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): July 19, 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 July 19, 2007, Nucor Corporation issued a news release reporting its financial results for the fiscal quarter ended June 30, 2007. 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 July 19, 2007

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: July 19, 2007    

 

2


INDEX TO EXHIBITS

 

Exhibit No.

  

Description

99.1

   News Release of Nucor Corporation, issued July 19, 2007

 

3

News Release

Exhibit 99.1

 

LOGO    News Release

NUCOR REPORTS RESULTS FOR FIRST HALF AND SECOND QUARTER OF 2007

CHARLOTTE, NORTH CAROLINA, July 19, 2007 – Nucor Corporation (NYSE: NUE) announced today consolidated net earnings for the first half of 2007 of $725.9 million ($2.39 per diluted share), a decrease of 13% from net earnings of $830.0 million ($2.65 per diluted share) in last year’s first half.

Consolidated net earnings of $344.9 million ($1.14 per diluted share) in this year’s second quarter were a decrease of 23% from $450.0 million ($1.44 per diluted share) earned in the second quarter of 2006 and a decrease of 9% from the $381.0 million ($1.26 per diluted share) earned in the first quarter of 2007.

While second quarter earnings per share of $1.14 represent historically strong results, these earnings have been adversely impacted by several factors. Continued softness in the sheet market due to persistently high imports of steel and steel bearing manufactured products, particularly from China, and the reduced demand resulting from the slowdown in the automotive, appliance and housing sectors, have contributed to a decrease in the rate of inventory reductions by our sheet customers. In addition, increased scrap and energy costs, and the resulting increase in the LIFO charge, reduced our margins in the second quarter.

In the first half of 2007, Nucor’s consolidated net sales increased 8% to $7.94 billion, compared with $7.35 billion in last year’s first half. Average sales price per ton increased 9% while total tons shipped to outside customers decreased 1% from the first half of 2006.

In the second quarter of 2007, Nucor’s consolidated net sales increased 10% to $4.17 billion, compared with $3.81 billion in the second quarter of 2006 and increased 11% compared with $3.77 billion in the first quarter of 2007. Average sales price per ton increased 13% from the second quarter of 2006 and increased 11% from the first quarter of 2007. Total tons shipped to outside customers were 5,621,000 tons in the second quarter of 2007, a decrease of 3% from the record shipments in the second quarter of 2006 and a decrease of 1% from the first quarter of 2007.

The average scrap and scrap substitute cost per ton used in the first half of 2007 was $275, an increase of 14% compared with $242 in the first half of 2006. The average scrap and scrap substitute cost per ton used in the second quarter of 2007 was $291, an increase of 18% compared with $247 in the second quarter of 2006 and an increase of 12% compared with $259 in the first quarter of 2007.

Total energy costs for the first half of 2007 remained flat compared with the first half of 2006, increased $3 per ton from the second quarter of 2006 to the second quarter of 2007, and increased $2 per ton from the first quarter of 2007 to the second quarter of 2007.

Nucor incurred a charge to value inventories using the last-in, first-out (LIFO) method of accounting of $91.0 million in the first half of 2007, compared with a charge of $24.5 million in the first half of 2006. In the second quarter of 2007, the LIFO charge was $66.5 million, compared with a charge of $15.5 million in the second quarter of 2006 and a charge of $24.5 million in the first quarter of 2007.

Steel production decreased 4% to 11,103,000 tons in the first half of 2007, compared with 11,519,000 tons produced in the first half of 2006.

Total steel shipments decreased 5% to 11,067,000 tons in the first half of 2007, compared with 11,616,000 tons in last year’s first half. Steel shipments to outside customers decreased 6% to 10,119,000 tons in the first half of 2007, compared with 10,713,000 tons in last year’s first half.

 

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

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

 

Page 1 of 5


LOGO    News Release

NUCOR REPORTS RESULTS FOR FIRST HALF AND SECOND QUARTER OF 2007 (Continued)

 

In the steel products segment, steel joist production during the first half of 2007 decreased to 265,000 tons, compared with 281,000 tons in the first half of 2006. Steel deck sales increased to 232,000 tons in the first half of 2007, compared with 179,000 tons in last year’s first half. Cold finished steel sales increased to 206,000 tons, compared with 187,000 tons in the first half of 2006. With the acquisition of Harris Steel Group Inc. at the end of the first quarter, sales of fabricated concrete reinforcing steel were 204,000 tons in the first half of 2007.

