Cover and table of contents

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Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the period

ended September 30, 2021

OR

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number 0-21719

Steel Dynamics, Inc.

(Exact name of registrant as specified in its charter)

Indiana35-1929476
(State or other jurisdiction of incorporation or organization)​(I.R.S. Employer Identification No.)
​​​
7575 West Jefferson Blvd, Fort Wayne, IN​46804
(Address of principal executive offices)​(Zip Code)

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Registrant’s telephone number, including area code: (260) 969-3500

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Securities registered pursuant to Section 12(b) of the Act.

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Title of each classTrading SymbolName of each exchange on which registered
Common Stock voting, $0.0025 par valueSTLDNASDAQ Global Select Market

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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ⌧ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company (see definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act).

​Large accelerated filer ⌧Accelerated filer ◻Non-accelerated filer ◻
​​​​​​​
​​Smaller reporting company ☐​Emerging growth company ☐​​

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No⌧

As of October 29, 2021, Registrant had 198,451,226 outstanding shares of common stock.

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STEEL DYNAMICS, INC.

Table of Contents

PART I. Financial Information
​
Item 1.Financial Statements:Page
​​​
​Consolidated Balance Sheets as of September 30, 2021 (unaudited) and December 31, 20201
​​​
​Consolidated Statements of Income for the three and nine-month periods ended September 30, 2021 and 2020 (unaudited)2
​​​
​Consolidated Statements of Comprehensive Income for the three and nine-month periods ended September 30, 2021 and 2020 (unaudited)3
​​​
​Consolidated Statements of Cash Flows for the three and nine-month periods ended September 30, 2021 and 2020 (unaudited)4
​​​
​Notes to Consolidated Financial Statements (unaudited)5
​​​
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations16
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Item 3.Quantitative and Qualitative Disclosures about Market Risk25
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Item 4.Controls and Procedures25
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​PART II. Other Information​
​​​
Item 1.Legal Proceedings26
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Item 1A.Risk Factors26
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Item 2.Unregistered Sales of Equity Securities and Use of Proceeds26
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Item 3.Defaults Upon Senior Securities26
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Item 4.Mine Safety Disclosures26
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Item 5.Other Information27
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Item 6.Exhibits28
​​​
Exhibit Index​28
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Signature29
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STEEL DYNAMICS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

​​​​​​​
​September 30,​​December 31,
​2021​​2020
Assets(unaudited)​​​​
Current assets​​​​​​
Cash and equivalents$1,095,701​​$1,368,618
Accounts receivable, net​1,886,759​​​967,981
Accounts receivable-related parties​6,036​​​3,937
Inventories​2,894,970​​​1,843,548
Other current assets​104,106​​​74,363
Total current assets​5,987,572​​​4,258,447
​​​​​​​
Property, plant and equipment, net​4,654,192​​​4,105,569
​​​​​​​
Intangible assets, net​302,522​​​324,577
Goodwill​454,683​​​457,226
Other assets​137,016​​​119,743
Total assets$11,535,985​​$9,265,562
Liabilities and Equity​​​​​​
Current liabilities​​​​​​
Accounts payable$1,208,499​​$760,536
Accounts payable-related parties​11,938​​​8,919
Income taxes payable​80,167​​​2,386
Accrued payroll and benefits​406,538​​​201,778
Accrued interest​33,540​​​19,656
Accrued expenses​258,551​​​178,618
Current maturities of long-term debt​55,056​​​86,894
Total current liabilities​2,054,289​​​1,258,787
​​​​​​​
Long-term debt​3,019,175​​​3,015,782
Deferred income taxes​722,220​​​536,288
Other liabilities​117,367​​​106,479
Total liabilities​5,913,051​​​4,917,336
​​​​​​​
Commitments and contingencies​​​​​​
​​​​​​​
Redeemable noncontrolling interests​186,814​​​158,614
​​​​​​​
Equity​​​​​​
Common stock voting, $0.0025 par value; 900,000,000 shares authorized;​​​​​​
266,618,566 shares issued; and 199,778,688 and 210,914,264​​​​​​
shares outstanding, as of September 30, 2021 and December 31, 2020, respectively​648​​​648
Treasury stock, at cost; 66,839,878 and 55,704,302 shares,​​​​​​
as of September 30, 2021 and December 31, 2020, respectively​(2,344,477)​​​(1,623,747)
Additional paid-in capital​1,219,438​​​1,207,392
Retained earnings​6,721,734​​​4,758,969
Accumulated other comprehensive income​10,583​​​1,902
Total Steel Dynamics, Inc. equity​5,607,926​​​4,345,164
Noncontrolling interests​(171,806)​​​(155,552)
Total equity​5,436,120​​​4,189,612
Total liabilities and equity$11,535,985​​$9,265,562

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See notes to consolidated financial statements.

STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)

​​​​​​​​​​​​
​​​​​​​​​​​​
​Three-Month Periods Ended​Nine-Month Periods Ended
​September 30,​September 30,
​2021​2020​2021​2020
​​​​​​​​​​​​
Net sales​​​​​​​​​​​
Unrelated parties$5,081,476​$2,327,224​$13,072,657​$6,991,732
Related parties​6,812​​3,608​​25,536​​8,505
Total net sales​5,088,288​​2,330,832​​13,098,193​​7,000,237
​​​​​​​​​​​​
Costs of goods sold​3,487,659​​2,038,017​​9,497,606​​6,007,762
Gross profit​1,600,629​​292,815​​3,600,587​​992,475
​​​​​​​​​​​​
Selling, general and administrative expenses​157,526​​118,235​​461,686​​340,432
Profit sharing​113,880​​11,778​​244,868​​42,324
Amortization of intangible assets​7,178​​6,946​​22,054​​21,327
Operating income​1,322,045​​155,856​​2,871,979​​588,392
​​​​​​​​​​​​
Interest expense, net of capitalized interest​12,704​​18,950​​44,871​​74,671
Other (income) expense, net​6,776​​3,546​​26,886​​29,060
Income before income taxes​1,302,565​​133,360​​2,800,222​​484,661
​​​​​​​​​​​​
Income tax expense​302,406​​29,083​​649,105​​110,783
Net income​1,000,159​​104,277​​2,151,117​​373,878
​​​​​​​​​​​​
Net income attributable to noncontrolling interests​(9,396)​​(4,134)​​(27,556)​​(10,899)
Net income attributable to Steel Dynamics, Inc.$990,763​$100,143​$2,123,561​$362,979
​​​​​​​​​​​​
​​​​​​​​​​​​
​​​​​​​​​​​​
Basic earnings per share attributable to Steel​​​​​​​​​​​
Dynamics, Inc. stockholders$4.89​$0.48​$10.22​$1.72
​​​​​​​​​​​​
Weighted average common shares outstanding​202,450​​210,366​​207,704​​211,321
​​​​​​​​​​​​
Diluted earnings per share attributable to Steel​​​​​​​​​​​
Dynamics, Inc. stockholders, including the effect​​​​​​​​​​​
of assumed conversions when dilutive$4.85​$0.47​$10.15​$1.71
​​​​​​​​​​​​
Weighted average common shares and share equivalents outstanding​204,167​​211,926​​209,222​​212,443
​​​​​​​​​​​​
Dividends declared per share$0.26​$0.25​$0.78​$0.75

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See notes to consolidated financial statements.

STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)

​​​​​​​​​​​​
​​​​​​​​​​​​
​Three-Month Periods Ended​Nine-Month Periods Ended
​September 30,​September 30,
​2021​2020​2021​2020
​​​​​​​​​​​​
Net income$1,000,159​$104,277​$2,151,117​$373,878
Other comprehensive income - net unrealized gain (loss) on cash​​​​​​​​​​​
flow hedging derivatives, net of income tax of $(6,797), $(38),​​​​​​​​​​​
$2,711, and $32, for the three and nine-month periods ended​​​​​​​​​​​
September 30, 2021 and 2020, respectively​(21,761)​​(121)​​8,681​​102
Comprehensive income​978,398​​104,156​​2,159,798​​373,980
​​​​​​​​​​​​
Comprehensive income attributable to noncontrolling interests​(9,396)​​(4,134)​​(27,556)​​(10,899)
Comprehensive income attributable to Steel Dynamics, Inc.$969,002​$100,022​$2,132,242​$363,081

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See notes to consolidated financial statements.

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STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)

​​​​​​​​​​​​
​​​​​​​​​​​​
​Three-Month Periods Ended​Nine-Month Periods Ended
​September 30,​September 30,
​2021​2020​2021​2020
​​​​​​​​​​​​
Operating activities:​​​​​​​​​​​
Net income$1,000,159​$104,277​$2,151,117​$373,878
​​​​​​​​​​​​
Adjustments to reconcile net income to net cash provided by​​​​​​​​​​​
operating activities:​​​​​​​​​​​
Depreciation and amortization​87,407​​81,752​​261,373​​240,732
Equity-based compensation​9,917​​9,486​​36,765​​36,850
Deferred income taxes​71,008​​10,388​​188,474​​30,949
Other adjustments​(781)​​17,237​​(2,915)​​21,701
Changes in certain assets and liabilities:​​​​​​​​​​​
Accounts receivable​(321,771)​​(58,271)​​(920,877)​​(57,991)
Inventories​(412,952)​​(38,236)​​(1,052,475)​​83,790
Other assets​(20,361)​​(3,894)​​(18,818)​​5,702
Accounts payable​48,726​​645​​472,562​​121,764
Income taxes receivable/payable​(353)​​(27,127)​​86,791​​33,251
Accrued expenses​169,817​​55,533​​278,240​​(41,545)
Net cash provided by operating activities​630,816​​151,790​​1,480,237​​849,081
​​​​​​​​​​​​
Investing activities:​​​​​​​​​​​
Purchases of property, plant and equipment​(214,629)​​(327,647)​​(801,698)​​(854,898)
Purchases of short-term investments​-​​-​​-​​(149,359)
Proceeds from maturities of short-term investments​-​​69,545​​-​​411,533
Acquisition of business, net of cash and restricted cash acquired​-​​(59,012)​​-​​(59,012)
Other investing activities​1,024​​380​​3,273​​1,701
Net cash used in investing activities​(213,605)​​(316,734)​​(798,425)​​(650,035)
​​​​​​​​​​​​
Financing activities:​​​​​​​​​​​
Issuance of current and long-term debt​343,007​​295,814​​1,059,912​​1,611,849
Repayment of current and long-term debt​(382,489)​​(305,911)​​(1,095,338)​​(1,645,482)
Dividends paid​(53,380)​​(52,592)​​(161,025)​​(156,657)
Purchases of treasury stock​(337,616)​​-​​(730,814)​​(106,529)
Other financing activities​(4,776)​​(1,587)​​(27,468)​​(16,502)
Net cash used in financing activities​(435,254)​​(64,276)​​(954,733)​​(313,321)
​​​​​​​​​​​​
Decrease in cash, cash equivalents, and restricted cash​(18,043)​​(229,220)​​(272,921)​​(114,275)
Cash, cash equivalents, and restricted cash at beginning of period​1,119,244​​1,502,342​​1,374,122​​1,387,397
​​​​​​​​​​​​
Cash, cash equivalents, and restricted cash at end of period$1,101,201​$1,273,122​$1,101,201​$1,273,122
​​​​​​​​​​​​
​​​​​​​​​​​​
Supplemental disclosure information:​​​​​​​​​​​
Cash paid for interest$9,174​$8,597​$62,216​$77,050
Cash paid for income taxes, net$222,691​$43,900​$370,835​$45,848

