UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
D.C. 20549
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FORM
10-Q
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
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THE
SECURITIES EXCHANGE ACT OF 1934
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For
quarterly period ended June
28, 2008
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Commission
file number 1-4119
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NUCOR
CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Delaware
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13-1860817
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(State
or other jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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1915
Rexford Road, Charlotte, North Carolina
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28211
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(Address
of principal executive offices)
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(Zip
Code)
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(704)
366-7000
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(Registrant's
telephone number, including area
code)
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Indicate
by check mark whether the registrant (1) has filed all reports required
to be
filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months
(or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject
to such filing requirements
for the past 90 days.
Yes
x No
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a
non-accelerated filer or a smaller reporting company. See definition of
" large
accelerated filer," "accelerated
filer" and "smaller reorting company" in Rule 12b-2 of the Exchange Act.
(Check
one):
Large
accelerated filer x
Accelerated
filer o Non-accelerated filer o
Smaller
reporting company o
Indicate
by check mark whether the registrant is a shell company (as defined in
Rule
12b-2 of the Exchange
Act).
Yes
o
No
x
316,576,391
shares of common stock were outstanding at June 28,
2008.
Nucor
Corporation
|
Form
10-Q
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June
28, 2008
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INDEX
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Page
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Part
I
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Financial
Information
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Item
1
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Financial
Statements (unaudited)
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Condensed
Consolidated Statements of Earnings - Six Months (26
Weeks)
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and
Three Months (13 Weeks) Ended June 28, 2008 and June 30,
2007
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3
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Condensed
Consolidated Balance Sheets - June 28, 2008 and
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December
31, 2007
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4
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Condensed
Consolidated Statements of Cash Flows - Six Months (26
Weeks)
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Ended
June 28, 2008 and June 30, 2007
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5
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Notes
to Condensed Consolidated Financial Statements
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6
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Item
2
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Management's
Discussion and Analysis of Financial Condition and
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Results
of Operations
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16
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Item
3
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Quantitative
and Qualitative Disclosures About Market Risk
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22
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Item
4
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Controls
and Procedures
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23
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Part
II
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Other
Information
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Item
1A
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Risk
Factors
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23
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Item
4
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Submission
of Matters to a Vote of Security Holders
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23
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Item
6
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Exhibits
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24
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Signatures
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24
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List
of Exhibits to Form 10-Q
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25
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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)
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Six
Months (26 Weeks) Ended
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Three
Months (13 Weeks) Ended
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June
28, 2008
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June
30, 2007
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June
28, 2008
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June
30, 2007
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Net
sales
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$
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12,064,868
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$
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7,936,995
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$
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7,090,599
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$
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4,168,110
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Costs,
expenses and other:
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Cost
of products sold
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9,951,247
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6,395,503
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5,879,655
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3,403,905
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Marketing,
administrative
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and
other expenses
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389,886
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285,135
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220,172
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148,925
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Interest
expense (income), net
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45,079
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(4,183
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)
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26,734
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4,979
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Minority
interests
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179,707
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138,159
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87,936
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77,587
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10,565,919
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6,814,614
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6,214,497
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3,635,396
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Earnings
before income taxes
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1,498,949
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1,122,381
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876,102
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532,714
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Provision
for income taxes
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508,441
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396,502
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295,348
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187,864
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Net
earnings
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$
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990,508
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$
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725,879
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$
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580,754
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$
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344,850
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Net
earnings per share:
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Basic
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$
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3.38
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$
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2.41
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$
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1.95
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$
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1.14
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Diluted
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$
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3.36
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$
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2.39
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$
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1.94
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$
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1.14
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Average
shares outstanding:
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Basic
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293,291
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301,168
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298,262
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301,302
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Diluted
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295,075
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303,406
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299,842
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303,330
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Dividends
declared per share
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$
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1.04
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$
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1.22
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$
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0.52
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$
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0.61
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See
notes to condensed consolidated financial
statements.
Nucor
Corporation Condensed Consolidated Balance Sheets
(Unaudited)
(In
thousands)
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June
28, 2008
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Dec.
31, 2007
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Assets
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Current
assets:
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Cash
and cash equivalents
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$
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2,791,880
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$
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1,393,943
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Short-term
investments
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-
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182,450
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Accounts
receivable, net
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2,611,590
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1,611,844
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Inventories
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2,498,018
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1,601,600
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Other
current assets
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282,269
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283,412
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Total
current assets
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8,183,757
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5,073,249
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Property,
plant and equipment, net
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3,829,472
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3,232,998
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Goodwill
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1,743,025
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847,887
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Other
intangible assets, net
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931,985
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469,936
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Other
assets
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304,217
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202,052
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Total
assets
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$
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14,992,456
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$
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9,826,122
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Liabilities
and stockholders' equity
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Current
liabilities:
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Short-term
debt
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$
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1,439
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$
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22,868
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Long-term
debt due within one year
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175,000
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-
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Accounts
payable
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1,826,777
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691,668
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Federal
income taxes payable
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45,019
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-
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Salaries,
wages and related accruals
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435,464
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436,352
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Accrued
expenses and other current liabilities
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485,011
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431,148
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Total
current liabilities
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2,968,710
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1,582,036
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Long-term
debt due after one year
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3,091,600
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2,250,300
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Deferred
credits and other liabilities
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702,757
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593,423
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Minority
interests
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315,368
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287,446
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Stockholders'
equity:
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Common
stock
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149,566
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149,302
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Additional
paid-in capital
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1,606,541
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256,406
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Retained
earnings
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7,294,978
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6,621,646
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Accumulated
other comprehensive income,
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net
of income taxes
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260,261
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163,362
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9,311,346
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7,190,716
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Treasury
stock
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(1,397,325
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)
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(2,077,799
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)
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Total
stockholders' equity
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7,914,021
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5,112,917
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Total
liabilities and stockholders' equity
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$
|
14,992,456
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$
|
9,826,122
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See
notes to condensed consolidated financial
statements.
Nucor
Corporation Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In
thousands)
|
|
Six
Months (26 Weeks) Ended
|
|
|
|
June
28, 2008
|
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June
30, 2007
|
|
Operating
activities:
|
|
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Net
earnings
|
|
$
|
990,508
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$
|
725,879
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Adjustments:
|
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|
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Depreciation
|
|
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231,232
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196,149
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Amortization
|
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|
32,066
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|
7,064
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Stock-based
compensation
|
|
|
31,148
|
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23,386
|
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Deferred
income taxes
|
|
|
(66,881
|
)
|
|
(52,976
|
)
|
Minority
interests
|
|
|
179,702
|
|
|
138,156
|
|
Settlement
of derivative hedges
|
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|
11,166
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(3,873
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)
|
Changes
in assets and liabilities (exclusive of
acquisitions):
|
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|
|
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Accounts
receivable
|
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|
(591,318
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)
|
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(196,132
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)
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Inventories
|
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(570,570
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)
|
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(144,500
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)
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Accounts
payable
|
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|
494,549
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|
|
203,970
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Federal
income taxes
|
|
|
123,517
|
|
|
5,462
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Salaries,
wages and related accurals
|
|
|
(14,505
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)
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(142,558
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)
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Other
|
|
|
(22,375
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)
|
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(22,463
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)
|
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Cash
provided by operating activities
|
|
|
828,239
|
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737,564
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Investing
activities:
|
|
|
|
|
|
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Capital
expenditures
|
|
|
(501,669
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)
|
|
(198,674
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)
|
Sale
of interest in affiliates
|
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|
-
|
|
|
29,500
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Investment
in affiliates
|
|
|
(27,903
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)
|
|
(15,040
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)
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Disposition
of plant and equipment
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|
6,551
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|
|
740
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Acquisitions
(net of cash acquired)
|
|
|
(1,591,817
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)
|
|
(1,083,616
|
)
|
Purchases
of investments
|
|
|
(209,605
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)
|
|
(276,945
|
)
|
Proceeds
from the sale of investments
|
|
|
392,055
|
|
|
1,336,713
|
|
Proceeds
from currency derivative contracts
|
|
|
1,441,862
|
|
|
517,241
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|
Settlement
of currency derivative contracts
|
|
|
(1,424,292
|
)
|
|
(511,394
|
)
|
|
|
|
|
|
|
|
|
Cash
used in investing activities
|
|
|
(1,914,818
|
)
|
|
(201,475
|
)
|
|
|
|
|
|
|
|
|
Financing
activities:
|
|
|
|
|
|
|
|
Net
change in short-term debt
|
|
|
(21,429
|
)
|
|
(64,231
|
)
|
Proceeds
from the issuance of long-term debt
|
|
|
989,715
|
|
|
-
|
|
Issuance
of common stock
|
|
|
1,994,565
|
|
|
9,895
|
|
Bond
issuance costs
|
|
|
(6,937
|
)
|
|
-
|
|
Excess
tax benefits from stock-based compensation
|
|
|
9,200
|
|
|
9,500
|
|
Distributions
to minority interests
|
|
|
(153,218
|
)
|
|
(149,857
|
)
|
Cash
dividends
|
|
|
(327,380
|
)
|
|
(365,836
|
)
|
Acquisition
of treasury stock
|
|
|
-
|
|
|
(136,755
|
)
|
|
|
|
|
|
|
|
|
Cash
provided by (used in) financing activities
|
|
|
2,484,516
|
|
|
(697,284
|
)
|
|
|
|
|
|
|
|
|
Increase
(decrease) in cash and cash equivalents
|
|
|
1,397,937
|
|
|
(161,195
|
)
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents - beginning of year
|
|
|
1,393,943
|
|
|
785,651
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents - end of six months
|
|
$
|
2,791,880
|
|
$
|
624,456
|
|
See
notes to condensed consolidated financial
statements.
