8-K

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 22, 2009

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 October 22, 2009, Nucor Corporation issued a news release reporting its financial results for the fiscal quarter ended October 3, 2009.  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 October 22, 2009

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 22, 2009

2

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	News Release of Nucor Corporation, issued October 22, 2009

3

EX-99.1

News Release      

NUCOR REPORTS RESULTS FOR THIRD QUARTER AND FIRST NINE MONTHS OF 2009

CHARLOTTE, NORTH CAROLINA, October 22, 2009 – Nucor Corporation (NYSE: NUE) announced today a consolidated net loss of $29.5 million, or $0.10 per diluted share, for the third quarter of 2009, compared to a net loss of $133.3 million, or $0.43 per diluted share, in the second quarter of 2009, an improvement of 78%.  The results compare to net income of $734.6 million, or $2.31 per diluted share, in the third quarter of 2008.

In the first nine months of 2009, Nucor reported a consolidated net loss of $352.5 million, or $1.12 per diluted share, compared with net earnings of $1.73 billion, or $5.70 per diluted share, in the first nine months of 2008.

In the third quarter of 2009, Nucor’s consolidated net sales increased 26% to $3.12 billion compared with $2.48 billion in the second quarter of 2009 and decreased 58% compared with $7.45 billion in the third quarter of 2008.  Average sales price per ton increased 1% from the second quarter of 2009 and decreased 45% from the third quarter of 2008.  Total tons shipped to outside customers were 5,114,000 tons in the third quarter of 2009, an increase of 24% over the second quarter of 2009 and a decrease of 24% from the third quarter of 2008.

In the first nine months of 2009, Nucor’s consolidated net sales decreased 58% to $8.25 billion, compared with $19.51 billion in last year’s first nine months.  Average sales price per ton decreased 32% while total tons shipped to outside customers decreased 38% compared to the first nine months of 2008.

The average scrap and scrap substitute cost per ton used in the third quarter of 2009 was $299, a decrease of 4% compared with $312 in the second quarter of 2009 and a decrease of 44% from $533 in the third quarter of 2008.  The average scrap and scrap substitute cost per ton used in the first nine months of 2009 decreased 29% to $312 compared to $439 in the first nine months of 2008.

Nucor recorded a credit to value inventories using the last-in, first-out (LIFO) method of accounting of $120 million in the third quarter of 2009, compared with a credit of $125 million in the second quarter of 2009 and a charge of $140 million in the third quarter of 2008.  In the first nine months of 2009, the LIFO credit was $350 million compared to a charge of $423 million in the first nine months of 2008.

Total energy costs decreased approximately $9 per ton from the second quarter of 2009 due to lower electricity and natural gas prices combined with the productivity benefits of increased utilization.  Total energy costs decreased approximately $8 per ton from the third quarter of 2008 to the third quarter of 2009.  During the first nine months of 2009, total energy costs increased $2 per ton compared with the first nine months of 2008.

As expected and as discussed in our guidance, third quarter results include a burden from the accelerated consumption of high-cost pig iron inventories at our sheet mills.  These inventories were purchased prior to the collapse in the economy and raw materials pricing in last year’s fourth quarter.  For the third quarter, the negative impact of the high-cost pig iron inventories was approximately $180 million, or about $0.37 per share after-tax.  Through the first nine months of the year, the impact was approximately $420 million, or more than $0.85 per share after-tax.  The consumption of the high-cost pig iron inventories was completed by the close of the third quarter.

Page 1 of 6

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

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

News Release      

NUCOR REPORTS RESULTS FOR THIRD QUARTER AND FIRST NINE MONTHS OF 2009 (Continued)

Pre-operating and start-up costs of new facilities increased from $29.7 million in the third quarter of 2008 to $47.1 million in the third quarter of 2009 and increased from $74.8 million in the first nine months of 2008 to $111.9 million in the first nine months of 2009.  In 2009, these costs primarily related to the SBQ mill in Memphis, Tennessee, the Castrip® project in Blytheville, Arkansas, the proposed iron-making facility, and the galvanizing line in Decatur, Alabama.

Our liquidity position remains strong with $2.22 billion in cash and cash equivalents and short-term investments and an untapped $1.3 billion revolving credit facility that matures in November 2012.