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See notes to consolidated financial statements.

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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Note 1. Description of the Business and Significant Accounting Policies

Description of the Business

Steel Dynamics, Inc. (SDI), together with its subsidiaries (the company), is one of the largest and most diversified domestic steel producers and metals recycler. The company has three reportable segments: steel operations, metals recycling operations, and steel fabrication operations.

Steel Operations Segment. Steel operations include the company’s six operating electric arc furnace steel mills, including Butler Flat Roll Division, Columbus Flat Roll Division, Structural and Rail Division, Engineered Bar Products Division, Roanoke Bar Division, and Steel of West Virginia, and the under construction Southwest-Sinton Flat Roll Division; and steel coating and processing operations at The Techs galvanizing lines, Heartland Flat Roll Division, United Steel Supply (USS), and Vulcan Threaded Products, Inc. Steel operations accounted for 72% and 73% of the company’s consolidated net sales during the three-month periods ended September 30, 2021 and 2020, respectively, and 72% and 75% of the company’s consolidated net sales during the nine-month periods ended September 30, 2021 and 2020, respectively.

Metals Recycling Operations Segment. Metals recycling operations include the company’s OmniSource ferrous and nonferrous processing, transportation, marketing, brokerage, and scrap management services primarily throughout the United States and in Central and Northern Mexico. Metals recycling operations accounted for 12% of the company’s consolidated net sales during the three-month periods ended September 30, 2021 and 2020, and 12% and 10% of the company’s consolidated net sales during the nine-month periods ended September 30, 2021 and 2020, respectively.

Steel Fabrication Operations Segment. Steel fabrication operations include the company’s New Millennium Building Systems joist and deck plants located throughout the United States, and in Northern Mexico. Revenues from these plants are generated from the fabrication of trusses, girders, steel joists and steel deck used within the non-residential construction industry. Steel fabrication operations accounted for 10% of the company’s consolidated net sales during the three-month periods ended September 30, 2021 and 2020, and 8% and 10% of the company’s consolidated net sales during the nine-month periods ended September 30, 2021 and 2020, respectively.

Other. Other operations consist of subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of joint ventures, and our idle Minnesota ironmaking operations. Also included in “Other” are certain unallocated corporate accounts, such as the company’s senior unsecured credit facility, senior notes, certain other investments and certain profit sharing expenses.

Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of SDI, together with its wholly- and majority-owned or controlled subsidiaries, after elimination of intercompany accounts and transactions. Noncontrolling and redeemable noncontrolling interests represent the noncontrolling owner’s proportionate share in the equity, income, or losses of the company’s majority-owned or controlled consolidated subsidiaries. Redeemable noncontrolling interests related to USS (owned 75% by SDI) are $75.6 million at September 30, 2021 and $47.4 million at December 31, 2020. Redeemable noncontrolling interests related to Mesabi Nugget (owned 84% by SDI) are $111.2 million at September 30, 2021, and December 31, 2020.

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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Note 1. Description of the Business and Significant Accounting Policies (Continued)

Use of Estimates

These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States, and accordingly, include amounts that require management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and in the notes thereto. Significant items subject to such estimates and assumptions include the carrying value of property, plant and equipment, intangible assets, and

goodwill; valuation allowances for trade receivables, inventories and deferred income tax assets; unrecognized tax benefits; potential environmental liabilities; and litigation claims and settlements. Actual results may differ from these estimates and assumptions.

In the opinion of management, these financial statements reflect all normal recurring adjustments necessary for a fair presentation of the interim period results. These consolidated financial statements and notes should be read in conjunction with the audited financial statements and notes thereto included in the company’s Annual Report on Form 10-K for the year ended December 31, 2020.

Cash and Equivalents, and Restricted Cash

Cash and equivalents include all highly liquid investments with a maturity of three months or less at the date of acquisition. Restricted cash is primarily funds held in escrow as required by various insurance and government organizations. The balance of cash, cash equivalents and restricted cash in the consolidated statements of cash flows includes restricted cash of $5.5 million at September 30, 2021, June 30, 2021, December 31, 2020, and September 30, 2020, and $5.9 million at June 30, 2020 and December 31, 2019, which are recorded in Other Assets (noncurrent) in the company’s consolidated balance sheets.

