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 20, 2005

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.)

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 20, 2005, Nucor Corporation issued a news release reporting its financial results for the fiscal quarter ended October 1, 2005. A copy of the news release is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits

99.1 News Release of Nucor Corporation, issued October 20, 2005

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 20, 2005

2

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	News Release of Nucor Corporation, issued October 20, 2005

3

EX-99.1

Exhibit 99.1

NUCOR News Release

NUCOR REPORTS RESULTS FOR FIRST NINE MONTHS AND THIRD QUARTER OF 2005

CHARLOTTE, NORTH CAROLINA, October 20, 2005 – Nucor Corporation (NYSE: NUE) announced today record consolidated net earnings for the first nine months of 2005. Nucor’s consolidated net earnings for the first nine months of 2005 were $969.3 million ($6.08 per diluted share), an increase of 24% over net earnings of $780.1 million ($4.90 per diluted share) in last year’s first nine months. Consolidated net earnings of $291.9 million ($1.86 per diluted share) in this year’s third quarter decreased 30% compared with $415.4 million ($2.59 per diluted share) earned in the third quarter of 2004 and decreased 10% from the $322.7 million ($2.03 per diluted share) earned in the second quarter of 2005.

In the first nine months of 2005, Nucor’s consolidated net sales increased 15% to $9.49 billion, compared with $8.29 billion in last year’s first nine months. Average sales price per ton increased 9% while total tons shipped to outside customers increased 5% from the first nine months of 2004. In the third quarter of 2005, Nucor’s consolidated net sales decreased 7% to $3.03 billion, compared with $3.24 billion in the third quarter of 2004 and decreased 4% compared with $3.15 billion in the second quarter of 2005. Average sales price per ton decreased 15% from the third quarter of 2004 and decreased 8% from the second quarter of 2005. Total tons shipped to outside customers were a record 5,298,000 tons in the third quarter of 2005, an increase of 9% over the third quarter of 2004 and an increase of 5% over the second quarter of 2005.

The average scrap and scrap substitute cost per ton used increased 9% from $225 in the first nine months of 2004 to $245 in the first nine months of 2005, decreased 13% from $248 in the third quarter of 2004 to $217 in the third quarter of 2005, and decreased 12% from $246 in the second quarter of 2005. Total energy costs increased approximately $6 per ton from the first nine months of 2004 to the first nine months of 2005, increased approximately $12 per ton from the third quarter of 2004 to the third quarter of 2005, and increased approximately $6 per ton from the second quarter of 2005 to the third quarter of 2005.

Nucor incurred a credit to value inventories using the last-in, first-out (LIFO) method of accounting of $148.0 million in the first nine months of 2005, compared with a charge of $223.4 million in the first nine months of 2004. In the third quarter of 2005, the LIFO credit was $52.0 million, compared with a charge of $124.1 million in the third quarter of 2004 and a credit of $69.9 million in the second quarter of 2005.

In the steel mills segment, steel production remained flat at 15,136,000 tons in the first nine months of 2005, compared with 15,153,000 tons produced in the first nine months of 2004. Total steel shipments increased 3% to 15,504,000 tons in the first nine months of 2005, compared with 15,018,000 tons in last year’s first nine months. Steel shipments to outside customers increased 5% to 14,295,000 tons in the first nine months of 2005, compared with 13,674,000 tons in last year’s first nine months. In the steel products segment, steel joist production during the first nine months of 2005 increased to 413,000 tons, compared with 396,000 tons in the first nine months of 2004. Steel deck sales increased to 285,000 tons in the first nine months of 2005, compared with 271,000 tons in last year’s first nine months. Cold finished steel sales increased to 261,000 tons, compared with 211,000 tons in the first nine months of 2004.

Page 1 of 5

NUCOR News Release

NUCOR REPORTS RESULTS FOR FIRST NINE MONTHS AND THIRD QUARTER OF 2005 (Continued)

In the steel mills segment, steel production increased 3% from 4,943,000 tons in the second quarter of 2005 to 5,085,000 tons in the third quarter of 2005. Steel shipments to outside customers increased 5% to 4,914,000 tons in the third quarter of 2005, compared with 4,693,000 tons in the second quarter of the year. The increase in production and shipments over the prior year and over the second quarter reflects stronger business conditions in long products and plate products, as well as acquisitions made in 2004 and 2005.

Nucor repurchased approximately 722,000 shares of Nucor’s common stock at a cost of approximately $39.3 million under a publicly announced stock repurchase program during the third quarter of 2005, and repurchased approximately 4.7 million shares at a cost of about $245.2 million during the first nine months of 2005. Approximately 3.8 million shares remain authorized for repurchase under the current program.

Our earnings guidance for the fourth quarter of $1.70 to $1.90 per diluted share is consistent with our view that business conditions will remain strong through the fourth quarter of 2005 and into the first quarter of 2006. The biggest threats to this guidance are related to three important issues: import levels, energy costs and availability, and a significant slowdown in our economy.

Nucor and affiliates are manufacturers of steel products, with operating facilities in sixteen 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.

