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): January 25, 2007

 


NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

 


Delaware

(State or other jurisdiction of incorporation)

 

1-4119   13-1860817
(Commission File Number)   (IRS Employer Identification No.)

 

1915 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 January 25, 2007, Nucor Corporation issued a news release reporting its financial results for the year ended December 31, 2006. A copy of the news release is furnished as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

 

  (c) Exhibits

 

  99.1 News Release of Nucor Corporation, issued January 25, 2007

 

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: January 25, 2007

 

3


INDEX TO EXHIBITS

 

Exhibit No.  

Description

99.1   News Release of Nucor Corporation, issued January 25, 2007

 

 

4

News Release

Exhibit 99.1

 

LOGO   News Release        

NUCOR REPORTS RECORD RESULTS FOR 2006

CHARLOTTE, NORTH CAROLINA, January 25, 2007 – Nucor Corporation (NYSE: NUE) announced today record consolidated net earnings and sales for 2006. Nucor’s consolidated net earnings for 2006 were $1.76 billion ($5.68 per diluted share), an increase of 34% over net earnings of $1.31 billion ($4.13 per diluted share) in 2005. Consolidated net earnings of $408.2 million ($1.35 per diluted share) in this year’s fourth quarter increased 20% compared with $341.0 million ($1.09 per diluted share) earned in the fourth quarter of 2005 and decreased 21% from the $517.6 million ($1.68 per diluted share) earned in the third quarter of 2006.

Nucor’s consolidated net sales for 2006 increased 16% to $14.75 billion, compared with $12.70 billion in 2005. Average sales price per ton increased 7% while total tons shipped to outside customers increased 8% from 2005. In the fourth quarter of 2006, Nucor’s consolidated net sales increased 8% to $3.47 billion, compared with $3.21 billion in the fourth quarter of 2005 and decreased 12% compared with $3.93 billion from the third quarter of 2006. Average sales price per ton increased 8% from the fourth quarter of 2005 and decreased 3% from the third quarter of 2006. Total tons shipped to outside customers remained flat at 5,075,000 tons in the fourth quarter of 2006 when compared to the fourth quarter of 2005 and decreased 9% from the third quarter of 2006.

The average scrap and scrap substitute cost per ton used increased 1% from $244 in 2005 to $246 in 2006, increased 1% from $240 in the fourth quarter of 2005 to $243 in the fourth quarter of 2006, and decreased 5% from $257 in the third quarter of 2006. Total energy costs decreased approximately $1 per ton from 2005 to 2006, decreased approximately $6 per ton from the fourth quarter of 2005 to the fourth quarter of 2006, and remained flat when comparing the third quarter of 2006 to the fourth quarter of 2006.

Nucor incurred a charge to value inventories using the last-in, first-out (LIFO) method of accounting of $5.4 million in 2006, compared with a credit of $151.6 million in 2005. In the fourth quarter of 2006, the LIFO credit was $39.6 million, compared with a credit of $3.6 million in the fourth quarter of 2005, and a charge of $20.5 million in the third quarter of 2006.

In 2006, Nucor established company records in its steel mills segment for steel production, total steel shipments and steel sales to outside customers. Steel production was 22,382,000 tons, compared with 20,332,000 tons produced in 2005, an increase of 10%. Total steel shipments increased 8% to 22,346,000 tons in 2006, compared with 20,669,000 tons in 2005. Steel shipments to outside customers increased 9% to 20,649,000 tons in 2006, compared with 19,020,000 tons in 2005. In the steel products segment, steel joist production during 2006 increased to 570,000 tons, compared with 554,000 tons in 2005. Steel deck sales increased to a record 398,000 tons in 2006, compared with 380,000 tons in 2005. Cold finished steel sales decreased to 327,000 tons, compared with 342,000 tons in 2005.

In December 2006, Nucor’s Board of Directors declared a supplemental dividend of $0.50 per share in addition to the $0.10 per share base dividend. The total dividend of $0.60 per share is payable on February 9, 2007 to shareholders of record on December 29, 2006. Nucor’s dividends paid to shareholders have increased more than nine-fold since 2003: $62 million paid in 2003, $70 million paid in 2004, $210 million paid in 2005, and $578 million paid in 2006.