Goodwill

The company’s goodwill consisted of the following at September 30, 2021, and December 31, 2020 (in thousands):

​​​​​​​​​
​​​​​​​​​
​​​September 30,​December 31,​
​​​2021​2020​
​​​​​​​​​
​Steel Operations Segment​$272,133​$272,133​
​Metals Recycling Operations Segment​​180,625​​183,168​
​Steel Fabrication Operations Segment​​1,925​​1,925​
​​​$454,683​$457,226​

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Metals Recycling Operations Segment goodwill decreased $2.5 million from December 31, 2020 to September 30, 2021, in recognition of the 2021 tax benefit related to the normal amortization of the component of Metals Recycling Operations tax-deductible goodwill in excess of book goodwill.

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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Note 1. Description of the Business and Significant Accounting Policies (Continued)

Credit Losses

The company is exposed to credit risk in the event of nonpayment of accounts receivable by customers. The company mitigates its exposure to credit risk, which it generally extends on an unsecured basis, by performing ongoing credit evaluations and taking further action if necessary, such as requiring letters of credit or other security interests to support the customer receivable. The allowance for credit losses for accounts receivable is based on the company’s reasonable estimate of known credit risks and historical experience, adjusted for current and anticipated economic and other pertinent factors affecting the company’s customers, that may differ from historical experience. Customer accounts receivable are written off when all collection efforts have been exhausted and the amounts are deemed uncollectible.

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At September 30, 2021, the company reported $1,892.8 million of accounts receivable, net of allowances for credit losses of $7.9 million. Changes in the allowance were not material for the three and nine-month periods ended September 30, 2021 and 2020.

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Subsequent Event

On October 14, 2021, the company entered into a definitive agreement to acquire a 45% minority equity interest in New Process Steel, L.P., a metals solutions and distribution supply-chain management company headquartered in Houston, Texas, with a focus toward growing its value-added manufacturing applications. This transaction is subject to customary closing conditions and receipt of regulatory approvals.

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Note 2. Earnings Per Share

Basic earnings per share is based on the weighted average shares of common stock outstanding during the period. Diluted earnings per share assumes the weighted average dilutive effect of common share equivalents outstanding during the period applied to the company’s basic earnings per share. Common share equivalents represent potentially dilutive restricted stock units, deferred stock units, restricted stock, and performance awards, and are excluded from the computation in periods in which they have an anti-dilutive effect. There were no anti-dilutive common share equivalents as of or for the three and nine-month periods ended September 30, 2021 and 2020.

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​​​​​​​​​​​​​​​​​​
​Three-Month Periods Ended September 30,
​2021​2020
​​​​Weighted​​​​​​​Weighted​​​
​​​​Average​​​​​​​Average​​​
​Net Income​Shares​Per Share​Net Income​Shares​Per Share
​(Numerator)​(Denominator)​Amount​(Numerator)​(Denominator)​Amount
Basic earnings per share$990,763​​202,450​$4.89​$100,143​​210,366​$0.48
Dilutive common share equivalents​-​​1,717​​​​​-​​1,560​​​
Diluted earnings per share$990,763​​204,167​$4.85​$100,143​​211,926​$0.47

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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Note 2. Earnings Per Share (Continued)

​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​
​Nine-Month Periods Ended September 30,
​2021​2020
​​​​Weighted​​​​​​​Weighted​​​
​​​​Average​​​​​​​Average​​​
​Net Income​Shares​Per Share​Net Income​Shares​Per Share
​(Numerator)​(Denominator)​Amount​(Numerator)​(Denominator)​Amount
Basic earnings per share$2,123,561​​207,704​$10.22​$362,979​​211,321​$1.72
Dilutive common share equivalents​-​​1,518​​​​​-​​1,122​​​
Diluted earnings per share$2,123,561​​209,222​$10.15​$362,979​​212,443​$1.71

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Note 3. Inventories

Inventories are stated at lower of cost or net realizable value. Cost is determined using a weighted average cost method for raw materials and supplies, and on a first-in, first-out basis for other inventory. Inventory consisted of the following (in thousands):

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​​​​​​​​​​
​​​September 30,​December 31,​​
​​​2021​2020​​
​​Raw materials$1,480,799​$790,324​​
​​Supplies​534,248​​500,497​​
​​Work in progress​305,288​​162,843​​
​​Finished goods​574,635​​389,884​​
​​Total inventories$2,894,970​$1,843,548​​

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STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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Note 4. Changes in Equity

The following tables provide a reconciliation of the beginning and ending carrying amounts of total equity, equity attributable to stockholders of Steel Dynamics, Inc., and equity and redeemable amounts attributable to noncontrolling interests (in thousands) for each of the three and nine-month periods ended September 30, 2021 and 2020:

