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 18, 2012___
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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | 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 18, 2012, Nucor Corporation issued a news release reporting its financial results for the fiscal quarter ended September 29, 2012. 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 |
(d) | Exhibits |
99.1 News Release of Nucor Corporation, issued October 18, 2012 |
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/ James D. Frias | ||
James D. Frias Chief Financial Officer, Treasurer and
|
Dated: October 18, 2012
2 |
INDEX TO EXHIBITSs
Exhibit No. | Description |
99.1 | News Release of Nucor Corporation, issued October 18, 2012 |
3 |
Nucor Reports Results For Third Quarter And First Nine Months Of 2012
CHARLOTTE, N.C., Oct. 18, 2012 /PRNewswire/ -- Nucor Corporation (NYSE: NUE) announced today consolidated net earnings of $110.3 million, or $0.35 per diluted share, for the third quarter of 2012. By comparison, Nucor reported net earnings of $112.3 million, or $0.35 per diluted share, in the second quarter of 2012 and net earnings of $181.5 million, or $0.57 per diluted share, in the third quarter of 2011. Third quarter of 2012 results include non-cash inventory related purchase accounting charges of approximately $28.2 million ($0.06 per diluted share) associated with our acquisition of Skyline Steel LLC ("Skyline"), which occurred late in the second quarter of 2012. Third quarter of 2012 results were also negatively impacted by a loss on the sale of the assets of Nucor Wire Products Pennsylvania, Inc. of $17.6 million ($0.04 per diluted share).
In the first nine months of 2012, Nucor reported consolidated net earnings of $367.7 million, or $1.15 per diluted share, compared with consolidated net earnings of $641.1 million, or $2.02 per diluted share, in the first nine months of last year. The year-to-date of impact of Skyline inventory related purchase accounting adjustments was $36.8 million ($.08 per diluted share). We expect such charges to be much lower in the fourth quarter.
Nucor recorded a credit to value inventories using the last-in, first-out (LIFO) method of accounting of $84.0 million ($0.16 per diluted share) in the third quarter of 2012, compared with a credit of $14.5 million ($0.03 per diluted share) in the second quarter of 2012 and a charge of $28.0 million ($0.05 per diluted share) in the third quarter of 2011. The LIFO credit in the first nine months of 2012 was $84.0 million ($0.16 per diluted share) compared with a charge of $91.0 million ($0.17 per diluted share) in the first nine months of 2011.
Nucor's consolidated net sales decreased 6% to $4.80 billion in the third quarter of 2012 compared with $5.10 billion in the second quarter of 2012 and decreased 9% compared with $5.25 billion in the third quarter of 2011. Average sales price per ton decreased 3% from the second quarter of 2012 and decreased 8% from the third quarter of 2011. Total tons shipped to outside customers were 5,768,000 tons in the third quarter of 2012, a 3% decrease from the second quarter of 2012 and a slight decrease from the third quarter of 2011. Total third quarter steel mill shipments were down 3% from the second quarter of 2012 and decreased 2% from the third quarter of 2011. Third quarter downstream steel products shipments to outside customers increased 1% over the second quarter of 2012 and 4% over the third quarter of 2011.
In the first nine months of 2012, Nucor's consolidated net sales decreased 1% to $14.98 billion, compared with $15.19 billion in last year's first nine months. Total tons shipped to outside customers increased 1% over the first nine months of 2011, while average sales price per ton decreased 3%.
The average scrap and scrap substitute cost per ton used in the third quarter of 2012 was $380, a decrease of 11% from $427 in the second quarter of 2012 and a decrease of 15% from $449 in the third quarter of 2011. The average scrap and scrap substitute cost per ton used in the first nine months of 2012 was $418, a decrease of 5% from $439 in the first nine months of 2011.
Overall operating rates at our steel mills in the third quarter (71%) were down from the second quarter (76%) and from last year's third quarter (74%). Year-to-date steel mill utilization was flat (75%) compared with the prior year period.
Total energy costs increased approximately $5 per ton over the second quarter of 2012 primarily due to higher electricity and natural gas unit costs. Energy costs decreased approximately $2 per ton from the third quarter of 2011 and decreased $3 per ton from the first nine months of 2011 primarily due to lower natural gas unit costs.
Construction is going well on our 2,500,000-ton DRI facility in Louisiana. The majority of the equipment will arrive in 2012, and we are on schedule for completion of construction and beginning of start-up in mid-2013.
Our liquidity position remains strong with $2.54 billion in cash and cash equivalents, short-term investments, and restricted cash and investments. Our $1.5 billion revolving credit facility that matures in December 2016 remains unused.
In September, Nucor's board of directors declared a cash dividend of $0.365 per share payable on November 9, 2012 to stockholders of record on September 28, 2012. This dividend is Nucor's 158th consecutive quarterly cash dividend, a record we expect to continue.
