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): January 27, 2006

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 January 27, 2006, Nucor Corporation issued a news release reporting its financial results for the year ended December 31, 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 January 27, 2006

2

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: January 27, 2006

3

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	News Release of Nucor Corporation, issued January 27, 2006

4

EX-99.1

Exhibit 99.1

News Release

NUCOR REPORTS RECORD RESULTS FOR 2005

CHARLOTTE, NORTH CAROLINA, January 27, 2006 – Nucor Corporation (NYSE: NUE) announced today record consolidated net earnings and sales for 2005. Nucor’s consolidated net earnings for 2005 were $1.31 billion ($8.26 per diluted share), an increase of 17% over net earnings of $1.12 billion ($7.02 per diluted share) in 2004. Consolidated net earnings of $341.0 million ($2.18 per diluted share) in this year’s fourth quarter were flat compared with $341.4 million ($2.12 per diluted share) earned in the fourth quarter of 2004 and increased 17% from the $291.9 million ($1.86 per diluted share) earned in the third quarter of 2005. Fourth quarter earnings per share improved 3% over the fourth quarter of 2004 primarily due to a smaller number of shares outstanding during the quarter.

Nucor’s consolidated net sales for 2005 increased 12% to $12.70 billion, compared with $11.38 billion in 2004. Average sales price per ton increased 4% while total tons shipped to outside customers increased 7% from 2004. In the fourth quarter of 2005, Nucor’s consolidated net sales increased 4% to $3.21 billion, compared with $3.09 billion in the fourth quarter of 2004 and increased 6% compared with $3.03 billion from the third quarter of 2005. Average sales price per ton decreased 10% from the fourth quarter of 2004 and increased 10% from the third quarter of 2005. Total tons shipped to outside customers were 5,089,000 tons in the fourth quarter of 2005, an increase of 15% over the fourth quarter of 2004 and a decrease of 4% from the third quarter of 2005.

The average scrap and scrap substitute cost per ton used increased 3% from $238 in 2004 to $244 in 2005, decreased 14% from $278 in the fourth quarter of 2004 to $240 in the fourth quarter of 2005, and increased 11% from $217 in the third quarter of 2005. Total energy costs increased approximately $7 per ton from 2004 to 2005, increased approximately $10 per ton from the fourth quarter of 2004 to the fourth quarter of 2005, and increased approximately $3 per ton from the third quarter of 2005 to the fourth quarter of 2005. Nucor is partially hedged against exposure to increases in energy costs.

Nucor incurred a credit to value inventories using the last-in, first-out (LIFO) method of accounting of $151.6 million in 2005, compared with a charge of $375.9 million in 2004. In the fourth quarter of 2005, the LIFO credit was $3.6 million, compared with a charge of $152.5 million in the fourth quarter of 2004, and a credit of $52.0 million in the third quarter of 2005. The fourth quarter LIFO credit was well below our forecast of $50.0 million.

In 2005, Nucor established company records in its steel mills segment for steel production, total steel shipments and steel sales to outside customers. Steel production was 20,332,000 tons, compared with 19,737,000 tons produced in 2004, an increase of 3%. Total steel shipments increased 6% to 20,669,000 tons in 2005, compared with 19,464,000 tons in 2004. Based on the strength of our bar, plate and beam products, steel shipments to outside customers increased 7% to 19,020,000 tons in 2005, compared with 17,787,000 tons in 2004. In the steel products segment, steel joist production during 2005 increased to 554,000 tons, compared with 522,000 tons in 2004. Steel deck sales increased to a record 380,000 tons in 2005, compared with 364,000 tons in 2004. Cold finished steel sales increased to a record 342,000 tons, compared with 271,000 tons in 2004.

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 RECORD RESULTS FOR 2005 (Continued)

In 2005, Nucor increased its base dividend and paid a quarterly supplemental dividend, resulting in dividend payments tripling from $69.7 million in 2004 to $209.8 million in 2005. We recently announced an additional increase in the supplemental dividend to $0.50 per share for a total dividend of $0.65 per share to be paid in the first quarter of 2006, compared with the total dividend of $0.40 per share paid in the fourth quarter of 2005.

Nucor repurchased approximately 845,000 shares of Nucor’s common stock at a cost of approximately $46.1 million under a publicly announced stock repurchase program during the fourth quarter of 2005, and repurchased approximately 5.6 million shares at a cost of about $291.2 million during 2005. Approximately 12.9 million shares remain authorized for repurchase.

Nucor expects that the first quarter of 2006 will be another strong quarter, as we continue to benefit from product line diversification. We expect that overall demand and margins for our products will remain strong and that earnings will be in the range of $1.90 to $2.10 per diluted share.

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 fourth quarter results on January 27, 2006 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 Executive Offices:        2100 Rexford Road, Charlotte, North Carolina 28211

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

News Release

NUCOR REPORTS RECORD RESULTS FOR 2005 (Continued)

Unaudited figures are as follows:

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

(In thousands, except per share data)

	Year Ended December 31,						Quarter Ended December 31,
	2005			2004			2005			2004
NET SALES		$12,700,999			$11,376,828			$3,207,464			$3,088,998
COSTS, EXPENSES AND OTHER:
Cost of products sold		10,085,396			9,128,872			2,509,400			2,445,069
Marketing, administrative and
other expenses		493,560			415,030			147,382			96,052
Interest expense (income), net		4,201			22,352			(3,195	)		4,521
Minority interests		110,674			80,894			34,079			20,547
Other income		(9,200	)		(1,596	)		—			—
		10,684,631			9,645,552			2,687,666			2,566,189
EARNINGS BEFORE
INCOME TAXES		2,016,368			1,731,276			519,798			522,809
Provision for income taxes		706,084			609,791			178,764			181,391
NET EARNINGS	$	1,310,284		$	1,121,485		$	341,034		$	341,418
NET EARNINGS PER SHARE:
Basic	$	8.34		$	7.08		$	2.20		$	2.14
Diluted	$	8.26		$	7.02		$	2.18		$	2.12
AVERAGE SHARES OUTSTANDING:
Basic		157,128			158,383			154,941			159,268
Diluted		158,565			159,754			156,433			160,777

Page 3 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 RECORD RESULTS FOR 2005 (Continued)

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

(In thousands)

	Dec. 31, 2005			Dec. 31, 2004
Assets
CURRENT ASSETS:
Cash and short-term investments	$	1,837,510		$	779,049
Accounts receivable		1,000,629			962,755
Inventories		945,054			1,239,888
Other current assets		288,360			193,256
Total current assets		4,071,553			3,174,948
PROPERTY, PLANT AND EQUIPMENT		2,855,717			2,818,307
OTHER ASSETS		211,517			139,952
TOTAL ASSETS	$	7,138,787		$	6,133,207
Liabilities and stockholders' equity
CURRENT LIABILITIES:
Long-term debt due within one year	$	1,250		$	—
Accounts payable		501,624			471,549
Federal income taxes payable		—			28,957
Salaries, wages and related accruals		368,568			320,276
Accrued expenses and other current liabilities		384,257			245,008
Total current liabilities		1,255,699			1,065,790
LONG-TERM DEBT DUE AFTER ONE YEAR		922,300			923,550
DEFERRED CREDITS AND OTHER LIABILITIES		486,910			514,569
MINORITY INTERESTS		194,090			173,313
STOCKHOLDERS' EQUITY:
Common stock		74,120			73,753
Additional paid-in capital		191,850			147,206
Retained earnings		4,709,111			3,688,555
Unearned compensation		(3,287	)		(392	)
Accumulated other comprehensive income (loss), net of income taxes		46,600			(1,177	)
		5,018,394			3,907,945
Treasury stock		(738,606	)		(451,960	)
Total stockholders' equity		4,279,788			3,455,985
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	7,138,787		$	6,133,207

Page 4 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 RECORD RESULTS FOR 2005 (Continued)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands)

	Year Ended December 31,
	2005			2004
Operating activities:
Net earnings	$	1,310,284		$	1,121,485
Adjustments:
Depreciation		375,054			383,305
Impairment of assets		—			13,200
Deferred income taxes		(29,379	)		6,693
Minority interests		110,663			80,892
Settlement of natural gas hedges		12,365			—
Changes in (exclusive of acquisitions):
Accounts receivable		(19,425	)		(354,897	)
Inventories		337,862			(635,641	)
Accounts payable		17,259			130,604
Federal income taxes		(68,331	)		35,403
Salaries, wages and related accruals		46,376			228,203
Other		43,887			15,509
Cash provided by operating activities		2,136,615			1,024,756
Investing activities:
Capital expenditures		(331,466	)		(285,925	)
Investment in affiliates		(41,903	)		(82,458	)
Disposition of plant and equipment		752			3,094
Acquisitions (net of cash acquired)		(154,864	)		(169,646	)
Cash used in investing activities		(527,481	)		(534,935	)
Financing activities:
Proceeds from long-term debt		—			20,000
Issuance of common stock		40,209			68,630
Distributions to minority interests		(89,886	)		(84,858	)
Cash dividends		(209,752	)		(69,676	)
Acquisition of treasury stock		(291,244	)		—
Termination of interest rate swap agreement		—			4,800
Cash used in financing activities		(550,673	)		(61,104	)
Increase in cash and short-term investments		1,058,461			428,717
Cash and short-term investments—beginning of year		779,049			350,332
Cash and short-term investments—end of year	$	1,837,510		$	779,049

Page 5 of 5

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

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