First Second

Quarter

2011

 

 

 

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 endedApril July 2, 2011

Commission file number1-4119

 

 

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  xNo  ¨

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

316,061,998316,503,376 shares of common stock were outstanding at AprilJuly 2, 2011.

 

 

 


Nucor Corporation

Form 10-Q

AprilJuly  2, 2011

INDEX

 

INDEX
         Page 
Part I  Financial Information  
  Item 1  Financial Statements (unaudited)(Unaudited)  
    Condensed Consolidated Statements of Earnings - Three Months (13 Weeks) and Six Months (26 Weeks) Ended AprilJuly 2, 2011 and AprilJuly 3, 2010   3  
    Condensed Consolidated Balance Sheets - AprilJuly 2, 2011 and December 31, 2010   4  
    Condensed Consolidated Statements of Cash Flows - ThreeSix Months (13(26 Weeks) Ended AprilJuly 2, 2011 and AprilJuly 3, 2010   5  
    Notes to Condensed Consolidated Financial Statements   6  
  Item 2  Management'sManagement’s Discussion and Analysis of Financial Condition and Results of Operations   1817  
  Item 3  Quantitative and Qualitative Disclosures About Market Risk   24  
  Item 4  Controls and Procedures   25  
Part II  Other Information  
  Item 1A  Risk Factors   2625  
  Item 6  Exhibits   2625  
Signatures   26  
List of Exhibits to Form 10-Q   27  

 

2


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 
  April 2, 2011   April 3, 2010   Three Months (13 Weeks) Ended   Six Months (26 Weeks) Ended 
  July 2, 2011 July 3, 2010   July 2, 2011   July 3, 2010 

Net sales

  $4,833,934    $3,654,842    $5,107,809   $4,195,966    $9,941,743    $7,850,808  
          

 

  

 

   

 

   

 

 

Costs, expenses and other:

           

Cost of products sold

   4,395,525     3,442,047     4,441,591    3,887,929     8,837,116     7,329,976  

Marketing, administrative and other expenses

   125,378     92,594     147,014    107,770     272,392     200,364  

Equity in losses of unconsolidated affiliates

   4,210     18,377  

Equity in losses (earnings) of unconsolidated affiliates

   (1,267  7,372     2,943     25,749  

Interest expense, net

   42,566     37,788     43,184    37,322     85,750     75,110  
          

 

  

 

   

 

   

 

 
   4,567,679     3,590,806     4,630,522    4,040,393     9,198,201     7,631,199  
          

 

  

 

   

 

   

 

 

Earnings before income taxes and noncontrolling interests

   266,255     64,036     477,287    155,573     743,542     219,609  

Provision for income taxes

   85,133     22,842     155,709    49,355     240,842     72,197  
          

 

  

 

   

 

   

 

 

Net earnings

   181,122     41,194     321,578    106,218     502,700     147,412  

Earnings attributable to noncontrolling interests

   21,281     10,230     21,805    15,226     43,086     25,456  
          

 

  

 

   

 

   

 

 

Net earnings attributable to Nucor stockholders

  $159,841    $30,964    $299,773   $90,992    $459,614    $121,956  
          

 

  

 

   

 

   

 

 

Net earnings per share:

           

Basic

  $0.50    $0.10    $0.94   $0.29    $1.45    $0.38  

Diluted

  $0.50    $0.10    $0.94   $0.29    $1.44    $0.38  

Average shares outstanding:

           

Basic

   316,595     315,461     316,811    315,849     316,702     315,653  

Diluted

   316,874     316,228     317,022    316,472     316,948     316,349  

Dividends declared per share

  $0.3625    $0.36    $0.3625   $0.36    $0.725    $0.72  

See notes to condensed consolidated financial statements.

 

3


Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

 

  April 2, 2011 Dec. 31, 2010   July 2, 2011 Dec. 31, 2010 

ASSETS

      

Current assets:

      

Cash and cash equivalents

  $1,152,944   $1,325,406    $1,189,544   $1,325,406  

Short-term investments

   1,143,073    1,153,623     1,092,684    1,153,623  

Accounts receivable, net

   1,704,789    1,439,828     1,837,175    1,439,828  

Inventories, net

   1,959,170    1,557,574     2,222,167    1,557,574  

Other current assets

   335,634    384,744     374,925    384,744  
         

 

  

 

 

Total current assets

   6,295,610    5,861,175     6,716,495    5,861,175  

Property, plant and equipment, net

   3,831,613    3,852,118     3,804,574    3,852,118  

Restricted cash

   576,546    598,482     576,557    598,482  

Goodwill

   1,847,994    1,836,294     1,845,948    1,836,294  

Other intangible assets, net

   844,994    856,125     826,789    856,125  

Other assets

   947,689    917,716     963,186    917,716  
       
  

 

  

 

 

Total assets

  $14,344,446   $13,921,910    $14,733,549   $13,921,910  
         

 

  

 

 

LIABILITIES

      

Current liabilities:

      

Short-term debt

  $16,965   $13,328    $14,673   $13,328  

Accounts payable

   1,114,256    896,703     1,143,536    896,703  

Federal income taxes payable

   24,489    —       85,396    —    

Salaries, wages and related accruals

   222,085    207,168     294,583    207,168  

Accrued expenses and other current liabilities

   409,831    387,239     464,497    387,239  
         

 

  

 

 

Total current liabilities

   1,787,626    1,504,438     2,002,685    1,504,438  

Long-term debt due after one year

   4,280,200    4,280,200     4,280,200    4,280,200  

Deferred credits and other liabilities

   823,029    806,578     775,273    806,578  
       
  

 

  

 

 

Total liabilities

   6,890,855    6,591,216     7,058,158    6,591,216  
         

 

  

 

 

EQUITY

      

Nucor stockholders’ equity:

      

Common stock

   150,240    150,181     150,405    150,181  

Additional paid-in capital

   1,723,060    1,711,518     1,735,300    1,711,518  

Retained earnings

   6,840,502    6,795,988     7,024,830    6,795,988  

Accumulated other comprehensive income (loss), net of income taxes

   44,319    (27,776   60,422    (27,776

Treasury stock

   (1,506,747  (1,509,841   (1,506,009  (1,509,841
         

 

  

 

 

Total Nucor stockholders’ equity

   7,251,374    7,120,070     7,464,948    7,120,070  

Noncontrolling interests

   202,217    210,624     210,443    210,624  
       
  

 

  

 

 

Total equity

   7,453,591    7,330,694     7,675,391    7,330,694  
         

 

  

 

 

Total liabilities and equity

  $14,344,446   $13,921,910    $14,733,549   $13,921,910  
         

 

  

 

 

See notes to condensed consolidated financial statements.

 

4


Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

  Three Months (13 Weeks) Ended   Six Months (26 Weeks) Ended 
  April 2, 2011 April 3, 2010   July 2, 2011 July 3, 2010 

Operating activities:

      

Net earnings

  $181,122   $41,194    $502,700   $147,412  

Adjustments:

      

Depreciation

   127,229    127,883     256,059    255,262  

Amortization

   17,437    18,221     34,680    35,855  

Stock-based compensation

   9,508    10,396     31,531    25,246  

Deferred income taxes

   4,311    2,443     (22,885  4,178  

Equity in losses of unconsolidated affiliates

   4,210    18,377     2,943    25,749  

Changes in assets and liabilities (exclusive of acquisitions):

Changes in assets and liabilities (exclusive of acquisitions):

  

    

Accounts receivable

   (259,773  (179,297   (392,950  (290,542

Inventories

   (397,537  (303,001   (661,337  (628,941

Accounts payable

   216,308    232,877     245,572    178,286  

Federal income taxes

   76,060    17,566     136,985    (19,886

Salaries, wages and related accruals

   17,421    35,747     90,366    72,791  

Other

   51,199    (25,443   69,058    (99,169
         

 

  

 

 

Cash provided by (used in) operating activities

   47,495    (3,037   292,722    (293,759
       
  

 

  

 

 

Investing activities:

      

Capital expenditures

   (96,036  (54,216   (212,893  (163,219

Investment in and advances to affiliates

   (24,475  (80,461   (49,839  (402,391

Repayment of advances to affiliates

   —      48,884     —      48,885  

Disposition of plant and equipment

   3,985    3,046     18,409    15,522  

Acquisitions (net of cash acquired)

   —      (55,694   —      (63,722

Purchases of investments

   (140,454  (240,495   (141,461  (240,495

Proceeds from the sale of investments

   151,005    125,000     202,400    125,000  

Changes in restricted cash

   21,949    —       21,949    —    
         

 

  

 

 

Cash used in investing activities

   (84,026  (253,936   (161,435  (680,420
         

 

  

 

 

Financing activities:

      

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

   3,594    7,312  

Net change in short-term debt

   1,357    852  

Repayment of long-term debt

   —      (6,000

Issuance of common stock

   2,658    1,462     3,206    1,777  

Excess tax benefits from stock-based compensation

   (300  500     (200  (2,200

Distributions to noncontrolling interests

   (29,694  (294   (43,272  (10,511

Cash dividends

   (115,233  (114,193   (230,561  (228,465
         

 

  

 

 

Cash used in financing activities

   (138,975  (105,213   (269,470  (244,547
       
  

 

  

 

 

Effect of exchange rate changes on cash

   3,044    4,794     2,321    3,249  
         

 

  

 

 

Decrease in cash and cash equivalents

   (172,462  (357,392   (135,862  (1,215,477

Cash and cash equivalents - beginning of year

   1,325,406    2,016,981     1,325,406    2,016,981  
         

 

  

 

 

Cash and cash equivalents - end of six months

  $1,189,544   $801,504  
  

 

  

 

 

Cash and cash equivalents - end of three months

  $1,152,944   $1,659,589  
       

See notes to condensed consolidated financial statements.