Nucor
Corporation - Notes to Condensed Consolidated Financial Statements
(Unaudited)
1.
|
BASIS
OF INTERIM PRESENTATION: The information furnished in Item I reflects
all
adjustments which are, in the opinion of management, necessary to
a fair
statement of the results for the interim periods and are of a normal
and
recurring nature. The information furnished has not been audited;
however,
the December 31, 2007 condensed consolidated balance sheet data was
derived from audited financial statements but does not include all
disclosures required by accounting principles generally accepted
in the
United States of America. The condensed consolidated financial statements
should be read in conjunction with the consolidated financial statements
and the notes thereto included in Nucor’s annual report for the fiscal
year ended December 31, 2007. Certain amounts for the prior year
have been
reclassified to conform to the 2008
presentation.
|
2. |
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES: Inventories
Valuation
- Inventories are stated at the lower of cost or market. Inventories
valued using the last-in, first-out (LIFO) method of accounting represent
approximately 51% of total inventories as of June 28, 2008 (60% as
of
December 31, 2007). All inventories held by the parent company and
Nucor-Yamato Steel Company are valued using the LIFO method of accounting
except for supplies that are consumed indirectly in the production
process, which are valued using the FIFO method of accounting. All
inventories held by the parent company’s other subsidiaries are valued
using the FIFO method of
accounting.
|
Accounting
Pronouncements Recently Adopted
- Effective January 1, 2008, Nucor adopted FASB Statement No. 157, “Fair Value
Measurements” (“SFAS 157”), as it applies to financial assets and liabilities,
which defines fair value, establishes a framework for measuring fair value
and
expands disclosures. The adoption of SFAS 157 for financial assets and
liabilities did not have a material impact on our consolidated financial
statements. See Note 11 for additional information regarding the adoption of
this standard.
Recent
Accounting Pronouncements
- In December 2007, the FASB issued Statement No. 141 (revised 2007), “Business
Combinations” (“SFAS 141R”), and Statement No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an amendment of Accounting Research Bulletin
No. 51” (“SFAS 160”). SFAS 141R establishes principles and requirements for how
an acquirer recognizes and measures the identifiable assets acquired, the
liabilities assumed, any non-controlling interest in the acquiree and the
goodwill acquired. SFAS 160 outlines the accounting and reporting for ownership
interest in a subsidiary held by parties other than the parent. SFAS 141R and
SFAS 160 are effective for Nucor in 2009. Management is currently evaluating
the
impact of these statements.
In
March 2008, the FASB issued Statement No. 161, “Disclosures about Derivative
Instruments and Hedging Activities” (SFAS 161), which is effective for Nucor in
2009. SFAS 161 amends SFAS 133, “Accounting for Derivative Instruments and
Hedging Activities” and requires enhanced disclosures about a company’s
derivative and hedging activities. This standard is not expected to have a
material impact on Nucor’s consolidated financial
statements.
3. |
ACQUISITIONS:
On
February 29, 2008, Nucor completed the acquisition of the stock of
SHV
North America Corporation, which owns 100% of The David J. Joseph
Company
(“DJJ”) and related affiliates, for a purchase price of approximately
$1.44 billion. DJJ has been the broker of ferrous scrap for Nucor
since
1969. In addition to its scrap processing and brokerage operations,
DJJ
owns over 2,000 scrap-related railcars and provides complete fleet
management and logistics services to third
parties.
|
Since
scrap is Nucor’s largest single cost, the acquisition of DJJ provides an ideal
growth platform for Nucor to expand our direct ownership in the steel scrap
supply chain and further our raw materials strategy. The acquisition of DJJ’s
scrap processing assets provides a partial hedge to our steel mills against
scrap market volatility.
We
have preliminarily allocated the purchase price to the individual assets
acquired and liabilities assumed. Our valuations are subject to adjustment
as
additional information is obtained; however, these adjustments are not expected
to be material. The following table summarizes the estimated fair values of
the
assets acquired and liabilities assumed of DJJ as of the date of acquisition
(in
thousands):
Current
assets
|
|
$
|
758,748
|
|
Property,
plant and equipment
|
|
|
288,440
|
|
Goodwill
|
|
|
835,608
|
|
Other
intangible assets
|
|
|
449,167
|
|
Other
assets
|
|
|
6,211
|
|
Total
assets acquired
|
|
|
2,338,174
|
|
|
|
|
|
|
Current
liabilities
|
|
|
(695,520
|
)
|
Long-term
debt
|
|
|
(16,300
|
)
|
Deferred
credits and other liabilities
|
|
|
(182,747
|
)
|
Total
liabilities assumed
|
|
|
(894,567
|
)
|
|
|
|
|
|
Net
assets acquired
|
|
$
|
1,443,607
|
|
The
preliminary purchase price allocation to the identifiable intangible assets
is
as follows (in thousands, except years):
|
|
|
|
Weighted
- Average Life
|
|
Customer
relationships
|
|
$
|
389,200
|
|
|
20
years
|
|
Trade
names
|
|
|
56,200
|
|
|
20
years
|
|
Other
|
|
|
3,767
|
|
|
18
years
|
|
|
|
$
|
449,167
|
|
|
20
years
|
|
The
majority of the goodwill has been preliminarily allocated to the raw materials
segment (see
Note 6).
The
results of DJJ have been included in the consolidated financial statements
from
the date of acquisition. Unaudited pro forma operating results for Nucor,
assuming the acquisition of DJJ occurred at the beginning of each period are
as
follows (in thousands, except per share data):
|
|
Six
Months (26 Weeks) Ended
|
|
Three
Months (13 Weeks) Ended
|
|
|
|
June
28, 2008
|
|
June
30, 2007
|
|
June
28, 2008
|
|
June
30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
Net
sales
|
|
$
|
12,513,855
|
|
$
|
8,974,870
|
|
$
|
7,090,599
|
|
$
|
4,685,239
|
|
Net
earnings
|
|
|
1,002,269
|
|
|
751,939
|
|
|
580,754
|
|
|
356,389
|
|
Net
earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
3.42
|
|
$
|
2.50
|
|
$
|
1.95
|
|
$
|
1.18
|
|
Diluted
|
|
$
|
3.40
|
|
$
|
2.48
|
|
$
|
1.94
|
|
$
|
1.17
|
|
At
the beginning of the second quarter of 2008, Nucor acquired substantially all
the assets of Metal Recycling Services Inc. (“MRS”) for approximately $57.0
million. Based in Monroe, North Carolina, MRS, which will become part of DJJ,
operates a full-service processing facility and two feeder years. In April
2008,
DJJ acquired substantially all the assets of Galamba Metals Group, which will
operate under the Advantage Metals Recycling, LLC (“AMR”) name, for
approximately $112.6 million. AMR operates 16 full-service scrap processing
facilities in Kansas, Missouri and Arkansas. The cash purchase price of these
two acquisitions resulted in goodwill of approximately $54.8 million that has
been allocated to the raw materials segment. The purchase price also includes
approximately $48.5 million of identifiable intangibles, primarily customer
relationships that are being amortized over 20 years.
4.
|
INVENTORIES:
Inventories consist of approximately 56% raw materials and supplies
and
44% finished and semi-finished products at June 28, 2008 (43% and
57%,
respectively, at December 31, 2007). Nucor’s manufacturing process
consists of a continuous, vertically integrated process from which
products are sold to customers at various stages. Since most steel
products can be classified as either finished or semi-finished products,
these two categories of inventory are combined.
|
If
the first-in, first-out (FIFO) method of accounting had been used, inventories
would have been $864.5 million higher at June 28, 2008 ($581.5 million higher
at
December 31, 2007).
