Second Quarter 2019

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM10-Q

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

For the quarterly period ended June ~~30, 2018~~29, 2019

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

For the transition period fromto

Commission File Number:1-4119

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware


~~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 ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-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 Rule12b-2 of the Exchange Act.

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 Rule12b-2 of the Exchange Act). Yes ☐ No ☒

~~316,343,488~~303,157,475 shares of the registrant’s common stock were outstanding at June ~~30, 2018.~~29, 2019.

Table of Contents

Nucor Corporation

Quarterly Report on Form10-Q

For the Three Months and Six Months Ended June ~~30, 2018~~29, 2019

~~Table of Contents~~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 June 29, 2019 and June 30, 2018 ~~and July 1, 2017~~			3	1

						Condensed Consolidated Statements of Comprehensive Income - Three Months (13 Weeks) and Six Months (26 Weeks) Ended June 29, 2019 and June 30, 2018 ~~and July 1, 2017~~			4	2

						Condensed Consolidated Balance Sheets - June ~~30, 2018~~29, 2019 and December 31, ~~2017~~2018			5	3

						Condensed Consolidated Statements of Cash Flows - Six Months (26 Weeks) Ended June 29, 2019 and June 30, 2018 ~~and July 1, 2017~~			6	4

						Notes to Condensed Consolidated Financial Statements			7	5

		Item 2		Management’s Discussion and Analysis of Financial Condition and Results of Operations			24	20

		Item 3		Quantitative and Qualitative Disclosures About Market Risk			32	27

		Item 4		Controls and Procedures			33
	28
~~Part II~~		~~Other Information~~
Part II		Other Information
		~~Item 1~~	~~Legal Proceedings~~			33
		Item 1	Legal Proceedings		29
		~~Item 1A~~	~~Risk Factors~~			33
		Item 1A	Risk Factors		29

		Item 2		Unregistered Sales of Equity Securities and Use of Proceeds			33

		~~Item 6~~	~~Exhibits~~29			34

~~Signatures~~				35
		Item 6	Exhibits		30

Signatures					31

Table of Contents

PART I. FINANCIAL INFORMATION

~~Item 1.~~

~~Financial Statements~~

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						Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017			June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
Net sales	$	6,460,774		$	5,174,769		$	12,029,193		$	9,989,948		$	5,895,986		$	6,460,774		$	11,992,610		$	12,029,193

Costs, expenses and other:
Cost of products sold		5,294,184			4,465,144			10,136,197			8,520,073			5,120,492			5,294,184			10,321,224			10,136,197
Marketing, administrative and other expenses		234,381			170,211			417,341			346,637			208,980			234,381			389,719			417,341
Equity in earnings of unconsolidated affiliates		(10,943	)		(13,302	)		(20,523	)		(22,058	)		(1,138	)		(10,943	)		(4,044	)		(20,523	)
Interest expense, net		29,451			44,580			66,565			88,185			33,030			29,451			61,473			66,565
														5,361,364			5,547,073			10,768,372			10,599,580
		5,547,073			4,666,633			10,599,580			8,932,837

Earnings before income taxes and noncontrolling interests		913,701			508,136			1,429,613			1,057,111			534,622			913,701			1,224,238			1,429,613
Provision for income taxes		200,086			166,412			335,886			337,739			122,345			200,086			281,168			335,886

Net earnings		713,615			341,724			1,093,727			719,372			412,277			713,615			943,070			1,093,727
Earnings attributable to noncontrolling interests		30,462			18,676			56,395			39,425			25,794			30,462			54,781			56,395

Net earnings attributable to Nucor stockholders	$	683,153		$	323,048		$	1,037,332		$	679,947		$	386,483		$	683,153		$	888,289		$	1,037,332

Net earnings per share:
Basic	$	2.14		$	1.00		$	3.24		$	2.12		$	1.26		$	2.14		$	2.89		$	3.24
Diluted	$	2.13		$	1.00		$	3.23		$	2.11		$	1.26		$	2.13		$	2.88		$	3.23

Average shares outstanding:
Basic		318,467			320,439			318,941			320,332			305,461			318,467			306,017			318,941
Diluted		319,391			321,226			319,930			321,186			305,952			319,391			306,559			319,930

Dividends declared per share	$	0.3800		$	0.3775		$	0.7600		$	0.7550

See notes to condensed consolidated financial statements.

Table of Contents

Nucor Corporation Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)


	Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended						Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017			June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
Net earnings	$	713,615		$	341,724		$	1,093,727		$	719,372		$	412,277		$	713,615		$	943,070		$	1,093,727

Other comprehensive income:
Net unrealized loss on hedging derivatives, net of income taxes of ($1,100) and $0 for the second quarter of 2018 and 2017, respectively, and ($600) and ($1,000) for the first six months of 2018 and 2017, respectively		(3,647	)		(71	)		(4,399	)		(1,706	)
Reclassification adjustment for loss on settlement of hedging derivatives included in net income, net of income taxes of $100 and $0 for the second quarter of 2018 and 2017, respectively, and $100 and $300 for the first six months of 2018 and 2017, respectively		447			171			399			656
Foreign currency translation gain (loss), net of income taxes of $0 for the second quarter and first six months of 2018 and 2017		(43,466	)		23,957			(37,351	)		25,958

		(46,666	)		24,057			(41,351	)		24,908
Net unrealized loss on hedging derivatives, net of income taxes of $(1,700) and $(1,100) for the second quarter of 2019 and 2018, respectively, and $(1,500) and $(600) for the first six months of 2019 and 2018, respectively														(5,217	)		(3,647	)		(4,486	)		(4,399	)
Reclassification adjustment for settlement of hedging derivatives included in net income, net of income taxes of $200 and $100 for the second quarter of 2019 and 2018, respectively, and $0 and $100 for the first six months of 2019 and 2018, respectively														517			447			(114	)		399
Foreign currency translation gain (loss), net of income taxes of $0 for the second quarter and first six months of 2019 and 2018														15,727			(43,466	)		9,087			(37,351	)
														11,027			(46,666	)		4,487			(41,351	)
Comprehensive income		666,949			365,781			1,052,376			744,280			423,304			666,949			947,557			1,052,376
Comprehensive income attributable to noncontrolling interests		(30,462	)		(18,676	)		(56,395	)		(39,425	)		(25,794	)		(30,462	)		(54,781	)		(56,395	)

Comprehensive income attributable to Nucor stockholders	$	636,487		$	347,105		$	995,981		$	704,855		$	397,510		$	636,487		$	892,776		$	995,981

See notes to condensed consolidated financial statements.

Table of Contents

Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)


	June 30, 2018			December 31, 2017			June 29, 2019			December 31, 2018
ASSETS

Current assets:
Cash and cash equivalents	$	1,486,453		$	949,104		$	1,431,792		$	1,398,886
Short-term investments		—			50,000			50,000			-
Accounts receivable, net		2,637,744			2,028,545			2,399,239			2,505,568
Inventories, net		4,133,472			3,461,686			4,268,799			4,553,500
Other current assets		143,566			335,085			317,369			178,311

Total current assets		8,401,235			6,824,420			8,467,199			8,636,265

Property, plant and equipment, net		5,122,381			5,093,147			5,797,513			5,334,748

Goodwill		2,185,809			2,196,058			2,187,825			2,184,336

Other intangible assets, net		867,905			914,646			786,406			828,504

Other assets		874,362			812,987			887,537			936,735

Total assets	$	17,451,692		$	15,841,258		$	18,126,480		$	17,920,588

LIABILITIES

Current liabilities:
Short-term debt	$	59,168		$	52,833		$	60,087		$	57,870
Long-term debt due within one year		—			500,000
Accounts payable		1,558,020			1,181,346			1,219,792			1,428,191
Salaries, wages and related accruals		507,608			516,660			476,255			709,397
Accrued expenses and other current liabilities		625,533			573,925			624,280			610,842

Total current liabilities		2,750,329			2,824,764			2,380,414			2,806,300

Long-term debt due after one year		4,232,244			3,242,242			4,234,308			4,233,276

Deferred credits and other liabilities		733,695			689,464			813,750			679,044

Total liabilities		7,716,268			6,756,470			7,428,472			7,718,620

EQUITY

Nucor stockholders’ equity:
Nucor stockholders' equity:
Common stock		152,061			151,960			152,061			152,061
Additionalpaid-in capital		2,051,382			2,021,339			2,098,809			2,073,715
Retained earnings		9,257,823			8,463,709			10,977,950			10,337,445
Accumulated other comprehensive loss, net of income taxes		(296,032	)		(254,681	)
Accumulated other comprehensive loss,
net of income taxes								(297,760	)		(304,133	)
Treasury stock		(1,791,827	)		(1,643,291	)		(2,630,343	)		(2,467,010	)

Total Nucor stockholders’ equity		9,373,407			8,739,036

Total Nucor stockholders' equity								10,300,717			9,792,078
Noncontrolling interests		362,017			345,752			397,291			409,890

Total equity		9,735,424			9,084,788			10,698,008			10,201,968

Total liabilities and equity	$	17,451,692		$	15,841,258		$	18,126,480		$	17,920,588

See notes to condensed consolidated financial statements.

Table of Contents

Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Six Months (26 Weeks) Ended						Six Months (26 Weeks) Ended
	June 30, 2018			July 1, 2017			June 29, 2019			June 30, 2018
Operating activities:
Net earnings	$	1,093,727		$	719,372		$	943,070		$	1,093,727
Adjustments:
Depreciation		316,402			318,278			321,979			316,402
Amortization		44,573			45,443			42,748			44,573
Stock-based compensation		51,905			41,159			61,260			51,905
Deferred income taxes		48,181			(4,173	)		57,052			48,181
Distributions from affiliates		27,453			46,877			27,405			27,453
Equity in earnings of unconsolidated affiliates		(20,523	)		(22,058	)		(4,044	)		(20,523	)
Changes in assets and liabilities (exclusive of acquisitions and dispositions):
Accounts receivable		(602,414	)		(396,452	)		112,015			(602,414	)
Inventories		(676,266	)		(781,581	)		281,119			(676,266	)
Accounts payable		367,950			371,158			(248,671	)		367,950
Federal income taxes		208,996			(14,114	)		(122,358	)		208,996
Salaries, wages and related accruals		1,631			(1,897	)		(220,946	)		1,631
Other operating activities		8,977			28,849			(62,774	)		8,977

Cash provided by operating activities		870,592			350,861			1,187,855			870,592

Investing activities:
Capital expenditures		(361,486	)		(189,235	)		(649,947	)		(361,486	)
Investment in and advances to affiliates		(73,427	)		(19,000	)		(11,170	)		(73,427	)
Divestiture of affiliates								67,591			-
Disposition of plant and equipment		17,297			12,509			18,396			17,297
Acquisitions (net of cash acquired)		—			(478,410	)		(9,495	)		-
Purchases of investments		—			(50,000	)
Purchase of investments								(50,000	)		-
Proceeds from the sale of investments		50,000			150,000			-			50,000
Other investing activities		1,378			(990	)		2,176			1,378

Cash used in investing activities		(366,238	)		(575,126	)		(632,449	)		(366,238	)

Financing activities:
Net change in short-term debt		6,334			21,235			2,217			6,334
Proceeds from long-term debt, net of discount		995,710			—			-			995,710
Repayment of long-term debt		(500,000	)		—			-			(500,000	)
Bond issuance related costs		(7,625	)		—			-			(7,625	)
Issuance of common stock		12,280			3,535			5,892			12,280
Payment of tax withholdings on certain stock-based compensation		(19,508	)		(13,185	)		(15,446	)		(19,508	)
Distributions to noncontrolling interests		(40,130	)		(79,420	)		(67,380	)		(40,130	)
Cash dividends		(243,649	)		(242,704	)		(246,474	)		(243,649	)
Acquisition of treasury stock		(170,315	)		—			(197,511	)		(170,315	)
Other financing activities		(3,879	)		(1,101	)		(4,346	)		(3,879	)

Cash provided by (used in) financing activities		29,218			(311,640	)

Cash (used in) provided by financing activities								(523,048	)		29,218
Effect of exchange rate changes on cash		3,777			1,297			548			3,777

Increase (decrease) in cash and cash equivalents		537,349			(534,608	)

Increase in cash and cash equivalents								32,906			537,349
Cash and cash equivalents - beginning of year		949,104			2,045,961			1,398,886			949,104

Cash and cash equivalents - end of six months	$	1,486,453		$	1,511,353		$	1,431,792		$	1,486,453

Non-cash investing activity:
Change in accrued plant and equipment purchases recorded under capital lease arrangements	$	1,776		$	(12,927	)

Change in accrued plant and equipment purchases							$	39,862		$	1,776

See notes to condensed consolidated financial statements.

Table of Contents

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

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, ~~2017~~2018 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 Form10-K for the year ended December 31, ~~2017.~~2018.

~~Reclassifications~~Recently Adopted Accounting Pronouncements– In the first quarter of 2018, the Company began reporting its tubular products and piling businesses as part of the steel products segment. These businesses were previously included in the steel mills segment and were reclassified to the steel products segment as part of a realignment of Nucor’s reportable segments to reflect the way in which they are now viewed by management and how segment performance assessments will be made by the chief operating decision maker beginning in such period. As a result, certain prior period amounts have been reclassified to conform to the current year presentation. These reclassifications did not have an impact on the condensed consolidated financial statements of the Company for the prior periods presented. See Note 15 for more information related to this segment realignment.

~~Recently Adopted Accounting Pronouncements~~ ~~– In the first quarter of 2018, we~~2019, Nucor adopted new ~~accounting~~ guidance related to ~~revenue recognition for all contracts~~lease accounting using the modified retrospective ~~method. The modified retrospective method requires that the cumulative effect of initially applying this new guidance be recorded as an~~approach, which permits companies to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the ~~condensed consolidated~~period of adoption without adjusting the comparative periods prior to adoption. The new lease guidance requires all lessees to recognize on the balance ~~sheet. The adoption of this new accounting guidance did not have an impact on any prior period earnings attributable to Nucor stockholders,~~sheet right-of-use assets and no adjustment was recorded to the opening retained earnings balance as of January 1, 2018. Retrospective adjustment of comparative prior period information is not required when using the modified retrospective adoption method, and no comparative prior periods have been adjustedlease liabilities for the rights and obligations created by lease arrangements with terms greater than 12 months, including operating leases. Expenses are recognized in the statement of earnings in a manner similar to previous accounting guidance.

