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.

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 ☒

~~285,798,874~~266,061,964 shares of the registrant’s common stock were outstanding at ~~October~~April 2, ~~2021.~~2022.

	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended					Three Months (13 Weeks) Ended
	Oct. 2, 2021			Oct. 3, 2020			Oct. 2, 2021			Oct. 3, 2020		April 2, 2022			April 3, 2021
Net sales	$	10,313,223		$	4,927,960		$	26,119,527		$	14,879,603	$	10,493,282		$	7,017,140
Costs, expenses and other:
Cost of products sold		6,906,950			4,425,765			18,617,314			13,370,181		7,035,143			5,394,703
Marketing, administrative and other expenses		526,345			165,513			1,204,539			460,922		524,584			291,124
Equity in (earnings) losses of unconsolidated affiliates		(32,464	)		(479	)		(65,106	)		14,422
Equity in earnings of unconsolidated affiliates													(7,695	)		(13,239	)
Losses on assets		-			6,604			50,970			299,450		-			6,662
Interest expense, net		43,285			40,139			118,709			116,856		43,135			39,644
		7,444,116			4,637,542			19,926,426			14,261,831		7,595,167			5,718,894
Earnings before income taxes and noncontrolling interests		2,869,107			290,418			6,193,101			617,772		2,898,115			1,298,246
Provision for income taxes		645,842			67,788			1,410,863			207,610		671,000			310,732
Net earnings		2,223,265			222,630			4,782,238			410,162		2,227,115			987,514
Earnings attributable to noncontrolling interests		95,522			29,215			205,195			87,535		131,492			45,082
Net earnings attributable to Nucor stockholders	$	2,127,743		$	193,415		$	4,577,043		$	322,627	$	2,095,623		$	942,432
Net earnings per share:
Basic	$	7.29		$	0.63		$	15.37		$	1.06	$	7.69		$	3.10
Diluted	$	7.28		$	0.63		$	15.34		$	1.06	$	7.67		$	3.10
Average shares outstanding:
Basic		290,510			303,394			296,431			303,072		271,564			301,846
Diluted		291,152			303,441			296,928			303,099		272,094			302,518

Nucor Corporation Condensed Consolidated Statements of Comprehensive Income (Unaudited)

	Three Months (13 Weeks) Ended					Nine Months (39 Weeks) Ended						Three Months (13 Weeks) Ended
	Oct. 2, 2021			Oct. 3, 2020		Oct. 2, 2021			Oct. 3, 2020			April 2, 2022			April 3, 2021
Net earnings	$	2,223,265		$	222,630	$	4,782,238		$	410,162		$	2,227,115		$	987,514
Other comprehensive income:
Net unrealized income on hedging derivatives, net of income taxes of $6,100 and $2,000 for the third quarter of 2021 and 2020, respectively, and $9,100 and $1,400 for the first nine months of 2021 and 2020, respectively		19,057			6,387		28,260			4,888
Reclassification adjustment for settlement of hedging derivatives included in net income, net of income taxes of $(800) and $700 for the third quarter of 2021 and 2020, respectively, and $(700) and $2,300 for the first nine months of 2021 and 2020, respectively		(2,457	)		2,113		(1,760	)		6,712
Foreign currency translation gain (loss), net of income taxes of $0 for the third quarter and first nine months of 2021 and 2020		(28,772	)		16,867		6,460			(24,103	)
Net unrealized income on hedging derivatives, net of income taxes of $16,800 and $400 for the first quarter of 2022 and 2021, respectively													53,476			999
Reclassification adjustment for settlement of hedging derivatives included in net earnings, net of income taxes of $(1,700) and $100 for the first quarter of 2022 and 2021, respectively													(5,390	)		501
Foreign currency translation gain, net of income taxes of $0 for the first quarter of 2022 and 2021													22,692			13,801
		(12,172	)		25,367		32,960			(12,503	)		70,778			15,301
Comprehensive income		2,211,093			247,997		4,815,198			397,659			2,297,893			1,002,815
Comprehensive income attributable to noncontrolling interests		95,522			29,215		205,195			87,535			131,492			45,082
Comprehensive income attributable to Nucor stockholders	$	2,115,571		$	218,782	$	4,610,003		$	310,124		$	2,166,401		$	957,733

	Oct. 2, 2021			Dec 31, 2020			April 2, 2022			Dec 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	1,764,293		$	2,639,671		$	3,725,266		$	2,364,858
Short-term investments		247,247			408,004			446,868			253,005
Accounts receivable, net		4,087,293			2,298,850			4,111,478			3,853,972
Inventories, net		5,678,715			3,569,089			6,245,679			6,011,182
Other current assets		346,277			573,048			252,060			316,540
Total current assets		12,123,825			9,488,662			14,781,351			12,799,557
Property, plant and equipment, net		7,777,277			6,899,110			8,921,263			8,114,818
Restricted cash and cash equivalents		281,345			115,258			88,242			143,800
Goodwill		2,787,992			2,229,672			2,904,134			2,827,344
Other intangible assets, net		1,171,292			668,021			1,063,210			1,103,759
Other assets		807,748			724,671			874,668			833,794
Total assets	$	24,949,479		$	20,125,394		$	28,632,868		$	25,823,072
LIABILITIES
Current liabilities:
Short-term debt	$	102,737		$	57,906		$	86,521		$	107,723
Current portion of long-term debt and finance lease obligations		615,130			10,885			629,536			615,678
Accounts payable		1,870,035			1,432,159			1,900,536			1,974,041
Salaries, wages and related accruals		1,323,365			462,727			832,999			1,495,166
Accrued expenses and other current liabilities		886,332			664,183			1,081,706			964,805
Federal income taxes payable								602,537			0
Total current liabilities		4,797,599			2,627,860			5,133,835			5,157,413
Long-term debt and finance lease obligations due after one year		4,949,945			5,271,789			6,112,331			4,961,410
Deferred credits and other liabilities		1,251,643			993,884			1,243,582			1,100,455
Total liabilities		10,999,187			8,893,533			12,489,748			11,219,278
Commitments and contingencies
EQUITY
Nucor stockholders' equity:
Common stock		152,061			152,061			152,061			152,061
Additional paid-in capital		2,131,514			2,121,288			2,163,129			2,140,608
Retained earnings		15,561,261			11,343,852			19,635,277			17,674,100
Accumulated other comprehensive loss, net of income taxes		(85,901	)		(118,861	)		(44,504	)		(115,282	)
Treasury stock		(4,336,415	)		(2,709,675	)		(6,701,401	)		(5,835,098	)
Total Nucor stockholders' equity		13,422,520			10,788,665			15,204,562			14,016,389
Noncontrolling interests		527,772			443,196			938,558			587,405
Total equity		13,950,292			11,231,861			16,143,120			14,603,794
Total liabilities and equity	$	24,949,479		$	20,125,394		$	28,632,868		$	25,823,072

	Nine Months (39 Weeks) Ended						Three Months (13 Weeks) Ended
	Oct. 2, 2021			Oct. 3, 2020			April 2, 2022			April 3, 2021
Operating activities:
Net earnings	$	4,782,238		$	410,162		$	2,227,115		$	987,514
Adjustments:
Depreciation		546,619			525,688			195,478			179,820
Amortization		76,656			62,877			41,411			21,130
Stock-based compensation		97,652			56,122			26,422			19,859
Deferred income taxes		166,748			140,606			(18,764	)		62,705
Distributions from affiliates		200			3,021			1,500			180
Equity in (earnings) losses of unconsolidated affiliates		(65,106	)		14,422
Equity in earnings of unconsolidated affiliates								(7,695	)		(13,239	)
Losses on assets		50,970			299,450			-			6,662
Changes in assets and liabilities (exclusive of acquisitions and dispositions):
Accounts receivable		(1,622,668	)		37,547			(92,394	)		(524,570	)
Inventories		(1,976,738	)		590,434			124,201			(795,940	)
Accounts payable		343,014			15,366			(165,476	)		225,333
Federal income taxes		262,195			18,848			672,142			200,888
Salaries, wages and related accruals		835,381			(69,235	)		(658,267	)		69,780
Other operating activities		123,202			100,283			126,495			90,289
Cash provided by operating activities		3,620,363			2,205,591			2,472,168			530,411
Investing activities:
Capital expenditures		(1,207,088	)		(1,179,081	)		(447,682	)		(313,510	)
Investment in and advances to affiliates		(193	)		(16,542	)		(63	)		(118	)
Disposition of plant and equipment		15,581			19,492			7,288			5,735
Acquisitions (net of cash acquired)		(1,346,608	)		(20,368	)		(347,177	)		300
Purchase of investments		(394,141	)		(401,986	)
Purchases of investments								(274,197	)		(214,427	)
Proceeds from the sale of investments		554,898			301,249			80,333			219,777
Other investing activities		1,042			(33,536	)		(183	)		249
Cash used in investing activities		(2,376,509	)		(1,330,772	)		(981,681	)		(301,994	)
Financing activities:
Net change in short-term debt		44,831			1,334			(21,202	)		(1,607	)
Proceeds from long-term debt, net of discount		196,990			1,237,635
Proceeds from issuance of long-term debt, net of discount								1,093,059			-
Repayment of long-term debt		-			(97,150	)		(2,500	)		-
Bond issuance related costs		-			(6,250	)
Bond issuance costs								(8,388	)		-
Proceeds from exercise of stock options		143,874			-			16,586			107,524
Payment of tax withholdings on certain stock-based compensation		(71,494	)		(17,691	)		(8,512	)		(14,521	)
Distributions to noncontrolling interests		(120,619	)		(106,193	)		(211,558	)		(73,795	)
Cash dividends		(366,606	)		(368,636	)		(137,587	)		(123,901	)
Acquisition of treasury stock		(1,773,848	)		(39,499	)		(905,324	)		(301,859	)
Other financing activities		(7,993	)		(6,983	)		(3,883	)		(2,505	)
Cash (used in) provided by financing activities		(1,954,865	)		596,567
Cash used in financing activities								(189,309	)		(410,664	)
Effect of exchange rate changes on cash		1,720			(7,790	)		3,672			3,307
(Decrease) increase in cash and cash equivalents and restricted cash and cash equivalents		(709,291	)		1,463,596
Increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents								1,304,850			(178,940	)
Cash and cash equivalents and restricted cash and cash equivalents - beginning of year		2,754,929			1,534,605			2,508,658			2,754,929
Cash and cash equivalents and restricted cash and cash equivalents - end of nine months	$	2,045,638		$	2,998,201
Cash and cash equivalents and restricted cash and cash equivalents - end of three months							$	3,813,508		$	2,575,989
Non-cash investing activity:
Change in accrued plant and equipment purchases	$	14,997		$	-		$	(7,789	)	$	4,461

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

The information furnished in this Item 1 reflects all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented and are of a normal and recurring nature unless otherwise noted. The information furnished has not been audited; however, the December 31, ~~2020~~2021 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The unaudited condensed consolidated financial statements included in this Item 1 should be read in conjunction with the audited consolidated financial statements and the notes thereto included in Nucor’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Inventories consisted of approximately ~~44%~~43% raw materials and supplies and ~~56%~~57% finished and semi-finished products at ~~October~~both April 2, ~~2021 (42%~~2022 and ~~58%, respectively, at~~ December 31, ~~2020).~~2021. Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.

Property, plant and equipment is recorded net of accumulated depreciation of ~~$10.33~~$10.57 billion at ~~October~~April 2, ~~2021~~2022 ($~~9.86~~10.39 billion at December 31, ~~2020)~~2021).

Nucor reviews its natural gas well assets for impairment if and when circumstances indicate that a decline in value below their carrying amounts may have occurred. Nucor last assessed its proved producing natural gas well assets in the fourth quarter of 2020 due to the continued low-price natural gas pricing environment. After completing its assessment, Nucor determined that as of such time there were no impairments of any of its three groups of proved well assets. Changes in the natural gas industry or a prolonged low-price environment beyond what has already been assumed in the assessments could cause management to revise the natural gas and natural gas liquids price assumptions, the estimated reserves or the estimated lease operating costs. ~~Therefore, it is reasonably possible that unfavorable revisions to these assumptions or estimates could result in further impairment of some or all of the groups of proved well assets.~~ ~~The combined carrying value of the three groups of wells was~~ ~~$66.7 million at October 2, 2021 ($71.7 million at December 31, 2020).~~

Nucor owns a 49% leasehold interest in unproved oil and natural gas properties in the South Piceance Basin located in Colorado. Nucor has full discretion on its participation in all future drilling capital investments related to the leasehold interest. Nucor is continually evaluating the market environment for natural gas and has the ability to increase output in a rising or higher natural gas price environment.