5.
|
PROPERTY,
PLANT AND EQUIPMENT:
Property, plant and equipment is recorded net of accumulated depreciation
of $4.14 billion at June 28, 2008 ($3.92 billion at December 31,
2007).
|
6.
|
GOODWILL
AND OTHER INTANGIBLE ASSETS: The change in the net carrying amount
of
goodwill for the six months ended June 28, 2008 by segment is as
follows
(in thousands):
|
|
|
Steel
Mills
|
|
Steel
Products
|
|
Raw
Materials
|
|
All
Other
|
|
Total
|
|
Balance
at December 31, 2007
|
|
$
|
2,007
|
|
$
|
786,491
|
|
$
|
-
|
|
$
|
59,389
|
|
$
|
847,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisitions
|
|
|
-
|
|
|
8,383
|
|
|
890,442
|
|
|
-
|
|
|
898,825
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase
price adjustments of previous
acquisitions
|
|
|
-
|
|
|
2,566
|
|
|
-
|
|
|
-
|
|
|
2,566
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Translation
|
|
|
-
|
|
|
(6,253
|
)
|
|
-
|
|
|
-
|
|
|
(6,253
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at June 28, 2008
|
|
$
|
2,007
|
|
$
|
791,187
|
|
$
|
890,442
|
|
$
|
59,389
|
|
$
|
1,743,025
|
|
Goodwill
resulting from the acquisition of DJJ accounts for almost all of the increase
in
goodwill in the first half of 2008 and is presented based upon Nucor’s
preliminary purchase price allocation. The majority of goodwill is not tax
deductible.
Intangible
assets with estimated lives of five to 22 years are amortized on a straight-line
or accelerated basis and are comprised of the following (in
thousands):
|
|
June
28, 2008
|
|
December
31, 2007
|
|
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Gross
Amount
|
|
Accumulated
Amortization
|
|
Customer
relationships
|
|
$
|
849,169
|
|
$
|
47,775
|
|
$
|
414,514
|
|
$
|
20,042
|
|
Trademarks
and trade names
|
|
|
115,125
|
|
|
4,202
|
|
|
59,431
|
|
|
1,746
|
|
Other
|
|
|
27,868
|
|
|
8,200
|
|
|
24,102
|
|
|
6,323
|
|
|
|
$
|
992,162
|
|
$
|
60,177
|
|
$
|
498,047
|
|
$
|
28,111
|
|
Intangible
asset amortization expense was $32.1 million and $7.1 million in the first
six
months of 2008 and 2007, respectively, and was $18.7 million and $5.1 million
in
the second quarter of 2008 and 2007, respectively. Annual amortization expense
is estimated to be $68.8 million in 2008; $70.4 million in 2009; $66.0 million
in 2010; $62.3 million in 2011; and $59.0 million in 2012.
7.
|
CURRENT
LIABILITIES: Book overdrafts, included in accounts payable in the
balance
sheet, were $248.3 million at June 28, 2008 (none at December 31,
2007).
Dividends payable, included in accrued expenses and other current
liabilities in the balance sheet, were $166.3 million at June 28,
2008
($176.5 million at December 31, 2007).
|
8.
|
DEBT
AND OTHER FINANCING ARRANGEMENTS: In June 2008, Nucor issued $1.00
billion
in debt in three tranches: $250 million 5% notes due 2013, $500 million
5.85% notes due 2018 and $250 million 6.4% notes due 2037. Net proceeds
of
the issuance were $982.8 million. Discount and issuance costs of
$17.2
million have been capitalized related to this debt and are amortized
over
the respective lives of the notes.
|
During
the first six months of 2008, Nucor issued and repaid $800 million of commercial
paper, which had maturities up to 90 days.
In
June 2008, Nucor received increased commitments under its existing five-year
unsecured revolving credit facility to provide for up to $1.3 billion in
revolving loans. The multi-year revolving credit agreement matures in November
2012 and was amended in June to allow up to $200 million in additional
commitments at Nucor’s election in accordance with the terms set forth in the
credit agreement. No borrowings were outstanding under the credit facility
as of
June 28, 2008.
9.
|
CAPITAL
STOCK: In May 2008, Nucor completed a public offering of 27,667,580
common
shares at an offering price of $74.00 per share. Net proceeds of
the
offering were approximately $1.99 billion, after deducting underwriting
discounts and commissions and offering
expenses.
|
10.
|
DERIVATIVES:
Nucor uses derivative financial instruments from time-to-time primarily
to
partially manage its exposure to price risk related to natural gas
purchases used in the production process as well as copper and aluminum
purchased for resale to its customers. In addition, Nucor uses derivatives
from time-to-time to partially manage its exposure to changes in
interest
rates on outstanding debt instruments and uses forward foreign exchange
contracts to hedge cash flows associated with certain assets and
liabilities, firm commitments and anticipated
transactions.
|
Nucor
recognizes all derivative instruments in the condensed consolidated balance
sheets at fair value. Any resulting changes in fair value would be recorded
as
adjustments to other comprehensive income (loss), net of tax, or recognized
in
net earnings, as appropriate.
In
the first half of 2008, the Company entered into a series of forward foreign
currency contracts in order to mitigate the risk of currency fluctuation on
the
anticipated joint venture with the Duferco Group. These contracts had a notional
value of €423.5
million
and matured in the second quarter of 2008 resulting in gains of $17.6 million.
There were no outstanding forward foreign currency contracts at June 28,
2008.
Of
the total $153.6 million fair value of commodity contracts at June 28, 2008,
$82.3 million is recorded in other current assets, $75.2 million is recorded
in
other assets and $3.9 million is recorded in accrued expenses and other current
liabilities. Of the total $6.1 million fair value of commodity contracts at
December 31, 2007, $10.5 million is included in other assets and $4.4 million
is
recorded in accrued expenses and other current
liabilities.
11.
|
FAIR
VALUE MEASUREMENTS: Effective January 1, 2008, Nucor adopted SFAS
157 as
described in Note 2. SFAS 157 is effective for Nucor in 2008 for
financial
assets and liabilities and effective for non-financial assets and
liabilities in 2009. The implementation of SFAS 157 for financial
assets
and liabilities did not have a material impact on our consolidated
financial statements. Management has not yet determined the impact
from
the adoption of SFAS 157 as it pertains to non-financial assets and
liabilities.
|
The
following table summarizes information regarding Nucor’s financial assets and
financial liabilities that are measured at fair value as of June 28, 2008 (in
thousands):
|
|
|
|
Fair
Value Measurements at Reporting Date Using
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted
Prices
|
|
|
|
|
|
|
|
|
|
in
Active
|
|
Significant
|
|
|
|
|
|
Carrying
|
|
Markets
for
|
|
Other
|
|
Significant
|
|
|
|
Amount
in
|
|
Identical
|
|
Observable
|
|
Unobservable
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
Description
|
|
Balance
Sheet
|
|
(Level
1)
|
|
(Level
2)
|
|
(Level
3)
|
|
|
|
|
|
|
|
|
|
|
|
Cash
equivalents
|
|
$
|
1,688,772
|
|
$
|
1,688,772
|
|
$
|
-
|
|
$
|
-
|
|
Derivatives
|
|
|
152,577
|
|
|
-
|
|
|
152,577
|
|
|
-
|
|
|
|
$
|
1,841,349
|
|
$
|
1,688,772
|
|
$
|
152,577
|
|
$
|
-
|
|
Nucor
uses derivatives from time to time to mitigate the effect of natural gas cost
fluctuations, foreign currency fluctuations, interest rate movements, and price
fluctuations of aluminum and copper purchased for resale to its customers.
Fair
value measurements for Nucor’s cash equivalents 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, spot and future commodity prices and spot and
future exchange rates.
12. |
CONTINGENCIES:
Nucor is subject to environmental laws and regulations established
by
federal, state and local authorities and makes provision for the
estimated
costs related to compliance. Of the undiscounted total of $29.7 million
of
accrued environmental costs at June 28, 2008 ($19.9 million at December
31, 2007), $10.7
million was classified in accrued expenses and other current liabilities
($16.6 million at December 31, 2007) and $19.0 million was classified
in
deferred credits and other liabilities ($3.3 million at December
31,
2007).
|
Other
contingent liabilities with respect to product warranties, legal proceedings
and
other matters arise in the normal course of business. In the opinion of
management, no such matters exist which would have a material effect on the
consolidated financial statements.
13. |
STOCK-BASED
COMPENSATION: Stock
Options -
A summary of activity under Nucor’s stock option plans for the six months
ended June 28, 2008 is as follows (in thousands, except year and
per share
amounts):
|
|
|
|
|
Weighted
-
|
|
Weighted
-
|
|
|
|
|
|
|
|
Average
|
|
Average
|
|
Aggregate
|
|
|
|
|
|
Exercise
|
|
Remaining
|
|
Intrinsic
|
|
|
|
Shares
|
|
Price
|
|
Contractual
Life
|
|
Value
|
|
Number
of shares under option:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding
at beginning of year
|
|
|
1,852
|
|
$
|
20.37
|
|
|
|
|
|
|
|
Exercised
|
|
|
(421
|
)
|
|
20.51
|
|
|
|
|
$
|
20,930
|
|
Canceled
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
Outstanding
at June 28, 2008
|
|
|
1,431
|
|
$
|
20.33
|
|
|
2.8
Years
|
|
$
|
78,027
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options
exercisable at June 28, 2008
|
|
|
1,431
|
|
$
|
20.33
|
|
|
2.8
Years
|
|
$
|
78,027
|
|
As
of March 1, 2006 all outstanding options were vested; therefore, no compensation
expense related to stock options was recorded in the first six months of 2008
or
2007. The amount of cash received from the exercise of stock options totaled
$8.6 million and $2.5 million in the first half and second quarter of 2008,
respectively.
