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NUCOR CORP - Quarter Report: 2023 September (Form 10-Q)

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 September 30, 2023

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

245,838,999 shares of the registrant’s common stock were outstanding at September 30, 2023.

 

 


Table of Contents

 

Nucor Corporation

Quarterly Report on Form 10-Q

For the Three Months and Nine Months Ended September 30, 2023

Table of Contents

 

 

 

 

 

 

 

Page

Part I

 

Financial Information

 

 

 

 

 

 

 

 

 

 

 

Item 1

 

Financial Statements (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Earnings – Three Months (13 Weeks) and Nine Months (39 Weeks) Ended September 30, 2023 and October 1, 2022

 

1

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Comprehensive Income – Three Months (13 Weeks) and Nine Months (39 Weeks) Ended September 30, 2023 and October 1, 2022

 

2

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Balance Sheets – September 30, 2023 and December 31, 2022

 

3

 

 

 

 

 

 

 

 

 

 

 

Condensed Consolidated Statements of Cash Flows – Nine Months (39 Weeks) Ended September 30, 2023 and October 1, 2022

 

4

 

 

 

 

 

 

 

 

 

 

 

Notes to Condensed Consolidated Financial Statements

 

5

 

 

 

 

 

 

 

 

 

Item 2

 

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

 

16

 

 

 

 

 

 

 

 

 

Item 3

 

Quantitative and Qualitative Disclosures About Market Risk

 

24

 

 

 

 

 

 

 

 

 

Item 4

 

Controls and Procedures

 

26

 

 

 

 

 

 

 

Part II

 

Other Information

 

 

 

 

 

 

 

 

 

 

 

Item 1

 

Legal Proceedings

 

27

 

 

 

 

 

 

 

 

 

Item 1A

 

Risk Factors

 

27

 

 

 

 

 

 

 

 

 

Item 2

 

Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

 

28

 

 

 

 

 

 

 

 

 

Item 5

 

Other Information

 

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

 

 

Nine Months (39 Weeks) Ended

 

 

 

September 30, 2023

 

 

October 1, 2022

 

 

September 30, 2023

 

 

October 1, 2022

 

Net sales

 

$

8,775,734

 

 

$

10,500,755

 

 

$

27,008,970

 

 

$

32,788,511

 

Costs, expenses and other:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

6,854,934

 

 

 

7,657,364

 

 

 

20,588,294

 

 

 

22,382,718

 

Marketing, administrative and other expenses

 

 

385,768

 

 

 

486,560

 

 

 

1,229,051

 

 

 

1,574,355

 

Equity in losses (earnings) of unconsolidated affiliates

 

 

1,083

 

 

 

(8,438

)

 

 

(3,671

)

 

 

(23,246

)

Interest (income) expense, net

 

 

(14,133

)

 

 

42,347

 

 

 

648

 

 

 

143,245

 

 

 

7,227,652

 

 

 

8,177,833

 

 

 

21,814,322

 

 

 

24,077,072

 

Earnings before income taxes and noncontrolling interests

 

 

1,548,082

 

 

 

2,322,922

 

 

 

5,194,648

 

 

 

8,711,439

 

Provision for income taxes

 

 

326,827

 

 

 

523,879

 

 

 

1,154,689

 

 

 

1,958,044

 

Net earnings before noncontrolling interests

 

 

1,221,255

 

 

 

1,799,043

 

 

 

4,039,959

 

 

 

6,753,395

 

Earnings attributable to noncontrolling interests

 

 

79,749

 

 

 

104,295

 

 

 

300,557

 

 

 

401,791

 

Net earnings attributable to Nucor stockholders

 

$

1,141,506

 

 

$

1,694,748

 

 

$

3,739,402

 

 

$

6,351,604

 

Net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

4.58

 

 

$

6.51

 

 

$

14.86

 

 

$

23.90

 

Diluted

 

$

4.57

 

 

$

6.50

 

 

$

14.83

 

 

$

23.85

 

Average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

248,504

 

 

 

259,102

 

 

 

250,752

 

 

 

264,655

 

Diluted

 

 

248,916

 

 

 

259,526

 

 

 

251,179

 

 

 

265,239

 

 

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

 

 

Nine Months (39 Weeks) Ended

 

 

 

September 30, 2023

 

 

October 1, 2022

 

 

September 30, 2023

 

 

October 1, 2022

 

Net earnings before noncontrolling interests

 

$

1,221,255

 

 

$

1,799,043

 

 

$

4,039,959

 

 

$

6,753,395

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized (loss) income on hedging derivatives,
   net of income taxes of $(
1,500) and $8,800 for the
   third quarter of 2023 and 2022, respectively,
   and $(
10,700) and $30,700 for the first nine months
   of 2023 and 2022, respectively

 

 

(4,779

)

 

 

27,411

 

 

 

(33,782

)

 

 

97,025

 

Reclassification adjustment for settlement of hedging
   derivatives included in net earnings, net of income
   taxes of $
1,100 and $(5,200) for the third quarter
   of 2023 and 2022, respectively, and $
3,100 and
   $(
11,700) for the first nine months of 2023 and
   2022, respectively

 

 

3,579

 

 

 

(16,311

)

 

 

9,982

 

 

 

(36,837

)

Foreign currency translation gain (loss), net of income
   taxes of $
0 for the third quarter and first nine
   months of 2023 and 2022

 

 

(18,655

)

 

 

(43,843

)

 

 

12,490

 

 

 

(48,459

)

 

 

(19,855

)

 

 

(32,743

)

 

 

(11,310

)

 

 

11,729

 

Comprehensive income

 

 

1,201,400

 

 

 

1,766,300

 

 

 

4,028,649

 

 

 

6,765,124

 

Comprehensive income attributable to noncontrolling
   interests

 

 

79,749

 

 

 

104,295

 

 

 

300,557

 

 

 

401,791

 

Comprehensive income attributable to Nucor stockholders

 

$

1,121,651

 

 

$

1,662,005

 

 

$

3,728,092

 

 

$

6,363,333

 

 

See notes to condensed consolidated financial statements.

2


Table of Contents

 

Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

 

 

 

September 30, 2023

 

 

December 31, 2022

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

5,855,950

 

 

$

4,280,852

 

Short-term investments

 

 

863,140

 

 

 

576,946

 

Accounts receivable, net

 

 

3,427,697

 

 

 

3,591,030

 

Inventories, net

 

 

5,246,365

 

 

 

5,453,531

 

Other current assets

 

 

555,784

 

 

 

789,325

 

Total current assets

 

 

15,948,936

 

 

 

14,691,684

 

Property, plant and equipment, net

 

 

10,355,848

 

 

 

9,616,920

 

Restricted cash and cash equivalents

 

 

12,832

 

 

 

80,368

 

Goodwill

 

 

3,922,267

 

 

 

3,920,060

 

Other intangible assets, net

 

 

3,146,973

 

 

 

3,322,265

 

Other assets

 

 

880,930

 

 

 

847,913

 

Total assets

 

$

34,267,786

 

 

$

32,479,210

 

LIABILITIES

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Short-term debt

 

$

35,938

 

 

$

49,081

 

Current portion of long-term debt and finance lease obligations

 

 

24,934

 

 

 

28,582

 

Accounts payable

 

 

1,854,707

 

 

 

1,649,523

 

Salaries, wages and related accruals

 

 

1,268,771

 

 

 

1,654,210

 

Accrued expenses and other current liabilities

 

 

1,099,498

 

 

 

948,348

 

Total current liabilities

 

 

4,283,848

 

 

 

4,329,744

 

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

 

 

6,620,586

 

 

 

6,613,687

 

Deferred credits and other liabilities

 

 

1,854,270

 

 

 

1,965,873

 

Total liabilities

 

 

12,758,704

 

 

 

12,909,304

 

Commitments and contingencies

 

 

 

 

 

 

EQUITY

 

 

 

 

 

 

Nucor stockholders' equity:

 

 

 

 

 

 

Common stock

 

 

152,061

 

 

 

152,061

 

Additional paid-in capital

 

 

2,165,635

 

 

 

2,143,520

 

Retained earnings

 

 

28,110,225

 

 

 

24,754,873

 

Accumulated other comprehensive loss,
   net of income taxes

 

 

(148,827

)

 

 

(137,517

)

Treasury stock

 

 

(9,813,377

)

 

 

(8,498,243

)

Total Nucor stockholders' equity

 

 

20,465,717

 

 

 

18,414,694

 

Noncontrolling interests

 

 

1,043,365

 

 

 

1,155,212

 

Total equity

 

 

21,509,082

 

 

 

19,569,906

 

Total liabilities and equity

 

$

34,267,786

 

 

$

32,479,210

 

 

See notes to condensed consolidated financial statements.

