Nucor (NUE) 10-K risk factor changes: FY2022 vs FY2021

At December 31, [removed: 2021,] [added: 2022,] approximately [removed: 24%] [added: 20%] of Nucor’s long-term debt was in industrial revenue bonds that have variable interest rates that are adjusted weekly.

The remaining [removed: 76%] [added: 80%] of Nucor’s long-term debt was at fixed rates.

As of December 31, [removed: 2021,] [added: 2022,] there were no such contracts outstanding.

Natural gas produced by Nucor’s [removed: drilling] [added: 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.

At December 31, [removed: 2021,] [added: 2022,] accumulated other comprehensive loss, net of income taxes included [removed: $1.1] [added: $26.1] 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 [added: net] earnings each period.

The following table presents the negative effect on pre-tax earnings of a hypothetical change in the fair value of the derivative instruments outstanding at December 31, [removed: 2021,] [added: 2022,] due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in thousands):

Open foreign currency derivative contracts at December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] were insignificant.

| Natural gas | | $ | 14,180 | | | $ | 35,440 | |

| Aluminum | | | 6,341 | | | | 15,849 | |

| Copper | | | 2,042 | | | | 5,117 | |

| Natural gas | | $ | 19,288 | | | $ | 48,221 | |

| Aluminum | | | 7,249 | | | | 18,122 | |

| Copper | | | 4,081 | | | | 10,204 | |

In [removed: 2021,] [added: 2022,] we recycled approximately [removed: 20.4] [added: 17.8] million gross tons of scrap steel.

The steel mills segment is Nucor’s largest segment, representing [removed: 66%] [added: 58%] of the Company’s sales to external customers in the year ended December 31, [removed: 2021.][added: 2022.]

The markets for these products are largely tied to [removed: capital and] [added: nonresidential construction,] durable goods [removed: spending] and [added: capital spending that] are affected by changes in general economic conditions.

Nucor manufactures steel principally from scrap steel and scrap steel substitutes using electric arc furnaces [removed: (“EAFs”),] [added: (“EAFs”) along with] continuous casting and automated rolling mills.

The steel mills segment also includes Nucor’s equity method investments in NuMit LLC (“NuMit”) and Nucor-JFE Steel Mexico, S. de R.L. de C.V. [removed: (“Nucor-JFE”),] [added: (“NJSM”) (see “Steel joint ventures”- below),] as well as international trading and distribution companies that buy and sell steel manufactured by the Company and other steel producers.

The steel mills segment sold approximately [removed: 20,296,000] [added: 18,200,000] tons to outside customers in [removed: 2021.][added: 2022.]

[removed: ][added: ]

In [removed: 2021, 79%] [added: 2022, 78%] of the shipments made by our steel mills segment were to external customers.

The remaining [removed: 21%] [added: 22%] of the steel mills segment’s shipments went to our steel products segment.

| | • | *Sheet mills* - Nucor operates [removed: five] [added: six] strategically located sheet mills that utilize thin slab casters to produce flat-rolled steel for automotive, appliance, construction, pipe and tube and many other industrial and consumer applications. Considering Nucor’s production capabilities and the mix of flat-rolled products generally produced and marketed, the capacity of the sheet mills is estimated at approximately [removed: 11,300,000] [added: 13,800,000] tons per year. All of our sheet mills are equipped with galvanizing lines and four of them are equipped with cold rolling mills for [removed: the] further processing of hot-rolled sheet steel. |

We estimate that greater than [removed: 80%] [added: 85%] of our sheet steel sales in [removed: 2021] [added: 2022] were to contract customers.

The [removed: amount] [added: number] of tons sold to contract customers at any given time depends on a variety of factors, including our consideration of current and future market conditions, our strategy to appropriately balance spot and contract tons in a manner to meet our customers’ requirements while considering the expected profitability, our desire to sustain a diversified customer base, and our end-use customers’ perceptions about future market conditions.

| | • | *Structural mills* - Nucor operates two structural mills that produce wide-flange steel beams, pilings and heavy structural steel products for fabricators, construction companies, manufacturers and steel service centers. Nucor owns a 51% interest in Nucor-Yamato Steel Company (Limited Partnership) (“Nucor-Yamato”) located in Blytheville, Arkansas. Nucor-Yamato is the only North American producer of high-strength, low-alloy beams. Common applications for the high-strength, low-alloy beams include gravity columns for high-rise buildings, long-span trusses for stadiums and convention centers, and for all projects where seismic design is a critical factor. The benefits of [removed: high strength, low alloy] [added: high-strength, low-alloy] beams are increasingly recognized by Nucor’s customers in the construction sector. These include savings in terms of construction time, weight, space, and overall environmental impact. Nucor sells its high-strength, [removed: low alloy] [added: low-alloy] beams under the trade name AEOSTM. |

| | • | *Plate mills -* Nucor operates three plate mills that produce plate for manufacturers of barges, bridges, heavy equipment, rail cars, refinery tanks, ships, wind towers and other items. Our products are further used in the pipe and tube, pressure vessel, transportation and [removed: construction industries. Considering Nucor’s production capabilities and the mix of plate products generally produced and marketed, the capacity of the plate mills is estimated at approximately 2,925,000 tons per year. Nucor is currently constructing a state-of-the-art plate mill in Brandenburg, Kentucky with an anticipated start-up date of late 2022.] |

Nucor owns a 50% economic and voting interest in [removed: Nucor-JFE,] [added: NJSM,] a joint venture with JFE Steel Corporation (“JFE”) of Japan that operates a galvanized sheet steel plant in central Mexico [added: with an annual capacity of approximately 400,000 tons,] that is expected to supply the country’s automotive [removed: market with an annual capacity of approximately 400,000 tons.][added: market.]

In the steel products segment, Nucor produces [added: steel joists and joist girders, steel deck,] hollow structural section (“HSS”) steel tubing, electrical conduit, [removed: steel racking, steel joists and joist girders, steel deck,] fabricated concrete reinforcing steel, cold finished steel, steel fasteners, [added: steel grating and expanded metal, wire and wire mesh,] metal building systems, insulated metal panels, steel [removed: grating] [added: racking, overhead doors,] and [removed: expanded metal,] [added: utility towers] and [removed: wire] [added: structures for communications] and [removed: wire mesh.][added: energy transmission.]

[removed: Total] [added: Its] annual [removed: NTP] capacity is [added: estimated at] approximately [removed: 1,500,000] [added: 2,500,000] tons.

| | • | *Rebar fabrication* [removed: -] [added: – Nucor] Harris [removed: Steel] [added: Rebar] (“Harris”) fabricates, installs and distributes rebar for a wide variety of construction work classified as infrastructure (e.g., highways, bridges, reservoirs, utilities and airports) and various building projects, including [added: manufacturing facilities, warehouses, data centers,] hospitals, schools, stadiums, commercial office buildings and multi-tenant residential construction. We sell and install fabricated reinforcing products primarily on a construction contract bid basis. |

Total annual rebar fabrication capacity is approximately [removed: 1,686,000] [added: 1,736,000] tons.

| | • | *Vulcraft/Verco* – The Vulcraft/Verco group is the nation’s [removed: largest producer and] leading [removed: innovator] [added: producer] of open-web steel joists, joist girders and steel decking, which are used primarily for nonresidential building construction. Steel joists and joist girders are produced and marketed throughout the United States by seven domestic Vulcraft facilities. The Vulcraft/Verco group’s steel decking is produced and marketed throughout the United States by nine domestic plants. Six of these plants are adjacent to Vulcraft joist facilities. The Vulcraft/Verco group also has two plants in [removed: Canada, one] [added: Canada—one] in Eastern Canada and one in Western [removed: Canada, that] [added: Canada—that] produce both joist and deck. The annual joist production capacity is approximately 745,000 tons and the annual deck production capacity is approximately 560,000 tons. |

| | • | *Piling products -* Skyline Steel LLC and its subsidiaries (“Skyline”) are primarily a steel foundation distributor serving the North American market. Skyline distributes products to service marine construction, bridge and highway construction, heavy civil construction, [removed: storm] [added: flood] protection, underground commercial parking and environmental containment projects in the infrastructure and construction industries. Skyline also manufactures a complete line of geostructural foundation solutions, including threaded bar, micropile, strand anchors and hollow bar. It also processes and fabricates spiral weld pipe piling, rolled and welded pipe piling, [added: and] cold-formed sheet [removed: piling and threaded bar.] [added: piling.] |

| | • | *Cold finish* - Nucor Cold Finish (“NCF”) is the largest and most diversified producer of cold finished bar products for a wide range of industrial markets in North America, with assets in Canada, Mexico and throughout the United States. The total capacity of the Nucor cold finished bar and wire facilities [removed: exceeds] [added: is] approximately 1,069,000 tons per year. |

[removed: These bars are purchased by the appliance,] automotive, construction equipment, electric motor, farm machinery and fluid power industries, as well as by service centers.

POK produces a wide array of precision castings using steel, bronze, iron and specialty [removed: exotic] alloys.

POK complements NCF’s businesses and Nucor’s cold finish facility in [removed: Monterrey.][added: Monterrey, Mexico.]

| | • | *Buildings group* – [added: The] Nucor [added: Buildings group is the nation’s leading supplier of pre-engineered metal buildings. Nucor] produces metal buildings and components throughout the United States under the following brands: Nucor Building Systems, American Buildings Company, Kirby Building Systems and CBC Steel Buildings. In total, the Nucor Buildings group currently has an annual capacity of approximately 360,000 tons. |

| | • | *Steel [removed: mesh, grating] [added: mesh] and fasteners* – Nucor manufactures wire [removed: products, grating] [added: products] and industrial fasteners. |

Our grating business manufactures and fabricates steel [removed: and aluminum] bar grating products at facilities located in North America and serves the new construction and maintenance-related markets.

The annual production capacity for our grating business is approximately [removed: 46,500] [added: 48,500] tons.

The raw materials segment also includes our natural gas [removed: drilling operations.][added: production operations and our industrial gas business, Universal Industrial Gases.]

