UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended OctoberJuly 1, 20222023
OR
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to to .
Commission File Number: 1-4119
NUCOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 13-1860817 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | |
1915 Rexford Road, Charlotte, North Carolina | 28211 | |
(Address of principal executive offices) | (Zip Code) |
(704) (704) 366-7000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock, par value $0.40 per share | NUE | New York Stock Exchange |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
256,543,710248,722,494 shares of the registrant’s common stock were outstanding at OctoberJuly 1, 2022.2023.
Nucor Corporation
Quarterly Report on Form 10-Q
For the Three Months and NineSix Months Ended OctoberJuly 1, 20222023
Table of Contents
Page | ||||||
1 | ||||||
2 | ||||||
Condensed Consolidated Balance Sheets – | 3 | |||||
4 | ||||||
5 | ||||||
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| |||||
| ||||||
| ||||||
27 | ||||||
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i
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Nucor Corporation Condensed Consolidated Statements of Earnings (Unaudited)
(In thousands, except per share amounts)
|
| Three Months (13 Weeks) Ended |
|
| Nine Months (39 Weeks) Ended |
|
| Three Months (13 Weeks) Ended |
|
| Six Months (26 Weeks) Ended |
| ||||||||||||||||||||
|
| Oct. 1, 2022 |
|
| Oct. 2, 2021 |
|
| Oct. 1, 2022 |
|
| Oct. 2, 2021 |
|
| July 1, 2023 |
|
| July 2, 2022 |
|
| July 1, 2023 |
|
| July 2, 2022 |
| ||||||||
Net sales |
| $ | 10,500,755 |
|
| $ | 10,313,223 |
|
| $ | 32,788,511 |
|
| $ | 26,119,527 |
|
| $ | 9,523,256 |
|
| $ | 11,794,474 |
|
| $ | 18,233,236 |
|
| $ | 22,287,756 |
|
Costs, expenses and other: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cost of products sold |
|
| 7,657,364 |
|
|
| 6,906,950 |
|
|
| 22,382,718 |
|
|
| 18,617,314 |
|
|
| 7,021,582 |
|
|
| 7,690,211 |
|
|
| 13,733,360 |
|
|
| 14,725,354 |
|
Marketing, administrative and other expenses |
|
| 486,560 |
|
|
| 526,345 |
|
|
| 1,574,355 |
|
|
| 1,204,539 |
|
|
| 453,388 |
|
|
| 563,211 |
|
|
| 843,283 |
|
|
| 1,087,795 |
|
Equity in earnings of unconsolidated affiliates |
|
| (8,438 | ) |
|
| (32,464 | ) |
|
| (23,246 | ) |
|
| (65,106 | ) |
|
| (6,094 | ) |
|
| (7,113 | ) |
|
| (4,754 | ) |
|
| (14,808 | ) |
Losses on assets |
|
| - |
|
|
| - |
|
|
| - |
|
|
| 50,970 |
| ||||||||||||||||
Interest expense, net |
|
| 42,347 |
|
|
| 43,285 |
|
|
| 143,245 |
|
|
| 118,709 |
|
|
| 4,598 |
|
|
| 57,763 |
|
|
| 14,781 |
|
|
| 100,898 |
|
|
|
| 8,177,833 |
|
|
| 7,444,116 |
|
|
| 24,077,072 |
|
|
| 19,926,426 |
|
|
| 7,473,474 |
|
|
| 8,304,072 |
|
|
| 14,586,670 |
|
|
| 15,899,239 |
|
Earnings before income taxes and noncontrolling interests |
|
| 2,322,922 |
|
|
| 2,869,107 |
|
|
| 8,711,439 |
|
|
| 6,193,101 |
|
|
| 2,049,782 |
|
|
| 3,490,402 |
|
|
| 3,646,566 |
|
|
| 6,388,517 |
|
Provision for income taxes |
|
| 523,879 |
|
|
| 645,842 |
|
|
| 1,958,044 |
|
|
| 1,410,863 |
|
|
| 462,707 |
|
|
| 763,165 |
|
|
| 827,862 |
|
|
| 1,434,165 |
|
Net earnings |
|
| 1,799,043 |
|
|
| 2,223,265 |
|
|
| 6,753,395 |
|
|
| 4,782,238 |
| ||||||||||||||||
Net earnings before noncontrolling interests |
|
| 1,587,075 |
|
|
| 2,727,237 |
|
|
| 2,818,704 |
|
|
| 4,954,352 |
| ||||||||||||||||
Earnings attributable to noncontrolling interests |
|
| 104,295 |
|
|
| 95,522 |
|
|
| 401,791 |
|
|
| 205,195 |
|
|
| 125,721 |
|
|
| 166,004 |
|
|
| 220,808 |
|
|
| 297,496 |
|
Net earnings attributable to Nucor stockholders |
| $ | 1,694,748 |
|
| $ | 2,127,743 |
|
| $ | 6,351,604 |
|
| $ | 4,577,043 |
|
| $ | 1,461,354 |
|
| $ | 2,561,233 |
|
| $ | 2,597,896 |
|
| $ | 4,656,856 |
|
Net earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic |
| $ | 6.51 |
|
| $ | 7.29 |
|
| $ | 23.90 |
|
| $ | 15.37 |
|
| $ | 5.82 |
|
| $ | 9.69 |
|
| $ | 10.28 |
|
| $ | 17.34 |
|
Diluted |
| $ | 6.50 |
|
| $ | 7.28 |
|
| $ | 23.85 |
|
| $ | 15.34 |
|
| $ | 5.81 |
|
| $ | 9.67 |
|
| $ | 10.26 |
|
| $ | 17.30 |
|
Average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic |
|
| 259,102 |
|
|
| 290,510 |
|
|
| 264,655 |
|
|
| 296,431 |
|
|
| 250,144 |
|
|
| 263,221 |
|
|
| 251,876 |
|
|
| 267,416 |
|
Diluted |
|
| 259,526 |
|
|
| 291,152 |
|
|
| 265,239 |
|
|
| 296,928 |
|
|
| 250,524 |
|
|
| 263,719 |
|
|
| 252,334 |
|
|
| 268,066 |
|
See notes to condensed consolidated financial statements.
1
Nucor Corporation Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
|
| Three Months (13 Weeks) Ended |
|
| Nine Months (39 Weeks) Ended |
| ||||||||||||||||||||||||||
|
| October 1, 2022 |
|
| October 2, 2021 |
|
| October 1, 2022 |
|
| October 2, 2021 |
|
| Three Months (13 Weeks) Ended |
|
| Six Months (26 Weeks) Ended |
| ||||||||||||||
Net earnings |
| $ | 1,799,043 |
|
| $ | 2,223,265 |
|
| $ | 6,753,395 |
|
| $ | 4,782,238 |
| ||||||||||||||||
|
| July 1, 2023 |
|
| July 2, 2022 |
|
| July 1, 2023 |
|
| July 2, 2022 |
| ||||||||||||||||||||
Net earnings before noncontrolling interests |
| $ | 1,587,075 |
|
| $ | 2,727,237 |
|
| $ | 2,818,704 |
|
| $ | 4,954,352 |
| ||||||||||||||||
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net unrealized income on hedging derivatives, net of income taxes of $8,800 and $6,100 for the third quarter of 2022 and 2021, respectively, and $30,700 and $9,100 for the first nine months of 2022 and 2021, respectively |
|
| 27,411 |
|
|
| 19,057 |
|
|
| 97,025 |
|
|
| 28,260 |
| ||||||||||||||||
Reclassification adjustment for settlement of hedging derivatives included in net earnings, net of income taxes of $(5,200) and $(800) for the third quarter of 2022 and 2021, respectively, and $(11,700) and $(700) for the first nine months of 2022 and 2021, respectively |
|
| (16,311 | ) |
|
| (2,457 | ) |
|
| (36,837 | ) |
|
| (1,760 | ) | ||||||||||||||||
Foreign currency translation (loss) gain, net of income taxes of $0 for the third quarter and first nine months of 2022 and 2021 |
|
| (43,843 | ) |
|
| (28,772 | ) |
|
| (48,459 | ) |
|
| 6,460 |
| ||||||||||||||||
Net unrealized income (loss) on hedging derivatives, |
|
| (4,428 | ) |
|
| 16,138 |
|
|
| (29,003 | ) |
|
| 69,614 |
| ||||||||||||||||
Reclassification adjustment for settlement of hedging |
|
| 6,228 |
|
|
| (15,136 | ) |
|
| 6,403 |
|
|
| (20,526 | ) | ||||||||||||||||
Foreign currency translation gain (loss), net of income |
|
| 34,586 |
|
|
| (27,308 | ) |
|
| 31,145 |
|
|
| (4,616 | ) | ||||||||||||||||
|
|
| (32,743 | ) |
|
| (12,172 | ) |
|
| 11,729 |
|
|
| 32,960 |
|
|
| 36,386 |
|
|
| (26,306 | ) |
|
| 8,545 |
|
|
| 44,472 |
|
Comprehensive income |
|
| 1,766,300 |
|
|
| 2,211,093 |
|
|
| 6,765,124 |
|
|
| 4,815,198 |
|
|
| 1,623,461 |
|
|
| 2,700,931 |
|
|
| 2,827,249 |
|
|
| 4,998,824 |
|
Comprehensive income attributable to noncontrolling interests |
|
| 104,295 |
|
|
| 95,522 |
|
|
| 401,791 |
|
|
| 205,195 |
|
|
| 125,721 |
|
|
| 166,004 |
|
|
| 220,808 |
|
|
| 297,496 |
|
Comprehensive income attributable to Nucor stockholders |
| $ | 1,662,005 |
|
| $ | 2,115,571 |
|
| $ | 6,363,333 |
|
| $ | 4,610,003 |
|
| $ | 1,497,740 |
|
| $ | 2,534,927 |
|
| $ | 2,606,441 |
|
| $ | 4,701,328 |
|
See notes to condensed consolidated financial statements.
2
Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
|
| Oct. 1, 2022 |
|
| Dec. 31, 2021 |
|
| July 1, 2023 |
|
| Dec. 31, 2022 |
| ||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Cash and cash equivalents |
| $ | 3,049,864 |
|
| $ | 2,364,858 |
|
| $ | 4,510,563 |
|
| $ | 4,280,852 |
|
Short-term investments |
|
| 377,426 |
|
|
| 253,005 |
|
|
| 870,475 |
|
|
| 576,946 |
|
Accounts receivable, net |
|
| 4,200,643 |
|
|
| 3,853,972 |
|
|
| 3,874,933 |
|
|
| 3,591,030 |
|
Inventories, net |
|
| 6,046,235 |
|
|
| 6,011,182 |
|
|
| 5,632,324 |
|
|
| 5,453,531 |
|
Other current assets |
|
| 682,289 |
|
|
| 316,540 |
|
|
| 402,213 |
|
|
| 789,325 |
|
Total current assets |
|
| 14,356,457 |
|
|
| 12,799,557 |
|
|
| 15,290,508 |
|
|
| 14,691,684 |
|
Property, plant and equipment, net |
|
| 9,440,074 |
|
|
| 8,114,818 |
|
|
| 10,093,399 |
|
|
| 9,616,920 |
|
Restricted cash and cash equivalents |
|
| 79,880 |
|
|
| 143,800 |
|
|
| 12,665 |
|
|
| 80,368 |
|
Goodwill |
|
| 3,917,452 |
|
|
| 2,827,344 |
|
|
| 3,926,197 |
|
|
| 3,920,060 |
|
Other intangible assets, net |
|
| 3,392,941 |
|
|
| 1,103,759 |
|
|
| 3,205,881 |
|
|
| 3,322,265 |
|
Other assets |
|
| 885,900 |
|
|
| 833,794 |
|
|
| 851,266 |
|
|
| 847,913 |
|
Total assets |
| $ | 32,072,704 |
|
| $ | 25,823,072 |
|
| $ | 33,379,916 |
|
| $ | 32,479,210 |
|
LIABILITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Short-term debt |
| $ | 64,649 |
|
| $ | 107,723 |
|
| $ | 33,339 |
|
| $ | 49,081 |
|
Current portion of long-term debt and finance lease obligations |
|
| 28,994 |
|
|
| 615,678 |
|
|
| 25,087 |
|
|
| 28,582 |
|
Accounts payable |
|
| 1,810,388 |
|
|
| 1,974,041 |
|
|
| 1,855,502 |
|
|
| 1,649,523 |
|
Salaries, wages and related accruals |
|
| 1,613,387 |
|
|
| 1,495,166 |
|
|
| 1,043,967 |
|
|
| 1,654,210 |
|
Accrued expenses and other current liabilities |
|
| 1,114,671 |
|
|
| 964,805 |
|
|
| 1,046,279 |
|
|
| 948,348 |
|
Total current liabilities |
|
| 4,632,089 |
|
|
| 5,157,413 |
|
|
| 4,004,174 |
|
|
| 4,329,744 |
|
Long-term debt and finance lease obligations due after one year |
|
| 6,617,030 |
|
|
| 4,961,410 |
|
|
| 6,620,686 |
|
|
| 6,613,687 |
|
Deferred credits and other liabilities |
|
| 1,998,906 |
|
|
| 1,100,455 |
|
|
| 1,814,128 |
|
|
| 1,965,873 |
|
Total liabilities |
|
| 13,248,025 |
|
|
| 11,219,278 |
|
|
| 12,438,988 |
|
|
| 12,909,304 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
EQUITY |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Nucor stockholders' equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Common stock |
|
| 152,061 |
|
|
| 152,061 |
|
|
| 152,061 |
|
|
| 152,061 |
|
Additional paid-in capital |
|
| 2,128,521 |
|
|
| 2,140,608 |
|
|
| 2,149,693 |
|
|
| 2,143,520 |
|
Retained earnings |
|
| 23,629,649 |
|
|
| 17,674,100 |
|
|
| 27,095,661 |
|
|
| 24,754,873 |
|
Accumulated other comprehensive loss, net of income taxes |
|
| (103,553 | ) |
|
| (115,282 | ) |
|
| (128,972 | ) |
|
| (137,517 | ) |
Treasury stock |
|
| (8,098,221 | ) |
|
| (5,835,098 | ) |
|
| (9,314,764 | ) |
|
| (8,498,243 | ) |
Total Nucor stockholders' equity |
|
| 17,708,457 |
|
|
| 14,016,389 |
|
|
| 19,953,679 |
|
|
| 18,414,694 |
|
Noncontrolling interests |
|
| 1,116,222 |
|
|
| 587,405 |
|
|
| 987,249 |
|
|
| 1,155,212 |
|
Total equity |
|
| 18,824,679 |
|
|
| 14,603,794 |
|
|
| 20,940,928 |
|
|
| 19,569,906 |
|
Total liabilities and equity |
| $ | 32,072,704 |
|
| $ | 25,823,072 |
|
| $ | 33,379,916 |
|
| $ | 32,479,210 |
|
See notes to condensed consolidated financial statements.
3
Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
|
| Nine Months (39 Weeks) Ended |
|
| Six Months (26 Weeks) Ended |
| ||||||||||
|
| Oct. 1, 2022 |
|
| Oct. 2, 2021 |
|
| July 1, 2023 |
|
| July 2, 2022 |
| ||||
Operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Net earnings |
| $ | 6,753,395 |
|
| $ | 4,782,238 |
| ||||||||
Net earnings before noncontrolling interests |
| $ | 2,818,704 |
|
| $ | 4,954,352 |
| ||||||||
Adjustments: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Depreciation |
|
| 609,933 |
|
|
| 546,619 |
|
|
| 448,836 |
|
|
| 397,270 |
|
Amortization |
|
| 164,480 |
|
|
| 76,656 |
|
|
| 117,231 |
|
|
| 87,267 |
|
Stock-based compensation |
|
| 99,838 |
|
|
| 97,652 |
|
|
| 83,587 |
|
|
| 74,219 |
|
Deferred income taxes |
|
| (33,116 | ) |
|
| 166,748 |
|
|
| (44,609 | ) |
|
| (36,220 | ) |
Distributions from affiliates |
|
| 25,571 |
|
|
| 200 |
|
|
| 18,621 |
|
|
| 2,287 |
|
Equity in earnings of unconsolidated affiliates |
|
| (23,246 | ) |
|
| (65,106 | ) |
|
| (4,754 | ) |
|
| (14,808 | ) |
Losses on assets |
|
| - |
|
|
| 50,970 |
| ||||||||
Changes in assets and liabilities (exclusive of acquisitions and dispositions): |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Accounts receivable |
|
| (104,751 | ) |
|
| (1,622,668 | ) |
|
| (270,314 | ) |
|
| (648,569 | ) |
Inventories |
|
| 371,068 |
|
|
| (1,976,738 | ) |
|
| (174,437 | ) |
|
| (157,976 | ) |
Accounts payable |
|
| (299,760 | ) |
|
| 343,014 |
|
|
| 242,071 |
|
|
| 198,062 |
|
Federal income taxes |
|
| (302,335 | ) |
|
| 262,195 |
|
|
| 396,341 |
|
|
| 33,441 |
|
Salaries, wages and related accruals |
|
| 121,243 |
|
|
| 835,381 |
|
|
| (573,993 | ) |
|
| (252,758 | ) |
Other operating activities |
|
| 156,201 |
|
|
| 123,202 |
|
|
| 70,313 |
|
|
| 97,174 |
|
Cash provided by operating activities |
|
| 7,538,521 |
|
|
| 3,620,363 |
|
|
| 3,127,597 |
|
|
| 4,733,741 |
|
Investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Capital expenditures |
|
| (1,430,125 | ) |
|
| (1,207,088 | ) |
|
| (1,057,086 | ) |
|
| (968,795 | ) |
Investment in and advances to affiliates |
|
| (246 | ) |
|
| (193 | ) |
|
| (35,078 | ) |
|
| (227 | ) |
Sale of business |
|
| 99,681 |
|
|
| - |
| ||||||||
Disposition of plant and equipment |
|
| 27,278 |
|
|
| 15,581 |
|
|
| 5,289 |
|
|
| 15,996 |
|
Acquisitions (net of cash acquired) |
|
| (3,549,764 | ) |
|
| (1,346,608 | ) |
|
| - |
|
|
| (3,465,866 | ) |
Purchases of investments |
|
| (563,770 | ) |
|
| (394,141 | ) |
|
| (701,639 | ) |
|
| (330,278 | ) |
Proceeds from the sale of investments |
|
| 439,348 |
|
|
| 554,898 |
|
|
| 408,854 |
|
|
| 219,996 |
|
Other investing activities |
|
| (9,595 | ) |
|
| 1,042 |
|
|
| - |
|
|
| (7,096 | ) |
Cash used in investing activities |
|
| (4,987,193 | ) |
|
| (2,376,509 | ) |
|
| (1,379,660 | ) |
|
| (4,536,270 | ) |
Financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Net change in short-term debt |
|
| (43,074 | ) |
|
| 44,831 |
|
|
| (15,742 | ) |
|
| (7,214 | ) |
Proceeds from issuance of long-term debt, net of discount |
|
| 2,091,934 |
|
|
| 196,990 |
|
|
| - |
|
|
| 2,091,934 |
|
Repayment of long-term debt |
|
| (1,108,500 | ) |
|
| - |
|
|
| (5,000 | ) |
|
| (506,000 | ) |
Bond issuance costs |
|
| (13,138 | ) |
|
| - |
|
|
| - |
|
|
| (13,138 | ) |
Proceeds from exercise of stock options |
|
| 21,604 |
|
|
| 143,874 |
|
|
| 7,123 |
|
|
| 18,819 |
|
Payment of tax withholdings on certain stock-based compensation |
|
| (62,869 | ) |
|
| (71,494 | ) |
|
| (42,120 | ) |
|
| (58,218 | ) |
Distributions to noncontrolling interests |
|
| (300,772 | ) |
|
| (120,619 | ) |
|
| (388,771 | ) |
|
| (268,535 | ) |
Cash dividends |
|
| (404,150 | ) |
|
| (366,606 | ) |
|
| (259,894 | ) |
|
| (272,038 | ) |
Acquisition of treasury stock |
|
| (2,359,971 | ) |
|
| (1,773,848 | ) |
|
| (876,698 | ) |
|
| (1,707,893 | ) |
Proceeds from government incentives |
|
| 275,000 |
|
|
| - |
|
|
| - |
|
|
| 125,000 |
|
Other financing activities |
|
| (21,085 | ) |
|
| (7,993 | ) |
|
| (8,296 | ) |
|
| (17,059 | ) |
Cash used in financing activities |
|
| (1,925,021 | ) |
|
| (1,954,865 | ) |
|
| (1,589,398 | ) |
|
| (614,342 | ) |
Effect of exchange rate changes on cash |
|
| (5,221 | ) |
|
| 1,720 |
|
|
| 3,469 |
|
|
| (817 | ) |
Increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents |
|
| 621,086 |
|
|
| (709,291 | ) |
|
| 162,008 |
|
|
| (417,688 | ) |
Cash and cash equivalents and restricted cash and cash equivalents - beginning of year |
|
| 2,508,658 |
|
|
| 2,754,929 |
|
|
| 4,361,220 |
|
|
| 2,508,658 |
|
Cash and cash equivalents and restricted cash and cash equivalents - end of nine months |
| $ | 3,129,744 |
|
| $ | 2,045,638 |
| ||||||||
Cash and cash equivalents and restricted cash and cash |
| $ | 4,523,228 |
|
| $ | 2,090,970 |
| ||||||||
Non-cash investing activity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Change in accrued plant and equipment purchases |
| $ | (31,469 | ) |
| $ | 14,997 |
|
| $ | (36,580 | ) |
| $ | (23,583 | ) |
See notes to condensed consolidated financial statements.
