UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 8-K

 


CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 9, 2007

 


NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

 


Delaware

(State or other jurisdiction of incorporation)

 

1-4119   13-1860817
(Commission File Number)   (IRS Employer Identification No.)

 

1915 Rexford Road, Charlotte, North Carolina   28211
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (704) 366-7000

N/A

(Former name or former address, if changed since last report.)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 8.01. Other Events

This Current Report on Form 8-K revises portions of the Annual Report on Form 10-K for the year ended December 31, 2006 of Nucor Corporation (the “2006 Form 10-K”) to reflect the retrospective application of Financial Accounting Standards Board (“FASB”) Staff Position AUG AIR-1, “Accounting for Planned Major Maintenance Activities,” which Nucor adopted on January 1, 2007. 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 major maintenance activities.

The exhibits included under Item 9.01 of this Current Report on Form 8-K revise the following sections of the 2006 Form 10-K in order to reflect the deferral method of accounting for planned major maintenance activities:

 

   

Part II, Item 6, Selected Financial Data

 

   

Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

   

Part II, Item 8, Financial Statements and Supplementary Data

The information provided herein should be read in conjunction with the portions of the 2006 Form 10-K that are not subject to the foregoing changes, as well as Nucor’s Quarterly Reports on Form 10-Q for the periods ended March 31, 2007, June 30, 2007 and September 29, 2007 and Current Reports on Form 8-K filed with the Securities and Exchange Commission.

 

Item 9.01. Financial Statements and Exhibits

 

Exhibit No.  

Description of Exhibit

23   Consent of Independent Registered Public Accounting Firm
99.1   Selected Financial Data – Five-Year Review
99.2   Management’s Discussion and Analysis of Financial Condition and Results of Operations
99.3   Consolidated Financial Statements as of December 31, 2006 and 2005, and for Each of the Three Years in the Period Ended December 31, 2006


SIGNATURES

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

 

NUCOR CORPORATION
By:  

/s/  Terry S. Lisenby

  Terry S. Lisenby
 

Chief Financial Officer, Treasurer and

Executive Vice President

Dated: November 9, 2007

Consent of Independent Registered Public Accounting Firm

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Numbers 2-84117 (including 2-50058), 2-51735, 33-27120 (including 2-55941 and 2-69914), 33-56649, 333-85375, 333-108749 and 333-108751) and Form S-4 (Number 333-101852) of Nucor Corporation (the “Company”) of our report dated February 27, 2007, except for the impact of reflecting the retroactive application of the change in accounting for planned major maintenance activities as discussed in Notes 1 and 19 which are as of November 9, 2007, relating to the financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this Current Report on Form 8-K of Nucor Corporation. We also consent to the incorporation by reference of our report dated February 27, 2007, relating to the financial statement schedule, which appears in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006.

LOGO

 

PricewaterhouseCoopers LLP

Charlotte, North Carolina

November 9, 2007

Selected Financial Data - Five-Year Review

Exhibit 99.1

FIVE-YEAR FINANCIAL REVIEW

(dollar amounts in thousands, except per share data)

 

     2006     2005     2004     2003     2002  

FOR THE YEAR

          

Net sales

   $ 14,751,270     $ 12,700,999     $ 11,376,828     $ 6,265,823     $ 4,801,777  

Costs, expenses and other:

          

Cost of products sold

     11,284,606       10,108,805       9,174,611       5,993,492       4,335,409  

Marketing, administrative and other expenses

     592,473       459,460       374,730       165,369       175,589  

Interest (income) expense, net

     (37,365 )     4,201       22,352       24,627       14,286  

Minority interests

     219,121       110,650       80,840       23,904       79,408  

Other income

     —         (9,200 )     (1,596 )     (11,547 )     (29,900 )
                                        
     12,058,835       10,673,916       9,650,937       6,195,845       4,574,792  

Earnings before income taxes

     2,692,435       2,027,083       1,725,891       69,978       226,985  

Provision for income taxes

     935,653       709,834       607,906       5,181       66,899  
                                        

Net earnings

     1,756,782       1,317,249       1,117,985       64,797       160,086  

Net earnings per share:

          

Basic (1)

     5.73       4.19       3.53       0.21       0.51  

Diluted (1)

     5.68       4.15       3.50       0.21       0.51  

Dividends declared per share (1)

     2.15       0.93       0.24       0.20       0.19  

Percentage of net earnings to net sales

     11.9 %     10.4 %     9.8 %     1.0 %     3.3 %

Return on average equity

     38.3 %     33.8 %     38.2 %     2.7 %     7.0 %

Capital expenditures

     338,404       331,466       285,925       215,408       243,598  

Depreciation

     363,936       375,054       383,305       364,112       307,101  

Sales per employee

     1,273       1,159       1,107       637       528  

AT YEAR END

          

Current assets

   $ 4,683,065     $ 4,081,611     $ 3,182,132     $ 1,639,784     $ 1,429,305  

Current liabilities

     1,421,917       1,228,618       1,042,776       615,067       573,697  
                                        

Working capital

     3,261,148       2,852,993       2,139,356       1,024,717       855,608  

Cash provided by operating activities

     2,251,233       2,136,615       1,024,756       493,801       497,220  

Current ratio

     3.3       3.3       3.1       2.7       2.5  

Property, plant and equipment, net

     2,856,415       2,855,717       2,818,307       2,817,135       2,932,058  

Total assets

     7,893,018       7,148,845       6,140,391       4,511,577       4,394,944  

Long-term debt

     922,300       923,550       923,550       903,550       894,550  

Percentage of debt to capital

     15.3 %     17.0 %     20.2 %     26.1 %     25.8 %

Stockholders’ equity

     4,857,351       4,312,049       3,481,281       2,370,873       2,349,770  

Per share

     16.14       13.90       10.91       7.54       7.51  

Shares outstanding

     300,949       310,220       319,024       314,361       312,720  

Employees

     11,900       11,300       10,600       9,900       9,800  

(1) Per share and shares outstanding amounts have been adjusted to reflect the two-for-one stock split effective May 2006.
Management's Discussion and Analysis

Exhibit 99.2

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

FORWARD-LOOKING STATEMENTS Certain statements made in this annual report are forward-looking statements that involve risks and uncertainties. These forward-looking statements reflect the Company’s best judgment based on current information, and although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the results and expectations discussed in this report. Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: (1) the sensitivity of the results of our operations to volatility in steel prices and changes in the supply and cost of raw materials, including scrap steel; (2) availability and cost of electricity and natural gas; (3) market demand for steel and steel products, which, in the case of many of our products, is driven by the level of non-residential construction activity in the U.S.; (4) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (5) uncertainties surrounding the global economy, including excess world capacity for steel production and fluctuations in currency 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.

 

-1-


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

OVERVIEW

Nucor is principally a domestic manufacturer of steel and steel products whose customers are located primarily in the United States. Additionally, Nucor is the nation’s largest recycler. Nucor reports its results in two segments, steel mills and steel products.

Principal products from the steel mills segment are hot-rolled steel (angles, rounds, flats, channels, sheet, wide-flange beams, pilings, billets, blooms, beam blanks and plate) and cold-rolled steel. Principal products from the steel products segment are steel joists and joist girders, steel deck, cold finished steel, steel fasteners, metal building systems and light gauge steel framing. Hot-rolled steel is manufactured principally from scrap, utilizing electric arc furnaces, continuous casting and automated rolling mills. Cold-rolled steel, cold finished steel, steel joists and joist girders, and steel fasteners are manufactured by further processing of hot-rolled steel. Steel deck is manufactured from cold-rolled steel. In 2006, approximately 92% of the steel mills segment production was sold to non-affiliated customers; the remainder was used internally by the steel products segment.

During the last five years, Nucor’s sales have increased over 240% from $4.33 billion in 2001 to $14.75 billion in 2006. Average sales price per ton has increased 88% from $354 in 2001 to $667 in 2006. Total tons sold to external customers have increased 81% from 12,237,000 tons in 2001 to 22,118,000 tons in 2006. This growth has been generated through acquisitions, optimizing existing operations and developing traditional greenfield projects using new technologies. For the third consecutive year, Nucor achieved record sales and net earnings in 2006 due to historically high selling prices, margins and shipments.

LOGO

In addition to Nucor’s traditional strategy of growing by developing greenfield projects and continually improving existing operations, Nucor’s focus over the past several years has included growing profitably through acquisitions. In the steel mills segment, the capacity of our bar mills has more than doubled over the past five years, increasing from approximately 3,800,000 tons in 2001 to 7,960,000 tons in 2006. This growth was driven by the acquisition of the assets of Birmingham Steel Corporation’s four bar mills in late 2002, the assets of Marion Steel in 2005 and the assets of Connecticut Steel in 2006. Ongoing productivity gains obtained at existing bar mills as well as the acquired mills have supplemented this growth.

The capacity of our sheet mills has increased more than 70% from 6,300,000 tons in 2001 to 10,800,000 tons in 2006 due to the acquisition and start-up in late 2002 of our sheet mill in Decatur, Alabama, as well as by continued productivity advances at our three other sheet mills. The sheet mills are well-positioned to advance our strategic plan for greater participation in higher value-added sheet markets.

 

-2-


In 2001, Nucor’s plate mill in Hertford County, North Carolina, had been operational for less than two years and produced 523,000 tons. With the successful growth of the North Carolina facility and the acquisition of the assets of the Corus Tuscaloosa plate mill in 2004, Nucor’s plate capacity is now approximately 2,800,000 tons allowing us to continue to benefit from healthy plate market conditions.

Nucor has also increased its participation in downstream steel products via acquisitions and joint ventures. The acquisition of Verco Manufacturing Company in late 2006 expanded the reach of Nucor’s steel decking business to the western United States. With the acquisition of Fort Howard Steel’s operations in Oak Creek, Wisconsin in 2005, Nucor became the largest U.S. producer of cold finished bars. Our value-added steel products provide a valuable base load of volume for our steel mills and are less vulnerable to competition from imports. Nucor established several joint ventures in the past few years, forming partnerships to grow in the reinforcing steel construction market and residential light gauge steel framing industry.

Over the past five years, we have strengthened Nucor’s position as North America’s most diversified steel producer. With this product line diversity, Nucor’s short-term performance is not tied to any one market. This diversity has been a significant factor in Nucor’s ability to maintain profitability every year and every quarter since 1966.

LOGO

COMPARISON OF 2006 TO 2005

NET SALES

Net sales for 2006 increased 16% to $14.75 billion, compared with $12.70 billion in 2005. The average sales price per ton increased 7% from $621 in 2005 to $667 in 2006, while total shipments to outside customers increased 8%. In the steel mills segment, net sales to external customers increased 18% from $11.06 billion in 2005 to $13.03 billion in 2006. Approximately 50% of the sales increase was due to higher sales volume resulting from increased demand for our products, as well as additional production capacity obtained from acquisitions made in 2005 and 2006. The remaining 50% of the increase in sales was due to higher average selling prices. Net sales to external customers in the steel products segment increased 5% from $1.64 billion in 2005 to $1.73 billion in 2006. Approximately 70% of the increase was due to higher average selling prices and approximately 30% of the increase was due to increased volume, reflecting an improved non-residential construction market.