In addition, we elected the package of practical expedients permitted under the transition guidance within the new ~~guidance.~~

lease standard, which, among other things, allowed us to carry forward the historical lease classification. We also elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements, and the short-term lease exemption policy such that the new lease guidance was applied to leases greater than one year in duration. The adoption of the new ~~revenue~~lease standard did not have a material impact on our consolidated financial statements as it resulted in an increase of 0.5% and 1.2% to our total assets and total liabilities, respectively, on our consolidated balance sheet at January 1, 2019. The new lease standard did not materially impact our consolidated net earnings and had no impact on our cash flows. See Note 4 for further information.

In the first quarter of 2019, we also adopted new accounting guidance ~~did not significantly change~~related to tax effects of the ~~way we recognize revenue. To illustrate this, if we had continued using the previous accounting guidance in effect before~~Tax Cuts and Jobs Act of 2017. As a result of the adoption of the new ~~revenue accounting~~ guidance, our consolidated net sales for the second quarter and first six months of 2018 would have increased approximately $22.7 million, or 0.4%, and $32.9 million, or 0.3%, respectively, and cost of products sold would have increased by the same amounts. There would have been no impact on anywe elected to reclassify stranded tax effects from accumulated other financial statement line items in the condensed consolidated financial statements for the second quarter or first six months of 2018. See Note 16 for disclosures required by the new revenue accounting guidance.

~~In the first quarter of 2018, we adopted new accounting guidance regarding the recognition and measurement of financial assets and financial liabilities. Changes~~comprehensive income to the current accounting guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the Financial Accounting Standards Board clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on~~available-for-sale~~ ~~debt securities. The accounting for other financial instruments, such as loans, investments in debt securities and financial liabilities, is largely unchanged.~~retained earnings, effective January 1, 2019. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

In the first quarter of 2018, we adopted new accounting guidance regarding the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The new guidance addresses specific cash flow presentation issues in order to reduce diversity in existing practice. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

In the first quarter of 2018, we adopted new accounting guidance regarding intra-entity transfers of assets other than inventory. The new guidance requires that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

~~Recently Issued Accounting Pronouncements -~~In February 2016, new accounting guidance was issued regarding the accounting for leases. The new guidance requires all lessees to recognize on the balance sheet right to use assets and lease liabilities for the rights and obligations created by lease arrangements with terms greater than 12 months. The new guidance is effective for the Company for annual and interim reporting periods beginning after December 15, 2018. While the adoption of this new guidance is expected to increase assets and liabilities due to the recognition of lease rights and obligations on the balance sheet effective January 1, 2019, the Company does not expect the adoption of this new guidance to have a significant impact on its statement of earnings, statement of comprehensive income or statement of cash flows.

In February 2018, new accounting guidance was issued regarding the tax effects of the Tax Cuts and Jobs Act (the “Tax Reform Act”). The new guidance allows for a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Reform Act to improve the usefulness of information reported to financial statement users. The new guidance is effective for the Company for annual and interim reporting periods beginning after December 15, 2018. The Company does not expect the adoption of this new guidance to have a material impact on its consolidated financial statements.

INVENTORIES: Inventories consisted of approximately ~~42%~~40% raw materials and supplies and ~~58%~~60% finished and semi-finished products at ~~both~~ June ~~30, 2018~~29, 2019 (43% and 57%, respectively, at December 31, ~~2017.~~2018). 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 ~~$8.89~~$9.46 billion at June ~~30, 2018~~29, 2019 ($~~8.70~~9.19 billion at December 31, ~~2017)~~2018).

~~Given the natural gas pricing environment,~~ Nucor performed an impairment assessment of its proved producing natural gas well assets in ~~December 2017.~~September 2018. One of the main assumptions that most significantly affects the undiscounted cash flows determination is management’s estimate of future pricing of natural gas ~~prices.~~and natural gas liquids. The pricing used in ~~this~~the impairment assessment was developed by management based on projected natural gas market supply and demand ~~dynamics.~~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 drilling production costs. ~~This analysis~~The impairment assessment was performed on each of Nucor’s three groups (“fields”) of wells, with each ~~group~~field defined by common geographic location. ~~Each~~

As a result of ~~Nucor’s three groups~~the impairment assessment, Nucor recorded an impairment charge of $110.0 million relating to two fields of wells ~~passed~~in the ~~impairment test.~~third quarter of 2018. The post-impairment combined carrying value of ~~the three groups of wells~~these two fields was ~~$241.0~~$68.6 million at June ~~30, 2018~~29, 2019 ($~~252.0~~71.0 million at December 31, ~~2017)~~2018). The third field was not impaired and had a carrying value of $49.5 million at June 29, 2019 ($51.8 million at December 31, 2018). Changes in the natural gas industry or a ~~continuation of the~~prolonged low price environment beyond what had already been assumed in the ~~analysis~~assessment could cause management to revise the natural gas and natural gas liquids price assumptions, the estimated reserves or the estimated drilling production costs. Unfavorable revisions to these assumptions or estimates could possibly result in an impairment of some or all of the ~~groups~~fields of proved well assets.

4.	LEASES: We lease certain equipment, office space and land. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more. The exercise of lease renewal options is at our sole discretion and we consider these options in determining the lease term used to establish our right-of-use assets and lease liabilities. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or a purchase option reasonably certain of exercise.

Table of Contents

We determine that a contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In evaluating whether we have the right to control the use of an identified asset, we assess whether or not we have the right to direct the use of the identified asset and to obtain substantially all of the economic benefit from the use of the identified asset.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

Certain of our lease agreements include payments that adjust periodically for consumption of goods provided by the right-of-use asset in excess of contractually determined minimum amounts and for inflation. These variable lease payments are not significant. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Total lease costs included in the condensed consolidated statement of earnings for the second quarter of 2019 were $11.1 million. Finance lease costs were $5.2 million in the second quarter of 2019, with $2.4 million being included in cost of products sold related to amortization of leased assets and $2.8 million being included in interest expense, net related to interest on lease liabilities. Operating lease costs were $5.9 million in the second quarter of 2019, with $5.3 million being included in cost of products sold related to amortization of leased assets and $0.6 million being included in marketing, administrative and other expenses of leased assets.

Total lease costs included in the condensed consolidated statement of earnings for the first six months of 2019 were $22.1 million. Finance lease costs were $10.4 million in the first six months of 2019, with $4.7 million being included in cost of products sold related to amortization of leased assets and $5.7 million being included in interest expense, net related to interest on lease liabilities. Operating lease costs were $11.7 million in the first six months of 2019, with $11.1 million being included in cost of products sold related to amortization of leased assets and $0.6 million being included in marketing, administrative and other expenses of leased assets.

Supplemental cash flow information related to our leases are as follows (in thousands):

	Six Months
	(26 Weeks) Ended
	June 29, 2019
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	11,687
Operating cash flows from finance leases	$	5,663
Financing cash flows from finance leases	$	4,346

Supplemental balance sheet information related to our leases is as follows (in thousands):

		June 29, 2019
Assets:
Operating lease	Property, plant and equipment, net	$	91,084
Finance lease	Property, plant and equipment, net		65,445
Total leased		$	156,529
Liabilities:
Current operating	Accrued expenses and other current liabilities	$	17,761
Current finance	Accrued expenses and other current liabilities		8,140
Non-current operating	Deferred credits and other liabilities		73,714
Non-current finance	Deferred credits and other liabilities		71,249
Total leased		$	170,864

Weighted-average remaining lease term and discount rate for our leases are as follows:

		June 29, 2019
Weighted-average remaining lease term - operating leases		9.3 years
Weighted-average remaining lease term - finance leases		10.7 years
Weighted-average discount rate - operating leases		3.8%
Weighted-average discount rate - finance leases		31.6%

Table of Contents

The reason for the substantial weighted-average discount rate – finance leases, of 31.6%, is due to Nucor’s past accounting for the respective finance leases following the former accounting guidance for capital leases. Pursuant to the former lease accounting guidance, the recognition of a capital lease asset and associated capital lease liability could not exceed the fair market value of the leased asset at the lease commencement. Accordingly, the incremental borrowing rate was adjusted upward so that the present value of the minimum lease payments would equal the fair value of the asset.

Maturities of lease liabilities by fiscal year for our leases are as follows as of June 29, 2019 (in thousands):

	Operating Leases			Finance Leases
Maturities of lease liabilities, year ending December 31,
2019	$	11,337		$	9,493
2020		18,444			18,333
2021		15,836			17,858
2022		14,034			17,064
2023		11,020			15,221
Thereafter		40,924			79,241
Total lease payments	$	111,595		$	157,210
Less imputed interest		(20,120	)		(77,821	)
Present value of lease liabilities	$	91,475		$	79,389

Prior Period Disclosures - As a result of adopting the new lease accounting guidance on January 1, 2019 under the modified retrospective approach, the Company is required to present future minimum lease commitments for capital leases and operating leases having initial or noncancellable lease terms in excess of one year that were previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2018 and accounted for under previous lease guidance.

Total future minimum lease payments related to capital leases at December 31, 2018 were $154.8 million, with the timing of those payments estimated at that date to be made as follows: $17.7 million in 2019; a total of $33.6 million to be paid between 2020 and 2021; a total of $30.0 million to be paid between 2022 and 2023; and $73.4 million to be paid thereafter.

Total future minimum lease payments related to operating leases having initial or noncancellable lease terms in excess of one year at December 31, 2018 were $128.6 million, with the timing of those payments estimated at that date to be made as follows: $31.8 million in 2019; a total of $45.0 million to be paid between 2020 and 2021; a total of $28.4 million to be paid between 2022 and 2023; and $23.5 million to be paid thereafter.

The gross amount of assets recorded under capital leases was $89.4 million as of December 31, 2018, which primarily consisted of buildings and improvements or machinery and equipment.

5.	GOODWILL AND OTHER INTANGIBLE ASSETS: The change in the net carrying amount of goodwill for the six months ended June ~~30, 2018,~~29, 2019 by segment was as follows (in thousands):

												Steel Mills		Steel Products		Raw Materials		Total
	Steel Mills			Steel Products			Raw Materials		Total
Balance at December 31, 2017	$	745,484		$	720,997		$	729,577	$	2,196,058
Balance at December 31, 2018												$	591,986	$	862,773	$	729,577	$	2,184,336
Translation		—			(10,249	)		—		(10,249	)		-		3,489		-		3,489
Reclassifications		(153,498	)		153,498			—		—			-		-		-		-

Balance at June 30, 2018	$	591,986		$	864,246		$	729,577	$	2,185,809

Balance at June 29, 2019												$	591,986	$	866,262	$	729,577	$	2,187,825

Previously, Nucor’s tubular products and piling businesses were reported in the steel mills segment. Beginning in the first quarter of 2018, these businesses were reclassified to the steel products segment to better reflect the way in which they are viewed by management.

Nucor completed its most recent annual goodwill impairment testing during the fourth quarter of ~~2017~~2018 and concluded that as of such time there was no impairment of goodwill for any of its reporting units.

Table of Contents

The assessment performed in 2018 used forward-looking projections and included significant 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 8% in the most recent assessment. The operating results of this reporting unit declined significantly and remained depressed throughout 2018. Nucor expects the operating results of this reporting unit to improve when the price of steel in relation to the reporting unit’s backlog pricing stabilizes. If our assessment of the relevant facts and circumstances changes, or the actual performance of this reporting unit falls short of expected results, noncash impairment charges may be required. Total goodwill associated with the Rebar Fabrication reporting unit was $356.1 million as of June 29, 2019 ($353.0 million as of December 31, 2018). 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 $72.0 million as of June 29, 2019 ($76.7 million as of December 31, 2018). There have been no triggering events requiring an interim assessment for impairment since the most recent annual goodwill impairment testing date.

During the first six months of 2019, the operating results and updated future projections of one of the Company’s reporting units, Grating, decreased from the assumptions used in our most recent impairment assessment. The fair value of this reporting unit exceeded its carrying value by approximately 19% in that assessment. The decline in operating results was determined not to be indicative of a long-term decline representing a triggering event given the amount the fair value of the reporting unit exceeded its carrying amount in the most recent assessment. As of June 29, 2019, total goodwill and finite-lived intangible assets associated with the Grating reporting unit were $36.7 million and $3.5 million, respectively. Management is currently assessing the Grating reporting unit’s business strategy and structure and will continue to monitor the reporting unit for potential triggering events that would require an interim assessment for impairment.

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 June ~~30, 2018~~29, 2019 and December 31, ~~2017~~2018 (in thousands):


	June 30, 2018					December 31, 2017				June 29, 2019				December 31, 2018
	Gross Amount			Accumulated Amortization		Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Customer relationships	$	1,418,437	��	$	677,547	$	1,420,224	$	641,089	$	1,421,296	$	748,899	$	1,418,250	$	713,656
Trademarks and trade names		176,089			82,426		176,471		77,208		177,663		92,836		176,046		87,680
Other		62,806			29,454		62,805		26,557		63,807		34,625		67,820		32,276
										$	1,662,766	$	876,360	$	1,662,116	$	833,612
	$	1,657,332		$	789,427	$	1,659,500	$	744,854

Intangible asset amortization expense in the second quarter of 2019 and 2018 ~~and 2017~~ was ~~$22.1~~$21.2 million and ~~$23.0~~$22.1 million, respectively, and was ~~$44.6~~$42.7 million and ~~$45.4~~$44.6 million in the first six months of ~~2018~~2019 and ~~2017,~~2018, respectively. Annual amortization expense is estimated to be ~~$88.6 million in 2018; $86.7~~$87.1 million in 2019; ~~$84.4~~$84.7 million in 2020; ~~$83.1~~$83.5 million in 2021; ~~and $80.8~~$81.2 million in ~~2022.~~2022; and $80.0 million in 2023.

EQUITY INVESTMENTS: The carrying value of our equity investments in domestic and foreign companies was ~~$808.9~~$821.2 million at June ~~30, 2018~~29, 2019 ($~~750.1~~869.9 million at December 31, ~~2017)~~2018) 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 aone-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 $320.3 million at June ~~30, 2018 was $317.7 million~~29, 2019 ($~~321.4~~337.2 million at December 31, ~~2017)~~2018). Nucor received distributions of ~~$27.5~~$27.4 million and ~~$46.9~~$27.5 million from NuMit during the first six months of 2019 and 2018, ~~and 2017,~~ 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 aone-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 $262.0 million at June ~~30, 2018 was $275.2 million~~29, 2019 ($~~285.9~~269.1 million at December 31, ~~2017)~~2018). Nucor’s 50% share of the total net assets of Duferdofin Nucor was ~~$114.5~~$111.9 million at June ~~30, 2018,~~29, 2019, resulting in a basis difference of ~~$160.7~~$150.1 million due to thestep-up to fair value of certain assets and liabilities attributable to Duferdofin Nucor as well as the identification of goodwill ($~~89.8~~87.6 million) and finite-lived intangible assets. This basis difference, excluding the portion attributable to goodwill, is being amortized based on the remaining estimated useful lives of the various underlying net assets, as appropriate. Amortization expense associated with the fair valuestep-up was $2.3 million ~~and $2.2 million in~~

Table of Contents

during the second ~~quarter~~quarters of ~~2018~~both 2019 and ~~2017,~~2018, respectively, and was ~~$4.8~~$4.5 million and ~~$4.3~~$4.8 million in the first six months of 2019 and 2018, ~~and 2017,~~ respectively.