4
Nucor Corporation – Notes to Condensed Consolidated Financial Statements (Unaudited)
1. Basis of Interim Presentation
The information furnished in this Item 1 reflects all adjustments which are, in the opinion of management, necessary to make 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, 20212022 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The unaudited condensed consolidated financial statements included in this Item 1 should be read in conjunction with the audited consolidated financial statements and the notes thereto included in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2021.2022.
2. Inventories
Inventories consisted of approximately 39%36% raw materials and supplies and 61%64% finished and semi-finished products at OctoberJuly 1, 2022 (43%2023 (37% and 57%63%, respectively, at December 31, 2021)2022). 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 $10.91$11.52 billion at OctoberJuly 1, 20222023 ($10.3911.12 billion at December 31, 2021)2022).
4. Goodwill and Other Intangible Assets
The change in the net carrying amount of goodwill for the ninesix months ended OctoberJuly 1, 20222023 by segment was as follows (in thousands):
|
| Steel Mills |
|
| Steel Products |
|
| Raw Materials |
|
| Total |
| ||||
Balance at December 31, 2021 |
| $ | 613,175 |
|
| $ | 1,439,874 |
|
| $ | 774,295 |
|
| $ | 2,827,344 |
|
Acquisitions |
|
| 62,011 |
|
|
| 1,083,200 |
|
|
| - |
|
|
| 1,145,211 |
|
Other |
|
| - |
|
|
| - |
|
|
| (39,466 | ) |
|
| (39,466 | ) |
Translation |
|
| - |
|
|
| (15,637 | ) |
|
| - |
|
|
| (15,637 | ) |
Balance at October 1, 2022 |
| $ | 675,186 |
|
| $ | 2,507,437 |
|
| $ | 734,829 |
|
| $ | 3,917,452 |
|
|
| Steel Mills |
|
| Steel Products |
|
| Raw Materials |
|
| Total |
| ||||
Balance at December 31, 2022 |
| $ | 675,186 |
|
| $ | 2,510,045 |
|
| $ | 734,829 |
|
| $ | 3,920,060 |
|
Acquisitions |
|
| - |
|
|
| (3,740 | ) |
|
| - |
|
|
| (3,740 | ) |
Translation |
|
| - |
|
|
| 9,877 |
|
|
| - |
|
|
| 9,877 |
|
Balance at July 1, 2023 |
| $ | 675,186 |
|
| $ | 2,516,182 |
|
| $ | 734,829 |
|
| $ | 3,926,197 |
|
Nucor completed its most recent annual goodwill impairment testing as of the first day of the fourth quarter of 20212022 and concluded that as of such date there was no impairment of goodwill for any of its reporting units.
The annual assessment performed in 20212022 for one of the Company’s reporting units, Rebar Fabrication, used forward-looking projections in future cash flows. The fair value of this reporting unit exceeded its carrying value by approximately 54%34% in the most recent assessment. If our assessment of the relevant facts and circumstances changes, including if the expected future performance of this reporting unit declines from the most recent assessment, non-cash impairment charges may be required. Total goodwill associated with the Rebar Fabrication reporting unit was $350.0$356.3 million as of OctoberJuly 1, 20222023 ($363.0347.6 million as of December 31, 2021)2022). 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 $38.1$33.3 million as of OctoberJuly 1, 20222023 ($45.036.3 million as of December 31, 2021)2022). There have been no triggering events requiring an interim assessment for impairment of the Rebar Fabrication reporting unit since the most recent annual goodwill impairment testing date.
5
Intangible assets with estimated useful lives of five to 25 years are amortized on a straight-line or accelerated basis and were comprisedconsisted of the following as of OctoberJuly 1, 20222023 and December 31, 20212022 (in thousands):
|
| October 1, 2022 |
|
| December 31, 2021 |
|
| July 1, 2023 |
|
| December 31, 2022 |
| ||||||||||||||||||||
|
| Gross Amount |
|
| Accumulated Amortization |
|
| Gross Amount |
|
| Accumulated Amortization |
|
| Gross Amount |
|
| Accumulated |
|
| Gross Amount |
|
| Accumulated |
| ||||||||
Customer relationships |
| $ | 4,174,901 |
|
| $ | 1,035,901 |
|
| $ | 1,872,348 |
|
| $ | 924,506 |
|
| $ | 4,175,432 |
|
| $ | 1,191,801 |
|
| $ | 4,174,724 |
|
| $ | 1,087,834 |
|
Trademarks and trade names |
|
| 364,140 |
|
|
| 126,781 |
|
|
| 217,255 |
|
|
| 99,906 |
|
|
| 364,245 |
|
|
| 153,691 |
|
|
| 364,106 |
|
|
| 142,363 |
|
Other |
|
| 109,746 |
|
|
| 93,164 |
|
|
| 105,522 |
|
|
| 66,954 |
|
|
| 109,746 |
|
|
| 98,050 |
|
|
| 109,746 |
|
|
| 96,114 |
|
|
| $ | 4,648,787 |
|
| $ | 1,255,846 |
|
| $ | 2,195,125 |
|
| $ | 1,091,366 |
|
| $ | 4,649,423 |
|
| $ | 1,443,542 |
|
| $ | 4,648,576 |
|
| $ | 1,326,311 |
|
Intangible asset amortization expense in the thirdsecond quarter of 2023 and 2022 and 2021 was $77.2$58.4 million and $34.8$45.9 million, respectively, and $164.5$117.2 million and $76.7$87.3 million in the first ninesix months of 2023 and 2022, and 2021, respectively.respectively. Annual amortization expense is estimated to be $235.0 million in 2022; $236.2$233.5 million in 2023; $234.7$233.4 million in 2024; $233.7$232.4 million in 2025; and $230.7$229.4 million in 2026.2026; and $225.1 million in 2027.
5. Current Liabilities
Book overdrafts, included in accounts payable in the condensed consolidated balance sheets, were $125.8$152.4 million at OctoberJuly 1, 20222023 ($143.8163.6 million at December 31, 2021)2022). Dividends payable, included in accrued expenses and other current liabilities in the condensed consolidated balance sheets, were $129.5$127.7 million at OctoberJuly 1, 20222023 ($137.6130.5 million at December 31, 2021)2022).
6. Fair Value Measurements
The following table summarizes information regarding Nucor’s financial assets and financial liabilities that were measured at fair value as of OctoberJuly 1, 20222023 and December 31, 20212022 (in thousands). Nucor does not have any non-financial assets or non-financial liabilities that are measured at fair value on a recurring basis.
|
|
|
|
|
| Fair Value Measurements at Reporting Date Using |
|
|
|
| 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 |
|
| Quoted Prices |
|
| Significant |
|
| Significant |
| ||||||||
As of October 1, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
Cash equivalents |
| $ | 2,161,011 |
|
| $ | 2,161,011 |
|
| $ | - |
|
| $ | - |
| ||||||||||||||||
Short-term investments |
|
| 377,426 |
|
|
| 377,426 |
|
|
| - |
|
|
| - |
| ||||||||||||||||
Restricted cash and cash equivalents |
|
| 79,880 |
|
|
| 79,880 |
|
|
| - |
|
|
| - |
| ||||||||||||||||
Derivative contracts |
|
| 96,222 |
|
| - |
|
|
| 96,222 |
|
|
| - |
| |||||||||||||||||
Total assets |
| $ | 2,714,539 |
|
| $ | 2,618,317 |
|
| $ | 96,222 |
|
| $ | - |
| ||||||||||||||||
As of December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||
As of July 1, 2023 |
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
Cash equivalents |
| $ | 1,776,477 |
|
| $ | 1,776,477 |
|
| $ | - |
|
| $ | - |
|
| $ | 3,980,583 |
|
| $ | 3,980,583 |
|
| $ | - |
|
| $ | - |
|
Short-term investments |
|
| 253,005 |
|
|
| 253,005 |
|
|
| - |
|
|
| - |
|
|
| 870,475 |
|
|
| 870,475 |
|
|
| - |
|
|
| - |
|
Restricted cash and cash equivalents |
|
| 143,800 |
|
|
| 143,800 |
|
|
| - |
|
|
| - |
|
|
| 12,665 |
|
|
| 12,665 |
|
|
| - |
|
|
| - |
|
Derivative contracts |
|
| 6,633 |
|
|
| - |
|
|
| 6,633 |
|
|
| - |
|
|
| 7,263 |
|
|
| - |
|
|
| 7,263 |
|
|
| - |
|
Total assets |
| $ | 2,179,915 |
|
| $ | 2,173,282 |
|
| $ | 6,633 |
|
| $ | - |
|
| $ | 4,870,986 |
|
| $ | 4,863,723 |
|
| $ | 7,263 |
|
| $ | - |
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Derivative contracts |
| $ | (2,666 | ) |
| $ | - |
|
| $ | (2,666 | ) |
| $ | - |
|
| $ | (621 | ) |
| $ | - |
|
| $ | (621 | ) |
| $ | - |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
As of December 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Assets: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Cash equivalents |
| $ | 3,182,631 |
|
| $ | 3,182,631 |
|
| $ | - |
|
| $ | - |
| ||||||||||||||||
Short-term investments |
|
| 576,946 |
|
|
| 576,946 |
|
|
| - |
|
|
| - |
| ||||||||||||||||
Restricted cash and cash equivalents |
|
| 80,368 |
|
|
| 80,368 |
|
|
| - |
|
|
| - |
| ||||||||||||||||
Derivative contracts |
|
| 34,400 |
|
|
| - |
|
|
| 34,400 |
|
|
| - |
| ||||||||||||||||
Total assets |
| $ | 3,874,345 |
|
| $ | 3,839,945 |
|
| $ | 34,400 |
|
| $ | - |
| ||||||||||||||||
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||
Derivative contracts |
| $ | (1,370 | ) |
| $ | - |
|
| $ | (1,370 | ) |
| $ | - |
|
6
Fair value measurements for Nucor’s cash equivalents, short-term investments and restricted cash and cash equivalents are classified under Level 1 because such measurements are based on quoted market prices in active markets for identical assets. Our short-term investments at OctoberJuly 1, 20222023 consisted of certificates of deposit, commercial paper and corporate notes. 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. There were no transfers between the levels in the fair value hierarchy for the periods presented.
The fair value of short-term and long-term debt, including current maturities, was approximately $5.80$5.96 billion at OctoberJuly 1, 20222023 (approximately $6.06$5.93 billion at December 31, 2021)2022). The debt fair value estimates are classified under Level 2 because such estimates are based on readily available market prices of our debt at OctoberJuly 1, 20222023 and December 31, 2021,2022, or similar debt with the same maturities, ratings and interest rates.
7. Contingencies
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.
8. Stock-Based Compensation
Stock Options
A summary of activity under Nucor’s stock option plans for the first ninesix months of 20222023 is as follows (shares and aggregate intrinsic value in thousands):
|
|
|
|
| Weighted- |
|
| Weighted- |
|
|
| |||
|
|
|
|
| Average |
|
| Average |
| Aggregate |
| |||
|
|
|
|
| Exercise |
|
| Remaining |
| Intrinsic |
| |||
|
| Shares |
|
| Price |
|
| Contractual Life |
| Value |
| |||
Number of shares under stock options: |
|
|
|
|
|
|
|
|
|
|
| |||
Outstanding at beginning of year |
|
| 837 |
|
| $ | 66.76 |
|
|
|
|
|
| |
Granted |
|
| 91 |
|
| $ | 133.03 |
|
|
|
|
|
| |
Exercised |
|
| (131 | ) |
| $ | 54.49 |
|
|
|
| $ | 15,539 |
|
Canceled |
|
| - |
|
| $ | - |
|
|
|
|
|
| |
Outstanding at July 1, 2023 |
|
| 797 |
|
| $ | 76.32 |
|
| 7.5 years |
| $ | 69,890 |
|
Stock options exercisable at July 1, 2023 |
|
| 512 |
|
| $ | 49.84 |
|
| 6.7 years |
| $ | 58,494 |
|
|
|
|
|
|
| Weighted- |
|
| Weighted- |
|
|
|
| |
|
|
|
|
|
| Average |
|
| Average |
| Aggregate |
| ||
|
|
|
|
|
| Exercise |
|
| Remaining |
| Intrinsic |
| ||
|
| Shares |
|
| Price |
|
| Contractual Life |
| Value |
| |||
Number of shares under stock options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at beginning of year |
|
| 1,186 |
|
| $ | 55.58 |
|
|
|
|
|
|
|
Granted |
|
| 98 |
|
| $ | 130.71 |
|
|
|
|
|
|
|
Exercised |
|
| (421 | ) |
| $ | 51.36 |
|
|
|
| $ | 29,619 |
|
Canceled |
|
| - |
|
| $ | - |
|
|
|
|
|
|
|
Outstanding at October 1, 2022 |
|
| 863 |
|
| $ | 66.18 |
|
| 7.3 years |
| $ | 38,058 |
|
Stock options exercisable at October 1, 2022 |
|
| 339 |
|
| $ | 58.67 |
|
| 6.0 years |
| $ | 16,718 |
|
For the 2023 stock option grant, the grant date fair value of $49.62 per share was calculated using the Black-Scholes options pricing model with the following assumptions:
Exercise price |
| $ | 133.03 |
|
Expected dividend yield |
|
| 1.53 | % |
Expected stock price volatility |
|
| 37.55 | % |
Risk-free interest rate |
|
| 3.66 | % |
Expected life (in years) |
|
| 6.5 |
|
Compensation expense for stock options was $0.5$3.4 million and $3.9 million in the thirdsecond quarter of both2023 and 2022, respectively, and 2021 $and $4.93.9 million and $3.4$4.4 million in the first ninesix months of 2023 and 2022, and 2021, respectively.respectively. As of OctoberJuly 1, 2022,2023, unrecognized compensation expense related to stock options was $2.7$2.8 million, which we expect to recognize over a weighted-average period of 1.82.2 years.
7
Restricted Stock Units
A summary of Nucor’s restricted stock unit (“RSU”) activity for the first ninesix months of 20222023 is as follows (shares in thousands):
|
| Shares |
|
| Grant Date Fair Value Per Share |
|
| Shares |
|
| Grant Date |
| ||||
Restricted stock units: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
Unvested at beginning of year |
|
| 1,167 |
|
| $ | 60.45 |
|
|
| 1,003 |
|
| $ | 98.66 |
|
Granted |
|
| 774 |
|
| $ | 130.71 |
|
|
| 831 |
|
| $ | 133.03 |
|
Vested |
|
| (889 | ) |
| $ | 77.51 |
|
|
| (863 | ) |
| $ | 102.49 |
|
Canceled |
|
| (22 | ) |
| $ | 93.12 |
|
|
| (10 | ) |
| $ | 96.92 |
|
Unvested at October 1, 2022 |
|
| 1,030 |
|
| $ | 97.84 |
| ||||||||
Unvested at July 1, 2023 |
|
| 961 |
|
| $ | 124.96 |
|
Compensation expense for RSUs was $16.3$48.5 million and $10.4$41.9 million in the thirdsecond quarter of 2023 and 2022, respectively, and 2021, respectively, $and $67.260.7 million and $42.4$50.9 million in the first ninesix months of 2023 and 2022, and 2021, respectively.respectively. As of OctoberJuly 1, 2022,2023, unrecognized compensation expense related to unvested RSUs was $75.9$111.9 million, which we expect to recognize over a weighted-average period of 1.31.8 years.
