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Table of Contents

 

 

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 the quarterly period ended July 4, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number: 1-4119

 

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

13-1860817

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

1915 Rexford Road, Charlotte, North Carolina

 

28211

(Address of principal executive offices)

 

(Zip Code)

(704) 366-7000

(Registrant’s telephone number, including area code)

 

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 (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      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes        No   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

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.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

301,895,077 shares of the registrant’s common stock were outstanding at July 4, 2020.

 

 

 

 


Table of Contents

 

Nucor Corporation

Quarterly Report on Form 10-Q

For the Three Months and Six Months Ended July 4, 2020

TABLE OF CONTENTS

 

 

 

 

 

 

 

Page

Part I

 

Financial Information

 

 

 

 

 

 

 

 

 

 

 

Item 1

 

Financial Statements (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Earnings – Three Months (13 Weeks) and Six Months (26 Weeks) Ended July 4, 2020 and June 29, 2019

 

1

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income – Three Months (13 Weeks) and Six Months (26 Weeks) Ended July 4, 2020 and June 29, 2019

 

2

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets – July 4, 2020 and December 31, 2019

 

3

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows – Six Months (26 Weeks) Ended July 4, 2020 and June 29, 2019

 

4

 

 

 

 

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

5

 

 

 

 

 

 

 

 

 

Item 2

 

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

 

19

 

 

 

 

 

 

 

 

 

Item 3

 

Quantitative and Qualitative Disclosures About Market Risk

 

27

 

 

 

 

 

 

 

 

 

Item 4

 

Controls and Procedures

 

28

 

 

 

 

 

 

 

Part II

 

Other Information

 

 

 

 

 

 

 

 

 

 

 

Item 1

 

Legal Proceedings

 

29

 

 

 

 

 

 

 

 

 

Item 1A

 

Risk Factors

 

29

 

 

 

 

 

 

 

 

 

Item 6

 

Exhibits

 

30

 

 

 

 

 

 

 

Signatures

 

31

 

 

 

 

 

 

 

 

 

i


Table of Contents

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Nucor Corporation Condensed Consolidated Statements of Earnings (Unaudited)

(In thousands, except per share amounts)

 

 

 

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

 

 

See notes to condensed consolidated financial statements.

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Nucor Corporation Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

 

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 4, 2020

 

 

June 29, 2019

 

 

July 4, 2020

 

 

June 29, 2019

 

Net earnings

 

$

133,153

 

 

$

412,277

 

 

$

187,532

 

 

$

943,070

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized income (loss) on hedging derivatives, net

   of income taxes of $200 and $(1,700) for the second

   quarter of 2020 and 2019, respectively, and $(600)

   and $(1,500) for the first six months of 2020 and

   2019, respectively

 

 

757

 

 

 

(5,217

)

 

 

(1,499

)

 

 

(4,486

)

Reclassification adjustment for settlement of hedging

   derivatives included in net income, net of income

   taxes of $900 and $200 for the second quarter of 2020

   and 2019, respectively, and $1,600 and $0 for the first

   six months of 2020 and 2019, respectively

 

 

2,543

 

 

 

517

 

 

 

4,599

 

 

 

(114

)

Foreign currency translation gain (loss), net of income

   taxes of $0 for the second quarter and first six months

   of 2020 and 2019

 

 

23,491

 

 

 

15,727

 

 

 

(40,970

)

 

 

9,087

 

 

 

 

26,791

 

 

 

11,027

 

 

 

(37,870

)

 

 

4,487

 

Comprehensive income

 

 

159,944

 

 

 

423,304

 

 

 

149,662

 

 

 

947,557

 

Comprehensive income attributable to noncontrolling

   interests

 

 

(24,272

)

 

 

(25,794

)

 

 

(58,320

)

 

 

(54,781

)

Comprehensive income attributable to Nucor stockholders

 

$

135,672

 

 

$

397,510

 

 

$

91,342

 

 

$

892,776

 

 

See notes to condensed consolidated financial statements.

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Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

 

 

 

July 4, 2020

 

 

December 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

 

 

See notes to condensed consolidated financial statements.

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Nucor Corporation 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

 

 

See notes to condensed consolidated financial statements.

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

1. Basis of Interim Presentation

The information furnished in this Item 1 reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented and are of a normal and recurring nature unless otherwise noted. The information furnished has not been audited; however, the December 31, 2019 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The unaudited condensed consolidated financial statements included in this Item 1 should be read in conjunction with the audited consolidated financial statements and the notes thereto included in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2019.

2. Inventories

Inventories consisted of approximately 39% raw materials and supplies and 61% finished and semi-finished products at July 4, 2020 (42% and 58%, respectively, at December 31, 2019). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.

3. Property, Plant and Equipment

Property, plant and equipment is recorded net of accumulated depreciation of $9.71 billion at July 4, 2020 ($9.42 billion at December 31, 2019).

Nucor performed an impairment assessment of its proved producing natural gas well assets in the fourth quarter of 2019. One of the main assumptions that most significantly affects the undiscounted cash flows determination is management’s estimate of future pricing of natural gas and natural gas liquids. The pricing used in the impairment assessment was developed by management based on projected natural gas market supply and demand dynamics, in conjunction with a review of projections by market analysts. Management also makes key estimates on the expected reserve levels and on the expected lease operating costs. The impairment assessment was performed on each of Nucor’s three groups (“fields”) of wells, with each field defined by common geographic location.

As a result of the impairment assessment, Nucor recorded a non-cash impairment charge of $35.0 million relating to one field of wells in the fourth quarter of 2019. The post-impairment carrying value of this field was $11.8 million at July 4, 2020 ($12.3 million at December 31, 2019). The remaining two fields were not impaired as a result of the assessment and had a combined carrying value of $63.9 million at July 4, 2020 ($66.6 million at December 31, 2019). Changes in the natural gas industry or a prolonged low-price environment beyond what had already been assumed in the assessments could cause management to revise the natural gas and natural gas liquids price assumptions, the estimated reserves or the estimated lease operating costs. Unfavorable revisions to these assumptions or estimates could possibly result in further impairment of some or all of the fields of proved well assets.

Nucor owns a 49% leasehold interest in unproved oil and natural gas properties covering approximately 54,000 acres in the South Piceance Basin located in Colorado. Nucor is subject to forfeiture of a portion of its leasehold interest in these properties if we do not drill new wells within various contractually specified time periods. A decision to not develop a portion of these properties within the specified time periods would likely result in a partial asset impairment in the future. The carrying value of the entire leasehold interest at July 4, 2020 was $165.0 million. Nucor has full discretion on its participation in all future drilling capital investments related to the leasehold interest.

 

 

 

 

 

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4. Goodwill and Other Intangible Assets

The change in the net carrying amount of goodwill for the six months ended July 4, 2020 by segment was as follows (in thousands):

 

 

 

Steel Mills

 

 

Steel Products

 

 

Raw Materials

 

 

Total

 

Balance at December 31, 2019

 

$

591,986

 

 

$

879,500

 

 

$

729,577

 

 

$

2,201,063

 

Other

 

 

-

 

 

 

(821

)

 

 

-

 

 

 

(821

)

Translation

 

 

-

 

 

 

(10,098

)

 

 

-

 

 

 

(10,098

)

Balance at July 4, 2020

 

$

591,986

 

 

$

868,581

 

 

$

729,577

 

 

$

2,190,144

 

 

Nucor completed its most recent annual goodwill impairment testing during the fourth quarter of 2019 and concluded that as of such time there was no impairment of goodwill for any of its reporting units.

The assessment performed in 2019 used forward-looking projections and included expected improvements in the future cash flows of one of the Company’s reporting units, Rebar Fabrication. The fair value of this reporting unit exceeded its carrying value by approximately 56% in the most recent assessment. The reporting unit’s profitability in the first half of 2020 significantly increased from the first half of 2019. We expect the 2020 operating results of the Rebar Fabrication reporting unit will continue to improve compared to 2019. If our assessment of the relevant facts and circumstances changes, or the actual performance of this reporting unit falls short of expected results, non-cash impairment charges may be required. Total goodwill associated with the Rebar Fabrication reporting unit was $347.8 million as of July 4, 2020 ($356.6 million as of December 31, 2019). An impairment of goodwill may also lead us to record an impairment of other intangible assets. Total finite-lived intangible assets associated with the Rebar Fabrication reporting unit were $61.3 million as of July 4, 2020 ($67.2 million as of December 31, 2019). There have been no triggering events requiring an interim assessment for impairment of the Rebar Fabrication reporting unit since the most recent annual goodwill impairment testing date.

Due to lower than expected operating results and anticipated changes to the Grating reporting unit’s business strategy and structure, the Company determined a triggering event occurred in the third quarter of 2019 and performed an impairment assessment. The fair value of the Grating reporting unit exceeded its carrying value by approximately 17% in that assessment. If our assessment of the relevant facts and circumstances changes, or the actual performance of this reporting unit falls short of expected results, non-cash impairment charges may be required. Total goodwill associated with the Grating reporting unit was $36.5 million as of July 4, 2020 ($36.8 million as of December 31, 2019).

Intangible assets with estimated useful lives of five to 22 years are amortized on a straight-line or accelerated basis and were comprised of the following as of July 4, 2020 and December 31, 2019 (in thousands):

 

 

 

July 4, 2020

 

 

December 31, 2019

 

 

 

Gross Amount

 

 

Accumulated

Amortization

 

 

Gross Amount

 

 

Accumulated

Amortization

 

Customer relationships

 

$

1,411,626

 

 

$

803,415

 

 

$

1,412,954

 

 

$

767,532

 

Trademarks and trade names

 

 

161,926

 

 

 

96,187

 

 

 

162,183

 

 

 

92,258

 

Other

 

 

63,822

 

 

 

39,335

 

 

 

63,807

 

 

 

36,968

 

 

 

$

1,637,374

 

 

$

938,937

 

 

$

1,638,944

 

 

$

896,758

 

 

Intangible asset amortization expense in the second quarter of 2020 and 2019 was $20.7 million and $21.2 million, respectively, and was $42.2 million and $42.7 million in the first six months of 2020 and 2019, respectively. Annual amortization expense is estimated to be $83.5 million in 2020; $82.3 million in 2021; $80.7 million in 2022; $80.0 million in 2023; and $79.2 million in 2024.

5. Equity Investments

The carrying value of our equity investments in domestic and foreign companies was $521.5 million at July 4, 2020 ($793.2 million at December 31, 2019) and is recorded in other assets in the condensed consolidated balance sheets.

NuMit

Nucor owns a 50% economic and voting interest in NuMit LLC (“NuMit”). NuMit owns 100% of the equity interest in Steel Technologies LLC, an operator of 26 sheet processing facilities located throughout the United States, Canada and Mexico. Nucor accounts for the investment in NuMit (on a one-month lag basis) under the equity method, as control and risk

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of loss are shared equally between the members. Nucor’s investment in NuMit was $316.7 million at July 4, 2020 ($319.8 million at December 31, 2019). Nucor received distributions of $2.0 million and $27.4 million from NuMit during the first six months of 2020 and 2019, respectively.

Duferdofin Nucor

Nucor owns a 50% economic and voting interest in Duferdofin Nucor S.r.l. (“Duferdofin Nucor”), an Italian steel manufacturer, and accounts for the investment (on a one-month lag basis) under the equity method, as control and risk of loss are shared equally between the members.

Nucor’s investment in Duferdofin Nucor was $2.5 million at July 4, 2020 ($263.0 million at December 31, 2019). Nucor’s 50% share of the total net assets of Duferdofin Nucor was $115.9 million at July 4, 2020, resulting in a negative basis difference of $113.4 million. This is due to the $255.0 million impairment charge taken against the Company’s investment in Duferdofin Nucor in the first half of 2020 as discussed below, offset by the step-up to fair value of certain assets and liabilities attributable to Duferdofin Nucor, as well as the identification of goodwill ($86.5 million at December 31, 2019) and finite-lived intangible assets. This basis difference prior to the impairment charge, excluding the portion attributable to goodwill, was being amortized based on the remaining estimated useful lives of the various underlying net assets, as appropriate, through the first quarter of 2020. Beginning with the second quarter of 2020, the negative basis difference of $113.4 million began amortizing based on the remaining useful lives of the various underlying net assets, as appropriate. Amortization expense associated with the negative basis in the second quarter of 2020 was income of $1.8 million, compared to an expense of $2.3 million in the second quarter of 2019, associated with the fair value step-up. Net amortization expense was $0.3 million and $4.5 million in the first six months of 2020 and 2019, respectively.     

As of July 4, 2020, Nucor had outstanding notes receivable of €35.0 million ($39.4 million) from Duferdofin Nucor (€35.0 million, or $39.3 million, as of December 31, 2019). The notes receivable bear interest at a rate that resets annually on September 30 to the 12-month Euro Interbank Offered Rate plus 0.75% per year. The maturity date of the principal amounts is January 31, 2022. As of July 4, 2020 and December 31, 2019, the notes receivable were classified in other assets in the condensed consolidated balance sheets. These notes were fully reserved in connection with the $255.0 million impairment charge taken against the Company’s investment in Duferdofin Nucor in the first half of 2020 as discussed below.

Nucor has issued a guarantee for its ownership percentage (50%) of Duferdofin Nucor’s borrowings under Facility A of a Structured Trade Finance Facilities Agreement (“Facility A”). The fair value of the guarantee is immaterial. In April 2018, Duferdofin Nucor amended and extended Facility A to mature on April 16, 2021. The maximum amount Duferdofin Nucor could borrow under Facility A was €160.0 million ($180.0 million) at July 4, 2020. As of July 4, 2020, there was €147.0 million ($165.4 million) outstanding under that facility (€147.0 million, or $164.9 million, as of December 31, 2019). If Duferdofin Nucor fails to pay when due any amounts for which it is obligated under Facility A, Nucor could be required to pay 50% of such amounts pursuant to and in accordance with the terms of its guarantee. Any indebtedness of Duferdofin Nucor to Nucor is effectively subordinated to the indebtedness of Duferdofin Nucor under Facility A. Nucor has not recorded any liability associated with this guarantee.

Nucor-JFE

Nucor owns a 50% economic and voting interest in Nucor-JFE Steel Mexico, S. de R.L. de C.V. (“Nucor-JFE”), a 50-50 joint venture with JFE Steel Corporation of Japan, to build and operate a galvanized sheet steel plant in central Mexico. Nucor accounts for the investment in Nucor-JFE (on a one-month lag basis) under the equity method, as control and risk of loss are shared equally between the members. Nucor’s investment in Nucor-JFE was $153.6 million at July 4, 2020 ($163.2 million at December 31, 2019).

On January 16, 2019, Nucor entered into an agreement to guarantee a percentage, equal to its ownership percentage (50%), of Nucor-JFE’s borrowings under the General Financing Agreement and Promissory Note (the “Facility”). The fair value of the guarantee is immaterial. Nucor’s guarantee expires on April 30, 2021. Under the Facility, the maximum amount Nucor-JFE could borrow was $65.0 million as of July 4, 2020. The Facility is uncommitted. As of July 4, 2020, there was $35.0 million outstanding under the Facility (none as of December 31, 2019). If Nucor-JFE fails to pay when due any amounts for which it is obligated under the Facility, Nucor could be required to pay 50% of such amounts pursuant to and in accordance with the terms of its guarantee. Nucor has not recorded any liability associated with this guarantee.

Nucor-JFE has other credit facilities that Nucor has agreed to guarantee. The principal amount subject to guarantee by Nucor for these other credit facilities was $25.0 million as of July 4, 2020 ($25.0 million as of December 31, 2019). The fair value of the guarantees is immaterial. If Nucor-JFE fails to pay when due any amounts for which it is obligated, Nucor could be required to pay such amounts pursuant to and in accordance with the terms of its guarantee. Nucor has not recorded any liability associated with these guarantees.

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All Equity Investments

Nucor reviews its equity investments for impairment if and when circumstances indicate that a decline in fair value below their carrying amounts may have occurred. Nucor determined that a triggering event occurred in the first quarter of 2020 with respect to its equity method investment in Duferdofin Nucor due to adverse developments in the joint venture’s commercial outlook, which have been exacerbated by the COVID-19 pandemic, all of which have negatively impacted the joint venture’s strategic direction. After completing its impairment assessment, Nucor determined that the carrying amount exceeded its estimated fair value and the impairment condition was considered to be other than temporary. Therefore, Nucor recorded a $250.0 million impairment charge in the first quarter of 2020 and a $5.0 million impairment charge in the second quarter of 2020 against its investment in Duferdofin Nucor. Any additional capital contributions, if necessary, that Nucor makes to Duferdofin Nucor will be subject to impairment. Additionally, the Company fully reserved its €35.0 million ($39.4 million) outstanding note receivable from Duferdofin Nucor due to an assessment of the likelihood of collection in light of these adverse developments and its effective subordination to Facility A. These charges are included in losses on assets in the condensed consolidated statements of earnings. The assumptions that most significantly affect the fair value determination include projected cash flows and the discount rate. The Company-specific inputs for measuring fair value are considered “Level 3” or unobservable inputs that are not corroborated by market data under applicable fair value authoritative guidance, as quoted market prices are not available.

It is reasonably possible that material deviation of future performance from the estimates used in our most recent valuation could result in further impairment of our investment in Duferdofin Nucor and affect any potential liability associated with the Company’s guarantee of the indebtedness of Duferdofin Nucor as discussed above.

 

6. Current Liabilities

Book overdrafts, included in accounts payable in the condensed consolidated balance sheets, were $65.7 million at July 4, 2020 ($116.4 million at December 31, 2019). Dividends payable, included in accrued expenses and other current liabilities in the condensed consolidated balance sheets, were $123.0 million at July 4, 2020 ($122.9 million at December 31, 2019). Accrued vacation and holiday pay, included in salaries, wages and related accruals in the condensed consolidated balance sheets, were $119.0 million at July 4, 2020 ($106.2 million at December 31, 2019).

7. Fair Value Measurements

The following table summarizes information regarding Nucor’s financial assets and financial liabilities that were measured at fair value as of July 4, 2020 and December 31, 2019 (in thousands). Nucor does not have any non-financial assets or non-financial liabilities that are measured at fair value on a recurring basis.

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

Description

 

Carrying

Amount in

Condensed

Consolidated

Balance

Sheets

 

 

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

As of July 4, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

2,409,727

 

 

$

2,409,727

 

 

$

-

 

 

$

-

 

Short-term investments

 

 

247,473

 

 

 

247,473

 

 

 

-

 

 

 

-

 

Total assets

 

$

2,657,200

 

 

$

2,657,200

 

 

$

-

 

 

$

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(14,344

)

 

$

-

 

 

$

(14,344

)

 

$

-

 

As of December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

1,229,000

 

 

$

1,229,000

 

 

$

-

 

 

$

-

 

Short-term investments

 

 

300,040

 

 

 

300,040

 

 

 

-

 

 

 

-

 

Total assets

 

$

1,529,040

 

 

$

1,529,040

 

 

$

-

 

 

$

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(19,599

)

 

$

-

 

 

$

(19,599

)

 

$

-

 

 

Fair value measurements for Nucor’s cash equivalents and short-term investments are classified under Level 1 because such measurements are based on quoted market prices in active markets for identical assets. Our short-term investments at July 4, 2020 consisted of certificates of deposit, commercial paper and corporate notes. Fair value

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measurements for Nucor’s derivatives are classified under Level 2 because such measurements are based on published market prices for similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit risks, spot and future commodity prices, and spot and future exchange rates.

The fair value of short-term and long-term debt, including current maturities, was approximately $6.00 billion at July 4, 2020 ($4.81 billion at December 31, 2019). The debt fair value estimates are classified under Level 2 because such estimates are based on readily available market prices of our debt at July 4, 2020 and December 31, 2019, or similar debt with the same maturities, ratings and interest rates.

Disclosures are required for certain assets and liabilities that are measured at fair value, but are recognized and disclosed on a nonrecurring basis in periods subsequent to initial recognition. For Nucor, our equity investment in Duferdofin Nucor was measured at fair value as a result of the impairment charges recorded in the first six months of 2020 (see Note 5).

8. Contingencies

Nucor is subject to environmental laws and regulations established by federal, state and local authorities and, accordingly, makes provisions for the estimated costs of compliance. Of the undiscounted total of $16.3 million of accrued environmental costs at July 4, 2020 ($16.4 million at December 31, 2019), $5.9 million was classified in accrued expenses and other current liabilities ($4.1 million at December 31, 2019) and $10.4 million was classified in deferred credits and other liabilities ($12.3 million at December 31, 2019). Inherent uncertainties exist in these estimates primarily due to unknown conditions, evolving remediation technology and changing governmental regulations, legal standards and enforcement priorities.

We are from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. We do not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on our results of operations, financial position or cash flows. Nucor maintains liability insurance with self-insurance limits for certain risks.

9. Stock-Based Compensation

Overview

The Company maintains the Nucor Corporation 2014 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) under which the Company may award stock-based compensation to key employees, officers and non-employee directors. The Company’s stockholders approved the Omnibus Plan on May 8, 2014 and an amendment and restatement of the Omnibus Plan on May 14, 2020. The Omnibus Plan, as amended and restated, permits the award of stock options, restricted stock units, restricted shares and other stock-based awards for up to 19.0 million shares of the Company’s common stock. As of July 4, 2020, 7.8 million shares remained available for award under the Omnibus Plan.

The Company also maintains a number of inactive plans under which stock-based awards remain outstanding but no further awards may be made. As of July 4, 2020, 1.0 million shares were reserved for issuance upon the future settlement of outstanding awards under such inactive plans.

Stock Options

Stock options may be granted to Nucor’s key employees, officers and non-employee directors with exercise prices at 100% of the market value on the date of the grant. The stock options granted are generally exercisable at the end of three years and have a term of 10 years.

A summary of activity under Nucor’s stock option plans for the first six months of 2020 is as follows (shares in thousands):

 

 

 

 

 

 

Weighted-

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

Average

 

 

Average

 

Aggregate

 

 

 

 

 

 

 

Exercise

 

 

Remaining

 

Intrinsic

 

 

 

Shares

 

 

Price

 

 

Contractual Life

 

Value

 

Number of shares under stock options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at beginning of year

 

 

3,892

 

 

$

50.78

 

 

 

 

 

 

 

Granted

 

 

529

 

 

$

42.46

 

 

 

 

 

 

 

Exercised

 

 

-

 

 

$

-

 

 

 

 

$

-

 

Canceled

 

 

(239

)

 

$

51.58

 

 

 

 

 

 

 

Outstanding at July 4, 2020

 

 

4,182

 

 

$

49.68

 

 

6.2 years

 

$

564

 

Stock options exercisable at July 4, 2020

 

 

3,435

 

 

$

50.36

 

 

5.5 years

 

$

564

 

 

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For the 2020 stock option grant, the grant date fair value of $7.56 per share was calculated using the Black-Scholes options pricing model with the following assumptions:

 

Exercise price

 

$

42.46

 

Expected dividend yield

 

 

3.79

%

Expected stock price volatility

 

 

30.12

%

Risk-free interest rate

 

 

0.50

%

Expected life (years)

 

 

6.5

 

Stock options granted to employees who are eligible for retirement on the date of the grant are expensed immediately since these awards vest upon retirement from the Company. Retirement, for purposes of vesting in these stock options, means termination of employment after satisfying age and years of service requirements. Similarly, stock options granted to employees who will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee will become retirement-eligible. Compensation expense for stock options granted to employees who will not become retirement-eligible prior to the end of the vesting term is recognized on a straight-line basis over the vesting period. Compensation expense for stock options was $1.8 million and $3.8 million in the second quarter of 2020 and 2019, respectively, and $2.1 million and $4.1 million in the first six months of 2020 and 2019, respectively. As of July 4, 2020, unrecognized compensation expense related to stock options was $3.1 million, which is expected to be recognized over a weighted-average period of 2.6 years.

Restricted Stock Units

Nucor annually grants restricted stock units (“RSUs”) to key employees, officers and non-employee directors. The RSUs granted to key employees and officers vest and are converted to common stock in three equal installments on each of the first three anniversaries of the grant date provided that a portion of the RSUs awarded to an officer prior to 2018 vest only upon the officer’s retirement. Retirement, for purposes of vesting in these RSUs only, means termination of employment with approval of the Compensation and Executive Development Committee of the Board of Directors after satisfying age and years of service requirements. RSUs granted to a non-employee director are fully vested on the grant date and are payable to the non-employee director in the form of common stock after the termination of the director’s service on the Board of Directors.

RSUs granted to employees who are eligible for retirement on the date of the grant are expensed immediately, and RSUs granted to employees who will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee will become retirement-eligible since these awards vest upon retirement from the Company. Compensation expense for RSUs granted to employees who will not become retirement-eligible prior to the end of the vesting term is recognized on a straight-line basis over the vesting period.

Cash dividend equivalents are paid to holders of RSUs each quarter. Dividend equivalents paid on RSUs expected to vest are recognized as a reduction in retained earnings.

The fair value of an RSU is determined based on the closing price of Nucor’s common stock on the date of the grant.

A summary of Nucor’s RSU activity for the first six months of 2020 is as follows (shares in thousands):

 

 

 

Shares

 

 

Grant Date

Fair Value

 

Restricted stock units:

 

 

 

 

 

 

 

 

Unvested at beginning of year

 

 

1,776

 

 

$

52.60

 

Granted

 

 

1,246

 

 

$

42.46

 

Vested

 

 

(1,089

)

 

$

50.13

 

Canceled

 

 

(17

)

 

$

51.33

 

Unvested at July 4, 2020

 

 

1,916

 

 

$

47.42

 

 

Compensation expense for RSUs was $26.8 million and $41.3 million in the second quarter of 2020 and 2019, respectively, and $36.8 million and $48.1 million in the first six months of 2020 and 2019, respectively. As of July 4, 2020, unrecognized compensation expense related to unvested RSUs was $75.1 million, which is expected to be recognized over a weighted-average period of 1.7 years.

Restricted Stock Awards

Prior to their expiration effective December 31, 2017, the Nucor Corporation Senior Officers Long-Term Incentive Plan and the Nucor Corporation Senior Officers Annual Incentive Plan authorized the award of shares of common stock to

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officers subject to certain conditions and restrictions. Effective January 1, 2018, the Company adopted supplements to the Omnibus Plan with terms that permit the award of shares of common stock to officers subject to the conditions and restrictions described below, which are substantially similar to those of the expired Senior Officers Long-Term Incentive Plan and Senior Officers Annual Incentive Plan. The expired Senior Officers Long-Term Incentive Plan, together with the applicable supplement, is referred to below as the “LTIP, and the expired Senior Officers Annual Incentive Plan, together with the applicable supplement, is referred to below as the “AIP.

The LTIP provides for the award of shares of restricted common stock at the end of each LTIP performance measurement period at no cost to officers if certain financial performance goals are met during the period. One-third of the LTIP restricted stock award vests upon each of the first three anniversaries of the award date or, if earlier, upon the officer’s attainment of age 55 while employed by Nucor. Although participants are entitled to cash dividends and may vote such awarded shares, the sale or transfer of such shares is limited during the restricted period.

The AIP provides for the payment of annual cash incentive awards. An AIP participant may elect, however, to defer payment of up to one-half of an AIP award. In such event, the deferred AIP award is converted into common stock units and credited with a deferral incentive, in the form of additional common stock units, equal to 25% of the number of common stock units attributable to the deferred AIP award. Common stock units attributable to deferred AIP awards are fully vested. Common stock units credited as a deferral incentive vest upon the AIP participant’s attainment of age 55 while employed by Nucor. Vested common stock units are paid to AIP participants in the form of shares of common stock following their termination of employment with Nucor.

A summary of Nucor’s restricted stock activity under the AIP and the LTIP for the first six months of 2020 is as follows (shares in thousands):

 

 

 

 

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

Restricted stock units and restricted stock awards:

 

 

 

 

 

 

 

 

Unvested at beginning of year

 

 

147

 

 

$

60.81

 

Granted

 

 

348

 

 

$

36.15

 

Vested

 

 

(352

)

 

$

40.77

 

Canceled

 

 

-

 

 

$

-

 

Unvested at July 4, 2020

 

 

143

 

 

$

50.04

 

 

Compensation expense for common stock and common stock units awarded under the AIP and the LTIP is recorded over the performance measurement and vesting periods based on the anticipated number and market value of shares of common stock and common stock units to be awarded. Compensation expense for anticipated awards based upon Nucor’s financial performance, exclusive of amounts payable in cash, was $2.8 million and $3.7 million in the second quarter of 2020 and 2019, respectively, and $2.5 million and $9.1 million in the first six months of 2020 and 2019, respectively. As of July 4, 2020, unrecognized compensation expense related to unvested restricted stock awards was $2.0 million, which is expected to be recognized over a weighted-average period of 1.8 years.

10. Employee Benefit Plan

Nucor makes contributions to a Profit Sharing and Retirement Savings Plan for qualified employees based on the profitability of the Company. Nucor’s expense for these benefits totaled $20.4 million and $52.5 million in the second quarter of 2020 and 2019, respectively, and $32.0 million and $123.7 million in the first six months of 2020 and 2019, respectively. The related liability for these benefits is included in salaries, wages and related accruals in the condensed consolidated balance sheets.

11. Interest Expense (Income):

The components of net interest expense for the second quarter and first six months of 2020 and 2019 are 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

 

Interest expense

 

$

38,849

 

 

$

41,953

 

 

$

86,445

 

 

$

79,015

 

Interest income

 

 

(3,042

)

 

 

(8,923

)

 

 

(9,728

)

 

 

(17,542

)

Interest expense, net

 

$

35,807

 

 

$

33,030

 

 

$

76,717

 

 

$

61,473

 

 

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12. Income Taxes

The effective tax rate for the second quarter of 2020 was 26.5% as compared to 22.9% for the second quarter of 2019. The increase in the effective tax rate between 2019 and 2020 was primarily due to a $5.3 million unfavorable non-cash, out-of-period adjustment to deferred tax balances during the second quarter of 2020.

Nucor has concluded U.S. federal income tax matters for years through 2014. The tax years 2015 through 2018 remain open to examination by the Internal Revenue Service. The 2015 Canadian income tax returns for Harris Steel Group Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 2013 through 2018 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada and other state and local jurisdictions).

Non-current deferred tax liabilities included in deferred credits and other liabilities in the condensed consolidated balance sheets were $522.5 million at July 4, 2020 ($431.0 million at December 31, 2019).

