Table of Contents

Second Quarter 2005

 


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM 10-Q

 


 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For quarterly period ended July 2, 2005

 

Commission file number 1-4119

 


 

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

 


 

Delaware   13-1860817

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

2100 Rexford Road, Charlotte, North Carolina   28211
(Address of principal executive offices)   (Zip Code)

 

(704) 366-7000

(Registrant’s telephone number, including area code)

 


 

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

 

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).    Yes  x    No  ¨

 

156,234,619 shares of common stock were outstanding at July 2, 2005.

 



Table of Contents

Nucor Corporation

Form 10-Q

July 2, 2005

 

INDEX

       Page

Part I   Financial Information     
Item 1   Financial Statements     
    Condensed Consolidated Statements of Earnings-Six Months (26 Weeks) and Three Months (13 Weeks) Ended July 2, 2005 and July 3, 2004    3
    Condensed Consolidated Balance Sheets-July 2, 2005 and December 31, 2004    4
    Condensed Consolidated Statements of Cash Flows-Six Months (26 Weeks) Ended July 2, 2005 and July 3, 2004    5
    Notes to Condensed Consolidated Financial Statements    6
Item 2   Management’s Discussion and Analysis of Financial Condition and Results of Operations    10
Item 3   Quantitative and Qualitative Disclosures About Market Risk    13
Item 4   Controls and Procedures    14
Part II   Other Information     
Item 1   Legal Proceedings    14
Item 2   Unregistered Sales of Equity Securities and Use of Proceeds    14
Item 4   Submission of Matters to a Vote of Security Holders    15
Item 6   Exhibits    15
Signatures    15
List of Exhibits to Form 10-Q    16

 

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Table of Contents

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

Nucor Corporation Condensed Consolidated Statements of Earnings (Unaudited)

(In thousands, except per share amounts)

 

     Six Months (26 Weeks) Ended

    Three Months (13 Weeks) Ended

     July 2, 2005

    July 3, 2004

    July 2, 2005

   July 3, 2004

Net sales

   $ 6,467,624     $ 5,048,238     $ 3,145,003    $ 2,761,822
    


 


 

  

Costs, expenses and other:

                             

Cost of products sold

     5,140,720       4,250,285       2,520,092      2,233,916

Marketing, administrative and other expenses

     228,048       187,405       102,619      110,006

Interest expense, net

     6,474       12,778       2,341      6,116

Minority interests

     51,680       26,286       20,515      15,488

Other income

     (9,200 )     (1,596 )     —        —  
    


 


 

  

       5,417,722       4,475,158       2,645,567      2,365,526
    


 


 

  

Earnings before income taxes

     1,049,902       573,080       499,436      396,296

Provision for income taxes

     372,529       208,400       176,729      144,854
    


 


 

  

Net earnings

   $ 677,373     $ 364,680     $ 322,707    $ 251,442
    


 


 

  

Net earnings per share:

                             

Basic

   $ 4.26     $ 2.31     $ 2.04    $ 1.59
    


 


 

  

Diluted

   $ 4.23     $ 2.30     $ 2.03    $ 1.58
    


 


 

  

Average shares outstanding:

                             

Basic

     158,875       157,749       158,000      158,011

Diluted

     160,303       158,794       159,317      158,872

Dividends declared per share

   $ 0.80     $ 0.21     $ 0.40    $ 0.105

 

See notes to condensed consolidated financial statements.

 

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Table of Contents

Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

 

     July 2, 2005

    Dec. 31, 2004

 

Assets

                

Current assets:

                

Cash and short-term investments

   $ 1,060,755     $ 779,049  

Accounts receivable

     933,667       962,755  

Inventories

     1,149,454       1,239,888  

Other current assets

     231,106       193,256  
    


 


Total current assets

     3,374,982       3,174,948  

Property, plant and equipment

     2,867,878       2,818,307  

Other assets

     219,645       139,952  
    


 


Total assets

   $ 6,462,505     $ 6,133,207  
    


 


Liabilities and stockholders’ equity

                

Current liabilities:

                

Long-term debt due within one year

   $ 1,250     $ —    

Accounts payable

     447,211       471,549  

Federal income taxes payable

     —         28,957  

Salaries, wages and related accruals

     258,711       320,276  

Accrued expenses and other current liabilities

     308,162       245,008  
    


 


Total current liabilities

     1,015,334       1,065,790  
    


 


Long-term debt due after one year

     922,300       923,550  
    


 


Deferred credits and other liabilities

     484,461       514,569  
    


 


Minority interests

     195,210       173,313  
    


 


Stockholders’ equity:

                

Common stock

     73,946       73,753  

Additional paid-in capital

     169,041       147,206  

Retained earnings

     4,239,326       3,688,555  

Unearned compensation

     (4,387 )     (392 )

Accumulated other comprehensive income (loss), net of income taxes

     20,700       (1,177 )
    


 


       4,498,626       3,907,945  

Treasury stock

     (653,426 )     (451,960 )
    


 


Total stockholders’ equity

     3,845,200       3,455,985  
    


 


Total liabilities and stockholders’ equity

   $ 6,462,505     $ 6,133,207  
    


 


 

See notes to condensed consolidated financial statements.

 

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Table of Contents

Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

     Six Months (26 Weeks) Ended

 
     July 2, 2005

    July 3, 2004

 

Operating activities:

                

Net earnings

   $ 677,373     $ 364,680  

Adjustments:

                

Depreciation

     185,271       193,679  

Impairment of assets

     —         13,200  

Deferred income taxes

     (33,071 )     (32,600 )

Minority interests

     51,669       26,285  

Changes in (exclusive of acquisitions):

                

Current assets

     146,258       (512,413 )

Current liabilities

     (67,945 )     313,094  

Other

     (10,163 )     5,989  
    


 


Cash provided by operating activities

     949,392       371,914  
    


 


Investing activities:

                

Capital expenditures

     (147,098 )     (111,524 )

Investment in affiliates

     (32,523 )     (53,495 )

Disposition of plant and equipment

     611       2,456  

Acquisitions (net of cash acquired)

     (152,864 )     —    
    


 


Cash used in investing activities

     (331,874 )     (162,563 )
    


 


Financing activities:

                

Issuance of common stock

     26,400       32,551  

Distributions to minority interests

     (29,772 )     (56,963 )

Cash dividends

     (126,602 )     (33,221 )

Acquisition of treasury stock

     (205,838 )     —    
    


 


Cash used in financing activities

     (335,812 )     (57,633 )
    


 


Increase in cash and short-term investments

     281,706       151,718  

Cash and short-term investments-beginning of year

     779,049       350,332  
    


 


Cash and short-term investments-end of six months

   $ 1,060,755     $ 502,050  
    


 


 

See notes to condensed consolidated financial statements.

