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Third Quarter 2004

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For quarterly period ended October 2, 2004

Commission file number 1-4119

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

(704) 366-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x.    No  ¨.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x.    No  ¨.

159,090,824 shares of common stock were outstanding at October 2, 2004, as adjusted for the stock split described in Note 2 to Nucor’s condensed consolidated financial statements.

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Nucor Corporation

Form 10-Q

October 2, 2004

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Nucor Corporation Condensed Consolidated Statements of Earnings (Unaudited)

(In thousands, except per share amounts)

See notes to condensed consolidated financial statements.

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Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

See notes to condensed consolidated financial statements.

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Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

See notes to condensed consolidated financial statements.

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Nucor Corporation – Notes to Condensed Consolidated Financial Statements (Unaudited)

Inventories valued using the last-in, first-out (LIFO) method of accounting represent approximately 74% of total inventories as of October 2, 2004 (75% of total inventories as of December 31, 2003). If the first-in, first-out (FIFO) method of accounting had been used, inventories would have been $380.9 million higher at October 2, 2004 ($157.6 million at December 31, 2003).

In September 2004, Nucor issued $20.0 million aggregate principal amount of variable rate solid waste disposal revenue bonds, maturing in 2020. The interest rate for this issue was 1.75% at October 2, 2004.

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Nucor Corporation – Notes to Condensed Consolidated Financial Statements (Unaudited), continued

The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and experience.

Other contingent liabilities with respect to product warranties, legal proceedings and other matters arise in the normal course of business. In the opinion of management, no such matters exist which would have a material effect on the consolidated financial statements.

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Nucor Corporation – Notes to Condensed Consolidated Financial Statements (Unaudited), continued

Interest expense, minority interests, other income and certain marketing, administrative and other expenses, such as changes in the LIFO reserve and environmental accruals, are shown under Corporate/eliminations/other. Corporate assets primarily include cash and short-term investments, deferred income tax assets and investment in affiliates. The company’s segment results are as follows (in thousands):

In July 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 $89.4 million. The facility is a coiled plate mill that manufactures pressure vessel steel coil, discrete plate and cut-to-length plate products with an annual capacity of approximately 800,000 tons.

In August 2004, Nucor’s wholly owned subsidiary, Nucor Steel Decatur, LLC, purchased certain assets of Worthington Industries, Inc. cold rolling mill in Decatur, Alabama for a cash purchase price of approximately $80.3 million. The assets purchased include all of the buildings, the pickle line, four-stand tandem cold mill, temper mill and annealing furnaces adjacent to the current Nucor Steel Decatur, LLC steel plant. This 1,000,000-ton cold mill facility has 600,000 tons of annealing capacity.

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Nucor Corporation – Notes to Condensed Consolidated Financial Statements (Unaudited), continued

In March 2003, Nucor’s wholly owned subsidiary, Nucor Steel Kingman, LLC, purchased substantially all of the assets of the Kingman, Arizona steel facility of North Star Steel (“North Star”) for approximately $35.0 million. The purchase price did not include working capital and Nucor assumed no material liabilities of the North Star operation. Nucor Steel Kingman is currently not operating. After evaluating options for this facility, Nucor decided not to restart the melt shop. Accordingly, the value of this asset was reduced by $13.2 million in the second quarter of 2004, which has been reflected in cost of products sold.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements made in this quarterly report are forward-looking statements that involve risks and uncertainties. These forward-looking statements reflect the Company’s best judgment based on current information, and although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the results and expectations discussed herein. 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) availability and cost of electricity and natural gas; (3) market demand for steel products; (4) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (5) uncertainties surrounding the global economy, including excess world capacity for steel production; (6) U.S. and foreign trade policy affecting steel imports or exports; (7) significant changes in government regulations affecting environmental compliance; (8) the cyclical nature of the domestic steel industry; (9) capital investments and their impact on our performance; (10) our safety performance; and (11) other factors described in the Company’s filings with the Securities and Exchange Commission.

The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements included elsewhere in this report, as well as the audited financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2003.

Operations

Net sales for the third quarter of 2004 increased 102% from the third quarter of 2003 primarily due to an 87% increase in average sales price per ton from $358 in the third quarter of 2003 to $668 in the third quarter of 2004 and to an 8% increase in total tons shipped to outside customers. Net sales for the first nine months of 2004 increased 80% from the first nine months of 2003. Average sales price per ton increased 61% from $352 in the first nine months of 2003 to $565 in the first nine months of 2004, while total tons shipped to outside customers increased 12%. Net sales increased due to increased demand for our products and the resulting increase in base prices, as well as the continuation of a raw material surcharge that was initiated in the first quarter of 2004 to address historically high scrap costs.

During the first nine months of 2004, Nucor established records in the steel mills segment for steel production, total steel shipments and steel sales to outside customers. The steel mills operated substantially at capacity in the first nine months of 2004 versus 91% in the first nine months of 2003. In the first nine months of 2004, steel production was 15,153,000 tons, compared with 13,015,000 tons produced in the first nine months of 2003. Total steel shipments were 15,018,000 tons in the first nine months of 2004, compared with 13,189,000 tons in last year’s first nine months. Steel shipments to outside customers were 13,674,000 tons in the first nine months of 2004, compared with 12,155,000 tons in the first nine months of 2003. In the steel products segment, steel joist production during the first nine months of 2004 was 396,000 tons, compared with 378,000 tons in the first nine months of 2003. Steel deck sales were 271,000 tons, compared with 266,000 tons in last year’s first nine months. Cold finished steel sales were 211,000 tons, compared with 182,000 tons in the first nine months of 2003.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

The major component of cost of products sold is raw material costs. In the third quarter of 2004, the average price of raw materials increased approximately 72% from the third quarter of 2003, and increased approximately 64% in the first nine months of 2004 compared with the first nine months of 2003. The average prices of raw materials used in the steel mills segment and the steel products segment increased approximately 75% and 31%, respectively, from the third quarter of 2003 and increased approximately 69% and 17%, respectively, from the first nine months of 2003. The average scrap and scrap substitute cost per ton used in our steel mills segment was $248 in the third quarter of 2004, an increase of 81% from $137 in the third quarter of 2003, and was $225 in the first nine months of 2004, an increase of 73% from $130 in the first nine months of 2003. As a result of these rising scrap prices and because Nucor values inventories using the last-in, first-out (LIFO) method of accounting, Nucor incurred a charge (a “LIFO charge”) that had the effect of increasing cost of products sold by $124.1 million in the third quarter of 2004 (including a LIFO charge of $6.1 million for Nucor Yamato Steel Company, of which Nucor owns 51%). This compares with a LIFO charge of $26.6 million in the third quarter of 2003 (including a LIFO charge of $6.2 million for Nucor-Yamato Steel Company). In the first nine months of 2004, the LIFO charge was $223.4 million (including a LIFO charge of $25.4 million for Nucor-Yamato Steel Company). This compares with a charge of $39.5 million in the first nine months of 2003 (including a LIFO charge of $8.7 million for Nucor-Yamato Steel Company). The LIFO charges for these interim periods are based on management’s estimates of both inventory prices and quantities at year-end. These estimates will likely differ from actual amounts, and such differences may be significant.

Pre-operating and start-up costs of new facilities decreased to $4.5 million in the third quarter of 2004, compared with $31.3 million in the third quarter of 2003. For the first nine months of 2004, pre-operating and start-up costs decreased to $21.3 million, compared with $91.5 million in the first nine months of 2003. In 2004, these costs primarily related to the 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.

During the third quarter and first nine months of 2004, Nucor revised estimates for environmental reserves as additional information was obtained, reducing environmental reserves by $10.3 million and $9.8 million, respectively. In the third quarter and first nine months of 2003, Nucor reduced estimates for environmental reserves by $5.0 million and $8.1 million, respectively.

Gross margins improved to approximately 25% for the third quarter of 2004 and approximately 19% for the first nine months of 2004, compared with approximately 4% for the third quarter of 2003 and approximately 5% for the first nine months of 2003. The improvement is due to the events and trends discussed above as well as to the turnaround achieved at our sheet mill in Decatur, Alabama and the plate mill in Hertford County, North Carolina and to the acquisitions finalized in the third quarter. Although we anticipate that underlying demand will remain strong, we expect average sales prices and our gross margins to decrease slightly in the fourth quarter.

The major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs increased approximately 5% from the third quarter of 2003 to the third quarter of 2004, and decreased approximately 1% in the first nine months of 2004 compared to the first nine months of 2003. Profit sharing costs, which are based upon and generally fluctuate with pre-tax earnings, increased approximately twentyfold from the third quarter of 2003 to the third quarter of 2004, and increased approximately twelvefold from the first nine months of 2004 compared with the first nine months of 2003.

Interest expense, net of interest income, decreased from the third quarter of 2003 to the third quarter of 2004, and decreased from the first nine months of 2003 to the first nine months of 2004, primarily due to an increase in short-term investments and to call premiums expensed in the first quarter of 2003 when fixed rate industrial revenue bonds were redeemed and reissued in the form of new variable rate industrial revenue bonds. There were no such call premiums incurred in the first nine months of 2004.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations, continued

Minority interests represent the income attributable to the minority partners of Nucor’s less than 100% owned joint venture, Nucor-Yamato Steel Company. Under the partnership agreement, the minimum amount of cash to be distributed each year to the partners of Nucor-Yamato Steel Company is the amount needed by each partner to pay applicable U.S. federal and state income taxes. In the first nine months of 2004 and 2003, the amount of cash distributed to minority interest holders exceeded amounts allocated to minority interests based on mutual agreement of the general partners; however, the cumulative amount of cash distributed to partners was less than the cumulative net earnings of the partnership.

In the first nine months of 2004, Nucor realized a $1.6 million gain on the sale of equipment. In the third quarter and first nine months of 2003, Nucor reported other income of $4.8 million and $7.1 million, respectively, related to graphite electrodes anti-trust settlements.

Nucor had an effective tax rate of 34.6% in the third quarter of 2004 compared with 15.3% in the third quarter of 2003, and had an effective tax rate of 35.4% in the first nine months of 2004 compared with 17.3% in the first nine months of 2003. The increase in the effective tax rate is primarily due to the effect of increased pre-tax earnings in 2004, partially offset by resolution of certain tax issues in the third quarter of 2004.

Net earnings increased during the third quarter and first nine months of 2004 compared with the third quarter and first nine months of 2003 due to increased shipments, higher average selling prices, increased margins and decreased pre-operating and start-up costs, partially offset by increased LIFO charges, increased profit-sharing costs and increased income taxes.

Liquidity and capital resources

The current ratio was 2.3 at the end of the first nine months of 2004 and 2.6 at year-end 2003. The percentage of long-term debt to total capital was 22% at the end of the first nine months of 2004 and 26% at year-end 2003. Nucor has a simple capital structure with no off-balance sheet arrangements or relationships with unconsolidated special purpose entities.

Capital expenditures increased approximately 34% from the first nine months of 2003 to the first nine months of 2004. Capital expenditures are projected to be approximately $230.0 million for all of 2004.

During the third quarter of 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 $89.4 million. Also in the third quarter of 2004, Nucor’s wholly owned subsidiary, Nucor Steel Decatur, LLC purchased certain assets of Worthington Industries, Inc. cold rolling mill in Decatur, Alabama for a cash purchase price of approximately $80.3 million. These acquisitions were not material to the consolidated financial statements and did not result in goodwill or other intangible assets.

Funds provided from operations and existing credit facilities are expected to be sufficient to meet future capital expenditure and working capital requirements for existing operations for at least the next 24 months. Nucor has the financial ability to borrow additional funds to finance major acquisitions and still maintain reasonable leverage.

Nucor’s directors have approved the purchase of up to 30.0 million shares of Nucor common stock. There were no repurchases during the first nine months of 2004 or fiscal 2003. Since the inception of the stock repurchase program in 1998, Nucor has repurchased approximately 21.6 million shares at a cost of about $444.5 million.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the ordinary course of business, Nucor is exposed to a variety of market risks. We continually monitor these risks and develop appropriate strategies to manage them.

Interest Rate Risk – Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. Nucor also makes use of interest rate swaps to manage net exposure to interest rate changes. Management does not believe that Nucor’s exposure to interest rate market risk has significantly changed since December 31, 2003.

Commodity Price Risk – In the ordinary course of its business, Nucor is exposed to market risk for price fluctuations of raw materials and energy, principally scrap steel and natural gas. We attempt to negotiate the best prices for our raw materials and energy requirements and to obtain prices for our steel products that match market price movements in response to supply and demand. In the first quarter of 2004, Nucor initiated a raw material surcharge designed to pass through the historically high cost of scrap steel and other raw materials. Our surcharge mechanism has worked effectively to reduce the time lag in passing through higher raw material costs so that we can maintain our gross margins.

We use natural gas purchase contracts to partially manage our exposure to fluctuations in the cost of our supply of natural gas. The use of these contracts has not been significant in relation to Nucor’s overall business activity.

Item 4. Controls and Procedures

Our management, including our principal executive and principal financial officers, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed in this Form 10-Q quarterly report has been appropriately recorded, processed, summarized and reported within the period covered by this report. Based on that evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures are effective at the reasonable assurance level of achieving Nucor’s disclosure control objectives.

Our management, including our principal executive and principal financial officers, has evaluated any changes in our internal control over financial reporting that occurred during the quarterly period covered by this report, and has concluded that there was no change that occurred during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See the disclosure that appears under Legal Proceedings in Item 1. of Part II of our Report on Form 10-Q for the quarter ended April 3, 2004.

Item 6. Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Nucor Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

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NUCOR CORPORATION

List of Exhibits to Form 10-Q – October 2, 2004

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