As of June ~~30, 2018,~~29, 2019, Nucor had outstanding notes receivable of €35.0 million ($~~40.8~~39.8 million) from Duferdofin Nucor (€35.0 million, or ~~$41.9~~$40.2 million, as of December 31, ~~2017)~~2018). The notes receivable bear interest at ~~0.83%~~0.84% and reset annually on September 30 to the 12-month Euro Interbank Offered Rate plus 1% per year. The maturity date of the principal amounts was extended to January 31, 2022 during the first quarter of 2018. As of June ~~30, 2018~~29, 2019 and December 31, ~~2017,~~2018, the notes receivable were classified in other assets in the condensed consolidated balance sheets.

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 ($~~186.4~~181.9 million) at June ~~30, 2018.~~29, 2019. As of June ~~30, 2018,~~29, 2019, there was ~~€140.0~~€154.0 million ($~~163.1~~175.1 million) outstanding under that facility (€~~122.5~~155.0 million, or ~~$146.7~~$178.0 million, as of December 31, ~~2017)~~2018). 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 inNucor-JFE Steel Mexico, S. de R.L. de C.V.(“Nucor-JFE”), a50-50 joint venture with JFE Steel Corporation of Japan, to build and operate a galvanized sheet steel plant in central Mexico.Nucor-JFE plant construction has commenced and operations are expected to begin in the second half of 2019. Nucor accounts for the investment inNucor-JFE (on aone-month lag basis) under the equity method, as control and risk of loss are shared equally between the members. Nucor’s investment inNucor-JFE was $143.4 million at June ~~30, 2018 was $102.7 million~~29, 2019 ($~~71.1~~135.7 million at December 31, ~~2017)~~2018).

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, 2020. Under the Facility, the maximum amount Nucor-JFE could borrow was $65.0 million as of June 29, 2019. The Facility is uncommitted. As of June 29, 2019, there was $65.0 million outstanding under the Facility. 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.

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 last assessed its equity investment in Duferdofin Nucor for impairment during the fourth quarter of 2017 due to the protracted challenging steel market conditions in Europe. After completing its assessment, the Company determined that the estimated fair value exceeded its carrying amount by a sufficient amount and that there was no need to record an impairment charge. The assumptions that most significantly affect the fair value determination include projected ~~revenues~~cash flows and the discount rate. It is reasonably possible that material deviation of future performance from the estimates used in our most recent valuation could result in impairment of our investment in Duferdofin Nucor. We will continue to monitor for potential triggering events that could affect the carrying value of our investment in Duferdofin Nucor as a result of future market conditions and any changes in our business strategy.

CURRENT LIABILITIES: Book overdrafts, included in accounts payable in the condensed consolidated balance sheets, were ~~$163.2~~$181.0 million at June ~~30, 2018~~29, 2019 ($~~139.2~~89.8 million at December 31, ~~2017)~~2018). Dividends payable, included in accrued expenses and other current liabilities in the condensed consolidated balance sheets, were ~~$121.3~~$122.8 million at June ~~30, 2018~~29, 2019 ($~~121.8~~123.4 million at December 31, ~~2017)~~2018).

Table of Contents

FAIR VALUE MEASUREMENTS: The following table summarizes information regarding Nucor’s financial assets and financial liabilities that ~~are~~were measured at fair value as of June ~~30, 2018~~29, 2019 and December 31, ~~2017~~2018 (in thousands). Nucor does not have anynon-financial assets ornon-financial liabilities that are measured at fair value on a recurring basis.


				Fair Value Measurements at Reporting Date Using										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)		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 June 30, 2018
Assets:
Cash equivalents	$	1,178,986		$	1,178,986	$	—		$	—
Derivative contracts		6,455			—		6,455			—

Total assets	$	1,185,441		$	1,178,986	$	6,455		$	—

Liabilities:
Derivative contracts	$	(9,000	)	$	—	$	(9,000	)	$	—

As of December 31, 2017
As of June 29, 2019
Assets:
Cash equivalents	$	594,946		$	594,946	$	—		$	—	$	1,152,174		$	1,152,174	$	-		$	-
Short-term investments		50,000			50,000		—			—		50,000			50,000		-			-
Derivative contracts		479			—		479			—		1,078			-		1,078			-

Total assets	$	645,425		$	644,946	$	479		$	—	$	1,203,252		$	1,202,174	$	1,078		$	-

Liabilities:
Derivative contracts	$	(8,531	)	$	—	$	(8,531	)	$	—	$	(15,152	)	$	-	$	(15,152	)	$	-

As of December 31, 2018
Assets:
Cash equivalents											$	1,084,319		$	1,084,319	$	-		$	-
Derivative contracts												4,772			-		4,772			-
Total assets											$	1,089,091		$	1,084,319	$	4,772		$	-
Liabilities:
Derivative contracts											$	(8,600	)	$	-	$	(8,600	)	$	-

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 are held in similar short-term investment instruments as described in Note 4 to the consolidated financial statements included in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2018. Fair value measurements for Nucor’s derivatives ~~which are typically commodity or foreign exchange contracts,~~ 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 ~~$4.53~~$4.74 billion at June ~~30, 2018~~29, 2019 ($~~4.19~~4.45 billion at December 31, ~~2017)~~2018). The debt fair value estimates are classified under Level 2 because such estimates are based on readily available market prices of our debt at June ~~30, 2018~~29, 2019 and December 31, ~~2017,~~2018, or similar debt with the same maturities, ratings and interest rates.

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 ~~$16.7~~$17.0 million of accrued environmental costs at June ~~30, 2018~~29, 2019 ($~~17.1~~18.4 million at December 31, ~~2017)~~2018), ~~$2.4~~$4.6 million was classified in accrued expenses and other current liabilities ($~~3.8~~7.0 million at December 31, ~~2017)~~2018) and ~~$14.3~~$12.4 million was classified in deferred credits and other liabilities ($~~13.3~~11.4 million at December 31, ~~2017)~~2018). Inherent uncertainties exist in these estimates primarily due to unknown conditions, evolving remediation technology and changing governmental regulations and legal standards.

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.

Table of Contents

10.

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 andnon-employee directors. The Company’s stockholders approved the Omnibus Plan on May 8, 2014. The Omnibus Plan permits the award of stock options, restricted stock units, restricted shares and other stock-based awards for up to 13.0 million shares of the Company’s common stock. As of June ~~30, 2018, 6.0~~29, 2019, 3.6 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 June ~~30, 2018, 2.0~~29, 2019, 1.5 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 andnon-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. ~~New shares are issued upon exercise of stock options.~~

A summary of activity under Nucor’s stock option plans for the first six months of ~~2018~~2019 is as follows (in thousands, except years and per share amounts):

													Weighted-		Weighted-
													Average		Average	Aggregate
													Exercise		Remaining	Intrinsic
	Shares			Weighted - Average Exercise Price		Weighted - Average Remaining Contractual Life		Aggregate Intrinsic Value		Shares			Price		Contractual Life	Value
Number of shares under stock options:
Outstanding at beginning of year		4,106		$	47.96						3,828		$	49.71
Granted		265		$	65.80						489		$	48.00
Exercised		(288	)	$	42.64			$	7,253		(153	)	$	38.56		$	3,058
Canceled		—		$	—						-		$	-

Outstanding at June 30, 2018		4,083		$	49.49		6.8 years	$	53,997

Stock options exercisable at June 30, 2018		2,368		$	45.50		5.6 years	$	40,350

Outstanding at June 29, 2019											4,164		$	49.92	6.1 years	$	27,194
Stock options exercisable at June 29, 2019											2,914		$	47.13	4.9 years	$	24,130

For the ~~2018~~2019 stock option grant, the grant date fair value of ~~$15.07~~$8.69 per share was calculated using the Black-Scholes option-pricing model with the following assumptions:


Exercise price	$	65.80		$	48.00
Expected dividend yield		2.31	%		3.33	%
Expected stock price volatility		25.28	%		25.57	%
Risk-free interest rate		2.85	%		2.03	%
Expected life (years)		6.5			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 ~~$3.6~~$3.8 million and ~~$7.2~~$3.6 million in the second quarter of ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~$4.0~~$4.1 million and ~~$7.5~~$4.0 million in the first six months of ~~2018~~2019 and ~~2017,~~2018, respectively. As of June ~~30, 2018,~~29, 2019, unrecognized compensation expense related to stock options was ~~$2.2~~$1.8 million, which is expected to be recognized over a weighted-average period of ~~2.1~~2.0 years.

Restricted Stock Units–Nucor annually grants restricted stock units (“RSUs”) to key employees, officers andnon-employee directors. The RSUs ~~typically~~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. A~~date, provided that a portion of the RSUs awarded to ~~an officer~~officers prior to 2018 vests 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 anon-employee director are fully vested on the grant date and are payable to thenon-employee director in the form of common stock after the termination of the director’s service on the Board of Directors.

Table of Contents

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.~~ grant. A summary of Nucor’s RSU activity for the first six months of ~~2018~~2019 is as follows (shares in thousands):

						Shares			Grant Date Fair Value
	Shares			Grant Date Fair Value
RSUs:
Restricted stock units:
Unvested at beginning of year		1,071		$	52.62		1,246		$	59.09
Granted		1,013		$	65.80		1,770		$	48.00
Vested		(762	)	$	59.20		(1,131	)	$	52.47
Canceled		(10	)	$	53.50		(17	)	$	60.62

Unvested at June 30, 2018		1,312		$	58.97

Unvested at June 29, 2019							1,868		$	52.58

Compensation expense for RSUs was ~~$32.6~~$41.3 million and ~~$21.1~~$32.6 million in the second quarter of ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~$38.3~~$48.1 million and ~~$26.1~~$38.3 million in the first six months of ~~2018~~2019 and ~~2017,~~2018, respectively. As of June ~~30, 2018,~~29, 2019, unrecognized compensation expense related to unvested RSUs was ~~$62.1~~$81.4 million, which is expected to be recognized over a weighted-average period of ~~2.1~~1.9 years.

Restricted Stock Awards–Prior to their expiration effective December 31, 2017, the NucorCorporation 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 January1, 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,~~“LTIP,”and the expired Senior Officers Annual Incentive Plan, together with the applicable supplement, is referred to below as the ~~“AIP.~~“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 LTIP 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 toone-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 ~~2018~~2019 is as follows (shares in thousands):

									Grant Date
	Shares			Grant Date Fair Value		Shares			Fair Value
RSUs and Restricted stock awards:
Restricted stock units and restricted stock awards:
Unvested at beginning of year		91		$	54.50		130		$	62.97
Granted		256		$	67.68		316		$	58.04
Vested		(212	)	$	64.99		(287	)	$	58.70
Canceled		—			—		-		$	-

Unvested at June 30, 2018		135		$	62.99

Unvested at June 29, 2019							159		$	60.87

Table of Contents

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 ~~$5.3~~$3.7 million and ~~$3.2~~$5.3 million in the second quarter of ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~$9.7~~$9.1 million and ~~$7.5~~$9.7 million in the first six months of ~~2018~~2019 and ~~2017,~~2018, respectively. As of June ~~30, 2018,~~29, 2019, unrecognized compensation expense related to unvested restricted stock awards was ~~$2.4~~$2.6 million, which is expected to be recognized over a weighted-average period of ~~2.0~~1.9 years.

~~10.~~

11.

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 ~~$88.4~~$52.5 million and ~~$48.5~~$88.4 million in the second quarter of ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~$140.1~~$123.7 million and ~~$102.5~~$140.1 million in the first six months of ~~2018~~2019 and ~~2017,~~2018, respectively. The related liability for these benefits is included in salaries, wages and related accruals in the condensed consolidated balance sheets.

~~11.~~

12.

INTEREST EXPENSE (INCOME): The components of net interest expense for the second quarter and first six months of ~~2018~~2019 and ~~2017~~2018 are as follows (in thousands):


	Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended						Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017			June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
Interest expense	$	35,341		$	47,565		$	75,519		$	93,865		$	41,953		$	35,341		$	79,015		$	75,519
Interest income		(5,890	)		(2,985	)		(8,954	)		(5,680	)		(8,923	)		(5,890	)		(17,542	)		(8,954	)

Interest expense, net	$	29,451		$	44,580		$	66,565		$	88,185		$	33,030		$	29,451		$	61,473		$	66,565

~~Interest~~

Included in interest expense ~~for~~in the second quarter and first six months of 2018 ~~decreased compared to~~was the ~~second quarter of 2017 due to a~~ benefit received from ~~entering into and settling~~the settlement of a treasury lock instrument that was entered into in anticipation of the Company’s debt issuance that occurred in the second quarter of 2018. The Company did not elect hedge accounting for this instrument. Interest expense for the first half of 2018 decreased compared to the first half of 2017 due to a decrease in average debt outstanding associated with the repayment of $600.0 million of 5.750% notes due 2017 in the fourth quarter of 2017 and the treasury lock instrument noted above. Interest income for the second quarter and first half of 2018 increased compared to the respective prior year periods due to higher average interest rates on investments.

~~12.~~

13.

INCOME TAXES: The ~~staff~~effective tax rate for the second quarter of 2019 was 22.9% as compared to 21.9% for the ~~Securities~~second quarter of 2018. Included in the second quarter of 2018 were benefits totaling $10.6 million related to state tax credits and Exchange Commission issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the Tax Reform Act. Reflected in our 2017 financial results in accordance with SAB 118 were certain provisional income tax effects of the Tax Reform Act. The Company continues to analyze and assess the impact of the Tax Reform Act.return true-ups.

The effective tax rate for the second quarter of 2018 was 21.9% compared to 32.7% for the second quarter of 2017. The decrease in the effective tax rate for the second quarter of 2018 as compared to the second quarter of 2017 was primarily due to the permanent lowering of the U.S. corporate federal income tax rate from 35% to 21% effective for the years beginning after December 31, 2017 under the Tax Reform Act. This decrease was somewhat offset by increases in the effective tax rate due to the elimination of the domestic manufacturing deduction under the Tax Reform Act.

