UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

   
       

 

 

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported)

October 21, 2004

 

 

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware   1-4119   13-1860817

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 

2100 Rexford Road, Charlotte, North Carolina   28211
(Address of principal executive offices)   (Zip Code)

 

 

Registrant’s telephone number, including area code

(704) 366-7000

 

 

N/A
(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Item 2.02. Results of Operations and Financial Condition

 

On October 21, 2004, Nucor Corporation issued a news release reporting its financial results for the fiscal quarter and nine months ended October 2, 2004. A copy of the news release is attached hereto as Exhibit 99.1.

 

Item 9.01. Financial Statements and Exhibits

 

  (c) Exhibits

 

99.1 News Release of Nucor Corporation, issued October 21, 2004

 

2


SIGNATURES

 

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

 

NUCOR CORPORATION

By:

 

/s/ Terry S. Lisenby


   

Terry S. Lisenby

   

Chief Financial Officer, Treasurer and

Executive Vice President

 

Dated: October 21, 2004

 

3


INDEX TO EXHIBITS

 

Exhibit No.

 

Description


99.1   News Release of Nucor Corporation, issued October 21, 2004

 

4

News Release

Exhibit 99.1

 

LOGO    News Release

 

NUCOR REPORTS RECORD RESULTS FOR FIRST NINE MONTHS AND THIRD QUARTER OF 2004

 

CHARLOTTE, NORTH CAROLINA, October 21, 2004 – Nucor Corporation (NYSE: NUE) announced today record earnings and sales for the first nine months and the third quarter of 2004. Nucor’s earnings for the third quarter of 2004 exceeded the previous record annual earnings. Net earnings per share and average shares outstanding for all periods reflect a two-for-one stock split effective in October 2004.

 

Nucor’s consolidated net earnings for the first nine months of 2004 were $780.1 million ($4.90 per diluted share), compared with $42.2 million ($0.27 per diluted share) in the first nine months of 2003. Consolidated net earnings for this year’s third quarter were $415.4 million ($2.59 per diluted share), compared with $16.0 million ($0.10 per diluted share) in the third quarter of 2003 and $251.4 million ($1.58 per diluted share) in the second quarter of 2004. The record quarterly results are primarily attributable to higher average selling prices and increased margins, accompanied by the successful integration of the coiled plate mill in Tuscaloosa, Alabama and the cold rolling mill in Decatur, Alabama.

 

In the first nine months of 2004, Nucor’s consolidated net sales increased 80% to $8,287.8 million, compared with $4,604.7 million in last year’s first nine months. Average sales price per ton increased 61% while total tons shipped to outside customers increased 12% from the first nine months of 2003. In the third quarter of 2004, Nucor’s consolidated net sales increased 102% to $3,239.6 million, compared with $1,604.0 million in the third quarter of 2003 and increased 17%, compared with $2,761.8 million in the second quarter of 2004. Average sales price per ton increased 87% from the third quarter of 2003 and increased 16% from the second quarter of 2004. Total tons shipped to outside customers increased 8% from the third quarter of 2003 and increased 1% from the second quarter of 2004.

 

The average scrap and scrap substitute cost per ton used increased 73% from $130 in the first nine months of 2003 to $225 in the first nine months of 2004, and increased 81% from $137 in the third quarter of 2003 to $248 in the third quarter of 2004.

 

Nucor incurred a charge to value inventories using the last-in, first-out (LIFO) method of accounting of $223.4 million in the first nine months of 2004 (including a LIFO charge of $25.4 million for Nucor-Yamato Steel Company, of which Nucor owns 51%), compared with a charge of $39.5 million in the first nine months of 2003 (including a LIFO charge of $8.7 million for Nucor-Yamato Steel Company). In the third quarter of 2004, the LIFO charge was $124.1 million (including a LIFO charge of $6.1 million for Nucor-Yamato Steel Company), compared with a charge of $26.6 million in the third quarter of 2003 (including a LIFO charge of $6.2 million for Nucor-Yamato Steel Company).

 

During the first nine months of 2004, Nucor revised estimates for environmental reserves as additional information was obtained, reducing environmental reserves by $9.8 million, compared with a reduction of $8.1 million in the first nine months of 2003. In the third quarter of 2004 and 2003, Nucor reduced estimates for environmental reserves by $10.3 million and $5.0 million, respectively.

 

Page 1 of 5

 

Nucor Executive Offices: 2100 Rexford Road, Charlotte, North Carolina 28211

Phone 704-366-7000 Fax 704-362-4208 www.nucor.com


LOGO    News Release

 

NUCOR REPORTS RESULTS FOR FIRST NINE MONTHS AND THIRD QUARTER OF 2004 (Continued)

 

Pre-operating and start-up costs of new facilities decreased to $21.3 million in the first nine months of 2004, compared with $91.5 million in the first nine months of 2003. For the third quarter of 2004, pre-operating and start-up costs were $4.5 million compared with $31.3 million in the third quarter of 2003. In 2004, these costs primarily related to the continuing start-up of the Castrip® facility at our sheet mill in Crawfordsville, Indiana. In 2003, these costs primarily related to the start-up of the sheet mill in Decatur, Alabama (formerly Trico Steel Company, LLC) and the Castrip facility.