​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​
​Stockholders of Steel Dynamics, Inc.​​​​​​​​​
​​​​​​​​​​Accumulated​​​​​​
​​​​​Additional​​​Other​​​​​Redeemable
​Common​Treasury​Paid-In​Retained​Comprehensive​Noncontrolling​Total​Noncontrolling
​Stock​Stock​Capital​Earnings​Income (Loss)​Interests​Equity​Interests
Balances at December 31, 2020$648​$(1,623,747)​$1,207,392​$4,758,969​$1,902​$(155,552)​$4,189,612​$158,614
Dividends declared​-​​-​​-​​(54,917)​​-​​-​​(54,917)​​-
Noncontrolling investors, net​-​​-​​-​​-​​-​​(9,905)​​(9,905)​​5,000
Equity-based compensation​-​​8,881​​(4,447)​​(161)​​-​​-​​4,273​​-
Net income​-​​-​​-​​430,507​​-​​8,248​​438,755​​-
Other comprehensive income, net of tax​-​​-​​-​​-​​3,765​​-​​3,765​​-
Balances at March 31, 2021​648​​(1,614,866)​​1,202,945​​5,134,398​​5,667​​(157,209)​​4,571,583​​163,614
Dividends declared​-​​-​​-​​(53,380)​​-​​-​​(53,380)​​-
Noncontrolling investors, net​-​​-​​-​​-​​-​​(18,879)​​(18,879)​​12,800
Share repurchases​-​​(393,198)​​-​​-​​-​​-​​(393,198)​​-
Equity-based compensation​-​​1,169​​7,888​​(125)​​-​​-​​8,932​​-
Net income​-​​-​​-​​702,291​​-​​9,912​​712,203​​-
Other comprehensive income, net of tax​-​​-​​-​​-​​26,677​​-​​26,677​​-
Balances at June 30, 2021​648​​(2,006,895)​​1,210,833​​5,783,184​​32,344​​(166,176)​​4,853,938​​176,414
Dividends declared​-​​-​​-​​(51,942)​​-​​-​​(51,942)​​-
Noncontrolling investors, net​-​​-​​-​​(150)​​-​​(15,026)​​(15,176)​​10,400
Share repurchases​-​​(337,616)​​-​​-​​-​​-​​(337,616)​​-
Equity-based compensation​-​​34​​8,605​​(121)​​-​​-​​8,518​​-
Net income​-​​-​​-​​990,763​​-​​9,396​​1,000,159​​-
Other comprehensive (loss), net of tax​-​​-​​-​​-​​(21,761)​​-​​(21,761)​​-
Balances at September 30, 2021$648​$(2,344,477)​$1,219,438​$6,721,734​$10,583​$(171,806)​$5,436,120​$186,814

​

​​​​​​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​​​​​​
​Stockholders of Steel Dynamics, Inc.​​​​​​​​​
​​​​​​​​​​​​​Accumulated​​​​​​​​​
​​​​​​Additional​​​Other​​​​​Redeemable
​Common​Treasury​Paid-In​Retained​Comprehensive​Noncontrolling​Total​Noncontrolling
​Stock​Stock​Capital​Earnings​Income (Loss)​Interests​Equity​Interests
Balances at December 31, 2019$646​$(1,525,113)​$1,181,012​$4,419,296​$(7)​$(154,593)​$3,921,241​$143,614
Dividends declared​-​​-​​-​​(52,585)​​-​​-​​(52,585)​​-
Noncontrolling investors, net​-​​-​​-​​-​​-​​(7,504)​​(7,504)​​7,400
Share repurchases​-​​(106,529)​​-​​-​​-​​-​​(106,529)​​-
Equity-based compensation​-​​6,834​​2,764​​(169)​​-​​-​​9,429​​-
Net income​-​​-​​-​​187,340​​-​​3,496​​190,836​​-
Other comprehensive income, net of tax​-​​-​​-​​-​​37​​-​​37​​-
Balances at March 31, 2020​646​​(1,624,808)​​1,183,776​​4,553,882​​30​​(158,601)​​3,954,925​​151,014
Dividends declared​-​​-​​-​​(52,591)​​-​​-​​(52,591)​​-
Noncontrolling investors, net​-​​-​​-​​-​​-​​(2,410)​​(2,410)​​1,400
Equity-based compensation​-​​953​​7,838​​(158)​​-​​-​​8,633​​-
Net income​-​​-​​-​​75,496​​-​​3,269​​78,765​​-
Other comprehensive income, net of tax​-​​-​​-​​-​​186​​-​​186​​-
Balances at June 30, 2020​646​​(1,623,855)​​1,191,614​​4,576,629​​216​​(157,742)​​3,987,508​​152,414
Dividends declared​-​​-​​-​​(52,592)​​-​​-​​(52,592)​​-
Noncontrolling investors, net​-​​-​​-​​-​​-​​(4,190)​​(4,190)​​3,000
Equity-based compensation​-​​50​​8,707​​(161)​​-​​-​​8,596​​-
Net income​-​​-​​-​​100,143​​-​​4,134​​104,277​​-
Other comprehensive (loss), net of tax​-​​-​​-​​-​​(121)​​-​​(121)​​-
Balances at September 30, 2020$646​$(1,623,805)​$1,200,321​$4,624,019​$95​$(157,798)​$4,043,478​$155,414

​

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

​

Note 5. Derivative Financial Instruments

The company is exposed to certain risks relating to its ongoing business operations. The company utilizes derivative instruments to mitigate commodity margin risk, and occasionally to mitigate foreign currency exchange rate risk, and have in the past to mitigate interest rate fluctuation risk. The company routinely enters into forward exchange traded futures and option contracts to manage the price risk associated with nonferrous metals inventory as well as purchases and sales of nonferrous and ferrous metals (primarily aluminum and copper). The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements.