Restricted
Stock Awards
- Nucor’s Senior Officers Annual Incentive Plan (the “AIP”) and Long-Term
Incentive Plan (the “LTIP”) authorize the award of shares of common stock to
officers subject to certain conditions and restrictions. The LTIP provides
for
the award of shares of restricted common stock at the end of each LTIP
performance measurement period at no cost to officers if certain financial
performance goals are met during the period. One-third of the LTIP restricted
stock award vests upon each of the first three anniversaries of the award date
or, if earlier, upon the officer’s attainment of age fifty-five while employed
by Nucor. Although participants are entitled to cash dividends and may vote
such
awarded shares, the sale or transfer of such shares is limited during the
restricted period.
The
AIP provides for the payment of annual cash incentive awards. An AIP participant
may elect, however, to defer payment of up to one-half of an annual incentive
award. In such event, the deferred AIP award is converted into common stock
units and credited with a deferral incentive, in the form of additional common
stock units, equal to 25% of the number of common stock units attributable
to
the deferred AIP award. Common stock units attributable to deferred AIP awards
are fully vested. Common stock units credited as a deferral incentive vest
upon
the AIP participant’s attainment of age fifty-five while employed by Nucor.
Vested common stock units are paid to AIP participants in the form of shares
of
common stock following their termination of employment with
Nucor.
A
summary of Nucor’s restricted stock activity under the AIP and LTIP for the
first six months of 2008 is as follows (shares in
thousands):
|
|
|
|
Grant
Date
|
|
|
|
Shares
|
|
Fair
Value
|
|
Restricted
stock awards and units:
|
|
|
|
|
|
|
|
Unvested
at beginning of year
|
|
|
479
|
|
$
|
51.93
|
|
Granted
|
|
|
280
|
|
|
67.33
|
|
Vested
|
|
|
(379
|
)
|
|
53.85
|
|
Canceled
|
|
|
-
|
|
|
-
|
|
Unvested
at June 28, 2008
|
|
|
380
|
|
$
|
61.37
|
|
|
|
|
|
|
|
|
|
Shares
reserved for future grants
|
|
|
1,987
|
|
|
|
|
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
$9.4 million and $9.0 million in the first half of 2008 and 2007, respectively,
and was $5.1 million and $4.0 million in the second quarter of 2008 and 2007,
respectively. At June 28, 2008, unrecognized compensation expense related to
unvested restricted stock was $6.6 million, which is expected to be recognized
over a weighted-average period of 1.8 years.
Restricted
Stock Units:
Nucor annually grants restricted stock units (“RSUs”) to key employees, officers
and non-employee directors. The RSUs typically vest and are converted to common
stock in three equal installments on each of the first three anniversaries
of
the grant date. A portion of the RSUs
awarded to senior officers vest upon the officer’s retirement. Retirement, for
purposes of vesting in these units only, means termination of employment with
approval of the Compensation and Executive Development Committee after
satisfying age and years of service requirements. RSUs granted to non-employee
directors are fully vested on the grant date and are payable to the non-employee
director in the form of common stock after the termination of the director’s
service on the board of directors.
RSUs
granted to employees who are eligible for retirement on the date of grant or
will become retirement-eligible prior to the end of the vesting term are
expensed over the period through which the employee will become
retirement-eligible since the awards vest upon retirement from the Company.
Compensation expense for RSUs granted to employees who are not
retirement-eligible is recognized on a straight-line basis over the vesting
period. Cash dividend equivalents are paid to participants each quarter.
Dividend equivalents paid on units expected to vest are recognized as a
reduction
in retained earnings.
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 six months of 2008 is as follows (shares in
thousands):
|
|
|
|
Grant
Date
|
|
|
|
Shares
|
|
Fair
Value
|
|
Restricted
stock awards and units:
|
|
|
|
|
|
|
|
Unvested
at beginning of year
|
|
|
918
|
|
$
|
60.82
|
|
Granted
|
|
|
679
|
|
|
74.80
|
|
Vested
|
|
|
(439
|
)
|
|
64.39
|
|
Canceled
|
|
|
(3
|
)
|
|
60.67
|
|
Unvested
at June 28, 2008
|
|
|
1,155
|
|
$
|
67.68
|
|
|
|
|
|
|
|
|
|
Shares
reserved for future grants
|
|
|
17,007
|
|
|
|
|
Compensation
expense for RSUs was $21.7
million and $14.4 million in the first half of 2008 and 2007, respectively,
and
was $16.4 million and $11.8 million in the second quarter of 2008 and 2007,
respectively. As of June 28, 2008, there was $68.9 million of total unrecognized
compensation cost related to nonvested RSUs, which is expected to be recognized
over a weighted-average period of 2.1 years.
14. |
EMPLOYEE
BENEFIT PLAN: Nucor has a Profit Sharing and Retirement Savings Plan
for
qualified employees. Nucor’s expense for these benefits was $156.1 million
and $117.0 million in the first half of 2008 and 2007, respectively,
and
was $88.3 million and $54.3 million in the second quarter of 2008
and
2007, respectively.
|
15. |
INTEREST
EXPENSE (INCOME): The components of net interest (income) expense
are as
follows (in thousands):
|
|
|
Six
Months (26 Weeks) Ended
|
|
Three
Months (13 Weeks) Ended
|
|
|
|
June
28, 2008
|
|
June
30, 2007
|
|
June
28, 2008
|
|
June
30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
$
|
64,072
|
|
$
|
26,243
|
|
$
|
34,288
|
|
$
|
15,701
|
|
Interest
income
|
|
|
(18,993
|
)
|
|
(30,426
|
)
|
|
(7,554
|
)
|
|
(10,722
|
)
|
Interest
expense (income), net
|
|
$
|
45,079
|
|
$
|
(4,183
|
)
|
$
|
26,734
|
|
$
|
4,979
|
|
16. |
INCOME
TAXES: The Internal Revenue Service (“IRS”) is currently examining Nucor’s
2005 and 2006 federal income tax returns. Management believes that
the Company has adequately provided for any adjustments that may
arise
from this audit. Nucor has substantially concluded U.S. federal
income tax matters for years through 2004. The 2007 tax year is open
to examination by the IRS. The tax years 2003 through 2007 remain
open to examination by other major taxing jurisdictions to which
Nucor is
subject.
|
17. |
COMPREHENSIVE
INCOME: The components of total comprehensive income are as follows
(in
thousands):
|
|
|
Six
Months (26 Weeks) Ended
|
|
Three
Months (13 Weeks) Ended
|
|
|
|
June
28, 2008
|
|
June
30, 2007
|
|
June
28, 2008
|
|
June
30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
Net
earnings
|
|
$
|
990,508
|
|
$
|
725,879
|
|
$
|
580,754
|
|
$
|
344,850
|
|
Net
unrealized gain (loss) on hedging derivatives, net of income
taxes
|
|
|
102,796
|
|
|
5,216
|
|
|
67,040
|
|
|
(6,700
|
)
|
Reclassification
adjustment for (gain) loss on settlement of hedging derivatives
included
in net income, net of income taxes
|
|
|
(7,066
|
)
|
|
2,484
|
|
|
(7,249
|
)
|
|
1,500
|
|
Foreign
currency translation gain, net of income
taxes
|
|
|
1,170
|
|
|
31,502
|
|
|
13,975
|
|
|
29,016
|
|
Other
|
|
|
-
|
|
|
3,208
|
|
|
-
|
|
|
-
|
|
Total
comprehensive income
|
|
$
|
1,087,408
|
|
$
|
768,289
|
|
$
|
654,520
|
|
$
|
368,666
|
|
18. |
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. The steel products
segment includes steel joists and joist girders, steel deck, fabricated
concrete reinforcing steel, cold finish steel, steel fasteners, metal
building systems, light gauge steel framing, steel grating and expanded
metal, and wire and wire mesh. The raw materials segment includes
DJJ, the
scrap broker and processor that Nucor acquired on February 29, 2008;
Nu-Iron Unlimited, a facility that produces direct reduced iron used
by
the steel mills; and certain equity method investments. The “All other”
category primarily includes Novosteel S.A., a steel trading business
of
which Nucor owns 75%. The segments are consistent with the way Nucor
manages its business, which is primarily based upon the similarity
of the
types of products produced and sold by each
segment.
|
Interest
expense, minority interests, other income, profit sharing expense and changes
in
the LIFO reserve and environmental accruals are shown under
Corporate/eliminations. Corporate assets primarily include cash and cash
equivalents, short-term investments, deferred income tax assets and investments
in affiliates.