Nucor established annual tonnage records in the steel mills segment for total steel shipments and steel shipments to outside customers in 2006. Total steel shipments, including those to the steel products segment, increased 8% to 22,346,000 tons in 2006, compared with 20,669,000 tons in the previous year. Steel sales to outside customers increased 9% to 20,649,000 tons in 2006, compared with 19,020,000 tons in 2005. In the steel products segment, production and shipment volumes increased over 2005 across most major product lines. Steel joist production for 2006 increased to 570,000 tons, compared with 554,000 tons in the previous year. Steel deck sales increased to a record 398,000 tons in 2006, compared with 380,000 tons in 2005. Cold finished steel sales were 327,000 tons in 2006, compared with 342,000 tons in the previous year.

 

-3-


COST OF PRODUCTS SOLD

LOGO

The major component of cost of products sold is raw material costs. The volume of raw materials used increased approximately 8% from 2005 to 2006, consisting of an increase of 9% in the steel mills segment and a decrease of 1% in the steel products segment. The average price of raw materials remained unchanged in the steel mills segment and increased 1% in the steel products segment from 2005 to 2006. The average scrap and scrap substitute cost per ton used in our steel mills segment increased 1% from $244 in 2005 to $246 in 2006.

Nucor incurred a charge to value inventories using the last-in, first-out (“LIFO”) method of accounting of $5.4 million in 2006, compared with a credit of $151.6 million in 2005 when the costs of scrap and scrap substitutes were decreasing.

Another significant component of cost of products sold for the steel mills segment is energy costs, since steel mills are large consumers of electricity and natural gas. Total energy costs decreased approximately $1 per from 2005 to 2006 as natural gas prices decreased approximately 10% and electricity prices increased approximately 2%. Due to the efficiency of Nucor’s steel mills, however, energy costs remained less than 10% of the sales dollar in 2006 and 2005. We expect that our total energy costs will remain high in 2007. Nucor is hedging a portion of its exposure to the variability of future cash flows for forecasted natural gas purchases over various time periods not exceeding four years. In 2006, the settlement of these hedging transactions increased cost of products sold by approximately $6.8 million (reduced cost of products sold by $12.4 million in 2005). In addition to these hedges, Nucor has entered into natural gas purchase contracts that commit Nucor to purchase $144.9 million, $45.3 million and $27.4 million of natural gas in 2007, 2008 and 2009, respectively, and $563.4 million between 2010 and 2028. These natural gas purchase contracts will primarily supply our DRI facility in Trinidad.

In December 2000, Nucor entered into a consent decree with the United States Environmental Protection Agency (“USEPA”) and certain states in order to resolve alleged environmental violations. Under the terms of this decree, Nucor is conducting testing at some of its facilities, performing corrective action where necessary, and piloting certain pollution control technologies.

Nucor revises estimates for environmental reserves as additional information becomes available and projects are completed. In 2006 Nucor made approximately $3.9 million in cash payments for remedial efforts and increased reserves by approximately $2.9 million ($12.2 million in cash payments and a $9.4 million decrease to reserves in 2005).

GROSS MARGIN

Gross margins increased from 20% in 2005 to 24% in 2006. In addition to the events and trends discussed above, gross margins are affected by pre-operating and start-up costs. Nucor defines pre-operating and start-up costs, all of which are expensed, as the losses attributable to facilities or major projects that are either under construction or in the early stages of operation. Once these facilities or projects have attained a utilization rate that is consistent with our similar operating facilities, they are no longer considered by Nucor to be in start-up. Pre-operating and start-up costs of new facilities increased to $49.1 million in 2006, compared with $14.4 million in 2005. In 2006, these costs primarily related to the refurbishment and start-up of our DRI facility in Trinidad, and to the Hlsmelt project in Australia. In 2005, these costs primarily related to the relocation of the DRI plant and its refurbishment, and to the HIsmelt project.

MARKETING, ADMINISTRATIVE AND OTHER EXPENSES

The major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs increased 8% from 2005 to 2006 primarily due to higher fuel costs. Profit sharing costs, which are based upon and fluctuate with pre-tax earnings, increased approximately 30% from 2005 to 2006. In 2006, profit sharing costs included $272.6 million for contributions to a Profit Sharing and Retirement Savings Plan for qualified employees, compared with $206.0 million in 2005. In both 2005 and 2006, all employees except for senior officers received a special cash bonus of $2,000 in addition to their regular profit-sharing payments. These extraordinary bonuses were paid to employees for the achievement of record earnings during the year, resulting in additional profit sharing costs of approximately $23.8 million in 2006 and $22.6 million in 2005. 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.

 

-4-


Stock-based compensation expense included in marketing, administrative, and other expenses increased from $6.7 million in 2005 to $17.1 million in 2006. Since stock-based compensation is impacted by changes in Nucor’s stock price, this increase in expense was primarily due to the 64% increase in Nucor’s stock price from 2005 to 2006, compared with an increase of 27% from 2004 to 2005. The additional stock-based compensation expense incurred in 2006 was also due to the granting of restricted stock units to key employees, officers and non-employee directors for the first time in 2006 and the expensing of stock options for the first time in 2006 due to the adoption of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment.”

INTEREST (INCOME) EXPENSE

Net interest (income) expense is detailed below:

 

     (in thousands)  

Year ended December 31,

   2006     2005  

Interest income

   $ (77,716 )   $ (32,370 )

Interest expense

     40,351       36,571  
                

Interest (income) expense, net

   $ (37,365 )   $ 4,201  
                

Gross interest income more than doubled due to increases in average cash equivalents and short-term investments and, to a lesser extent, due to increases in average interest rates. Gross interest expense increased approximately 10% primarily due to increased average interest rates.

MINORITY INTERESTS

Minority interests represent the income attributable to the minority partners of Nucor’s joint venture, Nucor-Yamato Steel Company. Income attributable to minority interests almost doubled from $110.7 million in 2005 to $219.1 million in 2006. Cash distributions to minority interests increased from $89.9 million in 2005 to $174.7 million in 2006. Under the partnership agreement, the minimum amount of cash to be distributed each year to the partners of Nucor-Yamato Steel Company is the amount needed by each partner to pay applicable U.S. federal and state income taxes. In some years the amount of cash distributed to minority interests exceeds amounts allocated to minority interests based on mutual agreement of the general partners; however, the cumulative amount of cash distributed to partners is less than the cumulative net earnings of the partnership.

OTHER INCOME

In 2005, Nucor received $9.2 million in settlement of claims against third parties related to environmental matters (none in 2006). Nucor has made claims for reimbursement of additional amounts. No amounts have been recorded for such reimbursements, if any, that may be received.

LOGO

PROVISION FOR IN COME TAXES

Nucor had an effective tax rate of 34.75% in 2006 compared with 35.02% in 2005. In 2006, the Internal Revenue Service completed its examination of our 2002 through 2004 tax returns. The 2006 tax rate reflects an approximately 0.26% reduction to the federal statutory tax rate as a result of the reevaluation of our liabilities and contingencies in light of the completion of the examination. In 2006, Nucor recorded refundable state income tax credits of $12.6 million ($10.4 million in 2005).

NET EARNINGS AND RETURN ON EQUITY

Net earnings and earnings per share for 2006 increased 33% and 37%, respectively, to a record $1.76 billion and $5.68 per diluted share, compared with $1.32 billion and $4.15 per diluted share in 2005. Net earnings as a percentage of net sales were 11.9% in 2006 compared with 10.4% in 2005. The 37% increase in earnings per share also reflects the effect of repurchasing approximately 11.7 million shares of outstanding common stock during 2006. Return on average stockholders’ equity was 38.3% and 33.8% in 2006 and 2005, respectively.

 

-5-


COMPARISON OF 2005 TO 2004

NET SALES

Net sales increased 12% from $11.38 billion in 2004 to $12.70 billion in 2005. The average sales price per ton increased 4% from $595 in 2004 to $621 in 2005, while total shipments to outside customers increased 7%. In the steel mills segment, net sales to external customers increased 9% from $10.11 billion in 2004 to $11.06 billion in 2005. Approximately 75% of the sales increase was due to higher sales volume resulting from stronger business conditions for bar, plate and structural products, as well as acquisitions made in 2004 and 2005. The remaining 25% of the increase in sales was due to higher average selling prices. Net sales to external customers in the steel products segment were $1.64 billion in 2005 compared with $1.27 billion in 2004, an increase of 29%. Approximately 60% of the increase was due to higher average selling prices and approximately 40% of the increase was due to increased volume, reflecting a stronger non-residential construction market.

In the steel mills segment, total steel shipments, including those to the steel products segment, increased from 19,464,000 tons in 2004 to 20,669,000 tons in 2005, an increase of 6%. Steel sales to outside customers increased 7% to 19,020,000 tons in 2005, compared with 17,787,000 tons in 2004. In the steel products segment, production and shipment volumes increased over the prior year across all major product lines. Steel joist production for 2005 was 554,000 tons, compared with 522,000 tons in the previous year. Steel deck sales were a record 380,000 tons in 2005, compared with 364,000 tons in 2004. Cold finished steel sales were a record 342,000 tons in 2005, compared with 271,000 tons in the previous year, aided by the successful integration of the Fort Howard Steel acquisition.

COST OF PRODUCTS SOLD

The volume of raw materials used increased approximately 5% from 2004 to 2005, consisting of an increase of 4% in the steel mills segment and an increase of 14% in the steel products segment. The average price of raw materials increased approximately 5% from 2004 to 2005. The average price of raw materials in the steel mills segment and the steel products segment increased 3% and 25%, respectively, from 2004 to 2005. The average scrap and scrap substitute cost per ton used in our steel mills segment increased 3% from $238 in 2004 to $244 in 2005.

Nucor incurred a credit to value inventories using the LIFO method of accounting of $151.6 million in 2005, compared with a charge of $375.9 million in 2004.

Total energy costs increased approximately $7 per ton from 2004 to 2005 due to increases of 31% and 19%, respectively, in the prices of natural gas and electricity. Energy costs remained less than 10% of the sales dollar in 2005 and 2004. In 2005, the settlement of natural gas hedging transactions reduced cost of products sold by approximately $12.4 million.

Nucor made approximately $12.2 million in cash payments for remedial efforts and reduced reserves by approximately $9.4 million in 2005 ($0.4 million and $10.0 million, respectively, in 2004). The most significant components of the decreases of reserves in 2005 are related to successful implementation of alternate environmental technologies that achieve full compliance with the agreement between Nucor and the USEPA through minor operational changes. The most significant components of the decreases in 2004 related to an agreement with the USEPA that certain technologies identified in the consent decree are not feasible and a favorable court ruling that implicated additional potentially responsible parties for the cleanup of an off-site waste-recycling facility.

GROSS MARGIN

Gross margins increased slightly from 19% in 2004 to 20% in 2005. In addition to the events and trends discussed above, gross margins improved due to the decrease pre-operating and start-up costs from $28.8 million in 2004 to $14.4 million in 2005. In 2005, these costs primarily related to the relocation and refurbishment of the DRI facility and to the HIsmelt project. In 2004, these costs primarily related to the continuing start-up of the Castrip facility at our sheet mill in Crawfordsville, Indiana. Late in 2004, the Castrip process achieved commercial viability; therefore, the costs associated with this facility were not included in start-up costs in 2005.

MARKETING, ADMINISTRATIVE AND OTHER EXPENSES

Due to the increase in fuel costs, unit freight costs increased 12% from 2004 to 2005. Profit sharing costs, which are based upon and fluctuate with pre-tax earnings, increased approximately 6% from 2004 to 2005. In 2005, profit sharing costs included $206.0 million for contributions to a Profit Sharing and Retirement Savings Plan for qualified employees, compared with $172.3 million in 2004. Profit sharing costs in 2005 and 2004 included an additional $22.6 million and $21.0 million, respectively, in extraordinary bonuses paid to employees for the achievement of record earnings during the year. All employees except for senior officers received a special cash bonus of $2,000 in addition to their regular profit-sharing payments in both 2005 and 2004.

