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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

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

THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended October 2, 2010

Commission file number 1-4119

 

 

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   13-1860817

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

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

(704) 366-7000

(Registrant’s telephone number, including area code)

 

 

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See 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

315,729,108 shares of common stock were outstanding at October 2, 2010.

 

 

 


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Nucor Corporation

Form 10-Q

October 2, 2010

 

INDEX

  
               Page  
Part I    Financial Information   
   Item 1    Financial Statements (Unaudited)   
      Condensed Consolidated Statements of Earnings - Three Months (13 Weeks) and Nine Months (39 Weeks) Ended October 2, 2010 and October 3, 2009      3   
      Condensed Consolidated Balance Sheets - October 2, 2010 and December 31, 2009      4   
      Condensed Consolidated Statements of Cash Flows - Nine Months (39 Weeks) Ended October 2, 2010 and October 3, 2009      5   
      Notes to Condensed Consolidated Financial Statements      6   
   Item 2    Management’s Discussion and Analysis of Financial Condition and Results of Operations      17   
   Item 3    Quantitative and Qualitative Disclosures About Market Risk      24   
   Item 4    Controls and Procedures      24   
Part II    Other Information   
   Item 1    Legal Proceedings      25   
   Item 1A    Risk Factors      25   
   Item 6    Exhibits      25   
Signatures      26   
List of Exhibits to Form 10-Q      27   

 

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Nucor Corporation Condensed Consolidated Statements of Earnings (Unaudited)

(In thousands, except per share amounts)

 

     Three Months (13 Weeks) Ended     Nine Months (39 Weeks) Ended  
     Oct. 2, 2010      Oct. 3, 2009     Oct. 2, 2010      Oct. 3, 2009  

Net sales

   $ 4,140,069       $ 3,120,005      $ 11,990,877       $ 8,252,352   
                                  

Costs, expenses and other:

          

Cost of products sold

     3,949,779         3,000,851        11,279,755         8,319,079   

Marketing, administrative and other expenses

     88,866         96,280        289,230         268,783   

Equity in losses of unconsolidated affiliates

     5,732         9,633        31,481         69,431   

Interest expense, net

     37,686         34,725        112,796         99,047   
                                  
     4,082,063         3,141,489        11,713,262         8,756,340   
                                  

Earnings (loss) before income taxes and noncontrolling interests

     58,006         (21,484     277,615         (503,988

Provision for (benefit from) income taxes

     7,982         (16,173     80,179         (180,383
                                  

Net earnings (loss)

     50,024         (5,311     197,436         (323,605

Earnings attributable to noncontrolling interests

     26,529         24,227        51,985         28,915   
                                  

Net earnings (loss) attributable to Nucor stockholders

   $ 23,495       $ (29,538   $ 145,451       $ (352,520
                                  

Net earnings (loss) per share:

          

Basic

   $ 0.07       ($ 0.10   $ 0.46       ($ 1.12

Diluted

   $ 0.07       ($ 0.10   $ 0.46       ($ 1.12

Average shares outstanding:

          

Basic

     316,223         315,173        315,842         314,743   

Diluted

     316,756         315,173        316,483         314,743   

Dividends declared per share

   $ 0.36       $ 0.35      $ 1.08       $ 1.05   

See notes to condensed consolidated financial statements.

 

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Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

 

     Oct. 2, 2010     Dec. 31, 2009  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 1,850,093      $ 2,016,981   

Short-term investments

     156,495        225,000   

Accounts receivable, net

     1,468,676        1,116,035   

Inventories, net

     1,649,605        1,312,903   

Other current assets

     636,244        511,329   
                

Total current assets

     5,761,113        5,182,248   

Property, plant and equipment, net

     3,847,931        4,013,836   

Goodwill

     1,831,685        1,803,021   

Other intangible assets, net

     870,636        902,922   

Other assets

     949,560        669,877   
                

Total assets

   $ 13,260,925      $ 12,571,904   
                

LIABILITIES

    

Current liabilities:

    

Short-term debt

   $ 3,092      $ 1,748   

Long-term debt due within one year

     —          6,000   

Accounts payable

     817,785        707,038   

Salaries, wages and related accruals

     236,505        154,997   

Accrued expenses and other current liabilities

     420,883        357,274   
                

Total current liabilities

     1,478,265        1,227,057   

Long-term debt due after one year

     3,680,200        3,080,200   

Deferred credits and other liabilities

     672,111        680,358   
                

Total liabilities

     5,830,576        4,987,615   
                

EQUITY

    

Nucor stockholders’ equity:

    

Common stock

     150,158        149,877   

Additional paid-in capital

     1,701,921        1,675,777   

Retained earnings

     6,922,580        7,120,218   

Accumulated other comprehensive loss, net of income taxes

     (37,356     (41,056

Treasury stock

     (1,509,986     (1,514,290
                

Total Nucor stockholders’ equity

     7,227,317        7,390,526   

Noncontrolling interests

     203,032        193,763   
                

Total equity

     7,430,349        7,584,289   
                

Total liabilities and equity

   $ 13,260,925      $ 12,571,904   
                

See notes to condensed consolidated financial statements.

 

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Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

     Nine Months (39 Weeks) Ended  
     Oct. 2, 2010     Oct. 3, 2009  

Operating activities:

    

Net earnings (loss)

   $ 197,436      $ (323,605

Adjustments:

    

Depreciation

     385,107        367,966   

Amortization

     53,378        54,138   

Stock-based compensation

     34,115        43,460   

Deferred income taxes

     30,150        51,104   

Equity in losses of unconsolidated affiliates

     31,481        69,431   

Changes in assets and liabilities (exclusive of acquisitions):

    

Accounts receivable

     (340,933     92,210   

Inventories

     (325,549     1,113,104   

Accounts payable

     107,902        212,291   

Federal income taxes

     (48,024     (381,153

Salaries, wages and related accruals

     86,315        (366,261

Other

     4,863        17,575   
                

Cash provided by operating activities

     216,241        950,260   
                

Investing activities:

    

Capital expenditures

     (238,330     (316,024

Investment in and advances to affiliates

     (427,788     (60,295

Repayment of advances to affiliates

     48,885        —     

Disposition of plant and equipment

     18,998        10,486   

Acquisitions (net of cash acquired)

     (64,885     (24,714

Purchases of investments

     (240,495     (261,389

Proceeds from the sale of investments

     309,000        —     
                

Cash used in investing activities

     (594,615     (651,936
                

Financing activities:

    

Net change in short-term debt

     1,343        (5,222

Repayment of long-term debt

     (6,000     (180,400

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

     598,992        —     

Debt issuance costs

     (4,050     —     

Issuance of common stock

     3,648        3,556   

Excess tax benefits from stock-based compensation

     (1,500     (3,200

Distributions to noncontrolling interests

     (42,723     (186,104

Cash dividends

     (342,863     (332,096
                

Cash provided by (used in) financing activities

     206,847        (703,466
                

Effect of exchange rate changes on cash

     4,639        7,683   
                

Decrease in cash and cash equivalents

     (166,888     (397,459

Cash and cash equivalents - beginning of year

     2,016,981        2,355,130   
                

Cash and cash equivalents - end of nine months

   $ 1,850,093      $ 1,957,671   
                

See notes to condensed consolidated financial statements.

 

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

 

1. BASIS OF INTERIM PRESENTATION: The information furnished in Item I reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods and are of a normal and recurring nature unless otherwise noted. The information furnished has not been audited; however, the December 31, 2009 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in Nucor’s annual report for the fiscal year ended December 31, 2009. Certain amounts for the prior year have been reclassified to conform to the 2010 presentation.

Recently Adopted Accounting Pronouncements - In January 2010, Nucor adopted accounting guidance regarding the consolidation of variable interest entities (“VIEs”). The new guidance requires a qualitative approach to identifying a controlling financial interest in a VIE, and requires ongoing reassessments of whether an entity is a VIE and whether an entity is the primary beneficiary of a VIE. Adoption of this accounting standard had no impact on Nucor’s consolidated financial statements.

In January 2010, Nucor adopted accounting guidance that requires an entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. Adoption of this accounting standard did not have a material impact on Nucor’s consolidated financial statements.

Recently Issued Accounting Pronouncements - In January 2010, the Financial Accounting Standards Board issued changes to disclosure requirements for fair value measurements. For fair value measurements using significant unobservable inputs (Level 3), the changes require a reporting entity to present separate information about gross purchases, sales, issuances and settlements. These changes are effective for Nucor beginning January 2011. The adoption of this guidance is not expected to have an impact on the consolidated financial statements.

 

2. INVENTORIES: Inventories consist of approximately 43% raw materials and supplies and 57% finished and semi-finished products at October 2, 2010 (48% and 52%, respectively, at December 31, 2009). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.

Inventories valued using the last-in, first-out (LIFO) method of accounting represent approximately 49% of total inventories as of October 2, 2010 (48% as of December 31, 2009). If the first-in, first-out (FIFO) method of accounting had been used, inventories would have been $597.4 million higher at October 2, 2010 ($456.4 million higher at December 31, 2009). Use of the lower of cost or market method reduced inventories by $4.9 million at October 2, 2010 ($9.2 million at December 31, 2009).

 

3. PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is recorded net of accumulated depreciation of $5.15 billion at October 2, 2010 ($4.78 billion at December 31, 2009).