 

13. Stockholders’ Equity

The following tables reflect the changes in stockholders’ equity attributable to both Nucor and the noncontrolling interests of Nucor’s joint ventures, primarily Nucor-Yamato Steel Company (Limited Partnership) of which Nucor owns 51%, for the three months and six months ended July 4, 2020 and June 29, 2019 (in thousands):

 

 

 

 

 

 

 

Three Months (13 Weeks) Ended July 4, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, April 4, 2020

 

$

10,596,069

 

 

 

380,154

 

 

$

152,061

 

 

$

2,119,370

 

 

$

11,012,690

 

 

$

(367,627

)

 

 

79,019

 

 

$

(2,748,290

)

 

$

10,168,204

 

 

$

427,865

 

Net earnings

 

 

133,153

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

108,881

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

108,881

 

 

 

24,272

 

Other comprehensive income (loss)

 

 

26,791

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

26,791

 

 

 

-

 

 

 

-

 

 

 

26,791

 

 

 

-

 

Stock option expense

 

 

1,864

 

 

 

-

 

 

 

-

 

 

 

1,864

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,864

 

 

 

-

 

Issuance of stock under award

   plans, net of forfeitures

 

 

11,618

 

 

 

-

 

 

 

-

 

 

 

(14,827

)

 

 

-

 

 

 

-

 

 

 

(760

)

 

 

26,445

 

 

 

11,618

 

 

 

-

 

Amortization of unearned

   compensation

 

 

500

 

 

 

-

 

 

 

-

 

 

 

500

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

500

 

 

 

-

 

Cash dividends declared

 

 

(123,038

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(123,038

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(123,038

)

 

 

-

 

Distributions to noncontrolling

   interests

 

 

(23,472

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(23,472

)

BALANCES, July 4, 2020

 

$

10,623,485

 

 

 

380,154

 

 

$

152,061

 

 

$

2,106,907

 

 

$

10,998,533

 

 

$

(340,836

)

 

 

78,259

 

 

$

(2,721,845

)

 

$

10,194,820

 

 

$

428,665

 

 

 

 

 

 

 

 

Six Months (26 Weeks) Ended July 4, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, December 31, 2019

 

$

10,791,176

 

 

 

380,154

 

 

$

152,061

 

 

$

2,107,646

 

 

$

11,115,056

 

 

$

(302,966

)

 

 

78,342

 

 

$

(2,713,931

)

 

$

10,357,866

 

 

$

433,310

 

Net earnings

 

 

187,532

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

129,212

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

129,212

 

 

 

58,320

 

Other comprehensive income (loss)

 

 

(37,870

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(37,870

)

 

 

-

 

 

 

-

 

 

 

(37,870

)

 

 

-

 

Stock option expense

 

 

2,139

 

 

 

-

 

 

 

-

 

 

 

2,139

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,139

 

 

 

-

 

Issuance of stock under award

   plans, net of forfeitures

 

 

27,807

 

 

 

-

 

 

 

-

 

 

 

(3,778

)

 

 

-

 

 

 

-

 

 

 

(908

)

 

 

31,585

 

 

 

27,807

 

 

 

-

 

Amortization of unearned

   compensation

 

 

900

 

 

 

-

 

 

 

-

 

 

 

900

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

900

 

 

 

-

 

Treasury stock acquired

 

 

(39,499

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

825

 

 

 

(39,499

)

 

 

(39,499

)

 

 

-

 

Cash dividends declared

 

 

(245,735

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(245,735

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(245,735

)

 

 

-

 

Distributions to noncontrolling

   interests

 

 

(62,965

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(62,965

)

BALANCES, July 4, 2020

 

$

10,623,485

 

 

 

380,154

 

 

$

152,061

 

 

$

2,106,907

 

 

$

10,998,533

 

 

$

(340,836

)

 

 

78,259

 

 

$

(2,721,845

)

 

$

10,194,820

 

 

$

428,665

 

12


Table of Contents

 

 

 

 

 

 

 

 

Three Months (13 Weeks) Ended June 29, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, March 30, 2019

 

$

10,502,666

 

 

 

380,154

 

 

$

152,061

 

 

$

2,083,339

 

 

$

10,714,279

 

 

$

(308,787

)

 

 

75,368

 

 

$

(2,526,701

)

 

$

10,114,191

 

 

$

388,475

 

Net earnings

 

 

412,277

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

386,483

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

386,483

 

 

 

25,794

 

Other comprehensive income (loss)

 

 

11,027

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,027

 

 

 

-

 

 

 

-

 

 

 

11,027

 

 

 

-

 

Stock options exercised

 

 

2,756

 

 

 

-

 

 

 

-

 

 

 

575

 

 

 

-

 

 

 

-

 

 

 

(65

)

 

 

2,181

 

 

 

2,756

 

 

 

-

 

Stock option expense

 

 

3,800

 

 

 

-

 

 

 

-

 

 

 

3,800

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,800

 

 

 

-

 

Issuance of stock under award

   plans, net of forfeitures

 

 

29,554

 

 

 

-

 

 

 

-

 

 

 

10,696

 

 

 

-

 

 

 

-

 

 

 

(556

)

 

 

18,858

 

 

 

29,554

 

 

 

-

 

Amortization of unearned

   compensation

 

 

400

 

 

 

-

 

 

 

-

 

 

 

400

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

400

 

 

 

-

 

Treasury stock acquired

 

 

(124,681

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,250

 

 

 

(124,681

)

 

 

(124,681

)

 

 

-

 

Cash dividends declared

 

 

(122,812

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(122,812

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(122,812

)

 

 

-

 

Distributions to noncontrolling

   interests

 

 

(16,978

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(16,978

)

Other

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

-

 

BALANCES, June 29, 2019

 

$

10,698,008

 

 

 

380,154

 

 

$

152,061

 

 

$

2,098,809

 

 

$

10,977,950

 

 

$

(297,760

)

 

 

76,997

 

 

$

(2,630,343

)

 

$

10,300,717

 

 

$

397,291

 

 

 

 

 

 

 

 

Six Months (26 Weeks) Ended June 29, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, December 31, 2018

 

$

10,201,968

 

 

 

380,154

 

 

$

152,061

 

 

$

2,073,715

 

 

$

10,337,445

 

 

$

(304,133

)

 

 

74,562

 

 

$

(2,467,010

)

 

$

9,792,078

 

 

$

409,890

 

Net earnings

 

 

943,070

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

888,289

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

888,289

 

 

 

54,781

 

Other comprehensive income (loss)

 

 

4,487

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,487

 

 

 

-

 

 

 

-

 

 

 

4,487

 

 

 

-

 

Stock options exercised

 

 

5,892

 

 

 

-

 

 

 

-

 

 

 

808

 

 

 

-

 

 

 

-

 

 

 

(153

)

 

 

5,084

 

 

 

5,892

 

 

 

-

 

Stock option expense

 

 

4,112

 

 

 

-

 

 

 

-

 

 

 

4,112

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,112

 

 

 

-

 

Issuance of stock under award

   plans, net of forfeitures

 

 

48,269

 

 

 

-

 

 

 

-

 

 

 

19,175

 

 

 

-

 

 

 

-

 

 

 

(862

)

 

 

29,094

 

 

 

48,269

 

 

 

-

 

Amortization of unearned

   compensation

 

 

1,000

 

 

 

-

 

 

 

-

 

 

 

1,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,000

 

 

 

-

 

Treasury stock acquired

 

 

(197,511

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,450

 

 

 

(197,511

)

 

 

(197,511

)

 

 

-

 

Cash dividends declared

 

 

(245,898

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(245,898

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(245,898

)

 

 

-

 

Distributions to noncontrolling

   interests

 

 

(67,380

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(67,380

)

Other

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

(1,886

)

 

 

1,886

 

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

-

 

BALANCES, June 29, 2019

 

$

10,698,008

 

 

 

380,154

 

 

$

152,061

 

 

$

2,098,809

 

 

$

10,977,950

 

 

$

(297,760

)

 

 

76,997

 

 

$

(2,630,343

)

 

$

10,300,717

 

 

$

397,291

 

 

Dividends declared per share were $0.4025 per share in the second quarter of 2020 ($0.40 per share in the second quarter of 2019) and $0.805 per share in the first six months of 2020 ($0.80 per share in the first six months of 2019).

On September 6, 2018, the Company announced that the Board of Directors had approved a new share repurchase program under which the Company is authorized to repurchase up to $2.00 billion of the Company’s common stock and terminated any previously authorized share repurchase programs. Share repurchases will be made from time to time in the open market at prevailing market prices or through private transactions or block trades. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements and other factors. The share repurchase authorization is discretionary and has no expiration date. As of July 4, 2020, the Company had approximately $1.16 billion remaining available for share repurchases under the program.

 

 

 

 

 

 

 

 

 

13


Table of Contents

 

14. Accumulated Other Comprehensive Income (Loss)

The following tables reflect the changes in accumulated other comprehensive income (loss) by component for the three months and six months ended July 4, 2020 and June 29, 2019 (in thousands):

 

 

 

Three-Month (13-Week) Period Ended

 

 

 

July 4, 2020

 

 

 

Gains and Losses on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gain (Loss)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive

   income (loss) at April 4, 2020

 

$

(14,200

)

 

$

(361,234

)

 

$

7,807

 

 

$

(367,627

)

Other comprehensive income (loss)

   before reclassifications

 

 

757

 

 

 

23,491

 

 

 

-

 

 

 

24,248

 

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (1)

 

 

2,543

 

 

 

-

 

 

 

-

 

 

 

2,543

 

Net current-period other comprehensive

   income (loss)

 

 

3,300

 

 

 

23,491

 

 

 

-

 

 

 

26,791

 

Accumulated other comprehensive

   income (loss) at July 4, 2020

 

$

(10,900

)

 

$

(337,743

)

 

$

7,807

 

 

$

(340,836

)

 

 

 

Six-Month (26-Week) Period Ended

 

 

 

July 4, 2020

 

 

 

Gains and Losses on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gain (Loss)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive

   income (loss) at December 31, 2019

 

$

(14,000

)

 

$

(296,773

)

 

$

7,807

 

 

$

(302,966

)

Other comprehensive income (loss) before

   reclassifications

 

 

(1,499

)

 

 

(40,970

)

 

 

-

 

 

 

(42,469

)

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (1)

 

 

4,599

 

 

 

-

 

 

 

-

 

 

 

4,599

 

Net current-period other comprehensive income

   (loss)

 

 

3,100

 

 

 

(40,970

)

 

 

-

 

 

 

(37,870

)

Accumulated other comprehensive

   income (loss) at July 4, 2020

 

$

(10,900

)

 

$

(337,743

)

 

$

7,807

 

 

$

(340,836

)

 

(1)   Includes $2,543 and $4,599 of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the second quarter and first six months of 2020, respectively. The tax impacts of those reclassifications were $900 and $1,600 in the second quarter and first six months of 2020, respectively.

 

Included in the $337.7 million foreign currency losses at July 4, 2020 are $191.5 million of losses related to our equity method investment in Duferdofin Nucor and $146.2 million of losses related primarily to our Canadian operations.

 

 

14


Table of Contents

 

 

 

Three-Month (13-Week) Period Ended

 

 

 

June 29, 2019

 

 

 

Gains and Losses on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gain (Loss)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive

   income (loss) at March 30, 2019

 

$

(6,400

)

 

$

(311,286

)

 

$

8,899

 

 

$

(308,787

)

Other comprehensive income (loss)

   before reclassifications

 

 

(5,217

)

 

 

15,727

 

 

 

-

 

 

 

10,510

 

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (1)

 

 

517

 

 

 

-

 

 

 

-

 

 

 

517

 

Net current-period other comprehensive

   income (loss)

 

 

(4,700

)

 

 

15,727

 

 

 

-

 

 

 

11,027

 

Accumulated other comprehensive

   income (loss) at June 29, 2019

 

$

(11,100

)

 

$

(295,559

)

 

$

8,899

 

 

$

(297,760

)

 

 

 

Six-Month (26-Week) Period Ended

 

 

 

June 29, 2019

 

 

 

Gains and Losses on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gain (Loss)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive

   income (loss) at December 31, 2018

 

$

(6,500

)

 

$

(304,646

)

 

$

7,013

 

 

$

(304,133

)

Other comprehensive income (loss) before

   reclassifications

 

 

(4,486

)

 

 

9,087

 

 

 

-

 

 

 

4,601

 

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (1)

 

 

(114

)

 

 

-

 

 

 

-

 

 

 

(114

)

Net current-period other comprehensive income

   (loss)

 

 

(4,600

)

 

 

9,087

 

 

 

-

 

 

 

4,487

 

Other

 

 

-

 

 

 

-

 

 

 

1,886

 

 

 

1,886

 

Accumulated other comprehensive

   income (loss) at June 29, 2019

 

$

(11,100

)

 

$

(295,559

)

 

$

8,899

 

 

$

(297,760

)

 

(1)   Includes $517 and $(114) of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the second quarter and first six months of 2019, respectively. The tax impacts of those reclassifications were $200 and $0 in the second quarter and first six months of 2019, respectively.

 

15. Segments

Nucor reports its results in the following segments: steel mills, steel products and raw materials. The steel mills segment includes carbon and alloy steel in sheet, bars, structural and plate; steel trading businesses; rebar distribution businesses; and Nucor’s equity method investments in Duferdofin Nucor, NuMit and Nucor-JFE. The steel products segment includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, precision castings, steel fasteners, metal building systems, steel grating, tubular products businesses, piling products business, and wire and wire mesh. The raw materials segment includes The David J. Joseph Company and its affiliates (“DJJ”), primarily a scrap broker and processor; Nu-Iron Unlimited and Nucor Steel Louisiana LLC (“NSLA”), two facilities that produce direct reduced iron (“DRI”) used by the steel mills; and our natural gas production operations.

Net interest expense on long-term debt, charges and credits associated with changes in allowances to eliminate intercompany profit in inventory, profit sharing expense and stock-based compensation are shown under Corporate/eliminations. Corporate assets primarily include cash and cash equivalents, short-term investments, allowances to eliminate intercompany profit in inventory, deferred income tax assets, federal and state income taxes receivable and investment in and advances to affiliates.

 

 

 

15


Table of Contents

 

Nucor’s results by segment for the second quarter and first six months 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

 

Net sales to external customers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

2,513,961

 

 

$

3,703,447

 

 

$

6,033,231

 

 

$

7,652,849

 

Steel products

 

 

1,523,168

 

 

 

1,750,183

 

 

 

3,250,022

 

 

 

3,404,705

 

Raw materials

 

 

290,177

 

 

 

442,356

 

 

 

668,390

 

 

 

935,056

 

 

 

$

4,327,306

 

 

$

5,895,986

 

 

$

9,951,643

 

 

$

11,992,610

 

Intercompany sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

663,244

 

 

$

814,548

 

 

$

1,532,336

 

 

$

1,716,771

 

Steel products

 

 

63,205

 

 

 

54,396

 

 

 

146,574

 

 

 

117,201

 

Raw materials

 

 

1,484,982

 

 

 

2,430,487

 

 

 

3,908,787

 

 

 

4,854,356

 

Corporate/eliminations

 

 

(2,211,431

)

 

 

(3,299,431

)

 

 

(5,587,697

)

 

 

(6,688,328

)

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Earnings (loss) before income taxes and

   noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

150,424

 

 

$

578,920

 

 

$

306,930

 

 

$

1,268,318

 

Steel products

 

 

152,874

 

 

 

116,084

 

 

 

315,433

 

 

 

193,517

 

Raw materials

 

 

(1,389

)

 

 

21,709

 

 

 

(9,300

)

 

 

74,932

 

Corporate/eliminations

 

 

(120,852

)

 

 

(182,091

)

 

 

(285,709

)

 

 

(312,529

)

 

 

$

181,057

 

 

$

534,622

 

 

$

327,354

 

 

$

1,224,238

 

 

 

 

July 4, 2020

 

 

Dec. 31, 2019

 

Segment assets:

 

 

 

 

 

 

 

 

Steel mills

 

$

9,011,588

 

 

$

9,283,216

 

Steel products

 

 

4,414,063

 

 

 

4,610,628

 

Raw materials

 

 

3,125,590

 

 

 

3,316,479

 

Corporate/eliminations

 

 

2,214,724

 

 

 

1,134,343

 

 

 

$

18,765,965

 

 

$

18,344,666

 

 

Amounts related to each segment’s earnings (loss) before income taxes and noncontrolling interests for the second quarter and first six months of 2020 that were previously disclosed in our news release attached as Exhibit 99.1 to our Current Report on Form 8-K furnished with the Securities and Exchange Commission on July 23, 2020 have been revised in this Note by immaterial amounts due to a reallocation of Corporate adjustments.

16. Revenue

The following tables disaggregate our revenue by major source for the second quarter and first six months of 2020 and 2019 (in thousands):

 

 

 

Three Months (13 Weeks) Ended July 4, 2020

 

 

Six Months (26 Weeks) Ended July 4, 2020

 

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

Sheet

 

$

1,065,004

 

 

$

-

 

 

$

-

 

 

$

1,065,004

 

 

$

2,643,433

 

 

$

-

 

 

$

-

 

 

$

2,643,433

 

Bar

 

 

811,054

 

 

 

-

 

 

 

-

 

 

 

811,054

 

 

 

1,873,720

 

 

 

-

 

 

 

-

 

 

 

1,873,720

 

Structural

 

 

347,258

 

 

 

-

 

 

 

-

 

 

 

347,258

 

 

 

797,757

 

 

 

-

 

 

 

-

 

 

 

797,757

 

Plate

 

 

290,645

 

 

 

-

 

 

 

-

 

 

 

290,645

 

 

 

718,321

 

 

 

-

 

 

 

-

 

 

 

718,321

 

Tubular Products

 

 

-

 

 

 

250,311

 

 

 

-

 

 

 

250,311

 

 

 

-

 

 

 

555,368

 

 

 

-

 

 

 

555,368

 

Rebar Fabrication

 

 

-

 

 

 

413,916

 

 

 

-

 

 

 

413,916

 

 

 

-

 

 

 

837,232

 

 

 

-

 

 

 

837,232

 

Other Steel Products

 

 

-

 

 

 

858,941

 

 

 

-

 

 

 

858,941

 

 

 

-

 

 

 

1,857,422

 

 

 

-

 

 

 

1,857,422

 

Raw Materials

 

 

-

 

 

 

-

 

 

 

290,177

 

 

 

290,177

 

 

 

-

 

 

 

-

 

 

 

668,390

 

 

 

668,390

 

 

 

$

2,513,961

 

 

$

1,523,168

 

 

$

290,177

 

 

$

4,327,306

 

 

$

6,033,231

 

 

$

3,250,022

 

 

$

668,390

 

 

$

9,951,643

 

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Table of Contents

 

 

 

 

Three Months (13 Weeks) Ended June 29, 2019

 

 

Six Months (26 Weeks) Ended June 29, 2019

 

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

Sheet

 

$

1,749,840

 

 

$

-

 

 

$

-

 

 

$

1,749,840

 

 

$

3,557,143

 

 

$

-

 

 

$

-

 

 

$

3,557,143

 

Bar

 

 

1,079,077

 

 

 

-

 

 

 

-

 

 

 

1,079,077

 

 

 

2,194,207

 

 

 

-

 

 

 

-

 

 

 

2,194,207

 

Structural

 

 

401,756

 

 

 

-

 

 

 

-

 

 

 

401,756

 

 

 

835,685

 

 

 

-

 

 

 

-

 

 

 

835,685

 

Plate

 

 

472,774

 

 

 

-

 

 

 

-

 

 

 

472,774

 

 

 

1,065,814

 

 

 

-

 

 

 

-

 

 

 

1,065,814

 

Tubular Products

 

 

-

 

 

 

293,321

 

 

 

-

 

 

 

293,321

 

 

 

-

 

 

 

623,192

 

 

 

-

 

 

 

623,192

 

Rebar Fabrication

 

 

-

 

 

 

438,677

 

 

 

-

 

 

 

438,677

 

 

 

-

 

 

 

780,732

 

 

 

-

 

 

 

780,732

 

Other Steel Products

 

 

-

 

 

 

1,018,185

 

 

 

-

 

 

 

1,018,185

 

 

 

-

 

 

 

2,000,781

 

 

 

-

 

 

 

2,000,781

 

Raw Materials

 

 

-

 

 

 

-

 

 

 

442,356

 

 

 

442,356

 

 

 

-

 

 

 

-

 

 

 

935,056

 

 

 

935,056

 

 

 

$

3,703,447

 

 

$

1,750,183

 

 

$

442,356

 

 

$

5,895,986

 

 

$

7,652,849

 

 

$

3,404,705

 

 

$

935,056

 

 

$

11,992,610

 

 

Contract liabilities are primarily related to deferred revenue resulting from cash payments received in advance from customers to protect against credit risk. Contract liabilities totaled $122.2 million as of July 4, 2020 ($108.6 million as of December 31, 2019), and are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

17. Earnings Per Share

The computations of basic and diluted net earnings per share for the second quarter and first six months of 2020 and 2019 are as follows (in thousands, except per share amounts):

 

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 4, 2020

 

 

June 29, 2019

 

 

July 4, 2020

 

 

June 29, 2019

 

Basic net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net earnings

 

$

108,881

 

 

$

386,483

 

 

$

129,212

 

 

$

888,289

 

Earnings allocated to participating securities

 

 

(792

)

 

 

(2,431

)

 

 

(1,423

)

 

 

(4,536

)

Net earnings available to common stockholders

 

$

108,089

 

 

$

384,052

 

 

$

127,789

 

 

$

883,753

 

Basic average shares outstanding

 

 

302,921

 

 

 

305,461

 

 

 

302,915

 

 

 

306,017

 

Basic net earnings per share

 

$

0.36

 

 

$

1.26

 

 

$

0.42

 

 

$

2.89

 

Diluted net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net earnings

 

$

108,881

 

 

$

386,483

 

 

$

129,212

 

 

$

888,289

 

Earnings allocated to participating securities

 

 

(792

)

 

 

(2,430

)

 

 

(1,423

)

 

 

(4,532

)

Net earnings available to common stockholders

 

$

108,089

 

 

$

384,053

 

 

$

127,789

 

 

$

883,757

 

Diluted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic average shares outstanding

 

 

302,921

 

 

 

305,461

 

 

 

302,915

 

 

 

306,017

 

Dilutive effect of stock options and other

 

 

12

 

 

 

491

 

 

 

17

 

 

 

542

 

 

 

 

302,933

 

 

 

305,952

 

 

 

302,932

 

 

 

306,559

 

Diluted net earnings per share

 

$

0.36

 

 

$

1.26

 

 

$

0.42

 

 

$

2.88

 

 

The following stock options were excluded from the computation of diluted net earnings per share for the second quarter and first six months of 2020 and 2019 because their effect would have been anti-dilutive (shares in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 4, 2020

 

 

June 29, 2019

 

 

July 4, 2020

 

 

June 29, 2019

 

Anti-dilutive stock options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares

 

 

3,749

 

 

 

963

 

 

 

3,724

 

 

 

963

 

Weighted-average exercise price

 

$

50.69

 

 

$

60.92

 

 

$

51.04

 

 

$

60.92

 


18. Debt

In May 2020, Nucor issued $500.0 million of 2.000% Notes due 2025 and $500.0 million of 2.700% Notes due 2030. Net proceeds of the issuances were $989.4 million. Costs of $8.4 million associated with the issuances have been capitalized and will be amortized over the life of the notes.

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19. Subsequent Event

On July 27, 2020, Nucor became an obligor with respect to $162.6 million in 40-year variable-rate Green Bonds to partially fund the capital costs, in particular the expenditures associated with pollution prevention and control including waste recycling, associated with the construction of Nucor’s plate mill located in Brandenburg, Kentucky. The net proceeds from the debt issuance are being held in a trust account pending disbursement for the construction of the facility.

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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 on Form 10-Q, or in other public filings, press releases, or other written or oral communications made by Nucor, which are not historical facts are forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. 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 report. 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 market steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (4) the availability and cost of electricity and natural gas which could negatively affect our cost of steel production or result in a delay or cancellation of existing or future drilling within our natural gas drilling programs; (5) critical equipment failures and business interruptions; (6) 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; (7) impairment in the recorded value of inventory, equity investments, fixed assets, goodwill or other long-lived assets; (8) uncertainties surrounding the global economy, including excess world capacity for steel production; (9) fluctuations in currency conversion rates; (10) significant changes in laws or government regulations affecting environmental compliance, including legislation and regulations that result in greater regulation of greenhouse gas emissions that could increase our energy costs and our capital expenditures and operating costs or cause one or more of our permits to be revoked or make it more difficult to obtain permit modifications; (11) the cyclical nature of the steel industry; (12) capital investments and their impact on our performance; (13) our safety performance; (14) the impact of the COVID-19 pandemic; and (15) the risks discussed in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and in “Item 1A. Risk Factors” of this report and elsewhere herein.

Caution should be taken not to place undue reliance on the forward-looking statements included in this report. We assume no obligation to update any forward-looking statements except as may be required by law. In evaluating forward-looking statements, these risks and uncertainties should be considered, together with the other risks described from time to time in our reports and other filings with the Securities and Exchange Commission.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto and “Item 1A. Risk Factors” included elsewhere in this report, as well as the audited consolidated financial statements and the notes thereto, “Item 1A. Risk Factors” and “Item 7. 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, 2019.

Overview

Nucor and its affiliates manufacture steel and steel products. Nucor also produces DRI for use in its steel mills. Through DJJ, the Company also processes ferrous and nonferrous metals and brokers ferrous and nonferrous metals, pig iron, hot briquetted iron and DRI. Most of Nucor’s operating facilities and customers are located in North America. Nucor’s operations include international trading and sales companies that buy and sell steel and steel products manufactured by the Company and others. Nucor is North America’s largest recycler, using scrap steel as the primary raw material in producing steel and steel products.

Nucor reports its results in the following segments: steel mills, steel products and raw materials. The steel mills segment includes carbon and alloy steel in sheet, bars, structural and plate; steel trading businesses; rebar distribution businesses; and Nucor’s equity method investments in Duferdofin Nucor, NuMit and Nucor-JFE. The steel products segment includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, precision castings, steel fasteners, metal building systems, steel grating, tubular products businesses, piling products business, and wire and wire mesh. The raw materials segment includes DJJ, primarily a scrap broker and processor; Nu-Iron Unlimited and NSLA, two facilities that produce DRI used by the steel mills; and our natural gas production operations.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately 79%, 69% and 62%, respectively, in the first six months of 2020 compared with approximately 85%, 68% and 72%, respectively, in the first six months of 2019.

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COVID-19 Update

The COVID-19 pandemic continues to impact Nucor’s operations and we believe it is currently the most significant ongoing event impacting almost all aspects of our business. Our most important value is the health and safety of our teammates, their families and the communities where we operate. We have formed several internal task forces to closely monitor developments related to the pandemic and provide guidance to Nucor facilities. Our facilities around the country are each taking steps to respond to COVID-19 based on the nature of their operations and the actions being taken by their state and local governments. We have restricted travel, upgraded the cleaning practices at our facilities and offices, implemented remote work arrangements for teammates wherever possible, and instituted social distancing measures throughout the Company. Across Nucor, we remain committed to protecting our teammates while minimizing disruptions to our customers and supply chain.

Results of Operations

 

Nucor reported net earnings of $108.9 million, or $0.36 per diluted share, for the second quarter of 2020 and $129.2 million, or $0.42 per diluted share, for the first six months of 2020. These are significant decreases when compared to the respective prior year periods in which we reported net earnings of $386.5 million, or $1.26 per diluted share, for the second quarter of 2019 and $888.3 million, or $2.88 per diluted share, for the first six months of 2019. The major factor driving the decreased 2020 performance has been the ongoing COVID-19 pandemic that began to impact the domestic economy and our business late in the first quarter of 2020. Reduced production schedules by our customers and weak demand in energy have driven steel prices and volumes down since the pandemic began, disrupting the positive momentum we felt as we began the year. A bright spot has been the resiliency of nonresidential construction. Though many state and local governments have eased shelter-in-place or stay-at-home orders to varying degrees, recent increases in COVID-19 cases continue to cause uncertainty in overall market conditions and these market conditions could adversely impact our business in the second half of 2020.

 

Though second quarter of 2020 net earnings of $108.9 million, or $0.36 per diluted share, is an increase compared to first quarter of 2020 net earnings of $20.3 million, or $0.07 per diluted share, the drivers of those results are very different. The most significant factor affecting the change in net earnings from the first quarter to the second quarter was non-cash losses on assets of $287.8 million in the first quarter of 2020 related to our equity method investment in the Duferdofin Nucor joint venture located in Italy. The first quarter of 2020 started off with strong performance from our steel products segment and an 89% utilization rate for our steel mills segment, showing an upward trajectory from the fourth quarter of 2019, but that momentum was disrupted late in the first quarter of 2020 due to the impacts of COVID-19.

 

The following discussion will provide greater quantitative and qualitative analysis of Nucor’s performance in the second quarter and first six months of 2020 as compared to the respective prior year periods.

Net Sales

 

Net sales to external customers by segment for the second quarter and first six months 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

 

% Change

 

July 4, 2020

 

June 29, 2019

 

% Change

Steel mills

 

$2,513,961

 

$3,703,447

 

-32%

 

$6,033,231

 

$7,652,849

 

-21%

Steel products

 

1,523,168

 

1,750,183

 

-13%

 

3,250,022

 

3,404,705

 

-5%

Raw materials

 

290,177

 

442,356

 

-34%

 

668,390

 

935,056

 

-29%

Total net sales

 

$4,327,306

 

$5,895,986

 

-27%

 

$9,951,643

 

$11,992,610

 

-17%

 

Net sales for the second quarter of 2020 decreased 27% from the second quarter of 2019. Total tons shipped to outside customers in the second quarter of 2020 were 5,479,000 tons, a 19% decrease from the second quarter of 2019. Average sales price per ton decreased 10% from $877 in the second quarter of 2019 to $790 in the second quarter of 2020.

 

Net sales for the first six months of 2020 decreased 17% from the first six months of 2019. Average sales price per ton decreased 12% from $889 in the first six months of 2019 to $786 in the first six months of 2020. Total tons shipped to outside customers in the first six months of 2020 were 12,666,000 tons, a 6% decrease from the first six months of 2019.

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In the steel mills segment, sales tons for the second quarter and first six months 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

 

% Change

 

July 4, 2020

 

June 29, 2019

 

% Change

Outside steel shipments

 

3,758

 

4,682

 

-20%

 

8,940

 

9,454

 

-5%

Inside steel shipments

 

1,011

 

1,118

 

-10%

 

2,327

 

2,335

 

-

Total steel shipments

 

4,769

 

5,800

 

-18%

 

11,267

 

11,789

 

-4%

 

Net sales for the steel mills segment decreased 32% in the second quarter of 2020 from the second quarter of 2019, due primarily to a 20% decrease in tons sold to outside customers and a 15% decrease in the average sales price per ton from $788 to $672. Total tons sold to outside customers and average selling prices decreased across all product groups within the steel mills segment in the second quarter of 2020 as compared to the second quarter of 2019.

 

Net sales for the steel mills segment decreased 21% in the first six months of 2020 from the first six months of 2019, due to a 16% decrease in the average sales price per ton and a 5% decrease in tons sold to outside customers.

Outside sales tonnage for the steel products segment for the second quarter and first six months of 2020 and 2019 was as follows (in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

Six Months (26 Weeks) Ended

 

 

July 4, 2020

 

June 29, 2019

 

% Change

 

July 4, 2020

 

June 29, 2019

 

% Change

Joist

 

122

 

116

 

5%

 

253

 

226

 

12%

Deck

 

111

 

116

 

-4%

 

236

 

222

 

6%

Cold finish

 

75

 

131

 

-43%

 

201

 

274

 

-27%

Rebar fabrication

 

309

 

328

 

-6%

 

620

 

587

 

6%

Piling products

 

156

 

164

 

-5%

 

336

 

302

 

11%

Tubular products

 

249

 

245

 

2%

 

536

 

508

 

6%

Other steel products

 

87

 

97

 

-10%

 

186

 

196

 

-5%

Total steel products

 

1,109

 

1,197

 

-7%

 

2,368

 

2,315

 

2%

 

Net sales for the steel products segment decreased 13% in the second quarter of 2020 compared to the second quarter of 2019, due primarily to a 7% decrease in tons sold to outside customers and a 6% decrease in the average sales price per ton from $1,462 to $1,372. Average selling prices decreased across most businesses within the steel products segment in the second quarter of 2020 as compared to the second quarter of 2019, with the most notable exception being our rebar fabrication business.