 

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Table of Contents

Nucor Corporation – Notes to Condensed Consolidated Financial Statements (Unaudited)

 

1. BASIS OF INTERIM PRESENTATION: The information furnished in Item I reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods and are of a normal and recurring nature. The information furnished has not been audited; however, the December 31, 2004 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in Nucor’s annual report for the fiscal year ended December 31, 2004. Certain amounts for the prior year have been reclassified to conform to the 2005 presentation.

 

2. STOCK SPLIT: In September 2004, Nucor’s Board of Directors approved a two-for-one stock split of common stock in the form of a stock dividend. As a result, stockholders of record received one additional share on October 15, 2004 for each share held as of the record date of September 30, 2004. The par value of Nucor’s common stock remains $0.40 per share. All share and per share amounts have been restated to reflect the two-for-one stock split.

 

3. INVENTORIES: Inventories consist of approximately 54% raw materials and supplies and 46% finished and semi-finished products at July 2, 2005 (55% and 45%, respectively, at December 31, 2004). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.

 

Inventories valued using the last-in, first-out (LIFO) method of accounting represent approximately 72% of total inventories as of July 2, 2005 (78% of total inventories as of December 31, 2004). If the first-in, first-out (FIFO) method of accounting had been used, inventories would have been $437.5 million higher at July 2, 2005 ($533.5 million higher at December 31, 2004).

 

4. PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is recorded net of accumulated depreciation of $3.03 billion at July 2, 2005 ($2.88 billion at December 31, 2004).

 

5. REVOLVING CREDIT FACILITY: On June 17, 2005, Nucor entered into a new five-year unsecured revolving credit facility that provides for up to $700.0 million in revolving loans. Up to the equivalent of $600.0 million of the new credit facility will be available for foreign currency loans, and up to $450.0 million will be available for the issuance of letters of credit. The new credit facility may be increased by up to $300.0 million at the election of the Company in accordance with the terms set forth in the credit agreement. No borrowings were outstanding under the credit facility as of July 2, 2005. The new credit facility provides for grid-based interest pricing based upon the credit rating of Nucor’s senior unsecured long-term debt and, alternatively, interest rates quoted by lenders in connection with competitive bidding. The credit facility includes customary financial and other covenants, including a limit on the ratio of debt to total capital of 60%, a limit on Nucor’s ability to pledge the Company’s assets, and a limit on consolidations, mergers and sales of assets.

 

In connection with the new credit facility, on June 17, 2005, Nucor terminated (a) a $125.0 million 364-day revolver maturing in September 2005, and (b) a $300.0 million multi-currency revolver maturing in October 2007. At June 17, 2005, there were no borrowings under either terminated credit facility.

 

6. DIVIDENDS PAYABLE: Dividends payable, included in accrued expenses and other current liabilities in the balance sheet, was $62.6 million at July 2, 2005 ($20.9 million at December 31, 2004).

 

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Table of Contents

Nucor Corporation – Notes to Condensed Consolidated Financial Statements (Unaudited), continued

 

7. STOCK-BASED COMPENSATION: Nucor accounts for stock-based compensation plans under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related interpretations. Accordingly, no compensation expense is recorded, other than for restricted stock grants, since the exercise price of the stock options is equal to the market price of the underlying stock on the grant date. Had compensation cost for the stock options issued been determined consistent with Statement of Financial Accounting Standards (“SFAS”) No. 123, “Accounting for Stock-Based Compensation,” net earnings and net earnings per share would have been reduced to the following pro forma amounts (in thousands, except per share data):

 

     Six Months (26 Weeks) Ended

    Three Months (13 Weeks) Ended

 
     July 2, 2005

    July 3, 2004

    July 2, 2005

    July 3, 2004

 

Net earnings-as reported

   $ 677,373     $ 364,680     $ 322,707     $ 251,442  

Add: Stock-based employee compensation expense included in reported net earnings, net of income taxes

     3,067       5,543       (83 )     3,312  

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of income taxes

     (9,095 )     (8,699 )     (3,620 )     (4,707 )
    


 


 


 


Net earnings-pro forma

   $ 671,345     $ 361,524     $ 319,004     $ 250,047  
    


 


 


 


Net earnings per share-as reported:

                                

Basic

   $ 4.26     $ 2.31     $ 2.04     $ 1.59  

Diluted

     4.23       2.30       2.03       1.58  

Net earnings per share-pro forma:

                                

Basic

     4.23       2.29       2.02       1.58  

Diluted

     4.19       2.28       2.00       1.57  

 

The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect changing market conditions and experience.

 

8. CONTINGENCIES: Nucor is subject to environmental laws and regulations established by federal, state and local authorities and makes provision for the estimated costs related to compliance. Of the undiscounted total of $40.5 million of accrued environmental costs at July 2, 2005 ($44.7 million at December 31, 2004), $21.5 million was classified in accrued expenses and other current liabilities ($22.2 million at December 31, 2004) and $19.0 million was classified in deferred credits and other liabilities ($22.5 million at December 31, 2004).

 

Other contingent liabilities with respect to product warranties, legal proceedings and other matters arise in the normal course of business. In the opinion of management, no such matters exist which would have a material effect on the consolidated financial statements.

 

9. EMPLOYEE BENEFIT PLAN: Nucor has a Profit Sharing and Retirement Savings Plan for qualified employees. Nucor’s expense for these benefits was $51.0 million and $43.3 million in the second quarter of 2005 and 2004, respectively, and was $108.4 million and $63.0 million in the first half of 2005 and 2004, respectively.

 

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Table of Contents

Nucor Corporation – Notes to Condensed Consolidated Financial Statements (Unaudited), continued

 

10. OTHER INCOME: In the first quarter of 2005, Nucor received $9.2 million in settlement of claims against third parties related to environmental matters. Nucor has made claims for reimbursement of additional amounts. No amounts have been recorded for such reimbursements, if any, that may be received. In the first quarter of 2004, Nucor realized a pre-tax gain of $1.6 million on the sale of equipment.

 

11. COMPREHENSIVE INCOME: The components of comprehensive income are as follows (in thousands):

 

     Six Months (26 Weeks) Ended

   Three Months (13 Weeks) Ended

     July 2, 2005

   July 3, 2004

   July 2, 2005

   July 3, 2004

Net earnings

   $ 677,373    $ 364,680    $ 322,707    $ 251,442

Net unrealized gain on hedging derivatives, net of income taxes

     21,877      —        3,500      —  
    

  

  

  

Total comprehensive income

   $ 699,250    $ 364,680    $ 326,207    $ 251,442
    

  

  

  

 

The only items of comprehensive income for Nucor were net unrealized cash flow hedging gains on derivatives, which are presented net of tax.

