(704)366-7000

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

    Yes   ☒No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).    Yes  ☐    No   ☒

317,916,674301,895,077 shares of the registrant’s common stock were outstanding at September 30, 2017.July 4, 2020.

Table of Contents

Nucor Corporation

Quarterly Report on Form 10-Q

September 30, 2017For the Three Months and Six Months Ended July 4, 2020

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Nucor Corporation Condensed Consolidated Statements of Earnings (Unaudited)

(In thousands, except per share amounts)

See notes to condensed consolidated financial statements.

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Nucor Corporation Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

See notes to condensed consolidated financial statements.

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Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

See notes to condensed consolidated financial statements.

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Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

See notes to condensed consolidated financial statements.

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

1. Basis of Interim Presentation

Recently Adopted Accounting Pronouncements –In the first quarter of 2017, Nucor adopted new accounting guidance that amends the accounting for employee share-based payment transactions. The new guidance requires income statement recognition of all tax effects, including all excess tax benefits and tax deficiencies, resulting from the settlement of share-based awards in the reporting periodopinion of management, necessary to a fair statement of the results for the interim periods presented and are of a normal and recurring nature unless otherwise noted. The information furnished has not been audited; however, the December 31, 2019 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, 2019.

2. Inventories

Inventories consisted of approximately 39% raw materials and supplies and 61% finished and semi-finished products at July 4, 2020 (42% and 58%, respectively, at December 31, 2019). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which they occur. The new guidance also requires that alltax-related cash flows resulting from share-based payments, includingproducts are sold to customers at various stages throughout the excess tax benefits and tax deficiencies related to the settlement of stock-based awards,process. Since most steel products can be classified as cash flows from operating activities,either finished or semi-finished products, these two categories of inventory are combined.

3. Property, Plant and that cash paid by directly withholding shares for tax purposes be classified as a financing activity in the statement of cash flows. The new guidance also allows companies to make an accounting policy election to either estimate the number of awards that are expected to vest, consistent with current guidance, or account for forfeitures as they occur. This new guidance, with the exception of the presentation of cash paid by directly withholding shares for tax purposes on the statement of cash flows,Equipment

Property, plant and equipment is applied prospectively for the Company beginning on January 1, 2017. The presentation of cash paid by directly withholding shares for tax purposes on the statement of cash flows as a financing activity requires retrospective application beginning January 1, 2017. As a result of the retrospective application of this new guidance, $10.4 million was reclassified from other operating activities to payment of tax withholdings on certain stock-based compensation in the condensed consolidated statement of cash flows for the nine months ended October 1, 2016. The adoption of this new guidance did not have a material effect on the Company’s consolidated financial statements. There is no change to our accounting policy with respect to the estimation of awards that are expected to vest.

In January 2017, new guidance was issued regarding the simplification of the test for goodwill impairment. The new guidance eliminates Step 2 from the goodwill impairment test and will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The new guidance is effective for the Company for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. The Company early adopted this new guidance in the first quarter of 2017. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

In August 2017, new guidance was issued regarding improvements to accounting and reporting for hedging activities to better reflect the economic results of an entity’s risk management activities. The new guidance reduces limitations on hedge designation and updates measurement guidance for qualifying hedging relationships. The new guidance also simplifies financial statement reporting for qualifying hedging relationships and aligns the recognition and presentation of the effects of the hedging instrument and hedged item within the financial statements. The new guidance is effective for the Company for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. The Company early adopted this new guidance in the third quarter of 2017. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

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Recently Issued Accounting Pronouncements – In May 2014, new accounting guidance was issued that will supersede nearly all existing accounting guidance related to revenue recognition. The new guidance provides that an entity recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The Financial Accounting Standards Board has also issued a number of updates to this new accounting guidance. The Company will adopt the new revenue recognition guidance effective January 1, 2018. Using the modified retrospective approach, the Company will recognize the cumulative effect of the adoption, if any, as an adjustment to the opening balance of retained earnings. The Company does not expect the adoption of this new guidance to have a material effect on the Company’s consolidated financial statements.

In January 2016, new accounting guidance was issued regarding the recognition and measurement of financial assets and financial liabilities. Changes to the current accounting guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the Financial Accounting Standards Board clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses onavailable-for-sale debt securities. The accounting for other financial instruments, such as loans, investments in debt securities and financial liabilities, is largely unchanged. The new guidance is effective for the Company for annual and interim reporting periods beginning after December 15, 2017. The Company does not expect the adoption of this new guidance to have a material effect on the Company’s consolidated financial statements.