 

Net sales for the steel products segment decreased 5% in the first six months of 2020 compared to the first six months of 2019, due primarily to a 7% decrease in the average sales price per ton from $1,471 to $1,372 which was partially offset by a 2% increase in tons sold to outside customers. Average selling prices decreased across most businesses within the steel products segment in the first six months of 2020 as compared to the first six months of 2019, with the most notable exception being our rebar fabrication business.

Net sales for the raw materials segment decreased 34% and 29% in the second quarter and first six months of 2020, respectively, from the same prior year periods. The decreases were primarily due to decreased average selling prices at DJJ’s brokerage operations and decreased volumes at both DJJ’s scrap processing and brokerage operations. In the second quarter of 2020, approximately 89% of outside sales for the raw materials segment were from the brokerage operations of DJJ, and approximately 8% of outside sales were from the scrap processing operations of DJJ (92% and 7%, respectively, in the second quarter of 2019). In the first six months of 2020, approximately 88% of outside sales for the raw materials segment were from the brokerage operations of DJJ, and approximately 8% of outside sales were from the scrap processing operations of DJJ (91% and 8%, respectively, in the first six months of 2019).

 

 

 

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Gross Margins

Nucor recorded gross margins of $378.0 million (9%) in the second quarter of 2020, which was a decrease compared with $775.5 million (13%) in the second quarter of 2019.

 

The primary driver for the decrease in gross margins in the second quarter of 2020 as compared to the second quarter of 2019 was decreased metal margin in the steel mills segment. Metal margin is the difference between the selling price of steel and the cost of scrap and scrap substitutes. The average scrap and scrap substitute cost per gross ton used in the second quarter of 2020 was $284, a 14% decrease compared to $330 in the second quarter of 2019. Despite the decrease in average scrap and scrap substitute cost per gross ton used, metal margin in the steel mills segment decreased due to lower volumes and average selling prices.

Scrap prices are driven by the global supply and demand for scrap and other iron-based raw materials used to make steel. As we begin the third quarter of 2020, we expect a stable outlook for scrap prices.

 

Pre-operating and start-up costs of new facilities increased to approximately $22 million in the second quarter of 2020 from approximately $21 million in the second quarter of 2019. Pre-operating and start-up costs in the second quarter of 2020 primarily related to the plate mill being built in Kentucky, the bar mill being built in Florida and the merchant bar quality mill expansion at our bar mill in Illinois. In the second quarter of 2019, pre-operating and start-up costs related primarily to the bar mill in Missouri, the sheet mill expansion in Kentucky, the upgrades at our Louisiana DRI facility and the bar mill being built in Florida. Nucor defines pre-operating and start-up costs, all of which are expensed, as the losses attributable to facilities or major projects that are either under construction or in the early stages of operation. Once these facilities or projects have attained a utilization rate that is consistent with our similar operating facilities, they are no longer considered by Nucor to be in start-up.

 

Gross margins in the steel products segment increased in the second quarter of 2020 as compared to the second quarter of 2019. The primary driver was the large increase in margins from our rebar fabrication and tubular products businesses as demand in nonresidential construction markets remains resilient. These large increases were partially offset by decreased margins at our cold finish business.

 

Gross margins in the raw materials segment decreased in the second quarter of 2020 as compared to the second quarter of 2019, primarily due to decreased margins at DJJ’s brokerage and scrap processing operations, as well as margin contraction at our DRI facilities.

Nucor’s DRI facilities had outages in the second quarter of 2020. Our Louisiana DRI facility halted production for approximately three weeks in April out of concern for the health and safety of our teammates in an area of the country that, at the time, was experiencing a particularly aggressive outbreak of COVID-19 cases and in response to market conditions. Our DRI facility in Trinidad stopped production in late March to comply with the country’s stay-at-home orders related to the COVID-19 pandemic. The Trinidad DRI facility resumed production in May.

Nucor recorded gross margins of $1.01 billion (10%) in the first six months of 2020, which was a decrease compared with $1.67 billion (14%) in the first six months of 2019.

 

The primary driver for the decrease in gross margins in the first six months of 2020 as compared to the first six months of 2019 was decreased metal margin in the steel mills segment. The average scrap and scrap substitute cost per gross ton used in the first six months of 2020 was $289, a 15% decrease compared to $341 in the first six months of 2019. Despite the decrease in average scrap and scrap substitute cost per gross ton used, metal margin in the steel mills segment decreased due to lower average selling prices and volumes.

 

Pre-operating and start-up costs of new facilities increased to approximately $51 million in the first six months of 2020 from approximately $40 million in the first six months of 2019.

 

Gross margins in the steel products segment increased in the first six months of 2020 as compared to the first six months of 2019, primarily due to increased margins across most of our steel product businesses, most notably at our tubular products and rebar fabrication businesses, which were partially offset by decreased margins at our cold finish business.

 

Gross margins in the raw materials segment decreased in the first six months of 2020 as compared to the first six months of 2019, primarily due to decreased margins at DJJ’s brokerage and scrap processing operations, as well as margin contraction at our DRI facilities.

Marketing, Administrative and Other Expenses

A major component of marketing, administrative and other expenses is profit sharing and other incentive compensation costs. These costs, which are based upon and fluctuate with Nucor’s financial performance, decreased by $44.0 million in the second quarter of 2020 as compared to the second quarter of 2019, and decreased by $111.3 million in the first six months of 2020 as compared to the first six months of 2019. These decreases were due to Nucor’s decreased

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profitability in the second quarter and first six months of 2020 as compared to the respective prior year periods, which resulted in significantly decreased accruals related to profit sharing.

Included in marketing, administrative and other expenses in the first six months of 2019 was a benefit of $33.7 million related to the gain on the sale of an equity method investment in the raw materials segment.

Equity in Losses (Earnings) of Unconsolidated Affiliates

 

Equity in losses (earnings) of unconsolidated affiliates was $14.1 million and $(1.1) million in the second quarter of 2020 and 2019, respectively, and $14.9 million and $(4.0) million in the first six months of 2020 and 2019, respectively. The decreases in equity method investment earnings were primarily due to decreased results of NuMit and increased losses at Nucor-JFE.

 

Losses on Assets

 

Included in the first six months of 2020 earnings were losses on assets of $292.8 million related to our equity method investment in Duferdofin Nucor. Nucor determined that a triggering event occurred in the first quarter of 2020 due to adverse developments in the joint venture’s commercial outlook, which have been exacerbated by the COVID19 pandemic, all of which have negatively impacted the joint venture’s strategic direction.

 

As a part of the losses on assets, Nucor recorded a noncash impairment charge of $255.0 million on its equity method investment in Duferdofin Nucor that is included in the steel mills segment earnings. Additionally, the Company recorded a $37.8 million charge to fully reserve its outstanding note receivable from Duferdofin Nucor. This impact is recorded in the Corporate/eliminations line.

Interest Expense (Income)

 

Net interest expense for the second quarter and first six months of 2020 and 2019 was 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

 

Interest expense

 

$

38,849

 

 

$

41,953

 

 

$

86,445

 

 

$

79,015

 

Interest income

 

 

(3,042

)

 

 

(8,923

)

 

 

(9,728

)

 

 

(17,542

)

Interest expense, net

 

$

35,807

 

 

$

33,030

 

 

$

76,717

 

 

$

61,473

 

 

Interest expense decreased in the second quarter of 2020 as compared to the second quarter of 2019 due to increased capitalized interest; however, capitalized interest for the first six months of 2020 decreased compared to the first six months of 2019.

 

Interest income decreased in the second quarter and first six months of 2020 as compared to the second quarter and first six months of 2019 due to a decrease in average interest rates on investments.

Earnings (Loss) Before Income Taxes and Noncontrolling Interests

 

The following table presents earnings (loss) before income taxes and noncontrolling interests by segment for the second quarter and first six months of 2020 and 2019 (in thousands). The changes between periods were driven by the quantitative and qualitative factors previously discussed.

 

 

 

Three Months

 

 

Six Months

 

 

 

(13 Weeks) Ended

 

 

(26 Weeks) Ended

 

 

 

July 4, 2020

 

 

June 29, 2019

 

 

July 4, 2020

 

 

June 29, 2019

 

Steel mills

 

$

150,424

 

 

$

578,920

 

 

$

306,930

 

 

$

1,268,318

 

Steel products

 

 

152,874

 

 

 

116,084

 

 

 

315,433

 

 

 

193,517

 

Raw materials

 

 

(1,389

)

 

 

21,709

 

 

 

(9,300

)

 

 

74,932

 

Corporate/eliminations

 

 

(120,852

)

 

 

(182,091

)

 

 

(285,709

)

 

 

(312,529

)

 

 

$

181,057

 

 

$

534,622

 

 

$

327,354

 

 

$

1,224,238

 

 

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Noncontrolling Interests

Noncontrolling interests represent the income attributable to the noncontrolling partners of Nucor’s joint ventures, primarily Nucor-Yamato Steel Company (Limited Partnership) (“NYS”) of which Nucor owns 51%. The decrease in earnings attributable to noncontrolling interests in the second quarter of 2020 as compared to the second quarter of 2019 was primarily due to lower metal margins and decreased sales volume in the second quarter of 2020 as compared to the second quarter of 2019. The increase in earnings attributable to noncontrolling interests in the first six months of 2020 as compared to the first six months of 2019 was mainly the result of the higher earnings of NYS, which was due to increased sales volume in the first six months of 2020 as compared to the first six months of 2019. Under the NYS limited partnership agreement, the minimum amount of cash to be distributed each year to the partners is the amount needed by each partner to pay applicable U.S. federal and state income taxes. In the first six months of both 2020 and 2019, the amount of cash distributed to noncontrolling interest holders exceeded the earnings attributable to noncontrolling 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.

Provision for Income Taxes

The effective tax rate for the second quarter of 2020 was 26.5% as compared to 22.9% for the second quarter of 2019. The increase in the effective tax rate between 2019 and 2020 was primarily due to a $5.3 million unfavorable non-cash, out-of-period adjustment to deferred tax balances during the second quarter of 2020. The expected effective tax rate for the full year of 2020 is approximately 32.3% as compared to 23.1% for the full year of 2019. The increase in the expected rate for the full year of 2020 as compared to the rate for the full year of 2019 is primarily due to the $255.0 million financial statement impairment of our equity method investment in Duferdofin Nucor in the first six months of 2020. The impairment has no corresponding impact to the provision for income taxes.

We estimate that in the next 12 months our gross unrecognized tax benefits, which totaled $52.4 million at July 4, 2020, exclusive of interest, could decrease by as much as $7.1 million as a result of the expiration of the statute of limitations and closures of examinations, substantially all of which would impact the effective tax rate.

Nucor has concluded U.S. federal income tax matters for years through 2014. The tax years 2015 through 2018 remain open to examination by the Internal Revenue Service. The 2015 Canadian income tax returns for Harris Steel Group Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 2013 through 2018 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada and other state and local jurisdictions).

Net Earnings Attributable to Nucor Stockholders and Return on Equity

Nucor reported consolidated net earnings of $108.9 million, or $0.36 per diluted share, in the second quarter of 2020 as compared to consolidated net earnings of $386.5 million, or $1.26 per diluted share, in the second quarter of 2019. Net earnings attributable to Nucor stockholders as a percentage of net sales were 2.5% and 6.6% in the second quarter of 2020 and 2019, respectively.   

Nucor reported consolidated net earnings of $129.2 million, or $0.42 per diluted share, in the first six months of 2020 as compared to consolidated net earnings of $888.3 million, or $2.88 per diluted share, in the first six months of 2019. Net earnings attributable to Nucor stockholders as a percentage of net sales were 1.3% and 7.4% in the first six months of 2020 and 2019, respectively. Annualized return on average stockholders’ equity was 2.5% and 17.7% in the first six months of 2020 and 2019, respectively.


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.

Nucor’s largest exposure to market risk is via our steel mills and steel products segments. Our largest single customer in the second quarter of 2020 represented approximately 5% of sales and has consistently paid within terms. In the raw materials segment, we are exposed to price fluctuations related to the purchase of scrap and scrap substitutes, pig iron and

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iron ore. Our exposure to market risk is mitigated by the fact that our steel mills use a significant portion of the products of the raw materials segment.

Liquidity and Capital Resources

As a result of the COVID-19 pandemic and the significant uncertainty it will continue to have on Nucor and our stakeholders, we have instituted enterprise-wide efforts to enhance our liquidity and support our teammates, which include, among other things:

 

Capital Expenditures – We began the year with a capital expenditures budget of $2.00 billion. We reviewed our capital expenditures budget and decided to freeze spending on certain capital projects currently in process and delay capital projects that have not begun. As a result, our 2020 capital expenditures estimate is approximately $1.70 billion.

 

Working Capital – Our net working capital position has contracted to provide a source of incremental liquidity as business activity has slowed. In addition, we are maintaining reduced raw material inventory levels in line with our anticipated near-term production requirements, a change we believe is sustainable and intend to continue to maintain after the pandemic.

 

Pay & Benefits – We expect a significant decrease in compensation expense in 2020 as almost all of our remuneration plans are heavily weighted toward incentive compensation which rewards productivity and profitability. We have implemented a temporary compensation floor for production and non-production hourly teammates and have committed to offering their normal benefits during the crisis. Nucor’s executive compensation program intentionally sets base salaries below the market median for similar size industrial and materials companies. With much lower profitability expected in 2020, we anticipate our executive leadership will incur a significant reduction in earned incentive compensation on an absolute dollar and percentage basis compared to compensation attributable to 2019 performance.

To further enhance our liquidity, Nucor took advantage of attractive market conditions during the second quarter of 2020 to issue low coupon debt in the form of long-term notes. In May, Nucor issued $500.0 million of 2.000% Notes due 2025 and $500.0 million of 2.700% Notes due 2030. Additionally, subsequent to the end of the second quarter of 2020, Nucor became an obligor with respect to $162.6 million in 40-year variable-rate Green Bonds to partially fund the capital costs associated with the construction of our plate mill located in Brandenburg, Kentucky. Our credit ratings of an A- long-term rating from Standard & Poor’s and a Baa1 long-term rating from Moody’s were unchanged by these debt issuances.

Nucor operates a capital-intensive business in highly cyclical markets. We therefore utilize conservative financial practices that maximize our financial strength during economic downturns like the one we are currently experiencing that was caused by the COVID-19 pandemic. Our cash and cash equivalents and short-term investments position remained strong at $3.04 billion as of July 4, 2020. Additionally, Nucor has no significant debt maturities until September 2022.

Nucor’s strong cash and cash equivalents and short-term investments position maximizes our flexibility for prudent deployment of our capital. We have three priorities to allocating our capital. Nucor’s highest capital allocation priority is to reinvest in our business to ensure our continued profitable growth over the long term. We have historically done this by investing to optimize our existing operations, initiate greenfield expansions and make acquisitions. Our second priority is to provide our stockholders with cash dividends that are consistent with our success in delivering long-term earnings growth. Our third priority is to supplement our base dividend with additional returns of capital to our stockholders when both our earnings and financial condition are strong. We still currently intend to return a minimum of 40% of our net earnings to our stockholders while maintaining a debt-to-capital ratio that supports a strong investment grade credit rating. We will use stock repurchases or supplemental dividends to reach this 40% return level when our base dividend is not sufficient to meet this goal. The primary factor we will use to decide between share repurchases and supplemental dividends will be our assessment of the intrinsic value of a Nucor share. In September 2018, Nucor’s Board of Directors approved a share repurchase program which authorized the Company to repurchase up to $2.00 billion of its common stock. As of July 4, 2020, the Company had approximately $1.16 billion remaining for share repurchases under the program.

Cash provided by operating activities was $1.35 billion in the first six months of 2020 as compared to $1.19 billion in the first six months of 2019. Net earnings declined by $755.5 million over the prior year period, which included a $292.8 million non-cash loss on assets related to our equity method investment in Duferdofin Nucor. The decrease in net earnings in the first six months of 2020 as compared to the first six months of 2019 was offset by a $592.8 million reduction of cash used in operating assets and operating liabilities in the first half of 2019 as compared to the first half of 2020. Changes in operating assets and liabilities (exclusive of acquisitions) provided cash of $331.2 million in the first half of 2020 as compared to using $261.6 million of cash in the prior year period. The funding of our working capital in the first half of 2020 decreased as compared to the first half of 2019 mainly due to decreases in inventory, accounts receivable, and other current assets, specifically federal income tax receivable. Inventory reduction, especially with scrap, was a focus during the second

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quarter of 2020. As a result, inventories decreased by over one million tons, or 15%, in the second quarter of 2020 from the fourth quarter of 2019. Accounts receivable also decreased in the second quarter of 2020 from the fourth quarter of 2019 due to a 16% decrease in tons shipped to outside customers. The decrease in federal income tax receivable was mainly a function of the timing of federal tax payments.

The current ratio was 4.4 at the end of the second quarter of 2020 and 3.3 at year-end 2019. The current ratio was positively impacted by the 82% increase in cash and cash equivalents, the 30% decrease in salaries, wages and related accruals, and the 25% decrease in accounts payable. The increase in cash was a result of the debt issuance and robust cash provided by operations during the second quarter of 2020. The decrease in salaries, wages and related accruals was due to the timing of incentive compensation payments and lower current year profit sharing accruals due to the decreased profitability of the Company. Finally, the decrease in accounts payable was driven by the decreased inventory levels mentioned previously. Accounts receivable turned approximately every five weeks and inventories turned approximately every 11 weeks in the first six months of 2020 and 2019.

Cash used in investing activities during the first six months of 2020 was $714.9 million as compared to $632.4 million in the prior year period. Cash used for capital expenditures in the first half of 2020 increased by 20%, or $127.4 million, from the same period in 2019. The higher levels of capital expenditures were primarily related to the new micro mill greenfield expansion in Frostproof, Florida, the flex galvanizing line at Nucor Steel Arkansas, and the sheet mill expansion at Nucor Steel Gallatin. Also impacting cash used in investing activities in the first six months of 2020 was the purchase of $222.5 million of investments, as opposed to $50.0 million in the prior year period, offset by proceeds from the sale of investments of $275.1 million. Additionally, the first six months of 2019 benefitted from cash provided by the divestiture of an affiliate of $67.6 million related to the sale of an equity method investment.

Cash provided by financing activities during the first half of 2020 was $623.8 million as compared to cash used in financing activities of $523.0 million in the prior year period. The majority of this change related to the issuance of $500.0 million of 2.000% Notes due 2025 and $500.0 million of 2.700% Notes due 2030. In addition, there were approximately $39.5 million of treasury stock repurchases in the first six months of 2020 (none in the second quarter of 2020) as compared to $197.5 million in the first six months of 2019. In the first quarter of 2020, one of the remarketing agents for Nucor’s industrial development revenue bonds (“IDRBs”) put a portion of two bonds to us, resulting in repayment of $32.0 million in long-term debt. We subsequently remarketed the bonds and received $32.0 million in proceeds. Nucor’s IDRBs are variable-rate, tax-exempt bonds which have interest rates that reset on a weekly basis through an ongoing remarketing process. We expect our bonds to be successfully placed with investors at the market driven rates in the future. However, there have been times in severe economic downturns, as was the case during the first quarter of 2020 as a result of the economic impacts of COVID-19, that a remarketing agent is unable to remarket Nucor’s bonds successfully and is unwilling to temporarily hold the bonds. In that situation, which has been rare in our experience, it is possible that the bonds could be put back to us in the future. In this instance during the first quarter of 2020, the IDRBs were remarketed successfully in a short period of time. However, in the event of a prolonged failed remarketing, we have, among other options, availability under our $1.50 billion revolver credit facility to repurchase the IDRBs until they are remarketed successfully. In general, Nucor has the ability and intent to refinance the IDRB debt on a long-term basis, therefore we classify the IDRBs as a long-term liability. The remaining $45.0 million of debt that was repaid during the first half of 2020 was related to a different tranche of Nucor’s IDRBs that was repurchased as part of our investment strategy.

Nucor’s $1.50 billion revolving credit facility is undrawn and was amended and restated in April 2018 to extend the maturity date to April 2023. We believe our financial strength is a key strategic advantage among domestic steel producers, particularly during recessionary business cycles. We believe this was demonstrated with the second quarter of 2020 issuance of $500.0 million of 2.000% Notes due 2025 and $500.0 million of 2.700% Notes due 2030, the coupon rates of which were the lowest in Nucor’s history for fixed-rate debt of those durations. We currently carry the highest credit ratings of any steel producer headquartered in North America, with an A- long-term rating from Standard & Poor’s and a Baa1 long-term rating from Moody’s. Our credit ratings are dependent, however, upon a number of factors, both qualitative and quantitative, and are subject to change at any time. The disclosure of our credit ratings is made in order to enhance investors’ understanding of our sources of liquidity and the impact of our credit ratings on our cost of funds.

Our credit facility includes only one financial covenant, which is a limit of 60% on the ratio of funded debt to total capitalization. In addition, the credit facility contains customary non-financial covenants, including a limit on Nucor’s ability to pledge the Company’s assets and a limit on consolidations, mergers and sales of assets. As of July 4, 2020, our funded debt to total capital ratio was 34% and we were in compliance with all non-financial covenants under our credit facility. No borrowings were outstanding under the credit facility as of July 4, 2020.

Although our business is capital intensive, we maintain a number of capital preservation options. Nucor’s robust capital investment and maintenance practices give us the flexibility to reduce spending by prioritizing our capital projects, potentially rescheduling certain projects and selectively allocating capital to investments with the greatest impact on our

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long-term earnings power. We have taken advantage of this flexibility in the current environment. Nucor originally estimated its 2020 capital expenditures to be $2.00 billion, adjusted it to less than $1.50 billion at the end of the first quarter, and now estimates 2020 capital expenditures to be $1.70 billion. As previously mentioned, Nucor has reviewed its capital spending budget and has decided to freeze spending on certain capital projects in 2020 in order to enhance our liquidity during the COVID-19 pandemic. We have made the decision to reaccelerate our investment in the Brandenburg, Kentucky plate mill and the expansion and modernization of our Gallatin, Kentucky sheet mill. We are taking this step after a thorough review of these projects and their compelling projected economic returns as well as our strong cash flow performance in the first half of 2020. We expect these projects, as well as the flex galvanizing line at Nucor Steel Arkansas and the micro mill greenfield expansion in Frostproof, Florida, will have the largest capital expenditures in 2020.

In June 2020, Nucor’s Board of Directors declared a quarterly cash dividend on Nucor’s common stock of $0.4025 per share payable on August 11, 2020 to stockholders of record on June 30, 2020. This dividend is Nucor’s 189th consecutive quarterly cash dividend.

Funds provided from operations, cash and cash equivalents, short-term investments and new borrowings under our existing credit facilities are expected to be adequate to meet future capital expenditure and working capital requirements for existing operations for at least the next 24 months.

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 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 occasionally 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 risk has significantly changed since December 31, 2019. There were no interest rate swaps outstanding at July 4, 2020.

Commodity Price Risk

In the ordinary course of business, Nucor is exposed to market risk for price fluctuations of raw materials and energy, principally scrap steel, other ferrous and nonferrous metals, alloys and natural gas. We attempt to negotiate the best prices for our raw material and energy requirements and to obtain prices for our steel products that match market price movements in response to supply and demand. In periods of strong or stable demand for our products, we are more likely to be able to effectively reduce the normal time lag in passing through higher raw material costs so that we can maintain our gross margins. When demand for our products is weaker, this becomes more challenging. Our DRI facilities in Trinidad and Louisiana provide us with flexibility in managing our input costs. DRI is particularly important for operational flexibility when demand for prime scrap increases due to increased domestic steel production.

Natural gas produced by Nucor’s drilling operations is being sold to third parties to offset our exposure to changes in the price of natural gas consumed by our Louisiana DRI facility and our steel mills in the United States.

Nucor also periodically uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in the production process and to hedge a portion of our scrap, aluminum and copper purchases and sales. Gains and losses from derivatives designated as hedges are deferred in accumulated other comprehensive loss, net of income taxes on the condensed consolidated balance sheets and recognized into earnings in the same period as the underlying physical transaction. At July 4, 2020, accumulated other comprehensive loss, net of income taxes included $10.9 million in unrealized net-of-tax losses for the fair value of these derivative instruments. Changes in the fair value of derivatives not designated as hedges are recognized in net earnings each period. The following table presents the negative effect on pre-tax earnings of a hypothetical change in the fair value of derivative instruments outstanding at July 4, 2020, due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in thousands):

 

Commodity Derivative

 

10% Change

 

 

25% Change

 

Natural gas

 

$

7,039

 

 

$

17,600

 

Aluminum

 

$

4,411

 

 

$

11,103

 

Copper

 

$

1,800

 

 

$

4,462

 

 

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Any resulting changes in fair value would be recorded as adjustments to accumulated other comprehensive loss, net of income taxes or recognized in net earnings, as appropriate. These hypothetical losses would be partially offset by the benefit of lower prices paid or higher prices received for the physical commodities.

Foreign Currency Risk

Nucor is exposed to foreign currency risk primarily through its operations in Canada, Europe and Mexico. We periodically use derivative contracts to mitigate the risk of currency fluctuations. Open foreign currency derivative contracts at July 4, 2020 were insignificant.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the evaluation date.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended July 4, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Nucor is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. We do not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on our results of operations, financial position or cash flows. Nucor maintains liability insurance with self-insurance limits for certain risks.

Nucor Steel Louisiana LLC, our DRI facility located in St. James Parish, Louisiana, has received a Consolidated Compliance Order and Notice of Potential Penalty from the Office of Environmental Enforcement of the Louisiana Department of Environmental Quality (“LDEQ”) related to emissions issues that the facility voluntarily reported to LDEQ. Nucor Steel Louisiana LLC and LDEQ are in discussions regarding a Consolidated Settlement Agreement with LDEQ, but no penalty has been finalized. We believe the aggregate civil penalty for these compliance issues will not be material to Nucor but will likely exceed $100,000.

Item 1A. Risk Factors

There have been no material changes in Nucor’s risk factors from those included in “Item 1A. Risk Factors” in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2019, except as follows:

The COVID-19 pandemic, as well as similar epidemics and public health emergencies in the future, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our operations expose us to risks associated with pandemics, epidemics and other public health emergencies, such as the recent COVID-19 pandemic which has spread from China to the rest of the world. In March 2020, the World Health Organization characterized the outbreak of COVID-19 as a pandemic, and the President of the United States declared the COVID-19 pandemic a national emergency.

We are a company operating in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security. Shelterinplace or stayathome orders have been implemented in the jurisdictions in the United States where we operate production facilities. In all of these jurisdictions, Nucor has been deemed an essential or lifesustaining operation and, accordingly, we are maintaining operations sufficient to meet our customers’ ongoing needs. In spite of our continued operations, the COVID-19 pandemic has had, and we expect will continue to have, further negative impacts on our operations, supply chain, transportation networks and customers, which may compress our margins, including as a result of preventative and precautionary measures that we, other businesses and governments are taking. The COVID-19 pandemic is a widespread public health crisis that is adversely affecting financial markets and the economies of many countries, including that of the United States. The resulting economic downturn could adversely affect demand for our products and contribute to volatile supply and demand conditions affecting prices and volumes in the markets for our products and raw materials. The progression of the COVID-19 pandemic could also negatively impact our business or results of operations through the temporary closure of our operating facilities or those of our customers or suppliers.

In addition, the ability of our teammates and our suppliers’ and customers’ teammates to work may be significantly impacted by individuals contracting or being exposed to COVID-19 or, as a result of governmental control measures, which may significantly impact our production throughout the supply chain and constrict sales channels. Our customers may be directly impacted by business interruptions or weak market conditions and may not be willing or able to fulfill their contractual obligations. Furthermore, the progression of and global response to the COVID-19 pandemic has begun to cause, and increases the risk of, further delays in construction activities and equipment deliveries related to our capital projects, including potential delays in obtaining permits from government agencies. The extent of such delays and other effects of COVID-19 on our capital projects, certain of which are outside of our control, is unknown, but they could impact or delay the timing of anticipated benefits on capital projects.

The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the severity of the pandemic and the effectiveness of actions globally to contain or mitigate its effects. While we expect the COVID-19 pandemic to negatively impact our results of operations, cash flows and financial position, the current level of uncertainty over the economic and operational impacts of COVID-19 means the related financial impact cannot be reasonably estimated at this time.

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Item 6. Exhibits

 

Exhibit No.

 

Description of Exhibit

 

 

3

  

Restated Certificate of Incorporation of Nucor Corporation (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed September 14, 2010 (File No. 001-04119))

 

 

3.1

  

Bylaws of Nucor Corporation, as amended and restated September 15, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed September 20, 2016 (File No. 001-04119))

 

 

 

4

 

Second Supplemental Indenture, dated as of May 22, 2020, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119))

 

 

 

4.1

 

Form of 2.000% Notes due 2025 (included in Exhibit 4) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119))

 

 

 

4.2

 

Form of 2.700% Notes due 2030 (included in Exhibit 4) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119))

 

 

 

10

 

2014 Omnibus Incentive Compensation Plan, as amended and restated effective February 17, 2020 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 18, 2020 (File No. 001-04119)) (#)

 

 

 

10.1*

 

Executive Employment Agreement of Allen C. Behr (#)

 

 

 

10.2

 

Retirement, Separation, Waiver and Release Agreement, dated as of June 17, 2020, by and between Nucor Corporation and Ladd R. Hall (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed June 17, 2020 (File No. 001-04119)) (#)

 

 

 

31*

  

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

31.1*

  

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

32**

  

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

32.1**

  

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

101*

  

Financial Statements (Unaudited) from the Quarterly Report on Form 10-Q of Nucor Corporation for the quarter ended July 4, 2020, filed August 12, 2020, formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.

 

 

 

104*

 

Cover Page from the Quarterly Report on Form 10-Q of Nucor Corporation for the quarter ended July 4, 2020, filed August 12, 2020, formatted in Inline XBRL (included in Exhibit 101).

 

*

Filed herewith.

**

Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K.

(#)

Indicates a management contract or compensatory plan or arrangement.

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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 thereunto duly authorized.

 

 

NUCOR CORPORATION

 

 

 

 

 

By:

 

/s/ James D. Frias

 

 

 

James D. Frias

 

 

 

Chief Financial Officer, Treasurer and Executive

 

 

 

Vice President

 

Dated: August 12, 2020

31

nue-ex101_50.htm

Exhibit 10.1

 

EXECUTIVE EMPLOYMENT AGREEMENT

 

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between NUCOR CORPORATION, a Delaware corporation with its principal place of business in Charlotte, North Carolina (“Nucor Corporation”), and ALLEN C. BEHR (“Executive”), a resident of Texas as of the date hereof, but who will be relocating to the Charlotte, North Carolina area pursuant to the performance of Executive’s duties following Executive’s promotion discussed herein.