Restricted Stock Awards
A summary of Nucor’s restricted stock activity under the Nucor Corporation Senior Officers Annual Incentive Plan (a supplement to the Nucor Corporation 2014 Omnibus Incentive Compensation Plan, the “AIP”) and the Nucor Corporation Senior Officers Long-Term Incentive Plan (a supplement to the Nucor Corporation 2014 Omnibus Incentive Compensation Plan, the “LTIP”) for the first ninesix months of 20222023 is as follows (shares in thousands):
|
|
|
|
|
| Grant Date |
|
|
|
| Grant Date |
| ||||
|
| Shares |
|
| Fair Value Per Share |
|
| Shares |
|
| Fair Value |
| ||||
Restricted stock units and restricted stock awards: |
|
|
|
|
|
|
|
|
|
|
|
|
| |||
Unvested at beginning of year |
|
| 107 |
|
| $ | 57.17 |
|
|
| 209 |
|
| $ | 108.55 |
|
Granted |
|
| 465 |
|
| $ | 128.62 |
|
|
| 414 |
|
| $ | 171.38 |
|
Vested |
|
| (353 | ) |
| $ | 109.72 |
|
|
| (406 | ) |
| $ | 152.68 |
|
Canceled |
|
| (6 | ) |
| $ | 115.36 |
|
|
| (7 | ) |
| $ | 171.38 |
|
Unvested at October 1, 2022 |
|
| 213 |
|
| $ | 108.80 |
| ||||||||
Unvested at July 1, 2023 |
|
| 210 |
|
| $ | 144.98 |
|
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 $8.9$11.7 million and $20.1$1.8 million in the thirdsecond quarter of 2023 and 2022, respectively, and 2021, respectively, $and $27.719.4 million and $51.9$18.8 million in the first ninesix months of 2023 and 2022, and 2021, respectively.respectively. As of OctoberJuly 1, 2022,2023, unrecognized compensation expense related to unvested restricted stock awards was $6.4$10.7 million, which we expect to recognize over a weighted-average period of 2.0 years.
9. 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 $214.4$194.4 million and $274.9$333.0 million in the thirdsecond quarter of 2023 and 2022, respectively, and 2021, respectively$, and $834.3356.6 million and $596.2$619.9 million in the first ninesix months of 2023 and 2022, and 2021, respectively.respectively. The related liability for these benefits is included in salaries, wages and related accruals in the condensed consolidated balance sheets.
8
10. Interest Expense (Income)
The components of net interest expense for the thirdsecond quarter and first ninesix months of 20222023 and 20212022 are as follows (in thousands):
|
| Three Months (13 Weeks) Ended |
|
| Six Months (26 Weeks) Ended |
| ||||||||||
|
| July 1, 2023 |
|
| July 2, 2022 |
|
| July 1, 2023 |
|
| July 2, 2022 |
| ||||
Interest expense |
| $ | 60,806 |
|
| $ | 63,514 |
|
| $ | 123,488 |
|
| $ | 107,590 |
|
Interest income |
|
| (56,208 | ) |
|
| (5,751 | ) |
|
| (108,707 | ) |
|
| (6,692 | ) |
Interest expense, net |
| $ | 4,598 |
|
| $ | 57,763 |
|
| $ | 14,781 |
|
| $ | 100,898 |
|
|
| Three Months (13 Weeks) Ended |
|
| Nine Months (39 Weeks) Ended |
| ||||||||||
|
| October 1, 2022 |
|
| October 2, 2021 |
|
| October 1, 2022 |
|
| October 2, 2021 |
| ||||
Interest expense |
| $ | 54,569 |
|
| $ | 43,908 |
|
| $ | 162,159 |
|
| $ | 122,539 |
|
Interest income |
|
| (12,222 | ) |
|
| (623 | ) |
|
| (18,914 | ) |
|
| (3,830 | ) |
Interest expense, net |
| $ | 42,347 |
|
| $ | 43,285 |
|
| $ | 143,245 |
|
| $ | 118,709 |
|
11. Income Taxes
The effective tax rate for the thirdsecond quarter of 20222023 was 22.6%22.6% compared to 22.5%21.9% for the thirdsecond quarter of 2021.2022.
The Internal Revenue Service (the “IRS”) is currently examining Nucor’s 2015, 2019 and 2020 federal income tax returns. Nucor has concluded U.S. federal income tax matters for tax years through 2014, and for tax years 2016 and 2018. The tax years 2017 and 2021 remain open to examination by the IRS. The 2015 and 2018through 2021 Canadian income tax returns for Harris Steel Group Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 2016 through 20212022 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 $10.6 million at July 1, 2023 ($19.3 million at December 31, 2022). Non-current deferred tax liabilities included in deferred credits and other liabilities in the condensed consolidated balance sheets were $1.30$1.24 billion at OctoberJuly 1, 20222023 ($610.3 million1.30 billion at December 31, 2021)2022). The increase in non-current deferred tax liabilities in the first nine months of 2022 was primarily due to deferred tax liabilities related to the acquisition of
C.H.I. Overhead Doors, LLC (“C.H.I.”) on June 24, 2022. See Note 18 for more information regarding the acquisition.
9
12. Stockholders’ Equity
The following tables reflect the changes in stockholders’ equity attributable to Nucor and the noncontrolling interests of Nucor’s joint ventures, Nucor-Yamato Steel Company (Limited Partnership) (“NYS”) and California Steel Industries, Inc. (“CSI”), in both of which Nucor owns 51%51%, for the three months and ninesix months ended OctoberJuly 1, 20222023 and OctoberJuly 2, 20212022 (in thousands):
|
|
|
|
|
| Three Months (13 Weeks) Ended October 1, 2022 |
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
| Three Months (13 Weeks) Ended July 1, 2023 |
|
|
|
| ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
|
|
| Other |
|
| Treasury Stock |
|
| Nucor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
| Total |
|
|
|
| |||||||||||||||||||||||||
|
|
|
|
|
| Common Stock |
|
| Paid-in |
|
| Retained |
|
| Comprehensive |
|
| (at cost) |
|
| Stockholders' |
|
| Noncontrolling |
|
|
|
|
|
|
|
| Additional |
|
|
|
| Other |
|
| Treasury Stock |
|
| Nucor |
|
|
|
| ||||||||||||||||||||||||||||||||
|
| Total |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Earnings |
|
| Income (Loss) |
|
| Shares |
|
| Amount |
|
| Equity |
|
| Interests |
|
|
|
| Common Stock |
|
| Paid-in |
|
| Retained |
|
| Comprehensive |
|
| (at cost) |
|
| Stockholders' |
|
| Noncontrolling |
| |||||||||||||||||||||||||||
BALANCES, July 2, 2022 |
| $ | 17,852,808 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,115,178 |
|
| $ | 22,064,383 |
|
| $ | (70,810 | ) |
|
| 118,368 |
|
| $ | (7,452,168 | ) |
| $ | 16,808,644 |
|
| $ | 1,044,164 |
| ||||||||||||||||||||||||||||||||||||||||
Net earnings |
|
| 1,799,043 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,694,748 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,694,748 |
|
|
| 104,295 |
| ||||||||||||||||||||||||||||||||||||||||
|
| Total |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Earnings |
|
| Income (Loss) |
|
| Shares |
|
| Amount |
|
| Equity |
|
| Interests |
| ||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCES, April 1, 2023 |
| $ | 19,929,870 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,168,770 |
|
| $ | 25,762,032 |
|
| $ | (165,358 | ) |
|
| 128,930 |
|
| $ | (8,900,124 | ) |
| $ | 19,017,381 |
|
| $ | 912,489 |
| ||||||||||||||||||||||||||||||||||||||||
Net earnings before noncontrolling interests |
|
| 1,587,075 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,461,354 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,461,354 |
|
|
| 125,721 |
| ||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) |
|
| (32,743 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (32,743 | ) |
|
| - |
|
|
| - |
|
|
| (32,743 | ) |
|
| - |
|
|
| 36,386 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 36,386 |
|
|
| - |
|
|
| - |
|
|
| 36,386 |
|
|
| - |
|
Stock options exercised |
|
| 2,784 |
|
|
| - |
|
|
| - |
|
|
| (1,181 | ) |
|
| - |
|
|
| - |
|
|
| (62 | ) |
|
| 3,965 |
|
|
| 2,784 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
|
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
| |
Stock option expense |
|
| 475 |
|
|
| - |
|
|
| - |
|
|
| 475 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 475 |
|
|
| - |
|
|
| 3,447 |
|
|
| - |
|
|
| - |
|
|
| 3,447 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,447 |
|
|
| - |
|
Issuance of stock under award plans, net of forfeitures |
|
| 15,009 |
|
|
| - |
|
|
| - |
|
|
| 12,949 |
|
|
| - |
|
|
| - |
|
|
| (31 | ) |
|
| 2,060 |
|
|
| 15,009 |
|
|
| - |
|
|
| 16,149 |
|
|
| - |
|
|
| - |
|
|
| (24,025 | ) |
|
| - |
|
|
| - |
|
|
| (566 | ) |
|
| 40,174 |
|
|
| 16,149 |
|
|
| - |
|
Amortization of unearned compensation |
|
| 1,100 |
|
|
| - |
|
|
| - |
|
|
| 1,100 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,100 |
|
|
| - |
|
|
| 1,501 |
|
|
| - |
|
|
| - |
|
|
| 1,501 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,501 |
|
|
| - |
|
Treasury stock acquired |
|
| (652,078 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 5,334 |
|
|
| (652,078 | ) |
|
| (652,078 | ) |
|
| - |
|
|
| (454,814 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,067 |
|
|
| (454,814 | ) |
|
| (454,814 | ) |
|
| - |
|
Cash dividends declared |
|
| (129,482 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (129,482 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (129,482 | ) |
|
| - |
|
|
| (127,725 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (127,725 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (127,725 | ) |
|
| - |
|
Distributions to noncontrolling interests |
|
| (32,237 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (32,237 | ) |
|
| (50,961 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (50,961 | ) |
BALANCES, October 1, 2022 |
| $ | 18,824,679 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,128,521 |
|
| $ | 23,629,649 |
|
| $ | (103,553 | ) |
|
| 123,609 |
|
| $ | (8,098,221 | ) |
| $ | 17,708,457 |
|
| $ | 1,116,222 |
| ||||||||||||||||||||||||||||||||||||||||
BALANCES, July 1, 2023 |
| $ | 20,940,928 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,149,693 |
|
| $ | 27,095,661 |
|
| $ | (128,972 | ) |
|
| 131,431 |
|
| $ | (9,314,764 | ) |
| $ | 19,953,679 |
|
| $ | 987,249 |
|
|
|
|
|
|
| Nine Months (39 Weeks) Ended October 1, 2022 |
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
|
|
| Total |
|
|
|
|
|
|
|
| Six Months (26 Weeks) Ended July 1, 2023 |
|
|
|
| ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
|
|
| Other |
|
| Treasury Stock |
|
| Nucor |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
| Total |
|
|
|
| |||||||||||||||||||||||||
|
|
|
|
|
| Common Stock |
|
| Paid-in |
|
| Retained |
|
| Comprehensive |
|
| (at cost) |
|
| Stockholders' |
|
| Noncontrolling |
|
|
|
|
|
|
|
| Additional |
|
|
|
| Other |
|
| Treasury Stock |
|
| Nucor |
|
|
|
| ||||||||||||||||||||||||||||||||
|
| Total |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Earnings |
|
| Income (Loss) |
|
| Shares |
|
| Amount |
|
| Equity |
|
| Interests |
|
|
|
| Common Stock |
|
| Paid-in |
|
| Retained |
|
| Comprehensive |
|
| (at cost) |
|
| Stockholders' |
|
| Noncontrolling |
| |||||||||||||||||||||||||||
BALANCES, December 31, 2021 |
| $ | 14,603,794 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,140,608 |
|
| $ | 17,674,100 |
|
| $ | (115,282 | ) |
|
| 107,742 |
|
| $ | (5,835,098 | ) |
| $ | 14,016,389 |
|
| $ | 587,405 |
| ||||||||||||||||||||||||||||||||||||||||
Net earnings |
|
| 6,753,395 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 6,351,604 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 6,351,604 |
|
|
| 401,791 |
| ||||||||||||||||||||||||||||||||||||||||
|
| Total |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Earnings |
|
| Income (Loss) |
|
| Shares |
|
| Amount |
|
| Equity |
|
| Interests |
| ||||||||||||||||||||||||||||||||||||||||||||||||||
BALANCES, December 31, 2022 |
| $ | 19,569,906 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,143,520 |
|
| $ | 24,754,873 |
|
| $ | (137,517 | ) |
|
| 126,661 |
|
| $ | (8,498,243 | ) |
| $ | 18,414,694 |
|
| $ | 1,155,212 |
| ||||||||||||||||||||||||||||||||||||||||
Net earnings before noncontrolling interests |
|
| 2,818,704 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2,597,896 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2,597,896 |
|
|
| 220,808 |
| ||||||||||||||||||||||||||||||||||||||||
Other comprehensive income (loss) |
|
| 11,729 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 11,729 |
|
|
| - |
|
|
| - |
|
|
| 11,729 |
|
|
| - |
|
|
| 8,545 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 8,545 |
|
|
| - |
|
|
| - |
|
|
| 8,545 |
|
|
| - |
|
Stock options exercised |
|
| 21,604 |
|
|
| - |
|
|
| - |
|
|
| (2,489 | ) |
|
| - |
|
|
| - |
|
|
| (421 | ) |
|
| 24,093 |
|
|
| 21,604 |
|
|
| - |
|
|
| 7,123 |
|
|
| - |
|
|
| - |
|
|
| (1,749 | ) |
|
| - |
|
|
| - |
|
|
| (131 | ) |
|
| 8,872 |
|
|
| 7,123 |
|
|
| - |
|
Stock option expense |
|
| 4,897 |
|
|
| - |
|
|
| - |
|
|
| 4,897 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 4,897 |
|
|
| - |
|
|
| 3,922 |
|
|
| - |
|
|
| - |
|
|
| 3,922 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,922 |
|
|
| - |
|
Issuance of stock under award plans, net of forfeitures |
|
| 54,560 |
|
|
| - |
|
|
| - |
|
|
| (18,195 | ) |
|
| - |
|
|
| - |
|
|
| (1,194 | ) |
|
| 72,755 |
|
|
| 54,560 |
|
|
| - |
|
|
| 59,969 |
|
|
| - |
|
|
| - |
|
|
| 735 |
|
|
| - |
|
|
| - |
|
|
| (889 | ) |
|
| 59,234 |
|
|
| 59,969 |
|
|
| - |
|
Amortization of unearned compensation |
|
| 3,700 |
|
|
| - |
|
|
| - |
|
|
| 3,700 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,700 |
|
|
| - |
|
|
| 3,265 |
|
|
| - |
|
|
| - |
|
|
| 3,265 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,265 |
|
|
| - |
|
Treasury stock acquired |
|
| (2,359,971 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 17,482 |
|
|
| (2,359,971 | ) |
|
| (2,359,971 | ) |
|
| - |
|
|
| (884,627 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 5,790 |
|
|
| (884,627 | ) |
|
| (884,627 | ) |
|
| - |
|
Cash dividends declared |
|
| (396,055 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (396,055 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (396,055 | ) |
|
| - |
|
|
| (257,108 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (257,108 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (257,108 | ) |
|
| - |
|
Distributions to noncontrolling interests |
|
| (300,772 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (300,772 | ) |
|
| (388,771 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (388,771 | ) |
Acquisition of noncontrolling interest in CSI |
|
| 427,798 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 427,798 |
| ||||||||||||||||||||||||||||||||||||||||
BALANCES, October 1, 2022 |
| $ | 18,824,679 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,128,521 |
|
| $ | 23,629,649 |
|
| $ | (103,553 | ) |
|
| 123,609 |
|
| $ | (8,098,221 | ) |
| $ | 17,708,457 |
|
| $ | 1,116,222 |
| ||||||||||||||||||||||||||||||||||||||||
BALANCES, July 1, 2023 |
| $ | 20,940,928 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,149,693 |
|
| $ | 27,095,661 |
|
| $ | (128,972 | ) |
|
| 131,431 |
|
| $ | (9,314,764 | ) |
| $ | 19,953,679 |
|
| $ | 987,249 |
|
10
|
|
|
|
| Three Months (13 Weeks) Ended July 2, 2022 |
|
|
|
| |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Accumulated |
|
|
|
|
|
|
|
| Total |
|
|
|
| ||||||||||
|
|
|
|
|
|
|
|
|
|
| Additional |
|
|
|
|
| Other |
|
| Treasury Stock |
|
| Nucor |
|
|
|
| |||||||||||||
|
|
|
|
| Common Stock |
|
| Paid-in |
|
| Retained |
|
| Comprehensive |
|
| (at cost) |
|
| Stockholders' |
|
| Noncontrolling |
| ||||||||||||||||
|
| Total |
|
| Shares |
|
| Amount |
|
| Capital |
|
| Earnings |
|
| Income (Loss) |
|
| Shares |
|
| Amount |
|
| Equity |
|
| Interests |
| ||||||||||
BALANCES, April 2, 2022 |
| $ | 16,143,120 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,163,129 |
|
| $ | 19,635,277 |
|
| $ | (44,504 | ) |
|
| 114,092 |
|
| $ | (6,701,401 | ) |
| $ | 15,204,562 |
|
| $ | 938,558 |
|
Net earnings before noncontrolling interests |
|
| 2,727,237 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2,561,233 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2,561,233 |
|
|
| 166,004 |
|
Other comprehensive income (loss) |
|
| (26,306 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (26,306 | ) |
|
| - |
|
|
| - |
|
|
| (26,306 | ) |
|
| - |
|
Stock options exercised |
|
| 2,233 |
|
|
| - |
|
|
| - |
|
|
| (802 | ) |
|
| - |
|
|
| - |
|
|
| (49 | ) |
|
| 3,035 |
|
|
| 2,233 |
|
|
| - |
|
Stock option expense |
|
| 3,964 |
|
|
| - |
|
|
| - |
|
|
| 3,964 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,964 |
|
|
| - |
|
Issuance of stock under award plans, |
|
| (3,546 | ) |
|
| - |
|
|
| - |
|
|
| (52,313 | ) |
|
| - |
|
|
| - |
|
|
| (775 | ) |
|
| 48,767 |
|
|
| (3,546 | ) |
|
| - |
|
Amortization of unearned |
|
| 1,200 |
|
|
| - |
|
|
| - |
|
|
| 1,200 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,200 |
|
|
| - |
|
Treasury stock acquired |
|
| (802,569 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 5,100 |
|
|
| (802,569 | ) |
|
| (802,569 | ) |