 

5


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, 2010 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, 2010.

Recently AdoptedRecent Accounting Pronouncements - In JanuaryJune 2011, Nucor adoptedthe Financial Accounting Standards Board amended its guidance on the presentation of comprehensive income in financial statements to improve the comparability, consistency and transparency of financial reporting and to increase the prominence of items that are recorded in other comprehensive income. The new accounting guidance regarding changesrequires entities to disclosure requirementsreport components of comprehensive income in either (1) a continuous statement of comprehensive income or (2) two separate but consecutive statements. The provisions of this new guidance are effective for fair value measurements. For fair value measurements using significant unobservable inputs (Level 3),Nucor in the guidance requires a reporting entity to present separate information about gross purchases, sales, issuances and settlements.first quarter of 2012. The adoption of this guidance didis not expected to have an impacta material effect on the consolidatedNucor’s operating results or financial statements.position.

 

2.INVENTORIES: Inventories consist of approximately 41%43% raw materials and supplies and 59%57% finished and semi-finished products at both AprilJuly 2, 2011 (41% and 59%, respectively, at December 31, 2010.2010). 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 47%50% of total inventories as of AprilJuly 2, 2011 (45% as of December 31, 2010). If the first-in, first-out (FIFO) method of accounting had been used, inventories would have been $651.4$683.4 million higher at AprilJuly 2, 2011 ($620.4 million higher at December 31, 2010). Use ofThe allowance to reduce inventories to the lower of cost or market methodology reduced inventories by $3.7was $5.0 million at AprilJuly 2, 2011 ($2.9 million at December 31, 2010).

 

3.PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is recorded net of accumulated depreciation of $5.37$5.48 billion at AprilJuly 2, 2011 ($5.24 billion at December 31, 2010).

 

4.GOODWILL AND OTHER INTANGIBLE ASSETS: The change in the net carrying amount of goodwill for the quartersix months ended AprilJuly 2, 2011 by segment is as follows (in thousands):

 

  Steel Mills   Steel Products   Raw Materials   All Other   Total   Steel Mills   Steel Products   Raw Materials   All Other   Total 

Balance at December 31, 2010

  $268,466    $799,060    $679,916    $88,852    $1,836,294    $ 268,466    $ 799,060    $ 679,916    $ 88,852    $1,836,294  

Translation

   —       11,700     —       —       11,700     —       9,654     —       —       9,654  
                      

 

   

 

   

 

   

 

   

 

 

Balance at July 2, 2011

  $268,466    $808,714    $ 679,916    $ 88,852    $1,845,948  
  

 

   

 

   

 

   

 

   

 

 

Balance at April 2, 2011

  $268,466    $810,760    $679,916    $88,852    $1,847,994  
                    

Nucor completed its annual goodwill impairment testing during the fourth quarter of 2010 and concluded that there was no impairment of goodwill for any of our reporting units.

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

   April 2, 2011   December 31, 2010 
   Gross
Amount
   Accumulated
Amortization
   Gross
Amount
   Accumulated
Amortization
 

Customer relationships

  $950,420    $219,080    $944,920    $203,969  

Trademarks and trade names

   124,521     20,946     123,713     19,351  

Other

   25,868     15,789     27,869     17,057  
                    
  $1,100,809    $255,815    $1,096,502    $240,377  
                    

 

6


   July 2, 2011   December 31, 2010 
   Gross
Amount
   Accumulated
Amortization
   Gross
Amount
   Accumulated
Amortization
 

Customer relationships

  $949,588    $ 234,002    $944,920    $ 203,969  

Trademarks and trade names

   124,390     22,537     123,713     19,351  

Other

   25,868     16,518     27,869     17,057  
  

 

 

   

 

 

   

 

 

   

 

 

 
  $1,099,846    $273,057    $1,096,502    $240,377  
  

 

 

   

 

 

   

 

 

   

 

 

 

Intangible asset amortization expense forwas $17.3 million and $17.7 million in the firstsecond quarter of 2011 and 2010, respectively, and was $17.4$34.7 million and $18.2$35.9 million in the first six months of 2011 and 2010, respectively. Annual amortization expense is estimated to be $65.3$66.3 million in 2011; $61.4 million in 2012; $57.9 million in 2013; $55.8 million in 2014; and $54.0 million in 2015.

 

5.EQUITY INVESTMENTS: The carrying value of our equity investments in domestic and foreign companies was $826.2$841.4 million at AprilJuly 2, 2011 ($797.6 million at December 31, 2010) and is recorded in other assets in the condensed consolidated balance sheets.

Nucor has 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 AprilJuly 2, 2011 was $557.2$566.8 million ($531.9 million at December 31, 2010). Nucor’s 50% share of the total net assets of Duferdofin Nucor was $79.4 million at AprilJuly 2, 2011, resulting in a basis difference of $477.8$487.4 million due to the step-up to fair value of certain assets and liabilities attributable to Duferdofin Nucor as well as the identification of goodwill ($341.5349.9 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. Amortization expense and other purchase accounting adjustments associated with the fair value step-up totaled $2.9was $3.2 million and $2.8 million in both the firstsecond quarter of 2011 and 2010.2010, respectively, and was $6.1 million and $5.7 million in the first six months of 2011 and 2010, respectively.

As of AprilJuly 2, 2011 Nucor had outstanding two notes receivable from Duferdofin Nucor with total value of €20 million ($28.3 million as of April 2, 2011)29.0 million). The notes receivable bear interest at the twelve-month Euro Interbank Offered Rate (Euribor) as of September 30, 2010 plus 1% per year. The interest rates will reset annually to the Euribor twelve-month rate 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 AprilJuly 2, 2011.

Nucor has issued a guarantee for its ownership percentage (50%) of up to €112.5 million of Duferdofin Nucor’s credit facilities. As of AprilJuly 2, 2011, Duferdofin Nucor had €89.0€105.5 million outstanding under these credit facilities. The portion of the amount outstanding guaranteed by Nucor is €44.5€52.8 million ($62.976.4 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 2425 sheet processing facilities located 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 or intangible assets.

Nucor’s investment in NuMit at AprilJuly 2, 2011 was $232.0$238.3 million ($229.1 million as of December 31, 2010), 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 Nucor made at closing. In addition, Nucor has also extended a $97.5 million line of credit (of which $62.5$87.5 million was outstanding at AprilJuly 2, 2011) to Steel Technologies. The note receivable bears interest at the three-month London Interbank Offered Rate (LIBOR) plus 90 basis points and matures on October 21, 2014. As of AprilJuly 2, 2011, the amount outstanding on the line of credit bears interest at the one-month

7


LIBOR rate plus 250 basis points and matures on April 1, 2012. The note receivable was classified in other assets and the amount outstanding on the line of credit was classified in other current assets in the condensed consolidated balance sheets.

Nucor reviews its equity investments for impairment if and when circumstances indicate that a decline in value below its carrying amount may have occurred. In the fourth quarter of 2010, the Company concluded it had a triggering event requiring assessment for impairment of its equity investment in Duferdofin Nucor due to the continued declinessignificant decline in the global demand for steel. Diminished demand began to significantly impact the financial results of Duferdofin Nucor in 2009

7


and continued to impact the results of the equity investment through 2010. After completing its assessment, the Company determined that there was no impairment of its investment in Duferdofin Nucor. It is reasonably possible that, based on actual performance in the near term, the estimates used in the valuation as of December 31, 2010 could change and result in an impairment of the investment.

 

6.CURRENT LIABILITIES: Book overdrafts, included in accounts payable in the condensed consolidated balance sheets, were $57.5$83.5 million at AprilJuly 2, 2011 ($63.0 million at December 31, 2010). Dividends payable, included in accrued expenses and other current liabilities in the condensed consolidated balance sheets, were $115.3$115.4 million at AprilJuly 2, 2011 ($115.2 million at December 31, 2010).