3


Table of Contents

 

Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

 

 

 

Nine Months (39 Weeks) Ended

 

 

 

September 30, 2023

 

 

October 1, 2022

 

Operating activities:

 

 

 

 

 

 

Net earnings before noncontrolling interests

 

$

4,039,959

 

 

$

6,753,395

 

Adjustments:

 

 

 

 

 

 

Depreciation

 

 

681,153

 

 

 

609,933

 

Amortization

 

 

175,701

 

 

 

164,480

 

Stock-based compensation

 

 

101,107

 

 

 

99,838

 

Deferred income taxes

 

 

(25,750

)

 

 

(33,116

)

Distributions from affiliates

 

 

18,621

 

 

 

25,571

 

Equity in earnings of unconsolidated affiliates

 

 

(3,671

)

 

 

(23,246

)

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

 

 

 

 

 

 

Accounts receivable

 

 

171,621

 

 

 

(104,751

)

Inventories

 

 

209,056

 

 

 

371,068

 

Accounts payable

 

 

164,479

 

 

 

(299,760

)

Federal income taxes

 

 

240,667

 

 

 

(302,335

)

Salaries, wages and related accruals

 

 

(347,026

)

 

 

121,243

 

Other operating activities

 

 

165,692

 

 

 

156,201

 

Cash provided by operating activities

 

 

5,591,609

 

 

 

7,538,521

 

Investing activities:

 

 

 

 

 

 

Capital expenditures

 

 

(1,496,248

)

 

 

(1,430,125

)

Investment in and advances to affiliates

 

 

(35,106

)

 

 

(246

)

Sale of business

 

 

-

 

 

 

99,681

 

Disposition of plant and equipment

 

 

8,617

 

 

 

27,278

 

Acquisitions (net of cash acquired)

 

 

-

 

 

 

(3,549,764

)

Purchases of investments

 

 

(1,200,136

)

 

 

(563,770

)

Proceeds from the sale of investments

 

 

917,332

 

 

 

439,348

 

Other investing activities

 

 

(35,001

)

 

 

(9,595

)

Cash used in investing activities

 

 

(1,840,542

)

 

 

(4,987,193

)

Financing activities:

 

 

 

 

 

 

Net change in short-term debt

 

 

(13,142

)

 

 

(43,074

)

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

 

 

-

 

 

 

2,091,934

 

Repayment of long-term debt

 

 

(7,500

)

 

 

(1,108,500

)

Bond issuance costs

 

 

-

 

 

 

(13,138

)

Proceeds from exercise of stock options

 

 

10,350

 

 

 

21,604

 

Payment of tax withholdings on certain stock-based compensation

 

 

(44,456

)

 

 

(62,869

)

Distributions to noncontrolling interests

 

 

(412,404

)

 

 

(300,772

)

Cash dividends

 

 

(387,996

)

 

 

(404,150

)

Acquisition of treasury stock

 

 

(1,376,757

)

 

 

(2,359,971

)

Proceeds from government incentives

 

 

-

 

 

 

275,000

 

Other financing activities

 

 

(12,437

)

 

 

(21,085

)

Cash used in financing activities

 

 

(2,244,342

)

 

 

(1,925,021

)

Effect of exchange rate changes on cash

 

 

837

 

 

 

(5,221

)

Increase in cash and cash equivalents and
   restricted cash and cash equivalents

 

 

1,507,562

 

 

 

621,086

 

Cash and cash equivalents and restricted cash and cash
   equivalents - beginning of year

 

 

4,361,220

 

 

 

2,508,658

 

Cash and cash equivalents and restricted cash and cash
   equivalents - end of nine months

 

$

5,868,782

 

 

$

3,129,744

 

Non-cash investing activity:

 

 

 

 

 

 

Change in accrued plant and equipment purchases

 

$

40,126

 

 

$

(31,469

)

 

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 make a fair statement of the results for the interim periods presented and are of a normal and recurring nature unless otherwise noted. The information furnished has not been audited; however, the December 31, 2022 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, 2022.

2. Inventories

Inventories consisted of approximately 37% raw materials and supplies and 63% finished and semi-finished products at September 30, 2023 (37% and 63%, respectively, at December 31, 2022). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.

3. Property, Plant and Equipment

Property, plant and equipment is recorded net of accumulated depreciation of $11.66 billion at September 30, 2023 ($11.12 billion at December 31, 2022).

 

4. Goodwill and Other Intangible Assets

The change in the net carrying amount of goodwill for the nine months ended September 30, 2023 by segment was as follows (in thousands):

 

 

 

Steel Mills

 

 

Steel Products

 

 

Raw Materials

 

 

Total

 

Balance at December 31, 2022

 

$

675,186

 

 

$

2,510,045

 

 

$

734,829

 

 

$

3,920,060

 

Acquisitions

 

 

-

 

 

 

(2,120

)

 

 

-

 

 

 

(2,120

)

Translation

 

 

-

 

 

 

4,327

 

 

 

-

 

 

 

4,327

 

Balance at September 30, 2023

 

$

675,186

 

 

$

2,512,252

 

 

$

734,829

 

 

$

3,922,267

 

 

Nucor completed its most recent annual goodwill impairment testing as of the first day of the fourth quarter of 2022 and concluded that as of such date there was no impairment of goodwill for any of its reporting units.

The annual assessment performed in 2022 for one of the Company’s reporting units, Rebar Fabrication (which is included in the Steel Products segment), used forward-looking projections in future cash flows. The fair value of this reporting unit exceeded its carrying value by approximately 34% in the most recent assessment. If our assessment of the relevant facts and circumstances changes, including if the expected future performance of this reporting unit declines from the most recent assessment, non-cash impairment charges may be required. Total goodwill associated with the Rebar Fabrication reporting unit was $351.5 million as of September 30, 2023 ($347.6 million as of December 31, 2022). An impairment of goodwill may also lead us to record an impairment of other intangible assets. Total finite-lived intangible assets associated with the Rebar Fabrication reporting unit were $31.3 million as of September 30, 2023 ($36.3 million as of December 31, 2022). There have been no triggering events requiring an interim assessment for impairment of the Rebar Fabrication reporting unit since the most recent annual goodwill impairment testing date.

5


Table of Contents

 

Intangible assets with estimated useful lives of five to 25 years are amortized on a straight-line or accelerated basis and consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands):

 

 

 

September 30, 2023

 

 

December 31, 2022

 

 

 

Gross Amount

 

 

Accumulated
Amortization

 

 

Gross Amount

 

 

Accumulated
Amortization

 

Customer relationships

 

$

4,175,065

 

 

$

1,243,668

 

 

$

4,174,724

 

 

$

1,087,834

 

Trademarks and trade names

 

 

364,173

 

 

 

159,369

 

 

 

364,106

 

 

 

142,363

 

Other

 

 

109,747

 

 

 

98,975

 

 

 

109,746

 

 

 

96,114

 

 

 

$

4,648,985

 

 

$

1,502,012

 

 

$

4,648,576

 

 

$

1,326,311

 

 

Intangible asset amortization expense in the third quarter of 2023 and 2022 was $58.5 million and $77.2 million, respectively, and $175.7 million and $164.5 million in the first nine months of 2023 and 2022, respectively. Annual amortization expense is estimated to be $232.8 million in 2023; $233.3 million in 2024; $232.3 million in 2025; $229.4 million in 2026; and $225.1 million in 2027.

5. Current Liabilities

Book overdrafts, included in accounts payable in the condensed consolidated balance sheets, were $155.2 million at September 30, 2023 ($163.6 million at December 31, 2022). Dividends payable, included in accrued expenses and other current liabilities in the condensed consolidated balance sheets, were $126.6 million at September 30, 2023 ($130.5 million at December 31, 2022).

6. Fair Value Measurements

The following table summarizes information regarding Nucor’s financial assets and financial liabilities that were measured at fair value as of September 30, 2023 and December 31, 2022 (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 September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

5,224,958

 

 

$

5,224,958

 

 

$

-

 

 

$

-

 

Short-term investments

 

 

863,140

 

 

 

863,140

 

 

 

-

 

 

 

-

 

Restricted cash and cash equivalents

 

 

12,832

 

 

 

12,832

 

 

 

-

 

 

 

-

 

Derivative contracts

 

 

4,345

 

 

 

-

 

 

 

4,345

 

 

 

-

 

Total assets

 

$

6,105,276

 

 

$

6,100,931

 

 

$

4,345

 

 

$

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(3,027

)

 

$

-

 

 

$

(3,027

)

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

3,182,631

 

 

$

3,182,631

 

 

$

-

 

 

$

-

 

Short-term investments

 

 

576,946

 

 

 

576,946

 

 

 

-

 

 

 

-

 

Restricted cash and cash equivalents

 

 

80,368

 

 

 

80,368

 

 

 

-

 

 

 

-

 

Derivative contracts

 

 

34,400

 

 

 

-

 

 

 

34,400

 

 

 

-

 

Total assets

 

$

3,874,345

 

 

$

3,839,945

 

 

$

34,400

 

 

$

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(1,370

)

 

$

-

 

 

$

(1,370

)

 

$

-

 

 

6


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 September 30, 2023 consisted of certificates of deposit, commercial paper and corporate notes. Fair value measurements for Nucor’s derivatives, which are typically commodity or foreign exchange contracts, are classified under Level 2 because such measurements are based on published market prices for similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit risks, spot and future commodity prices, and spot and future exchange rates. There were no transfers between the levels in the fair value hierarchy for the periods presented.

The fair value of short-term and long-term debt, including current maturities, was approximately $5.77 billion at September 30, 2023 (approximately $5.93 billion at December 31, 2022). The debt fair value estimates are classified under Level 2 because such estimates are based on readily available market prices of our debt at September 30, 2023 and December 31, 2022, or similar debt with the same maturities, ratings and interest rates.

