Table of Contents

Third Quarter 2008

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 2008

Commission file number 1-4119

 

 

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   13-1860817

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

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

(704) 366-7000

(Registrant’s telephone number, including area code)

 

 

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x    Accelerated filer  ¨    Non-accelerated filer  ¨    Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨ No  x

313,949,595 shares of common stock were outstanding at September 27, 2008.

 

 

 


Table of Contents

Nucor Corporation

Form 10-Q

September 27, 2008

 

             Page
INDEX       
Part I   Financial Information   
  Item 1   Financial Statements (unaudited)   
    Condensed Consolidated Statements of Earnings - Three Months (13 Weeks) and Nine Months (39 Weeks) Ended September 27, 2008 and September 29, 2007    3
    Condensed Consolidated Balance Sheets - September 27, 2008 and December 31, 2007    4
    Condensed Consolidated Statements of Cash Flows - Nine Months (39 Weeks) Ended September 27, 2008 and September 29, 2007    5
    Notes to Condensed Consolidated Financial Statements    6
  Item 2   Management’s Discussion and Analysis of Financial Condition and Results of Operations    17
  Item 3   Quantitative and Qualitative Disclosures About Market Risk    24
  Item 4   Controls and Procedures    25
Part II   Other Information   
  Item 1   Legal Proceedings    26
  Item 1A   Risk Factors    26
  Item 2   Unregistered Sales of Equity Securities and Use of Proceeds    26
  Item 6   Exhibits    27
Signatures    27
List of Exhibits to Form 10-Q    28


Table of Contents

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

Nucor Corporation Condensed Consolidated Statements of Earnings (Unaudited)

(In thousands, except per share amounts)

 

     Three Months (13 Weeks) Ended    Nine Months (39 Weeks) Ended  
   Sept. 27, 2008    Sept. 29, 2007    Sept. 27, 2008    Sept. 29, 2007  

Net sales

   $ 7,447,520    $ 4,259,221    $ 19,512,388    $ 12,196,216  
                             

Costs, expenses and other:

           

Cost of products sold

     5,990,407      3,449,260      15,941,654      9,844,763  

Marketing, administrative and other expenses

     215,755      145,470      605,641      430,605  

Interest expense (income), net

     23,030      3,576      68,109      (607 )

Minority interests

     76,213      76,494      255,920      214,653  
                             
     6,305,405      3,674,800      16,871,324      10,489,414  
                             

Earnings before income taxes

     1,142,115      584,421      2,641,064      1,706,802  

Provision for income taxes

     407,525      203,199      915,966      599,701  
                             

Net earnings

   $ 734,590    $ 381,222    $ 1,725,098    $ 1,107,101  
                             

Net earnings per share:

           

Basic

   $ 2.32    $ 1.30    $ 5.73    $ 3.71  

Diluted

   $ 2.31    $ 1.29    $ 5.70    $ 3.68  

Average shares outstanding:

           

Basic

     316,713      293,096      301,156      298,468  

Diluted

     318,168      295,019      302,829      300,600  

Dividends declared per share

   $ 0.52    $ 0.61    $ 1.56    $ 1.83  

See notes to condensed consolidated financial statements.

 

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Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

 

     Sept. 27, 2008     Dec. 31, 2007  

Assets

    

Current assets:

    

Cash and cash equivalents

   $ 1,654,336     $ 1,393,943  

Short-term investments

     24,856       182,450  

Accounts receivable, net

     2,553,128       1,611,844  

Inventories

     3,145,706       1,601,600  

Other current assets

     254,954       283,412  
                

Total current assets

     7,632,980       5,073,249  

Property, plant and equipment, net

     4,075,020       3,232,998  

Goodwill

     1,787,998       847,887  

Other intangible assets, net

     999,636       469,936  

Other assets

     840,913       202,052  
                

Total assets

   $ 15,336,547     $ 9,826,122  
                

Liabilities and stockholders’ equity

    

Current liabilities:

    

Short-term debt

   $ 14,979     $ 22,868  

Long-term debt due within one year

     180,400       —    

Accounts payable

     1,711,893       691,668  

Federal income taxes payable

     83,837       —    

Salaries, wages and related accruals

     617,837       436,352  

Accrued expenses and other current liabilities

     513,028       431,148  
                

Total current liabilities

     3,121,974       1,582,036  
                

Long-term debt due after one year

     3,086,200       2,250,300  
                

Deferred credits and other liabilities

     659,726       593,423  
                

Minority interests

     292,174       287,446  
                

Stockholders’ equity:

    

Common stock

     149,621       149,302  

Additional paid-in capital

     1,619,245       256,406  

Retained earnings

     7,865,365       6,621,646  

Accumulated other comprehensive income,

     63,279       163,362  
                

net of income taxes

     9,697,510       7,190,716  

Treasury stock

     (1,521,037 )     (2,077,799 )
                

Total stockholders’ equity

     8,176,473       5,112,917  
                

Total liabilities and stockholders’ equity

   $ 15,336,547     $ 9,826,122  
                

See notes to condensed consolidated financial statements.

 

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Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

     Nine Months (39 Weeks) Ended  
   Sept. 27, 2008     Sept. 29, 2007  

Operating activities:

    

Net earnings

   $ 1,725,098     $ 1,107,101  

Adjustments:

    

Depreciation

     354,291       298,280  

Amortization

     51,056       15,437  

Stock-based compensation

     38,428       33,875  

Deferred income taxes

     (111,536 )     (91,191 )

Minority interests

     255,914       214,651  

Settlement of derivative hedges

     19,837       (13,207 )

Changes in assets and liabilities (exclusive of acquisitions):

    

Accounts receivable

     (437,792 )     (239,401 )

Inventories

     (1,083,823 )     (128,436 )

Accounts payable

     199,364       167,549  

Federal income taxes

     163,514       71,598  

Salaries, wages and related accruals

     165,016       (54,430 )

Other

     (17,117 )     8,857  
                

Cash provided by operating activities

     1,322,250       1,390,683  
                

Investing activities:

    

Capital expenditures

     (806,152 )     (330,586 )

Sale of interest in affiliates

     —         29,500  

Investment in affiliates

     (704,945 )     (27,913 )

Disposition of plant and equipment

     8,676       804  

Acquisitions (net of cash acquired)

     (1,827,165 )     (1,410,677 )

Purchases of investments

     (234,461 )     (276,945 )

Proceeds from the sale of investments

     392,055       1,687,578  

Proceeds from currency derivative contracts

     1,441,863       517,241  

Settlement of currency derivative contracts

     (1,424,291 )     (511,394 )
                

Cash used in investing activities

     (3,154,420 )     (322,392 )
                

Financing activities:

    

Net change in short-term debt

     (143,480 )     (66,461 )

Proceeds from the issuance of long-term debt

     989,715       —    

Bond issuance costs

     (6,938 )     —    

Issuance of common stock

     1,995,921       10,430  

Excess tax benefits from stock-based compensation

     10,600       9,500  

Distributions to minority interests

     (252,569 )     (231,520 )

Cash dividends

     (493,002 )     (549,606 )

Acquisition of treasury stock

     (7,684 )     (754,029 )
                

Cash provided by (used in) financing activities

     2,092,563       (1,581,686 )
                

Increase (decrease) in cash and cash equivalents

     260,393       (513,395 )

Cash and cash equivalents - beginning of year

     1,393,943       785,651  
                

Cash and cash equivalents - end of nine months

   $ 1,654,336     $ 272,256  
                

See notes to condensed consolidated financial statements.

 

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

 

1. BASIS OF INTERIM PRESENTATION: The information furnished in Item I reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods and are of a normal and recurring nature. The information furnished has not been audited; however, the December 31, 2007 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in Nucor’s annual report for the fiscal year ended December 31, 2007.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Inventories Valuation – Inventories are stated at the lower of cost or market. Inventories valued using the last-in, first-out (LIFO) method of accounting represent approximately 57% of total inventories as of September 27, 2008 (60% as of December 31, 2007). All inventories held by the parent company and Nucor-Yamato Steel Company are valued using the LIFO method of accounting except for supplies that are consumed indirectly in the production process, which are valued using the FIFO method of accounting. All inventories held by the parent company’s other subsidiaries are valued using the FIFO method of accounting.

Accounting Pronouncements Recently Adopted – Effective January 1, 2008, Nucor adopted Financial Accounting Standards Board (“FASB”) Statement No. 157, “Fair Value Measurements” (“SFAS 157”), as it applies to financial assets and liabilities, which defines fair value, establishes a framework for measuring fair value and expands disclosures. The adoption of SFAS 157 for financial assets and liabilities did not have a material impact on our consolidated financial statements. See Note 12 for additional information regarding the adoption of this standard.

Recent Accounting Pronouncements – In December 2007, the FASB issued Statement No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”), and Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”). SFAS 141R establishes principles and requirements for how an acquirer recognizes and measures the identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and the goodwill acquired. SFAS 160 outlines the accounting and reporting for ownership interest in a subsidiary held by parties other than the parent. SFAS 141R and SFAS 160 are effective for Nucor in 2009. Management is currently evaluating the impact of these statements.

In March 2008, the FASB issued Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS 161”), which is effective for Nucor in 2009. SFAS 161 amends SFAS 133, “Accounting for Derivative Instruments and Hedging Activities” and requires enhanced disclosures about a company’s derivative and hedging activities. This standard is not expected to have a material impact on Nucor’s consolidated financial statements.

In June 2008, the FASB issued FASB Staff Position (“FSP”) Emerging Issues Task Force (“EITF”) 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities.” This FSP provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and shall be included in the computation of both basic and diluted earnings per share. We will adopt the provisions of FSP EITF 03-6-1 on January 1, 2009. Management is currently evaluating the impact of this FSP.