Our third quarter results reflect a continuing trend of reduced operating profits at our steel mills, most significantly in sheet and plate. Lower steel mill margins are primarily the result of very high import levels, which began rising in 2011. According to U.S. Census Bureau reports, 2012 steel products imports are on pace to reach 27.7 million short tons in 2012. This represents an increase of 21% from 2011 imports of 22.8 million tons and is 43% higher than 2010 import levels of 19.3 million tons. In addition, U.S. sheet steel markets have been negatively impacted by new domestic supply that began ramping up production in 2011.
We currently expect to see some further reduction in earnings exclusive of one-time charges for the fourth quarter of 2012. In addition to high import levels and excess domestic sheet supply, slowing economic growth both domestically and globally is expected to be a negative factor through the end of the year. Volatility in scrap prices, together with a combination of political and economic uncertainty in global markets, is impacting steel buyer confidence and therefore supply-chain stocking levels. The strongest end markets continue to be manufactured goods including automotive, energy and heavy equipment. The construction market continues to be very challenging.
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 piling; steel joists and joist girders; steel deck; fabricated concrete reinforcing steel; cold finished steel; steel fasteners; metal building systems; 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. The words "believe," "expect," "project," "will," "should," "could" and similar expressions are intended to identify those forward-looking statements. 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; and (4) competitive pressure on sales and pricing, including competition from imports and substitute materials. These and other factors are outlined in Nucor's regulatory filings with the Securities and Exchange Commission, including those in Nucor's December 31, 2011 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 third quarter results on October 18, 2012 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 | ||||||||||||
Sept. 29, 2012 | Oct. 1, 2011 | Percentage Change | Sept. 29, 2012 | Oct. 1, 2011 | Percentage Change | ||||||||
Steel mills production | 4,819 | 4,910 | -2% | 15,139 | 14,796 | 2% | |||||||
Steel mills total shipments | 5,043 | 5,128 | -2% | 15,480 | 15,192 | 2% | |||||||
Sales tons to outside customers: | |||||||||||||
Steel mills | 4,144 | 4,194 | -1% | 12,832 | 12,664 | 1% | |||||||
Joist | 78 | 82 | -5% | 217 | 219 | -1% | |||||||
Deck | 80 | 83 | -4% | 221 | 234 | -6% | |||||||
Cold finished | 118 | 118 | - | 388 | 381 | 2% | |||||||
Fabricated concrete | |||||||||||||
reinforcing steel | 343 | 312 | 10% | 915 | 808 | 13% | |||||||
Other | 1,005 | 996 | 1% | 3,041 | 3,055 | - | |||||||
5,768 | 5,785 | - | 17,614 | 17,361 | 1% |
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited) | |||||||
(In thousands, except per share data) | |||||||
Three Months (13 Weeks) Ended | Nine Months (39 Weeks) Ended | ||||||
Sept. 29, 2012 | Oct. 1, 2011 | Sept. 29, 2012 | Oct. 1, 2011 | ||||
Net sales | $ 4,801,206 | $ 5,252,144 | $ 14,977,999 | $ 15,193,887 | |||
Costs, expenses and other: | |||||||
Cost of products sold | 4,452,473 | 4,794,014 | 13,848,809 | 13,662,572 | |||
Marketing, administrative and other expenses | 114,392 | 108,532 | 334,039 | 349,482 | |||
Equity in losses of | |||||||
unconsolidated affiliates | 2,261 | 11,247 | 9,093 | 14,190 | |||
Impairment of non-current assets | - | 13,943 | 30,000 | 13,943 | |||
Interest expense, net | 40,305 | 40,193 | 123,028 | 125,943 | |||
4,609,431 | 4,967,929 | 14,344,969 | 14,166,130 | ||||
Earnings before income taxes and | |||||||
noncontrolling interests | 191,775 | 284,215 | 633,030 | 1,027,757 | |||
Provision for income taxes | 61,883 | 84,104 | 200,159 | 324,946 | |||
Net earnings | 129,892 | 200,111 | 432,871 | 702,811 | |||
Earnings attributable to | |||||||
noncontrolling interests | 19,584 | 18,593 | 65,160 | 61,679 | |||
Net earnings attributable to | |||||||
Nucor stockholders | $ 110,308 | $ 181,518 | $ 367,711 | $ 641,132 | |||
Net earnings per share: | |||||||
Basic | $0.35 | $0.57 | $1.15 | $2.02 | |||
Diluted | $0.35 | $0.57 | $1.15 | $2.02 | |||
Average shares outstanding: | |||||||
Basic | 318,463 | 317,194 | 318,042 | 316,866 | |||
Diluted | 318,520 | 317,287 | 318,113 | 317,061 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) | |||||||
(In thousands) | |||||||