 

-6-


INTEREST (INCOME) EXPENSE

Net interest expense is detailed below:

 

     (in thousands)  

Year Ended December 31,

   2005     2004  

Interest expense

   $ 36,571     $ 29,335  

Interest income

     (32,370 )     (6,983 )
                

Interest expense, net

   $ 4,201     $ 22,352  
                

Gross interest expense increased approximately 25% primarily due to increased average interest rates, accompanied by an increase in average long-term debt. Gross interest income increased more than fourfold due to increases in average cash equivalents and short-term investments and, to a lesser extent, due to increases in average interest rates.

MINORITY INTERESTS

Income attributable to minority interests increased from $80.8 million in 2004 to $110.7 million in 2005. Cash distributions to minority interests increased from $84.9 million in 2004 to $89.9 million in 2005.

OTHER INCOME

In 2005, Nucor received $9.2 million in settlement of claims against third parties related to environmental matters. In 2004, Nucor sold equipment resulting in pre-tax gains of $1.6 million.

PROVISION FOR INCOME TAXES

Nucor had an effective tax rate of 35.02% in 2005 compared with 35.22% in 2004. In both 2005 and 2004, Nucor recorded refundable state income tax credits of $10.4 million.

NET EARNINGS AND RETURN ON EQUITY

Net earnings and earnings per share for 2005 increased 18% and 19%, respectively, to a record $1.32 billion and $4.15 per diluted share, compared with $1.12 billion and $3.50 per diluted share in 2004. Net earnings as a percent of net sales were 10.4% in 2005 compared with 9.8% in 2004. The 19% increase in earnings per share also reflects the effect of repurchasing approximately 11.1 million shares of outstanding common stock during 2005. Return on average stockholders’ equity was 33.8% and 38.2% in 2005 and 2004, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Cash flows provided by operating activities provide us with a significant source of liquidity. When needed, we also have external short-term financing sources available including the issuance of commercial paper and borrowings under our bank credit facilities. We also issue long-term debt from time to time. We have earned long-term debt ratings of A+ by Standard and Poor’s and A1 by Moody’s Investors Services, the highest ratings of any metals and mining company in North America. We believe our strong financial position and our industry-high credit rating provide us with flexibility and significant capacity to obtain additional capital on a cost-effective basis.

We anticipate that cash flows from operations and our existing borrowing capacity will be sufficient to fund expected normal operating costs, working capital, dividends and capital expenditures for our existing facilities. Any future significant acquisitions could require additional financing from external sources.

During 2006, cash and cash equivalents decreased 20% to $785.7 million, short-term investments increased 65% to $1.41 billion, and working capital increased 14% to $3.26 billion. Short-term investments consist solely of variable rate demand notes (“VRDN’s”), which are variable rate bonds tied to short-term interest rates, but with stated maturities on the face of the bonds that exceed 90 days. All VRDN’s in which Nucor invests are secured by direct-pay letters of credit issued by high-credit quality financial institutions. This credit enhancement provides a high degree of security and liquidity to the VRDN’s. Nucor is able to receive a cash payment in the amount of its principal invested and interest accrued on the VRDN’s no later than seven days after notifying the financial institution that it has elected to tender the VRDN’s.

 

-7-


     (in thousands)

December 31,

   2006    2005

Cash and cash equivalents

   $ 785,651    $ 980,150

Short-term investments

     1,410,633      857,360

Working capital

     3,261,148      2,852,993

Current ratio

     3.3      3.3

The current ratio remained flat at 3.3 at December 31, 2006 when compared to December 31, 2005. Approximately $199.6 million and $144.1 million of the cash and cash equivalents position at December 31, 2006 and December 31, 2005, respectively, was held by our 51%-owned joint venture, Nucor-Yamato Steel Company. We have a simple capital structure with no off-balance sheet arrangements or relationships with unconsolidated special purpose entities. Nucor uses derivative financial instruments from time-to-time primarily to manage the exposure to price risk related to natural gas purchases used in the production process and to manage exposure to changes in interest rates on outstanding debt instruments.

OPERATING ACTIVITIES

LOGO

Nucor generated cash provided by operating activities of a record $2.25 billion in 2006 compared with $2.14 billion in 2005, an increase of 5%. This increase was the result of the 33% increase in net earnings and the 98% increase in minority interests, partially offset by changes in operating assets and liabilities (exclusive of acquisitions) that used cash of $84.0 million in 2006 compared with providing cash of $340.8 million in 2005. Inventories increased in 2006 primarily due to higher quantities to support increased sales levels and higher purchase costs. Inventories decreased in 2005 due to reduced inventory levels accompanied by purchase costs declining from the record highs experienced in the fourth quarter of 2004.

INVESTING ACTIVITIES

Our business is capital intensive; therefore, cash used in investing activities represents capital expenditures for new facilities, the expansion and upgrading of existing facilities, and the acquisition of the assets of other companies. Additionally, the cash used in investing activities includes investments in joint ventures and purchases of and proceeds from the sale of short-term investments. Cash used in investing activities decreased to $1.15 billion in 2006 compared with $1.38 billion in 2005, primarily due to a reduction in the net purchases of short-term investments ($553.3 million in 2006 compared with $857.4 million in 2005). Nucor invested $338.4 million in new facilities (exclusive of acquisitions) and expansion or upgrading of existing facilities in 2006 compared with $331.5 million in 2005.

Existing cash and cash equivalents and short-term investments funded the acquisitions of assets of Connecticut Steel and Verco in 2006 and Fort Howard Steel and Marion Steel in 2005. Nucor expects to continue to pursue profitable growth through acquisitions. In January 2007, Nucor commenced a cash tender offer for all of the shares of Harris Steel Group, Inc. for approximately $1.07 billion, which we will fund at closing from existing cash, cash equivalents and short-term investments. We do not expect to incur any additional debt to complete this tender offer. We believe we have the financial ability, however, to borrow significant additional funds to finance future acquisitions and still maintain reasonable leverage.

FINANCING ACTIVITIES

Cash used in financing activities increased to $1.30 billion in 2006 compared with $550.7 million in 2005. In 2006, Nucor increased its base dividend and paid a quarterly supplemental dividend, resulting in dividend payments increasing from $209.8 million in 2005 to $577.8 million in 2006.

During 2006, Nucor repurchased approximately 11.7 million shares of Nucor’s common stock at a cost of approximately $599.4 million under the stock repurchase program. A total of approximately 14.1 million shares remain authorized for repurchase under the current program.

 

-8-


The percentage of long-term debt to total capital (long-term debt plus minority interests plus stockholders’ equity) was 15% and 17% at year-end 2006 and 2005, respectively.

In 2005, Nucor entered into a five-year unsecured revolving credit facility maturing in June 2010 that provides for up to $700.0 million in revolving loans. Up to the equivalent of $600.0 million of the credit facility will be available for foreign currency loans, and up to $450.0 million is available for the issuance of letters of credit. The credit facility may be increased by up to $300.0 million at the election of the Company in accordance with the terms set forth in the credit agreement. No borrowings were outstanding under the credit facility as of December 31, 2006.

MARKET RISK

All of Nucor’s industrial revenue bonds have variable interest rates that are adjusted weekly or annually. These industrial revenue bonds represent 43% of Nucor’s long-term debt outstanding at December 31, 2006. The remaining 57% of Nucor’s long-term debt is at fixed rates. Future changes in interest rates are not expected to significantly impact earnings. From time to time, Nucor makes use of interest rate swaps to manage interest rate risk. As of December 31, 2006, there were no such contracts outstanding. Nucor’s current investment practice is to invest in securities that are highly liquid with short maturities. As a result, we do not expect changes in interest rates to have a significant impact on the value of our investment securities.

Nucor also uses derivative financial instruments from time to time primarily to manage its exposure to price risk related to natural gas purchases used in the production process. Nucor, generally, does not enter into derivative instruments for any purpose other than hedging the cash flows associated with specific volumes of commodities that will be purchased and processed in future periods and hedging the exposures related to changes in the fair value of outstanding fixed rate debt instruments. Nucor recognizes all derivative instruments in the consolidated balance sheets at fair value.

Nucor has ventures in Brazil and Australia that are in the early stages of operations and owns the DRI facility in Trinidad. Accordingly, Nucor is exposed to the effects of currency fluctuations in those countries. As a result of the pending acquisition of Harris Steel, in 2007 Nucor has exposure to Canadian currency fluctuations. Nucor hedged a portion of this exposure in January 2007 in anticipation of the closing of this transaction in the first quarter. Nucor has not hedged any other foreign currency exposures.

CONTRACTUAL OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS

The following table sets forth our contractual obligations and other commercial commitments as of December 31, 2006 for the periods presented.

 

     (in thousands)
     Payments Due By Period

Contractual Obligations

   Total    2007    2008 - 2009    2010 -2011    2012 and thereafter

Long-term debt

   $ 922,300    $ —      $ 180,400    $ —      $ 741,900

Estimated interest on long-term debt (1)

     482,270      42,431      74,279      63,462      302,098

Operating leases

     11,990      2,289      1,764      809      7,128

Raw material purchase commitments (2)

     2,574,150      788,644      639,420      599,236      546,850

Utility purchase commitments (2)

     1,100,995      239,393      197,911      107,055      556,636

Other unconditional purchase obligations (3)

     245,845      155,010      90,828      7      —  

Other long-term obligations (4)

     188,759      77,416      26,884      2,447      82,012
                                  

Total contractual obligations

   $ 5,526,309    $ 1,305,183    $ 1,211,486    $ 773,016    $ 2,236,624
                                  

(1) Interest is estimated using applicable rates at December 31, 2006 for Nucor’s outstanding fixed and variable rate debt.
(2) Nucor enters into contracts for the purchase of scrap and scrap substitutes, iron-ore, electricity, natural gas and other raw materials and related services. These contracts include multi-year commitments and minimum annual purchase requirements and are valued at prices in effect on December 31, 2006, or according to the contract language. These contracts are part of normal operations and are reflected in historical operating cash flow trends. We do not believe such commitments will adversely affect our liquidity position. Approximately $985.7 million of these agreements are with an entity that is the majority investor in one of Nucor’s equity investments.
(3) Purchase obligations include commitments for capital expenditures on operating machinery and equipment.
(4) Other long-term obligations include amounts associated with Nucor’s early retiree medical benefits and management compensation.

 

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DIVIDENDS

Nucor has increased its cash dividend every year since it began paying dividends in 1973. In 2006, in addition to raising the base dividend by 33%, the board of directors doubled the supplemental dividend based on Nucor’s continued strong performance. Nucor paid dividends of $1.88 per share in 2006 compared with $0.67 per share in 2005. In February 2007, the board of directors announced a 10% increase in the base dividend to $0.11 per share and announced the continuation of the $0.50 per share supplemental dividend, resulting in an annualized dividend rate of $2.44 per share. The supplemental dividend of $0.50 per share represents a portion of a total supplemental dividend estimated to be $2.00 per share to be paid over the next four quarterly dividend payments. The payment of any future supplemental dividends will depend upon many factors, including Nucor’s earnings, cash flows and financial position. Nucor’s dividends paid to stockholders have increased more than nine-fold since 2003: $62 million paid in 2003, $70 million paid in 2004, $210 million paid in 2005, and $578 million paid in 2006.

