Third
Quarter
2007

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 29, 2007

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.)

1915 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 o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act.
Large accelerated filer x Accelerated filer o Non-accelerated filer o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x

287,926,784 shares of common stock were outstanding at September 29, 2007.
 


Nucor Corporation
Form 10-Q
September 29, 2007
INDEX   

     
Page
Part I
Financial Information
 
       
 
Item 1
Financial Statements
 
       
   
Condensed Consolidated Statements of Earnings - Nine Months (39 Weeks) and Three Months (13 Weeks) Ended September 29, 2007 and September 30, 2006
3
       
   
Condensed Consolidated Balance Sheets - September 29, 2007 and December 31, 2006
4
       
   
Condensed Consolidated Statements of Cash Flows - Nine Months (39 Weeks) Ended September 29, 2007 and September 30, 2006
5
       
   
Notes to Condensed Consolidated Financial Statements
6
       
 
Item 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
16
       
 
Item 3
Quantitative and Qualitative Disclosures About Market Risk
20
       
 
Item 4
Controls and Procedures
20
       
Part II
Other Information
 
       
 
Item 1A
Risk Factors
21
       
 
Item 2
Unregistered Sales of Equity Securities and Use of Proceeds
21
       
 
Item 6
Exhibits
22
       
Signatures
22
       
List of Exhibits to Form 10-Q
23
 
2


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Nucor Corporation Condensed Consolidated Statements of Earnings (Unaudited)
(In thousands, except per share amounts)      

   
Nine Months (39 Weeks) Ended
 
Three Months (13 Weeks) Ended
 
   
Sept. 29, 2007
 
Sept. 30, 2006
As Adjusted
(Note 1)
 
Sept. 29, 2007
 
Sept. 30, 2006
As Adjusted
(Note 1)
 
                   
Net sales
 
$
12,196,216
 
$
11,282,680
 
$
4,259,221
 
$
3,931,233
 
Costs, expenses and other:
                         
Cost of products sold
   
9,844,763
   
8,628,748
   
3,449,260
   
2,920,782
 
Marketing, administrative and other expenses
   
430,605
   
450,266
   
145,470
   
160,464
 
Interest (income) expense, net
   
(607
)
 
(25,753
)
 
3,576
   
(10,433
)
Minority interests
   
214,653
   
147,568
   
76,494
   
58,660
 
     
10,489,414
   
9,200,829
   
3,674,800
   
3,129,473
 
                           
Earnings before income taxes
   
1,706,802
   
2,081,851
   
584,421
   
801,760
 
Provision for income taxes
   
599,701
   
730,173
   
203,199
   
280,124
 
Net earnings
 
$
1,107,101
 
$
1,351,678
 
$
381,222
 
$
521,636
 
                           
Net earnings per share:
                         
Basic
 
$
3.71
 
$
4.38
 
$
1.30
 
$
1.71
 
Diluted
 
$
3.68
 
$
4.34
 
$
1.29
 
$
1.70
 
                           
Average shares outstanding:
                         
Basic
   
298,468
   
308,569
   
293,096
   
304,835
 
Diluted
   
300,600
   
311,420
   
295,019
   
307,553
 
                           
Dividends declared per share
 
$
1.83
 
$
1.55
 
$
0.61
 
$
0.60
 

See notes to condensed consolidated financial statements.

3

 
Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)

   
Sept. 29, 2007
 
Dec. 31, 2006
As Adjusted
(Note 1)
 
Assets          
           
Current assets:
             
Cash and cash equivalents
 
$
272,256
 
$
785,651
 
Short-term investments
   
-
   
1,410,633
 
Accounts receivable, net
   
1,629,682
   
1,067,322
 
Inventories
   
1,604,580
   
1,141,194
 
Other current assets
   
256,905
   
278,265
 
Total current assets
   
3,763,423
   
4,683,065
 
               
Property, plant and equipment, net
   
3,101,981
   
2,856,415
 
               
Goodwill
   
812,220
   
143,265
 
               
Other intangible assets, net
   
471,944
   
5,015
 
               
Other assets
   
150,675
   
205,258
 
               
Total assets
 
$
8,300,243
 
$
7,893,018
 
               
Liabilities and stockholders' equity
             
               
Current liabilities:
             
Short-term debt
 
$
22,265
 
$
-
 
Accounts payable
   
784,329
   
516,640
 
Salaries, wages and related accruals
   
419,096
   
455,051
 
Accrued expenses and other current liabilities
   
442,218
   
450,226
 
Total current liabilities
   
1,667,908
   
1,421,917
 
               
Long-term debt due after one year
   
922,300
   
922,300
 
               
Deferred credits and other liabilities
   
591,173
   
448,084
 
 
             
Minority interests
   
230,278
   
243,366
 
               
Stockholders' equity:
             
Common stock
   
149,277
   
149,006
 
Additional paid-in capital
   
244,249
   
195,543
 
Retained earnings
   
6,433,374
   
5,840,067
 
Accumulated other comprehensive income
   
139,599
   
4,470
 
     
6,966,499
   
6,189,086
 
               
Treasury stock
   
(2,077,915
)
 
(1,331,735
)
               
Total stockholders' equity
   
4,888,584
   
4,857,351
 
               
Total liabilities and stockholders' equity
 
$
8,300,243
 
$
7,893,018
 

See notes to condensed consolidated financial statements.

4


Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited) 
(In thousands)     

   
Nine Months (39 Weeks) Ended
 
   
Sept. 29, 2007
 
Sept. 30, 2006
As Adjusted
(Note 1)
 
           
Operating activities:
             
Net earnings
 
$
1,107,101
 
$
1,351,678
 
Adjustments:
             
Depreciation
   
298,280
   
273,678
 
Amortization
   
15,437
   
998
 
Stock-based compensation
   
33,875
   
30,200
 
Deferred income taxes
   
(91,191
)
 
(43,038
)
Minority interests
   
214,651
   
147,554
 
Settlement of natural gas hedges
   
(13,207
)
 
(3,668
)
Changes in assets and liabilities (exclusive of acquisitions):
             
Accounts receivable
   
(239,401
)
 
(214,474
)
Inventories
   
(128,436
)
 
(181,482
)
Accounts payable
   
167,549
   
157,668
 
Federal income taxes
   
71,598
   
106,955
 
Salaries, wages and related accruals
   
(54,430
)
 
57,869
 
Other
   
8,857
   
6,484
 
               
Cash provided by operating activities
   
1,390,683
   
1,690,422
 
               
Investing activities:
             
Capital expenditures
   
(330,586
)
 
(240,175
)
Sale of interest in affiliates
   
29,500
   
-
 
Investment in affiliates
   
(27,913
)
 
(34,241
)
Disposition of plant and equipment
   
804
   
1,978
 
Acquisitions (net of cash acquired)
   
(1,410,677
)
 
(43,879
)
Purchases of short-term investments
   
(276,945
)
 
(803,253
)
Proceeds from the sale of short-term investments
   
1,687,578
   
271,675
 
Proceeds from currency derivative contracts
   
517,241
   
-
 
Settlement of currency derivative contracts
   
(511,394
)
 
-
 
               
Cash used in investing activities
   
(322,392
)
 
(847,895
)
               
Financing activities:
             
Net change in short-term debt
   
(66,461
)
 
-
 
Repayment of long-term debt
   
-
   
(1,250
)
Issuance of common stock
   
10,430
   
46,373
 
Excess tax benefits from stock-based compensation
   
9,500
   
12,200
 
Distributions to minority interests
   
(231,520
)
 
(151,411
)
Cash dividends
   
(549,606
)
 
(395,793
)
Acquisition of treasury stock
   
(754,029
)
 
(500,199
)
               
Cash used in financing activities
   
(1,581,686
)
 
(990,080
)
               
Decrease in cash and cash equivalents
   
(513,395
)
 
(147,553
)
               
Cash and cash equivalents - beginning of year
   
785,651
   
980,150
 
               
Cash and cash equivalents - end of nine months
 
$
272,256
 
$
832,597
 
 
See notes to condensed consolidated financial statements. 

5


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, 2006 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, 2006. Certain amounts for the prior year have been reclassified to conform to the 2007 presentation.

Effective January 1, 2007, Nucor adopted the Financial Accounting Standards Board (“FASB”) Staff Position AUG AIR-1, “Accounting for Planned Major Maintenance Activities.” This position statement eliminates Nucor’s previous policy to accrue in advance for planned major maintenance activities. In accordance with this position statement, Nucor now uses the deferral method of accounting for planned maintenance activities and has adjusted prior period financial statements to retrospectively apply this position statement. The effects of this adjustment on our 2006 financial statements are as follows (in thousands, except per share amounts):

   
Consolidated Balance Sheet
 
   
As of December 31, 2006
 
   
As
Previously
Reported
 
Adjustments
 
As
Adjusted
 
               
Other current assets
 
$
270,236
 
$
8,029
 
$
278,265
 
Accrued expenses and other current liabilities
   
478,337
   
(28,111
)
 
450,226
 
Minority interests
   
238,588
   
4,778
   
243,366
 
Retained earnings
   
5,808,705
   
31,362
   
5,840,067
 

   
Consolidated Statements of Earnings
 
   
Nine Months (39 Weeks)  
Ended September 30, 2006
 
Three Months (13 Weeks)
Ended September 30, 2006
 
   
As
Previously Reported
 
Adjustments
 
As  
Adjusted
 
As
Previously Reported
 
Adjustments
 
As
Adjusted
 
                           
Cost of products sold
 
$
8,631,598
  $
(2,850
)
$
8,628,748
 
$
2,926,581
  $
(5,799
)
$
2,920,782
 
Minority interests
   
148,036
   
(468
)
 
147,568
   
59,104
   
(444
)
 
58,660
 
Earnings before income taxes
   
2,078,533
   
3,318
   
2,081,851
   
795,517
   
6,243
   
801,760
 
Provision for income taxes
   
729,011
   
1,162
   
730,173
   
277,939
   
2,185
   
280,124
 
Net earnings
   
1,349,522
   
2,156
   
1,351,678
   
517,578
   
4,058
   
521,636
 
Net earnings per share:
                                     
Basic
   
4.37
   
0.01
   
4.38
   
1.70
   
0.01
   
1.71
 
Diluted
   
4.33
   
0.01
   
4.34
   
1.68
   
0.01
   
1.70
 

The effect of the adjustment on the consolidated statement of cash flows was not significant.

Also effective January 1, 2007, Nucor adopted FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109,” which clarifies the accounting of uncertainty in income taxes recognized in financial statements in accordance with FASB Statement No. 109, “Accounting for Income Taxes” (see Note 14). FIN 48 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

6


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

2.
ACQUISITIONS: Since 2004, Nucor has owned a one-half interest in the rebar fabricator Harris Steel Inc., the remaining one-half interest of which was owned by Harris Steel Group Inc. (“Harris Steel”). In March 2007, a wholly owned subsidiary of Nucor acquired all the issued and outstanding shares of Harris Steel for a cash purchase price of Cdn$46.25 per Harris Steel share. The purchase price includes approximately $1.06 billion paid in cash and $68.4 million of short-term debt assumed related to the net assets acquired. Nucor also consolidated an additional $18.2 million of short-term debt related to its previous 50% ownership in Harris Steel Inc. As a result of the acquisition, Nucor has consolidated Harris Steel Inc. which was previously accounted for under the equity method. Harris Steel, which now operates as a subsidiary of Nucor, manufactures industrial products principally in the U.S. and Canada. Harris Steel also participates in steel trading on a worldwide basis and distributes reinforcing steel and related products to U.S. customers.

We have obtained preliminary independent appraisals for the purpose of allocating the purchase price to the individual assets acquired and liabilities assumed. These valuations are subject to adjustment as additional information is obtained; however, these adjustments are not expected to be material. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed of Harris Steel as of the date of acquisition (in thousands):

Current assets
 
$
460,037
 
Property, plant and equipment
   
122,187
 
Goodwill
   
478,337
 
Other intangible assets
   
305,217
 
Other assets
   
565
 
Total assets acquired
   
1,366,343
 
         
Short-term debt
   
(68,365
)
Other current liabilities
   
(108,906
)
Deferred credits and other liabilities
   
(126,098
)
Minority interests
   
(3,522
)
Total liabilities assumed
   
(306,891
)
         
Net assets acquired
 
$
1,059,452
 

The preliminary purchase price allocation to the identifiable intangible assets is as follows (in thousands, except years):
 
       
Weighted
Average Life
 
Customer relationships
 
$
271,462
   
22 years
 
Trade names
   
33,755
   
20 years
 
   
$
305,217
   
22 years
 

The majority of the goodwill has been preliminarily allocated to the steel products segment (see Note 6).