 

12. SEGMENTS: Nucor reports its results in two segments, steel mills and steel products. The steel mills segment includes carbon and alloy steel in sheet, bars, structural and plate. The steel products segment includes steel joists and joist girders, steel deck, cold finished steel, steel fasteners, metal building systems and light gauge steel framing. The segments are consistent with the way Nucor manages its business, which is primarily based upon the similarity of the types of products produced and sold by each segment. Interest expense, minority interests, other income, profit sharing expense and changes in the LIFO reserve and environmental accruals are shown under Corporate/eliminations/other. Corporate assets primarily include cash and short-term investments, deferred income tax assets and investments in affiliates. The company’s results by segment were as follows (in thousands):

 

     Six Months (26 Weeks) Ended

    Three Months (13 Weeks) Ended

 
     July 2, 2005

    July 3, 2004

    July 2, 2005

    July 3, 2004

 

Net sales to external customers:

                                

Steel mills

   $ 5,667,595     $ 4,525,143     $ 2,716,677     $ 2,461,074  

Steel products

     800,029       523,095       428,326       300,748  
    


 


 


 


     $ 6,467,624     $ 5,048,238     $ 3,145,003     $ 2,761,822  
    


 


 


 


Intercompany sales:

                                

Steel mills

   $ 428,887     $ 399,166     $ 223,423     $ 209,433  

Steel products

     8,362       3,103       4,408       1,750  

Corporate/eliminations/other

     (437,249 )     (402,269 )     (227,831 )     (211,183 )
    


 


 


 


     $ —       $ —       $ —       $ —    
    


 


 


 


Earnings before income taxes:

                                

Steel mills

   $ 1,182,374     $ 768,015     $ 524,239     $ 532,748  

Steel products

     92,371       37,368       45,756       31,532  

Corporate/eliminations/other

     (224,843 )     (232,303 )     (70,559 )     (167,984 )
    


 


 


 


     $ 1,049,902     $ 573,080     $ 499,436     $ 396,296  
    


 


 


 


 

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Table of Contents

Nucor Corporation – Notes to Condensed Consolidated Financial Statements (Unaudited), continued

 

     July 2, 2005

   Dec. 31, 2004

Segment assets:              

Steel mills

   $ 4,865,680    $ 4,978,616

Steel products

     575,550      488,571

Corporate/eliminations/other

     1,021,275      666,020
    

  

     $ 6,462,505    $ 6,133,207
    

  

 

13. INVESTMENTS AND ACQUISITIONS: In June 2005, Nucor’s wholly owned subsidiary, Nucor Steel Marion, Inc., purchased substantially all of the assets of Marion Steel Company for a cash purchase price of approximately $108.7 million. This facility produces angles, flats, rebar, rounds and signposts.

 

In February 2005, Nucor purchased the assets of Fort Howard Steel, Inc.’s operations in Oak Creek, Wisconsin, for a cash purchase price of approximately $44.1 million. This facility produces cold finish bar product.

 

In January 2005, Nucor entered into an agreement with Ambassador Steel Corporation to form Nufab Rebar LLC (“Nufab”), a rebar fabrication joint venture. Nucor owns 49% of the joint venture. At July 2, 2005, Nucor held a note receivable from Nufab in the amount of $12.7 million. This note receivable bears interest, determined and payable quarterly, at a rate of LIBOR plus 120 basis points. The note was classified in Other Assets.

 

In February 2004, Nucor purchased a one-half interest in Harris Steel, Inc., a wholly owned subsidiary of Harris Steel Group, Inc., for a cash purchase price of approximately $21.0 million. In addition, Harris Steel Group may receive up to an additional $6.0 million upon the achievement of certain operating results of the venture through 2008.

 

14. EARNINGS PER SHARE: The computations of basic and diluted net earnings per share are as follows (in thousands, except per share amounts):

 

     Six Months (26 Weeks) Ended

   Three Months (13 Weeks) Ended

     July 2, 2005

   July 3, 2004

   July 2, 2005

   July 3, 2004

Basic net earnings per share:

                           

Basic net earnings

   $ 677,373    $ 364,680    $ 322,707    $ 251,442
    

  

  

  

Average shares outstanding

     158,875      157,749      158,000      158,011
    

  

  

  

Basic net earnings per share

   $ 4.26    $ 2.31    $ 2.04    $ 1.59
    

  

  

  

Diluted net earnings per share:

                           

Diluted net earnings

   $ 677,373    $ 364,680    $ 322,707    $ 251,442
    

  

  

  

Diluted average shares outstanding:

                           

Basic shares outstanding

     158,875      157,749      158,000      158,011

Dilutive effect of stock options and other

     1,428      1,045      1,317      861
    

  

  

  

       160,303      158,794      159,317      158,872
    

  

  

  

Diluted net earnings per share

   $ 4.23    $ 2.30    $ 2.03    $ 1.58
    

  

  

  

 

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Nucor Corporation – Notes to Condensed Consolidated Financial Statements (Unaudited), continued

 

15. RECENT ACCOUNTING PRONOUNCEMENTS: In December 2004, the Financial Accounting Standards Board issued SFAS No. 123(R), “Share Based Payment,” which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The provisions of this statement are effective for reporting periods beginning after December 15, 2005. Accordingly, we are required to adopt SFAS 123(R) in the first quarter of 2006. Management is currently evaluating the financial statement impact of the adoption of SFAS 123(R).

 

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

 

Certain statements made in this quarterly report are forward-looking statements that involve risks and uncertainties. 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 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 volatility in steel prices and changes in the supply and cost of raw materials, particularly scrap steel; (2) availability and cost of electricity and natural gas; (3) market demand for steel products; (4) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (5) uncertainties surrounding the global economy, including excess world capacity for steel production; (6) U.S. and foreign trade policy affecting steel imports or exports; (7) significant changes in government regulations affecting environmental compliance; (8) the cyclical nature of the domestic steel industry; (9) capital investments and their impact on our performance; and (10) our safety performance.

 

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements included elsewhere in this report, as well as the audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2004.

 

Operations

 

Net sales for the second quarter of 2005 increased 14% to $3.15 billion, compared with $2.76 billion in the second quarter of 2004. The increase was primarily due to an 8% increase in average sales price per ton from $575 in the second quarter of 2004 to $621 in the second quarter of 2005. Total tons shipped to outside customers increased 5% from the second quarter of 2004 to the second quarter of 2005. Net sales for the first half of 2005 increased 28% to $6.47 billion, compared with $5.05 billion in last year’s first half. Average sales price per ton increased 25% from $514 in the first half of 2004 to $642 in the first half of 2005, while total tons shipped to outside customers increased 3%. Average sales price per ton decreased 6% from $663 in the first quarter of 2005 to $621 in the second quarter of 2005, while total tons shipped to outside customers increased 1%.

 

In the steel mills segment, steel production was 10,051,000 tons in the first half of 2005, compared with 10,081,000 tons produced in the first half of 2004. Total steel shipments were 10,146,000 tons in the first half of 2005, compared with 10,050,000 tons in last year’s first half. Steel sales to outside customers were 9,381,000 tons in the first half of 2005, compared with 9,182,000 tons in last year’s first half. In the steel products segment, steel joist production during the first half was 262,000 tons, compared with 252,000 tons in the first half of 2004. Steel deck sales were 181,000 tons in the first half of 2005, compared with 168,000 tons in last year’s first half. Cold finished steel sales were 176,000 tons in the first half of 2005, compared with 145,000 tons in the first half of 2004. During the first half of 2005, the average utilization rates of all operating facilities in the steel mills and steel products segments were approximately 93% and 77%, respectively.