 

4. GOODWILL AND OTHER INTANGIBLE ASSETS: The change in the net carrying amount of goodwill for the nine months ended October 2, 2010 by segment is as follows (in thousands):

 

     Steel Mills      Steel Products      Raw Materials      All Other      Total  

Balance at December 31, 2009

   $ 268,466       $ 780,628       $ 665,075       $ 88,852       $ 1,803,021   

Acquisitions

     —           —           14,841         —           14,841   

Translation

     —           13,823         —           —           13,823   
                                            

Balance at October 2, 2010

   $ 268,466       $ 794,451       $ 679,916       $ 88,852       $ 1,831,685   
                                            

 

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Nucor completed its most recent annual goodwill impairment testing during the fourth quarter of 2009 and concluded that there was no impairment of goodwill for any of our reporting units. The annual evaluation performed in 2009 used forward-looking projections and included significant expected medium to long-term improvements in the future cash flows of two of Nucor’s reporting units, Buildings Group and Steel Trading. As a result of the global economic recession, operating results of each of these reporting units declined significantly in the fourth quarter of 2008 and, consistent with our expectations, remained depressed through the third quarter of 2010. Nucor expects operating results of these two units to improve when general economic conditions improve. If Nucor’s assessment of the relevant facts and circumstances changes, economic conditions fail to improve, or actual performance in any of these or other reporting units falls short of expected results, noncash impairment charges may be required. Total goodwill associated with the Buildings Group and Steel Trading reporting units as of October 2, 2010 were $165.3 million and $88.9 million, respectively. An impairment of goodwill may also lead Nucor to record an impairment of other intangible assets. Total finite-lived intangible assets associated with the Buildings Group and Steel Trading reporting units as of October 2, 2010 were $86.2 million and $13.0 million, respectively.

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):

 

     October 2, 2010      December 31,2009  
     Gross
Amount
     Accumulated
Amortization
     Gross
Amount
     Accumulated
Amortization
 

Customer relationships

   $ 942,677       $ 189,136       $ 922,839       $ 142,886   

Trademarks and trade names

     123,390         17,834         122,136         13,159   

Other

     27,869         16,330         27,869         13,877   
                                   
   $ 1,093,936       $ 223,300       $ 1,072,844       $ 169,922   
                                   

Intangible asset amortization expense was $17.5 million and $18.1 million in the third quarter of 2010 and 2009, respectively, and was $53.4 million and $54.1 million in the first nine months of 2010 and 2009, respectively. Annual amortization expense is estimated to be $69.7 million in 2010; $64.4 million in 2011; $61.4 million in 2012; $57.9 million in 2013; and $55.8 million in 2014.

 

5. EQUITY INVESTMENTS: The carrying value of our equity investments in domestic and foreign companies was $811.4 million at October 2, 2010 ($582.5 million at December 31, 2009) and is recorded in other assets in the condensed consolidated balance sheets.

In 2008, Nucor acquired a 50% economic and voting interest in Duferdofin Nucor S.r.l., an Italian steel manufacturer. 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 members.

Nucor’s investment in Duferdofin Nucor at October 2, 2010 was $545.3 million ($534.0 million at December 31, 2009). Nucor’s 50% share of the total net assets of Duferdofin Nucor was $77.2 million at October 2, 2010, resulting in a basis difference of $468.1 million due to the step-up to fair value of certain assets and liabilities attributable to Duferdofin Nucor as well as the identification of goodwill ($331.5 million) and finite-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. Nucor’s 50% share of amortization expense and other purchase accounting adjustments associated with the fair value step-up was $2.8 million and $2.9 million in the third quarter of 2010 and 2009, respectively, and was $8.5 million and $12.1 million in the first nine months of 2010 and 2009, respectively.

During the first quarter of 2010, Duferdofin Nucor repaid 35 million ($48.9 million as of the payment date) of notes receivable that were outstanding with Nucor as of December 31, 2009. Nucor subsequently contributed additional capital in the form of equity of 45 million ($63.7 million as of the contribution date) to the joint venture. Also, Nucor recorded two additional notes receivable from Duferdofin Nucor with a total value of 20 million ($27.5 million as of October 2, 2010). The notes receivable bear interest at

 

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the twelve-month Euro Interbank Offered Rate (Euribor) as of the date of the notes plus 1% per year. The interest rates were reset on September 30, 2010 to the Euribor twelve month rate as of that date plus 1% per year. The principal amounts are due on January 31, 2016. Accordingly, the notes receivable were classified in other assets in the condensed consolidated balance sheets as of October 2, 2010.

In September 2010, Nucor issued a guarantee for our ownership percentage (50%) of up to 112.5 million of Duferdofin Nucor’s credit facilities. As of October 2, 2010, Duferdofin Nucor had 76.6 million outstanding under the applicable credit facilities. The portion of the amount outstanding that was guaranteed by Nucor was 38.3 million ($52.6 million). Nucor has not recorded any liability associated with the guarantee.

In April 2010, Nucor acquired a 50% economic and voting interest in NuMit LLC. NuMit owns 100% of the equity interest in Steel Technologies LLC, an operator of 23 sheet processing facilities throughout the U.S., Canada and Mexico. Nucor accounts for the investment in NuMit (on a one-month lag basis) under the equity method as control and risk of loss are shared equally between the members. The acquisition did not result in a significant amount of goodwill and intangible assets.

Nucor’s investment in NuMit at October 2, 2010 was $226.8 million, comprised of the purchase price of approximately $221.3 million plus equity method earnings since acquisition. Nucor also has recorded a $40.0 million note receivable from Steel Technologies LLC for a loan made at closing and has extended an $85.0 million line of credit (of which $70.0 million was outstanding at October 2, 2010) to Steel Technologies. The note receivable bears interest at the three month London Interbank Offered Rate (LIBOR) plus 90 basis points, and it matures on October 21, 2014. As of October 2, 2010, the line of credit bears interest at the one month LIBOR rate plus 300 basis points, and it matures on March 31, 2011. The note receivable was classified in other assets and the line of credit was classified in other current assets in the condensed consolidated balance sheets as of October 2, 2010.

Nucor reviews its equity investments for impairment if and when circumstances indicate a potential loss in value of an investment that is an other than temporary decline. In the fourth quarter of 2009, the Company concluded it had a triggering event requiring assessment for impairment of its equity investment in Duferdofin Nucor due to the significant decline in the global demand for steel, which has significantly impacted the financial results of the equity investment. Based on the results of the impairment analysis, the Company determined that the estimated fair value of our investment in Duferdofin Nucor approximated the carrying value as of December 31, 2009. Nucor determined the estimated fair value of our investment in Duferdofin Nucor using a discounted cash flow model, based on a weighted-average of multiple discounted cash flow scenarios. The assumptions that most significantly affect the fair value determination include projected revenues and the discount rate. The Company will continue to monitor trends in the global demand for steel, specifically within the European and North African markets in which Duferdofin Nucor operates. It is possible that the estimates used in our valuation as of December 31, 2009 could change based on actual performance or other events and result in a determination that there is an other than temporary impairment of our investment.

 

6. CURRENT LIABILITIES: Book overdrafts, included in accounts payable in the condensed consolidated balance sheets, were $62.4 million at October 2, 2010 ($73.7 million at December 31, 2009). Dividends payable, included in accrued expenses and other current liabilities in the condensed consolidated balance sheets, were $114.4 million at October 2, 2010 ($114.2 million at December 31, 2009).

 

7. DEBT: In September 2010, Nucor issued $600.0 million of 4.125% unsecured notes due in 2022. Net proceeds of the issuance were $594.9 million. Costs of $5.1 million associated with the issuance have been capitalized and will be amortized over the life of the notes.

 

8. DERIVATIVES: Nucor uses derivative financial instruments from time-to-time primarily to partially manage its exposure to price risk related to natural gas purchases used in the production process as well as copper and aluminum purchased for resale to its customers. In addition, Nucor uses derivatives from time-to-time to partially manage its exposure to changes in interest rates on outstanding debt instruments and uses forward foreign exchange contracts to hedge cash flows associated with certain assets and liabilities, firm commitments and anticipated transactions.

 

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

At October 2, 2010, natural gas swaps covering 20.6 million MMBTUs (extending through December 2012) and foreign currency contracts with a notional value of $13.6 million (extending through November 2010) were outstanding.