Sept. 29, 2012 | Dec. 31, 2011 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ 1,693,197 | $ 1,200,645 | |||||
Short-term investments | 430,266 | 1,362,641 | |||||
Accounts receivable, net | 1,799,305 | 1,710,773 | |||||
Inventories, net | 2,217,374 | 1,987,257 | |||||
Other current assets | 481,931 | 446,765 | |||||
Total current assets | 6,622,073 | 6,708,081 | |||||
Property, plant and equipment, net | 4,106,238 | 3,755,604 | |||||
Restricted cash and investments | 414,203 | 585,833 | |||||
Goodwill | 2,008,461 | 1,830,661 | |||||
Other intangible assets, net | 980,348 | 784,640 | |||||
Other assets | 865,924 | 905,531 | |||||
Total assets | $ 14,997,247 | $ 14,570,350 | |||||
LIABILITIES | |||||||
Current liabilities: | |||||||
Short-term debt | $ 30,865 | $ 1,826 | |||||
Long-term debt due within one year | 900,000 | 650,000 | |||||
Accounts payable | 1,186,665 | 958,645 | |||||
Salaries, wages and related accruals | 286,780 | 333,341 | |||||
Accrued expenses and other current liabilities | 482,717 | 452,247 | |||||
Total current liabilities | 2,887,027 | 2,396,059 | |||||
Long-term debt due after one year | 3,380,200 | 3,630,200 | |||||
Deferred credits and other liabilities | 866,446 | 837,511 | |||||
Total liabilities | 7,133,673 | 6,863,770 | |||||
EQUITY | |||||||
Nucor stockholders' equity: | |||||||
Common stock | 150,798 | 150,496 | |||||
Additional paid-in capital | 1,804,156 | 1,756,534 | |||||
Retained earnings | 7,129,236 | 7,111,566 | |||||
Accumulated other comprehensive income (loss), | |||||||
net of income taxes | 51,313 | (38,177) | |||||
Treasury stock | (1,502,159) | (1,505,534) | |||||
Total Nucor stockholders' equity | 7,633,344 | 7,474,885 | |||||
Noncontrolling interests | 230,230 | 231,695 | |||||
Total equity | 7,863,574 | 7,706,580 | |||||
Total liabilities and equity | $ 14,997,247 | $ 14,570,350 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) | ||||||||
(In thousands) | ||||||||
Nine Months (39 Weeks) Ended | ||||||||
Sept. 29, 2012 | Oct. 1, 2011 | |||||||
Operating activities: | ||||||||
Net earnings | $ 432,871 | $ 702,811 | ||||||
Adjustments: | ||||||||
Depreciation | 394,690 | 391,847 | ||||||
Amortization | 53,518 | 51,675 | ||||||
Stock-based compensation | 42,858 | 40,323 | ||||||
Deferred income taxes | (42,548) | 40,855 | ||||||
Equity in losses of unconsolidated affiliates | 9,093 | 14,190 | ||||||
Impairment of non-current assets | 30,000 | 13,943 | ||||||
Loss on sale of facility | 17,563 | - | ||||||
Changes in assets and liabilities (exclusive of acquisitions): | ||||||||
Accounts receivable | 62,787 | (401,237) | ||||||
Inventories | 41,662 | (634,048) | ||||||
Accounts payable | 21,668 | 290,885 | ||||||
Federal income taxes | 11,248 | 2,217 | ||||||
Salaries, wages and related accruals | (52,561) | 141,407 | ||||||
Other | 101,835 | 28,616 | ||||||
Cash provided by operating activities | 1,124,684 | 683,484 | ||||||
Investing activities: | ||||||||
Capital expenditures | (613,777) | (328,592) | ||||||
Investment in and advances to affiliates | (66,423) | (76,678) | ||||||
Repayment of advances to affiliates | 32,500 | 15,000 | ||||||
Disposition of plant and equipment | 42,574 | 22,155 | ||||||
Acquisitions (net of cash acquired) | (763,657) | - | ||||||
Purchases of investments | (409,403) | (614,982) | ||||||
Proceeds from the sale of investments | 1,341,913 | 456,055 | ||||||
Purchases of restricted investments | - | (564,994) | ||||||
Proceeds from the sale of restricted investments | 209,930 | 18,299 | ||||||
Changes in restricted cash | (38,301) | 538,644 | ||||||
Cash used in investing activities | (264,644) | (535,093) | ||||||
Financing activities: | ||||||||
Net change in short-term debt | 28,983 | (5,646) | ||||||
Issuance of common stock | 10,515 | 6,957 | ||||||
Excess tax benefits from stock-based compensation | 4,377 | 700 | ||||||
Distributions to noncontrolling interests | (66,562) | (55,855) | ||||||
Cash dividends | (349,538) | (346,005) | ||||||
Other financing activities | 962 | 30,000 | ||||||
Cash used in financing activities | (371,263) | (369,849) | ||||||
Effect of exchange rate changes on cash | 3,775 | (2,511) | ||||||
Increase (decrease) in cash and cash equivalents | 492,552 | (223,969) | ||||||
Cash and cash equivalents - beginning of year | 1,200,645 | 1,325,406 | ||||||
Cash and cash equivalents - end of nine months | $ 1,693,197 | $ 1,101,437 | ||||||
Non-cash investing activity: | ||||||||
Accrued property and equipment purchases | $ 77,764 | $ (10,340) | ||||||
CONTACT: Nucor Executive Offices, +1-704-366-7000, or fax, +1-704-362-4208