Table of Contents

 

 

2008

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2008   Commission file number 1-4119

OR

¨  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                          to                         

 

 

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

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Name of each exchange
    on which registered    

Common stock, par value $0.40 per share   New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No   x

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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 the definitions 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

Aggregate market value of common stock held by non-affiliates was approximately $23.60 billion based upon the closing sales price of the registrant’s common stock on the last day of our most recently completed second fiscal quarter, June 28, 2008.

314,029,607 shares of common stock were outstanding at February 19, 2009.

Documents incorporated by reference include: Portions of 2008 Annual Report (Parts I, II and IV), and Notice of 2009 Annual Meeting of Stockholders and Proxy Statement (Part III) to be filed within 120 days after Nucor’s fiscal year end.

 

 

 


Table of Contents

Nucor Corporation

Table of Contents

 

          Page
PART 1     
Item 1    Business    1
Item 1A    Risk Factors    6
Item 1B    Unresolved Staff Comments    10
Item 2    Properties    10
Item 3    Legal Proceedings    11
Item 4    Submission of Matters to a Vote of Security Holders    11
Executive Officers of the Registrant    12
PART II     
Item 5    Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
   13
Item 6    Selected Financial Data    13
Item 7    Management’s Discussion and Analysis of Financial Condition and Results of
Operations
   13
Item 7A    Quantitative and Qualitative Disclosures about Market Risk    13
Item 8    Financial Statements and Supplementary Data    14
Item 9    Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
   14
Item 9A    Controls and Procedures    14
Item 9B    Other Information    15
PART III     
Item 10    Directors, Executive Officers and Corporate Governance    16
Item 11    Executive Compensation    16
Item 12    Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
   16
Item 13    Certain Relationships and Related Transactions, and Director Independence    16
Item 14    Principal Accountant Fees and Services    16
PART IV     
Item 15    Exhibits and Financial Statement Schedules    17
Signatures    21
Index to Financial Statement Schedule    22
List of Exhibits to Form 10-K    25

 

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PART I

 

Item 1. Business

Overview

Nucor Corporation was incorporated in Delaware in 1958. Nucor and affiliates are manufacturers of steel and steel products, with operating facilities and customers primarily located in North America. In February 2008, Nucor acquired The David J. Joseph Company (“DJJ”) and its affiliates. Through DJJ, Nucor also 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, using scrap steel as the primary material in producing our products. In 2008, we recycled approximately 20 million tons of scrap steel.

Segments

Nucor reports its results in the following segments: steel mills, steel products and raw materials. Net sales to external customers, intercompany sales, depreciation expense, amortization expense, earnings before income taxes, assets and capital expenditures by segment for each of the three years in the period ended December 31, 2008 as well as geographic information for the two years ended December 31, 2008, are set forth in Note 22 of Notes to Consolidated Financial Statements of the 2008 Annual Report, which note is hereby incorporated by reference.

Principal Products Produced

Principal products from the steel mills segment are hot-rolled steel (angles, rounds, flats, channels, sheet, wide-flange beams, pilings, billets, blooms, beam blanks and plate) and cold-rolled steel. Principal products from the steel products segment are steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold 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 (“DRI”) from Nucor’s facility in Trinidad; brokers ferrous and nonferrous metals, pig iron and HBI/DRI; supplies ferro-alloys; and processes ferrous and nonferrous scrap.

Hot-rolled steel is manufactured principally from scrap and scrap substitutes, utilizing electric arc furnaces, continuous casting and automated rolling mills. Cold-rolled steel, cold finished steel, steel joists and joist girders, fabricated concrete reinforcing steel, grating and expanded metal, cold drawn wire and steel fasteners are manufactured by further processing of hot-rolled steel. Steel deck, light gauge steel framing and wire mesh are manufactured from cold-rolled and cold drawn steel.

Markets and Marketing

In the steel mills segment, hot-rolled and cold-rolled sheet steel are produced to customer orders. In addition, other hot-rolled and cold-rolled steel are manufactured in standard sizes and inventories are maintained. In 2008, approximately 89% of the steel mills segment production was sold to non-affiliated customers; the remainder was used internally by the steel products segment. Hot-rolled steel and cold-rolled steel are sold primarily to steel service centers, fabricators and manufacturers throughout the United States. In 2008, approximately 40% of our sheet steel sales were made to contract customers with the balance of sales made in the spot market at prevailing prices at the time of sale. These contracts permit price adjustments to reflect changes in prevailing raw material costs and typically have terms ranging from six to twelve months.

In the steel products segment, steel joists and joist girders, and steel deck are sold to general contractors and fabricators throughout the United States. Substantially all work is to order and no unsold inventories of finished products are maintained. The majority of sales contracts are firm fixed-price contracts and are normally competitively bid against other suppliers. Longer term contracts may permit price adjustments to reflect changes

 

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in prevailing raw materials costs. Reinforcing products are sold on a construction contract bid basis. Product applications include highways, bridges, reservoirs, utilities, hospitals, schools, airports, stadiums and high-rise buildings. Cold finished steel, steel fasteners, steel grating, wire and wire mesh are manufactured in standard sizes and inventories are maintained. Cold finished steel and steel fasteners are sold primarily to distributors and manufacturers throughout the United States and Canada.

Products from the steel mills and steel products segments are marketed mainly through in-house sales forces. The principal competitive factors are price and service. The markets that Nucor serves are tied to capital and durable goods spending and are affected by changes in economic conditions. Considerable competition exists from numerous domestic manufacturers and foreign imports.

In the raw materials segment, ferrous and nonferrous scrap metal is processed and sold to domestic and international consumers. Additionally, brokerage of scrap substitutes, supply of ferro-alloy, and transportation, material handling and other services are provided to users of scrap metals. The primary customers for ferrous scrap are steel mills and foundries that use scrap as a raw material in their manufacturing process. Nonferrous customers include aluminum can companies, secondary aluminum smelters, steel mills and other processors and consumers of various nonferrous metals. Scrap products and services are marketed through in-house sales forces. In 2008, approximately 20% of the ferrous and nonferrous scrap tons sold by the raw materials segment were to non-affiliated customers.

Due to the global liquidity crisis that has resulted in the rapid weakening of global economic stability, capital spending and the related demand for our products remains depressed. In response, the United States Congress has recently enacted economic stimulus legislation that includes funds for infrastructure that should help capital spending in the months and years to come. This spending package includes “Buy America” language that should benefit our industry. The timing of this stimulus spending is uncertain, however, and we are preparing for a long period of depressed demand.

In the past, unfairly traded steel imports have had a devastating effect on the U.S. steel industry and its workers. We have continued the aggressive trade case work in which we have engaged over the years with our participation in the current statutory five-year sunset reviews of existing duties. In late 2006, the United States International Trade Commission chose to remove the duties that were in place on many of the countries involved in dumping these products into the United States. As a result, more foreign steel has continued to enter our borders with negative effects on several segments of the steel industry. The current economic crisis brings with it a renewed concern that illegally traded steel will once again become a major issue in our market, the world’s most open trading market. The past history of illegally traded steel imports has forced Nucor to become a realist regarding global trade. We will continue to fight illegally dumped foreign steel in support of both free and fair trade.

In 2008, Nucor aggressively supported the adoption of a Chinese Currency bill that would identify the mercantilist practices of currency manipulation that result in distorted trade, an insurmountable trade deficit and the loss of manufacturing jobs in the United States. Several bills were generated in the House and Senate, but none were enacted into law. Our coalition supporting these bills was broad, reaching across multiple industries, and ultimately drew attention to the domestic manufacturing job loss issue. In 2009, we hope that newly proposed legislation will unite Congress in an effort to maintain and enforce laws ensuring free and fair trade. The current Treasury Secretary has said informally that China manipulates its currency. This is a more positive step than anything accomplished by the prior administration. Nucor actively supports several organizations that promote free and fair trade and oppose currency manipulation.

Backlog

In the steel mills segment, Nucor’s backlog of orders was approximately $1.42 billion and $2.74 billion at December 31, 2008 and 2007, respectively. Nucor’s backlog of orders in the steel products segment was

 

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approximately $1.38 billion and $1.51 billion at December 31, 2008 and 2007, respectively. Order backlogs for the steel mills segment include orders attributable to Nucor’s downstream businesses. The majority of these orders will be filled within one year. The decrease in backlog orders in both segments is due to the economic downturn that occurred in the fourth quarter of 2008 and has continued into 2009. This downturn is severe in the construction markets, which represent a significant percentage of sales for our steel mills and steel products segment. Due to the nature of our raw materials business, order backlog within the raw materials segment is not significant.

Raw Materials

The primary raw material for the steel mills segment is ferrous scrap, which is primarily acquired via DJJ’s brokerage service from numerous sources throughout the country, including our DJJ scrap processing facilities. The primary raw material for the steel products segment is steel, which is almost entirely purchased from the steel mills segment. In the raw materials segment, we purchase ferrous and nonferrous scrap from the following primary sources: (i) manufacturers and industrial plants or other sources which generate or recycle steel scrap, aluminum, copper, stainless steel and other nonferrous metals; and (ii) scrap dealers, peddlers, auto wreckers, demolition firms and others who generate steel which they collect from a variety of sources. We do not purchase a material amount of scrap metal from a single source or from a limited number of major sources. The primary raw material for our DRI facility in Trinidad is iron ore which is purchased from various international suppliers.

The average scrap and scrap substitute cost per ton used remained at historically high levels in 2007 and 2008, increasing 13% from $246 in 2006 to $278 in 2007 and increasing an additional 58% to $438 in 2008. During both years, Nucor used a raw material surcharge as a component of our product pricing to help offset the impact of volatile scrap prices.

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. From late 2003 until third quarter 2008, demand for scrap and other raw materials rose sharply 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 changes 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, has until recently been an effective means of maintaining our margins.

In the fourth quarter, Nucor experienced a rapid fall-off in sales due to weaker market conditions. Since pig iron and certain grades of scrap have lead times of four to six months, dramatically reduced sales volumes resulted in the accumulation of increased tons of inventories (primarily at our steel mills) ordered at peak market prices. Our margins will be reduced until we work through this high priced inventory.

Nucor’s margins and overall profitability are affected by the global balance of supply and demand for steel. Our margins have been much stronger since 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 severely depressed market conditions as scrap prices fell dramatically and our incentive pay system reduced our hourly and salary payroll costs, helping to offset lower selling prices. We recognize that the steel business is cyclical in nature and expect to see future changes in the balance of supply and demand impact our

 

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margins and profitability. We also recognize that the global demand for steel has been growing at close to 6% annually since 2000 reflecting the building of infrastructure in Brazil, Russia, India, China, the Middle East, Eastern Europe, Africa and other parts of Asia. We believe this growth in steel consumption is likely to resume once the global economy emerges from the current severe recession.

The steel mills are also large consumers of electricity and natural gas. Nucor uses cash flow hedges and natural gas purchase contracts to partially manage its exposure to price risk of natural gas that is used during the manufacturing process. Historically, U.S.-based manufacturers have enjoyed competitive energy costs that have allowed them to compete on equal footing in what is becoming more and more a global market. In recent decades, our government has allowed a growing over-reliance on natural gas for the generation of electricity, while delaying or halting the construction of new coal-fired and nuclear power plants. At the same time, our government has prevented access to some of the most promising areas for natural gas exploration. As a result, natural gas prices have increased from less than $2.00 per mmbtu in the 1990’s (NYMEX Henry-Hub pricing) to a peak of more than $15.00 per mmbtu in December 2005. Forward contract prices for 2009 are currently averaging less than $5.00 per mmbtu due to the weak economy and reduced industrial demand. Any form of greenhouse gas legislation is likely to further increase the share of electricity generated by natural gas, thereby increasing costs for consumers of electricity. Nucor actively supports several organizations that are promoting a more rational energy policy. We believe this is critical for not only our future business success, but also for the future of the U.S. economy. Supplies of raw materials and energy have been, and are expected to be, adequate to operate our facilities.

Strategic Growth Initiatives

Nucor employs a multi-pronged growth strategy allowing for flexibility and the ability to capitalize on growth opportunities at any point in time. The objective of our strategy is profitable growth that will allow for maximum shareholder returns. The four prongs include:

 

   

Optimization of existing operations

 

   

Greenfield growth that capitalizes on new technologies and unique marketplace opportunities

 

   

Acquisitions

 

   

International growth with an emphasis on leveraging strategic partnerships and new technologies

Inherent in our growth strategy and our business model is our culture. It is a culture based on teamwork, continual improvement and long-term strategic thinking. Over the years, our culture and philosophy have enabled us to operate during periods of economic strength the same way we operate in a downturn. In fact, Nucor has a long history of taking advantage of economic downturns to grow stronger and expand our long-term earnings power. It is worth noting that a healthy portion of the profits realized over the past five years have been generated by assets we built or acquired during the last economic downturn experienced during the 2001 to 2003 time period. These highly successful growth initiatives included our entry into the plate market, and the acquisitions of Auburn Steel, Birmingham Steel and Trico Steel.

While the current economic downturn presents a number of risks to Nucor and the steel industry, we also believe that such an environment will present unusually attractive growth opportunities to a company that is in Nucor’s position of strength. We believe our strong balance sheet and disciplined approach will enable us to capitalize on these opportunities and continue to build Nucor into a better and more profitable company well into the future.

Optimization of existing operations

Nucor emphasizes optimizing existing operations in order to keep them state-of-the-art and globally competitive. Capital expenditures are currently projected to be approximately $400 million in 2009, a decrease of

 

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approximately 61% from 2008. This decrease is in part due to the substantial completion of several of our greenfield projects and also reflects the weakened business conditions resulting from the U.S. financial crisis of late 2008. The majority of the projected capital expenditures for 2009 will be used to maintain the productivity and efficiency of our existing facilities.

Greenfield growth

We continue to increase our presence in the steel mills segment through greenfield projects such as our special bar quality (“SBQ”) mill in Memphis, Tennessee, which has an estimated annual capacity of 850,000 tons. Complementing our mills in South Carolina and Nebraska, the Memphis mill positions Nucor to provide the most diverse, highest quality and lowest cost SBQ offering in North America. Production start-up began in the second half of 2008.

Another greenfield project is the Castrip® facility under construction in Blytheville, Arkansas. Nucor began operations of its 100% owned Castrip facility in Crawfordsville, Indiana, in 2002. This facility uses the breakthrough technology of strip casting, to which Nucor holds exclusive rights in the United States and Brazil. Strip casting involves the direct casting of molten steel into final shape and thickness without further hot or cold rolling, allowing lower investment and operating costs, reduced energy consumption and smaller scale plants than can be economically built with current technology. This process also reduces the overall environmental impact of producing steel by generating significantly lower emissions. The Arkansas Castrip facility is expected to begin operating in the first half of 2009. We continue to explore potential new joint ventures utilizing the Castrip technology.

In 2008, we announced the opening of the previously idle Kingman, Arizona, rolling mill that we acquired in 2003, with operations ready to begin in the second quarter of 2009 subject to market conditions at that time. During the year, we substantially completed the construction of a galvanizing facility at our sheet mill in Decatur, Alabama, and commenced operations at our building systems plant in Brigham City, Utah. Nucor has also announced plans to install a plate heat treating facility at our 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. Production start-up is expected to begin in the second half of 2010.

In May 2008, Nucor applied for a permit to build a 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. When completed, the first phase of the facility is expected to produce three million 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.

Acquisitions

Nucor’s acquisitions over the past few years have strengthened our position as North America’s most diversified producer of steel and steel products. This diversity has been a significant factor in Nucor’s increased profitability and added market share across multiple product categories.

