Third Quarter 2009

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended OctoberApril 3, 20092010

Commission file number 1-4119

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

(704) 366-7000

(Registrant’s telephone number, including area code)

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

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

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

314,813,390315,125,260 shares of common stock were outstanding at OctoberApril 3, 2009.2010.

Nucor Corporation

Form 10-Q

OctoberApril 3, 20092010

INDEX

PART I. FINANCIAL INFORMATION

Nucor Corporation Condensed Consolidated Statements of Earnings (Unaudited)

(In thousands, except per share amounts)

See notes to condensed consolidated financial statements.

Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

See notes to condensed consolidated financial statements.

Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

See notes to condensed consolidated financial statements.

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

Recently Adopted Accounting Pronouncements - In January 2009,2010, Nucor adopted accounting guidance that amends current accounting and reporting forregarding the consolidation of variable interest entities (“VIEs”). The new guidance requires a noncontrollingqualitative approach to identifying a controlling financial interest in a subsidiaryVIE, and requires ongoing reassessments of whether an entity is a VIE and whether an entity is the deconsolidationprimary beneficiary of a subsidiary. Upon adoptionVIE. Adoption of this guidance, noncontrolling interest of $327.5 million was reclassified to equity as of December 31, 2008 andaccounting standard had no impact on Nucor’s consolidated financial statements during the corresponding earnings attributable to noncontrolling interests for the periodsthree months ended September 27, 2008 have been presented as reconciling items in the condensed consolidated statements of earnings. In January 2009, Nucor adopted accounting guidance that provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid, are participating securities and shall be included in the computation of both basic and diluted earnings per share. The impact to diluted and basic earnings per share for the prior year periods due to adoption of this guidance was not significant.April 3, 2010.

In the second quarter of 2009,January 2010, Nucor adopted accounting guidance that requires disclosures aboutan entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value of financial instruments for publicly traded companies for both interimmeasurements and annual periods. This provision did not have a material impact on Nucor’s consolidated financial statements. See Note 8, “Fair Value Measurements,”describe the reasons for the relevant disclosures.

Also in the second quarter of 2009, Nucor adopted a new accounting standard that establishes the accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This accounting standard requires the disclosure of the date through which an entity has evaluated subsequent events. See Note 1, “Basis of Interim Presentation,” for the relevant disclosures. The adoptiontransfers. Adoption of this accounting standard did not have a material impact on Nucor’s consolidated financial statements.

In June 2009, the Financial Accounting Standards Board (FASB) issued guidance codifying generally accepted accounting principles in the United States (GAAP). While the guidance was not intended to change GAAP, it did change the way the Company references authoritative literature. The Company has adopted this authoritative guidance as of October 3, 2009.

Recently Issued Accounting Pronouncements - In June 2009,January 2010, the FASBFinancial Accounting Standards Board issued authoritative guidance regarding financialchanges to disclosure requirements for fair value measurements. For fair value measurements using significant unobservable inputs (Level 3), the changes require a reporting by enterprises involved with variable interest entities. This standard becomesentity to present separate information about gross purchases, sales, issuances and settlements. These changes are effective for Nucor in the first quarter of 2010. Management is currently evaluating the impactbeginning January 2011. The adoption of this standard.guidance is not expected to have an impact on the consolidated financial statements.

Inventories valued using the last-in, first-out (LIFO) method of accounting represent approximately 49%47% of total inventories as of OctoberApril 3, 2009 (65%2010 (48% as of December 31, 2008)2009). If the first-in, first-out (FIFO) method of accounting had been used, inventories would have been $573.4

$480.4 million higher at OctoberApril 3, 20092010 ($923.4456.4 million higher at December 31, 2008)2009). Use of the lower of cost or market methodmethodology reduced inventories by $11.8$4.6 million at OctoberApril 3, 20092010 ($51.39.2 million at December 31, 2008)2009).

During the third quarter, $12.3 million of costs related to an ongoing project that were capitalized in the first quarter were expensed. Based upon management’s evaluation of this out-of-period adjustment, it was not considered material to either period.

During the second quarter of 2009, $35.3 million of the goodwill originally allocated to the steel products segment and $24.7 million of the goodwill originally allocated to the steel trading businesses included in the “all other” category for the 2008 acquisition of Ambassador Steel Corporation was reallocated to the steel mills segment, for a total of $60.0 million. The reallocation was made on the basis that expected cost synergies will benefit the steel mills.