OUTLOOK

Our objective is to maintain a strong balance sheet while pursuing profitable growth. We expect to expand Nucor’s platform for generating earnings through greenfield construction utilizing advantageous new technologies, expansions at our existing steel mills, future acquisitions and global growth through joint ventures that leverage new technologies.

Capital expenditures are currently projected to be approximately $940 million in 2007, more than two-and-a-half times our capital expenditures in 2006. Nucor continues to invest capital in our core operations to keep them state-of-the-art and globally competitive.

In the steel mills segment, total steel production is anticipated to increase over the next several years from the record 22,382,000 tons produced in 2006. Our current estimated annual capacity is approximately 25,300,000 tons, and additional capacity may be obtained through upgrading existing facilities as well as through acquisitions. Approximately $500 million of the 2007 capital spending is allocated to our greenfield projects, including significant projects in the steel mills segment such as the SBQ steel mill in Memphis, Tennessee; the Castrip facility in Blytheville, Arkansas; and the sheet steel galvanizing facility at our mill in Decatur, Alabama.

Our growth strategy has also expanded our participation in attractive downstream steel products businesses. Our value-added steel products provide a valuable base load of volume for our steel mills and are less vulnerable to competition from imports. We anticipate that the continued improvement in non-residential building will increase sales and the volume guaranteed by Vulcraft and Nucor Building Systems in 2007. With the 2005 purchase of our Wisconsin cold finished bar plant, Nucor became the largest U.S. producer of cold finished bars. Our acquisition of Verco has enhanced our market leadership in the steel decking market. The addition of our fourth metal building systems plant in Brigham City, Utah, gives us a national presence as we execute our strategy to grow profitable market share in this industry.

The acquisition of Harris Steel, which will be Nucor’s largest acquisition to date, is expected to close in the first quarter of 2007, upon acceptance by the shareholders of Harris Steel and satisfactory resolution of regulatory approvals. Harris Steel, which will operate as a subsidiary of Nucor, manufactures and places reinforcing products, and manufactures industrial products principally in the United States and Canada. Harris Steel also participates in steel trading on a worldwide basis, and in the distribution of reinforcing steel and related products to U.S. customers. This acquisition will be a major step in advancing Nucor’s vertical integration strategy. Nucor is the largest producer of rebar in North America. With this acquisition, Nucor will become the third largest rebar fabricator in North America. Under Nucor’s ownership, Harris Steel will be able to accelerate its highly successful growth strategy in rebar fabrication through acquisitions and greenfield facilities. In addition to rebar fabrication, this acquisition will enable us to grow our cold finished bar market leadership position and bring us greater geographic reach into Canada.

We expect that demand in non-residential construction will remain healthy in 2007. Nucor continues to benefit from product line diversification. We have recently announced price increases for many of our products. Excess inventory levels at service centers and OEM’s should continue to decline. We expect steel inventories to be at more normal levels by the end of the first quarter; however, this change will depend on continued strong end-use demand and a decrease in imports from the record levels of 2006.

We recognize that uncertainty in external factors such as raw materials costs, availability and cost of electricity and natural gas, the growth rate of the economy, the level of imports and consolidation in the industry will have a significant impact on our results. In 2007, we will continue working towards our goal of controlling approximately six to seven million tons of our supply of

 

-10-


high-quality scrap substitutes. Our raw materials strategy is driven by Nucor’s ongoing expansion of our steel product portfolio into higher quality grades. We will continue our defense of fair trade and will continue to point out examples of unfair trade policies and practices until they are fixed. We will continue to pursue strategic acquisitions that expand our platform for generating earnings and attractive returns on our stockholders’ capital. While we cannot control these outside forces, Nucor will continue to be at the forefront of anticipating and addressing the issues that this uncertainty in external factors raises for us and other steel producers.

 


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

REVENUE RECOGNITION

We recognize revenue when products are shipped, which represents when title and risk of loss have passed to the customer.

ALLOWANCES FOR DOUBTFUL ACCOUNTS

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

INVENTORIES

Inventories are stated at the lower of cost or market. The cost of most inventories is measured on the last in, first out (“LIFO”) method of accounting. The LIFO method allocates the most recent costs to cost of products sold, thereby recognizing into operating results fluctuations in raw material, energy and other capitalizable costs more quickly than other methods. The cost of other inventories is determined on the first-in, first-out (“FIFO”) method.

ASSET IMPAIRMENTS

We evaluate the impairment of our property, plant and equipment on an individual asset basis or by logical groupings of assets. Asset impairments are recognized whenever changes in circumstances indicate that the carrying amounts of those productive assets exceed their projected undiscounted cash flows. When it is determined that an impairment exists, the related assets are written down to estimated fair market value.

GOODWILL AND OTHER INTANGIBLES

Goodwill is the excess of cost over the fair value of net assets of businesses acquired. Goodwill, which is included in other assets, is not amortized but is evaluated annually for impairment or if circumstances indicate a possible impairment may exist. Intangible assets that do not have indefinite lives are amortized over their useful lives and are annually reviewed for impairment.

ENVIRONMENTAL REMEDIATION

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

 

-11-


INCOME TAXES

We account for income taxes in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes.” We estimate our actual current tax expense and assess temporary differences that exist due to differing treatments of items for tax and financial statement purposes. These differences result in the recognition of deferred tax assets and liabilities. The deferred tax assets and liabilities are measured using tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period in which the change is enacted. We assess the realizability of deferred tax assets on an ongoing basis by considering whether it is more likely than not that some portion of the deferred tax assets will not be realized. If it is more likely than not, in our judgment, that the deferred tax assets will not be realized, we provide a valuation allowance.

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (“FASB”) has issued 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 of Income Taxes.” 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. The provisions of this Interpretation are effective for Nucor beginning on January 1, 2007. Management does not expect the adoption of FIN 48 to have a material impact on Nucor’s consolidated financial position and results of operations.

The FASB has issued Statement No. 157, “Fair Value Measurements” (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for Nucor in 2008. Management is currently evaluating the impact, if any, of this statement.

 

-12-

Consolidated Financial Statements

Exhibit 99.3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 


PricewaterhouseCoopers LLP

To the Stockholders and Board of Directors

Nucor Corporation:

We have completed integrated audits of Nucor Corporation’s consolidated financial statements and of its internal control over financial reporting as of December 31, 2006, in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

CONSOLIDATED FINANCIAL STATEMENTS

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Nucor Corporation and its subsidiaries at December 31, 2006 and December 31, 2005, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 1 to the consolidated financial statements, Nucor Corporation changed the manner in which it accounts for planned major maintenance activities.

INTERNAL CONTROL OVER FINANCIAL REPORTING

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting, that the Company maintained effective internal control over financial reporting as of December 31, 2006 based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control—Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

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

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


LOGO

Charlotte, North Carolina

February 27, 2007, except for the impact of reflecting the retroactive application of the change in accounting for planned major maintenance activities as discussed in Notes 1 and 19 which are as of November 9, 2007


CONSOLIDATED STATEMENTS OF EARNINGS

 

CONSOLIDATED STATEMENTS OF EARNINGS

   (in thousands, except per share data)  

Year Ended December 31,

   2006     2005     2004  

NET SALES

   $ 14,751,270     $ 12,700,999     $ 11,376,828  
                        

COSTS, EXPENSES AND OTHER:

      

Cost of products sold

     11,284,606       10,108,805       9,174,611  

Marketing, administrative and other expenses

     592,473       459,460       374,730  

Interest (income) expense, net (Note 15)

     (37,365 )     4,201       22,352  

Minority interests

     219,121       110,650       80,840  

Other income (Note 16)

     —         (9,200 )     (1,596 )
                        
     12,058,835       10,673,916       9,650,937  
                        

EARNINGS BEFORE INCOME TAXES

     2,692,435       2,027,083       1,725,891  

PROVISION FOR INCOME TAXES (Note 17)

     935,653       709,834       607,906  
                        

NET EARNINGS

   $ 1,756,782     $ 1,317,249     $ 1,117,985  
                        

NET EARNINGS PER SHARE (Note 18):

      

Basic (1)

   $ 5.73     $ 4.19     $ 3.53  
                        

Diluted (1)

   $ 5.68     $ 4.15     $ 3.50  
                        

(1) Adjusted for the stock split effective May 2006. See Note 1.

See notes to consolidated financial statements.

 

-3-


CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY    (in thousands, except per share data)  
     COMMON STOCK   

ADDITION

ALL
PAID-IN
CAPITAL

    RETAINED
EARNINGS
    UNEARNED
COMPENSATION
   

ACCUMULATED
OTHER

COMPREHENSIVE
INCOME (LOSS)

   

TREASURY

STOCK

(AT COST)

   

TOTAL

STOCKHOLDERS’
EQUITY

 
     Shares    Amount                            Shares     Amount        

BALANCES, December 31, 2003

   91,067    $ 36,427    $ 117,399     $ 2,670,504     $ —       $ —       12,477     $ (453,457 )   $ 2,370,873  
                                                                  

Comprehensive income:

                    

Net earnings in 2004

             1,117,985               1,117,985  

Net unrealized loss on hedging derivatives, net of income taxes

                 (1,177 )         (1,177 )
                          

Total comprehensive income

                       1,116,808  

Stock options exercised

   1,333      533      54,685                 55,218  

Issuance of stock under award plans, net of forfeitures

           11,915         (592 )     (43 )     1,497       12,820  

Amortization of unearned compensation

               200             200  

2-for-1 stock split

   91,983      36,793      (36,793 )         12,437         —    

Cash dividends ($0.24 (1) per share)

             (74,638 )             (74,638 )
                                                                  

BALANCES, December 31, 2004

   184,383      73,753      147,206       3,713,851       (392 )     (1,177 )   24,871       (451,960 )     3,481,281  
                                                                  

Comprehensive income:

                    

Net earnings in 2005

             1,317,249               1,317,249  

Net unrealized gain on hedging derivatives, net of income taxes

                 55,842           55,842  

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

                 (8,065 )         (8,065 )
                          

Total comprehensive income

                       1,365,026  

Stock options exercised

   916      367      26,709                 27,076  

Issuance of stock under award plans, net of forfeitures

           17,935         (5,095 )     (249 )     4,598       17,438  

Amortization of unearned compensation

               2,200             2,200  

Treasury stock acquired

                 5,567       (291,244 )     (291,244 )

Cash dividends ($0.93 (1) per share)

             (289,728 )             (289,728 )
                                                                  

BALANCES, December 31, 2005

   185,299      74,120      191,850       4,741,372       (3,287 )     46,600     30,189       (738,606 )     4,312,049  
                                                                  

Comprehensive income:

                    

Net earnings in 2006

             1,756,782               1,756,782  

Net unrealized loss on hedging derivatives, net of income taxes

                 (57,900 )         (57,900 )

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

                 4,400           4,400  

Foreign currency translation gain, net of income taxes

                 11,370           11,370  
                          

Total comprehensive income

                       1,714,652  

Stock options exercised

   1,253      500      36,731                 37,231  

Issuance of stock under award plans, net of forfeitures

   15      6      37,442         3,287       (262 )     6,317       47,052  

Amortization of unearned compensation

           3,900                 3,900  

Treasury stock acquired

                 11,248       (599,446 )     (599,446 )

2-for-1 stock split

   185,949      74,380      (74,380 )         30,392         —    

Cash dividends ($2.15 (1) per share)

             (658,087 )             (658,087 )
                                                                  

BALANCES, December 31, 2006

   372,516    $ 149,006    $ 195,543     $ 5,840,067     $ —       $ 4,470     71,567     $ (1,331,735 )   $ 4,857,351  
                                                                  

(1) Adjusted for stock split effective May 2006. See Note 1.

