Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

ended June 30, 2024

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from _______ to _______

Commission File Number 0-21719

Steel Dynamics, Inc.

(Exact name of registrant as specified in its charter)

Indiana		35-1929476
(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)

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

Not Applicable

(Former name, former address and former fiscal year, if changed since last report.)

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock voting, $0.0025 par value	STLD	NASDAQ Global Select Market

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 the 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 ☐

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 August 6, 2024, Registrant had 154,302,528 outstanding shares of common stock.

STEEL DYNAMICS, INC.

Table of Contents


PART I. Financial Information

Item 1.	Financial Statements:	Page

	Consolidated Balance Sheets as of June 30, 2024 (unaudited) and December 31, 2023	1

	Consolidated Statements of Income for the three and six-month periods ended June 30, 2024 and 2023 (unaudited)	2

	Consolidated Statements of Comprehensive Income for the three and six-month periods ended June 30, 2024 and 2023 (unaudited)	3

	Consolidated Statements of Cash Flows for the three and six-month periods ended June 30, 2024 and 2023 (unaudited)	4

	Notes to Consolidated Financial Statements (unaudited)	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4.	Controls and Procedures	24



	PART II. Other Information

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Mine Safety Disclosures	25

Item 5.	Other Information	25

Item 6.	Exhibits	26

Exhibit Index		27

Signature		28

STEEL DYNAMICS, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)


	June 30,		December 31,
	2024		2023
Assets	(unaudited)
Current assets
Cash and equivalents	$	829,980	$	1,400,887
Short-term investments		418,367		721,210
Accounts receivable, net		1,695,840		1,535,062
Accounts receivable-related parties		79,552		73,245
Inventories		3,073,637		2,894,632
Other current assets		141,635		162,790
Total current assets		6,239,011		6,787,826

Property, plant and equipment, net		7,433,564		6,734,218

Intangible assets, net		242,450		257,759
Goodwill		477,471		477,471
Other assets		668,761		651,146
Total assets	$	15,061,257	$	14,908,420
Liabilities and Equity
Current liabilities
Accounts payable	$	1,205,679	$	1,078,645
Accounts payable-related parties		7,729		9,685
Income taxes payable		6,070		5,524
Accrued payroll and benefits		277,307		469,143
Accrued expenses		343,525		309,312
Current maturities of long-term debt		815,642		459,987
Total current liabilities		2,655,952		2,332,296

Long-term debt		2,212,802		2,611,069
Deferred income taxes		928,321		944,768
Other liabilities		143,968		180,760
Total liabilities		5,941,043		6,068,893

Commitments and contingencies

Redeemable noncontrolling interests		171,212		171,212

Equity
Common stock voting, $0.0025 par value; 900,000,000 shares authorized;
268,142,204 and 268,112,991 shares issued; and 155,617,909 and 160,018,100
shares outstanding, as of June 30, 2024 and December 31, 2023, respectively		651		651
Treasury stock, at cost; 112,524,295 and 108,094,891 shares,
as of June 30, 2024 and December 31, 2023, respectively		(6,489,369)		(5,897,606)
Additional paid-in capital		1,207,771		1,217,610
Retained earnings		14,413,148		13,545,590
Accumulated other comprehensive income (loss)		(1,428)		421
Total Steel Dynamics, Inc. equity		9,130,773		8,866,666
Noncontrolling interests		(181,771)		(198,351)
Total equity		8,949,002		8,668,315
Total liabilities and equity	$	15,061,257	$	14,908,420

See notes to consolidated financial statements.

STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

(in thousands, except per share data)



	Three-Month Periods Ended				Six-Month Periods Ended
	June 30,				June 30,
	2024		2023		2024		2023

Net sales
Unrelated parties	$	4,443,994	$	4,930,422	$	8,940,813	$	9,675,775
Related parties		188,640		151,208		385,824		299,061
Total net sales		4,632,634		5,081,630		9,326,637		9,974,836

Costs of goods sold		3,857,797		3,774,772		7,571,002		7,611,856
Gross profit		774,837		1,306,858		1,755,635		2,362,980

Selling, general and administrative expenses		160,016		141,209		319,523		285,518
Profit sharing		48,053		90,990		110,705		160,565
Amortization of intangible assets		7,645		10,924		15,309		17,802
Operating income		559,123		1,063,735		1,310,098		1,899,095

Interest expense, net of capitalized interest		12,719		20,767		24,697		43,274
Other (income) expense, net		(18,708)		(31,348)		(45,492)		(66,284)
Income before income taxes		565,112		1,074,316		1,330,893		1,922,105