 

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3. ACQUISITIONS: On February 29, 2008, Nucor completed the acquisition of the stock of SHV North America Corporation, which owns 100% of The David J. Joseph Company (“DJJ”) and related affiliates, for a purchase price of approximately $1.44 billion. DJJ has been the broker of ferrous scrap for Nucor since 1969. In addition to its scrap processing and brokerage operations, DJJ owns over 2,000 scrap-related railcars and provides complete fleet management and logistics services to third parties. Since scrap is Nucor’s largest single cost, the acquisition of DJJ provides an ideal growth platform for Nucor to expand our direct ownership in the steel scrap supply chain and further our raw materials strategy.

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

 

Current assets

   $ 758,748  

Property, plant and equipment

     288,440  

Goodwill

     835,608  

Other intangible assets

     449,167  

Other assets

     6,211  
        

Total assets acquired

     2,338,174  
        

Current liabilities

     (695,520 )

Long-term debt

     (16,300 )

Deferred credits and other liabilities

     (182,747 )
        

Total liabilities assumed

     (894,567 )
        

Net assets acquired

   $ 1,443,607  
        

The purchase price allocation to the identifiable intangible assets is as follows (in thousands, except years):

 

          Weighted - Average
Life

Customer relationships

   $ 389,200    20 years

Trade names

     56,200    20 years

Other

     3,767    18 years
           
   $ 449,167    20 years
           

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

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

 

     Three Months (13 Weeks) Ended    Nine Months (39 Weeks) Ended
   September 27, 2008    September 29, 2007    September 27, 2008    September 29, 2007

Net sales

   $ 7,447,520    $ 4,766,520    $ 19,961,375    $ 13,741,390

Net earnings

     734,590      386,760      1,736,859      1,138,699

Net earnings per share:

           

Basic

   $ 2.32    $ 1.32    $ 5.77    $ 3.82

Diluted

   $ 2.31    $ 1.31    $ 5.74    $ 3.79

 

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At the beginning of the second quarter of 2008, Nucor acquired substantially all the assets of Metal Recycling Services Inc. (“MRS”) for approximately $57.0 million. Based in Monroe, North Carolina, MRS, which is now part of DJJ, operates a full-service processing facility and two feeder yards. In April 2008, DJJ acquired substantially all the assets of Galamba Metals Group, which now operates under the Advantage Metals Recycling, LLC (“AMR”) name, for approximately $112.6 million. AMR operates 16 full-service scrap processing facilities in Kansas, Missouri and Arkansas. The cash purchase price of these two acquisitions resulted in goodwill of approximately $30.1 million that has been allocated to the raw materials segment. The purchase price also includes approximately $73.2 million of identifiable intangibles, primarily customer relationships that are being amortized over 20 years.

In August 2008, Nucor’s wholly owned subsidiary, Harris Steel, Inc., acquired all of the issued and outstanding common shares of Ambassador Steel Corporation (“Ambassador”) for a cash purchase price of approximately $185.1 million. At closing, Harris Steel also repaid Ambassador’s bank debt of approximately $135.6 million. Based in Auburn, Indiana, Ambassador is a fabricator and distributor of concrete reinforcing steel and related products. The purchase price includes approximately $69.5 million of goodwill that has been preliminarily allocated to the steel products segment and $59.8 million of identifiable intangibles, primarily customer relationships that are being amortized over 20 years.

The purchase price allocations related to these three acquisitions are subject to adjustments as additional information is obtained; however, these adjustments are not expected to be material.

In July 2008, Nucor acquired 50% of the stock of Duferdofin – Nucor S.r.l., for the purchase price of approximately $667.0 million. Duferdofin – Nucor operates a steel melt shop with a bloom/billet caster and two rolling mills in Italy. Nucor accounts for this investment using the equity method (see Note 7).

 

4. INVENTORIES: Inventories consist of approximately 52% raw materials and supplies and 48% finished and semi-finished products at September 27, 2008 (43% and 57% respectively, at December 31, 2007). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.

If the first-in, first-out (FIFO) method of accounting had been used, inventories would have been $1.00 billion higher at September 27, 2008 ($581.5 million higher at December 31, 2007).

 

5. PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is recorded net of accumulated depreciation of $4.26 billion at September 27, 2008 ($3.92 billion at December 31, 2007).

 

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6. GOODWILL AND OTHER INTANGIBLE ASSETS: The change in the net carrying amount of goodwill for the nine months ended September 27, 2008 by segment is as follows (in thousands):

 

     Steel Mills    Steel Products     Raw Materials    All Other    Total  

Balance at December 31, 2007

   $ 2,007    $ 786,491     $ —      $ 59,389    $ 847,887  

Acquisitions

     —        80,380       870,012      —        950,392  

Purchase price adjustments of previous acquisitions

     —        7,262       —        269      7,531  

Translation

     —        (17,812 )     —        —        (17,812 )
                                     

Balance at September 27, 2008

   $ 2,007    $ 856,321     $ 870,012    $ 59,658    $ 1,787,998  
                                     

Goodwill resulting from the acquisition of DJJ accounts for almost all of the increase in goodwill in the first nine months of 2008 and is presented based upon Nucor’s preliminary purchase price allocation. The majority of goodwill is not tax deductible.

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

 

     September 27, 2008    December 31, 2007
   Gross
Amount
   Accumulated
Amortization
   Gross
Amount
   Accumulated
Amortization

Customer relationships

   $ 928,229    $ 64,330    $ 414,514    $ 20,042

Trademarks and trade names

     122,706      5,667      59,431      1,746

Other

     27,868      9,170      24,102      6,323
                           
   $ 1,078,803    $ 79,167    $ 498,047    $ 28,111
                           

Intangible asset amortization expense was $19.0 million and $8.3 million in the third quarter of 2008 and 2007, respectively, and $51.1 million and $15.4 million in the first nine months of 2008 and 2007, respectively. Annual amortization expense is estimated to be $71.0 million in 2008; $76.6 million in 2009; $72.2 million in 2010; $68.5 million in 2011; and $65.1 million in 2012.

 

7. EQUITY INVESTMENTS: The carrying value of our equity investments in domestic and foreign companies was $772.6 million at September 27, 2008 ($146.0 million at December 31, 2007) and is recorded in other assets in the consolidated balance sheets. In July 2008, Nucor acquired a 50% economic and voting interest in Duferdofin-Nucor S.r.l., a steel manufacturer with three structural mills located in Italy. Nucor accounts for the investment in Duferdofin-Nucor (on a one-month lag basis) under the equity method, as control and risk of loss are shared equally between the partners. Nucor’s investment in Duferdofin-Nucor at September 27, 2008 was $618.0 million, comprised primarily of our initial cash investment of $667.0 million less foreign currency translation. Nucor’s 50% share of the total net assets of Duferdofin-Nucor on a historical basis was $114.9 million, resulting in a basis difference of $503.1 million due to the step-up to fair value of certain assets and liabilities attributable to Duferdofin-Nucor as well as the identification of goodwill and definite-lived intangible assets. This basis difference, excluding the portion attributable to goodwill, is being amortized based on the remaining estimated useful lives of the various underlying net assets, as appropriate. The results of Duferdofin-Nucor and other equity investments are included in marketing, administrative and other expenses in the consolidated statements of earnings and are immaterial for all periods presented.

 

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8. CURRENT LIABILITIES: Book overdrafts, included in accounts payable in the consolidated balance sheets, were $189.1 million at September 27, 2008 (none at December 31, 2007). Dividends payable, included in accrued expenses and other current liabilities in the consolidated balance sheets, were $164.9 million at September 27, 2008 ($176.5 million at December 31, 2007).

 

9. DEBT AND OTHER FINANCING ARRANGEMENTS: In June 2008, Nucor issued $1.00 billion in debt in three tranches: $250 million 5% notes due 2013, $500 million 5.85% notes due 2018 and $250 million 6.4% notes due 2037. Net proceeds of the issuance were $982.8 million. Discount and issuance costs of $17.2 million have been capitalized related to this debt and are amortized over the respective lives of the notes.

During the first half of 2008, Nucor issued and repaid $800 million of commercial paper, which had maturities up to 90 days.

In June 2008, Nucor received increased commitments under its existing five-year unsecured revolving credit facility to provide for up to $1.3 billion in revolving loans. The multi-year revolving credit agreement matures in November 2012 and was amended in June to allow up to $200 million in additional commitments at Nucor’s election in accordance with the terms set forth in the credit agreement. No borrowings were outstanding under the credit facility as of September 27, 2008.

 

10. CAPITAL STOCK: In May 2008, Nucor completed a public offering of approximately 27.7 million common shares at an offering price of $74.00 per share. Net proceeds of the offering were approximately $1.99 billion, after deducting underwriting discounts and commissions and offering expenses.

Nucor repurchased approximately 2.8 million shares during the third quarter and first nine months of 2008 at a cost of approximately $124.0 million, of which $116.3 million is included in accounts payable at quarter-end.

 

11. DERIVATIVES: 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 as well as copper and aluminum purchased for resale to its customers. In addition, Nucor uses derivatives from time-to-time to partially manage its exposure to changes in interest rates on outstanding debt instruments and uses forward foreign exchange contracts to hedge cash flows associated with certain assets and liabilities, firm commitments and anticipated transactions.

Nucor recognizes all derivative instruments in the consolidated balance sheets at fair value. Any resulting changes in fair value would be recorded as adjustments to other comprehensive income (loss), net of tax, or recognized in net earnings, as appropriate.

In the first half of 2008, the Company entered into a series of forward foreign currency contracts in order to mitigate the risk of currency fluctuation on the anticipated joint venture with the Duferco Group. These contracts had a notional value of €423.5 million and matured in the second quarter of 2008 resulting in gains of $17.6 million. There were no outstanding forward foreign currency contracts at September 27, 2008.