 

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Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

 

The major component of cost of products sold is raw material costs. In the second quarter of 2005, the average price of raw materials increased approximately 11% from the second quarter of 2004, and increased approximately 24% in the first half of 2005 compared with the first half of 2004. The average prices of raw materials used in the steel mills segment and the steel products segment increased approximately 10% and 35%, respectively, from the second quarter of 2004 and increased approximately 23% and 43%, respectively, from the first half of 2004. The average scrap and scrap substitute cost per ton used in our steel mills segment was $246 in the second quarter of 2005, an increase of 8% from $227 in the second quarter of 2004, and was $259 in the first half of 2005, an increase of 21% from $214 in the first half of 2004. As a result of the 10% decrease in average scrap and scrap substitute cost in the second quarter of 2005 from $272 in the first quarter of 2005, Nucor incurred a credit of $69.9 million in the second quarter to value inventories using the last-in, first-out (LIFO) method of accounting, compared with a charge of $67.1 million in the second quarter of 2004 when scrap prices were increasing. In the first half of 2005, the LIFO credit was $96.0 million, compared with a charge of $99.3 million in the first half of 2004. The LIFO charges (credits) for these interim periods are based on management’s estimates of both inventory prices and quantities at year-end. These estimates will likely differ from actual amounts, and such differences may be significant.

 

Total energy costs increased approximately $5 (17%) per ton from the second quarter of 2004 to the second quarter of 2005 and increased approximately $4 (12%) per ton from the first half of 2004 to the first half of 2005.

 

Pre-operating and start-up costs of new facilities decreased to $2.2 million in the second quarter of 2005, compared with $7.6 million in the second quarter of 2004. For the first half of 2005, pre-operating and start-up costs decreased to $5.6 million, compared with $16.8 million in the first half of 2004. In 2005, these costs primarily related to the dismantling of the direct reduced iron plant located in Louisiana and its relocation to Trinidad, as well as for the modernization of rolling mill #2 at the bar mill in Darlington, South Carolina. In 2004, these costs primarily related to the start-up of the Castrip® facility at our sheet mill in Crawfordsville, Indiana. Since the Castrip process achieved commercial viability at the end of 2004, the costs associated with this facility are no longer included in start-up costs.

 

In the second quarter of 2004, after evaluating options for the steel mill in Kingman, Arizona, which is currently not operating, it was determined that the melt shop would not be restarted. Accordingly, the value of this asset was reduced by $13.2 million in the second quarter of 2004, which was reflected in cost of products sold. The net book value as of July 2, 2005 of $17.0 million represents management’s best estimate of the remaining assets’ fair value, which may be revised.

 

Gross margins were approximately 20% for the second quarter of 2005 and approximately 21% for the first half of 2005 compared with approximately 19% for the second quarter of 2004 and approximately 16% for the first half of 2004.

 

The major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs increased approximately 20% from the second quarter of 2004 to the second quarter of 2005, and increased approximately 16% in the first half of 2005 compared with the first half of 2004. Profit sharing costs, which are based upon and generally fluctuate with pre-tax earnings, decreased approximately 14% from the second quarter of 2004 to the second quarter of 2005, and increased approximately 25% in the first half of 2005 compared with the first half of 2004. In the second quarter and first half of 2004, profit sharing costs included $7.5 million and $10.0 million, respectively, for an extraordinary bonus paid to employees for the achievement of record earnings through the first half of 2004. No extraordinary bonus expense was incurred in the second quarter or first half of 2005.

 

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Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

 

Interest expense, net of interest income, decreased for the second quarter and first half of 2005 from the second quarter and first half of 2004 primarily due to an increase in average short-term investments and the increase in average interest rates on these investments, partially offset by an increase in average long-term debt and the increase in the average interest rate on long-term debt.

 

Minority interests represent the income attributable to the minority partners of Nucor’s less than 100% owned joint venture, Nucor-Yamato Steel Company. Under the partnership agreement, the minimum amount of cash to be distributed each year to the partners of Nucor-Yamato Steel Company is the amount needed by each partner to pay applicable U.S. federal and state income taxes. In the first half of 2004, the amount of cash distributed to minority interest holders exceeded amounts allocated to minority 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.

 

In the first half of 2005, Nucor received $9.2 million in settlement of claims against third parties related to environmental matters. In the first half of 2004, Nucor realized a $1.6 million gain on the sale of equipment.

 

Nucor had an effective tax rate of 35.4% in the second quarter of 2005, compared with 36.6% in the second quarter of 2004 and had an effective tax rate of 35.5% in the first half of 2005 compared with 36.4% in the first half of 2004.

 

Net earnings increased during the second quarter and first half of 2005 compared with the second quarter and first half of 2004 due to higher average selling prices, increased margins, decreased pre-operating and start-up costs, decreased LIFO charges and decreased interest expense, partially offset by increased income taxes. The increase in net earnings is also attributable to the successful integration of acquisitions and investments made in the past year, including the purchase of a one-half interest in the rebar fabricator, Harris Steel, Inc.; the steelmaking assets of Corus Tuscaloosa; the cold rolling mill of Worthington Industries; and the assets of the cold finish bar producer, Fort Howard Steel, Inc.

 

Although conditions in the sheet market softened during the second quarter of 2005, we are currently seeing improvements in that market and expect this developing trend to continue. Approximately 58% of our sheet mill volume is committed to contract customers, which limits our exposure during the terms of those contracts to the volatility of prices in the spot market. We are also encouraged by the increasing level of non-residential construction activity, which generates demand for products manufactured by both segments of our business. Additionally, Nucor continues to benefit from the breadth of our product diversity and the relatively more stable pricing of some of our steel bar products.

 

Liquidity and capital resources

 

The current ratio was 3.3 at the end of the first half of 2005 and 3.0 at year-end 2004. The percentage of long-term debt to total capital was 19% at the end of the first half of 2005 and 20% at year-end 2004. Nucor has a simple capital structure with no off-balance sheet arrangements or relationships with unconsolidated special purpose entities.

 

Capital expenditures increased approximately 32% from the first half of 2005 compared with the first half of 2004. Capital expenditures are projected to be approximately $415.0 million for all of 2005.

 

During the second quarter of 2005, Nucor’s wholly owned subsidiary, Nucor Steel Marion, Inc., purchased substantially all of the assets of Marion Steel Company for a cash purchase price of approximately $108.7 million. In February 2005, Nucor purchased the assets of Fort Howard Steel, Inc.’s operations in Oak Creek, Wisconsin, for a cash purchase price of approximately $44.1 million. These acquisitions were not material to the consolidated financial statements and did not result in material goodwill or other intangible assets.