In February 2016, new accounting guidance was issued regarding the accounting for leases. The new guidance requires all lessees to recognize on the balance sheet right to use assets and lease liabilities for the rights and obligations created by lease arrangements with terms greater than 12 months. The new guidance is effective for the Company for annual and interim reporting periods beginning after December 15, 2018. The Company is evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements, but it expects that assets and liabilities will increase on the consolidated balance sheet.

In August 2016, new accounting guidance was issued regarding the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The new guidance addresses specific cash flow presentation issues in order to reduce diversity in existing practice. The new guidance is effective for the Company for annual and interim reporting periods beginning after December 15, 2017. The Company is evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

In October 2016, new accounting guidance was issued regarding intra-entity transfers of assets other than inventory. The new guidance requires that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance is effective for the Company for annual and interim reporting periods beginning after December 15, 2017. The Company is evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

Prior Year Change in Accounting Principle –In the fourth quarter of 2016, the Company changed its accounting method for valuing its inventories held by the parent company and Nucor-Yamato Steel Company to thefirst-in,first-out (FIFO) method of accounting from thelast-in,first-out (LIFO) method. All inventories held by other subsidiaries of the parent company were previously and continue to be valued using the FIFO method.

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The effects of the change in accounting principle from LIFO to FIFO have been retrospectively applied to all periods presented. As a result of the retrospective application of the change in accounting principle, certain financial statement line items in the Company’s condensed consolidated statements of earnings for the three- and nine-month periods ended October 1, 2016 and condensed consolidated statement of cash flows (no impact on total cash provided by operating activities) for the nine-month period ended October 1, 2016 were adjusted as follows:

We have allocated the purchase price for Republic to its individual assets acquired and liabilities assumed. While the purchase price allocation is substantially complete, it is still preliminary and subject to change.

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The following table summarizes the fair values of the assets acquired and liabilities assumed of Republic as of the date of acquisition (in thousands):

The following table summarizes the purchase price allocation to the identifiable intangible assets of Republic as of the date of acquisition (in thousands, except years):

The goodwill of approximately $115.6 million is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel mills segment (see Note 5). Goodwill recognized for tax purposes was $118.6 million, all of which is deductible for such purposes.

Other acquisitions, exclusive of purchase price adjustments of acquisitions made andrecorded net of cash acquired, totaled $212.7 million in the first nine monthsaccumulated depreciation of 2017$9.71 billion at July 4, 2020 ($48.1 million in the first nine months of 2016). Included in the 2017 amount is the January 9, 2017 acquisition of Southland Tube (Southland) and the September 1, 2017 acquisition of St. Louis Cold Drawn, Inc. (St. Louis Cold Drawn). Nucor used cash on hand to acquire Southland and St. Louis Cold Drawn for purchase prices of approximately $130 million and $60 million, respectively. Southland is a manufacturer of hollow structural section tubing, which is primarily used in nonresidential construction markets. Southland had shipments of approximately 240,000 tons in 2016 and has one manufacturing facility in Birmingham, Alabama. St. Louis Cold Drawn is a manufacturer of cold drawn rounds, hexagons, squares, and special sections that mainly serves the U.S. and Mexican automotive and industrial markets. St. Louis Cold Drawn has two manufacturing locations, one in St. Louis, Missouri and the other in Monterrey, Mexico, that have a combined annual capacity of 200,000 tons.

million at September 30, 2017 ($2.2 million9.42 billion at December 31, 2016)2019).

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Given the natural gas pricing environment, Nucor performed an impairment assessment of its proved producing natural gas well assets in December 2016.the fourth quarter of 2019. One of the main assumptions that most significantly affects the undiscounted cash flows determination is management’s estimate of future pricing of natural gas prices.and natural gas liquids. The pricing used in thisthe impairment assessment was developed by management based on projected natural gas market supply and demand dynamics, in conjunction with a review of projections by numerous sources of market data. This analysisanalysts. Management also makes key estimates on the expected reserve levels and on the expected lease operating costs. The impairment assessment was performed on each of Nucor’s three groups (“fields”) of wells, with each groupfield defined by common geographic location. Each