7


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

The results of Harris Steel have been included in the consolidated financial statements from the date of acquisition. Unaudited pro forma operating results for Nucor, assuming the acquisition of Harris Steel occurred at the beginning of each period are as follows (in thousands, except per share data):

   
Nine Months (39 Weeks) Ended
 
Three Months (13 Weeks) Ended
 
   
September 29, 2007
 
September 30, 2006
 
September 29, 2007
 
September 30, 2006
 
                   
Net sales
 
$
12,372,841
 
$
12,143,084
 
$
4,259,221
 
$
4,248,248
 
Net earnings
   
1,115,751
   
1,399,443
   
381,222
   
551,616
 
Net earnings per share:
                         
Basic
 
$
3.74
 
$
4.54
 
$
1.30
 
$
1.81
 
Diluted
 
$
3.71
 
$
4.49
 
$
1.29
 
$
1.79
 

In June 2007, Harris Steel Inc. purchased the stock of South Pacific Steel Corp., a rebar fabricator and installer, for a cash purchase price of approximately $24.9 million. In addition, in August 2007, Harris Steel acquired Consolidated Rebar, Inc. for a cash purchase price of approximately $23.3 million. Consolidated has two rebar fabrication facilities in Arizona.

In August 2007, Nucor purchased substantially all the assets of LMP Steel & Wire Company (“LMP”) for a cash purchase price of approximately $27.2 million. Located in Maryville, Missouri, LMP is a producer of cold finished bar.

Also in August 2007, a wholly owned subsidiary of Nucor merged with Magnatrax Corporation ("Magnatrax"), a leading provider of custom-engineered metal building systems with seven fabricating plants located across the United States. The cash purchase price of $275.2 million includes approximately $158.7 million of goodwill that has been allocated to the steel products segment. The cash purchase price also includes $116.2 million of identifiable intangibles, primarily related to customer relationships which are being amortized over 21 years.

In May 2006, Nucor’s wholly owned subsidiary, Nucor Steel Connecticut, Inc., purchased substantially all of the assets of Connecticut Steel Corporation for a cash purchase price of approximately $43.9 million. This facility produces wire rod, rebar, wire mesh and structural mesh.

3.
SHORT-TERM INVESTMENTS: As of December 31, 2006, short-term investments consisted entirely of variable rate demand notes (“VRDN’s”), which are variable rate bonds tied to short-term interest rates with maturities on the face of the securities in excess of 90 days. All VRDN’s were liquidated during the third quarter of 2007. All of the VRDN’s in which Nucor invests are secured by a direct-pay letter of credit issued by a high-credit quality financial institution. Nucor is able to receive the principal invested and interest accrued thereon no later than seven days after notifying the financial institution that Nucor has elected to tender the VRDN’s. Since VRDN’s trade at par value, no realized or unrealized gains or losses were incurred.

8


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

4.
INVENTORIES: Inventories consist of approximately 43% raw materials and supplies and 57% finished and semi-finished products at September 29, 2007 (48% and 52% respectively, at December 31, 2006). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages. 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 51% of total inventories as of September 29, 2007 (63% of total inventories as of December 31, 2006). If the first-in, first-out (FIFO) method of accounting had been used, inventories would have been $489.2 million higher at September 29, 2007 ($387.2 million higher at December 31, 2006).

5.
PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is recorded net of accumulated depreciation of $3.83 billion at September 29, 2007 ($3.54 billion at December 31, 2006).

6.
GOODWILL AND OTHER INTANGIBLE ASSETS: The change in the net carrying amount of goodwill for the nine months ended September 29, 2007 by segment is as follows (in thousands):

   
Steel Mills
 
Steel Products
 
Total
 
Balance at December 31, 2006
 
$
2,007
 
$
141,258
 
$
143,265
 
                     
Acquisitions
   
-
   
639,133
   
639,133
 
                     
Purchase price adjustments
   
-
   
(15,740
)
 
(15,740
)
                     
Translation
   
-
   
45,562
   
45,562
 
                     
Balance at September 29, 2007
 
$
2,007
 
$
810,213
 
$
812,220
 

Goodwill resulting from the acquisition of Harris Steel and Magnatrax accounts for almost all of the increase in goodwill in the first nine months of 2007 and is presented based upon Nucor’s preliminary purchase price allocation. The majority of goodwill is not tax deductible.

Intangible assets with estimated lives of five to 22 years are amortized on a straight-line or accelerated basis and are comprised of the following (in thousands):

   
September 29, 2007
 
December 31, 2006
 
   
Gross
Amount
 
Accumulated Amortization
 
Gross
Amount
 
Accumulated Amortization
 
Customer relationships
 
$
414,320
 
$
12,658
 
$
-
 
$
-
 
Trademarks and trade names
   
52,686
   
1,051
             
Other
   
24,102
   
5,455
   
8,742
   
3,727
 
   
$
491,108
 
$
19,164
 
$
8,742
 
$
3,727
 

Intangible asset amortization expense was $15.4 million and $1.0 million in the first nine months of 2007 and 2006, respectively, and was $8.3 million and $0.3 million in the third quarter of 2007 and 2006, respectively. Annual amortization expense is estimated to be $23.6 million in 2007; $40.8 million in 2008; $38.2 million in 2009; $35.8 million in 2010; and $32.8 million in 2011.

9


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

7.
CURRENT LIABILITIES: Drafts payable and book overdrafts, included in accounts payable in the balance sheet, were $85.3 million at September 29, 2007 ($74.7 million at December 31, 2006).

Dividends payable, included in accrued expenses and other current liabilities in the balance sheet, was $176.5 million at September 29, 2007 ($181.2 million at December 31, 2006).

8.
DEBT AND OTHER FINANCING ARRANGEMENTS: In addition to Nucor’s $700 million five-year unsecured revolving credit facility maturing in June 2010, Harris Steel has credit facilities with a Canadian bank totaling approximately $55.0 million. No borrowings were outstanding at September 29, 2007 under either facility.
 
In addition, the business of Novosteel, of which Harris Steel owns 75%, is financed by trade credit arrangements totaling approximately $197.5 million with a number of Swiss-based banking institutions. These arrangements, principally letters of credit under trade finance facilities, are non-recourse to Nucor and its other subsidiaries. As of September 29, 2007, there were outstanding borrowings of $22.3 million and outstanding letters of credit of $15.2 million under the Swiss trade credit arrangements for commitments to purchase inventories, which had not yet been received.

9.
STOCK-BASED COMPENSATION: Stock Options - Nucor’s stock option plans provide that common stock options may be granted to key employees, officers and non-employee directors with exercise prices at 100% of the market price on the date of the grant. Outstanding options are exercisable six months after the grant date and have a term of seven years. Nucor did not grant any options during 2006 or during the nine months ended September 29, 2007 and does not expect to grant options to its employees, officers or non-employee directors in future periods. A summary of activity under Nucor’s stock option plans for the nine months ended September 29, 2007 is as follows (in thousands, except year and per share amounts):

   
Shares
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaing
Contractual Life
 
Aggregate
Intrinsic
Value
 
Number of shares under option:
                         
Outstanding at beginning of year
   
2,461
 
$
20.21
             
Exercised
   
(547
)
 
19.28
       
$
24,556
 
Canceled
   
-
   
-
             
Outstanding at September 29, 2007
   
1,914
 
$
20.47
   
3.5 years
 
$
74,656
 
                           
Options exercisable at September 29, 2007
   
1,914
 
$
20.47
   
3.5 years
 
$
74,656
 

As of March 1, 2006 all outstanding options were vested; therefore, no compensation expense related to stock options was recorded in the first nine months of 2007 ($2.5 million in the first nine months of 2006 and none in the third quarter of 2006). The amount of cash received from the exercise of stock options totaled $10.4 million and $0.5 million in the first nine months and third quarter of 2007, respectively.

Restricted Stock Awards - Nucor’s Senior Officers Annual Incentive Plan (the “AIP”) and Long-Term Incentive Plan (the “LTIP”) authorize the award of shares of common stock to officers subject to certain conditions and restrictions. The LTIP provides for the award of shares of restricted common stock at the end of each LTIP performance measurement period at no cost to officers if certain financial performance goals are met during the period. One-third of the LTIP restricted stock award vests upon each of the first three anniversaries of the award date or, if earlier, upon the officer’s attainment of age fifty-five while employed by Nucor. Although participants are entitled to cash dividends and may vote such awarded shares, the sale or transfer of such shares is limited during the restricted period.

10

 
Nucor Corporation Notes to Condensed Consolidated Financial Statements (Unaudited), continued
 
The AIP provides for the payment of annual cash incentive awards. An AIP participant may elect, however, to defer payment of up to one-half of an annual incentive award. In such event, the deferred AIP award is converted into common stock units and credited with a deferral incentive, in the form of additional common stock units, equal to 25% of the number of common stock units attributable to the deferred AIP award. Common stock units attributable to deferred AIP awards are fully vested. Common stock units credited as a deferral incentive vest upon the AIP participant’s attainment of age fifty-five while employed by Nucor. Vested common stock units are paid to AIP participants in the form of shares of common stock following their termination of employment with Nucor.

A summary of Nucor’s restricted stock activity under the AIP and LTIP for the first nine months of 2007 is as follows (shares in thousands):

   
Shares
 
Weighted
Average
Price
 
Restricted stock awards and units:
             
Unvested at beginning of year
   
553
 
$
39.14
 
Granted
   
464
   
64.26
 
Vested
   
(488
)
 
49.24
 
Canceled
   
-
   
-
 
Unvested at September 29, 2007
   
529
 
$
51.87
 
               
Shares reserved for future grants
   
2,267
       
 
Compensation expense for common stock and common stock units awarded under the AIP and LTIP is recorded over the performance measurement and vesting periods based on the anticipated number and market value of shares of common stock and common stock units to be awarded. Compensation expense for anticipated awards based upon Nucor’s financial performance, exclusive of amounts payable in cash, was $13.8 million and $16.0 million in the first nine months of 2007 and 2006, respectively, and was $4.8 million and $4.2 million in the third quarter of 2007 and 2006, respectively. At September 29, 2007, unrecognized compensation expense related to unvested restricted stock was $6.7 million, which is expected to be recognized over a weighted-average period of 1.8 years.

Restricted Stock Units: In June 2006, Nucor granted restricted stock units (“RSU’s”) to key employees, officers and non-employee directors for the first time. The RSU’s typically vest and are converted to common stock in three equal installments on each of the first three anniversaries of the grant date. A portion of the RSU’s awarded to senior officers vest upon the officer’s retirement. Retirement, for purposes of vesting in these units only, means termination of employment with approval of the Compensation and Executive Development Committee after satisfying age and years of service requirements. RSU’s granted to non-employee directors are fully vested on the grant date and are payable to the non-employee director in the form of common stock after the termination of the director’s service on the board of directors.

11


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

RSU’s granted to employees who are eligible for retirement on the date of grant or will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee will become retirement-eligible since the awards vest upon retirement from the Company. Compensation expense for RSU’s granted to employees who are not retirement-eligible is recognized on a straight-line basis over the vesting period. Cash dividend equivalents are paid to participants each quarter. Dividend equivalents paid on units expected to vest are recognized as a reduction in retained earnings.

The fair value of the RSU’s is determined based on the closing stock price of Nucor’s common stock on the day before the grant. A summary of Nucor’s restricted stock unit activity for the first nine months of 2007 is as follows (shares in thousands):
 
   
Shares
 
Weighted
Average
Price
 
Restricted stock awards and units:
             
Unvested at beginning of year
   
597
 
$
52.64
 
Granted
   
637
   
67.54
 
Vested
   
(294
)
 
58.89
 
Canceled
   
(5
)
 
57.38
 
Unvested at September 29, 2007
   
935
 
$
60.79
 
               
Shares reserved for future grants
   
17,682
       
 
Compensation expense for RSU’s was $20.1 million and $11.7 million in the first nine months of 2007 and 2006, respectively, and was $5.7 million and $6.5 million in the third quarter of 2007 and 2006, respectively. As of September 29, 2007, there was $46.1 million of total unrecognized compensation cost related to nonvested RSU’s, which is expected to be recognized over a weighted-average period of 2.0 years.

10. DERIVATIVES: Nucor utilizes forward foreign exchange contracts to hedge cash flows associated with certain assets and liabilities, firm commitments and anticipated transactions. These instruments are measured at their fair value with any foreign exchange gain/loss recorded in the same line as the underlying transactions (cost of products sold or marketing, administrative and other expenses) if they do not meet hedge accounting criteria. Derivatives meeting hedging requirements are also measured at fair value; however, any unrealized gains or losses are recorded as accumulated other comprehensive income until final settlement, at which time the gains/losses are recorded in the same line as the underlying transactions.

In January 2007, the Company entered into forward foreign currency contracts in order to mitigate the risk of currency fluctuation on the fixed purchase price for the acquisition of Harris Steel, which closed in March 2007. These contracts had a notional value of Cdn$600 million and settled in March 2007 resulting in a recognized gain of $5.8 million included in marketing, administrative and other expenses in the first quarter.

11. 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 $20.4 million of accrued environmental costs at September 29, 2007 ($23.0 million at December 31, 2006), $17.1 million was classified in accrued expenses and other current liabilities ($19.7 million at December 31, 2006) and $3.3 million was classified in deferred credits and other liabilities ($3.3 million at December 31, 2006).
 
12


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

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.