 

7.DEBT: In November 2010, Nucor issued $600.0 million in 30-year variable rate Gulf Opportunity Zone bonds to partially fund the capital costs associated with the construction of Nucor’s direct reduced ironmaking facility in St. James Parish, Louisiana. The net proceeds from the debt issuance are being held in a trust account and are disbursed as qualified expenditures for the construction of the facility are made. Since the restricted cash must be used for the construction of the facility, which is expected to occur through mid-2013, the entire balance has been classified as a non-current asset.

 

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.

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, as appropriate.

At AprilJuly 2, 2011, natural gas swaps covering 16.812.6 million MMBTUs (extending through December 2012) and foreign currency contracts with a notional value of $18.9$11.3 million (extending through JulyAugust 2011) were outstanding.

 

8


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

Fair Values of Derivative Instruments

 

     Fair Value at      Fair Value at 
  

Balance Sheet Location

  April 2, 2011 Dec. 31, 2010   

Balance Sheet Location

  July 2, 2011   Dec. 31, 2010 

Asset derivatives not designated as hedging instruments:

           

Commodity contracts

  Other current assets  $2,522    $—    

Foreign exchange contracts

  Other current assets  $—     $266    Other current assets   88     266  
             

 

   

 

 

Total asset derivatives

    $2,610    $266  
    

 

   

 

 

Liability derivatives designated as hedging instruments:

           

Commodity contracts

  Accrued expenses and other current liabilities  $(23,400 $(8,900  Accrued expenses and other current liabilities  $ (31,600)    $ (8,900)  

Commodity contracts

  Deferred credits and other liabilities   (41,500  (54,800  Deferred credits and other liabilities   (22,700)     (54,800)  
             

 

   

 

 

Total liability derivatives designated as hedging instruments

     (64,900  (63,700     (54,300)     (63,700)  
         

Liability derivatives not designated as hedging instruments:

           

Foreign exchange contracts

  Accrued expenses and other current liabilities   (78  —    

Commodity contracts

  Accrued expenses and other current liabilities   (1,764  (2,961  Accrued expenses and other current liabilities   —       (2,961)  
         

Total liability derivatives not designated as hedging instruments

     (1,842  (2,961
             

 

   

 

 

Total liability derivatives

    $(66,742 $(66,661    $ (54,300)    $ (66,661)  
             

 

   

 

 

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

Derivatives Designated as Hedging Instruments

 

      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)
 
Derivatives in  Statement of  Three Months  Three Months  Three Months 
Cash Flow  Earnings  (13 weeks) Ended  (13 weeks) Ended  (13 weeks) Ended 

Hedging Relationships

  

Location

  April 2, 2011  April 3, 2010  April 2, 2011  April 3, 2010  April 2, 2011   April 3, 2010 

Commodity contracts

  

Cost of products sold

   $(1,086 $(22,648 $(9,060 $(6,791 $—      $100  
                            

Derivatives in Cash Flow

Hedging Relationships

  

Statement of

Earnings

Location

  Amount of Gain or (Loss)
Recognized in OCI on
Derivatives (Effective Portion)
   Amount of Gain or (Loss)
Reclassified from Accumulated
OCI into Earnings

(Effective Portion)
   Amount of Gain or (Loss)
Recognized in Earnings on
Derivatives (Ineffective Portion)
 
    Three Months (13 weeks) Ended   Three Months (13 weeks) Ended   Three Months (13 weeks) Ended 
    July 2, 2011   July 3, 2010   July 2, 2011   July 3, 2010   July 2, 2011   July 3, 2010 

Commodity contracts

  Cost of products sold  $ (1,613)    $(617)    $(9,199)    $(9,408)    $—      $1,000  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Derivatives in Cash Flow
Hedging Relationships

  

Statement of

Earnings

Location

  Amount of Gain or (Loss)
Recognized in OCI on
Derivatives (Effective Portion)
   Amount of Gain or (Loss)
Reclassified from Accumulated
OCI into Earnings

(Effective Portion)
   Amount of Gain or (Loss)
Recognized in Earnings on
Derivatives (Ineffective Portion)
 
    Six Months (26 weeks) Ended   Six Months (26 weeks) Ended   Six Months (26 weeks) Ended 
    July 2, 2011   July 3, 2010   July 2, 2011   July 3, 2010   July 2, 2011   July 3, 2010 

Commodity contracts

  Cost of products sold  $(2,699)    $(23,265)    $ (18,259)    $(16,199)    $
 

  
 
  
  $1,100  
    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Derivatives Not Designated as Hedging Instruments

 

     Amount of Gain or  (Loss)
Recognized in Earnings on
Derivative
 
Derivatives Not Designated as  Statement of  Three Months (13  weeks)
Ended
 

Hedging Instruments

  

Earnings Location

  April 2, 2011 April 3, 2010 

Derivatives Not Designated as

Hedging Instruments

  

Statement of

Earnings Location

  Amount of Gain or (Loss) Recognized in Earnings on  Derivatives 
  Three Months (13 weeks) Ended   Six Months (26 weeks) Ended 
  July 2, 2011 July 3, 2010   July 2, 2011 July 3, 2010 

Commodity contracts

  

Cost of products sold

  $4,261   $105    Cost of products sold  $ 3,277   $ 9,429    $ 1,977   $ 9,534  

Foreign exchange contracts

  

Cost of products sold

   (440  85    Cost of products sold   (152  71     (592  156  
         
    

 

  

 

   

 

  

 

 

Total

    $3,821   $190      $3,125   $9,500    $1,385   $9,690  
             

 

  

 

   

 

  

 

 

9


At AprilJuly 2, 2011, $35.8$36.6 million of net deferred losses on cash flow hedges on natural gas forward purchase contracts included in accumulated other comprehensive income are expected to be reclassified into earnings due toupon maturity of the settlement of forecasted transactions, duringderivatives within the next twelve12 months assuming no change inat the forward commodity pricesprevailing values, which may be different from Aprilthose at July 2, 2011.

 

9


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 AprilJuly 2, 2011 and December 31, 2010 (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
     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)
   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 April 2, 2011

      

As of July 2, 2011

      

Assets:

            

Cash equivalents

  $1,031,634   $1,031,634       $1,093,592   $1,093,592    $—     

Short-term investments

   1,143,073    1,143,073        1,092,684    1,092,684     —     

Foreign exchange and commodity contracts

   2,610    —       2,610   

Restricted cash

   576,546    576,546        576,557    576,557     —     
                

 

  

 

   

 

  

 

 

Total assets

  $2,751,253   $2,751,253     —      —      $2,765,443   $2,762,833    $2,610    —    
                

 

  

 

   

 

  

 

 

Liabilities:

            

Foreign exchange and commodity contracts

  $(66,742  —      $(66,742  —    
              

Commodity contracts

  $(54,300  —      $(54,300  —    
  

 

  

 

   

 

  

 

 

As of December 31, 2010

            

Assets:

            

Cash equivalents

  $1,156,240   $1,156,240    $—       $1,156,240   $1,156,240    $—     

Short-term investments

   1,153,623    1,153,623     —        1,153,623    1,153,623     —     

Foreign exchange contracts

   266    —       266      266    —       266   

Restricted cash

   598,482    598,482     —        598,482    598,482     —     
                

 

  

 

   

 

  

 

 

Total assets

  $2,908,611   $2,908,345    $266    —      $2,908,611   $2,908,345    $266    —    
                

 

  

 

   

 

  

 

 

Liabilities:

            

Commodity contracts

  $(66,661  —      $(66,661  —      $(66,661  —      $(66,661  —    
                

 

  

 

   

 

  

 

 

Fair value measurements for Nucor’s cash equivalents, short-term investments and restricted cash 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 outstandinglong-term debt, including current maturities, was approximately $4.55$4.59 billion at AprilJuly 2, 2011 ($4.59 billion at December 31, 2010). The fair value estimates were based on readily available market prices of our debt at AprilJuly 2, 2011 and December 31, 2010, 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 $34.0$33.5 million of accrued environmental costs at AprilJuly 2, 2011 ($35.0 million at December 31, 2010), $12.5$12.0 million was classified in accrued expenses and other current

10


liabilities ($13.5 million at December 31, 2010) and $21.5 million was classified in deferred credits and other liabilities ($21.5 million at December 31, 2010). Inherent uncertainties exist in these estimates primarily due to unknown conditions, evolving remediation technology, and changing governmental

10


regulations and legal standards.