In the second quarter of 2021, Nucor made the decision that it would not develop a portion of its unproved oil and natural gas properties (“Portion A”) within the contractually specified time period related to Portion A. As a result of this decision, the Company will forfeit its leasehold rights for Portion A. The Company recorded a charge of ~~$42.0 million~~ to write off the value of Portion A that is included in losses on assets on the condensed consolidated statements of earnings for the nine months ended October 2, 2021. The decision not to develop Portion A was heavily influenced by the approaching deadline to commence development combined with Portion A’s expected near-term profitability not achieving management’s desired returns relative to the cost of development. A significant portion of the Company’s remaining leasehold interest in unproved oil and natural gas properties are held by production. Accordingly, management does not believe the value assigned to those portions needs to be evaluated at this time~~. The carrying value of the remaining portions of unproved oil and natural gas properties was $96.0 million at October 2, 2021.~~

The change in the net carrying amount of goodwill for the ~~nine~~three months ended ~~October~~April 2, ~~2021~~2022 by segment was as follows (in thousands):

Nucor completed its most recent annual goodwill impairment testing ~~during~~as of the first day of the fourth quarter of ~~2020~~2021 and concluded that as of such ~~time~~date there was 0 impairment of goodwill for any of its reporting units.

The annual assessment performed in ~~2020~~2021 for one of the Company’s reporting units, Rebar Fabrication, used forward-looking projections in future cash flows. The fair value of this reporting unit exceeded its carrying value by approximately ~~99%~~54% in the most recent assessment. ~~The reporting unit was profitable in 2020 and we expect it to be profitable in 2021.~~ If our assessment of the relevant facts and circumstances changes, orincluding if the ~~actual~~expected future performance of this reporting unit ~~falls short of expected results,~~declines from the most recent assessment, non-cash impairment charges may be required. Total goodwill associated with the Rebar Fabrication reporting unit was ~~$366.2~~$369.8 million as of ~~October~~April 2, ~~2021~~2022 ($~~364.3~~363.0 million as of December 31, ~~2020)~~2021). An impairment of goodwill may also lead us to record an impairment of other intangible assets. Total finite-lived intangible assets associated with the Rebar Fabrication reporting unit were ~~$52.2~~$43.5 million as of ~~October~~April 2, ~~2021~~2022 ($~~58.8~~45.0 million as of December 31, ~~2020)~~2021). There have been no triggering events requiring an interim assessment for impairment of the Rebar Fabrication reporting unit since the most recent annual goodwill impairment testing date.

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 ~~October~~April 2, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands):

	October 2, 2021				December 31, 2020				April 2, 2022				December 31, 2021
	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Customer relationships	$	1,874,831	$	897,952	$	1,421,962	$	838,443	$	1,872,636	$	952,967	$	1,872,348	$	924,506
Trademarks and trade names		233,423		106,928		162,365		100,000		217,829		104,161		217,255		99,906
Other		119,822		51,904		63,822		41,685		105,522		75,649		105,522		66,954
	$	2,228,076	$	1,056,784	$	1,648,149	$	980,128	$	2,195,987	$	1,132,777	$	2,195,125	$	1,091,366

Intangible asset amortization expense in the ~~third~~first quarter of 2022 and 2021 ~~and 2020~~ was ~~$34.8~~$41.4 million and ~~$20.7~~$21.1 million, ~~respectively, and $76.7 million and $62.9 million in the first nine months of 2021 and 2020,~~ respectively. Annual amortization expense is estimated to be ~~$124.1 million in 2021; $169.9~~$154.6 million in 2022; ~~$133.9~~$132.9 million in 2023; ~~$133.1~~$132.1 million in 2024; ~~and $132.2~~$131.2 million in ~~2025.~~2025; and $128.2 million in 2026.

Book overdrafts, included in accounts payable in the condensed consolidated balance sheets, were ~~$147.8~~$128.1 million at ~~October~~April 2, ~~2021~~2022 ($~~210.5~~143.8 million at December 31, ~~2020)~~2021). Dividends payable, included in accrued expenses and other current liabilities in the condensed consolidated balance sheets, were ~~$116.9~~$134.5 million at ~~October~~April 2, ~~2021~~2022 ($~~123.9~~137.6 million at December 31, ~~2020)~~2021).

The following table summarizes information regarding Nucor’s financial assets and financial liabilities that were measured at fair value as of ~~October~~April 2, ~~2021~~2022 and December 31, ~~2020~~2021 (in thousands). Nucor does not have any non-financial assets or non-financial liabilities that are measured at fair value on a recurring basis.

				Fair Value Measurements at Reporting Date Using										Fair Value Measurements at Reporting Date Using
Description	Carrying Amount in Condensed Consolidated Balance Sheets			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Carrying 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 October 2, 2021
As of April 2, 2022
Assets:
Cash equivalents	$	1,111,994		$	1,111,994	$	-		$	-	$	3,129,506		$	3,129,506	$	-		$	-
Short-term investments		247,247			247,247		-			-		446,868			446,868		-			-
Restricted cash and cash equivalents		281,345			281,345		-			-		88,242			88,242		-			-
Derivative contracts		31,257			-		31,257			-		69,020		-			69,020			-
Total assets	$	1,671,843		$	1,640,586	$	31,257		$	-	$	3,733,636		$	3,664,616	$	69,020		$	-
Liabilities:
Derivative contracts	$	(4,133	)	$	-	$	(4,133	)	$	-	$	(5,457	)	$	-	$	(5,457	)	$	-
As of December 31, 2020
As of December 31, 2021
Assets:
Cash equivalents	$	2,186,820		$	2,186,820	$	-		$	-	$	1,776,477		$	1,776,477	$	-		$	-
Short-term investments		408,004			408,004		-			-		253,005			253,005		-			-
Restricted cash and cash equivalents		115,258			115,258		-			-		143,800			143,800		-			-
Derivative contracts												6,633			-		6,633			-
Total assets	$	2,710,082		$	2,710,082	$	-		$	-	$	2,179,915		$	2,173,282	$	6,633		$	-
Liabilities:
Derivative contracts	$	(14,361	)	$	-	$	(14,361	)	$	-	$	(2,666	)	$	-	$	(2,666	)	$	-

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 ~~October~~April 2, ~~2021~~2022 consisted of certificates of deposit, commercial paper and corporate notes. Fair value measurements for Nucor’s derivatives,which are typically commodity or foreign exchange contracts, are classified under Level 2 because such measurements are based on published market prices for similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit risks, spot and future commodity prices, and spot and future exchange rates. There were no transfers between the levels in the fair value hierarchy for the periods presented.

The fair value of short-term and long-term debt, including current maturities, was approximately ~~$6.09~~$6.77 billion at ~~October~~April 2, ~~2021 ($6.05~~2022 (approximately $6.06 billion at December 31, ~~2020)~~2021). The debt fair value estimates are classified under Level 2 because such estimates are based on readily available market prices of our debt at ~~October~~April 2, ~~2021~~2022 and December 31, ~~2020,~~2021, or similar debt with the same maturities, ratings and interest rates.

Nucor is subject to environmental laws and regulations established by federal, state and local authorities and, accordingly, makes provisions for the estimated costs of compliance. Of the undiscounted total of $14.2 million of accrued environmental costs at October 2, 2021 ($16.0 million at December 31, 2020), $2.9 million was classified in accrued expenses and other current liabilities ($5.6 million at December 31, 2020) and $11.3 million was classified in deferred credits and other liabilities ($10.4 million at December 31, 2020). Inherent uncertainties exist in these estimates primarily due to unknown conditions, evolving remediation technology and changing governmental regulations, legal standards and enforcement priorities.

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 for certain risks with self-insurance ~~limits for certain risks.~~

The Company maintains the Nucor Corporation 2014 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) under which the Company may award stock-based compensation to key employees, officers and non-employee directors. The Company’s stockholders approved an amendment and restatement of the Omnibus Plan on May 14, 2020. The Omnibus Plan, as amended and restated, permits the award of stock options, restricted stock units, restricted shares and other stock-based awards for up to 19.0 million shares of the Company’s common stock. As of October 2, 2021, 7.0 million shares remained available for award under the Omnibus Plan.

The Company also maintains a number of inactive plans under which stock-based awards remain outstanding but no further awards may be made. As of October 2, 2021, 0.5 million shares were reserved for issuance upon the future settlement of outstanding awards under such inactive plans.

Stock options may be granted to Nucor’s key employees, officers and non-employee directors with exercise prices at 100% of the market value on the date of the grant. The stock options granted are generally exercisable at the end of three years and have a term of 10 years.

A summary of activity under Nucor’s stock option plans for the first ~~nine months~~quarter of ~~2021~~2022 is as follows (shares in thousands):

				Weighted-		Weighted-						Weighted-		Weighted-
				Average		Average	Aggregate					Average		Average	Aggregate
				Exercise		Remaining	Intrinsic					Exercise		Remaining	Intrinsic
	Shares			Price		Contractual Life	Value		Shares			Price		Contractual Life	Value
Number of shares under stock options:
Outstanding at beginning of year		3,916		$	50.03					1,186		$	55.58
Granted		138		$	110.74					-		$	-
Exercised		(2,839	)	$	50.68		$	65,859		(310	)	$	53.51		$	20,040
Canceled		-		$	-					-		$	-
Outstanding at October 2, 2021		1,215		$	55.40	6.8 years	$	53,125
Stock options exercisable at October 2, 2021		552		$	54.36	4.7 years	$	24,083
Outstanding at April 2, 2022										876		$	56.31	7.5 years	$	81,417
Stock options exercisable at April 2, 2022										213		$	56.46	5.7 years	$	19,761

Stock options granted to employees who are eligible for retirement on the date of the grant are expensed immediately since these awards vest upon retirement from the Company. Retirement, for purposes of vesting in these stock options, means termination of employment after satisfying age and years of service requirements. Similarly, stock options granted to employees who will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee will become retirement-eligible. Compensation expense for stock options granted to employees who will not become retirement-eligible prior to the end of the vesting term is recognized on a straight-line basis over the vesting period. Compensation expense for stock options was $0.5 million and $0.3 million in the ~~third~~first quarter of ~~2021~~2022 and ~~2020, respectively, and $3.4 million and $2.4 million in the first nine months of~~ 2021, ~~and 2020,~~ respectively. As of ~~October~~April 2, ~~2021,~~2022, unrecognized compensation expense related to stock options was ~~$3.5~~$2.6 million, which is expected to be recognized over a weighted-average period of ~~2.2~~1.8 years.

~~Nucor annually grants~~A summary of Nucor’s restricted stock ~~units~~unit (“~~RSUs”~~RSU”) ~~to key employees, officers and non-employee directors. The RSUs granted to key employees and officers vest and are converted to common stock in three equal installments on each of~~activity for the first ~~three anniversaries~~quarter of ~~the grant date. Retirement, for purposes of vesting~~2022 is as follows (shares in these RSUs only, means termination of employment with approval of the Compensation and Executive Development Committee of the Board of Directors after satisfying age and years of service requirements. RSUs granted to a non-employee director are fully vested on the grant date and are payable to the non-employee director in the form of common stock after the termination of the director’s service on the Board of Directors.thousands):

RSUs granted to employees who are eligible for retirement on the date of the grant are expensed immediately, and RSUs granted to employees who will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee will become retirement-eligible since these awards vest upon retirement from the Company. Compensation expense for RSUs granted to employees who will not become retirement-eligible prior to the end of the vesting term is recognized on a straight-line basis over the vesting period.

~~Cash dividend equivalents are paid to holders of RSUs each quarter. Dividend equivalents paid on RSUs expected to vest are recognized as a reduction in retained earnings.~~

~~The fair value of an RSU is determined based on the closing price of Nucor’s common stock on the date of the grant.~~

~~A summary of Nucor’s RSU activity for the first nine months of 2021 is as follows (shares in thousands):~~

Compensation expense for RSUs was ~~$10.4~~$9.0 million and ~~$11.1 million in the third quarter of 2021 and 2020, respectively, and $42.4 million and $47.9~~$9.3 million in the first ~~nine months~~quarter of ~~2021~~2022 and ~~2020,~~2021, respectively. As of ~~October~~April 2, ~~2021,~~2022, unrecognized compensation expense related to unvested RSUs was ~~$53.2~~$34.6 million, which is expected to be recognized over a weighted-average period of ~~1.3~~0.9 years.

Prior to their expiration effective December 31, 2017, the Nucor Corporation Senior Officers Long-Term Incentive Plan and the Nucor Corporation Senior Officers Annual Incentive Plan authorized the award of shares of common stock to officers subject to certain conditions and restrictions. Effective January 1, 2018, the Company adopted supplements to the Omnibus Plan with terms that permit the award of shares of common stock to officers subject to the conditions and restrictions described below, which are substantially similar to those of the expired Senior Officers Long-Term Incentive Plan and Senior Officers Annual Incentive Plan. The expired Senior Officers Long-Term Incentive Plan, together with the applicable supplement, is referred to below as the “LTIP,” and the expired Senior Officers Annual Incentive Plan, together with the applicable supplement, is referred to below as the “AIP.”

The LTIP provides for the award of shares of restricted common stock at the end of each LTIP performance measurement period at no cost to officers if certain financial performance goals are met during the period. One-third of the LTIP restricted stock award vests upon each of the first three anniversaries of the award date or, if earlier, upon the officer’s attainment of age 55 while employed by Nucor. Although participants are entitled to cash dividends and may vote such awarded shares, the sale or transfer of such shares is limited during the restricted period.