The annual capacity of Nucor’s downstream value-added products has more than doubled since late 2006 to over 4.5 million tons. We have done this with our very successful acquisitions of Verco Manufacturing Company in steel decking; Harris Steel Group Inc. in rebar fabrication, cold finished bars and metal grating; LMP Steel & Wire Company in cold finished bars; Magnatrax Corporation in metal buildings; and Nelson Steel, Inc. in wire mesh. Harris Steel continued to be a growth platform for Nucor in 2008, having completed numerous acquisitions in the months following Nucor’s initial acquisition in 2007. With the acquisition of Ambassador Steel, Inc. in 2008, Harris increased our rebar fabrication capacity to over 1.5 million tons.

 

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In February 2008, Nucor announced the acquisition of SHV North America Corporation, which owns 100% of DJJ and certain affiliates. Since scrap is our largest single cost, this strategic investment provides an ideal growth platform for Nucor to expand its direct ownership in the steel scrap supply chain and further our raw materials strategy. By the end of 2008, Nucor added approximately one million tons of scrap processing and 23 locations via four scrap processing acquisitions executed by DJJ’s management team. Nucor’s total scrap processing capacity is now approaching five million tons. Additionally, DJJ brokers ferrous scrap, ferro-alloys and non-ferrous metals and internationally sources scrap, pig iron, and scrap substitutes. The DJJ Mill and Industrial Services business provides logistics and metallurgical blending operations and offers on-site handling and trading of industrial scrap. The DJJ Rail Services business oversees a large private fleet of rail cars dedicated to scrap movement and offers complete railcar fleet management and leases for third parties. All of these businesses have strategic value to Nucor as the most diversified North American steel producer.

International growth

In 2008, Nucor established an international growth platform by opening a European office and executing a joint-venture investment with Duferco S. A. In July 2008, Nucor acquired 50% of the stock of Duferdofin—Nucor S.r.l. Duferdofin—Nucor operates a steel melting and bloom/billet caster in San Zeno, Italy as well as rolling mills in Pallanzeno in the Piedmont region and Giammoro in Sicily. A new merchant bar mill is under construction at the Giammoro plant and is expected to be fully operational by mid-2009. The new mill at the Giammoro plant is expected to produce approximately 450,000 metric tons. The new company also includes the distribution companies of the former Duferdofin, enabling Duferdofin—Nucor to supply steel across Southern Europe and North Africa.

Employees

Nucor has a simple, streamlined organizational structure to allow our employees to make quick decisions and be innovative. Our organization is highly decentralized, with most day-to-day operating decisions made by our division general managers and their staff. Only 85 employees are located in our executive offices. The majority of Nucor’s 21,700 employees are not represented by labor unions.

Additional Information Incorporated by Reference

Additional information on Nucor’s business is incorporated by reference to Nucor’s 2008 Annual Report, pages 8 through 19.

Available Information

Nucor’s annual report on Form 10-K, quarterly reports on Form 10-Q, Current Reports on Form 8-K, and all amendments to these reports, are available on our website at www.nucor.com, as soon as reasonably practicable after Nucor files these reports electronically with, or furnishes them to, the Securities and Exchange Commission (“SEC”). Except as otherwise stated in these reports, the information contained on our website or available by hyperlink from our website is not incorporated into this Annual Report on Form 10-K or other documents we file with, or furnish to, the SEC.

 

Item 1A. Risk Factors

Many of the factors that affect our business and operations involve risk and uncertainty. The factors described below are some of the risks that could materially negatively affect our business, financial condition and results of operations.

 

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The current global recession and credit crisis have and are likely to continue to adversely affect our business.

The current deep and potentially prolonged global recession that officially began in the United States in December 2007 has, since the beginning of the third quarter of 2008, had a material adverse effect on demand for our products and consequently the results of our operations, financial condition and cash flows. In mid-February 2009, The Federal Reserve warned that the United States economy faces an “unusually gradual and prolonged” period of recovery from this deep and recessionary period.

The financial and credit crisis that intensified the current recession also triggered a period of upheaval characterized by bankruptcy, failure, collapse or sale at nominal amounts of various financial institutions. Despite the unprecedented level of intervention in the credit markets by the U.S. and foreign governments that has already occurred and is likely to continue to occur, this crisis could temporarily restrict our ability to borrow money on acceptable terms in the credit markets and potentially could affect our ability to draw on our credit facility. The financial and credit crisis is also making in difficult or, in many cases, impossible for our customers to borrow money to fund their operations. Their lack of or limited access to capital adversely affects their ability to purchase our products or, in some cases, to pay for our products on a timely basis.

Our industry is cyclical and prolonged economic declines could have a material adverse effect on our business.

Demand for most of our products is cyclical in nature and sensitive to general economic conditions. Our business supports cyclical industries such as the commercial construction, energy, appliance and automotive industries. As a result, downturns in the United States economy or any of these industries could materially adversely affect our results of operations and cash flows. Because steel producers generally have high fixed costs, reduced volumes result in operating inefficiencies. Over the six-year period ended December 31, 2008, our net earnings have varied from a record high of $1.83 billion in 2008 to a low of $64.8 million in 2003. Future economic downturns or a prolonged stagnant economy could materially adversely affect our business, results of operations, financial condition and cash flows.

Overcapacity in the global steel industry could increase the level of steel imports, which may negatively affect our business, results of operations and cash flows.

Global steel-making capacity exceeds global consumption of steel products, particularly during periods of global recession. This excess capacity results in manufacturers in certain countries exporting significant amounts of steel and steel products at prices below their cost of production. These imports, which are also affected by demand in the domestic market, international currency conversion rates and domestic and international government actions, can result in downward pressure on steel prices, which could materially adversely affect our business, results of operations, financial condition and cash flows.

Overcapacity in China, the world’s largest producer and consumer of steel, has the potential to result in a further increase in imports of low-priced, unfairly traded steel and steel products to the United States. In recent years, capacity growth in China has significantly exceeded the growth in Chinese market demand. A continuation of this unbalanced growth trend or a significant decrease in China’s rate of economic expansion could result in China increasing steel exports.

The results of our operations are sensitive to volatility in steel prices and changes in the cost of raw materials, particularly scrap steel.

We rely to an extent on outside vendors to supply us with raw materials, including both scrap and scrap substitutes, that are critical to the manufacture of our products. Although Nucor has vertically integrated its business through the successful start-up of our DRI facility in Trinidad and through the acquisition of DJJ, we may still be required to purchase our primary raw material, steel scrap, from numerous other sources throughout

 

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the country. Although we believe that the supply of scrap is adequate to operate our facilities, purchase prices of these critical raw materials are subject to volatility and are influenced by changes in scrap exports in response to changes in the scrap demands of global competitors. At any given time, we may be unable to obtain an adequate supply of these critical raw materials with price and other terms acceptable to us. The availability and prices of raw materials may also be negatively affected by new laws and regulations, allocation by suppliers, interruptions in production, accidents or natural disasters, changes in exchange rates, worldwide price fluctuations, and the availability and cost of transportation.

If our suppliers increase the prices of our critical raw materials, we may not have alternative sources of supply. In addition, to the extent that we have quoted prices to our customers and accepted customer orders for our products prior to purchasing necessary raw materials, we may be unable to raise the price of our products to cover all or part of the increased cost of the raw materials, although we have successfully used a raw material surcharge in the steel mills segment since 2004. Also, if we are unable to obtain adequate and timely deliveries of our required raw materials, we may be unable to timely manufacture sufficient quantities of our products. This could cause us to lose sales, incur additional costs and suffer harm to our reputation.

Changes in the availability and cost of electricity and natural gas are subject to volatile market conditions that could adversely affect our business.

Our steel mills are large consumers of electricity and natural gas. We rely upon third parties for our supply of energy resources consumed in the manufacture of our products. The prices for and availability of electricity, natural gas, oil and other energy resources are subject to volatile market conditions. These market conditions often are affected by weather and political and economic factors beyond our control. Disruptions in the supply of our energy resources could temporarily impair our ability to manufacture our products for our customers. Increases in our energy costs could materially adversely affect our business, results of operations, financial condition and cash flows.

Our steel making processes, and the manufacturing processes of many of our customers and suppliers, are energy intensive and generate carbon dioxide and other “Greenhouse Gasses” (GHG’s).

In 2008, several bills were introduced but not passed in the United States Senate that would regulate GHG and carbon dioxide emissions. Similar bills will be introduced in 2009. This legislation, when adopted, will increase our energy and other operating costs. This proposed legislation regulates domestic production but excludes imports from the same standards for a period of eight years, which will make domestic manufacturing uncompetitive with imported products during this time. These increased costs could also encourage more of our customers to relocate their manufacturing facilities to foreign countries that do not regulate GHG emissions and where Nucor is not positioned to sell or distribute our products. This proposed legislation is also likely to increase energy costs for all U.S. consumers resulting in a weaker domestic economy.

We plan to continue to implement our acquisition strategy and may encounter difficulties in integrating businesses we acquire.

We plan to continue to seek attractive opportunities to acquire businesses, enter into joint ventures and make other investments that are complementary to our existing strengths. Realizing the anticipated benefits of acquisitions or other transactions will depend on our ability to operate these businesses and integrate them with our operations and to cooperate with our strategic partners. Our business, results of operations, financial condition and cash flows could be materially and adversely affected if we are unable to successfully integrate these businesses.

In addition, we may enter into joint ventures or acquisitions located outside the U.S., which may be adversely affected by foreign currency fluctuations, changes in economic conditions and changes in local government regulations and policies.

 

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Competition from other materials may have a material adverse effect our business.

In many applications, steel competes with other materials, such as aluminum, cement, composites, glass, plastic and wood. Increased use of these materials in substitution for steel products could have a material adverse effect on prices and demand for our steel products.

Congress has raised the Corporate Average Fuel Economy (“CAFE”) mileage requirements for new cars and light trucks produced beginning in 2011. Automobile producers may reduce the steel content of cars and trucks to achieve the new CAFE fuel economy standards, reducing demand for steel and resulting in an over-supply in North America.

Our operations are subject to business interruptions and casualty losses.

The steel-making business is subject to numerous inherent risks, particularly unplanned events such as explosions, fires, other accidents, inclement weather and transportation interruptions. While our insurance coverage could offset losses relating to some of those types of events, our results of operations and cash flows could be adversely impacted to the extent any such losses are not covered by our insurance.

Our business requires substantial capital investment and maintenance expenditures, and our capital resources may not be adequate to provide for all of our cash requirements.

Our operations are capital intensive. For the five-year period ended December 31, 2008, our total capital expenditures, excluding acquisitions, were approximately $2.50 billion. Our business also requires substantial expenditures for routine maintenance. Although we expect requirements for our business needs, including the funding of capital expenditures, debt service for financings and any contingencies to be financed by internally generated funds or from borrowings under our $1.3 billion unsecured revolving credit facility, we cannot assure you that this will be the case. Additional acquisitions could require financing from external sources.

Environmental compliance and remediation could result in substantially increased costs and materially adversely impact our competitive position.

Our operations are subject to numerous federal, state and local laws and regulations relating to protection of the environment, and we, accordingly, make provision in our financial statements for the estimated costs of compliance. These laws are becoming increasingly stringent, resulting in inherent uncertainties in these estimates. To the extent that competitors, particularly foreign steel producers and manufacturers of competitive steel products, are not required to incur equivalent costs, our competitive position could be materially adversely impacted.

Changes in foreign currency may adversely affect our financial results.

Some of our steel products and other subsidiaries conduct their business in local currency and, for purposes of financial reporting, their results are translated into U.S. dollars based on average exchange rates prevailing during a reporting period. During times of a strengthening U.S. dollar, our reported net revenues and operating income will be reduced because the local currency will translate to fewer U.S. dollars.

The accounting treatment of goodwill and other intangible assets could result in future asset impairments, which would reduce our earnings.

We periodically calculate the fair value of our goodwill and intangible assets to test for impairment. The results of this calculation may be affected by the current adverse market conditions for the steel industry, as well as interest rates and general economic conditions. If impairment is determined to exist, we will incur impairment losses, which will reduce our earnings.

 

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Item 1B. Unresolved Staff Comments

None.

 

Item 2. Properties

Our principal operating facilities by segment are as follows:

 

Location

   Approximate
square footage
of facilities
  

Principal products

Steel mills:      

Blytheville, Arkansas

   2,500,000    Steel shapes

Crawfordsville, Indiana

   2,120,000    Flat-rolled steel

Berkeley County, South Carolina

   2,030,000    Flat-rolled steel, steel shapes

Decatur, Alabama

   2,000,000    Flat-rolled steel

Hickman, Arkansas

   1,410,000    Flat-rolled steel

Norfolk, Nebraska

   1,400,000    Steel shapes

Plymouth, Utah

   1,190,000    Steel shapes

Darlington, South Carolina

   1,170,000    Steel shapes

Jewett, Texas

   1,090,000    Steel shapes

Hertford County, North Carolina

   1,020,000    Steel plate

Seattle, Washington

   660,000    Steel shapes

Marion, Ohio

   520,000    Steel shapes

Memphis, Tennessee

   500,000    Steel shapes

Auburn, New York

   450,000    Steel shapes

Kankakee, Illinois

   430,000    Steel shapes

Tuscaloosa, Alabama

   350,000    Steel plate

Jackson, Mississippi

   350,000    Steel shapes

Birmingham, Alabama

   280,000    Steel shapes

Wallingford, Connecticut

   240,000    Steel shapes
Steel products:      

Norfolk, Nebraska

   1,040,000    Joists, deck

Brigham City, Utah

   750,000    Joists

Grapeland, Texas

   680,000    Joists, deck

St. Joe, Indiana

   550,000    Joists, deck

Chemung, New York

   550,000    Joists, deck

Florence, South Carolina

   530,000    Joists, deck

Fort Payne, Alabama

   470,000    Joists, deck
Raw materials:      

Point Lisas, Trinidad

   2,030,000    Direct reduced iron

Our steel mills segment also includes a distribution center in Pompano Beach, Florida.

In the steel products segment, we have 22 additional operating facilities in 16 states. Harris Steel has 62 operating facilities in 30 states and 31 operating facilities in Canada. Harris also operates multiple sales offices in Canada and certain other foreign locations.

In the raw materials segment, DJJ has 71 operating facilities in 15 states.

During 2008, the average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately 80%, 72% and 76% of production capacity, respectively. For the fourth

 

10


Table of Contents
Item 2. Properties, continued

 

quarter of 2008, the average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately 48%, 63% and 45% of production capacity. The utilization decrease in the fourth quarter was due to slowing production needed to meet declining demand for our products.

We also own our principal executive office in Charlotte, North Carolina.

 

Item 3. 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 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 involved in various other judicial and administrative proceedings as both plaintiff and defendant, arising in the ordinary course of business. Nucor does not believe that any such proceedings (including matters relating to contracts, torts, taxes, warranties and insurance) will have a material adverse effect on its business, operating results, financial condition or cash flows.

 

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

None during the quarter ended December 31, 2008.

 

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Table of Contents

Executive Officers of the Registrant

Daniel R. DiMicco (58)—Mr. DiMicco has been a director of Nucor since 2000 and was elected Chairman in May 2006. Mr. DiMicco has served as Nucor’s President and Chief Executive Officer since September 2000 and served as Vice Chairman from June 2001 to May 2006. He was an Executive Vice President of Nucor from 1999 to 2000 and Vice President from 1992 to 1999, serving as General Manager of Nucor-Yamato Steel Company. Mr. DiMicco began his career with Nucor in 1982 at Nucor Steel, Plymouth, Utah.

Terry S. Lisenby (57)—Mr. Lisenby has been Chief Financial Officer, Treasurer and Executive Vice President since January 2000. He previously served as a Vice President and Corporate Controller of Nucor from 1991 to 1999. Mr. Lisenby began his career with Nucor as Corporate Controller in 1985.