Nucor has concluded U.S. federal income tax matters for years through ~~2013.~~2014. The tax years ~~2014~~2015 through ~~2016~~2017 remain open to examination by the Internal Revenue Service. The Canada Revenue Agency has ~~substantially~~ concluded its examination of the 2012 and 2013 Canadian returns for Harris Steel Group Inc. and certain related affiliates. The 2015 tax year is currently under examination by the Canada Revenue Agency. The Trinidad and Tobago Inland Revenue Division is examining the Nu-Iron Unlimited 2013 corporate income tax return. The tax years ~~2010~~2012 through ~~2017~~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 assets included in other assets in the condensed consolidated balance sheets were ~~$0.7~~$0.9 million at June ~~30, 2018~~29, 2019 ($~~0.6~~0.7 million at December 31, ~~2017)~~2018).Non-current deferred tax liabilities included in deferred credits and other liabilities in the condensed consolidated balance sheets were ~~$376.6~~$387.9 million at June ~~30, 2018~~29, 2019 ($~~329.3~~332.0 million at December 31, ~~2017)~~2018).

Table of Contents

~~13.~~

14.

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,~~(Limited Partnership), of which Nucor owns 51%, for the three months and six months ended June 29, 2019 and June 30, 2018 ~~and July 1, 2017~~ (in thousands):

   Attributable to
Nucor Corporation    Attributable to
Noncontrolling Interests    Total
Stockholders’ equity at December 31, 2017
   $ 8,739,036    $ 345,752    $ 9,084,788
Total comprehensive income
   995,981    56,395    1,052,376
Stock options
   16,218    —      16,218
Issuance of stock under award plans, net of forfeitures
   34,706    —      34,706
Amortization of unearned compensation
   1,000    —      1,000
Treasury stock acquired
   (170,315 )    —      (170,315 )
Dividends declared
   (243,219 )    —      (243,219 )
Distributions to noncontrolling interests
   —      (40,130 )    (40,130 )






Stockholders’ equity at June 30, 2018
   $ 9,373,407    $ 362,017    $ 9,735,424






   Attributable to
Nucor Corporation    Attributable to
Noncontrolling Interests    Total
Stockholders’ equity at December 31, 2016
   $ 7,879,865    $ 374,843    $ 8,254,708
Total comprehensive income
   704,855    39,425    744,280
Stock options
   11,068    —      11,068
Issuance of stock under award plans, net of forfeitures
   23,593    —      23,593
Amortization of unearned compensation
   700    —      700
Dividends declared
   (243,016 )    —      (243,016 )
Distributions to noncontrolling interests
   —      (79,420 )    (79,420 )






Stockholders’ equity at July 1, 2017
   $ 8,377,065    $ 334,848    $ 8,711,913

				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

				Three Months (13 Weeks) Ended June 30, 2018
													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 31, 2018	$	9,322,919			380,154	$	152,061	$	2,041,297	$	8,696,007		$	(249,366	)		62,056		$	(1,663,972	)	$	8,976,027		$	346,892
Net earnings		713,615			-		-		-		683,153			-			-			-			683,153			30,462
Other comprehensive income (loss)		(46,666	)		-		-		-		-			(46,666	)		-			-			(46,666	)		-
Stock option expense		3,587			-		-		3,587		-			-			-			-			3,587			-
Issuance of stock under award plans, net of forfeitures		19,465			-		-		6,198		-			-			(479	)		13,267			19,465			-
Amortization of unearned compensation		300			-		-		300		-			-			-			-			300			-
Treasury stock acquired		(141,122	)		-		-		-		-			-			2,233			(141,122	)		(141,122	)		-
Cash dividends declared		(121,337	)		-		-		-		(121,337	)		-			-			-			(121,337	)		-
Distributions to noncontrolling interests		(15,337	)		-		-		-		-			-			-			-			-			(15,337	)
Other		-			-		-		1		(1	)		-			-			-			-			-
BALANCES, June 30, 2018	$	9,735,424			380,154	$	152,061	$	2,051,383	$	9,257,822		$	(296,032	)		63,810		$	(1,791,827	)	$	9,373,407		$	362,017

Table of Contents

				Six Months (26 Weeks) Ended June 30, 2018
													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, 2017	$	9,084,788			379,900	$	151,960	$	2,021,339	$	8,463,709		$	(254,681	)		61,931		$	(1,643,291	)	$	8,739,036		$	345,752
Net earnings		1,093,727			-		-		-		1,037,332			-			-			-			1,037,332			56,395
Other comprehensive income (loss)		(41,351	)		-		-		-		-			(41,351	)		-			-			(41,351	)		-
Stock options exercised		12,280			210		84		10,103		-			-			(78	)		2,093			12,280			-
Stock option expense		3,937			-		-		3,937		-			-			-			-			3,937			-
Issuance of stock under award plans, net of forfeitures		34,706			44		17		15,003		-			-			(720	)		19,686			34,706			-
Amortization of unearned compensation		1,000			-		-		1,000		-			-			-			-			1,000			-
Treasury stock acquired		(170,315	)		-		-		-		-			-			2,677			(170,315	)		(170,315	)		-
Cash dividends declared		(243,218	)		-		-		-		(243,218	)		-			-			-			(243,218	)		-
Distributions to noncontrolling interests		(40,130	)		-		-		-		-			-			-			-			-			(40,130	)
Other		-			-		-		1		(1	)		-			-			-			-			-
BALANCES, June 30, 2018	$	9,735,424			380,154	$	152,061	$	2,051,383	$	9,257,822		$	(296,032	)		63,810		$	(1,791,827	)	$	9,373,407		$	362,017

Dividends declared per share were $0.40 per share in the second quarter of 2019 ($0.38 per share in the second quarter of 2018) and $0.80 per share in the first six months of 2019 ($0.76 per share in the first six months of 2018).

In September ~~2015,~~2018, the Company announced that the Board of Directors had approved a share repurchase program under which the Company is authorized to repurchase up to ~~$900.0 million~~$2.0 billion of the Company’s common stock. This $900.0 million share repurchase program has no stated expiration and replaced any previously authorized repurchase programs. As of June 30, 2018, the Company had approximately $567.7 million remaining available for shareShare repurchases ~~under the program. The Company expects any share repurchases to~~will be made ~~through purchases~~ from time to time in the open market at prevailing market prices, through private transactions or block trades. The timing and amount of ~~any~~ 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. The Board of Directors also terminated any previously authorized share repurchase programs. As of June 29, 2019, the Company had approximately $1.3 billion remaining available for share repurchases under the program.

~~14.~~

15.

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS): The following tables reflect the changes in accumulated other comprehensive income (loss) by component for the three- andsix-month periods ended June 29, 2019 and June 30, 2018 ~~and July 1, 2017~~ (in thousands):

Three-Month(13-Week) Period Ended
June 30, 2018

Gains and Losses on
Hedging Derivatives Foreign Currency
Gain (Loss) Adjustment to Early
Retiree Medical Plan Total
Accumulated other comprehensive income (loss) at March 31, 2018
$ (3,600 ) $ (251,398 ) $ 5,632 $ (249,366 )
Other comprehensive income (loss) before reclassifications
(3,647 ) (43,466 ) —   (47,113 )
Amounts reclassified from accumulated other comprehensive income (loss) into earnings⁽¹⁾
447 —   —   447

Net current-period other comprehensive income (loss)
(3,200 ) (43,466 ) —   (46,666 )

Accumulated other comprehensive income (loss) at June 30, 2018
$ (6,800 ) $ (294,864 ) $ 5,632 $ (296,032 )

Six-Month(26-Week) Period Ended
June 30, 2018

Gains and Losses on
Hedging Derivatives Foreign Currency
Gain (Loss) Adjustment to Early
Retiree Medical Plan Total
Accumulated other comprehensive income (loss) at December 31, 2017
$ (2,800 ) $ (257,513 ) $ 5,632 $ (254,681 )
Other comprehensive income (loss) before reclassifications
(4,399 ) (37,351 ) —   (41,750 )
Amounts reclassified from accumulated other comprehensive income (loss) into earnings⁽¹⁾
399 —   —   399

Net current-period other comprehensive income (loss)
(4,000 ) (37,351 ) —   (41,351 )

Accumulated other comprehensive income (loss) at June 30, 2018
$ (6,800 ) $ (294,864 ) $ 5,632 $ (296,032 )

	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	)

Table of Contents

	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⁾

(1)

Includes ~~$447~~$517 and ~~$399~~$(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 ~~2018,~~2019, respectively. The tax impacts of those reclassifications were ~~$100 in both the second quarter~~$200 and ~~first six months of 2018.~~

Three-Month(13-Week) Period Ended
July 1, 2017

Gains and Losses on
Hedging Derivatives Foreign Currency
Gain (Loss) Adjustment to Early
Retiree Medical Plan Total
Accumulated other comprehensive income (loss) at April 1, 2017
$ (400 ) $ (324,169 ) $ 7,577 $ (316,992 )
Other comprehensive income (loss) before reclassifications
(71 ) 23,957 —   23,886
Amounts reclassified from accumulated other comprehensive income (loss) into earnings⁽²⁾
171 —   —   171

Net current-period other comprehensive income (loss)
100 23,957 —   24,057

Accumulated other comprehensive income (loss) at July 1, 2017
$ (300 ) $ (300,212 ) $ 7,577 $ (292,935 )

Six-Month(26-Week) Period Ended
July 1, 2017

Gains and Losses on
Hedging Derivatives Foreign Currency
Gain (Loss) Adjustment to Early
Retiree Medical Plan Total
Accumulated other comprehensive income (loss) at December 31, 2016
$ 750 $ (326,170 ) $ 7,577 $ (317,843 )
Other comprehensive income (loss) before reclassifications
(1,706 ) 25,958 —   24,252
Amounts reclassified from accumulated other comprehensive income (loss) into earnings⁽²⁾
656 —   —   656

Net current-period other comprehensive income (loss)
(1,050 ) 25,958 —   24,908

Accumulated other comprehensive income (loss) at July 1, 2017
$ (300 ) $ (300,212 ) $ 7,577 $ (292,935 )

⁽²⁾

~~Includes $171 and $656 of accumulated other comprehensive income reclassifications into cost of products sold for net losses on commodity contracts~~$0 in the second quarter and first six months of ~~2017, respectively. The tax impacts of those reclassifications were $0 and $300 in the second quarter and first six months of 2017,~~2019, respectively.

	Three-Month (13-Week) Period Ended
	June 30, 2018
	Gains and Losses on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gain (Loss)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at March 31, 2018	$	(3,600	)	$	(251,398	)	$	5,632	$	(249,366	)
Other comprehensive income (loss) before reclassifications		(3,647	)		(43,466	)		-		(47,113	)
Amounts reclassified from accumulated other comprehensive income (loss) into earnings ⁽²⁾		447			-			-		447
Net current-period other comprehensive income (loss)		(3,200	)		(43,466	)		-		(46,666	)
Accumulated other comprehensive income (loss) at June 30, 2018	$	(6,800	)	$	(294,864	)	$	5,632	$	(296,032	)

Table of Contents

	Six-Month (26-Week) Period Ended
	June 30, 2018
	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, 2017	$	(2,800	)	$	(257,513	)	$	5,632	$	(254,681	)
Other comprehensive income (loss) before reclassifications		(4,399	)		(37,351	)		-		(41,750	)
Amounts reclassified from accumulated other comprehensive income (loss) into earnings ⁽²⁾		399			-			-		399
Net current-period other comprehensive income (loss)		(4,000	)		(37,351	)		-		(41,351	)
Accumulated other comprehensive income (loss) at June 30, 2018	$	(6,800	)	$	(294,864	)	$	5,632	$	(296,032	)

(2) Includes $447 and $399 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 2018, respectively. The tax impacts of those reclassifications were $100 in both the second quarter and first six months of 2018.

~~15.~~

16.

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 andNucor-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, primarily a scrap broker and processor;Nu-Iron Unlimited and Nucor Steel Louisiana, two facilities that produce direct reduced iron used by the steel mills; and our natural gas production operations.

Previously, Nucor’s tubular products and piling products businesses were reported in the steel mills segment. Beginning in the first quarter of 2018, these businesses were reclassified to the steel products segment as part of a realignment of Nucor’s reportable segments to reflect the way in which they are now viewed by management and how segment performance assessments will be made by the chief operating decision maker beginning in such period. The segment data for the comparable periods has also been reclassified into the steel products segment in order to conform to the current year presentation. The steel mills, steel products and raw materials segments are consistent with the way Nucor manages its business, which is primarily based upon the similarity of the types of products produced and sold by each segment. Additionally, the composition of assets by segment at December 31, 2017 was reclassified to conform to the current year presentation. This reclassification between segments did not have any impact on the consolidated asset balances.

Net interest expense ~~other income,~~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 investments in and advances to affiliates.

Nucor’s results by segment for the second quarter and first six months of ~~2018~~2019 and ~~2017~~2018 were as follows (in thousands):


	Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended						Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017			June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
Net sales to external customers:
Steel mills	$	4,169,539		$	3,404,064		$	7,750,233		$	6,594,571		$	3,703,447		$	4,169,539		$	7,652,849		$	7,750,233
Steel products		1,738,370			1,366,693			3,207,081			2,579,050			1,750,183			1,738,370			3,404,705			3,207,081
Raw materials		552,865			404,012			1,071,879			816,327			442,356			552,865			935,056			1,071,879
													$	5,895,986		$	6,460,774		$	11,992,610		$	12,029,193
	$	6,460,774		$	5,174,769		$	12,029,193		$	9,989,948

Intercompany sales:
Steel mills	$	1,065,780		$	759,245		$	1,964,106		$	1,417,605		$	814,548		$	1,065,780		$	1,716,771		$	1,964,106
Steel products		50,907			26,664			86,677			56,365			54,396			50,907			117,201			86,677
Raw materials		3,155,268			2,459,352			5,764,212			4,637,991			2,430,487			3,155,268			4,854,356			5,764,212
Corporate/eliminations		(4,271,955	)		(3,245,261	)		(7,814,995	)		(6,111,961	)		(3,299,431	)		(4,271,955	)		(6,688,328	)		(7,814,995	)

	$	—		$	—		$	—		$	—
													$	-		$	-		$	-		$	-
Earnings (loss) before income taxes and noncontrolling interests:
Steel mills	$	961,784		$	579,520		$	1,522,287		$	1,223,703		$	578,920		$	961,784		$	1,268,318		$	1,522,287
Steel products		155,766			83,636			241,580			150,555			116,084			155,766			193,517			241,580
Raw materials		134,995			66,227			209,542			92,618			21,709			134,995			74,932			209,542
Corporate/eliminations		(338,844	)		(221,247	)		(543,796	)		(409,765	)		(182,091	)		(338,844	)		(312,529	)		(543,796	)
													$	534,622		$	913,701		$	1,224,238		$	1,429,613
	$	913,701		$	508,136		$	1,429,613		$	1,057,111


	June 30, 2018			Dec. 31, 2017
Segment assets:
Steel mills	$	8,590,433		$	7,671,217
Steel products		4,672,730			4,323,907
Raw materials		3,573,219			3,396,110
Corporate/eliminations		615,310			450,024

	$	17,451,692		$	15,841,258

~~16.~~

REVENUE: Revenue is recognized when obligations under the terms of a contract with our customers are satisfied; generally, this occurs upon shipment or when control is transferred. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods. In addition, revenue is deferred when cash payments are received or due in advance of performance.

