Exhibit 32(i)

Nucor Corporation

2009 Form 10-K

Certification of Principal Financial Officer

Pursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes-Oxley Act of 2002)

In connection with the Annual Report of Nucor Corporation (the “Registrant”), on Form 10-K for the year ended December 31, 2009, as filed with the Securities and Exchange Commission (the “Report”), I, James D. Frias, Chief Financial Officer, Treasurer and Executive Vice President (principal financial officer) of the Registrant, certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

/s/ James D. Frias

Name:   James D. Frias
Date:   February 25, 2010

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-K and shall not be considered filed as part of the Form 10-K.

Certification of Principal Executive Officer Puruant to Section 906

Exhibit 32

Nucor Corporation

2009 Form 10-K

Certification of Principal Executive Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(18 U.S.C. 1350)

In connection with the Annual Report of Nucor Corporation (the “Registrant”), on Form 10-K for the year ended December 31, 2009, as filed with the Securities and Exchange Commission (the “Report”), I, Daniel R. DiMicco, Chairman, President and Chief Executive Officer (principal executive officer) of the Registrant, certify, pursuant to § 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. § 1350), that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

/s/ Daniel R. DiMicco

Name:   Daniel R. DiMicco
Date:   February 25, 2010

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10-K and shall not be considered filed as part of the Form 10-K.

Certification of Principal Financial Officer Puruant to Section 302
2009 Form 10-K    Exhibit 31(i)

NUCOR CORPORATION

Section 302 Certifications

I, James D. Frias, certify that:

 

  1. I have reviewed this annual report on Form 10-K of Nucor Corporation;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

February 25, 2010  

/s/ James D. Frias

    James D. Frias
 

  Chief Financial Officer, Treasurer

  and Executive Vice President

Certification of Principal Executive Officer Puruant to Section 302
2009 Form 10-K    Exhibit 31

NUCOR CORPORATION

Section 302 Certifications

I, Daniel R. DiMicco, certify that:

 

  1. I have reviewed this annual report on Form 10-K of Nucor Corporation;

 

  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

  3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

  4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

  5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

February 25, 2010  

/s/ Daniel R. DiMicco

 

  Daniel R. DiMicco

  Chairman, President and

    Chief Executive Officer
Consent of Independent Registered Public Accounting Firm

Exhibit 23

Nucor Corporation

2009 Form 10-K

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Numbers 2-84117 (including 2-50058), 2-51735, 33-27120 (including 2-55941 and 2-69914), 33-56649, 333-85375, 333-108749 and 333-108751) and on Form S-3ASR (Number 333-147657) of Nucor Corporation of our report dated February 25, 2010 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Annual Report to Stockholders, which is incorporated in this Annual Report on Form 10-K. We also consent to the incorporation by reference of our report dated February 25, 2010 relating to the financial statement schedule, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Charlotte, North Carolina

February 25, 2010

Subsidiaries

Exhibit 21

Nucor Corporation

2009 Form 10-K

Subsidiaries

 

Subsidiary

   State/Jurisdiction
of Incorporation

Nucor Steel Auburn, Inc.

   Delaware

Nucor Steel Birmingham, Inc.

   Delaware

Nucor Steel Decatur, LLC.

   Delaware

Nucor Steel Jackson, Inc.

   Delaware

Nucor Steel Kankakee, Inc.

   Delaware

Nucor Steel Marion, Inc.

   Delaware

Nucor Steel Memphis, Inc.

   Delaware

Nucor Steel Seattle, Inc.

   Delaware

Nucor Steel Tuscaloosa, Inc

   Delaware

Nucor-Yamato Steel Company

   Delaware

Nu-Iron Unlimited

   Trinidad

Nustrip Arkansas LLC

   Delaware

Harris Steel Inc.

   Delaware

Harris U.S. Holdings Inc

   Delaware

Harris Steel ULC

   Canada

Magnatrax Corporation

   Delaware

The David J. Joseph Company

   Delaware

Duferdofin Nucor S.r.l.

   Italy

Ambassador Steel Corporation

   Indiana
2009 Annual Report

Exhibit 13

 

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    FINANCIAL HIGHLIGHTS

 

 

FINANCIAL HIGHLIGHTS      (dollar and share amounts in thousands, except per share data)   
       2009        2008      % CHANGE   

 

FOR THE YEAR

      

 

Net sales

   $ 11,190,296      $ 23,663,324      -53

 

Earnings:

      

 

Earnings (loss) before income taxes and noncontrolling interests

     (413,978     3,104,391      -113

 

Provision for (benefit from) income taxes

     (176,800     959,480      -118
                  

 

Net earnings (loss)

     (237,178     2,144,911      -111

 

Earnings attributable to noncontrolling interests

     56,435        313,921      -82
                  

 

Net earnings (loss) attributable to Nucor stockholders

     (293,613     1,830,990      -116

 

Per share:

      

 

Basic

     (0.94     5.99      -116

 

Diluted

     (0.94     5.98      -116

 

Dividends declared per share

     1.41        1.91      -26

 

Percentage of net earnings (loss) to net sales

     -2.6     7.7   -134

 

Return on average stockholders’ equity

     -3.8     28.1   -114

 

Capital expenditures

     390,500        1,018,980      -62

 

Depreciation

     494,035        479,484      3

 

Acquisitions (net of cash acquired)

     32,720        1,826,030      -98

 

Sales per employee

     539        1,155      -53

 

AT YEAR END

                      

 

Working capital

   $ 3,955,191      $ 4,543,294      -13

 

Property, plant and equipment, net

     4,013,836        4,131,861      -3

 

Long-term debt

     3,086,200        3,266,600      -6

 

Total Nucor stockholders’ equity

     7,390,526        7,929,204      -7

 

Per share

     23.47        25.25      -7

 

Shares outstanding

     314,856        313,977        

 

Employees

 

    

 

20,400

 

  

 

   

 

21,700

 

  

 

  -6

 

 

FORWARD-LOOKING STATEMENTS Certain statements made in this annual report are forward-looking statements that involve risks and uncertainties. The words “believe,” “expect,” “project,” “will,” “should” and similar expressions are intended to identify those forward-looking statements. These forward-looking statements reflect the Company’s best judgment based on current information, and although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the projected results and expectations discussed in this report. Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: (1) the sensitivity of the results of our operations to prevailing steel prices and changes in the supply and cost of raw materials, including pig iron and scrap steel; (2) availability and cost of electricity and natural gas; (3) market demand for steel products, which, in the case of many of our products, is driven by the level of non-residential construction activity in the U.S.; (4) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (5) impairment in the recorded value of inventory, fixed assets, goodwill or other long-lived assets; (6) uncertainties surrounding the global economy, including the severe economic downturn in construction markets and excess world capacity for steel production; (7) fluctuations in currency conversion rates; (8) U.S. and foreign trade policy affecting steel imports or exports; (9) significant changes in laws or government regulations affecting environmental compliance, including legislation and regulations that result in greater regulation of greenhouse gas emissions, which could increase our energy costs and our capital expenditures and operating costs; (10) the cyclical nature of the steel industry; (11) capital investments and their impact on our performance; and (12) our safety performance.


    8       

    OPERATIONS REVIEW

 

STEEL MILLS SEGMENT

 

 

BAR MILLS, SHEET MILLS, STRUCTURAL MILLS AND PLATE MILLS

Nucor operates scrap-based steel mills in 23 facilities and is North America’s largest recycler.

 

 

LOGO

 

 


   

    9  

 

BAR MILLS

Nucor has thirteen bar mills located across the U.S. that produce concrete reinforcing bars, hot-rolled bars, rods, light shapes, structural angles, channels and guard rail in carbon and alloy steels. These products have a wide usage serving primarily the agricultural, automotive, construction, energy, furniture, machinery, metal building, railroad, recreational equipment, shipbuilding, heavy truck and trailer market segments. Four of the bar mills were constructed by Nucor between 1969 and 1981. Over the years, Nucor has completed extensive capital projects to keep these facilities modernized and globally competitive. Nucor acquired the remaining bar mills since 2000. The construction of the state-of-the-art special bar quality (SBQ) mill in Memphis was substantially completed in 2008, and the Nucor Steel – Memphis team began shipping prime rolled bars to customers in early 2009. This mill will complement the product offerings of Nucor’s Nebraska and South Carolina SBQ mills, growing Nucor’s business in energy, automotive, heavy equipment and service center markets. In 2009, the total capacity of our bar mills was approximately 8,910,000 tons per year.

In November 2009, we commissioned our Kingman, Arizona, wire rod and bar mill that we acquired in 2003 and that had previously been idle. Production will begin in the second quarter of 2010 with initial annual output of straight-length rebar, coiled rebar and wire rod of more than 100,000 tons with the ability to increase annual production to 500,000 tons. This facility will allow us to better serve wire rod and rebar customers in the southwestern U.S. market.

SHEET MILLS

Nucor’s four sheet mills utilize thin slab casters to produce flat-rolled steel for the automotive, appliance, pipe and tube, construction and other industries. Nucor constructed three of the sheet mills between 1989 and 1996, and Nucor’s wholly owned subsidiary, Nucor Steel Decatur, LLC, purchased substantially all of the assets of Trico Steel Company, LLC in 2002. In 2009, Nucor began operations at the galvanizing facility at the Decatur sheet mill. This line enables Nucor to expand the products offered to the galvanized market and increases the sheet mills’ total coated capacity by one-third. All four of our sheet mills are now fully equipped with cold rolling mills and galvanizing lines for further processing of hot-rolled sheet. The total capacity of the four sheet mills is approximately 10,800,000 tons per year.

Nucor began operations of its Castrip facility in Crawfordsville, Indiana, in May 2002. This facility uses the breakthrough technology of strip casting, to which Nucor holds exclusive rights in the United States and Brazil. Strip casting involves the direct casting of molten steel into final shape and thickness without further hot or cold rolling. This process allows lower investment and operating costs, reduced energy consumption and smaller scale plants than can be economically built with current technology. This process also reduces the overall environmental impact of producing steel by generating significantly lower emissions. In 2009, Nucor commissioned the second Castrip production facility in Blytheville, Arkansas. Our Castrip - Arkansas team, supported by the Castrip - Indiana team, experienced a successful start-up and began making product available to customers in late 2009, just four months after beginning equipment commissioning.