12.  EMPLOYEE BENEFIT PLAN: Nucor has a Profit Sharing and Retirement Savings Plan for qualified employees. Nucor’s expense for these benefits was $175.9 million and $213.0 million in the first nine months of 2007 and 2006, respectively, and was $58.9 million and $80.2 million in the third quarter of 2007 and 2006, respectively.
 
13.  INTEREST (INCOME) EXPENSE: The components of net interest (income) expense are as follows (in thousands):

   
Nine Months (39 Weeks) Ended
 
Three Months (13 Weeks) Ended
 
   
Sept. 29, 2007
 
Sept. 30, 2006
 
Sept. 29, 2007
 
Sept. 30, 2006
 
                   
Interest income
 
$
(37,302
)
$
(55,849
)
$
(6,876
)
$
(20,599
)
Interest expense
   
36,695
   
30,096
   
10,452
   
10,166
 
Interest (income) expense, net
 
$
(607
)
$
(25,753
)
$
3,576
 
$
(10,433
)

14.  INCOME TAXES: Nucor adopted the provisions of FIN 48 on January 1, 2007. As a result of the implementation of FIN 48, Nucor recognized a $31.1 million decrease to reserves for uncertain tax positions. At the adoption date, Nucor had approximately $92.4 million of unrecognized tax benefits, of which $90.2 million would affect Nucor’s effective tax rate, if recognized. At September 29, 2007, Nucor had approximately $89.4 million of unrecognized tax benefits. It is expected that the amount of unrecognized tax benefits will change in the next 12 months. However, we do not expect the change to have a significant impact on our results of operations or financial position.

Nucor recognizes interest and penalties accrued related to unrecognized tax benefits as a component of income before taxes, which is consistent with the recognition of these items in prior reporting periods. As of September 29, 2007, Nucor had approximately $33.3 million of accrued interest and penalties related to uncertain tax positions.

The Internal Revenue Service (“IRS”) is currently examining Nucor’s 2005 federal income tax returns. Management believes that the Company has adequately provided for any adjustments that may arise from this audit. Nucor has substantially concluded U.S. federal income tax matters for years through 2004. The 2006 tax year is open to examination by the IRS. The tax years 2003 through 2006 remain open to examination by other major taxing jurisdictions to which Nucor is subject.

15.  COMPREHENSIVE INCOME: Total comprehensive income is composed primarily of net earnings, net unrealized gains and losses on cash flow hedges and foreign currency translation adjustments. Total comprehensive income was $1.24 billion and $1.31 billion in the first nine months of 2007 and 2006, respectively ($473.9 million and $503.5 million in the third quarter of 2007 and 2006, respectively).

16.
SEGMENTS: Nucor reports its results in the following 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, fabricated concrete reinforcing steel, cold finished steel, steel fasteners, metal building systems, light gauge steel framing, steel grating and expanded metal, and wire and wire mesh. 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.

13


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

Interest expense, minority interests, other income, profit sharing expense and changes in the LIFO reserve and environmental accruals are shown under Corporate/eliminations/other. Net sales to external customers of Novosteel S.A., a steel trading business of which Nucor owns 75%, are also included in Corporate/eliminations/other. Corporate assets primarily include cash and cash-equivalents, short-term investments, deferred income tax assets and investments in affiliates.

   
Nine Months (39 Weeks) Ended
 
Three Months (13 Weeks) Ended
 
   
Sept. 29, 2007
 
Sept. 30, 2006 
As Adjusted
 
Sept. 29, 2007
 
Sept. 30, 2006 
As Adjusted
 
Net sales to external customers:
                 
Steel mills
 
$
9,953,526
 
$
10,006,937
 
$
3,344,116
 
$
3,469,443
 
Steel products
   
2,086,286
   
1,275,743
   
853,495
   
461,790
 
Corporate/eliminations/other
   
156,404
   
-
   
61,610
   
-
 
   
$
12,196,216
 
$
11,282,680
 
$
4,259,221
 
$
3,931,233
 
                           
Intercompany sales:
                         
Steel mills
 
$
922,343
 
$
781,303
 
$
346,577
 
$
272,833
 
Steel products
   
251,336
   
16,358
   
97,380
   
5,664
 
Corporate/eliminations/other
   
(1,173,679
)
 
(797,661
)
 
(443,957
)
 
(278,497
)
 
  $     
$
-
 
$
-
 
$
-
 
                           
Earnings before income taxes:
                         
Steel mills
 
$
2,147,304
 
$
2,477,264
 
$
744,510
 
$
911,838
 
Steel products
   
207,599
   
142,473
   
86,872
   
53,003
 
Corporate/eliminations/other
   
(648,101
)
 
(537,886
)
 
(246,961
)
 
(163,081
)
   
$
1,706,802
 
$
2,081,851
 
$
584,421
 
$
801,760
 


   
Sept. 29, 2007
 
Dec. 31, 2006
As Adjusted
 
Segment assets:
         
Steel mills
 
$
4,973,939
 
$
4,717,734
 
Steel products
   
2,878,904
   
751,858
 
Corporate/eliminations/other
   
447,400
   
2,423,426
 
   
$
8,300,243
 
$
7,893,018
 

Geographic information is as follows (in thousands):
 
 
 
Sept. 29, 2007
 
Dec. 31, 2006
 
Property, plant and equipment, net
         
United States
 
$
2,753,158
 
$
2,624,231
 
Other
   
348,823
   
232,184
 
   
$
3,101,981
 
$
2,856,415
 

14


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

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

   
Nine Months (39 Weeks) Ended
 
Three Months (13 Weeks) Ended
 
 
 
Sept. 29, 2007
 
Sept. 30, 2006
 
Sept. 29, 2007
 
Sept. 30, 2006
 
Basic net earnings per share:
                 
Basic net earnings
 
$
1,107,101
 
$
1,351,678
 
$
381,222
 
$
521,636
 
                           
Average shares outstanding
   
298,468
   
308,569
   
293,096
   
304,835
 
                           
Basic net earnings per share
 
$
3.71
 
$
4.38
 
$
1.30
 
$
1.71
 
                           
Diluted net earnings per share:
                         
Diluted net earnings
 
$
1,107,101
 
$
1,351,678
 
$
381,222
 
$
521,636
 
                           
Diluted average shares outstanding:
                         
Basic shares outstanding
   
298,468
   
308,569
   
293,096
   
304,835
 
Dilutive effect of stock options and other
   
2,132
   
2,851
   
1,923
   
2,718
 
     
300,600
   
311,420
   
295,019
   
307,553
 
 
                         
Diluted net earnings per share
 
$
3.68
 
$
4.34
 
$
1.29
 
$
1.70
 

15


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 prevailing steel prices and the changes in the supply and cost of raw materials, including 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 and fluctuations in international conversion rates; (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 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, 2006.

Overview

Nucor and affiliates are manufacturers of steel products, with operating facilities primarily in the U.S. and Canada. Products produced include: carbon and alloy steel - in bars, beams, sheet and plate; steel joists and joist girders; steel deck; fabricated concrete reinforcing steel; cold finished steel; steel fasteners; metal building systems; light gauge steel framing; steel grating and expanded metal; and wire and wire mesh. Nucor is the nation's largest recycler.

In March 2007, a wholly owned subsidiary of Nucor acquired all the issued and outstanding shares of Harris Steel Group Inc. ("Harris Steel") for a cash purchase price of approximately $1.06 billion and $68.4 million of assumed short-term debt. Harris Steel has several business units: Harris Rebar, which is involved in the fabrication and placing of concrete reinforcing steel and the design and installation of concrete post-tensioning systems; Laurel Steel, which is a manufacturer and distributor of wire and wire products, welded wire mesh and cold finished bar; and Fisher & Ludlow, which is a manufacturer and distributor of heavy industrial steel grating, aluminum grating and expanded metal. These operations serve customers throughout Canada and the United States. Harris Steel also participates in steel trading on a worldwide basis through Novosteel (owned 75% by Harris Steel), and distributes reinforcing steel and related products to customers in the United States through Harris Supply Solutions. Harris Steel employs approximately 3,000 people throughout its organization. The results of Harris Steel are included in the Company’s results of operations as of the date of acquisition.

During the second and third quarters of 2007, Nucor acquired four downstream companies for a combined cash purchase price of approximately $350.6 million: Magnatrax Corporation, LMP Steel & Wire, South Pacific Steel Corp. and Consolidated Rebar, Inc. These acquisitions enhance Nucor’s product diversification and are part of the execution of Nucor’s strategy for profitable downstream growth.
Operations

Net sales for the first nine months of 2007 increased 8% to $12.20 billion, compared with $11.28 billion in last year’s first nine months. Average sales price per ton increased 8% from $662 in the first nine months of 2006 to $716 in the first nine months of 2007, while total tons shipped to outside customers remained flat compared to the first nine months of 2006. Net sales for the third quarter of 2007 increased 8% to $4.26 billion, compared with $3.93 billion in the third quarter of 2006. The increase was due to a 5% increase in average sales price per ton from $702 in the third quarter of 2006 to $738 in the third quarter of 2007, accompanied by a 3% increase in total tons shipped to outside customers. Average sales price per ton decreased 1% from the second quarter of 2007 to the third quarter of 2007, while total tons shipped to outside customers increased 3%.

16


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

Steel production was 16,503,000 tons in the first nine months of 2007, compared with 17,318,000 tons produced in the first nine months of 2006, a decrease of 5%. Total steel shipments decreased 4% to 16,663,000 tons in the first nine months of 2007, compared with 17,286,000 tons in last year’s first nine months. Steel sales to outside customers decreased 5% to 15,157,000 tons in the first nine months of 2007, compared with 15,936,000 tons in last year’s first nine months. In the steel products segment, steel joist production during the first nine months was 409,000 tons, compared with 433,000 tons in the first nine months of 2006, a decrease of 6%. Steel deck sales increased to 355,000 tons in the first nine months of 2007, compared with 284,000 tons in last year's first nine months. Cold finished steel sales increased 23% to 322,000 tons in the first nine months of 2007 compared with 261,000 tons in the first nine months of 2006. With the acquisition of Harris Steel at the end of the first quarter, sales of fabricated concrete reinforcing steel were 385,000 tons in the first nine months of 2007. The average estimated utilization rates of all operating facilities in the steel mills and steel products segments were approximately 87% and 78%, respectively, in the first nine months of 2007, compared with 92% and 80%, respectively, in the first nine months of 2006.

The major component of cost of products sold is raw material costs. The average price of raw materials increased approximately 11% from the first nine months of 2006 to the first nine months of 2007, and increased approximately 9% from the third quarter of 2006 to the third quarter of 2007.

In the steel mills segment, the average prices of raw materials used increased approximately 12% from the first nine months of 2006, and increased approximately 10% from the third quarter of 2006. The average scrap and scrap substitute cost per ton used in our steel mills segment was $275 in the first nine months of 2007, an increase of 11% from $247 in the first nine months of 2006, and was $277 in the third quarter of 2007, an increase of 8% from $257 in the third quarter of 2006. Nucor incurred a charge to value inventories using the last-in, first-out (LIFO) method of accounting of $102.0 million in the first nine months of 2007, compared with a charge of $45.0 million in the first nine months of 2006. In the third quarter of 2007, the LIFO charge was $11.0 million, compared with a charge of $20.5 million in last year’s third quarter. 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.

In the steel products segment, the average price of raw materials used increased approximately 6% from the first nine months of 2006 to the first nine months of 2007, and increased approximately 8% from the third quarter of 2006 to the third quarter of 2007.

Total energy costs increased approximately $1 per ton from the first nine months of 2006 to the first nine months of 2007 and increased approximately $1 per ton from the third quarter of 2006 to the third quarter of 2007.

Pre-operating and start-up costs increased to $39.1 million in the first nine months of 2007, compared with $30.0 million in the first nine months of 2006. Pre-operating and start-up costs of new facilities were $14.1 million in the third quarter of 2007, compared with $14.9 million in the third quarter of 2006. In 2007, these costs primarily related to the HIsmelt project in Kwinana, Western Australia, the start-up of the SBQ mill in Memphis, Tennessee, and the building systems facility in Utah. In 2006, these costs primarily related to the HIsmelt project and the refurbishment of our direct reduced iron facility in Trinidad.

Gross margins were approximately 19% for the first nine months and third quarter of 2007, respectively, compared with approximately 24% and 26% for the first nine months and the third quarter of  2006, respectively. In addition to the factors discussed above, gross margins decreased due to a change in product mix.

17


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

The major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs increased approximately 1% from the first nine months of 2006 to the first nine months of 2007 and approximately 4% from the third quarter of 2006 to the third quarter of 2007, primarily due to higher fuel costs. Profit sharing costs, which are based upon and generally fluctuate with pre-tax earnings, decreased approximately 24% in the first nine months of 2007 compared with the first nine months of 2006, and decreased approximately 30% from the third quarter of 2006 to the third quarter of 2007. Profit sharing costs also fluctuate based on Nucor’s achievement of certain financial performance goals, including comparisons of Nucor’s financial performance to peers in the steel industry and to other high performing companies.