John J. Ferriola (56)—Mr. Ferriola has been Chief Operating Officer of Steelmaking Operations since September 2007. He previously served as an Executive Vice President of Nucor from 2002 to 2007 and was a Vice President from 1996 to 2001. He was General Manager of Nucor Steel, Crawfordsville, Indiana from 1998 to 2001; General Manager of Nucor Steel, Norfolk, Nebraska from 1995 to 1998; General Manager of Vulcraft, Grapeland, Texas in 1995; and Manager of Maintenance and Engineering at Nucor Steel, Jewett, Texas from 1992 to 1995.

Keith B. Grass (52)—Mr. Grass is an Executive Vice President of Nucor and serves as President and Chief Executive Officer of DJJ. From January 2000 until Nucor acquired DJJ in February 2008, he served as the President and Chief Executive Officer of DJJ. Before he assumed that position with DJJ, Mr. Grass held the following positions with the same company: President and Chief Operating Officer of the Metal Recycling Division during 1999; President of the International Division from 1996—1998; Vice President of Trading from 1992 to 1996; District Manager of the Chicago trading office from 1988 to 1992; District Manager of the Detroit office from 1986 to 1988; District manager of the Omaha office from 1985 to 1986. Mr. Grass began his career as a brokerage representative in DJJ’s Chicago office in 1978.

Ladd R. Hall (52)—Mr. Hall has been an Executive Vice President of Nucor since September 2007 and was Vice President and General Manager of Nucor Steel, Berkeley County, South Carolina from 2000 to 2007; Vice President and General Manager of Nucor Steel, Darlington, South Carolina from 1998 to 2000; Vice President of Vulcraft, Brigham City, Utah from 1994 to 1998 and General Manager there from 1993 to 1994; General Manager of Vulcraft, Grapeland, Texas from June 1993 to September 1993; Sales Manager of Vulcraft, Brigham City, Utah from 1988 to 1993; and Inside Sales at Nucor Steel Plymouth, Utah from 1981 to 1988.

Hamilton Lott, Jr. (59)—Mr. Lott has been an Executive Vice President of Nucor since September 1999 and was a Vice President from 1988 to 1999. He was General Manager of Vulcraft, Florence, South Carolina from 1993 to 1999; General Manager of Vulcraft, Grapeland, Texas from 1987 to 1993; Sales Manager of Vulcraft, St. Joe, Indiana from January 1987 to May 1987 and Engineering Manager there from 1982 to 1986. Mr. Lott began his career with Nucor as Design Engineer at Vulcraft, Florence, South Carolina in 1975.

D. Michael Parrish (56)—Mr. Parrish has been an Executive Vice President of Nucor since November 1998 and was a Vice President from 1990 to 1998. He was General Manager of Nucor Steel, Hickman, Arkansas from 1995 to 1998; General Manager of Nucor Steel, Jewett, Texas from 1991 to 1995; General Manager of Vulcraft, Brigham City, Utah from 1989 to 1991; Production Manager of Vulcraft, Fort Payne, Alabama from 1986 to 1989; Engineering Manager of Vulcraft, Brigham City, Utah from 1981 to 1986; and Engineer at Vulcraft, St. Joe, Indiana from 1975 to 1981.

Joseph A. Rutkowski (54)—Mr. Rutkowski has been an Executive Vice President of Nucor since November 1998 and was a Vice President from 1993 to 1998. He was General Manager of Nucor Steel, Hertford County, North Carolina, from August 1998 to November 1998; General Manager of Nucor Steel, Darlington, South Carolina from 1992 to 1998; Manager of Melting and Casting of Nucor Steel, Plymouth, Utah from 1991 to 1992; and Manager of Nucor Cold Finish, Norfolk, Nebraska from 1989 to 1991.

R. Joseph Stratman (52)—Mr. Stratman has been an Executive Vice President of Nucor since September 2007 and was Vice President and General Manager of Nucor-Yamato Steel Company from 1999 to 2007. He was Vice President of Nucor Steel, Norfolk, Nebraska in 1999 and General Manager there from 1998 to 1999; Controller of Nucor-Yamato Steel Company from 1991 to 1998; and Controller of Nucor Building Systems, Waterloo, Indiana from 1989 to 1991.

 

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PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Nucor has increased its base cash dividend every year since the Company began paying dividends in 1973. In 2008, in addition to increasing the base dividend, the board of directors approved a supplemental dividend in each of the first three quarters based on Nucor’s strong performance during the year. As a result, Nucor paid a total dividend of $2.17 per share in 2008 compared with $2.43 per share in 2007. In February 2009, the board of directors declared Nucor’s 144th consecutive quarterly cash dividend of $0.35 per share payable on May 12, 2009 to stockholders of record on March 31, 2009.

Additional information regarding the market for Nucor’s common stock, quarterly market price ranges, the number of stockholders and dividend payments is incorporated by reference to Nucor’s 2008 Annual Report, page 62.

 

Item 6. Selected Financial Data

Historical financial information is incorporated by reference to Nucor’s 2008 Annual Report, page 33.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Information required by this item is incorporated by reference to Nucor’s 2008 Annual Report, page 2 (Forward-looking Statements) and pages 20 through 29.

 

Item 7A. 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. At December 31, 2008, 14% of Nucor’s long-term debt was in industrial revenue bonds that have variable interest rates that are adjusted weekly or annually. The remaining 86% of Nucor’s debt is at fixed rates. Future changes in interest rates are not expected to significantly impact earnings. Nucor also makes use of interest rate swaps to manage net exposure to interest rate changes. As of December 31, 2008, there were no such contracts outstanding. Nucor’s investment practice is to invest in securities that are highly liquid with short maturities. As a result, we do not expect changes in interest rates to have a significant impact on the value of our investment securities.

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.

As a result of the rapid fall-off in sales due to weaker market conditions in the fourth quarter of 2008, we are beginning 2009 with high inventories of more expensive scrap and scrap substitutes. Since pig iron and certain grades of scrap have lead times of four to six months, dramatically reduced sales volumes resulted in the accumulation of increased tons of inventories ordered at peak market prices. If market conditions remain depressed for a prolonged period, it will take longer for us to work through these expensive raw materials (primarily pig iron at our sheet mills).

 

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Table of Contents
Item 7A. Quantitative and Qualitative Disclosures about Market Risk, continued

 

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 consolidated balance sheets and recognized into earnings in the same period as the underlying physical transaction. At December 31, 2008, accumulated other comprehensive income (loss) includes $66.0 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 December 31, 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

   $ 143,614    $ 201,900

Aluminum

     1,485      3,711

Copper

     218      545

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 8. Financial Statements and Supplementary Data

Information required by this item is incorporated by reference to Nucor’s 2008 Annual Report, pages 34 through 58.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

 

Item 9A. 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 were effective as of the evaluation date. Our evaluation did not include the internal controls over financial reporting of The David J. Joseph Company, which was acquired on February 28, 2008 (See Note 3 to the consolidated financial statements included in Item 8).

Changes in Internal Control Over Financial Reporting—There were no changes in our internal control over financial reporting during the quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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Table of Contents
Item 9A. Controls and Procedures, continued

 

Report on Internal Control Over Financial Reporting—Management’s report on internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002 and the attestation report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, on the effectiveness of Nucor’s internal control over financial reporting as of December 31, 2008 are incorporated by reference to Nucor’s 2008 Annual Report, pages 34 and 35.

 

Item 9B. Other Information

None.

 

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Table of Contents

PART III

 

Item 10. Directors, Executive Officers and Corporate Governance

The information regarding Nucor’s directors contained in the Notice of 2009 Annual Meeting of Stockholders and Proxy Statement (the “Proxy Statement”) under the heading Election of Directors and the information regarding Nucor’s directors and executive officers contained in the Proxy Statement under the caption Section 16(a) Beneficial Ownership Reporting Compliance is incorporated by reference. Pursuant to Item 401(b) of Regulation S-K, executive officers of Nucor are reported in Part I of this report. Information regarding the audit committee and the audit committee financial expert appearing under the heading Corporate Governance and Board of Directors in the Proxy Statement is incorporated by reference.

Nucor has adopted a Code of Ethics for Senior Financial Professionals (“Code of Ethics”) that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Corporate Controller and other senior financial professionals, as well as Corporate Governance Principles for our Board of Directors and charters for our board committees. These documents are publicly available on our website, www.nucor.com. Copies of these documents are also available without charge upon written request to the Corporate Secretary at our principal executive offices. If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics, we will disclose the nature of such amendment or waiver on our website.

 

Item 11. Executive Compensation

The information required by this item is included under the headings Compensation Discussion and Analysis, Corporate Governance and Board of Directors, Report of the Compensation and Executive Development Committee in Nucor’s Proxy Statement and is incorporated herein by reference.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information required by this item with respect to security ownership of certain beneficial owners and management is incorporated by reference to Nucor’s Proxy Statement under the heading Security Ownership of Management and Certain Beneficial Owners.

The information regarding the number of securities issuable under equity compensation plans and the related weighted average exercise price is incorporated by reference to the Proxy Statement under the heading Equity Compensation Plan Information.

 

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information required by this item is incorporated by reference to Nucor’s Proxy Statement under the heading Corporate Governance and Board of Directors.

 

Item 14. Principal Accountant Fees and Services

Information about the fees in 2008 and 2007 for professional services rendered by our independent registered public accounting firm is incorporated by reference to Nucor’s Proxy Statement under the heading Fees Paid to Independent Registered Public Accounting Firm. The description of our audit committee’s policy on pre-approval of audit and permissible non-audit services of our independent registered public accounting firm is also incorporated by reference from the same section of the Proxy Statement.

 

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Table of Contents

PART IV

 

Item 15. Exhibits and Financial Statement Schedules

Financial Statements:

The following consolidated financial statements and the report of independent registered public accounting firm are incorporated by reference to Nucor’s 2008 Annual Report, pages 34 through 58:

 

   

Management’s Report on Internal Control Over Financial Reporting

 

   

Report of Independent Registered Public Accounting Firm

 

   

Consolidated Statements of Earnings—Years ended December 31, 2008, 2007 and 2006

 

   

Consolidated Statements of Stockholders’ Equity—Years ended December 31, 2008, 2007 and 2006

 

   

Consolidated Balance Sheets—December 31, 2008 and 2007

 

   

Consolidated Statements of Cash Flows—Years ended December 31, 2008, 2007 and 2006

 

   

Notes to Consolidated Financial Statements

Financial Statement Schedules:

The following financial statement schedule is included in this report as indicated:

 

     Page

Report of Independent Registered Public Accounting Firm on Financial Statement Schedule

   23

Schedule II—Valuation and Qualifying Accounts—Years ended December 31, 2008, 2007 and 2006

   24

All other schedules are omitted because they are not required, not applicable, or the information is furnished in the consolidated financial statements or notes.

Exhibits:

 

3

   Restated Certificate of Incorporation (incorporated by reference to Form 10-Q for quarter ended July 2, 2005)

3(i)

   Certificate of amendment dated May 11, 2006 to Restated Certificate of Incorporation (incorporated by reference to Form 10-Q for quarter ended July 1, 2006)

3(ii)

   By-Laws as amended and restated December 20, 2007 (incorporated by reference to Form 8-K filed December 20, 2007)

4

   Rights Agreement, dated as of March 8, 2001, between Nucor Corporation and American Stock Transfer & Trust Co. (incorporated by reference to Form 8-K filed March 9, 2001)

4(i)

   Indenture, dated as of January 12, 1999, between Nucor Corporation and The Bank of New York, as trustee (incorporated by reference to Form S-4 filed December 13, 2002)

4(ii)

   Second Supplemental Indenture, dated as of October 1, 2002, between Nucor Corporation and The Bank of New York, as trustee (incorporated by reference to Form S-4 filed December 13, 2002)

4(iii)

   Third Supplemental Indenture, dated as of December 3, 2007, between Nucor Corporation and The Bank of New York, as trustee (incorporated by reference to Form 8-K filed December 4, 2007)

4(iv)

   Fourth Supplemental Indenture, dated as of June 2, 2008, between Nucor Corporation and The Bank of New York, as trustee (incorporated through reference to Form 8-K filed June 3, 2008)

 

17


Table of Contents

Exhibits, continued:

 

4(v)

   Form of 4.875% Notes due 2012 (included in Exhibit 4(ii) above) (incorporated by reference to Form S-4 filed December 13, 2002)

4(vi)

   Form of 5.00% Notes due 2012 (included in Exhibit 4(iii) above) (incorporated by reference to Form 8-K filed December 4, 2007)

4(vii)

   Form of 5.75% Notes due 2017 (included in Exhibit 4(iii) above) (incorporated by reference to Form 8-K filed December 4, 2007)

4(viii)

   Form of 6.40% Notes due 2037 (included in Exhibit 4(iii) above) (incorporated by reference to Form 8-K filed December 4, 2007)

4(ix)

   Form of 5.00% Notes due June 1, 2013 (included in Exhibit 4(iv) above) (incorporated by reference to Form 8-K filed June 3, 2008)

4(x)

   Form of 5.85% Notes due June 1, 2018 (included in Exhibit 4(iv) above) (incorporated by reference to Form 8-K filed June 3, 2008)

4(xi)

   Form of 6.40% Notes due December 1, 2037 (included in Exhibit 4(iv) above) (incorporated by reference to Form 8-K filed June 3, 2008)

10

   1997 Key Employees Incentive Stock Option Plan (incorporated by reference to Form 10-K for year ended December 31, 2000) (1)

10(i)

   2003 Key Employees Incentive Stock Option Plan (as amended through Amendment 2003-1) (incorporated by reference to Form 10-Q for quarter ended October 4, 2003) (1)

10(ii)

   Non-Employee Director Equity Plan (incorporated by reference to Form 10-K for year ended December 31, 2000) (1)

10(iii)

   2005 Stock Option and Award Plan (incorporated by reference to Form 8-K filed May 17, 2005) (1)

10(iv)

   2005 Stock Option and Award Plan, Amendment No. 1 (incorporated by reference to Form 10-Q for quarter ended September 29, 2007) (1)

10(v)

   Form of Restricted Stock Unit Award Agreement—time-vested awards (incorporated by reference to Form 10-K for year ended December 31, 2005) (1)

10(vi)

   Form of Restricted Stock Unit Award Agreement—retirement-vested awards (incorporated by reference to Form 10-K for year ended December 31, 2005) (1)

10(vii)

   Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Form 10-Q for quarter ended April 1, 2006) (1)

10(viii)

   Employment Agreement of Daniel R. DiMicco (incorporated by reference to Form 10-Q for quarter ended June 30, 2001) (1)

10(ix)

   Amendment to Employment Agreement of Daniel R. DiMicco (incorporated by reference to Form 10-K for year ended December 31, 2007) (1)

10(x)

   Employment Agreement of Terry S. Lisenby (incorporated by reference to Form 10-Q for quarter ended June 30, 2001) (1)

10(xi)

   Amendment to Employment Agreement of Terry S. Lisenby (incorporated by reference to Form 10-K for year ended December 31, 2007) (1)

10(xii)

   Employment Agreement of Hamilton Lott, Jr. (incorporated by reference to Form 10-Q for quarter ended June 30, 2001) (1)

10(xiii)

   Amendment to Employment Agreement of Hamilton Lott, Jr. (incorporated by reference to Form 10-K for year ended December 31, 2007) (1)

 

18


Table of Contents

Exhibits, continued:

 

10(xiv)

   Employment Agreement of D. Michael Parrish (incorporated by reference to Form 10-Q for quarter ended June 30, 2001) (1)

10(xv)

   Amendment to Employment Agreement of D. Michael Parrish (incorporated by reference to Form 10-K for year ended December 31, 2007) (1)

10(xvi)

   Employment Agreement of Joseph A. Rutkowski (incorporated by reference to Form 10-Q for quarter ended June 30, 2001) (1)

10(xvii)