Nucor has been named, along with other major steel producers, as a co-defendant in several related antitrust class-action complaints filed by Standard Iron Works and other steel purchasers in the United States District Court for the Northern District of Illinois. The cases are filed as class actions. The plaintiffs allege that from January 2005 to the present,through 2008, eight steel manufacturers, including Nucor, engaged in anticompetitive activities with respect to the production and sale of steel. The plaintiffs seek monetary and other relief. Although we believe the plaintiffs’ claims are without merit and will vigorously defend against them, we cannot at this time predict the outcome of this litigation or estimate the range of Nucor’s potential exposure.

Other contingent liabilities with respect to product warranties, legal proceedings and other matters arise in the normal course of business. Nucor maintains liability insurance for certain risks that arise that are also subject to certain self-insurance limits. InAlthough the opinionoutcome of the claims and proceedings against us cannot be predicted with certainty, management believes that there are no such matters exist which, in the event of an unfavorable outcome, wouldexisting claims or proceedings that are likely to have a material adverse effect on the 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 and 2011 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 quarter ended April 2,first six months of 2011 is as follows (in thousands, except year and per share amounts):

 

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

Number of shares under option:

              

Outstanding at beginning of year

   983   $29.14         983   $29.14      

Granted

   —      —           560   $42.34      

Exercised

   (144 $18.99      $4,027     (164 $19.58      $4,446  

Canceled

   —      —           —      —        
           

 

      

Outstanding at April 2, 2011

   839   $30.88     3.3 years    $12,858  

Outstanding at July 2, 2011

   1,379   $35.63     5.9 years    $8,614  
           

 

      

Options exercisable at April 2, 2011

   597   $26.60     0.9 years    $11,704  

Options exercisable at July 2, 2011

   577   $26.70     0.7 years    $8,581  
           

 

      

For the 2011 stock option grant, the grant date fair value of $15.37 per share was calculated using the Black-Scholes option-pricing model with the following assumptions:

Exercise price

  $42.34  

Expected dividend yield

   3.42

Expected stock price volatility

   49.40

Risk-free interest rate

   2.39

Expected life (years)

   6.5  

11


Compensation expense for stock options was $0.3$7.1 million in the second quarter of 2011 ($0.1 million in the second quarter of 2010) and $7.4 million in the first quartersix months of 2011 (none($0.1 million in the first quartersix months of 2010). As of AprilJuly 2, 2011, unrecognized compensation expense related to options was $2.7$4.3 million, which is expected to be recognized over 2.2a weighted-average period of 1.3 years. The amount of cash received from the exercise of stock options totaled $2.7$0.5 million and $3.2 million in the second quarter and first quarterhalf of 2011.2011, 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 of the Board of Directors 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.

11


RSUs granted to employees who are eligible for retirement on the date of grant orare expensed immediately, and RSUs granted to employees who 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 these 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.grant. A summary of Nucor’s restricted stock unit activity for the first quartersix months of 2011 is as follows (shares in thousands):

 

  Shares Grant Date
Fair Value
   Shares Grant Date
Fair Value
 

Restricted stock units:

      

Unvested at beginning of year

   1,203   $49.96     1,203   $49.96  

Granted

   —      —       490   $42.34  

Vested

   (7 $48.49     (597 $50.05  

Canceled

   (3 $48.39     (10 $48.39  
       

 

  

Unvested at April 2, 2011

   1,193   $49.97  

Unvested at July 2, 2011

   1,086   $46.48  
       

 

  

Shares reserved for future grants (stock options and RSUs)

   14,771      13,709   
       

 

  

Compensation expense for RSUs was $7.5$12.2 million and $13.5 million in the second quarter of 2011 and 2010, respectively, and $19.7 million and $22.5 million in the first quarterhalf of 2011 ($9.0 million in the first quarter of 2010).and 2010, respectively. As of AprilJuly 2, 2011, unrecognized compensation expense related to unvested RSUs was $28.2$35.7 million, which is expected to be recognized over a weighted-average period of 1.41.9 years.

Restricted Stock Awards– Nucor’s Senior Officers Long-Term Incentive Plan (the “LTIP”) and Annual Incentive Plan (the “AIP”) authorize the award of shares of common stock to officers subject to certain conditions and restrictions.

The LTIP provides for the award of shares of restricted common stock at the end of each LTIP performance measurement period at no cost to officers if certain financial performance goals are met during the period. One-third of the LTIP restricted stock award vests upon each of the first three

12


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 quartersix months of 2011 is as follows (shares in thousands):

 

12


  Shares Grant Date
Fair Value
   Shares Grant Date
Fair Value
 

Restricted stock awards and units:

      

Unvested at beginning of year

   141   $44.62     141   $44.62  

Granted

   118   $46.41     118   $46.41  

Vested

   (141 $47.81     (141 $47.81  

Canceled

   —      —       —      —    
       

 

  

Unvested at April 2, 2011

   118   $42.59  
     

Unvested at July 2, 2011

   118   $42.59  
  

 

  

Shares reserved for future grants

   1,482      1,482   
       

 

  

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 $2.4$1.9 million and $1.1 million in the second quarter of 2011 and 2010, respectively, and was $4.3 million and $2.5 million in the first quarterhalf of 2011 ($1.4 million in the first quarter of 2010).and 2010, respectively. At AprilJuly 2, 2011, unrecognized compensation expense related to unvested restricted stock was $1.9$1.5 million, which is expected to be recognized over a weighted-average period of 1.71.6 years.

 

12.EMPLOYEE BENEFIT PLAN: Nucor has a Profit Sharing and Retirement Savings Plan for qualified employees. Nucor’s expense for these benefits was $27.1$44.0 million and $6.4$14.5 million in the second quarter of 2011 and 2010, respectively, and was $71.1 million and $20.9 million in the first quarterhalf of 2011 and 2010, respectively.

 

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

 

  Three Months (13 Weeks) Ended   Three Months (13 Weeks) Ended Six Months (26 Weeks) Ended 
  April 2, 2011 April 3, 2010   July 2, 2011 July 3, 2010 July 2, 2011 July 3, 2010 

Interest expense

  $45,633   $39,335    $ 46,159   $ 38,770   $ 91,792   $ 78,105  

Interest income

   (3,067  (1,547   (2,975  (1,448  (6,042  (2,995
         

 

  

 

  

 

  

 

 

Interest expense, net

  $42,566   $37,788    $43,184   $37,322   $85,750   $75,110  
         

 

  

 

  

 

  

 

 

 

14.

INCOME TAXES: Nucor has substantially concluded U.S. federal income tax matters for years through 2006. The 2007 through 2010 tax years are open to examination by the Internal Revenue Service. The Canada Revenue Agency is currently examining the 2006 to 2008 income tax returns for two Harris Steel entities. Management believes that the Company has adequately provided for any

13


adjustments that may arise from this audit. The tax years 2007 through 2010 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada and other state and local jurisdictions).

 

13


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):

 

  Attributable to
Nucor Corporation
 Attributable to
Noncontrolling Interests
 Total   Attributable to
Nucor Corporation
 Attributable to
Noncontrolling Interests
 Total 

Stockholders’ equity at December 31, 2010

  $7,120,070   $210,624   $7,330,694    $ 7,120,070   $ 210,624   $ 7,330,694  
            

 

  

 

  

 

 

Comprehensive income (loss):

    

Comprehensive income:

    

Net earnings

   159,841    21,281    181,122     459,614    43,086    502,700  

Net unrealized loss on hedging derivatives, net of income taxes

   (1,086  —      (1,086   (2,699  —      (2,699

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

   9,060    —      9,060     18,259    —      18,259  

Foreign currency translation gain

   64,120    6    64,126     72,638    5    72,643  
            

 

  

 

  

 

 

Total comprehensive income

   231,935    21,287    253,222     547,812    43,091    590,903  

Stock options

   3,040    —      3,040     10,571    —      10,571  

Issuance of stock under award plans, net of forfeitures

   11,156    —      11,156     16,367    —      16,367  

Amortization of unearned compensation

   500    —      500     900    —      900  

Dividends declared

   (115,327  —      (115,327   (230,772  —      (230,772

Distributions to noncontrolling interests

   —      (29,694  (29,694   —      (43,272  (43,272
            

 

  

 

  

 

 

Stockholders’ equity at April 2, 2011

  $7,251,374   $202,217   $7,453,591  

Stockholders’ equity at July 2, 2011

  $7,464,948   $210,443   $7,675,391  
  

 

  

 

  

 

 
            Attributable to
Nucor Corporation
 Attributable to
Noncontrolling Interests
 Total 

Stockholders’ equity at December 31, 2009

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

 

  

 

  

 

 

Comprehensive income (loss):

    

Comprehensive income:

    

Net earnings

   30,964    10,230    41,194     121,956    25,456    147,412  

Net unrealized loss on hedging derivatives, net of income taxes

   (22,648   (22,648   (23,265  —      (23,265

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

   6,791     6,791     16,199    —      16,199  

Foreign currency translation gain (loss)