The AIP provides for the payment of annual cash incentive awards. An AIP participant may elect, however, to defer payment of up to one-half of an AIP award. In such event, the deferred AIP award is converted into common stock units and credited with a deferral incentive, in the form of additional common stock units, equal to 25% of the number of common stock units attributable to the deferred AIP award. Common stock units attributable to deferred AIP awards are fully vested. Common stock units credited as a deferral incentive vest upon the AIP participant’s attainment of age 55 while employed by Nucor. Vested common stock units are paid to AIP participants in the form of shares of common stock following their termination of employment with Nucor.

A summary of Nucor’s restricted stock activity under the ~~AIP~~Nucor Corporation Senior Officers Annual Incentive Plan (a supplement to the Nucor Corporation 2014 Omnibus Incentive Compensation Plan, the “AIP”) and the ~~LTIP~~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~~quarter of ~~2021~~2022 is as follows (shares in thousands):

				Grant Date					Grant Date
	Shares			Fair Value		Shares			Fair Value
Restricted stock units and restricted stock awards:
Unvested at beginning of year		127		$	49.94		107		$	57.17
Granted		262		$	65.61		465		$	128.62
Vested		(243	)	$	62.92		(341	)	$	119.52
Canceled		(9	)	$	48.75		-		$	-
Unvested at October 2, 2021		137		$	56.93
Unvested at April 2, 2022							231		$	109.02

Compensation expense for common stock and common stock units awarded under the AIP and the LTIP is recorded over the performance measurement and vesting periods based on the anticipated number and market value of shares of common stock and common stock units to be awarded. Compensation expense for anticipated awards based upon Nucor’s financial performance, exclusive of amounts payable in cash, was ~~$20.1~~$17.0 million and ~~$3.3 million in the third quarter of 2021 and 2020, respectively, and $51.9 million and $5.8~~$10.2 million in the first ~~nine months~~quarter of ~~2021~~2022 and ~~2020,~~2021, respectively. As of ~~October~~April 2, ~~2021,~~2022, unrecognized compensation expense related to unvested restricted stock awards was ~~$1.7~~$8.7 million, which is expected to be recognized over a weighted-average period of ~~1.8~~2.4 years.

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 ~~$274.9~~$286.9 million and ~~$27.5 million in the third quarter of 2021 and 2020, respectively, and $596.2 million and $59.5~~$129.0 million in the first ~~nine months~~quarter of ~~2021~~2022 and ~~2020,~~2021, respectively. The related liability for these benefits is included in salaries, wages and related accruals in the condensed consolidated balance sheets.

The components of net interest expense for the ~~third~~first quarter of 2022 and ~~first nine months of~~ 2021 ~~and 2020~~ are as follows (in thousands):

	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended						Three Months (13 Weeks) Ended
	Oct. 2, 2021			Oct. 3, 2020			Oct. 2, 2021			Oct. 3, 2020			April 2, 2022			April 3, 2021
Interest expense	$	43,908		$	42,281		$	122,539		$	128,726		$	44,076		$	40,970
Interest income		(623	)		(2,142	)		(3,830	)		(11,870	)		(941	)		(1,326	)
Interest expense, net	$	43,285		$	40,139		$	118,709		$	116,856		$	43,135		$	39,644

The effective tax rate for the ~~third~~first quarter of ~~2021~~2022 was ~~22.5%~~23.2% compared to ~~23.3%~~23.9% for the ~~third~~first quarter of ~~2020.~~2021.

Nucor has concluded U.S. federal income tax matters for tax years through 2014 and for tax year 2016. The tax years 2015 and 2017 through 2020 remain open to examination by the Internal Revenue Service. The 2015 and 2018 Canadian income tax returns for Harris Steel Group Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years ~~2014~~2015 through 2020 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada and other state and local jurisdictions).

Non-current deferred tax liabilities included in deferred credits and other liabilities in the condensed consolidated balance sheets were ~~$771.4~~$740.4 million at ~~October~~April 2, ~~2021~~2022 ($~~596.4~~610.3 million at December 31, ~~2020)~~2021).

The following tables reflect the changes in stockholders’ equity attributable to ~~both~~ Nucor and the noncontrolling interests of Nucor’s joint ventures, ~~primarily~~ Nucor-Yamato Steel Company (Limited Partnership) (“NYS”) and California Steel Industries, Inc. (“CSI”), both of which Nucor owns 51%, for the three months ended April 2, 2022 and ~~nine months ended October 2,~~April 3, 2021 ~~and October 3, 2020~~ (in thousands):

				Three Months (13 Weeks) Ended October 2, 2021																											Three Months (13 Weeks) Ended April 2, 2022
													Accumulated									Total																			Accumulated									Total
								Additional					Other			Treasury Stock						Nucor													Additional						Other			Treasury Stock						Nucor
				Common Stock				Paid-in		Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling						Common Stock				Paid-in			Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling
	Total			Shares		Amount		Capital		Earnings			Income (Loss)			Shares			Amount			Equity			Interests			Total			Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Amount			Equity			Interests
BALANCES, July 3, 2021	$	12,709,651			380,154	$	152,061	$	2,117,155	$	13,550,406		$	(73,729	)		86,459		$	(3,491,915	)	$	12,253,978		$	455,673
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		2,223,265			-		-		-		2,127,743			-			-			-			2,127,743			95,522			2,227,115			-		-		-			2,095,623			-			-			-			2,095,623			131,492
Other comprehensive income (loss)		(12,172	)		-		-		-		-			(12,172	)		-			-			(12,172	)		-			70,778			-		-		-			-			70,778			-			-			70,778			-
Stock options exercised		15,075			-		-		2,699		-			-			(285	)		12,376			15,075			-			16,586			-		-		(507	)		-			-			(310	)		17,093			16,586			-
Stock option expense		458			-		-		458		-			-			-			-			458			-			458			-		-		458			-			-			-			-			458			-
Issuance of stock under award plans, net of forfeitures		11,629			-		-		10,802		-			-			(19	)		827			11,629			-			43,098			-		-		21,170			-			-			(388	)		21,928			43,098			-
Amortization of unearned compensation		400			-		-		400		-			-			-			-			400			-			1,400			-		-		1,400			-			-			-			-			1,400			-
Treasury stock acquired		(857,703	)		-		-		-		-			-			8,200			(857,703	)		(857,703	)		-			(905,324	)		-		-		-			-			-			7,048			(905,324	)		(905,324	)		-
Cash dividends declared		(116,888	)		-		-		-		(116,888	)		-			-			-			(116,888	)		-			(134,446	)		-		-		-			(134,446	)		-			-			-			(134,446	)		-
Distributions to noncontrolling interests		(23,423	)		-		-		-		-			-			-			-			-			(23,423	)		(211,558	)		-		-		-			-			-			-			-			-			(211,558	)
BALANCES, October 2, 2021	$	13,950,292			380,154	$	152,061	$	2,131,514	$	15,561,261		$	(85,901	)		94,355		$	(4,336,415	)	$	13,422,520		$	527,772
Acquisition of noncontrolling interest in CSI																													431,219			-		-		-			-			-			-			-			-			431,219
BALANCES, April 2, 2022																												$	16,143,120			380,154	$	152,061	$	2,163,129		$	19,635,277		$	(44,504	)		114,092		$	(6,701,401	)	$	15,204,562		$	938,558

		��		Nine Months (39 Weeks) Ended October 2, 2021																												Three Months (13 Weeks) Ended April 3, 2021
														Accumulated									Total																		Accumulated									Total
								Additional						Other			Treasury Stock						Nucor													Additional					Other			Treasury Stock						Nucor
				Common Stock				Paid-in			Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling						Common Stock				Paid-in		Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling
	Total			Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Amount			Equity			Interests			Total			Shares		Amount		Capital		Earnings			Income (Loss)			Shares			Amount			Equity			Interests
BALANCES, December 31, 2020	$	11,231,861			380,154	$	152,061	$	2,121,288		$	11,343,852		$	(118,861	)		77,909		$	(2,709,675	)	$	10,788,665		$	443,196		$	11,231,861			380,154	$	152,061	$	2,121,288	$	11,343,852		$	(118,861	)		77,909		$	(2,709,675	)	$	10,788,665		$	443,196
Net earnings		4,782,238			-		-		-			4,577,043			-			-			-			4,577,043			205,195			987,514			-		-		-		942,432			-			-			-			942,432			45,082
Other comprehensive income (loss)		32,960			-		-		-			-			32,960			-			-			32,960			-			15,301			-		-		-		-			15,301			-			-			15,301			-
Stock options exercised		143,874			-		-		38,523			-			-			(2,839	)		105,351			143,874			-			107,524			-		-		30,488		-			-			(2,135	)		77,036			107,524			-
Stock option expense		3,367			-		-		3,367			-			-			-			-			3,367			-			333			-		-		333		-			-			-			-			333			-
Issuance of stock under award plans, net of forfeitures		8,893			-		-		(32,864	)		-			-			(1,060	)		41,757			8,893			-			15,602			-		-		6,900		-			-			(242	)		8,702			15,602			-
Amortization of unearned compensation		1,200			-		-		1,200			-			-			-			-			1,200			-			1,900			-		-		1,900		-			-			-			-			1,900			-
Treasury stock acquired		(1,773,848	)		-		-		-			-			-			20,345			(1,773,848	)		(1,773,848	)		-			(301,859	)		-		-		-		-			-			5,380			(301,859	)		(301,859	)		-
Cash dividends declared		(359,634	)		-		-		-			(359,634	)		-			-			-			(359,634	)		-			(122,658	)		-		-		-		(122,658	)		-			-			-			(122,658	)		-
Distributions to noncontrolling interests		(120,619	)		-		-		-			-			-			-			-			-			(120,619	)		(73,795	)		-		-		-		-			-			-			-			-			(73,795	)
BALANCES, October 2, 2021	$	13,950,292			380,154	$	152,061	$	2,131,514		$	15,561,261		$	(85,901	)		94,355		$	(4,336,415	)	$	13,422,520		$	527,772
BALANCES, April 3, 2021																													$	11,861,723			380,154	$	152,061	$	2,160,909	$	12,163,626		$	(103,560	)		80,912		$	(2,925,796	)	$	11,447,240		$	414,483

Dividends declared per share were $0.50 per share in the first quarter of 2022 ($0.405 per share in the first quarter of 2021).

Three Months (13 Weeks) Ended October 3, 2020

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 4, 2020

$
10,623,485

380,154

$
152,061

$
2,106,907

$
10,998,533

$
(340,836
)

78,259

$
(2,721,845
)

$
10,194,820

$
428,665

Net earnings

222,630

-

-

-

193,415

-

-

-

193,415

29,215

Other comprehensive income (loss)

25,367

-

-

-

-

25,367

-

-

25,367

-

Stock option expense

263

-

-

263

-

-

-

-

263

-

Issuance of stock under award plans,
   net of forfeitures

11,189

-

-

10,012

-

-

(34
)

1,177

11,189

-

Amortization of unearned
   compensation

400

-

-

400

-

-

-

-

400

-

Cash dividends declared

(123,039
)

-

-

-

(123,039
)

-

-

-

(123,039
)

-

Distributions to noncontrolling
   interests

(43,228
)

-

-

-

-

-

-

-

-

(43,228
)
Other

-

-

-

-

(1
)

-

-

-

(1
)

1

BALANCES, October 3, 2020

$
10,717,067

380,154

$
152,061

$
2,117,582

$
11,068,908

$
(315,469
)

78,225

$
(2,720,668
)

$
10,302,414

$
414,653

Nine Months (39 Weeks) Ended October 3, 2020

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, 2019

$
10,791,176

380,154

$
152,061

$
2,107,646

$
11,115,056

$
(302,966
)

78,342

$
(2,713,931
)

$
10,357,866

$
433,310

Net earnings

410,162

-

-

-

322,627

-

-

-

322,627

87,535

Other comprehensive income (loss)

(12,503
)

-

-

-

-

(12,503
)

-

-

(12,503
)

-

Stock option expense

2,402

-

-

2,402

-

-

-

-

2,402

-

Issuance of stock under award plans,
   net of forfeitures

38,996

-

-

6,234

-

-

(942
)

32,762

38,996

-

Amortization of unearned
   compensation

1,300

-

-

1,300

-

-

-

-

1,300

-

Treasury stock acquired

(39,499
)

-

-

-

-

-

825

(39,499
)

(39,499
)

-

Cash dividends declared

(368,774
)

-

-

-

(368,774
)

-

-

-

(368,774
)

-

Distributions to noncontrolling
   interests

(106,193
)

-

-

-

-

-

-

-

-

(106,193
)
Other

-

-

-

-

(1
)

-

-

-

(1
)

1

BALANCES, October 3, 2020

$
10,717,067

380,154

$
152,061

$
2,117,582

$
11,068,908

$
(315,469
)

78,225

$
(2,720,668
)

$
10,302,414

$
414,653

Dividends declared per share were $0.405 per share in the third quarter of 2021 ($0.4025 per share in the third quarter of 2020) and $1.215 per share in the first nine months of 2021 ($1.2075 per share in the first nine months of 2020).