The
company’s results by segment were as follows (in
thousands):
|
|
Six
Months (26 Weeks) Ended
|
|
Three
Months (13 Weeks) Ended
|
|
|
|
June
28, 2008
|
|
June
30, 2007
|
|
June
28, 2008
|
|
June
30, 2007
|
|
Net
sales to external customers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steel
mills
|
|
$
|
8,652,590
|
|
$
|
6,609,410
|
|
$
|
4,893,137
|
|
$
|
3,336,156
|
|
Steel
products
|
|
|
2,004,778
|
|
|
1,232,791
|
|
|
1,119,271
|
|
|
748,759
|
|
Raw
materials
|
|
|
1,162,258
|
|
|
-
|
|
|
927,029
|
|
|
-
|
|
All
other
|
|
|
245,242
|
|
|
94,794
|
|
|
151,162
|
|
|
83,195
|
|
|
|
$
|
12,064,868
|
|
$
|
7,936,995
|
|
$
|
7,090,599
|
|
$
|
4,168,110
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intercompany
sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steel
mills
|
|
|
1,062,744
|
|
$
|
575,766
|
|
$
|
576,189
|
|
$
|
320,614
|
|
Steel
products
|
|
|
20,971
|
|
|
14,985
|
|
|
12,673
|
|
|
8,783
|
|
Raw
materials
|
|
|
3,670,566
|
|
|
139,750
|
|
|
3,002,239
|
|
|
76,943
|
|
All
other
|
|
|
2,191
|
|
|
11,336
|
|
|
1,849
|
|
|
11,055
|
|
Corporate/eliminations
|
|
|
(4,756,472
|
)
|
|
(741,837
|
)
|
|
(3,592,950
|
)
|
|
(417,395
|
)
|
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
before income taxes:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steel
mills
|
|
$
|
1,839,866
|
|
$
|
1,402,794
|
|
$
|
1,040,582
|
|
$
|
667,465
|
|
Steel
products
|
|
|
150,449
|
|
|
120,748
|
|
|
100,263
|
|
|
71,223
|
|
Raw
materials
|
|
|
132,200
|
|
|
(11,379
|
)
|
|
115,624
|
|
|
(12,949
|
)
|
All
other
|
|
|
20,216
|
|
|
2,104
|
|
|
17,448
|
|
|
1,923
|
|
Corporate/eliminations
|
|
|
(643,782
|
)
|
|
(391,886
|
)
|
|
(397,815
|
)
|
|
(194,948
|
)
|
|
|
$
|
1,498,949
|
|
$
|
1,122,381
|
|
$
|
876,102
|
|
$
|
532,714
|
|
|
|
June
28, 2008
|
|
Dec.
31, 2007
|
|
Segment
assets:
|
|
|
|
|
|
|
|
Steel
mills
|
|
$
|
6,264,380
|
|
$
|
5,134,277
|
|
Steel
products
|
|
|
3,219,514
|
|
|
2,938,964
|
|
Raw
materials
|
|
|
3,548,611
|
|
|
465,105
|
|
All
other
|
|
|
187,547
|
|
|
182,840
|
|
Corporate/eliminations
|
|
|
1,772,404
|
|
|
1,104,936
|
|
|
|
$
|
14,992,456
|
|
$
|
9,826,122
|
|
19. |
EARNINGS
PER SHARE: The computations of basic and diluted net earnings per
share
are as follows (in thousands, except per share
amounts):
|
|
|
Six
Months (26 Weeks) Ended
|
|
Three
Months (13 Weeks) Ended
|
|
|
|
June
28, 2008
|
|
June
30, 2007
|
|
June
28, 2008
|
|
June
30, 2007
|
|
Basic
net earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
net earnings
|
|
$
|
990,508
|
|
$
|
725,879
|
|
$
|
580,754
|
|
$
|
344,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average
shares outstanding
|
|
|
293,291
|
|
|
301,168
|
|
|
298,262
|
|
|
301,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
net earnings per share
|
|
$
|
3.38
|
|
$
|
2.41
|
|
$
|
1.95
|
|
$
|
1.14
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
net earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
net earnings
|
|
$
|
990,508
|
|
$
|
725,879
|
|
$
|
580,754
|
|
$
|
344,850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
shares outstanding
|
|
|
293,291
|
|
|
301,168
|
|
|
298,262
|
|
|
301,302
|
|
Dilutive
effect of stock options
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
other
|
|
|
1,784
|
|
|
2,238
|
|
|
1,580
|
|
|
2,028
|
|
|
|
|
295,075
|
|
|
303,406
|
|
|
299,842
|
|
|
303,330
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
net earnings per share
|
|
$
|
3.36
|
|
$
|
2.39
|
|
$
|
1.94
|
|
$
|
1.14
|
|
20. |
SUBSEQUENT
EVENT: In July 2008, Nucor completed the acquisition of 50% of the
stock
of Duferdofin - Nucor S.r.l., for the purchase price of €423.5 million
(approximately $658 million). The company will operate from its current
headquarters in San Zeno, Italy. Duferdofin - Nucor S.r.l. operates
a
steel melting and bloom/billet caster in San Zeno as well as rolling
mills
in Pallanzeno and Giammoro. This joint venture increases Nucor’s
international presence and enables the Company to serve the growing
markets for structural shapes in Southern Europe and North Africa.
|
Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations
Certain
statements made in this quarterly report are forward-looking statements that
involve risks and uncertainties. These forward-looking statements reflect the
Company’s best judgment based on current information, and although we base these
statements on circumstances that we believe to be reasonable when made, there
can be no assurance that future events will not affect the accuracy of such
forward-looking information. As such, the forward-looking statements are not
guarantees of future performance, and actual results may vary materially from
the results and expectations discussed in this report. Factors that might cause
the Company’s actual results to differ materially from those anticipated in
forward-looking statements include, but are not limited to: (1) the sensitivity
of the results of our operations to volatility in steel prices and changes
in
the supply and cost of raw materials, including scrap steel; (2) availability
and cost of electricity and natural gas; (3) market demand for steel products,
which, in the case of many of our products, is driven by the level of
non-residential construction activity in the U.S.; (4) competitive pressure
on
sales and pricing, including pressure from imports and substitute materials;
(5)
uncertainties surrounding the global economy, including excess world capacity
for steel production and fluctuations in currency conversion rates; (6) U.S.
and
foreign trade policy affecting steel imports or exports; (7) significant changes
in government regulations affecting environmental compliance; (8) the cyclical
nature of the steel industry; (9) capital investments and their impact on our
performance; and (10) our safety performance.
The
following discussion should be read in conjunction with the unaudited condensed
consolidated financial statements included elsewhere in this report, as well
as
the audited consolidated financial statements and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” contained in Nucor’s
Annual Report on Form 10-K for the year ended December 31,
2007.
Overview
Nucor
and affiliates are manufacturers of steel products, with operating facilities
primarily in the U.S. and Canada. The
steel mills segment produces carbon and alloy steel in bars, beams, sheet and
plate. The steel products segment produces steel joists and joist girders;
steel
deck; fabricated concrete reinforcing steel; cold finished steel; steel
fasteners; metal building systems; light gauge steel framing; steel grating
and
expanded metal; and wire and wire mesh. The raw materials segment produces
direct reduced iron used by the steel mills; brokers ferrous and nonferrous
metals, pig iron and HBI/DRI; supplies ferro-alloys; and processes ferrous
and
nonferrous scrap. Nucor
is North America's largest recycler.
In
February 2008, Nucor completed its acquisition of the stock of SHV North America
Corporation, which owns 100% of The David J. Joseph Company and related
affiliates, for a purchase price of approximately $1.44 billion. DJJ now
operates as a wholly owned subsidiary of Nucor Corporation and is headquartered
in Cincinnati, Ohio. The
principal activities of
DJJ, which has been the broker of ferrous scrap to Nucor since 1969, include
the
operation of scrap recycling facilities (processing); brokerage services for
scrap, ferro-alloys, pig iron and scrap substitutes; mill and industrial
services; and rail and logistics services. DJJ has been included in Nucor’s raw
materials segment.
Since
scrap is Nucor’s largest single cost, the acquisition of DJJ provides an ideal
growth platform for Nucor to expand our direct ownership in the steel scrap
supply chain and further our raw materials strategy. In the second quarter
of
2008, Nucor acquired substantially all the assets of Metal Recycling Services
Inc. (“MRS”) for approximately $57.0 million. Based in Monroe, North Carolina,
MRS, which is managed by DJJ, operates a full-service processing facility and
two feeder yards. In April 2008, DJJ acquired substantially all the assets
of
Galamba Metals Group, which will operate under the Advantage Metals Recycling,
LLC (“AMR”) name, for approximately $112.6 million. AMR operates 16 full-service
scrap processing facilities in Kansas, Missouri and Arkansas. The acquisition
of
these scrap processing assets provide a partial hedge to our steel mills against
scrap market volatility.