Commodity Futures Contracts. If the company is “long” on futures contracts, it means the company has more futures contracts purchased than futures contracts sold for the underlying commodity. If the company is “short” on a futures contract, it means the company has more futures contracts sold than futures contracts purchased for the underlying commodity. The following summarizes the company’s significant futures contract commitments as of September 30, 2021:

​

​​​​​​
​​​​​​
​Commodity Futures​Long/Short​Metric Tons
​Aluminum​Long​3,450
​Aluminum​Short​7,400
​Copper​Long​14,390
​Copper​Short​26,025

​

​

The following summarizes the location and amounts of the fair values reported on the company’s consolidated balance sheets as of September 30, 2021, and December 31, 2020, and gains and losses related to derivatives included in the company’s statement of income for the three-month and nine-month periods ended September 30, 2021 and 2020 (in thousands):

​

​​​​​​​​​​​​​​
​​​​​​​​​​​​​​
​​​Asset Derivatives​Liability Derivatives
​Balance sheet​Fair Value​Fair Value
​location​September 30, 2021​December 31, 2020​September 30, 2021​December 31, 2020
Derivative instruments designated as hedges​​​​​​​​​​​​​
Commodity futuresOther current assets​$26,669​$5,092​$10,055​$4,635
​​​​​​​​​​​​​​
Derivative instruments not designated as hedges​​​​​​​​​​​​​
Commodity futuresOther current assets​​2,943​​1,705​​5,775​​2,807
Total derivative instruments​​$29,612​$6,797​$15,830​$7,442

​

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

​

Note 5. Derivative Financial Instruments (Continued)

​

The fair value of the above derivative instruments along with required margin deposit amounts with the same counterparty under master netting arrangements totaled $43.7 million at September 30, 2021, and $13.2 million at

December 31, 2020, and are reflected in other current assets in the consolidated balance sheets.

​

​​​​​​​​​​​​​​​​​
​​​Amount of gain (loss)​​​​Amount of gain (loss)
​​​recognized in income​​​Location of gainrecognized in income
​​Location of gainon derivatives for the​​​(loss) recognizedon derivatives for the
​​(loss) recognizedthree-month periods​Hedged items in​in income onthree-month periods
​​in income onended September 30,​fair value hedge​related hedgedended September 30,
​​derivatives2021​2020​relationships​items2021​2020
Derivatives in fair value​​​​​​​​​​​​​​​​
hedging relationships​​​​​​​​​​​​​​​​
Commodity futures​Costs of goods sold$(5,205)​$3,545​Firm commitments​Costs of goods sold$4,404​$(2,156)
​​​​​​​​​Inventory​Costs of goods sold​500​​(1,682)
Derivatives not designated​​​​​​​​​​​$4,904​$(3,838)
as hedging instruments​​​​​​​​​​​​​​​​
Commodity futures​Costs of goods sold$12,160​$(10,289)​​​​​​​​​

​

​​​​​​​​​​​​​​​​​
​​​Amount of gain (loss)​​​​Amount of gain (loss)
​​​recognized in income​​​Location of gainrecognized in income
​​Location of gainon derivatives for the​​​(loss) recognizedon derivatives for the
​​(loss) recognizednine-month periods​Hedged items in​in income onnine-month periods
​​in income onended September 30,​fair value hedge​related hedgedended September 30,
​​derivatives2021​2020​relationships​items2021​2020
Derivatives in fair value​​​​​​​​​​​​​​​​
hedging relationships​​​​​​​​​​​​​​​​
Commodity futures​Costs of goods sold$4,765​$1,096​Firm commitments​Costs of goods sold$187​$(901)
​​​​​​​​​Inventory​Costs of goods sold​(1,705)​​(342)
Derivatives not designated​​​​​​​​​​​$(1,518)​$(1,243)
as hedging instruments​​​​​​​​​​​​​​​​
Commodity futures​Costs of goods sold$(33,620)​$(639)​​​​​​​​​

​

Derivatives accounted for as fair value hedges had ineffectiveness resulting in a loss of $1.6 million and a gain of $110,000 during the three-month periods ended September 30, 2021 and 2020, respectively, and gains of $17,000 and $51,000 during the nine-month periods ended September 30, 2021 and 2020, respectively. Gains excluded from hedge effectiveness testing of $1.3 million decreased cost of goods sold during the during the three-month period ended September 30, 2021, and losses excluded from hedge effectiveness testing of $403,000 increased cost of goods sold during the three-month period ended September 30, 2020. Gains excluded from hedge effectiveness testing of $3.2 million decreased cost of goods sold during the during the nine-month period ended September 30, 2021, and losses excluded from hedge effectiveness testing of $198,000 increased cost of goods sold during the nine-month period ended September 30, 2020.

Derivatives accounted for as cash flow hedges resulted in net losses of $2.3 million and $274,000 recognized in other comprehensive income for the three-month periods ended September 30, 2021 and 2020, respectively, and net gains of $41.8 million and $217,000 for the nine-month periods ended September 30, 2021 and 2020, respectively. Net gains of $23.2 million and net losses of $115,000 were reclassified from accumulated other comprehensive income for the three-month periods ended September 30, 2021 and 2020, respectively, and net gains of $30.4 million and $84,000 were reclassified from accumulated other comprehensive income for the nine-month periods ended September 30, 2021 and 2020, respectively. At September 30, 2021, the company expects to reclassify all $13.9 million of net gains on derivative instruments from accumulated other comprehensive income to earnings during the next 12 months due to the settlement of futures contracts. The maximum term over which the company is hedging its exposure to the variability of future cash flows for forecasted transactions is less than 12 months.