 

WHEREAS, Executive has heretofore been employed at Nucor Corporation’s Nucor Steel Texas division as an at-will employee of Nucor Corporation in the position of Vice President of Nucor Corporation and General Manager of Nucor Steel Texas (the “Prior Position”);

 

WHEREAS, Nucor Corporation has offered Executive a promotion to the position of Executive Vice President of Nucor Corporation effective May 17, 2020 (the “Effective Date”), contingent upon Executive’s execution of this Agreement, and Executive has accepted the promotion;  

 

WHEREAS, Nucor Corporation’s Board of Directors (the “Board”) has approved Executive’s promotion to the position of Executive Vice President of Nucor Corporation contingent upon Executive’s execution of this Agreement;

 

WHEREAS, prior to the effective date of the promotion, Executive and Nucor Corporation discussed the requirements of the restrictive covenants contained in this Agreement as a condition to Executive’s promotion;

 

WHEREAS, Nucor Corporation’s promotion of Executive entitles Executive to receive increased compensation and benefits that Executive did not have prior to Executive’s promotion;

 

WHEREAS, Executive agrees and acknowledges that in Executive’s new position of Executive Vice President of Nucor Corporation Executive will acquire greater access to and knowledge of Nucor’s (as hereinafter defined) trade secrets and confidential information which Executive did not have prior to Executive’s promotion; and

 

WHEREAS, the parties wish to formalize their employment relationship in writing and for Nucor Corporation to employ Executive under the terms and conditions set forth herein.

 

NOW, THEREFORE, in consideration for the promises and mutual agreements contained herein, the parties agree, effective as of the Effective Date, as follows:

 

1.Definitions.  In addition to terms defined elsewhere in this Agreement, for purposes of this Agreement the following definitions shall apply:

(a)AIP” means the Nucor Corporation Senior Officers Annual Incentive Plan and any successor plan.

(b)Base Salary” means the amount Executive is entitled to receive from Nucor in cash as wages or salary on an annualized basis in consideration for Executive’s services, (i) including any such amounts which have been deferred and (ii) excluding all other elements of compensation such as, without limitation, any bonuses, commissions, overtime, health benefits, perquisites and incentive compensation.  For the purpose of determining an Executive’s Change in

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Control Non-Compete Benefits, “Base Salary” shall mean, with respect to Executive, the greater of (i) Executive’s highest Base Salary during the 12 month period immediately preceding the Change in Control and (ii) Executive’s highest Base Salary in effect at any time thereafter.

(c)Business” means the research, manufacture, marketing, trading, sale, fabrication, placement and/or distribution of steel or steel products (including but not limited to flat-rolled steel, special quality and merchant quality steel bar and shapes, concrete reinforcement bars, structural steel, hollow structural section tubing, conduit tubing, steel plate, steel joists and girders, steel deck, steel fasteners, steel pilings, metal building systems and components, wire rod, welded-wire reinforcement rolls and sheets, cold finished steel bars and wire, guard rail, and structural welded-wire reinforcement) or steel or steel product inputs (including but not limited to scrap metal and direct reduced iron).

(d)Change in Control” means and includes the occurrence of any one of the following events:

(i)individuals who, at the Effective Date, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the proxy statement of Nucor Corporation in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of Nucor Corporation as a result of an actual or threatened election contest (as described in Rule 14a-11 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or on behalf of any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Section 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be an Incumbent Director;

 

(ii)any person becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Nucor Corporation representing 25% or more of the combined voting power of Nucor Corporation’s then outstanding securities eligible to vote for the election of the Board (the “Nucor Corporation Voting Securities”); provided, however, that the event described in this clause (ii) shall not be a Change in Control if it is the result of any of the following acquisitions: (A) an acquisition directly by or from Nucor Corporation or any Subsidiary; (B) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by Nucor Corporation or any Subsidiary, (C) an acquisition by an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an acquisition pursuant to a Non-Qualifying Transaction (as defined in clause (iii) of this definition); or

 

(iii)the consummation of a reorganization, merger, consolidation, statutory share exchange or similar form of corporate transaction involving Nucor Corporation that requires the approval of Nucor Corporation’s stockholders, whether for such transaction or the issuance of securities in the transaction (a “Reorganization”), or the sale or other disposition of all or substantially all of Nucor Corporation’s assets (a “Sale”), unless immediately following such Reorganization or Sale:  (A) more than 50% of the total voting

 

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power of (x) the corporation resulting from such Reorganization or the corporation which has acquired all or substantially all of the assets of Nucor Corporation (in either case, the “Surviving Corporation”), or (y) if applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is represented by Nucor Corporation Voting Securities that were outstanding immediately prior to such Reorganization or Sale (or, if applicable, is represented by shares into which Nucor Corporation Voting Securities were converted pursuant to such Reorganization or Sale), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Nucor Corporation Voting Securities among the holders thereof immediately prior to the Reorganization or Sale, (B) no person (other than (x) Nucor Corporation, (y) any employee benefit plan (or related trust) sponsored or maintained by the Surviving Corporation or the Parent Corporation, or (z) a person who immediately prior to the Reorganization or Sale was the beneficial owner of 25% or more of the outstanding Nucor Corporation Voting Securities) is the beneficial owner, directly or indirectly, of 25% or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation), and (C) at least a majority of the members of the board of directors of the Parent Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of the Reorganization or Sale were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which satisfies all of the foregoing criteria, a “Non-Qualifying Transaction”).

(e)Change in Control Non-Compete Benefits” means the payments and benefits provided under Section 5.

(f)Change in Control Period” means 24 months.

(g)Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.

(h)Committee” means the Compensation and Executive Development Committee of the Board.

(i)Competing Business Activity” means any business activity (other than business activities engaged in for or on behalf of Nucor) that (i) is the same as, or is in competition with, any portion of the Business, and (ii) is a business activity in which Executive was involved or engaged in during the course of Executive’s employment with Nucor.

(j)Confidential Information” includes all confidential and proprietary information of Nucor, including, without limitation, any of the following information to the extent not generally known to third persons:  financial and budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing or other computer programs; research and development projects; marketing information and strategies; customer lists; vendor lists; supplier lists; information about customer preferences and buying patterns; information about supplier or vendor preferences and patterns; information about prospective customers, vendors, suppliers or business opportunities; proprietary information with respect to any Nucor employees; proprietary information of any customers, suppliers or vendors of

 

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Nucor; information about Nucor’s costs and the pricing structure used in sales to customers or purchases from suppliers or vendors; information about Nucor’s overall corporate business strategy; and technological innovations used in Nucor’s business, to the extent that such information does not fall within the definition of Secret Information.

(k)Customer or Supplier” means the following alternatives:

(i)any customer, vendor or supplier of Nucor with whom Executive or Executive’s direct reports had significant contact or with whom Executive or Executive’s direct reports directly dealt on behalf of Nucor at the time of, or at any time during the 12 month period immediately prior to, the Date of Termination, but if such definition is deemed overbroad by a court of law, then;

(ii)any customer, vendor or supplier of Nucor with whom Executive had significant contact or with whom Executive directly dealt on behalf of Nucor at the time of, or at any time during the 12 month period immediately prior to, the Date of Termination, but if such definition is deemed overbroad by a court of law, then;

(iii)any customer, vendor or supplier of Nucor about whom Executive had obtained Secret Information or Confidential Information by virtue of Executive’s employment with Nucor at any time during the 12 month period immediately prior to the Date of Termination;

provided, however, that the term “Customer or Supplier” shall not include any business or entity that no longer does business with Nucor without any direct or indirect interference by Executive or violation of this Agreement by Executive, and that ceased doing business with Nucor prior to any direct or indirect communication or contact by Executive.

(l)Date of Termination” means the date of Executive’s separation from service with Nucor.  For purposes of this Agreement, the term “separation from service” shall be defined as provided in Section 409A of the Code and applicable regulations.  

(m)Equity Award Plan” means the Nucor Corporation 2014 Omnibus Incentive Compensation Plan and any successor plan and the award methodology adopted by the Committee and in effect thereunder from time to time.

(n)General Non-Compete Benefits” means the payments and benefits provided under Section 4.

(o)Good Reason” means, with respect to Executive, the occurrence of any of the following events after a Change in Control:

(i)a material reduction in Executive’s Base Salary;

 

(ii)a material reduction in Executive’s annual or long-term incentive compensation opportunity under the AIP, the LTIP or other annual or long-term incentive plan for which Executive is eligible from the Executive’s annual or long-term incentive compensation opportunity under the AIP, the LTIP or other annual or long-term incentive plan for which Executive is eligible immediately prior to the Change in Control;

 

 

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(iii)a material reduction in the value of Executive’s target equity incentive award under the Equity Award Plan from the value of Executive’s target equity incentive award under the Equity Award Plan immediately prior to the Change in Control;

 

(iv)a material reduction in the aggregate level of employee benefits offered to Executive in comparison to the employee benefit programs and arrangements enjoyed by Executive immediately prior to the Change in Control;

 

(v)a change in Executive’s principal work location to a work location that is more than 50 miles from the location where Executive was based immediately prior to the Change in Control; or

 

(vi)the assignment to Executive of any duties inconsistent in any respect with Executive’s position, authority, duties or responsibilities as in effect immediately prior to the public announcement of the Change in Control (including offices, titles, reporting requirements and relationships and status) or any other action by Nucor Corporation which results in any diminution in Executive’s position, authority, duties or responsibilities.

 

Any good faith determination of Good Reason made by Executive shall be conclusive and binding on Nucor Corporation.

(p)LTIP” means the Nucor Corporation Senior Officers Long-Term Incentive Plan and any successor plan.

(q)Month’s Base Pay” means Executive’s Base Salary divided by 12.

(r)Nucor” means Nucor Corporation and its direct and indirect subsidiaries and affiliates in existence or planned during the course of Executive’s employment with Nucor.

(s)Prospective Customer or Supplier” means any person or entity who does not currently or has not yet purchased the products or services of Nucor or provided products or services to Nucor, but who, at the time of, or at any time during the 12 month period immediately prior to, the Date of Termination, has been targeted by Nucor as a potential user of the products or services of Nucor or supplier or vendor of products or services to Nucor, and whom Executive or Executive’s direct reports participated in the solicitation of on behalf of Nucor.

(t)Restrictive Period” means a period of time commencing upon the Date of Termination and expiring 24 months thereafter.

(u)Restricted Territory” means Executive’s geographic area of responsibility at Nucor which Executive acknowledges extends to the full scope of Nucor operations throughout the world.  “Restricted Territory” therefore consists of the following alternatives reasonably necessary to protect Nucor’s legitimate business interests:

(i)Western Europe, the Middle East, South America, Central America and North America, where Executive acknowledges Nucor engages in the Business, but if such territory is deemed overbroad by a court of law, then;

(ii)The United States, Canada, Mexico, Guatemala, Honduras, the Dominican Republic, Costa Rica, Colombia, Argentina and Brazil, where Executive acknowledges

 

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Nucor engages in the Business, but if such territory is deemed overbroad by a court of law, then;

(iii)The United States, Canada and Mexico, where Executive acknowledges Nucor engages in the Business, but if such territory is deemed overbroad by a court of law, then;

(iv)The contiguous United States, where Executive acknowledges Nucor engages in the Business.

(v)Secret Information” means Nucor’s proprietary and confidential information (i) that is not generally known in the Business, which would be difficult for others to acquire or duplicate without improper means, (ii) that Nucor strives to keep secret, and (iii) from which Nucor derives substantial commercial benefit because of the fact that it is not generally known.  As used in this Agreement, Secret Information includes, without limitation: (w) Nucor’s process of developing and producing raw material, and designing and manufacturing steel and iron products; (x) Nucor’s process for treating, processing or fabricating steel and iron products; (y) Nucor’s customer, supplier and vendor lists, non-public financial data, strategic business plans, competitor analysis, sales and marketing data, and proprietary margin, pricing, and cost data; and (z) any other information or data which meets the definition of Trade Secrets.

(w)Solicit” means to initiate contact for the purpose of promoting, marketing, selling, brokering, procuring or obtaining products or services similar to those Nucor offered or required during the tenure of Executive’s employment with Nucor or to accept business from Customers or Suppliers or Prospective Customers or Suppliers.

(x)Subsidiary” means any corporation (other than Nucor Corporation), limited liability company, or other business organization in an unbroken chain of entities beginning with Nucor Corporation in which each of such entities other than the last one in the unbroken chain owns stock, units, or other interests possessing fifty percent (50%) or more of the total combined voting power of all classes of stock, units, or other interests in one of the other entities in that chain.  

(y)Trade Secrets” means any information or data meeting the definition for such term under either the North Carolina Trade Secrets Protection Act or the federal Defend Trade Secrets Act of 2016.

(z)Year of Service” shall mean each continuous 12 month period of employment, including fractional portions thereof and periods of authorized vacation, authorized leave of absence and short-term disability leave, with Nucor Corporation and its Subsidiaries or their respective successors.  Employment with an entity prior to the date it became a Subsidiary shall not be considered for purposes of determining Executive’s Years of Service unless the agreement pursuant to which the Subsidiary was acquired by Nucor Corporation provides otherwise or Nucor Corporation otherwise agrees in writing to consider such employment for purposes of determining Executive’s Years of Service.

2.Employment. Nucor agrees to employ Executive in the position of Executive Vice President of Nucor Corporation, and Executive agrees to accept employment in this position, subject to the terms and conditions set forth in this Agreement, including the confidentiality, non-competition and non-solicitation provisions which Executive acknowledges were discussed in detail prior to and made an express condition of Executive’s promotion to Executive Vice President of Nucor Corporation.  Executive

 

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acknowledges that the Board’s approval of Executive’s promotion to Executive Vice President of Nucor Corporation is conditioned upon Executive’s execution of this Agreement.

 

3.Compensation and Benefits During Employment. Nucor will provide the following compensation and benefits to Executive:

 

(a)Nucor will pay Executive a Base Salary of $464,900 per year, paid not less frequently than monthly in accordance with Nucor’s normal payroll practices, subject to withholding by Nucor and other deductions as required by law. The parties acknowledge and agree that this amount exceeds the base salary Executive was entitled to receive in the Prior Position.  Executive’s base salary is subject to adjustment up or down by the Board at its sole discretion and without notice to Executive.

 

(b)Provided Executive remains in the position of an executive officer of Nucor Corporation, Executive will be a participant in and eligible to receive awards of incentive and equity-based compensation under and in accordance with the applicable terms and conditions of the AIP, the LTIP, and the Equity Award Plan, each as modified, amended and/or restated from time to time by, and in the sole discretion of, the Committee or the Board.    

 

(c)Provided Executive remains in the position of an executive officer of Nucor Corporation, Executive will be eligible for all other employee benefits that are generally made available by Nucor Corporation to its executive officers, including the Nucor Corporation Supplemental Retirement Plan for Executive Officers (the “Supplemental Retirement Plan”), each as modified from time to time by, and in the sole discretion of, the Committee or the Board.

 

4.General Non-Compete Benefits Following Termination.

 

(a)Executive shall be entitled to receive General Non-Compete Benefits from Nucor Corporation as provided in Section 4(b) if (i) on the Date of Termination, Executive is an executive officer of Nucor Corporation (as determined in the Committee’s sole discretion), (ii) Executive’s employment with Nucor is terminated for any reason (other than due to the Executive’s death), including due to the Executive’s disability, voluntary retirement, involuntary termination or resignation, and (iii) on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against Nucor as of the Date of Termination.

 

(b)If Executive’s employment is terminated in circumstances entitling Executive to General Non-Compete Benefits as provided in Section 4(a), Nucor Corporation shall pay Executive General Non-Compete Benefits in an amount equal to the greater of (i) 6 Month’s Base Pay or (ii) the product of (A) one Month’s Base Pay and (B) the number of Executive’s Years of Service through the Date of Termination; provided that, if Executive is under age 55 as of the Date of Termination, Executive’s General Non-Compete Benefits shall not be less than the sum of the value, as of the Date of Termination, of Executive’s forfeitable deferred common stock units credited to Executive’s deferral account under the LTIP and Executive’s forfeitable shares of restricted stock awarded under the LTIP.  (For the avoidance of doubt, the minimum amount of General Non-Compete Benefits payable to Executive who is under age 55 as of the Date of Termination shall not include the value of Executive’s forfeitable deferred common stock units credited to Executive’s deferral account under the AIP or the value of any forfeitable restricted stock units or forfeitable shares of restricted stock awarded to Executive under the Equity Award Plan).  Executive’s General Non-Compete Benefits shall be reduced and offset, but not below zero,

 

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by any severance pay or pay in lieu of notice required to be paid to Executive under applicable law, including, without limitation, the Worker Adjustment and Retraining Notification Act or any similar state or local law.  Subject to the provisions of Section 26, General Non-Compete Benefits shall be paid at the time and in the form described in Section 4(c).

 

(c)Subject to the provisions of Section 26, if Executive’s employment with Nucor is terminated for any reason other than Executive’s death, Executive’s General Non-Compete Benefits shall be paid to Executive in 24 equal monthly installments, without interest or other increment thereon, commencing with the first month following the Date of Termination, provided, however, if Executive dies during the first 12 months following Executive’s termination from employment with Nucor, then Nucor will pay Executive’s estate the monthly installments due pursuant to this Section 4(c) through the end of the 12th month following Executive’s termination from employment with Nucor.  If Executive dies 12 or more months after the termination of Executive’s employment with Nucor, then Nucor’s obligations to make any installment payments under this Section 4(c) will automatically terminate without the necessity of Nucor providing notice, written or otherwise.  If Executive is employed by Nucor at the time of Executive’s death, Nucor’s obligations to make any payments of the monthly installments pursuant to this Section 4(c) will automatically terminate and Executive’s estate and executors will have no rights to any such payments.

 

5.Change in Control Non-Compete Benefits.

 

(a)Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if (i) a Change in Control has occurred and Executive’s employment with the Nucor is involuntarily terminated by Nucor or is voluntarily terminated by Executive for Good Reason, provided that, (x) such termination occurs after such Change in Control and on or before the second anniversary thereof, or (y) the termination occurs before such Change in Control but Executive can reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable, occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and (ii) on or before the Date of Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against Nucor as of the Date of Termination.  Change in Control Non-Compete Benefits shall not be payable if Executive terminates employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to Section 4.

 

(b)If Executive’s employment is terminated in circumstances entitling Executive to Change in Control Non-Compete Benefits as provided in Section 5(a), Nucor Corporation shall pay Executive, in a single lump sum payment in cash, and subject to Section 26, within 10 days of the Date of Termination, Change in Control Non-Compete Benefits in an amount equal to the sum of:

 

(i)the product of (A) 2 multiplied by (B) the sum of (1) Executive’s Base Salary and (2) the greater of (x) 150% of Executive’s Base Salary and (y) the average performance award under the AIP (including any deferred portion thereof but excluding the related “Deferral Incentive” (as defined in the AIP)) for the 3 fiscal years prior to Executive’s Date of Termination, provided for purposes of calculating such average, the performance award under the AIP for any year in such 3 fiscal year period Executive did

 

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not hold Executive’s current position shall be equal to the performance award under the AIP for such year for Executive’s position as a percentage of base salary multiplied by Executive’s Base Salary; and

(ii)if Executive’s Date of Termination occurs prior to the annual grant date under the Equity Award Plan (which date is currently June 1) for the year in which such Date of Termination occurs, an amount equal to the aggregate dollar value of the base equity award and the performance-based equity award Executive would have become entitled to receive under the Equity Award Plan for such year if Executive’s employment had continued to the annual grant date.

(c)Executive’s Change in Control Non-Compete Benefits shall be reduced and offset, but not below zero, by any severance pay or pay in lieu of notice required to be paid to Executive under applicable law, including, without limitation, the Worker Adjustment and Retraining Notification Act or any similar state or local law.

(d)If Executive is entitled to Change in Control Non-Compete Benefits pursuant to Section 5(a), Executive shall continue to be provided with medical, dental, and prescription drug benefits comparable to the benefits provided to Executive immediately prior to the Date of Termination, or if more favorable to Executive, the Change in Control, for the duration of the Change in Control Period with the same contribution rate for which Executive would have been responsible if Executive had remained employed through the Change in Control Period.  Any benefits so provided shall not be considered a continuation of coverage required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; provided that, if Executive becomes reemployed with another employer and is eligible to receive medical, dental or prescription drug insurance coverage under another employer-provided plan (regardless of whether Executive actually enrolls under such coverage), then the medical, dental or prescription drug insurance benefits provided pursuant to this Section 5(d) shall be secondary to those provided under such other plan during such applicable period of eligibility.

 

(e)Upon a Change in Control, the obligations of Nucor Corporation to pay and provide the Change in Control Non-Compete Benefits described in this Section 5 shall be absolute and unconditional and shall not be affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other right which Nucor may have against Executive.  In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Executive as a result of employment by another employer, except with respect to the continued welfare benefits provided under Section 5(d).

 

(f)In exchange for Nucor Corporation’s agreement to make Executive eligible for the compensation, payments and benefits set forth in this Agreement, and other good and valuable consideration, Executive agrees to strictly abide by the terms of Sections 10 through 15 of this Agreement.

 

6.Duties and Responsibilities; Best Efforts. While employed by Nucor, Executive shall perform such duties for and on behalf of Nucor as may be determined and assigned to Executive from time to time by the Chief Executive Officer of Nucor Corporation or the Board. Executive shall devote Executive’s full time and best efforts to the business and affairs of Nucor. During the term of Executive’s

 

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employment with Nucor, Executive will not undertake other paid employment or engage in any other business activity without the prior written consent of the Board.

 

7.Employment at Will. The parties acknowledge and agree that this Agreement does not create employment for a definite term and that Executive’s employment with Nucor is at will and terminable by Nucor or Executive at any time, with or without cause and with or without notice, unless otherwise expressly set forth in a separate written agreement executed by Executive and Nucor after the Effective Date.

 

8.Change in Executive’s Position. In the event that Nucor transfers, demotes, promotes, or otherwise changes Executive’s compensation or position with Nucor, the restrictions and post-termination obligations set forth in Sections 10 through 15 of this Agreement shall remain in full force and effect. Executive acknowledges and agrees that the benefits and opportunities being provided to Executive under this Agreement are sufficient consideration for Executive’s compliance with these obligations.

9.Recognition of Nucor’s Legitimate Interests. Executive understands and acknowledges that Nucor competes in North America and throughout the world in Business. As part of Executive’s employment with Nucor, Executive acknowledges Executive will continue to have access to and gain knowledge of significant secret, confidential and proprietary information of the full range of operations of Nucor.  In addition, Executive will continue to have access to and contact with vendors, suppliers, customers and prospective vendors, suppliers and customers of Nucor, in which capacity Executive is expected to develop good relationships with such vendors, suppliers, customers and prospective vendors, suppliers and customers, and will gain intimate knowledge regarding the products and services of Nucor.  Executive recognizes and agrees that Nucor has spent and will continue to spend substantial effort, time and money in developing relationships with its customers, suppliers and vendors, that many customers, suppliers and vendors are long term customers, suppliers and vendors of Nucor, and that all customers, suppliers, vendors and accounts that Executive may deal with during Executive’s employment with Nucor, including any customers, suppliers, vendors and accounts acquired for Nucor by Executive, are the customers, suppliers, vendors and accounts of Nucor.  Executive acknowledges that Nucor’s competitors, customers, suppliers and vendors would obtain an unfair advantage if Executive disclosed Secret Information or Confidential Information to a competitor, customer, supplier or vendor, used it on a competitor’s, customer’s, supplier’s or vendor’s behalf (except for the benefit of Nucor), or if Executive were able to exploit the relationships Executive develops as an employee of Nucor to Solicit or direct business on behalf of a competitor, customer, supplier or vendor.  

 

10.Covenant Regarding Nucor’s Secret Information.  

 

(a)Executive recognizes and agrees that Executive will have continued access to Secret Information.  Executive agrees that unless Executive is expressly authorized by Nucor in writing, Executive will not use or disclose or allow to be used or disclosed Secret Information.  This covenant shall survive until the Secret Information is generally known in the industry through no act or omission of the Executive or until Nucor knowingly authorizes the disclosure of or discloses the Secret Information, without any limitations on use or confidentiality.  Executive acknowledges that Executive did not have knowledge of Secret Information prior to Executive’s employment with Nucor and that the Secret Information does not include Executive’s general skills and know-how.

 

(b)Notwithstanding anything to the contrary set forth in this Agreement, pursuant to the federal Defend Trade Secrets Act of 2016, an individual will be immune from criminal or civil liability under any federal or state trade secret law for (i) the disclosure of a Trade Secret that is made (A) in confidence to a federal, state, or local government official, either directly or indirectly,

 

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or to an attorney; and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) a disclosure that is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the Trade Secret to the attorney of the individual and use the Trade Secret information in the court proceeding, if the individual files any document containing the Trade Secret under seal and does not disclose the Trade Secret, except pursuant to court order.

 

11.Agreement to Maintain Confidentiality; Non-Disparagement.

 

(a)During Executive’s employment with Nucor and at all times after the termination of Executive’s employment with Nucor, (i) Executive covenants and agrees to treat as confidential all Confidential Information submitted to Executive or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Executive from time to time while employed by Nucor, and (ii) Executive will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Executive’s own benefit or for the benefit of any person, entity, firm or company other than Nucor.  This restriction will apply throughout the world; provided, however, that if the restrictions of this Section 11(a) when applied to any specific piece of Confidential Information would prevent Executive from using Executive’s general knowledge or skills in competition with Nucor or would otherwise substantially restrict the Executive’s ability to fairly compete with Nucor, then as to that piece of Confidential Information only, the scope of this restriction will apply only for the Restrictive Period (as defined below).

 

(b)Executive specifically acknowledges that the Confidential Information, whether reduced to writing or maintained in the mind or memory of Executive, and whether compiled or created by Executive, Nucor, or any of its customers, suppliers or vendors or prospective customers, suppliers or vendors, derives independent economic value from not being readily known to or ascertainable by proper means by others who could obtain economic value from the disclosure or use of the Confidential Information.  Executive also acknowledges that reasonable efforts have been put forth by Nucor to maintain the secrecy of the Confidential Information, that the Confidential Information is and will remain the sole property of Nucor or any of its customers, suppliers or vendors or prospective customers, suppliers or vendors, as the case may be, and that any retention and/or use of Confidential Information during or after the termination of Executive’s employment with Nucor (except in the regular course of performing Executive’s duties hereunder) will constitute a misappropriation of the Confidential Information belonging to Nucor.  Executive acknowledges and agrees that if Executive (i) accesses Confidential Information on any Nucor computer system within 30 days prior to the effective date of Executive’s voluntary resignation of employment with Nucor and (ii) transmits, copies or reproduces in any manner such Confidential Information to or for herself or any person or entity not authorized by Nucor to receive such Confidential Information, or deletes any such Confidential Information, Executive is exceeding Executive’s authorized access to such computer system.  Notwithstanding anything to the contrary set forth herein, this Agreement shall not be construed to restrict Executive from communications or disclosures that are protected under federal law or regulation.

 

(c)Executive agrees not to make any statements, written (including electronically) or verbal, or cause or encourage others to make any statements, written (including electronically) or verbal, that defame, disparage or in any way criticize the personal or business reputation, practices, or conduct of Nucor, or any of Nucor’s directors, managers, officers, employees, agents or representatives.  Executive acknowledges and agrees that this prohibition extends to statements,

 

11


 

written (including electronically) or verbal, made to anyone, including but not limited to the general public, the news media, investors, potential investors, any board of directors, industry analysts, competitors, strategic partners, vendors, customers or Nucor employees, agents or representatives (past and present), however, nothing set forth in this Section 11(c) prohibits Executive from communicating, without notice to or approval by Nucor Corporation, with any United States federal government agency about a potential violation of a United States federal law or regulation.

 

12.Noncompetition.  Executive hereby agrees that for the duration of Executive’s employment with Nucor and for the duration of the Restrictive Period, Executive will not, either individually or by or through any agent, representative, entity, employee or otherwise, within the Restricted Territory:

 

(a)engage in any Competing Business Activity, whether as an owner, partner, shareholder, member, lender, employee, consultant, agent, co-venturer or in any other capacity;

(b)commence, establish, own (in whole or in part) or provide financing for any business that engages in any Competing Business Activity, whether (i) by establishing a sole proprietorship, (ii) as a partner of a partnership, (iii) as a member of a limited liability company, (iv) as a shareholder of a corporation (except to the extent Executive is the holder of not more than 2% of any class of the outstanding stock of any company listed on a national securities exchange so long as Executive does not actively participate in the management or business of any such entity) or (v) as the owner of any equity interest in any such entity;

(c)provide any public endorsement of, or otherwise lend Executive’s name for use by, any person or entity engaged in any Competing Business Activity; or

(d)engage in work, whether for a competitor, customer, vendor or supplier of Nucor or otherwise, that could reasonably be expected to call on Executive in the fulfillment of Executive’s duties and responsibilities to reveal, rely upon, or otherwise use Confidential Information or Secret Information.  

13.Nonsolicitation.  Executive hereby agrees for the duration of Executive’s employment with Nucor and for the duration of the Restrictive Period, Executive shall not, either individually or by or through any agent, representative, entity, employee or otherwise:

(a)Solicit or attempt to influence any Customer or Supplier to limit, curtail, cancel, or terminate any business it transacts with, or products or services it receives from or provides to Nucor;

(b)Solicit or attempt to influence any Prospective Customer or Supplier to terminate any business negotiations it is having with Nucor, or to otherwise not do business with Nucor;

(c)Solicit or attempt to influence any Customer or Supplier to purchase products or services from an entity other than Nucor or to provide products or services to an entity other than Nucor, which are the same or substantially similar to, or otherwise in competition with, those offered to the Customer or Supplier by Nucor or those offered to Nucor by the Customer or Supplier; or

(d)Solicit or attempt to influence any Prospective Customer or Supplier to purchase products or services from an entity other than Nucor or to provide products or services to an entity other than Nucor, which are the same or substantially similar to, or otherwise in competition with,

 

12


 

those offered to the Prospective Customer or Supplier by Nucor or those offered to Nucor by the Prospective Customer or Supplier.

14.Antipiracy.

 

(a)Executive agrees for the duration of the Restrictive Period, Executive will not, either individually or through or by any agent, representative, entity, employee or otherwise, solicit, encourage, contact, or attempt to induce any employees of Nucor (i) with whom Executive had regular contact with at the time of, or at any time during the 12 month period immediately prior to, the Date of Termination, and (ii) who are employed by Nucor at the time of the encouragement, contact or attempted inducement, to end their employment relationship with Nucor.

 

(b)Executive further agrees for the duration of the Restrictive Period not to hire, or to assist any other person or entity to hire, any employees described in Section 14(a) of this Agreement.

 

15.Assignment of Intellectual Property Rights.  

 

(a)Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments:  (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf.  Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.

(b)The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor.

(c)Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country.

(d)Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.

16.Severability. It is the intention of the parties to restrict the activities of Executive only to the extent reasonably necessary for the protection of Nucor’s legitimate interests. The parties specifically covenant and agree that should any of the provisions in this Agreement be deemed by a court of competent jurisdiction too broad for the protection of Nucor’s legitimate interests, the parties authorize the court to

 

13


 

narrow, limit or modify the restrictions herein to the extent reasonably necessary to accomplish such purpose. In the event such limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force and effect.

 

17.Enforcement.  Executive understands and agrees that any breach or threatened breach by Executive of any of the provisions of Sections 10 through 15 of this Agreement shall be considered a material breach of this Agreement, and in the event of such a breach or threatened breach of this Agreement, Nucor shall be entitled to pursue any and all of its remedies under law or in equity arising out of such breach.  If Nucor pursues either a temporary restraining order or temporary injunctive relief, then Executive agrees to expedited discovery with respect thereto and waives any requirement that Nucor post a bond.  Executive further agrees that in the event of Executive’s breach of any of the provisions of Sections 10 through 15 of this Agreement, unless otherwise prohibited by law:

 

(a)Nucor shall be entitled to (i) cancel any unexercised stock options granted under any senior officer equity incentive compensation plan from and after the Effective Date (the “Post-Agreement Date Option Grants”), (ii) cease payment of any General Non-Compete Benefits, Change in Control Non-Compete Benefits and/or other similar payments (including those under the Supplemental Retirement Plan) otherwise due hereunder, (iii) seek other appropriate relief, including, without limitation, repayment by Executive of General Non-Compete Benefits, Change in Control Non-Compete Benefits and/or other similar payments (including those under the Supplemental Retirement Plan); and

 

(b)Executive shall (i) forfeit any (A) unexercised Post-Agreement Date Option Grants and (B) any shares of restricted stock or restricted stock units granted under any senior officer equity incentive compensation plan that vested during the 6 month period immediately preceding Executive’s termination of employment (the “Vested Stock”) and (ii) forfeit and immediately return upon demand by Nucor any profit realized by Executive from the exercise of any Post-Agreement Date Option Grants or sale or exchange of any Vested Stock during the 6 month period preceding Executive’s breach of any of the provisions of Sections 10 through 15 of this Agreement.