|
| - |
|
Cash dividends declared |
|
| (132,127 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (132,127 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (132,127 | ) |
|
| - |
|
Distributions to noncontrolling |
|
| (56,977 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (56,977 | ) |
Acquisition of noncontrolling interest in CSI |
|
| (3,421 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (3,421 | ) |
BALANCES, July 2, 2022 |
| $ | 17,852,808 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,115,178 |
|
| $ | 22,064,383 |
|
| $ | (70,810 | ) |
|
| 118,368 |
|
| $ | (7,452,168 | ) |
| $ | 16,808,644 |
|
| $ | 1,044,164 |
|
|
|
|
|
| Six Months (26 Weeks) Ended July 2, 2022 |
|
|
|
| |||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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, 2021 |
| $ | 14,603,794 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,140,608 |
|
| $ | 17,674,100 |
|
| $ | (115,282 | ) |
|
| 107,742 |
|
| $ | (5,835,098 | ) |
| $ | 14,016,389 |
|
| $ | 587,405 |
|
Net earnings before noncontrolling interests |
|
| 4,954,352 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 4,656,856 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 4,656,856 |
|
|
| 297,496 |
|
Other comprehensive income (loss) |
|
| 44,472 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 44,472 |
|
|
| - |
|
|
| - |
|
|
| 44,472 |
|
|
| - |
|
Stock options exercised |
|
| 18,819 |
|
|
| - |
|
|
| - |
|
|
| (1,309 | ) |
|
| - |
|
|
| - |
|
|
| (359 | ) |
|
| 20,128 |
|
|
| 18,819 |
|
|
| - |
|
Stock option expense |
|
| 4,422 |
|
|
| - |
|
|
| - |
|
|
| 4,422 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 4,422 |
|
|
| - |
|
Issuance of stock under award plans, |
|
| 39,552 |
|
|
| - |
|
|
| - |
|
|
| (31,143 | ) |
|
| - |
|
|
| - |
|
|
| (1,163 | ) |
|
| 70,695 |
|
|
| 39,552 |
|
|
| - |
|
Amortization of unearned |
|
| 2,600 |
|
|
| - |
|
|
| - |
|
|
| 2,600 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2,600 |
|
|
| - |
|
Treasury stock acquired |
|
| (1,707,893 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 12,148 |
|
|
| (1,707,893 | ) |
|
| (1,707,893 | ) |
|
| - |
|
Cash dividends declared |
|
| (266,573 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (266,573 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (266,573 | ) |
|
| - |
|
Distributions to noncontrolling |
|
| (268,535 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (268,535 | ) |
Acquisition of noncontrolling interest in CSI |
|
| 427,798 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 427,798 |
|
BALANCES, July 2, 2022 |
| $ | 17,852,808 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,115,178 |
|
| $ | 22,064,383 |
|
| $ | (70,810 | ) |
|
| 118,368 |
|
| $ | (7,452,168 | ) |
| $ | 16,808,644 |
|
| $ | 1,044,164 |
|
|
|
|
|
|
| Three Months (13 Weeks) Ended October 2, 2021 |
|
|
|
|
| |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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, July 3, 2021 |
| $ | 12,709,651 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,117,155 |
|
| $ | 13,550,406 |
|
| $ | (73,729 | ) |
|
| 86,459 |
|
| $ | (3,491,915 | ) |
| $ | 12,253,978 |
|
| $ | 455,673 |
|
Net earnings |
|
| 2,223,265 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2,127,743 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 2,127,743 |
|
|
| 95,522 |
|
Other comprehensive income (loss) |
|
| (12,172 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (12,172 | ) |
|
| - |
|
|
| - |
|
|
| (12,172 | ) |
|
| - |
|
Stock options exercised |
|
| 15,075 |
|
|
| - |
|
|
| - |
|
|
| 2,699 |
|
|
| - |
|
|
| - |
|
|
| (285 | ) |
|
| 12,376 |
|
|
| 15,075 |
|
|
| - |
|
Stock option expense |
|
| 458 |
|
|
| - |
|
|
| - |
|
|
| 458 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 458 |
|
|
| - |
|
Issuance of stock under award plans, net of forfeitures |
|
| 11,629 |
|
|
| - |
|
|
| - |
|
|
| 10,802 |
|
|
| - |
|
|
| - |
|
|
| (19 | ) |
|
| 827 |
|
|
| 11,629 |
|
|
| - |
|
Amortization of unearned compensation |
|
| 400 |
|
|
| - |
|
|
| - |
|
|
| 400 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 400 |
|
|
| - |
|
Treasury stock acquired |
|
| (857,703 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 8,200 |
|
|
| (857,703 | ) |
|
| (857,703 | ) |
|
| - |
|
Cash dividends declared |
|
| (116,888 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (116,888 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (116,888 | ) |
|
| - |
|
Distributions to noncontrolling interests |
|
| (23,423 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (23,423 | ) |
BALANCES, October 2, 2021 |
| $ | 13,950,292 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,131,514 |
|
| $ | 15,561,261 |
|
| $ | (85,901 | ) |
|
| 94,355 |
|
| $ | (4,336,415 | ) |
| $ | 13,422,520 |
|
| $ | 527,772 |
|
|
|
|
|
|
| Nine Months (39 Weeks) Ended October 2, 2021 |
|
|
|
|
| |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| 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, 2020 |
| $ | 11,231,861 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,121,288 |
|
| $ | 11,343,852 |
|
| $ | (118,861 | ) |
|
| 77,909 |
|
| $ | (2,709,675 | ) |
| $ | 10,788,665 |
|
| $ | 443,196 |
|
Net earnings |
|
| 4,782,238 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 4,577,043 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 4,577,043 |
|
|
| 205,195 |
|
Other comprehensive income (loss) |
|
| 32,960 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 32,960 |
|
|
| - |
|
|
| - |
|
|
| 32,960 |
|
|
| - |
|
Stock options exercised |
|
| 143,874 |
|
|
| - |
|
|
| - |
|
|
| 38,523 |
|
|
| - |
|
|
| - |
|
|
| (2,839 | ) |
|
| 105,351 |
|
|
| 143,874 |
|
|
| - |
|
Stock option expense |
|
| 3,367 |
|
|
| - |
|
|
| - |
|
|
| 3,367 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 3,367 |
|
|
| - |
|
Issuance of stock under award plans, net of forfeitures |
|
| 8,893 |
|
|
| - |
|
|
| - |
|
|
| (32,864 | ) |
|
| - |
|
|
| - |
|
|
| (1,060 | ) |
|
| 41,757 |
|
|
| 8,893 |
|
|
| - |
|
Amortization of unearned compensation |
|
| 1,200 |
|
|
| - |
|
|
| - |
|
|
| 1,200 |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 1,200 |
|
|
| - |
|
Treasury stock acquired |
|
| (1,773,848 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| 20,345 |
|
|
| (1,773,848 | ) |
|
| (1,773,848 | ) |
|
| - |
|
Cash dividends declared |
|
| (359,634 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (359,634 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| (359,634 | ) |
|
| - |
|
Distributions to noncontrolling interests |
|
| (120,619 | ) |
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| - |
|
|
| (120,619 | ) |
BALANCES, October 2, 2021 |
| $ | 13,950,292 |
|
|
| 380,154 |
|
| $ | 152,061 |
|
| $ | 2,131,514 |
|
| $ | 15,561,261 |
|
| $ | (85,901 | ) |
|
| 94,355 |
|
| $ | (4,336,415 | ) |
| $ | 13,422,520 |
|
| $ | 527,772 |
|
Dividends declared per share were $0.50$0.51 per share in the thirdsecond quarter of 20222023 ($0.4050.50 per share in the thirdsecond quarter of 2021) 2022) and $1.50$1.02 per share in the first ninesix months of 20222023 ($1.2151.00 per share in the first ninesix months of 2021)2022)..
On December 2, 2021,May 11, 2023, the Company announced that its Board of Directors had approved a new share repurchase program under which the Company is authorized to repurchase up to $4.00$4.00 billion of the Company’s common stock and terminated all previously authorized share repurchase programs. Share repurchases will be made from time to time in the open market at prevailing market prices or through private transactions or block trades. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements and other factors. The share repurchase authorization is discretionary and has no expiration date. As of OctoberJuly 1, 2022,2023, the Company had approximately $1.49$4.00 billion available for share repurchases under the program authorized by the Company’s Board of Directors.
11
13. 13. Accumulated Other Comprehensive Income (Loss)
The following tables reflect the changes in accumulated other comprehensive income (loss) by component for the three months and ninesix months ended OctoberJuly 1, 20222023 and OctoberJuly 2, 20212022 (in thousands):
|
| Three-Month (13-Week) Period Ended |
| |||||||||||||
|
| October 1, 2022 |
| |||||||||||||
|
| Gains and (Losses) on |
|
| Foreign Currency |
|
| Adjustment to Early |
|
|
|
|
| |||
|
| Hedging Derivatives |
|
| Gains (Losses) |
|
| Retiree Medical Plan |
|
| Total |
| ||||
Accumulated other comprehensive income (loss) at July 2, 2022 |
| $ | 50,200 |
|
| $ | (129,484 | ) |
| $ | 8,474 |
|
| $ | (70,810 | ) |
Other comprehensive income (loss) before reclassifications |
|
| 27,411 |
|
|
| (43,843 | ) |
|
| - |
|
|
| (16,432 | ) |
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (1) |
|
| (16,311 | ) |
| - |
|
|
| - |
|
|
| (16,311 | ) | |
Net current-period other comprehensive income (loss) |
|
| 11,100 |
|
|
| (43,843 | ) |
|
| - |
|
|
| (32,743 | ) |
Accumulated other comprehensive income (loss) at October 1, 2022 |
| $ | 61,300 |
|
| $ | (173,327 | ) |
| $ | 8,474 |
|
| $ | (103,553 | ) |
|
| Three-Month (13-Week) Period Ended |
| |||||||||||||
|
| July 1, 2023 |
| |||||||||||||
|
| Gains and (Losses) on |
|
| Foreign Currency |
|
| Adjustment to Early |
|
|
|
| ||||
|
| Hedging Derivatives |
|
| Gains (Losses) |
|
| Retiree Medical Plan |
|
| Total |
| ||||
Accumulated other comprehensive |
| $ | 1,700 |
|
| $ | (183,657 | ) |
| $ | 16,599 |
|
| $ | (165,358 | ) |
Other comprehensive income |
|
| (4,428 | ) |
|
| 34,586 |
|
|
| - |
|
|
| 30,158 |
|
Amounts reclassified from |
|
| 6,228 |
|
| - |
|
|
| - |
|
|
| 6,228 |
| |
Net current-period other |
|
| 1,800 |
|
|
| 34,586 |
|
|
| - |
|
|
| 36,386 |
|
Accumulated other comprehensive |
| $ | 3,500 |
|
| $ | (149,071 | ) |
| $ | 16,599 |
|
| $ | (128,972 | ) |
|
| Six-Month (26-Week) Period Ended |
| |||||||||||||
|
| July 1, 2023 |
| |||||||||||||
|
| Gains and (Losses) on |
|
| Foreign Currency |
|
| Adjustment to Early |
|
|
|
| ||||
|
| Hedging Derivatives |
|
| Gains (Losses) |
|
| Retiree Medical Plan |
|
| Total |
| ||||
Accumulated other comprehensive |
| $ | 26,100 |
|
| $ | (180,216 | ) |
| $ | 16,599 |
|
| $ | (137,517 | ) |
Other comprehensive income |
|
| (29,003 | ) |
|
| 31,145 |
|
|
| - |
|
|
| 2,142 |
|
Amounts reclassified from |
|
| 6,403 |
|
|
| - |
|
|
| - |
|
|
| 6,403 |
|
Net current-period other |
|
| (22,600 | ) |
|
| 31,145 |
|
|
| - |
|
|
| 8,545 |
|
Accumulated other comprehensive |
| $ | 3,500 |
|
| $ | (149,071 | ) |
| $ | 16,599 |
|
| $ | (128,972 | ) |
|
| Nine-Month (39-Week) Period Ended |
| |||||||||||||
|
| October 1, 2022 |
| |||||||||||||
|
| Gains and (Losses) on |
|
| Foreign Currency |
|
| Adjustment to Early |
|
|
|
|
| |||
|
| Hedging Derivatives |
|
| Gains (Losses) |
|
| Retiree Medical Plan |
|
| Total |
| ||||
Accumulated other comprehensive income (loss) at December 31, 2021 |
| $ | 1,112 |
|
| $ | (124,868 | ) |
| $ | 8,474 |
|
| $ | (115,282 | ) |
Other comprehensive income (loss) before reclassifications |
|
| 97,025 |
|
|
| (48,459 | ) |
|
| - |
|
|
| 48,566 |
|
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (1) |
|
| (36,837 | ) |
|
| - |
|
|
| - |
|
|
| (36,837 | ) |
Net current-period other comprehensive income (loss) |
|
| 60,188 |
|
|
| (48,459 | ) |
|
| - |
|
|
| 11,729 |
|
Accumulated other comprehensive income (loss) at October 1, 2022 |
| $ | 61,300 |
|
| $ | (173,327 | ) |
| $ | 8,474 |
|
| $ | (103,553 | ) |
|
|
12
|
| Three-Month (13-Week) Period Ended |
| |||||||||||||
|
| October 2, 2021 |
| |||||||||||||
|
| Gains and (Losses) on |
|
| Foreign Currency |
|
| Adjustment to Early |
|
|
|
|
| |||
|
| Hedging Derivatives |
|
| Gains (Losses) |
|
| Retiree Medical Plan |
|
| Total |
| ||||
Accumulated other comprehensive income (loss) at July 3, 2021 |
| $ | 5,200 |
|
| $ | (85,595 | ) |
| $ | 6,666 |
|
| $ | (73,729 | ) |
Other comprehensive income (loss) before reclassifications |
|
| 19,057 |
|
|
| (28,772 | ) |
|
| - |
|
|
| (9,715 | ) |
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (2) |
|
| (2,457 | ) |
|
| - |
|
|
| - |
|
|
| (2,457 | ) |
Net current-period other comprehensive income (loss) |
|
| 16,600 |
|
|
| (28,772 | ) |
|
| - |
|
|
| (12,172 | ) |
Accumulated other comprehensive income (loss) at October 2, 2021 |
| $ | 21,800 |
|
| $ | (114,367 | ) |
| $ | 6,666 |
|
| $ | (85,901 | ) |
|
| Nine-Month (39-Week) Period Ended |
| |||||||||||||
|
| October 2, 2021 |
| |||||||||||||
|
| Gains and (Losses) on |
|
| Foreign Currency |
|
| Adjustment to Early |
|
|
|
|
| |||
|
| Hedging Derivatives |
|
| Gains (Losses) |
|
| Retiree Medical Plan |
|
| Total |
| ||||
Accumulated other comprehensive income (loss) at December 31, 2020 |
| $ | (4,700 | ) |
| $ | (120,827 | ) |
| $ | 6,666 |
|
| $ | (118,861 | ) |
Other comprehensive income (loss) before reclassifications |
|
| 28,260 |
|
|
| 6,460 |
|
|
| - |
|
|
| 34,720 |
|
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (2) |
|
| (1,760 | ) |
|
| - |
|
|
| - |
|
|
| (1,760 | ) |
Net current-period other comprehensive income (loss) |
|
| 26,500 |
|
|
| 6,460 |
|
|
| - |
|
|
| 32,960 |
|
Accumulated other comprehensive income (loss) at October 2, 2021 |
| $ | 21,800 |
|
| $ | (114,367 | ) |
| $ | 6,666 |
|
| $ | (85,901 | ) |
(2) Includes $(2,457)$6,228 and $(1,760) net of tax$6,403 net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net gains on commodity contracts in the thirdsecond quarter and first ninesix months of 2021,2023, respectively. The tax impact of those reclassifications was $(800)$1,900 and $(700)$2,000 in the thirdsecond quarter and first ninesix months of 2021,2023, respectively.
12
|
| Three-Month (13-Week) Period Ended |
| |||||||||||||
|
| July 2, 2022 |
| |||||||||||||
|
| Gains and (Losses) on |
|
| Foreign Currency |
|
| Adjustment to Early |
|
|
|
| ||||
|
| Hedging Derivatives |
|
| Gains (Losses) |
|
| Retiree Medical Plan |
|
| Total |
| ||||
Accumulated other comprehensive |
| $ | 49,198 |
|
| $ | (102,176 | ) |
| $ | 8,474 |
|
| $ | (44,504 | ) |
Other comprehensive income (loss) |
|
| 16,138 |
|
|
| (27,308 | ) |
|
| - |
|
|
| (11,170 | ) |
Amounts reclassified from |
|
| (15,136 | ) |
|
| - |
|
|
| - |
|
|
| (15,136 | ) |
Net current-period other |
|
| 1,002 |
|
|
| (27,308 | ) |
|
| - |
|
|
| (26,306 | ) |
Accumulated other comprehensive |
| $ | 50,200 |
|
| $ | (129,484 | ) |
| $ | 8,474 |
|
| $ | (70,810 | ) |
|
| Six-Month (26-Week) Period Ended |
| |||||||||||||
|
| July 2, 2022 |
| |||||||||||||
|
| Gains and (Losses) on |
|
| Foreign Currency |
|
| Adjustment to Early |
|
|
|
| ||||
|
| Hedging Derivatives |
|
| Gains (Losses) |
|
| Retiree Medical Plan |
|
| Total |
| ||||
Accumulated other comprehensive |
| $ | 1,112 |
|
| $ | (124,868 | ) |
| $ | 8,474 |
|
| $ | (115,282 | ) |
Other comprehensive income (loss) |
|
| 69,614 |
|
|
| (4,616 | ) |
|
| - |
|
|
| 64,998 |
|
Amounts reclassified from |
|
| (20,526 | ) |
|
| - |
|
|
| - |
|
|
| (20,526 | ) |
Net current-period other |
|
| 49,088 |
|
|
| (4,616 | ) |
|
| - |
|
|
| 44,472 |
|
Accumulated other comprehensive |
| $ | 50,200 |
|
| $ | (129,484 | ) |
| $ | 8,474 |
|
| $ | (70,810 | ) |
14. 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 and rebar distribution businesses; and Nucor’s equity method investments in NuMit LLC (“NuMit”) and Nucor-JFE Steel Mexico, S. de R.L. de C.V. (“Nucor-JFE”("NJSM"). 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, insulated metal panels, overhead doors, steel grating, tubular products, steel racking, piling products, wire and wire mesh, and utility towers and structures. The raw materials segment includes The David J. Joseph Company and its affiliates (“DJJ”), primarily a scrap broker and processor; Nu-Iron Unlimited and Nucor Steel Louisiana LLC (“Nucor Steel Louisiana”), two facilities that produce direct reduced iron (“DRI”) used by the steel mills; and our natural gas production operations.
Corporate/eliminations include items such as net interest expense on long-term debt, charges and credits associated with changes in allowances to eliminate intercompany profit in inventory, profit sharing expense and stock-based compensation. Corporate assets primarily include cash and cash equivalents, short-term investments, restricted cash and cash equivalents, allowances to eliminate intercompany profit in inventory, deferred income tax assets, federal and state income taxes receivable and investments in and advances to affiliates.