   (1,694  7    (1,687   (50,224  6    (50,218
            

 

  

 

  

 

 

Total comprehensive income

   13,413    10,237    23,650     64,666    25,462    90,128  

Stock options

   1,436     1,436     1,855    —      1,855  

Issuance of stock under award plans, net of forfeitures

   13,936     13,936     16,791    —      16,791  

Amortization of unearned compensation

   600     600     1,200    —      1,200  

Dividends declared

   (114,275   (114,275   (228,645  —      (228,645

Distributions to noncontrolling interests

   —      (294  (294   —      (10,511  (10,511
            

 

  

 

  

 

 

Stockholders’ equity at April 3, 2010

  $7,305,636   $203,706   $7,509,342  

Stockholders’ equity at July 3, 2010

  $7,246,393   $208,714   $7,455,107  
            

 

  

 

  

 

 

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

 

  Three Months (13 Weeks) Ended   Three Months (13 Weeks) Ended Six Months (26 Weeks) Ended 
  April 2, 2011 April 3, 2010   July 2, 2011 July 3, 2010 July 2, 2011 July 3, 2010 

Net earnings

  $181,122   $41,194    $ 321,578   $ 106,218   $ 502,700   $ 147,412  

Net unrealized loss on hedging derivatives, net of income taxes

   (1,086  (22,648   (1,613  (617  (2,699  (23,265

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

   9,060    6,791     9,199    9,408    18,259    16,199  

Foreign currency translation gain (loss)

   64,126    (1,687   8,517    (48,531  72,643    (50,218
         

 

  

 

  

 

  

 

 

Comprehensive income

   253,222    23,650     337,681    66,478    590,903    90,128  

Comprehensive income attributable to noncontrolling interests

   (21,287  (10,237   (21,804  (15,225  (43,091  (25,462
         

 

  

 

  

 

  

 

 

Comprehensive income attributable to Nucor stockholders

  $231,935   $13,413    $315,877   $51,253   $547,812   $64,666  
         

 

  

 

  

 

  

 

 

 

14


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-finishedcold 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 (“DRI”) used by the steel mills; the planned DRI facility; 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, restricted cash, allowances to eliminate intercompany profit in inventory, fair value of natural gas hedges, deferred income tax assets, federal income taxes receivable, the LIFO reserve and investments in and advances to affiliates.

15


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

 

  Three Months (13 Weeks) Ended   Three Months (13 Weeks) Ended Six Months (26 Weeks) Ended 
  April 2, 2011 April 3, 2010   July 2, 2011 July 3, 2010 July 2, 2011 July 3, 2010 

Net sales to external customers:

        

Steel mills

  $3,448,197   $2,612,016    $3,569,786   $2,875,338   $7,017,983   $5,487,354  

Steel products

   732,139    561,035     875,365    737,693    1,607,504    1,298,728  

Raw materials

   527,463    396,745     555,545    504,080    1,083,008    900,825  

All other

   126,135    85,046     107,113    78,855    233,248    163,901  
         

 

  

 

  

 

  

 

 
  $4,833,934   $3,654,842    $5,107,809   $4,195,966   $9,941,743   $7,850,808  
         

 

  

 

  

 

  

 

 

Intercompany sales:

        

Steel mills

  $584,613   $366,751    $632,055   $437,019   $1,216,668   $803,770  

Steel products

   10,014    9,076     14,233    12,106    24,247    21,182  

Raw materials

   2,777,606    1,925,983     2,697,521    2,390,344    5,475,127    4,316,327  

All other

   6,425    1,927     9,926    2,813    16,351    4,740  

Corporate/eliminations

   (3,378,658  (2,303,737   (3,353,735  (2,842,282  (6,732,393  (5,146,019
         

 

  

 

  

 

  

 

 
  $—     $—      $—     $—     $—     $—    
         

 

  

 

  

 

  

 

 

Earnings (loss) before income taxes and noncontrolling interests:

        

Steel mills

  $312,578   $158,500    $626,840   $262,147   $939,418   $420,647  

Steel products

   (35,895  (67,696   (10,010  (35,295  (45,905  (102,991

Raw materials

   57,358    32,784     51,922    53,769    109,280    86,553  

All other

   3,203    2,738     1,074    1,830    4,277    4,568  

Corporate/eliminations

   (70,989  (62,290   (192,539  (126,878  (263,528  (189,168
         

 

  

 

  

 

  

 

 
  $266,255   $64,036    $477,287   $155,573   $743,542   $219,609  
         

 

  

 

  

 

  

 

 
  April 2, 2011 Dec. 31, 2010   July 2, 2011 Dec. 31, 2010     

Segment assets:

        

Steel mills

  $6,290,964   $5,969,846    $6,557,391   $5,969,846    

Steel products

   2,925,526    2,835,812     3,025,989    2,835,812    

Raw materials

   2,836,103    2,710,544     2,891,957    2,710,544    

All other

   177,137    170,174     166,908    170,174    

Corporate/eliminations

   2,114,716    2,235,534     2,091,304    2,235,534    
         

 

  

 

   
  $14,344,446   $13,921,910    $14,733,549   $13,921,910    
         

 

  

 

   

 

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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   Three Months (13 Weeks) Ended Six Months (26 Weeks) Ended 
  April 2, 2011 April 3, 2010   July 2, 2011 July 3, 2010 July 2, 2011 July 3, 2010 

Basic net earnings per share:

        

Basic net earnings

  $159,841   $30,964    $ 299,773   $90,992   $ 459,614   $ 121,956  

Earnings allocated to participating securities

   (599  (507   (1,048  (449  (1,647  (956
         

 

  

 

  

 

  

 

 

Net earnings available to common stockholders

  $159,242   $30,457    $298,725   $90,543   $457,967   $121,000  
         

 

  

 

  

 

  

 

 

Average shares outstanding

   316,595    315,461     316,811    315,849    316,702    315,653  
         

 

  

 

  

 

  

 

 

Basic net earnings per share

  $0.50   $0.10    $0.94   $0.29   $1.45   $0.38  
       

Diluted net earnings per share:

        

Diluted net earnings

  $159,841   $30,964    $299,773   $90,992   $459,614   $121,956  

Earnings allocated to participating securities

   (599  (507   (1,048  (449  (1,647  (956
         

 

  

 

  

 

  

 

 

Net earnings available to common stockholders

  $159,242   $30,457    $298,725   $90,543   $457,967   $121,000  
         

 

  

 

  

 

  

 

 

Diluted average shares outstanding:

        

Basic shares outstanding

   316,595    315,461     316,811    315,849    316,702    315,653  

Dilutive effect of stock options and other

   279    767     211    623    246    696  
         

 

  

 

  

 

  

 

 
   316,874    316,228     317,022    316,472    316,948    316,349  
         

 

  

 

  

 

  

 

 

Diluted net earnings per share

  $0.50   $0.10    $0.94   $0.29   $1.44   $0.38  
       

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.

18.SUBSEQUENT EVENTS: Two weather-related events occurred in late April and early May 2011 that have affected our operations. Although none of our operations received significant property damage, the dozens of tornadoes that devastated the South in a massive storm system at the end of April caused power outages at two of our steel mills. Our steel mill in Tuscaloosa, Alabama, had power restored within a few days of the storm and had ramped up to full operations within seven days of the storm. Our steel mill in Decatur, Alabama, has started to ramp up downstream processing but melting capacity is not expected to be restored until later in May.

The flooding of the Mississippi River is affecting two of our steel mills, Nucor-Yamato Steel Company and Nucor Steel Arkansas, and some of our scrap processing facilities of our wholly owned subsidiary, The David J. Joseph Company, located on waterways connected to the Mississippi River. The flooding is impacting our ability to move materials into and out of these facilities.

We have, to date, been able to fulfill all orders from the steel mills affected by these weather-related events either from these divisions via other modes of transportation or from other operations not affected by flooding or tornadoes. At this time, we do not expect these events to have a material impact on our second quarter results; however, if significant flooding continues on these waterways or if restoration of full power to the Decatur mill is further delayed, it could negatively affect our operating results.

 

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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 or regulations that result in greater regulation of greenhouse gas emissions that 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.

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, 2010.

Overview

Nucor and its affiliates manufacture steel and steel products. The Company also produces direct reduced iron (“DRI”) for use in the Company’s steel mills. Through The David J. Joseph Company and its affiliates (“DJJ”), the Company also processes ferrous and nonferrous metals and brokers ferrous and nonferrous metals, pig iron, hot briquetted iron (“HBI”) and DRI. Most of the Company’s operating facilities and customers are located in North America, but increasingly, Nucor is doing business outside of North America as well. The Company’s operations include several international trading companies that buy and sell steel and steel products manufactured by the Company and others. Nucor is North America’s largest recycler, using scrap steel as the primary raw material in producing steel and steel products.