On ~~May 13,~~December 2, 2021, the Company announced that the Board of Directors had approved a new share repurchase program under which the Company is authorized to repurchase up to ~~$3.00~~$4.00 billion of the Company’s common stock and terminated ~~any~~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 ~~October~~April 2, ~~2021,~~2022, the Company had approximately ~~$1.94~~$2.94 billion ~~remaining~~ available for share repurchases under the ~~program.~~program authorized by the Company’s Board of Directors.

The following tables reflect the changes in accumulated other comprehensive income (loss) by component for the three months ended April 2, 2022 and ~~nine months ended October 2,~~April 3, 2021 ~~and October 3, 2020~~ (in thousands):

	Three-Month (13-Week) Period Ended											Three-Month (13-Week) Period Ended
	October 2, 2021											April 2, 2022
	Gains and Losses on			Foreign Currency			Adjustment to Early					Gains and (Losses) on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gain (Loss)			Retiree Medical Plan		Total			Hedging Derivatives			Gains (Losses)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at July 3, 2021	$	5,200		$	(85,595	)	$	6,666	$	(73,729	)
Accumulated other comprehensive income (loss) at December 31, 2021												$	1,112		$	(124,868	)	$	8,474	$	(115,282	)
Other comprehensive income (loss) before reclassifications		19,057			(28,772	)		-		(9,715	)		53,476			22,692			-		76,168
Amounts reclassified from accumulated other comprehensive income (loss) into earnings ⁽¹⁾		(2,457	)		-			-		(2,457	)		(5,390	)		-			-		(5,390	)
Net current-period other comprehensive income (loss)		16,600			(28,772	)		-		(12,172	)		48,086			22,692			-		70,778
Accumulated other comprehensive income (loss) at October 2, 2021	$	21,800		$	(114,367	)	$	6,666	$	(85,901	)
Accumulated other comprehensive income (loss) at April 2, 2022												$	49,198		$	(102,176	)	$	8,474	$	(44,504	)

(1) Includes ~~$(2,457)~~$(5,390) and ~~$(1,760)~~$501 net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net (gains) losses on commodity contracts in the ~~third~~first quarter of 2022 and ~~first nine months of~~ 2021, respectively. The tax impact of those reclassifications was ~~$(800)~~$(1,700) and ~~$(700)~~$100 in the ~~third~~first quarter of 2022 and ~~first nine months of~~ 2021, ~~respectively.~~

(2) Includes $2,113 and $6,712 of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the third quarter and first nine months of 2020, respectively. The tax impact of those reclassifications was $700 and $2,300 in the third quarter and first nine months of 2020, respectively.

Nucor reports its results in the following segments: steel mills, steel products and raw materials. The steel mills segment includes carbon and alloy steel in sheet, bars, structural and plate; steel trading businesses; rebar distribution businesses; and Nucor’s equity method investments in NuMit LLC (“NuMit”) and Nucor-JFE Steel Mexico, S. de R.L. de C.V. (“Nucor-JFE”). The steel products segment includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, precision castings, steel fasteners, metal building systems, insulated metal panels, steel grating, tubular products, ~~businesses,~~ steel racking, piling products, ~~business~~ and wire and wire mesh. The raw materials segment includes The David J. Joseph Company and its affiliates (“DJJ”), primarily a scrap broker and processor; Nu-Iron Unlimited and Nucor Steel Louisiana LLC (“Nucor Steel Louisiana”), two facilities that produce direct reduced iron (“DRI”) used by the steel mills; and our natural gas production operations.

~~Net~~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 are shown under Corporate/eliminations.~~compensation. Corporate assets primarily include cash and cash equivalents, short-term investments, restricted cash and

cash equivalents, allowances to eliminate intercompany profit in inventory, deferred income tax assets, federal and state income taxes receivable and investments in and advances to affiliates.

Nucor’s results by segment for the ~~third~~first quarter of 2022 and ~~first nine months of~~ 2021 ~~and 2020~~ were as follows (in thousands):

	Three Months (13 Weeks) Ended					Nine Months (39 Weeks) Ended					Three Months (13 Weeks) Ended
	Oct. 2, 2021		Oct. 3, 2020			Oct. 2, 2021		Oct. 3, 2020			April 2, 2022			April 3, 2021
Net sales to external customers:
Steel mills	$	6,862,133	$	2,842,625		$	17,380,819	$	8,875,856		$	6,518,609		$	4,608,777
Steel products		2,744,279		1,738,004			6,795,441		4,988,026			3,323,088			1,810,055
Raw materials		706,811		347,331			1,943,267		1,015,721			651,585			598,308
	$	10,313,223	$	4,927,960		$	26,119,527	$	14,879,603		$	10,493,282		$	7,017,140
Intercompany sales:
Steel mills	$	1,840,007	$	731,942		$	4,561,418	$	2,264,278		$	1,593,258		$	1,225,113
Steel products		93,910		51,029			245,523		197,603			134,706			71,219
Raw materials		4,355,702		1,863,796			12,011,705		5,772,583			3,546,519			3,646,195
Corporate/eliminations		(6,289,619)		(2,646,767	)		(16,818,646)		(8,234,464	)		(5,274,483	)		(4,942,527	)
	$	-	$	-		$	-	$	-		$	-		$	-
Earnings (losses) before income taxes and noncontrolling interests:
Earnings before income taxes and noncontrolling interests:
Steel mills	$	3,116,539	$	205,152		$	6,606,320	$	512,082		$	2,578,854		$	1,314,974
Steel products		368,595		186,976			839,737		502,409			684,867			211,812
Raw materials		161,870		6,232			505,248		(3,068	)		95,853			223,235
Corporate/eliminations		(777,897)		(107,942	)		(1,758,204)		(393,651	)		(461,459	)		(451,775	)
	$	2,869,107	$	290,418		$	6,193,101	$	617,772		$	2,898,115		$	1,298,246

	Oct. 2, 2021		Dec. 31, 2020		April 2, 2022		Dec. 31, 2021
Segment assets:
Steel mills	$	12,800,019	$	9,708,260	$	14,458,171	$	13,235,463
Steel products		7,667,192		4,461,042		8,014,507		7,845,010
Raw materials		3,788,291		3,324,489		3,709,087		3,870,806
Corporate/eliminations		693,977		2,631,603		2,451,103		871,793
	$	24,949,479	$	20,125,394	$	28,632,868	$	25,823,072

The following tables disaggregate our revenue by major source for the ~~third~~first quarter of 2022 and ~~first nine months of~~ 2021 ~~and 2020~~ (in thousands):

	Three Months (13 Weeks) Ended October 2, 2021								Nine Months (39 Weeks) Ended October 2, 2021								Three Months (13 Weeks) Ended April 2, 2022
	Steel Mills		Steel Products		Raw Materials		Total		Steel Mills		Steel Products		Raw Materials		Total		Steel Mills		Steel Products		Raw Materials		Total
Sheet	$	3,643,599	$	-	$	-	$	3,643,599	$	9,099,358	$	-	$	-	$	9,099,358	$	3,183,063	$	-	$	-	$	3,183,063
Bar		1,633,641		-		-		1,633,641		4,409,798		-		-		4,409,798		1,827,731		-		-		1,827,731
Structural		765,440		-		-		765,440		1,862,176		-		-		1,862,176		783,271		-		-		783,271
Plate		819,453		-		-		819,453		2,009,487		-		-		2,009,487		724,544		-		-		724,544
Tubular Products		-		678,178		-		678,178		-		1,565,334		-		1,565,334		-		610,300		-		610,300
Rebar Fabrication		-		475,861		-		475,861		-		1,343,145		-		1,343,145		-		445,232		-		445,232
Joist																		-		612,235		-		612,235
Deck																		-		550,909		-		550,909
Other Steel Products		-		1,590,240		-		1,590,240		-		3,886,962		-		3,886,962		-		1,104,412		-		1,104,412
Raw Materials		-		-		706,811		706,811		-		-		1,943,267		1,943,267		-		-		651,585		651,585
	$	6,862,133	$	2,744,279	$	706,811	$	10,313,223	$	17,380,819	$	6,795,441	$	1,943,267	$	26,119,527	$	6,518,609	$	3,323,088	$	651,585	$	10,493,282

	Three Months (13 Weeks) Ended October 3, 2020								Nine Months (39 Weeks) Ended October 3, 2020								Three Months (13 Weeks) Ended April 3, 2021
	Steel Mills		Steel Products		Raw Materials		Total		Steel Mills		Steel Products		Raw Materials		Total		Steel Mills		Steel Products		Raw Materials		Total
Sheet	$	1,256,537	$	-	$	-	$	1,256,537	$	3,899,970	$	-	$	-	$	3,899,970	$	2,351,455	$	-	$	-	$	2,351,455
Bar		957,216		-		-		957,216		2,830,936		-		-		2,830,936		1,261,042		-		-		1,261,042
Structural		362,192		-		-		362,192		1,159,949		-		-		1,159,949		477,195		-		-		477,195
Plate		266,680		-		-		266,680		985,001		-		-		985,001		519,085		-		-		519,085
Tubular Products		-		274,915		-		274,915		-		830,283		-		830,283		-		374,653		-		374,653
Rebar Fabrication		-		463,286		-		463,286		-		1,300,518		-		1,300,518		-		386,557		-		386,557
Joist																		-		229,129		-		229,129
Deck																		-		193,413		-		193,413
Other Steel Products		-		999,803		-		999,803		-		2,857,225		-		2,857,225		-		626,303		-		626,303
Raw Materials		-		-		347,331		347,331		-		-		1,015,721		1,015,721		-		-		598,308		598,308
	$	2,842,625	$	1,738,004	$	347,331	$	4,927,960	$	8,875,856	$	4,988,026	$	1,015,721	$	14,879,603	$	4,608,777	$	1,810,055	$	598,308	$	7,017,140

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 ~~$232.3~~$345.7 million as of ~~October~~April 2, ~~2021~~2022 ($~~120.2~~251.9 million as of December 31, ~~2020),~~2021) and are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

The computations of basic and diluted net earnings per share for the ~~third~~first quarter of 2022 and ~~first nine months of~~ 2021 ~~and 2020~~ are as follows (in thousands, except per share amounts):

	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended						Three Months (13 Weeks) Ended
	Oct. 2, 2021			Oct. 3, 2020			Oct. 2, 2021			Oct. 3, 2020			April 2, 2022			April 3, 2021
Basic net earnings per share:
Basic net earnings	$	2,127,743		$	193,415		$	4,577,043		$	322,627		$	2,095,623		$	942,432
Earnings allocated to participating securities		(9,442	)		(1,201	)		(22,272	)		(2,182	)		(8,420	)		(5,376	)
Net earnings available to common stockholders	$	2,118,301		$	192,214		$	4,554,771		$	320,445		$	2,087,203		$	937,056
Basic average shares outstanding		290,510			303,394			296,431			303,072			271,564			301,846
Basic net earnings per share	$	7.29		$	0.63		$	15.37		$	1.06		$	7.69		$	3.10
Diluted net earnings per share:
Diluted net earnings	$	2,127,743		$	193,415		$	4,577,043		$	322,627		$	2,095,623		$	942,432
Earnings allocated to participating securities		(9,401	)		(1,202	)		(22,194	)		(2,182	)		(8,385	)		(5,363	)
Net earnings available to common stockholders	$	2,118,342		$	192,213		$	4,554,849		$	320,445		$	2,087,238		$	937,069
Diluted average shares outstanding:
Basic average shares outstanding		290,510			303,394			296,431			303,072			271,564			301,846
Dilutive effect of stock options and other		642			47			497			27			530			672
		291,152			303,441			296,928			303,099			272,094			302,518
Diluted net earnings per share	$	7.28		$	0.63		$	15.34		$	1.06		$	7.67		$	3.10

The following stock options were excluded from the computation of diluted net earnings per share for the ~~third~~first quarter of 2022 and ~~first nine months of~~ 2021 ~~and 2020~~ because their effect would have been anti-dilutive (shares in thousands):

	Three Months (13 Weeks) Ended				Nine Months (39 Weeks) Ended				Three Months (13 Weeks) Ended
	Oct. 2, 2021		Oct. 3, 2020		Oct. 2, 2021		Oct. 3, 2020		April 2, 2022		April 3, 2021
Anti-dilutive stock options:
Weighted-average shares		52		3,463		119		3,638		-		249
Weighted-average exercise price	$	110.74	$	51.38	$	78.91	$	51.15	$	-	$	65.80

On March 11, 2022, Nucor completed the issuance and sale of $550.0 million aggregate principal amount of its 3.125% Notes due 2032 (the “2032 Notes”) and $550.0 million aggregate principal amount of its 3.850% Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “Notes”). We plan to use the net proceeds from the issuance and sale of the Notes to redeem, along with cash on hand if necessary, all of the outstanding $600.0 million aggregate principal amount of our 4.125% Notes due 2022 (the “2022 Notes”) and $500.0 million aggregate principal amount of our 4.000% Notes due 2023 (the “2023 Notes”) pursuant to the terms of the indenture governing the 2022 Notes and the 2023 Notes, with remaining proceeds, if any, to be used for general corporate purposes.Net proceeds from the issuance and sale of the Notes were $1.09 billion. Costs of $15.3 million associated with the issuance and sale of the Notes have been capitalized and will be amortized over the life of the Notes.