In June, Nucor’s board of directors declared a supplemental dividend of $0.50 per share in addition to the $0.11 per share base dividend. The total dividend of $0.61 per share is payable on August 10, 2007 to stockholders of record on June 29, 2007. Nucor began paying a supplemental dividend in the second quarter of 2005, allowing stockholders to participate in our successful pay-for-performance business model.

During the second quarter, Nucor repurchased approximately 2.5 million shares of Nucor’s common stock at a cost of approximately $154.2 million under a publicly announced stock repurchase program. Approximately 11.6 million shares remain authorized for repurchase.

In June, Nucor announced that it entered into a Merger Agreement pursuant to which Nucor will acquire Magnatrax Corporation (“Magnatrax”), via the merger of Magnatrax with a wholly owned subsidiary of Nucor, for a cash purchase price of approximately $280 million. Magnatrax is a leading provider of custom-engineered metal building systems for the growing North American non-residential construction market. Magnatrax also offers architectural metal roofing systems for new and retrofit construction, and provides related transportation services. The transaction is expected to close during the third quarter of 2007 after satisfactory resolution of certain closing conditions and is expected to be immediately accretive to earnings.

Our outlook for the third quarter is in-line with the results of the first six months of 2007. We will provide numerical guidance near the midpoint of the interval between quarterly earnings reports.

In the second half of 2007, Nucor expects bar shipments to improve over the second quarter pace. We expect that the sheet market will continue to be challenging due to imports from China and the ongoing difficult conditions in the automotive and housing sectors. We project that our beam mills and plate mills will continue to experience strong demand. In addition, the outlook for the second half of 2007 is positive for Nucor’s downstream, value-added businesses.

Nucor and affiliates are manufacturers of steel products, with operating facilities primarily in the U.S. and Canada. Products produced include: carbon and alloy steel — in bars, beams, sheet and plate; 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. Nucor is North America’s largest recycler.

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, 2006 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.

 

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

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

 

Page 2 of 5


LOGO

   News Release

NUCOR REPORTS RESULTS FOR FIRST HALF AND SECOND QUARTER OF 2007 (Continued)

 

You are invited to listen to the live broadcast of Nucor’s conference call in which management will discuss Nucor’s second quarter results on July 19, 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)

 

     Six Months (26 Weeks) Ended     Three Months (13 Weeks) Ended  
     June 30, 2007     July 1, 2006
As Adjusted
    June 30, 2007    July 1, 2006
As Adjusted
 

NET SALES

   $ 7,936,995     $ 7,351,447     $ 4,168,110    $ 3,806,350  
                               

COSTS, EXPENSES AND OTHER:

         

Cost of products sold

     6,395,503       5,707,966       3,403,905      2,929,795  

Marketing, administrative and other expenses

     285,135       289,802       148,925      146,602  

Interest expense (income), net

     (4,183 )     (15,320 )     4,979      (9,588 )

Minority interests

     138,159       88,908       77,587      49,050  
                               
     6,814,614       6,071,356       3,635,396      3,115,859  
                               

EARNINGS BEFORE INCOME TAXES

     1,122,381       1,280,091       532,714      690,491  

Provision for income taxes

     396,502       450,049       187,864      240,480  
                               

NET EARNINGS

   $ 725,879     $ 830,042     $ 344,850    $ 450,011  
                               

NET EARNINGS PER SHARE:

         

Basic

   $ 2.41     $ 2.67     $ 1.14    $ 1.45  

Diluted

   $ 2.39     $ 2.65     $ 1.14    $ 1.44  

AVERAGE SHARES OUTSTANDING:

         

Basic

     301,168       310,435       301,302      310,243  

Diluted

     303,406       313,352       303,330      312,955  

(On January 1, 2007, Nucor adopted FASB Staff Position AUG AIR-1, “Accounting for Planned Major Maintenance Activities,” which eliminates the method that Nucor had previously used of accruing in advance for planned major maintenance activities. In accordance with this position statement, Nucor now uses the deferral method of accounting for such maintenance activities. The prior periods have been adjusted to reflect the effects of applying this new accounting principle.)