The following tables summarize information regarding Nucor’s derivative instruments (in thousands):

Fair Values of Derivative Instruments

 

          Fair Value at  
    

Balance Sheet Location

   Oct. 2, 2010     Dec. 31, 2009  

Asset derivatives not designated as hedging instruments:

       

Foreign exchange contracts

   Other current assets    $ —        $ 445   
                   

Liability derivatives designated as hedging instruments:

       

Commodity contracts

   Accrued expenses and other current liabilities    $ (400   $ (23,000

Commodity contracts

   Deferred credits and other liabilities      (64,400     (72,900
                   

Total liability derivatives designated as hedging instruments

        (64,800     (95,900
                   

Liability derivatives not designated as hedging instruments:

       

Foreign exchange contracts

   Accrued expenses and other current liabilities      (120     —     

Commodity contracts

   Accrued expenses and other current liabilities      (2,486     (3,665
                   

Total liability derivatives not designated as hedging instruments

        (2,606     (3,665
                   

Total liability derivatives

      $ (67,406   $ (99,565
                   

 

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The Effect of Derivative Instruments on the Condensed Consolidated Statements of Earnings

Derivatives Designated as Hedging Instruments

 

Derivatives in

Cash Flow

Hedging

Relationships

 

Statement of

Earnings

Location

  Amount of Gain or (Loss)
Recognized in OCI on Derivative
(Effective Portion)
    Amount of Gain or (Loss)
Reclassified from Accumulated
OCI into Earnings
(Effective Portion)
    Amount of Gain or (Loss)
Recognized in Earnings on
Derivative (Ineffective Portion)
 
    Three Months (13 weeks) Ended     Three Months (13 weeks) Ended     Three Months (13 weeks) Ended  
    Oct. 2, 2010     Oct. 3, 2009     Oct. 2, 2010     Oct. 3, 2009     Oct. 2, 2010     Oct. 3, 2009  

Commodity contracts

 

Cost of products sold

  $ (6,702   $ (604   $ (9,420   $ (10,754   $ —        $ 300   
                                                 

 

Derivatives in

Cash Flow

Hedging

Relationships

 

Statement of

Earnings
Location

  Amount of Gain or (Loss)
Recognized in OCI on Derivative
(Effective Portion)
    Amount of Gain or (Loss)
Reclassified from Accumulated
OCI into Earnings
(Effective Portion)
    Amount of Gain or (Loss)
Recognized in Earnings on
Derivative (Ineffective Portion)
 
    Nine Months (39 weeks) Ended     Nine Months (39 weeks) Ended     Nine Months (39 weeks) Ended  
    Oct. 2, 2010     Oct. 3, 2009     Oct. 2, 2010     Oct. 3, 2009     Oct. 2, 2010     Oct. 3, 2009  

Commodity contracts

 

Cost of products sold

  $ (29,967   $ (35,896   $ (25,619   $ (30,582   $ 1,100      $ (2,100
                                                 

Derivatives Not Designated as Hedging Instruments

 

          Amount of Gain or  (Loss)
Recognized in Earnings on
Derivative
    Amount of Gain or  (Loss)
Recognized in Earnings on
Derivative
 

Derivatives Not Designated as

Hedging Instruments

  

Statement of

Earnings Location

   Three Months (13 weeks) Ended     Nine Months (39 weeks) Ended  
      Oct. 2, 2010     Oct. 3, 2009     Oct. 2, 2010      Oct. 3, 2009  

Commodity contracts

   Cost of products sold    $ (7,443   $ (1,013   $ 2,091       $ 1,201   

Foreign exchange contracts

   Cost of products sold      77        (1,650     233         (2,920
                                    

Total

      $ (7,366   $ (2,663   $ 2,324       $ (1,719
                                    

 

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9. FAIR VALUE MEASUREMENTS: The following table summarizes information regarding Nucor’s financial assets and financial liabilities that are measured at fair value as of October 2, 2010 and December 31, 2009 (in thousands). Nucor does not currently have any non-financial assets or liabilities that are measured at fair value on a recurring basis.

 

           Fair Value Measurements at Reporting Date
Using
 

Description

   Carrying
Amount in
Condensed
Consolidated
Balance Sheets
    Quoted Prices
in Active
Markets for
Identical
Assets

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

(Level 3)
 

As of October 2, 2010

         

Assets:

         

Cash equivalents

   $ 1,747,615      $ 1,747,615         —          —     

Short-term investments

     156,495        156,495         —          —     
                                 

Total assets

   $ 1,904,110      $ 1,904,110         —          —     
                                 

Liabilities:

         

Foreign exchange and commodity contracts

   $ (67,406     —         $ (67,406     —     
                                 

As of December 31, 2009

         

Assets:

         

Cash equivalents

   $ 1,907,066      $ 1,907,066       $ —       

Short-term investments

     225,000        225,000         —       

Foreign exchange contracts

     445        —           445     
                                 

Total assets

   $ 2,132,511      $ 2,132,066       $ 445        —     
                                 

Liabilities:

         

Commodity contracts

   $ (99,565     —         $ (99,565     —     
                                 

Fair value measurements for Nucor’s cash equivalents and short-term investments are classified under Level 1 because such measurements are based on quoted market prices in active markets for identical assets. Fair value measurements for Nucor’s derivatives are classified under Level 2 because such measurements are based on published market prices for similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit risks, spot and future commodity prices and spot and future exchange rates.

The fair value of long-term debt, including current maturities, was approximately $4.08 billion at October 2, 2010 ($3.30 billion at December 31, 2009). The fair value estimates were based on readily available market prices of our debt at October 2, 2010 and December 31, 2009, or similar debt with the same maturities, rating and interest rates.

 

10. CONTINGENCIES: Nucor is subject to environmental laws and regulations established by federal, state and local authorities and, accordingly, makes provision for the estimated costs of compliance. Of the undiscounted total of $36.3 million of accrued environmental costs at October 2, 2010 ($37.4 million at December 31, 2009), $9.8 million was classified in accrued expenses and other current liabilities ($15.9 million at December 31, 2009) and $26.5 million was classified in deferred credits and other liabilities ($21.5 million at December 31, 2009) in the condensed consolidated balance sheets.

Nucor has been named, along with other major steel producers, as a co-defendant in several related

 

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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 are vigorously defending against them, we cannot at this time predict the outcome of this litigation or determine Nucor’s potential exposure.

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

 

11. STOCK-BASED COMPENSATION: Stock Options – Stock options may be granted to Nucor’s key employees, officers and non-employee directors with exercise prices at 100% of the market value on the date of the grant. The stock options granted prior to 2006 were exercisable six months after grant date and have a term of seven years. The stock options granted in 2010 are exercisable at the end of three years and have a term of 10 years. New shares are issued upon exercise of stock options. A summary of activity under Nucor’s stock option plans for the nine months ended October 2, 2010 is as follows (in thousands, except year and per share amounts):

 

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

Number of shares under option:

          

Outstanding at beginning of year

     1,060      $ 21.95         

Granted

     242      $ 41.43         

Exercised

     (265   $ 13.66          $ 7,178   

Canceled

     —          —           
                

Outstanding at October 2, 2010

     1,037      $ 28.62         3.2 years       $ 11,245   
                

Options exercisable at October 2, 2010

     795      $ 24.72         1.3 years       $ 11,245   
                

Compensation expense for stock options was $0.3 million in the third quarter and $0.4 million for the first nine months of 2010 (none in 2009). As of October 2, 2010, unrecognized compensation expense related to options was $3.3 million, which is expected to be recognized over 2.7 years. The amount of cash received from the exercise of stock options totaled $1.8 million and $3.6 million in the third quarter and first nine months of 2010, respectively.

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

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

 

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reduction in retained earnings.

The fair value of the RSUs is determined based on the closing stock price of Nucor’s common stock on the day before the grant. A summary of Nucor’s restricted stock unit activity for the first nine months of 2010 is as follows (shares in thousands):

 

     Shares     Grant Date
Fair Value
 

Restricted stock units:

    

Unvested at beginning of year

     1,464      $ 54.69   

Granted

     462      $ 43.05   

Vested

     (699   $ 55.34   

Canceled

     (10   $ 49.88   
          

Unvested at October 2, 2010

     1,217      $ 49.94   
          

Shares reserved for future grants (stock options and RSUs)

     14,782     
          

Compensation expense for RSUs was $7.6 million and $9.9 million in the third quarter of 2010 and 2009, respectively, and $30.1 million and $38.2 million in the first nine months of 2010 and 2009, respectively. As of October 2, 2010, unrecognized compensation expense related to unvested RSUs was $42.0 million, which is expected to be recognized over a weighted-average period of 1.9 years.

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

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

A summary of Nucor’s restricted stock activity under the AIP and LTIP for the first nine months of

 

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2010 is as follows (shares in thousands):

 

     Shares     Grant Date
Fair Value
 

Restricted stock awards and units:

    

Unvested at beginning of year

     240      $ 50.75   

Granted

     131      $ 44.82   

Vested

     (227   $ 48.62   

Canceled

     —        $ 0.00   
          

Unvested at October 2, 2010

     144      $ 44.49   
          

Shares reserved for future grants

     1,600     
          

Compensation expense for common stock and common stock units awarded under the AIP and LTIP is recorded over the performance measurement and vesting periods based on the anticipated number and market value of shares of common stock and common stock units to be awarded. Compensation expense for anticipated awards based upon Nucor’s financial performance, exclusive of amounts payable in cash, was $1.0 million and $1.9 million in the third quarter of 2010 and 2009, respectively, and was $3.5 million and $5.2 million in the first nine months of 2010 and 2009, respectively. At October 2, 2010, unrecognized compensation expense related to unvested restricted stock was $2.0 million, which is expected to be recognized over a weighted-average period of 1.4 years.

 

12. EMPLOYEE BENEFIT PLAN: Nucor has a Profit Sharing and Retirement Savings Plan for qualified employees. Nucor’s expense for these benefits was $3.4 million and $2.0 million in the third quarter of 2010 and 2009, respectively, and was $24.3 million and $7.5 million in the first nine months of 2010 and 2009, respectively.