   Amendment to Employment Agreement of Joseph A. Rutkowski (incorporated by reference to Form 10-K for year ended December 31, 2007) (1)

10(xviii)

   Employment Agreement of John J. Ferriola (incorporated by reference to Form 10-K for year ended December 31, 2001) (1)

10(xix)

   Amendment to Employment Agreement of John J. Ferriola (incorporated by reference to Form 10-K for year ended December 31, 2007) (1)

10(xx)

   Employment Agreement of Ladd R. Hall (incorporated by reference to Form 10-Q for quarter ended September 29, 2007) (1)

10(xxi)

   Employment Agreement of R. Joseph Stratman (incorporated by reference to Form 10-Q for quarter ended September 29, 2007) (1)

10(xxii)

   Employment Agreement of Keith B. Grass (incorporated by reference to Form 10-Q for quarter ended March 29, 2008) (1)

10(xxiii)

   Amended and Restated Severance Plan for Senior Officers and General Managers (incorporated by reference to Form 10-Q for quarter ended September 27, 2008) (1)

10(xxiv)

   Senior Officers Annual Incentive Plan As Amended and Restated Effective January 1, 2008 (incorporated by reference to Form 10-Q for quarter ended June 28, 2008) (1)

10(xxv)

   Senior Officers Long-Term Incentive Plan As Amended and Restated Effective January 1, 2008 (incorporated by reference to Form 10-Q for quarter ended June 28, 2008) (1)

10(xxvi)

   Underwriting Agreement dated November 28, 2007 among Nucor Corporation, Banc of America Securities LLC, Citigroup Capital Markets Inc. and J.P. Morgan Securities, Inc. (incorporated by reference to Form 8-K filed December 4, 2007)

10(xxvii)

   Underwriting Agreement dated May 22, 2008 among Nucor Corporation, Banc of America Securities LLC, Citigroup Capital Markets Inc. and J.P. Morgan Securities, Inc. (incorporated by reference to Form 8-K filed May 29, 2008)

10(xxviii)

   Underwriting Agreement dated May 28, 2008 among Nucor Corporation, Banc of America Securities LLC, Citigroup Capital Markets Inc. and J.P. Morgan Securities, Inc. (incorporated by reference to Form 8-K filed June 3, 2008)

12*

   Computation of Ratio of Earnings to Fixed Charges

13*

   2008 Annual Report (portions incorporated by reference)

21*

   Subsidiaries

23*

   Consent of Independent Registered Public Accounting Firm

24

   Power of attorney (included on signature page)

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

 

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Table of Contents

Exhibits, continued:

 

31(i)*

   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(i)*

   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

 

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

 

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

NUCOR CORPORATION
By:   /S/ DANIEL R. DIMICCO
  Daniel R. DiMicco
  Chairman, President and
  Chief Executive Officer
Dated: February 25, 2009

POWER OF ATTORNEY

KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terry S. Lisenby, James D. Frias and A. Rae Eagle, or any of them, his or her attorney-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorney-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

/S/ DANIEL R. DIMICCO    

Daniel R. DiMicco

Chairman, President and

Chief Executive Officer

   

/S/ PETER C. BROWNING

Peter C. Browning

Lead Director

/S/ TERRY S. LISENBY    

Terry S. Lisenby

Chief Financial Officer, Treasurer and

Executive Vice President

   

/S/ CLAYTON C. DALEY, JR.

Clayton C. Daley, Jr.

Director

/S/ JAMES D. FRIAS    

James D. Frias

Vice President and Corporate Controller

   

/S/ HARVEY B. GANTT

Harvey B. Gantt

Director

   

/S/ VICTORIA F. HAYNES

Victoria F. Haynes

Director

   

/S/ JAMES D. HLAVACEK

James D. Hlavacek

Director

   

/S/ BERNARD L. KASRIEL

Bernard L. Kasriel

Director

   

/S/ CHRISTOPHER J. KEARNEY

Christopher J. Kearney

Director

   

/S/ JOHN H. WALKER

John H. Walker

Director

Dated: February 25, 2009    

 

21


Table of Contents

NUCOR CORPORATION

Index to Financial Statement Schedule

 

     Page

Report of Independent Registered Public Accounting Firm on Financial Statement Schedule

   23

Schedule II—Valuation and Qualifying Accounts—Years ended December 31, 2008, 2007 and 2006

   24

 

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Table of Contents

Report of Independent Registered Public Accounting Firm on Financial Statement Schedule

To the Board of Directors and Stockholders of

Nucor Corporation:

Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated February 17, 2009 appearing in the 2008 Annual Report to Stockholders of Nucor Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15 of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

February 17, 2009

 

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Table of Contents

NUCOR CORPORATION

Financial Statement Schedule

SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS

(in thousands)

 

Description

   Balance at
beginning
of year
   Additions
charged to
costs and
expenses
   Deductions    Balance at
end of
year

Year ended December 31, 2008

           

LIFO Reserve

   $ 581,528    $ 341,834    $  —      $ 923,362

Year ended December 31, 2007

           

LIFO Reserve

   $ 387,241    $ 194,287    $  —      $ 581,528

Year ended December 31, 2006

           

LIFO Reserve

   $ 381,852    $ 5,389    $  —      $ 387,241

 

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Table of Contents

NUCOR CORPORATION

List of Exhibits to Form 10-K—December 31, 2008

 

Exhibit No.

  

Description of Exhibit

12        Computation of Ratio of Earnings to Fixed Charges
13        2008 Annual Report (portions incorporated by reference)
21        Subsidiaries
23        Consent of Independent Registered Public Accounting Firm
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(i)    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(i)    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

 

25

Computation of Ratio of Earnings to Fixed Charges

Exhibit 12

Computation of Ratio of Earnings to Fixed Charges

 

     Year Ended December 31,  
     2004     2005     2006     2007     2008  
     (In thousands, except ratios)  

Earnings

          

Earnings before income taxes

   $ 1,725,891     $ 2,027,083     $ 2,692,435     $ 2,253,315     $ 2,790,470  

Plus: minority interests

     80,840       110,650       219,121       293,501       313,921  

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

     (4,070 )     (476 )     17,690       24,618       36,920  

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

     30,645       36,571       40,351       55,381       146,360  

Plus: amortization of capitalized interest

     108       216       216       216       300  

Plus: distributed income of equity investees

     —         —         3,172       8,072       20,117  

Less: interest capitalized

     (1,310 )     —         —         (3,700 )     (10,020 )

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

     (80,840 )     (110,650 )     (219,121 )     (293,604 )     (314,277 )
                                        
   $ 1,751,264     $ 2,063,394     $ 2,753,864     $ 2,337,799     $ 2,983,791  
                                        

Fixed charges

          

Interest expense and amortization of bond issuance and settled swaps

     30,645       36,571       40,351       55,052       144,845  

Estimated interest on rent expense

     —         —         —         329       1,515  
                                        

Total Fixed Charges

     30,645       36,571       40,351       55,381       146,360  
                                        

Ratio of earnings to fixed charges

     57.15       56.42       68.25       42.21       20.39  
2008 Nucor Annual Report

 

2

 

     

 

    FINANCIAL HIGHLIGHTS

 

 

 

 

 

FINANCIAL HIGHLIGHTS (dollar amounts in thousands, except per share data)

 

     

 

2008

   2007    % CHANGE
     

FOR THE YEAR

            
     

Net sales

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

Earnings:

            
     

Earnings before income taxes

     2,790,470      2,253,315    24%

Provision for income taxes

             959,480            781,368    23%

Net earnings

     1,830,990      1,471,947    24%
     

Per share:

            
     

Basic

     6.01      4.98    21%
     

Diluted

     5.98      4.94    21%
     

Dividends declared per share

     1.91      2.44    -22%
     

Percentage of net earnings to net sales

     7.7%      8.9%    -13%
     

Return on average equity

     28.1%      29.5%    -5%
     

Capital expenditures

     1,018,980      520,353    96%
     

Depreciation

     479,484      403,172    19%
     

Acquisitions (net of cash acquired)

     1,826,030      1,542,666    18%
     

Sales per employee

    

 

1,155

 

    

 

1,085

 

   6%

 

AT YEAR-END

            
     

Working capital

               $ 4,543,294                $ 3,491,213    30%
     

Property, plant and equipment, net

     4,131,861      3,232,998    28%
     

Long-term debt

     3,266,600      2,250,300    45%
     

Stockholders’ equity

     7,929,204      5,112,917    55%
     

Per share

     25.25      17.75    42%
     

Shares outstanding

     313,977      287,993    9%
     

Employees

    

 

21,700

 

    

 

18,000

 

   21%

 

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

 

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    OPERATIONS REVIEW

 

 

 

STEEL MILLS SEGMENT

 

 

BAR MILLS, SHEET MILLS, STRUCTURAL MILLS AND PLATE MILLS

Nucor operates scrap-based steel mills in 22 facilities. With production of 20.4 million tons in 2008, Nucor is North America’s largest recycler.

 

 

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BAR MILLS

Nucor has twelve bar mills located in South Carolina, Nebraska, Texas, Utah, New York, Alabama, Illinois, Mississippi, Washington, Ohio, Connecticut and Tennessee that produce concrete reinforcing bars, hot-rolled bars, rod, light shapes, structural angles and channel, and guard rail in carbon and alloy steels. These products have a wide usage serving primarily the agricultural, automotive, construction, energy, furniture, machinery, metal building, railroad, recreational equipment, shipbuilding, heavy truck and trailer market segments. Four of the bar mills were constructed by Nucor between 1969 and 1981. Over the years, Nucor has completed extensive capital projects to keep these facilities modernized and globally competitive. Nucor acquired the remaining bar mills since 2000, including the purchase of substantially all of the assets of Connecticut Steel Corporation in the second quarter of 2006, which has the capacity to produce up to 300,000 tons annually. In 2008, the construction of the Nucor Steel Memphis project was substantially completed and initial operations have begun. This state-of-the-art special bar quality (“SBQ”) mill will complement the product offerings of Nucor’s Nebraska and South Carolina SBQ mills. The total capacity of our twelve bar mills is approximately 8,910,000 tons per year.

SHEET MILLS

The sheet mills produce flat-rolled steel for the automotive, appliance, pipe and tube, construction and other industries. The four sheet mills are located in Indiana, Arkansas, South Carolina and Alabama. Nucor constructed three of the sheet mills between 1989 and 1996. The constructed sheet mills utilize thin slab casters to produce hot-rolled sheet. In 2002, Nucor’s wholly owned subsidiary Nucor Steel Decatur, LLC purchased substantially all the assets of Trico Steel Company, LLC. This sheet mill is located in Decatur, Alabama, and has an annual capacity of approximately 2,400,000 tons, initially expanding our sheet capacity by 30%. In 2004, Nucor Steel Decatur, LLC purchased the adjacent cold-rolling mill of Worthington Industries, Inc. In 2008, Nucor substantially completed the construction of its fourth sheet steel galvanizing facility at the Decatur sheet mill. Commissioning of this facility will be completed in early 2009 and operations will commence when market conditions warrant. All four of our sheet mills are now fully equipped with cold-rolling mills and galvanizing lines for further processing of hot-rolled sheet. The total capacity of the four sheet mills is approximately 10,800,000 tons per year.

Nucor began operations of its 100%-owned Castrip facility in Crawfordsville, Indiana, in May 2002. This facility uses the breakthrough technology of strip casting, to which Nucor holds exclusive rights in the United States and Brazil. Strip casting involves the direct casting of molten steel into final shape and thickness without further hot or cold rolling. This process allows lower investment and operating costs, reduced energy consumption and smaller scale plants than can be economically built with current technology. This process also reduces the overall environmental impact of producing steel by generating significantly lower emissions. In 2005, Nucor selected Blytheville, Arkansas, as the second Nucor location for a Castrip operation in the United States. This facility is expected to begin operations in the first half of 2009.

STRUCTURAL MILLS

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

PLATE MILLS

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

OPERATIONS

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

 

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Production decreased 7% from 22,089,000 tons in 2007 to 20,446,000 tons in 2008 due to a 45% decrease in production from the fourth quarter of 2007 to the fourth quarter of 2008 and a 44% decrease in production from the third quarter of 2008 to the fourth quarter. Nucor’s steel mill utilization rate was 48% in the fourth quarter of 2008 compared to 91% for the first nine months of the year.

The operations in the rolling mills are highly automated, resulting in employment costs of approximately 6% of the sales dollar in 2008. Employee turnover in Nucor mills is extremely low. All employees have a significant part of their compensation based on their productivity. Production employees work under group incentives that provide increased earnings for increased production. This additional compensation is paid weekly.

Steel mills are large consumers of electricity and gas. Total energy costs per ton increased by 16% from 2007 to 2008. Because of the efficiency of Nucor steel mills, these energy costs were less than 6% of the sales dollar in both years. Nucor is partially hedged against exposure to increases in energy costs; however, due to the dramatic reduction in natural gas costs in the last six months of 2008, we expect our hedging program to increase our operating costs until there is a significant recovery in energy prices.

Scrap and scrap substitutes are the most significant element in the total cost of steel production. The average cost of scrap and scrap substitutes used increased 58% to $438 per ton in 2008 from $278 per ton in 2007. A raw material surcharge implemented in 2004 has allowed Nucor to maintain operating margins and to meet our commitments to customers in spite of highly volatile scrap and scrap substitute costs; however, due to our very low operating rates in the fourth quarter, we ended 2008 with excess higher priced scrap and scrap substitutes. Our margins will be reduced until we work through this high priced inventory.

MARKETS AND MARKETING

Approximately 89% of the steel mills’ production in 2008 was sold to outside customers, and the balance was used internally by the Vulcraft, Cold Finish, Rebar Fabrication, Buildings Group and Fastener divisions. Steel shipments to outside customers decreased 10% to 18,185,000 tons in 2008 from 20,235,000 tons in 2007. Outside steel shipments for the first nine months of the year were flat compared to 2007; however, fourth quarter steel shipments decreased 38% from the third quarter and decreased 43% from the year-ago quarter.

Our steel mill customers are primarily manufacturers, steel service centers and fabricators. The sheet mills continue to build long-term relationships with contract customers who purchase more value-added products. We enter 2009 with approximately 30% of our sheet mill volume committed to contract customers. Contract terms are typically six to twelve months in length with various renewal dates. These contracts are non-cancelable agreements with a pricing formula that varies based on raw material costs.

INTERNATIONAL JOINT VENTURE

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. The joint venture produced approximately 980,000 metric tons in its fiscal year ended September 30, 2008. A new merchant bar mill has been under construction at the Giammoro plant and was substantially completed at the end of 2008. The new mill at Giammoro has an annual capacity of 450,000 metric tons and will start up later in 2009 when market conditions warrant.

 

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STEEL PRODUCTS SEGMENT

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

 

 

OPERATIONS

In February 2004, Nucor acquired a one-half interest in Harris Steel, Inc., the U.S. reinforcing steel (“rebar”) fabrication business of Harris Steel Group, Inc. (“Harris Steel”). After three successful years working together in this joint venture, in March 2007, Nucor acquired Harris Steel for a cash purchase price of approximately $1.06 billion with $68.4 million in debt assumed related to the net assets acquired. Harris Steel now operates as a subsidiary of Nucor, fabricating products in the U.S. and Canada. At the acquisition date, Harris Steel had annual rebar fabrication capacity of about 770,000 tons. Harris Steel is operating as a growth platform for Nucor in the rebar fabrication business. In August 2008, Harris Steel acquired all of the issued and outstanding common shares of Ambassador Steel Corporation for a cash purchase price of approximately $185.1 million. At closing, Harris Steel also repaid Ambassador’s bank debt of approximately $135.6 million. Based in Auburn, Indiana, Ambassador Steel is a fabricator and distributor of concrete reinforcing steel and related products. With the addition of Ambassador Steel to the other acquisitions that Harris Steel has completed, our rebar fabrication capacity has more than doubled to 1,563,000 tons since Nucor acquired Harris Steel in 2007. In 2008, fabricated rebar sales were 955,000 tons compared to 583,000 tons sold during the nine months of 2007 in which Harris Steel operated as a subsidiary of Nucor.