Of the total ($14.8) million fair value of commodity contracts at September 27, 2008, $5.6 million is recorded in other current assets, $3.5 million is recorded in accrued expenses and other current liabilities and $16.9 million is recorded in deferred credits and other liabilities. Of the total $6.1 million fair value of commodity contracts at December 31, 2007, $10.5 million is included in other assets and $4.4 million is recorded in accrued expenses and other current liabilities.

 

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12. FAIR VALUE MEASUREMENTS: Effective January 1, 2008, Nucor adopted SFAS 157 as described in Note 2. SFAS 157 is effective for Nucor in 2008 for financial assets and liabilities and effective for non-financial assets and liabilities in 2009. The implementation of SFAS 157 for financial assets and liabilities did not have a material impact on our consolidated financial statements. Management has not yet determined the impact from the adoption of SFAS 157 as it pertains to non-financial assets and liabilities.

The following table summarizes information regarding Nucor’s financial assets and financial liabilities that are measured at fair value as of September 27, 2008 (in thousands):

 

Description

   Carrying
Amount in
Consolidated
Balance Sheets
    Fair Value Measurements at Reporting Date Using
     Quoted Prices
in Active
Markets for
Identical
Assets

(Level 1)
   Significant
Other
Observable
Inputs
(Level 2)
    Significant
Unobservable
Inputs

(Level 3)

Cash equivalents

   $ 1,469,688     $ 1,469,688    $ —       $  —  

Short-term investments

     24,856       24,856      —         —  

Derivatives

     (15,972 )     —        (15,972 )     —  

Nucor uses derivatives from time to time to mitigate the effect of natural gas cost fluctuations, foreign currency fluctuations, interest rate movements, and price fluctuations of aluminum and copper purchased for resale to its customers. Fair value measurements for Nucor’s cash equivalents and short-term investments are classified under Level 1 because such measurements are based on quoted market prices in active markets for identical assets. Fair value measurements for Nucor’s derivatives are classified under Level 2 because such measurements are based on published market prices for similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit risks, spot and future commodity prices and spot and future exchange rates.

 

13. CONTINGENCIES: Nucor has been named, along with other major steel producers, as a co-defendant in several related antitrust class-action complaints filed by Standard Iron Works and other steel purchasers in the United States District Court for the Northern District of Illinois. The cases are filed as class actions. The plaintiffs allege that from January 2005 to the present eight steel manufacturers, including Nucor, engaged in anticompetitive activities with respect to the production and sale of steel. The plaintiffs seek monetary and other relief.

Although we believe the plaintiffs’ claims are without merit and will vigorously defend against them, we cannot at this time predict the outcome of this litigation or determine Nucor’s potential exposure.

Nucor is subject to environmental laws and regulations established by federal, state and local authorities and makes provision for the estimated costs related to compliance. Of the undiscounted total of $30.8 million of accrued environmental costs at September 27, 2008 ($19.9 million at December 31, 2007), $11.8 million was classified in accrued expenses and other current liabilities ($16.6 million at December 31, 2007) and $19.0 million was classified in deferred credits and other liabilities ($3.3 million at December 31, 2007).

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

 

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14. STOCK-BASED COMPENSATION: Stock Options – A summary of activity under Nucor’s stock option plans for the nine months ended September 27, 2008 is as follows (in thousands, except year and per share amounts):

 

     Shares     Weighted - Average
Exercise Price
   Weighted - Average
Remaining
Contractual Life
   Aggregate
Intrinsic
Value

Number of shares under option:

          

Outstanding at beginning of year

   1,852     $ 20.37      

Exercised

   (539 )     19.28       $ 25,177

Canceled

   —         —        
                  

Outstanding at September 27, 2008

   1,313     $ 20.82    2.7 Years    $ 30,894
                  

Options exercisable at September 27, 2008

   1,313     $ 20.82    2.7 Years    $ 30,894
                  

As of March 1, 2006 all outstanding options were vested; therefore, no compensation expense related to stock options was recorded in the first nine months of 2008 or 2007. The amount of cash received from the exercise of stock options totaled $1.3 million and $9.9 million in the third quarter and first nine months of 2008, respectively.

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

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 for the first nine months of 2008 is as follows (shares in thousands):

 

     Shares     Grant
Date
Fair Value

Restricted stock awards and units:

    

Unvested at beginning of year

   479     $ 51.93

Granted

   280       67.33

Vested

   (384 )     53.76

Canceled

   —         —  
            

Unvested at September 27, 2008

   375     $ 61.57
            

Shares reserved for future grants

   1,987    
        

Compensation (income) 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 ($1.7) million and $4.8 million in the third quarter of 2008 and 2007, respectively, and was $7.7 million and $13.8 million in the first nine months of 2008 and 2007, respectively. At September 27, 2008, unrecognized compensation expense related to unvested restricted stock was $5.4 million, which is expected to be recognized over a weighted-average period of 1.6 years.

Restricted Stock Units: Nucor annually grants restricted stock units (“RSUs”) to key employees, officers and non-employee directors. The RSUs 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 RSUs 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. RSUs granted to non-employee directors are fully vested on the grant date and are payable to the non-employee director in the form of common stock after the termination of the director’s service on the board of directors.

RSUs 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 RSUs 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.

 

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The fair value of the RSUs is determined based on the closing stock price of Nucor’s common stock on the day before the grant. A summary of Nucor’s restricted stock unit activity for the first nine months of 2008 is as follows (shares in thousands):

 

     Shares     Grant
Date
Fair Value

Restricted stock awards and units:

    

Unvested at beginning of year

   918     $ 60.82

Granted

   679       74.80

Vested

   (448 )     64.43

Canceled

   (7 )     67.62
            

Unvested at September 27, 2008

   1,142     $ 67.67
            

Shares reserved for future grants

   17,011    
        

Compensation expense for RSUs was $9.0 million and $5.7 million in the third quarter of 2008 and 2007, respectively, and was $30.7 million and $20.1 million in the first nine months of 2008 and 2007, respectively. As of September 27, 2008, there was $60.0 million of total unrecognized compensation cost related to nonvested RSUs, which is expected to be recognized over a weighted-average period of 1.7 years.

 

15. EMPLOYEE BENEFIT PLAN: Nucor has a Profit Sharing and Retirement Savings Plan for qualified employees. Nucor’s expense for these benefits was $112.4 million and $58.9 million in the third quarter of 2008 and 2007, respectively, and was $268.5 million and $175.9 million in the first nine months of 2008 and 2007, respectively.

 

16. INTEREST EXPENSE (INCOME): The components of net interest expense (income) are as follows (in thousands):

 

     Three Months (13 Weeks) Ended     Nine Months (39 Weeks) Ended  
   Sept. 27, 2008     Sept. 29, 2007     Sept. 27, 2008     Sept. 29, 2007  

Interest expense

   $ 36,996     $ 10,452     $ 101,068     $ 36,695  

Interest income

     (13,966 )     (6,876 )     (32,959 )     (37,302 )
                                

Interest expense, net

   $ 23,030     $ 3,576     $ 68,109     $ (607 )
                                

 

17. INCOME TAXES: The Internal Revenue Service (“IRS”) is currently examining Nucor’s 2005 and 2006 federal income tax returns. Management believes that the Company has adequately provided for any adjustments that may arise from this audit. Nucor has concluded U.S. federal income tax matters for years through 2004. The 2007 tax year is open to examination by the IRS. The tax years 2003 through 2007 remain open to examination by other major taxing jurisdictions to which Nucor is subject.

 

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

 

     Three Months (13 Weeks) Ended     Nine Months (39 Weeks) Ended  
   Sept. 27, 2008     Sept. 29, 2007     Sept. 27, 2008     Sept. 29, 2007  

Net earnings

   $ 734,590     $ 381,222     $ 1,725,098     $ 1,107,101  

Net unrealized loss on hedging derivatives, net of income taxes

     (106,629 )     (9,623 )     (3,833 )     (4,407 )

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

     (6,000 )     6,123       (13,066 )     8,607  

Foreign currency (loss) gain, net of income taxes

     (84,354 )     96,219       (83,184 )     127,721  

Other

     —         —         —         3,208  
                                

Total comprehensive income

   $ 537,607     $ 473,941     $ 1,625,015     $ 1,242,230  
                                

 

19. SEGMENTS: Nucor reports its results in the following segments: steel mills, steel products and raw materials. The steel mills segment includes carbon and alloy steel in sheet, bars, structural and plate, and Nucor’s equity investment in Duferdofin-Nucor. The steel products segment includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finish steel, steel fasteners, metal building systems, light gauge steel framing, steel grating and expanded metal, and wire and wire mesh. The raw materials segment includes DJJ, the scrap broker and processor that Nucor acquired on February 29, 2008; Nu-Iron Unlimited, a facility that produces direct reduced iron used by the steel mills; and certain equity method investments. The “All other” category primarily includes Novosteel S.A., a steel trading business of which Nucor owns 75%. The segments are consistent with the way Nucor manages its business, which is primarily based upon the similarity of the types of products produced and sold by each segment.

Interest expense, minority interests, other income, profit sharing expense and changes in the LIFO reserve and environmental accruals are shown under Corporate/eliminations. Corporate assets primarily include cash and cash equivalents, short-term investments, deferred income tax assets and investments in affiliates.