Nucor’s raw materials investments are focused on creating an advantage for its steelmaking operations, through a global information network and a multi-pronged and flexible approach to [removed: metallics] [added: raw materials] supply.

| | • | *Scrap recycling and brokerage operations* - DJJ operates six regional scrap recycling companies across the United States that together have shredders capable of processing approximately [removed: 5,478,000] [added: 5,824,000] tons of ferrous scrap annually. DJJ’s scrap recycling operations use industry-leading expertise and technology to maximize metal recovery and minimize waste. [removed: DJJ also operates 12 self-serve used auto parts stores called U Pull-&-Pay that complement its recycling operations.] |

In [removed: 2021,] [added: 2022,] approximately [removed: 9%] [added: 8%] of the ferrous and nonferrous metals and scrap substitute tons we brokered and processed were sold to external customers.

| | • | *Direct reduced iron operations -* DRI is a substitute material for high-quality grades of scrap and pig iron. Nucor operates two DRI plants with a combined annual capacity of approximately 4,500,000 metric tons of material with world-class metallization rates and carbon content. Nucor’s wholly owned subsidiary, Nu-Iron Unlimited, is [added: located] in Trinidad and benefits from a low-cost supply of natural gas and favorable logistics for inbound iron ore and shipment of DRI to the United States. Nucor’s second DRI plant in Louisiana also benefits from favorable logistics and proximity to its steel mill customers. |

| | • | *Natural [removed: gas drilling programs*] [added: gas* *production* *programs*] - Nucor owns [added: operating wells and] leasehold interests in natural gas properties in the Piceance Basin in the Western Slope of Colorado. |

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

| | • | *Universal Industrial Gases [removed: (UIG)*] [added: (“UIG”)*] – Nucor acquired UIG in 2019 so that we would have the capability to build and operate our own air separation units (“ASU”) to serve our steel mills, providing us with an alternative to long term service contracts with outside providers. Where economies of scale and regional market conditions warrant, we can also sell excess output from these plants on a merchant basis. [removed: We have one ASU in operation at our plate mill in Hertford County, North Carolina] [added: As of December 31, 2022, Nucor had five industrial gas plants operating,] and [removed: three additional stand-alone facilities that are currently operating. Three more facilities are currently under construction] [added: five others] at [removed: Nucor facilities.] [added: various stages of commissioning, construction, or planning.] |

Our largest single customer in [removed: 2021] [added: 2022] represented approximately 5% of sales and consistently pays within terms.

Products from our steel mills and steel products [removed: segment] [added: segments] are used in a variety of nonresidential construction applications (e.g., commercial, [removed: industrial,] [added: industrial and] infrastructure).

In recent years we have come to see our EAF-based steelmaking method, with its lower [removed: greenhouse gas (“GHG”)] [added: GHG] intensity when compared with blast furnace [removed: technology,] [added: technology reliant on mined or extracted virgin iron ore and coking coal,] as a competitive advantage for reasons beyond its flexible, highly variable cost base.

In recent years we have embarked on a strategy to advance Nucor’s growth and further its value creation, as summarized in our Mission Statement: Grow the Core, Expand Beyond and Live Our Culture.

We have examined and prioritized high return on investment growth opportunities across our core steelmaking, steel products and raw materials operations, and we have identified and executed on several acquisitions and investments to expand the products and services we offer beyond our traditional capabilities.

We believe that the Expand Beyond growth opportunities we are pursuing leverage our core competency as a highly efficient, industrial manufacturer working primarily with steel and steel products, while positioning us to generate attractive profit margins and returns on our invested capital selling products into growing end markets.

Our business strategy shapes “what” we do, while the Nucor Way shapes “how” we go about doing it.

We believe adherence to the key tenets of our culture as reflected in the Nucor Way is a powerful differentiator for Nucor and positions the Company favorably to deliver ongoing stockholder value to our investors.

In April 2022, Nucor announced that it will build its new rebar micro mill, with spooling capabilities, in Lexington, North Carolina.

The new micro mill is currently under construction.

In January 2022, Nucor announced it had selected Mason County, West Virginia as the site for its new 3-million-ton state-of-the-art sheet mill.

When operational, the new mill will be equipped to produce 84-inch sheet products, and among other features, will include a 76-inch tandem cold mill and two galvanizing lines capable of producing advanced high-end automotive and construction grades.

| | | construction industries. Considering Nucor’s production capabilities and the mix of plate products generally produced and marketed, the capacity of the plate mills is estimated at approximately 2,925,000 tons per year. |

Nucor completed construction on a state-of-the-art plate mill in Brandenburg, Kentucky that rolled its first plate in December 2022.

Final commissioning of the mill and the shipment of its first tons to customers are expected to occur in the first quarter of 2023.

Our capabilities in insulated metal panels, steel racking, overhead doors and towers and structures have all been acquired over the past several years as part of our Expand Beyond strategy, which we believe can enhance our profit margins, return on invested capital and free cash flow generation and, over time, accelerate our overall growth while reducing the volatility of our earnings.

We are confident that in each of these businesses we can readily leverage our core competencies as a highly efficient manufacturer of steel products, as well as our inclusive, safety-focused, performance-oriented culture.

Except for our overhead doors business, which at present is focused primarily on the garage door repair and replacement market, our steel products businesses primarily serve the nonresidential construction and infrastructure markets.

We make these products to our customers’ specifications and typically deliver them directly to a construction site according to a prearranged schedule and sequence.

These bars are purchased by the appliance,

| | • | *Insulated metal panels (“IMP”)* – We established this business with the acquisition of Truecore, LLC (“TrueCore”) in 2019, and in August 2021, expanded significantly by purchasing the assets of the IMP business of Cornerstone Building Brands, Inc., which was comprised of two industry leading brands, CENTRIA and Metl-Span. We believe these acquisitions will broaden the value-added solutions that the Nucor Buildings group can provide to targeted end markets such as warehousing, distribution and data centers. We expect these end-use markets to continue to grow in the coming years and that the use of IMP products within them will also increase. IMPs facilitate cost-effective climate control in the built environment and reduce energy usage and overall operations related greenhouse gas (“GHG”) emissions for owners and lessees. |

| | • | *Nucor Warehouse Systems* – In April 2022, Nucor purchased the steel racking manufacturer, Elite Storage Solutions. This acquisition combined with Nucor’s initial steel racking business, Hannibal Industries, Inc. (“Hannibal”), form the Nucor Warehouse Systems (“NWS”) group. NWS produces and installs custom designed steel racking systems for a variety of applications, including data centers and warehouses. NWS has three manufacturing locations and has an annual production capacity of approximately 168,000 tons. |

| | • | *Overhead doors* – In June 2022, Nucor acquired C.H.I. Overhead Doors, LLC (“CHI”), a leading manufacturer of overhead doors for residential and commercial markets in the United States and Canada. We intend to grow CHI’s business by gaining further market share in both |

| | | residential and commercial markets, and believe that by leveraging Nucor’s existing sales channels into the broader nonresidential construction market we can facilitate CHI’s continuing growth. CHI has two manufacturing locations. |

| | • | *Towers & Structures* – In August 2022, Nucor acquired Summit Utility Structures LLC and a related company, Sovereign Steel Manufacturing LLC. These companies form Nucor Towers & Structures (“NTS”). NTS produces metal poles and other steel structures for utility infrastructure and highway signage. NTS has one manufacturing location and an annual production capacity of approximately 10,000 tons. |

In December 2022, Nucor announced it will build two new manufacturing locations to expand NTS at to be determined locations in the Midwest and Southeast.

| | • | Our ElcyonTM line of sustainable heavy gauge steel plate product will be made specifically for America’s offshore wind energy producers. We launched ElcyonTM in January 2023 and will manufacture this product at our new plate mill in Brandenburg, Kentucky. |

increase our exposure to markets with attractive growth prospects, such as datacenters, warehouses and renewable energy.

| | • | In January 2022, Nucor announced that its new state-of-the-art sheet mill will be located in Mason County, West Virginia. As of February 2023, Nucor had determined that constructing the mill would require a net cash outlay of approximately $3.1 billion for the West Virginia sheet mill, an increase from its original estimate of $2.7 billion when the project was first announced. The revised $3.1 billion estimate is net of $275 million in cash proceeds received from the State of West Virginia for costs related to the site location. Factors contributing to the increased capital cost include general inflation, the acquisition of additional property and equipment, and expanded port and rail infrastructure requirements. As of February 2023, Nucor had received all required state permits and was working to secure federal permits. Construction of the new sheet mill is expected to take two to three years following receipt of all necessary permits. |

Nucor Steel West Virginia (“NSWV”) is expected to have an annual production capacity of approximately 3,000,000 tons.

These were largely to further the Expand Beyond component of our strategy.

In April 2022, Nucor expanded its steel racking capabilities by acquiring Elite Storage Solutions for $75 million.

This acquisition combined with Nucor’s initial steel racking business, Hannibal, form the NWS group.

| | • | In June 2022, Nucor completed the largest acquisition in its history with the purchase of CHI for approximately $3 billion. CHI 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 and steel racking solutions. It is expected that the CHI acquisition also will benefit from supply chain efficiencies due to Nucor’s recent paint line investments at its Hickman, Arkansas and Crawfordsville, Indiana sheet mills. |

CHI has approximately 750 teammates across two manufacturing plants in Arthur, Illinois, and Terre Haute, Indiana, and regional warehouses located in California, Colorado, New Hampshire and New Jersey.

With a highly diversified national customer network of professional garage door dealers, CHI is able to maintain minimal inventory levels and realize industry-leading fulfillment times, while providing direct delivery to customers.

In January 2023, Fitch Ratings initiated coverage of Nucor and established new long-term and short-term credit ratings of A- and F1, respectively.

An OECD report states that in Asia and Latin America 75 percent of the new capacity coming online between 2023 and 2025 will be blast furnace steel mills.

Other regions of the world are not expected to see new blast furnace projects in those years.

China continues to be the largest steel producing country.

In 2022, despite Covid-19 lockdowns and the slowest economic growth in half a century, China still produced 1.11 billion tons of steel, down slightly from its all-time record.

According to OECD, state-owned Chinese steel companies are involved in 13 cross-border steel investments and are part of nine joint venture investments outside of the country.

Most of these projects are in Asia and Africa.

The following chart shows our outside steel shipments by end market:

In December 2021, Nucor announced that it expects to build a rebar micro mill at a to-be-determined location in the South Atlantic region.

In January 2022, Nucor announced that it expects to build a new, state-of-the-art sheet mill in West Virginia.

In February 2022, Nucor completed its acquisition of a majority ownership position in California Steel Industries, Inc. (“CSI”), a flat-rolled steel converter, based in Fontana, California, expanding the reach of Nucor’s sheet mill group to the west coast of the United States.

These products are sold primarily for use in nonresidential construction applications.

In August 2021, Nucor acquired Hannibal Industries, Inc. (Hannibal), a leading national provider of steel racking solutions.

In March 2021, Nucor announced that it expects to build a new tube mill on the site of its Kentucky sheet mill.

We make these products to the customers’ specifications and do not sell these finished steel products out of inventory.

| | • | *Insulated Metal Panels* – In August 2021, Nucor purchased the assets of the insulated metal panels business (“IMP”) of Cornerstone Building Brands, Inc. (“Cornerstone”), which is comprised of two industry leading brands, CENTRIA and Metl\-Span. This acquisition, combined with Nucor’s existing IMP business, TrueCore, LLC (“TrueCore”), form the Nucor Insulated Panel Group. The Nucor Insulated Panel group has nine manufacturing locations and has an annual capacity of approximately 92,000 tons. |

| | • | In January 2022, Nucor announced that its new state-of-the-art sheet mill will be located in Mason County, West Virginia. Nucor’s West Virginia mill will have an annual capacity of 3,000,000 tons, with related total expected capital expenditures of approximately $2.70 billion. Construction is expected to take two years pending permit and regulatory approvals. |

Its annual capacity is estimated at more than 2,000,000 tons.

The significant developments in Nucor’s business in recent years have largely been driven by our capital allocation strategy.

However, additional capacity continues to come online and China’s steel production, the largest steel producing country, is still near record levels.

In 2021, China’s steel production was 1.13 billion tons compared to the record amount of 1.16 billion tons the previous year.

State-owned Chinese steel companies are involved in new steel capacity projects in Indonesia, the Philippines and Malaysia.

The South East Asia Iron and Steel Institute (SEAISI) has estimated that by 2026 there will be significant production overcapacity in the region, noting it will take 20 years for demand to catch up with the projected capacity levels.

Strong trade enforcement has led to a structural change in the U.S. steel market.

In November 2021, the U.S. government reached an agreement with Europe to end the Section 232 imports on steel from the European Union and replace them with a tariff rate quota.

The U.S. government is also negotiating potential deals to end the tariffs with the United Kingdom and Japan.

At the end of 2021, Congress passed a significant infrastructure spending bill.

The bill will result in an estimated 4 million to 6 million tons of additional steel demand per year, and contains strong Buy America requirements to ensure domestically produced steel is used to rebuild U.S. infrastructure.

Approximately 50% of Nucor products are shipped into the construction market, and Nucor’s lower carbon footprint is expected to provide an additional advantage as states and localities look to rebuild infrastructure in a sustainable manner.

The increase in backlogs for the steel products segment is due to several businesses within the steel products segment having record backlog volume and pricing at December 31, 2021.

Our steel mills utilize EAFs for 100% of their steel production, with approximately 50% of their total energy consumed as electricity.

Nucor has full discretion on its participation in all future drilling capital investments.

We are also optimistic about the related demand for our products as transmission grid upgrades are executed and newer power generation assets are developed using steel.

We are evaluating and considering similar transactions.

In comparison to blast furnaces, emissions of sulfur oxides from EAFs are approximately 14% of the amount emitted from blast furnaces.

EAFs emit less than 1% of the particulate emissions compared to blast furnace operations.

Importantly, EAF emissions of GHGs per ton of steel average less than half of the rates typically generated by blast furnaces.

Since 2011, automobile producers have begun taking steps towards complying with new Corporate Average Fuel Economy mileage requirements for new cars and light trucks that they produce.

As automobile producers work to produce vehicles in compliance with these new standards, they may seek to reduce the amount of steel they incorporate in their vehicles, require different types or higher grades of steel products, or begin utilizing alternative materials in cars and light trucks to improve fuel economy, thereby reducing their demand for steel.

Certain automakers have begun to use greater amounts of aluminum and smaller proportions of steel in some models since 2015.

Additional shifts in demand for steel products by automobile producers could materially adversely affect our business, results of operations, financial condition and cash flows.

For example, we source a substantial amount of our scrap and scrap substitutes from countries in Europe such as Russia and Ukraine.

If political conditions in those countries or their relations with the United States or each other further deteriorate, or such countries were to become subject to sanctions or other restrictions or interruptions in trade with the United States, it may materially affect the price and availability of scrap and scrap substitutes.

Capital expenditures at our facilities that are associated with environmental regulation compliance for 2022 and 2023 are estimated to be less than $100 million per year.

Currently, the federal government is considering similar legislation.

To provide for greater product transparency, Nucor contracted an independent, third-party to evaluate and publish EPDs for many of its products.

Nucor’s EPDs extend beyond what is required under the “Buy Clean California Act”, which requires EPDs for four steel products.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ [removed: to________] [added: to ________] |

The aggregate market value of the registrant’s common stock held by non-affiliates was approximately [removed: $28.21] [added: $27.49] billion based upon the closing sales price of the registrant’s common stock on the last business day of the registrant’s most recently completed second fiscal quarter, July [removed: 3, 2021.][added: 2, 2022.]

The number of shares of the registrant’s common stock outstanding as of February [removed: 18, 2022] [added: 21, 2023] was [removed: 269,124,863.][added: 251,929,269.]

Portions of the registrant’s definitive proxy statement to be filed with the [added: United States] Securities and Exchange Commission in connection with the registrant’s [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference in Part III of this report to the extent described herein.

| | | Item 1A. | | [Risk Factors](#ITEM_1A_RISK_FACTORS) | | | [removed: 18] [added: 19] | |

| | | Item 1B. | | [Unresolved Staff Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | | | [removed: 24] [added: 25] | |

| | | Item 2. | | [Properties](#ITEM_2_PROPERTIES) | | | [removed: 25] [added: 26] | |

| | | Item 3. | | [Legal Proceedings](#ITEM_3_LEGAL_PROCEEDINGS) | | | [removed: 26] [added: 27] | |

| | | Item 4. | | [Mine Safety Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES) | | | [removed: 26] [added: 27] | |

| | | [Information About Our Executive Officers](#INFORMATION_ABOUT_OUR_EXECUTIVE_OFFICERS) | | | | | [removed: 26] [added: 27] | |

| | | Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU) | | | [removed: 29] [added: 30] | |

[removed: Item] [added: | | | Item] 6. [added: | | [\[Reserved\]](#ITEM_6_RESERVED) | | | 31 | |]

| | | Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F) | | | [removed: 31] [added: 32] | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

For the Fiscal Year Ended December 31, 2022

| | | | | | | | | |

\[Reserved\] 30

| Blytheville, Arkansas | | | [removed: 3,000,000] [added: 2,700,000] | | | Structural [removed: steel, sheet] steel |

| Berkeley County, South Carolina | | | [removed: 2,360,000] [added: 2,370,000] | | | Flat-rolled steel, structural steel |

| Plymouth, Utah | | | [removed: 1,280,000] [added: 1,290,000] | | | Steel shapes |

| Ghent, Kentucky | | | [removed: 1,000,000] [added: 1,260,000] | | | Flat-rolled steel |

| Kankakee, Illinois | | | [removed: 730,000] [added: 840,000] | | | Steel shapes |

| Tuscaloosa, Alabama | | | [removed: 590,000] [added: 600,000] | | | Steel plate |

| Jackson, Mississippi | | | [removed: 420,000] [added: 490,000] | | | Steel shapes |

| Sedalia, Missouri | | | [removed: 350,000] [added: 360,000] | | | Steel shapes |

| Frostproof, Florida | | | [removed: 340,000] [added: 350,000] | | | Steel shapes |

| Waterloo, Indiana | | | [removed: 330,000] [added: 350,000] | | | Building systems |

In the steel products segment, we have [removed: 89] [added: 92] operating facilities, excluding the locations listed above, in 38 states with 29 operating facilities in Canada and two in Mexico.

[added: Hannibal Industries, Inc., which] we acquired during 2021, has leased square footage of approximately 630,000 square feet in Los Angeles, California, and has leased square footage of approximately 420,000 square feet in Houston, Texas.

In the raw materials segment, we have [removed: 94] [added: 93] operating facilities in 22 states with one operating facility in Point Lisas, Trinidad.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments in [removed: 2021] [added: 2022] were approximately [removed: 94%, 76%] [added: 77%, 74%] and [removed: 75%] [added: 68%] of production capacity, respectively.

| Item 3. | Legal [removed: Proceedings] [added: Proceedings.] |

Each executive officer of Nucor is elected by the Board of Directors and holds office from the date of election until [removed: thereafter] removed by the Board.

Behr [removed: (48),] [added: (49),] Executive Vice President of Plate and Structural Products, was named EVP in May 2020.

[removed: Frias (65) has served as] [added: Laxton (52),] Chief Financial Officer, [removed: Treasurer] [added: Treasurer,] and Executive Vice [removed: President since 2010.][added: President, became CFO in March 2022.]

Jellison [removed: (63),] [added: (64),] Executive Vice President of [removed: Raw Materials,] [added: Strategy,] was named EVP in January 2021.

Murphy [removed: (58),] [added: (59),] Executive Vice President of Business Services and General Counsel, was named EVP in January 2021.

[removed: Needham (56),] [added: John Hollatz (47),] Executive Vice President of Bar, Engineered [removed: Bar] [added: Bar,] and Rebar Fabrication [removed: Products] [added: Products,] was named EVP in [removed: February 2021.][added: May 2022.]

Rex Query [removed: (56),] [added: (57),] Executive Vice President of Sheet and Tubular Products, was named EVP in January 2021.

[removed: In 2010, Ms. Slate] [added: He] was promoted to [added: Vice President and] General Manager of Nucor Steel [removed: Auburn, Inc. and was elected Vice President] [added: Decatur, LLC] in [removed: 2012.][added: 2016.]

[removed: David] [added: *David] A.

[removed: Sumoski (55),] [added: Sumoski* (56),] was named Chief Operating Officer, in January 2021.

[removed: *Leon] [added: Leon] J.

[removed: Topalian* (53),] [added: Topalian (54),] has served as President and Chief Executive Officer since January [removed: 2020.][added: 2020 and as Chair of the Board of Directors since September 2022.]

Chad Utermark [removed: (53),] [added: (54),] Executive Vice President of [removed: Fabricated Construction Products,] [added: New Markets and Innovation,] was named EVP in 2014.

| Fontana, California | | | 4,020,000 | | | Flat-rolled steel |

| Arthur, Illinois | | | 1,070,000 | | | Overhead doors |

*Noah* *Hanners* (43)*,* Executive Vice President of Raw Materials, became EVP in January 2023.

Mr. Hanners began his career with Nucor in 2011 as Melt Shop Engineer at Nucor Steel South Carolina.

He next served as Shift Supervisor and was then promoted to Melt Shop Manager at Nucor Steel Auburn, Inc. Mr. Hanners later served as General Manager of Nucor Tubular Products and General Manager of Nucor Steel Kankakee, Inc. and was promoted to Vice President in 2019.

He served as the Vice President and General Manager of The David J.

Joseph Company from 2019 to 2022*.*

Mr. Hollatz began his career at Nucor in 1999 as Design Engineer at Vulcraft Indiana and then served as Sales Engineer and Sales Manager at Vulcraft Nebraska.

Mr. Hollatz later served as General Manager of Nucor Building Systems South Carolina, General Manager of Vulcraft Indiana, and President of the Vulcraft/Verco group.

Stephen D.

Mr. Laxton began his career at Nucor in 2003 as General Manager of Business Development and was promoted to Vice President in 2014.

Prior to joining Nucor, Mr. Laxton worked for Cinergy Corp., holding various positions including Director of Asset Management and Manager of Corporate Development.

Prior to Cinergy, he held various financial roles with Ashland, Inc., North American Stainless and National City Bank.

Needham (57), Executive Vice President of Commercial, was named EVP in May 2022.

He served as the Executive Vice President of Bar, Engineered Bar and Rebar Fabrication Products from February 2021 to May 2022.

Hannibal Industries, Inc., which

James D.

Prior to that, Mr. Frias was Vice President of Finance from 2006 to 2009.

Mr. Frias joined Nucor in 1991 as Controller of Nucor Building Systems-Indiana.

He also served as Controller of Nucor Steel-Indiana and as Corporate Controller.

Mr. Frias joined the board of directors of Carlisle Companies Incorporated in 2015.

Mr. Frias has announced that he will retire effective June 11, 2022.

MaryEmily Slate (57), Executive Vice President of Commercial, was named EVP in May 2019, Ms. Slate began her career with Nucor in 2000 as a District Sales Manager at Nucor Steel Arkansas.

She later served as Sales Manager at Nucor Steel Decatur, LLC and then as Cold Mill Manager.

She served as Vice President of Nucor Steel Arkansas from 2015 to 2019.

Our common stock is listed and traded on the New York Stock Exchange under the symbol “NUE.” As of January 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 13,000] [added: 12,000] stockholders of record of our common stock.

Our share repurchase program activity for each of the three months and the quarter ended December 31, [removed: 2021] [added: 2022] was as follows (in thousands, except per share amounts):

| For the Quarter Ended December 31, [removed: 2021] [added: 2022] | | | [removed: 13,457] [added: 3,090] | | | | | | | | [removed: 13,457] [added: 3,090] | | | | | |

| (1) | Includes commissions of [removed: $0.17] [added: $0.84] per share. |

Nucor paid a total dividend of [removed: $1.62] [added: $2.00] per share in [removed: 2021] [added: 2022] compared with [removed: $1.61] [added: $1.62] per share in [removed: 2020.][added: 2021.]

In December [removed: 2021,] [added: 2022,] the Board of Directors increased the base quarterly cash dividend on Nucor’s common stock to [removed: $0.50] [added: $0.51] per share from [removed: $0.405] [added: $0.50] per share.

In February [removed: 2022,] [added: 2023,] the Board of Directors declared Nucor’s [removed: 196th] [added: 200th] consecutive quarterly cash dividend of [removed: $0.50] [added: $0.51] per share payable on May 11, [removed: 2022] [added: 2023] to stockholders of record on March 31, [removed: 2022.][added: 2023.]

This graphic comparison assumes the investment of $100 in each of Nucor common stock, the S&P 500 Index and the S&P 1500 Steel Index, all at year-end [removed: 2016.][added: 2017.]

Nucor common stock comprised [removed: 39%] [added: 36%] of the S&P 1500 Steel Index at year-end [removed: 2021] [added: 2022] (36% at year-end [removed: 2016).][added: 2017).]

[removed: ][added: ]

| October 2, 2022—October 29, 2022 | | | 1,826 | | | $ | 122.05 | | | | 1,826 | | | $ | 1,266,670 | |

| October 30, 2022—November 26, 2022 | | | 1,034 | | | $ | 138.26 | | | | 1,034 | | | $ | 1,123,698 | |

| November 27, 2022—December 31, 2022 | | | 230 | | | $ | 160.07 | | | | 230 | | | $ | 1,086,921 | |

| October 3, 2021—October 30, 2021 | | | 900 | | | $ | 111.22 | | | | 900 | | | $ | 1,839,967 | |

| October 31, 2021—November 27, 2021 | | | 8,358 | | | $ | 112.24 | | | | 8,358 | | | $ | 901,865 | |

| November 28, 2021—December 31, 2021 | | | 4,199 | | | $ | 110.50 | | | | 4,199 | | | $ | 3,849,489 | |

Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report discusses our financial condition and results of operations as of and for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

Information concerning the year ended December 31, [removed: 2020] [added: 2021] and a comparison of the years ended December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] may be found under “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] filed with the SEC on February [removed: 26, 2021.][added: 28, 2022.]

Operating rates at our steel mills for the full year [removed: 2021 increased] [added: 2022 decreased] to [removed: 94%] [added: 77%] as compared to [removed: 82%] [added: 94%] for the full year [removed: 2020.][added: 2021.]

Global steel production overcapacity continues to be an ongoing risk to Nucor and the entire steel industry, with the OECD estimating that global steel production overcapacity is currently [removed: approximately 500 million tons, which is down slightly from previous years.][added: more than 500,000,000 tons.]

In [removed: 2021,] [added: 2022,] China’s steel production was [removed: 1.13] [added: 1.1] billion tons compared to [removed: the record amount of 1.16] [added: 1.13] billion tons the previous year.

Increasingly, China is seeking to evade trade duties by building new steelmaking capacity in other countries with a focus on neighboring countries in southeast [removed: Asia.][added: Asia, as well as Africa.]

Approximately [removed: 80%] [added: 85%] of our sheet sales were to contract customers in [removed: 2021 (70%] [added: 2022 (approximately 80%] in [removed: 2020),] [added: 2021),] with the balance being sold in the spot market at the prevailing prices at the time of sale.

We expect these investments to grow our long-term earnings power by increasing our channels to market, expanding our product portfolio into higher value-added [removed: offerings that are less vulnerable to imports,] [added: offerings,] improving our cost structure and further building upon our market leadership positions.

[removed: Our pay-for-performance system that is closely tied to our levels] of production also allows us to keep our highly experienced workforce intact and to continue operating our facilities when some of our competitors with greater fixed costs are forced to shut down some of their facilities.

Most of the steel we produce in our mills is sold to outside customers [removed: (79%] [added: (78%] in [removed: 2021] [added: 2022] and [removed: 80%] [added: 79%] in [removed: 2020),] [added: 2021),] but a significant percentage is used internally by many of the facilities in our steel products segment [removed: (21%] [added: (22%] in [removed: 2021] [added: 2022] and [removed: 20%] [added: 21%] in [removed: 2020).][added: 2021).]

As a result, [added: we believe] our financial position remains strong.

Comparison of [removed: 2021] [added: 2022] to [removed: 2020][added: 2021]

Nucor reported consolidated net earnings of [removed: $6.83] [added: $7.61] billion, or [removed: $23.16] [added: $28.79] per diluted share, in [removed: 2021,] [added: 2022,] making it [removed: by far] the most profitable year in the Company’s history.

The following discussion will provide greater quantitative and qualitative analysis of Nucor’s performance in [removed: 2021] [added: 2022] as compared to [removed: 2020.][added: 2021.]

Net sales to external customers by segment for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] were as follows (in thousands):

| | | [removed: 2021] [added: 2022] | | [removed: 2020] [added: 2021] | | % Change |

| Steel mills | | [removed: $24,145,396] [added: $24,189,858] | | [removed: $12,109,307] [added: $24,145,396] | | [removed: 99%] [added: \-] |

| Steel products | | [removed: 9,727,943] [added: 15,060,328] | | [removed: 6,623,068] [added: 9,727,943] | | [removed: 47%] [added: 55%] |

| Raw materials | | [removed: 2,610,600] [added: 2,262,281] | | [removed: 1,407,283] [added: 2,610,600] | | [removed: 86%] [added: \-13%] |

| Total net sales to external customers | | [removed: $36,483,939] [added: $41,512,467] | | [removed: $20,139,658] [added: $36,483,939] | | [removed: 81%] [added: 14%] |

Net sales for [removed: 2021] [added: 2022] increased [removed: 81%] [added: 14%] from the prior year.

Average sales price per ton increased [removed: 64%] [added: 26%] from [removed: $789] [added: $1,292] in [removed: 2020] [added: 2021] to [removed: $1,292] [added: $1,626] in [removed: 2021.][added: 2022.]

Total tons shipped to outside customers [removed: increased 11%] [added: decreased 10%] from [removed: 25,519,000] [added: 28,247,000] tons in [removed: 2020] [added: 2021] to [removed: 28,247,000] [added: 25,524,000] tons in [removed: 2021.][added: 2022.]

In the steel mills segment, sales tons for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] were as follows (in thousands):

| Outside steel shipments | | [removed: 20,296] [added: 18,200] | | [removed: 18,049] [added: 20,296] | | [removed: 12%] [added: \-10%] |

| Inside steel shipments | | [removed: 5,394] [added: 5,041] | | [removed: 4,637] [added: 5,394] | | [removed: 16%] [added: \-7%] |

| Total steel shipments | | [removed: 25,690] [added: 23,241] | | [removed: 22,686] [added: 25,690] | | [removed: 13%] [added: \-10%] |

Net sales for the steel mills segment [removed: increased 99%] [added: were comparable] in [removed: 2021 from] [added: 2022 to] the prior year due to [removed: a 78%] [added: an 11%] increase in the average sales price per ton, from [removed: $671] [added: $1,195] in [removed: 2020] [added: 2021] to [removed: $1,195] [added: $1,324] in [removed: 2021,] [added: 2022,] as well as a [removed: 12% increase] [added: 10% decrease] in tons sold to outside customers.

Average selling prices for our [removed: sheet,] bar, [removed: structural] [added: structural,] and plate mills increased substantially in [removed: 2021] [added: 2022] as compared to [removed: 2020.][added: 2021.]

Outside sales tonnage for the steel products segment for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] was as follows (in thousands):

| Joist sales | | [removed: 702] [added: 671] | | [removed: 557] [added: 702] | | [removed: 26%] [added: \-4%] |

| Deck sales | | [removed: 536] [added: 515] | | [removed: 496] [added: 536] | | [removed: 8%] [added: \-4%] |

| Cold finished sales | | [removed: 495] [added: 467] | | [removed: 406] [added: 495] | | [removed: 22%] [added: \-6%] |

| Rebar fabrication sales | | [removed: 1,232] [added: 1,282] | | 1,232 | | [removed: \-] [added: 4%] |

| Piling products sales | | [removed: 554] [added: 443] | | [removed: 649] [added: 554] | | [removed: \-15%] [added: \-20%] |

| Tubular products sales | | [removed: 1,013] [added: 950] | | [removed: 1,080] [added: 1,013] | | \-6% |

| Other steel products sales | | [removed: 447] [added: 687] | | [removed: 374] [added: 447] | | [removed: 20%] [added: 54%] |

| Total steel products sales | | [removed: 4,979] [added: 5,015] | | [removed: 4,794] [added: 4,979] | | [removed: 4%] [added: 1%] |

Net sales for the steel products segment increased [removed: 47%] [added: 55%] in [removed: 2021] [added: 2022] from the prior year due to a [removed: 41%] [added: 54%] increase in the average sales price per ton, from [removed: $1,382] [added: $1,954] in [removed: 2020] [added: 2021] to [removed: $1,954] [added: $3,003] in [removed: 2021,] [added: 2022,] as well as a [removed: 4%] [added: 1%] increase in volumes.

The U.S. economy grew at a slower rate in 2022 – 2.1 percent – compared 5.9 percent the prior year.

Steel market demand in 2022 remained strong across many of the end markets we serve, particularly nonresidential construction.

Actions taken by Congress during the past two years are providing more than $1.5 trillion to rebuild traditional infrastructure, build-out clean energy infrastructure and re-shore semiconductor chip manufacturing back to the United States.

These are steel-intensive projects that are expected to create millions of tons of additional steel demand.

Funding from the Infrastructure Investment & Jobs Act (IIJA) will begin to make a significant impact in the market in 2023, and the CHIPS Act has already generated announcements for 40 new semiconductor ecosystem projects in the U.S. representing nearly $200 billion in private investments across 16 states.

Strong Buy America requirements in the IIJA and the Inflation Reduction Act will ensure domestically produced steel is used to rebuild U.S. infrastructure and build-out new clean energy infrastructure.

Approximately 50% of Nucor products are shipped into the construction market, and Nucor’s lower carbon footprint is expected to provide an additional advantage as states and localities look to rebuild infrastructure in a sustainable manner.

Our pay-for-performance system that is closely tied to our levels

This is the second year in a row that Nucor has reported record annual earnings, surpassing the previous record of $6.83 billion, or $23.16 per diluted share, in 2021.

The increase in earnings in 2022 as compared to 2021 was primarily driven by the increase in profitability of the steel products segment.

The steel products segment set a new record for earnings in 2022, as the earnings before income taxes and noncontrolling interests for the segment more than tripled the previous record set in 2021.

Average sales price per ton increased significantly for the segment in 2022 as compared to 2021 and volumes increased slightly.

The largest driver of the increase in the segment’s earnings was the increased profitability of our joist and deck businesses, due to strong demand in nonresidential construction markets.

Following a record-setting 2021, the earnings of the steel mills segment decreased in 2022 as the segment’s volumes decreased in 2022 as compared to 2021.

The primary driver for the decrease in steel mill segment earnings was the decreased profitability of our sheet mills in 2022 compared to 2021, which more than offset the improved profitability of our bar, structural and plate mills over the same period.

After experiencing increases in higher average selling prices in each quarter of 2021, average selling prices for the sheet group decreased in every quarter of 2022 due to some softening in demand for sheet products and increased imports, particularly in the first half of 2022.

Average selling prices for the bar, structural and plate mills improved in 2022 as compared to 2021, though volumes decreased.

Scrap and scrap substitute costs were volatile during 2022, as the conflict in Ukraine disrupted supply chains and caused raw material prices to spike in the first half of the year, but dissipated during the second half of 2022.

The steel mills segment’s earnings also was decreased due to higher conversion costs, as utilization rates decreased for the segment in 2022 (77% in 2022 compared to 94% in 2021), and increased electricity, natural gas, labor and consumables (e.g., alloys, electrodes) costs caused by inflation.

Despite the decrease in the earnings of the steel mills segment in 2022 as compared to the segment’s record-setting 2021, we believe that 2022 was another strong year for the steel mills segment.

Earnings in the raw materials segment decreased in 2022 as compared to 2021.

Our DJJ brokerage and scrap processing had decreased profitability in 2022 as compared to 2021 that was driven by lower volumes.

Our DRI facilities experienced increased profitability in 2022 as compared to 2021, as the conflict in Ukraine that began in the first quarter of 2022 disrupted global supply chains, resulting in volatility and higher selling prices for raw materials, particularly in the first half of the year.

Also contributing to the decrease in raw materials segment earnings in 2022 as compared to 2021 was the $96.0 million write-off of our leasehold interest in unproved oil and gas properties in the fourth quarter of 2022 when the Company’s management decided that it was unlikely to develop the leasehold interests in the future.

In 2021, the Company wrote off $42.0 million related to a portion of the leasehold interests in unproved oil and gas properties that the Company decided it would not commence development by the contractually stated deadline for that portion.

(Refer to Note 7 of the Consolidated Financial Statements for more information related to these write-offs).

| | | 2022 | | 2021 | | % Change |

| | | 2022 | | 2021 | | % Change |

| | • | Gross margins in the steel mills segment decreased in 2022 as compared to 2021, primarily due to increased conversion costs. Conversion costs are all inventoriable costs excluding scrap and scrap substitutes. The increase in conversion costs in 2022 as compared to 2021 is due to lower utilization in 2022 and increased electricity, natural gas, labor and consumables (e.g., alloys, electrodes) costs caused by inflation. |

Partially offsetting the significant rise in conversion costs was increased metal margins.

Metal margin is the difference between the selling price of steel and the cost of scrap and scrap substitutes.

The average scrap and scrap substitute cost per gross ton used increased 5% from $469 in 2021 to $492 in 2022, which was more than offset by the increase in average selling price.

Scrap prices were volatile during 2022 and decreased significantly late in the year.

So far in 2023, scrap prices are more stable.

During 2022, Nucor recorded an impairment charge of $96.0 million related to our leasehold interest in unproved oil and natural gas properties in the raw materials segment.

Nucor also recorded an impairment charge of $5.8 million related to machinery and equipment in the steel products segment.

| | | 2022 | | | | 2021 | | |

| | | 2022 | | | | 2021 | | |

The 2022 effective tax rate included a net tax benefit of $76.4 million (-0.75%) for state tax credits and a net tax benefit of $88.0 million (-0.86%) related to a change in the valuation allowance of a state deferred tax asset.

The Internal Revenue Service (“IRS”) is currently examining Nucor’s 2015, 2019, and 2020 federal income tax returns.

The U.S. economy experienced strong growth in 2021, growing by 5.7%, the largest annual increase since 1984.

This performance was a significant improvement over 2020 when the economy shrank by 3.4% in response to the onset of the COVID-19 pandemic.

The COVID-19 pandemic continued to have an impact on our business and operations, but the impact was significantly lessened than that experienced in 2020.

Market demand in 2021 was very strong across most of the end markets we serve and selling prices for steel and steel products were at historically high levels.

We believe these strengths also provide us further opportunities to gain market share during such times.

This record year more than doubled the previous record for consolidated net earnings, which was $2.36 billion set in 2018, and more than tripled the previous record for diluted earnings per share, which was $7.42 per diluted share that was also set in 2018.

By comparison, Nucor reported consolidated net earnings of $721.5 million, or $2.36 per diluted share, in 2020.

All three of Nucor’s operating segments reported very strong profitable in 2021.

The steel mills segment operated at a 94% average utilization rate in 2021, as end-use market demand remained very strong throughout the year.

Higher volumes, combined with increases in average selling prices that outpaced increases in the average cost of scrap and scrap substitutes, resulted in robust metal margins and record profits for the steel mills segment in 2021.

The steel products segment also had its most profitable year in 2021, surpassing its previous record that was set in 2020.

This record performance was due to the continued strong demand in nonresidential construction markets.

Most of the businesses within the steel products segment had increased profitability in 2021 compared to 2020, with the biggest increases coming from our joist, deck and tubular products businesses.

The raw materials segment also had its most profitable year in 2021 and was significantly increased from 2020.

DJJ’s scrap brokerage and processing operations benefited from higher average selling prices and volumes.

Our DRI facilities had a strong year of profitability in 2021, particularly in the first half of the year due to rising raw material prices.

As the year progressed, the DRI facilities’ profitability waned as the cost of consumed iron ore increased and selling prices for scrap substitutes began to decrease.

| | • | The primary driver for the increase in gross margins in 2021 as compared to 2020 was the significant increase in metal margins in the steel mills segment. Metal margin is the difference between the selling price of steel and the cost of scrap and scrap substitutes. The average scrap and scrap substitute cost per gross ton used increased 62% from $290 in 2020 to $469 in 2021. Despite the increase in average scrap and scrap substitute cost per gross ton used, metal margin in the steel mills segment increased due to higher average selling prices and volumes. |

Scrap prices increased during most of 2021, but began to decline late in the year.

We are seeing the trend of lower scrap prices as we begin 2022.

Included in marketing, administrative and other expenses in 2020 was $18.2 million of restructuring charges related to the realignment of Nucor’s metal buildings business in the steel products segment.

| | | 2021 | | | | 2020 | | |

Under the Nucor–Yamato limited partnership agreement, the minimum amount of cash to be distributed each year to the partners is the amount needed by each partner to pay applicable U.S. federal and state income taxes.

In 2020, the amount of cash distributed to noncontrolling interest holders was more than the earnings attributable to noncontrolling interests based on mutual agreement of the general partners; however, the cumulative amount of cash distributed to partners was less than the cumulative net earnings of the partnership.

The 2020 effective rate included a net tax benefit of $201.9 million (-24.16%) for a tax loss on our investment in Duferdofin Nucor, a net tax benefit of $45.2 million (-5.41%) for state tax credits, and a federal tax benefit of $48.2 million (-5.77%) for the carryback of a federal tax net operating loss (an “NOL”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

These benefits were all recognized in 2020 and were partially offset by the rate impact (11.2%) of financial statement impairments of $445.6 million which did not affect the provision for income taxes.

The CARES Act allowed for an NOL generated in 2020 to be carried back to taxable years where the federal income tax rate was 35%.

The difference in the tax rate in 2020 and tax years before the enactment of the Tax Cuts and Jobs Act of 2017 is the main driver of the federal tax NOL benefit in 2020, but this was partially offset by the partial loss of the domestic manufacturing deduction in the carryback year.

The current ratio was impacted by higher salaries, wages and related accruals for incentive compensation during a period of record operating profits.

In September 2022, $600.0 million aggregate principal amount of our outstanding 4.125% Notes due 2022 will mature, and in August 2023, $500.0 million aggregate principal amount of our 4.000% Notes due 2023 will mature.

The Company repurchased approximately $3.28 billion of shares of its common stock in 2021 (approximately $39.5 million in 2020 and $298.5 million in 2019).

Accounts receivable at the end of 2021 increased from the prior year-end resulting in a cash outflow of $1.39 billion due to a 100% increase in composite sales price (in 2020, accounts receivable increased from the prior year-end by a lesser amount for an outflow of only $129.3 million).

From year-end 2020 to year-end 2021, inventories increased resulting in an outflow of $2.31 billion due to a 19% increase in inventory tons and a 47% increase in average scrap and scrap substitutes cost per ton in inventory.

Federal income taxes also increased due to the increased profitability of the Company and accounts payable increased due to the increases in inventory mentioned previously.

The increase in cash used in investing activities was primarily due to a $1.34 billion increase in cash used to fund acquisitions, mainly the August 2021 purchases of the IMP business of Cornerstone and the steel racking solutions business from Hannibal.

The primary drivers of capital expenditures were related to the sheet mill expansion at Nucor Steel Gallatin, the flex galvanizing line at Nucor Steel Arkansas, and the new plate mill in Brandenburg, Kentucky.

The increases in cash used in investing activities in 2021 was partially offset by an increase in proceeds from the sale of investments of $648.9 million in 2021 as compared to $392.2 million in 2020.

The largest driver of this change was the $3.28 billion of stock repurchases in 2021 as compared to $39.5 million in the prior year.

This was partially offset primarily by a decrease in proceeds from the issuance of long-term debt of approximately $1.00 billion (proceeds of $197.0 million in 2021 related to the issuance of additional 40-year variable-rate Green Bonds as compared to aggregate issuances of $1.24 billion in 2020).

| Long-term debt | | $ | 5,600,230 | | | $ | 601,000 | | | $ | 500,000 | | | $ | 521,500 | | | $ | 3,977,730 | |

Management assessed the effectiveness of Nucor’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

Our assessment did not include the internal controls over financial reporting of the [removed: insulated metal panels (“IMP”) business of Cornerstone Building Brands, Inc. (“Cornerstone”) and Hannibal Industries, Inc. (“Hannibal”),] [added: California Steel Industries (“CSI”) or C.H.I businesses] which were acquired on [removed: August 9, 2021] [added: February 1, 2022] and [removed: August 20, 2021,] [added: June 24, 2022,] respectively.

Total assets (excluding goodwill and intangible assets, which are included within the scope of our assessment) and total revenues of these combined acquisitions collectively represent [removed: 2.67%] [added: 5.49%] and [removed: 1.12%,] [added: 4.15%,] respectively, of the related consolidated financial statement amounts as of and for the fiscal year ended December 31, [removed: 2021.][added: 2022.]

Based on its assessment, management concluded that Nucor’s internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of Nucor’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] as stated in their report which is included herein.

We have audited the accompanying consolidated balance sheets of Nucor Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of earnings, of comprehensive income, of [removed: stockholders'] [added: stockholders’] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded [removed: the insulated metal panels (“IMP”) business of Cornerstone Building Brands, Inc. and Hannibal] [added: California Steel] Industries, Inc. [removed: (“Hannibal”)] [added: (“CSI”) and C.H.I Overhead Doors (“CHI”)] from its assessment of internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022] because they were acquired by the Company in purchase business combinations during [removed: 2021.][added: 2022.]

[removed: We have also excluded IMP and Hannibal from our] audit of internal control over financial reporting.

[removed: IMP] [added: CSI is a 51% owned subsidiary] and [removed: Hannibal are] [added: CHI is a] wholly-owned [removed: subsidiaries] [added: subsidiary] whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately [removed: 2.67%] [added: 5.5%] and [removed: 1.12%,] [added: 4.2%,] respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2021.][added: 2022.]

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $2.8 billion] [added: $3,920 million] as of December 31, [removed: 2021,] [added: 2022,] and [removed: total] [added: the] goodwill associated with the [removed: Rebar Fabrication reporting unit] [added: Steel Products segment] was [removed: $363.0] [added: $2,510] million.

Goodwill is tested annually for [removed: impairment] [added: impairment, on the first day of the fourth quarter,] and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred.

As disclosed by management, significant assumptions used to determine the fair value of each reporting unit [removed: as part of management’s annual testing, and any required interim testing] include (i) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, raw material costs and other costs to produce and estimated capital needs); (ii) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the reporting unit; (iii) a discount rate based on management’s best estimate of the after-tax weighted-average cost of capital; and (iv) a probability-weighted scenario approach by which varying cash flows are assigned to certain scenarios based on the likelihood of occurrence.

The principal considerations for our determination that performing procedures relating to the goodwill impairment [removed: analysis] [added: tests] for the Rebar Fabrication reporting unit [added: and certain other reporting units in the Steel Products segment] is a critical audit matter are [added: (i)] the significant judgment by management when [removed: determining] [added: developing] the fair value [added: estimates] of the [added: Rebar Fabrication] reporting [removed: unit, which] [added: unit and certain other reporting units] in [removed: turn led to significant] [added: the Steel Products segment; (ii) a high degree] auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to sales [removed: prices,] [added: prices and] raw material [removed: costs,] [added: costs for] the [removed: terminal year growth rate] [added: Rebar Fabrication reporting unit] and [added: certain other reporting units in] the [removed: discount rate assumption.][added: Steel Products segment as well as sales volumes for a certain reporting unit in the Steel Products segment; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment [removed: assessment,] [added: tests,] including controls over the [removed: underlying assumptions related to the fair value] [added: valuation] of the [added: Rebar Fabrication] reporting [removed: unit.][added: unit and certain other reporting units in the Steel Products segment.]

These procedures also included, among others, [added: (i)] testing management’s process for developing the fair value [removed: estimate] [added: estimates] of the Rebar Fabrication reporting [removed: unit;] [added: unit and certain other reporting units in the Steel Products segment; (ii)] evaluating the appropriateness of the discounted cash flow model; [added: (iii)] testing the [removed: completeness, accuracy,] [added: completeness] and [removed: relevance] [added: accuracy] of underlying data used in the [added: discounted cash flow] model; and [added: (iv)] evaluating the [added: reasonableness of the] significant assumptions used by management related to [removed: the] sales [removed: prices,] [added: prices and] raw material [removed: costs, terminal year growth rate] [added: costs for the Rebar Fabrication reporting unit] and [removed: discount rate.][added: certain other reporting units in the Steel Products segment as well as sales volumes for a certain reporting unit in the Steel Products segment.]

Evaluating management’s [added: significant] assumptions related to sales prices, [added: sales volumes, and] raw material costs [removed: and the terminal year growth rate] involved evaluating whether the [added: significant] assumptions used by management were reasonable considering (i) the current and past performance of the reporting [removed: unit,] [added: units;] (ii) the consistency with external market and industry [removed: data,] [added: data;] and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow [removed: model and the discount rate assumption.][added: model.]

| | | [added: 2022 | | | |] 2021 | | | | 2020 | | |

| Cash and cash equivalents (Note 14) | | $ | [removed: 2,364,858] [added: 4,280,852] | | | $ | [removed: 2,639,671] [added: 2,364,858] | |

| Short-term investments (Notes 3 and 14) | | | [removed: 253,005] [added: 576,946] | | | | [removed: 408,004] [added: 253,005] | |

| Accounts receivable, net (Note 4) | | | [removed: 3,853,972] [added: 3,591,030] | | | | [removed: 2,298,850] [added: 3,853,972] | |

| Inventories, net (Note 5) | | | [removed: 6,011,182] [added: 5,453,531] | | | | [removed: 3,569,089] [added: 6,011,182] | |

| Other current assets (Notes 13, 14 and 19) | | | [removed: 316,540] [added: 789,325] | | | | [removed: 573,048] [added: 316,540] | |

| Total current assets | | | [removed: 12,799,557] [added: 14,691,684] | | | | [removed: 9,488,662] [added: 12,799,557] | |

| Property, plant and equipment, net (Notes 6 and 7) | | | [removed: 8,114,818] [added: 9,616,920] | | | | [removed: 6,899,110] [added: 8,114,818] | |

| Restricted cash and cash equivalents (Notes 14 and 24) | | | [removed: 143,800] [added: 80,368] | | | | [removed: 115,258] [added: 143,800] | |

| Goodwill (Note 8) | | | [removed: 2,827,344] [added: 3,920,060] | | | | [removed: 2,229,672] [added: 2,827,344] | |

| Other intangible assets, net (Note 8) | | | [removed: 1,103,759] [added: 3,322,265] | | | | [removed: 668,021] [added: 1,103,759] | |

| Other assets (Notes 6 and 9) | | | [removed: 833,794] [added: 847,913] | | | | [removed: 724,671] [added: 833,794] | |

| Total assets | | $ | [removed: 25,823,072] [added: 32,479,210] | | | $ | [removed: 20,125,394] [added: 25,823,072] | |

| Short-term debt (Notes 11 and 14) | | $ | [removed: 107,723] [added: 49,081] | | | $ | [removed: 57,906] [added: 107,723] | |

| Current portion of long-term debt and finance lease obligations (Notes 6, 11 and 14) | | | [removed: 615,678] [added: 28,582] | | | | [removed: 10,885] [added: 615,678] | |

| Accounts payable (Note 10) | | | [removed: 1,974,041] [added: 1,649,523] | | | | [removed: 1,432,159] [added: 1,974,041] | |

| Salaries, wages and related accruals (Note 17) | | | [removed: 1,495,166] [added: 1,654,210] | | | | [removed: 462,727] [added: 1,495,166] | |

| Accrued expenses and other current liabilities (Notes 6, 10, 13, 15, 16 and 23) | | | [removed: 964,805] [added: 948,348] | | | | [removed: 664,183] [added: 964,805] | |

| Total current liabilities | | | [removed: 5,157,413] [added: 4,329,744] | | | | [removed: 2,627,860] [added: 5,157,413] | |

| Long-term debt and finance lease obligations due after one year (Notes 6, 11 and 14) | | | [removed: 4,961,410] [added: 6,613,687] | | | | [removed: 5,271,789] [added: 4,961,410] | |

We have also excluded CSI and CHI from our

Goodwill Impairment Tests – Rebar Fabrication Reporting Unit and Certain Other Reporting Units in the Steel Products Segment

Goodwill associated with the Rebar Fabrication reporting unit was $348 million as of December 31, 2022, which is included in the Steel Products segment.

February 28, 2023

| | | 2022 | | | | 2021 | | |

| Net earnings in 2022 | | | 8,079,640 | | | | — | | | | — | | | | — | | | | 7,607,337 | | | | — | | | | — | | | | — | | | | 7,607,337 | | | | 472,303 | |

| Stock options exercised | | | 22,852 | | | | — | | | | — | | | | (2,994 | ) | | | — | | | | — | | | | (447 | ) | | | 25,846 | | | | 22,852 | | | | — | |

| Treasury stock acquired | | | (2,762,568 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 20,572 | | | | (2,762,568 | ) | | | (2,762,568 | ) | | | — | |

| Acquisition of noncontrolling interest in CSI | | | 427,797 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 427,797 | |

| 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 | | $ | 8,079,640 | | | $ | 7,122,370 | | | $ | 836,028 | |

| Sale of business | | | 99,681 | | | | — | | | | — | |

| Proceeds from government incentives | | | 275,000 | | | | — | | | | — | |

Distributions are made to noncontrolling interest partners in CSI in accordance with the shareholder agreement.

Recent Accounting Pronouncements

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law.

The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023.

We do not believe that this will have a material impact on our financial position or results of operations.

| | | December 31, 2022 |

| 2023 | | $ | 26,415 | | | $ | 27,243 | |

| 2024 | | | 23,218 | | | | 22,158 | |

| 2025 | | | 17,262 | | | | 19,826 | |

| 2026 | | | 14,014 | | | | 18,139 | |

| 2027 | | | 8,946 | | | | 17,758 | |

| Thereafter | | | 32,827 | | | | 169,858 | |

| Total lease payments | | $ | 122,682 | | | $ | 274,982 | |

| Present value of lease liabilities | | $ | 105,077 | | | $ | 188,386 | |

| | | | 20,732,047 | | | | 18,504,467 | |

| | | $ | 9,616,920 | | | $ | 8,114,818 | |

In the fourth quarter of 2022, Nucor decided that it is unlikely to develop the remaining portions of its unproved oil and natural gas properties.

As a result of this decision, Nucor recorded a $96.0 million impairment charge for the entire balance of those assets, which are included in the raw materials segment.

We retain ownership of our leasehold interest in unproved oil and natural gas properties.

The carrying value of the leasehold interest in unproved oil and gas properties was zero at December 31, 2022.

Financial Assistance Related to Sheet Mill in West Virginia

Nucor received $275.0 million of financial assistance during 2022 from the West Virginia Department of Economic Development in connection with Nucor’s planned construction of Nucor Steel West Virginia (NSWV), a sheet mill in Mason County, West Virginia.

Nucor will earn the financial assistance if, by the Completion Date (defined in the agreement as on or before December 31, 2026), Nucor meets certain capital investment, full-time jobs creation and total annual payroll criteria.

Nucor believes that it is probable we will meet these conditions.

Through December of 2022, Nucor has spent $179.7 million in qualifying expenditures for the construction of NSWV, and that amount is included as a contra-asset in construction in process and equipment deposits that are a part of property, plant and equipment, net on the consolidated balance sheet at December 31, 2022.

The remaining $95.3 million is included in deferred credits and other liabilities on the consolidated balance sheet at December 31, 2022.

When the NSWV assets are placed into service, the effect of depreciating the assets constructed with the financial assistance will decrease depreciation expense in the statement of earnings.

*Goodwill Impairment Analysis - Rebar Fabrication Reporting Unit*

Management completed its 2021 goodwill impairment analysis as of the first day of the fourth quarter of 2021.

February 28, 2022

| BALANCES, December 31, 2018 | | $ | 10,201,968 | | | | 380,154 | | | $ | 152,061 | | | $ | 2,073,715 | | | $ | 10,337,445 | | | $ | (304,133 | ) | | | 74,562 | | | $ | (2,467,010 | ) | | $ | 9,792,078 | | | $ | 409,890 | |

| Net earnings in 2019 | | | 1,370,910 | | | | — | | | | — | | | | — | | | | 1,271,143 | | | | — | | | | — | | | | — | | | | 1,271,143 | | | | 99,767 | |

| Stock options exercised | | | 16,146 | | | | — | | | | — | | | | 1,624 | | | | — | | | | — | | | | (425 | ) | | | 14,522 | | | | 16,146 | | | | — | |

| Treasury stock acquired | | | (298,541 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 5,300 | | | | (298,541 | ) | | | (298,541 | ) | | | — | |

| Other | | | — | | | | — | | | | — | | | | — | | | | (1,885 | ) | | | 1,885 | | | | — | | | | — | | | | — | | | | — | |

| Divestiture of affiliates | | | — | | | | — | | | | 67,591 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2022 | | $ | 22,802 | | | $ | 26,256 | |

| 2023 | | | 19,003 | | | | 24,591 | |

| 2024 | | | 15,994 | | | | 19,762 | |

| 2025 | | | 11,769 | | | | 17,992 | |

| 2026 | | | 8,938 | | | | 16,404 | |

| Thereafter | | | 32,057 | | | | 159,649 | |

| Total lease payments | | $ | 110,563 | | | $ | 264,654 | |

| Present value of lease liabilities | | $ | 94,759 | | | $ | 179,053 | |

| | | | 18,504,467 | | | | 16,754,603 | |

| | | $ | 8,114,818 | | | $ | 6,899,110 | |

In 2019, Nucor recorded a non-cash impairment charge of $20.0 million related to certain property, plant and equipment at our plate mill in Texas.

In the fourth quarter of 2019, due to the deteriorating natural gas pricing environment at our sales point in the Piceance Basin as well as the decreased performance of its natural gas well assets, Nucor determined a triggering event had occurred and performed an impairment analysis on all three groups (“fields”) of wells.

As a result of the fourth quarter of 2019 analysis, a $35.0 million non-cash impairment charge was recorded on one field of wells.

An increase in the estimated lease operating cost projections was the primary factor in causing this field of wells to be impaired.

The non-cash impairment charge is included in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2019.

One of the primary assumptions that affects the undiscounted cash flows determination is management’s estimate of future pricing of natural gas and natural gas liquids.

The pricing used in the impairment assessments was developed by management based on projected natural gas market supply and demand dynamics, in conjunction with a review of projections by market analysts.

Management also makes estimates on the expected reserve levels and on the expected lease operating costs.

The impairment assessments were performed on each of Nucor’s three fields of wells, with each field defined by common geographic location.

The combined carrying value of the three fields of wells was $65.2 million at December 31, 2021 ($71.7 million at December 31, 2020).

Changes in the natural gas industry or a prolonged low-price environment beyond what had already been assumed in the assessments could cause management to revise the natural gas and natural gas liquids price assumptions, the estimated reserves or the estimated lease operating costs.

Unfavorable revisions to these assumptions or estimates could possibly result in further impairment of some or all of the fields of proved well assets.

Accordingly, management does not believe the value assigned to those portions needs to be evaluated at this time.

| Balance, December 31, 2019 | | $ | 591,986 | | | $ | 879,500 | | | $ | 729,577 | | | $ | 2,201,063 | |

| Acquisitions | | | 20,484 | | | | (821 | ) | | | — | | | | 19,663 | |

| Translation | | | — | | | | 8,946 | | | | — | | | | 8,946 | |

Annual amortization expense is estimated to be $154.6 million in 2022, $132.9 million in 2023, $132.1 million in 2024, $131.2 million in 2025 and $128.2 million in 2026.

In May 2020, Nucor issued $500.0 million of 2.000% Notes due 2025 and $500.0 million of 2.700% Notes due 2030.

Net proceeds of the issuances were $989.4 million.

In July 2020, Nucor became an obligor with respect to $162.6 million in 40-year variable-rate Green Bonds to partially fund the capital costs, in particular the expenditures associated with pollution prevention and control (including waste recycling and waste reduction), of the construction of Nucor’s plate mill located in Brandenburg, Kentucky.

Changes in Internal Control Over Financial Reporting – There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report on Internal Control Over Financial Reporting – Management’s report on internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002 and the attestation report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, on the effectiveness of Nucor’s internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] are included in “Item 8.

The other information required by this item is incorporated herein by reference from Nucor’s definitive proxy statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders (the “Proxy Statement”) under the headings *Election of Directors; Information Concerning Experience, Qualifications, Attributes and Skills of the Nominees;* and *Corporate Governance and Board of Directors*.

| | • | Consolidated Balance Sheets—December 31, [removed: 2021] [added: 2022] and [removed: 2020] [added: 2021] |

| | • | Consolidated Statements of Earnings—Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] |

| | • | Consolidated Statements of Comprehensive Income—Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] |

| | • | Consolidated Statements of Stockholders’ Equity—Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] |

| | • | Consolidated Statements of Cash Flows—Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] |

| [removed: 2] [added: 10(xvi)] | | [removed: [Securities Purchase] [added: [Retirement, Separation, Waiver and Release] Agreement, dated as of June [removed: 5,] [added: 8,] 2021, by and [removed: among] [added: between] Nucor [removed: Insulated Panel Group Inc., Vulcraft Canada Inc.] [added: Corporation] and [removed: Cornerstone Building Brands, Inc.] [added: Craig A. Feldman] (incorporated by reference to Exhibit [removed: 2] [added: 10] to the Quarterly Report on Form 10-Q for the quarter ended July 3, 2021 (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000156459021043479/nue-ex2_133.htm)] [added: 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459021043479/nue-ex10_52.htm)] |

| [removed: 4(x)] [added: 4(xii)] | | [Form of 6.400% Notes due 2037 (included in Exhibit 4(iii) above) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed December 4, 2007 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312507258585/dex41.htm) |

| [removed: 4(xi)] [added: 4(xiii)] | | [Form of 4.125% Notes due 2022 (included in Exhibit 4(iv) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed September 21, 2010 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312510213580/dex41.htm) |

| [removed: 4(xii)] [added: 4(xiv)] | | [Form of 4.000% Notes due 2023 (included in Exhibit 4(v) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm) |

| [removed: 4(xiii)] [added: 4(xv)] | | [Form of 5.200% Notes due 2043 (included in Exhibit 4(v) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm) |

| [removed: 4(xiv)] [added: 4(xvi)] | | [Form of 3.950% Notes due 2028 (included in Exhibit 4(vii) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed April 26, 2018 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm) |

| [removed: 4(xv)] [added: 4(xvii)] | | [Form of 4.400% Notes due 2048 (included in Exhibit 4(vii) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed April 26, 2018 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm) |

| [removed: 4(xvi)] [added: 4(xviii)] | | [Form of 2.000% Notes due 2025 (included in Exhibit 4(viii) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312520150132/d921604dex41.htm) |

| [removed: 4(xvii)] [added: 4(xix)] | | [Form of 2.700% Notes due 2030 (included in Exhibit 4(viii) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312520150132/d921604dex41.htm) |

| [removed: 4(xviii)] [added: 4(xx)] | | [Form of 2.979% Notes due 2055 (included in Exhibit 4(ix) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed December 7, 2020 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312520311812/d75079dex41.htm) |

| 10(iv) | | [2014 Omnibus Incentive Compensation Plan, as amended and restated effective February [removed: 17, 2020] [added: 21, 2022] (incorporated by reference to Exhibit [removed: 10.1] [added: 10] to the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed May 18, 2020] [added: 10-Q for the quarter ended April 2, 2022] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520145203/d934676dex101.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459022019391/nue-ex100_264.htm)] |

| 10(v) | | [Senior Officers Annual Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation [removed: Plan) for awards granted after December 31, 2017] [added: Plan), as amended and restated effective February 21, 2022 (included in Exhibit 10(iv) above)] (incorporated by reference to Exhibit [removed: 10(iv)] [added: 10.1] to the [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2017] [added: April 2, 2022] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex10iv.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459022019391/nue-ex100_264.htm)] |

| 10(vi) | | [removed: [Amendment No. 1 to Senior] [added: [Senior] Officers [removed: Annual] [added: Long-Term] Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation [removed: Plan)] [added: Plan), as amended and restated effective February 21, 2022 (included in Exhibit 10(iv) above)] (incorporated by reference to Exhibit [removed: 10(v)] [added: 10.2] to the [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2019] [added: April 2, 2022] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459020007794/nue-ex10v_273.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459022019391/nue-ex100_264.htm)] |

| [removed: 10(vii)] [added: 10(ix)] | | [removed: [Senior Officers Long-Term Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) for] [added: [Form of Restricted Stock Unit Award Agreement – time-vested] awards [removed: granted after December 31, 2017] (incorporated by reference to Exhibit [removed: 10(v)] [added: 10(iv)] to the Annual Report on Form 10-K for the year ended December 31, [removed: 2017] [added: 2005] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex10v.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312506047010/dex10iv.htm)] |

| [removed: 10(viii)] [added: 10(xxvii)] | | [removed: [Amendment No. 1 to Senior Officers Long-Term Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan)] [added: [Executive Employment Agreement of Douglas J. Jellison] (incorporated by reference to Exhibit [removed: 10(vii)] [added: 10(xxx)] to the Annual Report on Form 10-K for the year ended December 31, [removed: 2019] [added: 2020] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459020007794/nue-ex10vii_274.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxx_208.htm)] |

| [removed: 10(ix)] [added: 10(vii)] | | [Senior Officers Annual Incentive Plan, as amended and restated effective January 1, 2013, for awards granted prior to January 1, 2018 (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed March 27, 2013 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312513128184/d467131ddef14a.htm#toc467131_25) |

| [removed: 10(x)] [added: 10(viii)] | | [Senior Officers Long-Term Incentive Plan, as amended and restated effective January 1, 2013, for awards granted prior to January 1, 2018 (incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A filed March 27, 2013 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312513128184/d467131ddef14a.htm#toc467131_26) |

| [removed: 10(xi)] [added: 10(x)] | | [Form of Restricted Stock Unit Award Agreement – [removed: time-vested] [added: retirement-vested] awards (incorporated by reference to Exhibit [removed: 10(iv)] [added: 10(v)] to the Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312506047010/dex10iv.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312506047010/dex10v.htm)] |

| [removed: 10(xii)] [added: 10(xi)] | | [Form of Restricted Stock Unit Award Agreement [removed: – retirement-vested awards] [added: for Non-Employee Directors] (incorporated by reference to Exhibit [removed: 10(v)] [added: 10] to the [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2005] [added: April 1, 2006] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312506047010/dex10v.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312506100013/dex10.htm)] |

| 10(xiii) | | [Form of [removed: Restricted Stock Unit] Award Agreement for [removed: Non-Employee Directors] [added: Annual Stock Option Grants used for awards granted after May 7, 2014] (incorporated by reference to Exhibit [removed: 10] [added: 10.1] to the Quarterly Report on Form 10-Q for the quarter ended [removed: April 1, 2006] [added: July 5, 2014] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312506100013/dex10.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312514307878/d732444dex101.htm)] |

| [removed: 10(xiv)] [added: 10(xii)] | | [Form of Award Agreement for Annual Stock Option Grants used for awards granted prior to May 8, 2014 (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312512343602/d375370dex10.htm) |

| 10(xv) | | [Form of Award Agreement for Annual Stock Option Grants used for awards granted after [removed: May 7, 2014] [added: February 21, 2022] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.4] to the Quarterly Report on Form 10-Q for the quarter ended [removed: July 5, 2014] [added: April 2, 2022] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312514307878/d732444dex101.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459022019391/nue-ex104_216.htm)] |

| [removed: 10(xvi)] [added: 10(xvii)] | | [Executive Employment Agreement of [removed: Craig A. Feldman] [added: James D. Frias] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.4] to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312518242368/d597161dex101.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex104.htm)] |

| [removed: 10(xvii)] [added: 10(xxii)] | | [Retirement, Separation, Waiver and Release Agreement, dated as of [removed: June 8, 2021,] [added: May 27, 2022,] by and between Nucor Corporation and [removed: Craig A. Feldman] [added: MaryEmily Slate] (incorporated by reference to Exhibit [removed: 10] [added: 10.2] to the Quarterly Report on Form 10-Q for the quarter ended July [removed: 3, 2021] [added: 2, 2022] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459021043479/nue-ex10_52.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459022028899/nue-ex102_118.htm)] |

| [removed: 10(xviii)] [added: 10(xxiii)] | | [Executive Employment Agreement of [removed: James D. Frias] [added: Leon J. Topalian] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.9] to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex104.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex109.htm)] |

| [removed: 10(xix)] [added: 10(xxiv)] | | [Executive Employment Agreement of [removed: Ladd R. Hall] [added: D. Chad Utermark] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.10] to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex105.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex1010.htm)] |

| [removed: 10(xx)] [added: 10(xix)] | | [Retirement, Separation, Waiver and Release Agreement, dated as of June 17, 2020, by and between Nucor Corporation and Ladd R. Hall (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed June 17, 2020 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520171078/d945422dex101.htm) |

| 10(xxi) | | [Executive Employment Agreement of [removed: Raymond S. Napolitan, Jr.] [added: MaryEmily Slate] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.7] to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex106.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459019029949/nue-ex10_82.htm)] |

| [removed: 10(xxii)] [added: 10(xx)] | | [Retirement, Separation, Waiver and Release Agreement, dated as of June 3, 2021, by and between Nucor Corporation and Raymond S. Napolitan, Jr. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed June 3, 2021 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312521181330/d156720dex101.htm) |

| [removed: 10(xxiii)] [added: 10(xxvi)] | | [Executive Employment Agreement of [removed: MaryEmily Slate] [added: David A. Sumoski] (incorporated by reference to Exhibit [removed: 10.7] [added: 10.1] to the Current Report on Form [removed: 8-K] [added: 8-K/A] filed [removed: February 19, 2020] [added: January 5, 2021] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459019029949/nue-ex10_82.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312521001580/d103230dex101.htm)] |

| [removed: 10(xxiv)] [added: 10(xxxiv)] | | [removed: [Executive Employment Agreement of Leon J. Topalian] [added: [Nucor Corporation Supplemental Retirement Plan for Executive Officers] (incorporated by reference to Exhibit [removed: 10.9] [added: 10.2] to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex109.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex102.htm)] |

| 10(xxv) | | [Executive Employment Agreement of [removed: D. Chad Utermark] [added: Allen C. Behr] (incorporated by reference to Exhibit [removed: 10.10] [added: 10.1] to the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed February 19,] [added: 10-Q for the quarter ended July 4,] 2020 (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex1010.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459020039639/nue-ex101_50.htm)] |

| [removed: 10(xxvi)] [added: 10(xxxii)] | | [Executive Employment Agreement of [removed: Allen C. Behr] [added: John Hollatz] (incorporated by reference to Exhibit [removed: 10.1] [added: 10] to the Quarterly Report on Form 10-Q for the quarter ended July [removed: 4, 2020] [added: 2, 2022] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459020039639/nue-ex101_50.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459022028899/nue-ex10_119.htm)] |

| [removed: 10(xxvii)] [added: 10(xxxi)] | | [Executive Employment Agreement of [removed: David A. Sumoski] [added: Stephen D. Laxton] (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed [removed: January 5, 2021] [added: March 4, 2022] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312521001580/d103230dex101.htm)] [added: (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312522066230/d245075dex101.htm)] |

| 10(xxviii) | | [Executive Employment Agreement of [removed: Douglas] [added: Gregory] J. [removed: Jellison] [added: Murphy] (incorporated by reference to Exhibit [removed: 10(xxx)] [added: 10(xxxi)] to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxx_208.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxi_206.htm)] |

| 2 | | [Stock Purchase Agreement, dated as of May 11, 2022, by and among Nucor Corporation, Arthur Holdings Corp. and Arthur Holdings L.P. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed May 16, 2022 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312522151808/d362473dex21.htm) |

| 4(x) | | [Fourth Supplemental Indenture, dated as of March 11, 2022, between Nucor Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed March 11, 2022 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312522073426/d310036dex42.htm) |

| 4(xi) | | [Fifth Supplemental Indenture, dated as of May 23, 2022, between Nucor Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed May 23, 2022 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312522157472/d353720dex41.htm) |

| 4(xxi) | | [Form of 3.125% Notes due 2032 (included in Exhibit 4(x) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed March 11, 2022 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312522073426/d310036dex42.htm) |

| 4(xxii) | | [Form of 3.850% Notes due 2052 (included in Exhibit 4(x) above) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed March 11, 2022 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312522073426/d310036dex42.htm) |

| 4(xxiii) | | [Form of 3.950% Notes due 2025 (included in Exhibit 4(xi) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed May 23, 2022 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312522157472/d353720dex41.htm) |

| 4(xxiv) | | [Form of 4.300% Notes due 2027 (included in Exhibit 4(xi) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed May 23, 2022 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312522157472/d353720dex41.htm) |

| 10(xiv) | | [Form of Restricted Share Unit Award Agreement used for awards granted after February 21, 2022 – time-vested awards (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459022019391/nue-ex103_215.htm) |

| 10(xxxiii)* | | [Executive Employment Agreement of Noah Hanners (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459023002793/nue-ex10xxxiii_255.htm) |

| | | |

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| | | |

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| | | |

| | | |

| | | |

| | | |

| 10(xxxi) | | [Executive Employment Agreement of K. Rex Query (incorporated by reference to Exhibit 10(xxxiii) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxiii_207.htm) |

| | | | | [added: Chair,] President and Chief Executive Officer |

| | | Dated: February 28, [removed: 2022] [added: 2023] | | |

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints [removed: James] [added: Stephen] D.

Rae Eagle, or either of them, his or her attorney-in-fact, with full power of substitution and resubstitution for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the [added: United States] Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorney-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

| Leon J. Topalian [added: Chair,] President, [added: and] Chief Executive Officer [removed: and Director] (Principal Executive Officer) | | Norma B. Clayton Director |

| [removed: James] [added: Stephen] D. [removed: Frias] [added: Laxton] Chief Financial Officer, Treasurer and Executive Vice President (Principal Financial Officer) | | Patrick J. Dempsey Director |

| Michael D. Keller Vice President and Corporate Controller (Principal Accounting Officer) | | Christopher J. Kearney [added: Lead] Director |

| [added: Dated: February 28, 2023] | | Nadja Y. West Director |

Registrants may voluntarily include a summary of information required by Form 10-K under this Item16.

We have elected not to include such summary information.

Laxton and A.

| /s/ Stephen D. Laxton | | /s/ Patrick J. Dempsey |

| | | /s/ Michael W. Lamach |

| | | Michael W. Lamach Director |

| | | John H. Walker Director |

None.

Frias and A.

| /s/ James D. Frias | | /s/ Patrick J. Dempsey |

| | | John H. Walker Non-Executive Chairman |

Dated: February 28, 2022