Steel
production was 11,874,000 tons in the first half of 2008, compared with
11,103,000 tons produced in the first half of 2007, an increase of 7%. Total
steel shipments increased
9% to 12,068,000
tons in the first half of 2008, compared with 11,067,000
tons in last year’s first half. Steel sales to outside customers increased 5% to
10,597,000 tons in the first half of 2008, compared with 10,119,000 tons in
last
year’s first half. In March 2007 Nucor acquired a large customer, Harris Steel
Group Inc. (“Harris”), causing a shift from outside sales tons to inside sales
tons. If Nucor continues to acquire downstream businesses, the percentage of
our
steel production sold to inside customers may continue to
increase.
In
the steel products segment, steel joist production during the first half of
2008
was 272,000 tons, compared with 265,000 tons in the first half of 2007, an
increase of 3%. Steel deck sales were 255,000 tons in the first half of 2008,
compared with 232,000 tons in last year's first half, an increase of 10%. Cold
finished steel sales increased 35% to 279,000 tons in the first half of 2008,
compared with 206,000 tons in the first half of 2007. Sales of fabricated
concrete reinforcing steel increased from 204,000 in the first half of 2007
to
411,000 tons in the first half of 2008.
The
average utilization rates of all operating facilities in the steel mills, steel
products and raw materials segments were approximately 94%, 75% and 87%,
respectively, in the first half of 2008, compared with 88%, 77% and 76%,
respectively, in the first half of 2007.
Results
of Operations
Net
Sales Net
sales to external customers by segment for the first six months and second
quarter of 2008 and 2007 were as follows:
|
|
Six
Months (26 Weeks) Ended
|
|
Three
Months (13 Weeks) Ended
|
|
|
|
June
28, 2008
|
|
June
30, 2007
|
|
%
Change
|
|
June
28, 2008
|
|
June
30, 2007
|
|
%
Change
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steel
mills
|
|
$
|
8,652,590
|
|
$
|
6,609,410
|
|
|
31%
|
|
$
|
4,893,137
|
|
$
|
3,336,156
|
|
|
47%
|
|
Steel
products
|
|
|
2,004,778
|
|
|
1,232,791
|
|
|
63%
|
|
|
1,119,271
|
|
|
748,759
|
|
|
49%
|
|
Raw
materials
|
|
|
1,162,258
|
|
|
-
|
|
|
-
|
|
|
927,029
|
|
|
-
|
|
|
-
|
|
All
other
|
|
|
245,242
|
|
|
94,794
|
|
|
159%
|
|
|
151,162
|
|
|
83,195
|
|
|
82%
|
|
Net
sales
|
|
$
|
12,064,868
|
|
$
|
7,936,995
|
|
|
52%
|
|
$
|
7,090,599
|
|
$
|
4,168,110
|
|
|
70%
|
|
Net
sales for the first half of 2008 increased 52% from last year’s first half due
to a 21% increase in average sales price per ton from $704 in the first half
of
2007 to $850 in the first half of 2008 and a 26% increase in total tons shipped
to outside customers.
The
31% increase in sales for the first six months of 2008 in the steel mills
segment was primarily attributable to the $164 per ton (25%) increase in average
realized prices from the same period last year. In addition, steel sales to
outside customers increased 5% from the first half of 2007 to the first half
of
2008.
The
63% increase in the steel products segment’s sales for the first half of the
year resulted primarily from an increase of approximately 45% in shipments.
The
higher volume of shipments is mainly attributable to the acquisition of Harris
in March 2007 and Magnatrax Corporation in August 2007. Subsequent to its
acquisition by Nucor, Harris has continued to grow its rebar fabrication
business by acquiring other rebar fabrication companies, which also contributed
to the rise in shipments. The increased sales for this segment were also due
to
a 13% increase in average sales price per ton.
In
the raw materials segment, approximately 76% of outside sales in the first
half
of 2008 were from the brokerage operations of DJJ and approximately 22% of
the
outside sales were from the scrap processing facilities. Prior to the
acquisition of DJJ, there were no outside sales of raw materials.
The
“All other” category includes Novosteel S. A., a steel trading business of which
Nucor, through Harris, owns 75%. The 159% increase in sales for the first six
months of 2008 over 2007 is due to Nucor owning the interest in Novosteel for
six months in 2008 compared to approximately three months in 2007, combined
with
an increased sales price per ton.
Net
sales for the second quarter of 2008 increased 70% from the second quarter
of
2007. Average sales price per ton increased 24% from $742 in the second quarter
of 2007 to $917 in the second quarter of 2008, while total tons shipped to
outside customers increased 38% over the same period last year. Net sales
increased 43% from the first quarter of this year due to a 19% increase in
average sales price per ton over the first quarter of 2008 and a 20% increase
in
total tons shipped to outside customers.
Net
sales for the steel mills segment increased 47% over the second quarter of
2007
due to the $225 (33%) increase in the average sales price per ton. Steel sales
to outside customers also increased 10% from 4,890,000 tons in the second
quarter of 2007 to 5,394,000 tons in the second quarter of
2008.
The
49% increase in the steel products segment’s sales for the second quarter was
due to a 30% increase in shipments, primarily attributable to acquisitions,
as
well as a 15% increase in the average sales price per ton.
In
the second quarter of 2008, approximately 78% of outside sales in the raw
materials segment were from the brokerage operations of DJJ and approximately
21% of the outside sales were from the scrap processing
facilities.
Gross
Margins
For the first half of 2008, Nucor recorded gross margins of $2.11 billion (18%),
compared to $1.54 billion (19%) in the first half of 2007. The year-over-year
dollar increase was the result of increased average sales price per ton for
most
products, the 5% increase in steel shipments to outside customers and the
significant acquisitions made by Nucor in the last 18 months. The decrease
in
our gross margin percentage was due principally to the following
factors:
|
·
|
The
cost of raw materials, including scrap and energy, continued to escalate.
In the steel mills segment, the average price of raw materials used
increased approximately 43% from the first half of 2007 to the first
half
of 2008, primarily due to the increased cost of scrap, our main raw
material. The average scrap and scrap substitute cost per ton used
in the
first half of 2008 was $396, an increase of 44% compared with $275
in the
first half of 2007. Energy costs increased $5 per ton over the prior
year
period. In the steel products segment, the average price of raw materials
used increased approximately 17% from the first half of 2007 to the
first
half of 2008.
|
|
·
|
As
a result of these increased raw material and energy costs, Nucor
incurred
a record LIFO charge of $283.0 million in the first half of 2008,
compared
with a charge of $91.0 million in the first half of 2007. (LIFO charges
for interim periods are based on management’s estimates of both inventory
prices and quantities at year-end. The actual amounts will likely
differ
from these estimated amounts, and such differences may be
significant.)
|
|
·
|
DJJ’s
business of collecting and processing ferrous and non-ferrous materials
for resale typically operates at lower margins than Nucor has historically
experienced as a manufacturer of steel and steel
products.
|
|
·
|
Pre-operating
and start-up costs of new facilities increased from $25.0 million
in the
first half of 2007 to $45.0 million in the first half of 2008. In
2008 and
2007, these costs primarily related to the HIsmelt project in Kwinana,
Australia, the construction of the SBQ mill in Memphis, Tennessee,
the
start-up of our building systems facility in Brigham City, Utah and
the
Castrip®
project in Blytheville,
Arkansas.
|
For
the second quarter of 2008, Nucor recorded gross margins of $1.21 billion (17%),
compared to $764.2 million (18%) in the second quarter of 2007. The
year-over-year dollar increase was the result of increased average sales price
per ton for most products, the 10% increase in steel shipments to outside
customers and the significant acquisitions made by Nucor in the last 18 months.
The decrease in our gross margin percentage was due principally to the following
factors:
|
·
|
In
the steel mills segment, the average price of raw materials used
increased
approximately 56% from the second quarter of 2007 to the second quarter
of
2008, primarily due to the increased cost of scrap. The average scrap
and
scrap substitute cost per ton used was $456 in the second quarter
of 2008,
an increase of 57% compared with $291 in the second quarter of 2007.
Energy costs increased $5 per ton over the prior year period. In
the steel
products segment, the average price of raw materials used increased
approximately 32% from the second quarter of 2007 to the second quarter
of
2008.
|
|
·
|
Nucor
incurred a record LIFO charge of $214.0 million in the second quarter
of
2008, compared with a charge of $66.5 million in last year’s second
quarter. The LIFO expense in the second quarter of 2008 was greater
than
the total LIFO expense for all of
2007.
|
|
·
|
DJJ’s
business of collecting and processing ferrous and non-ferrous materials
for resale typically operates at lower margins than Nucor has historically
experienced as a manufacturer of steel and steel
products.
|
|
·
|
Pre-operating
and start-up costs of new facilities increased to $22.1 million in
the
second quarter of 2008, compared with $13.8 million in the second
quarter
of 2007.
|
Nucor’s
raw material surcharge has helped offset the impact of significantly more
volatile scrap prices and allowed us to purchase the scrap needed to fill our
customers’ orders. Changes
in scrap prices are based on changes in the global supply and demand for scrap,
which is tied to the global supply and demand for steel products. Demand for
scrap and other raw materials has risen sharply in recent years in response
to
increased demand, both domestically and internationally, for a wide range of
products made from steel without a corresponding increase in the global supply
of those raw materials. Our surcharges are based upon changes in
widely-available market indices for prices of scrap and other raw materials.