 

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     Three Months (13 Weeks) Ended     Nine Months (39 Weeks) Ended  
   Sept. 27, 2008     Sept. 29, 2007     Sept. 27, 2008     Sept. 29, 2007  

Net sales to external customers:

        

Steel mills

   $ 5,192,082     $ 3,344,116     $ 13,844,672     $ 9,953,526  

Steel products

     1,238,642       853,495       3,243,420       2,086,286  

Raw materials

     897,539       —         2,059,797       —    

All other

     119,257       61,610       364,499       156,404  
                                
   $ 7,447,520     $ 4,259,221     $ 19,512,388     $ 12,196,216  
                                

Intercompany sales:

        

Steel mills

   $ 689,301     $ 346,577     $ 1,752,045     $ 922,343  

Steel products

     12,275       10,553       33,246       25,538  

Raw materials

     3,034,055       87,650       6,704,621       227,400  

All other

     2,267       6,795       4,458       18,131  

Corporate/eliminations

     (3,737,898 )     (451,575 )     (8,494,370 )     (1,193,412 )
                                
   $ —       $ —       $ —       $ —    
                                

Earnings before income taxes:

        

Steel mills

   $ 1,223,035     $ 744,510     $ 3,062,901     $ 2,147,304  

Steel products

     100,034       83,340       250,483       204,088  

Raw materials

     135,505       (3,189 )     267,705       (14,568 )

All other

     9,052       1,501       29,268       3,605  

Corporate/eliminations

     (325,511 )     (241,741 )     (969,293 )     (633,627 )
                                
   $ 1,142,115     $ 584,421     $ 2,641,064     $ 1,706,802  
                                

 

     Sept. 27, 2008    Dec. 31, 2007

Segment assets:

     

Steel mills

   $ 7,366,907    $ 5,134,277

Steel products

     3,748,408      2,938,964

Raw materials

     2,934,802      465,105

All other

     229,558      182,840

Corporate/eliminations

     1,056,872      1,104,936
             
   $ 15,336,547    $ 9,826,122
             

 

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

 

     Three Months (13 Weeks) Ended    Nine Months (39 Weeks) Ended
   Sept. 27, 2008    Sept. 29, 2007    Sept. 27, 2008    Sept. 29, 2007

Basic net earnings per share:

           

Basic net earnings

   $ 734,590    $ 381,222    $ 1,725,098    $ 1,107,101
                           

Average shares outstanding

     316,713      293,096      301,156      298,468
                           

Basic net earnings per share

   $ 2.32    $ 1.30    $ 5.73    $ 3.71
                           

Diluted net earnings per share:

           

Diluted net earnings

   $ 734,590    $ 381,222    $ 1,725,098    $ 1,107,101
                           

Diluted average shares outstanding:

           

Basic shares outstanding

     316,713      293,096      301,156      298,468

Dilutive effect of stock options and other

     1,455      1,923      1,673      2,132
                           
     318,168      295,019      302,829      300,600
                           

Diluted net earnings per share

   $ 2.31    $ 1.29    $ 5.70    $ 3.68
                           

 

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

Certain statements made in this quarterly report are forward-looking statements that involve risks and uncertainties. These forward-looking statements reflect the Company’s best judgment based on current information, and although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the results and expectations discussed in this report. Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: (1) the sensitivity of the results of our operations to prevailing steel prices and the changes in the supply and cost of raw materials, including scrap steel; (2) availability and cost of electricity and natural gas; (3) market demand for steel products and scrap steel; (4) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (5) uncertainties surrounding the global economy, including excess world capacity for steel production and fluctuations in international conversion rates; (6) U.S. and foreign trade policy affecting steel imports or exports; (7) significant changes in government regulations affecting environmental compliance; (8) the cyclical nature of the steel industry; (9) capital investments and their impact on our performance; and (10) our safety performance.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements included elsewhere in this report, as well as the audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2007.

 

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Overview

Nucor and affiliates are manufacturers of steel products, with operating facilities primarily in the U.S. and Canada. The steel mills segment produces carbon and alloy steel in bars, beams, sheet and plate. The steel products segment produces steel joists and joist girders; steel deck; fabricated concrete reinforcing steel; cold finished steel; steel fasteners; metal building systems; light gauge steel framing; steel grating and expanded metal; and wire and wire mesh. The raw materials segment produces direct reduced iron used by the steel mills; brokers ferrous and nonferrous metals, pig iron and HBI/DRI; supplies ferro-alloys; and processes ferrous and nonferrous scrap. Nucor is North America’s largest recycler.

In February 2008, Nucor completed its acquisition of the stock of SHV North America Corporation, which owns 100% of The David J. Joseph Company and related affiliates, for a purchase price of approximately $1.44 billion. DJJ now operates as a wholly owned subsidiary of Nucor Corporation and is headquartered in Cincinnati, Ohio. The principal activities of DJJ, which has been the broker of ferrous scrap to Nucor since 1969, include the operation of scrap recycling facilities (processing); brokerage services for scrap, ferro-alloys, pig iron and scrap substitutes; mill and industrial services; and rail and logistics services. DJJ is included in Nucor’s raw materials segment.

Since scrap is Nucor’s largest single cost, the acquisition of DJJ provides an ideal growth platform for Nucor to expand our direct ownership in the steel scrap supply chain and further our raw materials strategy. At the beginning of the second quarter of 2008, Nucor acquired substantially all the assets of Metal Recycling Services Inc. (“MRS”) for approximately $57.0 million. Based in Monroe, North Carolina, MRS, which is now part of DJJ, operates a full-service processing facility and two feeder yards. In April 2008, DJJ acquired substantially all the assets of Galamba Metals Group, which now operates under the Advantage Metals Recycling, LLC (“AMR”) name, for approximately $112.6 million. AMR operates 16 full-service scrap processing facilities in Kansas, Missouri and Arkansas. In the third quarter of 2008, DJJ acquired substantially all the assets of the American Compressed Steel operations of Secondary Resources, Inc. American Compressed Steel has facilities in Kansas City, St. Joseph and Sedalia, Missouri, and processes nearly 180,000 tons annually. DJJ is now operating these facilities under the AMR name.

Also in the third quarter of 2008, Nucor’s wholly owned subsidiary, Harris Steel, Inc., acquired all of the issued and outstanding common shares of Ambassador Steel Corporation (“Ambassador”) for a cash purchase price of approximately $185.1 million. At closing, Harris Steel also repaid Ambassador’s bank debt of approximately $135.6 million. Based in Auburn, Indiana, Ambassador is a fabricator and distributor of concrete reinforcing steel and related products.

In July 2008, Nucor acquired 50% of the stock of Duferdofin-Nucor S.r.l. for approximately $667.0 million. Duferdofin-Nucor operates a steel melt shop with a bloom/billet caster and two rolling mills in Italy. Total production in 2007 was approximately one million tons. A new merchant bar mill, which is expected to produce approximately 450,000 tons, is under construction at the Giammoro plant and is expected to be fully operational in late 2008. Since Nucor accounts for this equity method investment on a one-month lag, only two months of Duferdofin-Nucor’s earnings have been included in Nucor’s results for the third quarter of 2008.

Steel production was 17,384,000 tons in the first nine months of 2008, compared with 16,503,000 tons produced in the first nine months of 2007, an increase of 5%. Total steel shipments increased 5% to 17,506,000 tons in the first nine months of 2008, compared with 16,663,000 tons in last year’s first nine months. Steel sales to outside customers increased 1% to 15,285,000 tons in the first nine months of 2008, compared with 15,157,000 tons in last year’s first nine months. In March 2007, Nucor acquired a large customer, Harris Steel Group Inc. (“Harris”), causing a shift from outside sales tons to inside sales tons. If Nucor continues to acquire downstream businesses, the percentage of our steel production sold to inside customers may continue to increase.

 

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In the steel products segment, steel joist production during the first nine months was 391,000 tons, compared with 409,000 tons in the first nine months of 2007, a decrease of 4%. Steel deck sales increased to 388,000 tons in the first nine months of 2008, compared with 355,000 tons in last year’s first nine months, an increase of 9%. Cold finished steel sales increased 22% to 394,000 tons in the first nine months of 2008 compared with 322,000 tons in the first nine months of 2007. Sales of fabricated concrete reinforcing steel were 669,000 tons in the first nine months of 2008, compared with 385,000 tons in the first nine months of 2007.

The average estimated utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately 91%, 75% and 89%, respectively, in the first nine months of 2008, compared with 87%, 78% and 80%, respectively, in the first nine months of 2007.

Results of Operations

Net Sales Net sales to external customers by segment for the third quarter and the first nine months of 2008 and 2007 were as follows:

 

     Three Months (13 Weeks) Ended     Nine Months (39 Weeks) Ended  
   September 27, 2008    September 29, 2007    % Change     September 27, 2008    September 29, 2007    % Change  

Steel mills

   $ 5,192,082    $ 3,344,116    55 %   $ 13,844,672    $ 9,953,526    39 %

Steel products

     1,238,642      853,495    45 %     3,243,420      2,086,286    55 %

Raw materials

     897,539      —      —         2,059,797      —      —    

All other

     119,257      61,610    94 %     364,499      156,404    133 %
                                

Net sales

   $ 7,447,520    $ 4,259,221    75 %   $ 19,512,388    $ 12,196,216    60 %
                                

Net sales for the third quarter of 2008 increased 75% from the third quarter of 2007. Average sales price per ton increased 51% from $738 in the third quarter of 2007 to $1,111 in the third quarter of 2008, while total tons shipped to outside customers increased 16% over the same period last year. Net sales increased 5% from the second quarter of this year due to a 21% increase in average sales price per ton over the second quarter of 2008, offset by a 13% decrease in total tons shipped to outside customers.

Net sales for the steel mills segment increased 55% over the third quarter of 2007 due to the $444 (67%) increase in the average sales price per ton, partially offset by a 7% decrease in steel sales to outside customers from 5,038,000 tons in the third quarter of 2007 to 4,688,000 tons in the third quarter of 2008.

The 45% increase in the steel products segment’s sales for the third quarter was due to a 20% increase in shipments, primarily attributable to acquisitions, as well as a 22% increase in the average sales price per ton.

In the third quarter of 2008, approximately 78% of outside sales in the raw materials segment were from the brokerage operations of DJJ and approximately 21% of the outside sales were from the scrap processing facilities. Prior to the acquisition of DJJ, there were no outside sales of raw materials.