On April 25, 2022, Nucor redeemed all $500.0 million aggregate principal amount outstanding of the2023 Notes.The 2023 Notes were redeemed using a portion of the net proceeds from the issuance and sale of the Notes. In September 2022, $600.0 million aggregate principal amount of the 2022 Notes will mature, which we expect to redeem in-full prior to that time using a portion of the net proceeds from the issuance and sale of the Notes, along with cash on hand, if necessary.

On ~~August 9, 2021,~~February 1, 2022, Nucor used cash on hand to acquire ~~the assets~~a 51% controlling ownership position in CSI by purchasing a 50% equity interest from a subsidiary of ~~the insulated metal panels (“IMP”) business of Cornerstone Building Brands, Inc.~~ Vale S.A. (Vale) for a cash purchase price of ~~$1.00 billion.~~approximately $400.0 million, adjusted for net debt and working capital at closing, as well as a 1% equity interest from JFE Steel Corporation (JFE). CSI is a flat-rolled steel converter with the capability to produce more than two million tons of finished steel and steel products annually. The ~~Company believes this acquisition is strategically compelling~~company has five product lines, including hot rolled, pickled and ~~will broaden the value-added solutions that Nucor Buildings Group provides to targeted end markets such as warehousing, distribution~~oiled, cold rolled, galvanized and ~~data centers. We expect these~~electric resistance welded (“ERW”) pipe. Key end-use markets ~~to continue to grow~~served by CSI include customers in the ~~coming years~~construction, service center and ~~that the use of IMP products within them will also increase. IMPs facilitate cost-effective climate control~~energy industries. This acquisition gives Nucor a strong presence in the ~~built environment~~Western region of the United States and ~~reduce energy usage and overall operations-related greenhouse gas emissions for owners and lessees. The IMP business Nucor acquired is comprised~~grows our ability to produce an even wider range of ~~2 industry leading brands, CENTRIA and Metl-Span, and has 7 manufacturing facilities located throughout North America, complementing the Company’s existing IMP business, Truecore. The IMP business~~value-added sheet products. CSI financial results ~~are~~were included as part of the steel ~~products~~mills segment (see Note 14). beginning on February 1, 2022, the date of the acquisition of Nucor’s 51% controlling ownership position.

We ~~have~~ allocated the purchase price for ~~the IMP business~~CSI to its individual assets acquired and liabilities assumed. While the purchase price allocation is substantially complete, it is still preliminary and subject to ~~change.~~change, including for the final working capital settlement.

The following table summarizes the fair values of 100% of the assets ~~acquired~~ and liabilities ~~assumed~~of CSI, as well as the fair value of the ~~IMP business~~49% noncontrolling interest not acquired by Nucor, as of February 1, 2022, the date of the acquisitionof Nucor’s 51% controlling ownership position (in thousands):

Cash	$	—	$	98,537
Accounts receivable		49,869		159,257
Inventory		73,000		354,614
Other current assets		4,478		5,298
Property, plant and equipment		102,966		561,812
Goodwill		454,549		69,097
Other intangible assets		378,300	—
Other assets		13,515		11,973
Total assets acquired		1,076,677		1,260,588
Current liabilities		45,320
Current portion of long-term debt				9,826
Other current liabilities				162,808
Long-term debt due after one year				67,866
Other liabilities		12,855		140,050
Total liabilities assumed		58,175		380,550
Net assets acquired	$	1,018,502
Net assets acquired at 100%				880,038
Less: Fair value of noncontrolling interest				431,219
Net assets acquired at 51%			$	448,819

The ~~following table summarizes~~determination of the fair value of the noncontrolling interest was calculated using the implied value of 100% of the enterprise value of the business using the purchase price ~~allocation to~~as the ~~identifiable intangible assets~~purchase price did not include a control premium on a per-share basis and the noncontrolling interest shareholder will participate equally in the economic benefits of CSI after the ~~IMP business as of the date of acquisition (in thousands, except years):~~acquisition.

The goodwill of ~~$454.5~~$69.1 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 ~~products~~mills segment (see Note 4). The goodwill is attributable to ~~expected synergies within~~ the ~~steel products segment. Goodwill recognized for tax purposes was $454.5 million, all of which is deductible for tax purposes.~~

On August 20, 2021, Nucor used cash on hand to acquire Hannibal Industries, Inc. (“Hannibal”) for a purchase price of $370.0 million. Nucor purchased 100% of Hannibal's outstanding shares from its Employee Stock Ownership Plan. Hannibal is a leading national provider of steel racking solutions to warehouses. We expect that Hannibal’s business, serving customers in the e-commerce, industrial, food storageassembled workforce acquired, expanding our Western United States presence and ~~retail segments, will also continue to grow in the coming years. Hannibal has manufacturing facilities in Los Angeles and Houston, as well as 3 distribution centers.~~

~~Together, the acquisitions~~CSI’s value-added product capabilities. None of the IMP business and Hannibal reflect the Company’s strategy to target the fastest growing segments of steel intensive construction markets. Hannibal’s financial results are included as part of the steel products segment (see Note 14).

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

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

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

~~The~~ goodwill of $80.6 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 products segment (see Note 4). The goodwill is attributable to expected synergies within the steel products segment. Goodwill recognized for tax purposes was $80.6 million, all of which is deductible for tax purposes.

The results of operations for ~~the IMP business and Hannibal~~CSI upon the effective date of the ~~transactions~~acquisition have been included in the accompanying financial statements. Pro-forma results of operations offor the Company would not be materially different as a result of the ~~acquisitions~~acquisition of ~~the IMP business and Hannibal~~CSI and, therefore, this information is not presented.

On November 5, 2021, Nucor completed an offer to exchange its existing 2.979% Notes due 2055 (the “2055 Notes”) that have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) for a like principal amount of notes having terms substantially identical as the 2055 Notes and that are registered under the Securities Act.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements made in this ~~Quarterly Report on Form 10-Q,~~report, or in other public filings, press releases, or other written or oral communications made by Nucor, which are not historical facts are forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. The words “anticipate,” “believe,” “expect,” “intend,” “project,” “may,” “will,” “should,” “could” and similar expressions are intended to identify those forward-looking statements. These forward-looking statements reflect the Company’s best judgment based on current information, and, although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the projected results and expectations discussed in this report. Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: (1) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (2) U.S. and foreign trade policies affecting steel imports or exports; (3) the sensitivity of the results of our operations to prevailing market steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (4) the availability and cost of electricity and natural gas, which could negatively affect our cost of steel production or result in a delay or cancellation of existing or future drilling within our natural gas drilling programs; (5) critical equipment failures and business interruptions; (6) market demand for steel products, which, in the case of many of our products, is driven by the level of nonresidential construction activity in the United States; (7) impairment in the recorded value of inventory, equity investments, fixed assets, goodwill or other long-lived assets; (8) uncertainties surrounding the global economy, including excess world capacity for steel ~~production;~~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) the impact of the COVID-19 pandemic and any variants of the virus; and (15) the risks discussed in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 and elsewhere in this report.

Caution should be taken not to place undue reliance on the forward-looking statements included in this report. We assume no obligation to update any forward-looking statements except as may be required by law. In evaluating forward-looking statements, these risks and uncertainties should be considered, together with the other risks described from time to time in our reports and other filings with the United States Securities and Exchange Commission.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this report, as well as the audited consolidated financial statements and the notes thereto, “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Nucor’s Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

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

Nucor reports its results in the following segments: steel mills, steel products and raw materials. The steel mills segment includes carbon and alloy steel in sheet, bars, structural and plate; steel trading businesses; rebar distribution businesses; and Nucor’s equity method investments in NuMit and Nucor-JFE. The steel products segment includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, precision castings, steel fasteners, metal building systems, insulated metal panels, steel grating, tubular products, ~~businesses,~~ steel racking, piling products, ~~business~~ and wire and wire mesh. The raw materials segment includes DJJ, primarily a scrap broker and processor; Nu-Iron Unlimited and Nucor Steel Louisiana, two facilities that produce DRI used by the steel mills; and our natural gas production operations.

On August 9, 2021, Nucor acquired the assets of the IMP business of Cornerstone Building Brands, Inc. for a cash purchase price of approximately $1 billion. The Company believes this acquisition is strategically compelling and will broaden the value-added solutions that Nucor Buildings Group provides to targeted end markets such as warehousing, distribution and data centers. We expect these end-use markets to continue to grow in the coming years and that the use of

IMP products within them will also increase. IMPs facilitate cost-effective climate control in the built environment and reduce energy usage and overall operations-related greenhouse gas emissions for owners and lessees. The IMP business Nucor acquired is comprised of two industry leading brands, CENTRIA and Metl-Span, and has seven manufacturing facilities located throughout North America, complementing the Company’s existing IMP business, Truecore.

On ~~August 20, 2021,~~February 1, 2022, Nucor ~~acquired Hannibal~~used cash on hand to acquire a 51% controlling ownership position in CSI for a cash purchase price of approximately ~~$370 million. Hannibal~~$400.0 million, adjusted for net debt and working capital at closing. CSI is a ~~leading national provider~~flat-rolled steel converter with the capability to produce more than two million tons of finished steel ~~racking solutions to warehouses. We expect that Hannibal’s business, serving~~and steel products annually. The company has five product lines, including hot rolled, pickled and oiled, cold rolled, galvanized and ERW pipe. Key end-use markets served by CSI include customers in the ~~e-commerce, industrial, food storage~~construction, service center and ~~retail segments, will also continue to grow~~energy industries. This acquisition gives Nucor a strong presence in the ~~coming years. Hannibal has manufacturing facilities in Los Angeles and Houston, as well as three distribution centers.~~

~~Together, the acquisitions~~Western region of the ~~IMP business~~United States and ~~Hannibal reflect~~grows our ability to produce an even wider range of value-added sheet products. CSI financial results were included as part of the steel mills segment beginning on February 1, 2022, the date of the acquisition of Nucor’s ~~strategy to target the fastest growing segments of steel intensive construction markets.~~51% controlling ownership position.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately ~~96%~~77%, ~~77%~~73% and ~~75%~~72%, respectively, in the first ~~nine months~~quarter of ~~2021~~2022 compared with approximately ~~80%~~95%, ~~71%~~74% and ~~65%~~79%, respectively, in the first ~~nine months~~quarter of ~~2020.~~2021.

For the third quarter in a row, Nucor reported the most profitable quarter in the Company’s history. The Company reported record consolidated net earnings of $2.13 billion, or $7.28 per diluted share, in the third quarter of 2021. This surpassed the previous quarterly record for consolidated net earnings of $1.51 billion, or $5.04 per diluted share, that was set in the second quarter of 2021.

Demand for steel and steel products has been very strong throughout the first nine months of 2021. The average selling prices realized by our steel mills and steel products segments in the third quarter of 2021 were the highest they have been all year, leading both segments to report record quarterly profitability in the third quarter of 2021. Demand remains robust across most end-use markets that we serve, and backlogs in our steel mills and steel products segments remain elevated compared to historical levels.

The profitability of the raw materials segment improved in the third quarter of 2021 compared to the second quarter of 2021. However, the difference was mainly due to the $42.0 million impairment charge related to our leasehold interest in unproved oil and natural gas properties recorded in the second quarter of 2021.

Nucor reported consolidated net earnings of ~~$193.4 million,~~$2.10 billion, or ~~$0.63~~$7.67 per diluted share, in the ~~third~~first quarter of ~~2020. The onset~~2022, making it the most profitable first quarter in the Company’s history. By comparison, Nucor reported consolidated net earnings of ~~the COVID-19 pandemic late~~$942.4 million, or $3.10 per diluted share in the first quarter of ~~2020 has~~2021, which was the Company’s previous record for first quarter earnings. Nucor reported consolidated net earnings of $2.25 billion, or $7.97 per diluted share, in the fourth quarter of 2021, which was the most profitable quarter in the Company’s history.

Demand remained robust in the first quarter of 2022 across the key end-use markets we serve, a continuation of the trend that we saw throughout 2021. Average selling prices for our steel mills and steel products segments increased rapidly during 2021, and the Company’s profitability increased during the first quarter of 2022 as compared to the first quarter of 2021.