~~The durations~~Table of ~~Nucor’s contracts with customers are generally one year or less. Customer payment terms are generally 30 days.~~

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 $94.3 million as of June 30, 2018 ($72.3 million as of December 31, 2017), and are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. The amount of revenue reclassified from the December 31, 2017 contract liabilities balance during the first six months of 2018 was approximately $57.9 million.Contents

	June 29, 2019		December 31, 2018
Segment assets:
Steel mills	$	9,204,020	$	9,244,086
Steel products		4,770,901		4,734,636
Raw materials		3,259,940		3,492,126
Corporate/eliminations		891,619		449,740
	$	18,126,480	$	17,920,588

~~The following table disaggregates our net sales~~
17.
REVENUE: The following tables disaggregate our revenue by major source for the second quarter and first six months of 2019 and 2018 (in thousands):

	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

	Three Months (13 Weeks) Ended June 30, 2018								Six Months (26 Weeks) Ended June 30, 2018
	Steel Mills		Steel Products		Raw Materials		Total		Steel Mills		Steel Products		Raw Materials		Total
Sheet	$	1,974,427	$	-	$	-	$	1,974,427	$	3,640,647	$	-	$	-	$	3,640,647
Bar		1,258,438		-		-		1,258,438		2,348,585		-		-		2,348,585
Structural		448,557		-		-		448,557		845,254		-		-		845,254
Plate		488,117		-		-		488,117		915,747		-		-		915,747
Tubular Products		-		371,568		-		371,568		-		682,796		-		682,796
Rebar Fabrication		-		390,921		-		390,921		-		720,140		-		720,140
Other Steel Products		-		975,881		-		975,881		-		1,804,145		-		1,804,145
Raw Materials		-		-		552,865		552,865		-		-		1,071,879		1,071,879
	$	4,169,539	$	1,738,370	$	552,865	$	6,460,774	$	7,750,233	$	3,207,081	$	1,071,879	$	12,029,193

Table of Contents

   Three Months (13 Weeks) Ended June 30, 2018    Six Months (26 Weeks) Ended June 30, 2018
   Steel Mills    Steel
Products    Raw
Materials    Total    Steel Mills    Steel
Products    Raw
Materials    Total
Sheet
   $ 1,974,427          $ 1,974,427    $ 3,640,647          $ 3,640,647
Bar
   1,258,438          1,258,438    2,348,585          2,348,585
Structural
   448,557          448,557    845,254          845,254
Plate
   488,117          488,117    915,747          915,747
Tubular Products
      $ 371,568       371,568       $ 682,796       682,796
Rebar Fabrication
      390,921       390,921       720,140       720,140
Other Steel Products
      975,881       975,881       1,804,145       1,804,145
Raw Materials
         $ 552,865    552,865          $ 1,071,879    1,071,879
















   $ 4,169,539    $ 1,738,370    $ 552,865    $ 6,460,774    $ 7,750,233    $ 3,207,081    $ 1,071,879    $ 12,029,193

~~STEEL MILLS SEGMENT~~

~~Sheet~~ – For the majority of sheet products, we transfer control and recognize a sale when we ship the product from the sheet mill to our customer. The amount of consideration we receive and revenue we recognize for spot market sales are based upon prevailing prices at the time of sale. The amount of consideration we receive and revenue we recognize for contract customers are based primarily on pricing formulae that permit price adjustments to reflect changes in the current market-based indices and/or raw material costs near the time of shipment.

The amount of tons sold to contract customers at any given time depends on a variety of factors, including our consideration of current and future market conditions, our strategy to appropriately balance spot and contract tons in a manner to meet our customers’ requirements while considering the expected profitability, our desire to sustain a diversified customer base and~~our end-use customers’~~ ~~perceptions about future market conditions. These contracts are typically one year or less. Steel mills segment contract sales outside of our sheet operations are not significant.~~

~~Bar, Structural and Plate~~ – For the majority of bar, structural and plate products, we transfer control and recognize a sale when we ship the product from the mill to our customer. The significant majority of bar, structural and plate product sales are spot market sales, and the amount of consideration we receive and revenue we recognize for those sales are based upon prevailing prices at the time of sale.

~~STEEL PRODUCTS SEGMENT~~

~~Tubular Products~~– The tubular products businesses transfer control and recognize a sale when the product is shipped from our operating locations to our customers. The significant majority of tubular product sales are spot market sales, and the amount of consideration we receive and revenue we recognize for those sales are based upon prevailing prices at the time of sale.

~~Rebar Fabrication~~ – The majority of revenue for our rebar fabrication businesses relates to revenue from contracts with customers for the supply of fabricated rebar. For the majority of these transactions, we transfer control and recognize a sale when the products are shipped from our operating locations and collection is reasonably assured. Provisions for losses on incomplete contracts are made in the period in which such losses are determined.

Our rebar fabrication businesses also generate a significant amount of revenue from contracts with customers in which they supply fabricated rebar and install it at the customer’s job site. There are two performance obligations for these types of contracts: the supply of the fabricated rebar and the installation of the supplied rebar at the customer’s job site. For the supply of fabricated rebar performance obligation, we transfer control and recognize a sale when the product is delivered to our customer’s job site. The transaction price allocated to this performance obligation is determined at the start of the contract, based on the then current market price for supplied fabricated rebar. For the installation performance obligation, we transfer control and recognize a sale when the delivered material is installed. The transaction price allocated to this performance obligation is determined at the start of the contract, based on the then current market price for the installation of fabricated rebar.

Variable consideration occurring from change orders and price escalations caused by changes in underlying material costs for previously satisfied performance obligations are recognized cumulatively in the period in which management believes that the amount of consideration is changed and collection is reasonably assured. Management reviews these situations on a~~case-by-case~~ ~~basis, and considers a variety of factors, including relevant experience with similar types of performance obligations, our experience with the customer and collectability considerations.~~

~~Other Steel Products~~ – Other steel products include our joist, deck, cold finish, metal building systems, piling and the other remaining businesses that comprise the steel products segment. Generally for these businesses, we transfer control and recognize a sale when we ship the product from our operating locations to our customers. The amount of consideration we receive and revenue we recognize for those sales are agreed upon with the customers before the product is shipped.

~~RAW MATERIALS SEGMENT~~

The majority of the raw materials segment revenue from outside customers is generated by The David J. Joseph Company and its affiliates. We transfer control and recognize a sale based on the terms of the agreement with the customer, which is generally when the product has met the delivery requirements. The amount of consideration we receive and revenue we recognize for those sales is based on the contract with the customer, which generally reflects current market prices at the time the contract is entered into.

~~17.~~

18.

EARNINGS PER SHARE: The computations of basic and diluted net earnings per share for the second quarter and first six months of ~~2018~~2019 and ~~2017~~2018 are as follows (in thousands, except per share amounts):


	Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended						Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017			June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
Basic net earnings per share:
Basic net earnings	$	683,153		$	323,048		$	1,037,332		$	679,947		$	386,483		$	683,153		$	888,289		$	1,037,332
Earnings allocated to participating securities		(2,919	)		(1,138	)		(3,940	)		(2,333	)		(2,431	)		(2,919	)		(4,536	)		(3,940	)

Net earnings available to common stockholders	$	680,234		$	321,910		$	1,033,392		$	677,614		$	384,052		$	680,234		$	883,753		$	1,033,392

Average shares outstanding		318,467			320,439			318,941			320,332			305,461			318,467			306,017			318,941

Basic net earnings per share	$	2.14		$	1.00		$	3.24		$	2.12		$	1.26		$	2.14		$	2.89		$	3.24

Diluted net earnings per share:
Diluted net earnings	$	683,153		$	323,048		$	1,037,332		$	679,947		$	386,483		$	683,153		$	888,289		$	1,037,332
Earnings allocated to participating securities		(2,909	)		(1,136	)		(3,926	)		(2,328	)		(2,430	)		(2,909	)		(4,532	)		(3,926	)

Net earnings available to common stockholders	$	680,244		$	321,912		$	1,033,406		$	677,619		$	384,053		$	680,244		$	883,757		$	1,033,406

Diluted average shares outstanding:
Basic shares outstanding		318,467			320,439			318,941			320,332			305,461			318,467			306,017			318,941
Dilutive effect of stock options and other		924			787			989			854			491			924			542			989
														305,952			319,391			306,559			319,930
		319,391			321,226			319,930			321,186

Diluted net earnings per share	$	2.13		$	1.00		$	3.23		$	2.11		$	1.26		$	2.13		$	2.88		$	3.23

The following stock options were excluded from the computation of diluted net earnings per share for the second quarter and first six months of ~~2018~~2019 and ~~2017~~2018 because their effect would have been anti-dilutive ~~(in thousands, except per share amounts)~~(shares in thousands):


	Three Months (13 Weeks) Ended				Six Months (26 Weeks) Ended				Three Months (13 Weeks) Ended				Six Months (26 Weeks) Ended
	June 30, 2018		July 1, 2017		June 30, 2018		July 1, 2017		June 29, 2019		June 30, 2018		June 29, 2019		June 30, 2018
Anti-dilutive stock options:
Weighted-average shares		265		698		133		349		963		265		963		133

Weighted-average exercise price	$	65.80	$	59.07	$	65.80	$	59.07	$	60.92	$	65.80	$	60.92	$	65.80

2319

Table of Contents

~~Item 2.~~

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

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

Certain statements made in this ~~quarterly report~~Quarterly Report on Form 10-Q are forward-looking statements that involve risks and uncertainties. The words “believe,” “expect,” “project,” “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 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 ~~could~~ result in a delay or ~~cancelation~~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; (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; and (13) our safety performance.

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 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 onForm 10-K for the year ended December 31, ~~2017.~~2018.

Overview

Nucor and its affiliates manufacture steel and steel products. Nucor also produces direct reduced iron (“DRI”) for use in its steel mills. Through The David J. Joseph Company and its affiliates (“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, ~~S.r.l.,~~ NuMit ~~LLC~~ and~~Nucor-JFE~~ ~~Steel Mexico, S. de R.L. de C.V.(“Nucor-JFE”).~~ 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 andprocessor; Nu-Iron Unlimited and Nucor Steel Louisiana, 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 85%, 68% and 72%, respectively, in the first six months of 2019 compared with approximately 93%, 73% and 76%, respectively, in the first six months of ~~2018, compared to 89%, 64% and 67%, respectively, in the first six months of 2017.~~2018.

In March ~~2018,~~2019, Nucor announced its plans to build a ~~rebar micro~~new state of the art steel plate mill in ~~Frostproof, Florida, which is located in Polk County.~~Brandenburg, Kentucky. The ~~micro~~new plate mill ~~is a $240 million investment that~~ will have an estimated annual capacity of ~~350,000~~1.2 million tons and employ approximately ~~250~~400 people. We anticipate the project will take approximately two years to complete. We believe this location will provide a logistical advantage to Nucor and will allow us to capitalize on a currently abundant supply of scrap, a good portion of which is handled by our scrap business, DJJ. This is the second rebar micro mill Nucor is constructing.

~~In May 2018, Nucor announced plans to build a galvanizing line at the Company’s sheet mill in Arkansas to support Nucor’s growth into a wider and more diverse set of strategicend-market~~ ~~applications.~~ The new ~~galvanizing line is a $240 million investment with an annual capacity~~plate mill will significantly strengthen Nucor’s plate product portfolio, giving the Company the ability to produce approximately 97% of ~~approximately 500,000 tons. It~~the products demanded in the current domestic plate market, including the specialty higher-margin products. The new plate mill will complement Nucor’s existing plate mills in North Carolina, Alabama and Texas and is expected to be fully operational in 2022.

Results of Operations

Nucor reported consolidated net earnings of $1.26 per diluted share in the second quarter of 2019. Though this quarter’s results decreased from consolidated net earnings of $2.13 per diluted share reported in the second quarter of 2018, we view this

Table of Contents

as solid quarterly performance given the more challenging environment when compared to the prior year period. Nucor’s profitability in the second quarter of 2018 was a significant increase from the first quarter of 2018, which was fueled by a strong domestic economy driving domestic steel demand, the adoption of tax reform and the ongoing efforts to reform federal regulations. Also benefitting the second quarter and first half of 2018 were reductions in unfairly traded imports entering our country as a result of years of successful trade cases and broad-based tariffs imposed under Section 232, which were announced in March 2018. These conditions and our execution of strong operating performance continued for the remainder of 2018, making it the most profitable year in Nucor’s history. We still see demand in the end-use markets that we serve as strong and unfairly traded imports into our country have declined from the comparable periods in 2018. However, aggressive supply chain destocking and unusually wet weather impacted order rates at our steel mills in the first half of ~~2021.~~2019. Lower sales volume during the first half of the year has resulted in a more challenging price environment. Despite these challenges, Nucor’s consolidated net earnings of $2.88 per diluted share in the first six months of 2019 represents one of the most profitable first six months in the Company’s history.

~~Results~~

The following discussion will provide greater quantitative and qualitative analysis of ~~Operations~~Nucor’s performance in the second quarter and first six months of 2019 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 ~~2018~~2019 and ~~2017~~2018 were as follows (in thousands):


	Three Months (13 Weeks) Ended							Six Months (26 Weeks) Ended							Three Months (13 Weeks) Ended			Six Months (26 Weeks) Ended
	June 30, 2018		July 1, 2017		% Change			June 30, 2018		July 1, 2017		% Change			June 29, 2019	June 30, 2018	% Change	June 29, 2019	June 30, 2018	% Change
Steel mills	$	4,169,539	$	3,404,064		22	%	$	7,750,233	$	6,594,571		18	%	$3,703,447	$4,169,539	-11%	$7,652,849	$7,750,233	-1%
Steel products		1,738,370		1,366,693		27	%		3,207,081		2,579,050		24	%	1,750,183	1,738,370	1%	3,404,705	3,207,081	6%
Raw materials		552,865		404,012		37	%		1,071,879		816,327		31	%	442,356	552,865	-20%	935,056	1,071,879	-13%

Total net sales	$	6,460,774	$	5,174,769		25	%	$	12,029,193	$	9,989,948		20	%	$5,895,986	$6,460,774	-9%	$11,992,610	$12,029,193	-

Net sales for the second quarter of ~~2018 increased 25%~~2019 decreased 9% from the second quarter of ~~2017.~~2018. Average sales price per ton ~~increased 17%~~decreased 2% from ~~$767 in the second quarter of 2017 to~~ $898 in the second quarter of ~~2018.~~2018 to $877 in the second quarter of 2019. Total tons shipped to outside customers in the second quarter of ~~2018~~2019 were ~~7,197,000,~~6,724,000 tons, a 7% ~~increase~~decrease from the second quarter of ~~2017.~~2018.