Income tax expense		133,422		258,139		311,703		461,595
Net income		431,690		816,177		1,019,190		1,460,510

Net income attributable to noncontrolling interests		(3,692)		(4,070)		(7,151)		(11,093)
Net income attributable to Steel Dynamics, Inc.	$	427,998	$	812,107	$	1,012,039	$	1,449,417



Basic earnings per share attributable to Steel
Dynamics, Inc. stockholders	$	2.73	$	4.83	$	6.42	$	8.54

Weighted average common shares outstanding		156,856		168,009		157,761		169,803

Diluted earnings per share attributable to Steel
Dynamics, Inc. stockholders, including the effect
of assumed conversions when dilutive	$	2.72	$	4.81	$	6.39	$	8.49

Weighted average common shares and share equivalents outstanding		157,579		168,865		158,467		170,672

Dividends declared per share	$	0.46	$	0.425	$	0.92	$	0.85

See notes to consolidated financial statements.

STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

(in thousands)



	Three-Month Periods Ended				Six-Month Periods Ended
	June 30,				June 30,
	2024		2023		2024		2023

Net income	$	431,690	$	816,177	$	1,019,190	$	1,460,510
Other comprehensive income - net unrealized (loss) gain on cash
flow hedging derivatives, net of income tax expense (benefit) of
($452) and ($247) for the three months ended, and ($590) and $44
for the six months ended June 30, 2024 and 2023, respectively		(1,415)		(773)		(1,849)		138
Comprehensive income		430,275		815,404		1,017,341		1,460,648

Comprehensive income attributable to noncontrolling interests		(3,692)		(4,070)		(7,151)		(11,093)
Comprehensive income attributable to Steel Dynamics, Inc.	$	426,583	$	811,334	$	1,010,190	$	1,449,555

See notes to consolidated financial statements.

STEEL DYNAMICS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)



	Three-Month Periods Ended				Six-Month Periods Ended
	June 30,				June 30,
	2024		2023		2024		2023

Operating activities:
Net income	$	431,690	$	816,177	$	1,019,190	$	1,460,510

Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization		117,053		110,970		232,305		218,664
Equity-based compensation		13,013		11,678		28,625		27,756
Deferred income taxes		4,577		43,380		(16,447)		52,388
Other adjustments		(6,403)		1,541		12,302		(8,465)
Changes in certain assets and liabilities:
Accounts receivable		(36,332)		(16,971)		(167,085)		(87,893)
Inventories		(46,645)		(55,158)		(179,670)		85,954
Other assets		1,973		(4,923)		(10,203)		2,919
Accounts payable		(27,251)		(114,013)		2,248		3,299
Income taxes receivable/payable		(145,676)		(85,486)		19,988		103,761
Accrued expenses		76,562		100,611		(203,475)		(317,304)
Net cash provided by operating activities		382,561		807,806		737,778		1,541,589

Investing activities:
Purchases of property, plant and equipment		(419,166)		(358,280)		(793,476)		(584,599)
Purchases of short-term investments		(63,180)		(165,052)		(269,053)		(521,829)
Proceeds from maturities of short-term investments		298,314		267,969		571,308		539,076
Other investing activities		(25,554)		(217,905)		(11,299)		(215,562)
Net cash used in investing activities		(209,586)		(473,268)		(502,520)		(782,914)

Financing activities:
Issuance of current and long-term debt		580,613		327,132		959,881		721,042
Repayment of current and long-term debt		(590,053)		(321,143)		(1,003,992)		(726,422)
Dividends paid		(72,624)		(72,323)		(140,632)		(131,121)
Purchases of treasury stock		(309,064)		(380,206)		(607,123)		(734,203)
Other financing activities		8,778		(17,579)		(14,330)		(41,028)
Net cash used in financing activities		(382,350)		(464,119)		(806,196)		(911,732)

Decrease in cash, cash equivalents, and restricted cash		(209,375)		(129,581)		(570,938)		(153,057)
Cash, cash equivalents, and restricted cash at beginning of period		1,044,901		1,610,443		1,406,464		1,633,919

Cash, cash equivalents, and restricted cash at end of period	$	835,526	$	1,480,862	$	835,526	$	1,480,862


Supplemental disclosure information:
Cash paid for interest	$	41,037	$	41,781	$	50,364	$	51,377
Cash paid for income taxes, net	$	273,323	$	308,055	$	301,713	$	312,758

See notes to consolidated financial statements.