In September, Nucor’s board of directors declared a cash dividend of $0.35 per share payable on November 11, 2009 to stockholders of record on September 30, 2009.  This dividend is Nucor’s 146th consecutive quarterly cash dividend, a record we expect to continue.

While overall steel mill utilization increased from 46% in the second quarter to 69% in the third quarter, the increase was primarily due to the end of customer destocking.  Our view remains that there has been little improvement in real demand and the uncertainty in our economy is still very high.  We also continue to believe that real demand is in for a long, slow recovery.  The fourth quarter presents its own seasonal issues that are separate of the general economic slowdown due to the holidays and year-end plant shutdowns by some of our customers.  While our fourth quarter results will benefit from a significant improvement in raw material costs, our results could be negatively impacted by the potential of lower operating volumes/rates in both sheet and bar products.  Customers are currently taking advantage of shortened mill lead times adding to the difficulty of forecasting volumes for the fourth quarter.  We will again provide quantitative guidance after the midpoint between our quarterly earnings releases.

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, through The David J. Joseph Company, also brokers ferrous and nonferrous metals, pig iron and HBI/DRI; supplies ferro-alloys; and processes ferrous and nonferrous scrap. 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, 2008 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.

Page 2 of 6

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

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

News Release      

NUCOR REPORTS RESULTS FOR THIRD QUARTER AND FIRST NINE MONTHS OF 2009 (Continued)

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 22, 2009 at 2:00 p.m. eastern time.  The conference call will be available over the Internet at www.nucor.com, under Investor Relations.

TONNAGE DATA

 (in thousands)

		Three Months (13 Weeks) Ended			Nine Months (39 Weeks) Ended
		Oct. 3, 2009	Sept. 27, 2008	Percentage Change	Oct. 3, 2009	Sept. 27, 2008	Percentage Change
Steel Mills:
	Production	4,433	5,510	-20%	10,276	17,384	-41%
	Total shipments	4,312	5,438	-21%	10,119	17,506	-42%
	Outside shipments	3,705	4,688	-21%	8,707	15,285	-43%
Steel Products:
	Joist production	69	119	-42%	194	391	-50%
	Deck sales	84	133	-37%	232	388	-40%
	Cold finished sales	87	115	-24%	243	394	-38%
	Fabricated concrete
	reinforcing steel sales	280	258	9%	743	669	11%

Page 3 of 6

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

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

News Release      

NUCOR REPORTS RESULTS FOR THIRD QUARTER AND FIRST NINE MONTHS OF 2009 (Continued)

Unaudited figures are as follows:

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

(In thousands, except per share data)

	Three Months (13 Weeks) Ended					Nine Months (39 Weeks) Ended
	Oct. 3, 2009			Sept. 27, 2008		Oct. 3, 2009			Sept. 27, 2008
Net sales	$	3,120,005		$	7,447,520	$	8,252,352		$	19,512,388
Costs, expenses and other:
Cost of products sold		3,000,851			5,990,407		8,319,079			15,941,654
Marketing, administrative and
other expenses		105,913			215,755		338,214			605,641
Interest expense, net		34,725			23,030		99,047			68,109
		3,141,489			6,229,192		8,756,340			16,615,404
Earnings (loss) before income taxes and
noncontrolling interests		(21,484	)		1,218,328		(503,988	)		2,896,984
Provision for (benefit from) income taxes		(16,173	)		407,525		(180,383	)		915,966
Net earnings (loss)		(5,311	)		810,803		(323,605	)		1,981,018
Earnings attributable to noncontrolling interests		24,227			76,213		28,915			255,920
Net earnings (loss) attributable to Nucor stockholders	$	(29,538	)	$	734,590	$	(352,520	)	$	1,725,098
Net earnings (loss) per share:
Basic	$	(0.10	)	$	2.31	$	(1.12	)	$	5.71
Diluted	$	(0.10	)	$	2.31	$	(1.12	)	$	5.70
Average shares outstanding:
Basic		315,173			316,713		314,743			301,156
Diluted		315,173			317,013		314,743			301,764