~~Net sales for the second quarter of 2018 increased 16% from the first quarter of 2018 due to a 12% increase in average sales price per ton and a 3% increase in total tons shipped to outside customers.~~

Net sales for the first six months of ~~2018 increased 20% from~~2019 were similar to the first six months of ~~2017.~~2018. Average sales price per ton increased ~~13%~~5% from ~~$749 in the first half of 2017 to~~ $849 in the first ~~half~~six months of ~~2018.~~2018 to $889 in the first six months of 2019. Total tons shipped to outside customers in the first ~~half~~six months of ~~2018~~2019 were ~~14,164,000,~~13,491,000 tons, a ~~6% increase~~5% decrease from the first ~~half~~six months of ~~2017.~~2018.

In the steel mills segment, sales tons for the second quarter and first six months of ~~2018~~2019 and ~~2017~~2018 were as follows (in thousands):


	Three Months (13 Weeks) Ended							Six Months (26 Weeks) Ended							Three Months (13 Weeks) Ended			Six Months (26 Weeks) Ended
	June 30, 2018		July 1, 2017		% Change			June 30, 2018		July 1, 2017		% Change			June 29, 2019	June 30, 2018	% Change	June 29, 2019	June 30, 2018	% Change
Outside steel shipments		5,078		4,950		3	%		10,094		9,810		3	%	4,682	5,078	-8%	9,454	10,094	-6%
Inside steel shipments		1,362		1,129		21	%		2,614		2,154		21	%	1,118	1,362	-18%	2,335	2,614	-11%

Total steel shipments		6,440		6,079		6	%		12,708		11,964		6	%	5,800	6,440	-10%	11,789	12,708	-7%

Net sales for the steel mills segment ~~increased 22%~~decreased 11% in the second quarter of ~~2018~~2019 from the second quarter of ~~2017~~2018, due primarily ~~due~~ to an 8% decrease in tons sold to outside customers and a ~~19% increase~~4% decrease in the average sales price per ton from ~~$688~~$819 to ~~$819 as well as a 3% increase in tons sold to outside customers. All of our steel mill products~~$788. Our structural and plate mills experienced higher average selling prices in the second quarter ~~and first half~~ of ~~2018~~2019 as compared to the ~~respective prior year periods.~~second quarter of 2018, while our sheet mills experienced lower average selling prices and our bar mills were flat as compared to the second quarter of 2018. Total shipments decreased across the steel mills segment in the second quarter of 2019 as compared to the second quarter of 2018, with the largest decrease by our bar mills.

Net sales for the steel mills segment ~~increased 16%~~decreased 1% in the ~~second quarter~~first six months of ~~2018~~2019 from the first ~~quarter~~six months of 2018, primarily due to a ~~14%~~6% decrease in tons sold to outside customers that was partially offset by a 5% increase in average sales price per ~~ton and a 1% increase in tons sold to outside customers.~~ton.

~~Net sales for the steel mills segment increased 18% in the first half~~21

Table of ~~2018 from the first half of 2017 primarily due to a 14% increase in average sales price per ton and a 3% increase in tons sold to outside customers.~~Contents

The performance of the steel mills segment is expected to remain strong in the third quarter of 2018, with margin expansion expected primarily at our sheet and plate mills. Based on the current steel market fundamentals and communications with our customers, we believe there is sustainable strength in steel~~end-use~~ ~~markets.~~

~~Selected outside~~Outside sales tonnage for the steel products segment for the second quarter and first six months of ~~2018~~2019 and ~~2017~~2018 was as follows (in thousands):


	Three Months (13 Weeks) Ended							Six Months (26 Weeks) Ended							Three Months (13 Weeks) Ended			Six Months (26 Weeks) Ended
	June 30, 2018		July 1, 2017		% Change			June 30, 2018		July 1, 2017		% Change			June 29, 2019	June 30, 2018	% Change	June 29, 2019	June 30, 2018	% Change
Joist sales		114		104		10	%		219		205		7	%	116	114	2%	226	219	3%
Deck sales		116		104		12	%		222		210		6	%	116	116	-	222	222	-
Cold finish sales		149		120		24	%		296		242		22	%	131	149	-12%	274	296	-7%
Fabricated concrete reinforcing steel sales		337		291		16	%		627		538		17	%	328	337	-3%	587	627	-6%
Piling products sales		160		145		10	%		286		264		8	%	164	160	3%	302	286	6%
Tubular products sales		286		227		26	%		570		450		27	%	245	286	-14%	508	570	-11%

Net sales for the steel products segment increased 27% in the second quarter of 2018 from the second quarter of 2017 due to a 17% increase in volume and a 9% increase in average sales price per ton from $1,245 to $1,357. We expect the performance of the steel products segment in the third quarter of 2018 to be similar to the second quarter of 2018.

Net sales for the steel products segment increased ~~18%~~1% in the second quarter of ~~2018~~2019 from the ~~first~~second quarter of 2018, due primarily to an ~~11%~~8% increase in ~~volume and a 7% increase in~~the average sales price per ~~ton.~~ton from $1,357 to $1,462, which was partially offset by a 7% decrease in tons shipped to outside customers. While average selling prices increased for most businesses within the steel products segment in the second quarter of 2019 as compared to the second quarter of 2018, our tubular products businesses experienced lower average selling prices and lower volumes.

Net sales for the steel products segment increased ~~24%~~6% in the first ~~half~~six months of ~~2018~~2019 from the first ~~half~~six months of ~~2017~~2018, due primarily to a ~~16%~~12% increase in ~~volume and an 8% increase in~~the average sales price per ton from ~~$1,224~~$1,316 to ~~$1,316. The largest increase~~$1,471, which was partially offset by a 5% decrease in ~~volumes~~volume. Average selling prices increased across all businesses within the steel products segment in the first ~~half~~six months of ~~2018~~2019 as compared to the first ~~half~~six months of ~~2017 was at~~2018. The largest decreases in volume in the first six months of 2019 as compared to the first six months of 2018 were in our tubular products and rebar fabrication ~~and cold finish operations.~~businesses.

Net sales for the raw materials segment ~~increased 37%~~decreased 20% and ~~31%~~13% in the second quarter and first ~~half~~six months of ~~2018,~~2019, respectively, from the same prior year periods. The ~~increases~~decreases were primarily due to ~~significantly higher~~decreased average selling prices ~~and volumes in~~at DJJ’s brokerage ~~and scrap processing~~operations, which were partially offset by increased volumes at DJJ’s brokerage operations. In the second quarter of ~~2018,~~2019, approximately ~~90%~~92% of outside sales for the raw materials segment were from the brokerage operations of DJJ, and approximately 9%7% of outside sales were from the scrap processing operations of DJJ ~~(88%~~(90% and ~~10%~~9%, respectively, in the second quarter of ~~2017)~~2018). In the first ~~half~~six months of ~~2018,~~2019, approximately ~~90%~~91% of outside sales for the raw materials segment were from the brokerage operations of DJJ, and approximately 9%8% of outside sales were from the scrap processing operations of DJJ ~~(87%~~(90% and ~~10%~~9%, respectively, in the first ~~half~~six months of ~~2017)~~2018).

~~Gross~~Gross Margins –Nucor recorded gross margins of $775.5 million (13%) in the second quarter of 2019, which was a decrease compared with $1.17 billion (18%) in the second quarter of ~~2018, which was an increase from $709.6 million (14%) in the second quarter of 2017:~~

2018.

The primary driver for the increase in gross margins in the second quarter of 2018 as compared to the second quarter of 2017 was increased metal margins across all of our steel mills segment products, with sheet steel having the most significant impact. Metal margin is the difference between the selling price of steel and the cost of scrap and scrap substitutes. In the steel mills segment, the previously mentioned 19% increase in average sales price per ton and 3% increase in tons sold to outside customers in the second quarter of 2018 compared to the second quarter of 2017 more than offset an increase of 19% in the average scrap and scrap substitute cost per ton used from $313 in the second quarter of 2017 to $373 in the second quarter of 2018.
•
In the steel mills segment, the average scrap and scrap substitutes cost per gross ton used in the second quarter of 2019 was $330, a 12% decrease from $373 in the second quarter of 2018. Metal margin is the difference between the selling price of steel and the cost of scrap and scrap substitutes. Metal margins per ton for the steel mills segment increased as the decrease in average scrap and scrap substitutes cost per ton outpaced the previously mentioned decrease in average selling price per ton. However, overall metal margins for the steel mills segment decreased in the second quarter of 2019 as compared to the second quarter of 2018 due to the previously mentioned lower volumes.

Scrap prices are driven by the global supply and demand for scrap and other iron-based raw materials used to make steel. Scrap prices ~~continued to rise~~decreased during the first half of ~~2018 with~~2019. We expect that there will be some increase in scrap prices ~~beginning to level out at the end of the second quarter. As we begin~~in the third quarter ~~we do not see much volatility in scrap prices from their second quarter~~ of ~~2018 levels.~~2019.

•

Pre-operating and start-up costs of new facilities increased to $20.5 million in the second quarter of 2019 from $5.8 million in the second quarter of 2018. The increase in pre-operating and start-up costs was due to increased costs at the bar mills being built in Missouri and Florida, and increased costs related to the galvanizing line and mill expansion at our sheet mill in Kentucky. 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 decreased in the second quarter of 2019 as compared to the second quarter of 2018. The primary driver for this decrease was lower margins at our tubular products businesses, which were partially offset by the increased profitability of our deck businesses.

•

Gross margins in the raw materials segment decreased in the second quarter of 2019 as compared to the second quarter of 2018, due primarily to the decreased profitability of our DRI facilities, which experienced lower average

Table of Contents

selling prices and increased iron ore costs in the second quarter of 2019. Our DRI facility in Trinidad began a planned maintenance outage in mid-June of 2019 that was successfully completed in mid-July of 2019.

Steel mill energy costs decreased approximately $1 per ton in the second quarter of 2018 from the second quarter of 2017 primarily due to lower natural gas unit costs and higher efficiency resulting from increased steel production.

Gross margins in the steel products segment in the second quarter of 2018 increased significantly compared to the second quarter of 2017 primarily driven by the improvement in our tubular products businesses. Additionally, all of our steel products businesses experienced improved profitability in the second quarter of 2018 compared to the second quarter of 2017, with the exception of our rebar fabrication operations.

Gross margins related to DJJ’s scrap processing operations in the second quarter of ~~2018 increased~~2019 decreased significantly compared to the second quarter of ~~2017~~2018 due to ~~increased volumes~~margin compression and ~~margin expansion caused by improved~~decreased volumes. The flow of scrap ~~selling prices. Gross~~into DJJ’s scrap yards declined in the second quarter of 2019 as compared to the second quarter of 2018. Additionally, gross margins for DJJ’s brokerage operations also ~~increased~~decreased in the second quarter of ~~2018~~2019 as compared to the second quarter of ~~2017.~~2018.

~~Gross margins in the raw materials segment in the second quarter of 2018 were positively impacted by the improved performance of our DRI facilities compared to the second quarter of 2017.~~ Included in the second quarter of 2018 gross margins of the raw materials segment was a $9.6 million benefit related to insurance recoveries.

Gross margins in the second quarter of 2018 improved significantly from the first quarter of 2018. The increase was primarily driven by expanded margins for all of our steel mills segment products, while our steel products and raw materials segments also experienced improved performance. The previously mentioned 14% increase in the steel mills segment’s average sales price per ton in the second quarter of 2018 compared to the first quarter of 2018 more than offset an increase of 11% in the average scrap and scrap substitute cost per ton used from $337 in the first quarter of 2018 to $373 in the second quarter of 2018.

In the first ~~half~~six months of ~~2018,~~2019, Nucor recorded gross margins of ~~$1.89~~$1.67 billion ~~(16%~~(14%), which was ~~an increase~~a decrease from ~~$1.47~~$1.89 billion ~~(15%~~(16%) ~~in the first half of 2017:~~

The primary driver for the increase in gross margins in the first half of 2018 as compared to the first half of 2017 was increased metal margins in the steel mills segment. As previously discussed, in the steel mills segment, higher average selling prices and increased volumes drove improved margins despite a 19% increase in the average scrap and scrap substitute cost per ton used from $298 in the first half of 2017 to $355 in the first half of 2018.

~~Steel mill energy costs for the first half of 2018 were consistent with the first half of 2017.~~

Gross margins in the steel products segment increased in the first half of 2018 over the first half of 2017 due to the increased profitability of most of the businesses in the segment, with the largest increase in our tubular products businesses.

Improved gross margins in the raw materials segment in the first half of 2018 compared to the first half of 2017 were primarily due to the improved profitability of our DRI operations. DJJ’s brokerage and scrap operations also improved as a result of improved pricing and volumes in the first half of 2018 compared to the first half of 2017. Included in the first six months of ~~2018~~2018.

•

In the steel mills segment, the average scrap and scrap substitutes cost per gross ton used in the first six months of 2019 was $341, a 4% decrease from $355 in the first six months of 2018.

•

Negatively impacting the gross margins in the steel mills segment for the first six months of 2019 was increased per unit conversion costs resulting from lower utilization rates and higher costs for consumables used in the production process, such as electrodes, compared to the prior year period.

•

Pre-operating and start-up costs of new facilities increased to $40.1 million in the first six months of 2019 from $8.1 million in the first six months of 2018. The increase in pre-operating and start-up costs was due to the previously mentioned projects.

•

Gross margins in the steel products segment decreased in the first six months of 2019 as compared to the first six months of 2018, primarily due to lower margins at our tubular products businesses which experienced margin compression per unit along with the previously mentioned lower volumes.

•

Gross margins in the raw materials segment decreased in the first six months of 2019 as compared to the first six months of 2018, due primarily to the decreased profitability of our DRI facilities, which experienced lower average selling prices and increased iron ore costs in the first six months of 2019.

Gross margins ~~of the raw materials segment was a $9.6 million benefit~~ related to ~~insurance recoveries.~~DJJ’s scrap processing operations in the first six months of 2019 decreased significantly compared to the first six months of 2018 due to margin compression and decreased volumes. The flow of scrap into DJJ’s scrap yards declined in the first six months of 2019 as compared to the first six months of 2018. Gross margins for DJJ’s brokerage operations also decreased in the first six months of 2019 as compared to the first six months of 2018.