Net interest income decreased from $25.8 million in the first nine months of 2006 to $0.6 million in the first nine months of 2007. Average investments decreased 43% primarily due to the cash payment of $1.4 billion for acquisitions and $754.0 million for repurchases of common stock. This decrease was partially offset by an increase in the average interest rate earned on investments. An increase in the average interest rate on debt and the addition of short-term debt assumed with the acquisition of Harris Steel also contributed to the decrease in net interest income.

In the third quarter of 2007, Nucor had net interest expense of $3.6 million compared with net interest income of $10.4 million in the third quarter of the prior year, primarily due to a 71% decrease in average investments.

Minority interests represent the income attributable to the minority owners of Nucor-Yamato Steel Company (“NYS”) and Novosteel S.A., of which Nucor owns 51% and 75%, respectively. Nucor obtained the investment in Novosteel in March 2007 with the acquisition of Harris Steel. Under the NYS limited partnership agreement, the minimum amount of cash to be distributed each year to the partners is the amount needed by each partner to pay applicable U.S. federal and state income taxes.
In the first nine months of 2007 and 2006, 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 limited partnership.

Nucor had an effective tax rate of 35.1% in the first nine months of 2007 and in the first nine months of 2006. Nucor had an effective tax rate of 34.8% in the third quarter of 2007, compared with 34.9% in the third quarter of 2006. The Internal Revenue Service is currently examining Nucor’s 2005 federal income tax returns. Management believes that the Company has adequately provided for any adjustments that may arise from this audit.

Net earnings and earnings per share in the first nine months of 2007 decreased 18% and 15%, respectively, to $1.11 billion and $3.68 per diluted share, compared with $1.35 billion and $4.34 per diluted share in the first nine months of 2006. Net earnings and earnings per share in the third quarter of 2007 decreased 27% and 24%, respectively, to $381.2 million and $1.29 per diluted share, compared with $521.6 million and $1.70 per diluted share in the third quarter 2006. The effect of decreased earnings on earnings per share was partially offset by the repurchase of 22.0 million shares of Nucor’s common stock since the second quarter of 2006.

Net earnings as a percentage of net sales were 9% and 12%, respectively, in the first nine months of 2007 and 2006, and were 9% and 13%, respectively, in the third quarter of 2007 and 2006. Return on average stockholders’ equity was approximately 30.5% and 40.3% in the first nine months of 2007 and 2006, respectively.

18


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

We expect continued strength in bar, beam, plate and many of our downstream businesses. Market conditions for sheet are slowly improving with more balance between customer inventories and
demand. We are also finally seeing a significant drop in imports, which has helped bring these inventories back into balance. Fourth quarter shipments will be impacted by the usual seasonal and
holiday factors, including scheduled shut-downs at many of our facilities for regular maintenance. The biggest risks to our outlook for the fourth quarter and 2008 remain any further weakening in the economy and any significant reversal of the recent decreases in import levels.

Liquidity and capital resources

The current ratio was 2.3 at the end of the first nine months of 2007 and 3.3 at year-end 2006. The percentage of long-term debt to total capital was 15% at the end of the first nine months of 2007 and at year-end 2006.

Capital expenditures, excluding acquisitions, increased approximately 38% in the first nine months of 2007 compared with the first nine months of 2006. Capital expenditures, excluding acquisitions, are projected to be approximately $600 million for all of 2007.

In September 2007, Nucor’s board of directors declared a supplemental dividend of $0.50 per share in addition to the $0.11 per share base dividend. The total dividend of $0.61 per share is payable on November 9, 2007 to stockholders of record on September 28, 2007.
 
Nucor repurchased approximately 14.1 million shares of its common stock at a cost of approximately $754.0 million during the first nine months of 2007, and repurchased approximately 11.6 million shares at a cost of about $599.8 million during the third quarter of 2007. Nucor repurchased approximately 10.1 million shares at a cost of about $515.0 million during the first nine months of 2006, and repurchased approximately 6.3 million shares at a cost of about $318.3 million during the third quarter of 2006. In September 2007, the board of directors approved the repurchase of up to an additional 30 million shares of common stock, all of which remain available for repurchase.

In the first quarter of 2007, Nucor sold its interest in Ferro Gusa Carajás S. A. (“FGC”), a pig iron joint
venture in northern Brazil, to its partner, Companhia Vale do Rio Doce (“CVRD”). Nucor has entered into an off-take agreement with CVRD for the production of this facility.

Nucor funded the $1.06 billion cash portion of the purchase price of Harris Steel paid in March 2007 from its cash and cash equivalents and liquidation of short-term investments. Nucor also paid for the acquisition of Magnatrax and other companies during the year with existing funds. 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 believes it has the financial ability to borrow significant additional funds to finance major acquisitions and still maintain its financial strength.

19


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 believes that Nucor’s exposure to interest rate market risk has not significantly changed since December 31, 2006.

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. Since the first quarter of 2004, Nucor has used a raw material surcharge to pass through the increased 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 September 29, 2007, accumulated other comprehensive income (loss) includes $2.7 million in unrealized net-of-tax losses 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 $33.0 million and $82.5 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.

Foreign Currency Risk – Prior to the acquisition of Harris Steel, Nucor was principally a domestic manufacturer of steel and steel products with customers located primarily in the U.S.  Nucor was exposed to currency fluctuations, however, due to its joint ventures in Brazil and Australia and the direct reduced iron facility in Trinidad.  When the Company entered into the agreement to acquire Harris Steel in January 2007, Nucor became exposed to Canadian currency fluctuations and hedged a portion of the exposure associated with the closing of the transaction in March 2007.  Nucor has not hedged any other foreign currency exposure. The Company continues to be exposed to foreign currency risk through its operations in Canada.

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. During the quarter ended March 31, 2007, Nucor acquired Harris Steel. Nucor is in the process of incorporating these operations as part of our internal controls. Nucor has extended its Section 404 compliance program under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations under such Act to include Harris Steel. Nucor will report on its assessment of its combined operations within the time period provided by the Act and the applicable SEC rules and regulations concerning business combinations.

Changes in Internal Control Over Financial Reporting – There were no changes in our internal control over financial reporting during the quarter ended September 29, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes in Nucor’s risk factors from those included in Nucor’s annual report on Form 10-K.

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 September 29, 2007 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)
 
 
                 
July 1, 2007 - July 28, 2007
   
1,498
 
$
61.22
   
1,498
   
10,120
 
July 29, 2007 - August 25, 2007
   
10,120
   
50.21
   
10,120
   
-
 
August 26, 2007 - September 29, 2007
   
-
   
-
   
-
   
30,000
 
                           
For the Quarter Ended September 29, 2007
   
11,618
 
$
51.63
   
11,618
   
30,000
 

 
(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 5.0 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 September 30, 2004. At that time, the number of remaining shares authorized for repurchase increased from 4.2 million shares to 8.5 million shares. On April 21, 2005, the Company publicly announced the reactivation of this stock repurchase program. On December 6, 2005, the board of directors authorized the repurchase of up to an additional 10.0 million shares of the Company’s common stock once the current repurchase authorization is completed. On May 11, 2006, the board of directors resolved that the number of shares of common stock authorized for repurchase would increase 100% as a result of a 2-for-1 stock split on the record date of May 19, 2006. At that time, the number of remaining shares authorized for repurchase increased from 12.5 million shares to 24.9 million shares. On September 6, 2007, the board of directors approved the repurchase of up to an additional 30 million shares of common stock.

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Item 6. Exhibits

Exhibit No.
 
Description of Exhibit
     
10
 
Employment Agreement of Ladd R. Hall (1)
     
10.1
 
Employment Agreement of R. Joseph Stratman (1)
     
10.2
 
2005 Stock Option and Award Plan, Amendment No. 1 (1)
     
10.3
 
Senior Officers Annual Incentive Plan, Amendment No. 1 (1)
     
10.4
 
Senior Officers Long-Term Incentive Plan, Amendment No. 2 (1)
     
10.5
 
Severance Plan for Senior Officers and General Managers (1)
     
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
 

(1) Indicates a management contract or compensatory plan or arrangement.

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: November 6, 2007

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NUCOR CORPORATION
List of Exhibits to Form 10-Q – September 29, 2007

Exhibit No.
 
Description of Exhibit
     
10
 
Employment Agreement of Ladd R. Hall (1)
     
10.1
 
Employment Agreement of R. Joseph Stratman (1)
     
10.2
 
2005 Stock Option and Award Plan, Amendment No. 1 (1)
     
10.3
 
Senior Officers Annual Incentive Plan, Amendment No. 1 (1)
     
10.4
 
Senior Officers Long-Term Incentive Plan, Amendment No. 2 (1)
     
10.5
 
Severance Plan for Senior Officers and General Managers (1)
     
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
 
23


 
Exhibit 10
EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between Nucor Corporation, a Delaware corporation, on behalf of itself and its affiliates (collectively “Nucor”), and LADD R. HALL (“Executive”).

WHEREAS, Executive has heretofore been employed as an at-will employee of Nucor without the benefit of a written employment agreement; and

WHEREAS, Nucor has offered Executive a promotion to the position of Executive Vice President effective September 30, 2007, and Executive has accepted the promotion; and

WHEREAS, Nucor’s promotion of Executive entitles Executive to receive substantial compensation and benefits that Executive did not have prior to his promotion; and

WHEREAS, Executive agrees and acknowledges that in his new position he will acquire greater access to and knowledge of Nucor’s trade secrets and confidential information which Executive did not have prior to his promotion, and

WHEREAS, Nucor agrees to continue to employ Executive as an at-will employee in consideration for Executive’s agreement to the various restrictions set forth herein; and

NOW, THEREFORE, in consideration for the promises and mutual agreements contained herein, the parties agree as follows:

1. Employment. Nucor agrees to employ Executive in the position of Executive Vice President, and Executive agrees to accept continued employment in this position, subject to the terms and conditions set forth in this Agreement, including the confidentiality and non-competition provisions which Executive acknowledges were discussed in detail prior to and made an express condition of his promotion to Executive Vice President.

2. Compensation and Benefits During Employment. Nucor will provide the following compensation and benefits to Executive:

(a) Nucor will pay Executive a base salary of $350,600 per year, paid not less frequently than monthly in accordance with Nucor’s normal payroll practices, subject to withholding by Nucor and other deductions as required by law. Executive’s base salary is subject to adjustment up or down by Nucor’s Board of Directors at its sole discretion and without notice to Executive.

(b) Executive will be eligible for bonuses based on the senior officer annual and long term incentive compensation plans, as modified from time to time by, and in the sole discretion of, the Board of Directors of Nucor.

(c) Executive will be eligible for those employee benefits that are generally made available by Nucor to its employees.
 

 
(d) Executive shall be eligible to participate in the senior officer equity incentive compensation plans, as modified from time to time by, and in the sole discretion of, the Board of Directors.

3. Compensation Following Termination.

(a) From the date of Executive’s termination, whether by Executive or Nucor for any or no reason, Nucor will pay Executive a monthly amount for twenty-four (24) months following Executive’s termination. The monthly amount will be computed using the following formula: the amount of Executive’s highest base salary level during the prior twelve (12) months multiplied by 3.36 and the product divided by twelve (12). The payments shall be made at the end of each month following Executive’s termination on Nucor’s regular monthly payroll date.

(b) In exchange for Nucor’s promises in this Section 3 and other good and valuable consideration, Executive agrees to strictly abide by the terms of Sections 8 through 13 of this Agreement. If Executive fails to strictly abide by the terms of Sections 8 through 13 of this Agreement, Nucor may, at its option, do any or all of the following: (i) pursue any legal remedies available to it (including but not limited to injunctive relief, damages, and specific performance), and (ii) declare the monthly payments forfeited with respect to any month during which Executive is in breach of this Agreement. Nucor may declare the monthly payments forfeited if Executive is in breach of this Agreement for any portion of the month at issue, and Executive will not be entitled to a payment for that month.

(c) If Executive is employed by Nucor at the time of Executive’s death, Nucor’s obligations to make any monthly payments under this Agreement will automatically terminate and Executive’s estate and executors will have no rights to payments under this Agreement. If Executive dies during the first twelve months following Executive’s termination from employment with Nucor, then Nucor will pay Executive’s estate the monthly payments due under this Section through the end of the twelfth (12th) month following Executive’s termination. If Executive dies twelve or more months after termination of Executive’s employment with Nucor, then Nucor’s obligations to make monthly payments under this Section will automatically terminate without the necessity of Nucor providing written notice.

4. Duties and Responsibilities; Best Efforts. While employed by Nucor, Executive shall perform such duties for and on behalf of Nucor as may be determined and assigned to Executive from time to time by members of Nucor’s Board of Directors. Executive shall devote his full time and best efforts to the business and affairs of Nucor. During the term of Executive’s employment with Nucor, Executive will not undertake other paid employment or engage in any other business activity without prior written consent of Nucor.
 
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5. Employment at Will. The parties acknowledge and agree that this Agreement does not create employment for a definite term and that Executive’s employment with Nucor is terminable by Nucor or Executive at any time, with or without cause and with or without notice, unless otherwise expressly set forth in a separate written agreement executed by Executive and Nucor after the date of this Agreement.

6. Change in Executive’s Position. In the event that Nucor transfers, demotes, promotes, or otherwise changes Executive’s compensation or position with Nucor, the restrictions and post-termination obligations of this Agreement shall remain in full force and effect on both parties.