 

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

 

     Three Months (13 Weeks) Ended     Nine Months (39 Weeks) Ended  
     October 2, 2010     October 3, 2009     October 2, 2010     October 3, 2009  

Interest expense

   $ 39,618      $ 37,168      $ 117,723      $ 112,327   

Interest income

     (1,932     (2,443     (4,927     (13,280
                                

Interest expense, net

   $ 37,686      $ 34,725      $ 112,796      $ 99,047   
                                

 

14. INCOME TAXES: Nucor has substantially concluded U.S. federal income tax matters for years through 2006. The 2007, 2008 and 2009 tax years are open to examination by the Internal Revenue Service (“IRS”). The tax years 2007 through 2009 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada and other state and local jurisdictions).

 

15. STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME: The following tables reflect the changes in stockholders’ equity attributable to both Nucor and the noncontrolling interests of Nucor’s joint ventures, primarily Nucor-Yamato Steel Company, Nucor Trading S.A. and Barker Steel Company, Inc., of which Nucor owns 51%, 75% and 90%, respectively (in thousands):

 

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     Attributable to
Nucor Corporation
    Attributable to
Noncontrolling Interests
    Total  

Stockholders’ equity at December 31, 2009

   $ 7,390,526      $ 193,763      $ 7,584,289   
                        

Comprehensive income (loss):

      

Net earnings

     145,451        51,985        197,436   

Net unrealized loss on hedging derivatives, net of income taxes

     (29,967     —          (29,967

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

     25,619        —          25,619   

Foreign currency translation gain

     8,048        7        8,055   
                        

Total comprehensive income

     149,151        51,992        201,143   

Stock options

     4,040        —          4,040   

Issuance of stock under award plans, net of forfeitures

     24,889        —          24,889   

Amortization of unearned compensation

     1,800        —          1,800   

Dividends declared

     (343,089     —          (343,089

Distributions to noncontrolling interests

     —          (42,723     (42,723
                        

Stockholders’ equity at October 2, 2010

   $ 7,227,317      $ 203,032      $ 7,430,349   
                        

Stockholders’ equity at December 31, 2008

   $ 7,929,204      $ 327,477      $ 8,256,681   
                        

Comprehensive income (loss):

      

Net earnings (loss)

     (352,520     28,915        (323,605

Net unrealized loss on hedging derivatives, net of income taxes

     (35,896     —          (35,896

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

     30,582        —          30,582   

Foreign currency translation gain

     132,279        179        132,458   
                        

Total comprehensive income (loss)

     (225,555     29,094        (196,461

Stock options

     3,556        —          3,556   

Issuance of stock under award plans, net of forfeitures

     36,069        —          36,069   

Amortization of unearned compensation

     2,800        —          2,800   

Dividends declared

     (332,621     —          (332,621

Distributions to noncontrolling interests

     —          (186,104     (186,104
                        

Stockholders’ equity at October 3, 2009

   $ 7,413,453      $ 170,467      $ 7,583,920   
                        

The components of total comprehensive income are as follows (in thousands):

 

     Three Months (13 Weeks) Ended     Nine Months (39 Weeks) Ended  
     October 2, 2010     October 3, 2009     October 2, 2010     October 3, 2009  

Net earnings (loss)

   $ 50,024      $ (5,311   $ 197,436      $ (323,605

Net unrealized loss on hedging derivatives, net of income taxes

     (6,702     (604     (29,967     (35,896

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

     9,420        10,754        25,619        30,582   

Foreign currency translation gain

     58,273        77,851        8,055        132,458   
                                

Comprehensive income (loss)

     111,015        82,690        201,143        (196,461

Comprehensive income attributable to noncontrolling interests

     (26,530     (24,322     (51,992     (29,094
                                

Comprehensive income (loss) attributable to Nucor stockholders

   $ 84,485      $ 58,368      $ 149,151      $ (225,555
                                

 

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16. SEGMENTS: Nucor reports its results in the following segments: steel mills, steel products and raw materials. The steel mills segment includes carbon and alloy steel in sheet, bars, structural and plate, and Nucor’s equity method investments in Duferdofin Nucor and NuMit. The steel products segment includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, steel fasteners, metal building systems, light gauge steel framing, steel grating and expanded metal, and wire and wire mesh. The raw materials segment includes The David J. Joseph Company (“DJJ”), a scrap broker and processor; Nu-Iron Unlimited, a facility that produces direct reduced iron used by the steel mills; and certain equity method investments. The “All other” category primarily includes Nucor’s steel trading businesses. The segments are consistent with the way Nucor manages its business, which is primarily based upon the similarity of the types of products produced and sold by each segment.

Net interest expense, other income, profit sharing expense, stock-based compensation and changes in the LIFO reserve are shown under Corporate/eliminations. Corporate assets primarily include cash and cash equivalents, short-term investments, allowances to eliminate intercompany profit in inventory, fair value of natural gas hedges, deferred income tax assets, federal income taxes receivable, the LIFO reserve, capitalized interest, bond issuance costs and investments in and advances to affiliates.

The company’s results by segment were as follows (in thousands):

 

     Three Months (13 Weeks) Ended     Nine Months (39 Weeks) Ended  
     October 2, 2010     October 3, 2009     October 2, 2010     October 3, 2009  

Net sales to external customers:

        

Steel mills

   $ 2,798,419      $ 2,070,202      $ 8,285,773      $ 5,155,726   

Steel products

     794,289        681,331        2,093,017        2,089,093   

Raw materials

     463,515        289,072        1,364,340        803,871   

All other

     83,846        79,400        247,747        203,662   
                                
   $ 4,140,069      $ 3,120,005      $ 11,990,877      $ 8,252,352   
                                

Intercompany sales:

        

Steel mills

   $ 451,792      $ 307,098      $ 1,255,562      $ 734,859   

Steel products

     12,351        7,239        33,533        20,580   

Raw materials

     1,839,956        1,316,800        6,156,283        2,276,663   

All other

     2,248        2,015        6,988        7,357   

Corporate/eliminations

     (2,306,347     (1,633,152     (7,452,366     (3,039,459
                                
   $ —        $ —        $ —        $ —     
                                

Earnings (loss) before income taxes and noncontrolling interests:

        

Steel mills

   $ 231,803      $ (55,914   $ 652,450      $ (488,215

Steel products

     (40,826     (19,723     (143,817     (70,948

Raw materials

     7,444        2,885        93,997        (60,273

All other

     (613     1,619        3,955        (11,782

Corporate/eliminations

     (139,802     49,649        (328,970     127,230   
                                
   $ 58,006      $ (21,484   $ 277,615      $ (503,988
                                
     October 2, 2010     Dec. 31, 2009        

Segment assets:

      

Steel mills

   $ 6,035,825      $ 5,446,028     

Steel products

     2,935,073        2,707,678     

Raw materials

     2,592,543        2,417,649     

All other

     149,192        138,286     

Corporate/eliminations

     1,548,292        1,862,263     
                  
   $ 13,260,925      $ 12,571,904     
                  

 

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

 

     Three Months (13 Weeks) Ended     Nine Months (39 Weeks) Ended  
     October 2, 2010     October 3, 2009     October 2, 2010     October 3, 2009  

Basic net earnings (loss) per share:

        

Basic net earnings (loss)

   $ 23,495      $ (29,538   $ 145,451      $ (352,520

Earnings allocated to participating securities

     (436     (524     (1,392     (1,436
                                

Net earnings (loss) available to common stockholders

   $ 23,059      $ (30,062   $ 144,059      $ (353,956
                                

Average shares outstanding

     316,223        315,173        315,842        314,743   
                                

Basic net earnings (loss) per share

   $ 0.07      ($ 0.10   $ 0.46      ($ 1.12
                                

Diluted net earnings (loss) per share:

        

Diluted net earnings (loss)

   $ 23,495      $ (29,538   $ 145,451      $ (352,520

Earnings allocated to participating securities

     (436     (524     (1,392     (1,436
                                

Net earnings (loss) available to common stockholders

   $ 23,059      $ (30,062   $ 144,059      $ (353,956
                                

Diluted average shares outstanding:

        

Basic shares outstanding

     316,223        315,173        315,842        314,743   

Dilutive effect of stock options and other

     533        —          641        —     
                                
     316,756        315,173        316,483        314,743   
                                

Diluted net earnings (loss) per share

   $ 0.07      ($ 0.10   $ 0.46      ($ 1.12
                                

The number of shares that were not included in the diluted net earnings per share calculation, because to do so would have been antidilutive, was immaterial for all periods presented.

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

Certain statements made in this quarterly report are forward-looking statements that involve risks and uncertainties. The words “believe,” “expect,” “project,” “will,” “should,” “could” and similar expressions are intended to identify those forward-looking statements. 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 projected results and expectations discussed in this report. Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: (1) the sensitivity of the results of our operations to prevailing steel prices and changes in the supply and cost of raw materials, including pig iron and 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) impairment in the recorded value of inventory, equity investments, fixed assets, goodwill or other long-lived assets; (6) uncertainties surrounding the global economy, including the severe economic downturn in construction markets and excess world capacity for steel production; (7) fluctuations in currency conversion rates; (8) U.S. and foreign trade policy affecting steel imports or exports; (9) significant changes in laws or government regulations affecting environmental compliance, including legislation and regulations that result in greater regulation of greenhouse gas emissions, which could increase our energy costs and our capital expenditures and operating costs; (10) the cyclical nature of the steel industry; (11) capital investments and their impact on our performance; and (12) our safety performance.

 

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The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements included elsewhere in this report, as well as the audited consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2009.

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.