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, ~~increased $55.9~~decreased $51.1 million in the second quarter of ~~2018~~2019 as compared to the second quarter of ~~2017,~~2018, and ~~increased $55.5~~decreased $35.1 million in the first ~~half~~six months of ~~2018~~2019 as compared to the first ~~half~~six months of 2017, due to the increased profitability of the Company. Profit sharing and other incentive compensation costs increased $62.7 million in the second quarter of 2018 compared to the first quarter of 2018 due to the increased profitability of the Company and the annual RSU and stock option grants that occurred in the second quarter of 2018.

Included in marketing, administrative and other expenses in the ~~second quarter~~first half 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. Included in marketing, administrative and other expenses in the first half of 2018 iswas a $13.7 million benefit related to insurance recoveries.

Equity in Earnings of Unconsolidated Affiliates –Equity in earnings of unconsolidated affiliates was ~~$10.9~~$1.1 million and ~~$13.3~~$10.9 million in the second quarter of ~~2018~~2019 and ~~2017,~~2018, respectively, and ~~$20.5~~$4.0 million and ~~$22.1~~$20.5 million in the first ~~half~~six months of ~~2018~~2019 and ~~2017,~~2018, respectively. The decreases in equity method investment earnings were primarily due to ~~costs associated with the plant construction forNucor-JFE.~~decreased earnings at NuMit.

Interest Expense (Income) -–Net interest expense for the second quarter and first ~~half~~six months of ~~2018~~2019 and ~~2017~~2018 was as follows (in thousands):


	Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended						Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017			June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
Interest expense	$	35,341		$	47,565		$	75,519		$	93,865		$	41,953		$	35,341		$	79,015		$	75,519
Interest income		(5,890	)		(2,985	)		(8,954	)		(5,680	)		(8,923	)		(5,890	)		(17,542	)		(8,954	)

Interest expense, net	$	29,451		$	44,580		$	66,565		$	88,185		$	33,030		$	29,451		$	61,473		$	66,565

Table of Contents

Interest expense ~~for~~increased in the second quarter and first six months of 2019 as compared to the second quarter and first six months of 2018. Though capitalized interest related to significant capital projects reduced interest expense in the second quarter and first six months of 2019 as compared to the respective prior year periods, it was more than offset by the benefit received in the second quarter of 2018 ~~decreased compared to~~from the ~~second quarter~~settlement of ~~2017 due to a benefit received from entering in to and settling~~ a treasury lock instrument that was entered into in anticipation of the Company’s debt issuance that occurred in the second quarter of 2018. Interest ~~expense for the first half of 2018 decreased compared to the first half of 2017 due to a decrease~~income increased in ~~average debt outstanding associated with the repayment of $600.0 million of 5.750% notes due 2017 in the fourth quarter of 2017 and the treasury lock instrument noted above. Interest income for~~ the second quarter and first ~~half~~six months of ~~2018 increased~~2019 as compared to the ~~respective prior year periods~~second quarter and first six months of 2018 due to ~~higher~~an increase in average interest rates on investments.

Earnings (Loss) Before Income Taxes and Noncontrolling Interests –Earnings (loss) before income taxes and noncontrolling interests by segment for the second quarter and first ~~half~~six months of ~~2018~~2019 and ~~2017~~2018 were as follows (in thousands):

													Three Months						Six Months
													(13 Weeks) Ended						(26 Weeks) Ended
	Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	June 30, 2018			July 1, 2017			June 30, 2018			July 1, 2017			June 29, 2019			June 30, 2018			June 29, 2019			June 30, 2018
Steel mills	$	961,784		$	579,520		$	1,522,287		$	1,223,703		$	578,920		$	961,784		$	1,268,318		$	1,522,287
Steel products		155,766			83,636			241,580			150,555			116,084			155,766			193,517			241,580
Raw materials		134,995			66,227			209,542			92,618			21,709			134,995			74,932			209,542
Corporate/eliminations		(338,844	)		(221,247	)		(543,796	)		(409,765	)		(182,091	)		(338,844	)		(312,529	)		(543,796	)
													$	534,622		$	913,701		$	1,224,238		$	1,429,613
	$	913,701		$	508,136		$	1,429,613		$	1,057,111

Earnings before income taxes and noncontrolling interests for the steel mills segment ~~for~~in the second quarter and first ~~half~~six months of ~~2018 increased~~2019 decreased compared to the respective prior year periods, primarily due to ~~significantly improved metal margins. Higher scrap~~the previously mentioned lower volumes and ~~scrap substitutes costs were more than offset by higher average selling prices and some increases in volume~~decreased utilization rates. Shipments to service center customers decreased in the first ~~half~~six months of ~~2018~~2019 compared to the prior year period, reflecting their caution with respect to inventory levels and order rates in an environment of weakening scrap and steel prices. Additionally, unusually wet weather conditions in the first ~~half~~six months of ~~2017. Additionally, overall~~2019 negatively impacted markets and projects located in areas affected by these weather conditions. Overall operating rates ~~at our steel mills increased to~~decreased from 95% and 93% for the second quarter and first ~~half~~six months of 2018, respectively, ~~from 89%~~to 84% and 85% for ~~both~~ the second quarter and first ~~half~~six months of ~~2017.~~

~~The strength of the U.S. economy was a major driver~~2019, respectively. We believe end-use demand is strong, and we see healthy conditions in end-use markets that typically account for more than two-thirds of our continued financial and operational success. Economic fundamentals began improving in the middle of 2017, and that trend has continued into this year. We believe the economy is being energized by tax and regulatory reform, and by strength in the global energy markets where the United States has become a major producer and exporter. We believe the combination of a competitive U.S. corporate tax rate, a favorable regulatory environment and strong U.S. energy production are the keys to the current strong business environment for Nucor. With U.S. economic strength driving domestic steel demand, 22 of the 24 markets we serve are seeing increased or stable demand. The U.S. steel market is also benefiting from a reduction in unfairly traded imports entering our country as a result of years of successful trade cases, and the broad-based tariffs imposed under Section 232. Imports are down more than 7% through the first half of 2018.shipments.

In the steel products segment, earnings before income taxes and noncontrolling interests ~~for~~decreased in the second quarter and first ~~half~~six months of ~~2018 increased significantly~~2019 as compared to the respective prior year periods. The ~~increase~~primary driver for these decreases was the decreased performance in profitability was due to increased volumes and margin expansion, primarily driven by higher average selling prices. The largest increase in profitability in the second quarter and first half of 2018 as compared to the respective prior year periods was at our tubular products ~~businesses.~~operations that were partially offset by increased performance in our joist and deck operations. Our tubular products operations are suffering from aggressive destocking by service center customers, resulting in lower order rates, which in return is driving down prices and margins. Nonresidential construction activity remains strong, and we believe some incremental demand has likely shifted to later in the year due to difficult weather conditions during the first six months of 2019.

The profitability of our raw materials segment in the second quarter and first ~~half~~six months of ~~2018 improved significantly~~2019 decreased compared to the respective prior year periods, primarily due to the ~~improved, profitable~~decreased performance offrom our DRI ~~facilities. Also benefiting~~facilities and DJJ’s scrap processing operations.Partially offsetting the decrease in profitability was a benefit of $33.7 million related to the gain on the sale of an equity method investment in the raw materials ~~segment’s improved profitability~~segment that occurred in the ~~second quarter and~~ first ~~half~~six months of ~~2018 was the improved performance of DJJ’s scrap processing and brokerage operations, both of which experienced increased average selling prices and volumes.~~2019. The raw materials segment ~~also~~ benefited from $23.3 million of insurance recoveries in the second quarter and first six months of 2018.

~~Greater losses~~The decrease in the loss of the corporate/eliminations line in the second quarter and first ~~half~~six months of ~~2018~~2019 as compared to the respective prior year periods was ~~driven by increased incentive compensation costs,~~ primarily due to decreased intercompany eliminations of profit in inventory as well as lower profit sharing ~~caused by the increased profitability~~costs.

Table of the Company and higher intercompany eliminations. Intercompany eliminations increased due to increased intercompany sales activity and increased intercompany margins at our steel mills and DRI facilities.Contents

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 ~~increase~~decrease in earnings attributable to noncontrolling interests in the second quarter and first ~~half~~six months of ~~2018~~2019 as compared to the second quarter and first ~~half~~six months of ~~2017~~2018 was primarily due to the ~~increased~~decreased earnings of ~~NYS.~~ NYS, ~~had higher metal margins and volumes~~which was a result of decreased sales volume in the ~~second quarter and~~ first ~~half~~six months of ~~2018~~2019 as compared to the ~~second quarter and~~ first ~~half~~six months of ~~2017.~~2018. 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 ~~half~~six months of ~~2017,~~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 ~~2018~~2019 was ~~21.9%~~22.9% as compared to ~~32.7%~~21.9% for the second quarter of ~~2017.~~2018. The decrease in the effective tax rate for the second quarter of 2018 as compared to the second quarter of 2017 was primarily due to the permanent lowering of the U.S. corporate federal income tax rate from 35% to 21% effective for the years beginning after December 31, 2017 under the Tax Cuts and Jobs Act (the “Tax Reform Act”). This decrease was somewhat offset by increases in the effective tax rate due to the elimination of the domestic manufacturing deduction under the Tax Reform Act. We expect that theexpected effective tax rate for the full year of ~~2018 will be~~2019 is approximately ~~23.4%~~23.0% as compared to ~~21.1%~~23.2% for the full year of ~~2017. The full year~~2018. Included in the second quarter of ~~2017 included a provisional net tax benefit of $175.2~~2018 were benefits totaling $10.6 million ~~mainly driven by the revaluation of Nucor’s U.S. deferred tax liabilities and assets~~ related to ~~the Tax Reform Act.~~state tax credits and tax return true-ups.

We estimate that in the next 12 months our gross unrecognized tax benefits, which totaled ~~$48.9~~$51.9 million at June ~~30, 2018~~29, 2019, exclusive of interest, could decrease by as much as ~~$8.4~~$6.1 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.

Net Earnings Attributable to Nucor Stockholders and Return on Equity –Nucor reported consolidated net earnings of $386.5 million, or $1.26 per diluted share, in the second quarter of 2019 as compared to consolidated net earnings of $683.2 million, or $2.13 per diluted share, in the second quarter of ~~2018, compared to consolidated net earnings of $323.0 million, or $1.00 per diluted share, in the second quarter of 2017.~~2018. Net earnings attributable to Nucor stockholders as a percentage of net sales were ~~11%~~7% and 6%11% in the second quarter of 2019 and 2018, ~~and 2017,~~ respectively.

Nucor reported consolidated net earnings of $888.3 million, or $2.88 per diluted share, in the first six months of 2019 as compared to consolidated net earnings of $1.04 billion, or $3.23 per diluted share, in the first ~~half~~six months of ~~2018 compared to consolidated net earnings of $679.9 million, or $2.11 per diluted share, in the first half of 2017.~~2018. Net earnings attributable to Nucor stockholders as a percentage of net sales were 9%7% and 7%9% in the first ~~half~~six months of ~~2018~~2019 and ~~2017,~~2018, respectively. Annualized return on average stockholders’ equity was ~~23%~~18% and ~~17%~~23% in the first ~~half~~six months of ~~2018~~2019 and ~~2017,~~2018, respectively.

Outlook –~~Earnings in the third quarter of 2018 are expected to further improve compared to the second quarter of 2018.~~ The performance of the steel mills segment is expected to remain strong in the third quarter of 2018 as compared to the second quarter of 2018, with margin expansion expected primarily at our sheet and plate mills. Based on the current steel market fundamentals and communications with our customers, we believe there is sustainable strength in steel~~end-use~~ ~~markets. We expect third quarter of 2018 performance of our steel products segment to be similar to the second quarter of 2018. The performance of our~~ raw materials segment is expected to decrease in the third quarter of ~~2018~~2019 as compared to the second quarter of ~~2018~~2019 due to further margin ~~compression.~~compression in the Company’s DRI businesses.

The profitability of Nucor’s steel products segment is expected to continue to improve during the third quarter of 2019 as compared to the second quarter of 2019. Nonresidential construction market conditions remain strong. In addition, recently implemented efficiency initiatives in our rebar fabrication and metal buildings businesses are enhancing performance from those businesses.

We expect the performance of the steel mills segment in the third quarter of 2019 to be lower than this year’s second quarter, due primarily to lower prices for flat rolled and plate steel. Prices for several key product lines have only recently reversed the downward trajectory that prevailed during the first half of the year due to weather conditions and service center destocking. We expect service center customers will resume more normal market demand-driven buying patterns during the third quarter of 2019.

Nucor’s largest exposure to market risk is via our steel mills and steel products segments. Our largest single customer in the first half of ~~2018~~2019 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 and iron ore. Our exposure to market risk is mitigated by the fact that our steel mills use a significant portion of the products of ~~this~~the raw materials segment.

Liquidity and ~~capital resources~~Capital Resources

Cash provided by operating activities was $1.19 billion in the first six months of 2019 as compared to $870.6 million in the first ~~half~~six months of ~~2018 compared to $350.9 million in the first half of 2017.~~2018. The primary reason for the increase in cash provided by operating activities ~~is due to a 52% increase in net earnings over~~was the ~~first half~~$429.5 million reduction of ~~2017. In addition, changes~~cash used in operating assets and operating liabilities. Changes in operating assets and operating liabilities ~~(exclusive~~

Table of Contents

(exclusive of acquisitions) used cash of ~~$691.1~~$261.6 million in the first ~~half~~six months of ~~2018~~2019 as compared to ~~$794.0~~$691.1 million of cash used in the first ~~half~~six months of ~~2017.~~2018. The funding of our working capital in the first half of ~~2018~~2019 decreased ~~from the prior year period due to the rapid increase in scrap prices and inventory volumes from theyear-end~~ ~~of 2016 through the first half of 2017. Scrap prices and inventory tons on hand increased more moderately betweenyear-end~~ ~~2017 and the first half of 2018. More specifically, there was a 19% increase in the cost of scrap and scrap substitutes in inventory and a 12% increase in inventory tons on hand fromyear-end~~ ~~2017 through~~over the first half of 2018 ~~as compared~~mainly due to decreases in accounts receivable and inventory, partially offset by increases in other current assets and decreases in accounts payable and salaries, wages and related accruals. Accounts receivable decreased in the first half of 2019 from year-end 2018 due to a ~~28% increase~~7% decrease in composite sales price per ton. From year-end 2018 to the ~~cost~~end of the second quarter of 2019, inventories and accounts payable decreased due to a 14% decline in average scrap and scrap substitutes cost per ton in inventory and a ~~16% increase~~7% decline in total inventory tons on ~~hand fromyear-end~~ ~~2016 through the first half of 2017. Another leading cause of the~~hand. The increase in ~~cash provided by operating activities was the decrease in~~other assets, specifically federal income tax receivable, ~~which~~ is mainly a function of Nucor’s increased profitability, the permanent lowering of the U.S. corporate federal income tax rate from 35% to 21% effective for the years beginning after December 31, 2017 under the Tax Reform Act, and the timing of ~~the receipt of~~ federal tax ~~refunds. These decreases~~payments. The increase in cash used to fund ~~working capital were partially offset by increases in cash used~~salaries, wages and related accruals was primarily attributable to ~~fund accounts receivable. Accounts receivable~~the increased ~~due to a 6% increase in tons shipped to outside customers~~payout of accrued profit sharing and other incentive compensation costs in the first ~~half~~six months of ~~2018 from the first half of 2017 and a 13% increase in average sales price per ton~~2019 as compared to payouts in the first ~~half~~six months of 2018. The first six months of 2019 payment was based on Nucor’s financial performance in 2018, ~~over the same prior year period.~~which was a record earnings year.