 

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

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

 

Page 3 of 5


LOGO    News Release

NUCOR REPORTS RESULTS FOR FIRST HALF AND SECOND QUARTER OF 2007 (Continued)

 

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands)

 

     June 30, 2007    

Dec. 31, 2006

As Adjusted

 

Assets

    

CURRENT ASSETS:

    

Cash and cash equivalents

   $ 624,456     $ 785,651  

Short-term investments

     350,865       1,410,633  

Accounts receivable, net

     1,528,597       1,067,322  

Inventories

     1,565,150       1,141,194  

Other current assets

     326,778       278,265  
                

Total current assets

     4,395,846       4,683,065  

PROPERTY, PLANT AND EQUIPMENT, NET

     2,997,084       2,856,415  

GOODWILL

     625,117       143,265  

OTHER INTANGIBLE ASSETS, NET

     303,150       5,015  

OTHER ASSETS

     147,110       205,258  
                

TOTAL ASSETS

   $ 8,468,307     $ 7,893,018  
                

Liabilities and stockholders' equity

    

CURRENT LIABILITIES:

    

Short-term debt

   $ 23,540     $ —    

Accounts payable

     799,692       516,640  

Salaries, wages and related accruals

     317,671       455,051  

Accrued expenses and other current liabilities

     431,972       450,226  
                

Total current liabilities

     1,572,875       1,421,917  
                

LONG-TERM DEBT DUE AFTER ONE YEAR

     922,300       922,300  
                

DEFERRED CREDITS AND OTHER LIABILITIES

     555,212       448,084  
                

MINORITY INTERESTS

     235,331       243,366  
                

STOCKHOLDERS' EQUITY:

    

Common stock

     149,260       149,006  

Additional paid-in capital

     236,154       195,543  

Retained earnings

     6,228,731       5,840,067  

Accumulated other comprehensive income, net of income taxes

     46,880       4,470  
                
     6,661,025       6,189,086  

Treasury stock

     (1,478,436 )     (1,331,735 )
                

Total stockholders' equity

     5,182,589       4,857,351  
                

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

   $ 8,468,307     $ 7,893,018  
                

 

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

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

 

Page 4 of 5


LOGO    News Release

NUCOR REPORTS RESULTS FOR FIRST HALF AND SECOND QUARTER OF 2007 (Continued)

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

 

     Six Months (26 Weeks) Ended  
     June 30, 2007     July 1, 2006
As Adjusted
 

Operating activities:

    

Net earnings

   $ 725,879     $ 830,042  

Adjustments:

    

Depreciation

     196,149       182,488  

Stock-based compensation

     23,386       19,579  

Deferred income taxes

     (52,976 )     (46,923 )

Minority interests

     138,156       88,895  

Settlement of natural gas hedges

     (3,873 )     (3,868 )

Changes in (exclusive of acquisitions):

    

Accounts receivable

     (196,132 )     (207,965 )

Inventories

     (144,500 )     (77,723 )

Accounts payable

     203,970       191,539  

Salaries, wages and related expenses

     (142,558 )     (50,909 )

Other

     (9,937 )     15,354  
                

Cash provided by operating activities

     737,564       940,509  
                

Investing activities:

    

Capital expenditures

     (198,674 )     (137,316 )

Sale of interest in affiliate

     29,500       —    

Investment in affiliates

     (15,040 )     (26,756 )

Disposition of plant and equipment

     740       1,674  

Acquisitions (net of cash acquired)

     (1,083,616 )     (43,879 )

Purchases of short-term investments

     (276,945 )     (594,633 )

Proceeds from the sale of short-term investments

     1,336,713       181,185  

Proceeds from currency derivative contracts

     517,241       —    

Settlement of currency derivative contracts

     (511,394 )     —    
                

Cash used in investing activities

     (201,475 )     (619,725 )
                

Financing activities:

    

Net change in short-term debt

     (64,231 )     —    

Issuance of common stock

     9,895       44,240  

Excess tax benefits from stock-based compensation

     9,500       10,500  

Distributions to minority interests

     (149,857 )     (81,678 )

Cash dividends

     (365,836 )     (210,019 )

Acquisition of treasury stock

     (136,755 )     (180,656 )
                

Cash used in financing activities

     (697,284 )     (417,613 )
                

Decrease in cash and cash equivalents

     (161,195 )     (96,829 )

Cash and cash equivalents - beginning of year

     785,651       980,150  
                

Cash and cash equivalents - end of six months

   $ 624,456     $ 883,321  
                

 

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

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

 

Page 5 of 5