Net sales for the first nine months of 2008 increased 60% from last year’s first nine months due to a 30% increase in average sales price per ton from $716 in the nine months of 2007 to $934 in the first nine months of 2008 and a 23% increase in total tons shipped to outside customers.

The 39% increase in sales for the first nine months of 2008 in the steel mills segment was primarily attributable to the $249 per ton (38%) increase in average realized prices from the same period last year. In addition, steel sales to outside customers increased 1% from the first nine months of 2007 to the first nine months of 2008.

 

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The 55% increase in the steel products segment’s sales for the first nine months of the year resulted primarily from an increase of approximately 35% in shipments. The higher volume of shipments is mainly attributable to the acquisition of Harris in March 2007, Magnatrax Corporation in August 2007 and Ambassador in August 2008. Subsequent to its acquisition by Nucor, Harris has continued to grow its rebar fabrication business by acquiring other rebar fabrication companies, which also contributed to the rise in shipments. The increased sales for this segment were also due to a 16% increase in average sales price per ton.

In the raw materials segment, approximately 77% of outside sales in the first nine months of 2008 were from the brokerage operations of DJJ and approximately 22% of the outside sales were from the scrap processing facilities.

The “All other” category includes Novosteel S. A., a steel trading business of which Nucor, through Harris, owns 75%. The period over period increases in sales are due to Nucor owning the interest in Novosteel for all of 2008 versus only a portion of 2007 (since March 2007), combined with an increased sales price per ton.

Gross Margins For the third quarter of 2008, Nucor recorded gross margins of $1.46 billion (20%), compared to $810.0 million (19%) in the third quarter of 2007. The year-over-year dollar and gross margin increases were the result of increased average sales price per ton for all products, the 16% increase in total shipments to outside customers and the significant acquisitions made by Nucor in the last 21 months. The positive impact of these factors on our gross margin percentage was partially offset by the following:

 

   

In the steel mills segment, the average price of raw materials used increased approximately 88% from the third quarter of 2007 to the third quarter of 2008, primarily due to the increased cost of scrap. The average scrap and scrap substitute cost per ton used was $533 in the third quarter of 2008, an increase of 92% compared with $277 in the third quarter of 2007. Energy costs increased $7 per ton over the prior year period. In the steel products segment, the average price of raw materials used increased approximately 39% from the third quarter of 2007 to the third quarter of 2008.

 

   

Nucor incurred a LIFO charge of $140.0 million in the third quarter of 2008, compared with a charge of $11.0 million in last year’s third quarter. (LIFO charges for interim periods are based on management’s estimates of both inventory prices and quantities at year-end. The actual amounts will likely differ from these estimated amounts, and such differences may be significant.)

 

   

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

 

 

 

Pre-operating and start-up costs of new facilities increased to $29.7 million in the third quarter of 2008, compared with $14.1 million in the third quarter of 2007. In 2008 and 2007, these costs primarily related to the HIsmelt project in Kwinana, Australia, the construction of the SBQ mill in Memphis, Tennessee, the start-up of our building systems facility in Brigham City, Utah and the Castrip® project in Blytheville, Arkansas.

For the first nine months of 2008, Nucor recorded gross margins of $3.57 billion (18%), compared to $2.35 billion (19%) in the first nine months of 2007. The year-over-year dollar increase was the result of increased average sales price per ton for all products, the 23% increase in total shipments to outside customers and the significant acquisitions made by Nucor in the last 21 months. The decrease in our gross margin percentage was due principally to the following factors:

 

   

The cost of raw materials, including scrap and energy, continued to escalate. In the steel mills segment, the average price of raw materials used increased approximately 58% from the first nine months of 2007 to the first nine months of 2008, primarily due to the increased cost of scrap, our main raw material. The average scrap and scrap substitute cost per ton used in the first nine months of 2008 was $439, an increase of 60% compared with $275 in the first nine months of 2007. Energy costs increased $5 per ton over the prior year period. In the steel products segment, the average price of raw materials used increased approximately 25% from the first nine months of 2007 to the first nine months of 2008.

 

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As a result of these increased raw material and energy costs, Nucor incurred a record LIFO charge of $423.0 million in the first nine months of 2008, compared with a charge of $102.0 million in the first nine months of 2007.

 

   

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

 

   

Pre-operating and start-up costs of new facilities increased from $39.1 million in the first nine months of 2007 to $74.8 million in the first nine months of 2008.

Nucor’s raw material surcharge has helped offset the impact of significantly more volatile scrap prices and allowed us to purchase the scrap needed to fill our customers’ orders. Changes in scrap prices are based on changes in the global supply and demand for scrap, which is tied to the global supply and demand for steel products. Although it is currently moderating, demand for scrap and other raw materials has risen sharply in recent years in response to increased demand, both domestically and internationally, for a wide range of products made from steel without a corresponding increase in the global supply of those raw materials. Our surcharges are based upon changes in widely-available market indices for prices of scrap and other raw materials. We monitor those market indices closely and make adjustments as needed, but generally on a monthly basis, to the surcharges and sometimes directly to the selling prices, for our products. The majority of our steel sales are to spot market customers who place their orders each month based on their business needs and our pricing competitiveness compared with both domestic and global producers and trading companies. We also include in all of our contracts a method of adjusting prices on a monthly basis to reflect changes in scrap prices. Contract sales typically have a term ranging from six months to two years. Although there will always be a timing difference between changes in the prices we pay for raw materials and the adjustments we make, we believe that the surcharge mechanism, which our customers understand is a necessary response by us to the market forces of supply and demand for our raw materials, continues to be an effective means of maintaining our margins.

Marketing, Administrative and Other Expenses The major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs increased 23% in the third quarter of 2008 over the third quarter of 2007, and increased 15% from the first nine months of 2007 to the first nine months of 2008, primarily due to higher fuel costs. Profit sharing costs, which are based upon and generally fluctuate with pre-tax earnings, more than doubled from third quarter of 2007 to the third quarter of 2008, and increased approximately 60% from the first nine months of 2007 to the first nine months of 2008. 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.

Interest Expense (Income) Net interest expense (income) for the third quarter and first nine months of 2008 and 2007 was as follows:

 

     Three Months (13 Weeks) Ended     Nine Months (39 Weeks) Ended  
   Sept. 27, 2008     Sept. 29, 2007     Sept. 27, 2008     Sept. 29, 2007  

Interest expense

   $ 36,996     $ 10,452     $ 101,068     $ 36,695  

Interest income

     (13,966 )     (6,876 )     (32,959 )     (37,302 )
                                

Interest expense, net

   $ 23,030     $ 3,576     $ 68,109     $ (607 )
                                

 

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In the third quarter of 2008, gross interest expense increased over the prior year primarily due to the tripling of average debt outstanding combined with an increase in average interest rates from 4.6% to 5.4%. Nucor has issued $2.3 billion in notes since the beginning of the fourth quarter of 2007. The interest rates on the $2.3 billion in notes are higher than the rates on the majority of Nucor’s pre-existing debt. Gross interest income increased mainly due to the tripling of the balance of average investments, partially offset by a decrease in the average interest rate earned on investments.

Gross interest expense increased from the first nine months of 2007 to the first nine months of 2008 due to an increase in average debt outstanding of approximately 198% accompanied by an increase in average interest rates from 4.7% to 5.1%. During the first six months of 2008, Nucor issued and repaid $800 million of commercial paper. Gross interest income decreased from the first nine months of 2007 to the first nine months of 2008 due to a decrease in the average interest rate earned on investments.

Minority Interests Minority interests represent the income attributable to the minority partners of Nucor’s joint ventures, primarily Nucor-Yamato Steel Company (“NYS”), Novosteel S.A., and Barker Steel Company, Inc., of which Nucor owns 51%, 75% and 90%, respectively. Minority interests in the third quarter of 2008 remained flat compared to the third quarter of 2007. The nine-month increase in minority interests was primarily attributable to the increased earnings of NYS in the first and second quarters of 2008, which were due to the strength of the structural steel market. Under the NYS partnership agreement, the minimum amount of cash to be distributed each year to the partners is the amount needed by each partner to pay applicable U.S. federal and state income taxes.

Provision for Income Taxes Nucor had an effective tax rate of 35.7% in the third quarter of 2008 compared with 34.8% in the third quarter of 2007. The effective tax rate in the first nine months of 2008 was 34.7% compared with 35.1% in the first nine months of 2007. In the third quarter of 2008, the effective tax rate trended upward to reflect an expected higher proportion of domestic to foreign pre-tax earnings for the year. The IRS is currently examining Nucor’s 2005 and 2006 federal income tax returns. Management believes that the company has adequately provided for any adjustments that may arise from this audit.

Net Earnings and Return on Equity Net earnings and earnings per share in the third quarter of 2008 increased 93% and 79%, respectively, to a record $734.6 million and $2.31 per diluted share, compared with $381.2 million and $1.29 per diluted share in the third quarter of 2007. Net earnings as a percentage of net sales were 10% and 9%, respectively, in the third quarters of 2008 and 2007.

Net earnings and earnings per share in the first nine months of 2008 increased 56% and 55%, respectively, to a record $1.73 billion and $5.70 per diluted share, compared with $1.11 billion and $3.68 per diluted share in the first nine months of 2007. Net earnings as a percentage of net sales were 9% in both the first nine months of 2008 and 2007. Return on average stockholders’ equity was approximately 34.9% and 30.5% in the first nine months of 2008 and 2007, respectively.

Outlook The global economy continues to be negatively impacted by the unprecedented financial crisis. In the fourth quarter of 2008, we expect to experience a drop in demand and in the prices for our products. To some extent there is an offsetting trend of lower energy and scrap steel prices, but our margins and overall profitability are likely to be adversely affected for some time by the changes that have taken place so abruptly in the global balance of supply and demand for steel, steel products and raw materials.