13
Nucor’s results by segment for the thirdsecond quarter and first ninesix months of 20222023 and 20212022 were as follows (in thousands):
|
| Three Months (13 Weeks) Ended |
|
| Six Months (26 Weeks) Ended |
| ||||||||||
|
| July 1, 2023 |
|
| July 2, 2022 |
|
| July 1, 2023 |
|
| July 2, 2022 |
| ||||
Net sales to external customers: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Steel mills |
| $ | 5,565,772 |
|
| $ | 7,256,067 |
|
| $ | 10,545,029 |
|
| $ | 13,774,676 |
|
Steel products |
|
| 3,442,862 |
|
|
| 3,842,948 |
|
|
| 6,718,859 |
|
|
| 7,166,036 |
|
Raw materials |
|
| 514,622 |
|
|
| 695,459 |
|
|
| 969,348 |
|
|
| 1,347,044 |
|
| $ | 9,523,256 |
|
| $ | 11,794,474 |
|
| $ | 18,233,236 |
|
| $ | 22,287,756 |
| |
Intercompany sales: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Steel mills |
| $ | 1,361,066 |
|
| $ | 1,763,563 |
|
| $ | 2,524,698 |
|
| $ | 3,356,821 |
|
Steel products |
|
| 100,257 |
|
|
| 117,289 |
|
|
| 200,618 |
|
|
| 251,995 |
|
Raw materials |
|
| 3,588,629 |
|
|
| 4,145,690 |
|
|
| 6,759,521 |
|
|
| 7,692,209 |
|
Corporate/eliminations |
|
| (5,049,952 | ) |
|
| (6,026,542 | ) |
|
| (9,484,837 | ) |
|
| (11,301,025 | ) |
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
| |
Earnings before income taxes and |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Steel mills |
| $ | 1,403,547 |
|
| $ | 2,815,723 |
|
| $ | 2,241,935 |
|
| $ | 5,394,577 |
|
Steel products |
|
| 1,010,789 |
|
|
| 1,129,932 |
|
|
| 1,981,591 |
|
|
| 1,814,799 |
|
Raw materials |
|
| 138,411 |
|
|
| 263,598 |
|
|
| 196,551 |
|
|
| 359,451 |
|
Corporate/eliminations |
|
| (502,965 | ) |
|
| (718,851 | ) |
|
| (773,511 | ) |
|
| (1,180,310 | ) |
| $ | 2,049,782 |
|
| $ | 3,490,402 |
|
| $ | 3,646,566 |
|
| $ | 6,388,517 |
|
|
| July 1, 2023 |
|
| Dec. 31, 2022 |
| ||
Segment assets: |
|
|
|
|
|
| ||
Steel mills |
| $ | 14,828,076 |
|
| $ | 14,157,229 |
|
Steel products |
|
| 11,487,936 |
|
|
| 12,087,145 |
|
Raw materials |
|
| 3,292,148 |
|
|
| 3,383,114 |
|
Corporate/eliminations |
|
| 3,771,756 |
|
|
| 2,851,722 |
|
|
| $ | 33,379,916 |
|
| $ | 32,479,210 |
|
|
| Three Months (13 Weeks) Ended |
|
| Nine Months (39 Weeks) Ended |
| ||||||||||
|
| October 1, 2022 |
|
| October 2, 2021 |
|
| October 1, 2022 |
|
| October 2, 2021 |
| ||||
Net sales to external customers: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steel mills |
| $ | 5,908,153 |
|
| $ | 6,862,133 |
|
| $ | 19,682,829 |
|
| $ | 17,380,819 |
|
Steel products |
|
| 4,087,107 |
|
|
| 2,744,279 |
|
|
| 11,253,143 |
|
|
| 6,795,441 |
|
Raw materials |
|
| 505,495 |
|
|
| 706,811 |
|
|
| 1,852,539 |
|
|
| 1,943,267 |
|
|
| $ | 10,500,755 |
|
| $ | 10,313,223 |
|
| $ | 32,788,511 |
|
| $ | 26,119,527 |
|
Intercompany sales: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steel mills |
| $ | 1,486,378 |
|
| $ | 1,840,007 |
|
| $ | 4,843,199 |
|
| $ | 4,561,418 |
|
Steel products |
|
| 139,146 |
|
|
| 93,910 |
|
|
| 391,141 |
|
|
| 245,523 |
|
Raw materials |
|
| 3,690,120 |
|
|
| 4,355,702 |
|
|
| 11,382,329 |
|
|
| 12,011,705 |
|
Corporate/eliminations |
|
| (5,315,644 | ) |
|
| (6,289,619 | ) |
|
| (16,616,669 | ) |
|
| (16,818,646 | ) |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
| $ | - |
|
Earnings before income taxes and noncontrolling interests: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steel mills |
| $ | 1,287,855 |
|
| $ | 3,116,539 |
|
| $ | 6,682,432 |
|
| $ | 6,606,320 |
|
Steel products |
|
| 1,196,845 |
|
|
| 368,595 |
|
|
| 3,011,644 |
|
|
| 839,737 |
|
Raw materials |
|
| 279,189 |
|
|
| 161,870 |
|
|
| 638,640 |
|
|
| 505,248 |
|
Corporate/eliminations |
|
| (440,967 | ) |
|
| (777,897 | ) |
|
| (1,621,277 | ) |
|
| (1,758,204 | ) |
|
| $ | 2,322,922 |
|
| $ | 2,869,107 |
|
| $ | 8,711,439 |
|
| $ | 6,193,101 |
|
|
| October 1, 2022 |
|
| Dec. 31, 2021 |
| ||
Segment assets: |
|
|
|
|
|
|
|
|
Steel mills |
| $ | 14,678,511 |
|
| $ | 13,235,463 |
|
Steel products |
|
| 12,556,428 |
|
|
| 7,845,010 |
|
Raw materials |
|
| 3,616,466 |
|
|
| 3,870,806 |
|
Corporate/eliminations |
|
| 1,221,299 |
|
|
| 871,793 |
|
|
| $ | 32,072,704 |
|
| $ | 25,823,072 |
|
15. Revenue
The following tables disaggregate our revenue by major source for the thirdsecond quarter and first ninesix months of 20222023 and 20212022 (in thousands):
|
| Three Months (13 Weeks) Ended October 1, 2022 |
|
| Nine Months (39 Weeks) Ended October 1, 2022 |
|
| Three Months (13 Weeks) Ended July 1, 2023 |
|
| Six Months (26 Weeks) Ended July 1, 2023 |
| ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
| Steel Mills |
|
| Steel Products |
|
| Raw Materials |
|
| Total |
|
| Steel Mills |
|
| Steel Products |
|
| Raw Materials |
|
| Total |
|
| Steel |
|
| Steel |
|
| Raw |
|
| Total |
|
| Steel |
|
| Steel |
|
| Raw |
|
| Total |
| ||||||||||||||||
Sheet |
| $ | 2,712,426 |
|
| $ | - |
|
| $ | - |
|
| $ | 2,712,426 |
|
| $ | 9,511,822 |
|
| $ | - |
|
| $ | - |
|
| $ | 9,511,822 |
|
| $ | 2,645,817 |
|
| $ | - |
|
| $ | - |
|
| $ | 2,645,817 |
|
| $ | 4,748,511 |
|
| $ | - |
|
| $ | - |
|
| $ | 4,748,511 |
|
Bar |
|
| 1,761,335 |
|
|
| - |
|
|
| - |
|
|
| 1,761,335 |
|
|
| 5,581,529 |
|
|
| - |
|
|
| - |
|
|
| 5,581,529 |
|
|
| 1,599,724 |
|
|
| - |
|
|
| - |
|
|
| 1,599,724 |
|
|
| 3,197,852 |
|
|
| - |
|
|
| - |
|
|
| 3,197,852 |
|
Structural |
|
| 785,930 |
|
|
| - |
|
|
| - |
|
|
| 785,930 |
|
|
| 2,352,322 |
|
|
| - |
|
|
| - |
|
|
| 2,352,322 |
|
|
| 581,952 |
|
|
| - |
|
|
| - |
|
|
| 581,952 |
|
|
| 1,220,259 |
|
|
| - |
|
|
| - |
|
|
| 1,220,259 |
|
Plate |
|
| 648,462 |
|
|
| - |
|
|
| - |
|
|
| 648,462 |
|
|
| 2,237,156 |
|
|
| - |
|
|
| - |
|
|
| 2,237,156 |
|
|
| 738,279 |
|
|
| - |
|
|
| - |
|
|
| 738,279 |
|
|
| 1,378,407 |
|
|
| - |
|
|
| - |
|
|
| 1,378,407 |
|
Tubular Products |
|
| - |
|
|
| 459,427 |
|
|
| - |
|
|
| 459,427 |
|
|
| - |
|
|
| 1,583,818 |
|
|
| - |
|
|
| 1,583,818 |
|
|
| - |
|
|
| 436,551 |
|
|
| - |
|
|
| 436,551 |
|
|
| - |
|
|
| 875,534 |
|
|
| - |
|
|
| 875,534 |
|
Rebar Fabrication |
|
| - |
|
|
| 628,923 |
|
|
| - |
|
|
| 628,923 |
|
|
| - |
|
|
| 1,653,155 |
|
|
| - |
|
|
| 1,653,155 |
|
|
| - |
|
|
| 615,814 |
|
|
| - |
|
|
| 615,814 |
|
|
| - |
|
|
| 1,113,931 |
|
|
| - |
|
|
| 1,113,931 |
|
Joist |
|
| - |
|
|
| 789,249 |
|
|
| - |
|
|
| 789,249 |
|
|
| - |
|
|
| 2,089,366 |
|
|
| - |
|
|
| 2,089,366 |
|
|
| - |
|
|
| 638,975 |
|
|
| - |
|
|
| 638,975 |
|
|
| - |
|
|
| 1,274,791 |
|
|
| - |
|
|
| 1,274,791 |
|
Deck |
|
| - |
|
|
| 634,901 |
|
|
| - |
|
|
| 634,901 |
|
|
| - |
|
|
| 1,768,224 |
|
|
| - |
|
|
| 1,768,224 |
|
|
| - |
|
|
| 473,775 |
|
|
| - |
|
|
| 473,775 |
|
|
| - |
|
|
| 959,218 |
|
|
| - |
|
|
| 959,218 |
|
Other Steel Products |
|
| - |
|
|
| 1,574,607 |
|
|
| - |
|
|
| 1,574,607 |
|
|
| - |
|
|
| 4,158,580 |
|
|
| - |
|
|
| 4,158,580 |
|
|
| - |
|
|
| 1,277,747 |
|
|
| - |
|
|
| 1,277,747 |
|
|
| - |
|
|
| 2,495,385 |
|
|
| - |
|
|
| 2,495,385 |
|
Raw Materials |
|
| - |
|
|
| - |
|
|
| 505,495 |
|
|
| 505,495 |
|
|
| - |
|
|
| - |
|
|
| 1,852,539 |
|
|
| 1,852,539 |
|
|
| - |
|
|
| - |
|
|
| 514,622 |
|
|
| 514,622 |
|
|
| - |
|
|
| - |
|
|
| 969,348 |
|
|
| 969,348 |
|
|
| $ | 5,908,153 |
|
| $ | 4,087,107 |
|
| $ | 505,495 |
|
| $ | 10,500,755 |
|
| $ | 19,682,829 |
|
| $ | 11,253,143 |
|
| $ | 1,852,539 |
|
| $ | 32,788,511 |
|
| $ | 5,565,772 |
|
| $ | 3,442,862 |
|
| $ | 514,622 |
|
| $ | 9,523,256 |
|
| $ | 10,545,029 |
|
| $ | 6,718,859 |
|
| $ | 969,348 |
|
| $ | 18,233,236 |
|
14
|
| Three Months (13 Weeks) Ended July 2, 2022 |
|
| Six Months (26 Weeks) Ended July 2, 2022 |
| ||||||||||||||||||||||||||
|
| Steel |
|
| Steel |
|
| Raw |
|
| Total |
|
| Steel |
|
| Steel |
|
| Raw |
|
| Total |
| ||||||||
Sheet |
| $ | 3,616,333 |
|
| $ | - |
|
| $ | - |
|
| $ | 3,616,333 |
|
| $ | 6,799,396 |
|
| $ | - |
|
| $ | - |
|
| $ | 6,799,396 |
|
Bar |
|
| 1,992,463 |
|
|
| - |
|
|
| - |
|
|
| 1,992,463 |
|
|
| 3,820,194 |
|
|
| - |
|
|
| - |
|
|
| 3,820,194 |
|
Structural |
|
| 783,121 |
|
|
| - |
|
|
| - |
|
|
| 783,121 |
|
|
| 1,566,392 |
|
|
| - |
|
|
| - |
|
|
| 1,566,392 |
|
Plate |
|
| 864,150 |
|
|
| - |
|
|
| - |
|
|
| 864,150 |
|
|
| 1,588,694 |
|
|
| - |
|
|
| - |
|
|
| 1,588,694 |
|
Tubular Products |
|
| - |
|
|
| 613,238 |
|
|
| - |
|
|
| 613,238 |
|
|
| - |
|
|
| 1,124,391 |
|
|
| - |
|
|
| 1,124,391 |
|
Rebar Fabrication |
|
| - |
|
|
| 579,000 |
|
|
| - |
|
|
| 579,000 |
|
|
| - |
|
|
| 1,024,232 |
|
|
| - |
|
|
| 1,024,232 |
|
Joist |
|
| - |
|
|
| 687,882 |
|
|
| - |
|
|
| 687,882 |
|
|
| - |
|
|
| 1,300,117 |
|
|
| - |
|
|
| 1,300,117 |
|
Deck |
|
| - |
|
|
| 582,414 |
|
|
| - |
|
|
| 582,414 |
|
|
| - |
|
|
| 1,133,323 |
|
|
| - |
|
|
| 1,133,323 |
|
Other Steel Products |
|
| - |
|
|
| 1,380,414 |
|
|
| - |
|
|
| 1,380,414 |
|
|
| - |
|
|
| 2,583,973 |
|
|
| - |
|
|
| 2,583,973 |
|
Raw Materials |
|
| - |
|
|
| - |
|
|
| 695,459 |
|
|
| 695,459 |
|
|
| - |
|
|
| - |
|
|
| 1,347,044 |
|
|
| 1,347,044 |
|
| $ | 7,256,067 |
|
| $ | 3,842,948 |
|
| $ | 695,459 |
|
| $ | 11,794,474 |
|
| $ | 13,774,676 |
|
| $ | 7,166,036 |
|
| $ | 1,347,044 |
|
| $ | 22,287,756 |
|
|
| Three Months (13 Weeks) Ended October 2, 2021 |
|
| Nine Months (39 Weeks) Ended October 2, 2021 |
| ||||||||||||||||||||||||||
|
| Steel Mills |
|
| Steel Products |
|
| Raw Materials |
|
| Total |
|
| Steel Mills |
|
| Steel Products |
|
| Raw Materials |
|
| Total |
| ||||||||
Sheet |
| $ | 3,643,599 |
|
| $ | - |
|
| $ | - |
|
| $ | 3,643,599 |
|
| $ | 9,099,358 |
|
| $ | - |
|
| $ | - |
|
| $ | 9,099,358 |
|
Bar |
|
| 1,633,641 |
|
|
| - |
|
|
| - |
|
|
| 1,633,641 |
|
|
| 4,409,798 |
|
|
| - |
|
|
| - |
|
|
| 4,409,798 |
|
Structural |
|
| 765,440 |
|
|
| - |
|
|
| - |
|
|
| 765,440 |
|
|
| 1,862,176 |
|
|
| - |
|
|
| - |
|
|
| 1,862,176 |
|
Plate |
|
| 819,453 |
|
|
| - |
|
|
| - |
|
|
| 819,453 |
|
|
| 2,009,487 |
|
|
| - |
|
|
| - |
|
|
| 2,009,487 |
|
Tubular Products |
|
| - |
|
|
| 595,689 |
|
|
| - |
|
|
| 595,689 |
|
|
| - |
|
|
| 1,482,845 |
|
|
| - |
|
|
| 1,482,845 |
|
Rebar Fabrication |
|
| - |
|
|
| 475,861 |
|
|
| - |
|
|
| 475,861 |
|
|
| - |
|
|
| 1,343,145 |
|
|
| - |
|
|
| 1,343,145 |
|
Joist |
|
| - |
|
|
| 381,737 |
|
|
| - |
|
|
| 381,737 |
|
|
| - |
|
|
| 868,068 |
|
|
| - |
|
|
| 868,068 |
|
Deck |
|
| - |
|
|
| 326,436 |
|
|
| - |
|
|
| 326,436 |
|
|
| - |
|
|
| 747,597 |
|
|
| - |
|
|
| 747,597 |
|
Other Steel Products |
|
| - |
|
|
| 964,556 |
|
|
| - |
|
|
| 964,556 |
|
|
| - |
|
|
| 2,353,786 |
|
|
| - |
|
|
| 2,353,786 |
|
Raw Materials |
|
| - |
|
|
| - |
|
|
| 706,811 |
|
|
| 706,811 |
|
|
| - |
|
|
| - |
|
|
| 1,943,267 |
|
|
| 1,943,267 |
|
|
| $ | 6,862,133 |
|
| $ | 2,744,279 |
|
| $ | 706,811 |
|
| $ | 10,313,223 |
|
| $ | 17,380,819 |
|
| $ | 6,795,441 |
|
| $ | 1,943,267 |
|
| $ | 26,119,527 |
|
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 $280.5$350.5 million as of OctoberJuly 1, 20222023 ($251.9285.0 million as of December 31, 2021)2022) and are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.
