Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
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:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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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.
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).
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.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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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
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
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)
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Three Months (13 Weeks) Ended |
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Nine Months (39 Weeks) Ended |
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September 30, 2023 |
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October 1, 2022 |
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September 30, 2023 |
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October 1, 2022 |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Costs, expenses and other: |
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Cost of products sold |
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Marketing, administrative and other expenses |
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Equity in losses (earnings) of unconsolidated affiliates |
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Interest (income) expense, net |
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Earnings before income taxes and noncontrolling interests |
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Provision for income taxes |
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Net earnings before noncontrolling interests |
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Earnings attributable to noncontrolling interests |
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Net earnings attributable to Nucor stockholders |
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$ |
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$ |
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$ |
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$ |
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Net earnings per share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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$ |
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$ |
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Average shares outstanding: |
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Basic |
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Diluted |
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See notes to condensed consolidated financial statements.
1
Table of Contents
Nucor Corporation Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
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Three Months (13 Weeks) Ended |
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Nine Months (39 Weeks) Ended |
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September 30, 2023 |
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October 1, 2022 |
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September 30, 2023 |
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October 1, 2022 |
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Net earnings before noncontrolling interests |
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$ |
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$ |
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$ |
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$ |
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Other comprehensive income (loss): |
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Net unrealized (loss) income on hedging derivatives, |
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( |
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Reclassification adjustment for settlement of hedging |
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Foreign currency translation gain (loss), net of income |
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( |
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( |
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Comprehensive income |
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Comprehensive income attributable to noncontrolling |
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Comprehensive income attributable to Nucor stockholders |
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$ |
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$ |
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$ |
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$ |
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See notes to condensed consolidated financial statements.
2
Table of Contents
Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
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September 30, 2023 |
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December 31, 2022 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Short-term investments |
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Accounts receivable, net |
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Inventories, net |
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Other current assets |
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Total current assets |
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Property, plant and equipment, net |
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Restricted cash and cash equivalents |
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Goodwill |
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Other intangible assets, net |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES |
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Current liabilities: |
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Short-term debt |
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$ |
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$ |
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Current portion of long-term debt and finance lease obligations |
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Accounts payable |
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Salaries, wages and related accruals |
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Accrued expenses and other current liabilities |
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Total current liabilities |
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Long-term debt and finance lease obligations due after one year |
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Deferred credits and other liabilities |
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Total liabilities |
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EQUITY |
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Nucor stockholders' equity: |
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Common stock |
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Additional paid-in capital |
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Retained earnings |
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Accumulated other comprehensive loss, |
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Treasury stock |
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( |
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( |
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Total Nucor stockholders' equity |
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Noncontrolling interests |
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Total equity |
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Total liabilities and equity |
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$ |
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$ |
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See notes to condensed consolidated financial statements.
3
Table of Contents
Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
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Nine Months (39 Weeks) Ended |
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September 30, 2023 |
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October 1, 2022 |
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Operating activities: |
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Net earnings before noncontrolling interests |
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$ |
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$ |
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Adjustments: |
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Depreciation |
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Amortization |
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Stock-based compensation |
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Deferred income taxes |
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Distributions from affiliates |
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Equity in earnings of unconsolidated affiliates |
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Changes in assets and liabilities (exclusive of acquisitions and dispositions): |
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Accounts receivable |
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Inventories |
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Accounts payable |
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Federal income taxes |
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Salaries, wages and related accruals |
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Other operating activities |
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Cash provided by operating activities |
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Investing activities: |
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Capital expenditures |
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Investment in and advances to affiliates |
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Sale of business |
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- |
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Disposition of plant and equipment |
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Acquisitions (net of cash acquired) |
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- |
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( |
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Purchases of investments |
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( |
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( |
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Proceeds from the sale of investments |
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Other investing activities |
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( |
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Cash used in investing activities |
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( |
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Financing activities: |
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Net change in short-term debt |
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Proceeds from issuance of long-term debt, net of discount |
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- |
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Repayment of long-term debt |
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( |
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Bond issuance costs |
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- |
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Proceeds from exercise of stock options |
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Payment of tax withholdings on certain stock-based compensation |
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( |
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Distributions to noncontrolling interests |
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( |
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Cash dividends |
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( |
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Acquisition of treasury stock |
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( |
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Proceeds from government incentives |
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- |
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Other financing activities |
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( |
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( |
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Cash used in financing activities |
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( |
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Effect of exchange rate changes on cash |
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Increase in cash and cash equivalents and |
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Cash and cash equivalents and restricted cash and cash |
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Cash and cash equivalents and restricted cash and cash |
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$ |
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$ |
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Non-cash investing activity: |
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Change in accrued plant and equipment purchases |
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$ |
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$ |
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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
3. Property, Plant and Equipment
Property, plant and equipment is recorded net of accumulated depreciation of $
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):
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Steel Mills |
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Steel Products |
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Raw Materials |
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Total |
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Balance at December 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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Acquisitions |
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- |
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- |
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Translation |
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- |
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- |
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Balance at September 30, 2023 |
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$ |
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$ |
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$ |
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$ |
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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
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
5
Table of Contents
Intangible assets with estimated useful lives of to
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September 30, 2023 |
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December 31, 2022 |
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Gross Amount |
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Accumulated |
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Gross Amount |
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Accumulated |
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Customer relationships |
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$ |
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$ |
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$ |
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$ |
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Trademarks and trade names |
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Other |
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$ |
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$ |
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$ |
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$ |
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Intangible asset amortization expense in the third quarter of 2023 and 2022 was $
5. Current Liabilities
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.
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Fair Value Measurements at Reporting Date Using |
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Description |
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Carrying |
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Quoted Prices |
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Significant |
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Significant |
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As of September 30, 2023 |
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Assets: |
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Cash equivalents |
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$ |
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$ |
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$ |
- |
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$ |
- |
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Short-term investments |
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- |
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- |
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Restricted cash and cash equivalents |
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- |
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- |
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Derivative contracts |
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- |
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- |
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Total assets |
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$ |
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$ |
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$ |
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$ |
- |
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Liabilities: |
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Derivative contracts |
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$ |
( |
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$ |
- |
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$ |
( |
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$ |
- |
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As of December 31, 2022 |
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Assets: |
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Cash equivalents |
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$ |
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$ |
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$ |
- |
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$ |
- |
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Short-term investments |
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- |
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- |
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Restricted cash and cash equivalents |
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- |
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- |
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Derivative contracts |
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- |
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- |
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Total assets |
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$ |
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$ |
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$ |
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$ |
- |
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Liabilities: |
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Derivative contracts |
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$ |
( |
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$ |
- |
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$ |
( |
) |
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$ |
- |
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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 $
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):