See notes to consolidated financial statements.

 

-4-


CONSOLIDATED BALANCE SHEETS

 

CONSOLIDATED BALANCE SHEETS

   (in thousands)  

December 31,

   2006     2005  

ASSETS

    

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 785,651     $ 980,150  

Short-term investments (Note 3)

     1,410,633       857,360  

Accounts receivable, net (Note 4)

     1,067,322       1,000,629  

Inventories (Note 5)

     1,141,194       945,054  

Other current assets (Notes 12, 17 and 20)

     278,265       298,418  
                

Total current assets

     4,683,065       4,081,611  

PROPERTY, PLANT AND EQUIPMENT, NET (Note 6)

     2,856,415       2,855,717  

OTHER ASSETS (Notes 1, 7, 12 and 20)

     353,538       211,517  
                

TOTAL ASSETS

   $ 7,893,018     $ 7,148,845  
                

LIABILITIES AND STOCKHOLDERS’ EQUITY

    

CURRENT LIABILITIES:

    

Long-term debt due within one year (Note 9)

   $ —       $ 1,250  

Accounts payable (Note 8)

     516,640       501,624  

Salaries, wages and related accruals (Notes 10 and 14)

     455,051       368,568  

Accrued expenses and other current liabilities (Notes 8, 12 and 13)

     450,226       357,176  
                

Total current liabilities

     1,421,917       1,228,618  
                

LONG-TERM DEBT DUE AFTER ONE YEAR (Note 9)

     922,300       922,300  
                

DEFERRED CREDITS AND OTHER LIABILITIES (Notes 10, 12, 13, 14 and 17)

     448,084       486,910  
                

MINORITY INTERESTS

     243,366       198,968  
                

COMMITMENTS AND CONTINGENCIES (Notes 5 and 13)

    

STOCKHOLDERS’ EQUITY (Note 10):

    

Common stock

     149,006       74,120  

Additional paid-in capital

     195,543       191,850  

Retained earnings

     5,840,067       4,741,372  

Unearned compensation

     —         (3,287 )

Accumulated other comprehensive income, net of income taxes (Note 12)

     4,470       46,600  
                
     6,189,086       5,050,655  

Treasury stock

     (1,331,735 )     (738,606 )
                

Total stockholders’ equity

     4,857,351       4,312,049  
                

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 7,893,018     $ 7,148,845  
                

See notes to consolidated financial statements.

 

-5-


CONSOLIDATED STATEMENTS OF CASH FLOWS

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

   (in thousands)  

Year Ended December 31,

   2006     2005     2004  

OPERATING ACTIVITIES

      

Net earnings

   $ 1,756,782     $ 1,317,249     $ 1,117,985  

Adjustments:

      

Depreciation

     363,936       375,054       383,305  

Impairment of assets

     —         —         13,200  

Stock-based compensation

     40,106       16,791       18,581  

Deferred income taxes

     (39,394 )     (25,629 )     4,808  

Minority interests

     219,107       110,639       80,838  

Settlement of natural gas hedges

     (6,793 )     12,365       —    

Changes in assests and liabilities (exclusive of acquisitions):

      

Accounts receivable

     (33,878 )     (19,425 )     (354,897 )

Inventories

     (143,971 )     337,862       (635,641 )

Accounts payable

     (8,517 )     17,259       130,604  

Federal income taxes

     (7,233 )     (68,331 )     35,403  

Salaries, wages and related accruals

     86,475       39,869       219,885  

Other

     24,613       22,912       10,685  
                        

Cash provided by operating activities

     2,251,233       2,136,615       1,024,756  
                        

INVESTING ACTIVITIES

      

Capital expenditures

     (338,404 )     (331,466 )     (285,925 )

Investment in affiliates

     (34,324 )     (41,903 )     (82,458 )

Disposition of plant and equipment

     2,177       752       3,094  

Acquisitions (net of cash acquired)

     (223,920 )     (154,864 )     (169,646 )

Purchases of short-term investments

     (1,082,378 )     (919,950 )     —    

Proceeds from the sale of short-term investments

     529,105       62,590       —    
                        

Cash used in investing activities

     (1,147,744 )     (1,384,841 )     (534,935 )
                        

FINANCING ACTIVITIES

      

Proceeds from long-term debt

     —         —         20,000  

Repayment of long-term debt

     (1,250 )     —         —    

Issuance of common stock

     37,233       40,209       68,630  

Excess tax benefits from stock-based compensation

     18,000       —         —    

Distributions to minority interests

     (174,709 )     (89,886 )     (84,858 )

Cash dividends

     (577,816 )     (209,752 )     (69,676 )

Acquisition of treasury stock

     (599,446 )     (291,244 )     —    

Termination of interest rate swap agreement

     —         —         4,800  
                        

Cash used in financing activities

     (1,297,988 )     (550,673 )     (61,104 )
                        

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

     (194,499 )     201,101       428,717  

CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR

     980,150       779,049       350,332  
                        

CASH AND CASH EQUIVALENTS – END OF YEAR

   $ 785,651     $ 980,150     $ 779,049  
                        

See notes to consolidated financial statements.

 

-6-


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2006, 2005 AND 2004

 


1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION:

NATURE OF OPERATIONS Nucor is principally a domestic manufacturer of steel and steel products whose customers are located primarily in the United States of America.

PRINCIPLES OF CONSOLIDATION The consolidated financial statements include Nucor and its controlled subsidiaries, including Nucor-Yamato Steel Company, a limited partnership of which Nucor owns 51%. Investments in joint ventures in which Nucor shares control over the financial and operating decisions but in which Nucor is not the primary beneficiary are accounted for under the equity method. All significant intercompany transactions are eliminated.

Distributions are made to minority interest partners in Nucor-Yamato Steel Company in accordance with the limited partnership agreement by mutual agreement of the general partners. At a minimum, sufficient cash is distributed so that each partner may pay applicable U.S. federal and state income taxes payable.

Other assets includes $184.5 million at December 31, 2006 ($161.0 million at December 31, 2005) of equity investments in less than 50%-owned domestic and foreign affiliated companies. The results of these investments are included in marketing, administrative and other expenses and are immaterial for all periods presented. Nucor periodically evaluates its equity investments for potential impairment resulting from declines in value considered to be other than temporary.

ADJUSTMENT TO FINANCIAL STATEMENTS: Effective January 1, 2007, Nucor adopted the Financial Accounting Standards Board (“FASB”) Staff Position AUG AIR-1, “Accounting for Planned Major Maintenance Activities,” which 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 major maintenance projects. Nucor has adjusted its 2004, 2005 and 2006 financial statements to reflect the deferral method of accounting for planned major maintenance activities. The effects of this adjustment on our financial statements are as follows (in thousands, except for per share amounts):

 

     Consolidated Balance Sheet
     As of December 31, 2006    As of December 31, 2005
     As
Previously
Reported
   Adjustments    

As

Adjusted

   As
Previously
Reported
   Adjustments    

As

Adjusted

Other current assets

   $ 270,236    $ 8,029     $ 278,265    $ 288,360    $ 10,058     $ 298,418

Accrued expenses and other current liabilities

     478,337      (28,111 )     450,226      384,257      (27,081 )     357,176

Minority interests

     238,588      4,778       243,366      194,090      4,878       198,968

Retained earnings

     5,808,705      31,362       5,840,067      4,709,111      32,261       4,741,372

 

     Consolidated Statements of Earnings
     Year Ended December 31, 2006    Year Ended December 31, 2005    Year Ended December 31, 2004
    

As

Previously
Reported

   Adjustments    

As

Adjusted

  

As

Previously
Reported

   Adjustments    

As

Adjusted

  

As

Previously
Reported

   Adjustments    

As

Adjusted

Cost of products sold

   $ 11,283,123    $ 1,483     $ 11,284,606    $ 10,119,496    $ (10,691 )   $ 10,108,805    $ 9,169,172    $ 5,439     $ 9,174,611

Minority interests

     219,221      (100 )     219,121      110,674      (24 )     110,650      80,894      (54 )     80,840

Earnings before income taxes

     2,693,818      (1,383 )     2,692,435      2,016,368      10,715       2,027,083      1,731,276      (5,385 )     1,725,891

Provision for income taxes

     936,137      (484 )     935,653      706,084      3,750       709,834      609,791      (1,885 )     607,906

Net earnings

     1,757,681      (899 )     1,756,782      1,310,284      6,965       1,317,249      1,121,485      (3,500 )     1,117,985

Net earnings per share:

                       

Basic

     5.73      (0.00 )     5.73      4.17      0.02       4.19      3.54      (0.01 )     3.53

Diluted

     5.68      (0.00 )     5.68      4.13      0.02       4.15      3.51      (0.01 )     3.50

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

 

-7-


STOCK SPLIT In May 2006, Nucor’s board of directors approved a two-for-one stock split of common stock. As a result, stockholders of record received one additional share on May 31, 2006 for each share held as of the record date of May 19, 2006. The post-split par value of a share of Nucor’s common stock remains $0.40 per share. All share and per share amounts have been restated to reflect the two-for-one stock split, except for the statements of stockholders’ equity, which reflect the stock split by reclassifying from additional paid-in capital to common stock an amount equal to the par value of the additional shares issued to effect the stock split as of the date of the stock split.

USE OF ESTIMATES The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

RECLASSIFICATIONS Certain amounts for prior years have been reclassified to conform to the 2006 presentation.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

CASH AND CASH EQUIVALENTS Cash and cash equivalents are recorded at cost plus accrued interest, which approximates market, and have original maturities of three months or less at the date of purchase. Cash and cash equivalents are maintained primarily with a few high-credit quality financial institutions.

SHORT-TERM INVESTMENTS Short-term investments are recorded at cost plus accrued interest, which approximates market. Unrealized gains and losses on investments classified as available-for-sale are recorded as a component of accumulated other comprehensive income. Management determines the appropriate classification of its investments at the time of purchase and reevaluates such determination at each balance sheet date. The Company periodically reviews its investments for impairment and adjusts these investments to their fair value when a decline in market value is deemed to be other than temporary.

INVENTORIES VALUATION Inventories are stated at the lower of cost or market. Cost is determined principally using the last-in, first out (LIFO) method of accounting. Cost of other inventories is determined on the first-in, first-out (FIFO) method.

PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets. The costs of planned major maintenance activities are capitalized and amortized over the period until the next scheduled major maintenance activity. All other repairs and maintenance activities are expensed when incurred. Impairments of long-lived assets are recognized whenever changes in circumstances indicate that the carrying amount of those productive assets exceeds their projected undiscounted cash flows. When it is determined that an impairment exists, the related assets are written down to estimated fair market value.

GOODWILL AND OTHER INTANGIBLES Goodwill is the excess of cost over the fair value of net assets of businesses acquired. Goodwill, which is included in other assets, is not amortized but is evaluated annually for impairment or if circumstances indicate a possible impairment may exist. Intangible assets that do not have indefinite lives are amortized over their useful lives and are annually reviewed for impairment.