Nucor completed its annual goodwill impairment testing during the fourth quarter of 2008. Based on the results of that evaluation, the Company2009 and concluded that there was no impairment of goodwill for any of itsour reporting units. The annual evaluation performed in 20082009 used forward-looking projections and included significant expected improvements in the future cash flows of the Company’stwo of Nucor’s reporting units. Based on an ongoing evaluation of relevant facts and circumstances, including recent performance below projected results, the Company reevaluated theunits, Buildings Group and Cold FinishSteel Trading. As a result of the global economic recession, operating results of each of these reporting units duringdeclined significantly in the secondfourth quarter of 20092008 and determined that there was no goodwill impairment at that time. Further interim testing for goodwill impairment was not deemed necessary during the third quarter. However, all reportingremained depressed throughout 2009. Nucor expects operating results of these two units will be subject to the required annual impairment test during the fourth quarter.improve when general economic conditions improve. If ourNucor’s assessment of the relevant facts and circumstances changes, economic conditions fail to improve, or actual performance in any of these reporting units falls short of projectedexpected results, noncash impairment charges may be required. Total goodwill amounts associated with the Buildings Group and Cold FinishSteel Trading reporting units as of OctoberApril 3, 20092010 were $165.3 million and $43.1$88.9 million, respectively. An impairment of goodwill may also lead Nucor to record an impairment of other intangible assets. Total finite-lived intangible assets associated with the Buildings Group and Steel Trading reporting units as of April 3, 2010 were $90.8 million and $13.4 million, respectively.

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 3, 2010						December 31, 2009
		Gross Amount			Accumulated Amortization			Gross Amount			Accumulated Amortization
Customer relationships		$	942,301		$	158,697		$	922,839		$	142,886
Trademarks and trade names			123,117			14,737			122,136			13,159
Other			27,869			14,710			27,869			13,877
		$	1,093,287		$	188,144		$	1,072,844		$	169,922

Intangible asset amortization expense for the first quarter of 2010 and 2009 was $18.2 million and $18.1 million, and $19.0 million in the third quarter of 2009 and 2008, respectively, and $54.1 million and $51.1 million in the first nine months of 2009 and 2008, respectively. Annual amortization expense is estimated to be $71.3 million in 2009; $68.8$68.6 million in 2010; $65.8$64.3 million in 2011; $62.7$61.3 million in 2012; and $59.3$57.8 million in 2013.2013; and $55.7 million in 2014.

Nucor’s most significant equity method investment includesIn 2008, Nucor acquired a 50% economic and voting interest in Duferdofin-NucorDuferdofin Nucor S.r.l., aan Italian steel manufacturer with three structural mills located in Italy.manufacturer. Nucor accounts for the investment in Duferdofin-NucorDuferdofin Nucor (on a one-month lag basis) under the equity method, as control and risk of loss are shared equally between the partners. Duferdofin-Nucor losses attributable to Nucor included a pre-tax charge to write down inventories to the lower of cost or market of $45.8 million in the first nine months of 2009.members.

Nucor’s investment in Duferdofin-NucorDuferdofin Nucor at OctoberApril 3, 20092010 was $547.8$546.6 million ($581.9534.0 million at December 31, 2008)2009). Nucor’s 50% share of the total net assets of Duferdofin-Nucor on a historical basisDuferdofin Nucor was $42.2$83.3 million at OctoberApril 3, 2009,2010, resulting in a basis difference of $505.6$463.3 million due to the step-up to fair value of certain assets and liabilities attributable to Duferdofin-NucorDuferdofin Nucor as well as the identification of goodwill ($231.6325.2 million) and definite-livedfinite-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 was $5.9 million and $12.3 million in the first quarter of 2010 and 2009, respectively.

As

During the first quarter of October 3, 2009,2010, Duferdofin Nucor heldrepaid €35 million ($48.9 million as of the payment date) of notes receivable from Duferdofin-Nucorthat were outstanding with Nucor as of December 31, 2009. Nucor then contributed additional capital in the form of equity of €45 million ($63.7 million as of the contribution date) to the joint venture. Also, Nucor issued an additional note receivable to Duferdofin Nucor with a notional value of 35€10 million Euro ($50.9 million)13.5 million as of April 3, 2010). The notesnote receivable bearbears interest at the twelve-month Euro Interbank Offered Rate (Euribor) as of the date of the notesnote plus 1% per year. The interest rates wererate will reset on September 30, 20092010 to the Euribor twelve month rate as of that date plus 1% per year. The principal amount of 9 million Euros ($13.1 million) is due on April 30, 2011. The remaining principal amount of 26 million Euros ($37.8 million) is due on MayJanuary 31, 2011.2016. Accordingly, the notesnote receivable have beenwas classified in other assets in the condensed consolidated balance sheet.sheets as of April 3, 2010.

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

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 OctoberApril 3, 2009,2010, natural gas swaps covering 40.528.5 million MMBTUs (extending through December 2012) and foreign currency contracts with a notional value of $25.7$4.9 million (extending through May 2010) were outstanding.