Our margins have been much stronger since the severely depressed market conditions in 2002 and 2003 when most domestic and global steel companies reported operating losses and many filed for bankruptcy. We believe our variable cost structure allowed us to survive those market conditions as declining scrap prices and our incentive pay system, which reduced our hourly and salary payroll costs, combined to help offset lower selling prices for our products. We expect this same flexibility will work to our advantage during current market conditions.

 

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Although the outlook for the performance of both the economy and the steel industry during the fourth quarter is negative, we believe 2008 as a whole will be our fifth consecutive year of exceptionally strong profitability. If the unprecedented initiatives undertaken since the end of the third quarter by the United States and other governments to stabilize domestic and international financial markets are successful, businesses, including many of our customers, could see significantly improved access to credit and resulting improved business conditions beginning in 2009.

Longer term, we continue to believe in the strength of the global infrastructure build and the associated bull market for steel. It is this global growth in steel demand that will help drive Nucor’s future growth and profitability.

Liquidity and capital resources

The current ratio was 2.4 at the end of the first nine months of 2008 and 3.2 at year-end 2007. The percentage of long-term debt to total capital was 28% at the end of the first nine months of 2008 and 29% at year-end 2007. Accounts receivable increased 58% since year-end due to the 69% increase in net sales over the fourth quarter of 2007. Inventories increased 96% since year-end due to acquisitions, increased scrap inventory tons and increased cost per ton.

Capital expenditures increased approximately 144% in the first nine months of 2008 compared with the first nine months of 2007. Capital expenditures, excluding acquisitions, are projected to be approximately $1.1 billion for all of 2008.

In September, Nucor’s board of directors declared a supplemental dividend of $0.20 per share in addition to the $0.32 per share base dividend. The total dividend of $0.52 per share is payable on November 11, 2008 to stockholders of record on September 30, 2008. The payment of a supplemental dividend in any future period will depend upon many factors, including Nucor’s earnings, cash flow and financial position.

Nucor repurchased approximately 2.8 million shares at a cost of about $124.0 million during the third quarter and first nine months of 2008, and repurchased approximately 11.6 million shares at a cost of about $599.8 million during the third quarter of 2007. Nucor repurchased approximately 14.1 million shares at a cost of about $754.0 million during the first nine months of 2007. Approximately 27.2 million shares remain authorized for repurchase under the Company’s stock repurchase program.

Existing cash and cash equivalents and short-term investments of approximately $1.44 billion funded the DJJ acquisition. In late May 2008, Nucor completed a public offering of 27,667,580 common shares at an offering price of $74.00 per share. In early June, Nucor issued $1.00 billion in debt with maturities from 2013 to 2037. Nucor used a portion of the $2.97 billion net proceeds from the common stock offering and the issuance of notes to fund the acquisition of Ambassador and other companies as well as the investment in Duferdofin-Nucor. We plan to use the remainder of the net proceeds for general corporate purposes including acquisitions, capital expenditures, working capital requirements and repayment of debt.

Funds provided from operations, existing credit facilities and new borrowings are expected to be adequate to meet future capital expenditure and working capital requirements for existing operations for at least the next 24 months. Nucor believes it has the ability to raise additional funds as needed to finance acquisitions and maintain reasonable financial strength.

In June 2008, Nucor received increased commitments under its existing five-year unsecured revolving credit facility to provide for up to $1.3 billion in revolving loans. The multi-year revolving credit agreement matures in November 2012 and was amended in June to allow up to $200 million in additional commitments at Nucor’s election in accordance with the terms set forth in the credit agreement. No borrowings were outstanding under the credit facility as of September 27, 2008. Based on the information currently available, we believe that the lenders continue to have the ability to meet their obligations under the credit facility.

 

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Nucor has recently announced several major projects. In July 2008, Nucor announced its plans to install a plate heat treating facility at its plate mill in Hertford County, North Carolina. The heat treat line will have an estimated annual capacity of 120,000 tons and will have the ability to produce heat treated plate from  3/16” through 2” thick. Total cost of the project is expected to be approximately $110 million.

Discussions between Sidenor S.A. and Nucor concerning the possible formation of a joint venture for the production and distribution of long steel products and plate in the Balkans, Turkey, Cyprus and North Africa continue in a cooperative and friendly manner. However, the current turmoil in the world financial markets has delayed the completion of this effort. Both Sidenor and Nucor expect to conclude our discussions when the future outlook becomes clearer.

In May 2008, Nucor applied for a permit to build a $2 billion state-of-the-art iron-making facility in St. James Parish, Louisiana. Sites outside of the United States are still being considered, and the site selection and capital investment are subject to approval by Nucor’s board of directors. The facility is expected to produce 3,000,000 tons of pig iron, employing the latest technologies to reduce emissions. If the project is ultimately built in the U.S., it would be the first domestic greenfield pig iron facility built in more than 30 years.

Nucor entered into significant new commitments during the first nine months of 2008 with respect to the issuance of $1.00 billion in debt with the following estimated payments (in thousands) as of September 27, 2008:

 

     Total    2008    2009 - 2010    2011 - 2012    2013 and
thereafter

Long-term debt

   $ 1,000,000    $ —      $ —      $ —      $ 1,000,000

Interest on long-term debt

     807,751      14,438      115,500      115,500      562,313
                                  

Total additional contractual obligations

   $ 1,807,751    $ 14,438    $ 115,500    $ 115,500    $ 1,562,313
                                  

There were no other significant changes to our contractual commitments as presented in our 2007 Annual Report.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Interest Rate Risk – Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. Nucor also uses interest rate swaps to manage net exposure to interest rate changes. Management believes that Nucor’s exposure to interest rate market risk has not significantly changed since December 31, 2007.

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

 

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Nucor also uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in the production process and to hedge a portion of our aluminum and copper purchases and sales. Gains and losses from derivatives designated as hedges are deferred in accumulated other comprehensive income (loss) on the condensed consolidated balance sheets and recognized into earnings in the same period as the underlying physical transaction. At September 27, 2008, accumulated other comprehensive income (loss) includes $12.9 million in unrealized net-of-tax losses for the fair value of these derivative instruments. Changes in the fair values of derivatives not designated as hedges are recognized in earnings each period. The following table presents the negative effect on pre-tax income of a hypothetical change in the fair value of derivative instruments outstanding at September 27, 2008, due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in thousands):

 

Commodity Derivative

   10% Change    25% Change

Natural gas

   $ 46,552    $ 116,379

Aluminum

     3,657      9,142

Copper

     15      38

Any resulting changes in fair value would be recorded as adjustments to other comprehensive income (loss), net of tax, or recognized in net earnings, as appropriate. These hypothetical losses would be partially offset by the benefit of lower prices paid or higher prices received for the physical commodities.

Foreign Currency Risk – Nucor is exposed to foreign currency risk through its operations in Canada and Trinidad and its joint ventures in Australia and Italy. In the first half of 2008, the Company entered into forward foreign currency contracts in order to mitigate the risk of currency fluctuation on the anticipated joint venture with the Duferco Group of Lugano, Switzerland. These contracts had a notional value of €423.5 million and matured in the second quarter of 2008 resulting in gains of $17.6 million. These contracts all settled during the second quarter of 2008.

 

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures – As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective. During the first quarter of 2008, Nucor acquired DJJ (See Note 3 to the condensed financial statements included in Item 1). Nucor is in the process of incorporating these operations as part of our internal controls. Nucor has extended its Section 404 compliance program under the Sarbanes-Oxley Act of 2002 and the applicable rules and regulations under such Act to include DJJ. Nucor will report on its assessment of its combined operations within the time period provided by the Act and the applicable SEC rules and regulations concerning business combinations.

Changes in Internal Control Over Financial Reporting – There were no changes in our internal control over financial reporting during the quarter ended September 27, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings

Nucor has been named, along with other major steel producers, as a co-defendant in several related antitrust class-action complaints filed by Standard Iron Works and other steel purchasers between September 12, 2008 and October 6, 2008, in the United States District Court for the Northern District of Illinois. The cases are filed as class actions. The plaintiffs allege that from January 2005 to the present, eight steel manufacturers, including Nucor, engaged in anticompetitive activities with respect to the production and sale of steel. The plaintiffs seek, on behalf of themselves and the purported class, unspecified treble damages, attorneys’ fees, pre- and post-judgment interest and injunctive relief. Although we believe the plaintiffs’ claims are without merit and will vigorously defend against them, we cannot at this time predict the outcome of this litigation or determine Nucor’s potential exposure.

 

Item 1A. Risk Factors

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

 

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

Our share repurchase program activity for each of the three months and the quarter ended September 27, 2008 was as follows (in thousands, except per share amounts):

 

     Total Number of
Shares Purchased
   Average Price
Paid per Share (1)
   Total Number
of Shares
Purchased as
Part of Publicly
Announced
Plans or
Programs (2)
   Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs (2)

June 29, 2008 - July 26, 2008

   —        —      —      —  

July 27, 2008 - August 23, 2008

   —        —      —      —  

August 24, 2008 - September 27, 2008

   2,774    $ 44.68    2,774    27,226
                     

For the quarter ended September 27, 2008

   2,774    $ 44.68    2,774    27,226
                     

 

(1) Includes commissions of $0.02 per share.
(2) On September 6, 2007, the board of directors approved a stock repurchase program under which the Company is authorized to repurchase up to an additional 30 million shares of common stock.

 

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Item 6. Exhibits

 

Exhibit No.

 

Description of Exhibit

10   Amended and Restated Severance Plan for Senior Officers and General Managers
12.1   Computation of Ratio of Earnings to Fixed Charges
31   Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1   Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

 

NUCOR CORPORATION
By:  

/s/ Terry S. Lisenby

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

Dated: November 4, 2008

 

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NUCOR CORPORATION

List of Exhibits to Form 10-Q – September 27, 2008

 

Exhibit No.