7. Recognition of Nucor’s Legitimate Interests. Executive understands and acknowledges that Nucor and its affiliates compete in North America in the research, manufacture, marketing, sale and distribution of steel and steel products, including but not limited to flat-rolled steel, steel shapes, structural steel, light gauge steel framing, steel plate, steel joists and girders, steel deck, steel fasteners, metal building systems, fabricated concrete reinforcing steel, cold finished steel, steel grating, wire and wire mesh. As part of Executive’s employment with Nucor, Executive acknowledges he will have access to and gain knowledge of significant secret, confidential and proprietary information of the full range of operations of Nucor, its subsidiaries and affiliates. In addition, Executive will have access to training opportunities, contact with customers and prospective customers of Nucor, it subsidiaries and affiliates, in which capacity he is expected to develop good relationships with such customers, and will gain intimate knowledge regarding the products and services of Nucor, its subsidiaries and affiliates. Executive recognizes and agrees that Nucor and its subsidiaries and affiliates have spent and will continue to spend substantial effort, time and money in developing relationships with their customers, that many customers are long term customers of Nucor, and that all customers and accounts that Executive may deal with during his employment with Nucor, including any customers and accounts acquired for Nucor by Executive, are the customers and accounts of Nucor. Executive acknowledges that Nucor’s competitors would obtain an unfair advantage if Executive disclosed Nucor’s Secret Information or Confidential Information as defined in Sections 8 and 9 to a competitor, used it on a competitor’s behalf, or if he were able to exploit the relationships he develops as an employee of Nucor to solicit business on behalf of a competitor.

8. Covenant Regarding Nucor’s Secret Information. Executive recognizes and agrees that he will have continued access to certain sensitive and confidential information of Nucor, its subsidiaries and affiliates (a) that is not generally known in the steel business, which would be difficult for others to acquire or duplicate without improper means, (b) that Nucor strives to keep secret, and (c) from which Nucor derives substantial commercial benefit because of the fact that it is not generally known (the “Secret Information”). As used in this Agreement, Nucor’s Secret Information includes, without limitation: (i) Nucor’s process of developing and producing raw material, and designing and manufacturing steel and iron products; (ii) Nucor’s process for treating, processing or fabricating steel and iron products; (iii) Nucor’s non-public financial data, strategic business plans, competitor analysis, sales and marketing data, and proprietary margin, pricing, and cost data; and (iv) any other information or data which meets the definition of “trade secrets” under applicable law. Executive agrees that unless he is expressly authorized by Nucor in writing, Executive will not use or disclose or allow to be used or disclosed Nucor’s Secret Information. This covenant shall survive until the Secret Information is generally known in the industry through no act or omission of the Executive or until Nucor knowingly authorizes the disclosure of or discloses the Secret Information, without any limitations on use or confidentiality. Executive acknowledges that he did not have knowledge of Nucor’s Secret Information prior to his employment with Nucor and that the Secret Information does not include Executive’s general skills and know-how.
 
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9. Agreement to Maintain Confidentiality..

(a) As used in this Agreement, “Confidential Information” shall include, without limitation, financial and budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing or other computer programs; research and development projects; marketing information and strategies; customer lists; vendor lists; information about customer preferences and buying patterns; information about prospective customers, vendors, or business opportunities; information about Nucor’s costs and the pricing structure used in sales to customers; information about Nucor’s overall corporate business strategy; and technological innovations used in Nucor’s business, to the extent that such information does not fall within the definition of Secret Information. For purposes of this Agreement, information shall not be deemed to be Confidential Information to the extent that the information (i) is in the public domain, or hereafter becomes generally known or available through no action or omission on the part of Executive; (ii) is furnished by Nucor to any person other than a subsidiary or affiliate of Nucor, without restriction on disclosure; (iii) becomes known to the Executive from a source other than Nucor, its subsidiaries or affiliates, without a breach of this Agreement or any other agreement with Nucor and without any restriction on disclosure; or (iv) is the general knowledge or skill of the Executive acquired prior to his employment with Nucor.

(b) Except as otherwise provided in this Agreement, during Executive’s employment with Nucor and at all times after the termination of Executive’s employment, Executive covenants and agrees to treat as confidential and not to negligently or intentionally disclose, and to use only for the advancement of the interests of Nucor, all Confidential Information submitted to Executive or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Executive from time to time while employed by Nucor. Executive will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Executive’s own benefit or for the benefit of any person, entity, firm or company other than Nucor. This restriction will apply throughout the world; provided, however, that if the restrictions of this Paragraph when applied to any specific piece of Confidential Information would prevent the Executive from using his general knowledge or skills in competition with Nucor or would otherwise substantially restrict the Executive’s ability to fairly compete with Nucor, then as to that piece of Confidential Information only, the scope of this restriction will apply only for the time and only within the Restricted Territory set forth in Section 10 of this Agreement.
 
4

 
(c) Executive specifically acknowledges that the Confidential Information, whether reduced to writing or maintained in the mind or memory of Executive, and whether compiled or created by Executive, Nucor, or any of its affiliates or customers, derives independent economic value from not being readily known to or ascertainable by proper means by others who could obtain economic value from the disclosure or use of the Confidential Information. Executive also acknowledges that reasonable efforts have been put forth by Nucor to maintain the secrecy of the Confidential Information, that the Confidential Information is and will remain the sole property of Nucor or any of its affiliates or customers, as the case may be, and that any retention and/or use of Confidential Information during or after the termination of Executive’s employment with Nucor (except in the regular course of performing his duties hereunder) will constitute a misappropriation of the Confidential Information belonging to Nucor.

10. Noncompetition.

(a) Executive hereby agrees that for the duration of Executive’s employment with Nucor, and for a period of twenty-four (24) months thereafter, Executive will NOT, within the Restricted Territory, do any of the following:

(i) Engage directly or indirectly (either as an owner, employee, consultant, or in any similar capacity) in the research, development, manufacture, marketing, sale, or distribution of steel or steel products which are the same as or similar to those in development, manufactured, and/or sold by Nucor on the date of Executive’s termination; or

(ii) Engage in work, other than during his employment with and as authorized by Nucor, that would inherently call on him in the fulfillment of his duties and responsibilities to reveal, or otherwise use the Confidential Information or Secret Information of Nucor.

(b) As used in this provision, “Restricted Territory” As used in this Agreement, the term “Restricted Territory” means the geographic area for which Executive is responsible and includes, but is not limited to, the following:
 
(i) All countries in which Nucor sells its steel and steel products (as defined in Section 6) or in which Nucor plans within twenty-four (24) months of Executive’s termination of employment to sell such products but if such area is deemed overbroad by a court of law, then;

(ii) North America, but if such area is deemed overbroad by a court of law, then;

(iii) The United States, Canada, Mexico, but if such area is deemed overbroad by a court of law, then;
 
5

 
(iv) The contiguous United States, but if such area is deemed overbroad by a court of law, then;

(v) The states in the United States in which Nucor sells its steel and steel products (as defined in Section 6), but if such area is deemed overbroad by a court of law, then;

(vi) Any state in the United States located within a six hundred mile radius of a Nucor plant or facility, but if such area is deemed overbroad by a court of law, then;

(vii) Any country in which Nucor has a plant or facility, but if such area is deemed overbroad by a court of law, then;

(viii) The states in the United States in which Nucor has a plant or facility, but if such area is deemed overbroad by a court of law, then;

(ix) Any state in the United States located within a six hundred mile radius of the locations in which the Customers and Prospective Customers (as defined in subsections 10(e)(i) and (ii) below) are located, but if such area is deemed overbroad by a court of law, then;

(x) Any state in the United States where a Customer or Prospective Customer is located with whom the Executive had contact or for whom Executive had responsibility for during the six month period immediately preceding the Executive’s separation of employment from Nucor.

(c) Executive specifically agrees that the post-termination restrictions in this Section will apply to Executive regardless of whether termination of employment is initiated by Nucor or Executive and regardless of the reason for termination of Executive’s employment. Further, Executive acknowledges and agrees that Nucor’ s payment of the compensation described in Section 3 is intended to compensate Executive for the limitations on Executive’s competitive activities described in this Section 10 for the two-year period following Executive’s employment with Nucor regardless of the reason for termination. Thus, for example, in the event that Nucor terminates Executive’s employment without cause, Executive expressly agrees that the restrictions in this Section 10 will apply to Executive notwithstanding the reasons or motivations of Nucor in terminating Executive’s employment.

11. Nonsolicitation. Executive hereby agrees for the period of twenty-four (24) months after termination of his employment, Executive will not, directly or indirectly, within the Restricted Territory, do any of the following:

(a) Solicit, contact, or attempt to influence any Customer to limit, curtail, cancel, or terminate any business it transacts with, or products it receives from Nucor, its subsidiaries or affiliates;
 
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(b) Solicit, contact, or attempt to influence any Prospective Customer to terminate any business negotiations it is having with Nucor, its subsidiaries or affiliates, or to otherwise not do business with Nucor, its subsidiaries or affiliates;

(c) Solicit, contact, or attempt to influence any Customer to purchase products or services from an entity other than Nucor, its subsidiaries or affiliates, which are the same or substantially similar to those offered to the Customer by Nucor, its subsidiaries or affiliates; or

(d) Solicit, contact, or attempt to influence any Prospective Customer to purchase products or services from an entity other than Nucor, its subsidiaries or affiliates, which are the same or substantially similar to those offered to the Prospective Customer by Nucor, its subsidiaries or affiliates.

(e) For purposes of Section 10 of this Agreement and this Section 11, and understanding that Executive has had and will have substantial contact with customers of Nucor, its affiliates and subsidiaries, during his employment with Nucor, its affiliates and subsidiaries, the following definitions shall apply:

(i) The term “Customer” shall mean any and all customers of Nucor, its subsidiaries and affiliates, with whom Nucor, its subsidiaries and affiliates, is doing business at the time of or within the two (2) years preceding Executive’s separation from Nucor’s employ.
 
(ii) If the definition in subsection (e)(i) is found to be unreasonable with respect to any restriction in this Agreement to which the definition of Customer applies, then with regard to that restriction, the term “Customer” shall mean:
 
(A) Any customer of Nucor with whom Executive had significant contact or with whom Executive directly dealt on behalf of Nucor during the six (6) month period preceding Executive’s termination; or

(B) Any customer of Nucor with whom the direct reports of Executive had significant contact or with whom the direct reports of Executive dealt during the six (6) month period preceding Executive’s termination; or

(C) Any customer of Nucor, its subsidiaries or affiliates, about whom the Executive has obtained Secret Information or Confidential Information by virtue of his employment with Nucor;

Provided, however, that the term “Customer” shall not include any business or entity that no longer does business with Nucor without any direct or indirect interference by Executive or violation of this Agreement by Executive, and that ceased doing business with Nucor prior to any direct or indirect communication or contact by Executive.
 
7

 
(iii) The term “Prospective Customer” shall mean any person or entity who has not yet purchased the products or services of Nucor, but who has been targeted or identified by Nucor as a potential user of the products or services of Nucor, and whom Executive or his direct reports participated in the solicitation of or on behalf of Nucor during the six (6) months preceding his termination.

(iv) The term “Nucor” shall mean Nucor Corporation and its subsidiaries and affiliates in existence or planned during the course of Executive’s employment.

(v) The term “solicit” shall have the following meaning: to initiate contact for the purpose of promoting, marketing, or selling products or services similar to those Nucor offered during the tenure of Executive’s employment with Nucor or to accept business from Nucor’s Customers or Prospective Customers.

12. Assignment of Intellectual Property Rights.

(a) Executive hereby assigns to Nucor Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), and any other work of authorship (collectively the “Developments”), made or conceived during Executive’s employment by Nucor solely or jointly by Executive, or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf.

(b) The assignment requirement in subsection (a) of this Section 12 shall not apply to an invention that Executive developed entirely on his own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor.

(c) In connection with any of the Developments assigned in subsection (a) above: (i) Executive will promptly disclose them to Nucor’s management; and (ii) Executive will, on Nucor's request, promptly execute a specific assignment of title to Nucor or its designee, and do anything else reasonably necessary to enable Nucor or its designee to secure a patent, copyright, or other form of protection therefore in the United States and in any other applicable country.

(d) Nothing in this Section 12 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.
 
8

 
13. Antipiracy. Executive agrees for a period of twenty-four (24) months after termination of his employment, Executive will not, directly or indirectly, encourage, contact, or attempt to induce any employees of Nucor, its subsidiaries or affiliates (a) with whom Executive had direct contact during the last twelve (12) months of Executive’s employment with Nucor, and (b) who are employed by Nucor, its subsidiaries or affiliates at the time of the encouragement, contact or attempted inducement, to end their employment relationship with Nucor, its subsidiaries or affiliates.

14. Severability. It is the intention of the parties to restrict the activities of Executive only to the extent reasonably necessary for the protection of Nucor’s legitimate interests. The parties specifically covenant and agree that should any of the provisions in this Agreement be deemed by a court of competent jurisdiction too broad for the protection of Nucor’s legitimate interests, the parties authorize the court to narrow, limit or modify the restrictions herein to the extent reasonably necessary to accomplish such purpose. In the event such limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force and effect.

