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): July 22, 2004

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.)
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.)

Item 9. Regulation FD Disclosure and Item 12. Results of Operations and Financial Condition

On July 22, 2004, Nucor Corporation issued a news release reporting its financial results for the fiscal quarter ended July 3, 2004. A copy of the news release is attached hereto as Exhibit 99.1.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current 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

Date: July 22, 2004

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INDEX TO EXHIBITS

Exhibit No.	Description
99.1	News Release of Nucor Corporation, issued July 22, 2004

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EX-99.1

Exhibit 99.1

News Release

NUCOR REPORTS RESULTS FOR FIRST HALF AND SECOND QUARTER OF 2004

CHARLOTTE, NORTH CAROLINA, July 22, 2004 – Nucor Corporation (NYSE: NUE) announced today record quarterly earnings and sales for the first half and the second quarter of 2004. Nucor’s earnings through the first six months of 2004 exceeded the previous record annual earnings. Nucor’s consolidated net earnings for the first half of 2004 were $364.7 million ($4.59 per diluted share), compared with $26.2 million ($0.33 per diluted share) in the first half of 2003. Consolidated net earnings for this year’s second quarter were $251.4 million ($3.17 per diluted share), compared with $8.4 million ($0.11 per diluted share) in the second quarter of 2003 and $113.2 million ($1.43 per diluted share) in the first quarter of 2004. In the first half of 2004, Nucor’s consolidated net sales increased 68% to $5,048.2 million, compared with $3,000.7 million in last year’s first half. Average sales price per ton increased 47% while total tons shipped to outside customers increased 15% from the first half of 2003. In the second quarter of 2004, Nucor’s consolidated net sales increased 82% to $2,761.8 million, compared with $1,520.5 million in the second quarter of 2003 and increased 21%, compared with $2,286.4 million in the first quarter of 2004. Average sales price per ton increased 61% from the second quarter of 2003 and increased 26% from the first quarter of 2004. Total tons shipped to outside customers increased 13% from the second quarter of 2003 and decreased 5% from the first quarter of 2004.

The average scrap and scrap substitute cost per ton used increased 69% from $127 in the first half of 2003 to $214 in the first half of 2004, and increased 73% from $131 in the second quarter of 2003 to $227 in the second quarter of 2004.

Nucor incurred a charge to value inventories using the last-in, first-out (LIFO) method of accounting of $99.3 million in the first half of 2004 (including a LIFO charge of $19.3 million for Nucor-Yamato Steel Company, of which Nucor owns 51%), compared with a charge of $12.9 million in the first half of 2003 (including a LIFO charge of $2.5 million for Nucor-Yamato Steel Company). In the second quarter of 2004, the LIFO charge was $67.1 million (including a LIFO charge of $12.1 million for Nucor-Yamato Steel Company), compared with a charge of $6.5 million in the second quarter of 2003 (including a LIFO charge of $1.3 million for Nucor-Yamato Steel Company).

The increases in earnings and sales are due to increased demand for our products and the resulting increase in base prices, the continuation of a raw material surcharge that we initiated in the first quarter of 2004 to address historically high scrap costs, and the continuation of the turnaround achieved in the first quarter at our sheet mill in Decatur, Alabama and our plate mill in Hertford County, North Carolina.

Pre-operating and start-up costs of new facilities decreased to $16.8 million in the first half of 2004, compared with $60.2 million in the first half of 2003. For the second quarter of 2004, pre-operating and start-up costs were $7.6 million compared with $33.5 million in the second 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.

After evaluating our options for the steel mill in Kingman, Arizona that we purchased from North Star Steel in the first quarter of 2003, we determined that we will not restart the melt shop. Accordingly, we reduced the value of this asset by $13.2 million in the second quarter of 2004, which is reflected in cost of products sold.

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

News Release

NUCOR REPORTS RESULTS FOR FIRST HALF AND SECOND QUARTER OF 2004 (Continued)

In the first half 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 10,081,000 tons, compared with 8,545,000 tons produced in the first half of 2003, an increase of 18%. Total steel shipments increased 16% to 10,050,000 tons in the first half of 2004, compared with 8,643,000 tons in last year’s first half. Steel shipments to outside customers increased 15% to 9,182,000 tons in the first half of 2003, compared with 7,993,000 tons in last year’s first half. In the steel products segment, steel joist production during the first half of 2004 increased to 252,000 tons, compared with 235,000 tons in the first half of 2003. Steel deck sales decreased to 168,000 tons in the first half of 2003, compared with 172,000 tons in last year’s first half. Cold finished steel sales increased to 145,000 tons, compared with 128,000 tons in the first half of 2003.

Nucor had an effective tax rate of 36.4% in the first half of 2004 compared with 18.4% in the first half of 2003 and 6.1% for the year 2003, and had an effective tax rate of 36.6% in the second quarter of 2004 compared with 11.2% in the second quarter of 2003. The increase in the effective tax rate is primarily due to the effect of increased pre-tax earnings.