7. Contingencies

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

8. Stock-Based Compensation

Stock Options

A summary of activity under Nucor’s stock option plans for the first nine months of 2023 is as follows (shares and aggregate intrinsic value in thousands):

 

 

 

 

 

 

Weighted-

 

 

Weighted-

 

 

 

 

 

 

 

 

Average

 

 

Average

 

Aggregate

 

 

 

 

 

 

Exercise

 

 

Remaining

 

Intrinsic

 

 

 

Shares

 

 

Price

 

 

Contractual Life

 

Value

 

Number of shares under stock options:

 

 

 

 

 

 

 

 

 

 

 

Outstanding at beginning of year

 

 

837

 

 

$

66.76

 

 

 

 

 

 

Granted

 

 

91

 

 

$

133.03

 

 

 

 

 

 

Exercised

 

 

(181

)

 

$

57.10

 

 

 

 

$

20,865

 

Canceled

 

 

-

 

 

$

-

 

 

 

 

 

 

Outstanding at September 30, 2023

 

 

747

 

 

$

77.16

 

 

7.3 years

 

$

59,133

 

Stock options exercisable at September 30, 2023

 

 

462

 

 

$

48.31

 

 

6.4 years

 

$

49,910

 

 

 

Compensation expense for stock options was $0.4 million and $0.5 million in the third quarter of 2023 and 2022, respectively, and $4.3 million and $4.9 million in the first nine months of 2023 and 2022, respectively. As of September 30, 2023, unrecognized compensation expense related to stock options was $2.4 million, which we expect to recognize 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 nine months of 2023 is as follows (shares in thousands):

 

 

 

Shares

 

 

Grant Date
Fair Value
Per Share

 

Restricted stock units:

 

 

 

 

 

 

Unvested at beginning of year

 

 

1,003

 

 

$

98.66

 

Granted

 

 

831

 

 

$

133.03

 

Vested

 

 

(870

)

 

$

102.72

 

Canceled

 

 

(12

)

 

$

103.58

 

Unvested at September 30, 2023

 

 

952

 

 

$

124.91

 

 

Compensation expense for RSUs was $14.0 million and $16.3 million in the third quarter of 2023 and 2022, respectively, and $74.7 million and $67.2 million in the first nine months of 2023 and 2022, respectively. As of September 30, 2023, unrecognized compensation expense related to unvested RSUs was $97.6 million, which we expect to recognize 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 nine months of 2023 is as follows (shares in thousands):

 

 

 

 

 

Grant Date

 

 

 

Shares

 

 

Fair Value
Per Share

 

Restricted stock units and restricted stock awards:

 

 

 

 

 

 

Unvested at beginning of year

 

 

209

 

 

$

108.55

 

Granted

 

 

414

 

 

$

171.38

 

Vested

 

 

(406

)

 

$

152.68

 

Canceled

 

 

(7

)

 

$

154.05

 

Unvested at September 30, 2023

 

 

210

 

 

$

145.55

 

 

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 $3.1 million and $8.9 million in the third quarter of 2023 and 2022, respectively, and $22.5 million and $27.7 million in the first nine months of 2023 and 2022, respectively. As of September 30, 2023, unrecognized compensation expense related to unvested restricted stock awards was $9.1 million, which we expect to recognize over a weighted-average period of 1.8 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 $148.6 million and $214.4 million in the third quarter of 2023 and 2022, respectively, and $505.2 million and $834.3 million in the first nine months of 2023 and 2022, respectively. The related liability for these benefits is included in salaries, wages and related accruals in the condensed consolidated balance sheets.

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Table of Contents

 

10. Interest (Income) Expense

The components of net interest (income) expense for the third quarter and first nine months of 2023 and 2022 are as follows (in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

September 30, 2023

 

 

October 1, 2022

 

 

September 30, 2023

 

 

October 1, 2022

 

Interest expense

 

$

63,228

 

 

$

54,569

 

 

$

186,716

 

 

$

162,159

 

Interest income

 

 

(77,361

)

 

 

(12,222

)

 

 

(186,068

)

 

 

(18,914

)

Interest (income) expense, net

 

$

(14,133

)

 

$

42,347

 

 

$

648

 

 

$

143,245

 

 

11. Income Taxes

The effective tax rate for the third quarter of 2023 was 21.1% compared to 22.6% for the third quarter of 2022.The decrease in the effective tax rate for the third quarter of 2023 as compared to the third quarter of 2022 was primarily due to increased federal tax credits and the change in relative proportions of net earnings attributable to noncontrolling interests to total pre-tax earnings between the periods.

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 the tax years through 2014, and for the tax years 2016 and 2018. The tax years 2017, 2021, and 2022 remain open to examination by the IRS. The 2015 through 2021 Canadian income tax returns for Harris Steel Group Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 2016 through 2022 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada, Trinidad & Tobago, and other state and local jurisdictions).

Non-current deferred tax assets included in other assets in the condensed consolidated balance sheets were $9.4 million at September 30, 2023 ($19.3 million at December 31, 2022). Non-current deferred tax liabilities included in deferred credits and other liabilities in the condensed consolidated balance sheets were $1.26 billion at September 30, 2023 ($1.30 billion at December 31, 2022).

 

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 nine months ended September 30, 2023 and October 1, 2022 (in thousands):

 

 

 

 

 

 

Three Months (13 Weeks) Ended September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, July 1, 2023

 

$

20,940,928

 

 

 

380,154

 

 

$

152,061

 

 

$

2,149,693

 

 

$

27,095,661

 

 

$

(128,972

)

 

 

131,431

 

 

$

(9,314,764

)

 

$

19,953,679

 

 

$

987,249

 

Net earnings before noncontrolling interests

 

 

1,221,255

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,141,506

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,141,506

 

 

 

79,749

 

Other comprehensive income (loss)

 

 

(19,855

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(19,855

)

 

 

-

 

 

 

-

 

 

 

(19,855

)

 

 

-

 

Stock options exercised

 

 

3,227

 

 

 

-

 

 

 

-

 

 

 

(386

)

 

 

-

 

 

 

-

 

 

 

(50

)

 

 

3,613

 

 

 

3,227

 

 

 

-

 

Stock option expense

 

 

392

 

 

 

-

 

 

 

-

 

 

 

392

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

392

 

 

 

-

 

Issuance of stock under award plans,
   net of forfeitures

 

 

16,353

 

 

 

-

 

 

 

-

 

 

 

14,337

 

 

 

-

 

 

 

-

 

 

 

(28

)

 

 

2,016

 

 

 

16,353

 

 

 

-

 

Amortization of unearned
   compensation

 

 

1,599

 

 

 

-

 

 

 

-

 

 

 

1,599

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,599

 

 

 

-

 

Treasury stock acquired and net impact of excise tax

 

 

(504,242

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,962

 

 

 

(504,242

)

 

 

(504,242

)

 

 

-

 

Cash dividends declared

 

 

(126,942

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(126,942

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(126,942

)

 

 

-

 

Distributions to noncontrolling
   interests

 

 

(23,633

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(23,633

)

BALANCES, September 30, 2023

 

$

21,509,082

 

 

 

380,154

 

 

$

152,061

 

 

$

2,165,635

 

 

$

28,110,225

 

 

$

(148,827

)

 

 

134,315

 

 

$

(9,813,377

)

 

$

20,465,717

 

 

$

1,043,365

 

 

 

 

 

 

 

 

Nine Months (39 Weeks) Ended September 30, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 2022

 

$

19,569,906

 

 

 

380,154

 

 

$

152,061

 

 

$

2,143,520

 

 

$

24,754,873

 

 

$

(137,517

)

 

 

126,661

 

 

$

(8,498,243

)

 

$

18,414,694

 

 

$

1,155,212

 

Net earnings before noncontrolling interests

 

 

4,039,959

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,739,402

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,739,402

 

 

 

300,557

 

Other comprehensive income (loss)

 

 

(11,310

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(11,310

)

 

 

-

 

 

 

-

 

 

 

(11,310

)

 

 

-

 

Stock options exercised

 

 

10,350

 

 

 

-

 

 

 

-

 

 

 

(2,135

)

 

 

-

 

 

 

-

 

 

 

(181

)

 

 

12,485

 

 

 

10,350

 

 

 

-

 

Stock option expense

 

 

4,314

 

 

 

-

 

 

 

-

 

 

 

4,314

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,314

 

 

 

-

 

Issuance of stock under award plans,
   net of forfeitures

 

 

76,322

 

 

 

-

 

 

 

-

 

 

 

15,072

 

 

 

-

 

 

 

-

 

 

 

(917

)

 

 

61,250

 

 

 

76,322

 

 

 

-

 

Amortization of unearned
   compensation

 

 

4,864

 

 

 

-

 

 

 

-

 

 

 

4,864

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,864

 

 

 

-

 

Treasury stock acquired and net impact of excise tax

 

 

(1,388,869

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

8,752

 

 

 

(1,388,869

)

 

 

(1,388,869

)

 

 

-

 

Cash dividends declared

 

 

(384,050

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(384,050

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(384,050

)

 

 

-

 

Distributions to noncontrolling
   interests

 

 

(412,404

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(412,404

)

BALANCES, September 30, 2023

 

$

21,509,082

 

 

 

380,154

 

 

$

152,061

 

 

$

2,165,635

 

 

$

28,110,225

 

 

$

(148,827

)

 

 

134,315

 

 

$

(9,813,377

)

 

$

20,465,717

 

 

$

1,043,365

 

 

 

10


Table of Contents

 

 

 

 

 

 

 

Three Months (13 Weeks) Ended October 1, 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, July 2, 2022

 

$

17,852,808

 

 

 

380,154

 

 

$

152,061

 

 

$

2,115,178

 

 

$

22,064,383

 

 

$

(70,810

)

 

 

118,368

 

 

$

(7,452,168

)

 

$

16,808,644

 

 

$

1,044,164

 

Net earnings before noncontrolling interests

 

 

1,799,043

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,694,748

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,694,748

 

 

 

104,295

 

Other comprehensive income (loss)

 

 

(32,743

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(32,743

)

 

 

-

 

 

 

-

 

 

 

(32,743

)

 

 

-

 

Stock options exercised

 

 

2,784

 

 

 

-

 

 

 

-

 

 

 

(1,181

)

 

 

-

 

 

 

-

 

 

 

(62

)

 

 

3,965

 

 

 

2,784

 

 

 

-

 

Stock option expense

 

 