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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, combined with a meaningful steel fabrication manufacturing platform. Effective the fourth quarter 2023, the company changed its reportable segments, consistent with how it currently manages the business, representing four reporting segments: steel operations, metals recycling operations, steel fabrication operations, and aluminum operations. Segment information provided within this Form 10-Q, including within Note 7. Segment Information, has been recast for all prior periods consistent with the current reportable segment presentation.

Steel Operations Segment. Steel operations include the company’s electric arc furnace (EAF) steel mills, including Butler Flat Roll Division, Columbus Flat Roll Division, Southwest-Sinton Flat Roll Division, Structural and Rail Division, Engineered Bar Products Division, Roanoke Bar Division, Steel of West Virginia, steel coating and processing operations at The Techs, Heartland Flat Roll Division, United Steel Supply (USS), Vulcan Threaded Products, Inc., warehouse operations in Mexico, and SDI Biocarbon Solutions, LLC, a joint venture to construct and operate a biocarbon production facility.

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.

Steel Fabrication Operations Segment. Steel fabrication operations include the company’s New Millennium Building Systems’ joist and deck plants located throughout the United States (US), 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.

Aluminum Operations Segment. Aluminum operations include the recycled aluminum flat rolled products mill being constructed in Columbus, Mississippi, and two satellite recycled aluminum slab centers in the southwest United States and central Mexico. The flat rolled products mill is a joint venture concurrently formed with Unity Aluminum, Inc. of which SDI has a 94.4% equity interest. Construction has begun on the flat rolled products mill and the recycled aluminum slab centers with the flat rolled mill operations expected to begin mid-2025 and operations at the Mexico and US recycled slab centers in late 2024 and mid-2025, respectively.

Other. Other operations consist of subsidiary operations that are below the company’s quantitative thresholds required for reportable segments and primarily consist of certain joint ventures and the company’s idled 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 owners’ 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 90% by SDI) are $60.0 million at June 30, 2024 and December 31, 2023. Redeemable noncontrolling interests related to Mesabi Nugget (owned 86% by SDI) are $111.2 million at June 30, 2024 and December 31, 2023.

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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. 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, 2023.

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 $5.6 million at June 30, 2024, $5.5 million at March 31, 2024, $5.6 million at December 31, 2023, $5.5 million at June 30, 2023, $5.5 million at March 31, 2023 and $5.5 million at December 31, 2022, which are recorded in Other Assets (noncurrent) in the company’s consolidated balance sheets.

Short-Term Investments

Short-term investments include investments with maturity dates of longer than three months but less than one year when purchased. The company’s short-term investments are classified as trading securities. Interest income from invested cash and short-term investments was $20.6 million and $25.5 million for the three-month periods ended June 30, 2024 and 2023, respectively, $46.9 million and $51.5 million for the six-month periods ended June 30, 2024 and 2023, respectively, and is recorded in other (income) expense, net as earned. The company’s short-term investments were $418.4 million and $721.2 million as of June 30, 2024 and December 31, 2023, respectively.

Goodwill

The company’s goodwill consisted of the following at June 30, 2024, and December 31, 2023 (in thousands):



	June 30,		December 31,
	2024		2023

Steel Operations Segment	$	272,133	$	272,133
Metals Recycling Operations Segment		203,413		203,413
Steel Fabrication Operations Segment		1,925		1,925
	$	477,471	$	477,471

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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.

At June 30, 2024, the company reported $1,775.4 million of accounts receivable, net of allowances for credit losses of $8.0 million. Changes in the allowance were not material for each of the three and six-month periods ended June 30, 2024 and 2023.

Derivative Financial Instruments

The company routinely enters into forward exchange traded futures to manage price risk associated with nonferrous metal inventory, as well as purchases and sales of nonferrous (primarily aluminum and copper) and ferrous metals, to reduce exposure to commodity related price fluctuations. The company does not enter into these derivative financial instruments for speculative purposes. The company recognizes all derivatives as either assets or liabilities in the consolidated balance sheets and measures those instruments at fair value. Derivatives that are not designated as hedges must be adjusted to fair value through earnings. Changes in the fair value of derivatives that are designated as hedges, depending on the nature of the hedge, are recognized as either an offset against the change in fair value of the hedged balance sheet item in the case of fair value hedges or as other comprehensive income in the case of cash flow hedges, until the hedged item is recognized in earnings. The ineffective portion of a derivative’s change in fair value is immediately recognized in earnings for fair value hedges. The company offsets fair value amounts recognized for derivative instruments executed with the same counterparty under master netting agreements.