 

Executive agrees that any breach or threatened breach of any of the provisions of Sections 10 through 15 will cause Nucor irreparable harm which cannot be remedied through monetary damages and the alternative relief set forth in Sections 17(a) and (b) shall not be considered an adequate remedy for the harm Nucor would incur.  Executive further agrees that such remedies in Sections 17(a) and (b) will not preclude injunctive relief.

 

If Executive breaches or threatens to breach any of the provisions of Sections 12, 13 or 14 of this Agreement and Nucor obtains an injunction, preliminary or otherwise, ordering Executive to adhere to the Restrictive Period required by the applicable Section, then the applicable Restrictive Period will be extended by the number of days that Nucor has alleged that Executive has been in breach of any of these provisions.  

 

Executive further agrees, unless otherwise prohibited by law, to pay Nucor’s attorneys’ fees and costs incurred in successfully enforcing its rights pursuant to this Section 17, or in defending against any action brought by Executive or on Executive’s behalf in violation of or under this Section 17 in which Nucor prevails.  Executive agrees that Nucor’s actions pursuant to this Section 17, including, without limitation, filing a legal action, are permissible and are not and will not be considered by Executive to be retaliatory.  Executive further represents and acknowledges that in the event of the termination of Executive’s employment for any reason, Executive’s experience and capabilities are such that Executive can obtain employment and that enforcement of this Agreement by way of injunction will not prevent Executive from

 

14


 

earning a livelihood.

 

18.Reasonableness of Restrictions. Executive has carefully considered the nature and extent of the restrictions upon Executive and the rights and remedies conferred upon Nucor under Sections 10, 11, 12, 13, 14 and 17 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to Nucor, do not interfere with Executive’s exercise of Executive’s inherent skill and experience, are reasonably required to protect the legitimate interests of Nucor, and do not confer a benefit upon Nucor disproportionate to the detriment to Executive. Executive certifies that Executive has had the opportunity to discuss this Agreement with such legal advisors as Executive chooses and that Executive understands its provisions and has entered into this Agreement freely and voluntarily.

 

19.Applicable Law. Following Executive’s promotion to Executive Vice President of Nucor Corporation, Executive’s primary place of employment will be Nucor’s corporate headquarters located in Charlotte, North Carolina.  Accordingly, this Agreement is made in, and shall be interpreted, construed and governed according to the laws of, the State of North Carolina, regardless of choice of law principles of any jurisdiction to the contrary.  Each party, for themselves and their successors and assigns, hereby irrevocably (a) consents to the exclusive jurisdiction of the North Carolina state and federal courts located in Mecklenburg County, North Carolina and (b) waives any objection to any such action based on venue or forum non conveniens.  Further, Executive hereby irrevocably consents to the jurisdiction of any court or similar body within the Restricted Territory for enforcement of any judgment entered in a court or similar body pursuant to this Agreement.  This Agreement is intended, among other things, to supplement the provisions of the North Carolina Trade Secrets Protection Act and the Defend Trade Secrets Act of 2016, each as amended from time to time, and the duties Executive owes to Nucor under North Carolina common law, including, but not limited to, fiduciary duties owed by Executive to Nucor.  

 

20.Executive to Return Property. Executive agrees that upon (a) the termination of Executive’s employment with Nucor and within 3 business days thereof, whether by Executive or Nucor for any reason (with or without cause), or (b) the written request of Nucor, Executive (or in the event of the death or disability of Executive, Executive’s heirs, successors, assigns and legal representatives) shall return to Nucor any and all property of Nucor regardless of the medium in which such property is stored or kept, including but not limited to all Secret Information, Confidential Information, notes, data, tapes, computers, lists, customer lists, supplier lists, vendor lists, names of customers, suppliers or vendors, reference items, phones, documents, sketches, drawings, software, product samples, rolodex cards, forms, manuals, keys, pass or access cards and equipment, without retaining any copies or summaries of such property.   Executive further agrees that to the extent Secret Information or Confidential Information are in electronic format and in Executive’s possession, custody or control, Executive will provide all such copies to Nucor and will not keep copies in such format but, upon Nucor’s request, will confirm the permanent deletion or other destruction thereof.

 

21.Entire Agreement; Amendments. This Agreement supersedes, discharges and cancels all previous agreements regarding Executive’s employment with Nucor, including without limitation that certain Executive Agreement by and between Nucor Corporation and Executive dated as of December 21, 2017, and constitutes the entire agreement between the parties with regard to the subject matter hereof. No agreements, representations, or statements of any party not contained herein shall be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreement shall be valid unless in writing and signed by both parties.

 

22.Assignability. This Agreement and the rights and duties created hereunder shall not be assignable or delegable by Executive. Nucor may, at its option and without consent of Executive, assign

 

15


 

or delegate its rights and duties hereunder, in whole or in part, to any successor entity or transferee of Nucor Corporation’s assets.

 

23.Binding Effect. This Agreement shall be binding upon and inure to the benefit of Nucor and Executive and their respective permitted successors, assigns, heirs and legal representatives.

 

24.No Waiver. No failure or delay by any party to this Agreement to enforce any right specified in this Agreement will operate as a waiver of such right, nor will any single or partial exercise of a right preclude any further or later enforcement of the right within the period of the applicable statute of limitations.  No waiver of any provision hereof shall be effective unless such waiver is set forth in a written instrument executed by the party waiving compliance.

 

25.Cooperation.  Executive agrees that both during and after Executive’s employment, Executive shall, at Nucor’s request, render all assistance and perform all lawful acts that Nucor considers necessary or advisable in connection with any litigation involving Nucor or any of its directors, officers, employees, shareholders, agents, representatives, consultants, clients, customers, suppliers or vendors.  Executive understands and agrees that Nucor will reimburse Executive for any reasonable documented expense Executive incurs related to this cooperation and assistance, but will not be obligated to pay Executive any additional amounts.  

 

26.Compliance with Code Section 409A.  Notwithstanding anything in this Agreement to the contrary, if (a) Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of Code as of the Date of Termination and (b) any amount or benefit that Nucor determines would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service, then to the extent necessary to comply with Code Section 409A:  (i) if the payment or distribution is payable in a lump sum, Executive’s right to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s death or the 7th month following the Date of Termination, and (ii) if the payment, distribution or benefit is payable or provided over time, the amount of such non-exempt deferred compensation or benefit that would otherwise be payable or provided during the 6 month period immediately following the Date of Termination will be accumulated, and Executive’s right to receive payment or distribution of such accumulated amount or benefit will be delayed until the earlier of Executive’s death or the 7th month following the Date of Termination and paid or provided on the earlier of such dates, without interest, and the normal payment or distribution schedule for any remaining payments, distributions or benefits will commence.

 

For purposes of this Agreement, the term “separation from service” shall be defined as provided in Code Section 409A and applicable regulations, and Executive shall be a “specified employee” during the 12 month period beginning April 1 each year if Executive met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the 12 month period ending on the December 31 immediately preceding the Date of Termination.

 

 

 

[Signatures Appear on Following Page]

 

16


 

IN WITNESS WHEREOF, Executive and Nucor Corporation have executed this Agreement to be effective as of the Effective Date.

 

 

17

nue-ex31_6.htm

 

Exhibit 31

CERTIFICATION

I, Leon J. Topalian, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Nucor Corporation;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 12, 2020

 

/s/ Leon J. Topalian

 

 

Leon J. Topalian

 

 

President and Chief Executive Officer

 

 

 

nue-ex31i_8.htm

 

Exhibit 31.1

CERTIFICATION

I, James D. Frias, certify that:

1.

I have reviewed this Quarterly Report on Form 10-Q of Nucor Corporation;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: August 12, 2020

 

/s/ James D. Frias

 

 

James D. Frias

 

 

Chief Financial Officer, Treasurer and Executive Vice President

 

 

 

nue-ex32_7.htm

 

Exhibit 32

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Nucor Corporation (the “Registrant”) for the period ended July 4, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leon J. Topalian, President and Chief Executive Officer (principal executive officer) of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

/s/ Leon J. Topalian

Name:

 

Leon J. Topalian

Date:

 

August 12, 2020

 

 

 

nue-ex32i_9.htm

 

Exhibit 32.1

Certification Pursuant to

18 U.S.C. Section 1350,

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Nucor Corporation (the “Registrant”) for the period ended July 4, 2020, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James D. Frias, Chief Financial Officer, Treasurer and Executive Vice President (principal financial officer) of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

/s/ James D. Frias

Name:

 

James D. Frias

Date:

 

August 12, 2020

 

 

v3.20.2
Document and Entity Information
6 Months Ended
Jul. 04, 2020
shares
Cover [Abstract]  
Document Type 10-Q
Amendment Flag false
Document Period End Date Jul. 04, 2020
Document Fiscal Year Focus 2020
Document Fiscal Period Focus Q2
Trading Symbol NUE
Entity Registrant Name NUCOR CORPORATION
Entity Central Index Key 0000073309
Current Fiscal Year End Date --12-31
Entity Filer Category Large Accelerated Filer
Entity Emerging Growth Company false
Entity Small Business false
Entity Current Reporting Status Yes
Entity Shell Company false
Entity Interactive Data Current Yes
Title of 12(b) Security Common Stock, par value $0.40 per share
Security Exchange Name NYSE
Entity Incorporation, State or Country Code DE
Document Quarterly Report true
Document Transition Report false
Entity File Number 1-4119
Entity Tax Identification Number 13-1860817
Entity Address, Address Line One 1915 Rexford Road
Entity Address, City or Town Charlotte
Entity Address, State or Province NC
Entity Address, Postal Zip Code 28211
City Area Code 704
Local Phone Number 366-7000
Entity Common Stock, Shares Outstanding 301,895,077
v3.20.2
Condensed Consolidated Statements of Earnings - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jul. 04, 2020
Jun. 29, 2019
Jul. 04, 2020
Jun. 29, 2019
Income Statement [Abstract]        
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
Costs, expenses and other, total 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
v3.20.2
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 04, 2020
Jun. 29, 2019
Jul. 04, 2020
Jun. 29, 2019
Statement Of Comprehensive Income [Abstract]        
Net earnings $ 133,153 $ 412,277 $ 187,532 $ 943,070
Other comprehensive income:        
Net unrealized income (loss) on hedging derivatives, net of income taxes of $200 and $(1,700) for the second quarter of 2020 and 2019, respectively, and $(600) and $(1,500) for the first six months of 2020 and 2019, respectively 757 (5,217) (1,499) (4,486)
Reclassification adjustment for settlement of hedging derivatives included in net income, net of income taxes of $900 and $200 for the second quarter of 2020 and 2019, respectively, and $1,600 and $0 for the first six months of 2020 and 2019, respectively 2,543 [1] 517 [2] 4,599 [1] (114) [2]
Foreign currency translation gain (loss), net of income taxes of $0 for the second quarter and first six months of 2020 and 2019 23,491 15,727 (40,970) 9,087
Net current-period other comprehensive income (loss) 26,791 11,027 (37,870) 4,487
Comprehensive income 159,944 423,304 149,662 947,557
Comprehensive income attributable to noncontrolling interests (24,272) (25,794) (58,320) (54,781)
Comprehensive income attributable to Nucor stockholders $ 135,672 $ 397,510 $ 91,342 $ 892,776
[1] Includes $2,543 and $4,599 of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the second quarter and first six months of 2020, respectively. The tax impacts of those reclassifications were $900 and $1,600 in the second quarter and first six months of 2020, respectively.
[2] Includes $517 and $(114) of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the second quarter and first six months of 2019, respectively. The tax impacts of those reclassifications were $200 and $0 in the second quarter and first six months of 2019, respectively.
v3.20.2
Condensed Consolidated Statements of Comprehensive Income (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 04, 2020
Jun. 29, 2019
Jul. 04, 2020
Jun. 29, 2019
Statement Of Comprehensive Income [Abstract]        
Net unrealized income (loss) on hedging derivatives, tax $ 200 $ (1,700) $ (600) $ (1,500)
Reclassification adjustment for settlement of hedging derivatives included in net income, tax effect 900 200 1,600 0
Foreign currency translation gain (loss), tax $ 0 $ 0 $ 0 $ 0
v3.20.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Jul. 04, 2020
Dec. 31, 2019
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
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
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
v3.20.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Jul. 04, 2020
Jun. 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
v3.20.2
Basis of Interim Presentation
6 Months Ended
Jul. 04, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Basis of Interim Presentation

1. Basis of Interim Presentation

The information furnished in this Item 1 reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented and are of a normal and recurring nature unless otherwise noted. The information furnished has not been audited; however, the December 31, 2019 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The unaudited condensed consolidated financial statements included in this Item 1 should be read in conjunction with the audited consolidated financial statements and the notes thereto included in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2019.

v3.20.2
Inventories
6 Months Ended
Jul. 04, 2020
Inventory Disclosure [Abstract]  
Inventories

2. Inventories

Inventories consisted of approximately 39% raw materials and supplies and 61% finished and semi-finished products at July 4, 2020 (42% and 58%, respectively, at December 31, 2019). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.

v3.20.2
Property, Plant and Equipment
6 Months Ended
Jul. 04, 2020
Property Plant And Equipment [Abstract]  
Property, Plant and Equipment

3. Property, Plant and Equipment

Property, plant and equipment is recorded net of accumulated depreciation of $9.71 billion at July 4, 2020 ($9.42 billion at December 31, 2019).

Nucor performed an impairment assessment of its proved producing natural gas well assets in the fourth quarter of 2019. One of the main assumptions that most significantly affects the undiscounted cash flows determination is management’s estimate of future pricing of natural gas and natural gas liquids. The pricing used in the impairment assessment was developed by management based on projected natural gas market supply and demand dynamics, in conjunction with a review of projections by market analysts. Management also makes key estimates on the expected reserve levels and on the expected lease operating costs. The impairment assessment was performed on each of Nucor’s three groups (“fields”) of wells, with each field defined by common geographic location.

As a result of the impairment assessment, Nucor recorded a non-cash impairment charge of $35.0 million relating to one field of wells in the fourth quarter of 2019. The post-impairment carrying value of this field was $11.8 million at July 4, 2020 ($12.3 million at December 31, 2019). The remaining two fields were not impaired as a result of the assessment and had a combined carrying value of $63.9 million at July 4, 2020 ($66.6 million at December 31, 2019). Changes in the natural gas industry or a prolonged low-price environment beyond what had already been assumed in the assessments could cause management to revise the natural gas and natural gas liquids price assumptions, the estimated reserves or the estimated lease operating costs. Unfavorable revisions to these assumptions or estimates could possibly result in further impairment of some or all of the fields of proved well assets.

Nucor owns a 49% leasehold interest in unproved oil and natural gas properties covering approximately 54,000 acres in the South Piceance Basin located in Colorado. Nucor is subject to forfeiture of a portion of its leasehold interest in these properties if we do not drill new wells within various contractually specified time periods. A decision to not develop a portion of these properties within the specified time periods would likely result in a partial asset impairment in the future. The carrying value of the entire leasehold interest at July 4, 2020 was $165.0 million. Nucor has full discretion on its participation in all future drilling capital investments related to the leasehold interest.

v3.20.2
Goodwill and Other Intangible Assets
6 Months Ended
Jul. 04, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Other Intangible Assets

4. Goodwill and Other Intangible Assets

The change in the net carrying amount of goodwill for the six months ended July 4, 2020 by segment was as follows (in thousands):

 

 

 

Steel Mills

 

 

Steel Products

 

 

Raw Materials

 

 

Total

 

Balance at December 31, 2019

 

$

591,986

 

 

$

879,500

 

 

$

729,577

 

 

$

2,201,063

 

Other

 

 

-

 

 

 

(821

)

 

 

-

 

 

 

(821

)

Translation

 

 

-

 

 

 

(10,098

)

 

 

-

 

 

 

(10,098

)

Balance at July 4, 2020

 

$

591,986

 

 

$

868,581

 

 

$

729,577

 

 

$

2,190,144

 

 

Nucor completed its most recent annual goodwill impairment testing during the fourth quarter of 2019 and concluded that as of such time there was no impairment of goodwill for any of its reporting units.

The assessment performed in 2019 used forward-looking projections and included expected improvements in the future cash flows of one of the Company’s reporting units, Rebar Fabrication. The fair value of this reporting unit exceeded its carrying value by approximately 56% in the most recent assessment. The reporting unit’s profitability in the first half of 2020 significantly increased from the first half of 2019. We expect the 2020 operating results of the Rebar Fabrication reporting unit will continue to improve compared to 2019. If our assessment of the relevant facts and circumstances changes, or the actual performance of this reporting unit falls short of expected results, non-cash impairment charges may be required. Total goodwill associated with the Rebar Fabrication reporting unit was $347.8 million as of July 4, 2020 ($356.6 million as of December 31, 2019). An impairment of goodwill may also lead us to record an impairment of other intangible assets. Total finite-lived intangible assets associated with the Rebar Fabrication reporting unit were $61.3 million as of July 4, 2020 ($67.2 million as of December 31, 2019). There have been no triggering events requiring an interim assessment for impairment of the Rebar Fabrication reporting unit since the most recent annual goodwill impairment testing date.

Due to lower than expected operating results and anticipated changes to the Grating reporting unit’s business strategy and structure, the Company determined a triggering event occurred in the third quarter of 2019 and performed an impairment assessment. The fair value of the Grating reporting unit exceeded its carrying value by approximately 17% in that assessment. If our assessment of the relevant facts and circumstances changes, or the actual performance of this reporting unit falls short of expected results, non-cash impairment charges may be required. Total goodwill associated with the Grating reporting unit was $36.5 million as of July 4, 2020 ($36.8 million as of December 31, 2019).

Intangible assets with estimated useful lives of five to 22 years are amortized on a straight-line or accelerated basis and were comprised of the following as of July 4, 2020 and December 31, 2019 (in thousands):

 

 

 

July 4, 2020

 

 

December 31, 2019

 

 

 

Gross Amount

 

 

Accumulated

Amortization

 

 

Gross Amount

 

 

Accumulated

Amortization

 

Customer relationships

 

$

1,411,626

 

 

$

803,415

 

 

$

1,412,954

 

 

$

767,532

 

Trademarks and trade names

 

 

161,926

 

 

 

96,187

 

 

 

162,183

 

 

 

92,258

 

Other

 

 

63,822

 

 

 

39,335

 

 

 

63,807

 

 

 

36,968

 

 

 

$

1,637,374

 

 

$

938,937

 

 

$

1,638,944

 

 

$

896,758

 

 

Intangible asset amortization expense in the second quarter of 2020 and 2019 was $20.7 million and $21.2 million, respectively, and was $42.2 million and $42.7 million in the first six months of 2020 and 2019, respectively. Annual amortization expense is estimated to be $83.5 million in 2020; $82.3 million in 2021; $80.7 million in 2022; $80.0 million in 2023; and $79.2 million in 2024.

v3.20.2
Equity Investments
6 Months Ended
Jul. 04, 2020
Equity Method Investments And Joint Ventures [Abstract]  
Equity Investments

5. Equity Investments

The carrying value of our equity investments in domestic and foreign companies was $521.5 million at July 4, 2020 ($793.2 million at December 31, 2019) and is recorded in other assets in the condensed consolidated balance sheets.

NuMit

Nucor owns a 50% economic and voting interest in NuMit LLC (“NuMit”). NuMit owns 100% of the equity interest in Steel Technologies LLC, an operator of 26 sheet processing facilities located throughout the United States, Canada and Mexico. Nucor accounts for the investment in NuMit (on a one-month lag basis) under the equity method, as control and risk

of loss are shared equally between the members. Nucor’s investment in NuMit was $316.7 million at July 4, 2020 ($319.8 million at December 31, 2019). Nucor received distributions of $2.0 million and $27.4 million from NuMit during the first six months of 2020 and 2019, respectively.

Duferdofin Nucor

Nucor owns a 50% economic and voting interest in Duferdofin Nucor S.r.l. (“Duferdofin Nucor”), an Italian steel manufacturer, and accounts for the investment (on a one-month lag basis) under the equity method, as control and risk of loss are shared equally between the members.

Nucor’s investment in Duferdofin Nucor was $2.5 million at July 4, 2020 ($263.0 million at December 31, 2019). Nucor’s 50% share of the total net assets of Duferdofin Nucor was $115.9 million at July 4, 2020, resulting in a negative basis difference of $113.4 million. This is due to the $255.0 million impairment charge taken against the Company’s investment in Duferdofin Nucor in the first half of 2020 as discussed below, offset by the step-up to fair value of certain assets and liabilities attributable to Duferdofin Nucor, as well as the identification of goodwill ($86.5 million at December 31, 2019) and finite-lived intangible assets. This basis difference prior to the impairment charge, excluding the portion attributable to goodwill, was being amortized based on the remaining estimated useful lives of the various underlying net assets, as appropriate, through the first quarter of 2020. Beginning with the second quarter of 2020, the negative basis difference of $113.4 million began amortizing based on the remaining useful lives of the various underlying net assets, as appropriate. Amortization expense associated with the negative basis in the second quarter of 2020 was income of $1.8 million, compared to an expense of $2.3 million in the second quarter of 2019, associated with the fair value step-up. Net amortization expense was $0.3 million and $4.5 million in the first six months of 2020 and 2019, respectively.     

As of July 4, 2020, Nucor had outstanding notes receivable of €35.0 million ($39.4 million) from Duferdofin Nucor (€35.0 million, or $39.3 million, as of December 31, 2019). The notes receivable bear interest at a rate that resets annually on September 30 to the 12-month Euro Interbank Offered Rate plus 0.75% per year. The maturity date of the principal amounts is January 31, 2022. As of July 4, 2020 and December 31, 2019, the notes receivable were classified in other assets in the condensed consolidated balance sheets. These notes were fully reserved in connection with the $255.0 million impairment charge taken against the Company’s investment in Duferdofin Nucor in the first half of 2020 as discussed below.

Nucor has issued a guarantee for its ownership percentage (50%) of Duferdofin Nucor’s borrowings under Facility A of a Structured Trade Finance Facilities Agreement (“Facility A”). The fair value of the guarantee is immaterial. In April 2018, Duferdofin Nucor amended and extended Facility A to mature on April 16, 2021. The maximum amount Duferdofin Nucor could borrow under Facility A was €160.0 million ($180.0 million) at July 4, 2020. As of July 4, 2020, there was €147.0 million ($165.4 million) outstanding under that facility (€147.0 million, or $164.9 million, as of December 31, 2019). If Duferdofin Nucor fails to pay when due any amounts for which it is obligated under Facility A, Nucor could be required to pay 50% of such amounts pursuant to and in accordance with the terms of its guarantee. Any indebtedness of Duferdofin Nucor to Nucor is effectively subordinated to the indebtedness of Duferdofin Nucor under Facility A. Nucor has not recorded any liability associated with this guarantee.

Nucor-JFE

Nucor owns a 50% economic and voting interest in Nucor-JFE Steel Mexico, S. de R.L. de C.V. (“Nucor-JFE”), a 50-50 joint venture with JFE Steel Corporation of Japan, to build and operate a galvanized sheet steel plant in central Mexico. Nucor accounts for the investment in Nucor-JFE (on a one-month lag basis) under the equity method, as control and risk of loss are shared equally between the members. Nucor’s investment in Nucor-JFE was $153.6 million at July 4, 2020 ($163.2 million at December 31, 2019).

On January 16, 2019, Nucor entered into an agreement to guarantee a percentage, equal to its ownership percentage (50%), of Nucor-JFE’s borrowings under the General Financing Agreement and Promissory Note (the “Facility”). The fair value of the guarantee is immaterial. Nucor’s guarantee expires on April 30, 2021. Under the Facility, the maximum amount Nucor-JFE could borrow was $65.0 million as of July 4, 2020. The Facility is uncommitted. As of July 4, 2020, there was $35.0 million outstanding under the Facility (none as of December 31, 2019). If Nucor-JFE fails to pay when due any amounts for which it is obligated under the Facility, Nucor could be required to pay 50% of such amounts pursuant to and in accordance with the terms of its guarantee. Nucor has not recorded any liability associated with this guarantee.

Nucor-JFE has other credit facilities that Nucor has agreed to guarantee. The principal amount subject to guarantee by Nucor for these other credit facilities was $25.0 million as of July 4, 2020 ($25.0 million as of December 31, 2019). The fair value of the guarantees is immaterial. If Nucor-JFE fails to pay when due any amounts for which it is obligated, Nucor could be required to pay such amounts pursuant to and in accordance with the terms of its guarantee. Nucor has not recorded any liability associated with these guarantees.

All Equity Investments

Nucor reviews its equity investments for impairment if and when circumstances indicate that a decline in fair value below their carrying amounts may have occurred. Nucor determined that a triggering event occurred in the first quarter of 2020 with respect to its equity method investment in Duferdofin Nucor due to adverse developments in the joint venture’s commercial outlook, which have been exacerbated by the COVID-19 pandemic, all of which have negatively impacted the joint venture’s strategic direction. After completing its impairment assessment, Nucor determined that the carrying amount exceeded its estimated fair value and the impairment condition was considered to be other than temporary. Therefore, Nucor recorded a $250.0 million impairment charge in the first quarter of 2020 and a $5.0 million impairment charge in the second quarter of 2020 against its investment in Duferdofin Nucor. Any additional capital contributions, if necessary, that Nucor makes to Duferdofin Nucor will be subject to impairment. Additionally, the Company fully reserved its €35.0 million ($39.4 million) outstanding note receivable from Duferdofin Nucor due to an assessment of the likelihood of collection in light of these adverse developments and its effective subordination to Facility A. These charges are included in losses on assets in the condensed consolidated statements of earnings. The assumptions that most significantly affect the fair value determination include projected cash flows and the discount rate. The Company-specific inputs for measuring fair value are considered “Level 3” or unobservable inputs that are not corroborated by market data under applicable fair value authoritative guidance, as quoted market prices are not available.

It is reasonably possible that material deviation of future performance from the estimates used in our most recent valuation could result in further impairment of our investment in Duferdofin Nucor and affect any potential liability associated with the Company’s guarantee of the indebtedness of Duferdofin Nucor as discussed above.

v3.20.2
Current Liabilities
6 Months Ended
Jul. 04, 2020
Payables And Accruals [Abstract]  
Current Liabilities

6. Current Liabilities

Book overdrafts, included in accounts payable in the condensed consolidated balance sheets, were $65.7 million at July 4, 2020 ($116.4 million at December 31, 2019). Dividends payable, included in accrued expenses and other current liabilities in the condensed consolidated balance sheets, were $123.0 million at July 4, 2020 ($122.9 million at December 31, 2019). Accrued vacation and holiday pay, included in salaries, wages and related accruals in the condensed consolidated balance sheets, were $119.0 million at July 4, 2020 ($106.2 million at December 31, 2019).

v3.20.2
Fair Value Measurements
6 Months Ended
Jul. 04, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements

7. Fair Value Measurements

The following table summarizes information regarding Nucor’s financial assets and financial liabilities that were measured at fair value as of July 4, 2020 and December 31, 2019 (in thousands). Nucor does not have any non-financial assets or non-financial liabilities that are measured at fair value on a recurring basis.

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

Description

 

Carrying

Amount in

Condensed

Consolidated

Balance

Sheets

 

 

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

As of July 4, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

2,409,727

 

 

$

2,409,727

 

 

$

-

 

 

$

-

 

Short-term investments

 

 

247,473

 

 

 

247,473

 

 

 

-

 

 

 

-

 

Total assets

 

$

2,657,200

 

 

$

2,657,200

 

 

$

-

 

 

$

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(14,344

)

 

$

-

 

 

$

(14,344

)

 

$

-

 

As of December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

1,229,000

 

 

$

1,229,000

 

 

$

-

 

 

$

-

 

Short-term investments

 

 

300,040

 

 

 

300,040

 

 

 

-

 

 

 

-

 

Total assets

 

$

1,529,040

 

 

$

1,529,040

 

 

$

-

 

 

$

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(19,599

)

 

$

-

 

 

$

(19,599

)

 

$

-

 

 

Fair value measurements for Nucor’s cash equivalents and short-term investments are classified under Level 1 because such measurements are based on quoted market prices in active markets for identical assets. Our short-term investments at July 4, 2020 consisted of certificates of deposit, commercial paper and corporate notes. Fair value

measurements for Nucor’s derivatives are classified under Level 2 because such measurements are based on published market prices for similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit risks, spot and future commodity prices, and spot and future exchange rates.

The fair value of short-term and long-term debt, including current maturities, was approximately $6.00 billion at July 4, 2020 ($4.81 billion at December 31, 2019). The debt fair value estimates are classified under Level 2 because such estimates are based on readily available market prices of our debt at July 4, 2020 and December 31, 2019, or similar debt with the same maturities, ratings and interest rates.

Disclosures are required for certain assets and liabilities that are measured at fair value, but are recognized and disclosed on a nonrecurring basis in periods subsequent to initial recognition. For Nucor, our equity investment in Duferdofin Nucor was measured at fair value as a result of the impairment charges recorded in the first six months of 2020 (see Note 5).

v3.20.2
Contingencies
6 Months Ended
Jul. 04, 2020
Commitments And Contingencies Disclosure [Abstract]  
Contingencies

8. Contingencies

Nucor is subject to environmental laws and regulations established by federal, state and local authorities and, accordingly, makes provisions for the estimated costs of compliance. Of the undiscounted total of $16.3 million of accrued environmental costs at July 4, 2020 ($16.4 million at December 31, 2019), $5.9 million was classified in accrued expenses and other current liabilities ($4.1 million at December 31, 2019) and $10.4 million was classified in deferred credits and other liabilities ($12.3 million at December 31, 2019). Inherent uncertainties exist in these estimates primarily due to unknown conditions, evolving remediation technology and changing governmental regulations, legal standards and enforcement priorities.

We are from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. We do not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on our results of operations, financial position or cash flows. Nucor maintains liability insurance with self-insurance limits for certain risks.

v3.20.2
Stock-Based Compensation
6 Months Ended
Jul. 04, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-Based Compensation

9. Stock-Based Compensation

Overview

The Company maintains the Nucor Corporation 2014 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) under which the Company may award stock-based compensation to key employees, officers and non-employee directors. The Company’s stockholders approved the Omnibus Plan on May 8, 2014 and an amendment and restatement of the Omnibus Plan on May 14, 2020. The Omnibus Plan, as amended and restated, permits the award of stock options, restricted stock units, restricted shares and other stock-based awards for up to 19.0 million shares of the Company’s common stock. As of July 4, 2020, 7.8 million shares remained available for award under the Omnibus Plan.

The Company also maintains a number of inactive plans under which stock-based awards remain outstanding but no further awards may be made. As of July 4, 2020, 1.0 million shares were reserved for issuance upon the future settlement of outstanding awards under such inactive plans.