475

 

 

 

-

 

 

 

-

 

 

 

475

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

475

 

 

 

-

 

Issuance of stock under award plans,
   net of forfeitures

 

 

15,009

 

 

 

-

 

 

 

-

 

 

 

12,949

 

 

 

-

 

 

 

-

 

 

 

(31

)

 

 

2,060

 

 

 

15,009

 

 

 

-

 

Amortization of unearned
   compensation

 

 

1,100

 

 

 

-

 

 

 

-

 

 

 

1,100

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

1,100

 

 

 

-

 

Treasury stock acquired

 

 

(652,078

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

5,334

 

 

 

(652,078

)

 

 

(652,078

)

 

 

-

 

Cash dividends declared

 

 

(129,482

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(129,482

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(129,482

)

 

 

-

 

Distributions to noncontrolling
   interests

 

 

(32,237

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(32,237

)

BALANCES, October 1, 2022

 

$

18,824,679

 

 

 

380,154

 

 

$

152,061

 

 

$

2,128,521

 

 

$

23,629,649

 

 

$

(103,553

)

 

 

123,609

 

 

$

(8,098,221

)

 

$

17,708,457

 

 

$

1,116,222

 

 

 

 

 

 

 

Nine Months (39 Weeks) Ended October 1, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Other

 

 

Treasury Stock

 

 

Nucor

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Retained

 

 

Comprehensive

 

 

(at cost)

 

 

Stockholders'

 

 

Noncontrolling

 

 

 

Total

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Amount

 

 

Equity

 

 

Interests

 

BALANCES, December 31, 2021

 

$

14,603,794

 

 

 

380,154

 

 

$

152,061

 

 

$

2,140,608

 

 

$

17,674,100

 

 

$

(115,282

)

 

 

107,742

 

 

$

(5,835,098

)

 

$

14,016,389

 

 

$

587,405

 

Net earnings before noncontrolling interests

 

 

6,753,395

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,351,604

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

6,351,604

 

 

 

401,791

 

Other comprehensive income (loss)

 

 

11,729

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

11,729

 

 

 

-

 

 

 

-

 

 

 

11,729

 

 

 

-

 

Stock options exercised

 

 

21,604

 

 

 

-

 

 

 

-

 

 

 

(2,489

)

 

 

-

 

 

 

-

 

 

 

(421

)

 

 

24,093

 

 

 

21,604

 

 

 

-

 

Stock option expense

 

 

4,897

 

 

 

-

 

 

 

-

 

 

 

4,897

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

4,897

 

 

 

-

 

Issuance of stock under award plans,
   net of forfeitures

 

 

54,560

 

 

 

-

 

 

 

-

 

 

 

(18,195

)

 

 

-

 

 

 

-

 

 

 

(1,194

)

 

 

72,755

 

 

 

54,560

 

 

 

-

 

Amortization of unearned
   compensation

 

 

3,700

 

 

 

-

 

 

 

-

 

 

 

3,700

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,700

 

 

 

-

 

Treasury stock acquired

 

 

(2,359,971

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

17,482

 

 

 

(2,359,971

)

 

 

(2,359,971

)

 

 

-

 

Cash dividends declared

 

 

(396,055

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(396,055

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(396,055

)

 

 

-

 

Distributions to noncontrolling
   interests

 

 

(300,772

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(300,772

)

Acquisition of noncontrolling interest in CSI

 

 

427,798

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

427,798

 

BALANCES, October 1, 2022

 

$

18,824,679

 

 

 

380,154

 

 

$

152,061

 

 

$

2,128,521

 

 

$

23,629,649

 

 

$

(103,553

)

 

 

123,609

 

 

$

(8,098,221

)

 

$

17,708,457

 

 

$

1,116,222

 

 

Dividends declared per share were $0.51 per share in the third quarter of 2023 ($0.50 per share in the third quarter of 2022) and $1.53 per share in the first nine months of 2023 ($1.50 per share in the first nine months of 2022).

On May 11, 2023, the Company announced that its Board of Directors had approved a new share repurchase program under which the Company is authorized to repurchase up to $4.00 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 September 30, 2023, the Company had approximately $3.50 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 nine months ended September 30, 2023 and October 1, 2022 (in thousands):

 

 

 

Three-Month (13-Week) Period Ended

 

 

 

September 30, 2023

 

 

 

Gains and (Losses) on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

Hedging Derivatives

 

 

Gains (Losses)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive
  income (loss) at July 1, 2023

 

$

3,500

 

 

$

(149,071

)

 

$

16,599

 

 

$

(128,972

)

Other comprehensive income
   (loss) before reclassifications

 

 

(4,779

)

 

 

(18,655

)

 

 

-

 

 

 

(23,434

)

Amounts reclassified from
   accumulated other
   comprehensive income (loss)
   into earnings
(1)

 

 

3,579

 

 

 

-

 

 

 

-

 

 

 

3,579

 

Net current-period other
   comprehensive income (loss)

 

 

(1,200

)

 

 

(18,655

)

 

 

-

 

 

 

(19,855

)

Accumulated other comprehensive
   income (loss) at September 30, 2023

 

$

2,300

 

 

$

(167,726

)

 

$

16,599

 

 

$

(148,827

)

 

 

Nine-Month (39-Week) Period Ended

 

 

 

September 30, 2023

 

 

 

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, 2022

 

$

26,100

 

 

$

(180,216

)

 

$

16,599

 

 

$

(137,517

)

Other comprehensive income
   (loss) before reclassifications

 

 

(33,782

)

 

 

12,490

 

 

 

-

 

 

 

(21,292

)

Amounts reclassified from
   accumulated other
   comprehensive income (loss)
   into earnings
(1)

 

 

9,982

 

 

 

-

 

 

 

-

 

 

 

9,982

 

Net current-period other
   comprehensive income (loss)

 

 

(23,800

)

 

 

12,490

 

 

 

-

 

 

 

(11,310

)

Accumulated other comprehensive
   income (loss) at September 30, 2023

 

$

2,300

 

 

$

(167,726

)

 

$

16,599

 

 

$

(148,827

)

 

(1)
Includes $3,579 and $9,982 net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net gains on commodity contracts in the third quarter and first nine months of 2023, respectively. The tax impact of those reclassifications was $1,100 and $3,100 in the third quarter and first nine months of 2023, respectively.

12


Table of Contents

 

 

 

 

Three-Month (13-Week) Period Ended

 

 

 

October 1, 2022

 

 

 

Gains and (Losses) on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

Hedging Derivatives

 

 

Gains (Losses)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive
   income (loss) at July 2, 2022

 

$

50,200

 

 

$

(129,484

)

 

$

8,474

 

 

$

(70,810

)

Other comprehensive income (loss)
   before reclassifications

 

 

27,411

 

 

 

(43,843

)

 

 

-

 

 

 

(16,432

)

Amounts reclassified from
   accumulated other
   comprehensive income (loss)
   into earnings
(2)

 

 

(16,311

)

 

 

-

 

 

 

-

 

 

 

(16,311

)

Net current-period other
   comprehensive income (loss)

 

 

11,100

 

 

 

(43,843

)

 

 

-

 

 

 

(32,743

)

Accumulated other comprehensive
   income (loss) at October 1, 2022

 

$

61,300

 

 

$

(173,327

)

 

$

8,474

 

 

$

(103,553

)

 

 

 

Nine-Month (39-Week) Period Ended

 

 

 

October 1, 2022

 

 

 

Gains and (Losses) on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

Hedging Derivatives

 

 

Gains (Losses)

 

 

Retiree Medical Plan

 

 

Total

 

Accumulated other comprehensive
   income (loss) at
   December 31, 2021

 

$

1,112

 

 

$

(124,868

)

 

$

8,474

 

 

$

(115,282

)

Other comprehensive income (loss)
   before reclassifications

 

 

97,025

 

 

 

(48,459

)

 

 

-

 

 

 

48,566

 

Amounts reclassified from
   accumulated other
   comprehensive income (loss)
   into earnings
(2)

 

 

(36,837

)

 

 

-

 

 

 

-

 

 

 

(36,837

)

Net current-period other
   comprehensive income (loss)

 

 

60,188

 

 

 

(48,459

)

 

 

-

 

 

 

11,729

 

Accumulated other comprehensive
   income (loss) at October 1, 2022

 

$

61,300

 

 

$

(173,327

)

 

$

8,474

 

 

$

(103,553

)

 

(2)
Includes $(16,311) and $(36,837) net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net gains on commodity contracts in the third quarter and first nine months of 2022, respectively. The tax impact of those reclassifications was $(5,200) and $(11,700) in the third quarter and first nine months of 2022, 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 and rebar distribution businesses; and Nucor’s equity method investments in NuMit LLC (“NuMit”) and Nucor-JFE Steel Mexico, S. de R.L. de C.V. ("NJSM"). The steel products segment includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, precision castings, steel fasteners, metal building systems, insulated metal panels, overhead doors, steel grating, tubular products, steel racking, piling products, wire and wire mesh, and utility towers and structures. The raw materials segment includes The David J. Joseph Company and its affiliates (“DJJ”), primarily a scrap broker and processor; Nu-Iron Unlimited and Nucor Steel Louisiana LLC (“Nucor Steel Louisiana”), two facilities that produce direct reduced iron (“DRI”) used by the steel mills; and our natural gas production operations.