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

Fair ValueValues of Derivative Instruments

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

		Statement of Earnings Location		Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)								Amount of Gain or (Loss) Reclassified from Accumulated OCI into Earnings (Effective Portion)								Amount of Gain or (Loss) Recognized in Earnings on Derivative (Ineffective Portion)
Derivatives in Cash				Three Months (13 weeks) Ended								Three Months (13 weeks) Ended								Three Months (13 weeks) Ended
Flow Hedging Relationships				April 3, 2010				April 4, 2009				April 3, 2010				April 4, 2009				April 3, 2010			April 4, 2009
Commodity contracts		Cost of products sold		$	(22,648	)		$	(36,130	)		$	(6,791	)		$	(9,139	)		$	100		$	(2,700	)

Derivatives Not Designated as Hedging Instruments

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

The fair value of long-term debt, including current maturities, was approximately $3.36$3.27 billion at OctoberApril 3, 20092010 ($3.133.30 billion at December 31, 2008)2009). The fair value estimates were based on readily available market prices of our debt at OctoberApril 3, 20092010 and December 31, 2008,2009, or similar debt with the same maturities, rating and interest rates.

Nucor is subject to environmental lawshas 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 regulations established by federal, state and local authorities and makes provisionother steel purchasers in the United States District Court for the estimated costs relatedNorthern District of Illinois. The cases are filed as class actions. The plaintiffs allege that from January 2005 to compliance. Of the undiscounted totalpresent, eight steel manufacturers, including Nucor, engaged in anticompetitive activities with respect to the production and sale of $38.3 million of accrued environmental costs at October 3, 2009 ($27.1 million at December 31, 2008), $19.3 million was classified in accrued expensessteel. The plaintiffs seek monetary and other current liabilities ($16.1 millionrelief. Although we believe the plaintiffs’ claims are without merit and will vigorously defend against them, we cannot at December 31, 2008) and $19.0 million was classified in deferred credits and other liabilities ($11.0 million at December 31, 2008).this time predict the outcome of this litigation or determine Nucor’s potential exposure.

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

As of March 1, 2006, all outstanding options were vested; therefore, no compensation expense related to stock options was recorded in the first nine monthsquarters of 20092010 or 2008.2009. The amount of cash received fromfor the exercise of stock options totaled $2.1$1.5 million and $3.6$1.0 million in the thirdfirst quarter of 2010 and first nine months of 2009, respectively.

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

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

A summary of Nucor’s restricted stock activity under the AIP and LTIP for the first nine monthsquarter of 20092010 is as follows (shares in thousands):

Compensation (income) expense for common stock and common stock units awarded under the AIP and LTIP is recorded over the performance measurement and vesting periods based on the anticipated number and market value of shares of common stock and common stock units to be awarded. Compensation expense for anticipated awards based upon Nucor’s financial performance, exclusive of amounts payable in cash, was $1.9 million and ($1.7)$1.4 million in both the thirdfirst quarter of 20092010 and 2008, respectively, and was $5.2 million and $7.7 million in the first nine months of 2009 and 2008, respectively.2009. At OctoberApril 3, 2009,2010, unrecognized compensation expense related to unvested restricted stock was $3.6$3.2 million, which is expected to be recognized over a weighted-average period of 1.51.7 years.

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

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

The fair value of the RSUs is determined based on the closing stock price of Nucor’s common stock on the day before the grant. A summary of Nucor’s restricted stock unit activity for the first nine monthsquarter of 20092010 is as follows (shares in thousands):

Compensation expense for RSUs was $9.9 million and $9.0 million in the thirdfirst quarter of 2009 and 2008, respectively, and was $38.2 million and $30.72010 ($8.8 million in the first nine monthsquarter of 2009 and 2008, respectively.2009). As of OctoberApril 3, 2009,2010, unrecognized compensation expense related to nonvestedunvested RSUs was $61.2$43.7 million, which is expected to be recognized over a weighted-average period of 21.6 years.

The Internal Revenue Service (“IRS”) is currently examining Nucor’s 2005 and 2006 federal income tax returns. Management believes that the Company has adequately provided for any adjustments that may arise from this audit. Nucor has concluded U.S. federal income tax matters for years through 2004. The 2007 and 2008 tax years are open to examination by the IRS. The tax years 2003 through 2008 remain open to examination by other major taxing jurisdictions to which Nucor is subject.

14.

STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME: The following table reflectstables reflect the changes in stockholders’ equity attributable to both Nucor Corporation and the noncontrolling interests of Nucor’s joint ventures: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
Stockholders’ equity at December 31, 2008		$	7,929,204			$	327,477			$	8,256,681
Comprehensive income (loss):
Net loss			(189,645	)			(880	)			(190,525	)
Net unrealized loss on hedging derivatives, net of income taxes			(36,130	)							(36,130	)
Reclassification adjustment for loss on settlement of hedging derivatives included in net income, net of income taxes			9,139								9,139
Foreign currency translation loss			(31,802	)			(20	)			(31,822	)
Total comprehensive loss			(248,438	)			(900	)			(249,338	)
Stock options exercised			1,053								1,053
Issuance of stock under award plans, net of forfeitures			15,455								15,455
Amortization of unearned compensation			600								600
Dividends declared			(110,624	)							(110,624	)
Distributions to noncontrolling interests			—				(49,339	)			(49,339	)
Stockholders’ equity at April 4, 2009		$	7,587,250			$	277,238			$	7,864,488

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

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

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