15. Enforcement. Executive understands and agrees that any breach or threatened breach by Executive of the provisions of Sections 8 through 13 of this Agreement shall be considered a material breach of this Agreement, and in the event of such a breach or threatened breath of this Agreement, Nucor shall be entitled to pursue any and all of its remedies under law or in equity arising out of such breach. If Nucor pursues either a temporary restraining order or temporary injunctive relief, then Executive waives any requirement that Nucor post a bond. Executive further agrees that in the event of his breach of any of the provisions of Sections 7 through 12 of this Agreement, unless otherwise prohibited by law:

(a) Nucor shall be (i) released from any obligation to make any further payments to Executive (or his estate) under Section 3, (ii) entitled to cancel any unexercised stock options granted under the Company’s equity incentive plan from and after the date of this Agreement (the “Post-Agreement Date Option Grants”), and (iii) entitled to seek other appropriate relief, including, without limitation, repayment by the Executive of the amounts already paid under Section 3 of this Agreement; and

(b) Executive shall (i) forfeit any unexercised Post-Agreement Date Option Grants and (ii) forfeit and immediately return upon demand by Nucor any profit realized by Executive from the exercise of any Post-Agreement Date Option Grants during the six (6) month period preceding Executive’s breach of any of the provisions of Sections 8 through 13 of this Agreement.

Executive agrees that any breach or threatened breach of Sections 8 through 13 will cause Nucor irreparable harm which cannot be remedied through monetary damages and the alternative relief set forth in Section 15(a) shall not be considered an adequate remedy for the harm Nucor would incur. Executive further agrees that such remedies in Section 15(a) will not preclude injunctive relief.
 
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If Executive breaches or threatens to breach any of the provisions of Sections 10, 11 or 13 of this Agreement and Nucor obtains an injunction, preliminary or otherwise, ordering the Executive to adhere to the restrictive period required by the applicable section, then the applicable restrictive period will be extended by the number of days that have elapsed from the date of Executive’s termination until the time the injunction is granted.

Executive further agrees, unless otherwise prohibited by law, to pay Nucor’s attorneys’ fees and costs incurred in successfully enforcing its rights under this Section, or in defending against any action brought by Executive or on Executive’s behalf in violation of or under this Section in which Nucor prevails. Executive agrees that Nucor’s actions pursuant to this Section, including, without limitation, filing a legal action, are permissible and are not and will not be considered by Executive to be retaliatory. Executive further represents and acknowledges that in the event of the termination of Executive’s employment for any reason, Executive’s experience and capabilities are such that Executive can obtain employment and that enforcement of this Agreement by way of injunction will not prevent Executive from earning a livelihood.

16. Reasonableness of Restrictions. Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon Nucor under Sections 10, 11, 12, 13 and 15 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to Nucor, do not interfere with Executive’s exercise of his inherent skill and experience, are reasonably required to protect the legitimate interests of Nucor, and do not confer a benefit upon Nucor disproportionate to the detriment to Executive. Executive certifies that he has had the opportunity to discuss this Agreement with such legal advisors as he chooses and that he understands its provisions and has entered into this Agreement freely and voluntarily.

17. Applicable Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of North Carolina, regardless of choice of law principles to the contrary. Each party, for themselves and their successors and assigns, hereby irrevocably (a) consents to the exclusive jurisdictions of the State and Federal courts located in the State of North Carolina; and (b) waives any objection to any such action based on venue or forum non conveniens. This Agreement is intended, among other things, to supplement the provisions of the North Carolina Trade Secrets Protection Act, as amended from time to time, and the duties Executive owes to Nucor under the common law, including, but not limited to, the duty of loyalty.

18. Executive to Return Property. Executive agrees that upon (a) the termination of Executive’s employment with Nucor, whether by Executive or Nucor for any reason (with or without cause), or (b) the written request of Nucor, Executive (or in the event of the death or disability of Executive, Executive’s heirs, successors, assigns and legal representatives) shall return to Nucor any and all property of Nucor, including but not limited to all Secret Information, Confidential Information, notes, data, tapes, computers, lists, reference items, phones, documents, sketches, drawings, software, product samples, rolodex cards, forms, manuals, and equipment, without retaining any copies or summaries of such property. Executive further agrees that to the extent Secret Information or Confidential Information are in electronic format and in Executive’s possession, custody or control; Executive will provide all such copies to Nucor and will not keep copies in such format but, upon Nucor’s request, will confirm the permanent deletion thereof.
 
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19. Entire Agreement; Amendments. This Agreement discharges and cancels all previous agreements and constitutes the entire agreement between the parties with regard to the subject matter hereof. No agreements, representations, or statements of any party not contained herein shall be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreement shall be valid unless in writing and signed by both parties.

20. Assignability. This Agreement and the rights and duties created hereunder shall not be assignable or delegable by Executive. Nucor may, at its option and without consent of Executive, assign its rights and duties hereunder to any successor entity or transferee of Nucor’s assets.

21. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Nucor and Executive and their respective successors, assigns, heirs and legal representatives.

22. No Waiver. No failure or delay by any party to this Agreement to enforce any right specified in this Agreement will operate as a waiver of such right, nor will any single or partial exercise of a right preclude any further or later enforcement of the right within the period of the applicable statute of limitations.

23. Compliance with Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that Nucor determines would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986 (the “Code”) would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service, then to the extent necessary to comply with Code Section 409A: (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s separation from service, and (ii) if the payment, distribution or benefit is payable or provided over time, the amount of such non-exempt deferred compensation or benefit that would otherwise be payable or provided during the six-month period immediately following the Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount or benefit will be delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s separation from service and paid or provided on the earlier of such dates, without interest, and the normal payment or distribution schedule for any remaining payments, distributions or benefits will commence. For purposes of this Agreement, the term “separation from service” shall be defined as provided in Code Section 409A and applicable regulations.
 
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IN WITNESS WHEREOF, the parties have executed this Agreement on the dates specified below.

  /s/ Ladd R. Hall  
 
Date:
September 28, 2007  
       
  NUCOR CORPORATION
       
 
By:
/s/ John J. Ferriola  
 
Its:
Chief Operating Officer of Steelmaking Operations  
 
Date:
September 28, 2007  
 
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Exhibit 10.1
 
EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between Nucor Corporation, a Delaware corporation, on behalf of itself and its affiliates (collectively “Nucor”), and R. JOSEPH STRATMAN (“Executive”).

WHEREAS, Executive has heretofore been employed as an at-will employee of Nucor without the benefit of a written employment agreement; and

WHEREAS, Nucor has offered Executive a promotion to the position of Executive Vice President effective September 30, 2007, and Executive has accepted the promotion; and

WHEREAS, Nucor’s promotion of Executive entitles Executive to receive substantial compensation and benefits that Executive did not have prior to his promotion; and

WHEREAS, Executive agrees and acknowledges that in his new position he will acquire greater access to and knowledge of Nucor’s trade secrets and confidential information which Executive did not have prior to his promotion, and

WHEREAS, Nucor agrees to continue to employ Executive as an at-will employee in consideration for Executive’s agreement to the various restrictions set forth herein; and

NOW, THEREFORE, in consideration for the promises and mutual agreements contained herein, the parties agree as follows:

1. Employment. Nucor agrees to employ Executive in the position of Executive Vice President, and Executive agrees to accept continued employment in this position, subject to the terms and conditions set forth in this Agreement, including the confidentiality and non-competition provisions which Executive acknowledges were discussed in detail prior to and made an express condition of his promotion to Executive Vice President.

2. Compensation and Benefits During Employment. Nucor will provide the following compensation and benefits to Executive:

(a) Nucor will pay Executive a base salary of $350,600 per year, paid not less frequently than monthly in accordance with Nucor’s normal payroll practices, subject to withholding by Nucor and other deductions as required by law. Executive’s base salary is subject to adjustment up or down by Nucor’s Board of Directors at its sole discretion and without notice to Executive.

(b) Executive will be eligible for bonuses based on the senior officer annual and long term incentive compensation plans, as modified from time to time by, and in the sole discretion of, the Board of Directors of Nucor.

(c) Executive will be eligible for those employee benefits that are generally made available by Nucor to its employees.


 
(d) Executive shall be eligible to participate in the senior officer equity incentive compensation plans, as modified from time to time by, and in the sole discretion of, the Board of Directors.

3. Compensation Following Termination.

(a) From the date of Executive’s termination, whether by Executive or Nucor for any or no reason, Nucor will pay Executive a monthly amount for twenty-four (24) months following Executive’s termination. The monthly amount will be computed using the following formula: the amount of Executive’s highest base salary level during the prior twelve (12) months multiplied by 3.36 and the product divided by twelve (12). The payments shall be made at the end of each month following Executive’s termination on Nucor’s regular monthly payroll date.

(b) In exchange for Nucor’s promises in this Section 3 and other good and valuable consideration, Executive agrees to strictly abide by the terms of Sections 8 through 13 of this Agreement. If Executive fails to strictly abide by the terms of Sections 8 through 13 of this Agreement, Nucor may, at its option, do any or all of the following: (i) pursue any legal remedies available to it (including but not limited to injunctive relief, damages, and specific performance), and (ii) declare the monthly payments forfeited with respect to any month during which Executive is in breach of this Agreement. Nucor may declare the monthly payments forfeited if Executive is in breach of this Agreement for any portion of the month at issue, and Executive will not be entitled to a payment for that month.

(c) If Executive is employed by Nucor at the time of Executive’s death, Nucor’s obligations to make any monthly payments under this Agreement will automatically terminate and Executive’s estate and executors will have no rights to payments under this Agreement. If Executive dies during the first twelve months following Executive’s termination from employment with Nucor, then Nucor will pay Executive’s estate the monthly payments due under this Section through the end of the twelfth (12th) month following Executive’s termination. If Executive dies twelve or more months after termination of Executive’s employment with Nucor, then Nucor’s obligations to make monthly payments under this Section will automatically terminate without the necessity of Nucor providing written notice.

4. Duties and Responsibilities; Best Efforts. While employed by Nucor, Executive shall perform such duties for and on behalf of Nucor as may be determined and assigned to Executive from time to time by members of Nucor’s Board of Directors. Executive shall devote his full time and best efforts to the business and affairs of Nucor. During the term of Executive’s employment with Nucor, Executive will not undertake other paid employment or engage in any other business activity without prior written consent of Nucor.

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5. Employment at Will. The parties acknowledge and agree that this Agreement does not create employment for a definite term and that Executive’s employment with Nucor is terminable by Nucor or Executive at any time, with or without cause and with or without notice, unless otherwise expressly set forth in a separate written agreement executed by Executive and Nucor after the date of this Agreement.

6. Change in Executive’s Position. In the event that Nucor transfers, demotes, promotes, or otherwise changes Executive’s compensation or position with Nucor, the restrictions and post-termination obligations of this Agreement shall remain in full force and effect on both parties.

7. Recognition of Nucor’s Legitimate Interests. Executive understands and acknowledges that Nucor and its affiliates compete in North America in the research, manufacture, marketing, sale and distribution of steel and steel products, including but not limited to flat-rolled steel, steel shapes, structural steel, light gauge steel framing, steel plate, steel joists and girders, steel deck, steel fasteners, metal building systems, fabricated concrete reinforcing steel, cold finished steel, steel grating, wire and wire mesh. As part of Executive’s employment with Nucor, Executive acknowledges he will have access to and gain knowledge of significant secret, confidential and proprietary information of the full range of operations of Nucor, its subsidiaries and affiliates. In addition, Executive will have access to training opportunities, contact with customers and prospective customers of Nucor, it subsidiaries and affiliates, in which capacity he is expected to develop good relationships with such customers, and will gain intimate knowledge regarding the products and services of Nucor, its subsidiaries and affiliates. Executive recognizes and agrees that Nucor and its subsidiaries and affiliates have spent and will continue to spend substantial effort, time and money in developing relationships with their customers, that many customers are long term customers of Nucor, and that all customers and accounts that Executive may deal with during his employment with Nucor, including any customers and accounts acquired for Nucor by Executive, are the customers and accounts of Nucor. Executive acknowledges that Nucor’s competitors would obtain an unfair advantage if Executive disclosed Nucor’s Secret Information or Confidential Information as defined in Sections 8 and 9 to a competitor, used it on a competitor’s behalf, or if he were able to exploit the relationships he develops as an employee of Nucor to solicit business on behalf of a competitor.