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

13


Table of Contents

 

Nucor’s results by segment for the third quarter and first nine months of 2023 and 2022 were as follows (in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

September 30, 2023

 

 

October 1, 2022

 

 

September 30, 2023

 

 

October 1, 2022

 

Net sales to external customers:

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

5,091,479

 

 

$

5,908,153

 

 

$

15,636,508

 

 

$

19,682,829

 

Steel products

 

 

3,235,969

 

 

 

4,087,107

 

 

 

9,954,828

 

 

 

11,253,143

 

Raw materials

 

 

448,286

 

 

 

505,495

 

 

 

1,417,634

 

 

 

1,852,539

 

 

$

8,775,734

 

 

$

10,500,755

 

 

$

27,008,970

 

 

$

32,788,511

 

Intercompany sales:

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

1,201,648

 

 

$

1,486,378

 

 

$

3,726,346

 

 

$

4,843,199

 

Steel products

 

 

132,481

 

 

 

139,146

 

 

 

333,099

 

 

 

391,141

 

Raw materials

 

 

2,894,079

 

 

 

3,690,120

 

 

 

9,653,600

 

 

 

11,382,329

 

Corporate/eliminations

 

 

(4,228,208

)

 

 

(5,315,644

)

 

 

(13,713,045

)

 

 

(16,616,669

)

 

$

-

 

 

$

-

 

 

$

-

 

 

$

-

 

Earnings before income taxes and
   noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

882,614

 

 

$

1,287,855

 

 

$

3,124,549

 

 

$

6,682,432

 

Steel products

 

 

806,731

 

 

 

1,196,845

 

 

 

2,788,322

 

 

 

3,011,644

 

Raw materials

 

 

71,367

 

 

 

279,189

 

 

 

267,918

 

 

 

638,640

 

Corporate/eliminations

 

 

(212,630

)

 

 

(440,967

)

 

 

(986,141

)

 

 

(1,621,277

)

 

$

1,548,082

 

 

$

2,322,922

 

 

$

5,194,648

 

 

$

8,711,439

 

 

 

 

September 30, 2023

 

 

December 31, 2022

 

Segment assets:

 

 

 

 

 

 

Steel mills

 

$

14,786,460

 

 

$

14,157,229

 

Steel products

 

 

11,199,598

 

 

 

12,087,145

 

Raw materials

 

 

3,287,907

 

 

 

3,383,114

 

Corporate/eliminations

 

 

4,993,821

 

 

 

2,851,722

 

 

 

$

34,267,786

 

 

$

32,479,210

 

 

15. Revenue

The following tables disaggregate our revenue by major source for the third quarter and first nine months of 2023 and 2022 (in thousands):

 

 

 

Three Months (13 Weeks) Ended September 30, 2023

 

 

Nine Months (39 Weeks) Ended September 30, 2023

 

 

 

Steel
Mills

 

 

Steel
Products

 

 

Raw
Materials

 

 

Total

 

 

Steel
Mills

 

 

Steel
Products

 

 

Raw
Materials

 

 

Total

 

Sheet

 

$

2,351,705

 

 

$

-

 

 

$

-

 

 

$

2,351,705

 

 

$

7,100,216

 

 

$

-

 

 

$

-

 

 

$

7,100,216

 

Bar

 

 

1,448,433

 

 

 

-

 

 

 

-

 

 

 

1,448,433

 

 

 

4,646,285

 

 

 

-

 

 

 

-

 

 

 

4,646,285

 

Structural

 

 

626,633

 

 

 

-

 

 

 

-

 

 

 

626,633

 

 

 

1,846,892

 

 

 

-

 

 

 

-

 

 

 

1,846,892

 

Plate

 

 

664,708

 

 

 

-

 

 

 

-

 

 

 

664,708

 

 

 

2,043,115

 

 

 

-

 

 

 

-

 

 

 

2,043,115

 

Tubular Products

 

 

-

 

 

 

370,472

 

 

 

-

 

 

 

370,472

 

 

 

-

 

 

 

1,246,006

 

 

 

-

 

 

 

1,246,006

 

Rebar Fabrication

 

 

-

 

 

 

604,684

 

 

 

-

 

 

 

604,684

 

 

 

-

 

 

 

1,718,615

 

 

 

-

 

 

 

1,718,615

 

Joist

 

 

-

 

 

 

528,018

 

 

 

-

 

 

 

528,018

 

 

 

-

 

 

 

1,802,809

 

 

 

-

 

 

 

1,802,809

 

Deck

 

 

-

 

 

 

411,352

 

 

 

-

 

 

 

411,352

 

 

 

-

 

 

 

1,370,570

 

 

 

-

 

 

 

1,370,570

 

Other Steel Products

 

 

-

 

 

 

1,321,443

 

 

 

-

 

 

 

1,321,443

 

 

 

-

 

 

 

3,816,828

 

 

 

-

 

 

 

3,816,828

 

Raw Materials

 

 

-

 

 

 

-

 

 

 

448,286

 

 

 

448,286

 

 

 

-

 

 

 

-

 

 

 

1,417,634

 

 

 

1,417,634

 

 

$

5,091,479

 

 

$

3,235,969

 

 

$

448,286

 

 

$

8,775,734

 

 

$

15,636,508

 

 

$

9,954,828

 

 

$

1,417,634

 

 

$

27,008,970

 

 

14


Table of Contents

 

 

 

 

Three Months (13 Weeks) Ended October 1, 2022

 

 

Nine Months (39 Weeks) Ended October 1, 2022

 

 

 

Steel
Mills

 

 

Steel
Products

 

 

Raw
Materials

 

 

Total

 

 

Steel
Mills

 

 

Steel
Products

 

 

Raw
Materials

 

 

Total

 

Sheet

 

$

2,712,426

 

 

$

-

 

 

$

-

 

 

$

2,712,426

 

 

$

9,511,822

 

 

$

-

 

 

$

-

 

 

$

9,511,822

 

Bar

 

 

1,761,335

 

 

 

-

 

 

 

-

 

 

 

1,761,335

 

 

 

5,581,529

 

 

 

-

 

 

 

-

 

 

 

5,581,529

 

Structural

 

 

785,930

 

 

 

-

 

 

 

-

 

 

 

785,930

 

 

 

2,352,322

 

 

 

-

 

 

 

-

 

 

 

2,352,322

 

Plate

 

 

648,462

 

 

 

-

 

 

 

-

 

 

 

648,462

 

 

 

2,237,156

 

 

 

-

 

 

 

-

 

 

 

2,237,156

 

Tubular Products

 

 

-

 

 

 

459,427

 

 

 

-

 

 

 

459,427

 

 

 

-

 

 

 

1,583,818

 

 

 

-

 

 

 

1,583,818

 

Rebar Fabrication

 

 

-

 

 

 

628,923

 

 

 

-

 

 

 

628,923

 

 

 

-

 

 

 

1,653,155

 

 

 

-

 

 

 

1,653,155

 

Joist

 

 

-

 

 

 

789,249

 

 

 

-

 

 

 

789,249

 

 

 

-

 

 

 

2,089,366

 

 

 

-

 

 

 

2,089,366

 

Deck

 

 

-

 

 

 

634,901

 

 

 

-

 

 

 

634,901

 

 

 

-

 

 

 

1,768,224

 

 

 

-

 

 

 

1,768,224

 

Other Steel Products

 

 

-

 

 

 

1,574,607

 

 

 

-

 

 

 

1,574,607

 

 

 

-

 

 

 

4,158,580

 

 

 

-

 

 

 

4,158,580

 

Raw Materials

 

 

-

 

 

 

-

 

 

 

505,495

 

 

 

505,495

 

 

 

-

 

 

 

-

 

 

 

1,852,539

 

 

 

1,852,539

 

 

$

5,908,153

 

 

$

4,087,107

 

 

$

505,495

 

 

$

10,500,755

 

 

$

19,682,829

 

 

$

11,253,143

 

 

$

1,852,539

 

 

$

32,788,511

 

 

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 $333.5 million as of September 30, 2023 ($285.0 million as of December 31, 2022) and are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

16. Earnings Per Share

The computations of basic and diluted net earnings per share for the third quarter and first nine months of 2023 and 2022 are as follows (in thousands, except per share amounts):
 

 

 

Three Months (13 Weeks) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

September 30, 2023

 

 

October 1, 2022

 

 

September 30, 2023

 

 

October 1, 2022

 

Basic net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic net earnings

 

$

1,141,506

 

 

$

1,694,748

 

 

$

3,739,402

 

 

$

6,351,604

 

Earnings allocated to participating securities

 

 

(4,501

)

 

 

(6,893

)

 

 

(13,788

)

 

 

(26,238

)

Net earnings available to common
   stockholders

 

$

1,137,005

 

 

$

1,687,855

 

 

$

3,725,614

 

 

$

6,325,366

 

Basic average shares outstanding

 

 

248,504

 

 

 

259,102

 

 

 

250,752

 

 

 

264,655

 

Basic net earnings per share

 

$

4.58

 

 

$

6.51

 

 

$

14.86

 

 

$

23.90

 

Diluted net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net earnings

 

$

1,141,506

 

 

$

1,694,748

 

 

$

3,739,402

 

 

$

6,351,604

 

Earnings allocated to participating securities

 

 

(4,488

)

 

 

(6,872

)

 

 

(13,747

)

 

 

(26,145

)

Net earnings available to common
   stockholders

 

$

1,137,018

 

 

$

1,687,876

 

 

$

3,725,655

 

 

$

6,325,459

 

Diluted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic average shares outstanding

 

 

248,504

 

 

 

259,102

 

 

 

250,752

 

 

 

264,655

 

Dilutive effect of stock options and other

 

 

412

 

 

 

424

 

 

 

427

 

 

 

584

 

 

 

248,916

 

 

 

259,526

 

 

 

251,179

 

 

 

265,239

 

Diluted net earnings per share

 

$

4.57

 

 

$

6.50

 

 

$

14.83

 

 

$

23.85

 

