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NUCOR CORP - Quarter Report: 2022 July (Form 10-Q)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended July 2, 2022

OR

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

For the transition period from                      to                     

Commission File Number: 1-4119

 

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

13-1860817

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

 

 

1915 Rexford Road, Charlotte, North Carolina

 

28211

(Address of principal executive offices)

 

(Zip Code)

(704) 366-7000

(Registrant’s telephone number, including area code)

 

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

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.40 per share

 

NUE

 

New York Stock Exchange

 

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

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

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

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

Emerging growth company

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

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

261,785,429 shares of the registrant’s common stock were outstanding at July 2, 2022.

 

 

 


Table of Contents

 

 

Nucor Corporation

Quarterly Report on Form 10-Q

For the Three Months and Six Months Ended July 2, 2022

Table of Contents

 

 

 

 

 

 

 

Page

Part I

 

Financial Information

 

 

 

 

 

 

 

 

 

 

 

Item 1

 

Financial Statements (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Earnings – Three Months (13 Weeks) and Six Months (26 Weeks) Ended July 2, 2022 and July 3, 2021

 

1

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income – Three Months (13 Weeks) and Six Months (26 Weeks) Ended July 2, 2022 and July 3, 2021

 

2

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets – July 2, 2022 and December 31, 2021

 

3

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows – Six Months (26 Weeks) Ended July 2, 2022 and July 3, 2021

 

4

 

 

 

 

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

5

 

 

 

 

 

 

 

 

 

Item 2

 

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

 

19

 

 

 

 

 

 

 

 

 

Item 3

 

Quantitative and Qualitative Disclosures About Market Risk

 

26

 

 

 

 

 

 

 

 

 

Item 4

 

Controls and Procedures

 

27

 

 

 

 

 

 

 

Part II

 

Other Information

 

 

 

 

 

 

 

 

 

 

 

Item 1

 

Legal Proceedings

 

28

 

 

 

 

 

 

 

 

 

Item 1A

 

Risk Factors

 

28

 

 

 

 

 

 

 

 

 

Item 2

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

28

 

 

 

 

 

 

 

 

 

Item 6

 

Exhibits

 

29

 

 

 

 

 

 

 

Signatures

 

30

 

 

 

 

 

 

 

 

 

i


Table of Contents

 

 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Nucor Corporation Condensed Consolidated Statements of Earnings (Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 2, 2022

 

 

July 3, 2021

 

 

July 2, 2022

 

 

July 3, 2021

 

Net sales

 

$

11,794,474

 

 

$

8,789,164

 

 

$

22,287,756

 

 

$

15,806,304

 

Costs, expenses and other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

7,690,211

 

 

 

6,315,661

 

 

 

14,725,354

 

 

 

11,710,364

 

Marketing, administrative and other expenses

 

 

563,211

 

 

 

387,070

 

 

 

1,087,795

 

 

 

678,194

 

Equity in earnings of unconsolidated affiliates

 

 

(7,113

)

 

 

(19,403

)

 

 

(14,808

)

 

 

(32,642

)

Losses on assets

 

 

-

 

 

 

44,308

 

 

 

-

 

 

 

50,970

 

Interest expense, net

 

 

57,763

 

 

 

35,780

 

 

 

100,898

 

 

 

75,424

 

 

 

 

8,304,072

 

 

 

6,763,416

 

 

 

15,899,239

 

 

 

12,482,310

 

Earnings before income taxes and noncontrolling interests

 

 

3,490,402

 

 

 

2,025,748

 

 

 

6,388,517

 

 

 

3,323,994

 

Provision for income taxes

 

 

763,165

 

 

 

454,289

 

 

 

1,434,165

 

 

 

765,021

 

Net earnings

 

 

2,727,237

 

 

 

1,571,459

 

 

 

4,954,352

 

 

 

2,558,973

 

Earnings attributable to noncontrolling interests

 

 

166,004

 

 

 

64,591

 

 

 

297,496

 

 

 

109,673

 

Net earnings attributable to Nucor stockholders

 

$

2,561,233

 

 

$

1,506,868

 

 

$

4,656,856

 

 

$

2,449,300

 

Net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

9.69

 

 

$

5.05

 

 

$

17.34

 

 

$

8.14

 

Diluted

 

$

9.67

 

 

$

5.04

 

 

$

17.30

 

 

$

8.13

 

Average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

263,221

 

 

 

296,817

 

 

 

267,416

 

 

 

299,359

 

Diluted

 

 

263,719

 

 

 

297,529

 

 

 

268,066

 

 

 

299,738

 

 

See notes to condensed consolidated financial statements.

1


Table of Contents

 

 

Nucor Corporation Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

 

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 2, 2022

 

 

July 3, 2021

 

 

July 2, 2022

 

 

July 3, 2021

 

Net earnings

 

$

2,727,237

 

 

$

1,571,459

 

 

$

4,954,352

 

 

$

2,558,973

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized income on hedging derivatives, net

   of income taxes of $5,100 and $2,600 for the second

   quarter of 2022 and 2021, respectively, and $21,900

   and $3,000 for the first six months of 2022 and

   2021, respectively

 

 

16,138

 

 

 

8,204

 

 

 

69,614

 

 

 

9,203

 

Reclassification adjustment for settlement of hedging

   derivatives included in net earnings, net of income

   taxes of ($4,800) and $0 for the second quarter of

   2022 and 2021, respectively, and ($6,500) and

   $100 for the first six months of 2022 and

   2021, respectively

 

 

(15,136

)

 

 

196

 

 

 

(20,526

)

 

 

697

 

Foreign currency translation (loss) gain, net of income

   taxes of $0 for the second quarter and first six

   months of 2022 and 2021

 

 

(27,308

)

 

 

21,431

 

 

 

(4,616

)

 

 

35,232

 

 

 

 

(26,306

)

 

 

29,831

 

 

 

44,472

 

 

 

45,132

 

Comprehensive income

 

 

2,700,931

 

 

 

1,601,290

 

 

 

4,998,824

 

 

 

2,604,105

 

Comprehensive income attributable to noncontrolling

   interests

 

 

166,004

 

 

 

64,591

 

 

 

297,496

 

 

 

109,673

 

Comprehensive income attributable to Nucor stockholders

 

$

2,534,927

 

 

$

1,536,699

 

 

$

4,701,328

 

 

$

2,494,432

 

 

See notes to condensed consolidated financial statements.

2


Table of Contents

 

 

Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

 

 

 

July 2, 2022

 

 

Dec 31, 2021

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

2,002,708

 

 

$

2,364,858

 

Short-term investments

 

 

363,287

 

 

 

253,005

 

Accounts receivable, net

 

 

4,749,600

 

 

 

3,853,972

 

Inventories, net

 

 

6,579,142

 

 

 

6,011,182

 

Other current assets

 

 

339,074

 

 

 

316,540

 

Total current assets

 

 

14,033,811

 

 

 

12,799,557

 

Property, plant and equipment, net

 

 

9,213,600

 

 

 

8,114,818

 

Restricted cash and cash equivalents

 

 

88,262

 

 

 

143,800

 

Goodwill

 

 

3,929,503

 

 

 

2,827,344

 

Other intangible assets, net

 

 

3,429,149

 

 

 

1,103,759

 

Other assets

 

 

974,132

 

 

 

833,794

 

Total assets

 

$

31,668,457

 

 

$

25,823,072

 

LIABILITIES

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Short-term debt

 

$

100,509

 

 

$

107,723

 

Current portion of long-term debt and finance lease obligations

 

 

629,171

 

 

 

615,678

 

Accounts payable

 

 

2,315,796

 

 

 

1,974,041

 

Salaries, wages and related accruals

 

 

1,239,617

 

 

 

1,495,166

 

Accrued expenses and other current liabilities

 

 

1,074,108

 

 

 

964,805

 

Total current liabilities

 

 

5,359,201

 

 

 

5,157,413

 

Long-term debt and finance lease obligations due after one year

 

 

6,621,685

 

 

 

4,961,410

 

Deferred credits and other liabilities

 

 

1,834,763

 

 

 

1,100,455

 

Total liabilities

 

 

13,815,649

 

 

 

11,219,278

 

Commitments and contingencies

 

 

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

 

 

Nucor stockholders' equity:

 

 

 

 

 

 

 

 

Common stock

 

 

152,061

 

 

 

152,061

 

Additional paid-in capital

 

 

2,115,178

 

 

 

2,140,608

 

Retained earnings

 

 

22,064,383

 

 

 

17,674,100

 

Accumulated other comprehensive loss,

   net of income taxes

 

 

(70,810

)

 

 

(115,282

)

Treasury stock

 

 

(7,452,168

)

 

 

(5,835,098

)

Total Nucor stockholders' equity

 

 

16,808,644

 

 

 

14,016,389

 

Noncontrolling interests

 

 

1,044,164

 

 

 

587,405

 

Total equity

 

 

17,852,808

 

 

 

14,603,794

 

Total liabilities and equity

 

$

31,668,457

 

 

$

25,823,072

 

 

See notes to condensed consolidated financial statements.