 

In the first nine months of 2004, Nucor established records in the steel mills segment for steel production, total steel shipments and steel sales to outside customers. Steel production was 15,153,000 tons, compared with 13,015,000 tons produced in the first nine months of 2003, an increase of 16%. Total steel shipments increased 14% to 15,018,000 tons in the first nine months of 2004, compared with 13,189,000 tons in last year’s first nine months. Steel shipments to outside customers increased 12% to 13,674,000 tons in the first nine months of 2004, compared with 12,155,000 tons in last year’s first nine months. In the steel products segment, steel joist production during the first nine months of 2004 increased to 396,000 tons, compared with 378,000 tons in the first nine months of 2003. Steel deck sales increased to 271,000 tons in the first nine months of 2004, compared with 266,000 tons in last year’s first nine months. Cold finished steel sales increased to 211,000 tons, compared with 182,000 tons in the first nine months of 2003.

 

Nucor had an effective tax rate of 35.4% in the first nine months of 2004 compared with 17.3% in the first nine months of 2003 and 6.1% for the year 2003, and had an effective tax rate of 34.6% in the third quarter of 2004 compared with 15.3% in the third quarter of 2003. The increase in the effective tax rate is primarily due to the effect of increased pre-tax earnings in 2004, partially offset by resolution of certain tax issues in the third quarter of 2004.

 

Due to a temporary market imbalance and traditional seasonal and holiday factors, we expect that fourth quarter total steel shipments will be lower than the third quarter. Fourth quarter shipments will also be impacted by scheduled shut-downs at many of our facilities for regular maintenance and new equipment installations that were postponed from earlier quarters. We expect average sales prices and margins to decrease slightly in the fourth quarter from the record highs established in the third quarter. Nonetheless, we anticipate that underlying demand will remain strong and earnings will be in the range of $1.85 to $2.05 per diluted share in the fourth quarter of 2004, compared to $.13 per diluted share in the fourth quarter of 2003. We expect to see the strong business conditions experienced in 2004 continue through 2005.

 

Our fourth quarter earnings estimate includes the expectation that scrap prices will remain high, resulting in a LIFO charge of $124 million, similar to the expense incurred in the third quarter. Interim LIFO charges are based on estimates of inventory prices and quantities at year-end. These estimates will likely differ from actual amounts, and such differences may be significant.

 

Nucor is the largest steel producer in the United States and is the nation’s largest recycler. Nucor and affiliates are manufacturers of steel products, with operating facilities in fourteen states. Products produced are: carbon and alloy steel – in bars, beams, sheet and plate; steel joists and joist girders; steel deck; cold finished steel; steel fasteners; metal building systems; and light gauge steel framing.

 

Page 2 of 5

 

Nucor Executive Offices: 2100 Rexford Road, Charlotte, North Carolina 28211

Phone 704-366-7000 Fax 704-362-4208 www.nucor.com


LOGO    News Release

 

NUCOR REPORTS RESULTS FOR FIRST NINE MONTHS AND THIRD QUARTER OF 2004 (Continued)

 

Certain statements contained in this news release are “forward-looking statements” that involve risks and uncertainties. Although the Company believes they are based on reasonable assumptions, there can be no assurance that future events will not affect their accuracy. Such events include, among others, the sensitivity of the results of Nucor’s operations to prevailing steel prices and changes in the supply and cost of raw materials, including scrap steel; general economic conditions and the timing of the recovery of the non-residential construction market; market demand for steel products; availability and costs of electricity, natural gas and raw materials; U.S. and foreign trade policies affecting steel imports or exports; and significant changes in governmental regulations affecting environmental compliance. The forward-looking statements contained in this news release speak only as of this date, and Nucor does not assume any obligation to update them.

 

You are invited to listen to the live broadcast of Nucor’s conference call in which management will discuss Nucor’s third quarter results on October 21, 2004 at 2:00 pm eastern time. The conference call will be available over the Internet at www.nucor.com, under Investor Relations/Investor Information.

 

Unaudited figures are as follows:

 

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

(In thousands, except per share data)

 

     Nine Months (39 Weeks) Ended

    Three Months (13 Weeks) Ended

 
     Oct. 2, 2004

    Oct. 4, 2003

    Oct. 2, 2004

   Oct. 4, 2003

 

NET SALES

   $ 8,287,830     $ 4,604,743     $ 3,239,592    $ 1,604,011  
    


 


 

  


COSTS, EXPENSES AND OTHER:

                               

Cost of products sold

     6,683,803       4,393,428       2,433,518      1,532,857  

Marketing, administrative and other expenses

     318,978       130,626       131,573      44,497  

Interest expense, net

     17,831       19,983       5,053      6,369  

Minority interests

     60,347       16,783       34,061      6,198  

Other income

     (1,596 )     (7,135 )     —        (4,834 )
    


 


 

  