STRUCTURAL MILLS

The structural mills produce wide-flange steel beams, pilings and heavy structural steel products for fabricators, construction companies, manufacturers and steel service centers. In 1988, Nucor and Yamato Kogyo Co. LTD., one of Japan’s major producers of wide-flange beams, completed construction of a beam mill located near Blytheville, Arkansas. Nucor owns a 51% interest in Nucor-Yamato Steel Company. During 1999, Nucor started operations at its 1,000,000 tons-per-year steel beam mill in South Carolina. Both mills use a special continuous casting method that produces a beam blank closer in shape to that of the finished beam than traditional methods. Current annual production capacity of our two structural mills is approximately 3,700,000 tons.

PLATE MILLS

Nucor operates two plate mills. Nucor completed construction of its first plate mill, located in North Carolina, in 2000 with the competitive advantages of new, more efficient production technology. In 2004, Nucor’s wholly owned subsidiary, Nucor Steel Tuscaloosa, Inc., purchased substantially all the assets of Corus Tuscaloosa. The Tuscaloosa mill has an annual capacity of 1,200,000 tons and complements our product offering with thinner gauges of coiled and cut-to-length plate. Our mills produce plate for manufacturers of heavy equipment, rail cars, wind towers, bridges, ships, barges, refinery tanks and others. Our products are also used in the pipe and tube, pressure vessel, transportation and construction industries. Current annual production capacity of our two plate mills is approximately 2,800,000 tons.

Construction is underway to install a new heat treating facility at the plate mill in North Carolina. Heat treated plate is used in applications where higher strength, abrasion resistance and toughness are required. This value-added product will allow Nucor’s plate mills to expand business with both current and new customers.


  10       

    OPERATIONS REVIEW

 

OPERATIONS

Nucor’s steel mills are among the most modern and efficient mills in the United States. Recycled steel scrap and other metallics are melted in electric arc furnaces and poured into continuous casting systems. Highly sophisticated rolling mills convert the billets, blooms and slabs into rebar, angles, rounds, channels, flats, sheet, beams, plate and other products.

Production decreased 32% from 20,446,000 tons in 2008 to 13,998,000 tons in 2009. Annual production capacity has grown from 120,000 tons in 1970 to a present total of more than 25,000,000 tons.

The operations in the steel mills are highly automated, resulting in employment costs of approximately 8% of the sales dollar in 2009. Employee turnover in Nucor mills is extremely low. All employees have a significant part of their compensation based on their productivity. Production employees work under group incentives that provide increased earnings for increased production. This additional compensation is paid weekly.

Steel mills are large consumers of electricity and natural gas. Total energy costs per ton increased 2% from 2008 to 2009. Because of the efficiency of Nucor steel mills, these energy costs were less than 8% of the sales dollar in both years. Nucor is partially hedged against exposure to increases in energy costs.

Scrap and scrap substitutes are the most significant element in the total cost of steel production. The average cost of scrap and scrap substitutes used decreased 31% from $438 per ton in 2008 to $303 per ton in 2009. A raw material surcharge implemented in 2004 has allowed Nucor to maintain operating margins and to meet our commitments to customers in spite of highly volatile scrap and scrap substitute costs.

MARKETS AND MARKETING

Approximately 86% of the steel mills’ production in 2009 was sold to outside customers, and the balance was used internally by the Vulcraft, Cold Finish, Rebar Fabrication, Buildings Group and Fastener divisions. Steel shipments to outside customers decreased 34% from 18,185,000 tons in 2008 to 12,075,000 tons in 2009.

Our steel mill customers are primarily manufacturers, steel service centers and fabricators. The sheet mills continue to build long-term relationships with contract customers who purchase more value-added products. We enter 2010 with approximately 35% of our sheet mill volume committed to contract customers. Contract terms are typically six to twelve months in length with various renewal structures. These contracts are non-cancelable agreements with a pricing formula that varies based on raw material costs.

INTEREST IN DUFERDOFIN NUCOR

In July 2008, Nucor acquired 50% of the stock of Duferdofin Nucor S.r.l., an unconsolidated affiliate, for approximately $671.3 million (including $4.3 million paid in 2009 as an adjustment to the purchase price). Duferdofin Nucor operates a 1,000,000 ton-per-year steel melt shop with a bloom/billet caster in Brescia, Italy. The company also operates four rolling mills located throughout Italy — two beam mills, one track shoes/cutting edges mill and a new merchant/rebar mill. The rolling mill capacities are as follows: 1,000,000 metric tons for beams, 55,000 metric tons for track shoes/cutting edges and 450,000 metric tons for bar. The new merchant/rebar mill was commissioned in late 2009.

Duferdofin Nucor’s customers are primarily steel service centers and distributors located in Italy, other countries in Southern Europe and North Africa. We expect our strong customer relationships and reputation in the beam market to assist us in the bar market in those countries.


   

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LOGO


  12       

    OPERATIONS REVIEW

 

STEEL PRODUCTS SEGMENT

 

 

LOGO

 

 


   

  13  

 

 

 

REINFORCING PRODUCTS Harris Steel fabricates rebar for highways, bridges and other infrastructure, as well as commercial and multi-tenant residential construction markets.

 

 

OPERATIONS

In February 2004, Nucor acquired a one-half interest in Harris Steel, Inc., the U.S. reinforcing steel (rebar) fabrication business of Harris Steel Group, Inc. (Harris Steel). After three successful years working together, in March 2007 Nucor acquired Harris Steel for a cash purchase price of approximately $1.06 billion with $68.4 million in debt assumed related to the net assets acquired. Harris Steel now operates as a subsidiary of Nucor, fabricating products in the U.S. and Canada.

At the acquisition date, Harris Steel had rebar fabrication annual capacity of about 770,000 tons per year. Harris Steel is operating as a growth platform for Nucor in the rebar fabrication business. In August 2008, Harris Steel acquired all of the issued and outstanding common shares of Ambassador Steel Corporation for a cash purchase price of approximately $185.1 million. At closing, Harris Steel also repaid Ambassador’s bank debt of approximately $135.6 million. The purchase price was adjusted in 2009, resulting in the payment of an additional $25.7 million. Based in Auburn, Indiana, Ambassador Steel is a fabricator and distributor of concrete reinforcing steel and related products. Although our acquisition initiatives were put on hold in late 2008 because of the economic collapse and financial crisis, Harris Steel acquired Free State Steel late in 2009, adding locations in Maryland and Virginia. With the addition of Ambassador Steel to the other acquisitions that Harris Steel has completed, our rebar fabrication capacity has more than doubled to 1,588,000 tons since Nucor acquired Harris Steel in 2007. In 2009, fabricated rebar sales were 954,000 tons compared to 955,000 tons in 2008.

MARKETS AND MARKETING

Reinforcing products are essential to concrete construction. They supply tensile strength, as well as additional compressive strength, and protect the concrete from cracking. Harris Steel bids on and executes a wide variety of construction work primarily classified as infrastructure, including highways, bridges, reservoirs, utilities, hospitals, schools, airports and stadiums. Harris Steel is also active in commercial office building and multi-tenant residential (high-rise) construction. In most markets, Harris Steel sells reinforcing products on an installed basis; i.e., Harris Steel fabricates the reinforcing products for a specific application and performs installation. Harris Steel operates facilities across the U.S. and Canada, with each facility serving a local market.

 

 

STEEL MESH, GRATING AND FASTENER Nucor manufactures wire products, grating and industrial bolts.

 

 

STEEL MESH

Nucor produces steel mesh at Nucor Steel Connecticut, Inc. and Nucor Wire Products of Pennsylvania, Inc. In addition to these facilities in the U.S., Nucor produces steel mesh in Canada at Harris Steel’s operations at Laurel and Laurel-LEC. The combined annual production capacity of the steel mesh facilities is approximately 233,000 tons.

GRATING

With the acquisition of Harris Steel, Nucor expanded existing product offerings by entering into the steel grating market. Fisher & Ludlow, a division of Harris Steel, fabricates steel and aluminum bar grating, safety grating and expanded metal products in facilities located throughout North America. Fisher & Ludlow serves the new construction and maintenance-related markets with annual production capacity of approximately 103,000 tons.

FASTENER

Nucor Fastener’s state-of-the-art steel bolt-making facility in Indiana produces standard steel hexhead cap screws, hex bolts, structural bolts and custom-engineered fasteners. Fasteners are used in a broad range of markets, including automotive, machine tools, farm implements, construction and military applications. Annual capacity is more than 75,000 tons. Nucor Fastener’s dedication to quality, on-time delivery and exceptional customer service yields a competitive advantage in a very import-sensitive market. Nucor Fastener obtains much of its steel from the Nucor bar mills.


  14       

    OPERATIONS REVIEW

 

 

 

VULCRAFT AND VERCO are the nation’s largest producers and leading innovators of open-web steel joists, joist girders and steel deck, which are used primarily for non-residential building construction.

 

 

OPERATIONS

Steel joists and joist girders are produced and marketed nationally through seven Vulcraft facilities located across the United States. Current annual production capacity is approximately 715,000 tons. In 2009, Vulcraft produced 264,000 tons of steel joists and joist girders, a decrease of 46% from the 485,000 tons produced in 2008. Material costs, primarily steel, were approximately 63% of the joist sales dollar in 2009 (62% in 2008). Vulcraft obtained 99% of its steel requirements for joists and joist girders from the Nucor bar mills in both 2009 and 2008. Freight costs for joists and joist girders were less than 10% of the sales dollar in both years. Vulcraft maintains an extensive fleet of trucks to ensure on-time delivery.

Steel decking is produced and marketed nationally through nine deck plants located throughout the country. Six of these plants were constructed by Nucor adjacent to Vulcraft joist facilities. In November 2006, Nucor’s wholly owned subsidiary, Verco Decking, Inc, purchased substantially all of the assets of Verco Manufacturing Company (Verco). This acquisition included three deck plants located in Arizona and California, positioning Nucor to better supply the large western construction market. Current annual deck production capacity is now approximately 530,000 tons. In 2009 steel deck sales decreased by 38% to 310,000 tons, compared to the record 498,000 tons in 2008. Material costs, primarily coiled sheet steel, were approximately 73% of the steel deck sales dollar in 2009 (72% in 2008). In 2009, Nucor obtained 83% of its steel requirements for steel deck production from the Nucor sheet mills (73% in 2008). In 2009 and 2008, freight costs for deck were less than 10% of the sales dollar.