3


Table of Contents

 

 

Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

 

Six Months (26 Weeks) Ended

 

 

 

July 2, 2022

 

 

July 3, 2021

 

Operating activities:

 

 

 

 

 

 

 

 

Net earnings

 

$

4,954,352

 

 

$

2,558,973

 

Adjustments:

 

 

 

 

 

 

 

 

Depreciation

 

 

397,270

 

 

 

362,492

 

Amortization

 

 

87,267

 

 

 

41,858

 

Stock-based compensation

 

 

74,219

 

 

 

66,729

 

Deferred income taxes

 

 

(36,220

)

 

 

102,367

 

Distributions from affiliates

 

 

2,287

 

 

 

180

 

Equity in earnings of unconsolidated affiliates

 

 

(14,808

)

 

 

(32,642

)

Losses on assets

 

 

-

 

 

 

50,970

 

Changes in assets and liabilities (exclusive of acquisitions and dispositions):

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(648,569

)

 

 

(1,093,021

)

Inventories

 

 

(157,976

)

 

 

(1,673,962

)

Accounts payable

 

 

198,062

 

 

 

726,649

 

Federal income taxes

 

 

33,441

 

 

 

290,287

 

Salaries, wages and related accruals

 

 

(252,758

)

 

 

385,265

 

Other operating activities

 

 

97,174

 

 

 

97,041

 

Cash provided by operating activities

 

 

4,733,741

 

 

 

1,883,186

 

Investing activities:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(968,795

)

 

 

(702,378

)

Investment in and advances to affiliates

 

 

(227

)

 

 

(169

)

Disposition of plant and equipment

 

 

15,996

 

 

 

10,665

 

Acquisitions (net of cash acquired)

 

 

(3,465,866

)

 

 

300

 

Purchases of investments

 

 

(330,278

)

 

 

(357,917

)

Proceeds from the sale of investments

 

 

219,996

 

 

 

367,512

 

Other investing activities

 

 

(7,096

)

 

 

587

 

Cash used in investing activities

 

 

(4,536,270

)

 

 

(681,400

)

Financing activities:

 

 

 

 

 

 

 

 

Net change in short-term debt

 

 

(7,214

)

 

 

42,780

 

Proceeds from issuance of long-term debt, net of discount

 

 

2,091,934

 

 

 

-

 

Repayment of long-term debt

 

 

(506,000

)

 

 

-

 

Bond issuance costs

 

 

(13,138

)

 

 

-

 

Proceeds from exercise of stock options

 

 

18,819

 

 

 

128,800

 

Payment of tax withholdings on certain stock-based compensation

 

 

(58,218

)

 

 

(64,416

)

Distributions to noncontrolling interests

 

 

(268,535

)

 

 

(97,196

)

Cash dividends

 

 

(272,038

)

 

 

(246,539

)

Acquisition of treasury stock

 

 

(1,707,893

)

 

 

(916,145

)

Proceeds from government incentives

 

 

125,000

 

 

 

-

 

Other financing activities

 

 

(17,059

)

 

 

(5,072

)

Cash used in financing activities

 

 

(614,342

)

 

 

(1,157,788

)

Effect of exchange rate changes on cash

 

 

(817

)

 

 

8,079

 

(Decrease) increase in cash and cash equivalents and

   restricted cash and cash equivalents

 

 

(417,688

)

 

 

52,077

 

Cash and cash equivalents and restricted cash and cash

   equivalents - beginning of year

 

 

2,508,658

 

 

 

2,754,929

 

Cash and cash equivalents and restricted cash and cash

   equivalents - end of six months

 

$

2,090,970

 

 

$

2,807,006

 

Non-cash investing activity:

 

 

 

 

 

 

 

 

Change in accrued plant and equipment purchases

 

$

(23,583

)

 

$

44,754

 

 

See notes to condensed consolidated financial statements.

4


Table of Contents

 

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

1. Basis of Interim Presentation

The information furnished in this Item 1 reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented and are of a normal and recurring nature unless otherwise noted. The information furnished has not been audited; however, the December 31, 2021 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.

2. Inventories

Inventories consisted of approximately 37% raw materials and supplies and 63% finished and semi-finished products at July 2, 2022 (43% and 57%, respectively, at December 31, 2021). 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 $10.72 billion at July 2, 2022 ($10.39 billion at December 31, 2021).

 

4. Goodwill and Other Intangible Assets

The change in the net carrying amount of goodwill for the six months ended July 2, 2022 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

 

 

 

1,062,176

 

 

 

-

 

 

 

1,124,187

 

Other

 

 

-

 

 

 

-

 

 

 

(19,983

)

 

 

(19,983

)

Translation

 

 

-

 

 

 

(2,045

)

 

 

-

 

 

 

(2,045

)

Balance at July 2, 2022

 

$

675,186

 

 

$

2,500,005

 

 

$

754,312

 

 

$

3,929,503

 

 

Nucor completed its most recent annual goodwill impairment testing as of the first day of the fourth quarter of 2021 and concluded that as of such date there was no impairment of goodwill for any of its reporting units.

The annual assessment performed in 2021 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% 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 $361.3 million as of July 2, 2022 ($363.0 million as of December 31, 2021). 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 $40.9 million as of July 2, 2022 ($45.0 million as of December 31, 2021). 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


Table of Contents

 

Intangible assets with estimated useful lives of five to 25 years are amortized on a straight-line or accelerated basis and were comprised of the following as of July 2, 2022 and December 31, 2021 (in thousands):

 

 

 

July 2, 2022

 

 

December 31, 2021

 

 

 

Gross Amount

 

 

Accumulated

Amortization

 

 

Gross Amount

 

 

Accumulated

Amortization

 

Customer relationships

 

$

4,134,981

 

 

$

982,186

 

 

$

1,872,348

 

 

$

924,506

 

Trademarks and trade names

 

 

364,355

 

 

 

110,946

 

 

 

217,255

 

 

 

99,906

 

Other

 

 

108,446

 

 

 

85,501

 

 

 

105,522

 

 

 

66,954

 

 

 

$

4,607,782

 

 

$

1,178,633

 

 

$

2,195,125

 

 

$

1,091,366

 

 

Intangible asset amortization expense in the second quarter of 2022 and 2021 was $45.9 million and $20.8 million, respectively, and $87.3 million and $41.9 million in the first six months of 2022 and 2021, respectively. Annual amortization expense is estimated to be $233.2 million in 2022; $232.7 million in 2023; $232.0 million in 2024; $231.0 million in 2025; and $228.0 million in 2026.

5. Current Liabilities

Book overdrafts, included in accounts payable in the condensed consolidated balance sheets, were $185.6 million at July 2, 2022 ($143.8 million at December 31, 2021). Dividends payable, included in accrued expenses and other current liabilities in the condensed consolidated balance sheets, were $132.1 million at July 2, 2022 ($137.6 million at December 31, 2021).

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 July 2, 2022 and December 31, 2021 (in thousands). Nucor does not have any non-financial assets or non-financial liabilities that are measured at fair value on a recurring basis.