MARKETS AND MARKETING

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

 

 

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

 

 

STEEL MESH

Harris Steel produces steel mesh at its Laurel-LEC Steel operations. Nucor also produces steel mesh at Nucor Steel Connecticut, Inc. In October 2007, Nucor acquired substantially all of the assets of steel mesh producer Nelson Steel, Inc. (“Nelson”) for a cash purchase price of approximately $53.2 million. Nelson currently operates as Nucor Wire Products of Pennsylvania, Inc. The combined annual production capacity of the steel mesh facilities is approximately 233,000 tons.

GRATING

With the acquisition of Harris Steel, Nucor expanded existing product offerings by entering into the steel grating market. Fisher & Ludlow, a division of Harris Steel, fabricates steel and aluminum bar grating, safety grating and expanded metal products in facilities located throughout North America. Fisher & Ludlow serves the new construction and maintenance-related markets with annual production capacity of approximately 90,000 tons.

FASTENER

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

 

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

 

 

OPERATIONS

Steel joists and joist girders are produced and marketed nationally through seven Vulcraft facilities located in South Carolina, Nebraska, Alabama, Texas, Indiana, Utah and New York. Current annual production capacity is approximately 715,000 tons. In 2008, Vulcraft produced 485,000 tons of steel joists and joist girders, a decrease of 11% from the 542,000 tons produced in 2007. Material costs, primarily steel, were approximately 62% of the joist sales dollar in 2008 (55% in 2007). Vulcraft obtained 99% of its steel requirements for joists and joist girders from the Nucor bar mills in both 2008 and 2007. Freight costs for joists and joist girders were less than 10% of the sales dollar in both years. Vulcraft maintains an extensive fleet of trucks to ensure on-time delivery.

Steel decking is produced and marketed nationally through nine deck plants located in South Carolina, Nebraska, Alabama, Texas, Indiana, New York, Arizona and two in California. Six of these plants were constructed by Nucor adjacent to Vulcraft joist facilities. In November 2006, Nucor’s wholly owned subsidiary, Verco Decking, Inc, purchased substantially all of the assets of Verco Manufacturing Company (“Verco”) for a cash purchase price of approximately $183.5 million. This acquisition included three deck plants located in Arizona and California, positioning Nucor to better supply the large western construction market. Current annual deck production capacity is now approximately 530,000 tons. In 2008, steel deck sales increased by 4% to a record 498,000 tons, compared to 478,000 tons in 2007. Material costs, primarily coiled sheet steel, were approximately 67% of the steel deck sales dollar in 2008 (65% in 2007). In 2008, Nucor obtained 73% of its steel requirements for steel deck production from the Nucor sheet mills (76% in 2007). In 2008 and 2007, freight costs for deck were less than 10% of the sales dollar.

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

MARKETS AND MARKETING

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

Steel joists and joist girder sales are obtained by competitive bidding. Vulcraft quotes on a significant percentage of the domestic buildings using steel joists and joist girders as part of the support systems. In 2008, Vulcraft supplied more than 40% of total domestic sales of steel joists. Steel deck sales are also obtained by competitive bidding. The majority of steel deck is used to support roofs and as concrete floor support in high-rise buildings. In 2008, Vulcraft supplied more than 30% of total domestic sales of steel deck.

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

 

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BUILDINGS GROUP AND LIGHT GAUGE STEEL FRAMING

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

 

 

 

BUILDINGS GROUP

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

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

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

 

The Buildings Group sales in 2008 were a record 292,000 tons (195,000 tons in 2007), largely due to the full-year ownership of the operations acquired from Magnatrax. The primary markets are commercial, industrial and institutional buildings, including distribution centers, automobile dealerships, retail centers, schools, warehouses and manufacturing facilities. The Buildings Group obtains a significant portion of its steel requirements from the Nucor bar and sheet mills.

 

LIGHT GAUGE STEEL FRAMING

 

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

 

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

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

 

 

Nucor Cold Finish is the largest producer of cold finish bars in North America and has facilities in Nebraska, South Carolina, Utah, Wisconsin, Missouri and Ontario, Canada. Three of these facilities were originally constructed by Nucor between 1978 and 1983, while the remaining facilities were purchased through acquisitions beginning in 2005. As part of the Harris Steel acquisition in March 2007, Nucor added the Laurel Cold Finish operation with annual capacity of approximately 225,000 tons. In August 2007, Nucor purchased the assets of LMP Steel & Wire Company (“LMP”) in Maryville, Missouri. With approximately 100,000 tons of annual capacity, LMP is a producer of cold finished bar and operates related businesses servicing the construction and OEM markets in North America. The total capacity of the Nucor cold finish bar and wire facilities is approximately 860,000 tons per year. In 2008, sales of cold finished steel products were a record 485,000 tons, an increase of 8% from 449,000 tons sold in 2007.

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

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

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RAW MATERIALS SEGMENT

 

 

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

 

 

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OPERATIONS

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

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

INTERNATIONAL JOINT VENTURE

Nucor has a 25% interest in a joint venture that owns a commercial HIsmelt® plant in Kwinana, Western Australia. The HIsmelt process converts iron ore fines and coal fines to liquid metal, eliminating the need for a blast furnace, sinter/pellet plants and coke ovens. This plant has an initial annual capacity of 800,000 metric tons and is expandable to over 1,500,000 metric tons. In December 2008, production at the HIsmelt plant was temporarily suspended due to market conditions. Nucor remains optimistic about the long-term potential for commercializing the HIsmelt technology based on the considerable progress made by the HIsmelt team. The joint venture expects to resume operations when the pig iron market conditions improve.

GREENFIELD PROJECT

In May 2008, Nucor applied for a permit to build a 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. When completed, the first phase of the facility is expected to produce 3,000,000 tons of pig iron annually, 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.

 

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

 

 

 

 

OVERVIEW

Nucor and affiliates are manufacturers of steel and steel products with operating facilities and customers primarily located in North America. Additionally, Nucor is a scrap processor and broker and is North America’s largest recycler. Nucor reports its results in three segments: steel mills, steel products and raw materials.

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

Hot-rolled steel is manufactured principally from scrap, utilizing electric arc furnaces, continuous casting and automated rolling mills. In 2008, approximately 81% of the tons sold by the raw materials segment were consumed internally by the steel mills segment; the remaining tons were sold to non-affiliated customers. Cold-rolled steel, cold finished steel, steel joists and joist girders, fabricated concrete reinforcing steel, steel fasteners, grating and expanded metal, wire and wire mesh are manufactured by further processing of hot-rolled steel. Steel deck, light gauge framing and wire mesh are manufactured from cold-rolled and cold-drawn steel. In 2008, approximately 89% of the steel mills segment production was sold to non-affiliated customers; the remainder was used internally by the steel products segment.

During the last five years, Nucor’s sales have increased over 277% from $6.27 billion in 2003 to $23.66 billion in 2008. Average sales price per ton increased 162% from $359 in 2003 to $940 in 2008. Total tons sold to external customers have increased 44% from 17,473,000 tons in 2003 to 25,187,000 tons in 2008. This growth has been generated through acquisitions (the most significant of which are the Harris Steel Group, Inc. in 2007 and The David J. Joseph Company in 2008 and their related affiliates), optimizing existing operations and developing traditional greenfield projects using new technologies. For the seventh consecutive year, Nucor achieved record sales in 2008 due to historically high selling prices and shipments. Nucor also achieved record net earnings in 2008.

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

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COMPARISON OF 2008 TO 2007

NET SALES

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

 

    (in thousands)     
    Year Ended December 31,    2008          2007          % Change     
     
 

    Steel mills

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

    Steel products

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

    Raw materials

     2,403,075                 
 

    All other

     442,825         230,116       92%   
                              
 

    Total net sales to external customers

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

 

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

 

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

    (in thousands)     
    Year Ended December 31,    2008          2007          % Change     
     
 

    Steel production

     20,446         22,089       -7%   
                           
 

    Outside steel shipments

     18,185         20,235       -10%   
 

    Inside steel shipments

     2,747         2,112       30%   
                              
 

    Total steel shipments

     20,932         22,347       -6%   
                              
                                               

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

 

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

 

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

 

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

 

GROSS MARGIN

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

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

 

 

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

 

 

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

 

 

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

 

 

Pre-operating and start-up costs of new facilities increased to $128.6 million in 2008, compared with $56.1 million in 2007. In 2008, these costs related to the HIsmelt project in Australia, the construction of our SBQ mill in Memphis, Tennessee, the start-up of our Castrip facility in Blytheville, Arkansas, the construction of a galvanizing line at our Decatur, Alabama, plant and the start-up of our building systems plant in Brigham City, Utah. In 2007, these costs primarily related to the HIsmelt project, the construction of our Memphis SBQ mill and the start-up of the Utah building systems plant. Nucor defines pre-operating and start-up costs, all of which are expensed, as the losses attributable to facilities or major projects that are either under construction or in the early stages of operation. Once these facilities or projects have attained a utilization rate that is consistent with our similar operating facilities, they are no longer considered by Nucor to be in start-up.

MARKETING, ADMINISTRATIVE AND OTHER EXPENSES

The major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs increased 14% from 2007 to 2008, primarily due to higher fuel costs. Profit sharing costs, which are based upon and fluctuate with pre-tax earnings, increased approximately 26% from 2007 to 2008. In 2008, profit sharing costs included $281.3 million for contributions to a Profit Sharing and Retirement Savings Plan for qualified employees, compared with $229.9 million in 2007. Profit sharing costs in 2008 included an additional $36.2 million in extraordinary bonuses paid to employees for the achievement of record earnings during the year. Profit sharing costs also fluctuate based on Nucor’s achievement of certain financial performance goals, including comparisons of Nucor’s financial performance to peers in the steel industry and to other high-performing companies. Stock-based compensation included in marketing, administrative and other expenses increased 5% to $18.1 million in 2008 compared with $17.3 million in 2007. Since stock-based compensation is impacted by changes in Nucor’s stock price and net earnings, the 24% increase in Nucor’s net earnings was offset by the 22% decrease in the stock price.

 

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IMPAIRMENT OF NON-CURRENT ASSETS

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

INTEREST EXPENSE (INCOME)

Net interest expense is detailed below:

 

(in thousands)
Year Ended December 31,    2008          2007      
   

Interest expense

   $ 134,554        $ 51,106    

Interest income

     (44,071)         (45,637)   
                   

Interest expense, net

   $ 90,483        $ 5,469    
                   
                          

 

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

 

MINORITY INTERESTS

Minority interests represent the income attributable to the minority partners of Nucor’s joint ventures: Nucor-Yamato Steel Company (“NYS”), Novosteel S.A. and Barker Steel Company, of which Nucor owns 51%, 75% and 90%, respectively. The 7% increase in minority interests was primarily attributable to the increased earnings of NYS in the first half of the year, which were due to the strength of the structural steel market. Under the NYS limited partnership agreement, the minimum amount of cash to be distributed each year to the partners is the amount needed by each partner to pay applicable U.S. federal and state income taxes. In some years the amount of cash distributed to minority interests exceeds amounts allocated to minority interests based on mutual agreement of the general partners; however, the cumulative amount of cash distributed to partners is less than the cumulative net earnings of the partnership.

 

PROVISION FOR INCOME TAXES

Nucor had an effective tax rate of 34.38% in 2008 compared with 34.68% in 2007. In 2008, Nucor recorded refundable state income tax credits of $6.1 million ($10.7 million in 2007).

 

NET EARNINGS AND RETURN ON EQUITY

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

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COMPARISON OF 2007 TO 2006

NET SALES

Net sales to external customers by segment for the years ended December 31, 2007 and December 31, 2006 were as follows:

 

                           (in thousands)     

Year Ended December 31,

     2007           2006         % Change     
     

Steel mills

   $ 13,311,212         $ 13,025,123         2%   

Steel products

     3,051,648           1,726,147         77%   

Raw materials

                         

All other

     230,116                     
                               

Total net sales to external customers

   $ 16,592,976         $ 14,751,270         12%   
                               
                                   

Net sales for 2007 increased 12% over the prior year due to an 8% increase in the average sales price per ton from $667 in 2006 to $723 in 2007, combined with a 4% increase in total tons shipped to outside customers.

In the steel mills segment, net sales to external customers increased 2% due to a 4% increase in average selling prices from $631 in 2006 to $659 in 2007, which was slightly offset by lower volume.

Net sales to external customers in the steel products segment increased 77% over 2006. Approximately 90% of this increase was due to the acquisitions of Harris Steel and Magnatrax in 2007. Approximately two-thirds of the remaining increase was due to higher average selling prices, with the remaining increase due to increased volume.

GROSS MARGIN

In 2007, Nucor recorded gross margins of $3.13 billion (19%), compared to $3.47 billion (24%) in 2006. The decrease in our year-over-year dollars and gross margin percentage was due principally to the following factors:

 

 

The average price of raw materials increased 13% in the steel mills segment and increased 9% in the steel products segment from 2006 to 2007. The average scrap and scrap substitute cost per ton used in our steel mills segment increased 13% from $246 in 2006 to $278 in 2007.

 

 

Nucor incurred a LIFO charge of $194.3 million in 2007, compared with a charge of $5.4 million in 2006.

 

 

Total energy costs per ton remained flat from 2006 to 2007 as decreases in natural gas prices offset increases in electricity prices. Energy costs remained less than 10% of the sales dollar in 2007 and 2006. The settlement of natural gas hedging transactions decreased gross margin by approximately $18.0 million in 2007 and $6.8 million in 2006.

 

 

Amortization expense increased from $1.3 million in 2006 to $24.4 million in 2007. The increase is due to the acquisitions that occurred in 2007, which resulted in approximately $489.3 million of amortizable intangible assets.

 

 

Pre-operating and start-up costs of new facilities increased to $56.1 million in 2007, compared with $49.1 million in 2006. In 2007, these costs primarily related to the HIsmelt project, the construction of our SBQ mill in Memphis, Tennessee, and the startup of our building systems plant in Brigham City, Utah. In 2006, these costs primarily related to the refurbishment and start-up of our DRI facility in Trinidad and to the Hlsmelt project.

MARKETING, ADMINISTRATIVE AND OTHER EXPENSES

Unit freight costs increased 3% from 2006 to 2007, primarily due to higher fuel costs. Profit sharing costs, which are based upon and fluctuate with pre-tax earnings, decreased approximately 22% from 2006 to 2007. In 2007, profit sharing costs included $229.9 million for contributions to a Profit Sharing and Retirement Savings Plan for qualified employees, compared with $272.6 million in 2006. Profit sharing costs in 2006 included an additional $23.8 million in extraordinary bonuses paid to employees for the achievement of record earnings during the year. Stock-based compensation included in marketing, administrative and other expenses remained flat at $17.3 million in 2007 compared with $17.1 million in 2006. Since stock-based compensation is impacted by changes in Nucor’s stock price and net earnings, the 16% decrease in Nucor’s net earnings was offset by the 8% increase in the stock price.

 

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INTEREST EXPENSE (INCOME)

Net interest expense (income) is detailed below:

 

     (in thousands)
Year ended December 31,    2007           2006       
   

Interest expense

   $ 51,106          $ 40,351    

Interest income

     (45,637 )          (77,716 )  
                       

Interest expense (income), net

   $ 5,469          $ (37,365 )  
                       
                           

Gross interest expense increased approximately 27%, primarily due to increased average debt outstanding, accompanied by increased average interest rates. During the fourth quarter of 2007, Nucor issued $1.3 billion in notes at rates slightly higher than the majority of the existing debt. Gross interest income decreased 41%, primarily due to a decrease in average investments, partially offset by an increase in the average interest rate earned on investments. Average investments decreased 50% due to the cash payments of $1.54 billion for acquisitions and $754.0 million for repurchases of common stock during the year.