16. Earnings Per Share
The computations of basic and diluted net earnings per share for the thirdsecond quarter and first ninesix months of 20222023 and 20212022 are as follows (in thousands, except per share amounts):
|
| Three Months (13 Weeks) Ended |
|
| Nine Months (39 Weeks) Ended |
|
| Three Months (13 Weeks) Ended |
|
| Six Months (26 Weeks) Ended |
| ||||||||||||||||||||
|
| October 1, 2022 |
|
| October 2, 2021 |
|
| October 1, 2022 |
|
| October 2, 2021 |
|
| July 1, 2023 |
|
| July 2, 2022 |
|
| July 1, 2023 |
|
| July 2, 2022 |
| ||||||||
Basic net earnings per share: |
|
| �� |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic net earnings |
| $ | 1,694,748 |
|
| $ | 2,127,743 |
|
| $ | 6,351,604 |
|
| $ | 4,577,043 |
|
| $ | 1,461,354 |
|
| $ | 2,561,233 |
|
| $ | 2,597,896 |
|
| $ | 4,656,856 |
|
Earnings allocated to participating securities |
|
| (6,893 | ) |
|
| (9,442 | ) |
|
| (26,238 | ) |
|
| (22,272 | ) |
|
| (6,029 | ) |
|
| (11,041 | ) |
|
| (9,251 | ) |
|
| (19,380 | ) |
Net earnings available to common stockholders |
| $ | 1,687,855 |
|
| $ | 2,118,301 |
|
| $ | 6,325,366 |
|
| $ | 4,554,771 |
|
| $ | 1,455,325 |
|
| $ | 2,550,192 |
|
| $ | 2,588,645 |
|
| $ | 4,637,476 |
|
Basic average shares outstanding |
|
| 259,102 |
|
|
| 290,510 |
|
|
| 264,655 |
|
|
| 296,431 |
|
|
| 250,144 |
|
|
| 263,221 |
|
|
| 251,876 |
|
|
| 267,416 |
|
Basic net earnings per share |
| $ | 6.51 |
|
| $ | 7.29 |
|
| $ | 23.90 |
|
| $ | 15.37 |
|
| $ | 5.82 |
|
| $ | 9.69 |
|
| $ | 10.28 |
|
| $ | 17.34 |
|
Diluted net earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Diluted net earnings |
| $ | 1,694,748 |
|
| $ | 2,127,743 |
|
| $ | 6,351,604 |
|
| $ | 4,577,043 |
|
| $ | 1,461,354 |
|
| $ | 2,561,233 |
|
| $ | 2,597,896 |
|
| $ | 4,656,856 |
|
Earnings allocated to participating securities |
|
| (6,872 | ) |
|
| (9,401 | ) |
|
| (26,145 | ) |
|
| (22,194 | ) |
|
| (6,013 | ) |
|
| (10,997 | ) |
|
| (9,223 | ) |
|
| (19,302 | ) |
Net earnings available to common stockholders |
| $ | 1,687,876 |
|
| $ | 2,118,342 |
|
| $ | 6,325,459 |
|
| $ | 4,554,849 |
|
| $ | 1,455,341 |
|
| $ | 2,550,236 |
|
| $ | 2,588,673 |
|
| $ | 4,637,554 |
|
Diluted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||
Basic average shares outstanding |
|
| 259,102 |
|
|
| 290,510 |
|
|
| 264,655 |
|
|
| 296,431 |
|
|
| 250,144 |
|
|
| 263,221 |
|
|
| 251,876 |
|
|
| 267,416 |
|
Dilutive effect of stock options and other |
|
| 424 |
|
|
| 642 |
|
|
| 584 |
|
|
| 497 |
|
|
| 380 |
|
|
| 498 |
|
|
| 458 |
|
|
| 650 |
|
|
|
| 259,526 |
|
|
| 291,152 |
|
|
| 265,239 |
|
|
| 296,928 |
|
|
| 250,524 |
|
|
| 263,719 |
|
|
| 252,334 |
|
|
| 268,066 |
|
Diluted net earnings per share |
| $ | 6.50 |
|
| $ | 7.28 |
|
| $ | 23.85 |
|
| $ | 15.34 |
|
| $ | 5.81 |
|
| $ | 9.67 |
|
| $ | 10.26 |
|
| $ | 17.30 |
|
The following stock optionsnumber of shares that were excluded fromnot included in the computation of diluted net earnings per share for the third quarter and first nine months of 2022 and 2021calculation, because their effectto do so would have been anti-dilutive, (shares in thousands):was immaterial for all periods presented.
|
| Three Months (13 Weeks) Ended |
|
| Nine Months (39 Weeks) Ended |
| ||||||||||
|
| October 1, 2022 |
|
| October 2, 2021 |
|
| October 1, 2022 |
|
| October 2, 2021 |
| ||||
Anti-dilutive stock options: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average shares |
|
| 98 |
|
|
| 52 |
|
|
| 33 |
|
|
| 119 |
|
Weighted-average exercise price |
| $ | 130.71 |
|
| $ | 110.74 |
|
| $ | 130.71 |
|
| $ | 78.91 |
|
15
17. Debt and Other Financing Arrangements
On March 11, 2022, Nucor completed the issuance and sale of $550.0 million aggregate principal amount of its 3.125% Notes due 2032 (the “2032 Notes”) and $550.0 million aggregate principal amount of its 3.850% Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “March 2022 Notes”). The net proceeds from the issuance and sale of the March 2022 Notes were used along with cash on hand to redeem all of the outstanding $600.0 million aggregate principal amount of our 4.125% Notes due 2022 (the “2022 Notes”) and $500.0 million aggregate principal amount of our 4.000% Notes due 2023 (the “2023 Notes”) pursuant to the terms of the indenture governing the 2022 Notes and the 2023 Notes. The net proceeds from the issuance and sale of the March 2022 Notes were $1.09 billion, after expenses and the underwriting discount. Costs of $15.3 million associated with the issuance and sale of the March 2022 Notes have been capitalized and will be amortized over the life of the March 2022 Notes.
On April 25, 2022, Nucor redeemed all $500.0 million aggregate principal amount outstanding of the 2023 Notes using a portion of the net proceeds from the issuance and sale of the March 2022 Notes. On August 15, 2022, Nucor redeemed all $600.0 million aggregate principal amount outstanding of the 2022 Notes using the remaining portion of the net proceeds from the issuance and sale of the March 2022 Notes.
On May 23, 2022, Nucor completed the issuance and sale of $500.0 million aggregate principal amount of its 3.950% Notes due 2025 (the “2025 Notes”) and $500.0 million aggregate principal amount of its 4.300% Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “May 2022 Notes”). The net proceeds from the issuance and sale of the May 2022 Notes were used for general corporate purposes and to pay a portion of the purchase price for the acquisition of C.H.I. The net proceeds from the issuance and sale of the May 2022 Notes were $991.9 million, after expenses and the underwriting discount. Costs of $5.9 million associated with the issuance and sale of the May 2022 Notes have been capitalized and will be amortized over the life of the May 2022 Notes.
18. Acquisitions
Acquisition of C.H.I.
On June 24, 2022, Nucor used cash on hand to acquire the assets of C.H.I. for a purchase price, net of cash acquired, of approximately $3.00 billion. C.H.I. is a leading manufacturer of overhead doors for residential and commercial markets in the United States and Canada. Commercial overhead doors are used in warehousing and retail, areas that Nucor has focused its attention on recently through other value-added products such as insulated metal panels (CENTRIA, Metl-Span and TrueCore brands) and steel racking solutions (Nucor Warehouse Systems). It is expected that the C.H.I. acquisition also will benefit from Nucor’s recent paint line investments at its Hickman, Arkansas and Crawfordsville, Indiana sheet mills. The C.H.I. business financial results are included as part of the steel products segment (see Note 14).
We allocated the purchase price for C.H.I. to its individual assets acquired and liabilities assumed. While the purchase price allocation is substantially complete, it is still preliminary and subject to change, including for the final working capital settlement.
The following table summarizes the fair values of the assets acquired and liabilities assumed of C.H.I. as of June 24, 2022, the date of acquisition (in thousands):
Cash |
| $ | 159,066 |
|
Accounts receivable |
|
| 73,549 |
|
Inventory |
|
| 52,515 |
|
Other current assets |
|
| 19,493 |
|
Property, plant and equipment |
|
| 117,392 |
|
Goodwill |
|
| 1,036,332 |
|
Other intangible assets |
|
| 2,389,180 |
|
Other assets |
|
| 9,559 |
|
Total assets acquired |
|
| 3,857,086 |
|
Current liabilities |
|
| 75,146 |
|
Deferred income taxes |
|
| 579,559 |
|
Other liabilities |
|
| 7,509 |
|
Total liabilities assumed |
|
| 662,214 |
|
Net assets acquired |
| $ | 3,194,872 |
|
16
The following table summarizes the purchase price allocation to the identifiable intangible assets of C.H.I. as of June 24, 2022, the date of acquisition (in thousands, except years):
|
|
|
|
|
| Weighted- |
|
|
|
|
|
| Average Life |
Customer relationships |
| $ | 2,242,000 |
|
| 25 years |
Trade name |
|
| 147,000 |
|
| 13 years |
|
| $ | 2,389,000 |
|
|
|
The goodwill of $1.04 billion is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel products segment (see Note 4). The goodwill is attributable to expected synergies within the steel products segment. Goodwill recognized for tax purposes was $5.6 million, all of which is deductible for tax purposes. Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of C.H.I. and, therefore, this information is not presented.
Acquisition of CSI
On February 1, 2022, Nucor used cash on hand to acquire a 51% controlling ownership position in CSI by purchasing a 50% equity interest from a subsidiary of Vale S.A. for a cash purchase price of approximately $400.0 million, adjusted for net debt and working capital at closing, as well as a 1% equity interest from JFE Steel Corporation. CSI is a flat-rolled steel converter with the capability to produce more than two million tons of finished steel and steel products annually. The company has five product lines, including hot rolled, pickled and oiled, cold rolled, galvanized and electric resistance welded (“ERW”) pipe. Key end-use markets served by CSI include customers in the construction, service center and energy industries. We believe this acquisition helps give Nucor a strong presence in the Western region of the United States and grows our ability to produce a wide range of value-added sheet products. The CSI business financial results were included as part of the steel mills segment (see Note 14) beginning on February 1, 2022, the date Nucor acquired its 51% controlling ownership position.
We allocated the purchase price for CSI to its individual assets acquired and liabilities assumed. While the purchase price allocation is substantially complete, it is still preliminary and subject to change.
The following table summarizes the fair values of 100% of the assets and liabilities of CSI, as well as the fair value of the 49% noncontrolling interest not acquired by Nucor, as of February 1, 2022, the date Nucor acquired its 51% controlling ownership position (in thousands):
Cash |
| $ | 98,537 |
|
Accounts receivable |
|
| 159,257 |
|
Inventory |
|
| 354,614 |
|
Other current assets |
|
| 5,298 |
|
Property, plant and equipment |
|
| 566,714 |
|
Goodwill |
|
| 62,011 |
|
Other intangible assets |
| — |
| |
Other assets |
|
| 7,071 |
|
Total assets acquired |
|
| 1,253,502 |
|
Current portion of long-term debt |
|
| 9,826 |
|
Other current liabilities |
|
| 162,808 |
|
Long-term debt due after one year |
|
| 67,866 |
|
Other liabilities |
|
| 139,947 |
|
Total liabilities assumed |
|
| 380,447 |
|
Net assets acquired at 100% |
|
| 873,055 |
|
Less: Fair value of noncontrolling interest |
|
| 427,797 |
|
Net assets acquired at 51% |
| $ | 445,258 |
|
The determination of the fair value of the noncontrolling interest was calculated using the implied value of 100% of the enterprise value of the business using the purchase price as the purchase price did not include a control premium on a per-share basis and the noncontrolling interest shareholder will participate equally in the economic benefits of CSI after the acquisition.
17
The goodwill of $62.0 million is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel mills segment (see Note 4). The goodwill is attributable to the assembled workforce acquired, expanding our Western United States presence and CSI’s value-added product capabilities. None of the goodwill is deductible for tax purposes.
The results of operations for CSI upon the effective date of the acquisition have been included in the accompanying financial statements. Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of CSI and, therefore, this information is not presented.
Other Acquisitions
Other smaller acquisitions in the first nine months of 2022, exclusive of purchase price adjustments made and net of cash acquired, totaled approximately $160.1 million. Pro-forma results of operations for the Company would not be materially different if the aggregate acquisitions made during the first nine months of 2022 were included and, therefore, this information is not presented.
18
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Certain statements made in this report, or in other public filings, press releases, or other written or oral communications made by Nucor, which are not historical facts are forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. The words “anticipate,” “believe,” “expect,” “intend,” “project,” “may,” “will,” “should,” “could” and similar expressions are intended to identify those forward-looking statements. These forward-looking statements reflect the Company’s best judgment based on current information, and, although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the projected results and expectations discussed in this report. Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: (1) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (2) U.S. and foreign trade policies affecting steel imports or exports; (3) the sensitivity of the results of our operations to general market conditions, and in particular, prevailing market steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (4) the availability and cost of electricity and natural gas, which could negatively affect our cost of steel production or result in a delay or cancellation of existing or future drilling within our natural gas drilling programs; (5) critical equipment failures and business interruptions; (6) market demand for steel products, which, in the case of many of our products, is driven by the level of nonresidential construction activity in the United States; (7) impairment in the recorded value of inventory, equity investments, fixed assets, goodwill or other long-lived assets; (8) uncertainties and volatility surrounding the global economy, including excess world capacity for steel production, inflation and interest rate changes; (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, capital expenditures and operating costs or cause one or more of our permits to be revoked or make it more difficult to obtain permit modifications; (11) the cyclical nature of the steel industry; (12) capital investments and their impact on our performance; (13) our safety performance; (14) our ability to integrate businesses we acquire; (15) the impact of the COVID-19 pandemic, and any variants of the virus;virus and any other similar pandemic or public health situation; and (16) the risks discussed in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 20212022 and elsewhere in this report.
Caution should be taken not to place undue reliance on the forward-looking statements included in this report. We assume no obligation to update any forward-looking statements except as may be required by law. In evaluating forward-looking statements, these risks and uncertainties should be considered, together with the other risks described from time to time in our reports and other filings with the United States Securities and Exchange Commission.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this report, as well as the audited consolidated financial statements and the notes thereto, “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2021.2022.
Overview
Nucor and its affiliates manufacture steel and steel products. Nucor also produces DRI for use in its steel mills. Through DJJ, the Company also processes ferrous and nonferrous metals and brokers ferrous and nonferrous metals, pig iron, hot briquetted iron and DRI. Most of Nucor’s operating facilities and customers are located in North America. Nucor’s operations include international trading and sales companies that buy and sell steel and steel products manufactured by the Company and others. Nucor is North America’s largest recycler, using scrap steel as the primary raw material in producing steel and steel products.
Nucor reports its results in the following segments: steel mills, steel products and raw materials. The steel mills segment includes carbon and alloy steel in sheet, bars, structural and plate; steel trading and rebar distribution businesses; and Nucor’s equity method investments in NuMit and Nucor-JFE.NJSM. 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, insulated metal panels, overhead doors, steel grating, tubular products, steel racking, piling products, wire and wire mesh, and utility towers and structures. The raw materials segment includes DJJ, primarily a
16
scrap broker and processor; Nu-Iron Unlimited and Nucor Steel Louisiana, two facilities that produce DRI used by the steel mills; and our natural gas production operations.
19
On February 1, 2022, Nucor used cash on hand to acquire a 51% controlling ownership position in CSI for a cash purchase price of approximately $400.0 million, adjusted for net debt and working capital at closing. CSI is a flat-rolled steel converter with the capability to produce more than two million tons of finished steel and steel products annually. The company has five product lines, including hot rolled, pickled and oiled, cold rolled, galvanized and ERW pipe. Key end-use markets served by CSI include customers in the construction, service center and energy industries. We believe this acquisition helps give Nucor a strong presence in the Western region of the United States and grows our ability to produce a wide range of value-added sheet products. The CSI business financial results were included as part of the steel mills segment beginning on February 1, 2022, the date of the acquisition of Nucor’s 51% controlling ownership position.
On June 24, 2022, Nucor used cash on hand to acquire the assets of C.H.I. for a purchase price, net of cash acquired, of approximately $3.00 billion. C.H.I. is a leading manufacturer of overhead doors for residential and commercial markets in the United States and Canada. Commercial overhead doors are used in warehousing and retail, areas that Nucor has focused its attention on recently through other value-added products such as insulated metal panels (CENTRIA, Metl-Span and TrueCore brands) and steel racking solutions (Nucor Warehouse Systems). It is expected that the C.H.I. acquisition will also benefit from Nucor’s recent paint line investments at its Hickman, Arkansas and Crawfordsville, Indiana sheet mills. The C.H.I. business financial results are included as part of the steel products segment.
The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately 80%82%, 76%67% and 73%76%, respectively, in the first ninesix months of 20222023 compared with approximately 96%81%, 77%76% and 75%, respectively, in the first ninesix months of 2021.2022.
Results of Operations
Nucor reported consolidated net earnings attributable to Nucor stockholders of $1.69$1.46 billion, or $6.50$5.81 per diluted share, for the thirdsecond quarter of 2022,2023, as compared to consolidated net earnings attributable to Nucor stockholders of $1.14 billion, or $4.45 per diluted share, for the first quarter of 2023, and $2.56 billion, or $9.67 per diluted share, for the second quarter of 2022, and $2.13 billion, or $7.28 per diluted share, for the third quarter of 2021. The second quarter of 2022which was the most profitable second quarter in Nucor’s history, andNucor's history.
The primary driver for the thirddecrease in earnings in the second quarter of 2021 was the most profitable quarter in Nucor’s history at that time.
The decline in third quarter of 2022 earnings as2023 compared to the second quarter of 2022 was due primarily to the decreased earnings of the steel mills segment. The steel mills segment experienced lower shipping volumes in the thirdsecond quarter of 20222023 compared to the second quarter of 2022. Average selling prices in the steel mills segment decreased more rapidly than raw materials costsat our sheet, bar, plate and structural mills in the thirdsecond quarter of 2022, resulting in contracted metal margins when2023 as compared to the second quarter of 2022. The decreased shipping volumesdecreases in average selling prices outpaced the decrease in scrap and metal margin contractions were most pronounced at our sheet and plate mills. The steel products segment reported another strongscrap substitute costs in the second quarter of profitability in the third quarter of 2022 due to continued robust demand in nonresidential construction markets. The raw materials segment’s earnings increased in the third quarter of 20222023 as compared to the second quarter of 2022, resulting in significantly lower metal margins. We believe end-use market demand was healthy in the second quarter of 2023 and the contrast in earnings when compared with the second quarter of 2022 was due to the increased profitability of our DRI facilities which more than offset declines at our scrap brokerage and processing businesses.
The decline in earningshistorically favorable market conditions that existed in the thirdsecond quarter of 20222022.
The earnings of the steel products segment moderated in the second quarter of 2023 as compared to the thirdsecond quarter of 2021 also was due primarily to the decreased earnings of the steel mills segment, which had decreased shipping volumes and average selling prices2022, but overall market conditions in the third quarter of 2022.nonresidential construction remained elevated. The steel products segment had decreased earnings increased significantly in the thirdsecond quarter of 20222023 as compared to the thirdsecond quarter of 2021 due to increased average selling prices2022, which was partially offset by the strong performance of our rebar fabrication operations and margin expansion. the earnings from our overhead doors business, that we acquired on June 24, 2022 and had minimal impact on the second quarter of 2022.
The earnings of the raw materials segment decreased in the thirdsecond quarter and first six months of 20222023 as compared to the thirdsecond quarter and first six months of 2021 increased2022 primarily due to the increased profitability ofmargin compression at our scrap processing operations, our DRI facilities.facilities and our scrap brokerage operations.
Nucor reported consolidated net earnings attributable to Nucor stockholders of $6.35$2.60 billion, or $23.85$10.26 per diluted share, for the first ninesix months of 2022,2023, which established a new record for earnings inis the second-most profitable first ninesix months of a year. By comparison,year in Nucor history. The only year that had a more profitable first six months of the year was 2022, in which Nucor reported consolidated net earnings attributable to Nucor stockholders of $4.58$4.66 billion, or $15.34$17.30 per diluted share, for the first nine months of 2021, which was the previous Company record for earnings in the first nine months of a year. Nucor had Company record-setting quarterly profitability in the first quarter of 2021, which increased significantly in the second half of 2021 due to strong demand in most of the end markets we serve and increased average selling prices. The trend of strong profitability continued into 2022, and began to decline in the third quarter of 2022, a trend that we expect to continue into the fourth quarter of the year. share.