 

 

 

 

 

 

 

Fair Value Measurements at Reporting Date Using

 

Description

 

Carrying

Amount in

Condensed

Consolidated

Balance

Sheets

 

 

Quoted Prices

in Active

Markets for

Identical

Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

As of July 2, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

1,230,885

 

 

$

1,230,885

 

 

$

-

 

 

$

-

 

Short-term investments

 

 

363,287

 

 

 

363,287

 

 

 

-

 

 

 

-

 

Restricted cash and cash equivalents

 

 

88,262

 

 

 

88,262

 

 

 

-

 

 

 

-

 

Derivative contracts

 

 

77,860

 

 

-

 

 

 

77,860

 

 

 

-

 

Total assets

 

$

1,760,294

 

 

$

1,682,434

 

 

$

77,860

 

 

$

-

 

As of December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

1,776,477

 

 

$

1,776,477

 

 

$

-

 

 

$

-

 

Short-term investments

 

 

253,005

 

 

 

253,005

 

 

 

-

 

 

 

-

 

Restricted cash and cash equivalents

 

 

143,800

 

 

 

143,800

 

 

 

-

 

 

 

-

 

Derivative contracts

 

 

6,633

 

 

 

-

 

 

 

6,633

 

 

 

-

 

Total assets

 

$

2,179,915

 

 

$

2,173,282

 

 

$

6,633

 

 

$

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(2,666

)

 

$

-

 

 

$

(2,666

)

 

$

-

 

 

6


Table of Contents

 

 

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 July 2, 2022 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 $6.77 billion at July 2, 2022 (approximately $6.06 billion at December 31, 2021). The debt fair value estimates are classified under Level 2 because such estimates are based on readily available market prices of our debt at July 2, 2022 and December 31, 2021, 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 six months of 2022 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

 

 

1,186

 

 

$

55.58

 

 

 

 

 

 

 

Granted

 

 

98

 

 

$

130.71

 

 

 

 

 

 

 

Exercised

 

 

(359

)

 

$

52.45

 

 

 

 

$

24,547

 

Canceled

 

 

-

 

 

$

-

 

 

 

 

 

 

 

Outstanding at July 2, 2022

 

 

925

 

 

$

64.77

 

 

7.6 years

 

$

40,947

 

Stock options exercisable at July 2, 2022

 

 

401

 

 

$

56.57

 

 

6.4 years

 

$

20,055

 

 

For the 2022 stock option grant, the grant date fair value of $45.27 per share was calculated using the Black-Scholes options pricing model with the following assumptions:

 

Exercise price

 

$

130.71

 

Expected dividend yield

 

 

1.53

%

Expected stock price volatility

 

 

35.77

%

Risk-free interest rate

 

 

2.98

%

Expected life (in years)

 

 

6.5

 

 

Compensation expense for stock options was $3.9 million and $2.6 million in the second quarter of 2022 and 2021, respectively, and $4.4 million and $2.9 million in the first six months of 2022 and 2021, respectively. As of July 2, 2022, unrecognized compensation expense related to stock options was $3.1 million, which is expected to be recognized over a weighted-average period of 2.0 years.

7


Table of Contents

 

Restricted Stock Units

A summary of Nucor’s restricted stock unit (“RSU”) activity for the first six months of 2022 is as follows (shares in thousands):

 

 

 

Shares

 

 

Grant Date

Fair Value

 

Restricted stock units:

 

 

 

 

 

 

 

 

Unvested at beginning of year

 

 

1,167

 

 

$

60.45

 

Granted

 

 

774

 

 

$

130.71

 

Vested

 

 

(849

)

 

$

75.80

 

Canceled

 

 

(6

)

 

$

60.71

 

Unvested at July 2, 2022

 

 

1,086

 

 

$

98.55

 

 

Compensation expense for RSUs was $41.9 million and $22.7 million in the second quarter of 2022 and 2021, respectively, and $50.9 million and $32.0 million in the first six months of 2022 and 2021, respectively. As of July 2, 2022, unrecognized compensation expense related to unvested RSUs was $93.7 million, which is expected to be recognized over a weighted-average period of 1.5 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 six months of 2022 is as follows (shares in thousands):

 

 

 

 

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value

 

Restricted stock units and restricted stock awards:

 

 

 

 

 

 

 

 

Unvested at beginning of year

 

 

107

 

 

$

57.17

 

Granted

 

 

465

 

 

$

128.62

 

Vested

 

 

(341

)

 

$

119.52

 

Canceled

 

 

-

 

 

$

-

 

Unvested at July 2, 2022

 

 

231

 

 

$

109.02

 

 

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 $1.8 million and $21.6 million in the second quarter of 2022 and 2021, respectively, and $18.8 million and $31.8 million in the first six months of 2022 and 2021, respectively. As of July 2, 2022, unrecognized compensation expense related to unvested restricted stock awards was $7.5 million, which is expected to be recognized over a weighted-average period of 2.2 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 $333.0 million and $192.4 million in the second quarter of 2022 and 2021, respectively, and $619.9 million and $321.3 million in the first six months of 2022 and 2021, respectively. The related liability for these benefits is included in salaries, wages and related accruals in the condensed consolidated balance sheets.

8


Table of Contents

 

10. Interest Expense (Income)

The components of net interest expense for the second quarter and first six months of 2022 and 2021 are as follows (in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 2, 2022

 

 

July 3, 2021

 

 

July 2, 2022

 

 

July 3, 2021

 

Interest expense

 

$

63,514

 

 

$

37,661

 

 

$

107,590

 

 

$

78,631

 

Interest income

 

 

(5,751

)

 

 

(1,881

)

 

 

(6,692

)

 

 

(3,207

)

Interest expense, net

 

$

57,763

 

 

$

35,780

 

 

$

100,898

 

 

$

75,424

 

 

11. Income Taxes

The effective tax rate for the second quarter of 2022 was 21.9% compared to 22.4% for the second quarter of 2021.

 

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 year 2016. The tax years 2017 and 2018 remain open to examination by the IRS. The 2015 and 2018 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 2015 through 2020 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada and other state and local jurisdictions).

 Non-current deferred tax liabilities included in deferred credits and other liabilities in the condensed consolidated balance sheets were $1.30 billion at July 2, 2022 ($610.3 million at December 31, 2021). The increase in non-current deferred tax liabilities in the first six 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


Table of Contents

 

 

 

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%, for the three months and six months ended July 2, 2022 and July 3, 2021 (in thousands):

 

 

 

 

 

 

 

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

 

 

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,

   net of forfeitures

 

 

(3,546

)

 

 

-

 

 

 

-

 

 

 

(52,313

)

 

 

-

 

 

 

-

 

 

 

(775

)

 

 

48,767

 

 

 

(3,546

)

 

 

-

 

Amortization of unearned

   compensation

 

 

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

   interests

 

 

(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

 

 

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,

   net of forfeitures

 

 

39,552

 

 

 

-

 

 

 

-

 

 

 

(31,143

)

 

 

-

 

 

 

-

 

 

 

(1,163

)

 

 

70,695

 

 

 

39,552

 

 

 

-

 

Amortization of unearned

   compensation

 

 

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

   interests

 

 

(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

 

 


10


Table of Contents

 

 

 

 

 

 

 

 

 

Three Months (13 Weeks) Ended July 3, 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, April 3, 2021

 

$

11,861,723

 

 

 

380,154

 

 

$

152,061

 

 

$

2,160,909

 

 

$

12,163,626

 

 

$

(103,560

)

 

 

80,912

 

 

$

(2,925,796

)

 

$

11,447,240

 

 

$

414,483

 

Net earnings

 

 

1,571,459

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,506,868

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,506,868

 

 

 

64,591

 

Other comprehensive income (loss)

 

 

29,831

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

29,831

 

 

 

-

 

 

 

-

 

 

 

29,831

 

 

 

-

 

Stock options exercised

 

 

21,276

 

 

 

-

 

 

 

-

 

 

 

5,337

 

 

 

-

 

 

 

-

 

 

 

(419

)

 

 

15,939

 

 

 

21,276

 

 

 

-

 

Stock option expense

 

 

2,575

 

 

 

-

 

 

 

-

 

 

 

2,575

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,575

 

 

 

-

 

Issuance of stock under award plans,

   net of forfeitures

 

 

(18,338

)

 

 

-

 

 

 

-

 

 

 

(50,566

)

 

 

-

 

 

 

-

 

 

 

(799

)

 

 

32,228

 

 

 

(18,338

)

 

 

-

 

Amortization of unearned

   compensation

 

 

(1,100

)

 

 

-

 

 

 

-

 

 

 

(1,100

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,100

)

 

 

-

 

Treasury stock acquired

 

 

(614,286

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,765

 

 

 