 

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Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

 

In June 2005, Nucor’s Board of Directors declared the regular quarterly cash dividend on Nucor’s common stock of $0.15 per share. The Board of Directors also approved the payment of a supplemental dividend of $0.25 per share, for a total dividend of $0.40 per share, payable on August 11, 2005 to stockholders of record on June 30, 2005.

 

During the second quarter of 2005, Nucor reactivated the stock repurchase program, repurchasing 4.0 million shares of Nucor’s common stock at a cost of approximately $205.8 million. There were no repurchases during the second quarter and first half of 2004. Approximately 4.5 million shares remain authorized for repurchase under the current program.

 

Funds provided from operations, existing credit facilities and new borrowings are expected to be adequate to meet future capital expenditure and working capital requirements for existing operations for at least the next 24 months. Nucor has the financial ability to borrow significant additional funds to finance major acquisitions and still maintain reasonable leverage. In June 2005, Nucor entered into a new five-year unsecured revolving credit facility that provides for up to $700.0 million in revolving loans (nothing has been borrowed). The new revolving credit facility replaces two previous credit facilities that provided for up to an aggregate of $425.0 million in revolving loans.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

In the ordinary course of business, Nucor is exposed to a variety of market risks. We continually monitor these risks and develop appropriate strategies to manage them.

 

Interest Rate Risk – Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. Nucor also makes use of interest rate swaps to manage net exposure to interest rate changes. Management does not believe that Nucor’s exposure to interest rate market risk has significantly changed since December 31, 2004.

 

Commodity Price Risk – In the ordinary course of business, Nucor is exposed to market risk for price fluctuations of raw materials and energy, principally scrap steel and natural gas. We attempt to negotiate the best prices for our raw materials and energy requirement and to obtain prices for our steel products that match market price movements in response to supply and demand. In the first quarter of 2004, Nucor initiated a raw material surcharge designed to pass through the historically high cost of scrap steel and other raw materials. Our surcharge mechanism has worked effectively to reduce the normal time lag in passing through higher raw material costs so we can maintain our gross margins.

 

Nucor also uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in the production process when management believes it is prudent to do so. Gains and losses from the use of these instruments are deferred in accumulated other comprehensive income (loss) on the condensed consolidated balance sheets and recognized into cost of products sold in the same period as the underlying physical transaction. At July 2, 2005, accumulated other comprehensive income (loss) includes $20.7 million in unrealized net-of-tax income for the fair value of these derivative instruments. A sensitivity analysis of changes in the price of hedged natural gas purchases indicates that declines of 10% and 25% in natural gas prices would reduce the fair value of our natural gas hedge position by $15.9 million and $39.2 million, respectively. Any resulting changes in fair value would be recorded as adjustments to other comprehensive income (loss), net of tax. Because these instruments are structured and used as hedges, these hypothetical losses would be offset by the benefit of lower prices paid for the natural gas used in the normal production cycle.

 

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Table of Contents

Item 4. Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures – As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

 

Changes in Internal Control Over Financial Reporting – There were no changes in our internal control over financial reporting during the quarter ended July 2, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

 

See the disclosure that appears under Legal Proceedings in Item 1. Part II of our Report on Form 10-Q for the quarter ended April 2, 2005.

 

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

 

Our share repurchase program activity for each of the three months and the quarter ended July 2, 2005 was as follows (in thousands, except per share amounts):

 

     Total Number
of Shares
Purchased


   Average Price
Paid per Share
(1)


  

Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs

(2)


   Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs
(2)


April 3, 2005 - April 30, 2005

   658    $ 50.58    658    7,818

May 1, 2005 - May 28, 2005

   2,433      51.13    2,433    5,385

May 29, 2005 - July 2, 2005

   909      52.97    909    4,476
    
  

  
  

For the Quarter Ended July 2, 2005

   4,000    $ 51.46    4,000    4,476
    
  

  
  

(1) Includes commissions of $0.02 per share.
(2) On September 5, 2000, the Board of Directors approved a stock repurchase program under which the Company is authorized to repurchase up to 5 million shares of the Company’s common stock. On September 8, 2004, the Board of Directors resolved that the number of shares of common stock authorized for repurchase would increase 100% as a result of the 2-for-1 stock split on the record date of October 15, 2004. At that time, the number of remaining shares authorized for repurchase increased from 4,237,900 shares to 8,475,800 shares. On April 21, 2005, the Company publicly announced the reactivation of this stock repurchase program. This repurchase authorization does not have a scheduled expiration date.

 

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Item 4. Submission of Matters to a Vote of Security Holders

 

At the annual meeting of stockholders held on May 12, 2005, the following actions were taken:

 

Three directors were elected for terms of three years expiring in 2008: 137,187,966 shares were voted for Peter C. Browning (3,543,527 withheld), 138,625,910 shares were voted for Victoria F. Haynes (2,105,583 withheld), 138,744,940 shares were voted for Thomas A. Waltermire (1,986,553 withheld). Clayton C. Daley, Jr., Daniel R. DiMicco, Harvey B. Gantt, James D. Hlavacek and Raymond J. Milchovich continue to serve as directors of the Company.

 

The Audit Committee’s selection of PricewaterhouseCoopers LLP to serve as Nucor’s independent auditors for the year ending December 31, 2005 was ratified by a vote of 136,668,499 for, 3,076,771 against and 986,225 abstaining.

 

The amendment to Nucor’s Restated Certificate of Incorporation increasing its authorized common stock from 200,000,000 shares to 400,000,000 shares was approved by a vote of 126,218,715 for, 13,425,151 against and 1,087,628 abstaining.

 

The 2005 Stock Option and Award Plan was approved by a vote of 106,680,488 for, 16,531,740 against and 17,519,267 abstaining.

 

Item 6. Exhibits

 

Exhibit No.

 

Description of Exhibit


3   Restated Certificate of Incorporation
31  

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as

Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.1  

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as

Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32  

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as

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

32.1  

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as

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

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Nucor Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

NUCOR CORPORATION
By:  

/s/ Terry S. Lisenby


    Terry S. Lisenby
    Chief Financial Officer, Treasurer
    and Executive Vice President

 

Dated: August 4, 2005

 

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NUCOR CORPORATION

List of Exhibits to Form 10-Q – July 2, 2005

 

Exhibit No.