The fair value of the Company’s derivative instruments, along with required margin deposit amounts with the same counterparty under master netting arrangements, totaled $34.9 million at June 30, 2024 and $24.0 million at December 31, 2023, and are reflected in other current assets in the consolidated balance sheets. Total gains and losses related to derivatives in fair value hedging relationships, as well as those not designated as hedging instruments, are recognized in costs of goods sold and were not material for each of the three and six-month periods ended June 30, 2024 and 2023. Derivatives accounted for as cash flow hedges, for which gains and losses are recognized in other comprehensive income, along with net amounts reclassified from accumulated other comprehensive income, were not material for each of the three and six-month periods ended June 30, 2024 and 2023.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption. The company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures.

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which modifies the rules on income tax disclosures to require entities to disclose specific categories in the rate reconciliation, the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and income tax expense or benefit from continuing operations (separated by federal, state and foreign). ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes. The guidance is effective for annual periods beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. ASU 2023-09 is to be applied on a prospective basis, but retrospective application is permitted. The company is currently evaluating the potential impact of adopting this new guidance on the consolidated financial statements and related disclosures.

Subsequent Event

In July 2024, the company issued $600.0 million of 5.375% notes due 2034. The net proceeds from these notes are intended to be used for general corporate purposes, which may include the repayment at or prior to maturity of the company’s 2.800% senior notes due December 2024, working capital, capital expenditures, advances for or investments in the company’s subsidiaries, acquisitions, redemption and repayment of other outstanding indebtedness, and purchases of the company’s common stock.

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 six-month periods ended June 30, 2024 and 2023.



	Three-Month Periods Ended June 30,
	2024						2023
			Weighted						Weighted
			Average						Average
	Net Income		Shares		Per Share		Net Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)		(Denominator)		Amount
Basic earnings per share	$	427,998		156,856	$	2.73	$	812,107		168,009	$	4.83
Dilutive common share equivalents		-		723				-		856
Diluted earnings per share	$	427,998		157,579	$	2.72	$	812,107		168,865	$	4.81



	Six-Month Periods Ended June 30,
	2024						2023
			Weighted						Weighted
			Average						Average
	Net Income		Shares		Per Share		Net Income		Shares		Per Share
	(Numerator)		(Denominator)		Amount		(Numerator)		(Denominator)		Amount
Basic earnings per share	$	1,012,039		157,761	$	6.42	$	1,449,417		169,803	$	8.54
Dilutive common share equivalents		-		706				-		869
Diluted earnings per share	$	1,012,039		158,467	$	6.39	$	1,449,417		170,672	$	8.49

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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 (including scrap and purchased steel substrate) and supplies, and on a first-in, first-out basis for other inventory. Inventory consisted of the following (in thousands):


	June 30,		December 31,
	2024		2023
Raw materials	$	1,339,472	$	1,226,272
Supplies		761,987		711,653
Work in progress		316,022		296,932
Finished goods		656,156		659,775
Total inventories	$	3,073,637	$	2,894,632

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 for each of the three and six-month periods ended June 30, 2024 and 2023 (in thousands).



	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, 2023	$	651	$	(5,897,606)	$	1,217,610	$	13,545,590	$	421	$	(198,351)	$	8,668,315	$	171,212
Dividends declared		-		-		-		(72,624)		-		-		(72,624)		-
Noncontrolling investors, net		-		-		-		-		-		(969)		(969)		-
Share repurchases		-		(298,059)		-		-		-		-		(298,059)		-
Equity-based compensation		-		13,391		(20,434)		(139)		-		-		(7,182)		-
Net income		-		-		-		584,041		-		3,459		587,500		-
Other comprehensive loss, net of tax		-		-		-		-		(434)		-		(434)		-
Balances at March 31, 2024		651		(6,182,274)		1,197,176		14,056,868		(13)		(195,861)		8,876,547		171,212
Dividends declared		-		-		-		(71,584)		-		-		(71,584)		-
Noncontrolling investors, net		-		-		-		-		-		10,398		10,398		-
Share repurchases		-		(309,064)		-		-		-		-		(309,064)		-
Equity-based compensation		-		1,969		10,595		(134)		-		-		12,430		-
Net income		-		-		-		427,998		-		3,692		431,690		-
Other comprehensive loss, net of tax		-		-		-		-		(1,415)		-		(1,415)		-
Balances at June 30, 2024	$	651	$	(6,489,369)	$	1,207,771	$	14,413,148	$	(1,428)	$	(181,771)	$	8,949,002	$	171,212