(614,286

)

 

 

(614,286

)

 

 

-

 

Cash dividends declared

 

 

(120,088

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(120,088

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(120,088

)

 

 

-

 

Distributions to noncontrolling

   interests

 

 

(23,401

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(23,401

)

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

 

 

 

 

 

 

 

 

Six Months (26 Weeks) Ended July 3, 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

 

 

2,558,973

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,449,300

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,449,300

 

 

 

109,673

 

Other comprehensive income (loss)

 

 

45,132

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

45,132

 

 

 

-

 

 

 

-

 

 

 

45,132

 

 

 

-

 

Stock options exercised

 

 

128,800

 

 

 

-

 

 

 

-

 

 

 

35,825

 

 

 

-

 

 

 

-

 

 

 

(2,554

)

 

 

92,975

 

 

 

128,800

 

 

 

-

 

Stock option expense

 

 

2,908

 

 

 

-

 

 

 

-

 

 

 

2,908

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,908

 

 

 

-

 

Issuance of stock under award plans,

   net of forfeitures

 

 

(2,736

)

 

 

-

 

 

 

-

 

 

 

(43,666

)

 

 

-

 

 

 

-

 

 

 

(1,041

)

 

 

40,930

 

 

 

(2,736

)

 

 

-

 

Amortization of unearned

   compensation

 

 

800

 

 

 

-

 

 

 

-

 

 

 

800

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

800

 

 

 

-

 

Treasury stock acquired

 

 

(916,145

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

12,145

 

 

 

(916,145

)

 

 

(916,145

)

 

 

-

 

Cash dividends declared

 

 

(242,746

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(242,746

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(242,746

)

 

 

-

 

Distributions to noncontrolling

   interests

 

 

(97,196

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(97,196

)

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

 

 

 

Dividends declared per share were $0.50 per share in the second quarter of 2022 ($0.405 per share in the second quarter of 2021) and $1.00 per share in the first six months of 2022 ($0.81 per share in the first six months of 2021).

On December 2, 2021, the Company announced that the Board of Directors had approved a new share repurchase program under which the Company is authorized to repurchase up to $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 July 2, 2022, the Company had approximately $2.14 billion available for share repurchases under the program authorized by the Company’s Board of Directors.

 

 

11


Table of Contents

 

 

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 six months ended July 2, 2022 and July 3, 2021 (in thousands):

 

 

 

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

  income (loss) at April 2, 2022

 

$

49,198

 

 

$

(102,176

)

 

$

8,474

 

 

$

(44,504

)

Other comprehensive income (loss)

   before reclassifications

 

 

16,138

 

 

 

(27,308

)

 

 

-

 

 

 

(11,170

)

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (1)

 

 

(15,136

)

 

 

-

 

 

 

-

 

 

 

(15,136

)

Net current-period other comprehensive

   income (loss)

 

 

1,002

 

 

 

(27,308

)

 

 

-

 

 

 

(26,306

)

Accumulated other comprehensive

   income (loss) at July 2, 2022

 

$

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

   income (loss) at December 31, 2021

 

$

1,112

 

 

$

(124,868

)

 

$

8,474

 

 

$

(115,282

)

Other comprehensive income (loss)

   before reclassifications

 

 

69,614

 

 

 

(4,616

)

 

 

-

 

 

 

64,998

 

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (1)

 

 

(20,526

)

 

 

-

 

 

 

-

 

 

 

(20,526

)

Net current-period other comprehensive

   income (loss)

 

 

49,088

 

 

 

(4,616

)

 

 

-

 

 

 

44,472

 

Accumulated other comprehensive

   income (loss) at July 2, 2022

 

$

50,200

 

 

$

(129,484

)

 

$

8,474

 

 

$

(70,810

)

 

(1)

Includes $(15,136) and $(20,526) net of tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net gains on commodity contracts in the second quarter and first six months of 2022, respectively. The tax impact of those reclassifications was $(4,800) and $(6,500) in the second quarter and first six months of 2022, respectively.

 

 

 

Three-Month (13-Week) Period Ended

 

 

 

July 3, 2021

 

 

 

Gains and (Losses) on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gains (Losses)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive

   income (loss) at April 3, 2021

 

$

(3,200

)

 

$

(107,026

)

 

$

6,666

 

 

$

(103,560

)

Other comprehensive income (loss)

   before reclassifications

 

 

8,204

 

 

 

21,431

 

 

 

-

 

 

 

29,635

 

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (2)

 

 

196

 

 

 

-

 

 

 

-

 

 

 

196

 

Net current-period other comprehensive

   income (loss)

 

 

8,400

 

 

 

21,431

 

 

 

-

 

 

 

29,831

 

Accumulated other comprehensive

   income (loss) at July 3, 2021

 

$

5,200

 

 

$

(85,595

)

 

$

6,666

 

 

$

(73,729

)

12


Table of Contents

 

 

 

 

 

Six-Month (26-Week) Period Ended

 

 

 

July 3, 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

 

 

9,203

 

 

 

35,232

 

 

 

-

 

 

 

44,435

 

Amounts reclassified from accumulated

   other comprehensive income (loss)

   into earnings (2)

 

 

697

 

 

 

-

 

 

 

-

 

 

 

697

 

Net current-period other comprehensive

   income (loss)

 

 

9,900

 

 

 

35,232

 

 

 

-

 

 

 

45,132

 

Accumulated other comprehensive

   income (loss) at July 3, 2021

 

$

5,200

 

 

$

(85,595

)

 

$

6,666

 

 

$

(73,729

)

13


Table of Contents

 

 

 

(2)   Includes $196 and $697 net of tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the second quarter and first six months of 2021, respectively. The tax impact of those reclassifications was $0 and $100 in the second quarter and first six months of 2021, respectively.       

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 businesses; 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”). 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, and wire and wire mesh. The raw materials segment includes The David J. Joseph Company and its affiliates (“DJJ”), primarily a scrap broker and processor; Nu-Iron Unlimited and Nucor Steel Louisiana LLC (“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.

Nucor’s results by segment for the second quarter and first six months of 2022 and 2021 were as follows (in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 2, 2022

 

 

July 3, 2021

 

 

July 2, 2022

 

 

July 3, 2021

 

Net sales to external customers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

7,256,067

 

 

$

5,909,909

 

 

$

13,774,676

 

 

$

10,518,686

 

Steel products

 

 

3,842,948

 

 

 

2,241,107

 

 

 

7,166,036

 

 

 

4,051,162

 

Raw materials

 

 

695,459

 

 

 

638,148

 

 

 

1,347,044

 

 

 

1,236,456

 

 

 

$

11,794,474

 

 

$

8,789,164

 

 

$

22,287,756

 

 

$

15,806,304

 

Intercompany sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

1,763,563

 

 

$

1,496,298

 

 

$

3,356,821

 

 

$

2,721,411

 

Steel products

 

 

117,289

 

 

 

80,394

 

 

 

251,995

 

 

 

151,613

 

Raw materials

 

 

4,145,690

 

 

 

4,009,808

 

 

 

7,692,209

 

 

 

7,656,003

 

Corporate/eliminations

 

 

(6,026,542

)

 

 

(5,586,500

)

 

 

(11,301,025

)

 

 

(10,529,027

)

 

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Earnings before income taxes and

   noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

2,815,723

 

 

$

2,174,807

 

 

$

5,394,577

 

 

$

3,489,781

 

Steel products

 

 

1,129,932

 

 

 

259,330

 

 

 

1,814,799

 

 

 

471,142

 

Raw materials

 

 

263,598

 

 

 

120,143

 

 

 

359,451

 

 

 

343,378

 

Corporate/eliminations

 

 

(718,851

)

 

 

(528,532

)

 

 

(1,180,310

)

 

 

(980,307

)

 

 

$

3,490,402

 

 

$

2,025,748

 

 

$

6,388,517

 

 

$

3,323,994

 

 

 

 

July 2, 2022

 

 

Dec. 31, 2021

 

Segment assets:

 

 

 

 

 

 

 

 

Steel mills

 

$

15,255,411

 

 

$

13,235,463

 

Steel products

 

 

12,464,340

 

 

 

7,845,010

 

Raw materials

 

 

3,678,516

 

 

 

3,870,806

 

Corporate/eliminations

 

 

270,190

 