Earnings in the first quarter of 2022 decreased from the fourth quarter of 2021 primarily due to the decreased earnings of the steel mills segment, which was impacted by some demand softening at our sheet mills. This softening demand, combined with increased imports and higher customer inventory levels, led to decreased average selling prices for sheet products in the first quarter of 2022. However, overall selling prices in the steel mills segment increased later in the first quarter due in part to the supply chain disruptions caused by the conflict in Ukraine. The steel products segment had a ~~major negative impact on the markets that we serve. The worst of these negative impacts were felt~~record quarter for profitability in the ~~second~~first quarter of ~~2020, but~~2022 as demand in nonresidential construction markets continued to be ~~resilient and other end markets would begin to recover~~strong. Earnings in the ~~third~~raw materials segment increased in the first quarter of 2020. The acceleration of the recovery over the remainder of 2020 and into 2021, combined with lean inventory levels across the supply chains, contributed to the dramatic increase in average selling prices in the third quarter of 20212022 as compared to the ~~third~~fourth quarter of ~~2020.~~2021 due to volatility and market conditions.

The following discussion ~~will provide~~provides a greater quantitative and qualitative analysis of Nucor’s performance in the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 as compared to the ~~third~~first quarter ~~and first nine months~~ of ~~2020.~~2021.

Net sales to external customers by segment for the ~~third~~first quarter of 2022 and ~~first nine months of~~ 2021 ~~and 2020~~ were as follows (in thousands):

	Three Months (13 Weeks) Ended			Nine Months (39 Weeks) Ended			Three Months (13 Weeks) Ended
	Oct. 2, 2021	Oct. 3, 2020	% Change	Oct. 2, 2021	Oct. 3, 2020	% Change	April 2, 2022	April 3, 2021	% Change
Steel mills	$6,862,133	$2,842,625	141%	$17,380,819	$8,875,856	96%	$6,518,609	$4,608,777	41%
Steel products	2,744,279	1,738,004	58%	6,795,441	4,988,026	36%	3,323,088	1,810,055	84%
Raw materials	706,811	347,331	103%	1,943,267	1,015,721	91%	651,585	598,308	9%
Total net sales	$10,313,223	$4,927,960	109%	$26,119,527	$14,879,603	76%
Total net sales to external customers							$10,493,282	$7,017,140	50%

Net sales for the ~~third~~first quarter of ~~2021~~2022 increased ~~109%~~50% from the ~~third~~first quarter of ~~2020.~~2021. Average sales price per ton increased ~~86%~~68% from ~~$774~~$978 in the ~~third quarter of 2020 to $1,438 in the third quarter of 2021. Total tons shipped to outside customers in the third~~first quarter of 2021 ~~were 7,172,000 tons, a 13% increase from the third quarter of 2020.~~

~~Net sales for the first nine months of 2021 increased 76% from the first nine months of 2020. Average sales price per ton increased 53% from $782~~to $1,641 in the first ~~nine months~~quarter of ~~2020 to $1,196 in the first nine months of 2021.~~2022. Total tons shipped to outside customers in the first ~~nine months~~quarter of ~~2021~~2022 were ~~21,830,000, a 15% increase~~6,394,000 tons, an 11% decrease from the first ~~nine months~~quarter of ~~2020.~~2021.

In the steel mills segment, sales tons for the ~~third~~first quarter of 2022 and ~~first nine months of~~ 2021 ~~and 2020~~ were as follows (in thousands):

	Three Months (13 Weeks) Ended			Nine Months (39 Weeks) Ended			Three Months (13 Weeks) Ended
	Oct. 2, 2021	Oct. 3, 2020	% Change	Oct. 2, 2021	Oct. 3, 2020	% Change	April 2, 2022	April 3, 2021	% Change
Outside steel shipments	5,144	4,442	16%	15,690	13,382	17%	4,539	5,190	-13%
Inside steel shipments	1,399	1,184	18%	4,131	3,511	18%	1,275	1,354	-6%
Total steel shipments	6,543	5,626	16%	19,821	16,893	17%	5,814	6,544	-11%

Net sales for the steel mills segment increased ~~141%~~41% in the ~~third~~first quarter of ~~2021~~2022 from the ~~third~~first quarter of ~~2020,~~2021, due primarily to a ~~110%~~61% increase in the average sales price per ton, from ~~$639~~$891 to ~~$1,339 as well as~~$1,436, partially offset by a ~~16% increase~~13% decrease in tons sold to outside customers. Average selling prices increased across all product groups within the steel mills segment in the ~~third~~first quarter of ~~2021~~2022 as compared to the ~~third~~first quarter of ~~2020.~~

Net sales for the steel mills segment increased 96% in the first nine months of 2021 from the first nine months of 2020, due to a 67% increase in the average sales price per ton from $664 to $1,112 and a 17% increase in tons sold to outside customers.2021.

Outside sales tonnage for the steel products segment for the ~~third~~first quarter of 2022 and ~~first nine months of~~ 2021 ~~and 2020~~ was as follows (in thousands):

	Three Months (13 Weeks) Ended			Nine Months (39 Weeks) Ended			Three Months (13 Weeks) Ended
	Oct. 2, 2021	Oct. 3, 2020	% Change	Oct. 2, 2021	Oct. 3, 2020	% Change	April 2, 2022	April 3, 2021	% Change
Joist sales	190	153	24%	529	406	30%	179	172	4%
Deck sales	139	129	8%	404	365	11%	136	135	1%
Cold finished sales	123	99	24%	383	300	28%	133	132	1%
Rebar fabrication sales	323	328	-2%	943	948	-1%	291	282	3%
Piling products sales	144	186	-23%	451	522	-14%	111	136	-18%
Tubular products sales	272	280	-3%	791	816	-3%	255	250	2%
Other steel products sales	116	92	26%	325	278	17%	130	100	30%
Total steel products sales	1,307	1,267	3%	3,826	3,635	5%	1,235	1,207	2%

Net sales for the steel products segment increased ~~58%~~84% in the ~~third~~first quarter of 2022 compared to the first quarter of 2021, ~~compared to the third quarter of 2020,~~ due to a ~~53%~~79% increase in the average sales price per ton from ~~$1,371~~$1,499 to ~~$2,101~~$2,689 and a 3% increase in tons sold to outside customers. Average selling prices increased across all businesses within the steel products segment in the third quarter of 2021 as compared to the third quarter of 2020, most notably at our tubular products businesses.

Net sales for the steel products segment increased 36% in the first nine months of 2021 compared to the first nine months of 2020, due to a 29% increase in the average sales price per ton from $1,372 to $1,776 and a 5%2% increase in tons sold to outside customers. Average selling prices increased across all businesses within the steel products segment in the first ~~nine months~~quarter of ~~2021~~2022 as compared to the first ~~nine months~~quarter of ~~2020, most notably at our tubular products businesses.~~2021.

Net sales for the raw materials segment increased ~~103% and 91%~~9% in the ~~third~~first quarter ~~and~~of 2022 compared to the first ~~nine months~~quarter of ~~2021, respectively, from the respective prior year periods.~~2021. The ~~increases were~~increase in net sales was due primarily to increased average selling prices, ~~and~~which were partially offset by a decrease in volumes at DJJ’s brokerage and scrap processing operations. In the ~~third~~first quarter of ~~2021,~~2022, approximately 91% of outside sales for the raw materials segment were from the brokerage operations of DJJ, and approximately 7% of outside sales were from the scrap processing operations of DJJ (89% and 9%, respectively, in the third quarter of 2020). In the first nine months of 2021, approximately 90% of outside sales for the raw materials segment were from the brokerage operations of DJJ, and approximately 8% of outside sales were from the scrap processing operations of DJJ (89%(88% and 9%, respectively, in the first ~~nine months~~quarter of ~~2020)~~2021).

Nucor recorded gross margins of ~~$3.41~~$3.46 billion (33%) in the ~~third~~first quarter of ~~2021,~~2022, which was a significant increase compared with ~~$502.2 million (10%~~$1.62 billion (23%) in the ~~third~~first quarter of ~~2020.~~

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~~first quarter of ~~2021~~2022 was ~~$511, an 84%~~$495, a 22% increase compared to ~~$277~~$405 in the ~~third~~first quarter of ~~2020.~~2021. The increase in the average scrap and scrap substitute cost per gross ton used was more than offset by the previously mentioned increases in average selling ~~prices and volumes.~~prices.

Scrap prices are driven by the global supply and demand for scrap and other iron-based raw materials used to make steel. Scrap prices have ~~increased dramatically since~~been volatile as the ~~beginning~~conflict in Ukraine has disrupted global supply chains. We believe that scrap markets will continue to be volatile in the second quarter of ~~2021 and we expect continued strong demand for scrap and some volatility in scrap prices as we begin the fourth quarter.~~2022.

~~Nucor recorded gross margins of $7.50 billion (29%) in the first nine months of 2021, which was a significant increase compared with $1.51 billion (10%) in the first nine months of 2020.~~

A major component of marketing, administrative and other expenses is profit sharing and other incentive compensation costs. These costs, which are based upon and fluctuate with Nucor’s financial performance, increased by ~~$341.1 million in the third quarter of 2021 as compared to the thirdquarter of 2020, and increased by $692.6~~$157.1 million in the first ~~nine months~~quarter of ~~2021~~2022 as compared to the first ~~nine months~~quarter of ~~2020. These increases were~~2021. This increase was due to Nucor’s increased profitability in the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 as compared to the ~~respective~~ prior year ~~periods,~~period, which resulted

Included in marketing, administrative and other expenses in the first nine months of 2020 was $18.2 million of restructuring charges related to the realignment of Nucor’s metal buildings business in the steel products segment. Of that amount, $16.4 million was recorded in the third quarter of 2020.

Equity in earnings of unconsolidated affiliates was ~~$32.5~~$7.7 million and ~~$0.5 million in the third quarter of 2021 and 2020, respectively, and $65.1 million and losses of $14.4~~$13.2 million in the first ~~nine months~~quarter of ~~2021~~2022 and ~~2020,~~2021, respectively. The ~~increases~~decrease in equity method investment earnings ~~were~~was primarily due to ~~increased~~decreased earnings at ~~NuMit and~~ Nucor-JFE.

Included in the first nine months of 2021 earnings was a non-cash loss on assets of $42.0 million related to our leasehold interest in unproved oil and natural gas properties in the raw materials segment. Also included in the first nine months of 2021 earnings were losses on assets of $9.0 million in the steel products segment.

Included in the first nine months of 2020 earnings were losses on assets of $299.5 million related to our equity method investment in Duferdofin Nucor S.r.l. (“Duferdofin Nucor”) that we have since exited. Nucor determined that a triggering event occurred in the first quarter of 2020 due to adverse developments in the joint venture’s commercial outlook, which were exacerbated by the COVID‐~~19 pandemic, all of which negatively impacted the joint venture’s strategic direction.~~

Net interest expense for the ~~third~~first quarter of 2022 and ~~first nine months of~~ 2021 ~~and 2020~~ was as follows (in thousands):

	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended						Three Months (13 Weeks) Ended
	Oct. 2, 2021			Oct. 3, 2020			Oct. 2, 2021			Oct. 3, 2020			April 2, 2022			April 3, 2021
Interest expense	$	43,908		$	42,281		$	122,539		$	128,726		$	44,076		$	40,970
Interest income		(623	)		(2,142	)		(3,830	)		(11,870	)		(941	)		(1,326	)
Interest expense, net	$	43,285		$	40,139		$	118,709		$	116,856		$	43,135		$	39,644

Interest expense increased in the ~~third~~first quarter of ~~2021 compared to the third quarter of 2020 due to a decrease in capitalized interest in the third quarter of 2021. Interest expense decreased in the first nine months of 2021~~2022 compared to the first ~~nine months~~quarter of ~~2020~~2021 due primarily to ~~the lower average interest rates on debt and~~ an increase in ~~capitalized interest in the first nine months of 2021.~~

average debt outstanding. Interest income decreased in the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 compared to the ~~third~~first quarter ~~and first nine months~~ of ~~2020~~2021 due to a decrease in average interest rates on investments.

~~Earnings (losses)~~The table below presents earnings before income taxes and noncontrolling interests by segment for the ~~third~~first quarter of 2022 and ~~first nine months of~~ 2021 ~~and 2020 were as follows~~ (in thousands). The changes between periods were driven by the quantitative and qualitative factors previously discussed.

	Three Months						Nine Months
	(13 Weeks) Ended						(39 Weeks) Ended						Three Months (13 Weeks) Ended
	Oct. 2, 2021			Oct. 3, 2020			Oct. 2, 2021			Oct. 3, 2020			April 2, 2022			April 3, 2021
Steel mills	$	3,116,539		$	205,152		$	6,606,320		$	512,082		$	2,578,854		$	1,314,974
Steel products		368,595			186,976			839,737			502,409			684,867			211,812
Raw materials		161,870			6,232			505,248			(3,068	)		95,853			223,235
Corporate/eliminations		(777,897	)		(107,942	)		(1,758,204	)		(393,651	)		(461,459	)		(451,775	)
	$	2,869,107		$	290,418		$	6,193,101		$	617,772		$	2,898,115		$	1,298,246

Noncontrolling interests represent the income attributable to the holders of noncontrolling ~~partners of~~interests in Nucor’s joint ventures, ~~primarily~~ NYS and CSI, in both of which Nucor owns 51%. controlling interests. The increase in earnings attributable to noncontrolling interests in the ~~third~~first quarter ~~and first~~ ~~nine months~~ of ~~2021~~2022 as compared to the ~~third~~first quarter ~~and~~ ~~first~~ ~~nine months~~ of ~~2020~~2021 was ~~primarily~~ due to the increased earnings of NYS, which was a result of the increased metal ~~margins.~~ margins, as well as the earnings of CSI, for which results were consolidated beginning on February 1, 2022, the date of the acquisition of Nucor’s 51% controlling ownership position.