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 4. Changes in Equity (Continued)



	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, 2022	$	650	$	(4,459,513)	$	1,212,566	$	11,375,765	$	889	$	(216,055)	$	7,914,302	$	181,503
Dividends declared		-		-		-		(72,316)		-		-		(72,316)		-
Noncontrolling investors, net		-		-		-		-		-		(7,387)		(7,387)		4,702
Share repurchases		-		(353,997)		-		-		-		-		(353,997)		-
Equity-based compensation		-		12,997		(18,487)		(138)		-		-		(5,628)		-
Net income		-		-		-		637,310		-		7,023		644,333		-
Other comprehensive income, net of tax		-		-		-		-		911		-		911		-
Balances at March 31, 2023		650		(4,800,513)		1,194,079		11,940,621		1,800		(216,419)		8,120,218		186,205
Dividends declared		-		-		-		(70,694)		-		-		(70,694)		-
Noncontrolling investors, net		-		-		-		-		-		(1,877)		(1,877)		(14,993)
Share repurchases		-		(380,206)		-		-		-		-		(380,206)		-
Equity-based compensation		-		997		10,055		(140)		-		-		10,912		-
Net income		-		-		-		812,107		-		4,070		816,177		-
Other comprehensive loss, net of tax		-		-		-		-		(773)		-		(773)		-
Balances at June 30, 2023	$	650	$	(5,179,722)	$	1,204,134	$	12,681,894	$	1,027	$	(214,226)	$	8,493,757	$	171,212

Note 5. 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.

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 5. Fair Value Measurements (Continued)

The following table sets forth financial assets and liabilities measured at fair value on a recurring basis in the consolidated balance sheets and the respective levels to which the fair value measurements are classified within the fair value hierarchy as of June 30, 2024 and December 31, 2023 (in thousands):



			Quoted Prices		Significant
			in Active		Other		Significant
			Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
June 30, 2024
Short-term investments	$	418,367	$	-	$	418,367	$	-
Commodity futures – financial assets		25,248		-		25,248		-
Commodity futures – financial liabilities		16,659		-		16,659		-

December 31, 2023
Short-term investments	$	721,210	$	-	$	721,210	$	-
Commodity futures – financial assets		2,483		-		2,483		-
Commodity futures – financial liabilities		9,305		-		9,305		-

The carrying amounts of financial instruments including cash equivalents approximate fair value (Level 1). The fair values of short-term investments and 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 $2.8 billion at June 30, 2024 and December 31, 2023 (with a corresponding carrying amount in the consolidated balance sheet of $3.1 billion at June 30, 2024 and December 31, 2023).

Note 6. 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 7. Segment Information

The company’s operations are primarily organized and managed by reportable operating segments. In the fourth quarter 2023, the company changed its reportable segments, consistent with how it currently manages the business, which include steel operations (including warehousing operations previously included in “Other”), metals recycling operations, steel fabrication operations, and a newly created aluminum 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 certain joint ventures and the idled 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, with prior periods recast consistent with our current reportable segments presentation, 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		Aluminum
June 30, 2024	Operations		Operations		Operations		Operations		Other			Eliminations			Consolidated

Net sales - disaggregated revenue
External	$	2,937,985	$	392,697	$	472,790	$	-	$	439,464		$	-		$	4,242,936
External Non-U.S.		194,247		193,735		42		-		1,674			-			389,698
Other segments		115,730		585,774		904		1,865		-			(704,273)			-
		3,247,962		1,172,206		473,736		1,865		441,138			(704,273)			4,632,634
Operating income (loss)		438,620		28,225		180,740		(19,248)		(73,935)	(1)		4,721			559,123
Income (loss) before income taxes		439,540		22,562		179,864		(20,829)		(37,543)			(18,482)			565,112
Depreciation and amortization		87,497		19,427		2,777		507		6,845			-			117,053
Capital expenditures		131,662		16,194		7,709		272,270		14,095			(22,764)			419,166

As of June 30, 2024
Assets	$	8,870,515	$	1,595,874	$	791,533	$	1,968,632	$	3,029,749	(2)	$	(1,195,046)	(3)	$	15,061,257


Footnotes related to the three-month period ended June 30, 2024, segment results (in millions):

