Item 8. Financial Statements and Supplementary Data

147K characters. Original on sec.gov · Markdown

Item 8. Financial Statements and Supplementary Data

| --- | --- |

Index to Financial Statements




				Management’s Report on Internal Control Over Financial Reporting			51

				Report of PricewaterhouseCoopers LLP Independent Registered Public Accounting Firm (PCAOB ID: 238)			52

				Consolidated Balance Sheets			55

				Consolidated Statements of Earnings			56

				Consolidated Statements of Comprehensive Income			57

				Consolidated Statements of Stockholders’ Equity			58

				Consolidated Statements of Cash Flows			59

				Notes to Consolidated Financial Statements			60

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Nucor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of Nucor’s internal control over financial reporting as of December 31, 2022. In making this assessment, management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013).

Our assessment did not include the internal controls over financial reporting of the California Steel Industries (“CSI”) or C.H.I businesses which were acquired on February 1, 2022 and 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 5.49% and 4.15%, respectively, of the related consolidated financial statement amounts as of and for the fiscal year ended December 31, 2022.

Based on its assessment, management concluded that Nucor’s internal control over financial reporting was effective as of December 31, 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, 2022 as stated in their report which is included herein.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of Nucor Corporation

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Nucor Corporation and its subsidiaries (the “Company”) as of December 31, 2022 and 2021, and the related consolidated statements of earnings, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 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, 2022, based on criteria established in Internal Control - Integrated 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, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2022, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 8. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded California Steel Industries, Inc. (“CSI”) and C.H.I Overhead Doors (“CHI”) from its assessment of internal control over financial reporting as of December 31, 2022 because they were acquired by the Company in purchase business combinations during 2022. We have also excluded CSI and CHI from our

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

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $3,920 million as of December 31, 2022, and the goodwill associated with the Steel Products segment was $2,510 million. Goodwill associated with the Rebar Fabrication reporting unit was $348 million as of December 31, 2022, which is included in the Steel Products segment. Goodwill is tested annually for 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. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit to the recorded value, including goodwill. For certain reporting units, it is necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. As disclosed by management, significant assumptions used to determine the fair value of each reporting unit 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 tests for the Rebar Fabrication reporting unit and certain other reporting units in the Steel Products segment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the Rebar Fabrication reporting unit and certain other reporting units in 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 prices and raw material costs for the Rebar Fabrication reporting unit and certain other reporting units in the 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.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment tests, including controls over the valuation of the Rebar Fabrication reporting unit and certain other reporting units in the Steel Products segment. These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of the Rebar Fabrication reporting unit and certain other reporting units in the Steel Products segment; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to sales prices and raw material costs for the Rebar Fabrication reporting unit and 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 significant assumptions related to sales prices, sales volumes, and raw material costs involved evaluating whether the significant assumptions used by management were reasonable considering (i) the current and past performance of the reporting units; (ii) the consistency with external market and industry 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 model.

/s/ PricewaterhouseCoopers LLP

Charlotte, North Carolina

February 28, 2023

We have served as the Company’s auditor since 1989.

CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31,
	2022			2021
ASSETS
Current assets:
Cash and cash equivalents (Note 14)	$	4,280,852		$	2,364,858
Short-term investments (Notes 3 and 14)		576,946			253,005
Accounts receivable, net (Note 4)		3,591,030			3,853,972
Inventories, net (Note 5)		5,453,531			6,011,182
Other current assets (Notes 13, 14 and 19)		789,325			316,540
Total current assets		14,691,684			12,799,557
Property, plant and equipment, net (Notes 6 and 7)		9,616,920			8,114,818
Restricted cash and cash equivalents (Notes 14 and 24)		80,368			143,800
Goodwill (Note 8)		3,920,060			2,827,344
Other intangible assets, net (Note 8)		3,322,265			1,103,759
Other assets (Notes 6 and 9)		847,913			833,794
Total assets	$	32,479,210		$	25,823,072
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt (Notes 11 and 14)	$	49,081		$	107,723
Current portion of long-term debt and finance lease obligations (Notes 6, 11 and 14)		28,582			615,678
Accounts payable (Note 10)		1,649,523			1,974,041
Salaries, wages and related accruals (Note 17)		1,654,210			1,495,166
Accrued expenses and other current liabilities (Notes 6, 10, 13, 15, 16 and 23)		948,348			964,805
Total current liabilities		4,329,744			5,157,413
Long-term debt and finance lease obligations due after one year (Notes 6, 11 and 14)		6,613,687			4,961,410
Deferred credits and other liabilities (Notes 6, 13, 15, 17 and 19)		1,965,873			1,100,455
Total liabilities		12,909,304			11,219,278
Commitments and contingencies (Notes 13, 15 and 16)
Equity
Nucor stockholders’ equity (Notes 12, 16 and 20):
Common stock (800,000 shares authorized; 380,154 and 380,154 shares issued, respectively)		152,061			152,061
Additional paid-in capital		2,143,520			2,140,608
Retained earnings		24,754,873			17,674,100
Accumulated other comprehensive loss, net of income taxes (Notes 13 and 20)		(137,517	)		(115,282	)
Treasury stock (126,661 and 107,742 shares, respectively)		(8,498,243	)		(5,835,098	)
Total Nucor stockholders’ equity		18,414,694			14,016,389
Noncontrolling interests		1,155,212			587,405
Total equity		19,569,906			14,603,794
Total liabilities and equity	$	32,479,210		$	25,823,072

See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

	Year Ended December 31,
	2022			2021			2020
Net sales (Note 23)	$	41,512,467		$	36,483,939		$	20,139,658
Costs, expenses and other:
Cost of products sold (Notes 6, 13 and 20)		29,009,187			25,458,525			17,911,708
Marketing, administrative and other expenses (Note 6)		1,997,178			1,706,609			615,041
Equity in (earnings) losses of unconsolidated subsidiaries		(10,714	)		(103,068	)		10,533
Losses and impairments of assets (Notes 7, 8, 9, 14, 19, 20 and 27)		101,756			62,161			613,640
Interest expense, net (Notes 6, 18 and 19)		170,216			158,854			153,198
		31,267,623			27,283,081			19,304,120
Earnings before income taxes and noncontrolling interests		10,244,844			9,200,858			835,538
Provision for income taxes (Notes 19 and 27)		2,165,204			2,078,488			(490	)
Net earnings		8,079,640			7,122,370			836,028
Earnings attributable to noncontrolling interests		472,303			294,909			114,558
Net earnings attributable to Nucor stockholders	$	7,607,337		$	6,827,461		$	721,470
Net earnings per share (Note 21):
Basic	$	28.88		$	23.23		$	2.37
Diluted	$	28.79		$	23.16		$	2.36

See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Year Ended December 31,
	2022			2021			2020
Net earnings	$	8,079,640		$	7,122,370		$	836,028
Other comprehensive income (loss):
Net unrealized income (loss) on hedging derivatives, net of income taxes of $24,300, $5,000, and $400 for 2022, 2021 and 2020, respectively		76,542			15,112			2,084
Reclassification adjustment for (gain) loss on settlement of hedging derivatives included in net earnings, net of income taxes of ($16,400), ($3,100) and $2,500 for 2022, 2021 and 2020, respectively		(51,554	)		(9,300	)		7,216
Foreign currency translation (loss) gain, net of income taxes of $0 for 2022, 2021 and 2020		(55,348	)		(4,041	)		17,306
Adjustment to early retiree medical plan, net of income taxes of $1,997, $659 and ($339) for 2022, 2021 and 2020, respectively		6,328			1,875			(1,213	)
Reclassification adjustment for loss (gain) on early retiree medical plan included in net earnings, net of income taxes of $671, ($10) and $17 for 2022, 2021 and 2020, respectively		1,797			(67	)		72
Liquidation of equity method investment in foreign joint venture, net of income taxes of $0 in 2020		—			—			158,640
		(22,235	)		3,579			184,105
Comprehensive income		8,057,405			7,125,949			1,020,133
Comprehensive income attributable to noncontrolling interests		(472,303	)		(294,909	)		(114,558	)
Comprehensive income attributable to Nucor stockholders	$	7,585,102		$	6,831,040		$	905,575