Nucor reports its results in three segments: steel mills, steel products and raw materials. In the steel mills segment, Nucor produces sheet steel (hot and cold-rolled), plate steel, structural steel (wide-flange beams, beam blanks and sheet piling) and bar steel (blooms, billets, concrete reinforcing bar, merchant bar and special bar quality). Nucor manufactures steel principally from scrap steel and scrap steel substitutes using electric arc furnaces, continuous casting and automated rolling mills. The steel mills segment also includes Nucor’s equity method investments in Duferdofin Nucor and NuMit LLC. In the steel products segment, Nucor 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. In the raw materials segment, the Company produces DRI; brokers ferrous and nonferrous metals, pig iron, HBI and DRI; supplies ferro-alloys; and processes ferrous and nonferrous scrap metal.

 

1817


In January 2011, the Louisiana Department of Environmental Quality issued an air quality permit for Nucor’s DRI facility that will be located in St. James Parish, Louisiana. The permit allows for the construction and operation of two plants with a combined annual DRI production of 5,500,000 tons. Nucor broke ground on a 2,500,000-ton DRI facility in March 2011.2011, and construction of infrastructure has begun. The management team is largely in place, and purchase contracts for most of the major equipment have been issued. The majority of the equipment will begin arriving in 2012, and we are on schedule for completion of construction and beginning of start-up in mid-2013. In addition to a potential second DRI facility, future plans for the Louisiana site may include a coke plant, blast furnace, pellet plant and steel mill.

During the first quarter of 2011, theThe average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately 80%75%, 52%55% and 76%, respectively, compared with 73%, 46% and 66%74%, respectively, in the first quarterhalf of 2011, compared with 72%, 52% and 72%, respectively, in the first half of 2010. The average utilization rates in the steel mills segment in 2011 were negatively impacted by downtime caused by severe weather-related events and resulting power outages that occurred during the second quarter.

Results of Operations

Net Sales Net sales to external customers by segment for the second quarter and first quarterssix months of 2011 and 2010 were as follows (in thousands):

 

  Three Months (13 Weeks) Ended   Three Months (13 Weeks) Ended Six Months (26 Weeks) Ended 
  April 2, 2011   April 3, 2010   % Change   July 2, 2011   July 3, 2010   % Change July 2, 2011   July 3, 2010   % Change 

Steel mills

  $3,448,197    $2,612,016     32  $3,569,786    $2,875,338     24 $7,017,983    $5,487,354     28

Steel products

   732,139     561,035     30   875,365     737,693     19  1,607,504     1,298,728     24

Raw materials

   527,463     396,745     33   555,545     504,080     10  1,083,008     900,825     20

All other

   126,135     85,046     48   107,113     78,855     36  233,248     163,901     42
            

 

   

 

    

 

   

 

   

Net sales

  $ 4,833,934    $ 3,654,842     32  $5,107,809    $4,195,966     22 $9,941,743    $7,850,808     27
            

 

   

 

    

 

   

 

   

Net sales for the firstsecond quarter of 2011 increased 32%22% from the firstsecond quarter of 2010. Average sales price per ton increased 22%21% from $665$755 in the firstsecond quarter of 2010 to $809$912 in the firstsecond quarter of 2011, while total tons shipped to outside customers increased 9% over1% from the same period last year.

Net sales for the first six months of 2011 increased 27% from last year’s first six months. Average sales price per ton increased 21% from $710 in the first half of 2010 to $859 in the first half of 2011, while total tons shipped to outside customers increased 5% 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   Three Months (13 Weeks) Ended Six Months (26 Weeks) Ended 
  April 2, 2011   April 3, 2010   % Change   July 2, 2011   July 3, 2010   % Change July 2, 2011   July 3, 2010   % Change 

Steel production

   5,219     4,712     11   4,667     4,648     —      9,886     9,360     6
            

 

   

 

    

 

   

 

   

Outside steel shipments

   4,418     4,066     9   4,052     3,922     3  8,470     7,988     6

Inside steel shipments

   782     640     22   812     675     20  1,594     1,315     21
            

 

   

 

    

 

   

 

   

Total steel shipments

   5,200     4,706     10   4,864     4,597     6  10,064     9,303     8
            

 

   

 

    

 

   

 

   

Net sales for the steel mills segment increased 32% over24% from the firstsecond quarter of 2010 due to a 9%the 3% increase in tons sold to outside customers andcombined with a 23%21% increase in the average sales price per ton from $643$734 to $789.$891. Average selling prices benefited from contract sales at our sheet mills, which are primarily priced on an index. The recoveryindex tends to lag spot-market pricing, and therefore reduced first quarter pricing below the spot market as prices were rising, and boosted second quarter pricing as sheet mill pricing began to fall late in the markets for products produced by the steel mills segment has been uneven between the industrial/energy sectors and the residential/non-residential construction sector.second quarter. Although residential and non-residential construction activity remains weak,markets continue to suffer from recessionary levels of demand, for the steel mills’ products improvedthey are slowly improving. Demand in the first quarter in several other important markets. These markets includesuch as energy, heavy equipment, agriculture, truck trailers and bridge-building. Increased demandbridge-building remains steady. Demand in these markets contributed to increased pricing and volume in the steel mills segment in the firstsecond quarter.

In general, there has been a gradual and consistent improvement in real demand for steel oversince the past 18 months. Supply chain restocking added to this improvement in demand inbeginning of the firstfourth quarter as many customers with low inventories accelerated purchases in response to a trend of higher scrap prices that began in late 2010.2009.

 

1918


TonnageThe 28% increase in sales from the first half of 2010 to the first half of 2011 in the steel mills segment was attributable to the 6% increase in tons sold to outside customers combined with a 22% increase in the average sales price per ton from $687 to $838.

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

 

  Three Months (13 weeks) Ended   Three Months (13 weeks) Ended Six Months (26 weeks) Ended 
  April 2, 2011   April 3, 2010   % Change   July 2, 2011   July 3, 2010   % Change July 2, 2011   July 3, 2010   % Change 

Joist production

   67     59     14   70     72     -3  137     131     5

Deck sales

   72     68     6   79     81     -2  151     149     1

Cold finish sales

   134     111     21   129     117     10  263     228     15

Fabricated concrete reinforcing steel sales

   221     194     14   275     266     3  496     460     8

The 30%19% increase in the steel products segment’s sales fromfor the firstsecond quarter of 2010 was due to a 13%3% increase in volume and a 16% increase in the average sales price per ton from $1,131$1,174 to $1,274$1,361. The 24% increase in the steel product segment’s sales for the first half of the year was attributable to the 14% increase in the average sales price per ton from $1,155 to $1,320, and a 16%9% increase in volume. While both volumes and pricing of cold-finished bar products and rebar fabricated products improved over the prior year quarter and first half, sales in the steel products segment remain depressed due to the continued weaknessdepressed levels of demand in the non-residential construction market. However, this market has stabilized and is slowly improving. Sales of cold-finished bar products contributed most significantly to the increases in volumes and prices, due to improved demand in the heavy equipment and transportation markets.

TheNet sales for the raw materials segment increased 33% from10% over the prior year quarter and increased 20% over the prior year first quarter of 2010 primarily because of increases in pricing drivenhalf due to increased average sales price per ton partially offset by increased demand.decreased volume. In the firstsecond quarter of 2011, approximately 85%86% of outside sales in the raw materials segment were from the brokerage operations of DJJ and approximately 13% of the outside sales were from the scrap processing facilities (90% and 10%, respectively, in the second quarter of 2010). In the first half of 2011, approximately 86% of outside sales in the raw materials segment were from the brokerage operations of DJJ and approximately 14% of the outside sales were from the scrap processing facilities (88%(89% and 12%11%, respectively, in the first quarterhalf of 2010).

The “All other” category includes theNucor’s steel trading businesses. The periodquarter over periodquarter increase in sales is due to an increased sales price per ton. The year over year increase in sales is due to demand-driven increases in both pricingvolume and volume.pricing.

Gross Margins For the firstsecond quarter of 2011, , Nucor recorded gross margins of $438.4$666.2 million (9%(13%), compared to $212.8$308.0 million (6%(7%) in the firstsecond quarter of 2010. The year-over-year increases in dollar and gross margin percentage increases were primarily the result of a 22%the 21% increase in the average sales price per ton and a 9% increase in total shipments to outside customers.ton. Additionally, the gross margin was impacted by the following factors:

 

In the steel mills segment, the average scrap and scrap substitute cost per ton used increased 33%19% from $318$373 in the firstsecond quarter of 2010 to $424$444 in the firstsecond quarter of 2011 and increased 18% from $359 in the fourth quarter of 2010;2011; however, metal margin dollars also increased. Metal margin is themargins (the difference between the selling price of steel and the cost of scrap and scrap substitutes.substitutes) also increased. This metal margin expansion demonstrated our historical experience of rising scrap prices leading, after a short lag, to higher metal margins. Metal margins for the monthsecond quarter of March 2011 were at their highest level attained since 2008. We expect changes inUnder current conditions, we do not anticipate any severe upward pressure on scrap costs in the second quarterthird quarter; however, excess supply in the sheet market is pressuring selling prices and margins. In addition to be more moderate than those experienced at the endnew domestic capacity, imports of 2010sheet steel have increased significantly, which further pressures prices and beginning of 2011.margins.