​

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

​

​

​

Note 6. Fair Value Measurements

Accounting standards provide a comprehensive framework for measuring fair value and sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. Levels within the hierarchy are defined as follows:

●Level 1—Unadjusted quoted prices for identical assets and liabilities in active markets;
●Level 2—Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable for the asset or liability, either directly or indirectly; and
●Level 3—Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

The following table sets forth financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheet and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of September 30, 2021, and December 31, 2020 (in thousands):

​​​​​​​​​​​​
​​​​​​​​​​​​
​​​​Quoted Prices​Significant​​​
​​​​in Active​Other​Significant
​​​​Markets for​Observable​Unobservable
​​​​Identical Assets​Inputs​Inputs
​Total​(Level 1)​(Level 2)​(Level 3)
September 30, 2021​​​​​​​​​​​
Commodity futures – financial assets$29,612​$-​$29,612​$-
Commodity futures – financial liabilities​15,830​​-​​15,830​​-
​​​​​​​​​​​​
December 31, 2020​​​​​​​​​​​
Commodity futures – financial assets$6,797​$-​$6,797​$-
Commodity futures – financial liabilities​7,442​​-​​7,442​​-

​

The carrying amounts of financial instruments including cash and equivalents, and restricted cash approximate fair value (Level 1). The fair values of the commodity futures contracts are estimated by the use of quoted market prices, estimates obtained from brokers, and other appropriate valuation techniques based on references available (Level 2). The fair value of long-term debt, including current maturities, as determined by quoted market prices (Level 2), was approximately $3.2 billion and $3.4 billion at September 30, 2021, and December 31, 2020, respectively (with a corresponding carrying amount in the consolidated balance sheet of $3.1 billion at September 30, 2021, and December 31, 2020).

Note 7. Commitments and Contingencies

The company is involved in various routine litigation matters, including administrative proceedings, regulatory proceedings, governmental investigations, environmental matters, and commercial and construction contract disputes, none of which are expected to have a material impact on the company’s financial condition, results of operations, or liquidity.

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

​

Note 8. Segment Information

The company’s operations are primarily organized and managed by reportable operating segments, which are steel operations, metals recycling operations, and steel fabrication operations. The segment operations are more fully described in Note 1 to the consolidated financial statements. Operating segment performance and resource allocations are primarily based on operating results before income taxes. The accounting policies of the reportable segments are consistent with those described in Note 1 to the consolidated financial statements. Intra-segment sales and any related profits are eliminated in consolidation. Amounts included in the category “Other” are from subsidiary operations that are below the quantitative thresholds required for reportable segments and primarily consist of smaller joint ventures, and the idle Minnesota ironmaking operations. Also included in “Other” are certain unallocated corporate accounts, such as the company’s senior unsecured credit facility, senior notes, certain other investments and certain profit sharing expenses.

The company’s segment results, including disaggregated revenue by segment to external, external non-United States, and other segment customers, are as follows (in thousands):

​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​
​​​​​Metals​Steel​​​​​​​​​
For the three-month period ended​Steel​Recycling​Fabrication​​​​​​​​​
September 30, 2021​Operations​Operations​Operations​Other​Eliminations​Consolidated
​​​​​​​​​​​​​​​​​​​
Net sales - disaggregated revenue​​​​​​​​​​​​​​​​​​
External​$3,503,964​$430,087​$493,452​$337,011​$-​$4,764,514
External Non-U.S.​​163,754​​157,005​​352​​2,663​​-​​323,774
Other segments​​243,455​​625,025​​122​​453​​(869,055)​​-
​​​3,911,173​​1,212,117​​493,926​​340,127​​(869,055)​​5,088,288
Operating income (loss)​​1,346,967​​43,616​​89,389​​(138,576)(1)​(19,351)​​1,322,045
Income (loss) before income taxes​​1,341,051​​43,328​​88,892​​(150,992)​​(19,714)​​1,302,565
Depreciation and amortization​​65,852​​14,054​​2,263​​5,238​​-​​87,407
Capital expenditures​​200,721​​6,870​​3,458​​3,580​​-​​214,629
​​​​​​​​​​​​​​​​​​​
As of September 30, 2021​​​​​​​​​​​​​​​​​​
Assets​$8,287,664​$1,298,990​$812,741​$1,265,945(2)$(129,355)(3)$11,535,985
​​​​​​​​​​​​​​​​​​​

​

​​​​​​​​​
Footnotes related to the three-month period ended September 30, 2021, segment results (in millions):
​​​​​​​​​
(1)Corporate SG&A$(17.0)​(2)Cash and equivalents$950.6
​Companywide equity-based compensation​(10.7)​​Accounts receivable​45.5
​Profit sharing​(111.1)​​Inventories​79.3
​Other, net​0.2​​Property, plant and equipment, net​128.9
​​$(138.6)​​Intra-company debt​14.4
​​​​​​Other​47.2
​​​​​​​$1,265.9
​​​​​​​​​
(3)Elimination of intra-company receivables$(60.0)​​​​​
​Elimination of intra-company debt​(14.4)​​​​​
​Other​(55.0)​​​​​
​​$(129.4)​​​​​
​​​​​​​​​
​​​​​​​​​