 

Description of Exhibit

10   Amended and Restated Severance Plan for Senior Officers and General Managers
12.1   Computation of Ratio of Earnings to Fixed Charges
31   Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1   Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32   Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.1   Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

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Amended and Restated Severance Plan

Exhibit 10

NUCOR CORPORATION

AMENDED AND RESTATED SEVERANCE PLAN

FOR SENIOR OFFICERS AND GENERAL MANAGERS

ARTICLE I

ESTABLISHMENT OF PLAN

Effective April 1, 2002, Nucor Corporation established a severance benefit policy for senior officers and general managers. At its meeting on September 5, 2007, the Compensation and Executive Development Committee of Nucor Corporation’s Board of Directors approved, and Nucor Corporation subsequently implemented on October 1, 2007, a formal plan document (the “Severance Plan”) setting forth the terms and provisions of the severance policy to comply with the requirements of Section 409A of the Code and to meet other current needs. Nucor Corporation now desires to amend and restate the Severance Plan in its entirety for the purposes of, among other things, clarifying the circumstances under which benefits are payable under the Severance Plan.

Now, therefore, as of the Effective Date, Nucor Corporation hereby amends and restates the Severance Plan in its entirety to read as follows:

ARTICLE II

DEFINITIONS

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

2.1 “Base Salary” shall mean the amount a Participant is entitled to receive from the Company or a Subsidiary in cash as wages or salary on an annualized basis in consideration for his or her services, (i) including any such amounts which have been deferred and (ii) excluding all other elements of compensation such as, without limitation, any bonuses, commissions, overtime, health benefits, perquisites and incentive compensation.

2.2 “Board” shall mean the Board of Directors of the Company.

2.3 “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

2.4 “Committee” shall mean the Compensation and Executive Development Committee of the Board.

2.5 “Company” shall mean Nucor Corporation, a Delaware corporation and any successor thereto.

2.6 “Compete” shall mean to engage in the design, research, development, manufacture, marketing, sale or distribution of products that are the same as, or substantially similar to, products that are being designed, researched, developed, manufactured, marketed, sold or distributed by the Company or a Subsidiary.


2.7 “Date of Termination” shall mean the date of a Participant’s separation from service with the Company and all Subsidiaries. For purposes of the Plan, the term “separation from service” shall be defined as provided in Section 409A of the Code and applicable regulations.

2.8 “Effective Date” shall mean September 3, 2008.

2.9 “Employee” shall mean any person, including a member of the Board, who is employed by the Company or a Subsidiary.

2.10 “Month’s Base Pay” shall mean the Participant’s Base Salary divided by twelve (12).

2.11 “Participant” shall mean an Employee who meets the eligibility requirements of Section 3.1.

2.12 “Plan” shall mean the Nucor Corporation Severance Plan for Senior Officers and General Managers as set forth herein and as amended from time to time.

2.13 “Severance Benefits” shall mean the payments and benefits provided in accordance with Section 4.2 of the Plan.

2.14 “Specified Employee” shall mean an Employee who, as of the Employee’s Date of Termination, is a key employee of the Company. An Employee shall be a “key employee” for this purpose during the twelve (12) month period beginning April 1 each year if the Employee met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the twelve (12) month period ending on the December 31 immediately preceding the Employee’s Date of Termination.

2.15 “Subsidiary” shall mean any corporation (other than the Company), limited liability company, or other business organization in an unbroken chain of entities beginning with the Company in which each of such entities other than the last one in the unbroken chain owns stock, units, or other interests possessing fifty percent (50%) or more of the total combined voting power of all classes of stock, units, or other interests in one of the other entities in that chain.

2.16 “Year of Service” shall mean a twelve (12) month period of employment, including periods of authorized vacation, authorized leave of absence and short-term disability leave, with the Company or a Subsidiary, including any successors thereto, but excluding any predecessors thereof. In determining a Participant’s Years of Service, all of the Participant’s separate periods of employment shall be aggregated and then converted to years and a fraction of a year.

 

2


ARTICLE III

ELIGIBILITY

3.1 Participation. Each Employee who is determined by the Committee to be a Senior Officer or a General Manager of the Company shall be eligible to be a Participant in the Plan.

3.2 Duration of Participation. A Participant shall cease to be a Participant in the Plan when he or she no longer is a Senior Officer or a General Manager of the Company. Notwithstanding the foregoing, a Participant who has become entitled to receive Severance Benefits as set forth in Section 4.1 shall remain a Participant in the Plan until the full amount of the Severance Benefits and any other amounts payable under the Plan have been paid to the Participant.

ARTICLE IV

SEVERANCE BENEFITS

4.1 Right to Severance Benefits. A Participant shall be entitled to receive Severance Benefits from the Company as provided in Section 4.2, if (i) on the Date of Termination, he is a Senior Officer or General Manager of the Company (as determined in the Committee’s sole discretion), (ii) the Participant’s employment with the Company or a Subsidiary is terminated for any reason, including due to the Participant’s death, disability, voluntary retirement, involuntary termination or resignation, and (iii) the Participant executes a Non-Competition and Non-Solicitation Agreement and a Waiver and Release Agreement as provided in Article V.

4.2 Severance Benefits.

(a) General. If a Participant’s employment is terminated in circumstances entitling him or her to Severance Benefits as provided in Section 4.1, the Company shall pay such Participant Severance Benefits in an amount equal to the greater of (i) six (6) Month’s Base Pay or (ii) the product of (A) one Month’s Base Pay and (B) the number of the Participant’s Years of Service through the Date of Termination; provided that, if the Participant is under age fifty-five (55) as of the Date of Termination, the Participant’s Severance Benefits shall not be less than the sum of the value as of the Date of Termination of the Participant’s forfeitable deferred common stock units credited to the Participant’s deferral account under the Company’s Senior Officers Long-Term Incentive Plan and the Participant’s forfeitable shares of restricted stock awarded under the Senior Officers Long-Term Incentive Plan. (For the avoidance of doubt, the minimum amount of Severance Benefits payable to a Participant who is under age fifty-five (55) as of the Date of Termination shall not include the value of the Participant’s forfeitable deferred common stock units credited to the Participant’s deferral account under the Company’s Senior Officers Annual Incentive or the value of any forfeitable restricted stock units or forfeitable shares of restricted stock awarded to the Participant under the Company’s 2005 Stock Option and Award Plan). A Participant’s Severance Benefits shall be reduced and offset, but not below zero, by any severance pay or pay in lieu of notice required to be paid to such Employee under applicable law, including, without limitation, the Worker Adjustment and Retraining Notification Act or any similar state or local law. Severance Benefits shall be paid at the time and in the form described in Section 4.2(b).

 

3


(b) Time and Form of Payment. If a Participant’s employment with the Company is terminated for any reason other than the Participant’s death, the Participant’s Severance Benefits shall be paid to the Participant in twenty-four (24) equal monthly installments, without interest or other increment thereon, commencing as of the first month following the Participant’s Date of Termination; provided, however, if the Participant is a Specified Employee as of the Participant’s Date of Termination, the Severance Benefits that would otherwise be payable during the six (6) month period immediately following the Participant’s Date of Termination shall be accumulated and the Participant’s right to receive payment of such accumulated amount will be delayed until the seventh month following the Participant’s Date of Termination and paid during such month, without interest, and the normal payment schedule for the remaining Severance Benefits will commence. If the Participant dies during the twenty-four (24) month installment payment period, the remaining payments that would have been paid to the Participant shall be paid to the Participant’s estate in a single sum payment as soon as practicable (but in any event within ninety (90) days) following the Participant’s death. In the event a Participant dies while employed by the Company or a Subsidiary, the eligibility requirements set forth in Section 4.1(iii) shall be deemed satisfied and the Participant’s Severance Benefits shall be paid to the Participant’s estate in a single sum payment as soon as practicable (but in any event within ninety (90) days) following the Participant’s death.

4.3 Other Benefits Payable. The Severance Benefits provided pursuant to Section 4.2 shall be provided in addition to, and not in lieu of, all other accrued or earned and vested but deferred compensation, rights, options or other benefits which may be owed to a Participant upon or following the Participant’s Date of Termination.

ARTICLE V

NON-COMPETITION AND NON-SOLICITATION AGREEMENT;

WAIVER AND RELEASE AGREEMENT

5.1 Non-Competition and Non-Solicitation Agreement. As a condition to the receipt of Severance Benefits, a Participant shall enter into an agreement in form and content reasonably satisfactory to the Committee pursuant to which the Participant agrees to refrain, for a reasonable period of time following the Participant’s Date of Termination, from (i) competing with the Company, (ii) soliciting or influencing any customer or prospective customer of the Company to alter its business with the Company or to do business with another company, (iii) soliciting or offering employment to any employee of the Company, or (iv) disclosing any confidential information or trade secrets of the Company.

5.2 Waiver and Release Agreement. As a condition to the receipt of Severance Benefits, a Participant must submit a signed Waiver and Release Agreement in form and content reasonably satisfactory to the Committee on or within forty-five (45) days of the Participant’s Date of Termination. A Participant may revoke the signed Waiver and Release Agreement

 

4


within seven (7) days of signing. Any such revocation must be made in writing and must be received by the Committee within such seven (7) day period. A Participant who timely revokes a Waiver and Release Agreement shall not be eligible to receive Severance Benefits under the Plan.

5.3 Effect of Breach. In the event a Participant breaches any agreement entered into in accordance with Section 5.1 or fails to sign a Waiver and Release Agreement in accordance with Section 5.2, the Committee may require the Participant to (i) immediately forfeit any portion of the Severance Benefits that is then outstanding and (ii) return to the Company all or some of the economic value of the Severance Benefits that was realized or obtained by the Participant prior to the breach.