Page 4 of 6

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

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

News Release      

NUCOR REPORTS RESULTS FOR THIRD QUARTER AND FIRST NINE MONTHS OF 2009 (Continued)

 CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

 (In thousands)

	Oct. 3, 2009			Dec. 31, 2008
ASSETS
Current assets:
Cash and cash equivalents	$	1,957,671		$	2,355,130
Short-term investments		263,472			-
Accounts receivable, net		1,156,510			1,228,807
Inventories		1,310,114			2,408,157
Other current assets		514,785			405,392
Total current assets		5,202,552			6,397,486
Property, plant and equipment, net		4,071,229			4,131,861
Goodwill		1,794,761			1,732,045
Other intangible assets, net		915,993			946,545
Other assets		685,477			666,506
Total assets	$	12,670,012		$	13,874,443
LIABILITIES
Current liabilities:
Short-term debt	$	3,428		$	8,622
Long-term debt due within one year		-			180,400
Accounts payable		749,246			534,161
Federal income taxes payable		-			199,044
Salaries, wages and related accruals		207,912			580,090
Accrued expenses and other current liabilities		351,965			351,875
Total current liabilities		1,312,551			1,854,192
Long-term debt due after one year		3,086,200			3,086,200
Deferred credits and other liabilities		687,341			677,370
Total liabilities		5,086,092			5,617,762
EQUITY
Nucor stockholders' equity:
Common stock		149,863			149,628
Additional paid-in capital		1,665,862			1,629,981
Retained earnings		7,175,488			7,860,629
Accumulated other comprehensive loss,
net of income taxes		(63,295	)		(190,262	)
Treasury stock		(1,514,465	)		(1,520,772	)
		7,413,453			7,929,204
Noncontrolling interests		170,467			327,477
Total equity		7,583,920			8,256,681
Total liabilities and equity	$	12,670,012		$	13,874,443

Page 5 of 6

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

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

News Release      

NUCOR REPORTS RESULTS FOR THIRD QUARTER AND FIRST NINE MONTHS OF 2009 (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

 (In thousands)

	Nine Months (39 Weeks) Ended
	Oct. 3, 2009			Sept. 27, 2008
Operating activities:
Net earnings (loss)	$	(323,605	)	$	1,981,018
Adjustments:
Depreciation		367,966			354,291
Amortization		54,138			51,056
Stock-based compensation		43,460			38,428
Deferred income taxes		51,104			(111,536	)
Changes in assets and liabilities (exclusive of acquisitions):
Accounts receivable		92,210			(437,792	)
Inventories		1,113,104			(1,083,823	)
Accounts payable		212,291			199,364
Federal income taxes		(381,153	)		163,514
Salaries, wages and related accruals		(366,261	)		165,016
Other		94,689			2,714
Cash provided by operating activities		957,943			1,322,250
Investing activities:
Capital expenditures		(316,024	)		(806,152	)
Investment in and advances to affiliates		(60,295	)		(704,945	)
Disposition of plant and equipment		10,486			8,676
Acquisitions (net of cash acquired)		(24,714	)		(1,827,165	)
Purchases of investments		(261,389	)		(234,461	)
Proceeds from the sale of investments		-			392,055
Proceeds from currency derivative contracts		-			1,441,863
Settlement of currency derivative contracts		-			(1,424,291	)
Cash used in investing activities		(651,936	)		(3,154,420	)
Financing activities:
Net change in short-term debt		(5,222	)		(143,480	)
Proceeds from the issuance of long-term debt		-			989,715
Repayment of long-term debt		(180,400	)		-
Bond issuance costs		-			(6,938	)
Issuance of common stock		3,556			1,995,921
Excess tax benefits from stock-based compensation		(3,200	)		10,600
Distributions to noncontrolling interests		(186,104	)		(252,569	)
Cash dividends		(332,096	)		(493,002	)
Acquisition of treasury stock		-			(7,684	)
Cash provided by (used in) financing activities		(703,466	)		2,092,563
Increase (decrease) in cash and cash equivalents		(397,459	)		260,393
Cash and cash equivalents - beginning of year		2,355,130			1,393,943
Cash and cash equivalents - end of nine months	$	1,957,671		$	1,654,336

Page 6 of 6

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

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