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, 2004 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 20, 2005 at 2:00 pm eastern time. The conference call will be available over the Internet at www.nucor.com, under Investor Relations/Investor Information.

Page 2 of 5

NUCOR News Release

NUCOR REPORTS RESULTS FOR FIRST NINE MONTHS AND THIRD QUARTER OF 2005 (Continued)

Unaudited figures are as follows:

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

(In thousands, except per share data)

	Nine Months (39 Weeks) Ended						Three Months (13 Weeks) Ended
	Oct. 1, 2005			Oct. 2, 2004			Oct. 1, 2005		Oct. 2, 2004
NET SALES	$	9,493,535		$	8,287,830		$	3,025,911	$	3,239,592
COSTS, EXPENSES AND OTHER:
Cost of products sold		7,582,395			6,683,803			2,441,675		2,433,518
Marketing, administrative and
other expenses		339,779			318,978			111,731		131,573
Interest expense, net		7,396			17,831			922		5,053
Minority interests		76,595			60,347			24,915		34,061
Other income		(9,200	)		(1,596	)		—		—
		7,996,965			7,079,363			2,579,243		2,604,205
EARNINGS BEFORE INCOME TAXES		1,496,570			1,208,467			446,668		635,387
Provision for income taxes		527,320			428,400			154,791		220,000
NET EARNINGS	$	969,250		$	780,067		$	291,877	$	415,387
NET EARNINGS PER SHARE:
Basic	$	6.14		$	4.93		$	1.87	$	2.62
Diluted	$	6.08		$	4.90		$	1.86	$	2.59
AVERAGE SHARES OUTSTANDING:
Basic		157,865			158,094			155,832		158,796
Diluted		159,316			159,347			157,236		160,229

Page 3 of 5

NUCOR News Release

NUCOR REPORTS RESULTS FOR FIRST NINE MONTHS AND THIRD QUARTER OF 2005 (Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands)

	Oct. 1, 2005			Dec. 31, 2004
Assets
CURRENT ASSETS:
Cash and short-term investments	$	1,607,238		$	779,049
Accounts receivable		1,017,900			962,755
Inventories		951,143			1,239,888
Other current assets		228,729			193,256
Total current assets		3,805,010			3,174,948
PROPERTY, PLANT AND EQUIPMENT		2,845,587			2,818,307
OTHER ASSETS		308,278			139,952
TOTAL ASSETS	$	6,958,875		$	6,133,207
Liabilities and stockholders' equity
CURRENT LIABILITIES:
Long-term debt due within one year	$	1,250		$	—
Accounts payable		573,477			471,549
Federal income taxes payable		—			28,957
Salaries, wages and related accruals		336,032			320,276
Accrued expenses and other current liabilities		348,836			245,008
Total current liabilities		1,259,595			1,065,790
LONG-TERM DEBT DUE AFTER ONE YEAR		922,300			923,550
DEFERRED CREDITS AND OTHER LIABILITIES		517,971			514,569
MINORITY INTERESTS		169,257			173,313
STOCKHOLDERS' EQUITY:
Common stock		73,987			73,753
Additional paid-in capital		172,241			147,206
Retained earnings		4,468,930			3,688,555
Unearned compensation		(3,887	)		(392	)
Accumulated other comprehensive income (loss), net of income taxes		71,100			(1,177	)
		4,782,371			3,907,945
Treasury stock		(692,619	)		(451,960	)
Total stockholders' equity		4,089,752			3,455,985
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	6,958,875		$	6,133,207

Page 4 of 5

NUCOR News Release

NUCOR REPORTS RESULTS FOR FIRST NINE MONTHS AND THIRD QUARTER OF 2005 (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

	Nine Months (39 Weeks) Ended
		Oct. 1, 2005			Oct. 2, 2004
Operating activities:
Net earnings	$	969,250		$	780,067
Adjustments:
Depreciation		281,499			291,805
Impairment of assets		—			13,200
Deferred income taxes		(44,910	)		(52,900	)
Minority interests		76,583			60,345
Changes in (exclusive of acquisitions):
Current assets		280,213			(832,629	)
Current liabilities		176,316			631,457
Other		(11,624	)		3,972
Cash provided by operating activities		1,727,327			895,317
Investing activities:
Capital expenditures		(222,629	)		(198,007	)
Investment in affiliates		(37,450	)		(68,550	)
Disposition of plant and equipment		709			2,813
Acquisitions (net of cash acquired)		(154,864	)		(169,646	)
Cash used in investing activities		(414,234	)		(433,390	)
Financing activities:
Proceeds from long-term debt		—			20,000
Issuance of common stock		29,768			46,769
Distributions to minority interests		(80,639	)		(71,775	)
Cash dividends		(188,875	)		(53,901	)
Acquisition of treasury stock		(245,158	)		—
Termination of interest rate swap agreement		—			4,800
Cash used in financing activities		(484,904	)		(54,107	)
Increase in cash and short-term investments		828,189			407,820
Cash and short-term investments—beginning of year		779,049			350,332
Cash and short-term investments—end of nine months	$	1,607,238		$	758,152

Page 5 of 5