Production employees of Vulcraft and Verco work with a group incentive system that provides increased compensation each week for increased performance.

MARKETS AND MARKETING

The majority of steel joists, joist girders and steel decking are used extensively as part of the roof and floor support systems in manufacturing buildings, retail stores, shopping centers, warehouses, schools, churches, hospitals and, to a lesser extent, in multi-story buildings and apartments.

Steel joists and joist girder sales are obtained by competitive bidding. Vulcraft quotes on a significant percentage of the domestic buildings using steel joists and joist girders as part of the support systems. In 2009, Vulcraft supplied more than 40% of total domestic sales of steel joists. Steel deck sales are also obtained by competitive bidding. The majority of steel deck is used to support roofs and is also used as concrete floor support in high-rise buildings. In 2009, Vulcraft supplied more than 30% of total domestic sales of steel deck.

Sales of steel joists, joist girders and steel deck are dependent on the non-residential building construction market.


   

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LOGO


  16       

    OPERATIONS REVIEW

 

 

 

BUILDINGS GROUP AND LIGHT GAUGE STEEL FRAMING

Nucor manufactures custom-engineered and standard metal buildings and components as well as load-bearing light gauge steel framing systems for the commercial, residential and institutional construction markets.

 

 

BUILDINGS GROUP

Nucor produces metal buildings and components throughout the U.S. Prior to 2007, Nucor had a single brand, Nucor Building Systems, which consisted of three facilities located in Indiana, South Carolina and Texas. During the first quarter of 2008, Nucor’s Brigham City, Utah, facility began its operations, adding 30,000 tons to annual capacity. These four plants have an annual capacity of 175,000 tons.

In August of 2007, Nucor completed the acquisition of Magnatrax Corporation (Magnatrax) via the merger of Magnatrax with a wholly owned subsidiary of Nucor, for a cash purchase price of approximately $275.2 million. Magnatrax’s seven fabricating plants located throughout the U.S. have annual capacity of approximately 290,000 tons. Magnatrax Corporation was a leading provider of custom-engineered metal buildings and components for the North American non-residential construction market. Although Nucor has retired the Magnatrax name, we retained Magnatrax’s four metal buildings brands: American Buildings Company, Kirby Building Systems, Gulf States Manufacturers and CBC Steel Buildings.

In total, Nucor’s Buildings Group currently has eleven metal buildings plants with an annual capacity of approximately 465,000 tons. The size of the buildings that can be produced ranges from less than 1,000 square feet to more than 1,000,000 square feet. Complete metal building packages can be customized and combined with other materials such as glass, wood and masonry to produce a cost-effective, aesthetically pleasing building designed for customers’ special requirements. The buildings are sold primarily through an independent builder distribution network in order to provide fast-track, customized solutions for building owners.

The Buildings Group sales decreased 44% from a record 292,000 tons in 2008 to 163,000 tons in 2009. The primary markets served are commercial, industrial and institutional buildings, including distribution centers, automobile dealerships, retail centers, schools, warehouses and manufacturing facilities. The Buildings Group obtains a significant portion of its steel requirements from the Nucor bar and sheet mills.

 

LIGHT GAUGE STEEL FRAMING

 

NUCONSTEEL™ (Nucon) specializes in load-bearing light gauge steel framing systems for the commercial and residential construction markets with fabrication facilities in Texas and Georgia. Nucon also sells its proprietary products through a growing network of authorized fabricators located throughout the United States.

 

Nucon has introduced two low-cost automated fabrication systems for residential construction: the NUFRAME™ automated wall panel system and the NUTRUSS® automated truss system. Nucon uses these systems in its residential wall panel and truss fabrication facility in Texas and has formed a separate group within Nucon to sell and license the systems to third parties.

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COLD FINISH Nucor is North America’s largest producer of cold finish products for a wide range of industrial markets.

 

 

Nucor Cold Finish is the largest producer of cold finish bars in North America and has facilities in Nebraska, South Carolina, Utah, Wisconsin, Missouri and Ontario, Canada. Three of these facilities were originally constructed by Nucor between 1978 and 1983 while the remaining facilities were purchased through acquisitions beginning in 2005. As part of the Harris Steel acquisition in March 2007, Nucor added the Laurel Cold Finish operation with annual capacity of approximately 225,000 tons. In August 2007, Nucor purchased the assets of LMP Steel & Wire Company (LMP) in Maryville, Missouri. With approximately 100,000 tons of annual capacity, LMP is a producer of cold finished bar and operates related businesses servicing the construction and OEM markets in North America. The total capacity of the Nucor cold finish bar and wire facilities is approximately 860,000 tons per year. In 2009, sales of cold finished steel products were 330,000 tons, a decrease of 32% from the record 485,000 tons sold in 2008.

These facilities produce cold-drawn, turned, ground and polished steel bars that are used extensively for shafting and other precision machined applications. Nucor Cold Finish produces rounds, hexagons, flats and squares in carbon, alloy and leaded steels. These bars, in turn, are purchased by the automotive, farm machinery, fluid power, construction equipment, appliance and electric motor industries, as well as by service centers. Nucor Cold Finish bars are used in tens of thousands of products. A few examples include anchor bolts, hydraulic cylinders and shafting for air conditioner compressors, ceiling fan motors, garage door openers, electric motors and lawn mowers.

Nucor’s cold finish facilities are among the most modern in the world and most use in-line electronic testing to ensure outstanding quality. Nucor Cold Finish obtains most of its steel from the Nucor bar mills. This factor, along with our facilities’ use of the latest technology, results in a highly competitive cost structure.

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    OPERATIONS REVIEW

 

RAW MATERIALS SEGMENT

 

 

SCRAP AND SCRAP SUBSTITUTES are Nucor’s single largest cost. Over the past several years, Nucor has executed a raw materials strategy to control the supply of high quality metallics for consumption at the steel mills.

 

 

 

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*Hong Kong office not shown


   

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OPERATIONS

In February 2008, Nucor completed the acquisition of The David J. Joseph Company (DJJ) and related affiliates for a cash purchase price of approximately $1.44 billion, the largest acquisition in our history. DJJ immediately became a Nucor growth platform for strategic acquisitions. By the end of 2008, we added approximately one million tons of scrap processing and 23 locations. Although the economy precluded our team from pursuing acquisitions in 2009, we expect to add additional scrap yards in 2010. Our total annual scrap processing capacity is now approaching five million tons. In addition to processing scrap, DJJ brokers ferrous scrap; internationally sources scrap, pig iron and other scrap substitutes; and brokers ferro-alloys and nonferrous metals. The DJJ Mill and Industrial Services business provides logistics and metallurgical blending operations and offers on-site handling and trading of industrial scrap. The DJJ Rail Services business oversees the largest private fleet of rail cars dedicated to scrap movement and offers complete railcar fleet management and leases for third parties. All of these businesses have strategic value to Nucor as the most diversified North American steel producer.

Nucor’s direct reduced iron (“DRI”) plant, Nu-Iron Unlimited, is located in Trinidad and has capacity of 1,800,000 metric tons. We are currently working on a plan to expand the capacity of this facility. The Trinidad site benefits from a low-cost supply of natural gas and favorable logistics for receipt of Brazilian iron ore and shipment of DRI to the U.S.

INTERNATIONAL JOINT VENTURE

Nucor has a 25% interest in a joint venture that owns a commercial HIsmelt® plant in Kwinana, Western Australia. The HIsmelt process converts iron ore fines and coal fines to liquid metal, eliminating the need for a blast furnace, sinter/pellet plants and coke ovens. This plant has an initial annual capacity of 800,000 metric tons and is expandable to over 1,500,000 metric tons. In December 2008, production at the HIsmelt plant was temporarily suspended due to market conditions. As a result, Nucor recorded an impairment charge of $84.8 million in 2008. The joint venture hopes to resume operations when conditions in the pig iron market improve.

GREENFIELD PROJECT

In 2008 Nucor applied for a permit to build a state-of-the-art iron-making facility in St. James Parish, Louisiana. This project has been delayed while we continue working through an extended permitting process and await the outcome of climate change legislation that is currently pending in Congress. Sites outside of the United States are still being considered, and the site selection and capital investment are subject to approval by Nucor’s board of directors. We remain committed to our goal of controlling one-third of our iron inputs via pig iron, direct reduced iron or using other iron making technologies and have several options under development to complement or replace the Louisiana blast furnace project if the threat of climate change legislation or other circumstances make that project unviable.


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    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

    OPERATIONS

 

 

 

OVERVIEW

Nucor and affiliates are manufacturers of steel and steel products, with operating facilities primarily located in North America. Nucor’s customers are principally located in North America and, increasingly, internationally. Nucor is also a scrap processor and broker and is North America’s largest recycler. Additionally, the Company’s operations include international trading companies that buy and sell steel and steel products. Nucor reports its results in three segments: steel mills, steel products and raw materials.

Principal products from the steel mills segment are hot-rolled steel (angles, rounds, flats, channels, sheet, wide-flange beams, pilings, billets, blooms, beam blanks and plate) and cold-rolled steel. Principal products from the steel products segment are steel joists and joist girders, steel deck, fabricated concrete reinforcing steel; cold finish steel, steel fasteners, metal building systems; light gauge steel framing; steel grating and expanded metal; and wire and wire mesh. The raw materials segment produces direct reduced iron (DRI) used by the steel mills; brokers ferrous and nonferrous metals, pig iron and HBI/DRI; supplies ferro-alloys; and processes ferrous and nonferrous scrap.

Hot-rolled steel is manufactured principally from scrap, utilizing electric arc furnaces, continuous casting and automated rolling mills. In 2009, approximately 82% of the tons sold by the raw materials segment were consumed internally by the steel mills segment; the remaining tons were sold to non-affiliated customers. Cold-rolled steel, cold finished steel, steel joists and joist girders, fabricated concrete reinforcing steel, steel fasteners grating and expanded metal, wire and wire mesh are manufactured by further processing of hot-rolled steel. Steel deck, light gauge framing and wire mesh are manufactured from cold-rolled and cold drawn steel. In 2009, approximately 86% of the steel mills segment production was sold to non-affiliated customers; the remainder was used internally by the steel products segment.