DERIVATIVE FINANCIAL INSTRUMENTS Nucor uses derivative financial instruments from time-to-time primarily to partially manage its exposure to price risk related to natural gas purchases used in the production process and to partially manage its exposure to changes in interest rates on outstanding debt instruments. Nucor, generally, does not enter into derivative instruments for any purpose other than hedging the cash flows associated with specific volumes of commodities that will be purchased and processed in future periods, and hedging the exposure related to changes in the fair value of outstanding fixed rate debt instruments.

REVENUE RECOGNITION Nucor recognizes revenue when products are shipped, which represents when title and risk of loss have passed to the customer.

FREIGHT COSTS Internal fleet and some common carrier costs are included in marketing, administrative and other expenses. These costs included in marketing, administrative and other expenses were $73.7 million in 2006 ($67.1 million in 2005 and $55.6 million in 2004). All other freight costs are included in cost of products sold.

INCOME TAXES Deferred taxes are provided on temporary differences between assets and liabilities for financial reporting and tax purposes as measured by enacted tax rates expected to apply when temporary differences are settled or realized. A valuation allowance is established for deferred tax assets for which realization is not likely.

 

-8-


STOCK-BASED COMPENSATION Effective January 1, 2006, Nucor adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R), “Share-Based Payment,” applying the modified prospective approach. As a result, the Company began to recognize the cost of stock-based compensation as an expense using fair value measurement methods.

Through 2005, Nucor accounted for stock-based compensation plans under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees,” and related Interpretations. Accordingly, no compensation expense was recorded, other than for restricted stock grants, since the exercise price of the stock options was equal to the market price of Nucor’s common stock on the grant date. The following presents pro-forma net earnings and per share data as if a fair value based method had been used to account for stock-based compensation in 2005 and 2004:

 

     (in thousands, except per share data)  

Year Ended December 31,

   2005     2004  

Net earnings – as reported

   $ 1,317,249     $ 1,117,985  

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

     12,717       12,017  

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

     (21,305 )     (18,296 )
                

Net earnings – pro forma

   $ 1,308,661     $ 1,111,706  
                

Net earnings per share – as reported:

    

Basic

   $ 4.19     $ 3.53  

Diluted

     4.15       3.50  

Net earnings per share – pro forma:

    

Basic

     4.16       3.51  

Diluted

     4.13       3.48  

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

COMPREHENSIVE INCOME (LOSS) Nucor reports comprehensive income (loss) in its consolidated statement of stockholders’ equity. Comprehensive income (loss) consists of net income and other gains and losses affecting stockholders’ equity that, under United States generally accepted accounting principles, are excluded from net income, such as gains and losses related to certain derivative instruments, which are presented net of tax. Additionally, the translation effect of foreign currency assets and liabilities of non-U.S. entities are presented net of tax as earnings of foreign operations are not considered indefinitely reinvested.

FOREIGN CURRENCY TRANSLATION For Nucor’s legal entities where the functional currency is other than the U.S. dollar, assets and liabilities have been translated at year-end exchange rates, and income and expenses translated using average exchange rates for the respective periods. Adjustments resulting from the process of translating an entity’s financial statements into the U.S. dollar have been recorded in accumulated other comprehensive income and are included in net earnings only upon sale or liquidation of the underlying investments. Foreign currency transaction gains and losses are included in operations in the period they occur.

RECENT ACCOUNTING PRONOUNCEMENTS In June 2006, the Financial Accounting Standards Board (“FASB”) issued 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

 

-9-


Statement No. 109, “Accounting of Income Taxes.” 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. The provisions of this Interpretation are effective for Nucor beginning on January 1, 2007. Management does not expect the adoption of FIN 48 to have a material impact on Nucor’s consolidated financial position and results of operations.

In September 2006, the FASB issued Statement No. 157, “Fair Value Measurements” (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value measurements. The provisions of SFAS No. 157 are effective for Nucor in 2008. Management is currently evaluating the impact, if any, of this statement.

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, but with stated maturities on the face of the bonds that exceed 90 days. 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. VRDN’s trade at par value, therefore, no realized or unrealized gains or losses were incurred. Aggregate contractual maturities of the Company’s short-term investments are $17.8 million in 2009, $102.7 million in 2015 and $1.29 billion in 2021 and thereafter.

4. ACCOUNTS RECEIVABLE:

An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of our customers to make required payments. Accounts receivable are stated net of the allowance for doubtful accounts of $38.0 million at December 31, 2006 ($39.2 million at December 31, 2005 and $40.4 million at December 31, 2004).

5. INVENTORIES:

Inventories consist of approximately 48% raw materials and supplies and 52% finished and semi-finished products at December 31, 2006 (50% and 50%, respectively, at December 31, 2005). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.

Inventories valued using the last-in, first-out (LIFO) method of accounting represent approximately 63% of total inventories at December 31, 2006 (68% at December 31, 2005). If the first-in, first-out (FIFO) method of accounting had been used, inventories would have been $387.2 million higher at December 31, 2006 ($381.9 million higher at December 31, 2005). Use of the lower of cost or market reduced inventories by $0.4 million at December 31, 2006 ($1.2 million at December 31, 2005).

Nucor has entered into supply agreements for certain raw materials, utilities and other items in the ordinary course of business. These agreements extend into 2028 and total approximately $3.68 billion at December 31, 2006. Approximately $985.7 million of these agreements are with an entity that is the majority investor in one of Nucor’s equity investments.

 

-10-


6. PROPERTY, PLANT AND EQUIPMENT:

 

     (in thousands)

December 31,

   2006    2005

Land and improvements

   $ 170,259    $ 146,471

Buildings and improvements

     520,930      500,526

Machinery and equipment

     5,592,077      5,183,241

Construction in process and equipment deposits

     110,190      226,698
             
     6,393,456      6,056,936

Less accumulated depreciation

     3,537,041      3,201,219
             
   $ 2,856,415    $ 2,855,717
             

The estimated useful lives range from 10 to 20 years for buildings and land improvements and range from 3 to 12 years for machinery and equipment.

7. GOODWILL:

The change in the net carrying amount of goodwill for the years ended December 31, 2006 and 2005 by segment is as follows:

 

     (in thousands)
     Steel Mills    Steel Products    Total

Balances, December 31, 2004

   $ —      $ 6,599    $ 6,599

Acquisitions

     2,007      8,414      10,421
                    

Balances, December 31, 2005

     2,007      15,013      17,020

Acquisitions

     —        126,245      126,245
                    

Balances, December 31, 2006

   $ 2,007    $ 141,258    $ 143,265
                    

Goodwill resulting from the acquisition of Verco Manufacturing Company accounts for the majority of the increase in goodwill in the current year and is presented based upon Nucor’s preliminary purchase price allocation.

8. CURRENT LIABILITIES:

Drafts payable, included in accounts payable in the balance sheet, was $74.7 million at December 31, 2006 ($76.3 million at December 31, 2005).

Dividends payable, included in accrued expenses and other current liabilities in the balance sheet, was $181.2 million at December 31, 2006 ($100.9 million at December 31, 2005).

9. LONG-TERM DEBT AND FINANCING ARRANGEMENTS:

 

     (in thousands)  

December 31,

   2006    2005  

Industrial revenue bonds:

     

3.71% to 3.90%, variable, due from 2009 to 2038

   $ 397,300    $ 398,550  

Notes, 6%, due 2009

     175,000      175,000  

Notes, 4.875%, due 2012

     350,000      350,000  
               
     922,300      923,550  

Less current maturities

     —        (1,250 )
               
   $ 922,300    $ 922,300  
               

 

-11-


In 2005, Nucor entered into a five-year unsecured revolving credit facility maturing in June 2010 that provides for up to $700.0 million in revolving loans. Up to the equivalent of $600.0 million of the credit facility is available for foreign currency loans, and up to $450.0 million is available for the issuance of letters of credit. The credit facility may be increased by up to $300.0 million at the election of the Company in accordance with the terms set forth in the credit agreement. No borrowings were outstanding under the credit facility as of December 31, 2006. The credit facility provides for grid-based interest pricing based upon the credit rating of Nucor’s senior unsecured long-term debt and, alternatively, interest rates quoted by lenders in connection with competitive bidding. The credit facility includes customary financial and other covenants, including a limit on the ratio of debt to total capital of 60%, a limit on Nucor’s ability to pledge the Company’s assets, and a limit on consolidations, mergers and sales of assets.

Annual aggregate long-term debt maturities are: none in 2007; none in 2008; $180.4 million in 2009; none in 2010; and $741.9 million thereafter.

The fair value of Nucor’s long-term debt approximates the carrying value.

10. CAPITAL STOCK:

In May 2006, Nucor’s stockholders approved an amendment to Nucor’s Articles of Incorporation, increasing the number of shares of common stock that Nucor is authorized to issue to 800 million. The par value of Nucor’s common stock remains $0.40 per share. In addition, 250,000 shares of preferred stock, par value of $4.00 per share, are authorized, with preferences, rights and restrictions as may be fixed by Nucor’s board of directors. There are no shares of preferred stock issued or outstanding.

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 value on the date of the grant. Outstanding options are exercisable six months after grant date and have a term of seven years. Nucor did not grant any options during 2006 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 is as follows:

 

     (shares in thousands)

Year Ended December 31,

   2006    2005    2004
     Shares     Weighted Average
Exercise Price
   Shares     Weighted Average
Exercise Price
   Shares     Weighted Average
Exercise Price

Number of shares under option:

              

Outstanding at beginning of year

   4,366     $ 19.93    4,672     $ 14.68    6,847     $ 12.02

Granted

   —         —      1,553       29.75    2,367       17.82

Exercised

   (1,903 )     19.56    (1,833 )     14.77    (4,499 )     12.27

Canceled

   (2 )     28.86    (26 )     27.71    (43 )     15.63
                                      

Outstanding at end of year

   2,461     $ 20.21    4,366     $ 19.93    4,672     $ 14.68
                                      

Options exercisable at end of year

   2,461     $ 20.21    3,562     $ 17.91    3,574     $ 13.15
                                      

Shares reserved for future grants

        19,068        20,596    
                      

Since Nucor began granting restricted stock units in 2006 in lieu of stock options, the shares reserved for future grants as of December 31, 2006 are reflected in the restricted stock units table located at the end of this note. The total intrinsic value of options (the amount by which the stock price exceeded the exercise price of the option on the date of exercise) that were exercised during 2006 was $56.1 million ($28.9 million in 2005 and $31.7 million in 2004).

 

-12-


The following table summarizes information about stock options outstanding at December 31, 2006:

 

     (shares in thousands)
     Options Outstanding and Exercisable

Range of Exercise Prices

   Number Outstanding
and Exercisable
   Weighted
Average Remaining
Contractual Life
   Weighted Average
Exercise Price

$    9.01 – $ 16.00

   846    2.6 years    $ 12.17

    16.01 –    23.00

   744    4.4 years      18.22

    23.01 –    30.00

   476    5.6 years      28.86

    30.01 –    30.73

   395    5.1 years      30.73
                

      9.01 –    30.73

   2,461    4.1 years      20.21
                

The total aggregate intrinsic value of options outstanding and options exercisable as of December 31, 2006 was $84.8 million.