 

 

871,793

 

 

 

$

31,668,457

 

 

$

25,823,072

 

 

14


Table of Contents

 

 

15. Revenue

The following tables disaggregate our revenue by major source for the second quarter and first six months of 2022 and 2021 (in thousands):

 

 

 

Three Months (13 Weeks) Ended July 2, 2022

 

 

Six Months (26 Weeks) Ended July 2, 2022

 

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

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 July 3, 2021

 

 

Six Months (26 Weeks) Ended July 3, 2021

 

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

 

Steel

Mills

 

 

Steel

Products

 

 

Raw

Materials

 

 

Total

 

Sheet

 

$

3,104,304

 

 

$

-

 

 

$

-

 

 

$

3,104,304

 

 

$

5,455,759

 

 

$

-

 

 

$

-

 

 

$

5,455,759

 

Bar

 

 

1,515,115

 

 

 

-

 

 

 

-

 

 

 

1,515,115

 

 

 

2,776,157

 

 

 

-

 

 

 

-

 

 

 

2,776,157

 

Structural

 

 

619,541

 

 

 

-

 

 

 

-

 

 

 

619,541

 

 

 

1,096,736

 

 

 

-

 

 

 

-

 

 

 

1,096,736

 

Plate

 

 

670,949

 

 

 

-

 

 

 

-

 

 

 

670,949

 

 

 

1,190,034

 

 

 

-

 

 

 

-

 

 

 

1,190,034

 

Tubular Products

 

 

-

 

 

 

512,503

 

 

 

-

 

 

 

512,503

 

 

 

-

 

 

 

887,156

 

 

 

-

 

 

 

887,156

 

Rebar Fabrication

 

 

-

 

 

 

480,727

 

 

 

-

 

 

 

480,727

 

 

 

-

 

 

 

867,284

 

 

 

-

 

 

 

867,284

 

Joist

 

 

-

 

 

 

257,202

 

 

 

-

 

 

 

257,202

 

 

 

-

 

 

 

486,331

 

 

 

-

 

 

 

486,331

 

Deck

 

 

-

 

 

 

227,748

 

 

 

-

 

 

 

227,748

 

 

 

-

 

 

 

421,161

 

 

 

-

 

 

 

421,161

 

Other Steel Products

 

 

-

 

 

 

762,927

 

 

 

-

 

 

 

762,927

 

 

 

-

 

 

 

1,389,230

 

 

 

-

 

 

 

1,389,230

 

Raw Materials

 

 

-

 

 

 

-

 

 

 

638,148

 

 

 

638,148

 

 

 

-

 

 

 

-

 

 

 

1,236,456

 

 

 

1,236,456

 

 

 

$

5,909,909

 

 

$

2,241,107

 

 

$

638,148

 

 

$

8,789,164

 

 

$

10,518,686

 

 

$

4,051,162

 

 

$

1,236,456

 

 

$

15,806,304

 

 

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 $295.1 million as of July 2, 2022 ($251.9 million as of December 31, 2021) and are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

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16. Earnings Per Share

The computations of basic and diluted net earnings per share for the second quarter and first six months of 2022 and 2021 are as follows (in thousands, except per share amounts):

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 2, 2022

 

 

July 3, 2021

 

 

July 2, 2022

 

 

July 3, 2021

 

Basic net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic net earnings

 

$

2,561,233

 

 

$

1,506,868

 

 

$

4,656,856

 

 

$

2,449,300

 

Earnings allocated to participating securities

 

 

(11,041

)

 

 

(6,676

)

 

 

(19,380

)

 

 

(12,426

)

Net earnings available to common stockholders

 

$

2,550,192

 

 

$

1,500,192

 

 

$

4,637,476

 

 

$

2,436,874

 

Basic average shares outstanding

 

 

263,221

 

 

 

296,817

 

 

 

267,416

 

 

 

299,359

 

Basic net earnings per share

 

$

9.69

 

 

$

5.05

 

 

$

17.34

 

 

$

8.14

 

Diluted net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net earnings

 

$

2,561,233

 

 

$

1,506,868

 

 

$

4,656,856

 

 

$

2,449,300

 

Earnings allocated to participating securities

 

 

(10,997

)

 

 

(6,649

)

 

 

(19,302

)

 

 

(12,385

)

Net earnings available to common stockholders

 

$

2,550,236

 

 

$

1,500,219

 

 

$

4,637,554

 

 

$

2,436,915

 

Diluted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic average shares outstanding

 

 

263,221

 

 

 

296,817

 

 

 

267,416

 

 

 

299,359

 

Dilutive effect of stock options and other

 

 

498

 

 

 

712

 

 

 

650

 

 

 

379

 

 

 

 

263,719

 

 

 

297,529

 

 

 

268,066

 

 

 

299,738

 

Diluted net earnings per share

 

$

9.67

 

 

$

5.04

 

 

$

17.30

 

 

$

8.13

 

 

The following stock options were excluded from the computation of diluted net earnings per share for the second quarter and first six months of 2022 and 2021 because their effect would have been anti-dilutive (shares in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 2, 2022

 

 

July 3, 2021

 

 

July 2, 2022

 

 

July 3, 2021

 

Anti-dilutive stock options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares

 

 

-

 

 

 

52

 

 

 

-

 

 

 

152

 

Weighted-average exercise price

 

$

-

 

 

$

110.74

 

 

$

-

 

 

$

73.47

 

 

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, or, as applicable, will be 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. The 2023 Notes were redeemed using a portion of the net proceeds from the issuance and sale of the March 2022 Notes. On July 15, 2022, Nucor provided the required 30-day notice of redemption to holders of the 2022 Notes that we intend to redeem the 2022 Notes in-full on August 15, 2022.

 

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.

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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 (Hannibal Industries and Elite Storage Solutions). 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

 

 

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.

 

 

 

 

 

 

 

 

 

 

 

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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 an even wider 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.

 

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 six months of 2022, exclusive of purchase price adjustments made and net of cash acquired, totaled approximately $76.2 million. Pro-forma results of operations for the Company would not be materially different if the aggregate acquisitions made during the year were included and, therefore, this information is not presented.

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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 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 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; 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, 2021 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.

Overview

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

Nucor reports its results in the following segments: steel mills, steel products and raw materials. The steel mills segment includes carbon and alloy steel in sheet, bars, structural and plate; steel trading businesses; rebar distribution businesses; and Nucor’s equity method investments in NuMit and Nucor-JFE. The steel products segment includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, precision castings, steel fasteners, metal building systems, insulated metal panels, overhead doors, steel grating, tubular products, steel racking, piling products, and wire and wire mesh. The raw materials segment includes DJJ, primarily a 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.

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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. This acquisition gives Nucor a strong presence in the Western region of the United States and grows our ability to produce an even wider 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 of approximately $3.00 billion, net of cash acquired. 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 recently through other value-added products such as insulated metal panels (CENTRIA, Metl-Span and TrueCore brands) and steel racking solutions (Hannibal Industries and Elite Storage Solutions). 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 81%, 76% and 75%, respectively, in the first six months of 2022 compared with approximately 96%, 76% and 77%, respectively, in the first six months of 2021.

Results of Operations

 

Nucor reported record consolidated net earnings of $2.56 billion, or $9.67 per diluted share, for the second quarter of 2022, surpassing the previous record set in the fourth quarter of 2021 of $2.25 billion, or $7.97 per diluted share. By comparison, Nucor reported consolidated net earnings of $2.10 billion, or $7.67 per diluted share, in the first quarter of 2022 and consolidated net earnings of $1.51 billion, or $5.04 per diluted share, in the second quarter of 2021.

 

Nucor’s consolidated net earnings for the first six months of 2022 were $4.66 billion, or $17.30 per diluted share, making it the most profitable first six months in the Company’s history. By comparison, Nucor reported consolidated net earnings of $2.45 billion, or $8.13 per diluted share, in the first six months of 2021.

 

The significant increase in earnings in the second quarter and first six months of 2022 as compared to the respective periods in 2021 was primarily due to significant increases in average selling prices that more than exceeded the impact of decreased shipping volumes during the same periods. Average selling prices increased rapidly in the first six months of 2021 and continued to increase over the remainder of 2021 as demand was robust across most of the end markets we serve. In the steel mills segment, prices softened in the first six months of 2022 from the fourth quarter of 2021, due primarily to decreased average sheet pricing. However, average selling prices in the steel products segment continued to increase in the first six months of 2022.