The recession experienced by the global economy and its effects on steel markets throughout 2009 were unprecedented. This year was the first since 2001 in which Nucor has experienced a decrease in sales when compared to the prior year. The significant reduction in demand for our products, particularly in the first half of the year, resulted in the first annual net loss in the history of our company. Our results improved each quarter, however, and we ended the year with a profitable fourth quarter.

The strength of our balance sheet and our culture enable us to use downturns as opportunities to grow Nucor’s long-term earnings power. In recent years, we have strengthened Nucor’s position as North America’s most diversified steel producer. With this product line diversity, Nucor’s short-term performance is not tied to any one market.

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COMPARISON OF 2009 TO 2008

RESULTS OF OPERATIONS

NET SALES

Net sales to external customers by segment for 2009 and 2008 were as follows:

 

             (in thousands)

Year Ended December 31,

   2009      2008      % Change  
     

Steel mills

   $  7,159,512      $16,477,900      -57%  

Steel products

   2,691,322      4,339,524      -38%  

Raw materials

   1,076,964      2,403,075      -55%  

All other

   262,498      442,825      -41%  
            

Total net sales to external customers

   $11,190,296      $23,663,324      -53%  
            
                

Net sales for 2009 decreased 53% from the prior year due to the most challenging market conditions in Nucor’s history. The average sales price per ton decreased 32% from $940 in 2008 to $637 in 2009, while total tons shipped to outside customers decreased 30%.

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In the steel mills segment, production and sales tons were as follows:

 

             (in thousands)

Year Ended December 31,

   2009      2008      % Change  
     

Steel production

   13,998      20,446      -32%  
            

Outside steel shipments

   12,075      18,185      -34%  

Inside steel shipments

   1,961      2,747      -29%  
            

Total steel shipments

   14,036      20,932      -33%  
            
                

Net sales to external customers in the steel mills segment decreased 57% due to a 34% decrease in tons sold to outside customers and a 35% decrease in the average sales price per ton from $907 in 2008 to $593 in 2009. Total production levels at the steel mills decreased 32% due to significant decreases in outside shipments as well as in tons supplied to Nucor’s downstream businesses.


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Tonnage data for the steel products segment is as follows:

 

             (in thousands)

Year Ended December 31,

   2009      2008      % Change  
     

Joist production

   264      485      -46%  

Deck sales

   310      498      -38%  

Cold finished sales

   330      485      -32%  

Fabricated concrete
reinforcing steel sales

   954      955      —    
                

Net sales to external customers in the steel products segment decreased 38% from 2008 due to a 26% decrease in tons sold to outside customers and a 16% decrease in the average sales price per ton from $1,500 to $1,263.

Sales for the raw materials segment decreased 55% from 2008 due to declines in both volume and price. Only ten months of DJJ’s sales were included in Nucor’s consolidated results in 2008. Prior to the acquisition of DJJ, Nucor had no outside sales of raw materials. Approximately 80% of outside sales in the raw materials segment in 2009 were from brokerage operations of DJJ and approximately 19% of the outside sales were from the scrap processing facilities (77% and 22%, respectively, in 2008).

The “All other” category includes Nucor’s steel trading businesses. The year-over-year decreases in sales are primarily due to decreased sales prices per ton.

GROSS MARGIN

In 2009, Nucor recorded gross margins of $154.4 million (1%) compared to $4.05 billion (17%) in 2008. The year-over-year dollar and gross margin decreases were the result of the 30% decrease in total shipments to outside customers and decreased average selling price per ton for all products. Additionally, the decreases were due to the following factors:

 

   In the steel mills segment, the average scrap and scrap substitute cost per ton used in our steel mills segment decreased 31% from $438 in 2008 to $303 in 2009; however, metal margins (the difference between selling price of steel and the cost of scrap and scrap substitutes) also decreased. The results of the first nine months of 2009 included a substantially greater burden than the prior year from the accelerated consumption of high-cost pig iron inventories, primarily at our sheet mills. These inventories were purchased prior to the collapse of both the economy and scrap/pig iron pricing in last year’s fourth quarter. The consumption of the high-cost pig iron inventories had a negative impact of approximately $420 million and was completed by the close of the third quarter.

 

   Pre-operating and start-up costs of new facilities increased to $160.0 million in 2009, compared with $128.6 million in 2008. In 2009, these costs primarily related to the start-up of the SBQ mill in Memphis, Tennessee, the construction and start-up of the galvanizing line at our Decatur, Alabama mill, the proposed iron-making facility and the Castrip project in Blytheville, Arkansas. In 2008, these costs related to the HIsmelt project in Australia, the construction of the SBQ mill, the start-up of the Castrip facility, the construction of the galvanizing line and the start-up of our building systems plant in Brigham City, Utah. Nucor defines pre-operating and start-up costs, all of which are expensed, as the losses attributable to facilities or major projects that are either under construction or in the early stages of operation. Once these facilities or projects have attained a utilization rate that is consistent with our similar operating facilities, they are no longer considered by Nucor to be in start-up.

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Total energy costs increased $1 per ton from 2008 to 2009 due primarily to decreased utilization rates across all product lines; however, due to the efficiency of Nucor’s steel mills, energy costs remained less than 8% of the sales dollar in 2009 and 2008.

The decrease in gross margin was partially offset by a LIFO credit of $466.9 million in 2009, compared with a charge of $341.8 million in 2008.


   

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MARKETING, ADMINISTRATIVE AND OTHER EXPENSES

Two major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs decreased 3% from 2008 to 2009 primarily due to lower fuel costs. Profit sharing costs, which are based upon and fluctuate with pre-tax earnings, decreased approximately 96% from 2008 to 2009 mainly due to our net loss for 2009. In 2009, profit sharing costs primarily consisted of $9.6 million of matching contributions made to the 401(k) portion of the Company’s Profit Sharing and Retirement Savings Plan for qualified employees. In 2008, profit sharing costs included $281.3 million for contributions to the Profit Sharing and Retirement Savings Plan (including the Company’s matching contribution) and an additional $36.2 million in extraordinary bonuses paid to employees for the achievement of record earnings during the year. Profit sharing costs also fluctuate based on Nucor’s achievement of certain financial performance goals, including comparisons of Nucor’s financial performance to peers in the steel industry and to other high-performing companies. Stock-based compensation included in marketing, administrative and other expenses increased 8% to $19.5 million in 2009 compared with $18.1 million in 2008, and includes costs associated with vesting of stock awards granted in prior years.

EQUITY IN LOSSES OF UNCONSOLIDATED AFFILIATES

Nucor incurred equity method investment losses of $82.3 million and $36.9 million in 2009 and 2008, respectively. The increase in the equity method investment losses is primarily due to losses at Duferdofin Nucor S.r.l., including a pre-tax charge to write-down inventories to the lower of cost or market of $46.8 million in 2009. Nucor acquired a 50% economic and voting interest in Duferdofin Nucor in July 2008.

IMPAIRMENT OF NON-CURRENT ASSETS

In 2009, Nucor recorded $2.8 million in charges for impairment of non-current assets compared with $105.2 million in charges in 2008. Approximately $84.8 million of the impairment charge in 2008 was for the impairment of our investment in the HIsmelt joint venture in Australia. The HIsmelt process is a blast furnace replacement technology that has the potential to be a hot metal source for electric arc furnaces. In December 2008, production at the HIsmelt plant was suspended due to market conditions. Given the uncertain outlook for the pig iron market and the fact that the technology is not yet fully commercialized, management decided it was appropriate to recognize an impairment of this investment. Restart of this facility has not yet commenced.

INTEREST EXPENSE (INCOME)

Net interest expense is detailed below:

 

        (in thousands)

Year Ended December 31,

   2009       2008       
   

Interest expense

   $149,922       $134,554       

Interest income

   (15,170)      (44,071)      
         

Interest expense, net

   $134,752       $  90,483       
         
           

Gross interest expense increased 11% over 2008 primarily due to increased average debt outstanding of approximately 4% and increased interest related to uncertain tax positions. Gross interest income decreased approximately 66% primarily due to a significant decrease in the average interest rate earned on investments. The decrease in rates was offset by a 29% increase in average investments attributable to cash received from the issuance of debt and equity during the second quarter of 2008 and decreased acquisition activity and capital expenditures in 2009 as compared to 2008.

NONCONTROLLING INTERESTS

Noncontrolling interests represent the income attributable to the minority interest partners of Nucor’s joint ventures, primarily Nucor-Yamato Steel Company (NYS), Nucor Trading S.A., and Barker Steel Company, Inc., of which Nucor owns 51%, 75% and 90%, respectively. The 82% decrease in noncontrolling interests was primarily attributable to the decreased earnings of NYS, which were due to the significant weakening of the structural steel market. Under the NYS limited partnership agreement, the minimum amount of cash to be distributed each year to the partners is the amount needed by each partner to pay applicable U.S. federal and state income taxes. In 2009, the amount of cash distributed to noncontrolling interest holders exceeded the earnings attributable to noncontrolling interests based on mutual agreement of the general partners; however, the cumulative amount of cash distributed to partners was less than the cumulative net earnings of the partnership.

PROVISION FOR INCOME TAXES

The effective tax rate in 2009 was 42.7% compared with 30.9% in 2008. Our effective tax rate for each of the periods presented has been impacted by the recast of earnings attributable to noncontrolling interests to a position after earnings before income taxes and noncontrolling interests in accordance with the amended guidance on accounting and reporting for noncontrolling interests, which we adopted on January 1, 2009. The change in the rate between 2008 and 2009 is primarily due to the changes in relative proportions


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of net income attributable to noncontrolling interests to total pre-tax income and to the pre-tax loss position in 2009 and the related reduction in domestic manufacturing deduction benefits. In 2008, Nucor recorded refundable state income tax credits of $6.1 million (none in 2009). The IRS is currently examining Nucor’s 2005 and 2006 federal income tax returns. Management believes that the company has adequately provided for any adjustments that may arise from this audit.