MINORITY INTERESTS

Income attributable to minority interests increased approximately 34% from $219.1 million in 2006 to $293.5 million in 2007. Cash distributions to minority interests increased from $174.7 million in 2006 to $263.1 million in 2007.

PROVISION FOR INCOME TAXES

Nucor had an effective tax rate of 34.68% in 2007 compared with 34.75% in 2006. In 2007, Nucor recorded refundable state income tax credits of $10.7 million ($12.6 million in 2006).

NET EARNINGS AND RETURN ON EQUITY

Net earnings and earnings per share for 2007 decreased 16% and 13%, respectively, to $1.47 billion and $4.94 per diluted share, compared with $1.76 billion and $5.68 per diluted share in 2006. Net earnings as a percentage of net sales were 8.9% in 2007 compared with 11.9% in 2006. The 13% decrease in earnings per share also reflects the effect of repurchasing approximately 14.1 million shares of outstanding common stock during 2007. Return on average stockholders’ equity was 29.5% and 38.3% in 2007 and 2006, respectively.

 

 

LIQUIDITY AND CAPITAL RESOURCES

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

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

During 2008, cash and cash equivalents increased 69% to $2.36 billion, and working capital increased 30% to $4.54 billion. In 2007, short-term investments consisted solely of variable rate demand notes (“VRDNs”), which are variable rate bonds tied to short-term interest rates, but with stated maturities in excess of 90 days.

 

     (in thousands)
December 31,    2008          2007      
   

Cash and cash equivalents

   $ 2,355,130         $ 1,393,943   

Short-term investments

               182,450   

Working capital

     4,543,294           3,491,213   

Current ratio

     3.5           3.2   
                         

 

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The current ratio increased to 3.5 at December 31, 2008 compared with 3.2 at December 31, 2007. Approximately $202.1 million and $232.2 million of the cash and cash equivalents position at December 31, 2008 and December 31, 2007, respectively, was held by our majority-owned joint ventures. We have a simple capital structure with no off-balance sheet arrangements or relationships with unconsolidated special purpose entities.

 

OPERATING ACTIVITIES

Nucor generated cash provided by operating activities of a record $2.50 billion in 2008 compared with $1.94 billion in 2007, an increase of 29%. This increase was primarily the result of the 24% increase in net earnings. In addition, changes in operating assets and liabilities (exclusive of acquisitions) used cash of $71.4 million in 2008 compared with $202.5 million cash used in 2007. Accounts receivable and accounts payable decreased in 2008, primarily due to weaker market conditions in the fourth quarter. Inventories increased in 2008, primarily due to the significant increase in raw material costs and to the increased tons in inventory. In the fourth quarter, Nucor experienced a rapid fall-off in sales due to weaker market conditions. Since pig iron and certain grades of scrap have lead times of four to six months, dramatically reduced sales volumes resulted in the accumulation of increased tons of inventories ordered at peak market prices.

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INVESTING ACTIVITIES

Our business is capital intensive; therefore, cash used in investing activities represents capital expenditures for new facilities, the expansion and upgrading of existing facilities, and the acquisition of other companies. Additionally, the cash used in investing activities includes investments in joint ventures and purchases of and proceeds from the sale of investments. Cash used in investing activities increased to $3.32 billion in 2008 compared with $856.1 million in 2007. Nucor invested $1.02 billion in new facilities (exclusive of acquisitions) and expansion or upgrading of existing facilities in 2008 compared with $520.4 million in 2007, an increase of 96%.

Nucor has made significant acquisitions in the past two years, using cash of $1.83 billion in 2008 and $1.54 billion in 2007. The two largest acquisitions were DJJ in 2008 and Harris Steel in 2007. Nucor has since used DJJ and Harris Steel as growth platforms for the raw materials and steel products segments, respectively. In 2008, Nucor acquired 50% of the stock of Duferdofin-Nucor S.r.l. for $667.0 million. In the first quarter of 2007, Nucor sold its interest in Ferro Gusa Carajás S. A., a pig iron joint venture in northern Brazil, to its partner, Companhia Vale do Rio Doce.

FINANCING ACTIVITIES

Cash provided by financing activities was $1.78 billion in 2008 compared with cash used in financing activities of $470.9 million in 2007. In June 2008, Nucor issued $1 billion in debt in three tranches: $250 million in 5% notes due in 2013, $500 million of 5.85% notes due in 2018 and $250 million in 6.4% notes due in 2037. In November 2007, Nucor issued $1.3 billion in debt in three tranches: $300 million in 5% notes due in 2012, $600 million of 5.75% notes due in 2017 and $400 million of 6.4% notes due in 2037.

In May 2008, Nucor completed a public offering of approximately 27.7 million common shares at an offering price of $74.00 per share. Net proceeds of the common stock offering were approximately $1.99 billion, after deducting underwriting discounts and commissions and offering expenses. Nucor used a portion of the net proceeds from the common stock offering and the issuance of notes to fund the acquisition of Ambassador and other companies as well as the investment in Duferdofin-Nucor. Nucor plans to use the remainder of the net proceeds for general corporate purposes including acquisitions, capital expenditures, working capital requirements and repayment of debt. During 2008, Nucor repurchased approximately 2.8 million shares of Nucor’s common stock at a cost of approximately $124.0 million. Approximately 27.2 million shares remain authorized for repurchase under the Company’s stock repurchase program.

Also in 2008, Nucor increased its base dividends and paid quarterly supplemental dividends, resulting in dividend payments of $658.1 million compared to $726.1 million in 2007.

The percentage of long-term debt to total capital (long-term debt plus minority interests plus stockholders’ equity) was 28% and 29% at year-end 2008 and 2007, respectively.

In June 2008, Nucor received increased commitments under its existing five-year unsecured revolving credit facility to provide up to $1.3 billion in revolving loans. This multi-year credit agreement matures in November 2012 and was further amended in June to allow up to $200 million in additional commitments at Nucor’s election in accordance with the terms set forth in the credit agreement. Up to the equivalent of $850 million of the credit facility will be available for foreign currency loans, and up to $500 million is available for the issuance of letters of credit. No borrowings were outstanding under the credit facility as of December 31, 2008

 

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MARKET RISK

The majority of Nucor’s industrial revenue bonds (“IDRBs”) have variable interest rates that are adjusted weekly, with the rate of one IDRB adjusted annually. These IDRBs represent 14% of Nucor’s long-term debt outstanding at December 31, 2008. The remaining 86% of Nucor’s long-term debt is at fixed rates. Future changes in interest rates are not expected to significantly impact earnings. From time to time, Nucor makes use of interest rate swaps to manage interest rate risk. As of December 31, 2008, there were no such contracts outstanding. Nucor’s investment practice is to invest in securities that are highly liquid with short maturities. As a result, we do not expect changes in interest rates to have a significant impact on the value of our investment securities.

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

Prior to the acquisition of Harris Steel, Nucor was principally a domestic manufacturer of steel and steel products with customers located primarily in the U.S. Nucor was exposed to currency fluctuations, however, due to its joint ventures in Brazil and Australia and the direct reduced iron facility in Trinidad. When the Company entered into the agreement to acquire Harris Steel in January 2007, Nucor became exposed to Canadian currency fluctuations and hedged a portion of the exposure associated with the closing of the transaction in March 2007. Similarly, when the Company entered into the agreement to acquire 50% of the stock of Duferdofin-Nucor in 2008, Nucor became exposed to Euro currency fluctuations and hedged the exposure associated with the closing of the transaction in July 2008. Nucor has not hedged any other foreign currency exposure. The Company continues to be exposed to foreign currency risk through its operations in Canada, Europe, Trinidad and Australia.

CONTRACTUAL OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS

The following table sets forth our contractual obligations and other commercial commitments as of December 31, 2008 for the periods presented:

 

                           (in thousands)
     

 

Payments Due By Period

 

    

Contractual Obligations

     Total           2009           2010 - 2011           2012 - 2013         2014 and thereafter     

Long-term debt

   $ 3,266,600         $ 180,400         $         $ 900,000         $2,186,200   

Estimated interest on long-term debt(1)

     2,088,006           160,461           310,336           265,466         1,351,743   

Operating leases

     151,558           40,908           54,422           25,200         31,028   

Raw material purchase commitments(2)

     2,316,930           782,685           833,507           535,886         164,852   

Utility purchase commitments (2)

     1,126,710           225,261           237,097           88,271         576,081   

Other unconditional purchase obligations(3)

     124,149           115,536           8,613                     

Other long-term obligations(4)

     271,735           144,546           18,008           6,843         102,338   
                                                         

Total contractual obligations

   $ 9,345,688         $ 1,649,797         $ 1,461,983         $ 1,821,666         $4,412,242   
                                                         
                                                           

 

  (1) Interest is estimated using applicable rates at December 31, 2008 for Nucor’s outstanding fixed and variable rate debt.
  (2) Nucor enters into contracts for the purchase of scrap and scrap substitutes, iron ore, electricity, natural gas and other raw materials and related services. These contracts include multi-year commitments and minimum annual purchase requirements and are valued at prices in effect on December 31, 2008 or according to the contract language. These contracts are part of normal operations and are reflected in historical operating cash flow trends. We do not believe such commitments will adversely affect our liquidity position.
  (3) Purchase obligations include commitments for capital expenditures on operating machinery and equipment.
  (4) Other long-term obligations include amounts associated with Nucor’s early retiree medical benefits and management compensation.
Note: In addition to the amounts shown in the table above, $87.7 million of unrecognized tax benefits have been recorded as liabilities in accordance with FIN 48, and we are uncertain as to if or when such amounts may be settled. Related to these unrecognized tax benefits, we have also recorded a liability for potential penalties and interest of $22.9 million at December 31, 2008.

DIVIDENDS

Nucor has increased its base cash dividend every year since it began paying dividends in 1973. In 2008, in addition to increasing the base dividend, the board of directors approved a supplemental dividend in each of the first three quarters based on Nucor’s strong performance. Nucor paid dividends of $2.17 per share in 2008 compared with $2.43 per share in 2007. In December 2008, the board of directors increased the base quarterly dividend by 9% to $0.35 per share and suspended the supplemental dividend. The

 

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28

 

           

 

base quarterly dividend has more than tripled since the end of 2007. In February 2009, the board of directors declared Nucor’s 144th consecutive quarterly cash dividend of $0.35 per share payable on May 12, 2009 to stockholders of record on March 31, 2009.

OUTLOOK

Entering the first quarter of 2009, market conditions remain as challenging as they were in the fourth quarter of 2008. The global economy is still severely impacted by the ongoing credit crunch. In addition to weakened end-use demand, many customers continue to reduce their steel inventories due to liquidity concerns. The economic downturn has now severely impacted the construction markets, which represent a significant percentage of sales for our steel mills and steel products segments. With dramatically lower production rates for the fourth quarter continuing into the first quarter of 2009, our larger mills have higher-cost scrap and scrap substitute inventories yet to be consumed. These iron units – predominantly pig iron at our sheet mills – were purchased prior to the collapse in the economy and scrap pricing last fall. Since pig iron and certain grades of scrap have lead times of four to six months, dramatically reduced sales volumes resulted in the accumulation of increased tons of inventories ordered at peak market prices. Although we will have to work through these excess and higher-priced inventories, we will continue to benefit from Nucor’s variable cost structure, including the variable costs of raw materials, labor and energy.

No one knows the depth and duration of the downturn that began so abruptly last fall, and it is very unclear whether any of the government actions taken so far will yield any meaningful improvement in economic activity. The current economic and steel market conditions are unprecedented. At the same time, we believe the current downturn is likely to present unusually attractive growth opportunities to a company that is in Nucor’s position of strength.

Capital expenditures are currently projected to be approximately $400 million in 2009, a 61% decrease over our capital expenditures in 2008. Last year’s capital spending was increased by significant outlays for several greenfield projects, including the SBQ bar mill in Memphis, the Decatur sheet mill’s galvanizing facility and the Castrip plant in Arkansas. With construction of these projects substantially completed, our capital spending for 2009 is expected to decline; however, we continue to invest capital in our core operations to keep them state-of-the-art and globally competitive. Work also continues on our potential project to build a state-of-the-art iron making facility in either Louisiana or an overseas location. 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 annually, 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.

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 have been delayed due to the current turmoil in the world financial markets.

 

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

REVENUE RECOGNITION

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

ALLOWANCES FOR DOUBTFUL ACCOUNTS

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

 

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29

 

 

INVENTORIES

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

ASSET IMPAIRMENTS

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

GOODWILL

Goodwill is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year. The evaluation of impairment involves comparing the current fair value of each reporting unit to the recorded value, including goodwill. Nucor uses a discounted cash flow model to determine the current fair value of its reporting units. A number of significant assumptions and estimates are involved in the application of the discounted cash flow model to forecast operating cash flows, including markets and market share, sales volumes and prices, costs to produce, discount rate and estimated capital needs. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. While we currently believe that the fair value of our reporting units exceeds the carrying value, materially different assumptions regarding future performance could result in significant impairment charges in future periods. Our Buildings Group and Cold Finish reporting units are currently the reporting units impacted the most by changes in assumptions. We continue to believe that their fair value is in excess of book value but we will continue to monitor them closely should market conditions or other assumptions further deteriorate.

ENVIRONMENTAL REMEDIATION

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

INCOME TAXES

We utilize the liability method of accounting for income taxes as set forth in Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes,” (“SFAS 109”). Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109.” FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements in accordance with SFAS 109. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. We adopted FIN 48 effective January 1, 2007, and the provisions of FIN 48 have been applied to all income tax positions commencing from that date. We recognize potential accrued interest and penalties related to unrecognized tax benefits within operations as a component of income before taxes, which is consistent with the recognition of these items in prior reporting periods. The cumulative effect of applying the provisions of FIN 48 has been reported as an adjustment to retained earnings as of January 1, 2007.

Prior to 2007, we determined our tax contingencies in accordance with SFAS No. 5, “Accounting for Contingencies.” We recorded estimated tax liabilities to the extent the contingencies were probable and could be reasonably estimated.

 

 

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 2 to our consolidated financial statements for a discussion of new accounting pronouncements adopted by Nucor during 2008 and the expected financial impact of accounting pronouncements recently issued or proposed but not yet required to be adopted.