 

Comparing the second quarter of 2022 to the first quarter of 2022, all three operating segments generated higher earnings with the largest increase in our steel products segment.  Overall, demand from nonresidential construction markets remains strong and demand in our other key end-use markets appears stable and resilient in light of economic uncertainty.  

 

The following discussion provides a greater quantitative and qualitative analysis of Nucor’s performance in the second quarter and first six months of 2022 as compared to the second quarter and first six months of 2021.

Net Sales

 

Net sales to external customers by segment for the second quarter and first six months of 2022 and 2021 were as follows (in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

Six Months (26 Weeks) Ended

 

 

July 2, 2022

 

July 3, 2021

 

% Change

 

July 2, 2022

 

July 3, 2021

 

% Change

Steel mills

 

$ 7,256,067

 

$ 5,909,909

 

23%

 

$ 13,774,676

 

$ 10,518,686

 

31%

Steel products

 

3,842,948

 

2,241,107

 

71%

 

7,166,036

 

4,051,162

 

77%

Raw materials

 

695,459

 

638,148

 

9%

 

1,347,044

 

1,236,456

 

9%

Total net sales to external customers

 

$ 11,794,474

 

$ 8,789,164

 

34%

 

$ 22,287,756

 

$ 15,806,304

 

41%

 

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Net sales for the second quarter of 2022 increased 34% from the second quarter of 2021. Average sales price per ton increased 44% from $1,175 in the second quarter of 2021 to $1,690 in the second quarter of 2022. Total tons shipped to outside customers in the second quarter of 2022 were 6,977,000 tons, a 7% decrease from the second quarter of 2021.

 

Net sales for the first six months of 2022 increased 41% from the first six months of 2021. Average sales price per ton increased 55% from $1,078 in the first six months of 2021 to $1,667 in the first six months of 2022. Total tons shipped to outside customers in the first six months of 2022 were 13,371,000 tons, a 9% decrease from the first six months of 2021.

In the steel mills segment, sales tons for the second quarter and first six months of 2022 and 2021 were as follows (in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

Six Months (26 Weeks) Ended

 

 

July 2, 2022

 

July 3, 2021

 

% Change

 

July 2, 2022

 

July 3, 2021

 

% Change

Outside steel shipments

 

5,041

 

5,356

 

-6%

 

9,580

 

10,546

 

-9%

Inside steel shipments

 

1,407

 

1,378

 

2%

 

2,682

 

2,732

 

-2%

Total steel shipments

 

6,448

 

6,734

 

-4%

 

12,262

 

13,278

 

-8%

 

Net sales for the steel mills segment increased 23% in the second quarter of 2022 from the second quarter of 2021, due primarily to a 29% increase in the average sales price per ton, from $1,107 to $1,429, partially offset by a 6% decrease in tons sold to outside customers. Average selling prices increased across all product groups within the steel mills segment in the second quarter of 2022 as compared to the second quarter of 2021.

 

Net sales for the steel mills segment increased 31% in the first six months of 2022 from the first six months of 2021, due to a 43% increase in the average sales price per ton from $1,001 to $1,432, partially offset by a 9% decrease in tons sold to outside customers.

Outside sales tonnage for the steel products segment for the second quarter and first six months of 2022 and 2021 was as follows (in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

Six Months (26 Weeks) Ended

 

 

July 2, 2022

 

July 3, 2021

 

% Change

 

July 2, 2022

 

July 3, 2021

 

% Change

Joist sales

 

158

 

167

 

-5%

 

337

 

339

 

-1%

Deck sales

 

123

 

130

 

-5%

 

259

 

265

 

-2%

Cold finished sales

 

123

 

128

 

-4%

 

256

 

260

 

-2%

Rebar fabrication sales

 

339

 

338

 

     -

 

630

 

620

 

2%

Piling products sales

 

119

 

171

 

-30%

 

230

 

307

 

-25%

Tubular products sales

 

274

 

269

 

2%

 

504

 

519

 

-3%

Other steel products sales

 

175

 

109

 

61%

 

330

 

209

 

58%

Total steel products sales

 

1,311

 

1,312

 

     -

 

2,546

 

2,519

 

1%

 

Net sales for the steel products segment increased 71% in the second quarter of 2022 compared to the second quarter of 2021, due to a 72% increase in the average sales price per ton from $1,708 to $2,931. Average selling prices increased across all businesses within the steel products segment in the second quarter of 2022 as compared to the second quarter of 2021, most notably at our joist, deck and building systems businesses.

Net sales for the steel products segment increased 77% in the first six months of 2022 compared to the first six months of 2021, due to a 75% increase in the average sales price per ton from $1,608 to $2,814 and a 1% increase in tons sold to outside customers. Average selling prices increased across all businesses within the steel products segment in the first six months of 2022 as compared to the first six months of 2021, most notably at our joist, deck and building systems businesses.

Net sales for the raw materials segment increased 9% in both the second quarter and first six months of 2022 compared to the same prior year periods. The increases in net sales were due primarily to increased average selling prices at DJJ’s brokerage operations, which were partially offset by a decrease in volumes. In the second quarter 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 9%, respectively, in the second quarter of 2021). In the first six months of 2022, approximately 91% of outside sales for the raw materials segment

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were from the brokerage operations of DJJ, and approximately 7% of outside sales were from the scrap processing operations of DJJ (89% and 9%, respectively, in the first six months of 2021).

Gross Margins

Nucor recorded gross margins of $4.10 billion (35%) in the second quarter of 2022, which was a significant increase compared with $2.47 billion (28%) in the second quarter of 2021.

 

The primary driver for the increase in gross margins in the second quarter of 2022 as compared to the second quarter of 2021 was the increased gross margins in the steel products segment. The largest increases in gross margins in the steel products segment were at our joist, deck and building systems businesses. Demand in nonresidential construction markets continues to be strong. As we enter the third quarter of 2022, backlogs for the steel products segment are strong.

 

 

Gross margins in the steel mills segment increased in the second quarter of 2022 as compared to the second quarter of 2021 due to increased metal margins. Metal margin is the difference between the selling price of steel and the cost of scrap and scrap substitutes.

 

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 second quarter of 2022 was $534, a 17% increase compared to $457 in the second quarter of 2021. The increase in the average scrap and scrap substitute cost per gross ton used was more than offset by the previously mentioned increases in average selling prices.

Scrap prices are driven by the global supply and demand for scrap and other iron-based raw materials used to make steel. Scrap prices were volatile during the first six months of 2022 as the conflict in Ukraine and other factors disrupted global supply chains. As we enter the third quarter of 2022, scrap pricing has decreased.

 

Pre-operating and start-up costs of new facilities were approximately $60 million in the second quarter of 2022 and approximately $22 million in the second quarter of 2021. Pre-operating and start-up costs in the second quarter of 2022 and 2021 primarily included costs related to the sheet mill expansion in Kentucky, the plate mill being built in Kentucky and the 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, they are no longer considered by Nucor to be in start-up.   

 

Gross margins in the raw materials segment increased in the second quarter of 2022 as compared to the second quarter of 2021, primarily due to increased margins at our DRI facilities and DJJ’s scrap processing operations, which had strong profitability in the second quarter of 2022.

Nucor recorded gross margins of $7.56 billion (34%) in the first six months of 2022, which was a significant increase compared with $4.10 billion (26%) in the first six months of 2021.

 

The primary driver for the increase in gross margins in the first six months of 2022 as compared to the first six months of 2021 was the increased metal margins in the steel mills segment. The average scrap and scrap substitute cost per gross ton used in the first six months of 2022 was $516, a 20% increase compared to $431 in the first six months of 2021. The increase in the average scrap and scrap substitute cost per gross ton used was more than offset by the previously mentioned increases in average selling prices.

 

Pre-operating and start-up costs of new facilities increased to approximately $122 million in the first six months of 2022 from approximately $41 million in the first six months of 2021. Pre-operating and start-up costs in the first six months of 2022 and 2021 primarily included costs related to the sheet mill expansion in Kentucky, the plate mill being built in Kentucky and the galvanizing line at our sheet mill expansion in Arkansas. 