NET EARNINGS AND RETURN ON EQUITY

Nucor reported a net loss of $293.6 million or $0.94 per diluted share in 2009 compared to record net earnings and earnings per share of $1.83 billion and $5.98 per diluted share in 2008. Net earnings (loss) attributable to Nucor stockholders as a percentage of net sales were (2.6%) in 2009 and 7.7% in 2008. Return on average stockholders’ equity was (4%) and 28% in 2009 and 2008, respectively.

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COMPARISON OF 2008 TO 2007

RESULTS OF OPERATIONS

NET SALES

Net sales to external customers by segment for 2008 and 2007 were as follows:

 

             (in thousands)

Year Ended December 31,

   2008      2007      % Change  
     

Steel mills

   $16,477,900      $13,311,212      24%  

Steel products

   4,339,524      3,051,648      42%  

Raw materials

   2,403,075      —      —  

All other

   442,825      230,116      92%  
            

Total net sales to external customers

   $23,663,324      $16,592,976      43%  
            
                

Net sales for 2008 increased 43% over the prior year due to the strength of the first nine months of the year. The average sales price per ton increased 30% from $723 in 2007 to $940 in 2008, while total shipments to outside customers increased 10%. The fourth quarter average sales price per ton decreased 13% from the third quarter, accompanied by a 36% decrease in tons shipped to outside customers.

In the steel mills segment, production and sales tons were as follows:

 

             (in thousands)

Year Ended December 31,

   2008      2007      % Change  
     

Steel production

   20,446      22,089      -7%  
            

Outside steel shipments

   18,185      20,235      -10%  

Inside steel shipments

   2,747      2,112      30%  
            

Total steel shipments

   20,932      22,347      -6%  
            
                


   

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Net sales to external customers increased 24% due to a 38% increase in the average sales price per ton from $659 in 2007 to $907 in 2008, partially offset by a 10% decrease in steel sales to outside customers. Although outside steel shipments decreased 10%, total production levels at the steel mills only decreased 7% due to an increase in the tons supplied to Nucor’s downstream businesses. Steel consumed internally by the steel products segment increased due to the acquisitions made in 2007 and 2008.

Net sales to external customers in the steel products segment increased 42% over 2007. Approximately 60% of the increase was due to increased volume, primarily attributable to the acquisitions of Harris Steel in March 2007, Magnatrax Corporation in August 2007 and Ambassador Steel Corporation in August 2008. The increased sales for the segment were also due to a 16% increase in the average selling price per ton.

Approximately 77% of outside sales in the raw materials segment in 2008 were from brokerage operations of DJJ and approximately 22% of the outside sales were from the scrap processing facilities. Prior to the acquisition of DJJ in February 2008, there were no outside sales of raw materials.

In 2008 and 2007, the “All other” category included the steel trading businesses that Nucor owns through Harris Steel. The year-over-year increases in sales were due to Nucor owning Harris Steel for all of 2008 versus only a portion of 2007 (since March), combined with increased sales prices per ton.

GROSS MARGIN

In 2008, Nucor recorded gross margins of $4.05 billion (17%) compared to $3.13 billion (19%) in 2007. The year-over-year dollar increase was due to increased average selling price per ton for all products and the significant acquisitions made by Nucor in 2007 and 2008. The decrease in our gross margin percentage was due to the following factors:

 

The cost of raw materials, including scrap and energy, continued to escalate. In the steel mills segment, the average price of raw materials used increased approximately 54% in 2008, primarily due to the increased cost of scrap and scrap substitutes, our main raw materials. The average scrap and scrap substitute cost per ton used in our steel mills segment increased 58% from $278 in 2007 to $438 in 2008. Total energy costs per ton increased $6 from 2007 to 2008 as natural gas prices increased 21% and electricity prices increased 14%. In the steel products segment, the average price of raw materials used increased 21% over the prior year.

 

As a result of these increased raw material and energy costs, Nucor incurred a LIFO charge of $341.8 million in 2008, compared with a charge of $194.3 million in 2007. Nucor also recorded $48.9 million in charges to write down inventories to the lower of cost or market in 2008 (none in 2007).

 

DJJ’s business of collecting and processing ferrous and nonferrous materials for resale typically operates at lower margins than Nucor has historically experienced as a manufacturer of steel and steel products.

 

Amortization expense increased from $24.4 million in 2007 to $69.4 million in 2008. The increase was due to the acquisitions that occurred in 2008, which resulted in approximately $593.7 million of additional amortizable intangible assets, and the recording of a full year of amortization expense on the intangible assets acquired in 2007.

 

Pre-operating and start-up costs of new facilities increased to $128.6 million in 2008, compared with $56.1 million in 2007. In 2008, these costs related to the HIsmelt project, the construction of our SBQ mill, the start-up of our Castrip facility in Arkansas, the construction of a galvanizing line at our sheet mill in Alabama and the start-up of our building systems plant in Utah. In 2007, these costs primarily related to the HIsmelt project, the construction of the SBQ mill and the start-up of the Utah building systems plant.

MARKETING, ADMINISTRATIVE AND OTHER EXPENSES

Unit freight costs increased 14% from 2007 to 2008 primarily due to higher fuel costs. Profit sharing costs increased approximately 26% from 2007 to 2008. In 2008, profit sharing costs included $281.3 million for contributions to a Profit Sharing and Retirement Savings Plan for qualified employees, compared with $229.9 million in 2007. Profit sharing costs in 2008 included an additional $36.2 million in extraordinary bonuses paid to employees for the achievement of record earnings during the year. Stock-based compensation included in marketing, administrative and other expenses increased 5% to $18.1 million in 2008 compared with $17.3 million in 2007. Since stock-based compensation is impacted by changes in Nucor’s stock price and net earnings, the 24% increase in Nucor’s net earnings was offset by the 22% decrease in the stock price.


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EQUITY IN LOSSES OF UNCONSOLIDATED AFFILIATES

Nucor incurred equity method investment losses of $36.9 million and $24.6 million in 2008 and 2007, respectively. The increase in the equity method investment losses is primarily due to losses at the HIsmelt joint venture in Australia.

IMPAIRMENT OF NON-CURRENT ASSETS

In 2008, Nucor recorded $105.2 million in charges for impairment of non-current assets. Approximately $84.8 million of the impairment charge is for the impairment of our investment in the HIsmelt joint venture in Australia.

INTEREST EXPENSE (INCOME)

Net interest expense is detailed below:

 

        (in thousands)

Year Ended December 31,

   2008       2007     

Interest expense

   $134,554      $51,106     

Interest income

   (44,071)      (45,637)    
         

Interest expense, net

   $  90,483       $  5,469     
         
           

Gross interest expense more than doubled from 2007 to 2008 primarily due to increased average debt outstanding, accompanied by increased average interest rates. Nucor issued $2.3 billion in notes from the beginning of the fourth quarter of 2007 through the end of 2008 at rates slightly higher than the majority of our pre-existing debt. Gross interest income decreased approximately 3%, primarily due to a significant decrease in the average interest rate earned on investments. The decrease in rates was offset by a 41% increase in average investments attributable to cash received from the issuance of debt and equity during the second quarter of 2008 and decreased stock repurchase activity as compared to 2007.

NONCONTROLLING INTERESTS

The 7% increase in noncontrolling interests was primarily attributable to the increased earnings of NYS in the first half of the year, which were due to the strength of the structural steel market.

PROVISION FOR INCOME TAXES

Nucor had an effective tax rate of 30.9% in 2008 compared with 30.7% in 2007. In 2008, Nucor recorded refundable state income tax credits of $6.1 million ($10.7 million in 2007).

NET EARNINGS AND RETURN ON EQUITY

Net earnings and earnings per share for 2008 increased 24% and 21%, respectively, to a record $1.83 billion and $5.98 per diluted share, compared with $1.47 billion and $4.94 per diluted share in 2007. Net earnings as a percentage of net sales were 7.7% in 2008 compared with 8.9% in 2007. The 21% increase in earnings per share also reflects the effect of the public offering of approximately 27.7 million common shares in the second quarter of 2008. Return on average stockholders’ equity was 28.1% and 29.5% in 2008 and 2007, respectively.

 

 

LIQUIDITY AND CAPITAL RESOURCES

Cash flows provided by operating activities provide us with a significant source of liquidity. When needed, we also have external short-term financing sources available including the issuance of commercial paper and borrowings under our bank credit facilities. We also issue long-term debt from time to time.

Nucor had no commercial paper outstanding at December 31, 2009, and our $1.3 billion revolving credit facility that does not expire until November 2012 was undrawn. We believe our financial strength is a key strategic advantage among domestic steel producers, particularly during recessionary business cycles. We carry the highest credit ratings of any metals and mining company in North America, with an A credit rating from Standard and Poor’s and Moody’s. The credit markets have largely remained open and receptive to companies with an investment grade credit rating throughout the economic crisis, and Nucor’s present ratings place us several notches above the investment grade minimum of BBB-. Accordingly, we expect to continue to have access to the capital markets if needed.

Nucor’s cash and cash equivalents and short term investments position remains robust at $2.24 billion as of December 31, 2009. Approximately $158.7 million and $202.1 million of the cash and cash equivalents position at December 31, 2009 and December 31, 2008, respectively, was held by our majority-owned joint ventures.


   

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Selected Measures of Liquidity and Capital Resources:

 

            (in thousands

December 31,

     2009        2008     

Cash and cash equivalents

   $ 2,016,981      $ 2,355,130     

Short-term investments

     225,000        —     

Working capital

     3,955,191        4,543,294     

Current ratio

     4.2        3.5     
                 

The current ratio increased from 3.5 at December 31, 2008 to 4.2 at December 31, 2009. Accounts receivable and inventories decreased 9% and 45%, respectively, since 2008, while net sales in the fourth quarter decreased 29% from the fourth quarter of 2008. Historically, total accounts receivable has turned approximately monthly, with accounts receivable for the steel products segment turning about every five weeks. In 2009, the sales for the steel products segment were a higher percentage of total sales, resulting in accounts receivable turnover of approximately five weeks. Inventories have historically turned every five to six weeks. With decreased utilization and the accumulation of higher-cost scrap and scrap substitutes ordered at the peak market prices in 2008, inventory turnover was approximately every nine weeks in 2009. The current ratio was also impacted by the payment of approximately $305 million in early 2009 for profit sharing and extraordinary bonuses related to our 2008 record performance.

