FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) 6x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2004 or x 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) Indiana 35-1929476 (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 6714 Pointe Inverness Way, Suite 200, Fort Wayne, IN 46804 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: (260) 459-3553 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered None None Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.01 par value 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 6x No x Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b2). Yes 6x No x The aggregate market value of the voting stock held by non-affiliates of the registrant as of June 30, 2004, was approximately, $892,481,000. Registrant has no non-voting shares. For purposes of this calculation, shares of common stock held by directors, officers and 5% stockholders known to the registrant have been deemed to be owned by affiliates, but this should not be construed as an admission that any such person possesses the power, direct or indirect, to direct or cause the direction of the management or policies of the registrant or that such person is controlled by or under common control with the registrant. As of February 4, 2005, Registrant had outstanding 47,627,811 shares of Common Stock. DOCUMENTS INCORPORATED BY REFERENCE Portions of registrant’s definitive proxy statement referenced in Part III, Items 10, 11 and 12 of this report, to be filed prior to April 29, 2005, which are incorporated by reference herein. STEEL DYNAMICS, INC. Table of Contents Part I Page Item 1. Business ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 3 Item 2. Properties ;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 35 Item 3. Legal Proceedings ;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 36 Item 4. Submission of Matters to a Vote of Security Holders ;;;;;;;;;;;;;;; 36 Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities;;;;;;;;;;;;;;;;;;;;;;;;; 37 Item 6. Selected Financial Data ;;;;;;;;;;;;;;;;;;;;;;;;;;; 38 Item 7. Management’s Discussion and Analysis of Financial Condition and Results or Operations 40 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ;;;;;;;;;;;; 51 Item 8. Consolidated Financial Statements and Supplementary Data ;;;;;;;;;;;; 52 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures 83 Item 9A. Controls and Procedures ;;;;;;;;;;;;;;;;;;;;;;;;;;; 83 Item 9B. Other Information;;;;;;;;;;;;;;;;;;;;;;;;;;;;;; 83 Part III Item 10. Directors and Executive Officers of the Registrant ;;;;;;;;;;;;;;;; 83 Item 11. Executive Compensation ;;;;;;;;;;;;;;;;;;;;;;;;;;; 83 Item 12. Security Ownership of Certain Beneficial Owners and Management ;;;;;;;;; 84 Item 13. Certain Relationships and Related Transactions;;;;;;;;;;;;;;;;;; 84 Item 14. Principal Accountant Fees and Services ;;;;;;;;;;;;;;;;;;;;; 85 Part IV Item 15. Exhibits and Financial Statement Schedules ;;;;;;;;;;;;;;;;;;; 85 PART I Special Note Regarding Forward-Looking Statements Throughout this report, or in other reports or registration statements filed from time to time with the Securities and Exchange Commission under the Securities Exchange Act of 1934, or under the Securities Act of 1933, as well as in documents we incorporate by reference or in press releases or oral statements made by our officers or representatives, we may make statements that express our opinions, expectations, or projections regarding future events or future results, in contrast with statements that reflect historical facts. These predictive statements, which we generally precede or accompany by such typical conditional words as ‘‘anticipate,’’ ‘‘intend,’’ ‘‘believe,’’ ‘‘estimate,’’ ‘‘plan,’’ ‘‘seek,’’ ‘‘project’’ or ‘‘expect,’’ or by the words ‘‘may,’’ ‘‘will,’’ or ‘‘should,’’ are intended to operate as ‘‘forward looking statements’’ of the kind permitted by the Private Securities Litigation Reform Act of 1995, incorporated in Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. That legislation protects such predictive statements by creating a ‘‘safe harbor’’ from liability in the event that a particular prediction does not turn out as anticipated. While we always intend to express our best judgment when we make statements about what we believe will occur in the future, and although we base these statements on assumptions that we believe to be reasonable when made, these forward looking statements are not a guarantee of performance, and you should not place undue reliance on such statements. Forward looking statements are subject to many uncertainties and other variable circumstances, many of which are outside of our control, that could cause our actual results and experience to differ materially from those we thought would occur. The following listing represents some, but not necessarily all, of the factors that may cause actual results to differ from those we may have anticipated or predicted: s cyclical changes in market supply and demand for steel; general economic conditions affecting steel consumption; U.S. or foreign trade policy affecting the price of imported steel, or adverse outcomes of pending and future trade cases alleging unlawful practices in connection with steel imports or exports, including the repeal, lapse or exemptions, from existing U.S. tariffs on imported steel; and governmental monetary or fiscal policy in the U.S. and other major international economies; s increased price competition brought about by excess domestic and global steelmaking capacity and imports of low priced steel; s consolidation in the domestic and global steel industry, resulting in larger producers with much greater market power to affect price and/or supply; s risks and uncertainties involving new products or new technologies, such as our Iron Dynamics ironmaking process, or our Mesabi Nugget joint venture, in which the new product or process or certain critical elements thereof may not work at all, may not work as well as expected, or may turn out to be uneconomic even if they do work; s changes in the availability or cost of steel scrap, which has more than doubled in price over the past year, or in the availability or cost of steel scrap substitute materials, including pig iron, or other raw materials or supplies which we use in our production processes, as well as periodic fluctuations in the availability and cost of electricity, natural gas or other utilities; s the occurrence of unanticipated equipment failures and plant outages or the occurrences of extraordinary operating expenses; s competitive actions by our domestic and foreign competitors, including addition of new production capacity or the use of previously idled production capacity resulting from bankruptcy reorganizations or asset purchases out of bankruptcy; 2 s margin squeeze or compression resulting from our inability to pass through to our customers, through price increases or surcharges, the increased cost of raw materials and supplies; s loss of business from one or more of our major customers or end-users; s labor unrest, work stoppages and/or strikes involving our own workforce, those of our important suppliers or customers, or those affecting the steel industry in general; s the effect of the elements upon our production or upon the production or needs of our important suppliers or customers; s the impact of, or changes in, environmental laws or in the application of other legal or regulatory requirements upon our production processes or costs of production or upon those of our suppliers or customers, including actions by government agencies, such as the U.S. Environmental Protection Agency or the Indiana Department of Environmental Management, on pending or future environmentally related construction or operating permits; s private or governmental liability claims or litigation, or the impact of any adverse outcome of any litigation on the adequacy of our reserves, the availability or adequacy of our insurance coverage, our financial well-being or our business and assets; s changes in interest rates or other borrowing costs, or the effect of existing loan covenants or restrictions upon the cost or availability of credit to fund operations or take advantage of other business opportunities; s changes in our business strategies or development plans which we may adopt or which may be brought about