The steel mills segment produces carbon and alloy steel in bars, beams, sheet and plate and includes Nucor’s equity method investments in Duferdofin Nucor and NuMit LLC. The steel products segment produces steel joists and joist girders; steel deck; fabricated concrete reinforcing steel; cold finished steel; steel fasteners; metal building systems; light gauge steel framing; steel grating and expanded metal; and wire and wire mesh. The raw materials segment, which includes The David J. Joseph Company (“DJJ”), produces direct reduced iron used by the steel mills; brokers ferrous and nonferrous metals, pig iron and HBI/DRI; supplies ferro-alloys; and processes ferrous and nonferrous scrap.

In March 2010, DJJ acquired the assets and business of Ocala Recycling LLC, which operates four scrap processing facilities in Florida, including one automobile shredder. Production capacity at the four yards combined totals over 100,000 tons annually. DJJ operates the Ocala Recycling facilities as part of Trademark Metals Recycling LLC.

In April 2010, Nucor acquired a 50% economic and voting interest in NuMit LLC for approximately $221.3 million. NuMit owns 100% of the equity interest in Steel Technologies LLC, an operator of 23 sheet processing facilities throughout the U.S., Canada, and Mexico. Nucor has extended a $40.0 million loan and an $85.0 million line of credit (of which $70.0 million was outstanding at October 2, 2010) to Steel Technologies. Since Nucor accounts for this equity method investment on a one-month lag, only five months of NuMit’s earnings have been included in Nucor’s results for the first nine months of 2010.

In September 2010, Nucor announced the selection of St. James Parish, Louisiana, for the construction of a planned $750 million iron making facility, subject to receipt of all requisite environmental permits. The 2,500,000 tons annual capacity iron making facility will use direct reduction technology to convert natural gas and iron ore pellets into high quality direct reduced iron (“DRI”) used by Nucor’s steel mills, along with recycled scrap, in producing numerous high quality steel products such as sheet, plate and SBQ steel. The DRI facility is the first phase of a multi-phase plan that could include an additional DRI facility, coke plant, blast furnace, pellet plant and steel mill. Nucor anticipates issuing approximately $600 million in Gulf Zone Opportunity Bonds prior to year-end to partially fund the capital costs of the project.

During the second quarter of 2010, Nucor entered into an agreement with a natural gas exploration and production firm that will involve drilling and completing on-shore natural gas wells in U.S.-based proven reserves over a seven-year period beginning in June 2010. Natural gas generated and sold by this working interest drilling program will offset exposure to the volatility of the price of gas consumed by our future Louisiana iron making facility.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately 71%, 54% and 71%, respectively, in the first nine months of 2010, compared with 53%, 49% and 52%, respectively, in the first nine months of 2009.

Results of Operations

Net Sales Net sales to external customers by segment for the third quarter and first nine months of 2010 and 2009 were as follows (in thousands):

 

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     Three Months (13 Weeks) Ended     Nine Months (39 Weeks) Ended  
     October 2, 2010      October 3, 2009      % Change     October 2, 2010      October 3, 2009      % Change  

Steel mills

   $ 2,798,419       $ 2,070,202         35   $ 8,285,773       $ 5,155,726         61

Steel products

     794,289         681,331         17     2,093,017         2,089,093         —     

Raw materials

     463,515         289,072         60     1,364,340         803,871         70

All other

     83,846         79,400         6     247,747         203,662         22
                                        

Net sales

   $ 4,140,069       $ 3,120,005         33   $ 11,990,877       $ 8,252,352         45
                                        

Net sales for the third quarter of 2010 increased 33% from the third quarter of 2009. Average sales price per ton increased 20% from $610 in the third quarter of 2009 to $735 in the third quarter of 2010, while total tons shipped to outside customers increased 10% from the same period last year.

Net sales for the first nine months of 2010 increased 45% from last year. Average sales price per ton increased 13% from $638 in the first nine months of 2009 to $719 in the first nine months of 2010, while total tons shipped to outside customers increased 29% from the same period last year.

In the steel mills segment, production and sales tons were as follows (in thousands):

 

     Three Months (13 Weeks) Ended     Nine Months (39 Weeks) Ended  
     October 2, 2010      October 3, 2009      % Change     October 2, 2010      October 3, 2009      % Change  

Steel production

     4,426         4,433         —          13,786         10,276         34
                                        

Outside steel shipments

     3,993         3,705         8     11,981         8,707         38

Inside steel shipments

     709         607         17     2,024         1,412         43
                                        

Total steel shipments

     4,702         4,312         9     14,005         10,119         38
                                        

Net sales for the steel mills segment increased 35% from the third quarter of 2009 due to the 8% increase in tons sold to outside customers combined with a 25% increase in the average sales price per ton from $559 to $701.

The 61% increase in sales from the first nine months of 2009 to the first nine months of 2010 in the steel mills segment was primarily attributable to the 38% increase in tons sold to outside customers combined with an 17% increase in the average sales price per ton from $593 to $692.

Selected tonnage data for the steel products segment is as follows (in thousands):

 

     Three Months (13 weeks) Ended     Nine Months (39 weeks) Ended  
     October 2, 2010      October 3, 2009      % Change     October 2, 2010      October 3, 2009      % Change  

Joist production

     71         69         3     202         194         4

Deck sales

     81         84         -4     230         232         -1

Cold finish sales

     123         87         41     351         243         44

Fabricated concrete reinforcing steel sales

     291         280         4     751         743         1

The 17% increase in the steel products segment’s sales for the third quarter was due to a 13% increase in volume and a 3% increase in the average sales price per ton from $1,158 to $1,198.

The slight increase in the steel product segment’s sales for the first nine months of the year was attributable to a 12% increase in volume offset by the 10% decrease in the average sales price per ton from $1,299 to $1,171.

The sales for the raw materials segment increased 60% from the third quarter of 2009 to the third quarter of 2010 due to increased average sales price per ton combined with increased volume. The sales for the raw materials segment increased 70% from the first nine months of 2009 to the first nine months of 2010 primarily due to increased average sales price per ton and, to a lesser extent, to increased volume.

 

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In the third quarter of 2010, approximately 85% of outside sales in the raw materials segment were from the brokerage operations of DJJ and approximately 15% of the outside sales were from the scrap processing facilities (84% and 15%, respectively, in the third quarter of 2009). In the first nine months of 2010, approximately 88% of outside sales in the raw materials segment were from the brokerage operations of DJJ and approximately 12% of the outside sales were from the scrap processing facilities (77% and 22%, respectively, in the first nine months of 2009).

The “All other” category includes Nucor’s steel trading businesses. The quarter over quarter increase in sales is due to increased sales price per ton, offset by a decrease in volume. The year over year increase in sales is primarily due to increased pricing.

Gross Margins For the third quarter of 2010, Nucor recorded gross margins of $190.3 million (5%), compared to $119.2 million (4%) in the third quarter of 2009. The year-over-year dollar and gross margin percentage increases were the result of a 20% increase in the average sales price per ton and a 10% increase in total shipments to outside customers. Additionally, the increases were due to the following factors:

 

   

In the steel mills segment, the average scrap and scrap substitute cost per ton increased 18% from $299 in the third quarter of 2009 to $354 in the third quarter of 2010; however, metal margins (the difference between the selling price of steel and the cost of scrap and scrap substitutes) also increased. In the third quarter of 2009, the sheet mills consumed higher-cost iron units, in particular pig iron inventories, which were purchased prior to the collapse of both the economy and scrap/pig iron pricing in the fourth quarter of 2008. As a result, gross margins in the third quarter of 2009 were compressed.

 

   

Pre-operating and start-up costs of new facilities decreased to $41.9 million in the third quarter of 2010, compared with $47.1 million in the third quarter of 2009. In 2010, these costs primarily related to the special bar quality (“SBQ”) mill in Memphis, Tennessee, and the galvanizing line in Decatur, Alabama.

The increases in gross margins were partially offset by increased energy costs. Energy costs increased approximately $4 per ton from the prior year period due to higher electricity unit costs.

Nucor’s gross margins are significantly impacted by the application of the LIFO method of accounting. LIFO charges or credits for interim periods are based on management’s estimates of both inventory costs and quantities at year-end. The actual amounts will likely differ from these estimated amounts, and such differences may be significant. Annual charges or credits are largely based on the relative changes in cost and quantities year over year, primarily within raw material inventory in the steel mills segment. Gross margin was negatively impacted by a LIFO charge of $50.0 million in the third quarter of 2010, compared with a credit of $120.0 million in the third quarter of 2009. The current year LIFO charge reflects management’s expectations of increasing costs and quantities in inventory at December 31, 2010 relative to prior year-end. The LIFO credit in the same period in 2009 was attributable to management’s expectations in the prior year of decreasing costs and quantities in inventory at December 31, 2009 relative to December 31, 2008.

For the first nine months of 2010, Nucor recorded gross margins of $711.1 million (6%), compared to ($66.7) million  (-1%) in the first nine months of 2009. The year-over-year dollar and gross margin percentage increases were the result of a 13% increase in the average sales price per ton and the 29% increase in total shipments to outside customers. Additionally, the increases were due to the following factors:

 

   

In the steel mills segment, the average scrap and scrap substitute cost per ton increased 12% from $312 in the first nine months of 2009 to $348 in the first nine months of 2010; however, metal margins also increased.

 

   

Energy costs decreased $4 per ton from the prior year period due to efficiency improvements derived from increased utilization rates across all product lines.