Funds provided from operations, cash and cash equivalents, short-term investments and new borrowings under existing credit facilities are expected to be adequate to meet future capital expenditure and working capital requirements for existing operations for at least the next 24 months.

We have a simple capital structure with no off-balance sheet arrangements or relationships with unconsolidated special purpose entities.

OPERATING ACTIVITIES

Nucor generated cash provided by operating activities of $1.18 billion in 2009 compared with a record $2.5 billion in 2008, a decrease of 53%. This decrease was primarily the result of the 116% decrease in net earnings. Changes in operating assets and liabilities (exclusive of acquisitions) provided cash of $624.7 million in 2009 compared with $93.6 million cash used in 2008. The decrease in inventories was primarily due to the significant decrease in raw material costs and to decreased tons in inventory resulting from the decline in sales. Inventory levels were unusually high at December 31, 2008 due to the accumulation of increased tons of inventory ordered at peak market prices in the second half of 2008 prior to the rapid fall-off in sales in the fourth quarter.

 

INVESTING ACTIVITIES

Our business is capital intensive; therefore, cash used in investing activities represents capital expenditures for new facilities, the expansion and upgrading of existing facilities, and the acquisition of other companies. Additionally, the cash used in investing activities includes investments in joint ventures and purchases of and proceeds from the sale of investments. Cash used in investing activities decreased to $700.4 million in 2009 compared with $3.32 billion in 2008. Nucor invested $390.5 million in new facilities (exclusive of acquisitions) and expansion or upgrading of existing facilities in 2009 compared with $1.02 billion in 2008, a decrease of 62%. Nucor’s capital investment and maintenance practices give us the flexibility to reduce our current spending on our facilities to very low levels during severely depressed market conditions such as we experienced in 2009.

 

Nucor made significant acquisitions in 2008, using cash of $1.83 billion. The acquisition of DJJ in 2008 was the largest in the Company’s history. Also in 2008, Nucor acquired 50% of the stock of Duferdofin Nucor for $667.0 million. Activity related to acquisitions and investments in affiliates was minimal in 2009 due to the current economic environment.

   LOGO


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FINANCING ACTIVITIES

Cash used in financing activities was $820.0 million in 2009 compared with cash provided by financing activities of $1.78 billion in 2008. In June 2008, Nucor issued $1 billion in debt in three tranches: $250 million in 5% notes due in 2013, $500 million of 5.85% notes due in 2018 and $250 million in 6.4% notes due in 2037. Nucor repaid $180.4 million in notes that matured in 2009, and we have no other significant debt maturities until 2012.

In May 2008, Nucor completed a public offering of approximately 27.7 million common shares at an offering price of $74.00 per share. Net proceeds of the common stock offering were approximately $1.99 billion, after deducting underwriting discounts and commissions and offering expenses. Nucor used a portion of the net proceeds from the common stock offering and the issuance of notes to fund the acquisition of Ambassador and other companies as well as the investment in Duferdofin Nucor. Nucor plans to use the remainder of the net proceeds for general corporate purposes including acquisitions, capital expenditures, working capital requirements and repayment of debt.

In 2009, Nucor increased its quarterly base dividend resulting in dividends paid of $443.1 million. In 2008, in addition to the quarterly base dividends, Nucor paid supplemental dividends resulting in total dividend payments of $658.1 million. The supplemental dividends were suspended in the first quarter of 2009.

During 2008, Nucor repurchased approximately 2.8 million shares of Nucor’s common stock at a cost of approximately $124.0 million (no repurchases in 2009). Approximately 27.2 million shares remain authorized for repurchase under the Company’s stock repurchase program.

In June 2008, Nucor received increased commitments under its existing five-year unsecured revolving credit facility to provide up to $1.3 billion in revolving loans. This multi-year credit agreement matures in November 2012 and was further amended in June 2008 to allow up to $200 million in additional commitments at Nucor’s election in accordance with the terms set forth in the credit agreement. Up to the equivalent of $850 million of the credit facility will be available for foreign currency loans, and up to $500 million is available for the issuance of letters of credit.

Our credit facility includes only one financial covenant, which is a limit of 60% on the ratio of funded debt to total capitalization. In addition, the credit facility contains customary non-financial covenants, including a limit on Nucor’s ability to pledge the Company’s assets and a limit on consolidations, mergers and sales of assets. Our funded debt to total capital ratio was 29% and 28% at year-end 2009 and 2008, respectively, and we were in compliance with all other covenants under our credit facility.

MARKET RISK

Nucor’s largest exposure to market risk is in our steel mills and steel products segments. Our steel mills utilization rate was 58% for the fourth quarter of 2009, and our steel products facilities operated at 48% of capacity in the fourth quarter. A significant portion of our steel and steel products segments sales are into the commercial, industrial and municipal construction markets. We expect the non-residential construction market to remain at depressed levels, resulting in decreased sales prices and volumes compared to years prior to 2009. Our largest single customer in 2009 represented approximately 5% of sales and consistently pays within terms. We have only a small exposure to the U.S. automotive industry. Our exposure to market risk in our raw materials segment is mitigated by the fact that our steel mills use a significant portion of the products of that segment.

The majority of Nucor’s industrial revenue bonds (IDRBs) have variable interest rates that are adjusted weekly, with the rate of one IDRB adjusted annually. These IDRBs represent 14% of Nucor’s long-term debt outstanding at December 31, 2009. The remaining 86% of Nucor’s long-term debt is at fixed rates. Future changes in interest rates are not expected to significantly impact earnings. From time to time, Nucor makes use of interest rate swaps to manage interest rate risk. As of December 31, 2009, there were no such contracts outstanding. Nucor’s investment practice is to invest in securities that are highly liquid with short maturities. As a result, we do not expect changes in interest rates to have a significant impact on the value of our investment securities.

Nucor also uses derivative financial instruments from time to time to partially manage its exposure to price risk related to natural gas purchases used in the production process as well as copper and aluminum purchased for resale to its customers. In addition, Nucor uses forward foreign exchange contracts from time to time to hedge cash flows associated with certain assets and liabilities, firm commitments and anticipated transactions. Nucor generally does not enter into derivative instruments for any purpose other than hedging the cash flows associated with specific volumes of commodities that will be purchased and processed in future periods and hedging the exposures related to changes in the fair value of outstanding fixed rate debt instruments and foreign currency transactions. Nucor recognizes all derivative instruments in the consolidated balance sheets at fair value.

The Company is exposed to foreign currency risk through its operations in Canada, Europe, Trinidad and Australia. We periodically use derivative contracts to mitigate the risk of currency fluctuations.


   

  29  

 

CONTRACTUAL OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS

The following table sets forth our contractual obligations and other commercial commitments as of December 31, 2009 for the periods presented:

 

                         (in thousands)
    

 

Payments Due By Period

Contractual Obligations    Total    2010    2011 - 2012    2013 - 2014    2015 and thereafter

Long-term debt

   $ 3,086,200    $ 6,000    $ 650,000    $ 253,300    $ 2,176,900

Estimated interest on long-term debt(1)

     1,848,618      151,583      297,650      219,224      1,180,161

Operating leases

     121,618      34,533      42,363      18,410      26,312

Raw material purchase commitments(2)

     2,462,470      702,116      847,061      687,646      225,647

Utility purchase commitments(2)

     1,064,669      232,449      212,342      88,428      531,450

Other unconditional purchase obligations(3)

     113,654      82,883      10,485      3,416      16,870

Other long-term obligations(4)

     178,405      60,260      16,788      6,568      94,789
                                  

Total contractual obligations

   $ 8,875,634    $ 1,269,824    $ 2,076,689    $ 1,276,992    $ 4,252,129
                                  
                                    

 

(1)

   Interest is estimated using applicable rates at December 31, 2009 for Nucor’s outstanding fixed and variable rate debt.

(2)

   Nucor enters into contracts for the purchase of scrap and scrap substitutes, iron ore, electricity, natural gas and other raw materials and related services. These contracts include multi-year commitments and minimum annual purchase requirements and are valued at prices in effect on December 31, 2009, or according to the contract language. These contracts are part of normal operations and are reflected in historical operating cash flow trends. We do not believe such commitments will adversely affect our liquidity position.

(3)

   Purchase obligations include commitments for capital expenditures on operating machinery and equipment.

(4)

   Other long-term obligations include amounts associated with Nucor’s early retiree medical benefits and management compensation.

Note:

   In addition to the amounts shown in the table above, $108.6 million of unrecognized tax benefits have been recorded as liabilities, and we are uncertain as to if or when such amounts may be settled. Related to these unrecognized tax benefits, we have also recorded a liability for potential penalties and interest of $35.1 million at December 31, 2009.

DIVIDENDS

Nucor has increased its base cash dividend every year since it began paying dividends in 1973. Nucor paid dividends of $1.40 per share in 2009 compared with $2.17 per share in 2008. In December 2009, the board of directors increased the base quarterly dividend by 3% to $0.36 per share. In 2008 the board of directors approved a supplemental dividend based on Nucor’s strong performance. The supplemental dividend was suspended in December 2008. The base quarterly dividend has more than tripled since the end of 2007. In February 2010, the board of directors declared Nucor’s 148th consecutive quarterly cash dividend of $0.36 per share payable on May 12, 2010 to stockholders of record on March 31, 2010.

OUTLOOK

As we anticipated, 2009 was one of the most tumultuous and difficult periods in Nucor’s history. As a result, we reported net losses for the first three quarters of 2009 and a net loss for the year. These were the first losing quarters in the Company’s history and broke a record of continuous quarterly and annual profitability since 1966.

Entering the first quarter of 2010, general economic and steel market conditions have remained extremely challenging. At this point, Nucor has not seen any measurable benefit from the government’s stimulus plan. While we expect to see improvements in steel mill shipments in the first quarter, we also expect significant increases in both sales prices and scrap costs, which would result in a LIFO charge. In addition to weakened end-use demand, many steel industry customers continue to maintain reduced levels of steel inventories due to liquidity and future pricing concerns. The economic downturn is most severe in the non-residential construction markets, which represent a significant percentage of sales for our steel mills and steel products segments. Our steel mills have worked through their higher cost scrap and scrap substitute inventories that existed through much of 2009, but their results going forward could be negatively impacted by the potential of lower operating volumes and rising raw material costs.