Under the NYS limited partnership agreement, the minimum amount of cash to be distributed each year to the partners is the amount needed by each partner to pay applicable U.S. federal and state income taxes. In the first ~~nine months~~quarter of ~~2020,~~2022 and 2021, the amount of cash distributed to noncontrolling interest holders exceeded the earnings attributable to noncontrolling interests based on mutual agreement of the general partners.

The effective tax rate for the ~~third~~first quarter of ~~2021~~2022 was ~~22.5%~~23.2% compared to ~~23.3%~~23.9% for the ~~third~~first quarter of ~~2020.~~2021. The expected effective rate for the full year of ~~2021~~2022 is approximately ~~22.9%~~23.5%.

We estimate that in the next 12 months our gross unrecognized tax benefits, which totaled ~~$67.1~~$118.0 million at ~~October~~April 2, ~~2021,~~2022, exclusive of interest, could decrease by as much as ~~$5.7~~$10.4 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.

Nucor reported consolidated net earnings of ~~$2.13~~$2.10 billion, or ~~$7.28~~$7.67 per diluted share, in the ~~third~~first quarter of ~~2021~~2022 as compared to consolidated net earnings of ~~$193.4~~$942.4 million, or ~~$0.63~~$3.10 per diluted share, in the ~~third~~first quarter of ~~2020.~~2021. Net earnings attributable to Nucor stockholders as a percentage of net sales were ~~21%~~20.0% and ~~4% in the third quarter of 2021 and 2020, respectively.~~

~~Nucor reported consolidated net earnings of $4.58 billion, or $15.34 per diluted share,~~13.4% in the first ~~nine months~~quarter of 2022 and 2021, as compared to consolidated net earnings of $322.6 million, or $1.06 per diluted share, in the first nine months of 2020. Net earnings attributable to Nucor stockholders as a percentage of net sales were 18% and 2% in the first nine months of 2021 and 2020, respectively. Annualized return on average stockholders’ equity was ~~50%~~57.4% and 4%33.9% in the first ~~nine months~~quarter of ~~2021~~2022 and ~~2020,~~2021, respectively.

~~We expect continued~~End-use market demand remains strong ~~results~~ for the fourth quarter of 2021, potentially exceeding the net earnings record set in the third quarter of 2021. Demand remains robust across most end-use markets, a trend we expect will continue well into 2022. Backlogs in our steel ~~mills~~ and steel products, ~~segments~~and we remain ~~elevated compared to historical levels.~~

confident that 2022 will be another year of strong earnings and cash flow for Nucor.

We expect that the ~~profitability~~second quarter of 2022 will be the ~~steel mills segment to improve~~most profitable quarter in Nucor's history, surpassing the previous record set in the fourth quarter of ~~2021 as compared to the third~~2021.

We expect that second quarter ~~of 2021,~~earnings will be driven by ~~additional~~increased profitability in the steel products segment, which continues to benefit from robust demand in nonresidential construction markets. In addition, the steel mills segment earnings ~~growth~~are expected to strengthen due primarily to increased profitability at our sheet and plate mills. ~~We expect the profitability of the steel products~~Similarly, Nucor's raw materials segment is expected to ~~increase~~generate increased profits in the ~~fourth~~second quarter ~~of 2021 compared~~due to ~~the third quarter of 2021. The~~relatively higher selling prices for raw ~~materials segment's earnings in the fourth quarter of 2021 are expected to decrease compared to the third quarter of 2021 due primarily to margin compression at our DRI facilities.~~materials.

Nucor’s largest exposure to market risk is ~~via~~in our steel mills and steel products segments. Our largest single customer in the ~~third~~first quarter of ~~2021~~2022 represented approximately 5% of sales and has consistently paid within terms. In the raw materials segment, we are exposed to price fluctuations related to the purchase of scrap and scrap substitutes, pig iron and iron ore. Our exposure to market risk is mitigated by the fact that our steel mills use a significant portion of the products of the raw materials segment.

Nucor operates a capital-intensive business in highly cyclical markets. We therefore attempt to utilize conservative financial practices that maximize our financial strength during economic downturns like the one we experienced as a result

~~of the COVID-19 pandemic. Our liquidity position, consisting of cash~~Liquidity and cash equivalents, short-term investments and restricted cash and cash equivalents, remained strong at $2.29 billion as of October 2, 2021. Additionally, Nucor has no significant debt maturities until September 2022.Capital Resources

We ~~believe~~ that our conservative financial practices have served us well in the past and are serving us well today. Nucor’s financial strength allows for a consistent, balanced approach to capital allocation throughout the business cycle. Nucor’s highest capital allocation priority is to reinvest in our business to ensure our continued profitable growth over the long term. We have historically done this by investing to optimize our existing operations, initiate greenfield expansions and make acquisitions. Our second priority is to return capital to our stockholders through cash dividends and share repurchases. We intend to return a minimum of 40% of our net earnings to our stockholders, while maintaining a debt-to-capital ratio that supports a strong investment grade credit rating. In May 2021, Nucor’s Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $3.00 billion of its common stock and contemporaneously terminated any previously authorized share repurchase programs. As of October 2, 2021, the Company had approximately $1.94 billion remaining for share repurchases under the program.

Cash provided by operating activities was $3.62 billion in the first nine months of 2021 as compared to $2.21 billion in the prior year period. Net earnings in the first nine months of 2021 improved by $4.37 billion over the prior year period. Included in the first nine months of 2021 earnings was a non-cash loss on assets of $42.0 million related to our leasehold interest in unproved oil and natural gas properties in the raw materials segment. Included in the first nine months of 2020 earnings was a non-cash loss on assets of $299.5 million related to our previously held equity method investment in Duferdofin Nucor. Changes in operating assets and operating liabilities (exclusive of acquisitions) resulted in a cash reduction of $2.04 billion in the first nine months of 2021 compared with a cash increase of $693.2 million in the first nine months of 2020. The funding of our working capital in the first nine months of 2021 increased as compared to the first nine months of 2020 mainly due to increases in inventories and accounts receivable, partially offset by changes in salaries, wages, and other accruals. Inventory tons increased by 14% at the end of the third quarter of 2021 compared to year-end 2020, and the cost of scrap and scrap substitutes in our inventory increased 57% from year-end 2020. Inventories at the end of the third quarter of 2020 decreased by over one million tons, or 17%, compared to year-end 2019 due to working capital reduction initiatives focused on maintaining inventory levels at our anticipated near-term production requirements in response to the COVID-19 pandemic. Accounts receivable increased in the first nine months of 2021 from year-end 2020 due to a 78% increase in composite sales price in the third quarter of 2021 compared to the fourth quarter of 2020, whereas the prior year period saw relatively little change in composite sales price. The increase in salaries, wages and other accruals on the balance sheet in the first nine months of 2021 provided cash of $835.4 million versus using cash of $69.2 million in the prior year period mainly due to increased profit-sharing and other incentive compensation accruals from the significantly higher earnings of the Company.

The current ratio was 2.5 at the end of the third quarter of 2021 and 3.6 at year-end 2020. The current ratio decreased due to the following: a 186% increase in salaries, wages, and related accruals due to the previously discussed incentive compensation; reclassification of $600.0 million in bonds due September 2022 from long-term to short-term debt; and a 31% increase in accounts payable driven by the previously discussed increased inventory costs. Partially offsetting these items were a 78% and 59% increase in accounts receivable and inventories, respectively, due to the previously discussed increases in inventory costs and selling prices. In the first nine months of 2021, accounts receivable turned approximately every five weeks and inventories turned approximately every 10 weeks, compared to six and 10 weeks, respectively, in the first nine months of 2020.

Cash used in investing activities during the first nine months of 2021 was $2.38 billion as compared to $1.33 billion in the prior year period. The increase in cash used in investing activities was primarily due to a $1.33 billion increase in cash used to fund acquisitions, mainly the purchases of the IMP business and Hannibal in August 2021.

Cash used in financing activities for the first nine months of 2021 was $1.95 billion as compared to cash provided by financing activities of $596.6 million in the prior year period. The largest driver of this change was the $1.77 billion of stock repurchases in the first nine months of 2021 as compared to $39.5 million in the prior year period. Another significant component of this change was the ~~issuance of $500.0 million of 2.000% Notes due 2025 and $500.0 million of 2.700% Notes due 2030~~ ~~in the first nine months of 2020. Offsetting the increase in cash used for acquisition of stock in the first nine months of 2021 was $143.9 million of proceeds from the exercise of stock options.~~

Nucor’s revolving credit facility is undrawn and was amended and restated on November 5, 2021 to extend the maturity date to November 5, 2026 and to increase its borrowing capacity from $1.50 billion to $1.75 billion. We believe our financial strength is a key strategic advantage among domestic steel producers, particularly during recessionary business cycles. ~~Nucor continues to have~~We carry the ~~strongest~~highest credit ratings of any steel producer headquartered in North America, with an A- long-term rating ~~in the North American steel sector (Baa1/A-) with stable outlooks at both Moody's and~~from Standard & ~~Poor's.~~Poor’s and a Baa1 long-term rating from Moody’s. Our credit ratings are dependent, however, upon a number of factors, both

qualitative and quantitative, and are subject to change at any time. The disclosure of our credit ratings is made in order to enhance investors’ understanding of our sources of liquidity and the impact of our credit ratings on our cost of funds.

Our liquidity position as of April 2, 2022 remained strong, consisting of total cash and cash equivalents, short-term investments and restricted cash and cash equivalents of $4.26 billion as of such date compared to $2.76 billion as of December 31, 2021. Of these totals, the amount of restricted cash and cash equivalents was $88.2 million at April 2, 2022and $143.8 million at December 31, 2021. Approximately $504.6 million of the cash and cash equivalents position at April 2, 2022, was held by our majority-owned and controlled subsidiaries, including CSI which was acquired on February 1, 2022, as compared to $540.3 million at December 31, 2021.

~~Our~~Cash provided by operating activities was $2.47 billion in the first quarter of 2022 as compared to $530.4 million in the first quarter of 2021. The $1.94 billion increase was primarily driven by net earnings of $2.23 billion for the first quarter of 2022, an increase of $1.24 billion over net earnings in the prior year period of $987.5 million. In addition, changes in operating assets and operating liabilities (exclusive of acquisitions) provided cash of $6.7 million in the first quarter of 2022 as compared to using cash of $734.2 million in the first quarter of 2021.

The funding of our working capital in the first quarter of 2022 decreased over the first quarter of 2021 mainly due to accounts receivable and inventories only increasing by 7% and 4%, respectively, as compared to 23% and 22%, respectively, in the first quarter of 2021. As a result, the change in accounts receivable only used cash of $92.4 million in the first quarter of 2022 as compared to $524.6 million in the first quarter of 2021. The change in inventories provided cash of $124.2 million in the first quarter of 2022 as compared to using cash of $795.9 million in the same period of 2021. The increase in accrued federal income taxes provided cash of $672.1 million compared to the change in federal income taxes providing cash of $200.9 million in the first quarter of 2021. These changes were offset primarily by the following: (i) the change in salaries, wages and related accruals using cash of $658.3 million in the first quarter of 2022 as 2021 incentive compensation was paid versus providing cash of $69.8 million in the first quarter of 2021; and (ii) the change in accounts payable using cash of $165.5 million in the first quarter of 2022as compared to providing cash of $225.3 million in the same period of 2021.

The current ratio was 2.9 at the end of the first quarter of 2022 and 2.5 at year-end 2021. The current ratio increased primarily due to the following increases in current assets: a 58%, or $1.36 billion, increase in cash and cash equivalents, a 77%, or $193.9 million, increase in short-term investments, a 7%, or $257.5 million, increase in accounts receivable, and a 4%, or $234.5 million, increase in inventories. Additionally, salaries, wages and related accruals decreased by 44%, or $662.2 million, as 2021 incentive compensation accrued as of year-end 2021 was paid in the first quarter of 2022.