 

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FIVE-YEAR FINANCIAL REVIEW    

 

   

 

33

 

 

(dollar amounts in thousands, except per share data)

 

      2008          2007           2006           2005           2004      
         

FOR THE YEAR

                                  
         

Net sales

   $23,663,324         $16,592,976          $14,751,270          $12,700,999          $11,376,828   
         

Costs, expenses and other:
Cost of products sold

   19,612,283         13,462,927          11,284,606          10,108,805          9,174,611   
         

Marketing, administrative and other expenses

   750,984         577,764          592,473          459,460          374,730   
         

Impairment of non-current assets

   105,183                                      
         

Interest expense (income), net

   90,483         5,469          (37,365 )        4,201          22,352   
         

Minority interests

   313,921         293,501          219,121          110,650          80,840   
         

Other income

                             (9,200 )        (1,596)   
                                                    
         
     20,872,854         14,339,661          12,058,835          10,673,916          9,650,937   
         

Earnings before income taxes

   2,790,470         2,253,315          2,692,435          2,027,083          1,725,891   
         

Provision for income taxes

   959,480         781,368          935,653          709,834          607,906   
                                                    
         

Net earnings

   1,830,990         1,471,947          1,756,782          1,317,249          1,117,985   
         

Net earnings per share:

                                  
         

Basic

   6.01         4.98          5.73          4.19          3.53   
         

Diluted

   5.98         4.94          5.68          4.15          3.50   
         

Dividends declared per share

   1.91         2.44          2.15          0.93          0.24   
         

Percentage of net earnings to net sales

   7.7%         8.9 %        11.9 %        10.4 %        9.8%   
         

Return on average equity

   28.1%         29.5 %        38.3 %        33.8 %        38.2%   
         

Capital expenditures

   1,018,980         520,353          338,404          331,466          285,925   
         

Acquisitions (net of cash acquired)

   1,826,030         1,542,666          223,920          154,864          169,646   
         

Depreciation

   479,484         403,172          363,936          375,054          383,305   
         

Sales per employee

   1,155         1,085          1,273          1,159          1,107   
         
                                                      
         

AT YEAR-END

                                  
         

Current assets

   $  6,397,486         $  5,073,249          $  4,683,065          $  4,081,611          $  3,182,132   
         

Current liabilities

   1,854,192         1,582,036          1,421,917          1,228,618          1,042,776   
                                                    
         

Working capital

   4,543,294         3,491,213          3,261,148          2,852,993          2,139,356   
         

Cash provided by operating activities

   2,498,728         1,935,306          2,251,233          2,136,615          1,024,756   
         

Current ratio

   3.5         3.2          3.3          3.3          3.1   
         

Property, plant and equipment, net

   4,131,861         3,232,998          2,856,415          2,855,717          2,818,307   
         

Total assets

   13,874,443         9,826,122          7,893,018          7,148,845          6,140,391   
         

Long-term debt

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

Percentage of debt to capital

   28.3%         29.4%          15.3%          17.0%          20.2%   
         

Stockholders’ equity

   7,929,204         5,112,917          4,857,351          4,312,049          3,481,281   
         

Per share

   25.25         17.75          16.14          13.90          10.91   
         

Shares outstanding

   313,977         287,993          300,949          310,220          319,024   
         

Employees

   21,700         18,000          11,900          11,300          10,600   
                                                      

 

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34

 

     

 

    MANAGEMENT’S REPORT

 

 

 

 

MANAGEMENT‘S REPORT on internal control over financial reporting

 

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

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

Management assessed the effectiveness of Nucor’s internal control over financial reporting as of December 31, 2008. In making this assessment, management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

Our evaluation did not include the internal controls over financial reporting of The David J. Joseph Company, which was acquired on February 28, 2008. Total assets and total sales for the acquisition represent 13.3% and 10.2%, respectively, of the related consolidated financial statement amounts as of and for the fiscal year ended December 31, 2008.

Based on its assessment, management concluded that Nucor’s internal control over financial reporting was effective as of December 31, 2008. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of Nucor’s internal control over financial reporting as of December 31, 2008 as stated in their report which is included herein.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     

 

   

 

35

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Nucor Corporation:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Nucor Corporation and its subsidiaries at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As discussed in Notes 2 and 20 to the consolidated financial statements, Nucor Corporation changed the manner in which it accounts for uncertain tax positions in fiscal 2007.

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

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

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded The David J. Joseph Company from its assessment of internal control over financial reporting as of December 31, 2008 because it was acquired by the Company in a purchase business combination during 2008. We have also excluded The David J. Joseph Company from our audit of internal control over financial reporting. The David J. Joseph Company is a wholly owned subsidiary whose total assets and total sales represent 13.3% and 10.2%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2008.

 

LOGO
PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 17, 2009

 

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36

 

     

 

    CONSOLIDATED BALANCE SHEETS

 

 

 

CONSOLIDATED BALANCE SHEETS    (in thousands )

 

December 31,    2008     2007  
 

ASSETS

      
 

CURRENT ASSETS:

      
 

Cash and cash equivalents (Note 15)

   $ 2,355,130     $ 1,393,943  
 

Short-term investments (Notes 4 and 15)

           182,450  
 

Accounts receivable, net (Note 5)

     1,228,807       1,611,844  
 

Inventories, net (Note 6)

     2,408,157       1,601,600  
 

Other current assets (Notes 14, 15 and 20)

     405,392       283,412  
                
 

Total current assets

     6,397,486       5,073,249  
 

PROPERTY, PLANT AND EQUIPMENT, NET (Note 7)

     4,131,861       3,232,998  
 

GOODWILL (Note 8)

     1,732,045       847,887  
 

OTHER INTANGIBLE ASSETS, NET (Note 8)

     946,545       469,936  
 

OTHER ASSETS (Notes 1, 9, 11, 14 and 15)

     666,506       202,052  
                
 

TOTAL ASSETS

   $ 13,874,443     $ 9,826,122  
                
     

LIABILITIES AND STOCKHOLDERS’ EQUITY

      
 

CURRENT LIABILITIES:

      
 

Short-term debt (Note 11)

   $ 8,622     $ 22,868  
 

Long-term debt due within one year (Note 11)

     180,400        
 

Accounts payable (Note 10)

     534,161       691,668  
 

Federal income taxes payable

     199,044        
 

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

     580,090       436,352  
 

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

     351,875       431,148  
                
 

Total current liabilities

     1,854,192       1,582,036  
                
 

LONG-TERM DEBT DUE AFTER ONE YEAR (Note 11)

     3,086,200       2,250,300  
                
 

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

     677,370       593,423  
                
 

MINORITY INTERESTS

     327,477       287,446  
                
 

COMMITMENTS AND CONTINGENCIES (Notes 6 and 16)

      
 

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

      
 

Common stock

     149,628       149,302  
 

Additional paid-in capital

     1,629,981       256,406  
 

Retained earnings

     7,860,629       6,621,646  
 

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

     (190,262 )     163,362  
                
 
     9,449,976       7,190,716  
 

Treasury stock

     (1,520,772 )     (2,077,799 )
                
 

Total stockholders’ equity

     7,929,204       5,112,917  
                
 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 13,874,443     $ 9,826,122  
                

 

See notes to consolidated financial statements.

                

 

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CONSOLIDATED STATEMENTS OF EARNINGS     

 

   

 

37

 

 

CONSOLIDATED STATEMENTS OF EARNINGS

   (in thousands, except per share data)
Year Ended December 31,    2008     2007     2006       

 

NET SALES

   $23,663,324     $16,592,976     $14,751,270    
                    
   

COSTS, EXPENSES AND OTHER:

            

 

Cost of products sold

   19,612,283     13,462,927     11,284,606    

 

Marketing, administrative and other expenses

   750,984     577,764     592,473    

 

Impairment of non-current assets (Note 9)

   105,183            

 

Interest expense (income), net (Note 19)

   90,483     5,469     (37,365 )  

 

Minority interests

   313,921     293,501     219,121    
                    
   20,872,854     14,339,661     12,058,835    
                    

 

EARNINGS BEFORE INCOME TAXES

   2,790,470     2,253,315     2,692,435    

 

PROVISION FOR INCOME TAXES (Note 20)

   959,480     781,368     935,653    
                    

 

NET EARNINGS

   $  1,830,990      $  1,471,947      $  1,756,782    
                    

NET EARNINGS PER SHARE (Note 21):

            
   

Basic

   $6.01     $4.98     $5.73    
                    

Diluted

   $5.98      $4.94     $5.68    
                    
   
                  

See notes to consolidated financial statements.

 

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38

 

     

 

    CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

 

 

 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY        in thousands, except per share data)
     COMMON STOCK   ADDITIONAL
PAID-IN
CAPITAL
  RETAINED
EARNINGS
  UNEARNED
COMPENSATION
  ACCUMULATED
OTHER
COMPREHENSIVE
INCOME (LOSS)
 

TREASURY STOCK

( at cost)

  TOTAL
STOCKHOLDERS’
EQUITY
     Share   Amount                       Shares   Amount     

BALANCES, December 31, 2005

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

Comprehensive income:

                 

Net earnings in 2006

        1,756,782           1,756,782

Net unrealized loss on hedging derivatives, net of income taxes

            (57,900)       (57,900)

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

            4,400       4,400

Foreign currency translation gain, net of income taxes

            11,370       11,370
                   

Total comprehensive income

                  1,714,652

Stock options exercised

  1,253   500   36,731             37,231

Issuance of stock under award plans, net of forfeitures

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

Amortization of unearned compensation

      3,900             3,900

Treasury stock acquired

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

2-for-1 stock split

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

Cash dividends ($2.15 per share)

              (658,087)                   (658,087)

BALANCES, December 31, 2006

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

Comprehensive income:

                 

Net earnings in 2007

        1,471,947           1,471,947

Net unrealized loss on hedging derivatives, net of income taxes

            (819)       (819)

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

            11,719       11,719

Foreign currency translation gain, net of income taxes

            142,971       142,971

Adjustment to early-retiree medical plan, net of income taxes

            10,313       10,313

Other

            (5,292)       (5,292)
                   

Total comprehensive income

                  1,630,839

Adjustment to initially apply FIN 48

        31,135           31,135

Stock options exercised

  609   244   11,759             12,003

Issuance of stock under award plans, net of forfeitures

  130   52   43,554         (423)   7,965   51,571

Amortization of unearned compensation

      5,550             5,550

Treasury stock acquired

              14,118   (754,029)   (754,029)

Cash dividends ($2.44 per share)

        (721,503)           (721,503)

BALANCES, December 31, 2007

  373,255   149,302   256,406   6,621,646   —     163,362   85,262   (2,077,799)   5,112,917

Comprehensive income:

                 

Net earnings in 2008

        1,830,990           1,830,990

Net unrealized loss on hedging derivatives, net of income taxes

            (60,137)       (60,137)

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

            (9,863)       (9,863)

Foreign currency translation loss, net of income taxes

            (284,199)       (284,199)

Adjustment to early-retiree medical, plan, net of income taxes

            575       575
                   

Total comprehensive income

                  1,477,366

Stock options exercised

  553   221   10,490             10,711

Issuance of stock under award plans, net of forfeitures

  261   105   46,340         (276)   6,728   53,173

Amortization of unearned compensation

      5,025             5,025

Issuance of stock under public equity offering

      1,311,720         (27,668)   674,259   1,985,979

Treasury stock acquired

              2,774   (123,960)   (123,960)

Cash dividends ($1.91 per share)

        (592,007)           (592,007)

BALANCES, December 31, 2008

  374,069   $149,628   $1,629,981   $7,860,629     $(190,262)   60,092   $(1,520,772)   $7,929,204

See notes to consolidated financial statements.

 

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CONSOLIDATED STATEMENTS OF CASH FLOWS     

 

   

 

39

 

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

   (in thousands)

Year Ended December 31,

   2008     2007     2006      

 

OPERATING ACTIVITIES

            

 

Net earnings

   $1,830,990     $1,471,947     $1,756,782    

 

Adjustments:

            

 

Depreciation

   479,484     403,172     363,936    

 

Amortization

   69,423     24,384     1,333    

 

Stock-based compensation

   49,873     44,001     40,106    

 

Deferred income taxes

   (293,476 )    (81,206 )   (39,394 )  

 

Impairment of non-current assets

   105,183            

 

Minority interests

   313,915     293,498     219,107    

 

Settlement of derivative hedges

   14,733     (18,019 )   (6,793 )  

 

Changes in assets and liabilities (exclusive of acquisitions):

            

 

Accounts receivable

   855,572     (174,326 )   (33,878 )  

 

Inventories

   (364,280 )   (102,490 )   (143,971 )  

 

Accounts payable

   (861,334 )   57,259     (8,517 )  

 

Federal income taxes

   278,663     13,332     (7,233 )  

 

Salaries, wages and related accruals

   129,927     (42,931   86,475    

 

Other

   (109,945   46,685     23,280    
                    

 

Cash provided by operating activities

   2,498,728     1,935,306     2,251,233    
                        

 

INVESTING ACTIVITIES

            

 

Capital expenditures

   (1,018,980 )   (520,353 )   (338,404 )  

 

Sale of interest in affiliate

       29,500        

 

Investment in affiliates

   (720,713 )   (31,435 )   (34,324 )  

 

Disposition of plant and equipment

   17,180     2,787     2,177    

 

Acquisitions (net of cash acquired)

   (1,826,030 )   (1,542,666 )   (223,920 )  

 

Purchases of investments

   (289,423 )   (487,395 )   (1,082,378 )  

 

Proceeds from the sale of investments

   499,709     1,687,578     529,105    

 

Proceeds from currency derivative contracts

   1,441,862     517,241        

 

Settlement of currency derivative contracts

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

 

Cash used in investing activities

   (3,320,686 )   (856,137 )   (1,147,744 )  
                        

 

FINANCING ACTIVITIES

            

 

Net change in short-term debt (exclusive of acquisitions)

   (149,837 )   (65,871 )      

 

Repayment of long-term debt

           (1,250 )  

 

Proceeds from issuance of long-term debt, net of discount

   989,715     1,322,445        

 

Debt issuance costs

   (6,937 )   (9,200 )      

 

Issuance of common stock

   1,996,690     12,003     37,233    

 

Excess tax benefits from stock-based compensation

   10,600     13,000     18,000    

 

Distributions to minority interests

   (275,075 )   (263,086 )   (174,709 )  

 

Cash dividends

   (658,051 )   (726,139 )   (577,816 )  

 

Acquisition of treasury stock

   (123,960 )    (754,029 )   (599,446 )  
                    

 

Cash provided by (used in) financing activities

   1,783,145     (470,877   (1,297,988 )  
                        

 

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

   961,187     608,292     (194,499 )  

 

CASH AND CASH EQUIVALENTS – BEGINNING OF YEAR

   1,393,943     785,651     980,150    
                    

 

CASH AND CASH EQUIVALENTS – END OF YEAR

   $2,355,130     $1,393,943     $    785,651    
                    
                  

See notes to consolidated financial statements.

 

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    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

 

YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006

 

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION:

Nature of Operations Nucor is principally a manufacturer of steel and steel products, as well as a scrap processor, with operating facilities and customers primarily located in North America.

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

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

Other assets include $626.4 million at December 31, 2008 ($146.0 million at December 31, 2007) of equity investments in less than majority-owned domestic and foreign affiliated companies. The results of these investments (excluding impairment charges) are included in marketing, administrative and other expenses and are immaterial for all periods presented. Nucor periodically evaluates its equity investments for potential impairment resulting from declines in value considered to be other than temporary.

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

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

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

Short-term Investments Short-term investments are recorded at cost plus accrued interest, which approximates market. Unrealized gains and losses on investments classified as available-for-sale are recorded as a component of accumulated other comprehensive income. Management determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination at each balance sheet date.

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 65% of total inventories as of December 31, 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 first-in, first-out (FIFO) method of accounting. All inventories held by the parent company’s other subsidiaries are valued using the FIFO method of accounting. The Company records any amount required to reduce the carrying value of inventory to net realizable value as a charge to cost of products sold.

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

Goodwill and Other Intangibles Goodwill is the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized but is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year. The evaluation of impairment involves comparing the current fair value of each reporting unit to the recorded value, including goodwill. Nucor uses a discounted cash flow model to determine the current fair value of its reporting units. A number of significant assumptions and estimates are involved in the application of the discounted cash flow model to forecast operating cash flows, including markets and market share, sales volumes and prices, costs to produce, discount rate and estimated capital needs. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated.

Intangible assets that do not have indefinite lives are amortized over their useful lives and are tested for impairment if certain circumstances indicate an impairment may exist. When it is determined that an impairment exists, the intangible assets are written down to estimated fair value.