We continue to believe that the current downturn is likely to present attractive growth opportunities to a company that is in Nucor’s unrivaled position in the industry. We are maintaining or growing our market share, while many competitors who do not have our financial strength or highly variable and low-cost structure are forced to shut down facilities. Our manufacturing processes are highly flexible and able to increase production quickly in response to any improvement in demand. This is especially true because our pay-for-performance culture has allowed us to avoid layoffs as our payroll expense has decreased dramatically due to lower production and other performance bonuses. The strength of our balance sheet, our highly flexible production capabilities and our highly variable cost structure put us in a unique position to meet our customers’ needs and gain additional market share.


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Recent legislative and regulatory proposals related to climate change and new interpretations of existing laws through climate change-related litigation create further financial risk. Nucor’s operations may be affected by climate change laws and regulation in the next few years, most notably through increased energy costs. Cost of compliance, capital investment or the operating and maintenance costs incurred to comply with the climate change legislation, directly or indirectly, could have a material adverse effect on our results of operations, cash flows and financial condition.

In 2010, we will continue to execute on our successful and disciplined, multi-pronged growth strategy. Even though acquisition spending decreased significantly in 2009, we are excited about the significant growth platforms that we now have in place upstream, downstream and in our core steelmaking business. Capital expenditures are currently projected to be approximately $400 million in 2010, consistent with 2009. Nucor continues to invest capital in our core operations to keep them state-of-the-art and globally competitive.

 

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at year end, and the reported amount of revenues and expenses during the year. On an ongoing basis, we evaluate our estimates, including those related to the valuation allowances for receivables; the carrying value of non-current assets; reserves for environmental obligations; and income taxes. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accordingly, actual costs could differ materially from these estimates under different assumptions or conditions.

We believe the following critical accounting policies affect our significant judgments and estimates used in the preparation of our consolidated financial statements.

ALLOWANCES FOR DOUBTFUL ACCOUNTS

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

INVENTORIES

Inventories are stated at the lower of cost or market. All inventories held by the parent company and Nucor-Yamato Steel Company are valued using the last-in, first-out (LIFO) method of accounting except for supplies that are consumed indirectly in the production process, which are valued using the first-in, first-out (FIFO) method of accounting. All inventories held by the parent company’s other subsidiaries are valued using the FIFO method of accounting. The Company records any amount required to reduce the carrying value of inventory to net realizable value as a charge to cost of products sold.

If steel selling prices were to decline in future quarters, write-downs of inventory could result. Specifically, the valuation of raw material inventories purchased during periods of peak market pricing held by subsidiaries valued using the FIFO method of accounting would most likely be impacted. Low utilization rates at our steel mills could hinder our ability to work through high-priced scrap and scrap substitutes (particularly pig iron), leading to period-end exposure when comparing carrying value to net realizable value.

LONG-LIVED ASSET IMPAIRMENTS

We evaluate our property, plant and equipment and finite-lived intangible assets for potential impairment on an individual asset basis or at the lowest level asset grouping for which cash flows can be separately identified. Asset impairments are assessed whenever changes in circumstances indicate that the carrying amounts of those productive assets could exceed their projected undiscounted cash flows. Some of the estimated values for assets that we currently use in our operations utilize judgments and assumptions of future undiscounted cash flows that the assets will produce. When it is determined that an impairment exists, the related assets are written down to estimated fair market value.


   

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Certain long-lived asset groupings were tested for impairment during the fourth quarter of 2009. Undiscounted cash flows for each asset grouping were estimated using management’s long-range estimates of market conditions associated with each asset grouping over the estimated useful life of the principal asset within the group. With one minor exception, our undiscounted cash flow analysis indicated that those long-lived asset groupings were recoverable as of December 31, 2009; however, if our projected cash flows are not realized, either because of an extended recessionary period or other unforeseen events, impairment charges may be required in future periods. A 10% decrease in the projected cash flows of each of our asset groupings would not result in an impairment.

GOODWILL

Goodwill is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit to the recorded value, including goodwill.

Nucor uses a discounted cash flow model to determine the current estimated fair value of its reporting units. Key assumptions used to determine the estimated fair value of each reporting unit as part of our annual testing (and any required interim testing) include: (a) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, costs to produce and estimated capital needs); (b) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the reporting unit; (c) a discount rate based on management’s best estimate of the after-tax weighted average cost of capital; and (d) a probability-weighted scenario approach by which varying cash flows are assigned to certain scenarios based on the likelihood of occurrence. Management considers historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies and all available information at the time the fair values of its reporting units are estimated.

While our fourth quarter 2009 annual goodwill impairment analysis did not result in an impairment charge, the excess of estimated fair value over carrying value for the majority of our reporting units has declined substantially. Despite these declines, management does not believe that future impairment of all reporting units is probable. However, the performance of certain businesses that comprise our reporting units requires continued improvement. In particular, the severity and duration of losses sustained within the Buildings Group and Steel Trading reporting units have resulted in continued declines in estimated fair value over the past year. Management of working capital at these businesses has resulted in related declines in the carrying values of the assets of these reporting units over this same time period. As of the testing date, the estimated fair values of the Buildings Group and Steel Trading reporting units exceeded carrying values by 13% and 12%, respectively. As a result, these reporting units would be most likely to be affected by changes in our assumptions and estimates. The calculation of fair value could increase or decrease depending on changes in the inputs and assumptions used, such as changes in the reporting unit’s future growth rates, discount rates, etc. In order to evaluate the sensitivity of the fair value calculations on the goodwill impairment test, we applied a hypothetical 5% decrease to the fair values of each reporting unit. This hypothetical 5% decrease would result in excess fair value over carrying value for our Buildings Group reporting unit of $25.4 million and our Steel Trading reporting unit of $9.3 million at December 31, 2009.

Nucor concluded during the second quarter of 2009 that an interim triggering event had occurred for purposes of testing goodwill recorded within the Cold Finish reporting unit. As a result, an evaluation of impairment was performed during the second quarter of 2009 resulting in no goodwill impairment. The fourth quarter 2009 annual goodwill impairment analysis for the Cold Finish reporting unit also resulted in no goodwill impairment due mainly to the improved operating results in the near term as compared to those budgeted cash flows included in the second quarter 2009 impairment testing. Based on these revised forecasts and the improving outlook for the Cold Finish reporting unit, management believes that the likelihood of a goodwill impairment charge within the upcoming year is diminished.

Nucor will continue to monitor operating results within all reporting units throughout the upcoming year in an effort to determine if events and circumstances warrant further interim impairment testing. Otherwise, all reporting units will again be subject to the required annual impairment test during our fourth quarter of 2010. Changes in the judgments and estimates underlying our analysis of goodwill for possible impairment, including expected future operating cash flows and discount rate, could decrease the estimated fair value of these and other reporting units in the future and could result in an impairment of goodwill.

EQUITY METHOD INVESTMENTS

Investments in joint ventures in which Nucor shares control over the financial and operating decisions but in which Nucor is not the primary beneficiary are accounted for under the equity method. Each of the Company’s equity method investments is subject to a review for impairment if, and when, circumstances indicate that the estimated fair value of our investment could be less than carrying value. If the results of the review indicate a decline in the carrying value of our investment and that decline is other than temporary, the Company would write down the investment to its estimated fair value, which would become its new carrying amount.


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As a result of the significant decline in the global demand for steel and the losses incurred at the investment during 2009, we evaluated our investment in Duferdofin Nucor during the fourth quarter of 2009. Nucor determined the estimated fair value of our investment in Duferdofin Nucor using a discounted cash flow model based on a weighted-average of multiple discounted cash flow scenarios. The discounted cash flow scenarios require the use of unobservable inputs, including assumptions of projected revenues (including product volume, product mix and average selling prices), raw material costs and other production expenses, capital spending and other costs, as well as a discount rate. Estimates of projected revenues, expenses, capital spending and other costs are developed by Duferdofin Nucor and Nucor using historical data and available market data. Based on our fair value determination, the estimated fair value of our investment in Duferdofin Nucor approximated carrying value as of December 31, 2009. As a result, we did not have an other-than-temporary impairment of our investment in Duferdofin Nucor in 2009.

Changes in management estimates to the unobservable inputs would change the valuation of the investment. The estimates for the projected revenue and discount rate are the assumptions that most significantly affect the fair value determination. For example, a 50 basis point increase in the discount rate would result in a decline in the estimated fair value of our investment in Duferdofin Nucor of approximately $45.2 million.

ENVIRONMENTAL REMEDIATION

We are subject to environmental laws and regulations established by federal, state and local authorities, and we make provision for the estimated costs related to compliance. Undiscounted remediation liabilities are accrued based on estimates of known environmental exposures. The accruals are reviewed periodically and, as investigations and remediation proceed, adjustments are made as we believe are necessary. The accruals are not reduced by possible recoveries from insurance carriers or other third parties. Our measurement of environmental liabilities is based on currently available facts, present laws and regulations, and current technology.

INCOME TAXES

We utilize the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized. We recognize the effect of income tax positions only if those positions are more likely than not of being sustained. Potential accrued interest and penalties related to unrecognized tax benefits within operations are recognized as a component of earnings before taxes and noncontrolling interests.

 

 

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 to our consolidated financial statements for a discussion of new accounting pronouncements adopted by Nucor during 2009 and the expected financial impact of accounting pronouncements recently issued or proposed but not yet required to be adopted.