 

The following stock options were excluded from the computation of diluted net earnings per share for the third quarter and first nine months of 2023 and 2022 because their effect would have been anti-dilutive (shares in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

September 30, 2023

 

 

October 1, 2022

 

 

September 30, 2023

 

 

October 1, 2022

 

Anti-dilutive stock options:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares

 

 

-

 

 

 

98

 

 

 

-

 

 

 

33

 

Weighted-average exercise price

 

$

-

 

 

$

130.71

 

 

$

-

 

 

$

130.71

 

 

 

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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 general market conditions, and in particular, prevailing market steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (4) the availability and cost of electricity and natural gas, which could negatively affect our cost of steel production or result in a delay or cancellation of existing or future drilling within our natural gas drilling programs; (5) critical equipment failures and business interruptions; (6) market demand for steel products, which, in the case of many of our products, is driven by the level of nonresidential construction activity in the United States; (7) impairment in the recorded value of inventory, equity investments, fixed assets, goodwill or other long-lived assets; (8) uncertainties and volatility surrounding the global economy, including excess world capacity for steel production, inflation and interest rate changes; (9) fluctuations in currency conversion rates; (10) significant changes in laws or government regulations affecting environmental compliance, including legislation and regulations that result in greater regulation of greenhouse gas emissions that could increase our energy costs, capital expenditures and operating costs or cause one or more of our permits to be revoked or make it more difficult to obtain permit modifications; (11) the cyclical nature of the steel industry; (12) capital investments and their impact on our performance; (13) our safety performance; (14) our ability to integrate businesses we acquire; (15) the impact of the COVID-19 pandemic, any variants of the virus, and any other similar pandemic or public health situation; and (16) the risks discussed in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 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, 2022.

Overview

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

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

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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.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately 80%, 66% and 74%, respectively, in the first nine months of 2023 compared with approximately 80%, 76% and 73%, respectively, in the first nine months of 2022.

Results of Operations

Nucor reported net earnings attributable to Nucor stockholders of $1.14 billion, or $4.57 per diluted share, for the third quarter of 2023, as compared to net earnings attributable to Nucor stockholders of $1.46 billion, or $5.81 per diluted share, for the second quarter of 2023, and $1.69 billion, or $6.50 per diluted share, for the third quarter of 2022.

Earnings decreased in the third quarter of 2023 as compared to the third quarter of 2022 across all three operating segments. All product groups within the steel mills segment had decreased profitability in the third quarter of 2023 as compared to the third quarter of 2022 due to lower realized average selling prices. Lower volumes and decreased average sales prices were the primary drivers for the decreased profitability in the steel products segment during the third quarter of 2023 as compared to the third quarter of 2022. Though profitability of our joist and deck businesses continued to moderate in the third quarter of 2023 from historically high levels, it remained well above historical averages. Partially offsetting the decreased profitability of most of the businesses in the steel products segment were our rebar fabrication operations, which had a strong increase in profitability in the third quarter of 2023 as compared to the third quarter of 2022. Earnings for the raw materials segment decreased in the third quarter of 2023 as compared to the third quarter of 2022 due primarily to the decreased earnings of our DRI facilities.

Nucor reported net earnings attributable to Nucor stockholders of $3.74 billion, or $14.83 per diluted share, for the first nine months of 2023, as compared to net earnings attributable to Nucor stockholders of $6.35 billion, or $23.85 per diluted share, for the first nine months of 2022. The largest contributor to this year-over-year decrease was the decreased earnings of the steel mills segment, particularly at our sheet mills. Pricing for sheet products declined significantly in the first nine months of 2023 as compared to the first nine months of 2022.

 

The following discussion provides a greater quantitative and qualitative analysis of Nucor’s performance in the third quarter and first nine months of 2023 as compared to the third quarter and first nine months of 2022.

 

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Net Sales

 

Net sales to external customers by segment for the third quarter and first nine months of 2023 and 2022 were as follows (in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

Nine Months (39 Weeks) Ended

 

 

September 30, 2023

 

October 1, 2022

 

% Change

 

September 30, 2023

 

October 1, 2022

 

% Change

Steel mills

 

$5,091,479

 

$5,908,153

 

-14%

 

$15,636,508

 

$19,682,829

 

-21%

Steel products

 

3,235,969

 

4,087,107

 

-21%

 

9,954,828

 

11,253,143

 

-12%

Raw materials

 

448,286

 

505,495

 

-11%

 

1,417,634

 

1,852,539

 

-23%

Total net sales to external customers

 

$8,775,734

 

$10,500,755

 

-16%

 

$27,008,970

 

$32,788,511

 

-18%

 

Net sales for the third quarter of 2023 decreased 16% from the third quarter of 2022. Average sales price per ton decreased 14% from $1,637 in the third quarter of 2022 to $1,406 in the third quarter of 2023. Total tons shipped to outside customers in the third quarter of 2023 were approximately 6,240,000 tons, a 3% decrease from the third quarter of 2022.

 

Net sales for the first nine months of 2023 decreased 18% from the first nine months of 2022. Average sales price per ton decreased 15% from $1,657 in the first nine months of 2022 to $1,402 in the first nine months of 2023. Total tons shipped to outside customers in the first nine months of 2023 were approximately 19,271,000 tons, a 3% decrease from the first nine months of 2022.

In the steel mills segment, sales tons for the third quarter and first nine months of 2023 and 2022 were as follows (in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

Nine Months (39 Weeks) Ended

 

 

September 30, 2023

 

October 1, 2022

 

% Change

 

September 30, 2023

 

October 1, 2022

 

% Change

Outside steel shipments

 

4,578

 

4,553

 

1%

 

14,156

 

14,133

 

-

Inside steel shipments

 

1,168

 

1,316

 

-11%

 

3,604

 

3,998

 

-10%

Total steel shipments

 

5,746

 

5,869

 

-2%

 

17,760

 

18,131

 

-2%

 

Net sales for the steel mills segment decreased 14% in the third quarter of 2023 from the third quarter of 2022, due primarily to a 14% decrease in the average sales price per ton, from $1,296 to $1,114.

 

Net sales for the steel mills segment decreased 21% in the first nine months of 2023 from the first nine months of 2022, due primarily to a 20% decrease in the average sales price per ton, from $1,388 to $1,105.

Outside sales tonnage for the steel products segment for the third quarter and first nine months of 2023 and 2022 was as follows (in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

Nine Months (39 Weeks) Ended

 

 

September 30, 2023

 

October 1, 2022

 

% Change

 

September 30, 2023

 

October 1, 2022

 

% Change

Joist sales

 

127

 

160

 

-21%

 

404

 

497

 

-19%

Deck sales

 

104

 

129

 

-19%

 

310

 

388

 

-20%

Cold finished sales

 

103

 

112

 

-8%

 

332

 

368

 

-10%

Rebar fabrication sales

 

307

 

350

 

-12%

 

918

 

980

 

-6%

Piling products sales

 

117

 

119

 

-2%

 

331

 

349

 

-5%

Tubular products sales

 

223

 

231

 

-3%

 

737

 

735

 

-

Other steel products sales

 

160

 

190

 

-16%

 

443

 

520

 

-15%

Total steel products sales

 

1,141

 

1,291

 

-12%

 

3,475

 

3,837

 

-9%

 

Net sales for the steel products segment decreased 21% in the third quarter of 2023 compared to the third quarter of 2022, due to a 12% decrease in shipping volumes and a 10% decrease in the average sales price per ton, from $3,167 to $2,837.

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Net sales for the steel products segment decreased 12% in the first nine months of 2023 compared to the first nine months of 2022, due to a 9% decrease in shipping volumes and a 2% decrease in the average sales price per ton, from $2,933 to $2,865.

Net sales for the raw materials segment decreased 11% in the third quarter of 2023 compared to the third quarter of 2022, due to decreases for both DJJ brokerage and scrap processing operations in average sales price per ton and tons shipped to outside customers. In the third quarter of 2023, approximately 92% of outside sales for the raw materials segment were from the brokerage operations of DJJ, and approximately 4% of outside sales were from the scrap processing operations of DJJ (90% and 6%, respectively, in the third quarter of 2022).

Net sales for the raw materials segment decreased 23% in the first nine months of 2023 compared to the first nine months of 2022, due to decreases in average sales price per ton and tons shipped to outside customers for both DJJ brokerage and scrap processing operations. In the first nine months of 2023, approximately 93% of outside sales for the raw materials segment were from the brokerage operations of DJJ, and approximately 3% of outside sales were from the scrap processing operations of DJJ (91% and 7%, respectively, in the first nine months of 2022).

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Gross Margins

Nucor recorded gross margins of $1.92 billion (22%) in the third quarter of 2023, which was a decrease compared to $2.84 billion (27%) in the third quarter of 2022.

The decrease in gross margins in the third quarter of 2023 as compared to the third quarter of 2022 was due primarily to lower metal margins across the steel mills segment. Metal margin is the difference between the selling price of steel and the cost of scrap and scrap substitutes.

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 third quarter of 2023 was $415, a 17% decrease compared to $502 in the third quarter of 2022. Though scrap and scrap substitute costs decreased in the third quarter of 2023 as compared to the third quarter of 2022, total metal margin dollars decreased as average selling prices also decreased.

Scrap prices are driven by the global supply and demand for scrap and other iron-based raw materials used to make steel. As we enter the fourth quarter of 2023, we expect scrap prices to decrease compared to the third quarter of 2023.