 

Gross margins in the steel products segment increased in the first six months of 2022 as compared to the first six months of 2021. The primary driver was the increased gross margins at our joist, deck and building systems businesses.

 

Gross margins in the raw materials segment decreased in the first six months of 2022 as compared to the first six months of 2021, primarily due to decreased gross margins at our DRI facilities in the first quarter of 2022, which improved in the second quarter of 2022.

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Marketing, Administrative and Other Expenses

A major component of marketing, administrative and other expenses is profit sharing and other incentive compensation costs. These costs, which are based upon and fluctuate with Nucor’s financial performance, increased by $109.7 million in the second quarter of 2022 as compared to the second quarter of 2021, and increased by $266.8 million in the first six months of 2022 as compared to the first six months of 2021. These increases were due to Nucor’s increased profitability in the second quarter and first six months of 2022 as compared to the respective prior year periods, which resulted in significantly increased accruals related to profit sharing.

Equity in Earnings of Unconsolidated Affiliates

 

Equity in earnings of unconsolidated affiliates was $7.1 million and $19.4 million in the second quarter of 2022 and 2021, respectively, and $14.8 million and $32.6 million in the first six months of 2022 and 2021, respectively. The decreases in equity method investment earnings were primarily due to increased losses at Nucor-JFE.

 

Losses on Assets

 

Included in the first six 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 six 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 second quarter and first six months of 2022 and 2021 was as follows (in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 2, 2022

 

 

July 3, 2021

 

 

July 2, 2022

 

 

July 3, 2021

 

Interest expense

 

$

63,514

 

 

$

37,661

 

 

$

107,590

 

 

$

78,631

 

Interest income

 

 

(5,751

)

 

 

(1,881

)

 

 

(6,692

)

 

 

(3,207

)

Interest expense, net

 

$

57,763

 

 

$

35,780

 

 

$

100,898

 

 

$

75,424

 

 

Interest expense increased in the second quarter and first six months of 2022 compared to the second quarter and first six months of 2021, primarily due to the following: an increase in average debt outstanding; higher average interest rates on debt; a decrease in capitalized interest; and approximately $9.3 million related to the early redemption of the 2023 Notes. Interest income increased in the second quarter and first six months of 2022 compared to the second quarter and first six months of 2021 due to higher average interest rates on investments and an increase in average investment levels.

Earnings Before Income Taxes and Noncontrolling Interests

 

The table below presents earnings before income taxes and noncontrolling interests by segment for the second quarter and first six months of 2022 and 2021 (in thousands). The changes between periods were driven by the quantitative and qualitative factors previously discussed.

 

 

 

 

 

 

 

 

 

 

Three Months (13 Weeks) Ended

 

 

Six Months (26 Weeks) Ended

 

 

 

July 2, 2022

 

 

July 3, 2021

 

 

July 2, 2022

 

 

July 3, 2021

 

Steel mills

 

$

2,815,723

 

 

$

2,174,807

 

 

$

5,394,577

 

 

$

3,489,781

 

Steel products

 

 

1,129,932

 

 

 

259,330

 

 

 

1,814,799

 

 

 

471,142

 

Raw materials

 

 

263,598

 

 

 

120,143

 

 

 

359,451

 

 

 

343,378

 

Corporate/eliminations

 

 

(718,851

)

 

 

(528,532

)

 

 

(1,180,310

)

 

 

(980,307

)

 

 

$

3,490,402

 

 

$

2,025,748

 

 

$

6,388,517

 

 

$

3,323,994

 

 

Noncontrolling Interests

Noncontrolling interests represent the income attributable to the holders of noncontrolling interests in Nucor’s joint ventures, NYS and CSI, both of which Nucor owns a 51% controlling interest. The increase in earnings attributable to noncontrolling interests in the second quarter and first six months of 2022 as compared to the second quarter and first six months of 2021 was due to the increased earnings of NYS, which was a result of the increased metal margins, as well as

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the earnings of CSI, for which results were consolidated beginning on February 1, 2022, the date Nucor acquired its 51% controlling ownership position.

Provision for Income Taxes

The effective tax rate for the second quarter of 2022 was 21.9% compared to 22.4% for the second quarter of 2021. The expected effective tax rate for the full year of 2022 is approximately 22.8%.

We estimate that in the next 12 months our gross unrecognized tax benefits, which totaled $124.0 million at July 2, 2022, exclusive of interest, could decrease by as much as $10.5 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 year 2016. The tax years 2017 and 2018 remain open to examination by the IRS. The 2015 and 2018 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 2015 through 2020 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada and other state and local jurisdictions).

Net Earnings Attributable to Nucor Stockholders and Return on Equity

Nucor reported consolidated net earnings of $2.56 billion, or $9.67 per diluted share, in the second quarter of 2022 as compared to consolidated net earnings of $1.51 billion, or $5.04 per diluted share, in the second quarter of 2021. Net earnings attributable to Nucor stockholders as a percentage of net sales were 21.7% and 17.1% in the second quarter of 2022 and 2021, respectively.

Nucor reported consolidated net earnings of $4.66 billion, or $17.30 per diluted share, in the first six months of 2022 as compared to consolidated net earnings of $2.45 billion, or $8.13 per diluted share, in the first six months of 2021. Net earnings attributable to Nucor stockholders as a percentage of net sales were 20.9% and 15.5% in the first six months of 2022 and 2021, respectively. Annualized return on average stockholders’ equity was 60.4% and 42.5% in the first six months of 2022 and 2021, respectively.

 

Outlook

As we enter the third quarter, demand remains stable and resilient across the major end-use markets we serve, and customer inventory levels appear right-sized relative to economic conditions. Though we expect a decrease from the record-setting second quarter, we anticipate another strong quarter of profitability in the third quarter of 2022. We believe that 2022 will be the most profitable year in Nucor’s history.

We expect the steel mills segment earnings to be sequentially lower in the third quarter of 2022, due to lower expected shipment volumes and average selling prices, particularly at our sheet and plate mills. The steel products segment is expected to have another very strong quarter in the third quarter of 2022, with earnings roughly in-line with the second quarter of 2022. Raw materials segment earnings are expected to improve in the third quarter of 2022 due to higher realized pricing at our DRI facilities.

Nucor’s largest exposure to market risk is in our steel mills and steel products segments. Our largest single customer in the second quarter of 2022 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. Our exposure to market risk is mitigated by the fact that our steel mills use a significant portion of the products of the raw materials segment.

Liquidity and Capital Resources

We believe our financial strength is a key strategic advantage among domestic steel producers, particularly during recessionary business cycles. We carry the highest credit ratings of any steel producer headquartered in North America, with an A- long-term rating from Standard & Poor’s and a Baa1 long-term rating from Moody’s. Our credit ratings are dependent, however, upon a number of factors, both qualitative and quantitative, and are subject to change at any time. The disclosure of our credit ratings is made in order to enhance investors’ understanding of our sources of liquidity and the impact of our credit ratings on our cost of funds.

 

Our liquidity position as of July 2, 2022 remained strong, consisting of total cash and cash equivalents, short-term investments and restricted cash and cash equivalents of $2.45 billion as of such date compared to $2.76 billion as of

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December 31, 2021. Of these totals, the amount of restricted cash and cash equivalents was $88.3 million at July 2, 2022 and $143.8 million at December 31, 2021. Approximately $664.6 million of the cash and cash equivalents position at July 2, 2022, was held by our majority-owned and controlled subsidiaries, including CSI which was acquired on February 1, 2022, as compared to $540.3 million at December 31, 2021.

 

Cash provided by operating activities was $4.73 billion in the first six months of 2022 as compared to $1.88 billion in the first six months of 2021. The $2.85 billion increase was primarily driven by net earnings of $4.95 billion for the first six months of 2022, an increase of $2.40 billion over net earnings in the prior year period of $2.56 billion. In addition, changes in operating assets and operating liabilities (exclusive of acquisitions) only used cash of $730.6 million in the first six months of 2022 as compared to $1.27 billion in the first six months of 2021.