 

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The increase in gross margin was partially offset by a LIFO charge of $141.0 million in the first nine months of 2010, compared with a LIFO credit of $350.0 million in the first nine months of 2009. Also partially offsetting the increase in gross margin were increased pre-operating and start-up costs of new facilities, which increased to $135.8 million in the first nine months of 2010, compared to $111.9 million in the first nine months of 2009. In 2010, these costs primarily related to the SBQ mill in Memphis, Tennessee, and the galvanizing line in Decatur, Alabama.

Marketing, Administrative and Other Expenses Two major components of marketing, administrative and other expenses are freight and profit sharing costs. Although total freight costs increased 22% from the prior year quarter, unit freight costs increased only 9%. Total freight costs increased 17% from the first nine months of 2009, while unit freight costs increased 5%. Unit freight costs did not increase the same magnitude as total freight costs due to efficiencies created by increased shipments. Profit sharing costs, which are based upon and fluctuate with pre-tax earnings, increased over 2009 due to Nucor’s increased profitability. No profit sharing costs were incurred in the first nine months of 2009 due to Nucor reporting a consolidated net loss for the period.

In the third quarter of 2009, marketing, administrative and other expenses were also impacted by $12.3 million of one-time charges related to the amendment or termination of certain purchase contracts.

Equity in Losses of Unconsolidated Affiliates Equity method investment losses were $5.7 million and $9.6 million in the third quarter of 2010 and 2009, respectively, and were $31.5 and $69.4 million in the first nine months of 2010 and 2009, respectively. The decrease in the equity method investment losses is primarily due to the pre-tax charge to write-down inventories to the lower of cost or market at Duferdofin Nucor S.r.l. of $45.8 million in the first nine months of 2009 (none in 2010).

Interest Expense Net interest expense for the third quarter and first nine months of 2010 and 2009 was as follows (in thousands):

 

     Three Months (13 Weeks) Ended     Nine Months (39 Weeks) Ended  
     October 2, 2010     October 3, 2009     October 2, 2010     October 3, 2009  

Interest expense

   $ 39,618      $ 37,168      $ 117,723      $ 112,327   

Interest income

     (1,932     (2,443     (4,927     (13,280
                                

Interest expense, net

   $ 37,686      $ 34,725      $ 112,796      $ 99,047   
                                

In the third quarter of 2010, gross interest expense increased 7% over the prior year primarily due to a decrease in capitalized interest as assets were placed into service. Gross interest income decreased 21% due to a significant decrease in average investments.

Gross interest expense increased 5% from the first nine months of 2009 to the first nine months of 2010 due to a decrease in capitalized interest as assets were placed into service. Gross interest income decreased 63% due to a significant decrease in the average interest rate earned on investments combined with a 31% decrease in average investments.

Noncontrolling Interests Noncontrolling interests represent the income attributable to the noncontrolling partners of Nucor’s joint ventures, primarily Nucor-Yamato Steel Company (“NYS”), Nucor Trading S.A., and Barker Steel Company, Inc., of which Nucor owns 51%, 75% and 90%, respectively. The increase in noncontrolling interests is primarily attributable to the increased earnings of NYS, which were due to the improvement in the structural steel market. Under the NYS partnership agreement, the minimum amount of cash to be distributed each year to the partners is the amount needed by each partner to pay applicable U.S. federal and state income taxes. In the first nine months of 2009, the amount of cash distributed to noncontrolling interest holders exceeded amounts allocated to noncontrolling interests based on mutual agreement of the general partners; however, the cumulative amount of cash distributed to partners was less than the cumulative net earnings of the partnership.

 

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Provision for Income Taxes Nucor had an effective tax rate of 13.8% in the third quarter of 2010 compared with 75.3% in the third quarter of 2009. The effective tax rate for the third quarter of 2009 is not meaningful for comparative purposes due to the low level of pre-tax loss for the period. The effective tax rate for the third quarter of 2010 was greatly impacted by the change in relative proportion of net earnings attributable to noncontrolling interests to total pre-tax earnings and the impact of the reversal of tax reserves due to closing of the statute of limitations.

The effective tax rate in the first nine months of 2010 was 28.9% compared with 35.8% in the first nine months of 2009. The changes in the rate between the periods are primarily due to the changes in relative proportions of net earnings or loss attributable to noncontrolling interests and equity method investments to total pre-tax earnings or loss. The IRS has substantially concluded U.S. federal income tax matters for Nucor’s 2005 and 2006 federal income tax returns.

Net Earnings and Return on Equity Nucor reported net earnings of $23.5 million, or $0.07 per diluted share, in the third quarter of 2010 compared to consolidated net loss of $29.5 million, or $0.10 per diluted share, in the third quarter of 2009. Net earnings (loss) attributable to Nucor stockholders as a percentage of net sales were 1% in the third quarter of 2010 and (1%) in the third quarter of 2009.

Nucor reported consolidated net earnings of $145.5 million, or $0.46 per diluted share, in the first nine months of 2010, compared to a consolidated net loss of $352.5 million, or $1.12 per diluted share, in the first nine months of 2009. Net earnings (loss) attributable to Nucor stockholders as a percentage of net sales were 1% and (4%), respectively, in the first nine months of 2010 and 2009. Return on average stockholders’ equity was approximately 2.6% and (6.1%) in the first nine months of 2010 and 2009, respectively.

Outlook Operating results excluding LIFO deteriorated from the second quarter, primarily due to lower margins stemming from lower realized selling prices on most steel mill products. This performance is due to a general slowdown taking place across all product lines. The economy has entered into a period of increased uncertainty, both in the U.S. and globally. The fourth quarter may indeed turn out to be our most challenging quarter of the year. The most challenging markets for our products continue to be those associated with residential and non-residential construction, which continue to show little, if any, strength. This is true for our downstream businesses, particularly rebar fabrication where pricing has continued to deteriorate because of extremely weak demand. It is also true for our sheet and plate mills, which compete in an over-supplied market that has been further pressured by recent new sheet capacity.

Nucor’s largest exposure to market risk is via our steel mills and steel products segments. Our largest single customer in the first nine months of 2010 represented approximately 4% of sales and consistently pays within terms. We have only a small exposure to the U.S. automotive industry. In the raw materials segment, we are exposed to price fluctuations related to the purchase of scrap steel and iron ore. Our exposure to market risk is mitigated by the fact that our steel mills use a significant portion of the products of this segment.

We remain confident about our future prospects despite the current economic cycle. We are maintaining or growing our market share, while many competitors who do not have our financial strength or our highly variable and low-cost structure are forced to shut down facilities. Our manufacturing processes are highly flexible and able to increase production quickly in response to improvements in demand.

Liquidity and Capital Resources

Nucor generated cash provided by operating activities of $216.2 million in the first nine months of 2010, compared with $950.3 million in the first nine months of 2009. The increase in net earnings period over period was offset by changes in operating assets and liabilities of ($515.4) million in the first nine months of the current year compared with $687.8 million in the first nine months of the prior year. The funding of working capital (primarily accounts receivable and inventories) increased in the first nine months of 2010 due to higher levels of operations in 2010.

 

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The current ratio was 3.9 at the end of the third quarter of 2010 and 4.2 at year-end 2009. Accounts receivable and inventories increased 32% and 26%, respectively, since year-end, while quarterly net sales increased 41% from the fourth quarter of 2009. The increases in accounts receivable and inventories are due to higher sales prices and the increased cost of raw materials in the current year as compared to the fourth quarter of 2009, combined with increased volumes. In the first nine months of 2010, total accounts receivable turned approximately monthly and inventories turned approximately every five to six weeks. These turnover rates are comparable to Nucor’s historical performance, in contrast to the slower rates experienced in 2009. The current ratio was also impacted by the 16% increase in accounts payable, which is primarily attributable to the increased cost of raw materials. In addition, salaries, wages and related accruals increased primarily due to the increase in profit sharing.

Cash used in investing activities decreased $57.3 million from the prior year period primarily due to increased net proceeds from the sale of investments and lower capital expenditures. These decreases in cash used in investing activities were partially offset by increased investments in and advances to affiliates, mainly NuMit LLC and Duferdofin Nucor S.r.l.

Cash provided by financing activities was $206.8 million in the first nine months of 2010, compared with cash used by financing activities of $703.5 million in the prior year period. This fluctuation was primarily due to the issuance in the third quarter of 2010 of $600 million of 4.125% unsecured notes due 2022. Net proceeds of the issuance were $594.9 million. Also contributing to the fluctuation was the $175.0 million repayment of long-term debt in January 2009 (only $6.0 million of debt matured in the first nine months of 2010) and the $143.4 million decrease in distributions to noncontrolling interests. These distributions are made based on the mutual agreement of the general partners.

Nucor’s conservative financial practices have served us well in the past and are serving us well today. Our cash and cash equivalents and short-term investments position remains robust at $2.01 billion as of October 2, 2010, and our $1.3 billion revolving credit facility is undrawn and does not expire until November 2012. We have no long-term debt maturing until 2012. Furthermore, 75% of our long-term debt matures in 2017 and beyond. We believe our financial strength is a key strategic advantage among domestic steel producers, particularly during recessionary business cycles. We currently carry the highest credit ratings of any metals and mining company in North America with an A rating from both Standard & Poors and Moody’s. Based upon these ratings we expect to continue to have adequate access to the capital markets at a reasonable cost of funds for liquidity purposes when needed. Our credit ratings are dependent, however, upon a number of factors, both qualitative and quantitative, and are subject to change at any time. The disclosure of our credit ratings is made in order to enhance investors’ understanding of our sources of liquidity and the impact of our credit ratings on our cost of funds.