Stock Options

Stock options may be granted to Nucor’s key employees, officers and non-employee directors with exercise prices at 100% of the market value on the date of the grant. The stock options granted are generally exercisable at the end of three years and have a term of 10 years.

A summary of activity under Nucor’s stock option plans for the first six months of 2020 is as follows (shares in thousands):

 

 

 

 

 

 

Weighted-

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

Average

 

 

Average

 

Aggregate

 

 

 

 

 

 

 

Exercise

 

 

Remaining

 

Intrinsic

 

 

 

Shares

 

 

Price

 

 

Contractual Life

 

Value

 

Number of shares under stock options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at beginning of year

 

 

3,892

 

 

$

50.78

 

 

 

 

 

 

 

Granted

 

 

529

 

 

$

42.46

 

 

 

 

 

 

 

Exercised

 

 

-

 

 

$

-

 

 

 

 

$

-

 

Canceled

 

 

(239

)

 

$

51.58

 

 

 

 

 

 

 

Outstanding at July 4, 2020

 

 

4,182

 

 

$

49.68

 

 

6.2 years

 

$

564

 

Stock options exercisable at July 4, 2020

 

 

3,435

 

 

$

50.36

 

 

5.5 years

 

$

564

 

 

For the 2020 stock option grant, the grant date fair value of $7.56 per share was calculated using the Black-Scholes options pricing model with the following assumptions:

 

Exercise price

 

$

42.46

 

Expected dividend yield

 

 

3.79

%

Expected stock price volatility

 

 

30.12

%

Risk-free interest rate

 

 

0.50

%

Expected life (years)

 

 

6.5

 

Stock options granted to employees who are eligible for retirement on the date of the grant are expensed immediately since these awards vest upon retirement from the Company. Retirement, for purposes of vesting in these stock options, means termination of employment after satisfying age and years of service requirements. Similarly, stock options granted to employees who will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee will become retirement-eligible. Compensation expense for stock options granted to employees who will not become retirement-eligible prior to the end of the vesting term is recognized on a straight-line basis over the vesting period. Compensation expense for stock options was $1.8 million and $3.8 million in the second quarter of 2020 and 2019, respectively, and $2.1 million and $4.1 million in the first six months of 2020 and 2019, respectively. As of July 4, 2020, unrecognized compensation expense related to stock options was $3.1 million, which is expected to be recognized over a weighted-average period of 2.6 years.

Restricted Stock Units

Nucor annually grants restricted stock units (“RSUs”) to key employees, officers and non-employee directors. The RSUs granted to key employees and officers vest and are converted to common stock in three equal installments on each of the first three anniversaries of the grant date provided that a portion of the RSUs awarded to an officer prior to 2018 vest only upon the officer’s retirement. Retirement, for purposes of vesting in these RSUs only, means termination of employment with approval of the Compensation and Executive Development Committee of the Board of Directors after satisfying age and years of service requirements. RSUs granted to a non-employee director are fully vested on the grant date and are payable to the non-employee director in the form of common stock after the termination of the director’s service on the Board of Directors.

RSUs granted to employees who are eligible for retirement on the date of the grant are expensed immediately, and RSUs granted to employees who will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee will become retirement-eligible since these awards vest upon retirement from the Company. Compensation expense for RSUs granted to employees who will not become retirement-eligible prior to the end of the vesting term is recognized on a straight-line basis over the vesting period.

Cash dividend equivalents are paid to holders of RSUs each quarter. Dividend equivalents paid on RSUs expected to vest are recognized as a reduction in retained earnings.

The fair value of an RSU is determined based on the closing price of Nucor’s common stock on the date of the grant.

A summary of Nucor’s RSU activity for the first six months of 2020 is as follows (shares in thousands):

 

 

 

Shares

 

 

Grant Date

Fair Value

 

Restricted stock units:

 

 

 

 

 

 

 

 

Unvested at beginning of year

 

 

1,776

 

 

$

52.60

 

Granted

 

 

1,246

 

 

$

42.46

 

Vested

 

 

(1,089

)

 

$

50.13

 

Canceled

 

 

(17

)

 

$

51.33

 

Unvested at July 4, 2020

 

 

1,916

 

 

$

47.42

 

 

Compensation expense for RSUs was $26.8 million and $41.3 million in the second quarter of 2020 and 2019, respectively, and $36.8 million and $48.1 million in the first six months of 2020 and 2019, respectively. As of July 4, 2020, unrecognized compensation expense related to unvested RSUs was $75.1 million, which is expected to be recognized over a weighted-average period of 1.7 years.

Restricted Stock Awards

Prior to their expiration effective December 31, 2017, the Nucor Corporation Senior Officers Long-Term Incentive Plan and the Nucor Corporation Senior Officers Annual Incentive Plan authorized the award of shares of common stock to

officers subject to certain conditions and restrictions. Effective January 1, 2018, the Company adopted supplements to the Omnibus Plan with terms that permit the award of shares of common stock to officers subject to the conditions and restrictions described below, which are substantially similar to those of the expired Senior Officers Long-Term Incentive Plan and Senior Officers Annual Incentive Plan. The expired Senior Officers Long-Term Incentive Plan, together with the applicable supplement, is referred to below as the “LTIP, and the expired Senior Officers Annual Incentive Plan, together with the applicable supplement, is referred to below as the “AIP.

The LTIP provides for the award of shares of restricted common stock at the end of each LTIP performance measurement period at no cost to officers if certain financial performance goals are met during the period. One-third of the LTIP restricted stock award vests upon each of the first three anniversaries of the award date or, if earlier, upon the officer’s attainment of age 55 while employed by Nucor. Although participants are entitled to cash dividends and may vote such awarded shares, the sale or transfer of such shares is limited during the restricted period.

The AIP provides for the payment of annual cash incentive awards. An AIP participant may elect, however, to defer payment of up to one-half of an AIP award. In such event, the deferred AIP award is converted into common stock units and credited with a deferral incentive, in the form of additional common stock units, equal to 25% of the number of common stock units attributable to the deferred AIP award. Common stock units attributable to deferred AIP awards are fully vested. Common stock units credited as a deferral incentive vest upon the AIP participant’s attainment of age 55 while employed by Nucor. Vested common stock units are paid to AIP participants in the form of shares of common stock following their termination of employment with Nucor.

A summary of Nucor’s restricted stock activity under the AIP and the LTIP for the first six months of 2020 is as follows (shares in thousands):

 

 

 

 

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

Restricted stock units and restricted stock awards:

 

 

 

 

 

 

 

 

Unvested at beginning of year

 

 

147

 

 

$

60.81

 

Granted

 

 

348

 

 

$

36.15

 

Vested

 

 

(352

)

 

$

40.77

 

Canceled

 

 

-

 

 

$

-

 

Unvested at July 4, 2020

 

 

143

 

 

$

50.04

 

 

Compensation expense for common stock and common stock units awarded under the AIP and the LTIP is recorded over the performance measurement and vesting periods based on the anticipated number and market value of shares of common stock and common stock units to be awarded. Compensation expense for anticipated awards based upon Nucor’s financial performance, exclusive of amounts payable in cash, was $2.8 million and $3.7 million in the second quarter of 2020 and 2019, respectively, and $2.5 million and $9.1 million in the first six months of 2020 and 2019, respectively. As of July 4, 2020, unrecognized compensation expense related to unvested restricted stock awards was $2.0 million, which is expected to be recognized over a weighted-average period of 1.8 years.

v3.20.2
Employee Benefit Plan
6 Months Ended
Jul. 04, 2020
Compensation And Retirement Disclosure [Abstract]  
Employee Benefit Plan

10. Employee Benefit Plan

Nucor makes contributions to a Profit Sharing and Retirement Savings Plan for qualified employees based on the profitability of the Company. Nucor’s expense for these benefits totaled $20.4 million and $52.5 million in the second quarter of 2020 and 2019, respectively, and $32.0 million and $123.7 million in the first six months of 2020 and 2019, respectively. The related liability for these benefits is included in salaries, wages and related accruals in the condensed consolidated balance sheets.

v3.20.2
Interest Expense (Income)
6 Months Ended
Jul. 04, 2020
Banking And Thrift Interest [Abstract]  
Interest Expense (Income)

11. Interest Expense (Income):

The components of net interest expense for the second quarter and first six months of 2020 and 2019 are 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

 

Interest expense

 

$

38,849

 

 

$

41,953

 

 

$

86,445

 

 

$

79,015

 

Interest income

 

 

(3,042

)

 

 

(8,923

)

 

 

(9,728

)

 

 

(17,542

)

Interest expense, net

 

$

35,807

 

 

$

33,030

 

 

$

76,717

 

 

$

61,473

 

 

v3.20.2
Income Taxes
6 Months Ended
Jul. 04, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

12. Income Taxes

The effective tax rate for the second quarter of 2020 was 26.5% as compared to 22.9% for the second quarter of 2019. The increase in the effective tax rate between 2019 and 2020 was primarily due to a $5.3 million unfavorable non-cash, out-of-period adjustment to deferred tax balances during the second quarter of 2020.

Nucor has concluded U.S. federal income tax matters for years through 2014. The tax years 2015 through 2018 remain open to examination by the Internal Revenue Service. The 2015 Canadian income tax returns for Harris Steel Group Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 2013 through 2018 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada and other state and local jurisdictions).

Non-current deferred tax liabilities included in deferred credits and other liabilities in the condensed consolidated balance sheets were $522.5 million at July 4, 2020 ($431.0 million at December 31, 2019).

 

v3.20.2
Stockholders' Equity
6 Months Ended
Jul. 04, 2020
Equity [Abstract]  
Stockholders' Equity

13. Stockholders’ Equity

The following tables reflect the changes in stockholders’ equity attributable to both Nucor and the noncontrolling interests of Nucor’s joint ventures, primarily Nucor-Yamato Steel Company (Limited Partnership) of which Nucor owns 51%, for the three months and six months ended July 4, 2020 and June 29, 2019 (in thousands):

 

 

 

 

 

 

 

Three Months (13 Weeks) Ended July 4, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, April 4, 2020

 

$

10,596,069

 

 

 

380,154

 

 

$

152,061

 

 

$

2,119,370

 

 

$

11,012,690

 

 

$

(367,627

)

 

 

79,019

 

 

$

(2,748,290

)

 

$

10,168,204

 

 

$

427,865

 

Net earnings

 

 

133,153

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

108,881

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

108,881

 

 

 

24,272

 

Other comprehensive income (loss)

 

 

26,791

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

26,791

 

 

 

-

 

 

 

-

 

 

 

26,791

 

 

 

-

 

Stock option expense

 

 

1,864

 

 

 

-

 

 

 

-

 

 

 

1,864

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,864

 

 

 

-

 

Issuance of stock under award

   plans, net of forfeitures

 

 

11,618

 

 

 

-

 

 

 

-

 

 

 

(14,827

)

 

 

-

 

 

 

-

 

 

 

(760

)

 

 

26,445

 

 

 

11,618

 

 

 

-

 

Amortization of unearned

   compensation

 

 

500

 

 

 

-

 

 

 

-

 

 

 

500

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

500

 

 

 

-

 

Cash dividends declared

 

 

(123,038

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(123,038

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(123,038

)

 

 

-

 

Distributions to noncontrolling

   interests

 

 

(23,472

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(23,472

)

BALANCES, July 4, 2020

 

$

10,623,485

 

 

 

380,154

 

 

$

152,061

 

 

$

2,106,907

 

 

$

10,998,533

 

 

$

(340,836

)

 

 

78,259

 

 

$

(2,721,845

)

 

$

10,194,820

 

 

$

428,665

 

 

 

 

 

 

 

 

Six Months (26 Weeks) Ended July 4, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, December 31, 2019

 

$

10,791,176

 

 

 

380,154

 

 

$

152,061

 

 

$

2,107,646

 

 

$

11,115,056

 

 

$

(302,966

)

 

 

78,342

 

 

$

(2,713,931

)

 

$

10,357,866

 

 

$

433,310

 

Net earnings

 

 

187,532

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

129,212

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

129,212

 

 

 

58,320

 

Other comprehensive income (loss)

 

 

(37,870

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(37,870

)

 

 

-

 

 

 

-

 

 

 

(37,870

)

 

 

-

 

Stock option expense

 

 

2,139

 

 

 

-

 

 

 

-

 

 

 

2,139

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,139

 

 

 

-

 

Issuance of stock under award

   plans, net of forfeitures

 

 

27,807

 

 

 

-

 

 

 

-

 

 

 

(3,778

)

 

 

-

 

 

 

-

 

 

 

(908

)

 

 

31,585

 

 

 

27,807

 

 

 

-

 

Amortization of unearned

   compensation

 

 

900

 

 

 

-

 

 

 

-

 

 

 

900

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

900

 

 

 

-

 

Treasury stock acquired

 

 

(39,499

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

825

 

 

 

(39,499

)

 

 

(39,499

)

 

 

-

 

Cash dividends declared

 

 

(245,735

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(245,735

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(245,735

)

 

 

-

 

Distributions to noncontrolling

   interests

 

 

(62,965

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(62,965

)

BALANCES, July 4, 2020

 

$

10,623,485

 

 

 

380,154

 

 

$

152,061

 

 

$

2,106,907

 

 

$

10,998,533

 

 

$

(340,836

)

 

 

78,259

 

 

$

(2,721,845

)

 

$

10,194,820

 

 

$

428,665

 

 

 

 

 

 

 

 

Three Months (13 Weeks) Ended June 29, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, March 30, 2019

 

$

10,502,666

 

 

 

380,154

 

 

$

152,061

 

 

$

2,083,339

 

 

$

10,714,279

 

 

$

(308,787

)

 

 

75,368

 

 

$

(2,526,701

)

 

$

10,114,191

 

 

$

388,475

 

Net earnings

 

 

412,277

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

386,483

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

386,483

 

 

 

25,794

 

Other comprehensive income (loss)

 

 

11,027

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,027

 

 

 

-

 

 

 

-

 

 

 

11,027

 

 

 

-

 

Stock options exercised

 

 

2,756

 

 

 

-

 

 

 

-

 

 

 

575

 

 

 

-

 

 

 

-

 

 

 

(65

)

 

 

2,181

 

 

 

2,756

 

 

 

-

 

Stock option expense

 

 

3,800

 

 

 

-

 

 

 

-

 

 

 

3,800

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,800

 

 

 

-

 

Issuance of stock under award

   plans, net of forfeitures

 

 

29,554

 

 

 

-

 

 

 

-

 

 

 

10,696

 

 

 

-

 

 

 

-

 

 

 

(556

)

 

 

18,858

 

 

 

29,554

 

 

 

-

 

Amortization of unearned

   compensation

 

 

400

 

 

 

-

 

 

 

-

 

 

 

400

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

400

 

 

 

-

 

Treasury stock acquired

 

 

(124,681

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,250

 

 

 

(124,681

)

 

 

(124,681

)

 

 

-

 

Cash dividends declared

 

 

(122,812

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(122,812

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(122,812

)

 

 

-

 

Distributions to noncontrolling

   interests

 

 

(16,978

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(16,978

)

Other

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

-

 

BALANCES, June 29, 2019

 

$

10,698,008

 

 

 

380,154

 

 

$

152,061

 

 

$

2,098,809

 

 

$

10,977,950

 

 

$

(297,760

)

 

 

76,997

 

 

$

(2,630,343

)

 

$

10,300,717

 

 

$

397,291

 

 

 

 

 

 

 

 

Six Months (26 Weeks) Ended June 29, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, December 31, 2018

 

$

10,201,968

 

 

 

380,154

 

 

$

152,061

 

 

$

2,073,715

 

 

$

10,337,445

 

 

$

(304,133

)

 

 

74,562

 

 

$

(2,467,010

)

 

$

9,792,078

 

 

$

409,890

 

Net earnings

 

 

943,070

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

888,289

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

888,289

 

 

 

54,781

 

Other comprehensive income (loss)

 

 

4,487

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,487

 

 

 

-

 

 

 

-

 

 

 

4,487

 

 

 

-

 

Stock options exercised

 

 

5,892

 

 

 

-

 

 

 

-

 

 

 

808

 

 

 

-

 

 

 

-

 

 

 

(153

)

 

 

5,084

 

 

 

5,892

 

 

 

-

 

Stock option expense

 

 

4,112

 

 

 

-

 

 

 

-

 

 

 

4,112

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,112

 

 

 

-

 

Issuance of stock under award

   plans, net of forfeitures

 

 

48,269

 

 

 

-

 

 

 

-

 

 

 

19,175

 

 

 

-

 

 

 

-

 

 

 

(862

)

 

 

29,094

 

 

 

48,269

 

 

 

-

 

Amortization of unearned

   compensation

 

 

1,000

 

 

 

-

 

 

 

-

 

 

 

1,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,000

 

 

 

-

 

Treasury stock acquired

 

 

(197,511

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,450

 

 

 

(197,511

)

 

 

(197,511

)

 

 

-

 

Cash dividends declared

 

 

(245,898

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(245,898

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(245,898

)

 

 

-

 

Distributions to noncontrolling

   interests

 

 

(67,380

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(67,380

)

Other

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

(1,886

)

 

 

1,886

 

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

-

 

BALANCES, June 29, 2019

 

$

10,698,008

 

 

 

380,154

 

 

$

152,061

 

 

$

2,098,809

 

 

$

10,977,950

 

 

$

(297,760

)

 

 

76,997

 

 

$

(2,630,343

)

 

$

10,300,717

 

 

$

397,291

 

 

Dividends declared per share were $0.4025 per share in the second quarter of 2020 ($0.40 per share in the second quarter of 2019) and $0.805 per share in the first six months of 2020 ($0.80 per share in the first six months of 2019).

On September 6, 2018, the Company announced that the Board of Directors had approved a new share repurchase program under which the Company is authorized to repurchase up to $2.00 billion of the Company’s common stock and terminated any previously authorized share repurchase programs. Share repurchases will be made from time to time in the open market at prevailing market prices or through private transactions or block trades. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements and other factors. The share repurchase authorization is discretionary and has no expiration date. As of July 4, 2020, the Company had approximately $1.16 billion remaining available for share repurchases under the program.

 

v3.20.2
Accumulated Other Comprehensive Income (Loss)
6 Months Ended
Jul. 04, 2020
Equity [Abstract]  
Accumulated Other Comprehensive Income (Loss)

14. Accumulated Other Comprehensive Income (Loss)

The following tables reflect the changes in accumulated other comprehensive income (loss) by component for the three months and six months ended July 4, 2020 and June 29, 2019 (in thousands):

 

 

 

Three-Month (13-Week) Period Ended

 

 

 

July 4, 2020

 

 

 

Gains and Losses on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gain (Loss)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive

   income (loss) at April 4, 2020

 

$

(14,200

)

 

$

(361,234

)

 

$

7,807

 

 

$

(367,627

)

Other comprehensive income (loss)

   before reclassifications

 

 

757

 

 

 

23,491

 

 

 

-

 

 

 

24,248

 

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (1)

 

 

2,543

 

 

 

-

 

 

 

-

 

 

 

2,543

 

Net current-period other comprehensive

   income (loss)

 

 

3,300

 

 

 

23,491

 

 

 

-

 

 

 

26,791

 

Accumulated other comprehensive

   income (loss) at July 4, 2020

 

$

(10,900

)

 

$

(337,743

)

 

$

7,807

 

 

$

(340,836

)

 

 

 

Six-Month (26-Week) Period Ended

 

 

 

July 4, 2020

 

 

 

Gains and Losses on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gain (Loss)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive

   income (loss) at December 31, 2019

 

$

(14,000

)

 

$

(296,773

)

 

$

7,807

 

 

$

(302,966

)

Other comprehensive income (loss) before

   reclassifications

 

 

(1,499

)

 

 

(40,970

)

 

 

-

 

 

 

(42,469

)

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (1)

 

 

4,599

 

 

 

-

 

 

 

-

 

 

 

4,599

 

Net current-period other comprehensive income

   (loss)

 

 

3,100

 

 

 

(40,970

)

 

 

-

 

 

 

(37,870

)

Accumulated other comprehensive

   income (loss) at July 4, 2020

 

$

(10,900

)

 

$

(337,743

)

 

$

7,807

 

 

$

(340,836

)

 

(1)   Includes $2,543 and $4,599 of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the second quarter and first six months of 2020, respectively. The tax impacts of those reclassifications were $900 and $1,600 in the second quarter and first six months of 2020, respectively.

 

Included in the $337.7 million foreign currency losses at July 4, 2020 are $191.5 million of losses related to our equity method investment in Duferdofin Nucor and $146.2 million of losses related primarily to our Canadian operations.

 

 

 

 

Three-Month (13-Week) Period Ended

 

 

 

June 29, 2019

 

 

 

Gains and Losses on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gain (Loss)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive

   income (loss) at March 30, 2019

 

$

(6,400

)

 

$

(311,286

)

 

$

8,899

 

 

$

(308,787

)

Other comprehensive income (loss)

   before reclassifications

 

 

(5,217

)

 

 

15,727

 

 

 

-

 

 

 

10,510

 

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (1)

 

 

517

 

 

 

-

 

 

 

-

 

 

 

517

 

Net current-period other comprehensive

   income (loss)

 

 

(4,700

)

 

 

15,727

 

 

 

-

 

 

 

11,027

 

Accumulated other comprehensive

   income (loss) at June 29, 2019

 

$

(11,100

)

 

$

(295,559

)

 

$

8,899

 

 

$

(297,760

)

 

 

 

Six-Month (26-Week) Period Ended

 

 

 

June 29, 2019

 

 

 

Gains and Losses on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gain (Loss)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive

   income (loss) at December 31, 2018

 

$

(6,500

)

 

$

(304,646

)

 

$

7,013

 

 

$

(304,133

)

Other comprehensive income (loss) before

   reclassifications

 

 

(4,486

)

 

 

9,087

 

 

 

-

 

 

 

4,601

 

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (1)

 

 

(114

)

 

 

-

 

 

 

-

 

 

 

(114

)

Net current-period other comprehensive income

   (loss)

 

 

(4,600

)

 

 

9,087

 

 

 

-

 

 

 

4,487

 

Other

 

 

-

 

 

 

-

 

 

 

1,886

 

 

 

1,886

 

Accumulated other comprehensive

   income (loss) at June 29, 2019

 

$

(11,100

)

 

$

(295,559

)

 

$

8,899

 

 

$

(297,760

)

 

(1)   Includes $517 and $(114) of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the second quarter and first six months of 2019, respectively. The tax impacts of those reclassifications were $200 and $0 in the second quarter and first six months of 2019, respectively.

 

v3.20.2
Segments
6 Months Ended
Jul. 04, 2020
Segment Reporting [Abstract]  
Segments

15. Segments

Nucor reports its results in the following segments: steel mills, steel products and raw materials. The steel mills segment includes carbon and alloy steel in sheet, bars, structural and plate; steel trading businesses; rebar distribution businesses; and Nucor’s equity method investments in Duferdofin Nucor, NuMit and Nucor-JFE. The steel products segment includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, precision castings, steel fasteners, metal building systems, steel grating, tubular products businesses, piling products business, and wire and wire mesh. The raw materials segment includes The David J. Joseph Company and its affiliates (“DJJ”), primarily a scrap broker and processor; Nu-Iron Unlimited and Nucor Steel Louisiana LLC (“NSLA”), two facilities that produce direct reduced iron (“DRI”) used by the steel mills; and our natural gas production operations.

Net interest expense on long-term debt, charges and credits associated with changes in allowances to eliminate intercompany profit in inventory, profit sharing expense and stock-based compensation are shown under Corporate/eliminations. Corporate assets primarily include cash and cash equivalents, short-term investments, allowances to eliminate intercompany profit in inventory, deferred income tax assets, federal and state income taxes receivable and investment in and advances to affiliates.

 

 

 

Nucor’s results by segment for the second quarter and first six months 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

 

Net sales to external customers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

2,513,961

 

 

$

3,703,447

 

 

$

6,033,231

 

 

$

7,652,849

 

Steel products

 

 

1,523,168

 

 

 

1,750,183

 

 

 

3,250,022

 

 

 

3,404,705

 

Raw materials

 

 

290,177

 

 

 

442,356

 

 

 

668,390

 

 

 

935,056

 

 

 

$

4,327,306

 

 

$

5,895,986

 

 

$

9,951,643

 

 

$

11,992,610

 

Intercompany sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

663,244

 

 

$

814,548

 

 

$

1,532,336

 

 

$

1,716,771

 

Steel products

 

 

63,205

 

 

 

54,396

 

 

 

146,574

 

 

 

117,201

 

Raw materials

 

 

1,484,982

 

 

 

2,430,487

 

 

 

3,908,787

 

 

 

4,854,356

 

Corporate/eliminations

 

 

(2,211,431

)

 

 

(3,299,431

)

 

 

(5,587,697

)

 

 

(6,688,328

)

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Earnings (loss) before income taxes and

   noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

150,424

 

 

$

578,920

 

 

$

306,930

 

 

$

1,268,318

 

Steel products

 

 

152,874

 

 

 

116,084

 

 

 

315,433

 

 

 

193,517

 

Raw materials

 

 

(1,389

)

 

 

21,709

 

 

 

(9,300

)

 

 

74,932

 

Corporate/eliminations

 

 

(120,852

)

 

 

(182,091

)

 

 

(285,709

)

 

 

(312,529

)

 

 

$

181,057

 

 

$

534,622

 

 

$

327,354

 

 

$

1,224,238

 

 

 

 

July 4, 2020

 

 

Dec. 31, 2019

 

Segment assets:

 

 

 

 

 

 

 

 

Steel mills

 

$

9,011,588

 

 

$

9,283,216

 

Steel products

 

 

4,414,063

 

 

 

4,610,628

 

Raw materials

 

 

3,125,590

 

 

 

3,316,479

 

Corporate/eliminations

 

 

2,214,724

 

 

 

1,134,343

 

 

 

$

18,765,965

 

 

$

18,344,666

 

 

Amounts related to each segment’s earnings (loss) before income taxes and noncontrolling interests for the second quarter and first six months of 2020 that were previously disclosed in our news release attached as Exhibit 99.1 to our Current Report on Form 8-K furnished with the Securities and Exchange Commission on July 23, 2020 have been revised in this Note by immaterial amounts due to a reallocation of Corporate adjustments.

v3.20.2
Revenue
6 Months Ended
Jul. 04, 2020
Revenue From Contract With Customer [Abstract]  
Revenue

16. Revenue

The following tables disaggregate our revenue by major source for the second quarter and first six months of 2020 and 2019 (in thousands):

 

 

 

Three Months (13 Weeks) Ended July 4, 2020

 

 

Six Months (26 Weeks) Ended July 4, 2020

 

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

Sheet

 

$

1,065,004

 

 

$

-

 

 

$

-

 

 

$

1,065,004

 

 

$

2,643,433

 

 

$

-

 

 

$

-

 

 

$

2,643,433

 

Bar

 

 

811,054

 

 

 

-

 

 

 

-

 

 

 

811,054

 

 

 

1,873,720

 

 

 

-

 

 

 

-

 

 

 

1,873,720

 

Structural

 

 

347,258

 

 

 

-

 

 

 

-

 

 

 

347,258

 

 

 

797,757

 

 

 

-

 

 

 

-

 

 

 

797,757

 

Plate

 

 

290,645

 

 

 

-

 

 

 

-

 

 

 

290,645

 

 

 

718,321

 

 

 

-

 

 

 

-

 

 

 

718,321

 

Tubular Products

 

 

-

 

 

 

250,311

 

 

 

-

 

 

 

250,311

 

 

 

-

 

 

 

555,368

 

 

 

-

 

 

 

555,368

 

Rebar Fabrication

 

 

-

 

 

 

413,916

 

 

 

-

 

 

 

413,916

 

 

 

-

 

 

 

837,232

 

 

 

-

 

 

 

837,232

 

Other Steel Products

 

 

-

 

 

 

858,941

 

 

 

-

 

 

 

858,941

 

 

 

-

 

 

 

1,857,422

 

 

 

-

 

 

 

1,857,422

 

Raw Materials

 

 

-

 

 

 

-

 

 

 

290,177

 

 

 

290,177

 

 

 

-

 

 

 

-

 

 

 

668,390

 

 

 

668,390

 

 

 

$

2,513,961

 

 

$

1,523,168

 

 

$

290,177

 

 

$

4,327,306

 

 

$

6,033,231

 

 

$

3,250,022

 

 

$

668,390

 

 

$

9,951,643

 

 

 

 

Three Months (13 Weeks) Ended June 29, 2019

 

 

Six Months (26 Weeks) Ended June 29, 2019

 

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

Sheet

 

$

1,749,840

 

 

$

-

 

 

$

-

 

 

$

1,749,840

 

 

$

3,557,143

 

 

$

-

 

 

$

-

 

 

$

3,557,143

 

Bar

 

 

1,079,077

 

 

 

-

 

 

 

-

 

 

 

1,079,077

 

 

 

2,194,207

 

 

 

-

 

 

 

-

 

 

 

2,194,207

 

Structural

 

 

401,756

 

 

 

-

 

 

 

-

 

 

 

401,756

 

 

 

835,685

 

 

 

-

 

 

 

-

 

 

 

835,685

 

Plate

 

 

472,774

 

 

 

-

 

 

 

-

 

 

 

472,774

 

 

 

1,065,814

 

 

 

-

 

 

 

-

 

 

 

1,065,814

 

Tubular Products

 

 

-

 

 

 

293,321

 

 

 

-

 

 

 

293,321

 

 

 

-

 

 

 

623,192

 

 

 

-

 

 

 

623,192

 

Rebar Fabrication

 

 

-

 

 

 

438,677

 

 

 

-

 

 

 

438,677

 

 

 

-

 

 

 

780,732

 

 

 

-

 

 

 

780,732

 

Other Steel Products

 

 

-

 

 

 

1,018,185

 

 

 

-

 

 

 

1,018,185

 

 

 

-

 

 

 

2,000,781

 

 

 

-

 

 

 

2,000,781

 

Raw Materials

 

 

-

 

 

 

-

 

 

 

442,356

 

 

 

442,356

 

 

 

-

 

 

 

-

 

 

 

935,056

 

 

 

935,056

 

 

 

$

3,703,447

 

 

$

1,750,183

 

 

$

442,356

 

 

$

5,895,986

 

 

$

7,652,849

 

 

$

3,404,705

 

 

$

935,056

 

 

$

11,992,610

 

 

Contract liabilities are primarily related to deferred revenue resulting from cash payments received in advance from customers to protect against credit risk. Contract liabilities totaled $122.2 million as of July 4, 2020 ($108.6 million as of December 31, 2019), and are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

v3.20.2
Earnings Per Share
6 Months Ended
Jul. 04, 2020
Earnings Per Share [Abstract]  
Earnings Per Share

17. Earnings Per Share

The computations of basic and diluted net earnings per share for the second quarter and first six months of 2020 and 2019 are as follows (in thousands, except per share amounts):

 

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 4, 2020

 

 

June 29, 2019

 

 

July 4, 2020

 

 

June 29, 2019

 

Basic net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net earnings

 

$

108,881

 

 

$

386,483

 

 

$

129,212

 

 

$

888,289

 

Earnings allocated to participating securities

 

 

(792

)

 

 

(2,431

)

 

 

(1,423

)

 

 

(4,536

)

Net earnings available to common stockholders

 

$

108,089

 

 

$

384,052

 

 

$

127,789

 

 

$

883,753

 

Basic average shares outstanding

 

 

302,921

 

 

 

305,461

 

 

 

302,915

 

 

 

306,017

 

Basic net earnings per share

 

$

0.36

 

 

$

1.26

 

 

$

0.42

 

 

$

2.89

 

Diluted net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net earnings

 

$

108,881

 

 

$

386,483

 

 

$

129,212

 

 

$

888,289

 

Earnings allocated to participating securities

 

 

(792

)

 

 

(2,430

)

 

 

(1,423

)

 

 

(4,532

)

Net earnings available to common stockholders

 

$

108,089

 

 

$

384,053

 

 

$

127,789

 

 

$

883,757

 

Diluted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic average shares outstanding

 

 

302,921

 

 

 

305,461

 

 

 

302,915

 

 

 

306,017

 

Dilutive effect of stock options and other

 

 

12

 

 

 

491

 

 

 

17

 

 

 

542

 

 

 

 

302,933

 

 

 

305,952

 

 

 

302,932

 

 

 

306,559

 

Diluted net earnings per share

 

$

0.36

 

 

$

1.26

 

 

$

0.42

 

 

$

2.88

 

 

The following stock options were excluded from the computation of diluted net earnings per share for the second quarter and first six months of 2020 and 2019 because their effect would have been anti-dilutive (shares in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 4, 2020

 

 

June 29, 2019

 

 

July 4, 2020

 

 

June 29, 2019

 

Anti-dilutive stock options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares

 

 

3,749

 

 

 

963

 

 

 

3,724

 

 

 

963

 

Weighted-average exercise price

 

$

50.69

 

 

$

60.92

 

 

$

51.04

 

 

$

60.92

 

v3.20.2
Debt
6 Months Ended
Jul. 04, 2020
Debt Disclosure [Abstract]  
Debt


18. Debt

In May 2020, Nucor issued $500.0 million of 2.000% Notes due 2025 and $500.0 million of 2.700% Notes due 2030. Net proceeds of the issuances were $989.4 million. Costs of $8.4 million associated with the issuances have been capitalized and will be amortized over the life of the notes.

v3.20.2
Subsequent Event
6 Months Ended
Jul. 04, 2020
Subsequent Events [Abstract]  
Subsequent Event

19. Subsequent Event

On July 27, 2020, Nucor became an obligor with respect to $162.6 million in 40-year variable-rate Green Bonds to partially fund the capital costs, in particular the expenditures associated with pollution prevention and control including waste recycling, associated with the construction of Nucor’s plate mill located in Brandenburg, Kentucky. The net proceeds from the debt issuance are being held in a trust account pending disbursement for the construction of the facility.

v3.20.2
Goodwill and Other Intangible Assets (Tables)
6 Months Ended
Jul. 04, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Schedule of Change in Net Carrying Amount of Goodwill by Segment

The change in the net carrying amount of goodwill for the six months ended July 4, 2020 by segment was as follows (in thousands):

 

 

 

Steel Mills

 

 

Steel Products

 

 

Raw Materials

 

 

Total

 

Balance at December 31, 2019

 

$

591,986

 

 

$

879,500

 

 

$

729,577

 

 

$

2,201,063

 

Other

 

 

-

 

 

 

(821

)

 

 

-

 

 

 

(821

)

Translation

 

 

-

 

 

 

(10,098

)

 

 

-

 

 

 

(10,098

)

Balance at July 4, 2020

 

$

591,986

 

 

$

868,581

 

 

$

729,577

 

 

$

2,190,144

 

 

Schedule of Intangible Assets

Intangible assets with estimated useful lives of five to 22 years are amortized on a straight-line or accelerated basis and were comprised of the following as of July 4, 2020 and December 31, 2019 (in thousands):

 

 

 

July 4, 2020

 

 

December 31, 2019

 

 

 

Gross Amount

 

 

Accumulated

Amortization

 

 

Gross Amount

 

 

Accumulated

Amortization

 

Customer relationships

 

$

1,411,626

 

 

$

803,415

 

 

$

1,412,954

 

 

$

767,532

 

Trademarks and trade names

 

 

161,926

 

 

 

96,187

 

 

 

162,183

 

 

 

92,258

 

Other

 

 

63,822

 

 

 

39,335

 

 

 

63,807

 

 

 

36,968

 

 

 

$

1,637,374

 

 

$

938,937

 

 

$

1,638,944

 

 

$

896,758

 

 

v3.20.2
Fair Value Measurements (Tables)
6 Months Ended
Jul. 04, 2020
Fair Value Disclosures [Abstract]  
Schedule of Financial Assets and Liabilities Measured at Fair Value The following table summarizes information regarding Nucor’s financial assets and financial liabilities that were measured at fair value as of July 4, 2020 and December 31, 2019 (in thousands).