The primary driver forof the increasedecrease in earnings in the first ninesix months of 2023 as compared to the first six months of 2022 was the increased profitability of the steel products segment. After a strong year of profitability in 2021 fueled by robust demand in nonresidential construction markets, the steel products segment experienced increases in margin expansion due to higher average selling prices, particularly at our joist and deck businesses, in the first nine months of 2022. The profitabilitydecreased performance of the steel mills segment, particularly at our sheet mills. Pricing for sheet mill products on average was significantly lower in the first ninesix months of 2022 increased from the first nine months of 2021, due to the much stronger start to 20222023 as compared to the first ninesix months of 2021. 2022.
The primary driver forearnings of the increase in the raw materialssteel products segment earningsincreased in the first ninesix months of 20222023 as compared to the first ninesix months of 2021 was2022, driven by the increased profitabilitystrong performance across several businesses including our joist, deck, tubular products, metal buildings and rebar fabrication operations, and the addition of our DRI facilities.overhead doors business.
20
The ongoing conflict in Ukraine, other geopolitical tensions and rapid U.S. and international monetary policy actions attempting to lower inflation likely mean tempered near-term demand and a stronger U.S. dollar, both of which are challenging elements for Nucor's customer base. Service centers in particular are cautious at this time, negatively impacting pricing and volumes for the steel mills segment. Even with this uncertainty, we believe that the medium- and long-term outlook for our business is positive. We continue to see good demand in our steel products segment largely due to nonresidential construction markets.
The following discussion provides a greater quantitative and qualitative analysis of Nucor’s performance in the thirdsecond quarter and first ninesix months of 20222023 as compared to the thirdsecond quarter and first ninesix months of 2021.2022.
17
Net Sales
Net sales to external customers by segment for the thirdsecond quarter and first ninesix months of 20222023 and 20212022 were as follows (in thousands):
|
| Three Months (13 Weeks) Ended |
| Nine Months (39 Weeks) Ended |
| Three Months (13 Weeks) Ended |
| Six Months (26 Weeks) Ended | ||||||||||||||||
|
| October 1, 2022 |
| October 2, 2021 |
| % Change |
| October 1, 2022 |
| October 2, 2021 |
| % Change |
| July 1, 2023 |
| July 2, 2022 |
| % Change |
| July 1, 2023 |
| July 2, 2022 |
| % Change |
Steel mills |
| $5,908,153 |
| $6,862,133 |
| -14% |
| $19,682,829 |
| $17,380,819 |
| 13% |
| $5,565,772 |
| $7,256,067 |
| -23% |
| $10,545,029 |
| $13,774,676 |
| -23% |
Steel products |
| 4,087,107 |
| 2,744,279 |
| 49% |
| 11,253,143 |
| 6,795,441 |
| 66% |
| 3,442,862 |
| 3,842,948 |
| -10% |
| 6,718,859 |
| 7,166,036 |
| -6% |
Raw materials |
| 505,495 |
| 706,811 |
| -28% |
| 1,852,539 |
| 1,943,267 |
| -5% |
| 514,622 |
| 695,459 |
| -26% |
| 969,348 |
| 1,347,044 |
| -28% |
Total net sales to external customers |
| $10,500,755 |
| $10,313,223 |
| 2% |
| $32,788,511 |
| $26,119,527 |
| 26% |
| $9,523,256 |
| $11,794,474 |
| -19% |
| $18,233,236 |
| $22,287,756 |
| -18% |
Net sales for the thirdsecond quarter of 2022 increased 2%2023 decreased 19% from the thirdsecond quarter of 2021.2022. Average sales price per ton increaseddecreased 14% from $1,438$1,690 in the thirdsecond quarter of 20212022 to $1,637$1,446 in the thirdsecond quarter of 2022.2023. Total tons shipped to outside customers in the thirdsecond quarter of 20222023 were 6,415,000approximately 6,588,000 tons, an 11%a 6% decrease from the thirdsecond quarter of 2021.2022.
Net sales for the first ninesix months of 2022 increased 26%2023 decreased 18% from the first ninesix months of 2021.2022. Average sales price per ton increased 39%decreased 16% from $1,196$1,667 in the first ninesix months of 20212022 to $1,657$1,399 in the first ninesix months of 2022.2023. Total tons shipped to outside customers in the first ninesix months of 20222023 were 19,786,000approximately 13,031,000 tons, a 9%3% decrease from the first ninesix months of 2021.2022.
In the steel mills segment, sales tons for the thirdsecond quarter and first ninesix months of 20222023 and 20212022 were as follows (in thousands):
|
| Three Months (13 Weeks) Ended |
| Nine Months (39 Weeks) Ended |
| Three Months (13 Weeks) Ended |
| Six Months (26 Weeks) Ended | ||||||||||||||||
|
| October 1, 2022 |
| October 2, 2021 |
| % Change |
| October 1, 2022 |
| October 2, 2021 |
| % Change |
| July 1, 2023 |
| July 2, 2022 |
| % Change |
| July 1, 2023 |
| July 2, 2022 |
| % Change |
Outside steel shipments |
| 4,553 |
| 5,144 |
| -11% |
| 14,133 |
| 15,690 |
| -10% |
| 4,774 |
| 5,041 |
| -5% |
| 9,578 |
| 9,580 |
| - |
Inside steel shipments |
| 1,316 |
| 1,399 |
| -6% |
| 3,998 |
| 4,131 |
| -3% |
| 1,205 |
| 1,407 |
| -14% |
| 2,436 |
| 2,682 |
| -9% |
Total steel shipments |
| 5,869 |
| 6,543 |
| -10% |
| 18,131 |
| 19,821 |
| -9% |
| 5,979 |
| 6,448 |
| -7% |
| 12,014 |
| 12,262 |
| -2% |
Net sales for the steel mills segment decreased 14%23% in the thirdsecond quarter of 2023 from the second quarter of 2022, from the third quarter of 2021, due primarily to a 3%an 18% decrease in the average sales price per ton, from $1,339$1,429 to $1,296,$1,168, and an 11%a 5% decrease in tons sold to outside customers.
Net sales for the steel mills segment increased 13%decreased 23% in the first ninesix months of 2023 from the first six months of 2022, from the first nine months of 2021, due to a 25% increase23% decrease in the average sales price per ton, from $1,112$1,432 to $1,388, partially offset by a 10% decrease in tons sold to outside customers.$1,101.
21
Outside sales tonnage for the steel products segment for the thirdsecond quarter and first ninesix months of 20222023 and 20212022 was as follows (in thousands):
|
| Three Months (13 Weeks) Ended |
| Nine Months (39 Weeks) Ended |
| Three Months (13 Weeks) Ended |
| Six Months (26 Weeks) Ended | ||||||||||||||||
|
| October 1, 2022 |
| October 2, 2021 |
| % Change |
| October 1, 2022 |
| October 2, 2021 |
| % Change |
| July 1, 2023 |
| July 2, 2022 |
| % Change |
| July 1, 2023 |
| July 2, 2022 |
| % Change |
Joist sales |
| 160 |
| 190 |
| -16% |
| 497 |
| 529 |
| -6% |
| 142 |
| 158 |
| -10% |
| 277 |
| 337 |
| -18% |
Deck sales |
| 129 |
| 139 |
| -7% |
| 388 |
| 404 |
| -4% |
| 107 |
| 123 |
| -13% |
| 206 |
| 259 |
| -20% |
Cold finished sales |
| 112 |
| 123 |
| -9% |
| 368 |
| 383 |
| -4% |
| 112 |
| 123 |
| -9% |
| 229 |
| 256 |
| -11% |
Rebar fabrication sales |
| 350 |
| 323 |
| 8% |
| 980 |
| 943 |
| 4% |
| 332 |
| 339 |
| -2% |
| 611 |
| 630 |
| -3% |
Piling products sales |
| 119 |
| 144 |
| -17% |
| 349 |
| 451 |
| -23% |
| 113 |
| 119 |
| -5% |
| 214 |
| 230 |
| -7% |
Tubular products sales |
| 231 |
| 260 |
| -11% |
| 735 |
| 779 |
| -6% |
| 239 |
| 274 |
| -13% |
| 514 |
| 504 |
| 2% |
Other steel products sales |
| 190 |
| 128 |
| 48% |
| 520 |
| 337 |
| 54% |
| 148 |
| 175 |
| -15% |
| 283 |
| 330 |
| -14% |
Total steel products sales |
| 1,291 |
| 1,307 |
| -1% |
| 3,837 |
| 3,826 |
| - |
| 1,193 |
| 1,311 |
| -9% |
| 2,334 |
| 2,546 |
| -8% |
Net sales for the steel products segment increased 49%decreased 10% in the thirdsecond quarter of 2023 compared to the second quarter of 2022, compared to the third quarter of 2021, due to a 51% increase2% decrease in the average sales price per ton, from $2,101$2,931 to $3,167, which was partially offset by$2,884, and a 1%9% decrease in shipping volumes. Average selling prices increaseddecreased across most businesses within the steel products segment in the thirdsecond quarter of 20222023 as compared to the thirdsecond quarter of 2021,2022, most notably at our joistbuildings and deck businessestubular businesses..
Net sales for the steel products segment increased 66%decreased 6% in the first ninesix months of 20222023 compared to the first ninesix months of 2021,2022, due to a 65%an 8% decrease in shipping volumes, partially offset by 2% increase in the average sales price
18
per ton, from $1,776$2,814 to $2,933. Average$2,878. The most notable increases in average selling prices increased across all businesses within the steel products segment in the first ninesix months of 20222023 as compared to the first ninesix months of 2021, most notably2022 were at our joistinsulated metal panels and deckjoist businesses.
Net sales for the raw materials segment decreased 26% in the second quarter of 2023 compared to the second quarter of 2022, due to decreases for both DJJ brokerage and scrap processing operations in average sales price per ton and decreased volumes at our scrap processing operations. In the second quarter of 2023, approximately 94% of outside sales for the raw materials segment were from the brokerage operations of DJJ, and approximately 3% of outside sales were from the scrap processing operations of DJJ (91% and 7%, respectively, in the second quarter of 2022).
Net sales for the raw materials segment decreased 28% in the third quarterfirst six months of 20222023 compared to the third quarterfirst six months of 2021,2022, due to decreases for both DJJ brokerage and scrap processing operations in average sales price per ton and tons shipped to outside customers. In the third quarterfirst six months of 2022,2023, approximately 90%93% of outside sales for the raw materials segment were from the brokerage operations of DJJ, and approximately 6%3% of outside sales were from the scrap processing operations of DJJ (91% and 7%, respectively, in the third quarter of 2021).
Net sales for the raw materials segment decreased 5% in the first ninesix months of 2022 compared to the first nine months of 2021, due to decreased average sales price per ton in the scrap processing operations and decreased tons shipped to outside customers in both the DJJ brokerage and scrap processing operations. In the first nine months of 2022, approximately 91% of outside sales for the raw materials segment were from the brokerage operations of DJJ, and approximately 7% of outside sales were from the scrap processing operations of DJJ (90% and 8%, respectively, in the first nine months of 2021)2022).
2219
GrossGross Margins
Nucor recorded gross margins of $2.84$2.50 billion (27%(26%) in the thirdsecond quarter of 2022,2023, which was a decrease compared with $3.41to $4.10 billion (33%(35%) in the thirdsecond quarter of 2021.2022.
• The decrease in gross margin in the second quarter of 2023 as compared to the second quarter of 2022 was due primarily to lower metal margins across the steel mills segment. Metal margin is the difference between the selling price of steel and the cost of scrap and scrap substitutes.
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|
Scrap and scrap substitutes are the most significant element in the total cost of steel production. The average scrap and scrap substitute cost per gross ton used in the thirdsecond quarter of 20222023 was $502,$455, a 2%15% decrease compared to $511$534 in the thirdsecond quarter of 2021.2022. The decrease in scrap and scrap substitute costcosts was more than offset by decreased average selling prices and lower shipments to external customers, resulting in lower total metal margins.
Scrap prices are driven by the global supply and demand for scrap and other iron-based raw materials used to make steel. Scrap prices were volatile during the first nine months of 2022 as the conflict in Ukraine and other factors disrupted global supply chains. As we enter the fourththird quarter of 2023, we expect scrap prices to decrease compared to the second quarter of 2023.
• Pre-operating and start-up costs of new facilities were approximately $90 million in the second quarter of 2023 and approximately $60 million in the second quarter of 2022. Pre-operating and start-up costs in the second quarter of 2023 primarily included costs related to the plate mill in Kentucky, the sheet mill in West Virginia, and the sheet mill expansion in Indiana. Pre-operating and start-up costs in the second quarter of 2022 primarily included costs related to the plate mill in Kentucky, the sheet mill expansion in Kentucky and the construction of a galvanizing line at our sheet mill expansion in Arkansas. 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, Nucor no longer considers them to be in start-up. • Gross margins in the raw materials segment decreased in the second quarter of 2023 as compared to the second quarter of 2022, due to decreased gross margins across all businesses in the raw materials segment.
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|
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Nucor recorded gross margins of $10.41$4.50 billion (32%(25%) in the first ninesix months of 2022,2023, which was an increasea decrease compared with $7.50to $7.56 billion (29%(34%) in the first ninesix months of 2021.2022.
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2320
Marketing, Administrative and Other Expenses
A major component of marketing, administrative and other expenses is profit sharing and other incentive compensation costs. These costs, which are based upon and fluctuate with Nucor’s financial performance, decreased by $87.1$121.5 million in the thirdsecond quarter of 20222023 as compared to the thirdsecond quarter of 2021,2022, and increaseddecreased by $179.7$246.6 million in the first ninesix months of 20222023 as compared to the first ninesix months of 2021. The decrease2022. These decreases were due to Nucor's decreased profitability in the thirdsecond quarter and first six months of 2022 was due to the Company’s decreased earnings in the third quarter of 20222023 as compared to the third quarter of 2021. The increase in the first nine months of 2022 was due to Nucor’s increased profitability in the first nine months of 2022 as compared to the first nine months of 2021,respective prior year periods, which resulted in significantly increaseddecreased accruals related to profit sharing.
Equity in Earnings of Unconsolidated Affiliates
Equity in earnings of unconsolidated affiliates was $8.4$6.1 million and $32.5$7.1 million in the thirdsecond quarter of 20222023 and 2021,2022, respectively, and $23.2$4.8 million and $65.1$14.8 million in the first ninesix months of 20222023 and 2021,2022, respectively. The decreases in equity method investment earnings were primarily due to increased losses at Nucor-JFE, which is still in the start-up phasedecreased results of its operations.NuMit.
Losses on Assets
Included in the first nine months of 2021 earnings was a non-cash loss on assets of $42.0 million related to our leasehold interest in unproved oil and natural gas properties in the raw materials segment. Also included in the first nine months of 2021 earnings were losses on assets of $9.0 million in the steel products segment.
Interest Expense (Income)
Net interest expense for the thirdsecond quarter and first ninesix months of 20222023 and 20212022 was as follows (in thousands):
|
| Three Months (13 Weeks) Ended |
|
| Nine Months (39 Weeks) Ended |
|
| Three Months (13 Weeks) Ended |
|
| Six Months (26 Weeks) Ended |
| ||||||||||||||||||||
|
| October 1, 2022 |
|
| October 2, 2021 |
|
| October 1, 2022 |
|
| October 2, 2021 |
|
| July 1, 2023 |
|
| July 2, 2022 |
|
| July 1, 2023 |
|
| July 2, 2022 |
| ||||||||
Interest expense |
| $ | 54,569 |
|
| $ | 43,908 |
|
| $ | 162,159 |
|
| $ | 122,539 |
|
| $ | 60,806 |
|
| $ | 63,514 |
|
| $ | 123,488 |
|
| $ | 107,590 |
|
Interest income |
|
| (12,222 | ) |
|
| (623 | ) |
|
| (18,914 | ) |
|
| (3,830 | ) |
|
| (56,208 | ) |
|
| (5,751 | ) |
|
| (108,707 | ) |
|
| (6,692 | ) |
Interest expense, net |
| $ | 42,347 |
|
| $ | 43,285 |
|
| $ | 143,245 |
|
| $ | 118,709 |
|
| $ | 4,598 |
|
| $ | 57,763 |
|
| $ | 14,781 |
|
| $ | 100,898 |
|
Interest expense decreased in the second quarter of 2023 compared to the second quarter of 2022 due to an increase in capitalized interest. Interest expense increased in the third quarter and first ninesix months of 2023 compared to the first six months of 2022 compared to the third quarter and first nine months of 2021, primarily due to the following: an increase in average debt outstanding; higher average interest rates on debt; and approximately $9.3 million related to the early redemption of the 2023 Notes. Interest income increased in the third quarter and first nine months of 2022 compared to the third quarter and first nine months of 2021 due to higher average interest rates on investmentsdebt and an increase in average investment levels.debt outstanding.
Interest income increased in the second quarter and first six months of 2023 compared to the second quarter and first six months of 2022 primarily due to an increase in average interest rates on investments and higher average investments.
Earnings Before Income Taxes and Noncontrolling Interests
The table below presents earnings before income taxes and noncontrolling interests by segment for the thirdsecond quarter and first ninesix months of 20222023 and 20212022 (in thousands). The changes between periods were driven by the quantitative and qualitative factors previously discussed.
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|
| ||||||||||
|
| Three Months (13 Weeks) Ended |
|
| Six Months (26 Weeks) Ended |
| ||||||||||
|
| July 1, 2023 |
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| July 2, 2022 |
|
| July 1, 2023 |
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| July 2, 2022 |
| ||||
Steel mills |
| $ | 1,403,547 |
|
| $ | 2,815,723 |
|
| $ | 2,241,935 |
|
| $ | 5,394,577 |
|
Steel products |
|
| 1,010,789 |
|
|
| 1,129,932 |
|
|
| 1,981,591 |
|
|
| 1,814,799 |
|
Raw materials |
|
| 138,411 |
|
|
| 263,598 |
|
|
| 196,551 |
|
|
| 359,451 |
|
Corporate/eliminations |
|
| (502,965 | ) |
|
| (718,851 | ) |
|
| (773,511 | ) |
|
| (1,180,310 | ) |
| $ | 2,049,782 |
|
| $ | 3,490,402 |
|
| $ | 3,646,566 |
|
| $ | 6,388,517 |
|
|
|
|
|
|
|
| ||||||||||
|
| Three Months (13 Weeks) Ended |
|
| Nine Months (39 Weeks) Ended |
| ||||||||||
|
| Oct. 1, 2022 |
|
| Oct. 2, 2021 |
|
| Oct. 1, 2022 |
|
| Oct. 2, 2021 |
| ||||
Steel mills |
| $ | 1,287,855 |
|
| $ | 3,116,539 |
|
| $ | 6,682,432 |
|
| $ | 6,606,320 |
|
Steel products |
|
| 1,196,845 |
|
|
| 368,595 |
|
|
| 3,011,644 |
|
|
| 839,737 |
|
Raw materials |
|
| 279,189 |
|
|
| 161,870 |
|
|
| 638,640 |
|
|
| 505,248 |
|
Corporate/eliminations |
|
| (440,967 | ) |
|
| (777,897 | ) |
|
| (1,621,277 | ) |
|
| (1,758,204 | ) |
|
| $ | 2,322,922 |
|
| $ | 2,869,107 |
|
| $ | 8,711,439 |
|
| $ | 6,193,101 |
|
24
Noncontrolling Interests
Noncontrolling interests represent the income attributable to the holders of noncontrolling interests in Nucor’s joint ventures, NYS and CSI. Nucor owns a 51% controlling interest in each of NYS and CSI. The increasedecrease in earnings attributable to noncontrolling interests in the thirdsecond quarter and first ninesix months of 20222023 as compared to the thirdsecond quarter and first ninesix months of 20212022 was primarily due to the increaseddecreased earnings of NYS, which was a result of the increased metal margins,CSI as well as the earnings of CSI, for which results were consolidated beginning on February 1, 2022, the date Nucor acquired its 51% controlling ownership position.NYS.