As a result of Nucor’s three groupsthe impairment assessment, Nucor recorded a non-cash impairment charge of $35.0 million relating to one field of wells passedin the impairment test. Onefourth quarter of the groups of wells had estimated undiscounted cash flows that were noticeably closer to its carrying value, which was $80.8 million as of December 31, 2016, than the other groups of wells.2019. The post-impairment carrying value of that group of wellsthis field was $74.0$11.8 million at July 4, 2020 ($12.3 million at September 30, 2017.December 31, 2019). The remaining two fields were not impaired as a result of the assessment and had a combined carrying value of the other groups of wells was $183.9$63.9 million as of September 30, 2017. at July 4, 2020 ($66.6 million at December 31, 2019). Changes in the natural gas industry or a prolonged low pricelow-price environment beyond what had already been assumed in the analysisassessments could cause management to revise the natural gas and natural gas liquids price assumptions, whichthe estimated reserves or the estimated lease operating costs. Unfavorable revisions to these assumptions or estimates could possibly result in anfurther impairment of some or all of the groupsfields of proved well assets.

Nucor owns a 49% leasehold interest in unproved oil and natural gas properties covering approximately 54,000 acres in the South Piceance Basin located in Colorado. Nucor is subject to forfeiture of a portion of its leasehold interest in these properties if we do not drill new wells within various contractually specified time periods. A decision to not develop a portion of these properties within the specified time periods would likely result in a partial asset impairment in the future. The carrying value of the entire leasehold interest at July 4, 2020 was $165.0 million. Nucor has full discretion on its participation in all future drilling capital investments related to the leasehold interest.

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4. Goodwill and Other Intangible Assets

The change in the net carrying amount of goodwill for the six months ended July 4, 2020 by segment was as follows (in thousands):

Nucor completed its most recent annual goodwill impairment testing during the fourth quarter of 20162019 and concluded that as of such time there was no0 impairment of goodwill for any of its reporting units.

The assessment performed in 2019 used forward-looking projections and included expected improvements in the future cash flows of one of the Company’s reporting units, Rebar Fabrication. The fair value of this reporting unit exceeded its carrying value by approximately 56% in the most recent assessment. The reporting unit’s profitability in the first half of 2020 significantly increased from the first half of 2019. We expect the 2020 operating results of the Rebar Fabrication reporting unit will continue to improve compared to 2019. If our assessment of the relevant facts and circumstances changes, or the actual performance of this reporting unit falls short of expected results, non-cash impairment charges may be required. Total goodwill associated with the Rebar Fabrication reporting unit was $347.8 million as of July 4, 2020 ($356.6 million as of December 31, 2019). 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 $61.3 million as of July 4, 2020 ($67.2 million as of December 31, 2019). 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.

Due to lower than expected operating results and anticipated changes to the Grating reporting unit’s business strategy and structure, the Company determined a triggering event occurred in the third quarter of 2019 and performed an impairment assessment. The fair value of the Grating reporting unit exceeded its carrying value by approximately 17% in that assessment. If our assessment of the relevant facts and circumstances changes, or the actual performance of this reporting unit falls short of expected results, non-cash impairment charges may be required. Total goodwill associated with the Grating reporting unit was $36.5 million as of July 4, 2020 ($36.8 million as of December 31, 2019).

Intangible assets with estimated useful lives of five to 22 years are amortized on a straight-line or accelerated basis and were comprised of the following as of September 30, 2017July 4, 2020 and December 31, 20162019 (in thousands):

Intangible asset amortization expense in the thirdsecond quarter of 20172020 and 20162019 was $23.0$20.7 million and $18.5$21.2 million, respectively, and was $68.4$42.2 million and $54.1$42.7 million in the first ninesix months of 20172020 and 2016,2019, respectively. Annual amortization expense is estimated to be $91.2 million in 2017; $89.6 million in 2018; $86.7 million in 2019; $84.4$83.5 million in 2020; and $83.1$82.3 million in 2021.

5. Equity Investments

9The carrying value of our equity investments in domestic and foreign companies was $521.5 million at July 4, 2020 ($793.2 million at December 31, 2019) and is recorded in other assets in the condensed consolidated balance sheets.