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

Description

 

Carrying

Amount in

Condensed

Consolidated

Balance

Sheets

 

 

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

As of July 4, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

2,409,727

 

 

$

2,409,727

 

 

$

-

 

 

$

-

 

Short-term investments

 

 

247,473

 

 

 

247,473

 

 

 

-

 

 

 

-

 

Total assets

 

$

2,657,200

 

 

$

2,657,200

 

 

$

-

 

 

$

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(14,344

)

 

$

-

 

 

$

(14,344

)

 

$

-

 

As of December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

1,229,000

 

 

$

1,229,000

 

 

$

-

 

 

$

-

 

Short-term investments

 

 

300,040

 

 

 

300,040

 

 

 

-

 

 

 

-

 

Total assets

 

$

1,529,040

 

 

$

1,529,040

 

 

$

-

 

 

$

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(19,599

)

 

$

-

 

 

$

(19,599

)

 

$

-

 

 

v3.20.2
Stock-Based Compensation (Tables)
6 Months Ended
Jul. 04, 2020
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Summary of Stock Option Plans Activity

A summary of activity under Nucor’s stock option plans for the first six months of 2020 is as follows (shares in thousands):

 

 

 

 

 

 

Weighted-

 

 

Weighted-

 

 

 

 

 

 

 

 

 

 

Average

 

 

Average

 

Aggregate

 

 

 

 

 

 

 

Exercise

 

 

Remaining

 

Intrinsic

 

 

 

Shares

 

 

Price

 

 

Contractual Life

 

Value

 

Number of shares under stock options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at beginning of year

 

 

3,892

 

 

$

50.78

 

 

 

 

 

 

 

Granted

 

 

529

 

 

$

42.46

 

 

 

 

 

 

 

Exercised

 

 

-

 

 

$

-

 

 

 

 

$

-

 

Canceled

 

 

(239

)

 

$

51.58

 

 

 

 

 

 

 

Outstanding at July 4, 2020

 

 

4,182

 

 

$

49.68

 

 

6.2 years

 

$

564

 

Stock options exercisable at July 4, 2020

 

 

3,435

 

 

$

50.36

 

 

5.5 years

 

$

564

 

 

Schedule of Grant Date Fair Value Black-Scholes Options Pricing Model Assumptions

For the 2020 stock option grant, the grant date fair value of $7.56 per share was calculated using the Black-Scholes options pricing model with the following assumptions:

 

Exercise price

 

$

42.46

 

Expected dividend yield

 

 

3.79

%

Expected stock price volatility

 

 

30.12

%

Risk-free interest rate

 

 

0.50

%

Expected life (years)

 

 

6.5

 

Summary of Nucor's RSU Activity

A summary of Nucor’s RSU activity for the first six months of 2020 is as follows (shares in thousands):

 

 

 

Shares

 

 

Grant Date

Fair Value

 

Restricted stock units:

 

 

 

 

 

 

 

 

Unvested at beginning of year

 

 

1,776

 

 

$

52.60

 

Granted

 

 

1,246

 

 

$

42.46

 

Vested

 

 

(1,089

)

 

$

50.13

 

Canceled

 

 

(17

)

 

$

51.33

 

Unvested at July 4, 2020

 

 

1,916

 

 

$

47.42

 

 

Summary of Nucor's Restricted Stock Activity under AIP and LTIP

A summary of Nucor’s restricted stock activity under the AIP and the LTIP for the first six months of 2020 is as follows (shares in thousands):

 

 

 

 

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

Restricted stock units and restricted stock awards:

 

 

 

 

 

 

 

 

Unvested at beginning of year

 

 

147

 

 

$

60.81

 

Granted

 

 

348

 

 

$

36.15

 

Vested

 

 

(352

)

 

$

40.77

 

Canceled

 

 

-

 

 

$

-

 

Unvested at July 4, 2020

 

 

143

 

 

$

50.04

 

 

v3.20.2
Interest Expense (Income) (Tables)
6 Months Ended
Jul. 04, 2020
Banking And Thrift Interest [Abstract]  
Schedule of Components of Net Interest Expense

The components of net interest expense for the second quarter and first six months of 2020 and 2019 are 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

 

Interest expense

 

$

38,849

 

 

$

41,953

 

 

$

86,445

 

 

$

79,015

 

Interest income

 

 

(3,042

)

 

 

(8,923

)

 

 

(9,728

)

 

 

(17,542

)

Interest expense, net

 

$

35,807

 

 

$

33,030

 

 

$

76,717

 

 

$

61,473

 

v3.20.2
Stockholders' Equity (Tables)
6 Months Ended
Jul. 04, 2020
Equity [Abstract]  
Schedule of Changes in Stockholders' Equity

The following tables reflect the changes in stockholders’ equity attributable to both Nucor and the noncontrolling interests of Nucor’s joint ventures, primarily Nucor-Yamato Steel Company (Limited Partnership) of which Nucor owns 51%, for the three months and six months ended July 4, 2020 and June 29, 2019 (in thousands):

 

 

 

 

 

 

 

Three Months (13 Weeks) Ended July 4, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, April 4, 2020

 

$

10,596,069

 

 

 

380,154

 

 

$

152,061

 

 

$

2,119,370

 

 

$

11,012,690

 

 

$

(367,627

)

 

 

79,019

 

 

$

(2,748,290

)

 

$

10,168,204

 

 

$

427,865

 

Net earnings

 

 

133,153

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

108,881

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

108,881

 

 

 

24,272

 

Other comprehensive income (loss)

 

 

26,791

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

26,791

 

 

 

-

 

 

 

-

 

 

 

26,791

 

 

 

-

 

Stock option expense

 

 

1,864

 

 

 

-

 

 

 

-

 

 

 

1,864

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,864

 

 

 

-

 

Issuance of stock under award

   plans, net of forfeitures

 

 

11,618

 

 

 

-

 

 

 

-

 

 

 

(14,827

)

 

 

-

 

 

 

-

 

 

 

(760

)

 

 

26,445

 

 

 

11,618

 

 

 

-

 

Amortization of unearned

   compensation

 

 

500

 

 

 

-

 

 

 

-

 

 

 

500

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

500

 

 

 

-

 

Cash dividends declared

 

 

(123,038

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(123,038

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(123,038

)

 

 

-

 

Distributions to noncontrolling

   interests

 

 

(23,472

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(23,472

)

BALANCES, July 4, 2020

 

$

10,623,485

 

 

 

380,154

 

 

$

152,061

 

 

$

2,106,907

 

 

$

10,998,533

 

 

$

(340,836

)

 

 

78,259

 

 

$

(2,721,845

)

 

$

10,194,820

 

 

$

428,665

 

 

 

 

 

 

 

 

Six Months (26 Weeks) Ended July 4, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, December 31, 2019

 

$

10,791,176

 

 

 

380,154

 

 

$

152,061

 

 

$

2,107,646

 

 

$

11,115,056

 

 

$

(302,966

)

 

 

78,342

 

 

$

(2,713,931

)

 

$

10,357,866

 

 

$

433,310

 

Net earnings

 

 

187,532

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

129,212

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

129,212

 

 

 

58,320

 

Other comprehensive income (loss)

 

 

(37,870

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(37,870

)

 

 

-

 

 

 

-

 

 

 

(37,870

)

 

 

-

 

Stock option expense

 

 

2,139

 

 

 

-

 

 

 

-

 

 

 

2,139

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,139

 

 

 

-

 

Issuance of stock under award

   plans, net of forfeitures

 

 

27,807

 

 

 

-

 

 

 

-

 

 

 

(3,778

)

 

 

-

 

 

 

-

 

 

 

(908

)

 

 

31,585

 

 

 

27,807

 

 

 

-

 

Amortization of unearned

   compensation

 

 

900

 

 

 

-

 

 

 

-

 

 

 

900

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

900

 

 

 

-

 

Treasury stock acquired

 

 

(39,499

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

825

 

 

 

(39,499

)

 

 

(39,499

)

 

 

-

 

Cash dividends declared

 

 

(245,735

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(245,735

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(245,735

)

 

 

-

 

Distributions to noncontrolling

   interests

 

 

(62,965

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(62,965

)

BALANCES, July 4, 2020

 

$

10,623,485

 

 

 

380,154

 

 

$

152,061

 

 

$

2,106,907

 

 

$

10,998,533

 

 

$

(340,836

)

 

 

78,259

 

 

$

(2,721,845

)

 

$

10,194,820

 

 

$

428,665

 

 

 

 

 

 

 

 

Three Months (13 Weeks) Ended June 29, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, March 30, 2019

 

$

10,502,666

 

 

 

380,154

 

 

$

152,061

 

 

$

2,083,339

 

 

$

10,714,279

 

 

$

(308,787

)

 

 

75,368

 

 

$

(2,526,701

)

 

$

10,114,191

 

 

$

388,475

 

Net earnings

 

 

412,277

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

386,483

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

386,483

 

 

 

25,794

 

Other comprehensive income (loss)

 

 

11,027

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,027

 

 

 

-

 

 

 

-

 

 

 

11,027

 

 

 

-

 

Stock options exercised

 

 

2,756

 

 

 

-

 

 

 

-

 

 

 

575

 

 

 

-

 

 

 

-

 

 

 

(65

)

 

 

2,181

 

 

 

2,756

 

 

 

-

 

Stock option expense

 

 

3,800

 

 

 

-

 

 

 

-

 

 

 

3,800

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,800

 

 

 

-

 

Issuance of stock under award

   plans, net of forfeitures

 

 

29,554

 

 

 

-

 

 

 

-

 

 

 

10,696

 

 

 

-

 

 

 

-

 

 

 

(556

)

 

 

18,858

 

 

 

29,554

 

 

 

-

 

Amortization of unearned

   compensation

 

 

400

 

 

 

-

 

 

 

-

 

 

 

400

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

400

 

 

 

-

 

Treasury stock acquired

 

 

(124,681

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,250

 

 

 

(124,681

)

 

 

(124,681

)

 

 

-

 

Cash dividends declared

 

 

(122,812

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(122,812

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(122,812

)

 

 

-

 

Distributions to noncontrolling

   interests

 

 

(16,978

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(16,978

)

Other

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

-

 

BALANCES, June 29, 2019

 

$

10,698,008

 

 

 

380,154

 

 

$

152,061

 

 

$

2,098,809

 

 

$

10,977,950

 

 

$

(297,760

)

 

 

76,997

 

 

$

(2,630,343

)

 

$

10,300,717

 

 

$

397,291

 

 

 

 

 

 

 

 

Six Months (26 Weeks) Ended June 29, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, December 31, 2018

 

$

10,201,968

 

 

 

380,154

 

 

$

152,061

 

 

$

2,073,715

 

 

$

10,337,445

 

 

$

(304,133

)

 

 

74,562

 

 

$

(2,467,010

)

 

$

9,792,078

 

 

$

409,890

 

Net earnings

 

 

943,070

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

888,289

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

888,289

 

 

 

54,781

 

Other comprehensive income (loss)

 

 

4,487

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,487

 

 

 

-

 

 

 

-

 

 

 

4,487

 

 

 

-

 

Stock options exercised

 

 

5,892

 

 

 

-

 

 

 

-

 

 

 

808

 

 

 

-

 

 

 

-

 

 

 

(153

)

 

 

5,084

 

 

 

5,892

 

 

 

-

 

Stock option expense

 

 

4,112

 

 

 

-

 

 

 

-

 

 

 

4,112

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,112

 

 

 

-

 

Issuance of stock under award

   plans, net of forfeitures

 

 

48,269

 

 

 

-

 

 

 

-

 

 

 

19,175

 

 

 

-

 

 

 

-

 

 

 

(862

)

 

 

29,094

 

 

 

48,269

 

 

 

-

 

Amortization of unearned

   compensation

 

 

1,000

 

 

 

-

 

 

 

-

 

 

 

1,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,000

 

 

 

-

 

Treasury stock acquired

 

 

(197,511

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,450

 

 

 

(197,511

)

 

 

(197,511

)

 

 

-

 

Cash dividends declared

 

 

(245,898

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(245,898

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(245,898

)

 

 

-

 

Distributions to noncontrolling

   interests

 

 

(67,380

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(67,380

)

Other

 

 

(1

)

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

(1,886

)

 

 

1,886

 

 

 

-

 

 

 

-

 

 

 

(1

)

 

 

-

 

BALANCES, June 29, 2019

 

$

10,698,008

 

 

 

380,154

 

 

$

152,061

 

 

$

2,098,809

 

 

$

10,977,950

 

 

$

(297,760

)

 

 

76,997

 

 

$

(2,630,343

)

 

$

10,300,717

 

 

$

397,291

 

 

v3.20.2
Accumulated Other Comprehensive Income (Loss) (Tables)
6 Months Ended
Jul. 04, 2020
Equity [Abstract]  
Components of Accumulated Other Comprehensive Income (Loss)

The following tables reflect the changes in accumulated other comprehensive income (loss) by component for the three months and six months ended July 4, 2020 and June 29, 2019 (in thousands):

 

 

 

Three-Month (13-Week) Period Ended

 

 

 

July 4, 2020

 

 

 

Gains and Losses on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gain (Loss)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive

   income (loss) at April 4, 2020

 

$

(14,200

)

 

$

(361,234

)

 

$

7,807

 

 

$

(367,627

)

Other comprehensive income (loss)

   before reclassifications

 

 

757

 

 

 

23,491

 

 

 

-

 

 

 

24,248

 

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (1)

 

 

2,543

 

 

 

-

 

 

 

-

 

 

 

2,543

 

Net current-period other comprehensive

   income (loss)

 

 

3,300

 

 

 

23,491

 

 

 

-

 

 

 

26,791

 

Accumulated other comprehensive

   income (loss) at July 4, 2020

 

$

(10,900

)

 

$

(337,743

)

 

$

7,807

 

 

$

(340,836

)

 

 

 

Six-Month (26-Week) Period Ended

 

 

 

July 4, 2020

 

 

 

Gains and Losses on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gain (Loss)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive

   income (loss) at December 31, 2019

 

$

(14,000

)

 

$

(296,773

)

 

$

7,807

 

 

$

(302,966

)

Other comprehensive income (loss) before

   reclassifications

 

 

(1,499

)

 

 

(40,970

)

 

 

-

 

 

 

(42,469

)

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (1)

 

 

4,599

 

 

 

-

 

 

 

-

 

 

 

4,599

 

Net current-period other comprehensive income

   (loss)

 

 

3,100

 

 

 

(40,970

)

 

 

-

 

 

 

(37,870

)

Accumulated other comprehensive

   income (loss) at July 4, 2020

 

$

(10,900

)

 

$

(337,743

)

 

$

7,807

 

 

$

(340,836

)

 

(1)   Includes $2,543 and $4,599 of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the second quarter and first six months of 2020, respectively. The tax impacts of those reclassifications were $900 and $1,600 in the second quarter and first six months of 2020, respectively.

 

 

 

Three-Month (13-Week) Period Ended

 

 

 

June 29, 2019

 

 

 

Gains and Losses on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gain (Loss)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive

   income (loss) at March 30, 2019

 

$

(6,400

)

 

$

(311,286

)

 

$

8,899

 

 

$

(308,787

)

Other comprehensive income (loss)

   before reclassifications

 

 

(5,217

)

 

 

15,727

 

 

 

-

 

 

 

10,510

 

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (1)

 

 

517

 

 

 

-

 

 

 

-

 

 

 

517

 

Net current-period other comprehensive

   income (loss)

 

 

(4,700

)

 

 

15,727

 

 

 

-

 

 

 

11,027

 

Accumulated other comprehensive

   income (loss) at June 29, 2019

 

$

(11,100

)

 

$

(295,559

)

 

$

8,899

 

 

$

(297,760

)

 

 

 

Six-Month (26-Week) Period Ended

 

 

 

June 29, 2019

 

 

 

Gains and Losses on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gain (Loss)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive

   income (loss) at December 31, 2018

 

$

(6,500

)

 

$

(304,646

)

 

$

7,013

 

 

$

(304,133

)

Other comprehensive income (loss) before

   reclassifications

 

 

(4,486

)

 

 

9,087

 

 

 

-

 

 

 

4,601

 

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (1)

 

 

(114

)

 

 

-

 

 

 

-

 

 

 

(114

)

Net current-period other comprehensive income

   (loss)

 

 

(4,600

)

 

 

9,087

 

 

 

-

 

 

 

4,487

 

Other

 

 

-

 

 

 

-

 

 

 

1,886

 

 

 

1,886

 

Accumulated other comprehensive

   income (loss) at June 29, 2019

 

$

(11,100

)

 

$

(295,559

)

 

$

8,899

 

 

$

(297,760

)

 

(1)   Includes $517 and $(114) of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the second quarter and first six months of 2019, respectively. The tax impacts of those reclassifications were $200 and $0 in the second quarter and first six months of 2019, respectively.

 

v3.20.2
Segments (Tables)
6 Months Ended
Jul. 04, 2020
Segment Reporting [Abstract]  
Segments

Nucor’s results by segment for the second quarter and first six months 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

 

Net sales to external customers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

2,513,961

 

 

$

3,703,447

 

 

$

6,033,231

 

 

$

7,652,849

 

Steel products

 

 

1,523,168

 

 

 

1,750,183

 

 

 

3,250,022

 

 

 

3,404,705

 

Raw materials

 

 

290,177

 

 

 

442,356

 

 

 

668,390

 

 

 

935,056

 

 

 

$

4,327,306

 

 

$

5,895,986

 

 

$

9,951,643

 

 

$

11,992,610

 

Intercompany sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

663,244

 

 

$

814,548

 

 

$

1,532,336

 

 

$

1,716,771

 

Steel products

 

 

63,205

 

 

 

54,396

 

 

 

146,574

 

 

 

117,201

 

Raw materials

 

 

1,484,982

 

 

 

2,430,487

 

 

 

3,908,787

 

 

 

4,854,356

 

Corporate/eliminations

 

 

(2,211,431

)

 

 

(3,299,431

)

 

 

(5,587,697

)

 

 

(6,688,328

)

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Earnings (loss) before income taxes and

   noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

150,424

 

 

$

578,920

 

 

$

306,930

 

 

$

1,268,318

 

Steel products

 

 

152,874

 

 

 

116,084

 

 

 

315,433

 

 

 

193,517

 

Raw materials

 

 

(1,389

)

 

 

21,709

 

 

 

(9,300

)

 

 

74,932

 

Corporate/eliminations

 

 

(120,852

)

 

 

(182,091

)

 

 

(285,709

)

 

 

(312,529

)

 

 

$

181,057

 

 

$

534,622

 

 

$

327,354

 

 

$

1,224,238

 

 

 

 

July 4, 2020

 

 

Dec. 31, 2019

 

Segment assets:

 

 

 

 

 

 

 

 

Steel mills

 

$

9,011,588

 

 

$

9,283,216

 

Steel products

 

 

4,414,063

 

 

 

4,610,628

 

Raw materials

 

 

3,125,590

 

 

 

3,316,479

 

Corporate/eliminations

 

 

2,214,724

 

 

 

1,134,343

 

 

 

$

18,765,965

 

 

$

18,344,666

 

v3.20.2
Revenue (Tables)
6 Months Ended
Jul. 04, 2020
Revenue From Contract With Customer [Abstract]  
Schedule of Net Sales Disaggregates by Major Source

The following tables disaggregate our revenue by major source for the second quarter and first six months of 2020 and 2019 (in thousands):

 

 

 

Three Months (13 Weeks) Ended July 4, 2020

 

 

Six Months (26 Weeks) Ended July 4, 2020

 

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

Sheet

 

$

1,065,004

 

 

$

-

 

 

$

-

 

 

$

1,065,004

 

 

$

2,643,433

 

 

$

-

 

 

$

-

 

 

$

2,643,433

 

Bar

 

 

811,054

 

 

 

-

 

 

 

-

 

 

 

811,054

 

 

 

1,873,720

 

 

 

-

 

 

 

-

 

 

 

1,873,720

 

Structural

 

 

347,258

 

 

 

-

 

 

 

-

 

 

 

347,258

 

 

 

797,757

 

 

 

-

 

 

 

-

 

 

 

797,757

 

Plate

 

 

290,645

 

 

 

-

 

 

 

-

 

 

 

290,645

 

 

 

718,321

 

 

 

-

 

 

 

-

 

 

 

718,321

 

Tubular Products

 

 

-

 

 

 

250,311

 

 

 

-

 

 

 

250,311

 

 

 

-

 

 

 

555,368

 

 

 

-

 

 

 

555,368

 

Rebar Fabrication

 

 

-

 

 

 

413,916

 

 

 

-

 

 

 

413,916

 

 

 

-

 

 

 

837,232

 

 

 

-

 

 

 

837,232

 

Other Steel Products

 

 

-

 

 

 

858,941

 

 

 

-

 

 

 

858,941

 

 

 

-

 

 

 

1,857,422

 

 

 

-

 

 

 

1,857,422

 

Raw Materials

 

 

-

 

 

 

-

 

 

 

290,177

 

 

 

290,177

 

 

 

-

 

 

 

-

 

 

 

668,390

 

 

 

668,390

 

 

 

$

2,513,961

 

 

$

1,523,168

 

 

$

290,177

 

 

$

4,327,306

 

 

$

6,033,231

 

 

$

3,250,022

 

 

$

668,390

 

 

$

9,951,643

 

 

 

 

Three Months (13 Weeks) Ended June 29, 2019

 

 

Six Months (26 Weeks) Ended June 29, 2019

 

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

Sheet

 

$

1,749,840

 

 

$

-

 

 

$

-

 

 

$

1,749,840

 

 

$

3,557,143

 

 

$

-

 

 

$

-

 

 

$

3,557,143

 

Bar

 

 

1,079,077

 

 

 

-

 

 

 

-

 

 

 

1,079,077

 

 

 

2,194,207

 

 

 

-

 

 

 

-

 

 

 

2,194,207

 

Structural

 

 

401,756

 

 

 

-

 

 

 

-

 

 

 

401,756

 

 

 

835,685

 

 

 

-

 

 

 

-

 

 

 

835,685

 

Plate

 

 

472,774

 

 

 

-

 

 

 

-

 

 

 

472,774

 

 

 

1,065,814

 

 

 

-

 

 

 

-

 

 

 

1,065,814

 

Tubular Products

 

 

-

 

 

 

293,321

 

 

 

-

 

 

 

293,321

 

 

 

-

 

 

 

623,192

 

 

 

-

 

 

 

623,192

 

Rebar Fabrication

 

 

-

 

 

 

438,677

 

 

 

-

 

 

 

438,677

 

 

 

-

 

 

 

780,732

 

 

 

-

 

 

 

780,732

 

Other Steel Products

 

 

-

 

 

 

1,018,185

 

 

 

-

 

 

 

1,018,185

 

 

 

-

 

 

 

2,000,781

 

 

 

-

 

 

 

2,000,781

 

Raw Materials

 

 

-

 

 

 

-

 

 

 

442,356

 

 

 

442,356

 

 

 

-

 

 

 

-

 

 

 

935,056

 

 

 

935,056

 

 

 

$

3,703,447

 

 

$

1,750,183

 

 

$

442,356

 

 

$

5,895,986

 

 

$

7,652,849

 

 

$

3,404,705

 

 

$

935,056

 

 

$

11,992,610

 

v3.20.2
Earnings Per Share (Tables)
6 Months Ended
Jul. 04, 2020
Earnings Per Share [Abstract]  
Computations of Basic and Diluted Net Earnings Per Share

The computations of basic and diluted net earnings per share for the second quarter and first six months of 2020 and 2019 are as follows (in thousands, except per share amounts):

 

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 4, 2020

 

 

June 29, 2019

 

 

July 4, 2020

 

 

June 29, 2019

 

Basic net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net earnings

 

$

108,881

 

 

$

386,483

 

 

$

129,212

 

 

$

888,289

 

Earnings allocated to participating securities

 

 

(792

)

 

 

(2,431

)

 

 

(1,423

)

 

 

(4,536

)

Net earnings available to common stockholders

 

$

108,089

 

 

$

384,052

 

 

$

127,789

 

 

$

883,753

 

Basic average shares outstanding

 

 

302,921

 

 

 

305,461

 

 

 

302,915

 

 

 

306,017

 

Basic net earnings per share

 

$

0.36

 

 

$

1.26

 

 

$

0.42

 

 

$

2.89

 

Diluted net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net earnings

 

$

108,881

 

 

$

386,483

 

 

$

129,212

 

 

$

888,289

 

Earnings allocated to participating securities

 

 

(792

)

 

 

(2,430

)

 

 

(1,423

)

 

 

(4,532

)

Net earnings available to common stockholders

 

$

108,089

 

 

$

384,053

 

 

$

127,789

 

 

$

883,757

 

Diluted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic average shares outstanding

 

 

302,921

 

 

 

305,461

 

 

 

302,915

 

 

 

306,017

 

Dilutive effect of stock options and other

 

 

12

 

 

 

491

 

 

 

17

 

 

 

542

 

 

 

 

302,933

 

 

 

305,952

 

 

 

302,932

 

 

 

306,559

 

Diluted net earnings per share

 

$

0.36

 

 

$

1.26

 

 

$

0.42

 

 

$

2.88

 

Anti-dilutive Stock Options

The following stock options were excluded from the computation of diluted net earnings per share for the second quarter and first six months of 2020 and 2019 because their effect would have been anti-dilutive (shares in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 4, 2020

 

 

June 29, 2019

 

 

July 4, 2020

 

 

June 29, 2019

 

Anti-dilutive stock options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares

 

 

3,749

 

 

 

963

 

 

 

3,724

 

 

 

963

 

Weighted-average exercise price

 

$

50.69

 

 

$

60.92

 

 

$

51.04

 

 