 

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 $31.0 million in the first quarter of 2011, compared with a charge of $24.0 million in the first

19


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 $32.0 million in the second quarter of 2011, compared with a charge of $67.0 million in the second quarter of 2010. The current year LIFO charge reflects management’s expectations of increasing costs and quantities in inventory at December 31, 2011 relative to prior year-end.

Pre-operating and start-up costs of new facilities were $31.4 million in the second quarter of 2011 compared to $43.4 million in the second quarter of 2010. In 2011, these costs related to several projects, primarily the galvanizing line in Decatur, Alabama and the Castrip facility in Blytheville, Arkansas. The decrease in pre-operating and start-up costs was due to the improved performance at the special bar quality (“SBQ”) mill in Memphis, Tennessee and the wire rod products mill in Kingman, Arizona.

Energy costs increased $3 per ton from the prior year period mainly as a result of higher energy unit costs.

For the first half of 2011, Nucor recorded gross margins of $1.10 billion (11%), compared to $520.8 million (7%) in the first half of 2010. The year-over-year dollar and gross margin percentage increases were the result of a 21% increase in the average sales price per ton and the 5% increase in total shipments to outside customers. Additionally, the gross margin was impacted by the following factors:

In the steel mills segment, the average scrap and scrap substitute cost per ton increased 26% from $345 in the first half of 2010 to $433 in the first half of 2011; however, metal margin dollars also increased.

Gross margin was negatively impacted by a LIFO charge of $63.0 million in the first half of 2011, compared with a charge of $91.0 million in the first half of 2010.

 

Pre-operating and start-up costs of new facilities were $27.9$59.3 million in the first quarterhalf of 2011 compared with $50.5to $93.9 million in the first quarterhalf of 2010. In 2011, these costs related to several projects, the largest of which was the galvanizing line in Decatur, Alabama. The decrease in pre-

20


operating and start-up costs was due to the improved performance at the special bar quality (“SBQ”) mill in Memphis, Tennessee and the wire rod products mill in Kingman, Arizona. Both of these facilities delivered their first quarter of profits since start-up and are no longer included in pre-operating and start-up costs.

 

Energy costs decreased approximatelyincreased $1 per ton from the prior year period due to efficiency improvements derived from increased utilization rates across all product lines in the steel mills segment.mainly as a result of higher energy unit costs.

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 7% from the first quarter of 2010, unitTotal freight costs decreased approximately 5%2% from the prior year quarter, primarilywhile unit freight costs increased 1%. Total freight costs increased 2% from the first six months of 2010, while unit freight costs decreased 2% due to efficiencies created byfrom increased shipments. Profit sharing costs for the second quarter, which are based upon and fluctuate with pre-tax earnings, increased almost four-foldthree-fold over 2010 due to Nucor’s increased profitability.profitability, and more than tripled from the first six months of 2010.

Equity in LossesEarnings (Losses) of Unconsolidated AffiliatesEquity method investment earnings were $1.3 million in the second quarter of 2011, compared with losses includingof $7.4 million in the second quarter of 2010. Equity method losses were $2.9 million and $25.7 million in the first half of 2011 and 2010, respectively. Included in equity method earnings (losses) are amortization expense and other purchase accounting adjustments, were $4.2 million and $18.4 million in the first quarter of 2011 and 2010, respectively.adjustments. The decrease in the equity method investment losses is primarily due to reduced losses at Duferdofin Nucor S.r.l combined with earnings generated by NuMit LLC, of which Nucor acquired a 50% interest in the second quarter of 2010. The markets served by Duferdofin Nucor have been negatively affected by the global economic recession and lower-priced imports from foreign steel producers receiving government subsidies. In spite of the challenges within these markets, Duferdofin Nucor’s results have improved from the second quarter and first quarterhalf of 2010 to the first quarterprimarily because of 2011 due to increasesoperational cost improvements, combined with slight improvements in both average sales prices and sales tons.prices.

Interest Expense Net interest expense for the second quarter and first quartersix months of 2011 and 2010 was

20


as follows (in thousands):

 

  Three Months (13 Weeks) Ended   Three Months (13 Weeks) Ended Six Months (26 Weeks) Ended 
  April 2, 2011 April 3, 2010   July 2, 2011 July 3, 2010 July 2, 2011 July 3, 2010 

Interest expense

  $ 45,633   $ 39,335    $46,159   $38,770   $91,792   $78,105  

Interest income

   (3,067  (1,547   (2,975  (1,448  (6,042  (2,995
         

 

  

 

  

 

  

 

 

Interest expense, net

  $42,566   $37,788    $43,184   $37,322   $85,750   $75,110  
         

 

  

 

  

 

  

 

 

GrossIn the second quarter of 2011, gross interest expense increased 16%19% over the prior year primarily due to a 39% increase in average debt outstanding, partially offset by a 14%16% decrease in the average interest rate. Gross interest income almostmore than doubled because of a significant increase in average investments.

Gross interest expense increased 18% from the first half of 2010 to the first half of 2011 due to a 39% increase in average debt outstanding, partially offset by a 15% decrease in the average interest rate. Gross interest income more than doubled because of a significant increase in average investments.

Earnings Before Income Taxes and Noncontrolling InterestsEarnings before income taxes and noncontrolling interests by segment for the second quarter and first quarterssix months of 2011 and 2010 were as follows (in thousands):

 

   Three Months (13 Weeks) Ended 
   April 2, 2011  April 3, 2010 

Steel mills

  $ 312,578   $ 158,500  

Steel products

   (35,895  (67,696

Raw materials

   57,358    32,784  

All other

   3,203    2,738  

Corporate/eliminations

   (70,989  (62,290
         
  $266,255   $64,036  
         

   Three Months (13 Weeks) Ended  Six Months (26 Weeks) Ended 
   July 2, 2011  July 3, 2010  July 2, 2011  July 3, 2010 

Steel mills

  $626,840   $262,147   $939,418   $420,647  

Steel products

   (10,010  (35,295  (45,905  (102,991

Raw materials

   51,922    53,769    109,280    86,553  

All other

   1,074    1,830    4,277    4,568  

Corporate/eliminations

   (192,539  (126,878  (263,528  (189,168
  

 

 

  

 

 

  

 

 

  

 

 

 
  $477,287   $155,573   $743,542   $219,609  
  

 

 

  

 

 

  

 

 

  

 

 

 

21In the second quarter of 2011, earnings before income taxes and noncontrolling interests in the steel mills segment more than doubled from the prior year quarter because of increased sales prices and the resulting higher metal margins. Decreased pre-operating and start-up costs and the return to profitability of Nucor’s unconsolidated affiliates (in the aggregate) also contributed to the increase.


Earnings before income taxes and noncontrolling interests in the steel mills segment almostalso more than doubled from the first quarterhalf of last year2010 to the first half of 2011 because of increased utilization rates, higher sales prices and metal margins, and decreased pre-operating and start-up costs. Improvementscosts and decreased losses from unconsolidated affiliates. Steady-to-improving demand in real demandseveral key end-use markets such as energy, transportation, water heaters, HVAC and heavy equipment contributed to increased pricing and volume in this segment.

In the steel products segment, losses before income taxes and noncontrolling interests decreased from the second quarter and first quarterhalf of 2010. DemandOur downstream fabricated construction products continued to operate in thisvery depressed markets, which remain challenging but are slowly improving. The strongest performer in the steel products segment remains depressedcontinues to be the cold-finished business due to continued weaknessimproved demand in the non-residential construction market. Improvements in volumeheavy equipment and sales prices were partially offset by margin compression caused by increased scrap costs.transportation markets.

The profitability of our raw materials segment, particularly The David J. Joseph Company,DJJ, increased significantly over the first quarter of 2010 and the fourth quarter of 2010 primarily due to risingincreased average sales prices in the scrap prices.market. This increase was offset in the second quarter by a $6.2 million decrease in gains on commodity contracts.

Noncontrolling InterestsNoncontrolling 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

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noncontrolling interests wasis primarily attributable to the increased earnings of NYS, which were due to the improvements in the structural steel market. Under the NYS limited partnership agreement, the minimum amount of cash to be distributed each year to the partners is the amount needed by each partner to pay applicable U.S. federal and state income taxes. In the first quarterhalf of 2011, the amount of cash distributed to noncontrolling interest holders exceeded the earnings attributableamounts 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.