ARTICLE VI

SUCCESSOR TO COMPANY

This Plan shall bind any successor of the Company, its assets or its businesses (whether direct or indirect, by purchase, merger, consolidation or otherwise), in the same manner and to the same extent that the Company would be obligated under this Plan if no succession had taken place. In the case of any transaction in which a successor would not by the foregoing provision or by operation of law be bound by this Plan, the Company shall require such successor expressly and unconditionally to assume and agree to perform the Company’s obligations under this Plan, in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. The term “Company,” as used in this Plan, shall mean the Company as hereinbefore defined and any successor or assignee to the business or assets which by reason hereof becomes bound by this Plan.

ARTICLE VII

DURATION, AMENDMENT AND TERMINATION

7.1 Amendment and Termination. The Plan may be terminated or amended in any respect by resolution adopted by a majority of the Committee.

7.2 Form of Amendment. The form of any amendment or termination of the Plan shall be a written instrument signed by a duly authorized officer or officers of the Company, certifying that the amendment or termination has been approved by the Committee. An amendment of the Plan in accordance with the terms hereof shall automatically effect a corresponding amendment to all Participants’ rights hereunder. A termination of the Plan, in accordance with the terms hereof, shall automatically effect a termination of all Participants’ rights and benefits hereunder.

7.3 Code Section 409A Compliance. The Company intends for the Plan to comply with Section 409A of the Code. In the event that the Company reasonably determines that any Plan provision or procedure does not comply with Code Section 409A, the Company shall adopt such Plan amendments or adopt other policies or procedures that will bring the Plan and its administration into compliance with Code Section 409A; provided that any such Plan amendment, policy or procedure shall not reduce any Participant’s benefits or rights under the Plan.

 

5


ARTICLE VIII

MISCELLANEOUS

8.1 Employment Status. This Plan does not constitute a contract of employment or impose on the Company or any Subsidiary any obligation to retain the Participant as an Employee, to change the status of the Participant’s employment, or to change the Company’s policies or those of its subsidiaries’ regarding termination of employment.

8.2 Validity and Severability. The invalidity or unenforceability of any provision of the Plan shall not affect the validity or enforceability of any other provision of the Plan, which shall remain in full force and effect, and any prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

8.3 Governing Law. The validity, interpretation, construction and performance of the Plan shall in all respects be governed by the laws of North Carolina, without reference to principles of conflict of law.

8.4 Named Fiduciary; Administration. The Company is the named fiduciary of the Plan, with full authority to control and manage the operation and administration of the Plan, acting through the Committee and the Board.

8.5 Claims Procedure. If an Employee or former Employee makes a written request alleging a right to receive benefits under the Plan or alleging a right to receive an adjustment in benefits being paid under the Plan, the Company shall treat it as a claim for benefits. All claims for Severance Benefits under the Plan shall be sent to the Human Resources Department of the Company and must be received within thirty (30) days after the Date of Termination. If the Company determines that any individual who has claimed a right to receive Severance Benefits under the Plan is not entitled to receive all or any part of the benefits claimed, it will inform the claimant in writing of its determination and the reasons therefor in terms calculated to be understood by the claimant. The notice will be sent within thirty (30) days of the written request, unless the Company determines additional time, not exceeding forty-five (45) days, is needed. The notice shall make specific reference to the pertinent Plan provisions on which the denial is based, and describe any additional material or information that is necessary. Such notice shall, in addition, inform the claimant what procedure the claimant should follow to take advantage of the review procedures set forth below in the event the claimant desires to contest the denial of the claim. The claimant may, within ninety (90) days thereafter, submit in writing to the Company a notice that the claimant contests the denial of his or her claim by the Company and desires a further review. The Company shall, within thirty (30) days thereafter, review the claim and authorize the claimant to appear personally and review pertinent documents and submit issues and comments relating to the claim to the persons responsible for making the determination on behalf of the Company. The Company will render its final decision with specific reasons therefor in writing and will transmit it to the claimant within thirty (30) days of the written request for review, unless the Company determines additional time, not exceeding thirty (30)

 

6


days, is needed, and so notifies the Participant. If the Company fails to respond to a claim filed in accordance with the foregoing within thirty (30) days or any such extended period, the Company shall be deemed to have denied the claim.

8.6 Unfunded Plan Status. This Plan is intended to be an unfunded plan. All payments pursuant to the Plan shall be made from the general funds of the Company and no special or separate fund shall be established or other segregation of assets made to assure payment. No Participant or other person shall have under any circumstances any interest in any particular property or assets of the Company as a result of participating in the Plan. Notwithstanding the foregoing, the Company may (but shall not be obligated to) create one or more grantor trusts, the assets of which are subject to the claims of the Company’s creditors, to assist it in accumulating funds to pay its obligations under the Plan.

8.7 Tax Withholding. Any payment provided for hereunder shall be paid net of any applicable tax withholding required under federal, state, local or foreign law.

8.8 Nonalienation of Benefits. Except as otherwise specifically provided herein, amounts payable under the Plan shall not be subject to any manner of anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, including any liability which is for alimony or other payments for the support of a spouse or former spouse, or for any other relative of a Participant, prior to actually being received by the person entitled to payment under the terms of the Plan. Any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge, garnish, execute or levy upon, otherwise dispose of any right to amounts payable hereunder, shall be null and void.

8.9 Facility of Payment.

(a) If a Participant is declared an incompetent, and a conservator, guardian, or other person legally charged with his or her care has been appointed, any Severance Benefits to which such individual is entitled may be paid or provided to such conservator, guardian, or other person legally charged with his or her care;

(b) If a Participant is declared, or the Company reasonably believes the Participant to be, incompetent, and a conservator, guardian, or other person legally charged with his or her care has not been appointed, the Company may (i) require the appointment of a conservator or guardian, (ii) distribute amounts to his or her spouse, with respect to a Participant who is married, or to such other relative of an unmarried Participant for the benefit of such Participant, or (iii) otherwise distribute such amounts directly to or for the benefit of such Participant.

8.10 Gender and Number. Except when the context indicates to the contrary, when used herein masculine terms shall be deemed to include the feminine, and plural the singular.

 

7


8.11 Headings. The headings of Articles and Sections are included solely for convenience of reference, and are not to be used in the interpretation of the provisions of the Plan.

IN WITNESS WHEREOF, the undersigned, being a duly authorized officer of the Company, hereby certifies that the foregoing Amended and Restated Severance Plan for Senior Officers and General Managers has been ratified and approved by the Board.

 

NUCOR CORPORATION

/s/ Terry S. Lisenby

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

 

8

Computation of Ratio of Earnings to Fixed Charges

Exhibit 12.1

Computation of Ratio of Earnings to Fixed Charges

 

     Year Ended December 31,     2007     Nine Months Ended  
   2003     2004     2005     2006       Sept 29
2007
    Sept 27
2008
 
   (In thousands, except ratios)  

Earnings

              

Earnings before income taxes

   $ 69,978     $ 1,725,891     $ 2,027,083     $ 2,692,435     $ 2,253,315     $ 1,706,802     $ 2,641,064  

Plus: minority interests

     23,904       80,840       110,650       219,121       293,501       214,653       255,920  

Plus/(Less): losses/(earnings) from equity investments

     97       (4,070 )     (476 )     17,690       24,618       17,188       16,340  

Plus: fixed charges (includes interest expense and amortization of bond issuance costs and settled swaps and estimated interest on rent expense)

     27,151       30,645       36,571       40,351       55,381       38,614       110,228  

Plus: amortization of capitalized interest

     —         108       216       216       216       162       162  

Plus: distributed income of equity investees

     —         —         —         3,172       8,072       3,724       19,740  

Less: interest capitalized

     (850 )     (1,310 )     —         —         (3,700 )     (1,670 )     (8,180 )

Less: minority interests in subsidiaries that have not incurred fixed charges

     (23,904 )     (80,840 )     (110,650 )     (219,121 )     (293,604 )     (214,304 )     (255,091 )
                                                        
   $ 96,376     $ 1,751,264     $ 2,063,394     $ 2,753,864     $ 2,337,799     $ 1,765,169     $ 2,780,183  
                                                        

Fixed charges

              

Interest expense and amortization of bond issuance and settled swaps

     27,151       30,645       36,571       40,351       55,052       38,396       109,153  

Estimated interest on rent expense

     —         —         —         —         329       218       1,075  
                                                        

Total Fixed Charges

     27,151       30,645       36,571       40,351       55,381       38,614       110,228  
                                                        

Ratio of earnings to fixed charges

     3.55       57.15       56.42       68.25       42.21       45.71       25.22  
Section 302 CEO Certification

Exhibit 31

Certification of Principal Executive Officer

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

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

I, Daniel R. DiMicco, certify that:

 

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

 

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

 

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

 

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

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

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

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

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

 

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

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

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

 

Date: November 4, 2008    

/s/ Daniel R. DiMicco

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

Exhibit 31.1

Certification of Principal Financial Officer

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

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

I, Terry S. Lisenby, certify that:

 

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

 

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

 

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

 

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

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

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

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

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

 

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

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

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

 

Date: November 4, 2008    

/s/ Terry S. Lisenby

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

Exhibit 32

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. 1350

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

I, Daniel R. DiMicco, Chairman, President and Chief Executive Officer (principal executive officer) of Nucor Corporation (the “Registrant”), certify, to the best of my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended September 27, 2008 of the Registrant (the “Report”), that:

 

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

 

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

 

/s/ Daniel R. DiMicco

Name:   Daniel R. DiMicco
Date:   November 4, 2008
Section 906 CFO Certification

Exhibit 32.1

Certification of Principal Financial Officer

Pursuant to 18 U.S.C. 1350

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

I, Terry S. Lisenby, Chief Financial Officer, Treasurer and Executive Vice President (principal financial officer) of Nucor Corporation (the “Registrant”), certify, to the best of my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended September 27, 2008 of the Registrant (the “Report”), that:

 

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

 

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

 

/s/ Terry S. Lisenby

Name:   Terry S. Lisenby
Date:   November 4, 2008