 

The funding of our working capital in the first six months of 2022 decreased by $537.1 million over the first six months of 2021 mainly due to the change in accounts receivable using $444.5 million less cash and the change in inventories using $1.52 billion less cash as compared to the same period in 2021. The change in accounts receivable used cash of $648.6 million in the first six months of 2022 as compared to $1.09 billion in the first six months of 2021. The change in inventories used cash of $158.0 million in the first six months of 2022 as compared to $1.67 billion in the same period of 2021. These were offset by the change in accounts payable, federal income taxes and salaries, wages and related accruals in the first six months of 2022 as compared to the first six months of 2021. The change in accounts payable only provided cash of $198.1 million in the first six months of 2022 as compared to providing cash of $726.6 million in the first six months of 2021, a decrease of $528.6 million. The change in federal income taxes provided cash of $33.4 million in the first six months of 2022 as compared to providing cash of $290.3 million in the first six months of 2021, a decrease of $256.8 million. The change in salaries, wages and related accruals used cash of $252.8 million in the first six months of 2022 as compared to providing cash of $385.3 million in the first six months of 2021, a decrease of $638.0 million, due primarily to the payout in the first six months of 2022 of the incentive compensation for 2021, which was higher than the incentive compensation for 2020 that was paid out in the first six months of 2021 due to higher earnings in 2021.

 

The current ratio was 2.6 at the end of the second quarter of 2022, which was in-line with the current ratio of 2.5 at year-end 2021.

 

Cash used in investing activities during the first six months of 2022 was $4.54 billion as compared to $681.4 million in the prior year period, an increase of $3.85 billion. The primary reason for the change was an increase in cash used for acquisitions (net of cash acquired) of $3.47 billion due to the acquisitions of CSI on February 1, 2022 and C.H.I. on June 24, 2022. Cash used for capital expenditures of $968.8 million in the first six months of 2022 increased by $266.4 million over the same period of 2021 primarily due to the plate mill under construction in Kentucky, the sheet mill expansion in Kentucky and the sheet mill in West Virginia. Capital expenditures for 2022 are estimated to be around $2.35 billion as compared to $1.62 billion in 2021. The projects that we anticipate will have the largest capital expenditures in 2022 are the plate mill under construction in Brandenburg, Kentucky and the sheet mill in West Virginia.

 

Cash used in financing activities during the first six months of 2022 was $614.3 million as compared to $1.16 billion in the first six months of 2021. The primary uses of cash were: (i) stock repurchases of $1.71 billion in the first six months of 2022 as compared to $916.1 million in the first six months of 2021, an increase of $791.7 million; (ii) repayments of long-term debt of $506.0 million in the first six months of 2022 (none in the same period of 2021); and (iii) distributions to noncontrolling interests of $268.5 million in the first six months of 2022 as compared to $97.2 million in the first six months of 2021, an increase of $171.3 million. The primary 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 six months of 2022 (none in the same period of 2021). In the first six months of 2022, Nucor issued $500.0 million aggregate principal amount of its 2025 Notes, $500.0 million aggregate principal amount of its 2027 Notes, $550.0 million aggregate principal amount of the 2032 Notes and $550.0 million aggregate principal amount of the 2052 Notes. On April 25, 2022, we redeemed all $500.0 million aggregate principal amount outstanding of the 2023 Notes. On July 15, 2022, we provided the required 30-day notice of redemption to holders of the 2022 Notes that we intend to redeem the 2022 Notes in-full on August 15, 2022.

 

Nucor’s $1.75 billion revolving credit facility matures on November 5, 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 July 2, 2022, the funded debt to total capital ratio was 29.2% 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 July 2, 2022.

 

In June 2022, Nucor’s Board of Directors declared a quarterly cash dividend on Nucor’s common stock of $0.50 per share payable on August 11, 2022 to stockholders of record on June 30, 2022. This dividend is Nucor’s 197th consecutive quarterly cash dividend.

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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 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. In September 2022, $600.0 million aggregate principal amount of the 2022 Notes will mature which we expect to redeem in-full prior to that time using a portion of the net proceeds from the sale of the March 2022 Notes, along with cash on hand, if necessary.

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. There were no interest rate swaps outstanding at July 2, 2022.

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 drilling 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 on the condensed consolidated balance sheets and recognized in net earnings in the same period as the underlying physical transaction. At July 2, 2022, accumulated other comprehensive loss, net of income taxes included $50.2 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.

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 July 2, 2022, due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in thousands):

 

Commodity Derivative

 

10% Change

 

 

25% Change

 

Natural gas

 

$

21,150

 

 

$

52,870

 

Aluminum

 

$

1,489

 

 

$

10,984

 

Copper

 

$

923

 

 

$

2,293

 

 

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.

 

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Foreign Currency Risk

Nucor is exposed to foreign currency risk primarily through its operations in Canada, Europe and Mexico. We periodically use derivative contracts to mitigate the risk of currency fluctuations. Open foreign currency derivative contracts at July 2, 2022 were insignificant.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended July 2, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

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

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, 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.

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 July 2, 2022 was as follows (in thousands, except share and per share amounts):

 

 

 

Total

Number

of Shares

Purchased

 

 

Average

Price Paid

per Share (1)

 

 

Total Number of

Shares Purchased

as Part of Publicly

Announced Plans

or Programs (2)

 

 

Approximate

Dollar Value of

Shares that

May Yet Be

Purchased

Under the

Plans or

Programs (2)

 

April 3, 2022 - April 30, 2022

 

 

5,100

 

 

$

157.37

 

 

 

5,100

 

 

$

2,141,596

 

May 1, 2022 - May 28, 2022

 

 

-

 

 

$

-

 

 

 

-

 

 

$

2,141,596

 

May 29, 2022 - July 2, 2022

 

 

-

 

 

$

-

 

 

 

-

 

 

$

2,141,596

 

For the Quarter Ended July 2, 2022

 

 

5,100

 

 

 

 

 

 

 

5,100

 

 

 

 

 

 

(1)

Includes commissions of $0.50 per share.

(2)

On December 2, 2021, the Company announced that the Board of Directors had approved a new share repurchase program under which the Company is authorized to repurchase up to $4.00 billion of the Company’s common stock and terminated all previously authorized share repurchase programs. The share repurchase authorization is discretionary and has no expiration date.

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Item 6. Exhibits

 

Exhibit No.

 

Description of Exhibit

 

 

2

 

Stock Purchase Agreement, dated as of May 11, 2022, by and among Nucor Corporation, Arthur Holdings Corp. and Arthur Holdings L.P. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed May 16, 2022 (File No. 001-04119))

 

3

  

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

 

 

3.1

  

Bylaws of Nucor Corporation, as amended and restated February 22, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed February 24, 2021 (File No. 001-04119))

 

4

 

Fifth Supplemental Indenture, dated as of May 23, 2022, between Nucor Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed May 23, 2022 (File No. 001-04119))

 

4.1

 

Form of 3.950% Notes due 2025 (included in Exhibit 4 above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed May 23, 2022 (File No. 001-04119))

 

4.2

 

Form of 4.300% Notes due 2027 (included in Exhibit 4 above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed May 23, 2022 (File No. 001-04119))

 

10*

 

Executive Employment Agreement of John Hollatz (#)

 

10.1

 

Retirement, Separation, Waiver and Release Agreement, dated as of May 24, 2022, by and between Nucor Corporation and James D. Frias (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed May 25, 2022 (File No. 001-04119)) (#)

 

10.2*

 

Retirement, Separation, Waiver and Release Agreement, dated as of May 27, 2022, by and between Nucor Corporation and MaryEmily Slate (#)

 

31*

  

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

 

31.1*

  

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

 

32**

 

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

 

 

 

32.1**

 

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

 

 

 

101*

 

Financial Statements (Unaudited) from the Quarterly Report on Form 10-Q of Nucor Corporation for the quarter ended July 2, 2022, filed August 10, 2022, formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.

 

 

 

104*

 

Cover Page from the Quarterly Report on Form 10-Q of Nucor Corporation for the quarter ended July 2, 2022, filed August 10, 2022, formatted in Inline XBRL (included in Exhibit 101 above).

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

*

Filed herewith.

**

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

(#)

Indicates a management contract or compensatory plan or arrangement.

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SIGNATURES

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

 

 

NUCOR CORPORATION

 

 

 

 

 

By:

 

/s/ Stephen D. Laxton

 

 

 

Stephen D. Laxton

 

 

 

Chief Financial Officer, Treasurer and

 

 

 

Executive Vice President

 

Dated: August 10, 2022

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