The weighted-average per share fair value of options granted was $9.08 in 2005 and $4.05 in 2004 (none granted in 2006). The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model with the following assumptions (expected volatilities are based on historical experience):

 

Year ended December 31,

   2005    2004

Expected dividend yield

   0.98% – 1.04%    1.30% – 1.32%

Expected stock price volatility

   38.42% – 38.43%    29.18% – 31.08%

Risk-free interest rate

   3.76% – 3.80%    2.15% – 2.74%

Expected life of options (in years)

   3.5    3.5

As a result of adopting SFAS No. 123(R) in the first quarter of 2006, $2.5 million of compensation expense was recorded over the remaining vesting period for the unvested portion of previously issued awards that were outstanding at January 1, 2006. Since Nucor did not grant any options in 2006 and since as of March 1, 2006, all outstanding options were vested, no additional compensation expense related to stock options was recorded throughout the remainder of the year.

The amount of cash received from the exercise of stock options totaled $37.2 million in 2006.

RESTRICTED STOCK AWARDS Nucor’s Senior Officers Long-Term Incentive Plan (the “LTIP”) and Annual Incentive Plan (the “AIP”) 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.

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.

 

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A summary of Nucor’s restricted stock activity under the AIP and LTIP is as follows:

 

     (shares in thousands)

Year ended December 31,

   2006    2005    2004
     Shares     Grant Date
Fair Value
   Shares     Grant Date
Fair Value
   Shares     Grant Date
Fair Value

Restricted stock awards and units:

              

Unvested at beginning of year

   408     $ 27.33    76     $ 14.03    —       $ —  

Granted

   588       47.54    585       28.83    103       14.03

Vested

   (436 )     39.26    (253 )     26.79    (27 )     14.03

Canceled

   (7 )     47.54    —         —      —         —  
                                      

Unvested at end of year

   553     $ 39.14    408     $ 27.33    76     $ 14.03
                                      

Shares reserved for future grants

   2,731        3,312        3,897    
                          

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 $23.1 million in 2006 ($16.8 million in 2005 and $18.6 million in 2004). The total fair value of shares vested during 2006 was $20.3 million ($7.5 million in 2005 and $0.5 million in 2004). As of December 31, 2006, unrecognized compensation expense related to non-vested restricted stock was $4.6 million, which is expected to be recognized over a weighted-average period of 1.7 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 commons stock after the termination of the director’s service on the board of directors.

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 2006 is as follows:

 

     (shares in thousands)
     2006
     Shares     Grant Date
Fair Value

Restricted stock units:

    

Unvested at beginning of year

   —       $ —  

Granted

   769       52.64

Vested

   (159 )     52.64

Canceled

   (13 )     52.64
            

Unvested at end of year

   597     $ 52.64
            

Shares reserved for future grants

   18,314    
        

 

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Compensation expense for RSU’s was $14.5 million in 2006 (none in 2005 and 2004). The total fair value of shares vested during 2006 was $8.4 million in 2006 (none in 2005 and 2004). As of December 31, 2006, unrecognized compensation expense related to non-vested RSU’s was $24.4 million, which is expected to be recognized over a weighted-average period of 2.0 years.

11. STOCKHOLDER RIGHTS PLAN:

In 2001, the board of directors adopted a Stockholder Rights Plan (“Plan”) in which one right (“Right”) was distributed as a dividend for each Nucor common share outstanding. The Plan was amended in 2006 to adjust the purchase price of the Rights for stock splits effected since adoption of the Plan. Each Right entitles Nucor common stockholders to purchase, under certain conditions, one five-thousandth of a share of newly authorized Series A Junior Participating Preferred Stock (“Preferred Stock”), with one five-thousandth of a share of Preferred Stock intended to be the economic equivalent of one share of Nucor common stock. Until the occurrence of certain events, the Rights are represented by and traded in tandem with Nucor common stock. Rights will be exercisable only if a person or group acquires beneficial ownership of 15 percent (15%) or more of the Nucor common shares or commences a tender or exchange offer, upon the consummation of which such person or group would beneficially own 15 percent (15%) or more of the common shares. Upon such an event, the Rights enable dilution of the acquiring person’s or group’s interest by providing that other holders of Nucor common stock may purchase, at an exercise price of $150, Nucor common stock, or in the discretion of the board of directors, Preferred Stock, having double the value of such exercise price. Nucor will be entitled to redeem the Rights at $0.001 per Right under certain circumstances set forth in the Plan. The Rights themselves have no voting power and will expire on March 8, 2011, unless earlier exercised, redeemed or exchanged. Each one five-thousandth of a share of Preferred Stock has the same voting rights as one share of Nucor common stock, and each share of Preferred Stock has 5,000 times the voting power of one share of Nucor common stock.

12. DERIVATIVE FINANCIAL INSTRUMENTS:

In accordance with SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” as amended by SFAS No. 138, “Accounting for Certain Derivative Instruments and Certain Hedging Activities,” and SFAS 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities,” Nucor recognizes all derivative instruments, such as natural gas forward purchase contracts and interest rate swaps, in the consolidated balance sheets at fair value. Amounts included in accumulated other comprehensive income related to cash flow hedges are reclassified into earnings when the related derivative instruments settle. Changes in fair value hedges are reported currently in earnings along with changes in the fair value of the hedged items. When cash flow and fair value hedges affect net earnings, they are included on the same line as the underlying transaction (cost of products sold or interest expense).

During 2006, accumulated other comprehensive income decreased by $57.9 million, net of deferred taxes of $31.2 million, due to unrealized losses on cash flow hedges on natural gas forward purchase contracts. The remaining change in accumulated other comprehensive income attributable to cash flow hedges on natural gas forward purchase contracts was due to the reclassification of net losses of approximately $4.4 million, net of deferred taxes of approximately $2.4 million, into earnings due to the settlement of transactions. During 2005, accumulated other comprehensive income increased by $55.8 million, net of deferred taxes of $30.0 million, due to unrealized gains on cash flow hedges on natural gas forward purchase contracts. The remaining change in accumulated other comprehensive income was due to the reclassification of net gains of approximately $8.1 million, net of deferred taxes of approximately $4.3 million, into earnings due to the settlement of transactions. During 2004, accumulated other comprehensive loss increased by $1.2 million, net of taxes of $0.6 million, due to unrealized losses on cash flow hedges on natural gas forward purchase contracts issued during the year.

Of the total $10.6 million fair value of cash flow hedges on natural gas forward purchase contracts at December 31, 2006, $12.6 million is included in accrued expenses and other current liabilities and $2.0 is included in other assets. Of the total $71.7 million fair value of cash flow hedges on natural gas forward purchase contracts at December 31, 2005, $53.6 million is included in other current assets and $18.1 million is included in other assets. At December 31, 2006, $8.2 million of net deferred losses on cash flow hedges on natural gas forward purchase contracts included in accumulated other comprehensive income are expected to be reclassified into earnings, due to the settlement of forecasted transactions, during the next twelve months assuming no change in the forward commodity prices from December 31, 2006. Nucor is hedging a portion of its exposure to the variability of future cash flows for forecasted natural gas purchases over various time periods not exceeding four years.

Nucor has also entered into various natural gas purchase contracts, which meet the normal purchase normal sale exclusion under SFAS No. 133. These instruments effectively commit Nucor to purchase $144.9 million, $45.3 million and $27.4 million of natural gas for production in 2007, 2008 and 2009, respectively, and $563.4 million between 2010 and 2028. These natural gas purchase contracts will primarily supply our direct reduced iron facility in Trinidad.

 

-15-


During 2004, Nucor entered into, and subsequently terminated, an interest rate swap agreement of $175.0 million that was accounted for as a fair value hedge. Under the agreement, Nucor paid a variable rate of interest and received a fixed rate of interest over the term of the interest rate swap agreement. The interest rate swap agreement converted the $175.0 million note payable from a 6% fixed rate obligation to a variable rate obligation. The change in the fair value of this agreement was recorded in earnings as an equal offset to the change in fair value of the underlying debt obligation. Since the fair value hedge was 100% effective, there was no impact to net earnings. The variable interest rate was the six-month LIBOR rate in arrears plus 1.25%. Nucor terminated this interest rate swap agreement in 2004, resulting in a gain of $4.8 million.

At December 31, 2006, there was an aggregate credit of $3.1 million related to this and previous interest rate swaps included in deferred credits and other liabilities in the balance sheet, all of which are amortized over the remaining life of the debt as adjustments to interest expense.

Nucor does not anticipate non-performance by the counterparties in any of these derivative instruments given their high credit ratings, and no material loss is expected from non-performance by any one of such counterparties.

13. CONTINGENCIES:

Nucor is subject to environmental laws and regulations established by federal, state and local authorities, and, accordingly, makes provision for the estimated costs of compliance. Of the undiscounted total $23.0 million of accrued environmental costs at December 31, 2006 ($24.0 million at December 31, 2005), $19.7 million was classified in accrued expenses and other current liabilities ($20.0 million at December 31, 2005) and $3.3 million was classified in deferred credits and other liabilities ($4.0 million at December 31, 2005). Inherent uncertainties exist in these estimates primarily due to unknown conditions, evolving remediation technology, and changing governmental regulations and legal standards regarding liability. During 2006 Nucor revised estimates as additional information was obtained and projects were completed, increasing environmental reserves by $2.9 million (reducing reserves by $9.4 million in 2005 and $10.0 million in 2004). The revisions are included in cost of products sold. In December 2000, the United States Environmental Protection Agency and the Department of Justice announced an agreement with Nucor and certain states that resolved alleged violations of environmental laws and regulations. Nucor continues to implement the various components of the consent decree, which involve air and water pollution control technology demonstrations along with other environmental management practices. The accrued environmental costs include the expenses that Nucor expects to incur as a result of the consent decree.

Other contingent liabilities with respect to product warranties, legal proceedings and other matters arise in the normal course of business. Nucor maintains liability insurance for certain risks that arise that are also subject to certain self-insurance limits. In the opinion of management, no such matters exist which, in the event of an unfavorable outcome, would have a material effect on the consolidated financial statements.

14. EMPLOYEE BENEFIT PLANS:

Nucor makes contributions to a Profit Sharing and Retirement Savings Plan for qualified employees based on the profitability of the company. Nucor’s expense for these benefits totaled $272.6 million in 2006 ($206.0 million in 2005 and $172.3 million in 2004). The related liability for these benefits is included in salaries, wages and related accruals at each year-end. Nucor also has a medical plan covering certain eligible early retirees. The unfunded obligation, included in deferred credits and other liabilities in the balance sheet, totaled $51.8 million at December 31, 2006 ($48.0 million at December 31, 2005). Expense associated with this plan totaled $4.6 million in 2006 ($2.9 million in 2005 and $3.0 million in 2004). The discount rate used was 5.75% in 2006 (5.50% in 2005 and 5.75% in 2004). The health care cost increase trend rate used was 8% in 2006 (9% in 2005 and 10% in 2004). The health care cost increase in the trend rate is projected to decline gradually to 5% by 2011.

15. INTEREST (INCOME) EXPENSE:

Net interest (income) expense consists of the following:

 

     (in thousands)  

Year Ended December 31,

   2006     2005     2004  

Interest income

   $ (77,716 )   $ (32,370 )   $ (6,983 )

Interest expense

     40,351       36,571       29,335  
                        

Interest (income) expense, net

   $ (37,365 )   $ 4,201     $ 22,352  
                        

Interest paid was $41.5 million in 2006 ($37.2 million in 2005 and $32.4 million in 2004).

 

-16-


16. OTHER INCOME:

In 2005, Nucor received $9.2 million in settlement of claims against third parties related to environmental matters. Nucor has made claims for reimbursement of additional amounts. No amounts have been recorded for such reimbursements, if any, that may be received. In 2004, Nucor sold equipment resulting in a pre-tax gain of $1.6 million.