 

Page 1 of 5

 

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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


LOGO   News Release        

NUCOR REPORTS RECORD RESULTS FOR 2006 (Continued)

Nucor repurchased approximately 1.6 million shares of its common stock at a cost of approximately $84.4 million under a publicly announced stock repurchase program during the fourth quarter of 2006, and repurchased approximately 11.7 million shares at a cost of about $599.4 million during 2006. Approximately 14.1 million shares remain authorized for repurchase under the current program. Since the first quarter of 2005, Nucor has repurchased approximately 22.8 million shares of common stock.

On January 2, 2007, Nucor announced an agreement to make an all-cash tender offer for all of the shares of Harris Steel Group, Inc. (“Harris Steel”) at C$46.25 per share. On January 22, 2007, Harris Steel mailed offering documents to its shareholders. The offer, which has the full support of the Boards of Directors of both Nucor and Harris Steel, will remain open for acceptance until March 2, 2007, unless extended or withdrawn. Shareholders owning or exercising control over 13.7 million shares, or approximately 51% of the issued and outstanding shares, have entered into a lock-up agreement to irrevocably tender their shares to this offer. Completion of the acquisition will occur upon satisfactory resolution of regulatory approvals in the United States and Canada. The transaction is expected to be immediately accretive to Nucor.

Harris Steel is engaged in the fabrication and placing of concrete reinforcing steel; the design and installation of concrete post-tensioning systems; the manufacture and distribution of wire and wire products, welded wire mesh and cold finished bar; and the manufacture and distribution of heavy industrial steel grating, aluminum grating and expanded metal. These operations serve customers throughout Canada and the United States. Harris Steel also participates in steel trading on a worldwide basis, and in the distribution of reinforcing steel and related products to U.S. customers. Harris Steel has approximately 27 million shares listed on the Toronto Stock Exchange under the symbol HSG.

We continue to expect good demand for our products in 2007, as evidenced by recently announced price increases for many of our products. In addition, excess inventory levels at service centers and OEM’s should continue to decline. We expect inventories to be at more normal levels by the end of the first quarter, but this will depend on a continued decrease in imports from the record levels of 2006. As a result of the expected continuation of healthy demand and margins, we anticipate continued solid earnings in the first quarter. The risks that we see are again import levels and the movement of scrap prices in the quarter. Continued increases in scrap costs will, at the very least, result in a LIFO charge for the quarter versus the credit we recorded in the fourth quarter. We will provide numerical guidance near the midpoint of the interval between earnings reports.

Nucor and affiliates are manufacturers of steel products, with operating facilities in nineteen 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. Nucor is the nation’s largest recycler.

 

Page 2 of 5

 

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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


LOGO   News Release        

NUCOR REPORTS RECORD RESULTS FOR 2006 (Continued)

Certain statements contained in this news release are “forward-looking statements” that involve risks and uncertainties. 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 the changes in the supply and cost of raw materials, including scrap steel; (2) market demand for steel products; (3) energy costs and availability; (4) competitive pressure on sales and pricing, including pressure from imports and substitute materials; and (5) capital investments and their impact on our performance. These and other factors are outlined in Nucor’s regulatory filings with the Securities and Exchange Commission, including those in Nucor’s December 31, 2005 Annual Report on Form 10-K. 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 fourth quarter results on January 25, 2007 at 2:00 p.m. eastern time. The conference call will be available over the Internet at www.nucor.com, under Investor Relations.

Unaudited figures are as follows:

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

(In thousands, except per share data)

 

     Year Ended December 31,     Quarter Ended December 31,  
     2006     2005     2006     2005  

NET SALES

   $  14,751,270     $  12,700,999     $  3,468,590     $  3,207,464  
                                

COSTS, EXPENSES AND OTHER:

        

Cost of products sold

     11,283,123       10,119,496       2,651,525       2,520,500  

Marketing, administrative and other expenses

     592,473       459,460       142,207       136,282  

Interest expense (income), net

     (37,365 )     4,201       (11,612 )     (3,195 )

Minority interests

     219,221       110,674       71,185       34,079  

Other income

     —         (9,200 )     —         —    
                                
     12,057,452       10,684,631       2,853,305       2,687,666  
                                

EARNINGS BEFORE

        

INCOME TAXES

     2,693,818       2,016,368       615,285       519,798  

Provision for income taxes

     936,137       706,084       207,126       178,764  
                                

NET EARNINGS

   $ 1,757,681     $ 1,310,284     $ 408,159     $ 341,034  
                                

NET EARNINGS PER SHARE:

        