NUMITNuMit

Nucor hasowns a 50% economic and voting interest in NuMit LLC (NuMit)(“NuMit”). NuMit owns 100% of the equity interest in Steel Technologies LLC, an operator of 2526 sheet processing facilities located throughout the United States, Canada and Mexico. Nucor accounts for the investment in NuMit (on aone-month lag basis) under the equity method, as control and risk

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Nucor owns a 50% economic and voting interest in Duferdofin Nucor S.r.l. (“Duferdofin Nucor”), an Italian steel manufacturer, and accounts for the investment (on a one-month lag basis) under the equity method, as control and risk of loss are shared equally between the members. Nucor’s investment in NuMit at September 30, 2017 was $311.9 million ($325.1 million at December 31, 2016). Nucor received distributions from NuMit of $0.1 million during the third quarter of 2017 and $47.0 million during the first nine months of 2017. NuMit distributions were $0.5 million during the third quarter of 2016 and $37.5 million during the first nine months of 2016.

DUFERDOFIN NUCOR

Nucor owns a 50% economic and voting interest in Duferdofin Nucor S.r.l. (Duferdofin Nucor), an Italian steel manufacturer, and accounts for the investment (on aone-month lag basis) under the equity method, as control and risk of loss are shared equally between the members.

Nucor’s investment in Duferdofin Nucor was $2.5 million at September 30, 2017 was $280.8 millionJuly 4, 2020 ($256.6263.0 million at December 31, 2016)2019). Nucor’s 50% share of the total net assets of Duferdofin Nucor was $112.6$115.9 million at September 30, 2017,July 4, 2020, resulting in a negative basis difference of $168.2 million$113.4 million. This is due to the $255.0 million impairment charge taken against the Company’s investment in Duferdofin Nucor in the first half of 2020 as discussed below, offset by the step-up to fair value of certain assets and liabilities attributable to Duferdofin Nucor, as well as the identification of goodwill ($91.0 million)86.5 million at December 31, 2019) and finite-lived intangible assets. This basis difference prior to the impairment charge, excluding the portion attributable to goodwill, iswas being amortized based on the remaining estimated useful lives of the various underlying net assets, as appropriate, through the first quarter of 2020. Beginning with the second quarter of 2020, the negative basis difference of $113.4 million began amortizing based on the remaining useful lives of the various underlying net assets, as appropriate. Amortization expense associated with the fair valuestep-upnegative basis in the second quarter of 2020 was $2.3income of $1.8 million, and $2.2compared to an expense of $2.3 million in the thirdsecond quarter of 20172019, associated with the fair value step-up. Net amortization expense was $0.3 million and 2016, respectively, and was $6.6$4.5 million in the first ninesix months of 20172020 and 2016.2019, respectively.

As of September 30, 2017,July 4, 2020, Nucor had outstanding notes receivable of €35.0 million ($41.339.4 million) from Duferdofin Nucor (€35.0 million, or $36.9$39.3 million, as of December 31, 2016)2019). The notes receivable bear interest at 0.83% and reseta rate that resets annually on September 30 to the 12-month Euro Interbank Offered Rate (Euribor) plus 1%0.75% per year. The maturity date of the principal amounts are due onis January 31, 2019.2022. As of September 30, 2017July 4, 2020 and December 31, 2016,2019, the notes receivable were classified in other assets in the condensed consolidated balance sheets. These notes were fully reserved in connection with the $255.0 million impairment charge taken against the Company’s investment in Duferdofin Nucor in the first half of 2020 as discussed below.

Nucor has issued a guarantee the fair value of which is immaterial, for its ownership percentage (50%) of Duferdofin Nucor’s borrowings under Facility A of a Structured Trade Finance Facilities Agreement (Facility A)(“Facility A”). The fair value of the guarantee is immaterial. In April 2018, Duferdofin Nucor amended and extended Facility A to mature on April 16, 2021. The maximum amount Duferdofin Nucor could have borrowedborrow under Facility A was €122.5€160.0 million ($144.6180.0 million) as of September 30, 2017.at July 4, 2020. As of September 30, 2017,July 4, 2020, there was €122.5€147.0 million ($144.6165.4 million) outstanding under that facility (€107.0147.0 million, or $112.7$164.9 million, as of December 31, 2016)2019). Facility A was amended in 2015 to extend the maturity date to October 12, 2018. If Duferdofin Nucor fails to pay when due any amounts for which it is obligated under Facility A, Nucor could be required to pay 50% of such amounts pursuant to and in accordance with the terms of its guarantee. Any indebtedness of Duferdofin Nucor to Nucor is effectively subordinated to the indebtedness of Duferdofin Nucor under Facility A. Nucor has not recorded any liability associated with this guarantee.