 

Description of Exhibit


3   Restated Certificate of Incorporation
31  

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as

Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.1  

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as

Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32  

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as

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

32.1  

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as

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

 

16

Restated Certificate of Incorporation

Exhibit 3

 

RESTATED CERTIFICATE OF INCORPORATION

OF

NUCOR CORPORATION

 

NUCOR CORPORATION was incorporated under the name NUCLEAR CORPORATION OF AMERICA, and its original certificate of incorporation was filed with the Secretary of State of Delaware on March 28, 1958. This Restated Certificate of Incorporation has been duly adopted by the board of directors of this corporation pursuant to Section 245 of the General Corporation Law of the State of Delaware. This Restated Certificate of Incorporation only restates and integrates and does not amend the corporation’s certificate of incorporation and other certificates and instruments filed with the Secretary of State of Delaware pursuant to Section 104 of the General Corporation Law of the State of Delaware, and there is no discrepancy between the provisions of such certificate of incorporation, certificates and instruments and this Restated Certificate of Incorporation. The text of the Certificate of Incorporation as amended or supplemented heretofore is hereby restated without further amendments or changes to read as herein set forth in full:

 

ARTICLE I

 

NAME

 

The name of the corporation is NUCOR CORPORATION.

 

ARTICLE II

 

REGISTERED OFFICE AND AGENT

 

The corporation’s registered office in the State of Delaware is located at 1209 Orange Street, in the City of Wilmington, County of New Castle. The name and address of the corporation’s registered agent is The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware.

 

ARTICLE III

 

PURPOSES AND POWERS

 

A. The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of Delaware.

 

B. Without limiting in any manner the scope and generality of the foregoing, it is hereby provided that the corporation’s purposes and powers shall include the following:

 

1. To engage in business in the atomic energy and nuclear industry and chemical industry, including the business of developing and applying atomic energy and chemical products and equipment for commercial use and for research; to engage in business in the electronics industry; and as such to manufacture, produce, secure, receive, procure, make, hold, purchase or otherwise acquire, sell, convey, lease, rent or otherwise dispose of both at retail and wholesale, and generally deal in, articles in such industry and all other articles of merchandise of a kindred nature.


2. To manufacture, buy, sell, deal in and deal with steel or iron or both and all like or kindred products; to mine, manufacture, prepare for market, market and sell the same and any articles or products in the manufacture or composition of which metal is a factor, including the acquisition by purchase, mining, manufacture or otherwise of all materials, supplies and other articles necessary or convenient for use in connection with and in carrying on the business herein mentioned, or any part thereof.

 

3. To do a general manufacturing business and to buy, sell and deal in at wholesale and retail, all kinds of manufactured and unmanufactured products; to purchase, hold, sell, improve and lease real estate, and to mortgage and encumber the same, and to erect, manage, care for and maintain, extend and alter buildings thereon; to finance the resale of any of the products manufactured by it or any transactions entered into by the corporation; to purchase, form, organize and own subsidiary corporations and the stock thereof, and to guarantee the obligations and contracts of such subsidiary corporations.

 

4. To manufacture, purchase or otherwise acquire, invest in, own, mortgage, pledge, sell, assign and transfer or otherwise dispose of, trade, deal in and deal with goods, wares and merchandise and personal property of every class and description.

 

5. To acquire and pay for in cash, stock or bonds of this corporation or otherwise, the good will, rights, assets and property, and to undertake or assume the whole or any part of the obligations or liabilities of any person, firm, association or corporation.

 

6. To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or otherwise dispose of letters patent of the United States or any foreign country, patent rights, licenses and privileges, inventions, improvements and processes, copyrights, trademarks and trade names, relating to or useful in connection with any business of this corporation.

 

7. To acquire by purchase, subscription or otherwise, and to receive, hold, own, guarantee, sell, assign, exchange, transfer, mortgage, pledge or otherwise dispose of or deal in and with any of the shares of the capital stock, or any voting trust certificates in respect of the shares of capital stock, scrip, warrants, rights, bonds, debentures, notes, trust receipts, and other securities, obligations, choses in action and evidences of indebtedness or interest issued or created by any corporation, joint stock companies, syndicates, associations, firms, trusts or persons, public or private, or by the government of the United States of America, or by any foreign government, or by any state, territory, province, municipality or other political subdivision or by any governmental agency, and as owner thereof to possess and exercise all the rights, powers and privileges of ownership, including the right to execute consents and vote thereon, and to do any and all acts and things necessary or advisable for the preservation, protection improvement and enhancement in value thereof.

 

8. To borrow or raise moneys for any of the purposes of the corporation and, from time to time without limit as to amount, to draw, make, accept, endorse, execute and issue promissory notes, drafts, bills of exchange, warrants, bonds, debentures and other negotiable or non-negotiable instruments and evidences of indebtedness, and to secure the payment of any thereof and of the interest thereon by mortgage upon or pledge, conveyance or assignment in trust of the whole or any part of the property of the corporation, whether at the time owned or thereafter acquired, and to sell, pledge or otherwise dispose of such bonds or other obligations of the corporation for its corporate purposes.

 

2


9. To purchase, receive, take by grant, gift, devise, bequest or otherwise, lease, or otherwise acquire, own, hold, improve, employ, use and otherwise deal in and with real or personal property, or any interest therein, whatever situated, and to sell, convey, lease, exchange, transfer or otherwise dispose of, or mortgage or pledge, all or any of the corporation’s property and assets, or any interest therein, wherever situated.

 

10. In general, to possess and exercise all the powers and privileges granted by the General Corporation Law of Delaware or by any other law of Delaware or by this Certificate of Incorporation together with any powers incidental thereto, so far as such powers and privileges are necessary or convenient to the conduct, promotion or attainment of the business or purposes of the corporation.

 

C. The business and purposes specified in the foregoing clauses shall, except where otherwise expressed, be in nowise limited or restricted by reference to, or inference from, the terms of any clause in this Certificate of Incorporation, but the business and purposes specified in each of the foregoing clauses of this Article shall be regarded as independent business and purposes.

 

ARTICLE IV

 

STOCK

 

A. The total number of shares of Common Stock which the Corporation shall have the authority to issue is four hundred million (400,000,000), and the par value of each share is forty cents ($0.40), amounting in the aggregate to one hundred sixty million dollars ($160,000,000). The total number of shares of Preferred Stock which the corporation shall have authority to issue is two hundred fifty thousand (250,000), and the par value of each share is four dollars ($4.00), amounting in the aggregate to one million dollars ($1,000,000).

 

B. Unless otherwise determined by the board of directors, no holders of any shares of stock of the corporation, or of any rights, options or privileges to purchase shares of the stock of the corporation, or of any bonds, debentures, certificates of indebtedness or other securities, convertible into or exchangeable for shares of stock of the corporation, shall be entitled as of right to purchase or to subscribe for or receive any unissued or reacquired shares of stock of the corporation at any time authorized or any rights, options or privileges to purchase unissued or reacquired shares of stock of the corporation, or to purchase or subscribe for or receive any bonds, debentures, certificates of indebtedness, or other securities convertible into or exchangeable for shares of the stock of the corporation, but any unissued or reacquired shares of stock, rights, options, privileges, bonds, debentures, certificates of indebtedness, or other securities, may be issued or reissued and disposed of by the board of directors to such persons as the board of directors may in its sole discretion determine without offering any thereof to holders of shares, rights, options, privileges, bonds, debentures, certificates of indebtedness, or other securities of the corporation.