(1)	Corporate selling, general, & administrative expenses	$	(24.7)	(2)	Cash and equivalents	$	706.8
	Companywide equity-based compensation		(12.6)		Short-term and other investments		654.0
	Company profit sharing component		(48.3)		Accounts receivable		43.3
	Other, net		11.7		Inventories		101.7
		$	(73.9)		Property, plant and equipment, net		136.6
					Intra-company debt		1,042.1
					Investments in unconsolidated affiliates		216.7
					Other		128.5
						$	3,029.7

(3)	Elimination of intra-company receivables	$	(118.6)
	Elimination of intra-company debt		(1,042.1)
	Other		(34.3)
		$	(1,195.0)

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 7. Segment Information (Continued)



			Metals		Steel
For the three-month period ended	Steel		Recycling		Fabrication		Aluminum
June 30, 2023	Operations		Operations		Operations		Operations		Other			Eliminations		Consolidated

Net sales - disaggregated revenue
External	$	3,123,512	$	368,561	$	779,374	$	-	$	259,927		$	-	$	4,531,374
External Non-U.S.		326,043		223,812		35		-		366			-		550,256
Other segments		145,887		575,752		189		-		269			(722,097)		-
		3,595,442		1,168,125		779,598		-		260,562			(722,097)		5,081,630
Operating income (loss)		699,719		33,005		462,080		(3,410)		(120,970)	(1)		(6,689)		1,063,735
Income (loss) before income taxes		701,669		38,225		462,207		(3,387)		(117,299)			(7,099)		1,074,316
Depreciation and amortization		80,701		20,761		2,422		-		7,086			-		110,970
Capital expenditures		101,869		25,259		7,138		219,098		4,916			-		358,280


Footnotes related to the three-month period ended June 30, 2023, segment results (in millions):

(1)	Corporate selling, general, & administrative expenses	$	(22.6)
	Companywide equity-based compensation		(11.2)
	Company profit sharing component		(88.0)
	Other, net		0.8
		$	(121.0)



			Metals		Steel
For the six-month period ended	Steel		Recycling		Fabrication		Aluminum
June 30, 2024	Operations		Operations		Operations		Operations		Other			Eliminations		Consolidated

Net sales - disaggregated revenue
External	$	6,071,595	$	783,620	$	918,886	$	-	$	747,323		$	-	$	8,521,424
External Non-U.S.		426,874		372,285		1,125		-		4,929			-		805,213
Other segments		264,021		1,110,342		5,488		1,865		-			(1,381,716)		-
		6,762,490		2,266,247		925,499		1,865		752,252			(1,381,716)		9,326,637
Operating income (loss)		1,109,551		46,953		359,080		(32,779)		(171,807)	(1)		(900)		1,310,098
Income (loss) before income taxes		1,114,352		44,071		358,231		(34,640)		(126,616)			(24,505)		1,330,893
Depreciation and amortization		175,004		37,897		5,459		527		13,418			-		232,305
Capital expenditures		227,495		48,058		13,145		509,598		17,944			(22,764)		793,476


Footnotes related to the six-month period ended June 30, 2024, segment results (in millions):

(1)	Corporate selling, general, & administrative expenses	$	(50.0)
	Companywide equity-based compensation		(27.1)
	Company profit sharing component		(111.3)
	Other, net		16.6
		$	(171.8)

STEEL DYNAMICS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 7. Segment Information (Continued)



			Metals		Steel
For the six-month period ended	Steel		Recycling		Fabrication		Aluminum
June 30, 2023	Operations		Operations		Operations		Operations		Other			Eliminations		Consolidated

Net sales - disaggregated revenue
External	$	5,970,760	$	751,364	$	1,648,076	$	-	$	612,194		$	-	$	8,982,394
External Non-U.S.		567,285		424,477		101		-		579			-		992,442
Other segments		229,096		1,154,211		225		-		269			(1,383,801)		-
		6,767,141		2,330,052		1,648,402		-		613,042			(1,383,801)		9,974,836
Operating income (loss)		1,041,627		72,693		1,013,352		(5,832)		(217,636)	(1)		(5,109)		1,899,095
Income (loss) before income taxes		1,044,758		83,774		1,013,619		(5,793)		(208,378)			(5,875)		1,922,105
Depreciation and amortization		165,233		35,126		4,753		-		13,552			-		218,664
Capital expenditures		222,497		44,956		11,634		293,918		11,594			-		584,599


Footnotes related to the six-month period ended June 30, 2023, segment results (in millions):

(1)	Corporate SG&A	$	(46.2)
	Companywide equity-based compensation		(24.8)
	Company profit sharing component		(156.9)
	Other, net		10.3
		$	(217.6)

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