17. INCOME TAXES:

The provision for income taxes consists of the following:

 

     (in thousands)  

Year Ended December 31,

   2006     2005     2004  

Current:

      

Federal

   $ 902,110     $ 685,479     $ 574,107  

State

     72,937       49,984       28,991  
                        

Total current

     975,047       735,463       603,098  
                        

Deferred:

      

Federal

     (39,394 )     (24,429 )     5,308  

State

     —         (1,200 )     (500 )
                        

Total deferred

     (39,394 )     (25,629 )     4,808  
                        

Total provision for income taxes

   $ 935,653     $ 709,834     $ 607,906  
                        

A reconciliation of the federal statutory tax rate (35%) to the total provision is as follows:

 

Year Ended December 31,

   2006     2005     2004  

Taxes computed at statutory rate

   35.00  %   35.00  %   35.00  %

State income taxes, net of federal income tax benefit

   1.76     1.57     1.07  

Resolution of prior year contingencies

   (0.26 )   —       (0.65 )

Federal research credit

   (0.05 )   (0.07 )   (0.12 )

Domestic manufacturing deduction

   (1.03 )   (1.04 )   —    

Other, net

   (0.67 )   (0.44 )   (0.08 )
                  

Provision for income taxes

   34.75  %   35.02  %   35.22  %
                  

 

-17-


Deferred tax assets and liabilities resulted from the following:

 

     (in thousands)  

December 31,

   2006     2005  

Deferred tax assets:

    

Accrued liabilities and reserves

   $ 94,026     $ 81,879  

Allowance for doubtful accounts

     11,617       12,142  

Inventory

     138,642       137,587  

Post retirement benefits

     19,855       18,753  

Natural gas hedges

     4,495       —    
                

Total deferred tax assets

     268,635       250,361  
                

Deferred tax liabilities:

    

Cumulative translation adjustment

     (6,345 )     —    

Natural gas hedges

     —         (25,541 )

Property, plant and equipment

     (323,106 )     (370,170 )
                

Total deferred tax liabilities

     (329,451 )     (395,711 )
                

Total net deferred tax liabilities

   $ (60,816 )   $ (145,350 )
                

Current deferred tax assets were $188.2 million at December 31, 2006 ($149.2 million at December 31, 2005). Non-current deferred tax liabilities were $249.0 million at December 31, 2006 ($294.6 million at December 31, 2005). Nucor paid $971.0 million in net federal and state income taxes in 2006 ($806.7 million in 2005 and $550.1 million in 2004).

In 2006, the Internal Revenue Service substantially completed its examination of tax years 2002 through 2004. The 2006 tax rate reflects an approximately 0.26% reduction to the federal statutory tax rate as a result of the reevaluation of our liabilities and contingencies in light of the completion of the examination.

18. EARNINGS PER SHARE:

The computations of basic and diluted earnings per share are as follows:

 

     (in thousands, except per share data)

Year Ended December 31,

   2006    2005    2004

Basic earnings per share:

        

Basic net earnings

   $ 1,756,782    $ 1,317,249    $ 1,117,985
                    

Average shares outstanding

     306,621      314,256      316,766
                    

Basic net earnings per share

   $ 5.73    $ 4.19    $ 3.53
                    

Diluted earnings per share:

        

Diluted net earnings

   $ 1,756,782    $ 1,317,249    $ 1,117,985
                    

Diluted average shares outstanding:

        

Basic shares outstanding

     306,621      314,256      316,766

Dilutive effect of stock options and other

     2,760      2,874      2,742
                    
     309,381      317,130      319,508
                    

Diluted net earnings per share

   $ 5.68    $ 4.15    $ 3.50
                    

 

-18-


19. SEGMENTS:

Nucor reports its results in two segments: steel mills and steel products. The steel mills segment includes carbon and alloy steel in sheet, bar, structural and plate. The steel products segment includes steel joists and joist girders, steel deck, cold finished steel, steel fasteners, metal building systems and light gauge steel framing. The segments are consistent with the way Nucor manages its business, which is primarily based upon the similarity of the types of products produced and sold by each segment.

Management evaluates the operating performance of each of its segments based upon division contribution. The accounting policies of the reportable segments are the same as those described in the summary of significant accounting policies. Nucor accounts for intercompany sales at prices approximating current market value. Interest expense, minority interests, other income, profit sharing expense and changes in the LIFO reserve and environmental accruals are shown under Corporate/eliminations/ other. Corporate assets primarily include cash and cash equivalents, short-term investments, deferred income tax assets and investments in affiliates.

Nucor’s segment results are as follows:

 

     (in thousands)  

Year Ended December 31,

   2006     2005     2004  

Net sales to external customers:

      

Steel mills

   $ 13,025,123     $ 11,063,681     $ 10,109,430  

Steel products

     1,726,147       1,637,318       1,267,398  
                        
   $ 14,751,270     $ 12,700,999     $ 11,376,828  
                        

Intercompany sales:

      

Steel mills

   $ 990,382     $ 896,432     $ 852,897  

Steel products

     21,560       36,246       9,857  

Corporate/eliminations/other

     (1,011,942 )     (932,678 )     (862,754 )
                        
   $ —       $ —       $ —    
                        

Depreciation expense:

      

Steel mills

   $ 345,165     $ 355,887     $ 366,023  

Steel products

     18,438       19,167       17,282  

Corporate/other

     333       —         —    
                        
   $ 363,936     $ 375,054     $ 383,305  
                        

Earnings before income taxes:

      

Steel mills

   $ 3,193,277     $ 2,218,336     $ 2,185,950  

Steel products

     191,514       180,756       149,610  

Corporate/eliminations/other

     (692,356 )     (372,009 )     (609,669 )
                        
   $ 2,692,435     $ 2,027,083     $ 1,725,891  
                        

Assets:

      

Steel mills

   $ 4,717,734     $ 4,633,520     $ 4,985,800  

Steel products

     751,858       519,562       488,571  

Corporate/eliminations/other

     2,423,426       1,995,763       666,020  
                        
   $ 7,893,018     $ 7,148,845     $ 6,140,391  
                        

Capital expenditures:

      

Steel mills

   $ 195,548     $ 216,047     $ 242,486  

Steel products

     18,039       18,378       7,253  

Corporate/other

     124,817       97,041       36,186  
                        
   $ 338,404     $ 331,466     $ 285,925  
                        

 

-19-


Net sales by product were as follows. Further product group breakdown is impracticable.

 

     (in thousands)

Year Ended December 31,

   2006    2005    2004

Net sales to external customers:

        

Sheet

   $ 5,362,178    $ 4,805,391    $ 4,856,469

Bar

     3,702,609      3,061,326      2,632,966

Structural

     2,205,303      1,702,720      1,500,878

Plate

     1,755,033      1,494,244      1,119,117

Steel products

     1,726,147      1,637,318      1,267,398
                    
   $ 14,751,270    $ 12,700,999    $ 11,376,828
                    

20. INVESTMENTS AND ACQUISITIONS:

In November 2006, Nucor’s wholly owned subsidiary, Verco Decking, Inc., purchased substantially all of the assets of Verco Manufacturing Company (“Verco”), a producer of steel floor and roof decking in three locations in the western United States. The cash purchase price of approximately $180.0 million includes approximately $126.2 million of goodwill that has been allocated to the steel products segment.

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

These acquisitions in 2006 were not material to the consolidated financial statements.

In June 2005, Nucor’s wholly owned subsidiary, Nucor Steel Marion, Inc., purchased substantially all of the assets of Marion Steel Company for a cash purchase price of approximately $110.7 million. This facility produces angles, flats, rebar, rounds and signposts.

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

In August 2004, Nucor’s wholly owned subsidiary, Nucor Steel Decatur, LLC, purchased certain assets of the Worthington Industries, Inc. cold rolling mill in Decatur, Alabama, for a cash purchase price of approximately $80.3 million. The assets include all of the buildings, the pickle line, four-stand tandem cold mill, temper mill and annealing furnaces adjacent to the existing Nucor Steel Decatur, LLC steel plant.

In July 2004, Nucor’s wholly owned subsidiary, Nucor Steel Tuscaloosa, Inc., purchased substantially all of the steelmaking assets of Corus Tuscaloosa for a price of approximately $89.4 million. The facility is a coiled plate mill that manufactures pressure vessel steel coil, discrete plate and cut-to-length plate products.

In February 2004, Nucor purchased a one-half interest in Harris Steel, Inc., a wholly owned subsidiary of Harris Steel Group, Inc. (“Harris Steel”), for a cash purchase price of approximately $21.0 million. At December 31, 2006, Nucor held a note receivable from Harris Steel, Inc. in the amount of $10.0 million. This note receivable bears interest, payable upon maturity, at a rate of LIBOR plus 100 basis points. The note was classified in other current assets. In both 2005 and 2006, Nucor paid Harris Steel Group, Inc. $1.2 million based upon the achievement of certain operating results. Harris Steel may receive up to an additional $3.6 million upon the achievement of certain operating results of the venture through 2008.

In 2004, Nucor recognized an impairment charge of $13.2 million on the assets purchased from North Star Steel in 2003. The impairment of this steel facility located in Kingman, Arizona, was incurred in 2004 when Nucor decided not to restart the melt shop. The charge has been reflected in cost of products sold.

Non-cash investing and financing activities included the assumption of $26.1 million of liabilities with the acquisitions in 2006 ($17.8 million in 2005 and $27.2 million in 2004).

 

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21. SUBSEQUENT EVENT:

In January 2007, Nucor made a cash tender offer for all of the shares of Harris Steel at Cdn$46.25 per share. The offer places an approximate value of Cdn$1.25 billion (US$1.07 billion) on the equity of Harris Steel. The acquisition is expected to close in the first quarter, upon acceptance by the shareholders of Harris Steel and satisfactory resolution of regulatory approvals. Harris Steel, which will operate as a subsidiary of Nucor, manufactures and places reinforcing products, and manufactures industrial products principally in the United States and Canada. Harris Steel also participates in steel trading on a worldwide basis, and in the distribution of reinforcing steel and related products to U.S. customers.

22. QUARTERLY INFORMATION (UNAUDITED):

 

     (in thousands, except per share data)

Year Ended December 31,

   First Quarter    Second Quarter    Third Quarter    Fourth Quarter

2006

           

Net sales

   $ 3,545,097    $ 3,806,350    $ 3,931,233    $ 3,468,590

Gross margin (1)

     766,926      876,555      1,010,451      812,732

Net earnings

     380,031      450,011      521,636      405,104

Net earnings per share:

           

Basic

     1.22      1.45      1.71      1.35

Diluted

     1.21      1.44      1.70      1.34

2005

           

Net sales

   $ 3,322,621    $ 3,145,003    $ 3,025,911    $ 3,207,464

Gross margin (2)

     694,493      628,003      584,623      685,075

Net earnings (3)

     355,181      327,488      294,918      339,662

Net earnings per share:

           

Basic

     1.11      1.04      0.95      1.10

Diluted

     1.10      1.03      0.94      1.09

(1) Nucor incurred LIFO charges of $9.0 million, $15.5 million and $20.5 million in the first, second and third quarters of 2006, respectively; and incurred a LIFO credit of $39.6 million in the fourth quarter of 2006.
(2) Nucor incurred LIFO credits of $26.1 million, $69.9 million, $52.0 million and $3.6 million in the first, second, third and fourth quarters of 2005, respectively.
(3) The first quarter of 2005 includes $9.2 million for the settlement of claims against third parties related to environmental matters.

 

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