​

​

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

​

Note 8. Segment Information (Continued)

​

​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​
​​​​​Metals​Steel​​​​​​​​​
For the three-month period ended​Steel​Recycling​Fabrication​​​​​​​​​
September 30, 2020​Operations​Operations​Operations​Other​Eliminations​Consolidated
​​​​​​​​​​​​​​​​​​​
Net sales - disaggregated revenue​​​​​​​​​​​​​​​​​​
External​$1,634,122​$202,034​$241,440​$120,175​$-​$2,197,771
External Non-U.S.​​62,409​​70,429​​98​​125​​-​​133,061
Other segments​​79,253​​364,010​​5,052​​62​​(448,377)​​-
​​​1,775,784​​636,473​​246,590​​120,362​​(448,377)​​2,330,832
Operating income (loss)​​139,466​​12,668​​39,231​​(34,384)(1)​(1,125)​​155,856
Income (loss) before income taxes​​126,825​​12,051​​38,374​​(42,484)​​(1,406)​​133,360
Depreciation and amortization​​63,538​​12,368​​2,634​​3,212​​-​​81,752
Capital expenditures​​309,421​​5,674​​5,113​​7,439​​-​​327,647
​​​​​​​​​​​​​​​​​​​

​

​​​​​​​​​
Footnotes related to the three-month period ended September 30, 2020, segment results (in millions):
​​​​​​​​​
(1)Corporate SG&A$(14.2)​​​​​
​Companywide equity-based compensation​(9.6)​​​​​
​Profit sharing​(10.5)​​​​​
​Other, net​(0.1)​​​​​
​​$(34.4)​​​​​

​

​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​
​​​​​Metals​Steel​​​​​​​​​
For the nine-month period ended​Steel​Recycling​Fabrication​​​​​​​​​
September 30, 2021​Operations​Operations​Operations​Other​Eliminations​Consolidated
​​​​​​​​​​​​​​​​​​​
Net sales - disaggregated revenue​​​​​​​​​​​​​​​​​​
External​$8,991,273​$1,243,837​$1,081,123​$960,953​$-​$12,277,186
External Non-U.S.​​421,648​​388,961​​518​​9,880​​-​​821,007
Other segments​​535,541​​1,810,337​​3,020​​2,125​​(2,351,023)​​-
​​​9,948,462​​3,443,135​​1,084,661​​972,958​​(2,351,023)​​13,098,193
Operating income (loss)​​2,997,375​​141,775​​127,652​​(357,183)(1)​(37,640)​​2,871,979
Income (loss) before income taxes​​2,970,465​​141,063​​125,827​​(398,485)​​(38,648)​​2,800,222
Depreciation and amortization​​198,170​​41,994​​7,344​​13,865​​-​​261,373
Capital expenditures​​740,569​​38,112​​9,156​​13,861​​-​​801,698
​​​​​​​​​​​​​​​​​​​

​

​

​​​​​​​​​
Footnotes related to the nine-month period ended September 30, 2021, segment results (in millions):
​​​​​​​​​
(1)Corporate SG&A$(53.2)​​​​​
​Companywide equity-based compensation​(56.6)​​​​​
​Profit sharing​(238.2)​​​​​
​Other, net​(9.2)​​​​​
​​$(357.2)​​​​​

​

​

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

​

Note 8. Segment Information (Continued)

​

​​​​​​​​​​​​​​​​​​​
​​​​​​​​​​​​​​​​​​​
​​​​​Metals​Steel​​​​​​​​​
For the nine-month period ended​Steel​Recycling​Fabrication​​​​​​​​​
September 30, 2020​Operations​Operations​Operations​Other​Eliminations​Consolidated
​​​​​​​​​​​​​​​​​​​
Net sales - disaggregated revenue​​​​​​​​​​​​​​​​​​
External​$5,072,959​$563,685​$677,326​$334,791​$-​$6,648,761
External Non-U.S.​​193,305​​157,217​​398​​556​​-​​351,476
Other segments​​225,070​​960,998​​8,735​​150​​(1,194,953)​​-
​​​5,491,334​​1,681,900​​686,459​​335,497​​(1,194,953)​​7,000,237
Operating income (loss)​​595,903​​9,481​​95,549​​(112,828)(1)​287​​588,392
Income (loss) before income taxes​​551,392​​3,702​​92,251​​(162,169)​​(515)​​484,661
Depreciation and amortization​​186,651​​36,510​​8,119​​9,452​​-​​240,732
Capital expenditures​​803,873​​27,718​​11,566​​11,741​​-​​854,898
​​​​​​​​​​​​​​​​​​​

​

​​​​​​​​​
Footnotes related to the nine-month period ended September 30, 2020, segment results (in millions):
​​​​​​​​​
(1)Corporate SG&A$(45.9)​​​​​
​Companywide equity-based compensation​(27.5)​​​​​
​Profit sharing​(40.0)​​​​​
​Other, net​0.6​​​​​
​​$(112.8)​​​​​

​

​

​

​

​

​

​

​

Next: Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS