nue-8k_20200723.htm

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 23, 2020

NUCOR CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-4119	13-1860817
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1915 Rexford Road, Charlotte, NC		28211
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (704) 366-7000

Not Applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.40 per share

NUE

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.Results of Operations and Financial Condition.

On July 23, 2020, Nucor Corporation issued a news release reporting its financial results for the quarter ended July 4, 2020. A copy of the news release is furnished as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

99.1		News Release of Nucor Corporation dated July 23, 2020
104		Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL (included in Exhibit 101)

The information contained in this Current Report on Form 8-K, including the exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 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, or the Exchange Act, except as shall be expressly set forth by specific reference in any such registration statement or other document.

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

Date: July 23, 2020	By:	/s/ James D. Frias
		James D. Frias
		Chief Financial Officer, Treasurer and Executive Vice President

nue-ex991_6.htm

Exhibit 99.1


News Release

Nucor Reports Results for Second Quarter of 2020

CHARLOTTE, N.C. – July 23, 2020 - Nucor Corporation (NYSE: NUE) today announced consolidated net earnings of $108.9 million, or $0.36 per diluted share, for the second quarter of 2020. By comparison, Nucor reported consolidated net earnings of $20.3 million, or $0.07 per diluted share, for the first quarter of 2020 and $386.5 million, or $1.26 per diluted share, for the second quarter of 2019.

Included in the first quarter of 2020 results were losses on assets of $287.8 million, or $0.92 per diluted share, related to our equity method investment located in Italy, Duferdofin Nucor S.r.l.

In the first half of 2020, Nucor reported consolidated net earnings of $129.2 million, or $0.42 per diluted share, compared with consolidated net earnings of $888.3 million, or $2.88 per diluted share, in the first half of 2019.

“I want to thank my teammates for their dedication and commitment to living our culture in the uncertain environment created by the COVID-19 pandemic during the last few months. Our team’s reliability and resilience are being recognized and appreciated by our customers,” said Leon Topalian, Nucor’s President and Chief Executive Officer.

COVID-19 Update
The COVID-19 pandemic continues to have a significant impact on most aspects of Americans’ daily lives and has created considerable economic uncertainty. We believe Nucor is well positioned to navigate this environment given our diverse product mix, advantaged cost position, flexible production capability and financial strength. Our most important value during this time remains the health and safety of our teammates, their families and the communities where we operate.

Financial Strength
Nucor’s enterprise-wide efforts to conserve cash and support our teammates during the COVID-19 pandemic, as described in our first quarter earnings release and 10-Q, have been effective. We have continued to generate very robust operating cash flow in challenging steel market conditions.

We were pleased to be able to further enhance our financial flexibility with the recent issuance of $500.0 million of 2.000% notes due 2025 and $500.0 million of 2.700% notes due 2030.

At the end of the second quarter of 2020, we had $3.04 billion in cash and cash equivalents and short-term investments on hand. Our $1.50 billion revolving credit facility remains undrawn and does not expire until April 2023. We continue to have the strongest credit rating in the North American steel sector (Baa1/A-) with stable outlooks at both Moody’s and Standard & Poor’s.

Page 1 of 9

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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


News Release

Nucor Reports Results for Second Quarter of 2020 (Continued)

Selected Segment Data

Earnings (loss) before income taxes and noncontrolling interests by segment for the second quarter and first half of 2020 and 2019 were as follows (in thousands):

	Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	July 4, 2020			June 29, 2019			July 4, 2020			June 29, 2019
Steel mills	$	161,453		$	578,920		$	317,959		$	1,268,318
Steel products		155,826			116,084			318,385			193,517
Raw materials		(1,834	)		21,709			(9,745	)		74,932
Corporate/eliminations		(134,388	)		(182,091	)		(299,245	)		(312,529	)
	$	181,057		$	534,622		$	327,354		$	1,224,238

Financial Review

Nucor’s consolidated net sales decreased 23% to $4.33 billion in the second quarter of 2020 compared with $5.62 billion in the first quarter of 2020 and decreased 27% compared with $5.90 billion in the second quarter of 2019. Average sales price per ton in the second quarter of 2020 increased 1% compared with the first quarter of 2020 and decreased 10% compared with the second quarter of 2019. A total of 5,479,000 tons were shipped to outside customers in the second quarter of 2020, a 24% decrease from the first quarter of 2020 and a 19% decrease from the second quarter of 2019. Total steel mill shipments in the second quarter of 2020 decreased 27% as compared to the first quarter of 2020 and decreased 18% as compared to the second quarter of 2019. Steel mill shipments to internal customers represented 21% of total steel mill shipments in the second quarter of 2020, compared with 20% in the first quarter of 2020 and 19% in the second quarter of 2019. Downstream steel product shipments to outside customers in the second quarter of 2020 decreased 12% from the first quarter of 2020 and decreased 7% from the second quarter of 2019.

In the first half of 2020, Nucor’s consolidated net sales of $9.95 billion decreased 17% compared with consolidated net sales of $11.99 billion reported in the first half of 2019. Total tons shipped to outside customers in the first half of 2020 were 12,666,000, a decrease of 6% from the first half of 2019, while the average sales price per ton in the first half of 2020 decreased 12% from the first half of 2019.

The average scrap and scrap substitute cost per gross ton used in the second quarter of 2020 was $284, a 3% decrease compared to $293 in the first quarter of 2020 and a 14% decrease compared to $330 in the second quarter of 2019. The average scrap and scrap substitute cost per gross ton used in the first half of 2020 was $289, a 15% decrease compared to $341 in the first half of 2019.

Pre-operating and start-up costs related to the Company’s growth projects were approximately $22 million, or $0.06 per diluted share, in the second quarter of 2020, compared with approximately $29 million, or $0.07 per

Page 2 of 9

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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


News Release

Nucor Reports Results for Second Quarter of 2020 (Continued)

diluted share, in the first quarter of 2020 and approximately $20.5 million, or $0.05 per diluted share, in the second quarter of 2019.

In the first half of 2020, pre-operating and start-up costs related to the Company’s growth projects were approximately $51 million, or $0.13 per diluted share, compared with approximately $40.1 million, or $0.10 per diluted share, in the first half of 2019.

Overall operating rates at the Company’s steel mills decreased to 68% in the second quarter of 2020 as compared to 89% in the first quarter of 2020 and 84% in the second quarter of 2019. Operating rates in the first half of 2020 decreased to 79% as compared to 85% in the first half of 2019.

Second Quarter of 2020 Analysis

Though overall market conditions were challenged by the COVID-19 pandemic, demand in nonresidential construction markets was resilient during the second quarter of 2020. The profitability of the steel products segment in the second quarter of 2020 decreased as compared to the first quarter of 2020, but we consider the second quarter of 2020 to be another strong quarter for this segment. The performance of our steel mills segment in the second quarter of 2020 decreased compared to the first quarter of 2020 (excluding the first quarter of 2020 impairment charge), due to the impacts of the COVID-19 pandemic. Our sheet and plate mills were the most negatively impacted of our facilities due to weak oil and gas market activity and customer production disruptions. The performance of our raw materials segment in the second quarter of 2020 marginally improved compared to the first quarter of 2020 due to better than forecasted June performance.

Third Quarter of 2020 Outlook

The ongoing COVID-19 pandemic continues to cause uncertainty in overall market conditions as we enter the third quarter of 2020. At this point, we believe earnings in the third quarter of 2020 will be similar to the second quarter of 2020. We expect another strong quarter for our downstream products segment due to the continued resiliency of nonresidential construction markets. The steel mills segment’s performance in the third quarter of 2020 is expected to be similar to the second quarter of 2020. Nonresidential construction market conditions continue to benefit our bar and structural mills, but market conditions for our sheet and plate mills remain challenged and average selling prices remain depressed. The performance of our raw materials segment in the third quarter of 2020 is expected to decrease compared to the second quarter of 2020 due to depressed pricing for raw materials.

Cash Dividend

On June 4, 2020, Nucor’s board of directors declared a cash dividend of $0.4025 per share. This cash dividend is payable on August 11, 2020 to stockholders of record as of June 30, 2020 and is Nucor’s 189^th consecutive quarterly cash dividend.

Page 3 of 9

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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


News Release

Nucor Reports Results for Second Quarter of 2020 (Continued)

Earnings Conference Call

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 23, 2020 at 2:00 p.m. eastern time. The conference call will be available over the Internet at www.nucor.com, under Investors.

About Nucor

Nucor and its affiliates are manufacturers of steel and steel products, with operating facilities in the United States, Canada and Mexico. Products produced include: carbon and alloy steel -- in bars, beams, sheet and plate; hollow structural section tubing; electrical conduit; steel piling; steel joists and joist girders; steel deck; fabricated concrete reinforcing steel; cold finished steel; precision castings; steel fasteners; metal building systems; steel grating; and wire and wire mesh. Nucor, through The David J. Joseph Company, also brokers ferrous and nonferrous metals, pig iron and hot briquetted iron / direct reduced iron; supplies ferro-alloys; and processes ferrous and nonferrous scrap. Nucor is North America’s largest recycler.

Forward-Looking Statements

Certain statements contained in this news release are “forward-looking statements” that involve risks and uncertainties. The words “anticipate,” “believe,” “expect,” “project,” “may,” “will,” “should,” “could” and similar expressions are intended to identify those forward-looking statements. 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 projected results and expectations discussed in this news release. 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) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (2) U.S. and foreign trade policies affecting steel imports or exports; (3) the sensitivity of the results of our operations to prevailing steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (4) market demand for steel products, which, in the case of many of our products, is driven by the level of nonresidential construction activity in the United States, as well as prevailing domestic prices for oil and gas; (5) energy costs and availability; and (6) the impact of the COVID-19 pandemic. These and other factors are discussed in Nucor’s regulatory filings with the Securities and Exchange Commission, including those in “Item 1A. Risk Factors” of Nucor’s Annual Report on Form 10-K for the year ended December 31, 2019 and in "Item 1A. Risk Factors" of Nucor's Quarterly Report on Form 10-Q for the quarter ended April 4, 2020. 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, except as may be required by applicable law.

Page 4 of 9

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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


News Release

Nucor Reports Results for Second Quarter of 2020 (Continued)

Contact Information

For Investor/Analyst Inquiries - Paul Donnelly, 704-264-8807, or Gregg Lucas, 704-972-1841

For Media Inquiries - Katherine Miller, 704-353-9015

Page 5 of 9

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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


News Release

Nucor Reports Results for Second Quarter of 2020 (Continued)

Tonnage Data
(In thousands)

	Three Months (13 Weeks) Ended			Six Months (26 Weeks) Ended
	July 4, 2020	June 29, 2019	Percent Change	July 4, 2020	June 29, 2019	Percent Change
Steel mills total shipments:
Sheet	2,002	2,612	-23%	4,876	5,256	-7%
Bars	1,731	2,020	-14%	3,973	4,021	-1%
Structural	517	556	-7%	1,201	1,120	7%
Plate	438	529	-17%	1,048	1,135	-8%
Other	81	83	-2%	169	257	-34%
	4,769	5,800	-18%	11,267	11,789	-4%

Sales tons to outside customers:
Steel mills	3,758	4,682	-20%	8,940	9,454	-5%
Joist	122	116	5%	253	226	12%
Deck	111	116	-4%	236	222	6%
Cold finished	75	131	-43%	201	274	-27%
Fabricated concrete reinforcing steel	309	328	-6%	620	587	6%
Piling	156	164	-5%	336	302	11%
Tubular products	249	245	2%	536	508	6%
Other steel products	87	97	-10%	186	196	-5%
Raw materials	612	845	-28%	1,358	1,722	-21%
	5,479	6,724	-19%	12,666	13,491	-6%

Page 6 of 9

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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


News Release

Nucor Reports Results for Second Quarter of 2020 (Continued)

Condensed Consolidated Statements of Earnings (Unaudited)
(In thousands, except per share data)

	Three Months (13 Weeks) Ended					Six Months (26 Weeks) Ended
	July 4, 2020		June 29, 2019			July 4, 2020		June 29, 2019
Net sales	$	4,327,306	$	5,895,986		$	9,951,643	$	11,992,610
Costs, expenses and other:
Cost of products sold		3,949,347		5,120,492			8,944,416		10,321,224
Marketing, administrative and other expenses		142,017		208,980			295,409		389,719
Equity in losses (earnings) of unconsolidated affiliates		14,078		(1,138	)		14,901		(4,044	)
Losses on assets		5,000		-			292,846		-
Interest expense, net		35,807		33,030			76,717		61,473
		4,146,249		5,361,364			9,624,289		10,768,372
Earnings before income taxes and noncontrolling interests		181,057		534,622			327,354		1,224,238
Provision for income taxes		47,904		122,345			139,822		281,168
Net earnings		133,153		412,277			187,532		943,070
Earnings attributable to noncontrolling interests		24,272		25,794			58,320		54,781
Net earnings attributable to Nucor stockholders	$	108,881	$	386,483		$	129,212	$	888,289
Net earnings per share:
Basic	$	0.36	$	1.26		$	0.42	$	2.89
Diluted	$	0.36	$	1.26		$	0.42	$	2.88
Average shares outstanding:
Basic		302,921		305,461			302,915		306,017
Diluted		302,933		305,952			302,932		306,559

Page 7 of 9

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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


News Release

Nucor Reports Results for Second Quarter of 2020 (Continued)

Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)

	July 4, 2020			Dec. 31, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	2,789,189		$	1,534,605
Short-term investments		247,473			300,040
Accounts receivable, net		1,888,929			2,160,102
Inventories, net		3,373,258			3,842,095
Other current assets		336,115			389,528
Total current assets		8,634,964			8,226,370
Property, plant and equipment, net		6,556,451			6,178,555
Goodwill		2,190,144			2,201,063
Other intangible assets, net		698,437			742,186
Other assets		685,969			996,492
Total assets	$	18,765,965		$	18,344,666
LIABILITIES
Current liabilities:
Short-term debt	$	64,652		$	62,444
Current portion of long-term debt and finance lease obligations		29,521			29,264
Accounts payable		902,071			1,201,698
Salaries, wages and related accruals		359,160			510,844
Accrued expenses and other current liabilities		609,634			659,524
Total current liabilities		1,965,038			2,463,774
Long-term debt and finance lease obligations due after one year		5,279,103			4,291,301
Deferred credits and other liabilities		898,339			798,415
Total liabilities		8,142,480			7,553,490
EQUITY
Nucor stockholders' equity:
Common stock		152,061			152,061
Additional paid-in capital		2,106,907			2,107,646
Retained earnings		10,998,533			11,115,056
Accumulated other comprehensive loss, net of income taxes		(340,836	)		(302,966	)
Treasury stock		(2,721,845	)		(2,713,931	)
Total Nucor stockholders' equity		10,194,820			10,357,866
Noncontrolling interests		428,665			433,310
Total equity		10,623,485			10,791,176
Total liabilities and equity	$	18,765,965		$	18,344,666

Page 8 of 9

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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


News Release

Nucor Reports Results for Second Quarter of 2020 (Continued)

Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)

	Six Months (26 Weeks) Ended
	July 4, 2020			June 29, 2019
Operating activities:
Net earnings	$	187,532		$	943,070
Adjustments:
Depreciation		349,691			321,979
Amortization		42,165			42,748
Stock-based compensation		39,101			61,260
Deferred income taxes		90,515			57,052
Distributions from affiliates		2,000			27,405
Equity in losses (earnings) of unconsolidated affiliates		14,901			(4,044	)
Losses on assets		292,846			-
Changes in assets and liabilities (exclusive of acquisitions and dispositions):
Accounts receivable		264,424			112,015
Inventories		464,004			281,119
Accounts payable		(272,910	)		(248,671	)
Federal income taxes		26,145			(122,358	)
Salaries, wages and related accruals		(142,388	)		(220,946	)
Other operating activities		(8,058	)		(62,774	)
Cash provided by operating activities		1,349,968			1,187,855
Investing activities:
Capital expenditures		(777,317	)		(649,947	)
Investment in and advances to affiliates		(9,756	)		(11,170	)
Divestiture of affiliates		-			67,591
Disposition of plant and equipment		17,652			18,396
Acquisitions (net of cash acquired)		794			(9,495	)
Purchase of investments		(222,500	)		(50,000	)
Proceeds from the sale of investments		275,067			-
Other investing activities		1,132			2,176
Cash used in investing activities		(714,928	)		(632,449	)
Financing activities:
Net change in short-term debt		2,208			2,217
Proceeds from long-term debt, net of discount		1,074,995			-
Repayment of long-term debt		(77,150	)		-
Bond issuance related costs		(6,250	)		-
Issuance of common stock		-			5,892
Payment of tax withholdings on certain stock-based compensation		(17,263	)		(15,446	)
Distributions to noncontrolling interests		(62,965	)		(67,380	)
Cash dividends		(245,619	)		(246,474	)
Acquisition of treasury stock		(39,499	)		(197,511	)
Other financing activities		(4,645	)		(4,346	)
Cash provided by (used in) financing activities		623,812			(523,048	)
Effect of exchange rate changes on cash		(4,268	)		548
Increase in cash and cash equivalents		1,254,584			32,906
Cash and cash equivalents - beginning of year		1,534,605			1,398,886
Cash and cash equivalents - end of six months	$	2,789,189		$	1,431,792
Non-cash investing activity:
Change in accrued plant and equipment purchases	$	(25,897	)	$	39,862

Page 9 of 9

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

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

Document and Entity Information	Jul. 23, 2020
Cover [Abstract]
Entity Registrant Name	NUCOR CORPORATION
Document Type	8-K
Amendment Flag	false
Entity Central Index Key	0000073309
Document Period End Date	Jul. 23, 2020
Entity Emerging Growth Company	false
Entity File Number	1-4119
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	13-1860817
Entity Address, Address Line One	1915 Rexford Road
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28211
City Area Code	(704)
Local Phone Number	366-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.40 per share
Trading Symbol	NUE
Security Exchange Name	NYSE