Our credit facility includes only one financial covenant, which is a limit of 60% on the ratio of funded debt to total capitalization. In addition, the credit facility contains customary non-financial covenants, including a limit on Nucor’s ability to pledge the Company’s assets and a limit on consolidations, mergers and sales of assets. As of October 2, 2010, our funded debt to total capital ratio was 33%, and we were in compliance with all other covenants under our credit facility. No borrowings were outstanding under the credit facility as of October 2, 2010.

In depressed market conditions such as we are experiencing today, we have several additional liquidity benefits. Nucor’s capital investment and maintenance practices give us the flexibility to reduce our current spending on our facilities to very low levels. As discussed earlier, capital expenditures decreased 25% from $316.0 million during the first nine months of 2009 to $238.3 million in the first nine months of 2010. Capital expenditures for 2010 are projected to be approximately $360 million.

In September 2010, Nucor’s board of directors declared a quarterly cash dividend on Nucor’s common stock of $0.36 per share payable on November 11, 2010 to stockholders of record on September 30, 2010. This dividend is Nucor’s 150th consecutive quarterly cash dividend.

 

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Funds provided from operations, cash and cash equivalents, short-term investments and new borrowings under existing credit facilities are expected to be adequate to meet future capital expenditure and working capital requirements for existing operations for at least the next 24 months. Subsequent to the end of the third quarter, we received approximately $345.0 million in federal income tax refunds due the Company that had been recorded as a current receivable as a component of other current assets at October 2, 2010.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Interest Rate Risk - Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. Nucor also makes use of interest rate swaps to manage net exposure to interest rate changes. Management does not believe that Nucor’s exposure to interest rate market risk has significantly changed since December 31, 2009.

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 utilizes a raw material surcharge as a component of pricing steel to pass through the cost increases of scrap steel and other raw materials. In periods of stable demand for our products, our surcharge mechanism has worked effectively to reduce the normal time lag in passing through higher raw material costs so that we can maintain our gross margins. When demand for and cost of raw materials is lower, however, the surcharge impacts our sales prices to a lesser extent.

Nucor also uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in the production process and to hedge a portion of our aluminum and copper purchases and sales. Gains and losses from derivatives designated as hedges are deferred in accumulated other comprehensive income (loss) on the condensed consolidated balance sheets and recognized into earnings in the same period as the underlying physical transaction. At October 2, 2010, accumulated other comprehensive income (loss) includes $78.4 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 October 2, 2010, 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

   $ 9,900       $ 24,900   

Aluminum

     5,229         13,072   

Copper

     1,384         3,460   

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, Europe, Trinidad and Australia. We periodically use derivative contracts to mitigate the risk of currency fluctuations.

Item 4. Controls and Procedures

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

 

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Changes in Internal Control Over Financial Reporting - There were no changes in our internal control over financial reporting during the quarter ended October 2, 2010 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the course of normal compliance evaluation in 2008 at our steel mill in Marion, Ohio, we discovered and self-disclosed to the Ohio Environmental Protection Agency (the “Ohio EPA”) that the facility had failed to properly permit modifications to its power supply. The Ohio EPA has since issued notices of violation for this incident and ancillary issues arising from it. Although the initial notice of violation indicated that the Ohio EPA had not decided whether to seek civil penalties, the Ohio EPA has subsequently informed us that a civil penalty will be assessed. We do not believe that the amount of the civil penalty will have a material adverse effect on our consolidated financial condition or results of operations.

Item 1A. Risk Factors

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

Item 6. Exhibits

 

Exhibit No.

  

Description of Exhibit

  10    Form of Stock Option Award Agreement
  12    Computation of Ratio of Earnings to Fixed Charges
  31    Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.1    Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32    Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32.1    Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101    Financial statements from the quarterly report on Form 10-Q of Nucor Corporation for the quarter ended October 2, 2010, filed on November 10, 2010, formatted in XBRL: (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows and (iv) the Notes to Condensed Consolidated Financial Statements

 

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SIGNATURES

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

 

NUCOR CORPORATION
By:  

/s/ James D. Frias

  James D. Frias
  Chief Financial Officer, Treasurer and Executive Vice President

Dated: November 10, 2010

 

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NUCOR CORPORATION

List of Exhibits to Form 10-Q – October 2, 2010

 

Exhibit No.

  

Description of Exhibit

  10    Form of Stock Option Award Agreement
  12    Computation of Ratio of Earnings to Fixed Charges
  31    Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  31.1    Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
  32    Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
  32.1    Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101    Financial statements from the quarterly report on Form 10-Q of Nucor Corporation for the quarter ended October 2, 2010, filed on November 10, 2010, formatted in XBRL: (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Balance Sheets, (iii) the Condensed Consolidated Statements of Cash Flows and (iv) the Notes to Condensed Consolidated Financial Statements

 

27

Form of Stock Option Amard Agreement

 

Exhibit 10

NOTICE OF GRANT

to

 

 

(“Grantee”)

by

NUCOR CORPORATION

of

 

 

Nonqualified Stock Options (“Options”)

each of which shall represent the right to purchase, when and as provided herein, one (1) share of Common Stock, par value $0.40, of Nucor Corporation at an Exercise Price of              per share of Common Stock.

This grant shall be subject in all respects to the provisions of the Nucor Corporation 2010 Stock Option and Award Plan and the terms and conditions set forth in the Nonqualified Stock Option Award Agreement attached hereto and incorporated herein by reference.

Unless vested earlier in accordance with Section 3 of the Nonqualified Stock Option Award Agreement, the Options shall become vested in and exercisable by the Grantee as follows, provided the Grantee has been continuously employed by the Company from the Grant Date until the date of vesting:

 

Percentage of Units Vested

 

Date of Vesting

100%   Third Anniversary of Grant Date

IN WITNESS WHEREOF, Nucor Corporation, acting by and through its duly authorized officer, has caused this Notice of Grant to be executed as of the Grant Date set forth below.

 

NUCOR CORPORATION
By:   LOGO
Name:   James D. Frias
Title:   Executive Vice President, Treasurer & CFO

 

Grant Date:  

 

 

Expiration Date:  

 

 

- 1 -


 

NUCOR CORPORATION

2010 Stock Option and Award Plan

Nonqualified Stock Option Award Agreement

THIS NONQUALIFIED STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) is made and entered into as of the          day of                                 , by and between Nucor Corporation, a Delaware corporation (the “Company”), and the individual (the “Grantee”) identified in the accompanying Notice of Grant of Nonqualified Stock Options (the “Notice”).

TERMS AND CONDITIONS

1. Grant of Options. The Company hereby grants to the Grantee, subject to the restrictions and the other terms and conditions set forth in the Nucor Corporation 2010 Stock Option and Award Plan (the “Plan”) and in this Award Agreement, the number of nonqualified stock options (the “Options”) set forth in the Notice, each of which shall represent the right to purchase, when and as provided herein, one (1) Common Share. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plan.

2. Date of Grant, Expiration Date and Exercise Price. The Date of Grant, Expiration Date and Exercise Price of the Options are specified in the Notice.

3. Vesting of Options. The Options shall vest in and be exercisable by the Grantee on the earliest to occur of the following:

(a) As of the Date of Vesting specified in the Notice; or

(b) A Change in Control of the Company.

In the event the Grantee’s employment with the Company terminates for any reason, any Options not vested pursuant to this Section shall lapse and be cancelled without further action by the Company.

The term “Change in Control” means and includes the occurrence of any one of the following events:

(i) individuals who, at the Grant Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director after the Grant Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest (as described in Rule 14a-11 under the Exchange Act (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as used in Section 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director;

(ii) any person becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Company Voting Securities”); provided, however, that the event described in this paragraph (ii) shall not be deemed to be a Change in Control of the Company by virtue of any of the following acquisitions: (A) an acquisition directly by or from the Company or any Subsidiary; (B) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (C) an acquisition by an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an acquisition pursuant to a Non-Qualifying Transaction (as defined in paragraph (iii)); or

 

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(iii) the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company that requires the approval of the Company’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets to an entity that is not an affiliate of the Company (a “Sale”), unless immediately following such Reorganization or Sale: (A) more than fifty percent (50%) of the total voting power of (x) the corporation resulting from such Reorganization or the corporation which as acquired all or substantially all of the assets of the Company (in either case, the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of one hundred percent (100%) of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by the Company Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which Company Voting Securities were converted pursuant to such Reorganization or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Reorganization or Sale, (B) no person (other than (x) the Company, (y) any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation, or (z) a person who immediately prior to the Reorganization or Sale was the beneficial owner of twenty-five percent (25%) or more of the outstanding Company Voting Securities) is the beneficial owner, directly or indirectly, of twenty-five percent (25%) or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation), and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Reorganization or Sale were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization or Sale.

4. Exercise of Options.

(a) General. The Grantee may exercise the Options for all (and not less than all) of the Common Shares subject to the Options at any time after the Options become vested and exercisable as prescribed in Section 3. Except to the extent otherwise provided in Section 5, once the Options have become vested and exercisable in accordance with the preceding sentence, the Options shall continue to be exercisable until the earlier of the termination of Grantee’s rights hereunder pursuant to Section 5, or until the Expiration Date.