8. Covenant Regarding Nucor’s Secret Information. Executive recognizes and agrees that he will have continued access to certain sensitive and confidential information of Nucor, its subsidiaries and affiliates (a) that is not generally known in the steel business, which would be difficult for others to acquire or duplicate without improper means, (b) that Nucor strives to keep secret, and (c) from which Nucor derives substantial commercial benefit because of the fact that it is not generally known (the “Secret Information”). As used in this Agreement, Nucor’s Secret Information includes, without limitation: (i) Nucor’s process of developing and producing raw material, and designing and manufacturing steel and iron products; (ii) Nucor’s process for treating, processing or fabricating steel and iron products; (iii) Nucor’s non-public financial data, strategic business plans, competitor analysis, sales and marketing data, and proprietary margin, pricing, and cost data; and (iv) any other information or data which meets the definition of “trade secrets” under applicable law. Executive agrees that unless he is expressly authorized by Nucor in writing, Executive will not use or disclose or allow to be used or disclosed Nucor’s Secret Information. This covenant shall survive until the Secret Information is generally known in the industry through no act or omission of the Executive or until Nucor knowingly authorizes the disclosure of or discloses the Secret Information, without any limitations on use or confidentiality. Executive acknowledges that he did not have knowledge of Nucor’s Secret Information prior to his employment with Nucor and that the Secret Information does not include Executive’s general skills and know-how.

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9. Agreement to Maintain Confidentiality..

(a) As used in this Agreement, “Confidential Information” shall include, without limitation, financial and budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing or other computer programs; research and development projects; marketing information and strategies; customer lists; vendor lists; information about customer preferences and buying patterns; information about prospective customers, vendors, or business opportunities; information about Nucor’s costs and the pricing structure used in sales to customers; information about Nucor’s overall corporate business strategy; and technological innovations used in Nucor’s business, to the extent that such information does not fall within the definition of Secret Information. For purposes of this Agreement, information shall not be deemed to be Confidential Information to the extent that the information (i) is in the public domain, or hereafter becomes generally known or available through no action or omission on the part of Executive; (ii) is furnished by Nucor to any person other than a subsidiary or affiliate of Nucor, without restriction on disclosure; (iii) becomes known to the Executive from a source other than Nucor, its subsidiaries or affiliates, without a breach of this Agreement or any other agreement with Nucor and without any restriction on disclosure; or (iv) is the general knowledge or skill of the Executive acquired prior to his employment with Nucor.

(b) Except as otherwise provided in this Agreement, during Executive’s employment with Nucor and at all times after the termination of Executive’s employment, Executive covenants and agrees to treat as confidential and not to negligently or intentionally disclose, and to use only for the advancement of the interests of Nucor, all Confidential Information submitted to Executive or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Executive from time to time while employed by Nucor. Executive will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Executive’s own benefit or for the benefit of any person, entity, firm or company other than Nucor. This restriction will apply throughout the world; provided, however, that if the restrictions of this Paragraph when applied to any specific piece of Confidential Information would prevent the Executive from using his general knowledge or skills in competition with Nucor or would otherwise substantially restrict the Executive’s ability to fairly compete with Nucor, then as to that piece of Confidential Information only, the scope of this restriction will apply only for the time and only within the Restricted Territory set forth in Section 10 of this Agreement.

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(c) Executive specifically acknowledges that the Confidential Information, whether reduced to writing or maintained in the mind or memory of Executive, and whether compiled or created by Executive, Nucor, or any of its affiliates or customers, derives independent economic value from not being readily known to or ascertainable by proper means by others who could obtain economic value from the disclosure or use of the Confidential Information. Executive also acknowledges that reasonable efforts have been put forth by Nucor to maintain the secrecy of the Confidential Information, that the Confidential Information is and will remain the sole property of Nucor or any of its affiliates or customers, as the case may be, and that any retention and/or use of Confidential Information during or after the termination of Executive’s employment with Nucor (except in the regular course of performing his duties hereunder) will constitute a misappropriation of the Confidential Information belonging to Nucor.

10. Noncompetition.

(a) Executive hereby agrees that for the duration of Executive’s employment with Nucor, and for a period of twenty-four (24) months thereafter, Executive will NOT, within the Restricted Territory, do any of the following:

(i) Engage directly or indirectly (either as an owner, employee, consultant, or in any similar capacity) in the research, development, manufacture, marketing, sale, or distribution of steel or steel products which are the same as or similar to those in development, manufactured, and/or sold by Nucor on the date of Executive’s termination; or

(ii) Engage in work, other than during his employment with and as authorized by Nucor, that would inherently call on him in the fulfillment of his duties and responsibilities to reveal, or otherwise use the Confidential Information or Secret Information of Nucor.

(b) As used in this provision, “Restricted Territory” As used in this Agreement, the term “Restricted Territory” means the geographic area for which Executive is responsible and includes, but is not limited to, the following:

 
(i) All countries in which Nucor sells its steel and steel products (as defined in Section 6) or in which Nucor plans within twenty-four (24) months of Executive’s termination of employment to sell such products but if such area is deemed overbroad by a court of law, then;

(ii) North America, but if such area is deemed overbroad by a court of law, then;

(iii) The United States, Canada, Mexico, but if such area is deemed overbroad by a court of law, then;

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(iv) The contiguous United States, but if such area is deemed overbroad by a court of law, then;

(v) The states in the United States in which Nucor sells its steel and steel products (as defined in Section 6), but if such area is deemed overbroad by a court of law, then;

(vi) Any state in the United States located within a six hundred mile radius of a Nucor plant or facility, but if such area is deemed overbroad by a court of law, then;

(vii) Any country in which Nucor has a plant or facility, but if such area is deemed overbroad by a court of law, then;

(viii) The states in the United States in which Nucor has a plant or facility, but if such area is deemed overbroad by a court of law, then;

(ix) Any state in the United States located within a six hundred mile radius of the locations in which the Customers and Prospective Customers (as defined in subsections 10(e)(i) and (ii) below) are located, but if such area is deemed overbroad by a court of law, then;

(x) Any state in the United States where a Customer or Prospective Customer is located with whom the Executive had contact or for whom Executive had responsibility for during the six month period immediately preceding the Executive’s separation of employment from Nucor.

(c) Executive specifically agrees that the post-termination restrictions in this Section will apply to Executive regardless of whether termination of employment is initiated by Nucor or Executive and regardless of the reason for termination of Executive’s employment. Further, Executive acknowledges and agrees that Nucor’ s payment of the compensation described in Section 3 is intended to compensate Executive for the limitations on Executive’s competitive activities described in this Section 10 for the two-year period following Executive’s employment with Nucor regardless of the reason for termination. Thus, for example, in the event that Nucor terminates Executive’s employment without cause, Executive expressly agrees that the restrictions in this Section 10 will apply to Executive notwithstanding the reasons or motivations of Nucor in terminating Executive’s employment.

11. Nonsolicitation. Executive hereby agrees for the period of twenty-four (24) months after termination of his employment, Executive will not, directly or indirectly, within the Restricted Territory, do any of the following:

(a) Solicit, contact, or attempt to influence any Customer to limit, curtail, cancel, or terminate any business it transacts with, or products it receives from Nucor, its subsidiaries or affiliates;

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(b) Solicit, contact, or attempt to influence any Prospective Customer to terminate any business negotiations it is having with Nucor, its subsidiaries or affiliates, or to otherwise not do business with Nucor, its subsidiaries or affiliates;

(c) Solicit, contact, or attempt to influence any Customer to purchase products or services from an entity other than Nucor, its subsidiaries or affiliates, which are the same or substantially similar to those offered to the Customer by Nucor, its subsidiaries or affiliates; or

(d) Solicit, contact, or attempt to influence any Prospective Customer to purchase products or services from an entity other than Nucor, its subsidiaries or affiliates, which are the same or substantially similar to those offered to the Prospective Customer by Nucor, its subsidiaries or affiliates.

(e) For purposes of Section 10 of this Agreement and this Section 11, and understanding that Executive has had and will have substantial contact with customers of Nucor, its affiliates and subsidiaries, during his employment with Nucor, its affiliates and subsidiaries, the following definitions shall apply:

(i) The term “Customer” shall mean any and all customers of Nucor, its subsidiaries and affiliates, with whom Nucor, its subsidiaries and affiliates, is doing business at the time of or within the two (2) years preceding Executive’s separation from Nucor’s employ.
 
(ii) If the definition in subsection (e)(i) is found to be unreasonable with respect to any restriction in this Agreement to which the definition of Customer applies, then with regard to that restriction, the term “Customer” shall mean:
 
(A) Any customer of Nucor with whom Executive had significant contact or with whom Executive directly dealt on behalf of Nucor during the six (6) month period preceding Executive’s termination; or

(B) Any customer of Nucor with whom the direct reports of Executive had significant contact or with whom the direct reports of Executive dealt during the six (6) month period preceding Executive’s termination; or

(C) Any customer of Nucor, its subsidiaries or affiliates, about whom the Executive has obtained Secret Information or Confidential Information by virtue of his employment with Nucor;
 
Provided, however, that the term “Customer” shall not include any business or entity that no longer does business with Nucor without any direct or indirect interference by Executive or violation of this Agreement by Executive, and that ceased doing business with Nucor prior to any direct or indirect communication or contact by Executive.
 
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(iii) The term “Prospective Customer” shall mean any person or entity who has not yet purchased the products or services of Nucor, but who has been targeted or identified by Nucor as a potential user of the products or services of Nucor, and whom Executive or his direct reports participated in the solicitation of or on behalf of Nucor during the six (6) months preceding his termination.

(iv) The term “Nucor” shall mean Nucor Corporation and its subsidiaries and affiliates in existence or planned during the course of Executive’s employment.

(v) The term “solicit” shall have the following meaning: to initiate contact for the purpose of promoting, marketing, or selling products or services similar to those Nucor offered during the tenure of Executive’s employment with Nucor or to accept business from Nucor’s Customers or Prospective Customers.

12. Assignment of Intellectual Property Rights.

(a) Executive hereby assigns to Nucor Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), and any other work of authorship (collectively the “Developments”), made or conceived during Executive’s employment by Nucor solely or jointly by Executive, or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf.

(b) The assignment requirement in subsection (a) of this Section 12 shall not apply to an invention that Executive developed entirely on his own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor.

(c) In connection with any of the Developments assigned in subsection (a) above: (i) Executive will promptly disclose them to Nucor’s management; and (ii) Executive will, on Nucor's request, promptly execute a specific assignment of title to Nucor or its designee, and do anything else reasonably necessary to enable Nucor or its designee to secure a patent, copyright, or other form of protection therefore in the United States and in any other applicable country.
 
(d) Nothing in this Section 12 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.
 
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13. Antipiracy. Executive agrees for a period of twenty-four (24) months after termination of his employment, Executive will not, directly or indirectly, encourage, contact, or attempt to induce any employees of Nucor, its subsidiaries or affiliates (a) with whom Executive had direct contact during the last twelve (12) months of Executive’s employment with Nucor, and (b) who are employed by Nucor, its subsidiaries or affiliates at the time of the encouragement, contact or attempted inducement, to end their employment relationship with Nucor, its subsidiaries or affiliates.

14. Severability. It is the intention of the parties to restrict the activities of Executive only to the extent reasonably necessary for the protection of Nucor’s legitimate interests. The parties specifically covenant and agree that should any of the provisions in this Agreement be deemed by a court of competent jurisdiction too broad for the protection of Nucor’s legitimate interests, the parties authorize the court to narrow, limit or modify the restrictions herein to the extent reasonably necessary to accomplish such purpose. In the event such limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force and effect.

15. Enforcement. Executive understands and agrees that any breach or threatened breach by Executive of the provisions of Sections 8 through 13 of this Agreement shall be considered a material breach of this Agreement, and in the event of such a breach or threatened breath of this Agreement, Nucor shall be entitled to pursue any and all of its remedies under law or in equity arising out of such breach. If Nucor pursues either a temporary restraining order or temporary injunctive relief, then Executive waives any requirement that Nucor post a bond. Executive further agrees that in the event of his breach of any of the provisions of Sections 7 through 12 of this Agreement, unless otherwise prohibited by law:

(a) Nucor shall be (i) released from any obligation to make any further payments to Executive (or his estate) under Section 3, (ii) entitled to cancel any unexercised stock options granted under the Company’s equity incentive plan from and after the date of this Agreement (the “Post-Agreement Date Option Grants”), and (iii) entitled to seek other appropriate relief, including, without limitation, repayment by the Executive of the amounts already paid under Section 3 of this Agreement; and

(b) Executive shall (i) forfeit any unexercised Post-Agreement Date Option Grants and (ii) forfeit and immediately return upon demand by Nucor any profit realized by Executive from the exercise of any Post-Agreement Date Option Grants during the six (6) month period preceding Executive’s breach of any of the provisions of Sections 8 through 13 of this Agreement.

Executive agrees that any breach or threatened breach of Sections 8 through 13 will cause Nucor irreparable harm which cannot be remedied through monetary damages and the alternative relief set forth in Section 15(a) shall not be considered an adequate remedy for the harm Nucor would incur. Executive further agrees that such remedies in Section 15(a) will not preclude injunctive relief.

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If Executive breaches or threatens to breach any of the provisions of Sections 10, 11 or 13 of this Agreement and Nucor obtains an injunction, preliminary or otherwise, ordering the Executive to adhere to the restrictive period required by the applicable section, then the applicable restrictive period will be extended by the number of days that have elapsed from the date of Executive’s termination until the time the injunction is granted.