We
monitor those market indices closely and make adjustments as needed, but
generally on a monthly basis, to the surcharges and sometimes directly to the
selling prices, for our products. The majority of our steel sales are to spot
market customers who place their orders each month based on their business
needs
and our pricing competitiveness compared with both domestic and global producers
and trading companies. We also include in all of our contracts a method of
adjusting prices on a monthly basis to reflect changes in scrap prices. Contract
sales typically have a term ranging from six months to two years. Although
there
will always be a timing difference between changes in the
prices
we pay for raw materials and the adjustments we make, we believe that the
surcharge mechanism, which our customers understand is a necessary response
by
us to the market forces of supply and demand for our raw materials, continues
to
be an effective means of maintaining our margins.
Marketing,
Administrative and Other Expenses
The major components of marketing, administrative and other expenses are freight
and profit sharing costs. Unit freight costs increased 11% in the first half
of
2008 over the first half of 2007, and increased 16% from the second quarter
of
2007 to the second quarter of 2008. Profit sharing costs, which are based upon
and generally fluctuate with pre-tax earnings, increased approximately 34%
in
the first half of 2008 over the first half of 2007, and increased approximately
62% from the second quarter of 2007 to the second quarter of 2008. Profit
sharing costs also fluctuate based on Nucor’s achievement of certain financial
performance goals, including comparisons of Nucor’s financial performance to
peers in the steel industry and to other high performing companies.
Interest
Expense (Income) Net
interest expense (income) for the first six months and second quarter of 2008
and 2007 was as follows:
|
|
Six
Months (26 Weeks) Ended
|
|
Three
Months (13 Weeks) Ended
|
|
|
|
June
28, 2008
|
|
June
30, 2007
|
|
June
28, 2008
|
|
June
30, 2007
|
|
|
|
|
|
|
|
|
|
|
|
Interest
expense
|
|
$
|
64,072
|
|
$
|
26,243
|
|
$
|
34,288
|
|
$
|
15,701
|
|
Interest
income
|
|
|
(18,993
|
)
|
|
(30,426
|
)
|
|
(7,554
|
)
|
|
(10,722
|
)
|
Interest
expense (income), net
|
|
$
|
45,079
|
|
$
|
(4,183
|
)
|
$
|
26,734
|
|
$
|
4,979
|
|
Gross
interest expense increased from the first half of 2007 to the first half of
2008
due to an increase in average debt outstanding of approximately 175% accompanied
by an increase in average interest rates from 4.7% to 5.0%. Nucor has issued
$2.3 billion in notes since the beginning of the fourth quarter of 2007. During
the first six months of 2008, Nucor issued and repaid $800 million of commercial
paper. The interest rates on the $2.3 billion in notes are higher than the
rates
on the majority of Nucor’s pre-existing debt. Gross interest income decreased
from the first half of 2007 to the first half of 2008 due to a 23% decrease
in
average investments combined with a decrease in the average interest rate earned
on investments. Average investments decreased due to cash payments for
acquisitions in 2007 and 2008 and repurchases of common stock during 2007.
The
decrease was partially offset near the end of the second quarter of 2008 by
proceeds received from the issuance of stock and debt.
In
the second quarter of 2008, gross interest expense increased over the prior
year
primarily due to the tripling of average debt outstanding. Gross interest income
decreased mainly due to a decrease in the average interest rate earned on
investments.
Minority
Interests
Minority interests represent the income attributable to the minority partners
of
Nucor’s joint ventures, primarily Nucor-Yamato Steel Company (“NYS”), Novosteel
S.A., and Barker Steel Company, Inc., of which Nucor owns 51%, 75% and 90%,
respectively. The six-month and quarter increases in minority interests were
primarily attributable to the increased earnings of NYS, which are due to the
strength of the structural steel market. Under the NYS partnership agreement,
the minimum amount of cash to be distributed each year to the partners is the
amount needed by each partner to pay applicable U.S. federal and state income
taxes.
Provision
for Income Taxes
Nucor had an effective tax rate of 33.9% in the first six months of 2008
compared with 35.3% in the first six months of 2007. The effective tax rate
in
the second quarter of 2008 was 33.7% compared with 35.3% in the second quarter
of 2007. The rate decrease was primarily due to an increase in the rate benefit
from foreign operations. The IRS is currently examining Nucor’s 2005 and 2006
federal income tax returns. Management believes that the company has
adequately provided for any adjustments that may arise from this audit.
Net
Earnings and Return on Equity
Net earnings and earnings per share in the first half of 2008 increased 36%
and
41%, respectively, to a record $990.5 million and $3.36 per diluted share,
compared with $725.9 million and $2.39 per diluted share in the first half
of
2007. Net earnings as a percentage of net sales were 8% and 9%, respectively,
in
the first half of 2008 and 2007. Return
on average stockholders’ equity was approximately 30.8% and 29.2% in the first
half of 2008 and 2007, respectively.
Net
earnings and earnings per share in the second quarter of 2008 increased 68%
and
70%, respectively, to a record $580.8 million and $1.94 per diluted share,
compared with $344.9 million and $1.14 per diluted share in the second quarter
of 2007. Net earnings as a percentage of net sales was 8% in both the second
quarter of 2008 and 2007.
Outlook
The outlook for the third quarter remains positive, as we expect continued
strength in our sheet, plate, beam and bar businesses due to the solid global
demand for steel. Although our downstream businesses will be challenged by
rising steel prices, we expect continued good results from this
segment.
Nucor’s
margins and overall profitability are affected by the global balance of supply
and demand for steel, steel products and raw materials. Our margins have been
much stronger since 2002 and 2003 when most domestic and global steel companies
reported operating losses and many filed for bankruptcy. We believe our variable
cost structure allowed us to survive those severely depressed market conditions
as scrap prices fell dramatically and our incentive pay system reduced our
hourly and salary payroll costs helping to offset lower selling prices. We
recognize that the steel business is cyclical in nature and expect to see future
changes in the balance of supply and demand impact our margins and
profitability. We also recognize that the global demand for steel has been
growing at close to 6% annually since 2000 reflecting the building of
infrastructure in Brazil, Russia, India, China, the Middle East, Eastern Europe,
Africa and other parts of Asia. We believe this growth in steel consumption
is
likely to last for at least several years as more of the world population
becomes industrialized.
Liquidity
and Capital Resources
The
current ratio was 2.8 at the end of the first half of 2008 and 3.2 at year-end
2007. The percentage of long-term debt to total capital was 28% at the end
of
the first half of 2008 and 29% at year-end 2007. Accounts receivable and
inventories increased 62% and 56%, respectively, since year-end due to the
61%
increase in net sales over the fourth quarter of 2007.
Capital
expenditures increased over 150% from $198.7 million the first half of 2007
to
$501.7 million in the first half of 2008. Capital expenditures, excluding
acquisitions, are projected to be over $800 million for all of
2008.
In
June, Nucor’s board of directors declared the regular quarterly cash dividend on
Nucor’s common stock of $0.32 per share and a supplemental cash dividend of
$0.20 per share. The total dividend of $0.52 per share is payable on August
11,
2008 to stockholders of record on June 30, 2008.
Existing
cash and cash equivalents and short-term investments of approximately $1.44
billion funded the DJJ acquisition. In late May 2008, Nucor completed a public
offering of 27,667,580 common shares at an offering price of $74.00 per share.
In early June, Nucor issued $1.00 billion in debt with maturities from 2013
to
2037. We plan to use the approximately $2.97 billion net proceeds after expenses
from the common stock offering and the issuance of notes for general corporate
purposes including acquisitions, capital expenditures, working capital
requirements and repayment of debt.
Funds
provided from operations, existing credit facilities and new borrowings are
expected to be adequate to meet future capital expenditure and working capital
requirements for existing operations for at least the next 24 months. Nucor
believes it has the ability to raise additional funds as needed to finance
acquisitions and maintain reasonable financial strength.
In
June 2008, Nucor received increased commitments under its existing five-year
unsecured revolving
credit facility to provide for up to $1.3 billion in revolving loans. The
multi-year revolving credit agreement matures in November 2012 and was amended
in June to allow up to $200 million in additional commitments at Nucor’s
election in accordance with the terms set forth in the credit agreement. No
borrowings were outstanding under the credit facility as of June 28, 2008.