Cash used in investing activities during the first quarter of 2022 was $981.7 million as compared to $302.0 million in the prior year period. Cash used for acquisitions (net of cash acquired) increased by $347.5 milliondue to the acquisition of CSI on February 1, 2022. Additionally, cash used to purchase investments increased by $59.8 million and cash proceeds from the sale of investments decreased by $139.4 million over the same period of 2021. Finally, cash used for capital expenditures of $447.7 million in the first quarter of 2022 increased by $134.2 million over the same period of 2021 primarily due to the plate mill under construction in Kentucky, the sheet mill expansion in Kentucky and the sheet mill in West Virginia. Capital expenditures for 2022 are estimated to be around $2.35 billion as compared to $1.62 billion in 2021. The projects that we anticipate will have the largest capital expenditures in 2022 are the plate mill under construction in Brandenburg, Kentucky and the sheet mill in West Virginia.

Cash used in financing activities during the first quarter of 2022 was $189.3 millionas compared to $410.7 million in the prior year period. Stock repurchases were $905.3 million in the first quarter of 2022 as compared to $301.9 million in the first quarter of 2021 and distributions to noncontrolling interests were $211.6 million in the first quarter of 2022 as compared to $73.8 million in the first quarter of 2021. Offsetting these uses of cash was cash provided from the issuance and sale of the Notes, net of the discount, of $1.09 billion in the first quarter of 2022 (none in the same period of 2021). In the first quarter of 2022, Nucor issued $550.0 million of the 2032 Notes and $550.0 million of the 2052 Notes. In April 2022, we redeemed all $500.0 million aggregate principal of the 2023 Notes.

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 ~~capitalization.~~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 ~~October~~April 2, ~~2021, our~~2022, the funded debt to total capital ratio was ~~28.9%~~29.7% and we were in compliance with all non-financial covenants under ~~our~~the revolving credit facility. No borrowings were outstanding under the revolving credit facility as of ~~October~~April 2, ~~2021.~~

Our financial strength allows a number of capital preservation options. Nucor’s robust capital investment and maintenance practices give us the flexibility to reduce spending by prioritizing our capital projects, potentially rescheduling certain projects and selectively allocating capital to investments with the greatest impact on our long-term earnings power. Nucor currently estimates its 2021 capital expenditures to be $1.70 billion. The projects that we anticipate will have the largest capital expenditures in 2021 are the plate mill under construction in Brandenburg, Kentucky, the sheet mill expansion at Nucor Steel Gallatin, and the hot band galvanizing line at Nucor Steel Arkansas.2022.

In ~~September 2021,~~February 2022, Nucor’s Board of Directors declared a quarterly cash dividend on Nucor’s common stock of ~~$0.405~~$0.50 per share payable on ~~November 10, 2021,~~May 11, 2022 to stockholders of record on ~~September 30, 2021.~~March 31, 2022. This dividend is Nucor’s ~~194th~~196^th 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 ~~expenditures, acquisitions~~expenditure and working capital requirements for existing operations for at least the next 24 months. We also believe we have adequate access to capital markets for liquidity purposes. In September 2022, $600.0 million aggregate principal amount of the 2022 Notes will mature, which we expect to redeem in-full prior to that time using a portion of the net proceeds from the sale of the Notes, along with cash on hand, if necessary.

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.

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, ~~2020.~~2021. There were no interest rate swaps outstanding at ~~October~~April 2, ~~2021.~~2022.

In the ordinary course of business, Nucor is exposed to market risk for price fluctuations of raw materials and energy, principally scrap steel, other ferrous and nonferrous metals, alloys and natural gas. We attempt to negotiate the best prices for our raw material and energy requirements and to obtain prices for our steel products that match market price movements in response to supply and demand. In periods of strong or stable demand for our products, we are more likely to be able to effectively reduce the normal time lag in passing through higher raw material costs so that we can maintain our gross margins. When demand for our products is weaker, this becomes more challenging. Our DRI facilities in Trinidad and Louisiana provide us with flexibility in managing our raw materials requirements and our input costs. DRI is particularly important for operational flexibility when demand for prime scrap increases due to increased domestic steel production.

Natural gas produced by Nucor’s drilling operations is being sold to third parties to partially offset our exposure to changes in the price of natural gas consumed by our Louisiana DRI facility and our steel mills in the United States.

Nucor also periodically uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in the production process and to hedge a portion of our scrap, aluminum and copper purchases and sales. Gains and losses from derivatives designated as hedges are deferred in accumulated other comprehensive loss, net of income taxes on the condensed consolidated balance sheets and recognized in net earnings in the same period as the underlying physical transaction. At ~~October~~April 2, ~~2021,~~2022, accumulated other comprehensive loss, net of income taxes included ~~$21.8~~$49.2 million in unrealized net-of-tax gains for the fair value of these derivative instruments. Changes in the fair values of derivatives not designated as hedges are recognized in net earnings each period.

The following table presents the negative effect on pre-tax earnings of a hypothetical change in the fair value of the derivative instruments outstanding at ~~October~~April 2, ~~2021,~~2022, due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in thousands):

Commodity Derivative	10% Change		25% Change		10% Change		25% Change
Natural gas	$	14,085	$	35,212	$	23,216	$	58,041
Aluminum	$	7,724	$	19,310	$	7,430	$	18,574
Copper	$	3,765	$	9,394	$	4,257	$	10,668

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.

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 ~~October~~April 2, ~~2021~~2022 were insignificant.

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.

There were no changes in our internal control over financial reporting during the quarter ended ~~October~~April 2, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

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

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, ~~2020.~~2021.

Our share repurchase program activity for each of the three months and the quarter ended ~~October~~April 2, ~~2021~~2022 was as follows (in thousands, except per share amounts):

On November 5, 2021, Nucor amended and restated its revolving credit facility to increase the borrowing capacity from $1.50 billion to $1.75 billion and to extend its maturity date to November 5, 2026. The amended and restated revolving credit facility was entered into by and among Nucor Corporation and certain subsidiaries of Nucor Corporation as borrowers, Bank of America, N.A. as administrative agent, and other financial institutions from time to time party thereto as lenders. The lenders on the revolving credit facility are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the lenders and their respective affiliates have engaged in, and may in the future engage in, commercial and investment banking and other commercial dealings in the ordinary course of business with Nucor or its affiliates. They have received, or may in the future receive, customary fees and commissions or other payments for these transactions. Further, U.S. Bank National Association, one of the lenders, is the trustee for certain series of Nucor’s notes. For an understanding of the terms and provisions of the revolving credit facility, reference should be made to the copy of that agreement attached as Exhibit 10 to this Form 10-Q and incorporated by reference herein.

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.

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)

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

			Page
Part I	Financial Information

	Item 1	Financial Statements (Unaudited)

		Condensed Consolidated Statements of Earnings – Three Months (13 Weeks) Ended April 2, 2022 and ~~Nine Months (39 Weeks) Ended October 2,~~April 3, 2021 ~~and October 3, 2020~~	1

		Condensed Consolidated Statements of Comprehensive Income – Three Months (13 Weeks) Ended April 2, 2022 and ~~Nine Months (39 Weeks) Ended October 2,~~April 3, 2021 ~~and October 3, 2020~~	2

		Condensed Consolidated Balance Sheets – ~~October~~April 2, ~~2021~~2022 and December 31, ~~2020~~2021	3

		Condensed Consolidated Statements of Cash Flows – ~~Nine~~Three Months ~~(39~~(13 Weeks) Ended ~~October~~April 2, ~~2021~~2022 and ~~October~~April 3, ~~2020~~2021	4

		Notes to Condensed Consolidated Financial Statements	5

	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1916

	Item 3	Quantitative and Qualitative Disclosures About Market Risk	2622

	Item 4	Controls and Procedures	2723

Part II	Other Information

	Item 1	Legal Proceedings	2824

	Item 1A	Risk Factors	2824

	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	28

	~~Item 5~~	~~Other Information~~	2824

	Item 6	Exhibits	2925

Signatures			3026

	Steel Mills		Steel Products			Raw Materials		Total
Balance at December 31, 2020	$	612,470	$	887,625		$	729,577	$	2,229,672
Acquisitions		705		535,099			20,464		556,268
Other		-		(129	)		-		(129	)
Translation		-		2,181			-		2,181
Balance at October 2, 2021	$	613,175	$	1,424,776		$	750,041	$	2,787,992

	Steel Mills		Steel Products			Raw Materials		Total
Balance at December 31, 2021	$	613,175	$	1,439,874		$	774,295	$	2,827,344
Acquisitions		69,097		(62	)		-		69,035
Translation		-		7,755			-		7,755
Balance at April 2, 2022	$	682,272	$	1,447,567		$	774,295	$	2,904,134

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

	Shares			Grant Date Fair Value
Restricted stock units:
Unvested at beginning of year		1,167		$	60.45
Granted		-		$	-
Vested		(14	)	$	60.40
Canceled		(3	)	$	66.00
Unvested at April 2, 2022		1,150		$	60.44

	Nine-Month (39-Week) Period Ended
	October 2, 2021

	Gains and Losses on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gain (Loss)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at December 31, 2020	$	(4,700	)	$	(120,827	)	$	6,666	$	(118,861	)
Other comprehensive income (loss) before reclassifications		28,260			6,460			-		34,720
Amounts reclassified from accumulated other comprehensive income (loss) into earnings ⁽¹⁾		(1,760	)		-			-		(1,760	)
Net current-period other comprehensive income (loss)		26,500			6,460			-		32,960
Accumulated other comprehensive income (loss) at October 2, 2021	$	21,800		$	(114,367	)	$	6,666	$	(85,901	)

	Three-Month (13-Week) Period Ended
	October 3, 2020
	Gains and Losses on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gain (Loss)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at July 4, 2020	$	(10,900	)	$	(337,743	)	$	7,807	$	(340,836	)
Other comprehensive income (loss) before reclassifications		6,387			16,867			-		23,254
Amounts reclassified from accumulated other comprehensive income (loss) into earnings ⁽²⁾		2,113			-			-		2,113
Net current-period other comprehensive income (loss)		8,500			16,867			-		25,367
Accumulated other comprehensive income (loss) at October 3, 2020	$	(2,400	)	$	(320,876	)	$	7,807	$	(315,469	)

			Weighted-
			Average Life
Customer relationships	$	309,000	10 years
Trademarks and trade names		45,000	10 years
Backlog		24,300	1 year
	$	378,300

Cash	$	125,628
Accounts receivable		115,728
Inventory		65,005
Other current assets		1,050
Property, plant and equipment		116,955
Goodwill		80,550
Other intangible assets		201,700
Other assets		8,776
Total assets acquired		715,392
Current liabilities		231,356
Finance lease obligations		80,124
Other liabilities		10,655
Total liabilities assumed		322,135
Net assets acquired	$	393,257

	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 4, 2021 - July 31, 2021		2,500	$	99.96		2,500	$	2,547,877
August 1, 2021 - August 28, 2021		4,200	$	108.93		4,200	$	2,090,350
August 29, 2021 - October 2, 2021		1,500	$	100.19		1,500	$	1,940,065
For the Quarter Ended October 2, 2021		8,200				8,200

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))
4		Indenture, dated as of August 19, 2014, between Nucor Corporation and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 filed August 20, 2014 (File No. 333-198263))
4.1		Fourth Supplemental Indenture, dated as of March 11, 2022, between Nucor Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed March 11, 2022 (File No. 001-04119))
4.2		Form of 3.125% Notes due 2032 (included in Exhibit 4.1 above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed March 11, 2022 (File No. 001-04119))
4.3		Form of 3.850% Notes due 2052 (included in Exhibit 4.1 above) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed March 11, 2022 (File No. 001-04119))
10*		2014 Omnibus Incentive Compensation Plan, as amended and restated effective February 21, 2022 (#)
10.1*		Senior Officers Annual Incentive Plan, as amended and restated effective February 21, 2022 (included in Exhibit 10 above) (#)
10.2*		Senior Officers Long-Term Incentive Plan, as amended and restated effective February 21, 2022(included in Exhibit 10 above) (#)

1010.3		~~Fourth Amended and Restated Multi-Year Revolving Credit~~Form of Restricted Share Unit Award Agreement ~~dated as~~used for awards granted after February 21, 2022 – time-vested awards (#)

10.4*		Form of ~~November 5, 2021,~~Award Agreement for Annual Stock Option Grants used for awards granted after February 21, 2022(#)

10.5		Executive Employment Agreement of Stephen D. Laxton (incorporated by ~~and among Nucor Corporation and certain subsidiaries of Nucor Corporation, as borrowers, Bank of America, N.A., as administrative agent, and~~reference to Exhibit 10.1 to the ~~lenders party thereto.~~Current Report on Form 8-K/A filed March 4, 2022 (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 ~~October~~April 2, ~~2021,~~2022, filed ~~November 10, 2021,~~May 11, 2022, formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.

104*		Cover Page from the Quarterly Report on Form 10-Q of Nucor Corporation for the quarter ended ~~October~~April 2, ~~2021,~~2022, filed ~~November 10, 2021,~~May 11, 2022, formatted in Inline XBRL (included in Exhibit ~~101)~~101 above).

	NUCOR CORPORATION

	By:		/s/ ~~James~~Stephen D. ~~Frias~~Laxton
			~~James~~Stephen D. ~~Frias~~Laxton
			Chief Financial Officer, Treasurer and Executive
			Vice President