Provision for Income TaxesNucor had an effective tax rate of 32.0%32.6% in the firstsecond quarter of 2011 compared with 35.7%31.7% in the second quarter of 2010. The effective tax rate in the first quartersix months of 2011 was 32.4% compared with 32.9% in the first six months of 2010. The expected rate for the full year of 2011 will be approximately 32.0% compared with 22.8% for the full year of 2010. The changes in the raterates between the periods are primarily due to the changes in relative proportions of net incomeearnings or loss attributable to equity method investmentsnoncontrolling interests to total pre-tax income.earnings. We estimate that in the next twelve months, our gross uncertain tax positions, exclusive of interest, could decrease by as much as $8.9 million, as a result of the expiration of the statute of limitations. Nucor has substantially concluded U.S. federal income tax matters for the years through 2006. The 2007 through 2010 tax years are open to examination by the Internal Revenue Service. The Canada Revenue Agency is currently examining the 2006 to 2008 income tax returns for two Harris Steel entities. Management believes that the Company has adequately provided for any adjustments that may arise from this audit. The tax years 2007 through 2010 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada and other state and local jurisdictions).

Net Earnings and Return on Equity Nucor reported net earnings of $299.8 million, or $0.94 per diluted share, in the second quarter of 2011 compared to net earnings of $91.0 million, or $0.29 per diluted share, in the second quarter of 2010. Net earnings attributable to Nucor stockholders as a percentage of net sales were 6% in the second quarter of 2011 and 2% in the second quarter of 2010.

Nucor reported consolidated net earnings of $159.8$459.6 million, or $0.50$1.44 per diluted share, in the first quarterhalf of 2011, compared to consolidated net earnings of $31.0$122.0 million, or $0.10$0.38 per diluted share, in the first quarterhalf of 2010. Net earnings attributable to Nucor stockholders as a percentage of net sales were 3%5% and 2%, respectively, in the first quarterhalf of 2011 and 1% in the first quarter of 2010. Return on average stockholders’ equity was 9%approximately 13% and 2%3% in the first quarterhalf of 2011 and 2010, respectively.

Outlook ProfitabilityAs we expected, our profitability significantly improved significantly as we progressed throughfrom the first quarter as utilization rates increased andto the second quarter, as price increases for steel mill products caught up with higher raw material costs. Although weDemand in end markets such as automotive, heavy equipment, energy and general manufacturing continues to incrementally improve, benefiting special bar quality, sheet and plate products. However, new domestic supply in the sheet market and increases in imports of sheet steel are seeing some signsputting significant pressure on prices and margins. Unless the dynamics of supply, demand and pricing reverse themselves, the sheet market weakness that may negatively impact results nearwill be the end ofmost challenging for the second quarter,industry in the third quarter. Accordingly, we expect secondthird quarter results to be an improvement over the first quarter. We continue to see slow, steady improvement in real demand in certain end markets. This is most evident in products sold to the manufacturing/industrial sector, including special bar quality products, sheet and plate. We are keeping a watchful eye on imports as any measurable increase in import levels will be a threat to current market stability, particularly in the sheet markets. The most challenging markets for our products continuelower than second quarter, but by how much remains to be thoseseen. The markets associated with residential and non-residential construction.construction are not robust; however, they are stable and slowly improving.

Nucor’s largest exposure to market risk is via our steel mills and steel products segments. Our largest single customer in the first quarterhalf of 2011 represented approximately 5% of sales and consistently pays

22


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.

Liquidity and capital resourcesCapital Resources

Cash provided by operating activities was $47.5$292.7 million in the first quarterhalf of 2011, compared with cash used byin operating activities of $3.0$293.8 million in the first quarterhalf of 2010. The increase in cash provided by operating activities is driven primarily by the 241% increase in net earnings period over period was partially offsetand a decrease in cash used by operating activities related to changes in operating assets and liabilities of $(296.3)$275.2 million period over period. The changes in the current year quarter compared with $(221.6) millionoperating assets and liabilities were primarily driven by

22


an increase in the prior year quarter. The funding of working capital (primarily accounts receivablefederal income taxes payable and inventories) increaseda decrease in the first quarter of 2011 due to the higher levels of operations when compared to the prior year quarter, combined with rising sales pricesdeposits and raw material costs.prepaid expenses.

The current ratio was 3.53.4 at the end of the firstsecond quarter of 2011 and 3.9 at year-end 2010. Accounts receivable and inventories increased 18%28% and 26%43%, respectively, since year-end, while quarterly net sales increased 25%33% from the fourth quarter of 2010.2010. The increases in accounts receivable and inventories are due to higher sales prices and the increased unit cost of raw materials in the current year as compared to the fourth quarter of 2010, combined with increased volumes. In the first quartersix months of 2011, 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. The current ratio was also impacted by the 24%28% increase in accounts payable, which is primarily attributable to the increased cost of raw materials combined with the 17%4% increase in steel production over last year’s fourth quarter. In addition, profit sharing and bonus accruals and taxes payable increased due to the Company’s increased profitability.

Cash used in investing activities decreased $169.9$519.0 million over the prior year period primarily due to decreased investments in and advances to affiliates of $352.6 million. In 2010, investments in and advances to affiliates related mainly to NuMit LLC and Duferdofin Nucor S.r.l. Also, Nucor had decreased net purchases of short-term investments and no acquisitions during the first six months of 2011.

Cash used in financing activities increased $24.9 million from the prior year period primarily due to decreased purchases of short-term investments. Also, Nucor had no acquisitions during the first quarter of 2011, but had several small acquisitions in the first quarter of 2010 totaling $55.7 million.

Cash used in financing activities increased $33.8 million from the prior year period primarily due to increased 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 $2.3$2.28 billion as of AprilJuly 2, 2011, and an additional $576.5$576.6 million of restricted cash is available for use in the construction of the DRI facility in Louisiana. Our $1.3 billion revolving credit facility is undrawn and does not expire until November 2012, and 79% 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 carry the highest credit ratings of any metals and mining company in North America, with an A rating from Standard and Poor’s and an A2 rating from 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 if 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 AprilJuly 2, 2011, our funded debt to total capital ratio was 36%, and we were in compliance with all other covenants under our credit facility. No borrowings were outstanding under the credit facility as of AprilJuly 2, 2011.

In challenging 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 spending on our facilities to very low levels, but still allowallows us to allocate capital to investments that will build our long-

23


termlong-term earnings power. Capital expenditures increased 77%30% from $54.2$163.2 million during the first quarterhalf of 2010 to $96.0$212.9 million in the first quarterhalf of 2011. Capital expenditures for 2011 are projected to be approximately $500 million.million compared to $345.3 million in 2010.

In FebruaryJune 2011, Nucor’s board of directors declared a quarterly cash dividend on Nucor’s common stock of $0.3625 per share payable on MayAugust 11, 2011 to stockholders of record on March 31,June 30, 2011. This dividend is Nucor’s 152153ndrd consecutive quarterly cash dividend.

Funds provided from operations, cash and cash equivalents, short-term investments and new

23


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.

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, 2010.

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 AprilJuly 2, 2011, accumulated other comprehensive income (loss) includes $60.9included $53.3 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- taxpre-tax income of a hypothetical change in the fair value of derivative instruments outstanding at AprilJuly 2, 2011, 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   10% Change   25% Change 

Natural gas

  $8,400    $21,000    $6,000    $15,100  

Aluminum

   8,016     20,040    $7,137    $17,842  

Copper

   41     103    $1,160    $2,899  

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.

 

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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 were effective as of the evaluation date.

Changes in Internal Control Over Financial Reporting – There were no changes in our internal control over financial reporting during the quarter ended AprilJuly 2, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 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

  1210

  ComputationForm of Ratio of Earnings to Fixed ChargesStock Option Award Agreement

    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 April 2, 2011, filed on May 11, 2011, 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.

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: May 11, 2011

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NUCOR CORPORATION

List of Exhibits to Form 10-Q – April 2, 2011

Exhibit No.

Description of Exhibit

  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 AprilJuly 2, 2011, filed on May 11,August 10, 2011, 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.Statements

25


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: August 10, 2011

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NUCOR CORPORATION

List of Exhibits to Form 10-Q – July 2, 2011

Exhibit No.

Description of Exhibit

  10Form of Stock Option Award Agreement
  12Computation of Ratio of Earnings to Fixed Charges
  31Certification 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
  31.1Certification 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
  32Certification 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
  32.1Certification 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
101Financial statements from the quarterly report on Form 10-Q of Nucor Corporation for the quarter ended July 2, 2011, filed on August 10, 2011, 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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