Nucor
has recently announced several major projects. In July 2008, Nucor completed
the
acquisition of 50% of the stock of Duferdofin - Nucor S.r.l., for the purchase
price of €423.5 million (approximately $658 million). The company will operate
from its current headquarters in San Zeno, Italy. Duferdofin - Nucor S.r.l.
operates a steel melting and bloom/billet caster in San Zeno as well as rolling
mills in Pallanzeno and Giammoro. Total production in 2007 was approximately
one
million tons. A new merchant bar mill, which is expected to produce
approximately 450,000 tons, is under construction at the Giammoro plant and is
expected to be fully operational in late 2008.
In
May 2008, Nucor applied for a permit to build a $2 billion state-of-the-art
iron-making facility in St. James Parish, Louisiana. Sites outside of the
United States are still being considered, and the site selection and capital
investment are subject to approval by Nucor’s board of directors. The
facility is expected to produce 3,000,000 tons of pig iron, employing the latest
technologies to reduce emissions. If
the project is ultimately built in the U.S., it would be the first domestic
greenfield pig iron facility built in more than 30 years.
In
June 2008, Nucor announced that its wholly owned subsidiary, Harris Steel,
Inc.,
signed a Purchase Agreement to acquire all of the issued and outstanding common
shares of Ambassador Steel Corporation (“Ambassador”) for a cash purchase price
of approximately $185 million. Based in Auburn, Indiana, Ambassador is a
fabricator and distributor of concrete reinforcing steel and related products.
The transaction is expected to close during the third quarter of 2008 after
satisfactory resolution of certain closing conditions.
Nucor
also recently announced the
signing of a memorandum of understanding with Sidenor S.A. to purchase a 34%
share of a new joint venture that will be formed for the production and
distribution of long steel products and plate in the Balkans, Turkey, Cyprus
and
North Africa. Final agreement to establish the joint venture is dependent
upon execution of definitive agreements, completion of due diligence and
approval of regulatory bodies and the boards of directors of both
companies.
As
of June 28, 2008, significant new commitments were entered into during the
second quarter of 2008 with respect to the issuance of $1.00 billion in debt
with the following estimated payments (in thousands):
|
|
|
|
|
|
|
|
|
|
2013
and
|
|
|
|
Total
|
|
2008
|
|
2009
- 2010
|
|
2011
- 2012
|
|
thereafter
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
debt
|
|
$
|
1,000,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
1,000,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
on long-term debt
|
|
|
822,188
|
|
|
28,875
|
|
|
115,500
|
|
|
115,500
|
|
|
562,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
additional
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
contractual
obligations
|
|
$
|
1,822,188
|
|
$
|
28,875
|
|
$
|
115,500
|
|
$
|
115,500
|
|
$
|
1,562,313
|
|
There
were no other significant changes to our contractual commitments as presented
in
our 2007 Annual Report.
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
In
the ordinary course of business, Nucor is exposed to a variety of market risks.
We continually monitor these risks and develop appropriate strategies to manage
them.
Interest
Rate Risk -
Nucor manages interest rate risk by using a combination of variable-rate and
fixed-rate debt. Nucor also 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, 2007.
Commodity
Price Risk -
In the ordinary course of business, Nucor is exposed to market risk for price
fluctuations of raw materials and energy, principally scrap steel, other ferrous
and nonferrous metals, alloys and natural gas. We attempt to negotiate the
best
prices for our raw materials and energy requirements and to obtain prices for
our steel products that match market price movements in response to supply
and
demand. Nucor has a raw material surcharge designed to pass through the
historically high cost of scrap steel and other raw materials. Our surcharge
mechanism has worked effectively to reduce the normal time lag in passing
through higher raw material costs so that we can maintain our gross
margins.
Nucor
also uses derivative financial instruments to hedge a portion of our exposure
to
price risk related to natural gas purchases used in the production process
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 June 28, 2008, accumulated other comprehensive income
(loss) includes $99.2 million in unrealized net-of-tax gains 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 June 28, 2008, due
to an
assumed 10% and 25% change in the market price of each of the indicated
commodities (in thousands):
Commodity
Derivative
|
|
10%
Change
|
|
25%
Change
|
|
Natural
gas
|
|
$
|
52,884
|
|
$
|
132,211
|
|
Aluminum
|
|
|
6,200
|
|
|
13,867
|
|
Copper
|
|
|
370
|
|
|
925
|
|
Any
resulting changes in fair value would be recorded as adjustments to other
comprehensive income (loss), net of tax, or recognized in net earnings, as
appropriate. These hypothetical losses would be partially offset by the benefit
of lower prices paid or higher prices received for the physical
commodities.
Foreign
Currency Risk -
Nucor is exposed to foreign currency risk through its operations in Canada
and
Trinidad and its joint ventures in Australia and Italy. In
the first half of 2008, the Company entered into forward foreign currency
contracts in order to mitigate the risk of currency fluctuation on the
anticipated joint venture with the Duferco Group of Lugano, Switzerland. These
contracts had a notional value of €423.5
million
and matured in the second quarter of 2008 resulting in gains of $17.6 million.
These contracts all settled during the second quarter of
2008.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures -
As of the end of the period covered by this report, the Company carried out
an
evaluation, under the supervision and with the participation of the Company’s
management, including the Company’s Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company’s
disclosure controls and procedures are effective. During the first quarter
of
2008, Nucor acquired DJJ (See Note 3 to the condensed financial statements
included in Item 1). Nucor is in the process of incorporating these operations
as part of our internal controls. Nucor has extended its Section 404
compliance program under the Sarbanes-Oxley Act of 2002 and the applicable
rules
and regulations under such Act to include DJJ. Nucor will report on its
assessment of its combined operations within the time period provided by the
Act
and the applicable SEC rules and regulations concerning business combinations.
Changes
in Internal Control Over Financial Reporting -
There were no changes in our internal control over financial reporting during
the quarter ended June 28, 2008 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
PART
II. OTHER INFORMATION
Item
1A. Risk Factors
There
have been no material changes in Nucor’s risk factors from those included in
Nucor’s annual report on Form 10-K.
Item
4. Submission of Matters to a Vote of Security Holders
At
the annual meeting of stockholders held on May 9, 2008, the following actions
were taken:
Two
directors were elected for terms of three years expiring in 2011: 241,232,640
shares were voted for Peter C. Browning (10,150,644 withheld) and 245,970,817
shares were voted for Victoria F. Haynes (5,412,466 withheld). Clayton C. Daley,
Jr., Daniel R. DiMicco, Harvey B. Gantt, James D. Hlavacek, Bernard L. Kasriel
and John H. Walker continue to serve as directors of the
Company.
The
Audit Committee’s selection of PricewaterhouseCoopers LLP to serve as Nucor’s
independent registered public accounting firm for the year ending December
31,
2008 was ratified by a vote of 247,136,716 for, 2,144,981 against and 2,101,577
abstaining.
The
Annual and Long-term Senior Officers Incentive Compensation plans were approved
by a vote of 238,273,291 for, 10,446,898 against and 2,663,079
abstaining.
A
stockholder proposal to modify the standard for electing Nucor’s directors was
defeated by a vote of 103,094,137 for, 118,035,661 against and 2,940,132
abstaining.
Item
6. Exhibits
Exhibit
No.
|
Description
of Exhibit
|
|
|
2
|
Stake
Purchase by and among Nucor Corporation, Nucor Euopean Holdings
BV, and
Duferco Participations Holding Ltd., Duferco Italia Holdings S.P.A.,
dated
as of May 12, 2008
|
|
|
10
|
Senior
Officers Annual Incentive Plan
|
|
|
10.1
|
Senior
Officers Long-term Incentive Plan
|
|
|
12.1
|
Ratio
of Earnings to Fixed Charges
|
|
|
31
|
Certification
of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a),
as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
|
31.1
|
Certification
of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a),
as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
|
32
|
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350,
as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
32.1
|
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350,
as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Nucor Corporation
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
|
|
|
|
NUCOR
CORPORATION |
|
|
|
|
By: |
/s/
Terry S. Lisenby |
|
Terry
S. Lisenby |
|
Chief
Financial Officer, Treasurer
and
Executive Vice President
|
|
|
Dated:
August 5, 2008
NUCOR
CORPORATION
List
of Exhibits to Form 10-Q - June 28, 2008
Exhibit
No.
|
Description
of Exhibit
|
|
|
2
|
Stake
Purchase by and among Nucor Corporation, Nucor Euopean Holdings
BV, and
Duferco Participations Holding Ltd., Duferco Italia Holdings
S.P.A., dated
as of May 12, 2008
|
|
|
10
|
Senior
Officers Annual Incentive Plan
|
|
|
10.1
|
Senior
Officers Long-term Incentive Plan
|
|
|
12.1
|
Ratio
of Earnings to Fixed Charges
|
|
|
31
|
Certification
of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a),
as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
|
31.1
|
Certification
of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a),
as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
|
32
|
Certification
of Principal Executive Officer Pursuant to 18 U.S.C. Section
1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
|
32.1
|
Certification
of Principal Financial Officer Pursuant to 18 U.S.C. Section
1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
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