(b) Method of Exercise and Payment for Shares. This Option shall be exercised by written or electronic notice, in a form prescribed by the Company, delivered to the Company or its designee by mail, overnight delivery service, in person or via other means authorized by the Company. Such notice shall be accompanied by either (i) irrevocable instructions to a broker-dealer to sell or margin a sufficient portion of the shares as to which the Options are to be exercised and to deliver the sale or margin loan proceeds directly to the Company to pay the Exercise Price or (ii) payment in full of the Exercise Price in cash or cash equivalent acceptable to the Committee. The Grantee’s right to exercise the Options shall be conditioned upon and subject to satisfaction, in a manner acceptable to the Company, of any withholding tax liability under any state or federal law arising in connection with exercise of the Options.

5. Exercise Period.

(a) Death, Disability or Early Retirement. In the event (i) the Grantee dies while employed by the Company or a Subsidiary or (ii) the Grantee’s employment with the Company or a Subsidiary is terminated due to the Grantee’s Disability or Early Retirement, the vested Options may be exercised by the Grantee, or, in the case of the Grantee’s death, by the Grantee’s estate, or the person or persons to whom the Grantee’s rights under the Options shall pass by will or the laws of descent and distribution,

 

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until the date that is twelve (12) months after the date of such termination of employment or during the remainder of the period preceding the Expiration Date, whichever is shorter.

(b) Normal Retirement. In the event the Grantee’s employment with the Company and its Subsidiaries is terminated due to the Grantee’s Normal Retirement, the vested Options may be exercised by the Grantee during the remainder of the period preceding the Expiration Date.

(c) Other Termination of Employment. In the event the Grantee’s employment with the Company and its Subsidiaries is terminated by the Company without Cause or by the Grantee’s resignation for any reason other than the Grantee’s death, Disability, Early Retirement or Normal Retirement, the vested Options may be exercised by the Grantee until the date that is three (3) months after the date of such termination of employment or during the remainder of the period preceding the Expiration Date, whichever is shorter.

(d) Termination for Cause. All of the Options (whether vested or unvested) shall immediately terminate on the date the Grantee’s employment with the Company and all Subsidiaries is terminated for Cause, and none of the Options shall be exercisable thereafter.

(e) Definitions. The following terms shall have the meanings set forth herein:

(i) “Cause” means “Cause” as defined in any employment agreement between the Grantee and the Company or, if there is no such employment agreement, (A) theft, fraud, dishonesty or gross and willful misconduct by the Grantee that is demonstrably and materially injurious to the Company, whether monetarily or otherwise, or (B) the Grantee’s failure to comply with the policies, standards, regulations or directives from Company’s Board of Directors as issued from time to time, which is not corrected within ten (10) days of notice by Company to Grantee regarding such alleged failure to comply.

(ii) “Early Retirement” means the voluntary termination of the Grantee’s employment with the approval of the Committee after the date the Grantee has attained age fifty-five (55) and completed ten (10) years of service.

(iii) “Normal Retirement” means the voluntary termination of the Grantee’s employment with the approval of the Committee after the date the Grantee has attained age sixty-three (63) and completed ten (10) years of service.

6. Limitation of Rights. The Options do not confer upon the Grantee, or the Grantee’s estate in the event of the Grantee’s death, any rights as a stockholder of the Company unless and until the Options are exercised and Common Shares are purchased by such person in respect of the Options. Nothing in this Award Agreement shall interfere with or limit in any way the right of the Company to terminate the Grantee’s service at any time, nor confer upon the Grantee any right to continue in the service of the Company.

7. Restrictions on Transfer and Pledge. No right or interest of the Grantee in the Options may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or a Subsidiary, or shall be subject to any lien, obligation, or liability of the Grantee to any other party other than the Company or a Subsidiary. The Options may not be assigned, pledged or otherwise transferred by the Grantee other than by will or the laws of descent and distribution. During the lifetime of the Grantee, the Options may be exercised or surrendered only by the Grantee.

8. Plan Controls. The terms contained in the Plan (including without limitation provisions regarding changes in capital structure of the Company) are incorporated into and made a part of this Award Agreement and this Award Agreement shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the provisions of the Plan and the provisions of this Award Agreement, the provisions of the Plan shall be controlling and determinative.

 

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9. Amendment. The Company may amend or terminate this Award Agreement without the consent of the Grantee; provided, however, that such amendment or termination shall not, without the Grantee’s consent, reduce or diminish the value of this award determined as if it had been fully vested on the date of such amendment or termination.

10. Successors. This Award Agreement shall be binding upon any successor of the Company, in accordance with the terms of this Award Agreement and the Plan.

11. Severability. If any one or more of the provisions contained in this Award Agreement are invalid, illegal or unenforceable, the other provisions of this Award Agreement will be construed and enforced as if the invalid, illegal or unenforceable provision had never been included.

12. Notice. Notices and communications under this Award Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to:

Nucor Corporation

1915 Rexford Road

Charlotte, North Carolina 28211

Attn: Corporate Secretary

or any other address designated by the Company in a written notice to the Grantee. Notices to the Grantee will be directed to the address of the Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.

13. Incorporation of Notice. The Notice is incorporated by reference and made a part of this Award Agreement.

14. Governing Law. This Agreement shall be construed, interpreted and governed and the legal relationships of the parties determined in accordance with the internal laws of the State of North Carolina without reference to rules relating to conflicts of law.

 

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Computation of Ratio of Earnings to Fixed Charges

 

Exhibit 12

Computation of Ratio of Earnings to Fixed Charges

 

     Year-ended December 31,     Nine Months
Ended
    Nine Months
Ended
 
                                   October 2,     October 3,  
     2005     2006     2007     2008     2009     2010     2009  
     (In thousands, except ratios)              

Earnings

              

Earnings/(loss) before income taxes and noncontrolling interests

   $ 2,137,733      $ 2,911,556      $ 2,546,816      $ 3,104,391      $ (413,978   $ 277,615        (503,988

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

     (476     17,690        24,618        36,920        82,341        31,481        69,431   

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

     36,571        40,351        55,381        146,360        168,317        119,395        127,571   

Plus: amortization of capitalized interest

     216        216        216        300        962        1,674        576   

Plus: distributed income of equity investees

     —          3,172        8,072        20,117        7,373        4,923        7,373   

Less: interest capitalized

     —          —          (3,700     (10,020     (16,390     (400     (13,740

Less: pre-tax earnings in noncontrolling interests in subsidiaries that have not incurred fixed charges

     (110,650     (219,121     (293,604     (314,277     (57,865     (52,620     (29,797
                                                        

Total earnings/(loss) before fixed charges

   $ 2,063,394      $ 2,753,864      $ 2,337,799      $ 2,983,791      $ (229,240   $ 382,068      $ (342,574
                                                        

Fixed charges

              

Interest cost and amortization of bond issuance and settled swaps

     36,571        40,351        55,052        144,845        166,313        118,123        126,068   

Estimated interest on rent expense

     —          —          329        1,515        2,004        1,272        1,503   
                                                        

Total Fixed Charges

     36,571        40,351        55,381        146,360        168,317        119,395        127,571   
                                                        

Ratio of earnings to fixed charges

     56.42        68.25        42.21        20.39        *        3.20        *   

 

* Earnings for the nine months ended October 3, 2009 and for the year ended December 31, 2009 were inadequate to cover fixed charges. The coverage deficiencies were $470,145 and $397,557 respectively.
Certification of Principal Executive Officer Pursuant to Section 302

 

Exhibit 31

Certification of Principal Executive Officer

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

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

I, Daniel R. DiMicco, certify that:

 

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

 

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

 

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

 

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

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

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

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

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

 

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

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

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

 

Date: November 10, 2010    

/s/ Daniel R. DiMicco

    Daniel R. DiMicco
    Chairman, President and
    Chief Executive Officer
Certification of Principal Financial Officer Pursuant to Section 302

 

Exhibit 31.1

Certification of Principal Financial Officer

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

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

I, James D. Frias, certify that:

 

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

 

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

 

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

 

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

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

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

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

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

 

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

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

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

 

Date: November 10, 2010    

/s/ James D. Frias

    James D. Frias
    Chief Financial Officer, Treasurer
    and Executive Vice President
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350

 

Exhibit 32

Certification of Principal Executive Officer

Pursuant to 18 U.S.C. 1350

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

I, Daniel R. DiMicco, Chairman, President and Chief Executive Officer (principal executive officer) of Nucor Corporation (the “Registrant”), certify, to the best of my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended October 2, 2010 of the Registrant (the “Report”), that:

 

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

 

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

 

/s/ Daniel R. DiMicco

Name:   Daniel R. DiMicco
Date:   November 10, 2010
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350

 

Exhibit 32.1

Certification of Principal Financial Officer

Pursuant to 18 U.S.C. 1350

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

I, James D. Frias, Chief Financial Officer, Treasurer and Executive Vice President (principal financial officer) of Nucor Corporation (the “Registrant”), certify, to the best of my knowledge, based upon a review of the Quarterly Report on Form 10-Q for the period ended October 2, 2010 of the Registrant (the “Report”), that:

 

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

 

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

 

/s/ James D. Frias

Name:   James D. Frias
Date:   November 10, 2010