Gross margins in the steel products segment decreased in the third quarter of 2023 compared to the third quarter of 2022, primarily due to decreases at our joist, deck, and metal buildings businesses. This decrease was partially offset by the strong performance of our rebar fabrication business.
Pre-operating and start-up costs of new facilities were approximately $100 million in the third quarter of 2023 and approximately $52 million in the third quarter of 2022. Pre-operating and start-up costs in the third quarter of 2023 primarily included costs related to the plate mill in Kentucky and the sheet mill under construction in West Virginia. Pre-operating and start-up costs in the third quarter of 2022 primarily included costs related to the plate mill being built in Kentucky, the galvanizing line at our sheet mill expansion in Arkansas, and the construction of the sheet mill in West Virginia. Nucor defines pre-operating and start-up costs, all of which are expensed, as the losses attributable to facilities or major projects that are either under construction or in the early stages of operation. Once these facilities or projects have attained a utilization rate that is consistent with our similar operating facilities, Nucor no longer considers them to be in start-up.
Gross margins across all businesses within the raw materials segment decreased in the third quarter of 2023 as compared to the third quarter of 2022.

Nucor recorded gross margins of $6.42 billion (24%) in the first nine months of 2023, which was a decrease compared to $10.41 billion (32%) in the first nine months of 2022.

In the steel mills segment, the average scrap and scrap substitute cost per gross ton used in the first nine months of 2023 was $429, a 16% decrease compared to $511 in the first nine months of 2022. However, the decrease in scrap and substitute costs was more than offset by the decreases in average selling prices, resulting in lower metal margins.
The steel products segment had decreased gross margins in the first nine months of 2023 compared to the first nine months of 2022, primarily due to decreases at our joist, deck, and metal buildings businesses. This decrease was partially offset by the strong performance of our rebar fabrication business and the addition of our overhead door business.
Pre-operating and start-up costs of new facilities increased to approximately $273 million in the first nine months of 2023 from approximately $174 million in the first nine months of 2022. Pre-operating and start-up costs in the first nine months of 2023 primarily included costs related to the plate mill in Kentucky and the sheet mill under construction in West Virginia. Pre-operating and start-up costs in the first nine months of 2022 primarily included costs related to the plate mill in Kentucky, the sheet mill expansion in Kentucky and the construction of a galvanizing line at our sheet mill expansion in Arkansas.
Gross margins across all business in the raw materials segment decreased in the first nine months of 2023 as compared to the first nine months of 2022.

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Table of Contents

 

 

Marketing, Administrative and Other Expenses

A major component of marketing, administrative and other expenses is profit sharing and other incentive compensation costs. These costs, which are based upon and fluctuate with Nucor’s financial performance, decreased by $125.2 million in the third quarter of 2023 as compared to the third quarter of 2022, and decreased by $371.7 million in the first nine months of 2023 as compared to the first nine months of 2022. These decreases were due to Nucor's decreased profitability in the third quarter and first nine months of 2023 as compared to the respective prior year periods, which resulted in decreased accruals related to profit sharing.

Equity in Losses/Earnings of Unconsolidated Affiliates

 

Equity in losses of unconsolidated affiliates was $1.1 million in the third quarter of 2023, and equity in earnings of unconsolidated affiliates was $8.4 million in the third quarter of 2022. Equity in earnings of unconsolidated affiliates was $3.7 million and $23.2 million in the first nine months of 2023 and 2022, respectively. The decreases in equity method investment earnings were primarily due to the decreased results of NuMit.

 

In October 2023, Nucor purchased an additional 1% interest in NJSM to bring the total investment to 51%. As such, NJSM will be accounted for on a consolidated basis starting in the fourth quarter of 2023.

 

Interest (Income) Expense

 

Net interest (income) expense for the third quarter and first nine months of 2023 and 2022 was as follows (in thousands):

 

 

 

Three Months (13 Weeks) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

September 30, 2023

 

 

October 1, 2022

 

 

September 30, 2023

 

 

October 1, 2022

 

Interest expense

 

$

63,228

 

 

$

54,569

 

 

$

186,716

 

 

$

162,159

 

Interest income

 

 

(77,361

)

 

 

(12,222

)

 

 

(186,068

)

 

 

(18,914

)

Interest (income) expense, net

 

$

(14,133

)

 

$

42,347

 

 

$

648

 

 

$

143,245

 

 

Interest expense increased in the third quarter and first nine months of 2023 compared to the third quarter and first nine months of 2022 due to higher average interest rates on debt and an increase in average debt outstanding.

 

Interest income increased in the third quarter and first nine months of 2023 compared to the third quarter and first nine months of 2022 primarily due to an increase in average interest rates on cash investments and higher average cash investment balances held.

 

Earnings Before Income Taxes and Noncontrolling Interests

 

The table below presents earnings before income taxes and noncontrolling interests by segment for the third quarter and first nine months of 2023 and 2022 (in thousands). The changes between periods were driven by the quantitative and qualitative factors previously discussed.

 

 

 

 

 

 

 

 

 

Three Months (13 Weeks) Ended

 

 

Nine Months (39 Weeks) Ended

 

 

 

September 30, 2023

 

 

October 1, 2022

 

 

September 30, 2023

 

 

October 1, 2022

 

Steel mills

 

$

882,614

 

 

$

1,287,855

 

 

$

3,124,549

 

 

$

6,682,432

 

Steel products

 

 

806,731

 

 

 

1,196,845

 

 

 

2,788,322

 

 

 

3,011,644

 

Raw materials

 

 

71,367

 

 

 

279,189

 

 

 

267,918

 

 

 

638,640

 

Corporate/eliminations

 

 

(212,630

)

 

 

(440,967

)

 

 

(986,141

)

 

 

(1,621,277

)

 

$

1,548,082

 

 

$

2,322,922

 

 

$

5,194,648

 

 

$

8,711,439

 

 

 

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Noncontrolling Interests

Noncontrolling interests represent the income attributable to the holders of noncontrolling interests in Nucor’s joint ventures, NYS and CSI. Nucor owns a 51% controlling interest in each of NYS and CSI. The decrease in earnings attributable to noncontrolling interests in the third quarter of 2023 as compared to the third quarter of 2022 was primarily due to the decreased earnings of NYS. The decrease in earnings attributable to noncontrolling interests in the first nine months of 2023 as compared to the first nine months of 2022 was primarily due to the decreased earnings of both NYS and CSI.

Provision for Income Taxes

The effective tax rate for the third quarter of 2023 was 21.1% compared to 22.6% for the third quarter of 2022. The decrease in the effective tax rate for the third quarter of 2023 as compared to the third quarter of 2022 was primarily due to increased federal tax credits and the change in relative proportions of net earnings attributable to noncontrolling interests to total pre-tax earnings between the periods. The expected effective tax rate for the full year of 2023 is approximately 22.3%.

We estimate that in the next 12 months our gross unrecognized tax benefits, which totaled $179.8 million at September 30, 2023, exclusive of interest, could decrease by as much as $10.6 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 the tax years through 2014, and for the tax years 2016 and 2018. The tax years 2017, 2021 and 2022 remain open to examination by the IRS. The 2015 through 2021 Canadian income tax returns for Harris Steel Group Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 2016 through 2022 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada, Trinidad & Tobago, and other state and local jurisdictions).

Net Earnings Attributable to Nucor Stockholders and Return on Equity

Nucor reported net earnings attributable to Nucor stockholders of $1.14 billion, or $4.57 per diluted share, in the third quarter of 2023 as compared to net earnings attributable to Nucor stockholders of $1.69 billion, or $6.50 per diluted share, in the third quarter of 2022. Net earnings attributable to Nucor stockholders as a percentage of net sales were 13.0% and 16.1% in the third quarter of 2023 and 2022, respectively.

Nucor reported net earnings attributable to Nucor stockholders of $3.74 billion, or $14.83 per diluted share, in the first nine months of 2023 as compared to net earnings attributable to Nucor stockholders of $6.35 billion, or $23.85 per diluted share, in the first nine months of 2022. Net earnings attributable to Nucor stockholders as a percentage of net sales were 13.8% and 19.4% in the first nine months of 2023 and 2022, respectively. Annualized return on average stockholders’ equity was 25.6% and 53.4% in the first nine months of 2023 and 2022, respectively.

 

Outlook

We expect earnings in the fourth quarter of 2023 to decrease compared to the third quarter of 2023 due primarily to lower pricing across all three operating segments, and, to a lesser extent, decreased volumes. In the steel mills segment, we expect the decrease in realized pricing to be most pronounced at our sheet mills. In the steel products segment, we expect decreased earnings due to moderating average selling prices at most of the product groups within the steel products segment and lower volumes. Earnings for the raw materials segment are expected to decrease in the fourth quarter of 2023 as compared to the third quarter of 2023 due to lower pricing for raw materials and planned outages 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 third quarter of 2023 represented approximately 5% of sales and has consistently paid within terms. In the raw materials segment, we are exposed to price fluctuations related to the purchase of scrap and scrap substitutes, pig iron and iron ore. Businesses within the steel mills segment account for the majority of the raw materials segment’s sales.

Liquidity and Capital Resources

We currently have the highest credit ratings of any steel producer headquartered in North America, with an A- long-term rating from Standard & Poor’s, an A- rating from Fitch Ratings and a Baa1 long-term rating from Moody’s. Our credit

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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 September 30, 2023 remained strong, consisting of total cash and cash equivalents, short-term investments and restricted cash and cash equivalents of $6.73 billion ($4.94 billion as of December 31, 2022). Of these totals, the amount of restricted cash and cash equivalents was $12.8 million at September 30, 2023 and $80.4 million at December 31, 2022. Approximately $888.1 million of the cash and cash equivalents position at September 30, 2023, was held by our majority-owned and controlled subsidiaries as compared to $1.04 billion at December 31, 2022.