       7,079,363       4,553,685       2,604,205      1,585,087  
    


 


 

  


EARNINGS BEFORE

                               

INCOME TAXES

     1,208,467       51,058       635,387      18,924  

Provision for income taxes

     428,400       8,829       220,000      2,902  
    


 


 

  


NET EARNINGS

   $ 780,067     $ 42,229     $ 415,387    $ 16,022  
    


 


 

  


NET EARNINGS PER SHARE:

                               

Basic

   $ 4.93     $ 0.27     $ 2.62    $ 0.10  

Diluted

   $ 4.90     $ 0.27     $ 2.59    $ 0.10  

AVERAGE SHARES OUTSTANDING:

                               

Basic

     158,094       156,412       158,796      156,488  

Diluted

     159,347       156,659       160,229      156,746  

 

Page 3 of 5

 

Nucor Executive Offices: 2100 Rexford Road, Charlotte, North Carolina 28211

Phone 704-366-7000 Fax 704-362-4208 www.nucor.com


LOGO    News Release

 

NUCOR REPORTS RESULTS FOR FIRST NINE MONTHS AND THIRD QUARTER OF 2004 (Continued)

 

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands)

 

     Oct. 2, 2004

    Dec. 31, 2003

 

Assets

                

CURRENT ASSETS:

                

Cash and short-term investments

   $ 758,152     $ 350,332  

Accounts receivable

     1,048,238       572,479  

Inventories

     950,594       560,396  

Other current assets

     178,027       137,353  
    


 


Total current assets

     2,935,011       1,620,560  

PROPERTY, PLANT AND EQUIPMENT

     2,825,446       2,817,135  

OTHER ASSETS

     124,959       54,658  
    


 


     $ 5,885,416     $ 4,492,353  
    


 


Liabilities and stockholders' equity

                

CURRENT LIABILITIES:

                

Accounts payable

   $ 565,616     $ 329,863  

Federal income taxes payable

     169,353       —    

Salaries, wages and related accruals

     293,870       91,187  

Accrued expenses and other current liabilities

     251,941       208,545  
    


 


Total current liabilities

     1,280,780       629,595  
    


 


LONG-TERM DEBT DUE AFTER ONE YEAR

     923,550       903,550  
    


 


DEFERRED CREDITS AND OTHER LIABILITIES

     400,617       439,852  
    


 


MINORITY INTERESTS

     165,849       177,279  
    


 


STOCKHOLDERS' EQUITY:

                

Common stock

     73,587       36,427  

Additional paid-in capital

     125,580       117,399  

Retained earnings

     3,367,874       2,641,708  

Unearned compensation

     (392 )     —    
    


 


       3,566,649       2,795,534  

Treasury stock

     (452,029 )     (453,457 )
    


 


Total stockholders' equity

     3,114,620       2,342,077  
    


 


     $ 5,885,416     $ 4,492,353  
    


 


 

Page 4 of 5

 

Nucor Executive Offices: 2100 Rexford Road, Charlotte, North Carolina 28211

Phone 704-366-7000 Fax 704-362-4208 www.nucor.com


LOGO    News Release

 

NUCOR REPORTS RESULTS FOR FIRST NINE MONTHS AND THIRD QUARTER OF 2004 (Continued)

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

 

     Nine Months (39 Weeks) Ended

 
     Oct. 2, 2004

    Oct. 4, 2003

 

Operating activities:

                

Net earnings

   $ 780,067     $ 42,229  

Adjustments:

                

Depreciation

     291,805       273,903  

Gain on sale of facility and equipment

     (1,596 )     —    

Impairment of assets

     13,200       —    

Deferred income taxes

     (52,900 )     13,800  

Minority interests

     60,345       16,775  

Changes in (exclusive of acquisitions and dispositions):

                

Current assets

     (832,629 )     (64,388 )

Current liabilities

     631,457       90,768  

Other

     5,568       (5,433 )
    


 


Cash provided by operating activities

     895,317       367,654  
    


 


Investing activities:

                

Capital expenditures

     (198,007 )     (147,610 )

Investment in affiliates

     (68,550 )     (18,640 )

Disposition of plant and equipment

     2,813       354  

Acquisitions (net of cash acquired)

     (169,646 )     (34,941 )

Other investing activities

     —         (6,742 )
    


 


Cash used in investing activities

     (433,390 )     (207,579 )
    


 


Financing activities:

                

Repayment of long-term debt

     —         (16,000 )

Proceeds from long-term debt

     20,000       25,000  

Issuance of common stock

     46,769       4,533  

Distributions to minority interests

     (71,775 )     (60,737 )

Cash dividends

     (53,901 )     (46,936 )

Termination of interest rate swap agreement

     4,800       —    
    


 


Cash used in financing activities

     (54,107 )     (94,140 )
    


 


Increase in cash and short-term investments

   $ 407,820     $ 65,935  
    


 


 

Page 5 of 5

 

Nucor Executive Offices: 2100 Rexford Road, Charlotte, North Carolina 28211

Phone 704-366-7000 Fax 704-362-4208 www.nucor.com