See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except per share data)

				Nucor Stockholders
														Accumulated									Total
								Additional						Other			Treasury Stock						Nucor
				Common Stock				Paid-in			Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling
	Total			Shares		Amount		Capital			Earnings			Loss			Shares			Amount			Equity			Interests
BALANCES, December 31, 2019	$	10,791,176			380,154	$	152,061	$	2,107,646		$	11,115,056		$	(302,966	)		78,342		$	(2,713,931	)	$	10,357,866		$	433,310
Net earnings in 2020		836,028			—		—		—			721,470			—			—			—			721,470			114,558
Other comprehensive income (loss)		184,105			—		—		—			—			184,105			—			—			184,105			—
Stock options exercised		11,846			—		—		2,590			—			—			(266	)		9,256			11,846			—
Stock option expense		2,736			—		—		2,736			—			—			—			—			2,736			—
Issuance of stock under award plans, net of forfeitures		51,898			—		—		17,399			—			—			(992	)		34,499			51,898			—
Amortization of unearned compensation		1,753			—		—		1,753			—			—			—			—			1,753			—
Treasury stock acquired		(39,499	)		—		—		—			—			—			825			(39,499	)		(39,499	)		—
Cash dividends declared ($1.6125 per share)		(492,674	)		—		—		—			(492,674	)		—			—			—			(492,674	)		—
Distributions to noncontrolling interests		(115,508	)		—		—		—			—			—			—			—			—			(115,508	)
Other		—			—		—		(10,836	)		—			—			—			—			(10,836	)		10,836
BALANCES, December 31, 2020	$	11,231,861			380,154	$	152,061	$	2,121,288		$	11,343,852		$	(118,861	)		77,909		$	(2,709,675	)	$	10,788,665		$	443,196
Net earnings in 2021		7,122,370			—		—		—			6,827,461			—			—			—			6,827,461			294,909
Other comprehensive income (loss)		3,579			—		—		—			—			3,579			—			—			3,579			—
Stock options exercised		145,255			—		—		38,434			—			—			(2,868	)		106,821			145,255			—
Stock option expense		3,825			—		—		3,825			—			—			—			—			3,825			—
Issuance of stock under award plans, net of forfeitures		19,305			—		—		(24,539	)		—			—			(1,101	)		43,844			19,305			—
Amortization of unearned compensation		1,600			—		—		1,600			—			—			—			—			1,600			—
Treasury stock acquired		(3,276,088	)		—		—		—			—			—			33,802			(3,276,088	)		(3,276,088	)		—
Cash dividends declared ($1.715 per share)		(497,213	)		—		—		—			(497,213	)		—			—			—			(497,213	)		—
Distributions to noncontrolling interests		(150,700	)		—		—		—			—			—			—			—			—			(150,700	)
BALANCES, December 31, 2021	$	14,603,794			380,154	$	152,061	$	2,140,608		$	17,674,100		$	(115,282	)		107,742		$	(5,835,098	)	$	14,016,389		$	587,405
Net earnings in 2022		8,079,640			—		—		—			7,607,337			—			—			—			7,607,337			472,303
Other comprehensive income (loss)		(22,235	)		—		—		—			—			(22,235	)		—			—			(22,235	)		—
Stock options exercised		22,852			—		—		(2,994	)		—			—			(447	)		25,846			22,852			—
Stock option expense		5,372			—		—		5,372			—			—			—			—			5,372			—
Issuance of stock under award plans, net of forfeitures		69,211			—		—		(4,366	)		—			—			(1,206	)		73,577			69,211			—
Amortization of unearned compensation		4,900			—		—		4,900			—			—			—			—			4,900			—
Treasury stock acquired		(2,762,568	)		—		—		—			—			—			20,572			(2,762,568	)		(2,762,568	)		—
Cash dividends declared ($2.01 per share)		(526,564	)		—		—		—			(526,564	)		—			—			—			(526,564	)		—
Distributions to noncontrolling interests		(332,293	)		—		—		—			—			—			—			—			—			(332,293	)
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