Nucor-JFE

Nucor owns a 50% economic and voting interest in Nucor-JFE Steel Mexico, S. de R.L. de C.V. (“Nucor-JFE”), a 50-50 joint venture with JFE Steel Corporation of Japan, to build and operate a galvanized sheet steel plant in central Mexico. Nucor accounts for the investment in Nucor-JFE (on a one-month lag basis) under the equity method, as control and risk of loss are shared equally between the members. Nucor’s investment in Nucor-JFE was $153.6 million at July 4, 2020 ($163.2 million at December 31, 2019).

On January 16, 2019, Nucor entered into an agreement to guarantee a percentage, equal to its ownership percentage (50%), of Nucor-JFE’s borrowings under the General Financing Agreement and Promissory Note (the “Facility”). The fair value of the guarantee is immaterial. Nucor’s guarantee expires on April 30, 2021. Under the Facility, the maximum amount Nucor-JFE could borrow was $65.0 million as of July 4, 2020. The Facility is uncommitted. As of July 4, 2020, there was $35.0 million outstanding under the Facility (0ne as of December 31, 2019). If Nucor-JFE fails to pay when due any amounts for which it is obligated under the Facility, Nucor could be required to pay 50% of such amounts pursuant to and in accordance with the terms of its guarantee. Nucor has not recorded any liability associated with this guarantee.

Nucor-JFE has other credit facilities that Nucor has agreed to guarantee. The principal amount subject to guarantee by Nucor for these other credit facilities was $25.0 million as of July 4, 2020 ($25.0 million as of December 31, 2019). The fair value of the guarantees is immaterial. If Nucor-JFE fails to pay when due any amounts for which it is obligated, Nucor could be required to pay such amounts pursuant to and in accordance with the terms of its guarantee. Nucor has not recorded any liability associated with these guarantees.

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ALL EQUITY INVESTMENTSAll Equity Investments

Nucor reviews its equity investments for impairment if and when circumstances indicate that a decline in fair value below their carrying amounts may have occurred. Nucor last assesseddetermined that a triggering event occurred in the first quarter of 2020 with respect to its equity method investment in Duferdofin Nucor for impairment in 2015 due to adverse developments in the protracted challenging steel market conditions causedjoint venture’s commercial outlook, which have been exacerbated by excess global overcapacity,the COVID-19 pandemic, all of which increased in 2015, andhave negatively impacted the difficult economic environment in Europe.joint venture’s strategic direction. After completing its impairment assessment, the CompanyNucor determined that the carrying amount exceeded its estimated fair value and incurredthe impairment condition was considered to be other than temporary. Therefore, Nucor recorded a partial$250.0 million impairment charge in the first quarter of 2020 and a $5.0 million impairment charge in the second quarter of 2020 against its investment. While the operating performance ofinvestment in Duferdofin Nucor. Any additional capital contributions, if necessary, that Nucor makes to Duferdofin Nucor showed meaningful improvementwill be subject to impairment. Additionally, the Company fully reserved its €35.0 million ($39.4 million) outstanding note receivable from Duferdofin Nucor due to an assessment of the likelihood of collection in 2016light of these adverse developments and its effective subordination to Facility A. These charges are included in losses on assets in the condensed consolidated statements of earnings. The assumptions that most significantly affect the fair value determination include projected cash flows and the first nine months of 2017, steeldiscount rate. The Company-specific inputs for measuring fair value are considered “Level 3” or unobservable inputs that are not corroborated by market conditions in Europe have continued to be challenging. Therefore, itdata under applicable fair value authoritative guidance, as quoted market prices are not available.

It is reasonably possible that material deviation of future performance from the estimates used in our most recent valuation could result in further impairment of our investment in Duferdofin Nucor. We will continue to monitor forNucor and affect any potential triggering events that could affectliability associated with the carrying valueCompany’s guarantee of our investment inthe indebtedness of Duferdofin Nucor as a result of future market conditions and any changes in our business strategy.

116. Current Liabilities

7. Fair Value Measurements

The following table summarizes information regarding Nucor’s financial assets and financial liabilities that were measured at fair value as of July 4, 2020 and December 31, 2019 (in thousands). Nucor does not have any non-financial assets or non-financial liabilities that are measured at fair value on a recurring basis.