 

Cash provided by operating activities was $5.59 billion in the first nine months of 2023 as compared to $7.54 billion in the first nine months of 2022. The $1.95 billion decrease was primarily driven by net earnings before noncontrolling interests of $4.04 billion for the first nine months of 2023, a decrease of $2.71 billion from net earnings before noncontrolling interests for the prior year period of $6.75 billion. Partially offsetting the decline in net earnings before noncontrolling interests were the changes in operating assets and operating liabilities (exclusive of acquisitions) which provided cash of $604.5 million in the first nine months of 2023 as compared to using cash of $58.3 million in the first nine months of 2022.

 

The funding of our working capital in the first nine months of 2023 decreased by $662.8 million compared to the first nine months of 2022 mainly due to the change in accounts receivable providing $171.6 million of cash in the first nine months of 2023 compared to using cash of $104.8 million in the first nine months of 2022, as well as due to the change in federal income taxes which provided cash of $240.7 million in the first nine months of 2023, compared to using cash of $302.3 million in the first nine months of 2022. Additionally, the change in accounts payable provided cash of $164.5 million in the first nine months of 2023, compared to using cash of $299.8 million in the first nine months of 2022. These changes were offset by the $468.3 million decrease in the change in salaries, wages and related accruals in the first nine months of 2023 as compared to the first nine months of 2022. The change in salaries, wages and related accruals used cash of $347.0 million in the first nine months of 2023 as compared to providing cash of $121.2 million in the first nine months of 2022, due primarily to the payout in the first nine months of 2023 of incentive compensation for 2022, which was higher than the incentive compensation for 2021 that was paid out in the first nine months of 2022 due to higher Company earnings in 2022.

 

The current ratio was 3.7 at the end of the third quarter of 2023 and 3.4 at year-end 2022. The increase in the current ratio at the end of the third quarter of 2023 compared to year-end 2022 was due to the $1.26 billion, or 9%, increase in current assets. The increase in current assets was primarily due to the $1.58 billion increase in cash and cash equivalents at the end of the third quarter of 2023 compared to year-end 2022.

 

Cash used in investing activities during the first nine months of 2023 was $1.84 billion as compared to $4.99 billion in the prior year period, a decrease of $3.15 billion. The primary reason for the decrease in cash used in investing activities was the decrease in cash used for acquisitions of $3.55 billion. Acquisitions were significantly higher in the first nine months of 2022 due to the acquisition of CSI on February 1, 2022 and C.H.I. Overhead Doors, LLC on June 24, 2022 (there have been no acquisitions to date in 2023). Cash used for capital expenditures of $1.50 billion in the first nine months of 2023 increased by $66.1 million over the same period of 2022 primarily due to the plate mill and tubular product facility being built in Kentucky, the sheet mill in West Virginia and the micro mill being built in North Carolina. Capital expenditures for 2023 are estimated to be approximately $2.40 billion as compared to $1.95 billion in 2022. The projects that we anticipate will have the largest capital expenditures in 2023 are the sheet mill under construction in West Virginia, the micro mill being built in North Carolina, the sheet mill expansion in Indiana and the plate mill in Kentucky.

 

Cash used in financing activities during the first nine months of 2023 was $2.24 billion as compared to $1.93 billion in the first nine months of 2022. The primary uses of cash were stock repurchases of $1.38 billion in the first nine months of 2023 as compared to $2.36 billion in the first nine months of 2022, a decrease of $983.2 million, and distributions to noncontrolling interests of $412.4 million in the first nine months of 2023 as compared to $300.8 million in the first nine months of 2022, an increase of $111.6 million. The primary change in the source of cash offsetting these uses of cash was proceeds from long-term debt, net of discount to the public, of $2.09 billion in the first nine months of 2022 as compared to none in the first nine months of 2023. In the first nine months of 2022, Nucor issued $500.0 million aggregate principal amount of its 3.950% Notes due in 2025, $500.0 million aggregate principal amount of its 4.300% Notes due in 2027, $550.0 million aggregate principal amount of its 3.125% Notes due in 2032 and $550.0 million aggregate principal amount of its 3.850% Notes due in 2052. A portion of the net proceeds from the long-term debt issued in the first nine months of 2022 was used to redeem $1.11 billion of long-term debt in the first nine months of 2022.

 

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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 September 30, 2023, the funded debt to total capital ratio was 23.7% 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 September 30, 2023.

 

In September 2023, Nucor’s Board of Directors declared a quarterly cash dividend on Nucor’s common stock of $0.51 per share payable on November 9, 2023 to stockholders of record on September 29, 2023. This dividend is Nucor’s 202nd consecutive quarterly cash dividend.

 

Funds provided from operations, cash and cash equivalents, short-term investments, restricted cash and cash equivalents and new borrowings under our existing credit facilities are expected to be adequate to meet future capital expenditure and working capital requirements for existing operations for at least the next 24 months. We also believe we have adequate access to capital markets for liquidity purposes.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the ordinary course of business, Nucor is exposed to a variety of market risks. We continually monitor these risks and develop strategies to manage them.

Interest Rate Risk

Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. Nucor also occasionally makes use of interest rate swaps to manage net exposure to interest rate changes. Management does not believe that Nucor’s exposure to interest rate risk has significantly changed since December 31, 2022. There were no interest rate swaps outstanding at September 30, 2023.

Commodity Price Risk

In the ordinary course of business, Nucor is exposed to market risk for price fluctuations of raw materials and energy, principally scrap steel, other ferrous and nonferrous metals, alloys and natural gas. We attempt to negotiate the best prices for our raw material and energy requirements and to obtain prices for our steel products that match market price movements in response to supply and demand. In periods of strong or stable demand for our products, we are more likely to be able to effectively reduce the normal time lag in passing through higher raw material costs so that we can maintain our gross margins. When demand for our products is weaker, this becomes more challenging. Our DRI facilities in Trinidad and Louisiana provide us with flexibility in managing our raw material 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 production operations is being sold to third parties to partially offset our exposure to changes in the price of natural gas consumed by our Louisiana DRI facility and our steel mills in the United States.

Nucor also periodically uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in the production process and to hedge a portion of our scrap, aluminum and copper purchases and sales. Gains and losses from derivatives designated as hedges are deferred in accumulated other comprehensive loss, net of income taxes in the condensed consolidated balance sheets and recognized in net earnings in the same period as the underlying physical transaction. At September 30, 2023, accumulated other comprehensive loss, net of income taxes included $2.3 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 September 30, 2023, due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in thousands):

 

Commodity Derivative

 

10% Change

 

 

25% Change

 

Natural gas

 

$

11,900

 

 

$

29,740

 

Aluminum

 

$

4,421

 

 

$

12,672

 

Copper

 

$

1,004

 

 

$

2,504

 

 

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

 

Foreign Currency Risk

Nucor is exposed to foreign currency risk primarily through its operations in Canada, Europe and Mexico. We periodically use derivative contracts to mitigate the risk of currency fluctuations. Open foreign currency derivative contracts at September 30, 2023 were insignificant.

 

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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 September 30, 2023 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.

During 2022, Nucor Steel Louisiana, our DRI facility located in St. James Parish, Louisiana, received allegations of violations of the Clean Air Act from the United States Environmental Protection Agency. A combined settlement is currently being negotiated with the United States Department of Justice, United States Environmental Protection Agency and the Louisiana Department of Environmental Quality. We do not believe that any aggregate settlement for these allegations will be material to Nucor.

There were no other proceedings that were pending or contemplated under federal, state or local environmental laws that the Company reasonably believes may result in monetary sanctions of at least $1.0 million (the threshold chosen by Nucor as permitted by Item 103 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), and which Nucor believes is reasonably designed to result in disclosure of any such proceeding that is material to its business or financial condition).

Item 1A. Risk Factors

There have been no material changes in Nucor’s risk factors from those included in “Item 1A. Risk Factors” in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2022.

 

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Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

Our share repurchase program activity for each of the three months and the quarter ended September 30, 2023 was as follows (in thousands, except per share amounts):

 

 

 

Total
Number
of Shares
Purchased

 

 

Average
Price Paid
per Share (1)

 

 

Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (2)

 

 

Approximate
Dollar Value of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs (2)

 

July 2, 2023 - July 29, 2023

 

 

-

 

 

$

-

 

 

 

-

 

 

$

4,000,000

 

July 30, 2023 - August 26, 2023

 

 

2,231

 

 

$

169.09

 

 

 

2,231

 

 

$

3,623,117

 

August 27, 2023 - September 30, 2023

 

 

731

 

 

$

168.68

 

 

 

731

 

 

$

3,499,941

 

For the Quarter Ended September 30, 2023

 

 

2,962

 

 

 

 

 

 

2,962

 

 

 

 

 

(1)
Includes commissions of $0.19 per share.
(2)
On May 11, 2023, the Company announced that its Board of Directors had approved a new share repurchase program under which the Company is authorized to repurchase up to $4.00 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. Share repurchases made prior to May 11, 2023 were made under the Company's prior share repurchase program. The prior share repurchase program was announced on December 2, 2021 and authorized the Company to repurchase up to $4.00 billion of the Company's common stock. The prior share repurchase program was terminated in connection with the approval of the new share repurchase program announced on May 11, 2023.

Item 5. Other Information

Insider Trading Arrangements

During the quarter ended September 30, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as such terms are defined in Item 408 of Regulation S-K).

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Item 6. Exhibits

 

Exhibit No.

 

Description of Exhibit

 

 

3

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

 

 

3.1

Bylaws of Nucor Corporation, as amended and restated 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))

 

 

 

 

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 September 30, 2023, filed November 8, 2023, 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 September 30, 2023, filed November 8, 2023, 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.

 

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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: November 8, 2023

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