 

C. The board of directors is hereby expressly authorized to issue the shares of Preferred Stock in series and to fix from time to time before issuance the number of shares to be included in each series and the designation, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of all shares of each series. The authority of the board of directors with respect to each series shall include, without limitation, the determination of any or all of the following matters:

 

1. The number of shares constituting such series and the designation thereof to distinguish shares of such series from the shares of all other series;

 

3


2. The annual dividend rate on the shares of such series and whether such dividends shall be cumulative, and, if cumulative, the date from which dividends shall accumulate;

 

3. The redemption price or prices for shares of such series, if redeemable, and the terms and conditions of such redemption;

 

4. The preference, if any, of shares of such series in the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation;

 

5. The voting rights, if any, of shares of such series in addition to the voting rights prescribed by law and the terms of exercise of such voting rights;

 

6. The right, if any, of shares of such series to be converted into shares of any other series or class and the terms and conditions of such conversion; and

 

7. Any preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, of such series.

 

The shares of each series may vary from the shares of any other series as to any matters, including the foregoing.

 

ARTICLE V

 

TERM OF EXISTENCE

 

The corporation is to have perpetual existence.

 

ARTICLE VI

 

MANAGEMENT OF BUSINESS AND CONDUCT OF AFFAIRS

 

A. The management of the business and the conduct of the affairs of the corporation shall be vested in the board of directors of the corporation.

 

B. The board of directors shall have power, without assent or vote of the stockholders: to make, alter, amend, change, add to or repeal the by-laws of the corporation; to fix and vary the amount to be reserved for any proper purpose; to authorize and cause to be executed mortgages and liens upon all or any part of the property of the corporation; to determine the use and disposition of any surplus or net profits; and to fix the times for the declaration and payment of dividends.

 

C. The directors in their discretion may submit any contract or act for approval or ratification at any annual meeting of the stockholders or at any meeting of the stockholders called for the purpose of considering any such act or contract, and any contract or act that shall be approved or be ratified by the vote of the holders of a majority of the stock of the corporation which is represented in person or by proxy at such meeting and entitled to vote thereat (provided that a lawful quorum of stockholders be there represented in person or by proxy) shall be valid and as binding upon the corporation and upon all stockholders as though it had been approved or ratified by every stockholder of the corporation, whether or not the contract or act would otherwise be open to question for any reason.

 

4


D. In addition to the powers herein or by statute expressly conferred upon them, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation; subject, nevertheless, to the provisions of the statutes of Delaware, of this Certificate, and to any by-laws from time to time made by the stockholders; provided, however, that no by-laws so made shall invalidate any prior act of the directors which would have been valid if such by-law had not been made.

 

ARTICLE VII

 

DIRECTORS

 

A. The number of directors of the corporation shall be such as from time to time shall be fixed by, or in the manner provided in, the by-laws. Election of directors need not be by ballot unless the by-laws so provide.

 

B. At all elections of directors of the corporation at which a stockholder is entitled to vote, each such stockholder shall be entitled to as many votes as shall equal the number of votes which (except for this provision as to cumulative voting) he would be entitled to cast for the election of directors with respect to his shares of stock, multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or may distribute them among the number to he voted for, as he may see fit.

 

C. The directors of the corporation shall be divided into three classes, each class to be as equal in number as possible. The first class shall hold office for three years, the second class for two years, and the third class for one year. At each succeeding annual election after such classification, directors shall be elected for a three-year term, to succeed the class of directors whose term expires in that year.

 

ARTICLE VIII

 

INDEMNIFICATION

 

A. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

 

B. The corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or

 

5


agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interest of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such Court of Chancery or such other court shall deem proper.

 

C. To the extent that a director, officer, employee or agent has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in paragraph A or B of this Article, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

 

D. Any indemnification under paragraph A and B of this Article (unless ordered by a court) shall be made by the corporation only upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in said paragraph A or B. Such determination shall be made (1) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. If such determination is adverse to the director, officer, employee or agent, such person may contest such determination and if a court should finally decide that indemnification is proper in the circumstances (which decision shall bind the corporation) or if such contest is settled before such final decision, then the director, officer, employee or agent shall be indemnified in addition to that provided under paragraph A and B of this Article, against expenses (including attorneys’ fees) actually and reasonably incurred by him in contesting such determination.

 

E. Expenses incurred by any person who may have a right of indemnification under this Article in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the board of directors upon receipt of an undertaking by or on behalf of such person, to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation pursuant to this Article.

 

F. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which any person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to be benefit of the heirs, executors and administrators of such a person.

 

G. The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against such liability under the provisions of this Article or of Section 145 of the General Corporation Law of the State of Delaware.

 

6


H. The corporation shall, to the fullest extent permitted by applicable law from time to time in effect, indemnify any and all persons whom it shall have power to indemnify under said law from and against any and all of the expenses, liabilities and other matters referred to in or covered by said law.

 

ARTICLE IX

 

SPECIAL VOTING REQUIREMENTS

 

A. If any Other Entity is the Beneficial Owner of more than ten per cent (10%) of the outstanding Voting Shares of the corporation, then the affirmative vote or written consent of the holders of four-fifths (4/5) of the outstanding Voting Shares shall be required for the following: (i) the adoption of any agreement, plan or arrangement for the merger or consolidation of the corporation or any Subsidiary with any such Other Entity, or (ii) any sale, lease, exchange, mortgage, pledge or other disposition, either directly or indirectly, in one transaction or a series of related transactions, of more than ten per cent (10%) of the Assets of the corporation or any Subsidiary to any such Other Entity, or (iii) the issuance or transfer by the corporation, either directly or indirectly, in one transaction or a series of related transactions, of a number of voting Shares (including as such, Voting Shares which may be issued or transferred upon the conversion or redemption of any other securities of the corporation) of the corporation greater than ten per cent (10%) of the number of outstanding Voting Shares of the corporation immediately prior thereto in exchange for the securities or assets of any such Other Entity. Such affirmative vote or written consent shall be in addition to the vote or consent of the holders of the stock of the corporation otherwise required by law, this Certificate of Incorporation or any agreement or contract to which the corporation is a party.

 

B. As used in this Article, the following terms shall have the meanings set forth below:

 

“Other Entity” means any person, firm, corporation or other entity acting individually, or any persons, firms, corporations or other entities, or any combination thereof, acting in concert, or any one or more of such persons, firms, corporations or other entities acting in concert; provided, however, that ‘Other Entity” shall not mean a Subsidiary of the corporation whose certificate of incorporation contains provisions substantially similar to the provisions of this Article IX and Article XI of this Certificate of Incorporation; and provided further that “Other Entity” shall not include any director, officer or employee of the corporation unless such individual is also an Affiliate or Associate of any such other person, firm, corporation or other entity.