Executive further agrees, unless otherwise prohibited by law, to pay Nucor’s attorneys’ fees and costs incurred in successfully enforcing its rights under this Section, or in defending against any action brought by Executive or on Executive’s behalf in violation of or under this Section in which Nucor prevails. Executive agrees that Nucor’s actions pursuant to this Section, including, without limitation, filing a legal action, are permissible and are not and will not be considered by Executive to be retaliatory. Executive further represents and acknowledges that in the event of the termination of Executive’s employment for any reason, Executive’s experience and capabilities are such that Executive can obtain employment and that enforcement of this Agreement by way of injunction will not prevent Executive from earning a livelihood.

16. Reasonableness of Restrictions. Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remedies conferred upon Nucor under Sections 10, 11, 12, 13 and 15 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to Nucor, do not interfere with Executive’s exercise of his inherent skill and experience, are reasonably required to protect the legitimate interests of Nucor, and do not confer a benefit upon Nucor disproportionate to the detriment to Executive. Executive certifies that he has had the opportunity to discuss this Agreement with such legal advisors as he chooses and that he understands its provisions and has entered into this Agreement freely and voluntarily.

17. Applicable Law. This Agreement shall be interpreted, construed and governed according to the laws of the State of North Carolina, regardless of choice of law principles to the contrary. Each party, for themselves and their successors and assigns, hereby irrevocably (a) consents to the exclusive jurisdictions of the State and Federal courts located in the State of North Carolina; and (b) waives any objection to any such action based on venue or forum non conveniens. This Agreement is intended, among other things, to supplement the provisions of the North Carolina Trade Secrets Protection Act, as amended from time to time, and the duties Executive owes to Nucor under the common law, including, but not limited to, the duty of loyalty.

18. Executive to Return Property. Executive agrees that upon (a) the termination of Executive’s employment with Nucor, whether by Executive or Nucor for any reason (with or without cause), or (b) the written request of Nucor, Executive (or in the event of the death or disability of Executive, Executive’s heirs, successors, assigns and legal representatives) shall return to Nucor any and all property of Nucor, including but not limited to all Secret Information, Confidential Information, notes, data, tapes, computers, lists, reference items, phones, documents, sketches, drawings, software, product samples, rolodex cards, forms, manuals, and equipment, without retaining any copies or summaries of such property. Executive further agrees that to the extent Secret Information or Confidential Information are in electronic format and in Executive’s possession, custody or control; Executive will provide all such copies to Nucor and will not keep copies in such format but, upon Nucor’s request, will confirm the permanent deletion thereof.

10


19. Entire Agreement; Amendments. This Agreement discharges and cancels all previous agreements and constitutes the entire agreement between the parties with regard to the subject matter hereof. No agreements, representations, or statements of any party not contained herein shall be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreement shall be valid unless in writing and signed by both parties.

20. Assignability. This Agreement and the rights and duties created hereunder shall not be assignable or delegable by Executive. Nucor may, at its option and without consent of Executive, assign its rights and duties hereunder to any successor entity or transferee of Nucor’s assets.

21. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Nucor and Executive and their respective successors, assigns, heirs and legal representatives.

22. No Waiver. No failure or delay by any party to this Agreement to enforce any right specified in this Agreement will operate as a waiver of such right, nor will any single or partial exercise of a right preclude any further or later enforcement of the right within the period of the applicable statute of limitations.

23. Compliance with Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if any amount or benefit that Nucor determines would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986 (the “Code”) would otherwise be payable or distributable under this Agreement by reason of the Executive’s separation from service, then to the extent necessary to comply with Code Section 409A: (i) if the payment or distribution is payable in a lump sum, the Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s separation from service, and (ii) if the payment, distribution or benefit is payable or provided over time, the amount of such non-exempt deferred compensation or benefit that would otherwise be payable or provided during the six-month period immediately following the Executive’s separation from service will be accumulated, and the Executive’s right to receive payment or distribution of such accumulated amount or benefit will be delayed until the earlier of the Executive’s death or the first day of the seventh month following the Executive’s separation from service and paid or provided on the earlier of such dates, without interest, and the normal payment or distribution schedule for any remaining payments, distributions or benefits will commence. For purposes of this Agreement, the term “separation from service” shall be defined as provided in Code Section 409A and applicable regulations.

11


IN WITNESS WHEREOF, the parties have executed this Agreement on the dates specified below.
 
  /s/ R. Joseph Stratman
 
Date:
October 11, 2007
     
     
 
NUCOR CORPORATION
     
     
 
By:
/s/ John J. Ferriola
 
Its:
Chief Operating Officer of Steelmaking Operations
 
Date:
October 11, 2007

12

 
Exhibit 10.2
 
AMENDMENT NO. 1

NUCOR CORPORATION
2005 STOCK OPTION AND AWARD PLAN

THIS AMENDMENT NO. 1 (this “Amendment”) to the Nucor Corporation 2005 Stock Option and Award Plan (the “Plan”) is adopted as of the 5th day of September, 2007, by NUCOR CORPORATION, a Delaware corporation (the “Company”).
 
Statement of Purpose
 
The Company maintains the Plan to provide incentive compensation to senior officers of the Company. The Company desires to amend the Plan to comply with the requirements of Section 409A of the Internal Revenue Code of 1986.
 
NOW, THEREFORE, the Company does hereby declare that the Plan is hereby amended effective as of the date hereof as follows:
 
1. Section 4.4(d) of the Plan is amended to read as follows:
 
“(d) Unless an earlier payment date is specified in the Award Agreement for the Participant’s Restricted Stock Units, the vested Restricted Stock Units credited to a Participant’s Restricted Stock Unit Account shall be paid to the Participant, or in the event of the Participant’s death, to the Participant’s Beneficiary, no earlier than fifteen (15) days and no later than ninety (90) days after the date the Participant terminates service as a member of the Board or separates from service as an Employee, as applicable; provided, however, in no event will distribution be made to Participant who is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) and the regulations thereunder, prior to the date which is six months after such Participant’s separation from service or, if earlier, such Participant’s death. The form of payment shall be one share of the Company’s common stock for each Restricted Stock Unit credited to the vested portion of the Participant’s Restricted Stock Unit Account and cash for any fractional unit.
 
If permitted under the terms of the Award Agreement for the Participant’s Restricted Stock Units and in accordance with procedures established by the Committee, but in no event later than the later of (i) December 31, 2007 or (ii) thirty (30) days after the date an individual initially becomes a Participant under the Plan, the Participant may elect a single sum payment of the Participant’s Restricted Stock Unit Account or payment in installments over a term certain of either three (3) or five (5) years. Any such election shall apply to a Participant’s entire Restricted Stock Unit Account and shall be irrevocable. In the event a Participant fails to make a valid method of payment election, distribution of the Participant’s Restricted Stock Unit Account shall be made in a single sum payment of shares of Company common stock and cash for any fractional unit credited to the Restricted Stock Unit Account.”

 



2. Section 4.8 of the Plan is amended to read as follows:
 
Section 4.8. [Intentionally Deleted.]
 
3. Except as expressly or by necessary implication amended hereby, the Plan shall continue in full force and effect.
 
IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be executed by its duly authorized officer as of the day and year first above written.
 
 
NUCOR CORPORATION
   
   
 
By:
/s/ Terry S. Lisenby
 
Name:
Terry S. Lisenby
 
Title:
Chief Financial Officer, Treasurer and Executive
    Vice President
 
2

Exhibit 10.3
 
AMENDMENT NO. 1

NUCOR CORPORATION
SENIOR OFFICERS ANNUAL INCENTIVE PLAN

THIS AMENDMENT NO. 1 (this “Amendment”) to the Nucor Corporation Senior Officers Annual Incentive Plan (the “Plan”) is adopted as of the 5th day of September, 2007, by NUCOR CORPORATION, a Delaware corporation (the “Company”).
 
Statement of Purpose
 
The Company maintains the Plan to provide incentive compensation to senior officers of the Company. The Company desires to amend the Plan to comply with the requirements of Section 409A of the Internal Revenue Code of 1986.
 
NOW, THEREFORE, the Company does hereby declare that the Plan is hereby amended effective as of the date hereof as follows:
 
1. Section 4.2 of the Plan is amended by adding the following new sentence to the end thereof:
“In no event, however, shall payment of a Performance Award be made later than two and one-half (2½) months after the end of the Performance Period for the Performance Award.”
 
2. Section 4.3(e) of the Plan is amended to read as follows:
 
(e) Payment of Deferral Accounts. The vested portion of an Eligible Employee’s Deferral Account shall be paid to the Eligible Employee no earlier than fifteen (15) days and no later than ninety (90) days after the Eligible Employee’s separation from service. The form of payment shall be one share of the Company’s common stock for each common stock unit and cash for any fractional unit credited to the vested portion of the Deferral Account. Notwithstanding the foregoing, in no event will distribution be made to an Eligible Employee who is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i) and the regulations thereunder, prior to the date which is six months after such Eligible Employee’s separation from service or, if earlier, such Eligible Employee’s death.
 
In accordance with procedures established by the Committee, but in no event later than the later of (i) December 31, 2007 or (ii) thirty (30) days after the date an individual initially becomes an Eligible Employee under the Plan, the Eligible Employee may elect a single sum payment of the Eligible Employee’s Deferral Account or payment in installments over a term certain of not more than five (5) years. In the event an Eligible Employee fails to make a valid method of payment election, distribution of the Eligible Employee’s Deferral Account shall be made in a single sum payment of shares of Company common stock and cash for any fractional unit credited to the vested portion of the Deferral Account.”

 


3. Except as expressly or by necessary implication amended hereby, the Plan shall continue in full force and effect.
 
IN WITNESS WHEREOF, the Company has caused this Amendment No. 1 to be executed by its duly authorized officer as of the day and year first above written.

 
NUCOR CORPORATION
   
   
 
By:
/s/ Terry S. Lisenby
 
Name:
Terry S. Lisenby
 
Title:
Chief Financial Officer, Treasurer and Executive
    Vice President

 
2

 
Exhibit 10.4
 
AMENDMENT NO. 2

NUCOR CORPORATION
SENIOR OFFICERS LONG-TERM INCENTIVE PLAN

THIS AMENDMENT NO. 2 (this “Amendment”) to the Nucor Corporation Senior Officers Long-Term Incentive Plan (the “Plan”) is adopted as of the 5th day of September, 2007, by NUCOR CORPORATION, a Delaware corporation (the “Company”).

Statement of Purpose

The Company maintains the Plan to provide incentive compensation to senior officers of the Company. The Company desires to amend the Plan to comply with the requirements of Section 409A of the Internal Revenue Code of 1986.

NOW, THEREFORE, the Company does hereby declare that the Plan is hereby amended effective as of the date hereof as follows:

1. Section 4.2 of the Plan is amended by adding the following new sentence immediately after the first sentence thereof:

“In no event, however, shall payment of a Performance Award be made later than two and one-half (2½) months after the end of the Performance Period for the Performance Award.”

2. Section 4.3(e) of the Plan is amended to read as follows:

(e) Payment of Deferral Accounts. The vested portion of an Eligible Employee’s Deferral Account shall be paid to the Eligible Employee no earlier than fifteen (15) days and no later than ninety (90) days after the Eligible Employee’s separation from service. The form of payment shall be one share of the Company’s common stock for each common stock unit and cash for any fractional unit credited to the vested portion of the Deferral Account. Notwithstanding the foregoing, in no event will distribution be made to an Eligible Employee who is a “specified employee,” within the meaning of Code Section 409A(a)(2)(B)(i) and the regulations thereunder, prior to the date which is six months after such Eligible Employee’s separation from service or, if earlier, such Eligible Employee’s death.

In accordance with procedures established by the Committee, but in no event later than the later of (i) December 31, 2007 or (ii) thirty (30) days after the date an individual initially becomes an Eligible Employee under the Plan, the Eligible Employee may elect a single sum payment of the Eligible Employee’s Deferral Account or payment in installments over a term certain of not more than five (5) years. In the event an Eligible Employee fails to make a valid method of payment election, distribution of the Eligible Employee’s Deferral account shall be made in a single sum payment of shares of Company common stock and cash for any fractional unit credited to the Deferral Account.”




3. Except as expressly or by necessary implication amended hereby, the Plan shall continue in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment No. 2 to be executed by its duly authorized officer as of the day and year first above written.

 
NUCOR CORPORATION
   
   
 
By:
/s/ Terry S. Lisenby
 
Name:
Terry S. Lisenby
 
Title:
Chief Financial Officer, Treasurer and Executive
    Vice President
 
2

 

Exhibit 10.5

NUCOR CORPORATION
SEVERANCE PLAN FOR SENIOR OFFICERS AND GENERAL MANAGERS

ARTICLE I
ESTABLISHMENT OF PLAN

Effective April 1, 2002, Nucor Corporation established a severance benefit policy for senior officers and general managers. The Company desires to adopt and set forth in a formal plan document the terms and provisions of the severance policy to comply with the requirements of Section 409A of the Code and to meet other current needs.

Now, therefore, as of the Effective Date, the Company hereby adopts the Nucor Corporation Severance Plan for Senior Officers and General Managers, as set forth in this document.

ARTICLE II
DEFINITIONS

As used herein, the following words and phrases shall have meanings set forth below unless the context clearly indicates otherwise: