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).

~~256,543,710~~251,222,908 shares of the registrant’s common stock were outstanding at ~~October~~April 1, ~~2022.~~2023.

Nucor Corporation Condensed Consolidated Statements of Comprehensive Income (Unaudited)


	Nine Months (39 Weeks) Ended						Three Months (13 Weeks) Ended
	Oct. 1, 2022			Oct. 2, 2021			April 1, 2023			April 2, 2022
Operating activities:
Net earnings	$	6,753,395		$	4,782,238
Net earnings before noncontrolling interests							$	1,231,629		$	2,227,115
Adjustments:
Depreciation		609,933			546,619			221,089			195,478
Amortization		164,480			76,656			58,769			41,411
Stock-based compensation		99,838			97,652			20,401			26,422
Deferred income taxes		(33,116	)		166,748			(28,193	)		(18,764	)
Distributions from affiliates		25,571			200			17,394			1,500
Equity in earnings of unconsolidated affiliates		(23,246	)		(65,106	)
Losses on assets		-			50,970
Equity in losses/(earnings) of unconsolidated affiliates								1,340			(7,695	)
Changes in assets and liabilities (exclusive of acquisitions and dispositions):
Accounts receivable		(104,751	)		(1,622,668	)		(67,505	)		(92,394	)
Inventories		371,068			(1,976,738	)		(138,694	)		124,201
Accounts payable		(299,760	)		343,014			394,602			(165,476	)
Federal income taxes		(302,335	)		262,195			330,781			672,142
Salaries, wages and related accruals		121,243			835,381			(858,925	)		(658,267	)
Other operating activities		156,201			123,202			24,485			126,495
Cash provided by operating activities		7,538,521			3,620,363			1,207,173			2,472,168
Investing activities:
Capital expenditures		(1,430,125	)		(1,207,088	)		(531,733	)		(447,682	)
Investment in and advances to affiliates		(246	)		(193	)		-			(63	)
Sale of business		99,681			-
Disposition of plant and equipment		27,278			15,581			2,276			7,288
Acquisitions (net of cash acquired)		(3,549,764	)		(1,346,608	)		-			(347,177	)
Purchases of investments		(563,770	)		(394,141	)		(468,412	)		(274,197	)
Proceeds from the sale of investments		439,348			554,898			228,086			80,333
Other investing activities		(9,595	)		1,042			-			(183	)
Cash used in investing activities		(4,987,193	)		(2,376,509	)		(769,783	)		(981,681	)
Financing activities:
Net change in short-term debt		(43,074	)		44,831			(19,765	)		(21,202	)
Proceeds from issuance of long-term debt, net of discount		2,091,934			196,990			-			1,093,059
Repayment of long-term debt		(1,108,500	)		-			(2,500	)		(2,500	)
Bond issuance costs		(13,138	)		-			-			(8,388	)
Proceeds from exercise of stock options		21,604			143,874			7,123			16,586
Payment of tax withholdings on certain stock-based compensation		(62,869	)		(71,494	)		(7,105	)		(8,512	)
Distributions to noncontrolling interests		(300,772	)		(120,619	)		(337,810	)		(211,558	)
Cash dividends		(404,150	)		(366,606	)		(130,525	)		(137,587	)
Acquisition of treasury stock		(2,359,971	)		(1,773,848	)		(425,820	)		(905,324	)
Proceeds from government incentives		275,000			-
Other financing activities		(21,085	)		(7,993	)		(4,272	)		(3,883	)
Cash used in financing activities		(1,925,021	)		(1,954,865	)		(920,674	)		(189,309	)
Effect of exchange rate changes on cash		(5,221	)		1,720			3,243			3,672
Increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents		621,086			(709,291	)
(Decrease) Increase in cash and cash equivalents and restricted cash and cash equivalents								(480,041	)		1,304,850
Cash and cash equivalents and restricted cash and cash equivalents - beginning of year		2,508,658			2,754,929			4,361,220			2,508,658
Cash and cash equivalents and restricted cash and cash equivalents - end of nine months	$	3,129,744		$	2,045,638
Cash and cash equivalents and restricted cash and cash equivalents - end of three months							$	3,881,179		$	3,813,508
Non-cash investing activity:
Change in accrued plant and equipment purchases	$	(31,469	)	$	14,997		$	(36,280	)	$	(7,789	)

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

2. Inventories

Inventories consisted of approximately ~~39%~~39% raw materials and supplies and ~~61%~~61% finished and semi-finished products at ~~October~~April 1, ~~2022 (43%~~2023 (37% and ~~57%~~63%, respectively, at December 31, ~~2021)~~2022). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.

3. Property, Plant and Equipment

Property, plant and equipment is recorded net of accumulated depreciation of ~~$10.91~~$11.32 billion at ~~October~~April 1, ~~2022~~2023 ($~~10.39~~11.12 billion at December 31, ~~2021)~~2022).

4. Goodwill and Other Intangible Assets

The change in the net carrying amount of goodwill for the ~~nine~~three months ended ~~October~~April 1, ~~2022~~2023 by segment was as follows (in thousands):

Steel Mills

Steel Products

Raw Materials

Total

Balance at December 31, 2021

$
613,175

$
1,439,874

$
774,295

$
2,827,344

Acquisitions

62,011

1,083,200

-

1,145,211

Other

-

-

(39,466
)

(39,466
)
Translation

-

(15,637
)

-

(15,637
)
Balance at October 1, 2022

$
675,186

$
2,507,437

$
734,829

$
3,917,452


	Steel Mills		Steel Products			Raw Materials		Total
Balance at December 31, 2022	$	675,186	$	2,510,045		$	734,829	$	3,920,060
Acquisitions		-		(3,740	)		-		(3,740	)
Translation		-		(1,412	)		-		(1,412	)
Balance at April 1, 2023	$	675,186	$	2,504,893		$	734,829	$	3,914,908

Nucor completed its most recent annual goodwill impairment testing as of the first day of the fourth quarter of ~~2021~~2022 and concluded that as of such date there was no impairment of goodwill for any of its reporting units.

The annual assessment performed in ~~2021~~2022 for one of the Company’s reporting units, Rebar Fabrication, used forward-looking projections in future cash flows. The fair value of this reporting unit exceeded its carrying value by approximately ~~54%~~34% in the most recent assessment. If our assessment of the relevant facts and circumstances changes, including if the expected future performance of this reporting unit declines from the most recent assessment, non-cash impairment charges may be required. Total goodwill associated with the Rebar Fabrication reporting unit was ~~$350.0~~$346.4 million as of ~~October~~April 1, ~~2022~~2023 ($~~363.0~~347.6 million as of December 31, ~~2021)~~2022). An impairment of goodwill may also lead us to record an impairment of other intangible assets. Total finite-lived intangible assets associated with the Rebar Fabrication reporting unit were ~~$38.1~~$34.4 million as of ~~October~~April 1, ~~2022~~2023 ($~~45.0~~36.3 million as of December 31, ~~2021)~~2022). There have been no triggering events requiring an interim assessment for impairment of the Rebar Fabrication reporting unit since the most recent annual goodwill impairment testing date.

Table of Contents

Intangible assets with estimated useful lives of five to 25 years are amortized on a straight-line or accelerated basis and ~~were comprised~~consisted of the following as of ~~October~~April 1, ~~2022~~2023 and December 31, ~~2021~~2022 (in thousands):


	October 1, 2022				December 31, 2021				April 1, 2023				December 31, 2022
	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Customer relationships	$	4,174,901	$	1,035,901	$	1,872,348	$	924,506	$	4,174,632	$	1,139,923	$	4,174,724	$	1,087,834
Trademarks and trade names		364,140		126,781		217,255		99,906		364,087		148,032		364,106		142,363
Other		109,746		93,164		105,522		66,954		109,746		97,125		109,746		96,114
	$	4,648,787	$	1,255,846	$	2,195,125	$	1,091,366	$	4,648,465	$	1,385,080	$	4,648,576	$	1,326,311

Intangible asset amortization expense in the ~~third~~first quarter of 2023 and 2022 ~~and 2021~~ was ~~$77.2~~$58.8 million and ~~$34.8~~$41.4 million, ~~respectively,~~ ~~and $164.5 million and $76.7 million in the first nine months of 2022 and 2021, respectively~~.respectively. Annual amortization expense is estimated to be ~~$235.0 million in 2022; $236.2~~$233.6 million in 2023; ~~$234.7~~$233.4 million in 2024; ~~$233.7~~$232.5 million in 2025; ~~and $230.7~~$229.6 million in ~~2026.~~2026; and $225.4 million in 2027.

5. Current Liabilities

Book overdrafts, included in accounts payable in the condensed consolidated balance sheets, were ~~$125.8~~$156.4 million at ~~October~~April 1, ~~2022~~2023 ($~~143.8~~163.6 million at December 31, ~~2021)~~2022). Dividends payable, included in accrued expenses and other current liabilities in the condensed consolidated balance sheets, were ~~$129.5~~$129.4 million at ~~October~~April 1, ~~2022~~2023 ($~~137.6~~130.5 million at December 31, ~~2021)~~2022).

6. Fair Value Measurements

The following table summarizes information regarding Nucor’s financial assets and financial liabilities that were measured at fair value as of ~~October~~April 1, ~~2022~~2023 and December 31, ~~2021~~2022 (in thousands). Nucor does not have any non-financial assets or non-financial liabilities that are measured at fair value on a recurring basis.


				Fair Value Measurements at Reporting Date Using										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 1, 2022
Assets:
Cash equivalents	$	2,161,011		$	2,161,011	$	-		$	-
Short-term investments		377,426			377,426		-			-
Restricted cash and cash equivalents		79,880			79,880		-			-
Derivative contracts		96,222		-			96,222			-
Total assets	$	2,714,539		$	2,618,317	$	96,222		$	-
As of December 31, 2021
As of April 1, 2023
Assets:
Cash equivalents	$	1,776,477		$	1,776,477	$	-		$	-	$	3,294,514		$	3,294,514	$	-		$	-
Short-term investments		253,005			253,005		-			-		817,811			817,811		-			-
Restricted cash and cash equivalents		143,800			143,800		-			-		81,145			81,145		-			-
Derivative contracts		6,633			-		6,633			-		8,247		-			8,247			-
Total assets	$	2,179,915		$	2,173,282	$	6,633		$	-	$	4,201,717		$	4,193,470	$	8,247		$	-
Liabilities:
Derivative contracts	$	(2,666	)	$	-	$	(2,666	)	$	-	$	(5,870	)	$	-	$	(5,870	)	$	-

As of December 31, 2022
Assets:
Cash equivalents											$	3,182,631		$	3,182,631	$	-		$	-
Short-term investments												576,946			576,946		-			-
Restricted cash and cash equivalents												80,368			80,368		-			-
Derivative contracts												34,400			-		34,400			-
Total assets											$	3,874,345		$	3,839,945	$	34,400		$	-
Liabilities:
Derivative contracts											$	(1,370	)	$	-	$	(1,370	)	$	-

Table of Contents

Fair value measurements for Nucor’s cash equivalents, short-term investments and restricted cash and cash equivalents are classified under Level 1 because such measurements are based on quoted market prices in active markets for identical assets. Our short-term investments at ~~October~~April 1, ~~2022~~2023 consisted of certificates of deposit, commercial paper and corporate notes. Fair value measurements for Nucor’s derivatives, which are typically commodity or foreign exchange contracts, are classified under Level 2 because such measurements are based on published market prices for similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit ~~risks,~~risk, spot and future commodity prices, and spot and future exchange rates. There were no transfers between the levels in the fair value hierarchy for the periods presented.

The fair value of short-term and long-term debt, including current maturities, was approximately ~~$5.80~~$6.07 billion at ~~October~~April 1, ~~2022~~2023 (approximately ~~$6.06~~$5.93 billion at December 31, ~~2021)~~2022). The debt fair value estimates are classified under Level 2 because such estimates are based on readily available market prices of our debt at ~~October~~April 1, ~~2022~~2023 and December 31, ~~2021,~~2022, or similar debt with the same maturities, ratings and interest rates.

7. Contingencies

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

8. Stock-Based Compensation

Stock Options

A summary of activity under Nucor’s stock option plans for the first ~~nine months~~quarter of ~~2022~~2023 is as follows (shares and aggregate intrinsic value 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		1,186		$	55.58					837		$	66.76
Granted		98		$	130.71					-		$	-
Exercised		(421	)	$	51.36		$	29,619		(131	)	$	54.49		$	15,539
Canceled		-		$	-					-		$	-
Outstanding at October 1, 2022		863		$	66.18	7.3 years	$	38,058
Stock options exercisable at October 1, 2022		339		$	58.67	6.0 years	$	16,718
Outstanding at April 1, 2023										706		$	69.04	7.4 years	$	60,364
Stock options exercisable at April 1, 2023										182		$	63.28	6.6 years	$	16,580

Compensation expense for stock options was ~~$0.5 million in the third quarter of both 2022 and 2021~~ $~~and $4.9 million and $3.4~~0.5 million in the first ~~nine months~~quarter of ~~2022~~both 2023 and ~~2021, respectively~~.2022. As of ~~October~~April 1, ~~2022,~~2023, unrecognized compensation expense related to stock options was ~~$2.7~~$1.7 million, which we expect to recognize over a weighted-average period of ~~1.8~~1.5 years.

Table of Contents

Restricted Stock Units

A summary of Nucor’s restricted stock unit (“RSU”) activity for the first ~~nine months~~quarter of ~~2022~~2023 is as follows (shares in thousands):


	Shares			Grant Date Fair Value Per Share		Shares			Grant Date Fair Value Per Share
Restricted stock units:
Unvested at beginning of year		1,167		$	60.45		1,003		$	98.66
Granted		774		$	130.71		-		$	-
Vested		(889	)	$	77.51		(161	)	$	94.43
Canceled		(22	)	$	93.12		(2	)	$	58.29
Unvested at October 1, 2022		1,030		$	97.84
Unvested at April 1, 2023							840		$	99.55

Compensation expense for RSUs was ~~$16.3~~$12.2 million and ~~$10.4 million in the third quarter of 2022 and 2021, respectively,~~ $~~and $67.2 million and $42.4~~9.0 million in the first ~~nine months~~quarter of 2023 and 2022, ~~and 2021, respectively~~.respectively. As of ~~October~~April 1, ~~2022,~~2023, unrecognized compensation expense related to unvested RSUs was ~~$75.9~~$50.6 million, which we expect to recognize over a weighted-average period of ~~1.3 years.~~1.0 year.

Restricted Stock Awards

A summary of Nucor’s restricted stock activity under the Nucor Corporation Senior Officers Annual Incentive Plan (a supplement to the Nucor Corporation 2014 Omnibus Incentive Compensation Plan, the “AIP”) and the Nucor Corporation Senior Officers Long-Term Incentive Plan (a supplement to the Nucor Corporation 2014 Omnibus Incentive Compensation Plan, the “LTIP”) for the first ~~nine months~~quarter of ~~2022~~2023 is as follows (shares in thousands):


				Grant Date					Grant Date
	Shares			Fair Value Per Share		Shares			Fair Value Per Share
Restricted stock units and restricted stock awards:
Unvested at beginning of year		107		$	57.17		209		$	108.55
Granted		465		$	128.62		414		$	171.38
Vested		(353	)	$	109.72		(406	)	$	152.68
Canceled		(6	)	$	115.36		-		$	-
Unvested at October 1, 2022		213		$	108.80
Unvested at April 1, 2023							217		$	145.82

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 ~~$8.9~~$7.7 million and ~~$20.1 million in the third quarter of 2022 and 2021, respectively,~~ $~~and $27.7 million and $51.9~~17.0 million in the first ~~nine months~~quarter of 2023 and 2022, ~~and 2021, respectively~~.respectively. As of ~~October~~April 1, ~~2022,~~2023, unrecognized compensation expense related to unvested restricted stock awards was ~~$6.4~~$12.2 million, which we expect to recognize over a weighted-average period of ~~2.0~~2.2 years.

9. Employee Benefit Plan

Nucor makes contributions to a Profit Sharing and Retirement Savings Plan for qualified employees based on the profitability of the Company. Nucor’s expense for these benefits totaled ~~$214.4~~$162.2 million and ~~$274.9 million in the third quarter of 2022 and 2021, respectively~~$~~, and $834.3 million and $596.2~~286.9 million in the first ~~nine months~~quarter of 2023 and 2022, ~~and 2021, respectively~~.respectively. The related liability for these benefits is included in salaries, wages and related accruals in the condensed consolidated balance sheets.

~~Table of Contents~~

10. Interest Expense (Income)

The components of net interest expense for the ~~third~~first quarter of 2023 and ~~first nine months of~~ 2022 ~~and 2021~~ are as follows (in thousands):


	Three Months (13 Weeks) Ended
	April 1, 2023			April 2, 2022
Interest expense	$	62,682		$	44,076
Interest income		(52,499	)		(941	)
Interest expense, net	$	10,183		$	43,135

Table of Contents

Three Months (13 Weeks) Ended

Nine Months (39 Weeks) Ended

October 1, 2022

October 2, 2021

October 1, 2022

October 2, 2021

Interest expense

$
54,569

$
43,908

$
162,159

$
122,539

Interest income

(12,222
)

(623
)

(18,914
)

(3,830
)
Interest expense, net

$
42,347

$
43,285

$
143,245

$
118,709

11. Income Taxes

The effective tax rate for the ~~third~~first quarter of ~~2022~~2023 was ~~22.6%~~22.9% compared to ~~22.5%~~23.2% for the ~~third~~first quarter of ~~2021.~~2022.

The Internal Revenue Service (the “IRS”) is currently examining Nucor’s 2015, 2019, and 2020 federal income tax returns. Nucor has concluded U.S. federal income tax matters for tax years through 2014, and for the tax years 2016 and 2018. The tax years 2017 and 2021 remain open to examination by the IRS. The 2015 ~~and 2018~~through 2021 Canadian income tax returns for Harris Steel Group Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 2016 through 2021 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada, Trinidad & Tobago, and other state and local jurisdictions).

Non-current deferred tax assets included in other assets in the condensed consolidated balance sheets were $13.7 million at April 1, 2023 ($19.3 million at December 31, 2022). Non-current deferred tax liabilities included in deferred credits and other liabilities in the condensed consolidated balance sheets were ~~$1.30~~$1.26 billion at ~~October~~April 1, ~~2022~~2023 ($~~610.3 million~~1.30 billion at December 31, ~~2021)~~2022). ~~The increase in non-current deferred tax liabilities in the first nine months of 2022 was primarily due to deferred tax liabilities related to the acquisition of~~ ~~C.H.I. Overhead Doors, LLC (“C.H.I.”)~~

~~on June 24, 2022. See Note 18 for more information regarding the acquisition.~~

12. Stockholders’ Equity

The following tables reflect the changes in stockholders’ equity attributable to Nucor and the noncontrolling interests of Nucor’s joint ventures, Nucor-Yamato Steel Company (Limited Partnership) (“NYS”) and California Steel Industries, Inc. (“CSI”), in both of which Nucor owns ~~51%~~51%, for the three months ended April 1, 2023 and ~~nine months ended October 1,~~April 2, 2022 ~~and October 2, 2021~~ (in thousands):

				Three Months (13 Weeks) Ended October 1, 2022
														Accumulated									Total									Three Months (13 Weeks) Ended April 1, 2023
								Additional						Other			Treasury Stock						Nucor																			Accumulated									Total
				Common Stock				Paid-in			Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling										Additional						Other			Treasury Stock						Nucor
	Total			Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Amount			Equity			Interests						Common Stock				Paid-in			Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling
BALANCES, July 2, 2022	$	17,852,808			380,154	$	152,061	$	2,115,178		$	22,064,383		$	(70,810	)		118,368		$	(7,452,168	)	$	16,808,644		$	1,044,164
Net earnings		1,799,043			-		-		-			1,694,748			-			-			-			1,694,748			104,295
																													Total			Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Amount			Equity			Interests
BALANCES, December 31, 2022																													$	19,569,906			380,154	$	152,061	$	2,143,520		$	24,754,873		$	(137,517	)		126,661		$	(8,498,243	)	$	18,414,694		$	1,155,212
Net earnings before noncontrolling interests																														1,231,629			-		-		-			1,136,542			-			-			-			1,136,542			95,087
Other comprehensive income (loss)		(32,743	)		-		-		-			-			(32,743	)		-			-			(32,743	)		-			(27,841	)		-		-		-			-			(27,841	)		-			-			(27,841	)		-
Stock options exercised		2,784			-		-		(1,181	)		-			-			(62	)		3,965			2,784			-			7,123			-		-		(1,749	)		-			-			(131	)		8,872			7,123			-
Stock option expense		475			-		-		475			-			-			-			-			475			-			475			-		-		475			-			-			-			-			475			-
Issuance of stock under award plans, net of forfeitures		15,009			-		-		12,949			-			-			(31	)		2,060			15,009			-			43,820			-		-		24,760			-			-			(323	)		19,060			43,820			-
Amortization of unearned compensation		1,100			-		-		1,100			-			-			-			-			1,100			-			1,764			-		-		1,764			-			-			-			-			1,764			-
Treasury stock acquired		(652,078	)		-		-		-			-			-			5,334			(652,078	)		(652,078	)		-
Treasury stock acquired, and net impact of excise tax																														(429,813	)		-		-		-			-			-			2,723			(429,813	)		(429,813	)		-
Cash dividends declared		(129,482	)		-		-		-			(129,482	)		-			-			-			(129,482	)		-			(129,383	)		-		-		-			(129,383	)		-			-			-			(129,383	)		-
Distributions to noncontrolling interests		(32,237	)		-		-		-			-			-			-			-			-			(32,237	)		(337,810	)		-		-		-			-			-			-			-			-			(337,810	)
BALANCES, October 1, 2022	$	18,824,679			380,154	$	152,061	$	2,128,521		$	23,629,649		$	(103,553	)		123,609		$	(8,098,221	)	$	17,708,457		$	1,116,222
BALANCES, April 1, 2023																													$	19,929,870			380,154	$	152,061	$	2,168,770		$	25,762,032		$	(165,358	)		128,930		$	(8,900,124	)	$	19,017,381		$	912,489


				Three Months (13 Weeks) Ended April 2, 2022
														Accumulated									Total
								Additional						Other			Treasury Stock						Nucor
				Common Stock				Paid-in			Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling
	Total			Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Amount			Equity			Interests
BALANCES, December 31, 2021	$	14,603,794			380,154	$	152,061	$	2,140,608		$	17,674,100		$	(115,282	)		107,742		$	(5,835,098	)	$	14,016,389		$	587,405
Net earnings before noncontrolling interests		2,227,115			-		-		-			2,095,623			-			-			-			2,095,623			131,492
Other comprehensive income (loss)		70,778			-		-		-			-			70,778			-			-			70,778			-
Stock options exercised		16,586			-		-		(507	)		-			-			(310	)		17,093			16,586			-
Stock option expense		458			-		-		458			-			-			-			-			458			-
Issuance of stock under award plans, net of forfeitures		43,098			-		-		21,170			-			-			(388	)		21,928			43,098			-
Amortization of unearned compensation		1,400			-		-		1,400			-			-			-			-			1,400			-
Treasury stock acquired		(905,324	)		-		-		-			-			-			7,048			(905,324	)		(905,324	)		-
Cash dividends declared		(134,446	)		-		-		-			(134,446	)		-			-			-			(134,446	)		-
Distributions to noncontrolling interests		(211,558	)		-		-		-			-			-			-			-			-			(211,558	)
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 1, 2022

Accumulated

Total

Additional

Other

Treasury Stock

Nucor

Common Stock

Paid-in

Retained

Comprehensive

(at cost)

Stockholders'

Noncontrolling

Total

Shares

Amount

Capital

Earnings

Income (Loss)

Shares

Amount

Equity

Interests

BALANCES, December 31, 2021

$
14,603,794

380,154

$
152,061

$
2,140,608

$
17,674,100

$
(115,282
)

107,742

$
(5,835,098
)

$
14,016,389

$
587,405

Net earnings

6,753,395

-

-

-

6,351,604

-

-

-

6,351,604

401,791

Other comprehensive income (loss)

11,729

-

-

-

-

11,729

-

-

11,729

-

Stock options exercised

21,604

-

-

(2,489
)

-

-

(421
)

24,093

21,604

-

Stock option expense

4,897

-

-

4,897

-

-

-

-

4,897

-

Issuance of stock under award plans,
   net of forfeitures

54,560

-

-

(18,195
)

-

-

(1,194
)

72,755

54,560

-

Amortization of unearned
   compensation

3,700

-

-

3,700

-

-

-

-

3,700

-

Treasury stock acquired

(2,359,971
)

-

-

-

-

-

17,482

(2,359,971
)

(2,359,971
)

-

Cash dividends declared

(396,055
)

-

-

-

(396,055
)

-

-

-

(396,055
)

-

Distributions to noncontrolling
   interests

(300,772
)

-

-

-

-

-

-

-

-

(300,772
)
Acquisition of noncontrolling interest in CSI

427,798

-

-

-

-

-

-

-

-

427,798

BALANCES, October 1, 2022

$
18,824,679

380,154

$
152,061

$
2,128,521

$
23,629,649

$
(103,553
)

123,609

$
(8,098,221
)

$
17,708,457

$
1,116,222

~~Table of Contents~~

Three Months (13 Weeks) Ended October 2, 2021

Accumulated

Total

Additional

Other

Treasury Stock

Nucor

Common Stock

Paid-in

Retained

Comprehensive

(at cost)

Stockholders'

Noncontrolling

Total

Shares

Amount

Capital

Earnings

Income (Loss)

Shares

Amount

Equity

Interests

BALANCES, 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

Net earnings

2,223,265

-

-

-

2,127,743

-

-

-

2,127,743

95,522

Other comprehensive income (loss)

(12,172
)

-

-

-

-

(12,172
)

-

-

(12,172
)

-

Stock options exercised

15,075

-

-

2,699

-

-

(285
)

12,376

15,075

-

Stock option expense

458

-

-

458

-

-

-

-

458

-

Issuance of stock under award plans,
   net of forfeitures

11,629

-

-

10,802

-

-

(19
)

827

11,629

-

Amortization of unearned
   compensation

400

-

-

400

-

-

-

-

400

-

Treasury stock acquired

(857,703
)

-

-

-

-

-

8,200

(857,703
)

(857,703
)

-

Cash dividends declared

(116,888
)

-

-

-

(116,888
)

-

-

-

(116,888
)

-

Distributions to noncontrolling
   interests

(23,423
)

-

-

-

-

-

-

-

-

(23,423
)
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

Nine Months (39 Weeks) Ended October 2, 2021

Accumulated

Total

Additional

Other

Treasury Stock

Nucor

Common Stock

Paid-in

Retained

Comprehensive

(at cost)

Stockholders'

Noncontrolling

Total

Shares

Amount

Capital

Earnings

Income (Loss)

Shares

Amount

Equity

Interests

BALANCES, December 31, 2020

$
11,231,861

380,154

$
152,061

$
2,121,288

$
11,343,852

$
(118,861
)

77,909

$
(2,709,675
)

$
10,788,665

$
443,196

Net earnings

4,782,238

-

-

-

4,577,043

-

-

-

4,577,043

205,195

Other comprehensive income (loss)

32,960

-

-

-

-

32,960

-

-

32,960

-

Stock options exercised

143,874

-

-

38,523

-

-

(2,839
)

105,351

143,874

-

Stock option expense

3,367

-

-

3,367

-

-

-

-

3,367

-

Issuance of stock under award plans,
   net of forfeitures

8,893

-

-

(32,864
)

-

-

(1,060
)

41,757

8,893

-

Amortization of unearned
   compensation

1,200

-

-

1,200

-

-

-

-

1,200

-

Treasury stock acquired

(1,773,848
)

-

-

-

-

-

20,345

(1,773,848
)

(1,773,848
)

-

Cash dividends declared

(359,634
)

-

-

-

(359,634
)

-

-

-

(359,634
)

-

Distributions to noncontrolling
   interests

(120,619
)

-

-

-

-

-

-

-

-

(120,619
)
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

Dividends declared per share were ~~$0.50 per share in the third quarter of 2022 ($0.405 per share in the third quarter of 2021)~~ $~~and $1.50~~0.51 per share in the first ~~nine months~~quarter of ~~2022~~2023 ($~~1.215~~0.50 per share in the first ~~nine months~~quarter of ~~2021)~~2022)..

On December 2, 2021, the Company announced that its Board of Directors had approved a ~~new~~ share repurchase program under which the Company is authorized to repurchase up to ~~$4.00~~$4.00 billion of the Company’s common stock and terminated all previously authorized share repurchase programs. Share repurchases will be made from time to time in the open market at prevailing market prices or through private transactions or block trades. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements and other factors. The share repurchase authorization is discretionary and has no expiration date. As of ~~October~~April 1, ~~2022,~~2023, the Company had approximately ~~$1.49 billion~~$661.1 million available for share repurchases under the program authorized by the Company’s Board of ~~Directors.~~Directors in December 2021.

13. Accumulated Other Comprehensive Income (Loss)

The following tables reflect the changes in accumulated other comprehensive income (loss) by component for the three months ended April 1, 2023 and ~~nine months ended October 1,~~April 2, 2022 ~~and October 2, 2021~~ (in thousands):

Three-Month (13-Week) Period Ended

October 1, 2022

Gains and (Losses) on

Foreign Currency

Adjustment to Early

Hedging Derivatives

Gains (Losses)

Retiree Medical Plan

Total

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

$
50,200

$
(129,484
)

$
8,474

$
(70,810
)
Other comprehensive income (loss)
   before reclassifications

27,411

(43,843
)

-

(16,432
)
Amounts reclassified from accumulated
   other comprehensive income (loss)
   into earnings ⁽¹⁾

(16,311
)

-

-

(16,311
)
Net current-period other comprehensive
   income (loss)

11,100

(43,843
)

-

(32,743
)
Accumulated other comprehensive
   income (loss) at October 1, 2022

$
61,300

$
(173,327
)

$
8,474

$
(103,553
)


	Three-Month (13-Week) Period Ended
	April 1, 2023
	Gains and (Losses) on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gains (Losses)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at December 31, 2022	$	26,100		$	(180,216	)	$	16,599	$	(137,517	)
Other comprehensive income (loss) before reclassifications		(24,575	)		(3,441	)		-		(28,016	)
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (1)		175		-				-		175
Net current-period other comprehensive income (loss)		(24,400	)		(3,441	)		-		(27,841	)
Accumulated other comprehensive income (loss) at April 1, 2023	$	1,700		$	(183,657	)	$	16,599	$	(165,358	)


	Three-Month (13-Week) Period Ended
	April 2, 2022
	Gains and (Losses) on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gains (Losses)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at December 31, 2021	$	1,112		$	(124,868	)	$	8,474	$	(115,282	)
Other comprehensive income (loss) before reclassifications		53,476			22,692			-		76,168
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (1)		(5,390	)		-			-		(5,390	)
Net current-period other comprehensive income (loss)		48,086			22,692			-		70,778
Accumulated other comprehensive income (loss) at April 2, 2022	$	49,198		$	(102,176	)	$	8,474	$	(44,504	)

Nine-Month (39-Week) Period Ended

October 1, 2022

Gains and (Losses) on

Foreign Currency

Adjustment to Early

Hedging Derivatives

Gains (Losses)

Retiree Medical Plan

Total

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

$
1,112

$
(124,868
)

$
8,474

$
(115,282
)
Other comprehensive income (loss)
   before reclassifications

97,025

(48,459
)

-

48,566

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

(36,837
)

-

-

(36,837
)
Net current-period other comprehensive
   income (loss)

60,188

(48,459
)

-

11,729

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

$
61,300

$
(173,327
)

$
8,474

$
(103,553
)

(1)

~~(1)~~

Includes $(16,311) and $(36,837) net of tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net gains on commodity contracts in the third quarter and first nine months of 2022, respectively. The tax impact of those reclassifications was $(5,200) and $(11,700) in the third quarter and first nine months of 2022, respectively.

~~Table of Contents~~

Three-Month (13-Week) Period Ended

October 2, 2021

Gains and (Losses) on

Foreign Currency

Adjustment to Early

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
)
Other comprehensive income (loss)
   before reclassifications

19,057

(28,772
)

-

(9,715
)
Amounts reclassified from accumulated
   other comprehensive income (loss)
   into earnings ⁽²⁾

(2,457
)

-

-

(2,457
)
Net current-period other comprehensive
   income (loss)

16,600

(28,772
)

-

(12,172
)
Accumulated other comprehensive
   income (loss) at October 2, 2021

$
21,800

$
(114,367
)

$
6,666

$
(85,901
)

Nine-Month (39-Week) Period Ended

October 2, 2021

Gains and (Losses) on

Foreign Currency

Adjustment to Early

Hedging Derivatives

Gains (Losses)

Retiree Medical Plan

Total

Accumulated other comprehensive
  income (loss) at December 31, 2020

$
(4,700
)

$
(120,827
)

$
6,666

$
(118,861
)
Other comprehensive income (loss)
   before reclassifications

28,260

6,460

-

34,720

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

(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
)

~~(2)~~ Includes ~~$(2,457)~~$175 and ~~$(1,760) net of tax~~$(5,390) net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net ~~gains~~(gains)/losses on commodity contracts in the ~~third~~first quarter of 2023 and ~~first nine months of 2021,~~2022, respectively. The tax impact of those reclassifications was ~~$(800)~~$100 and ~~$(700)~~$(1,700) in the ~~third~~first quarter of 2023 and ~~first nine months~~2022, respectively.

14. Segments

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

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

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


	Three Months (13 Weeks) Ended
	April 1, 2023			April 2, 2022
Net sales to external customers:
Steel mills	$	4,979,257		$	6,518,609
Steel products		3,275,997			3,323,088
Raw materials		454,726			651,585
	$	8,709,980		$	10,493,282
Intercompany sales:
Steel mills	$	1,163,632		$	1,593,258
Steel products		100,361			134,706
Raw materials		3,170,892			3,546,519
Corporate/eliminations		(4,434,885	)		(5,274,483	)
	$	-		$	-
Earnings before income taxes and noncontrolling interests:
Steel mills	$	838,388		$	2,578,854
Steel products		970,802			684,867
Raw materials		58,140			95,853
Corporate/eliminations		(270,546	)		(461,459	)
	$	1,596,784		$	2,898,115


	April 1, 2023		Dec. 31, 2022
Segment assets:
Steel mills	$	14,053,600	$	14,157,229
Steel products		11,318,754		12,087,145
Raw materials		3,466,854		3,383,114
Corporate/eliminations		3,407,182		2,851,722
	$	32,246,390	$	32,479,210

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

Three Months (13 Weeks) Ended

Nine Months (39 Weeks) Ended

October 1, 2022

October 2, 2021

October 1, 2022

October 2, 2021

Net sales to external customers:

Steel mills

$
5,908,153

$
6,862,133

$
19,682,829

$
17,380,819

Steel products

4,087,107

2,744,279

11,253,143

6,795,441

Raw materials

505,495

706,811

1,852,539

1,943,267

$
10,500,755

$
10,313,223

$
32,788,511

$
26,119,527

Intercompany sales:

Steel mills

$
1,486,378

$
1,840,007

$
4,843,199

$
4,561,418

Steel products

139,146

93,910

391,141

245,523

Raw materials

3,690,120

4,355,702

11,382,329

12,011,705

Corporate/eliminations

(5,315,644
)

(6,289,619
)

(16,616,669
)

(16,818,646
)

$
-

$
-

$
-

$
-

Earnings before income taxes and
noncontrolling interests:

Steel mills

$
1,287,855

$
3,116,539

$
6,682,432

$
6,606,320

Steel products

1,196,845

368,595

3,011,644

839,737

Raw materials

279,189

161,870

638,640

505,248

Corporate/eliminations

(440,967
)

(777,897
)

(1,621,277
)

(1,758,204
)

$
2,322,922

$
2,869,107

$
8,711,439

$
6,193,101

The following tables disaggregate our revenue by major source for the ~~third~~first quarter of 2023 and ~~first nine months of~~ 2022 ~~and 2021~~ (in thousands):


	Three Months (13 Weeks) Ended October 1, 2022								Nine Months (39 Weeks) Ended October 1, 2022								Three Months (13 Weeks) Ended April 1, 2023
	Steel Mills		Steel Products		Raw Materials		Total		Steel Mills		Steel Products		Raw Materials		Total		Steel Mills		Steel Products		Raw Materials		Total
Sheet	$	2,712,426	$	-	$	-	$	2,712,426	$	9,511,822	$	-	$	-	$	9,511,822	$	2,102,694	$	-	$	-	$	2,102,694
Bar		1,761,335		-		-		1,761,335		5,581,529		-		-		5,581,529		1,598,128		-		-		1,598,128
Structural		785,930		-		-		785,930		2,352,322		-		-		2,352,322		638,307		-		-		638,307
Plate		648,462		-		-		648,462		2,237,156		-		-		2,237,156		640,128		-		-		640,128
Tubular Products		-		459,427		-		459,427		-		1,583,818		-		1,583,818		-		438,983		-		438,983
Rebar Fabrication		-		628,923		-		628,923		-		1,653,155		-		1,653,155		-		498,117		-		498,117
Joist		-		789,249		-		789,249		-		2,089,366		-		2,089,366		-		635,816		-		635,816
Deck		-		634,901		-		634,901		-		1,768,224		-		1,768,224		-		485,443		-		485,443
Other Steel Products		-		1,574,607		-		1,574,607		-		4,158,580		-		4,158,580		-		1,217,638		-		1,217,638
Raw Materials		-		-		505,495		505,495		-		-		1,852,539		1,852,539		-		-		454,726		454,726
	$	5,908,153	$	4,087,107	$	505,495	$	10,500,755	$	19,682,829	$	11,253,143	$	1,852,539	$	32,788,511	$	4,979,257	$	3,275,997	$	454,726	$	8,709,980


	Three Months (13 Weeks) Ended April 2, 2022
	Steel Mills		Steel Products		Raw Materials		Total
Sheet	$	3,183,063	$	-	$	-	$	3,183,063
Bar		1,827,731		-		-		1,827,731
Structural		783,271		-		-		783,271
Plate		724,544		-		-		724,544
Tubular Products		-		610,300		-		610,300
Rebar Fabrication		-		445,232		-		445,232
Joist		-		612,235		-		612,235
Deck		-		550,909		-		550,909
Other Steel Products		-		1,104,412		-		1,104,412
Raw Materials		-		-		651,585		651,585
	$	6,518,609	$	3,323,088	$	651,585	$	10,493,282

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 ~~$280.5~~$329.5 million as of ~~October~~April 1, ~~2022~~2023 ($~~251.9~~285.0 million as of December 31, ~~2021)~~2022) and are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

16. Earnings Per Share

The computations of basic and diluted net earnings per share for the ~~third~~first quarter of 2023 and ~~first nine months of~~ 2022 ~~and 2021~~ are as follows (in thousands, except per share ~~amounts)~~data):


	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended						Three Months (13 Weeks) Ended
	October 1, 2022			October 2, 2021			October 1, 2022			October 2, 2021			April 1, 2023			April 2, 2022
Basic net earnings per share:		��
Basic net earnings	$	1,694,748		$	2,127,743		$	6,351,604		$	4,577,043		$	1,136,542		$	2,095,623
Earnings allocated to participating securities		(6,893	)		(9,442	)		(26,238	)		(22,272	)		(3,413	)		(8,420	)
Net earnings available to common stockholders	$	1,687,855		$	2,118,301		$	6,325,366		$	4,554,771		$	1,133,129		$	2,087,203
Basic average shares outstanding		259,102			290,510			264,655			296,431			253,608			271,564
Basic net earnings per share	$	6.51		$	7.29		$	23.90		$	15.37		$	4.47		$	7.69
Diluted net earnings per share:
Diluted net earnings	$	1,694,748		$	2,127,743		$	6,351,604		$	4,577,043		$	1,136,542		$	2,095,623
Earnings allocated to participating securities		(6,872	)		(9,401	)		(26,145	)		(22,194	)		(3,392	)		(8,385	)
Net earnings available to common stockholders	$	1,687,876		$	2,118,342		$	6,325,459		$	4,554,849		$	1,133,150		$	2,087,238
Diluted average shares outstanding:
Basic average shares outstanding		259,102			290,510			264,655			296,431			253,608			271,564
Dilutive effect of stock options and other		424			642			584			497			789			530
		259,526			291,152			265,239			296,928			254,397			272,094
Diluted net earnings per share	$	6.50		$	7.28		$	23.85		$	15.34		$	4.45		$	7.67

~~The following stock options~~There wereno shares excluded from the computation of diluted ~~net~~ earnings per common share ~~for the third quarter and first nine months of 2022 and 2021~~ because their effect would have been ~~anti-dilutive (shares~~antidilutive in ~~thousands):~~either the first quarter of 2023 or the first quarter of 2022.

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

On April 25, 2022, Nucor redeemed all $500.0 million aggregate principal amount outstanding of the 2023 Notes using a portion of the net proceeds from the issuance and sale of the March 2022 Notes. On August 15, 2022, ~~Nucor redeemed all $600.0 million aggregate principal amount outstanding of the 2022 Notes using the remaining portion of the net proceeds from the issuance and sale of the March 2022 Notes.~~

On May 23, 2022, Nucor completed the issuance and sale of $500.0 million aggregate principal amount of its 3.950% Notes due 2025 (the “2025 Notes”) and $500.0 million aggregate principal amount of its 4.300% Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “May 2022 Notes”). ~~The net proceeds from the issuance and sale of the May 2022 Notes were used for general corporate purposes and to pay a portion of the purchase price for the acquisition of C.H.I. The n~~et proceeds from the issuance and sale of the May 2022 Notes were $991.9 million, after expenses and the underwriting discount. Costs of $5.9 million associated with the issuance and sale of the May 2022 Notes have been capitalized and will be amortized over the life of the May 2022 Notes.

~~On June 24, 2022, Nucor used cash on hand to acquire the assets of C.H.I. for a purchase price, net of cash acquired, of~~ ~~approximately $3.00~~ billion. C.H.I. is a leading manufacturer of overhead doors for residential and commercial markets in the United States and Canada. Commercial overhead doors are used in warehousing and retail, areas that Nucor has focused its attention on recently through other value-added products such as insulated metal panels (CENTRIA, Metl-Span and TrueCore brands) and steel racking solutions (Nucor Warehouse Systems). It is expected that the C.H.I. acquisition also will benefit from Nucor’s recent paint line investments at its Hickman, Arkansas and Crawfordsville, Indiana sheet mills. The C.H.I. business financial results are included as part of the steel products segment (see Note 14).

We allocated the purchase price for C.H.I. to its individual assets acquired and liabilities assumed. While the purchase price allocation is substantially complete, it is still preliminary and subject to change, including for the final working capital settlement.

~~The following table summarizes the fair values of the assets acquired and liabilities assumed of C.H.I. as of June 24, 2022, the date of acquisition (in thousands):~~

~~The following table summarizes the purchase price allocation to the identifiable intangible assets of C.H.I. as of June 24, 2022, the date of acquisition (in thousands, except years):~~

The goodwill of $1.04 billion is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel products segment (see Note 4). The goodwill is attributable to expected synergies within the steel products segment. Goodwill recognized for tax purposes was $5.6 million, all of which is deductible for tax purposes. ~~Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of C.H.I. and, therefore, this information is not presented.~~

On February 1, 2022, Nucor used cash on hand to acquire a 51% controlling ownership position in CSI by purchasing a 50% equity interest from a subsidiary of Vale S.A. for a cash purchase price of approximately $400.0 million, adjusted for net debt and working capital at closing, as well as a 1% equity interest from JFE Steel Corporation. CSI is a flat-rolled steel converter with the capability to produce more than two million tons of finished steel and steel products annually. The company has five product lines, including hot rolled, pickled and oiled, cold rolled, galvanized and electric resistance welded (“ERW”) pipe. Key end-use markets served by CSI include customers in the construction, service center and energy industries. We believe this acquisition helps give Nucor a strong presence in the Western region of the United States and grows our ability to produce a wide range of value-added sheet products. The CSI business financial results were included as part of the steel mills segment (see Note 14) beginning on February 1, 2022, the date Nucor acquired its 51% controlling ownership position.

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

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

The determination of the fair value of the noncontrolling interest was calculated using the implied value of 100% of the enterprise value of the business using the purchase price as the purchase price did not include a control premium on a per-share basis and the noncontrolling interest shareholder will participate equally in the economic benefits of CSI after the acquisition.

The goodwill of $62.0 million is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel mills segment (see Note 4). The goodwill is attributable to the assembled workforce acquired, expanding our Western United States presence and CSI’s value-added product capabilities. None of the goodwill is deductible for tax purposes.

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

~~Other smaller acquisitions in the first nine months of 2022, exclusive of purchase price adjustments made and net of cash acquired, totaled approximately $160.1 million.~~ Pro-forma results of operations for the Company would not be materially different if the aggregate acquisitions made during the first nine months of 2022 were included and, therefore, this information is not presented.

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

Certain statements made in this report, or in other public filings, press releases, or other written or oral communications made by Nucor, which are not historical facts are forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. The words “anticipate,” “believe,” “expect,” “intend,” “project,” “may,” “will,” “should,” “could” and similar expressions are intended to identify those forward-looking statements. These forward-looking statements reflect the Company’s best judgment based on current information, and, although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the projected results and expectations discussed in this report. Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: (1) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (2) U.S. and foreign trade policies affecting steel imports or exports; (3) the sensitivity of the results of our operations to general market conditions, and in particular, prevailing market steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (4) the availability and cost of electricity and natural gas, which could negatively affect our cost of steel production or result in a delay or cancellation of existing or future drilling within our natural gas drilling programs; (5) critical equipment failures and business interruptions; (6) market demand for steel products, which, in the case of many of our products, is driven by the level of nonresidential construction activity in the United States; (7) impairment in the recorded value of inventory, equity investments, fixed assets, goodwill or other long-lived assets; (8) uncertainties and volatility surrounding the global economy, including excess world capacity for steel production, inflation and interest rate changes; (9) fluctuations in currency conversion rates; (10) significant changes in laws or government regulations affecting environmental compliance, including legislation and regulations that result in greater regulation of greenhouse gas emissions that could increase our energy costs, capital expenditures and operating costs or cause one or more of our permits to be revoked or make it more difficult to obtain permit modifications; (11) the cyclical nature of the steel industry; (12) capital investments and their impact on our performance; (13) our safety performance; (14) our ability to integrate businesses we acquire; (15) the impact of the COVID-19 pandemic, ~~and~~ any variants of the ~~virus;~~virus, and any other similar pandemic or public health situation; and (16) the risks discussed in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2021~~2022 and elsewhere in this report.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this report, as well as the audited consolidated financial statements and the notes thereto, “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Nucor’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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.

products, wire and wire mesh, and utility towers and structures. 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 February 1, 2022, Nucor used cash on hand to acquire a 51% controlling ownership position in CSI for a cash purchase price of approximately $400.0 million, adjusted for net debt and working capital at closing. CSI is a flat-rolled steel converter with the capability to produce more than two million tons of finished steel and steel products annually. The company has five product lines, including hot rolled, pickled and oiled, cold rolled, galvanized and ERW pipe. Key end-use markets served by CSI include customers in the construction, service center and energy industries. We believe this acquisition helps give Nucor a strong presence in the Western region of the United States and grows our ability to produce a wide range of value-added sheet products. The CSI business financial results were included as part of the steel mills segment beginning on February 1, 2022, the date of the acquisition of Nucor’s 51% controlling ownership position.

On June 24, 2022, Nucor used cash on hand to acquire the assets of C.H.I. for a purchase price, net of cash acquired, of approximately $3.00 billion. C.H.I. is a leading manufacturer of overhead doors for residential and commercial markets in the United States and Canada. Commercial overhead doors are used in warehousing and retail, areas that Nucor has focused its attention on recently through other value-added products such as insulated metal panels (CENTRIA, Metl-Span and TrueCore brands) and steel racking solutions (Nucor Warehouse Systems). It is expected that the C.H.I. acquisition will also benefit from Nucor’s recent paint line investments at its Hickman, Arkansas and Crawfordsville, Indiana sheet mills. The C.H.I. business financial results are included as part of the steel products segment.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately ~~80%~~79%, ~~76% and 73%, respectively, in the first nine months of 2022 compared with approximately 96%, 77%~~65% and 75%, respectively, in the first ~~nine months~~quarter of ~~2021.~~2023 compared with approximately 77%, 73% and 72%, respectively, in the first quarter of 2022.

Nucor reported ~~consolidated~~ net earnings attributable to Nucor stockholders of ~~$1.69~~$1.14 billion, or ~~$6.50~~$4.45 per diluted share, ~~for~~in the ~~third~~first quarter of 2023. Nucor's earnings in the first quarter of 2023, which was the second most profitable first quarter in Company history, decreased compared to net earnings attributable to Nucor stockholders of $2.10 billion, or $7.67 per diluted share in the first quarter of 2022, which was the most profitable first quarter in Nucor's history.

The largest contributor to the decrease in earnings in the first quarter of 2023 as compared to ~~consolidated net earnings of $2.56 billion, or $9.67 per diluted share, for~~ the ~~second quarter of 2022, and $2.13 billion, or $7.28 per diluted share, for the third quarter of 2021. The second~~first quarter of 2022 was the ~~most profitable quarter in Nucor’s history, and the third quarter of 2021 was the most profitable quarter in Nucor’s history at that time.~~

~~The decline in third quarter of 2022 earnings as compared to the second quarter of 2022 was due primarily to the decreased earnings~~profitability of the steel mills segment. The ~~steel mills segment experienced lower shipping volumes in the third quarter of 2022 compared to the second quarter of 2022. Average selling prices~~decrease in the steel mills ~~segment decreased more rapidly than raw materials costs~~segment's earnings in the ~~third~~first quarter of 2023 as compared to the first quarter of 2022 ~~resulting~~was primarily due to lower average selling prices, with the largest and most impactful decrease at our sheet mills. Sheet mill pricing increased in ~~contracted metal margins when compared~~2022 by uncertainty, due in part to the ~~second~~conflict in Ukraine, which led to customers building up inventory levels in the first quarter of 2022. ~~The decreased shipping volumes~~Demand for sheet softened as 2022 progressed and ~~metal margin contractions were most pronounced at our sheet~~customers worked through their inventory, leading to significantly lower sales prices by the end of the year and ~~plate mills.~~ into the first quarter of 2023.

The steel products segment ~~reported another~~had a very strong first quarter of ~~profitability~~2023, with segment earnings increasing compared to the first quarter of 2022. Demand in nonresidential construction markets was robust in the ~~third~~first quarter of 2023, continuing the trend of strong market conditions in nonresidential construction markets we had throughout 2022. The primary driver of the increase in earnings of the steel products segment in the first quarter of 2023 compared to the first quarter of 2022 ~~due to continued robust demand~~was higher average selling prices.

Earnings in ~~nonresidential construction markets. The~~the raw materials ~~segment’s earnings increased~~segment decreased in the ~~third~~first quarter of ~~2022~~2023 as compared to the ~~second~~first quarter of 2022 due to the ~~increased profitability~~decreased performance of our ~~DRI facilities which more than offset declines at our~~ scrap processing and brokerage ~~and processing businesses.~~operations.

The decline in earnings in the third quarter of 2022 as compared to the third quarter of 2021 also was due primarily to the decreased earnings of the steel mills segment, which had decreased shipping volumes and average selling prices in the third quarter of 2022. The steel products segment earnings increased significantly in the third quarter of 2022 as compared to the third quarter of 2021 due to increased average selling prices and margin expansion. The earnings of the raw materials segment in the third quarter of 2022 as compared to the third quarter of 2021 increased due to the increased profitability of our DRI facilities.

Nucor reported consolidated net earnings of $6.35 billion, or $23.85 per diluted share, for the first nine months of 2022, which established a new record for earnings in the first nine months of a year. By comparison, Nucor reported consolidated net earnings of $4.58 billion, or $15.34 per diluted share, for the first nine months of 2021, which was the previous Company record for earnings in the first nine months of a year. Nucor had Company record-setting quarterly profitability in the first quarter of 2021, which increased significantly in the second half of 2021 due to strong demand in most of the end markets we serve and increased average selling prices. The trend of strong profitability continued into 2022, and began to decline in the third quarter of 2022, a trend that we expect to continue into the fourth quarter of the year. The primary driver for the increase in earnings in the first nine months of 2022 was the increased profitability of the steel products segment. After a strong year of profitability in 2021 fueled by robust demand in nonresidential construction markets, the steel products segment experienced increases in margin expansion due to higher average selling prices, particularly at our joist and deck businesses, in the first nine months of 2022. The profitability of the steel mills segment in the first nine months of 2022 increased from the first nine months of 2021, due to the much stronger start to 2022 as compared to the first nine months of 2021. The primary driver for the increase in the raw materials segment earnings in the first nine months of 2022 as compared to the first nine months of 2021 was the increased profitability of our DRI facilities.

The ongoing conflict in Ukraine, other geopolitical tensions and rapid U.S. and international monetary policy actions attempting to lower inflation likely mean tempered near-term demand and a stronger U.S. dollar, both of which are challenging elements for Nucor's customer base. Service centers in particular are cautious at this time, negatively impacting pricing and volumes for the steel mills segment. Even with this uncertainty, we believe that the medium- and long-term outlook for our business is positive. We continue to see good demand in our steel products segment largely due to nonresidential construction markets.

The following discussion provides a greater quantitative and qualitative analysis of Nucor’s performance in the ~~third~~first quarter ~~and first nine months~~ of ~~2022~~2023 as compared to the ~~third~~first quarter ~~and first nine months~~ of ~~2021.~~2022.

Net sales to external customers by segment for the ~~third~~first quarter of 2023 and ~~first nine months of~~ 2022 ~~and 2021~~ were as follows (in thousands):

Net sales for the third quarter of 2022 increased 2% from the third quarter of 2021. Average sales price per ton increased 14% from $1,438 in the third quarter of 2021 to $1,637 in the third quarter of 2022. Total tons shipped to outside customers in the third quarter of 2022 were 6,415,000 tons, an 11% decrease from the third quarter of 2021.

Net sales for the first ~~nine months~~quarter of ~~2022 increased 26%~~2023 decreased 17% from the first ~~nine months~~quarter of ~~2021.~~2022. Average sales price per ton ~~increased 39%~~decreased 18% from ~~$1,196~~$1,641 in the first ~~nine months~~quarter of ~~2021~~2022 to ~~$1,657~~$1,352 in the first ~~nine months~~quarter of ~~2022.~~2023. Total tons shipped to outside customers in the first ~~nine months~~quarter of ~~2022~~2023 were ~~19,786,000~~6,443,000 tons, a ~~9% decrease~~1% increase from the first ~~nine months~~quarter of ~~2021.~~2022.

In the steel mills segment, sales tons for the ~~third~~first quarter of 2023 and ~~first nine months of~~ 2022 ~~and 2021~~ were as follows (in thousands):

Net sales for the steel mills segment decreased ~~14%~~24% in the ~~third~~first quarter of ~~2022~~2023 from the ~~third~~first quarter of ~~2021,~~2022, due primarily to a 3%28% decrease in the average sales price per ton, from ~~$1,339~~$1,436 to ~~$1,296, and an 11% decrease~~$1,035, partially offset by a 6% increase in tons sold to outside customers.

Net sales for the steel mills segment increased 13% in the first nine months of 2022 from the first nine months of 2021, due to a 25% increase in the average sales price per ton from $1,112 to $1,388, partially offset by a 10% decrease in tons sold to outside customers.

Outside sales tonnage for the steel products segment for the ~~third~~first quarter of 2023 and ~~first nine months of~~ 2022 ~~and 2021~~ was as follows (in thousands):

Net sales for the steel products segment ~~increased 49%~~decreased 1% in the ~~third~~first quarter of 2023 compared to the first quarter of 2022, ~~compared to the third quarter of 2021,~~ due to an 8% decrease in shipping volumes, which was partially offset by a ~~51%~~7% increase in the average sales price per ton, from ~~$2,101~~$2,689 to ~~$3,167, which was partially offset by a 1% decrease in shipping volumes.~~$2,872. Average selling prices increased across most businesses within the steel products segment in the ~~third~~first quarter of ~~2022~~2023 as compared to the ~~third~~first quarter of ~~2021~~,2022, most notably at our joist and ~~deck businesses~~.

Net sales for the steel products segment increased 66% in the first nine months of 2022 compared to the first nine months of 2021, due to a 65% increase in the average sales price per ton, from $1,776 to $2,933. Average selling prices increased across all businesses within the steel products segment in the first nine months of 2022 as compared to the first nine months of 2021, most notably at our joist and deckinsulated metal panels businesses.

Net sales for the raw materials segment decreased ~~28%~~30% in the ~~third~~first quarter of 2023 compared to the first quarter of 2022, ~~compared to the third quarter of 2021,~~ due to decreases ~~for both DJJ brokerage and scrap processing operations~~ in average sales price per ton and tons shipped to outside ~~customers.~~customers for both DJJ brokerage and scrap processing operations. In the ~~third~~first quarter of ~~2022,~~2023, approximately ~~90%~~93% of outside sales for the raw materials segment were from the brokerage operations of DJJ, and approximately 6%4% of outside sales were from the scrap processing operations of DJJ (91% and 7%, respectively, in the ~~third~~first quarter of ~~2021)~~2022).

~~Net sales for the raw materials segment decreased 5% in the first nine months of 2022 compared to the first nine months of 2021, due to~~ decreased average sales price per ton in the scrap processing operations and decreased tons shipped to outside customers in both the DJJ brokerage and scrap processing operations. In the first nine months of 2022, approximately 91% of outside sales for the raw materials segment were from the brokerage operations of DJJ, and approximately 7% of outside sales were from the scrap processing operations of DJJ (90% and 8%, respectively, in the first nine months of 2021).

Nucor recorded gross margins of ~~$2.84~~$2.00 billion ~~(27%~~(23%) in the ~~third~~first quarter of ~~2022,~~2023, which was a decrease compared with ~~$3.41~~$3.46 billion (33%) in the ~~third~~first quarter of ~~2021.~~2022.

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 ~~2022~~2023 was ~~$502,~~$414, a 2%16% decrease compared to ~~$511~~$495 in the ~~third~~first quarter of ~~2021.~~2022. The decrease in scrap and scrap substitute cost was more than offset by decreased average selling prices, ~~and lower shipments to external customers,~~ resulting in lower total metal margins.

Scrap prices are driven by the global supply and demand for scrap and other iron-based raw materials used to make steel. ~~Scrap~~We are currently projecting stability in scrap prices as we enter the second quarter of 2023.

•

Pre-operating and start-up costs of new facilities were approximately $82 million in the first quarter of 2023 and approximately $62 million in the first quarter of 2022. Pre-operating and start-up costs in the first quarter of 2023 primarily included costs related to the plate mill in Kentucky and the construction of the sheet mill in West Virginia. Pre-operating and start-up costs in the first quarter of 2022 ~~scrap prices continue~~primarily included costs related to ~~decrease.~~

•

The decrease in total gross margin was partially offset by increases in gross margins in the steel products segment. The largest increases in gross margins in the steel products segment were at our joist, deck and building systems businesses. Demand in nonresidential construction markets continues to be strong. As we enter the fourth quarter of 2022, backlogs for the steel products segment are strong.

the sheet mill expansion and galvanizing line in Kentucky, the plate mill in Kentucky, and the galvanizing line at our sheet mill expansion in Arkansas. Nucor defines pre-operating and start-up costs, all of which are expensed, as the losses attributable to facilities or major projects that are either under construction or in the early stages of operation. Once these facilities or projects have attained a utilization rate that is consistent with our similar operating facilities, Nucor no longer considers them to be in start-up.

•

~~Pre-operating and start-up costs of new facilities were approximately $52 million in the third quarter of 2022 and approximately $36 million in the third quarter of 2021.~~ Pre-operating and start-up costs in the third quarter of 2022 and 2021 primarily included costs related to the plate mill being built in Kentucky, the galvanizing line at our sheet mill expansion in Arkansas, and the construction of the sheet mill in West Virginia. Nucor defines pre-operating and start-up costs, all of which are expensed, as the losses attributable to facilities or major projects that are either under construction or in the early stages of operation. Once these facilities or projects have attained a utilization rate that is consistent with our similar operating facilities, Nucor no longer considers them to be in start-up.

•

Gross ~~margins in the raw materials segment increased in the third quarterof 2022 as compared to the third quarter of 2021, primarily due to increased gross margins at our DRI facilities, which had strong profitability in the third quarter of 2022.~~

~~Nucor recorded gross~~ margins ~~of $10.41 billion (32%)~~in the raw materials segment decreased in the first ~~nine months~~quarter of 2023 as compared to the first quarter of 2022, ~~which was an increase compared with $7.50 billion (29%)~~primarily due to decreased average selling prices and tons shipped to outside customers in ~~the first nine months of 2021.~~

our scrap processing and brokerage operations.

•

~~The primary driver of the increase in gross margin in the first nine months of 2022 as compared to the first nine months of 2021 was gross margins in the steel products segment, which benefitted from higher average selling prices and continued robust demand in nonresidential construction markets.~~

•

The steel mills segment had increased gross margins in the first nine months of 2022 compared to the first nine months of 2021. The average scrap and scrap substitute cost per gross ton used in the first nine months of 2022 was $511, a 12% increase compared to $457 in the first nine months of 2021. The increase in scrap and scrap substitute cost was more than offset by increased average selling prices.

•

~~Pre-operating and start-up costs of new facilities increased to approximately $174 million in the first nine months of 2022 from approximately $76 million in the first nine months of 2021.~~ Pre-operating and start-up costs in the first nine months of 2022 and 2021 primarily included costs related to the plate mill being built in Kentucky, the sheet mill expansion in Kentucky, and the galvanizing line at our sheet mill expansion in Arkansas.

•

~~Gross margins in the raw materials segment increased in the first~~ ~~nine months~~ ~~of 2022 as compared to the first nine months of 2021,~~ ~~primarily due to increased gross margins at our DRI facilities~~ ~~and increased average selling prices for DJJ brokerage operations.~~

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Marketing, Administrative and Other Expenses

A major component of marketing, administrative and other expenses is profit sharing and other incentive compensation costs. These costs, which are based upon and fluctuate with Nucor’s financial performance, decreased by ~~$87.1 million in the third quarter of 2022 as compared to the third quarter of 2021, and increased by $179.7~~approximately $125.0 million in the first ~~nine months~~quarter of ~~2022~~2023 as compared to the first ~~nine months of 2021. The decrease in the third~~ quarter of ~~2022~~2022. The decrease was due to the Company’s decreased earnings in the ~~third~~first quarter of ~~2022 as compared to the third quarter of 2021. The increase in the first nine months of 2022 was due to Nucor’s increased profitability in the first nine months of 2022~~2023 as compared to the first ~~nine months~~quarter of ~~2021, which resulted in significantly increased accruals related to profit sharing.~~2022.

Equity in Losses/Earnings of Unconsolidated Affiliates

Equity in losses of unconsolidated affiliates was $1.3 million in the first quarter of 2023, and equity in earnings of unconsolidated affiliates was ~~$8.4 million and $32.5 million in the third quarter of 2022 and 2021, respectively, and $23.2 million and $65.1~~$7.7 million in the first ~~nine months~~quarter of ~~2022 and 2021, respectively.~~2022. The ~~decreases~~decrease in equity method investment earnings ~~were~~in the first quarter of 2023 as compared to the first quarter of 2022 was primarily due to ~~increased losses at Nucor-JFE, which is still in~~ the ~~start-up phase~~decreased results of ~~its operations.~~NuMit.

~~Losses on Assets~~18

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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.

Interest Expense (Income)

Net interest expense for the ~~third~~first quarter of 2023 and ~~first nine months of~~ 2022 ~~and 2021~~ was as follows (in thousands):


	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended						Three Months (13 Weeks) Ended
	October 1, 2022			October 2, 2021			October 1, 2022			October 2, 2021			April 1, 2023			April 2, 2022
Interest expense	$	54,569		$	43,908		$	162,159		$	122,539		$	62,682		$	44,076
Interest income		(12,222	)		(623	)		(18,914	)		(3,830	)		(52,499	)		(941	)
Interest expense, net	$	42,347		$	43,285		$	143,245		$	118,709		$	10,183		$	43,135

Interest expense increased in the ~~third~~first quarter ~~and first nine months~~ of ~~2022~~2023 compared to the ~~third~~first quarter ~~and first nine months~~ of ~~2021,~~2022, primarily due to ~~the following: an increase in average debt outstanding;~~ higher average interest rates on ~~debt; and approximately $9.3 million related to the early redemption of the 2023 Notes.~~variable rate debt. Interest income increased in the ~~third~~first quarter ~~and first nine months~~ of ~~2022~~2023 compared to the ~~third~~first quarter ~~and first nine months~~ of ~~2021~~2022 due to higher average interest rates on investments and an increase in average ~~investment levels.~~invested balances.

Earnings Before Income Taxes and Noncontrolling Interests

The table below presents earnings before income taxes and noncontrolling interests by segment for the ~~third~~first quarter of 2023 and ~~first nine months of~~ 2022 ~~and 2021~~ (in thousands). The changes between periods were driven by the quantitative and qualitative factors previously discussed.



	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended						Three Months (13 Weeks) Ended
	Oct. 1, 2022			Oct. 2, 2021			Oct. 1, 2022			Oct. 2, 2021			April 1, 2023			April 2, 2022
Steel mills	$	1,287,855		$	3,116,539		$	6,682,432		$	6,606,320		$	838,388		$	2,578,854
Steel products		1,196,845			368,595			3,011,644			839,737			970,802			684,867
Raw materials		279,189			161,870			638,640			505,248			58,140			95,853
Corporate/eliminations		(440,967	)		(777,897	)		(1,621,277	)		(1,758,204	)		(270,546	)		(461,459	)
	$	2,322,922		$	2,869,107		$	8,711,439		$	6,193,101		$	1,596,784		$	2,898,115

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Noncontrolling Interests

Noncontrolling interests represent the income attributable to the holders of noncontrolling interests in Nucor’s joint ventures, NYS and CSI. Nucor owns a 51% controlling interest in each of NYS and CSI. The ~~increase~~decrease in earnings attributable to noncontrolling interests in the ~~third~~first quarter ~~and first~~ ~~nine months~~ of ~~2022~~2023 as compared to the ~~third~~first quarter ~~and first~~ ~~nine months~~ of ~~2021~~2022 was due to the ~~increased~~decreased earnings of NYS ~~which was a result~~and CSI.

Distributions to noncontrolling interests exceeded the amount of earnings attributable to noncontrolling interests in the ~~increased metal margins, as well as~~first quarter of 2023 and 2022. Cumulative distributions to noncontrolling interests have not exceeded the cumulative earnings of ~~CSI, for which results were consolidated beginning on February 1, 2022, the date Nucor acquired its 51% controlling ownership position.~~both NYS and CSI.

Provision for Income Taxes

The effective tax rate for the ~~third~~first quarter of ~~2022~~2023 was ~~22.6%~~22.9% compared to ~~22.5%~~23.2% for the ~~third~~first quarter of ~~2021.~~2022. The expected effective tax rate for the full year of ~~2022~~2023 is approximately ~~22.6%~~23.0%.

We estimate that in the next 12 months our gross unrecognized tax benefits, which totaled ~~$136.9~~$151.0 million at ~~October~~April 1, ~~2022,~~2023, exclusive of interest, could decrease by as much as ~~$8.5~~$6.2 million as a result of the expiration of the statute of limitations and the closures of examinations, substantially all of which would impact the effective tax rate.

The IRS is currently examining Nucor’s 2015, 2019, and 2020 federal income tax returns. Nucor has concluded U.S. federal income tax matters for tax years through 2014, and for the tax years 2016 and 2018. The tax years 2017 and 2021 remain open to examination by the IRS. The 2015 ~~and 2018~~through 2021 Canadian income tax returns for Harris Steel Group Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 2016 through 2021 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada, Trinidad & Tobago, and other state and local jurisdictions).

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Net Earnings Attributable to Nucor Stockholders and Return on Equity

Nucor reported ~~consolidated~~ net earnings attributable to Nucor stockholders of ~~$1.69~~$1.14 billion, or ~~$6.50~~$4.45 per diluted share, in the ~~third~~first quarter of ~~2022~~2023 as compared to ~~consolidated~~ net earnings attributable to Nucor stockholders of ~~$2.13~~$2.10 billion, or ~~$7.28~~$7.67 per diluted share, in the ~~third~~first quarter of ~~2021.~~2022. Net earnings attributable to Nucor stockholders as a percentage of net sales were ~~16.1%~~13.0% and ~~20.6% in the third quarter of 2022 and 2021, respectively.~~

~~Nucor reported consolidated net earnings of $6.35 billion, or $23.85 per diluted share,~~20.0% in the first ~~nine months~~quarter of 2023 and 2022, as compared to consolidated net earnings of $4.58 billion, or $15.34 per diluted share, in the first nine months of 2021. Net earnings attributable to Nucor stockholders as a percentage of net sales were 19.4% and 17.5% in the first nine months of 2022 and 2021, respectively. Annualized return on average stockholders’ equity was ~~53.4%~~24.3% and ~~50.4%~~57.4% in the first ~~nine months~~quarter of 2023 and 2022, ~~and 2021,~~ respectively.

Outlook

We ~~continue to believe that 2022 will be the most profitable year for~~expect earnings in ~~Nucor’s history. As we approach~~ the ~~end~~second quarter of 2023 to increase compared to the ~~year, we are seeing increasingly challenging market conditions amid economic uncertainty.~~

first quarter of 2023. We expect ~~fourth quarter of 2022~~ earnings ~~to be decreased from the third quarter of 2022. In~~for the steel mills segment ~~we expect considerably lower earnings~~to improve in the ~~fourth~~second quarter of ~~2022~~2023 as compared to the ~~third~~first quarter of ~~2022~~2023, primarily due to ~~lower average selling prices and lower volumes, with the largest decrease in profitability expected~~margin expansion at our sheet mills. The steel products segment is expected to ~~have another~~deliver strong ~~quarter~~results in the ~~fourth~~second quarter of ~~2022,~~2023, but ~~the segment’s profitability is anticipated to decrease~~we believe it will moderate from the ~~third~~first quarter of ~~2022 primarily~~2023 due to ~~typical seasonality experienced in the fourth quarter.~~expected lower average selling prices offsetting higher volumes. The raw materials segment is expected to ~~have significantly decreased earnings~~improve in the ~~fourth~~second quarter of ~~2022~~2023 as compared to the ~~third~~first quarter of ~~2022~~2023 due to ~~decreased selling prices for raw materials.~~the improved profitability of our DRI facilities.

Nucor’s largest exposure to market risk is in our steel mills and steel products segments. Our largest single customer in the ~~third~~first quarter of ~~2022~~2023 represented approximately 5% of sales and has consistently paid within terms. In the raw materials segment, we are exposed to price fluctuations related to the purchase of scrap and scrap substitutes, pig iron and iron ore. Businesses within the steel mills segment account for the majority of the raw materials segment’s sales.

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Liquidity and Capital Resources

We believe our financial strength is a key strategic advantage among domestic steel producers, particularly during recessionary business cycles. We carry the highest credit ratings of any steel producer headquartered in North America, with an A- long-term rating from Standard & Poor’s, an A- rating from Fitch Ratings 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 ~~October~~April 1, ~~2022~~2023 remained strong, consisting of total cash and cash equivalents, short-term investments and restricted cash and cash equivalents of ~~$3.51~~$4.70 billion as of such date compared to ~~$2.76~~$4.94 billion as of December 31, ~~2021.~~2022. Of these totals, the amount of restricted cash and cash equivalents was ~~$79.9~~$81.1 million at ~~October~~April 1, ~~2022~~2023 and ~~$143.8~~$80.4 million at December 31, ~~2021~~. 2022. Approximately ~~$896.3~~$459.4 million of the cash and cash equivalents position at ~~October~~April 1, ~~2022,~~2023, was held by our majority-owned and controlled subsidiaries ~~including CSI which was acquired on February 1, 2022,~~ as compared to ~~$540.3 million~~$1.04 billion at December 31, ~~2021.~~2022.

Cash provided by operating activities was ~~$7.54~~$1.21 billion in the first ~~nine months~~quarter of ~~2022~~2023 as compared to ~~$3.62~~$2.47 billion in the first ~~nine months~~quarter of ~~2021.~~2022. The ~~$3.92~~$1.26 billion ~~increase~~decrease was primarily driven by net earnings before noncontrolling interests of ~~$6.75~~$1.23 billion for the first ~~nine months~~quarter of ~~2022, an increase~~2023, a decrease of ~~$1.97 billion over~~$995.5 million from net earnings inbefore noncontrolling interests for the prior year period of ~~$4.78~~$2.23 billion. In addition, changes in operating assets and operating liabilities (exclusive of acquisitions) ~~only~~ used cash of ~~$58.3~~$315.3 million in the first ~~nine months~~quarter of ~~2022 as compared to $2.04 billion in the first nine months of 2021.~~

The funding of our working capital in the first nine months of 2022 decreased by $1.98 billion over the first nine months of 2021 mainly due to the change in accounts receivable using $1.52 billion less cash and the change in inventories using $2.35 billion less cash as compared to the same period in 2021. The change in accounts receivable used cash of $104.8 million in the first nine months of 2022 as compared to $1.62 billion in the first nine months of 2021. The change in inventories provided cash of $371.1 million in the first nine months of 2022 as compared to using cash of $1.98 billion in the same period of 2021. These changes were offset by the changes in accounts payable, federal income taxes and salaries, wages and related accruals in the first nine months of 2022 as compared to the first nine months of 2021. The change in accounts payable used cash of $299.8 million~~in the first nine months of 2022~~2023 as compared to providing cash of ~~$343.0~~$6.7 million in the first ~~nine months~~quarter of ~~2021, a decrease of $642.8 million.~~2022. The change in federal income taxes, which is largely a function of the timing of federal tax payments, provided cash of $330.8 million in the first quarter of 2023 as compared to $672.1 million in the first quarter of 2022. The change in inventories used cash of ~~$302.3~~$138.7 millionin the first ~~nine months~~quarter of ~~2022~~2023 as compared to providing cash of ~~$262.2~~$124.2 million in the ~~first nine months~~same period of ~~2021, a decrease of $564.5 million.~~2022. The change in salaries, wages and related accruals ~~provided~~used cash of ~~$121.2~~$858.9 million in the first ~~nine months~~quarter of ~~2022~~2023 as compared to ~~$835.4~~$658.3 million in the same period of 2022. These changes were offset by the change in accounts payable, which provided cash of $394.6 millionin the first quarter of 2023 as compared to using cash of $165.5 million in the first ~~nine months of 2021, a decrease of $714.1 million, due primarily to the payout in the first nine months~~quarter of 2022, a change of ~~the incentive compensation for 2021, which was higher than the incentive compensation for 2020 that was paid out in the first nine months of 2021 due to higher earnings in 2021.~~$560.1 million.

The current ratio was ~~3.1~~3.7 at the end of the ~~third~~first quarter of ~~2022~~2023 and ~~2.5~~3.4 at year-end ~~2021.~~2022. The increase in the current ratio at the end of the ~~third~~first quarter of ~~2022~~2023 compared to year-end ~~2021~~2022 was due to the ~~increase in cash and cash equivalents and short-term investments and the~~$499.8 million, or 11.5%, decrease in ~~the~~ current ~~portion of long-term debt~~liabilities. The decrease in current liabilities was primarily due to the ~~payment of the $600.0~~$894.8 million ~~aggregate principal amount outstanding of the 2022 Notes~~decrease in salaries, wages and related accruals in the ~~third~~first quarter of ~~2022.~~2023 as compared to the first quarter of 2022, which was largely due to the largest profit sharing payment in Company history being made in the first quarter of 2023 (based on the Company's record earnings for the full year 2022).

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Cash used in investing activities during the first ~~nine months~~quarter of ~~2022~~2023 was ~~$4.99 billion~~$769.8 million as compared to ~~$2.38 billion~~$981.7 million in the prior year period,~~, an increase~~ a decrease of ~~$2.61 billion~~.$211.9 million. The primary reason for the ~~change~~decrease was ~~an increase~~a decrease in cash used for acquisitions (net of cash acquired) of ~~$2.20 billion for~~$347.2 million due to the ~~acquisitions~~acquisition of CSI on February 1, ~~2022 and C.H.I. on June 24,~~ 2022. There were no acquisitions in the first quarter of 2023. Cash used for capital expenditures of ~~$1.43 billion~~$531.7 million in the first ~~nine months~~quarter of ~~2022~~2023 increased by ~~$223.0~~$84.1 million over the same period of ~~2021~~2022. Capital expenditures in the first quarter of 2022 primarily ~~due~~related to the plate mill ~~under construction~~and tubular products facility being built in Kentucky, the sheet mill expansion in ~~Indiana~~South Carolina and the sheet mill under construction in West Virginia. Capital expenditures for ~~2022~~2023 are estimated to be approximately ~~$2.0~~$2.80 billion as compared to ~~$1.70~~$1.95 billion in ~~2021.~~2022. The projects that we anticipate will have the largest capital expenditures in ~~2022~~2023 are ~~the plate mill under construction in Kentucky, the sheet mill expansions in Kentucky and Indiana and~~ the sheet mill under construction in West Virginia, the micro mill being built in North Carolina, the sheet mill expansion in Indiana and the plate mill in Kentucky..

Cash used in financing activities during the first ~~nine months~~quarter of ~~2022~~2023 was ~~$1.93 billion~~$920.7 million as compared to ~~$1.95 billion~~$189.3 million in the first ~~nine months~~quarter of ~~2021.~~2022. The primary uses of cash ~~were: (i)~~were stock repurchases of ~~$2.36 billion~~$425.8 million in the first ~~nine months~~quarter of ~~2022~~2023 as compared to ~~$1.77 billion~~$905.3 million in the first ~~nine months of 2021, an increase of $586.1 million; (ii) repayments of long-term debt of $1.11 billion in the first nine months~~quarter of 2022, ~~(none in the same period~~a decrease of ~~2021);~~$479.5 million, and ~~(iii)~~ distributions to noncontrolling interests of ~~$300.8~~$337.8 million in the first ~~nine months~~quarter of ~~2022~~2023 as compared to ~~$120.6~~$211.6 million in the first ~~nine months~~quarter of ~~2021,~~2022, an increase of ~~$180.2~~$126.2 million. The primary change in the source of cash offsetting these uses of cash was proceeds from long-term debt, net of discount to the public, of ~~$2.09~~$1.09 billion in the first ~~nine months~~quarter of 2022 as compared to ~~$197.0million~~none in the first ~~nine months~~quarter of ~~2021, an increase of $1.89~~b~~illion.~~ 2023. In the first ~~nine months~~quarter of 2022, Nucor issued ~~$500.0~~$550.0 million aggregate principal amount of ~~the 2025~~its 3.125% Notes ~~$500.0 million aggregate principal amount of the 2027 Notes, $550.0 million aggregate~~

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~~principal amount of the~~due 2032 ~~Notes~~ and $550.0 million aggregate principal amount of ~~the 2052 Notes.~~its 3.850% Notes due 2052. On April 25, 2022, Nucor redeemed all $500.0 million aggregate principal amount outstanding of the 2023 Notes. On August 15, 2022, Nucor redeemed all $600.0 million aggregate principal amount outstanding of the 2022 Notes.

Nucor’s $1.75 billion revolving credit facility matures on November 5, ~~2026~~.2026. The revolving credit facility includes only one financial covenant, which is a limit of 60% on the ratio of funded debt to total capital. In addition, the revolving credit facility contains customary non-financial covenants, including a limit on Nucor’s ability to pledge the Company’s assets and a limit on consolidations, mergers and sales of assets. As of ~~October~~April 1, ~~2022,~~2023, the funded debt to total capital ratio was ~~26.3%~~25.1% and we were in compliance with all non-financial covenants under the revolving credit facility. No borrowings were outstanding under the revolving credit facility as of ~~October~~April 1, ~~2022.~~2023.

In ~~September 2022,~~February 2023, Nucor’s Board of Directors declared a quarterly cash dividend on Nucor’s common stock of ~~$0.50~~$0.51 per share payable on ~~November 10, 2022~~May 11, 2023 to stockholders of record on ~~September 30, 2022.~~March 31, 2023. This dividend is Nucor’s ~~198~~²⁰⁰th consecutive quarterly cash dividend.

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

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

Interest Rate Risk

Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. Nucor also occasionally makes use of interest rate swaps to manage net exposure to interest rate changes. Management does not believe that Nucor’s exposure to interest rate risk has significantly changed since December 31, ~~2021.~~2022. There were no interest rate swaps outstanding at ~~October~~April 1, ~~2022.~~2023.

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Commodity Price Risk

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

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

Nucor also periodically uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in the production process and to hedge a portion of our scrap, aluminum and copper purchases and sales. Gains and losses from derivatives designated as hedges are deferred in accumulated other comprehensive loss, net of income taxes in the condensed consolidated balance sheets and recognized in net earnings in the same period as the underlying physical transaction. At ~~October~~April 1, ~~2022,~~2023, accumulated other comprehensive loss, net of income taxes included ~~$61.3~~$1.7 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.

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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 1, ~~2022,~~2023, due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in thousands):


Commodity Derivative	10% Change		25% Change		10% Change		25% Change
Natural gas	$	20,325	$	50,813	$	14,420	$	36,040
Aluminum	$	5,573	$	16,194	$	7,642	$	19,107
Copper	$	995	$	2,485	$	2,520	$	6,307

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

Foreign Currency Risk

Nucor is exposed to foreign currency risk primarily through its operations in Canada, Europe and Mexico. We periodically use derivative contracts to mitigate the risk of currency fluctuations. Open foreign currency derivative contracts at ~~October~~April 1, ~~2022~~2023 were insignificant.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~October~~April 1, ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

2822

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

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

Item 1A. Risk Factors

There have been no material changes in Nucor’s risk factors from those included in “Item 1A. Risk Factors” in Nucor’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

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

Our share repurchase program activity for each of the three months and the quarter ended ~~October~~April 1, ~~2022~~2023 was as follows (in thousands, except per share ~~amounts)~~data):


	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)
January 1, 2023 - January 28, 2023		1,043	$	148.35		1,043	$	932,218
January 29, 2023 - February 25, 2023		808	$	167.55		808	$	796,710
February 26, 2023 - April 1, 2023		872	$	155.53		872	$	661,101
For the Quarter Ended April 1, 2023		2,723				2,723

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 3, 2022 - July 30, 2022

3,159

$
112.29

3,159

$
1,786,862

July 31, 2022 - August 27, 2022

1,415

$
138.40

1,415

$
1,590,971

August 28, 2022 - October 1, 2022

760

$
133.52

760

$
1,489,517

For the Quarter Ended October 1, 2022

5,334

5,334

(1)

Includes commissions of $0.47 per share.

(2)

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

~~(1)~~23

~~Includes commissions of $0.39 per share.~~

~~(2)~~

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

Table of Contents

Item 6. Exhibits


Exhibit No.		Description of Exhibit

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

3.1		Bylaws of Nucor Corporation, as amended and restated February 22, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed February 24, 2021 (File No. 001-04119))
31*		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.1*		Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

101*		Financial Statements (Unaudited) from the Quarterly Report on Form 10-Q of Nucor Corporation for the quarter ended ~~October~~April 1, ~~2022,~~2023, filed ~~November 9, 2022,~~May 10, 2023, formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.

104*		Cover Page from the Quarterly Report on Form 10-Q of Nucor Corporation for the quarter ended ~~October~~April 1, ~~2022,~~2023, filed ~~November 9, 2022,~~May 10, 2023, formatted in Inline XBRL (included in Exhibit 101 above).

*	~~Filed herewith.~~

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

* Filed herewith.

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

Table of Contents

SIGNATURES

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


	NUCOR CORPORATION

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

Dated: ~~November 9, 2022~~May 10, 2023

3125


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


	Oct. 1, 2022			Dec. 31, 2021			April 1, 2023			Dec. 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	3,049,864		$	2,364,858		$	3,800,034		$	4,280,852
Short-term investments		377,426			253,005			817,811			576,946
Accounts receivable, net		4,200,643			3,853,972			3,661,974			3,591,030
Inventories, net		6,046,235			6,011,182			5,590,852			5,453,531
Other current assets		682,289			316,540			445,714			789,325
Total current assets		14,356,457			12,799,557			14,316,385			14,691,684
Property, plant and equipment, net		9,440,074			8,114,818			9,862,987			9,616,920
Restricted cash and cash equivalents		79,880			143,800			81,145			80,368
Goodwill		3,917,452			2,827,344			3,914,908			3,920,060
Other intangible assets, net		3,392,941			1,103,759			3,263,385			3,322,265
Other assets		885,900			833,794			807,580			847,913
Total assets	$	32,072,704		$	25,823,072		$	32,246,390		$	32,479,210
LIABILITIES
Current liabilities:
Short-term debt	$	64,649		$	107,723		$	29,316		$	49,081
Current portion of long-term debt and finance lease obligations		28,994			615,678			25,133			28,582
Accounts payable		1,810,388			1,974,041			2,012,092			1,649,523
Salaries, wages and related accruals		1,613,387			1,495,166			759,403			1,654,210
Accrued expenses and other current liabilities		1,114,671			964,805			1,003,996			948,348
Total current liabilities		4,632,089			5,157,413			3,829,940			4,329,744
Long-term debt and finance lease obligations due after one year		6,617,030			4,961,410			6,616,498			6,613,687
Deferred credits and other liabilities		1,998,906			1,100,455			1,870,082			1,965,873
Total liabilities		13,248,025			11,219,278			12,316,520			12,909,304
Commitments and contingencies
EQUITY
Nucor stockholders' equity:
Common stock		152,061			152,061			152,061			152,061
Additional paid-in capital		2,128,521			2,140,608			2,168,770			2,143,520
Retained earnings		23,629,649			17,674,100			25,762,032			24,754,873
Accumulated other comprehensive loss, net of income taxes		(103,553	)		(115,282	)		(165,358	)		(137,517	)
Treasury stock		(8,098,221	)		(5,835,098	)		(8,900,124	)		(8,498,243	)
Total Nucor stockholders' equity		17,708,457			14,016,389			19,017,381			18,414,694
Noncontrolling interests		1,116,222			587,405			912,489			1,155,212
Total equity		18,824,679			14,603,794			19,929,870			19,569,906
Total liabilities and equity	$	32,072,704		$	25,823,072		$	32,246,390		$	32,479,210

	October 1, 2022		Dec. 31, 2021
Segment assets:
Steel mills	$	14,678,511	$	13,235,463
Steel products		12,556,428		7,845,010
Raw materials		3,616,466		3,870,806
Corporate/eliminations		1,221,299		871,793
	$	32,072,704	$	25,823,072

	Three Months (13 Weeks) Ended October 2, 2021								Nine Months (39 Weeks) Ended October 2, 2021
	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
Bar		1,633,641		-		-		1,633,641		4,409,798		-		-		4,409,798
Structural		765,440		-		-		765,440		1,862,176		-		-		1,862,176
Plate		819,453		-		-		819,453		2,009,487		-		-		2,009,487
Tubular Products		-		595,689		-		595,689		-		1,482,845		-		1,482,845
Rebar Fabrication		-		475,861		-		475,861		-		1,343,145		-		1,343,145
Joist		-		381,737		-		381,737		-		868,068		-		868,068
Deck		-		326,436		-		326,436		-		747,597		-		747,597
Other Steel Products		-		964,556		-		964,556		-		2,353,786		-		2,353,786
Raw Materials		-		-		706,811		706,811		-		-		1,943,267		1,943,267
	$	6,862,133	$	2,744,279	$	706,811	$	10,313,223	$	17,380,819	$	6,795,441	$	1,943,267	$	26,119,527


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


			Page
Part I	Financial Information

	Item 1	Financial Statements (Unaudited)

		Condensed Consolidated Statements of Earnings – Three Months (13 Weeks) Ended April 1, 2023 and N~~ine~~ ~~Months (39 Weeks) Ended October 1,~~April 2, 2022 ~~and October 2, 2021~~	1

		Condensed Consolidated Statements of Comprehensive Income – Three Months (13 Weeks) Ended April 1, 2023 and N~~ine~~ ~~Months (39 Weeks) Ended October 1,~~April 2, 2022 ~~and October 2, 2021~~	2

		Condensed Consolidated Balance Sheets – ~~October~~April 1, ~~2022~~2023 and December 31, ~~2021~~2022	3

		Condensed Consolidated Statements of Cash Flows – N~~ine~~Three Months ~~(39~~(13 Weeks) Ended ~~October~~April 1, ~~2022~~2023 and ~~October~~April 2, ~~2021~~2022	4

		Notes to Condensed Consolidated Financial Statements	5

	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1915

	Item 3	Quantitative and Qualitative Disclosures About Market Risk	2721

	Item 4	Controls and Procedures	2822

Part II	Other Information

	Item 1	Legal Proceedings	2923

	Item 1A	Risk Factors	2923

	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	2923

	Item 6	Exhibits	3024

Signatures			3125

	Nine-Month (39-Week) Period Ended
	October 1, 2022
	Gains and (Losses) on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gains (Losses)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at December 31, 2021	$	1,112		$	(124,868	)	$	8,474	$	(115,282	)
Other comprehensive income (loss) before reclassifications		97,025			(48,459	)		-		48,566
Amounts reclassified from accumulated other comprehensive income (loss) into earnings ⁽¹⁾		(36,837	)		-			-		(36,837	)
Net current-period other comprehensive income (loss)		60,188			(48,459	)		-		11,729
Accumulated other comprehensive income (loss) at October 1, 2022	$	61,300		$	(173,327	)	$	8,474	$	(103,553	)

Cash	$	159,066
Accounts receivable		73,549
Inventory		52,515
Other current assets		19,493
Property, plant and equipment		117,392
Goodwill		1,036,332
Other intangible assets		2,389,180
Other assets		9,559
Total assets acquired		3,857,086
Current liabilities		75,146
Deferred income taxes		579,559
Other liabilities		7,509
Total liabilities assumed		662,214
Net assets acquired	$	3,194,872

			Weighted-
			Average Life
Customer relationships	$	2,242,000	25 years
Trade name		147,000	13 years
	$	2,389,000

Cash	$	98,537
Accounts receivable		159,257
Inventory		354,614
Other current assets		5,298
Property, plant and equipment		566,714
Goodwill		62,011
Other intangible assets	—
Other assets		7,071
Total assets acquired		1,253,502
Current portion of long-term debt		9,826
Other current liabilities		162,808
Long-term debt due after one year		67,866
Other liabilities		139,947
Total liabilities assumed		380,447
Net assets acquired at 100%		873,055
Less: Fair value of noncontrolling interest		427,797
Net assets acquired at 51%	$	445,258