FIVE-YEAR FINANCIAL REVIEW    

 

       37  

 

    

 

(dollar and share amounts in thousands, except per share data)

 

  

 

    

 

 

 

2009

 

  

    2008        2007        2006        2005   

 

FOR THE YEAR

          

 

Net sales

   $ 11,190,296      $ 23,663,324      $ 16,592,976      $ 14,751,270      $ 12,700,999   

 

Costs, expenses and other:

          

 

Cost of products sold

     11,035,903        19,612,283        13,462,927        11,284,606        10,108,805   

 

Marketing, administrative and other expenses

     348,478        714,064        553,146        574,783        459,936   

 

Equity in (earnings) losses of unconsolidated affiliates

     82,341        36,920        24,618        17,690        (476

 

Impairment of non-current assets

     2,800        105,183                        

 

Interest expense (income), net

     134,752        90,483        5,469        (37,365     4,201   

 

Other income

                                 (9,200
                                        
     11,604,274        20,558,933        14,046,160        11,839,714        10,563,266   

 

Earnings (loss) before income taxes and noncontrolling interests

     (413,978     3,104,391        2,546,816        2,911,556        2,137,733   

 

Provision for (benefit from) income taxes

     (176,800     959,480        781,368        935,653        709,834   
                                        

 

Net earnings (loss)

     (237,178     2,144,911        1,765,448        1,975,903        1,427,899   

 

Earnings attributable to noncontrolling interests

     56,435        313,921        293,501        219,121        110,650   
                                        

 

Net earnings (loss) attributable to Nucor stockholders

     (293,613     1,830,990        1,471,947        1,756,782        1,317,249   

 

Net earnings (loss) per share:

          

 

Basic

     (0.94     5.99        4.96        5.73        4.19   

 

Diluted

     (0.94     5.98        4.94        5.68        4.15   

 

Dividends declared per share

     1.41        1.91        2.44        2.15        0.93   

 

Percentage of net earnings (loss) to net sales

     -2.6     7.7     8.9     11.9     10.4

 

Return on average stockholders’ equity

     -3.8     28.1     29.5     38.3     33.8

 

Capital expenditures

     390,500        1,018,980        520,353        338,404        331,466   

 

Acquisitions (net of cash acquired)

     32,720        1,826,030        1,542,666        223,920        154,864   

 

Depreciation

     494,035        479,484        403,172        363,936        375,054   

 

Sales per employee

 

     539        1,155        1,085        1,273        1,159   

AT YEAR END

          

 

Current assets

   $ 5,182,248      $ 6,397,486      $ 5,073,249      $ 4,683,065      $ 4,081,611   

 

Current liabilities

     1,227,057        1,854,192        1,582,036        1,421,917        1,228,618   
                                        

 

Working capital

     3,955,191        4,543,294        3,491,213        3,261,148        2,852,993   

 

Cash provided by operating activities

     1,182,297        2,498,728        1,935,306        2,251,233        2,136,615   

 

Current ratio

     4.2        3.5        3.2        3.3        3.3   

 

Property, plant and equipment, net

     4,013,836        4,131,861        3,232,998        2,856,415        2,855,717   

 

Total assets

     12,571,904        13,874,443        9,826,122        7,893,018        7,148,845   

 

Long-term debt

     3,086,200        3,266,600        2,250,300        922,300        923,550   

 

Percentage of debt to capital

     28.9     28.3     29.4     15.3     17.0

 

Total Nucor stockholders’ equity

     7,390,526        7,929,204        5,112,917        4,857,351        4,312,049   

 

Per share

     23.47        25.25        17.75        16.14        13.90   

 

Shares outstanding

     314,856        313,977        287,993        300,949        310,220   

 

Employees

 

     20,400        21,700        18,000        11,900        11,300   


  38       

    MANAGEMENT’S REPORT

 

 

 

Management’s Report on internal control over financial reporting

 

 

Nucor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of Nucor’s internal control over financial reporting as of December 31, 2009. In making this assessment, management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Based on its assessment, management concluded that Nucor’s internal control over financial reporting was effective as of December 31, 2009. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of Nucor’s internal control over financial reporting as of December 31, 2009 as stated in their report which is included herein.


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM    

 

       39  

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

 

To the Stockholders and Board of Directors

Nucor Corporation:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Nucor Corporation and its subsidiaries at December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Note 2 to the consolidated financial statements, Nucor Corporation changed the way it accounts and reports a noncontrolling interest in a subsidiary in fiscal 2009.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

LOGO

PricewaterhouseCoopers LLP

Charlotte, North Carolina

February 25, 2010


  40       

    CONSOLIDATED BALANCE SHEETS

 

 

CONSOLIDATED BALANCE SHEETS

 

    

 

(in thousands)

 

  

 

December 31,

 

     2009        2008   

 

ASSETS

      

 

CURRENT ASSETS:

      

 

Cash and cash equivalents (Note 15)

   $ 2,016,981      $ 2,355,130   

 

Short-term investments (Notes 4 and 15)

     225,000          

 

Accounts receivable, net (Note 5)

     1,116,035        1,228,807   

 

Inventories, net (Note 6)

     1,312,903        2,408,157   

 

Other current assets (Notes 14, 15 and 20)

     511,329        405,392   
                

 

Total current assets

     5,182,248        6,397,486   

 

PROPERTY, PLANT AND EQUIPMENT, NET (Note 7)

     4,013,836        4,131,861   

 

GOODWILL (Note 8)

     1,803,021        1,732,045   

 

OTHER INTANGIBLE ASSETS, NET (Note 8)

     902,922        946,545   

 

OTHER ASSETS (Notes 9 and 11)

     669,877        666,506   
                

TOTAL ASSETS

   $ 12,571,904      $ 13,874,443   
                

 

LIABILITIES AND EQUITY

                

 

CURRENT LIABILITIES:

      

 

Short-term debt (Notes 11 and 15)

   $ 1,748      $ 8,622   

 

Long-term debt due within one year (Notes 11 and 15)

     6,000        180,400   

 

Accounts payable (Note 10)

     707,038        534,161   

 

Federal income taxes payable

     —          199,044   

 

Salaries, wages and related accruals (Notes 17 and 18)

     154,997        580,090   

 

Accrued expenses and other current liabilities (Notes 10, 14, 15 and 16)

     357,274        351,875   
                

Total current liabilities

     1,227,057        1,854,192   

 

LONG-TERM DEBT DUE AFTER ONE YEAR (Notes 11 and 15)

     3,080,200        3,086,200   

 

DEFERRED CREDITS AND OTHER LIABILITIES (Notes 14, 15, 16, 17, 18 and 20)

     680,358        677,370   
                

 

TOTAL LIABILITIES

     4,987,615        5,617,762   
                

 

COMMITMENTS AND CONTINGENCIES (Notes 6 and 16)

      

 

EQUITY

      

 

NUCOR STOCKHOLDERS’ EQUITY (Notes 12, 13 and 17):

      

 

Common stock (800,000 shares authorized; 374,692 and 374,069 shares issued, respectively)

     149,877        149,628   

 

Additional paid-in capital

     1,675,777        1,629,981   

 

Retained earnings

     7,120,218        7,860,629   

 

Accumulated other comprehensive loss, net of income taxes (Notes 2 and 14)

     (41,056     (190,262

 

Treasury stock (59,836 and 60,092, respectively)

     (1,514,290     (1,520,772
                

 

Total Nucor stockholders’ equity

     7,390,526        7,929,204   

 

 

NONCONTROLLING INTERESTS

     193,763        327,477   
                

 

TOTAL EQUITY

     7,584,289        8,256,681   
                

 

TOTAL LIABILITIES AND EQUITY

   $ 12,571,904      $ 13,874,443   
                
                  

See notes to consolidated financial statements.


CONSOLIDATED STATEMENTS OF EARNINGS    

 

      41  

 

CONSOLIDATED STATEMENTS OF EARNINGS

 

    

 

(in thousands, except per share data)

 

  

 

 

Year Ended December 31,

 

     2009        2008        2007   

 

NET SALES

   $ 11,190,296      $ 23,663,324      $ 16,592,976   
                        

 

COSTS, EXPENSES AND OTHER:

          

 

Cost of products sold

     11,035,903        19,612,283        13,462,927   

 

Marketing, administrative and other expenses

     348,478        714,064        553,146   

 

Equity in losses of unconsolidated affiliates (Note 9)

     82,341        36,920        24,618   

 

Impairment of non-current assets (Note 9)

     2,800        105,183          

 

Interest expense, net (Note 19)

     134,752        90,483        5,469   
                        
     11,604,274        20,558,933        14,046,160   
                        

 

EARNINGS (LOSS) BEFORE INCOME TAXES
  AND NONCONTROLLING INTERESTS

     (413,978     3,104,391        2,546,816   

 

PROVISION FOR (BENEFIT FROM) INCOME TAXES (Note 20)

     (176,800     959,480        781,368   
                        

 

NET EARNINGS (LOSS)

     (237,178     2,144,911        1,765,448   
          

 

EARNINGS ATTRIBUTABLE TO NONCONTROLLING INTERESTS

     56,435        313,921        293,501   
                        

 

NET EARNINGS (LOSS) ATTRIBUTABLE TO NUCOR STOCKHOLDERS

   $ (293,613   $ 1,830,990      $ 1,471,947   
                        

 

NET EARNINGS (LOSS) PER SHARE (Note 21):

          

 

Basic

     ($0.94     $5.99        $4.96   

 

Diluted

     ($0.94     $5.98        $4.94   

See notes to consolidated financial statements.


  42       

    CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

 

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

 

(in thousands, except per share data)

      TOTAL     COMMON STOCK     ADDITIONAL
PAID-IN
CAPITAL
   RETAINED
EARNINGS
    ACCUMULATED
OTHER
COMPREHENSIVE
INCOME (LOSS)
   

TREASURY STOCK

(AT COST)

   

TOTAL

NUCOR
STOCKHOLDERS’
EQUITY

    NON-
CONTROLLING
INTERESTS
 
        SHARES     AMOUNT            SHARES     AMOUNT      

BALANCES, December 31, 2006

   $ 5,100,717      372,516      $ 149,006      $ 195,543    $ 5,840,067      $ 4,470      71,567      $ (1,331,735   $ 4,857,351      $ 243,366   

Comprehensive income:

                     

Net earnings in 2007

     1,765,448               1,471,947              1,471,947        293,501   

Net unrealized loss on hedging derivatives, net of income taxes

     (819              (819         (819  

Reclassification adjustment for loss on settlement of hedging derivatives included in net income, net of income taxes

     11,719                 11,719            11,719     

Foreign currency translation gain, net of income taxes

     143,228                 142,971            142,971