On July 17, 2004, Nucor’s wholly owned subsidiary, Nucor Steel Tuscaloosa, Inc., purchased substantially all of the steelmaking assets of Corus Tuscaloosa for a price of approximately $90 million. The facility is a coiled plate mill that manufactures pressure vessel steel coil, discrete plate and cut-to-length plate products. Located in Tuscaloosa, Alabama, the mill was built in 1985. In 1996, a melting and casting facility expansion and mill modernization project increased its annual capacity to approximately 800,000 tons.

Demand for our products continues to be strong due to increases in industrial spending and non-residential construction. The raw material surcharges are increasing in the third quarter following the recent surge in scrap prices. We expect that the third quarter will be stronger than the second quarter and that improving economic conditions and continuing strong steel demand will contribute to estimated earnings of between $3.20 and $3.40 per share in the third quarter of 2004, compared to $.20 per share in the third quarter of 2003. 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.

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

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

News Release

NUCOR REPORTS RESULTS FOR FIRST HALF AND SECOND 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 second quarter results on July 22, 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)

	Six Months (26 Weeks) Ended						Three Months (13 Weeks) Ended
	July 3, 2004			July 5, 2003			July 3, 2004		July 5, 2003
NET SALES	$	5,048,238		$	3,000,732		$	2,761,822	$	1,520,461
COSTS, EXPENSES AND OTHER:
Cost of products sold		4,250,285			2,860,571			2,233,916		1,454,146
Marketing, administrative and other expenses		187,405			86,129			110,006		45,938
Interest expense (net)		12,778			13,614			6,116		6,547
Minority interests		26,286			10,585			15,488		4,346
Other income		(1,596	)		(2,301	)		—		—
		4,475,158			2,968,598			2,365,526		1,510,977
EARNINGS BEFORE INCOME TAXES		573,080			32,134			396,296		9,484
Provision for income taxes		208,400			5,927			144,854		1,059
NET EARNINGS	$	364,680		$	26,207		$	251,442	$	8,425
NET EARNINGS PER SHARE:
Basic	$	4.62		$	0.34		$	3.18	$	0.11
Diluted	$	4.59		$	0.33		$	3.17	$	0.11
AVERAGE SHARES OUTSTANDING:
Basic		78,874			78,187			79,006		78,193
Diluted		79,397			78,282			79,436		78,316

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

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

News Release

NUCOR REPORTS RESULTS FOR FIRST HALF AND SECOND QUARTER OF 2004 (Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands)

	July 3, 2004			Dec. 31, 2003
Assets
CURRENT ASSETS:
Cash and short-term investments	$	502,050		$	350,332
Accounts receivable		900,915			572,479
Inventories		730,349			560,396
Other current assets		145,407			137,353
Total current assets		2,278,721			1,620,560
PROPERTY, PLANT AND EQUIPMENT		2,721,028			2,817,135
OTHER ASSETS		111,117			54,658
	$	5,110,866		$	4,492,353
Liabilities and stockholders' equity
CURRENT LIABILITIES:
Accounts payable	$	412,595		$	329,863
Federal income taxes		75,353			—
Salaries, wages and related accruals		201,242			91,187
Accrued expenses and other current liabilities		247,053			208,545
Total current liabilities		936,243			629,595
LONG-TERM DEBT DUE AFTER ONE YEAR		903,550			903,550
DEFERRED CREDITS AND OTHER LIABILITIES		418,877			439,852
MINORITY INTERESTS		146,601			177,279
STOCKHOLDERS' EQUITY:
Common stock		36,684			36,427
Additional paid-in capital		148,499			117,399
Retained earnings		2,973,167			2,641,708
Unearned compensation		(492	)		—
		3,157,858			2,795,534
Treasury stock		(452,263	)		(453,457	)
Total stockholders' equity		2,705,595			2,342,077
	$	5,110,866		$	4,492,353

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

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

News Release

NUCOR REPORTS RESULTS FOR FIRST HALF AND SECOND QUARTER OF 2004 (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

	Six Months (26 Weeks) Ended
	July 3, 2004			July 5, 2003
Operating activities:
Net earnings	$	364,680		$	26,207
Adjustments:
Depreciation		193,679			183,039
Gain on sale of facility and equipment		(1,596	)		—
Impairment of assets		13,200			—
Deferred income taxes		(32,600	)		8,700
Minority interests		26,285			10,577
Changes in (exclusive of acquisitions and dispositions):
Current assets		(512,413	)		(48,580	)
Current liabilities		313,094			27,752
Other		7,585			(923	)
Cash provided by operating activities		371,914			206,772
Investing activities:
Capital expenditures		(111,524	)		(94,275	)
Investment in affiliates		(53,495	)		(9,201	)
Disposition of plant and equipment		2,456			199
Acquisitions (net of cash acquired)		—			(34,941	)
Cash used in investing activities		(162,563	)		(138,218	)
Financing activities:
Repayment of long-term debt		—			(16,000	)
Issuance of common stock		32,551			1,130
Distributions to minority interests		(56,963	)		(59,135	)
Cash dividends		(33,221	)		(31,278	)
Cash used in financing activities		(57,633	)		(105,283	)
Increase (decrease) in cash and short-term investments	$	151,718		$	(36,729	)

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

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