$

60.92

 

v3.20.2
Inventories - Additional Information (Detail)
Jul. 04, 2020
Dec. 31, 2019
Inventory Disclosure [Abstract]    
Raw materials and supplies in inventory, percentage 39.00% 42.00%
Finished and semi-finished products in inventory, percentage 61.00% 58.00%
v3.20.2
Property, Plant and Equipment - Additional Information (Detail)
$ in Thousands
3 Months Ended
Dec. 31, 2019
USD ($)
Jul. 04, 2020
USD ($)
a
Property, Plant and Equipment [Line Items]    
Accumulated depreciation $ 9,420,000 $ 9,710,000
Property, plant and equipment, net 6,178,555 6,556,451
Carrying Value of One Field of Wells [Member]    
Property, Plant and Equipment [Line Items]    
Non-cash impairment charge 35,000  
Property, plant and equipment, net 12,300 11,800
Carrying Value of Two Field of Wells [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, net $ 66,600 63,900
Unproved Oil and Natural Gas Properties [Member]    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, net   $ 165,000
Ownership percentage of leasehold interest in unproved oil and natural gas properties   49.00%
Unproved oil and gas properties area | a   54,000
v3.20.2
Goodwill and Other Intangible Assets - Schedule of Change in Net Carrying Amount of Goodwill by Segment (Detail)
$ in Thousands
6 Months Ended
Jul. 04, 2020
USD ($)
Goodwill [Line Items]  
Balance, beginning of period $ 2,201,063
Other (821)
Translation (10,098)
Balance, end of period 2,190,144
Steel Mills [Member]  
Goodwill [Line Items]  
Balance, beginning of period 591,986
Balance, end of period 591,986
Steel Products [Member]  
Goodwill [Line Items]  
Balance, beginning of period 879,500
Other (821)
Translation (10,098)
Balance, end of period 868,581
Raw Materials [Member]  
Goodwill [Line Items]  
Balance, beginning of period 729,577
Balance, end of period $ 729,577
v3.20.2
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended
Jul. 04, 2020
Dec. 31, 2019
Sep. 28, 2019
Jun. 29, 2019
Jul. 04, 2020
Jun. 29, 2019
Finite And Indefinite Lived Intangible Assets [Line Items]            
Impairment of goodwill   $ 0        
Goodwill $ 2,190,144,000 2,201,063,000     $ 2,190,144,000  
Finite-lived intangible assets 698,437,000 $ 742,186,000     698,437,000  
Intangible asset amortization expense 20,700,000     $ 21,200,000 42,200,000 $ 42,700,000
Future amortization expense, in 2020 83,500,000       83,500,000  
Future amortization expense, in 2021 82,300,000       82,300,000  
Future amortization expense, in 2022 80,700,000       80,700,000  
Future amortization expense, in 2023 80,000,000.0       80,000,000.0  
Future amortization expense, in 2024 79,200,000       $ 79,200,000  
Minimum [Member]            
Finite And Indefinite Lived Intangible Assets [Line Items]            
Intangible assets, useful life         5 years  
Maximum [Member]            
Finite And Indefinite Lived Intangible Assets [Line Items]            
Intangible assets, useful life         22 years  
Rebar Fabrication [Member]            
Finite And Indefinite Lived Intangible Assets [Line Items]            
Percentage of fair value exceeded carrying value   56.00%        
Goodwill 347,800,000 $ 356,600,000     $ 347,800,000  
Finite-lived intangible assets 61,300,000 67,200,000     61,300,000  
Grating unit [Member]            
Finite And Indefinite Lived Intangible Assets [Line Items]            
Percentage of fair value exceeded carrying value     17.00%      
Goodwill $ 36,500,000 $ 36,800,000     $ 36,500,000  
v3.20.2
Goodwill and Other Intangible Assets - Schedule of Intangible Assets (Detail) - USD ($)
$ in Thousands
Jul. 04, 2020
Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, Gross Amount $ 1,637,374 $ 1,638,944
Intangible assets, Accumulated Amortization 938,937 896,758
Customer Relationships [Member]    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, Gross Amount 1,411,626 1,412,954
Intangible assets, Accumulated Amortization 803,415 767,532
Trademarks and Trade Names [Member]    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, Gross Amount 161,926 162,183
Intangible assets, Accumulated Amortization 96,187 92,258
Other [Member]    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets, Gross Amount 63,822 63,807
Intangible assets, Accumulated Amortization $ 39,335 $ 36,968
v3.20.2
Equity Investments - Additional Information (Detail)
€ in Millions
3 Months Ended 6 Months Ended 12 Months Ended
Jul. 04, 2020
USD ($)
Apr. 04, 2020
USD ($)
Jun. 29, 2019
USD ($)
Jul. 04, 2020
USD ($)
Sheet
Jun. 29, 2019
USD ($)
Dec. 31, 2019
USD ($)
Jul. 04, 2020
EUR (€)
Dec. 31, 2019
EUR (€)
Jan. 16, 2019
Schedule Of Equity Method Investments [Line Items]                  
Equity method investments $ 521,500,000     $ 521,500,000   $ 793,200,000      
Amortization       42,165,000 $ 42,748,000        
NuMit LLC [Member]                  
Schedule Of Equity Method Investments [Line Items]                  
Equity method investments $ 316,700,000     $ 316,700,000   319,800,000      
Equity method investment, ownership percentage 50.00%     50.00%     50.00%    
Period used for lag basis, in months       1 month          
Distributions from affiliates       $ 2,000,000.0 27,400,000        
Steel Technologies LLC [Member]                  
Schedule Of Equity Method Investments [Line Items]                  
Equity method investment, ownership percentage 100.00%     100.00%     100.00%    
Number of sheet processing facilities operated by Steel Technologies | Sheet       26          
Duferdofin Nucor S.r.l. [Member]                  
Schedule Of Equity Method Investments [Line Items]                  
Equity method investments $ 2,500,000     $ 2,500,000   263,000,000.0      
Equity method investment, ownership percentage 50.00%     50.00%     50.00%    
Period used for lag basis, in months       1 month          
Equity method investments, share of net assets $ 115,900,000     $ 115,900,000          
Equity method investments impairment charges 5,000,000.0 $ 250,000,000.0   255,000,000.0          
Basis difference due to the step-up to fair value of certain assets and liabilities (113,400,000)     (113,400,000)          
Step-up to fair value of equity method investment, portion related to identification of goodwill           86,500,000      
Amortization (1,800,000)   $ 2,300,000 300,000 $ 4,500,000        
Due from related parties, noncurrent 39,400,000     $ 39,400,000   39,300,000 € 35.0 € 35.0  
Interest rate per year in excess of Euribor as of date of the notes       0.75%          
Equity method investments notes payable with parent company, maturity date       Jan. 31, 2022          
Due from related parties 39,400,000     $ 39,400,000     35.0    
Duferdofin Nucor S.r.l. [Member] | Facility A [Member]                  
Schedule Of Equity Method Investments [Line Items]                  
Equity method investments credit facilities subject to guarantee, amount 180,000,000.0     180,000,000.0     160.0    
Total amount outstanding under equity method investments credit facilities $ 165,400,000     $ 165,400,000   164,900,000 € 147.0 € 147.0  
Guarantor obligation percentage of exposure in case of default 50.00%     50.00%     50.00%    
Line of credit facility, maturity period       Apr. 16, 2021          
Nucor-JFE [Member]                  
Schedule Of Equity Method Investments [Line Items]                  
Equity method investments $ 153,600,000     $ 153,600,000   163,200,000      
Equity method investment, ownership percentage 50.00%     50.00%     50.00%   50.00%
Principal amount subject to guarantee for other credit facilities $ 25,000,000.0     $ 25,000,000.0   25,000,000.0      
Nucor-JFE [Member] | General Financing Agreement and Promissory Note [Member]                  
Schedule Of Equity Method Investments [Line Items]                  
Equity method investments credit facilities subject to guarantee, amount 65,000,000.0     65,000,000.0          
Total amount outstanding under equity method investments credit facilities $ 35,000,000.0     $ 35,000,000.0   $ 0      
Guarantor obligation percentage of exposure in case of default 50.00%     50.00%     50.00%    
v3.20.2
Current Liabilities - Additional Information (Detail) - USD ($)
$ in Millions
Jul. 04, 2020
Dec. 31, 2019
Liabilities Current [Abstract]    
Book overdrafts $ 65.7 $ 116.4
Dividends payable, current 123.0 122.9
Accrued vacation and holiday pay $ 119.0 $ 106.2
v3.20.2
Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value (Detail) - USD ($)
$ in Thousands
Jul. 04, 2020
Dec. 31, 2019
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Short-term investments $ 247,473 $ 300,040
Total assets 18,765,965 18,344,666
Reported Value Measurement [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 2,409,727 1,229,000
Short-term investments 247,473 300,040
Total assets 2,657,200 1,529,040
Derivative contracts (14,344) (19,599)
Quoted Prices in Active Markets for Identical Assets (Level 1) [Member] | Fair Value, Measurements, Recurring [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash equivalents 2,409,727 1,229,000
Short-term investments 247,473 300,040
Total assets 2,657,200 1,529,040
Significant Other Observable Inputs (Level 2) [Member] | Fair Value, Measurements, Recurring [Member]    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Derivative contracts $ (14,344) $ (19,599)
v3.20.2
Fair Value Measurements - Additional Information (Detail) - USD ($)
$ in Millions
Jul. 04, 2020
Dec. 31, 2019
Fair Value Disclosures [Abstract]    
Fair value of short-term and long-term debt, including current maturities $ 6,000 $ 4,810
v3.20.2
Contingencies - Additional Information (Detail) - USD ($)
$ in Millions
Jul. 04, 2020
Dec. 31, 2019
Commitments And Contingencies Disclosure [Abstract]    
Accrual for environmental loss contingencies, gross $ 16.3 $ 16.4
Accrued environmental loss contingencies, current 5.9 4.1
Accrued environmental loss contingencies, noncurrent $ 10.4 $ 12.3
v3.20.2
Stock-Based Compensation - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Millions
3 Months Ended 6 Months Ended
Jul. 04, 2020
Jul. 04, 2020
Jun. 29, 2019
Jul. 04, 2020
Jun. 29, 2019
May 08, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock options exercise prices as percentage of the market value on the date of the grant   100.00%        
Grant date fair value of stock options granted       $ 7.56    
Compensation expenses for stock options $ 1.8   $ 3.8 $ 2.1 $ 4.1  
Stock Options [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock options vesting period   3 years        
Stock options term, years   10 years        
Unrecognized compensation expense related to stock $ 3.1 $ 3.1   3.1    
Weighted-average recognition period for unrecognized compensation expense related to stock (years) 2 years 7 months 6 days          
Restricted Stock Units [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Unrecognized compensation expense related to stock $ 75.1 $ 75.1   75.1    
Weighted-average recognition period for unrecognized compensation expense related to stock (years) 1 year 8 months 12 days          
Compensation expense $ 26.8   41.3 $ 36.8 48.1  
Omnibus Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock based compensation, common stock available for grant 7,800,000 7,800,000   7,800,000    
Omnibus Plan [Member] | Maximum [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock based compensation, common stock available for grant           19,000,000.0
Inactive Plans [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Shares reserved for future issuance 1,000,000.0 1,000,000.0   1,000,000.0    
LTIP [Member] | Restricted Stock Units [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Eligible age of officer for restricted stock award       55 years    
AIP [Member] | Restricted Stock Units [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Eligible age of officer for restricted stock award       55 years    
Additional common stock units for election of deferred annual incentive award, percentage       25.00%    
AIP and LTIP [Member] | Restricted Stock Awards and Units [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Unrecognized compensation expense related to stock $ 2.0 $ 2.0   $ 2.0    
Weighted-average recognition period for unrecognized compensation expense related to stock (years) 1 year 9 months 18 days          
Compensation expense $ 2.8   $ 3.7 $ 2.5 $ 9.1  
v3.20.2
Stock-Based Compensation - Schedule of Stock Option Plans Activity (Detail)
$ / shares in Units, shares in Thousands, $ in Thousands
6 Months Ended
Jul. 04, 2020
USD ($)
$ / shares
shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Outstanding at beginning of year, Shares | shares 3,892
Granted, Shares | shares 529
Canceled, Shares | shares (239)
Outstanding at end of year, Shares | shares 4,182
Options exercisable at end of year, Shares | shares 3,435
Outstanding at beginning of year, Weighted - Average Exercise Price | $ / shares $ 50.78
Granted, Weighted - Average Exercise Price | $ / shares 42.46
Canceled, Weighted - Average Exercise Price | $ / shares 51.58
Outstanding at end of period, Weighted - Average Exercise Price | $ / shares 49.68
Options exercisable at end of year, Weighted - Average Exercise Price | $ / shares $ 50.36
Outstanding, Weighted - Average Remaining Contractual Life 6 years 2 months 12 days
Stock options exercisable, Weighted - Average Remaining Contractual Life 5 years 6 months
Outstanding at end of year, Aggregate Intrinsic Value | $ $ 564
Stock options exercisable, Aggregate Intrinsic Value | $ $ 564
v3.20.2
Stock-Based Compensation - Schedule of Grant Date Fair Value Black-Scholes Options Pricing Model Assumptions (Detail)
6 Months Ended
Jul. 04, 2020
$ / shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Exercise price $ 42.46
Expected dividend yield 3.79%
Expected stock price volatility 30.12%
Risk-free interest rate 0.50%
Expected life (years) 6 years 6 months
v3.20.2
Stock-Based Compensation - Summary of Nucor's RSU Activity (Detail) - Restricted Stock Units [Member]
shares in Thousands
6 Months Ended
Jul. 04, 2020
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unvested at beginning of year, Shares | shares 1,776
Granted, Shares | shares 1,246
Vested, Shares | shares (1,089)
Canceled, Shares | shares (17)
Unvested at end of year, Shares | shares 1,916
Unvested at beginning of year, Grant Date Fair Value | $ / shares $ 52.60
Granted, Grant Date Fair Value | $ / shares 42.46
Vested, Grant Date Fair Value | $ / shares 50.13
Canceled, Grant Date Fair Value | $ / shares 51.33
Unvested at end of year, Grant Date Fair Value | $ / shares $ 47.42
v3.20.2
Stock-Based Compensation - Summary of Nucor's Restricted Stock Activity under AIP and LTIP (Detail) - Restricted Stock Units and Restricted Stock Awards [Member]
shares in Thousands
6 Months Ended
Jul. 04, 2020
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Unvested at beginning of year, Shares | shares 147
Granted, Shares | shares 348
Vested, Shares | shares (352)
Unvested at end of year, Shares | shares 143
Unvested at beginning of year, Grant Date Fair Value | $ / shares $ 60.81
Granted, Grant Date Fair Value | $ / shares 36.15
Vested, Grant Date Fair Value | $ / shares 40.77
Unvested at end of year, Grant Date Fair Value | $ / shares $ 50.04
v3.20.2
Employee Benefit Plan - Additional Information (Detail) - USD ($)
$ in Millions
3 Months Ended 6 Months Ended
Jul. 04, 2020
Jun. 29, 2019
Jul. 04, 2020
Jun. 29, 2019
Employee Benefit Plan [Abstract]        
Profit Sharing and Retirement Savings Plan, plan expense $ 20.4 $ 52.5 $ 32.0 $ 123.7
v3.20.2
Interest Expense (Income) - Schedule of Components of Net Interest Expense (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 04, 2020
Jun. 29, 2019
Jul. 04, 2020
Jul. 04, 2020
Jun. 29, 2019
Jun. 29, 2019
Interest Revenue Or Expense Net [Abstract]            
Interest expense $ 38,849 $ 41,953 $ 86,445   $ 79,015  
Interest income (3,042) (8,923) (9,728)   (17,542)  
Interest expense, net $ 35,807 $ 33,030 $ 76,717 $ 76,717 $ 61,473 $ 61,473
v3.20.2
Income Taxes - Additional Information (Detail) - USD ($)
$ in Millions
3 Months Ended
Jul. 04, 2020
Jun. 29, 2019
Dec. 31, 2019
Income Tax Disclosure [Abstract]      
Effective income tax rate 26.50% 22.90%  
Unfavorable non-cash out-of-period adjustment to deferred tax balances $ 5.3    
Non-current deferred tax liabilities included in deferred credits and other liabilities $ 522.5   $ 431.0
v3.20.2
Stockholders' Equity - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended
Jul. 04, 2020
Jun. 29, 2019
Jul. 04, 2020
Jun. 29, 2019
Sep. 06, 2018
Dividends declared per share $ 0.4025 $ 0.40 $ 0.805 $ 0.80  
Common Stock [Member]          
Share repurchase program, available repurchase amount $ 1,160,000,000   $ 1,160,000,000    
Common Stock [Member] | Maximum [Member]          
Stock Repurchase Program, Authorized Amount         $ 2,000,000,000.00
Nucor-Yamato Steel Company [Member]          
Noncontrolling interest, ownership percentage by parent 51.00% 51.00% 51.00% 51.00%  
v3.20.2
Stockholders' Equity - Schedule of Change in Stockholder's Equity (Detail) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jul. 04, 2020
Jun. 29, 2019
Jul. 04, 2020
Jun. 29, 2019
BALANCES, beginning of period $ 10,596,069 $ 10,502,666 $ 10,791,176 $ 10,201,968
Net earnings 133,153 412,277 187,532 943,070
Other comprehensive income (loss) 26,791 11,027 (37,870) 4,487
Stock options exercised   2,756   5,892
Stock option expense 1,864 3,800 2,139 4,112
Issuance of stock under award plans, net of forfeitures 11,618 29,554 27,807 48,269
Amortization of unearned compensation 500 400 900 1,000
Treasury stock value acquired   (124,681) (39,499) (197,511)
Cash dividends declared (123,038) (122,812) (245,735) (245,898)
Distributions to noncontrolling interests (23,472) (16,978) (62,965) (67,380)
Other   (1)   (1)
BALANCES, end of period 10,623,485 10,698,008 10,623,485 10,698,008
Common Stock [Member]        
BALANCES, beginning of period $ 152,061 $ 152,061 $ 152,061 $ 152,061
BALANCES, shares at beginning of period 380,154 380,154 380,154 380,154
BALANCES, end of period $ 152,061 $ 152,061 $ 152,061 $ 152,061
BALANCES, shares at end of period 380,154 380,154 380,154 380,154
Additional Paid-in Capital [Member]        
BALANCES, beginning of period $ 2,119,370 $ 2,083,339 $ 2,107,646 $ 2,073,715
Stock options exercised   575   808
Stock option expense 1,864 3,800 2,139 4,112
Issuance of stock under award plans, net of forfeitures (14,827) 10,696 (3,778) 19,175
Amortization of unearned compensation 500 400 900 1,000
Other   (1)   (1)
BALANCES, end of period 2,106,907 2,098,809 2,106,907 2,098,809
Retained Earnings [Member]        
BALANCES, beginning of period 11,012,690 10,714,279 11,115,056 10,337,445
Net earnings 108,881 386,483 129,212 888,289
Cash dividends declared (123,038) (122,812) (245,735) (245,898)
Other       (1,886)
BALANCES, end of period 10,998,533 10,977,950 10,998,533 10,977,950
Accumulated Other Comprehensive Income (Loss) [Member]        
BALANCES, beginning of period (367,627) (308,787) (302,966) (304,133)
Other comprehensive income (loss) 26,791 11,027 (37,870) 4,487
Other       1,886
BALANCES, end of period (340,836) (297,760) (340,836) (297,760)
Treasury Stock (at cost) [Member]        
BALANCES, beginning of period $ (2,748,290) $ (2,526,701) $ (2,713,931) $ (2,467,010)
BALANCES, shares at beginning of period 79,019 75,368 78,342 74,562
Stock options exercised   $ 2,181   $ 5,084
Stock options exercised (in shares)   (65)   (153)
Issuance of stock under award plans, net of forfeitures $ 26,445 $ 18,858 $ 31,585 $ 29,094
Issuance of stock under award plans, net of forfeitures, shares (760) (556) (908) (862)
Treasury stock value acquired   $ (124,681) $ (39,499) $ (197,511)
Treasury stock acquired (in shares)   2,250 825 3,450
BALANCES, end of period $ (2,721,845) $ (2,630,343) $ (2,721,845) $ (2,630,343)
BALANCES, shares at end of period 78,259 76,997 78,259 76,997
Total Nucor Stockholders' Equity [Member]        
BALANCES, beginning of period $ 10,168,204 $ 10,114,191 $ 10,357,866 $ 9,792,078
Net earnings 108,881 386,483 129,212 888,289
Other comprehensive income (loss) 26,791 11,027 (37,870) 4,487
Stock options exercised   2,756   5,892
Stock option expense 1,864 3,800 2,139 4,112
Issuance of stock under award plans, net of forfeitures 11,618 29,554 27,807 48,269
Amortization of unearned compensation 500 400 900 1,000
Treasury stock value acquired   (124,681) (39,499) (197,511)
Cash dividends declared (123,038) (122,812) (245,735) (245,898)
Other   (1)   (1)
BALANCES, end of period 10,194,820 10,300,717 10,194,820 10,300,717
Noncontrolling Interests [Member]        
BALANCES, beginning of period 427,865 388,475 433,310 409,890
Net earnings 24,272 25,794 58,320 54,781
Distributions to noncontrolling interests (23,472) (16,978) (62,965) (67,380)
BALANCES, end of period $ 428,665 $ 397,291 $ 428,665 $ 397,291
v3.20.2
Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 04, 2020
Jun. 29, 2019
Jul. 04, 2020
Jun. 29, 2019
Accumulated Other Comprehensive Income Loss Net Of Tax [Abstract]        
Beginning Balance, Gains and (Losses) on Hedging Derivatives $ (14,200) $ (6,400) $ (14,000) $ (6,500)
Other comprehensive income (loss) before reclassifications, Gains and (Losses) on Hedging Derivatives 757 (5,217) (1,499) (4,486)
Amounts reclassified from accumulated other comprehensive (loss) income into earnings, Gains and (Losses) on Hedging Derivatives 2,543 [1] 517 [2] 4,599 [1] (114) [2]
Net current-period other comprehensive income (loss), Gains and (Losses) on Hedging Derivatives 3,300 (4,700) 3,100 (4,600)
Ending Balance, Gains and (Losses) on Hedging Derivatives (10,900) (11,100) (10,900) (11,100)
Beginning Balance, Foreign Currency Gains (Loss) (361,234) (311,286) (296,773) (304,646)
Other comprehensive income (loss) before reclassifications, Foreign Currency Gains (Loss) 23,491 15,727 (40,970) 9,087
Net current-period other comprehensive income (loss), Foreign Currency Gains (Loss) 23,491 15,727 (40,970) 9,087
Ending Balance, Foreign Currency Gains (Loss) (337,743) (295,559) (337,743) (295,559)
Beginning Balance, Adjustment to Early Retiree Medical Plan 7,807 8,899 7,807 7,013
Accumulated other comprehensive income loss defined benefit pension and other postretirement plans other net of tax       1,886
Ending Balance, Adjustment to Early Retiree Medical Plan 7,807 8,899 7,807 8,899
Beginning Balance (367,627) (308,787) (302,966) (304,133)
Other comprehensive income (loss) before reclassifications 24,248 10,510 (42,469) 4,601
Amounts reclassified from accumulated other comprehensive income (loss) into earnings 2,543 [1] 517 [2] 4,599 [1] (114) [2]
Net current-period other comprehensive income (loss) 26,791 11,027 (37,870) 4,487
Accumulated other comprehensive income loss other net of tax       1,886
Ending Balance $ (340,836) $ (297,760) $ (340,836) $ (297,760)
[1] Includes $2,543 and $4,599 of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the second quarter and first six months of 2020, respectively. The tax impacts of those reclassifications were $900 and $1,600 in the second quarter and first six months of 2020, respectively.
[2] Includes $517 and $(114) of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the second quarter and first six months of 2019, respectively. The tax impacts of those reclassifications were $200 and $0 in the second quarter and first six months of 2019, respectively.
v3.20.2
Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Parenthetical) (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 04, 2020
Jun. 29, 2019
Jul. 04, 2020
Jun. 29, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Amounts reclassified from accumulated other comprehensive (loss) income into earnings, Gains and (Losses) on Hedging Derivatives $ 2,543 [1] $ 517 [2] $ 4,599 [1] $ (114) [2]
AOCI reclassification impact on tax 900 200 1,600 0
Cost of Products Sold [Member]        
Accumulated Other Comprehensive Income (Loss) [Line Items]        
Amounts reclassified from accumulated other comprehensive (loss) income into earnings, Gains and (Losses) on Hedging Derivatives 2,543 517 4,599 (114)
AOCI reclassification impact on tax $ 900 $ 200 $ 1,600 $ 0
[1] Includes $2,543 and $4,599 of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the second quarter and first six months of 2020, respectively. The tax impacts of those reclassifications were $900 and $1,600 in the second quarter and first six months of 2020, respectively.
[2] Includes $517 and $(114) of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the second quarter and first six months of 2019, respectively. The tax impacts of those reclassifications were $200 and $0 in the second quarter and first six months of 2019, respectively.
v3.20.2
Accumulated Other Comprehensive Income (Loss) - Additional Information (Detail) - USD ($)
$ in Thousands
Jul. 04, 2020
Apr. 04, 2020
Dec. 31, 2019
Jun. 29, 2019
Mar. 30, 2019
Dec. 31, 2018
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Losses related to foreign currency/equity method investment/operations $ (337,743) $ (361,234) $ (296,773) $ (295,559) $ (311,286) $ (304,646)
Canadian Operations [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Losses related to foreign currency/equity method investment/operations (146,200)          
Duferdofin Nucor S.r.l. [Member]            
Accumulated Other Comprehensive Income (Loss) [Line Items]            
Losses related to foreign currency/equity method investment/operations $ (191,500)          
v3.20.2
Segments - Segments (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 04, 2020
Jun. 29, 2019
Jul. 04, 2020
Jun. 29, 2019
Dec. 31, 2019
Segment Reporting Information [Line Items]          
Net sales $ 4,327,306 $ 5,895,986 $ 9,951,643 $ 11,992,610  
Earnings (loss) before income taxes and noncontrolling interests 181,057 534,622 327,354 1,224,238  
Total assets 18,765,965   18,765,965   $ 18,344,666
Operating Segments [Member] | Steel Mills [Member]          
Segment Reporting Information [Line Items]          
Net sales 2,513,961 3,703,447 6,033,231 7,652,849  
Earnings (loss) before income taxes and noncontrolling interests 150,424 578,920 306,930 1,268,318  
Total assets 9,011,588   9,011,588   9,283,216
Operating Segments [Member] | Steel Products [Member]          
Segment Reporting Information [Line Items]          
Net sales 1,523,168 1,750,183 3,250,022 3,404,705  
Earnings (loss) before income taxes and noncontrolling interests 152,874 116,084 315,433 193,517  
Total assets 4,414,063   4,414,063   4,610,628
Operating Segments [Member] | Raw Materials [Member]          
Segment Reporting Information [Line Items]          
Net sales 290,177 442,356 668,390 935,056  
Earnings (loss) before income taxes and noncontrolling interests (1,389) 21,709 (9,300) 74,932  
Total assets 3,125,590   3,125,590   3,316,479
Intercompany Eliminations [Member] | Steel Mills [Member]          
Segment Reporting Information [Line Items]          
Net sales 663,244 814,548 1,532,336 1,716,771  
Intercompany Eliminations [Member] | Steel Products [Member]          
Segment Reporting Information [Line Items]          
Net sales 63,205 54,396 146,574 117,201  
Intercompany Eliminations [Member] | Raw Materials [Member]          
Segment Reporting Information [Line Items]          
Net sales 1,484,982 2,430,487 3,908,787 4,854,356  
Corporate and Eliminations Items [Member]          
Segment Reporting Information [Line Items]          
Net sales (2,211,431) (3,299,431) (5,587,697) (6,688,328)  
Earnings (loss) before income taxes and noncontrolling interests (120,852) $ (182,091) (285,709) $ (312,529)  
Total assets $ 2,214,724   $ 2,214,724   $ 1,134,343
v3.20.2
Revenue - Schedule of Net Sales Disaggregates by Major Source (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jul. 04, 2020
Jun. 29, 2019
Jul. 04, 2020
Jun. 29, 2019
Revenue from Contract with Customers [Line Items]        
Revenues $ 4,327,306 $ 5,895,986 $ 9,951,643 $ 11,992,610
Sheet [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 1,065,004 1,749,840 2,643,433 3,557,143
Bar [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 811,054 1,079,077 1,873,720 2,194,207
Structural [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 347,258 401,756 797,757 835,685
Plate [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 290,645 472,774 718,321 1,065,814
Tubular Products [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 250,311 293,321 555,368 623,192
Rebar Fabrication [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 413,916 438,677 837,232 780,732
Other Steel Products [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 858,941 1,018,185 1,857,422 2,000,781
Raw Materials [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 290,177 442,356 668,390 935,056
Steel Mills [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 2,513,961 3,703,447 6,033,231 7,652,849
Steel Mills [Member] | Sheet [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 1,065,004 1,749,840 2,643,433 3,557,143
Steel Mills [Member] | Bar [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 811,054 1,079,077 1,873,720 2,194,207
Steel Mills [Member] | Structural [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 347,258 401,756 797,757 835,685
Steel Mills [Member] | Plate [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 290,645 472,774 718,321 1,065,814
Steel Products [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 1,523,168 1,750,183 3,250,022 3,404,705
Steel Products [Member] | Tubular Products [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 250,311 293,321 555,368 623,192
Steel Products [Member] | Rebar Fabrication [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 413,916 438,677 837,232 780,732
Steel Products [Member] | Other Steel Products [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 858,941 1,018,185 1,857,422 2,000,781
Raw Materials [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues 290,177 442,356 668,390 935,056
Raw Materials [Member] | Raw Materials [Member]        
Revenue from Contract with Customers [Line Items]        
Revenues $ 290,177 $ 442,356 $ 668,390 $ 935,056
v3.20.2
Revenue - Additional Information (Detail) - USD ($)
$ in Millions
Jul. 04, 2020
Dec. 31, 2019
Revenue From Contract With Customer [Abstract]    
Contract liabilities $ 122.2 $ 108.6
v3.20.2
Earnings Per Share - Computations of Basic and Diluted Net Earnings Per Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jul. 04, 2020
Jun. 29, 2019
Jul. 04, 2020
Jun. 29, 2019
Earnings Per Share [Abstract]        
Basic net earnings $ 108,881 $ 386,483 $ 129,212 $ 888,289
Earnings allocated to participating securities, Basic (792) (2,431) (1,423) (4,536)
Net earnings available to common stockholders, Basic $ 108,089 $ 384,052 $ 127,789 $ 883,753
Basic average shares outstanding 302,921 305,461 302,915 306,017
Basic net earnings per share $ 0.36 $ 1.26 $ 0.42 $ 2.89
Diluted net earnings $ 108,881 $ 386,483 $ 129,212 $ 888,289
Earnings allocated to participating securities, Diluted (792) (2,430) (1,423) (4,532)
Net earnings available to common stockholders, Diluted $ 108,089 $ 384,053 $ 127,789 $ 883,757
Dilutive effect of stock options and other 12 491 17 542
Diluted average shares outstanding 302,933 305,952 302,932 306,559
Diluted net earnings per share $ 0.36 $ 1.26 $ 0.42 $ 2.88
v3.20.2
Earnings Per Share - Anti-dilutive Stock Options (Detail) - $ / shares
shares in Thousands
3 Months Ended 6 Months Ended
Jul. 04, 2020
Jun. 29, 2019
Jul. 04, 2020
Jun. 29, 2019
Earnings Per Share [Abstract]        
Weighted-average shares 3,749 963 3,724 963
Weighted-average exercise price $ 50.69 $ 60.92 $ 51.04 $ 60.92
v3.20.2
Debt - Additional Information (Details)
$ in Millions
1 Months Ended
May 31, 2020
USD ($)
Debt Instrument [Line Items]  
Net proceeds of debt issuances $ 989.4
Debt issuance costs 8.4
Notes, 2.000%, due 2025 [Member]  
Debt Instrument [Line Items]  
Debt instrument face amount $ 500.0
Debt instrument interest rate 2.00%
Debt instrument - maturity year 2025
Notes, 2.700%, due 2030 [Member]  
Debt Instrument [Line Items]  
Debt instrument face amount $ 500.0
Debt instrument interest rate 2.70%
Debt instrument - maturity year 2030
v3.20.2
Subsequent Event - Additional Information (Details) - Subsequent Event [Member] - Variable Rate Green Bonds [Member]
$ in Millions
Jul. 27, 2020
USD ($)
Subsequent Event [Line Items]  
Debt instrument, issuance date Jul. 27, 2020
Issuance of bonds $ 162.6
Debt instrument, term 40 years