 

 

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Derivative Financial Instruments Nucor uses derivative financial instruments from time to time primarily to partially manage its exposure to price risk related to natural gas purchases used in the production process 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. Amounts included in accumulated other comprehensive income related to cash flow hedges are reclassified into earnings when the underlying transaction is recognized in net earnings. Changes in fair value hedges are reported currently in earnings along with changes in the fair value of the hedged items. When cash flow and fair value hedges affect net earnings, they are included on the same line as the underlying transaction (cost of products sold or interest expense). If these instruments do not meet hedge accounting criteria, the change in fair value is recognized immediately in earnings in the same line as the underlying transaction.

Revenue Recognition Nucor recognizes revenue when products are shipped, which represents when title and risk of loss have passed to the customer, and when collection is reasonably assured.

Freight Costs Internal fleet and some common carrier costs are included in marketing, administrative and other expenses. These costs included in marketing, administrative and other expenses were $99.2 million in 2008 ($81.5 million in 2007 and $73.7 million in 2006). All other freight costs are included in cost of products sold.

Income Taxes Nucor utilizes the liability method of accounting for income taxes as set forth in Statement of Financial Accounting Standards (“SFAS”) No. 109, “Accounting for Income Taxes,” (“SFAS 109”). Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

Nucor’s intention is to permanently reinvest the earnings of certain foreign investments. Accordingly, no provisions have been made for taxes that may be payable upon remittance of such earnings.

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109.” FIN 48 provides detailed guidance for the financial statement recognition, measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements in accordance with SFAS 109. Income tax positions must meet a more-likely-than-not recognition threshold at the effective date to be recognized upon the adoption of FIN 48 and in subsequent periods. We adopted FIN 48 effective January 1, 2007, and the provisions of FIN 48 have been applied to all income tax positions commencing from that date. We recognize potential accrued interest and penalties related to unrecognized tax benefits within operations as a component of income before taxes, which is consistent with the recognition of these items in prior reporting periods. The cumulative effect of applying the provisions of FIN 48 has been reported as an adjustment to retained earnings as of January 1, 2007.

Prior to 2007, we determined our tax contingencies in accordance with SFAS No. 5, “Accounting for Contingencies.” We recorded estimated tax liabilities to the extent the contingencies were probable and could be reasonably estimated.

Stock-Based Compensation Effective January 1, 2006, Nucor adopted SFAS No. 123(R), “Share-Based Payment” (“SFAS 123(R)”), applying the modified prospective approach. As a result, the Company recognizes the cost of stock-based compensation as an expense using fair value measurement methods. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and experience.

 

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Comprehensive (Loss) Income Nucor reports comprehensive income and the changes in accumulated other comprehensive (loss) income in its consolidated statement of stockholders’ equity. Accumulated other comprehensive (loss) income is comprised of the following:

 

            (in thousands)

December 31,

     2008     2007
 

Foreign currency translation, net of income taxes when applicable

   $ (135,150 )     $149,049

 

Early retirement medical plan adjustments, net of income taxes

     10,888     10,313

 

Fair market value of derivatives, net of income taxes

     (66,000 )   4,000
            
   $ (190,262 )   $163,362
            
 
              

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

Recent Accounting Pronouncements Effective January 1, 2008, Nucor adopted 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 15 for additional information regarding the adoption of this standard.

The provisions of SFAS 157 as it relates to non-financial assets and liabilities are effective for Nucor in 2009. Management is currently evaluating the impact on Nucor’s consolidated financial statements of the adoption of SFAS 157 as it pertains to non-financial assets and liabilities.

In December 2007, the FASB issued Statement No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). While SFAS 141R retains the fundamental requirement that the acquisition method of accounting be used for all business combinations, several significant changes were made, some of which include: the scope of transactions covered; the treatment of transaction costs and subsequent restructuring charges; accounting for in-process research and development, contingent assets and liabilities, and contingent consideration; and how adjustments made to the acquisition accounting after the transaction are reported. For Nucor, this statement applies prospectively to business combinations occurring on or after January 1, 2009. While application of this standard will not impact Nucor’s financial statements for transactions occurring prior to the effective date, its application will have a significant impact on the Company’s accounting for future acquisitions compared to current practices.

Also in December 2007, the FASB issued Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an amendment of Accounting Research Bulletin No. 51” (“SFAS 160”), which amends current accounting and reporting for a noncontrolling interest in a subsidiary and the deconsolidation of a subsidiary. This statement provides that a noncontrolling interest in a subsidiary should be reported as equity rather than as a “minority interest” liability and requires that all purchases, sales, issuances and redemptions of ownership interests in a consolidated subsidiary be accounted for as equity transactions if the parent retains a controlling financial interest. SFAS 160 also requires that a gain or loss be recognized when a subsidiary is deconsolidated and, if a parent retains a noncontrolling equity investment in the former subsidiary, that the investment be measured at its fair value. This statement is effective January 1, 2009, and will be applied prospectively except for the presentation and disclosure requirements which are retrospective. As such, the effect of this standard on current noncontrolling interest positions will be limited to financial statement presentation and disclosure, but its adoption will impact the Company’s accounting and disclosure for all transactions involving noncontrolling interests after adoption. The expected amount of minority interest to be reclassified as equity upon adoption of this statement is $327.5 million and $287.4 million as of December 31, 2008 and 2007, respectively.

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

 

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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 April 2008, the FASB issued FASB Staff Position (“FSP”) FAS 142-3, “Determination of the Useful Life of Intangible Assets,” which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible assets under FASB Statement No. 142, “Goodwill and Other Intangible Assets.” This FSP is effective for Nucor in 2009. Application of this FSP is not expected to have a significant 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.

3. ACQUISITIONS:

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 in February 2008. 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 obtained independent appraisals for the purpose of allocating the purchase price to the individual assets acquired and liabilities assumed. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed of DJJ as of the date of acquisition:

 

As of the date of acquisition   

(in thousands)

 

 

Current assets

   $ 758,748    

Property, plant and equipment

     288,440    

Goodwill

     837,378    

Other intangible assets

     449,167    

Other assets

     6,211    
          

Total assets acquired

     2,339,944    
          
 

Current liabilities

     (696,000 )  

Long-term debt

     (16,300 )  

Deferred credits and other liabilities

     (184,037 )  
          

Total liabilities assumed

     (896,337 )  
          
 

Net assets acquired

   $ 1,443,607    
          
 
              

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

 

As of the date of acquisition                Weighted-
Average Life
     
   

Customer relationships

   $ 389,200       20 years   

Trade names

     56,200       20 years   

Other

     3,767       18 years   
                 
   $ 449,167       20 years   
                 
   
                       

 

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Approximately $630.9 million of the goodwill has been allocated to the raw materials segment. The remaining $206.5 million of the goodwill has been allocated to the steel mills segment on the basis that certain cost synergies will benefit these businesses (see Note 8).

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

 

     (in thousands, except per share data)
   
December 31,    2008     2007      
   

Net sales

   $24,112,311      $18,597,364   

Net earnings

   1,842,751     1,481,342   
   

Net earnings per share:

       

Basic

   $6.05     $5.01   

Diluted

   $6.02     $4.97   
   
                 

At the beginning of the second quarter of 2008, Nucor acquired substantially all the assets of Metal Recycling Services Inc. (“MRS”) for approximately $56.6 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 $29.8 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 $71.3 million of goodwill that has been preliminarily allocated to the steel products segment and $60.0 million of identifiable intangibles, primarily customer relationships that are being amortized over 20 years. The purchase price allocation is subject to adjustments as additional information is obtained; however, these adjustments are not expected to be material.

In the steel mills segment, 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 9).

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

 

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We obtained independent appraisals for the purpose of allocating the purchase price to the individual assets acquired and liabilities assumed. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed of Harris Steel as of the date of acquisition:

 

As of the date of acquisition    (in thousands)  
 

Current assets

   $ 460,037  

Property, plant and equipment

     122,187  

Goodwill

     478,008  

Other intangible assets

     305,217  

Other assets

     565  
          

Total assets acquired

     1,366,014  
          
 

Short-term debt

     (68,365 )

Other current liabilities

     (108,862 )

Deferred credits and other liabilities

     (125,813 )

Minority interests

     (3,522 )
          

Total liabilities assumed

     (306,562 )
          

Net assets acquired

   $ 1,059,452  
          
          

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

 

As of the date of acquisition                Weighted-
Average Life
   

Customer relationships

   $ 271,462         22 years

Trade names

     33,755         20 years
                  
     $ 305,217         22 years
                  
                  

The majority of the goodwill has been allocated to the steel products segment (see Note 8).

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

 

     (in thousands, except per share data)
December 31,   

 

2007

         2006
   

Net sales

   $16,769,601         $15,886,239

Net earnings

   1,480,597         1,829,463
   

Net earnings per share:

          

Basic

   $5.01         $5.97
                

Diluted

   $4.97         $5.91
                
                

 

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In November 2007, Harris Steel formed a new entity that combined Harris Rebar fabrication operations in the northeastern U.S. market with the northeastern facilities of Barker Steel Company, Inc. (“Barker”). Harris Steel contributed two facilities and distributed cash of approximately $61.1 million for a 90% equity interest in the new venture. Barker contributed eight facilities in exchange for a 10% interest and the $61.1 million distribution.

In August 2007, a wholly owned subsidiary of Nucor acquired Magnatrax Corporation, a leading provider of custom-engineered metal building systems with seven fabricating plants located across the U.S. for a cash purchase price of $275.2 million.

In October 2007, Nucor acquired substantially all the assets of Nelson Steel, Inc. (“Nelson”) for a cash purchase price of approximately $53.2 million. Located in New Salem, Pennsylvania, Nelson is a producer of wire mesh and related products.

2006 In November 2006, Nucor’s wholly owned subsidiary, Verco Decking, Inc., purchased substantially all of the assets of Verco Manufacturing Company, a producer of steel floor and roof decking in three locations in the western U.S. for a cash purchase price of approximately $183.5 million.

All Years Other minor acquisitions totaled $81.6 million in 2008 ($98.4 million in 2007 and $43.9 million in 2006). Non-cash investing and financing activities included the assumption of $1.12 billion of liabilities with the acquisitions in 2008 ($457.7 million in 2007 and $26.1 million in 2006).

4. SHORT-TERM INVESTMENTS:

Nucor did not have any short-term investments at December 31, 2008 ($182.5 million at December 31, 2007). The short-term investments held in 2007 consisted entirely of variable rate demand notes (“VRDNs”), which are variable rate bonds tied to short-term interest rates with stated original maturities in excess of 90 days. All of the VRDNs in which Nucor invested were secured by a direct-pay letter of credit issued by a high-credit quality financial institution. Nucor could receive the principal invested and interest accrued thereon no later than seven days after notifying the financial institution that Nucor elected to tender the VRDNs. Since VRDNs trade at par value, no realized or unrealized gains or losses were incurred.

5. ACCOUNTS RECEIVABLE:

An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of our customers to make required payments. Accounts receivable are stated net of the allowance for doubtful accounts of $64.9 million at December 31, 2008 ($50.0 million at December 31, 2007 and $38.0 million at December 31, 2006).

6. INVENTORIES:

Inventories consist of approximately 47% raw materials and supplies and 53% finished and semi-finished products at December 31, 2008 (43% and 57%, respectively, at December 31, 2007). Nucor’s manufacturing process is a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.

If the FIFO method of accounting had been used, inventories would have been $923.4 million higher at December 31, 2008 ($581.5 million higher at December 31, 2007). Use of the lower of cost or market reduced inventories by $51.3 million at December 31, 2008 ($2.4 million at December 31, 2007).

Nucor has entered into supply agreements for certain raw materials, utilities and other items in the ordinary course of business. These agreements extend into 2035 and total approximately $3.44 billion at December 31, 2008.

 

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7. PROPERTY, PLANT AND EQUIPMENT:

     (in thousands)
December 31,         2008               2007      
   

Land and improvements

     $ 363,369           $ 231,583   

Buildings and improvements

       720,256             623,961   

Machinery and equipment

       6,540,426             5,903,335   

Construction in process and equipment deposits

       859,588             390,790   
                         
       8,483,639             7,149,669   

Less accumulated depreciation

       4,351,778             3,916,671   
                         
     $ 4,131,861           $ 3,232,998   
                         
   
                                 

The estimated useful lives range from four to 10 years for land improvements, nine to 31.5 years for buildings and improvements, and two to 15 years for machinery and equipment.

8. GOODWILL AND OTHER INTANGIBLE ASSETS:

The change in the net carrying amount of goodwill for the years ended December 31, 2008 and 2007 by segment is as follows:

 

       (in thousands)  
        Steel Mills         Steel Products           Raw Materials          All Other          Total  
         

Balance, December 31, 2006

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

Acquisitions

                606,637                  59,389         666,026  

Purchase price adjustments
of previous acquisitions

                (15,699 )                        (15,699 )

Translation

              54,295                          54,295  
                                                    

Balance, December 31, 2007

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

Acquisitions

       206,459          38,426          665,075         43,284         953,244  

Purchase price adjustments
of previous acquisitions

                5,448                  269         5,717  

Translation

                (68,204 )                        (68,204 )

Other

                (6,599 )                        (6,599 )
                                                    

Balance, December 31, 2008

     $ 208,466        $ 755,562        $ 665,075       $ 102,942       $ 1,732,045  
                                                    
         
                                                            

Goodwill resulting from the acquisition of DJJ accounts for almost all of the increase in goodwill in 2008 and is presented based upon Nucor’s final purchase price allocation. Approximately $630.9 million of the goodwill attributable to the acquisition of DJJ has been allocated to the raw materials segment. The remaining $206.5 million of the goodwill has been allocated to the steel mills segment on the basis that certain cost synergies will benefit these businesses. 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):

 

     (in thousands)
December 31,    2008    2007      
     

 

Gross

Amount

 

        

 

Accumulated
Amortization

 

        

 

Gross
Amount

 

        

 

Accumulated
Amortization

 

     
       

Customer relationships

   $ 897,477       $ 80,235       $ 414,514       $ 20,042   

Trademarks and trade names

     118,734         7,150         59,431         1,746   

Other

     27,869         10,150         24,102         6,323   
                                       
   $ 1,044,080       $ 97,535       $ 498,047       $ 28,111   
                                       
       
                                                 

Intangible asset amortization expense was $69.4 million in 2008 ($24.4 million in 2007 and $1.3 million in 2006). Annual amortization expense is estimated to be $71.5 million in 2009; $68.9 million in 2010; $65.9 million in 2011; $62.8 million in 2012; and $59.4 million in 2013.

 

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9. EQUITY INVESTMENTS:

The carrying value of our equity investments in domestic and foreign companies was $626.4 million at December 31, 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 December 31, 2008 was $581.9 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 $119.5 million, resulting in a basis difference of $462.4 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.

The carrying value of our equity investments is net of impairment charges of $99.0 million recorded in 2008 (none in 2007 or 2006). Such charges are included in impairment of non-current assets in the consolidated statements of earnings. Approximately $84.8 million of the impairment charge was incurred in the fourth quarter for the impairment of our investment in the HIsmelt joint venture in Australia. The HIsmelt process is a blast furnace replacement technology that has the potential to be a hot metal source for electric arc furnaces. In December 2008, production at the HIsmelt plant was suspended due to market conditions. Given the uncertain outlook for the pig iron market and the fact that the technology is not yet fully commercialized, management decided it was appropriate to recognize an impairment of this investment.

10. CURRENT LIABILITIES:

Book overdrafts, included in accounts payable in the consolidated balance sheet, were $62.1 million at December 31, 2008 (none at December 31, 2007).

Dividends payable, included in accrued expenses and other current liabilities in the consolidated balance sheet, were $110.5 million at December 31, 2008 ($176.5 million at December 31, 2007).

11. DEBT AND OTHER FINANCING ARRANGEMENTS:

 

(in thousands)
December 31,   2008           2007      
   

Industrial revenue bonds:

         

0.8% to 3.0%, variable,

due from 2009 to 2038

  $ 441,600        $ 425,300   

Notes, 6%, due 2009