Basic

   $ 5.73     $ 4.17     $ 1.36     $ 1.10  

Diluted

   $ 5.68     $ 4.13     $ 1.35     $ 1.09  

AVERAGE SHARES OUTSTANDING:

        

Basic

     306,621       314,256       300,741       309,883  

Diluted

     309,381       317,130       303,405       312,866  

 

Page 3 of 5

 

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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


LOGO   News Release        

NUCOR REPORTS RECORD RESULTS FOR 2006 (Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands)

 

     Dec. 31, 2006     Dec. 31, 2005  

Assets

    

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 785,651     $ 980,150  

Short-term investments

     1,410,633       857,360  

Accounts receivable, net

     1,067,322       1,000,629  

Inventories

     1,141,194       945,054  

Other current assets

     270,236       288,360  
                

Total current assets

     4,675,036       4,071,553  

PROPERTY, PLANT AND EQUIPMENT, NET

     2,856,415       2,855,717  

OTHER ASSETS

     353,538       211,517  
                

TOTAL ASSETS

   $ 7,884,989     $ 7,138,787  
                

Liabilities and stockholders' equity

    

CURRENT LIABILITIES:

    

Long-term debt due within one year

   $ —       $ 1,250  

Accounts payable

     516,640       501,624  

Salaries, wages and related accruals

     455,051       368,568  

Accrued expenses and other current liabilities

     478,337       384,257  
                

Total current liabilities

     1,450,028       1,255,699  
                

LONG-TERM DEBT DUE AFTER ONE YEAR

     922,300       922,300  
                

DEFERRED CREDITS AND OTHER LIABILITIES

     448,084       486,910  
                

MINORITY INTERESTS

     238,588       194,090  
                

STOCKHOLDERS' EQUITY:

    

Common stock

     149,006       74,120  

Additional paid-in capital

     195,543       191,850  

Retained earnings

     5,808,705       4,709,111  

Unearned compensation

     —         (3,287 )

Accumulated other comprehensive income, net of income taxes

     4,470       46,600  
                
     6,157,724       5,018,394  

Treasury stock

     (1,331,735 )     (738,606 )
                

Total stockholders' equity

     4,825,989       4,279,788  
                

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

   $ 7,884,989     $  7,138,787  
                

 

Page 4 of 5

 

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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


LOGO   News Release        

NUCOR REPORTS RECORD RESULTS FOR 2006 (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

 

     Year Ended December 31,  
     2006     2005  

Operating activities:

    

Net earnings

   $ 1,757,681     $ 1,310,284  

Adjustments:

    

Depreciation

     363,936       375,054  

Deferred income taxes

     (38,910 )     (29,379 )

Minority interests

     219,207       110,663  

Settlement of natural gas hedges

     (6,793 )     12,365  

Changes in (exclusive of acquisitions):

    

Accounts receivable

     (33,878 )     (19,425 )

Inventories

     (143,971 )     337,862  

Accounts payable

     (8,517 )     17,259  

Federal income taxes

     (7,233 )     (68,331 )

Salaries, wages and related accruals

     97,319       46,376  

Other

     52,392       43,887  
                

Cash provided by operating activities

     2,251,233       2,136,615  
                

Investing activities:

    

Capital expenditures

     (338,404 )     (331,466 )

Investment in affiliates

     (34,324 )     (41,903 )

Disposition of plant and equipment

     2,177       752  

Acquisitions (net of cash acquired)

     (223,920 )     (154,864 )

Purchases of short-term investments

     (1,082,378 )     (919,950 )

Proceeds from the sale of short-term investments

     529,105       62,590  
                

Cash used in investing activities

     (1,147,744 )     (1,384,841 )
                

Financing activities:

    

Repayment of long-term debt

     (1,250 )     —    

Issuance of common stock

     37,233       40,209  

Excess tax benefits from stock-based compensation

     18,000       —    

Distributions to minority interests

     (174,709 )     (89,886 )

Cash dividends

     (577,816 )     (209,752 )

Acquisition of treasury stock

     (599,446 )     (291,244 )
                

Cash used in financing activities

     (1,297,988 )     (550,673 )
                

Increase (decrease) in cash and cash equivalents

     (194,499 )     201,101  

Cash and cash equivalents - beginning of year

     980,150       779,049  
                

Cash and cash equivalents - end of year

   $ 785,651     $ 980,150  
                

 

Page 5 of 5

 

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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