21
Provision for Income Taxes
The effective tax rate for the thirdsecond quarter of 20222023 was 22.6% compared to 22.5%21.9% for the thirdsecond quarter of 2021.2022. The expected effective tax rate for the full year of 20222023 is approximately 22.6%22.9%.
We estimate that in the next 12 months our gross unrecognized tax benefits, which totaled $136.9$161.5 million at OctoberJuly 1, 2022,2023, exclusive of interest, could decrease by as much as $8.5$5.8 million as a result of the expiration of the statute of limitations and the closures of examinations, substantially all of which would impact the effective tax rate.
The IRS is currently examining Nucor’s 2015, 2019 and 2020 federal income tax returns. Nucor has concluded U.S. federal income tax matters for tax years through 2014, and for tax years 2016 and 2018. The tax years 2017 and 2021 remain open to examination by the IRS. The 2015 and 2018through 2021 Canadian income tax returns for Harris Steel Group Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 2016 through 20212022 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada and other state and local jurisdictions).
Net Earnings Attributable to Nucor Stockholders and Return on Equity
Nucor reported consolidated net earnings attributable to Nucor stockholders of $1.69$1.46 billion, or $6.50$5.81 per diluted share, in the thirdsecond quarter of 20222023 as compared to consolidated net earnings attributable to Nucor stockholders of $2.13$2.56 billion, or $7.28$9.67 per diluted share, in the thirdsecond quarter of 2021.2022. Net earnings attributable to Nucor stockholders as a percentage of net sales were 16.1%15.3% and 20.6%21.7% in the thirdsecond quarter of 2023 and 2022, and 2021, respectively.
Nucor reported consolidated net earnings attributable to Nucor stockholders of $6.35$2.60 billion, or $23.85$10.26 per diluted share, in the first ninesix months of 20222023 as compared to consolidated net earnings attributable to Nucor stockholders of $4.58$4.66 billion, or $15.34$17.30 per diluted share, in the first ninesix months of 2021.2022. Net earnings attributable to Nucor stockholders as a percentage of net sales were 19.4%14.2% and 17.5%20.9% in the first ninesix months of 2023 and 2022, and 2021, respectively. Annualized return on average stockholders’ equity was 53.4%27.1% and 50.4%60.4% in the first ninesix months of 2023 and 2022, and 2021, respectively.
Outlook
We continue to believe that 2022 will be the most profitable year forexpect earnings in Nucor’s history. As we approach the end of the year, we are seeing increasingly challenging market conditions amid economic uncertainty.
We expect fourth quarter of 2022 earnings to be decreased from the third quarter of 2022. In2023 to decrease compared to the second quarter of 2023. We expect earnings for the steel mills segment we expect considerably lower earningsto decline in the fourththird quarter of 20222023 as compared to the thirdsecond quarter of 20222023 due to lower average selling prices and lower volumes,decreased profitability, with the largest decrease in profitability expectedimpact at our sheet mills. The earnings of the steel products segment isare expected to have another strong quartermoderate in the fourth quarter of 2022, but the segment’s profitability is anticipated to decrease from the third quarter of 2022 primarily due to typical seasonality experienced in the fourth quarter. The raw materials segment is expected to have significantly decreased earnings in the fourth quarter of 20222023 as compared to the second quarter of 2023. Earnings for the raw materials segment are expected to decrease in the third quarter of 20222023 as compared to the second quarter of 2023 due to decreased selling prices for raw materials.margin compression at our DRI facilities and scrap processing operations.
Nucor’s largest exposure to market risk is in our steel mills and steel products segments. Our largest single customer in the thirdsecond quarter of 20222023 represented approximately 5% of sales and has consistently paid within terms. In the raw materials segment, we are exposed to price fluctuations related to the purchase of scrap and scrap substitutes, pig iron and iron ore. Businesses within the steel mills segment account for the majority of the raw materials segment’s sales.
25
Liquidity and Capital Resources
We believe our financial strength is a key strategic advantage, among domestic steel producers, particularly during recessionary business cycles. We carrycurrently have the highest credit ratings of any steel producer headquartered in North America, with an A- long-term rating from Standard & Poor’s, an A- rating from Fitch Ratings and a Baa1 long-term rating from Moody’s. Our credit ratings are dependent, however, upon a number of factors, both qualitative and quantitative, and are subject to change at any time. The disclosure of our credit ratings is made in order to enhance investors’ understanding of our sources of liquidity and the impact of our credit ratings on our cost of funds.
Our liquidity position as of OctoberJuly 1, 20222023 remained strong, consisting of total cash and cash equivalents, short-term investments and restricted cash and cash equivalents of $3.51$5.39 billion as of such date compared to $2.76$4.94 billion as of December 31, 2021.2022. Of these totals, the amount of restricted cash and cash equivalents was $79.9$12.7 million at OctoberJuly 1, 20222023 and $143.8$80.4 million at December 31, 2021. 2022. Approximately $896.3$583.3 million of the cash and cash equivalents position at OctoberJuly, 1, 2022,2023, was held by our majority-owned and controlled subsidiaries including CSI which was acquired on February 1, 2022, as compared to $540.3 million$1.04 billion at December 31, 2021.2022.
22
Cash provided by operating activities was $7.54$3.13 billion in the first ninesix months of 20222023 as compared to $3.62$4.73 billion in the first ninesix months of 2021.2022. The $3.92$1.60 billion increasedecrease was primarily driven by net earnings before noncontrolling interests of $6.75$2.82 billion for the first ninesix months of 2022, an increase2023, a decrease of $1.97$2.14 billion overfrom net earnings inbefore noncontrolling interests for the prior year period of $4.78$4.95 billion. In addition,Partially offsetting the decline in net earnings before noncontrolling interests were the changes in operating assets and operating liabilities (exclusive of acquisitions) onlywhich used cash of $58.3$310.0 million in the first ninesix months of 20222023 as compared to $2.04 billionusing cash of $730.6 million in the first ninesix months of 2021.2022.
The funding of our working capital in the first ninesix months of 20222023 decreased by $1.98 billion over$420.6 million compared to the first ninesix months of 20212022 mainly due to the change in accounts receivable using $1.52 billion$378.3 million less cash and the change in inventories using $2.35 billion lessfederal income taxes providing $362.9 million more cash as compared to the same period in 2021. The change in accounts receivable used cash of $104.8 million in the first nine months of 2022 as compared to $1.62 billion in the first nine months of 2021. The change in inventories provided cash of $371.1 million in the first nine months of 2022 as compared to using cash of $1.98 billion in the same period of 2021.2022. These changes were offset by the changes$321.2 million decrease in accounts payable, federal income taxes andthe change in salaries, wages and related accruals in the first ninesix months of 20222023 as compared to the first ninesix months of 2021. The change in accounts payable used cash of $299.8 millionin the first nine months of 2022 as compared to providing cash of $343.0 million in the first nine months of 2021, a decrease of $642.8 million. The change in federal income taxes used cash of $302.3 millionin the first nine months of 2022as compared to providing cash of $262.2 million in the first nine months of 2021, a decrease of $564.5 million.2022. The change in salaries, wages, and related accruals providedused cash of $121.2$574.0 million in the first ninesix months of 20222023 as compared to $835.4$252.8 million in the first ninesix months of 2021, a decrease of $714.1 million,2022, due primarily to the payout in the first ninesix months of 20222023 of the incentive compensation for 2021,2022, which was higher than the incentive compensation for 20202021 that was paid out in the first ninesix months of 20212022 due to higher Company earnings in 2021.2022.
The current ratio was 3.13.8 at the end of the thirdsecond quarter of 20222023 and 2.53.4 at year-end 2021.2022. The increase in the current ratio at the end of the thirdsecond quarter of 20222023 compared to year-end 20212022 was due to the increase in cash and cash equivalents and short-term investments and the$325.6 million, or 8%, decrease in the current portion of long-term debtliabilities. The decrease in current liabilities was primarily due to the payment of the $600.0$610.2 million aggregate principal amount outstanding of the 2022 Notesdecrease in salaries, wages and related accruals in the third quarterfirst six months of 2022.2023 as compared to the first six months of 2022 due to the aforementioned incentive compensation accrued on December 31, 2022 and paid out during the first six months of 2023.
Cash used in investing activities during the first ninesix months of 20222023 was $4.99$1.38 billion as compared to $2.38$4.54 billion in the prior year period,, an increase a decrease of $2.61 billion.$3.16 billion. The primary reason for the changedecrease in cash used in investing activities was an increasethe decrease in cash used for acquisitions (net of cash acquired)$3.47 billion. Acquisitions were significantly higher in the first six months of $2.20 billion for2022 due to the acquisitionsacquisition of CSI on February 1, 2022 and C.H.I. Overhead Doors, LLC on June 24, 2022. Cash used for capital expenditures of $1.43$1.06 billion in the first ninesix months of 20222023 increased by $223.0$88.3 million over the same period of 20212022 primarily due to the plate mill under constructionand tubular product facility being built in Kentucky, the sheet mill expansion in IndianaWest Virginia and the sheetmicro mill under constructionbeing built in West Virginia.North Carolina. Capital expenditures for 20222023 are estimated to be approximately $2.0$3.0 billion as compared to $1.70$1.95 billion in 2021.2022. The projects that we anticipate will have the largest capital expenditures in 20222023 are the plate mill under construction in Kentucky, the sheet mill expansions in Kentucky and Indiana and the sheet mill under construction in West Virginia,. the micro mill being built in North Carolina, the sheet mill expansion in Indiana and the plate mill in Kentucky.
Cash used in financing activities during the first ninesix months of 20222023 was $1.93$1.59 billionas compared to $1.95 billion$614.3 million in the first ninesix months of 2021.2022. The primary uses of cash were: (i)were stock repurchases of $2.36$876.7 million in the first six months of 2023 as compared to $1.71 billion in the first ninesix months of 2022, as compared to $1.77 billion in the first nine months a decrease of 2021, an increase of $586.1 million; (ii) repayments of long-term debt of $1.11 billion in the first nine months of 2022 (none in the same period of 2021);$831.2 million and (iii) distributions to noncontrolling interests of $300.8$388.8 million in the first ninesix months of 20222023 as compared to $120.6$268.5 million in the first ninesix months of 2021,2022, an increase of $180.2$120.2 million. The primary change in the source of cash offsetting these uses of cash was proceeds from long-term debt, net of discount to the public, of $2.09 billion in the first ninesix months of 2022 as compared to $197.0millionnone in the first ninesix months of 2021, an increase of $1.89billion. 2023. In the first ninesix months of 2022, Nucor issued $500.0$500.0 million aggregate principal amount of its 3.950% Notes due in 2025, $500.0 million aggregate principal amount of its 4.300% Notes due in 2027, $550.0 million aggregate principal amount of the 20253.125% Notes $500.0 million aggregate principal amount of the 2027 Notes, $550.0 million aggregate
26
principal amount of thedue in 2032 Notes and $550.0 million aggregate principal amount of the 2052 Notes.3.850% Notes due in 2052. On April 25, 2022, Nucorwe redeemed all $500.0 million aggregate principal amount outstanding of the 2023 Notes. On August 15, 2022, Nucor redeemed all $600.0 million aggregate principal amount outstanding of the 2022 Notes.our 4.000% Notes due 2023.
Nucor’s $1.75 billion revolving credit facility matures on November 5, 2026.2026. The revolving credit facility includes only one financial covenant, which is a limit of 60% on the ratio of funded debt to total capital. In addition, the revolving credit facility contains customary non-financial covenants, including a limit on Nucor’s ability to pledge the Company’s assets and a limit on consolidations, mergers and sales of assets. As of OctoberJuly 1, 2022,2023, the funded debt to total capital ratio was 26.3%24.2% and we were in compliance with all non-financial covenants under the revolving credit facility. No borrowings were outstanding under the revolving credit facility as of OctoberJuly 1, 2022.2023.
In September 2022,June 2023, Nucor’s Board of Directors declared a quarterly cash dividend on Nucor’s common stock of $0.50$0.51 per share payable on November 10, 2022August 11, 2023 to stockholders of record on SeptemberJune 30, 2022.2023. This dividend is Nucor’s 198th201st consecutive quarterly cash dividend.
Funds provided from operations, cash and cash equivalents, short-term investments, restricted cash and cash equivalents and new borrowings under our existing credit facilities are expected to be adequate to meet future capital
23
expenditure and working capital requirements for existing operations for at least the next 24 months. We also believe we have adequate access to capital markets for liquidity purposes.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
In the ordinary course of business, Nucor is exposed to a variety of market risks. We continually monitor these risks and develop strategies to manage them.
Interest Rate Risk
Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. Nucor also occasionally makes use of interest rate swaps to manage net exposure to interest rate changes. Management does not believe that Nucor’s exposure to interest rate risk has significantly changed since December 31, 2021.2022. There were no interest rate swaps outstanding at OctoberJuly 1, 2022.2023.
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 raw materials requirements and 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 drillingproduction operations is being sold to third parties to partially offset our exposure to changes in the price of natural gas consumed by our Louisiana DRI facility and our steel mills in the United States.
Nucor also periodically uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in the production process and to hedge a portion of our scrap, aluminum and copper purchases and sales. Gains and losses from derivatives designated as hedges are deferred in accumulated other comprehensive loss, net of income taxes in the condensed consolidated balance sheets and recognized in net earnings in the same period as the underlying physical transaction. At OctoberJuly 1, 2022,2023, accumulated other comprehensive loss, net of income taxes included $61.3$3.5 million in unrealized net-of-tax gains for the fair value of these derivative instruments. Changes in the fair values of derivatives not designated as hedges are recognized in net earnings each period.
27
The following table presents the negative effect on pre-tax earnings of a hypothetical change in the fair value of the derivative instruments outstanding at OctoberJuly 1, 2022,2023, 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 |
| $ | 20,325 |
|
| $ | 50,813 |
|
| $ | 13,960 |
|
| $ | 34,910 |
|
Aluminum |
| $ | 5,573 |
|
| $ | 16,194 |
|
| $ | 4,421 |
|
| $ | 12,672 |
|
Copper |
| $ | 995 |
|
| $ | 2,485 |
|
| $ | 1,004 |
|
| $ | 2,504 |
|
Any resulting changes in fair value would be recorded as adjustments to accumulated other comprehensive loss, net of income taxes or recognized in net earnings, as appropriate. These hypothetical losses would be partially offset by the benefit of lower prices paid or higher prices received for the physical commodities.
Foreign Currency Risk
Nucor is exposed to foreign currency risk primarily through its operations in Canada, Europe and Mexico. We periodically use derivative contracts to mitigate the risk of currency fluctuations. Open foreign currency derivative contracts at OctoberJuly 1, 20222023 were insignificant.
24
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the evaluation date.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting during the quarter ended OctoberJuly 1, 20222023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
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.
There were no proceedings that were pending or contemplated under federal, state or local environmental laws that the Company reasonably believes may result in monetary sanctions of at least $1.0 million (the threshold chosen by Nucor as permitted by Item 103 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and which Nucor believes is reasonably designed to result in disclosure of any such proceeding that is material to its business or financial condition).
Item 1A. Risk Factors
There have been no material changes in Nucor’s risk factors from those included in “Item 1A. Risk Factors” in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2021.2022.
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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 OctoberJuly 1, 20222023 was as follows (in thousands, except per share amounts):
|
| Total |
|
| Average |
|
| Total Number of |
|
| Approximate |
| ||||
April 2, 2023 - April 29, 2023 |
|
| 2,323 |
|
| $ | 147.99 |
|
|
| 2,323 |
|
| $ | 317,952 |
|
April 30, 2023 - May 27, 2023 |
|
| 744 |
|
| $ | 144.01 |
|
|
| 744 |
|
| $ | 4,000,000 |
|
May 28, 2023 - July 1, 2023 |
|
| - |
|
| $ | - |
|
|
| - |
|
| $ | 4,000,000 |
|
For the Quarter Ended July 1, 2023 |
|
| 3,067 |
|
|
|
|
|
| 3,067 |
|
|
|
|
|
| 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) |
| ||||
July 3, 2022 - July 30, 2022 |
|
| 3,159 |
|
| $ | 112.29 |
|
|
| 3,159 |
|
| $ | 1,786,862 |
|
July 31, 2022 - August 27, 2022 |
|
| 1,415 |
|
| $ | 138.40 |
|
|
| 1,415 |
|
| $ | 1,590,971 |
|
August 28, 2022 - October 1, 2022 |
|
| 760 |
|
| $ | 133.52 |
|
|
| 760 |
|
| $ | 1,489,517 |
|
For the Quarter Ended October 1, 2022 |
|
| 5,334 |
|
|
|
|
|
|
| 5,334 |
|
|
|
|
|
Item 5 Other Information
Insider Trading Arrangements During the quarter ended July 1, 2023, none of our directors or officers (as defined in rule 16a-1 (f) under the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as such terms are defined in Item 408 of Regulation S-K). 27 |
|
|
|
29
Item 6. Exhibits
Exhibit No. | Description of Exhibit | |
3 | ||
3.1 | ||
| ||
31* | ||
31.1* | ||
32** | ||
32.1** | ||
101* | Financial Statements (Unaudited) from the Quarterly Report on Form 10-Q of Nucor Corporation for the quarter ended | |
104* | Cover Page from the Quarterly Report on Form 10-Q of Nucor Corporation for the quarter ended | |
|
|
|
|
30
* Filed herewith.
** Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K.
(#) Indicates a management contract or compensatory plan or arrangement
28
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
NUCOR CORPORATION | |||
By: | /s/ Stephen D. Laxton | ||
Stephen D. Laxton | |||
Chief Financial Officer, Treasurer and | |||
Executive Vice President |
Dated: NovemberAugust 9, 20222023
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