 

“Beneficial Owner” of stock means a person, or an Affiliate or Associate of such person, who directly or indirectly controls the voting of such stock (other than solely through control of proxies solicited by the corporation’s management), or who has any option, warrant, conversion or other rights to acquire such stock.

 

“Voting Shares” means the shares of stock of the corporation entitled to vote in the elections of directors, considered for the purpose of this Article as one class.

 

“Assets” means the gross fair market value of all assets of the corporation or any Subsidiary.

 

“Subsidiary” means any entity in which the corporation owns, directly, or indirectly, more than fifty per cent (50%) of the voting securities.

 

7


“Affiliate” and “Associate” shall have the same meanings as provided in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934 as in effect on January 1, 1974.

 

C. The interpretation, construction and application of any provision of this Article, and the determination of any facts, in connection with the application of this Article to a transaction or proposed transaction, shall be made by a majority of directors of the corporation not representing or being an Affiliate or Associate of any Other Entity which is the Beneficial Owner of more than ten per cent (10%) of the outstanding Voting Shares of the corporation, and such interpretation, construction, application or determination, when made in good faith, shall be conclusive and binding for all purposes.

 

ARTICLE X

 

COMPROMISES AND ARRANGEMENTS

 

Whenever a compromise or arrangement is proposed between this corporation and its creditors or any class of them, and/or between this corporation and its stockholders or any class of them, any court of equitable jurisdiction within the state of Delaware may, on the application in a summary way of this corporation or of any creditor or stockholders thereof or on the application of any receiver or receivers appointed for this corporation under the provisions of Section 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for this corporation under the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, to be summoned in such matter as the said court directs. If a majority in number representing three-fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of this corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of this corporation as consequences of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of this corporation, as the case may be, and also on this corporation.

 

ARTICLE XI

 

AMENDMENTS

 

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power; provided that no amendment to this Certificate of Incorporation shall amend, alter, change or repeal any of the provisions of Article V, Article VII, Article IX, or this Article XI, unless the amendment effecting such amendment, alteration, change or repeal shall receive the affirmative vote or consent of the holders of shares of all classes of stock of this corporation possessing four-fifths (4/5) of the voting rights in elections of directors, considered for the purpose of this Article as one class.

 

ARTICLE XII

 

SERIES A JUNIOR PARTICIPATING PREFERRED STOCK

 

Section 1. Designation, Par Value and Amount. The shares of such series shall be designated as “Series A Preferred Stock” (hereinafter referred to as “Series A Preferred Stock”), the

 

8


shares of such series shall be with par value of $4.00 per share, and the number of shares constituting such series shall be 200,000.

 

Section 2. Dividends and Distributions.

 

(A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of assets legally available for the purpose, quarterly dividends payable in cash on the first business day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 5000 (subject to adjustment) times the aggregate per share amount of all cash dividends, and 5000 (subject to adjustment) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock, par value $.40 per share, of the Corporation (the “Common Stock”) or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock.

 

(B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

 

(C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than days prior to the date fixed for the payment thereof.

 

Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights:

 

(A) Except as provided in paragraph C of this Section 3 and subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to

 

9


5000 votes (subject to adjustment) on all matters submitted to a vote of the stockholders of the Corporation.

 

(B) Except as otherwise provided herein or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.

 

Section 4. Certain Restrictions.

 

(A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not

 

(i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock;

 

(ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

 

(iii) redeem or purchase or otherwise acquire for consideration (except as provided in (iv) below) shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock;

 

(B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner.

 

Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, in any other Certificate of Amendment creating a series of Preferred Stock or as otherwise required by law.

 

Section 6. Liquidation, Dissolution or Winding Up.

 

(A) Subject to the prior and superior rights of holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with respect to rights upon liquidation, dissolution or winding up (voluntary or otherwise), no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $500.00 per share, plus an amount equal to accrued and unpaid

 

10


dividends and distributions thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Capital Adjustment”) equal to the quotient obtained by dividing (i) the Series A Liquidation Preference by (ii) 5,000 (the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Capital Adjustment in respect of all outstanding shares of Series A Preferred Stock and Common Stock, respectively, holders of Series A Preferred Stock and holders of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively.

 

(B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Preferred Stock, then such remaining assets shall be distributed ratably to the holders of Series A Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Capital Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. Neither merger, consolidation, etc. shall be deemed to be a liquidation, dissolution or winding up for purposes of this Section 6.

 

(C) In the event the Corporation shall (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

 

Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 5,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event.

 

Section 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable.

 

Section 9. Ranking. The Series A Preferred Stock shall rank junior to all other series of the Corporation’s Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise.

 

11


Section 10. Amendment. The Certificate of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Preferred Stock, voting separately as a class.

 

Signed on the 30th day of June, 2005.

 

NUCOR CORPORATION

 

By: 

 

A. Rae Eagle

Title: 

 

General Manager and

Corporate Secretary

 

12

Section 302 CEO Certification

Exhibit 31

 

Certification of Principal Executive Officer

Pursuant to Rule 13a-14(a)/15d-14(a)

(Section 302 of the Sarbanes-Oxley Act of 2002)

 

I, Daniel R. DiMicco, certify that:

 

  1. I have reviewed this quarterly report on Form 10-Q of Nucor Corporation;

 

  2. Based on my knowledge, this quarterly 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 quarterly 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 quarterly 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 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 function):

 

(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.

 

Date: August 4, 2005

 

/s/ Daniel R. DiMicco


    Daniel R. DiMicco
    Vice Chairman, President and
    Chief Executive Officer
Section 302 CFO Certification

Exhibit 31.1

 

Certification of Principal Financial Officer

Pursuant to Rule 13a-14(a)/15d-14(a)

(Section 302 of the Sarbanes-Oxley Act of 2002)

 

I, Terry S. Lisenby, certify that:

 

  1. I have reviewed this quarterly report on Form 10-Q of Nucor Corporation;

 

  2. Based on my knowledge, this quarterly 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 quarterly 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 quarterly 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 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 function):

 

(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.

 

Date: August 4, 2005

 

/s/ Terry S. Lisenby


    Terry S. Lisenby
    Chief Financial Officer, Treasurer
    and Executive Vice President
Section 906 CEO Certification

Exhibit 32

 

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. 1350

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

 

I, Daniel R. DiMicco, Vice Chairman, President and Chief Executive Officer (principal executive officer) of Nucor Corporation (the “Registrant”), certify, to the best of my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended July 2, 2005 of the Registrant (the “Report”), that:

 

(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: August 4, 2005
Section 906 CFO Certification

Exhibit 32.1

 

Certification of Principal Financial Officer

Pursuant to 18 U.S.C. 1350

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

 

I, Terry S. Lisenby, Chief Financial Officer, Treasurer and Executive Vice President (principal financial officer) of Nucor Corporation (the “Registrant”), certify, to the best of my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended July 2, 2005 of the Registrant (the “Report”), that:

 

(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/ Terry S. Lisenby


Name: Terry S. Lisenby
Date: August 4, 2005