The current ratio was ~~3.1~~3.6 at the end of the second quarter of ~~2018~~2019 and ~~2.4~~3.1 atyear-end ~~2017.~~ 2018. The ~~main driver of the increase in the~~ current ratio was positively impacted by the ~~23%~~78% increase in other current assets, ~~at June 30,~~the 15% decrease in accounts payable, and the 33% decrease in salaries, wages and related accruals from year-end 2018 ~~as compared to December 31, 2017. Accounts receivable increased 30% and inventories increased 19%, both~~ due to the reasons cited above. Also contributing to the increase in current assets at June 30, 2018 compared to December 31, 2017 was the $537.3 million increase in cash and cash equivalents. The second quarter of 2018 issuance of $500.0 million of 3.950% notes due 2028 and $500.0 million of 4.400% notes due 2048 increased cash by $1.0 billion. Of that amount, $500.0 million was used to repay the $500.0 million of 5.850% notes that matured June 1, 2018. The repayment of debt that occurred in the second quarter of 2018 was the primary driver of the 3% decrease in current liabilities at June 30, 2018 as compared to December 31, 2017. The amount that was repaid in the second quarter of 2018 was included in long-term debt due within one year at December 31, 2017. Partially offsetting the decrease in long-term debt due within one year was the 32% increase in accounts payable at June 30, 2018 as compared to December 31, 2017. Accounts payable primarily increased due to the 19% increase in the cost of scrap and scrap substitutes in inventory.

In the first half of ~~2018,~~2019, accounts receivable turned approximately every five weeks and inventories turned approximately every 1011 weeks. These ratios compare with accounts receivable turnover of approximately every five weeks and inventory turnover of approximately every ~~nine~~10 weeks in the first half of ~~2017.~~2018.

Cash used in investing activities during the first half of ~~2018~~2019 was ~~$366.2~~$632.4 million as compared to ~~$575.1~~$366.2 million in the prior year period. ~~Nucor used $478.4 million of cash for acquisitions in the first half of 2017 mainly~~The primary driver for the ~~purchases of Republic Conduit and Southland Tube, Inc. during that period, while Nucor had no acquisitions in the first half of 2018. The decrease~~increase in cash used in investing activities was that cash used for capital expenditures increased from $361.5 million in the first half of 2018 ~~was offset by a $100.0~~to $649.9 million ~~decrease~~ in ~~proceeds from the sale of investments, a $172.3 million increase in cash used for capital expenditures, and a $54.4 million increase in investments in affiliates over~~ the first half of ~~2017.~~2019. The higher levels of capital expenditures in the first half of ~~2018~~2019 over the first half of ~~2017~~2018 were primarily related to the new ~~cold~~hot band galvanizing line and the sheet mill ~~complex~~expansion at Nucor Steel ~~Arkansas~~Gallatin and the new ~~galvanizing line at Nucor Steel Gallatin. The increased~~micro mill greenfield expansion in Sedalia, Missouri. Cash provided by the divestiture of an affiliate of $67.6 million in the first half of 2019, related to the sale of an equity method investment, was partially offset by the $50.0 million purchase of investments in the same period. Cash used in investments and advances to affiliates of $73.4 million in the first half of 2018 ~~over~~was partially offset by cash provided from the ~~first half~~sale of ~~2017 related to~~ an ~~additional $35.0~~investment of $50.0 million ~~of investments inNucor-JFE~~ ~~as well as investments~~ in ~~other minor equity method investments.~~the same period.

Cash ~~provided by~~used in financing activities during the first half of ~~2018~~2019 was ~~$29.2~~$523.0 million as compared to cash ~~used~~provided of ~~$311.6~~$29.2 million in the prior year period. ~~The majority of this change related to~~In 2018, cash from financing activities benefited from the issuance of ~~the~~ $500.0 million of 10-year 3.950% notes ~~due 2028~~ and ~~the~~ $500.0 million of 30-year 4.400% notes, ~~due 2048,~~partially offset by the repayment of ~~the~~ $500.0 million of 5.850% ~~notes due 2018 and approximately $170.3 million of~~notes. In addition, treasury stock repurchases ~~(these amounts~~ were $0$197.5 million in the ~~prior year period). During 2017, we retired $600.0~~first half of 2019 as compared to $170.3 million in the first half of ~~long-term debt,~~2018, and there was an increase in ~~addition~~distributions to noncontrolling interests of $27.3 million from the first half of 2018 to the ~~previously mentioned second quarter~~first half of 2018 retirement of $500.0 million of long-term debt. Both of these debt tranches were at weighted average interest rates that were higher than the weighted average interest rates on the $1.0 billion of notes issued in April 2018. We used a portion of the net proceeds from the sale of the $1.0 billion of notes to repay the $500.0 million of long-term debt mentioned above and plan to use the remaining proceeds for other general corporate purposes.2019.

Nucor’s conservative financial practices have served us well in the past and ~~are serving~~continue to serve us well today. Our cash and cash equivalents and short-term investments position remained strong at ~~$1.5~~$1.48 billion as of June ~~30, 2018.~~29, 2019. Nucor’s solid cash and cash equivalents and short-term investments position provides many opportunities for prudent deployment of our capital. We have three approaches to allocating our capital. Nucor’s highest capital allocation priority is to ~~invest for~~reinvest in our business to ensure our continued profitable ~~long-term~~ growth ~~through~~over the long term. We have historically done this by investing to optimize our ~~multi-pronged strategy of optimizing~~ existing operations, ~~acquisitions~~initiate greenfield expansions and ~~greenfield expansions.~~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 ~~opportunistically repurchase~~supplement our base dividend with additional returns of capital to our stockholders when both our earnings and financial condition are strong. We 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 level when our ~~cash position~~base dividend is ~~strong~~not sufficient to meet this goal. The primary factor we will use to decide between share repurchases and ~~attractively priced growth opportunities are limited.~~supplemental dividends will be our assessment of the intrinsic value of a Nucor share. If we believe Nucor shares to be trading at a discount to their intrinsic value, we will likely employ repurchases to return capital to our stockholders. In September ~~2015,~~2018, Nucor’s Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to ~~$900.0 million~~$2.00 billion of its common stock. As of June ~~30, 2018,~~29, 2019, the Company had approximately ~~$567.7 million~~$1.30 billion remaining for share repurchases under the program.

Nucor’s ~~$1.5~~$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 carry the highest credit ratings of any steel producer headquartered in North America, with anA- long-term rating from Standard ~~and~~& 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. ~~Based upon the preceding factors, and based on the fact that we were able to raise $1.0 billion~~

Table of ~~capital at attractive interest rates in April 2018, we expect to continue to have adequate access to the capital markets at a reasonable cost of funds for liquidity purposes when needed.~~Contents

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 customarynon-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 June ~~30, 2018,~~29, 2019, our funded debt to total capital ratio was ~~30%~~29%, and we were in compliance with allnon-financial covenants under our credit facility. No borrowings were outstanding under the credit facility as of June ~~30, 2018.~~29, 2019.

Our financial strength allows 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 long-term earnings power. Capital expenditures for ~~2018~~2019 are expected to be approximately ~~$1.0~~$1.8 billion as compared to ~~$507.1~~$997.3 million in ~~2017.~~2018. The increase in projected ~~2018~~2019 capital expenditures is primarily due to the fact that several major expansion projects ~~are~~will be underway in ~~2018.~~2019. The projects that we anticipate will have the largest capital expenditures in ~~2018~~2019 are the ~~$230.0 million cold mill complex addition~~hot band galvanizing line at Nucor Steel Arkansas, the ~~$176.0 million~~ hot band galvanizing line and the sheet mill expansion at Nucor Steel Gallatin, the two micro mill greenfield expansions in Sedalia, Missouri and Frostproof, Florida, ~~with a combined estimated cost of $490.0 million, and~~ the ~~$180.0 million~~ merchant bar rolling facility at Nucor Steel ~~Kankakee.~~Kankakee and the steel plate mill in Brandenburg, Kentucky. In addition to these expansion projects, we also have a project underway at Nucor Steel Louisiana to improve the reliability and efficiency of the facility.

In June ~~2018,~~2019, Nucor’s Board of Directors declared a quarterly cash dividend on Nucor’s common stock of ~~$0.38~~$0.40 per share payable on August ~~10, 2018~~9, 2019, to stockholders of record on June ~~29, 2018.~~28, 2019. This dividend is Nucor’s ~~181~~185^stth 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~~

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 ~~market~~ risk has significantly changed since December 31, ~~2017.~~2018. There were no interest rate swaps outstanding at June ~~30, 2018.~~29, 2019.

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. For the six months ended June 30, 2018, the volume of natural gas sold from our drilling operations was approximately 15% of the volume of natural gas purchased for consumption in our domestic steelmaking and DRI facilities.

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 June ~~30, 2018,~~29, 2019, accumulated other comprehensive loss, net of income taxes included ~~$6.8~~$11.1 million in unrealizednet-of-tax losses for the fair value of these derivative instruments. Changes in the fair ~~values~~value of derivatives not designated as hedges are recognized in net earnings each period. The following table presents the negative effect onpre-tax earnings of a hypothetical change in the fair value of derivative instruments outstanding at June ~~30, 2018,~~29, 2019, 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		10% Change		25% Change
Natural gas	$	13,305	$	33,260	$	10,009	$	25,020
Aluminum		3,833		9,572	$	4,366	$	11,371
Copper		2,904		7,101	$	1,796	$	4,397

Table of Contents

Any resulting changes in fair value would be recorded as adjustments to accumulated other comprehensive ~~income (loss),~~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 June ~~30, 2018~~29, 2019 were insignificant.

~~Item 4.~~

Item 4. Controls and Procedures

~~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 June ~~30, 2018~~29, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

~~Item 1.~~

~~Legal Proceedings~~

Item 1. Legal Proceedings

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.

~~Item 1A.~~

Item 1A. Risk Factors

~~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 Form10-K for the year ended December 31, ~~2017.~~2018.

~~Item 2.~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Our share repurchase program activity for each of the three months and the quarter ended June ~~30, 2018~~29, 2019 was as follows (in thousands, except per share amounts):

   Total Number
of Shares
Purchased    Average Price
Paid per
Share (1)    Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs (2)    Approximate
Dollar Value
of Shares that
May Yet Be
Purchased
Under the
Plans or
Programs ( 2)
April 1, 2018 - April 28, 2018
   —      $ —      —      $ 708,853
April 29, 2018 - May 26, 2018
   1,483    62.17    1,483    616,655
May 27, 2018 - June 30, 2018
   750    65.24    750    567,725








For the Quarter Ended June 30, 2018
   2,233    $ 63.20    2,233    $ 567,725

	Total Number of Shares Purchased		Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
March 31, 2019 - April 27, 2019		-	$	-		-	$	1,424,567
April 28, 2019 - May 25, 2019		1,150		56.67		1,150		1,359,396
May 26, 2019 - June 29, 2019		1,100		54.10		1,100		1,299,886
For the Quarter Ended June 29, 2019		2,250	$	55.41		2,250	$	1,299,886

(1)	Includes commissions of $0.02 per share.

(2)

On September ~~2, 2015,~~6, 2018, the Company announced that the Board of Directors had approved a share repurchase program under which the Company is authorized to repurchase up to ~~$900.0 million~~$2.0 billion of the Company’s common stock. This ~~$900.0 million~~ share repurchase ~~program~~authorization is discretionary and has no ~~stated~~ expiration ~~and replaced~~date. The Board of Directors also terminated any previously authorized share repurchase programs.

33Table of Contents

~~Item 6.~~

~~Exhibits~~

Item 6. Exhibits


Exhibit No.		Description of Exhibit

4 3		~~First Supplemental Indenture, dated as~~Restated Certificate of ~~April 26, 2018, between Nucor Corporation and U.S. Bank National Association, as trustee~~Incorporation (incorporated by reference to Exhibit ~~4.1~~3.3 to the Current Report on Form8-K filed ~~April 26, 2018~~September 14, 2010 (FileNo. 001-04119))

~~4.1~~ 3.1		~~Form of 3.950% Notes due 2028 (included in Exhibit 4 above)~~Bylaws as amended and restated September 15, 2016 (incorporated by reference to Exhibit ~~4.2~~3.1 to the Current Report on Form8-K filed ~~April 26, 2018~~September 20, 2016 (FileNo. 001-04119))

~~4.2~~ 10*		~~Form~~Employment Agreement of ~~4.400% Notes due 2048 (included in Exhibit 4 above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form8-K~~ ~~filed April 26, 2018 (FileNo. 001-04119))~~MaryEmily Slate (#)

10* 10.1		Retirement, Separation, Waiver and Release Agreement of ~~James~~ R. ~~Darsey~~Joseph Stratman (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed June 5, 2019 (File No. 001-04119)) (#)

10.1* 31*		~~Employment Agreement of Craig Feldman (#)~~

12*		~~Computation of Ratio of Earnings to Fixed Charges~~

31*		Certification of Principal Executive Officer Pursuant to Rule13a-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 Rule13a-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 Form10-Q of Nucor Corporation for the quarter ended June ~~30, 2018~~29, 2019, filed on August ~~8, 2018,~~7, 2019, formatted in ~~XBRL:~~iXBRL (Inline eXtensible Business Reporting Language): (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 June 29, 2019, filed on August 7, 2019, formatted in iXBRL (Inline eXtensible Business Reporting Language) (included in Exhibit 101).

*	Filed herewith.

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

~~(#)~~

Indicates a management contract or compensatory plan or arrangement.

Table of Contents

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
~~NUCOR CORPORATION~~

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

Dated: August ~~8, 2018~~7, 2019

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company