See notes to consolidated financial statements.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Year Ended December 31,
	2022			2021			2020
Operating activities:
Net earnings	$	8,079,640		$	7,122,370		$	836,028
Adjustments:
Depreciation		826,692			735,406			702,110
Amortization		234,942			129,157			83,356
Stock-based compensation		136,834			135,775			73,853
Deferred income taxes		(46,849	)		11,665			162,836
Distributions from affiliates		57,071			200			10,521
Equity in (earnings) losses of unconsolidated affiliates		(10,714	)		(103,068	)		10,533
Losses and impairments of assets		101,756			62,161			613,640
Changes in assets and liabilities (exclusive of acquisitions and dispositions):
Accounts receivable		501,225			(1,392,084	)		(129,290	)
Inventories		962,424			(2,307,336	)		284,081
Accounts payable		(496,234	)		383,428			250,561
Federal income taxes		(337,359	)		313,679			(197,275	)
Salaries, wages and related accruals		155,005			997,034			(41,169	)
Other operating activities		(92,379	)		142,389			37,092
Cash provided by operating activities		10,072,054			6,230,776			2,696,877
Investing activities:
Capital expenditures		(1,947,897	)		(1,621,989	)		(1,543,219	)
Investment in and advances to affiliates		(258	)		(237	)		(44,427	)
Sale of business		99,681			—			—
Disposition of plant and equipment		32,277			19,401			40,933
Acquisitions (net of cash acquired)		(3,553,191	)		(1,426,424	)		(88,071	)
Purchases of investments		(913,898	)		(493,889	)		(488,517	)
Proceeds from the sale of investments		590,173			648,887			392,178
Other investing activities		(9,596	)		399			(33,171	)
Cash used in investing activities		(5,702,709	)		(2,873,852	)		(1,764,294	)
Financing activities:
Net change in short-term debt		(58,642	)		49,817			(4,538	)
Proceeds from issuance of long-term debt, net of discount		2,091,934			196,990			1,237,635
Repayment of long-term debt		(1,111,000	)		—			(97,150	)
Premium on debt exchange		—			—			(180,383	)
Bond issuance costs		(13,138	)		—			(6,250	)
Proceeds from exercise of stock options		22,852			145,255			11,846
Payment of tax withholdings on certain stock-based compensation		(64,079	)		(73,260	)		(19,102	)
Distributions to noncontrolling interests		(332,293	)		(150,700	)		(115,508	)
Cash dividends		(533,589	)		(483,469	)		(491,655	)
Acquisition of treasury stock		(2,762,568	)		(3,276,088	)		(39,499	)
Proceeds from government incentives		275,000			—			—
Other financing activities		(25,340	)		(11,424	)		(9,542	)
Cash (used in) provided by financing activities		(2,510,863	)		(3,602,879	)		285,854
Effect of exchange rate changes on cash		(5,920	)		(316	)		1,887
Increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents		1,852,562			(246,271	)		1,220,324
Cash and cash equivalents and restricted cash and cash equivalents - beginning of year		2,508,658			2,754,929			1,534,605
Cash and cash equivalents and restricted cash and cash equivalents - end of year	$	4,361,220		$	2,508,658		$	2,754,929
Non-cash investing activity:
Change in accrued plant and equipment purchases	$	4,568		$	78,375		$	(16,103	)

See notes to consolidated financial statements.

NUCOR CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2022, 2021 AND 2020

Nature of Operations and Basis of Presentation

Nature of Operations

Nucor is principally a manufacturer of steel and steel products, as well as a scrap broker and processor, with operating facilities and customers primarily located in North America.

Principles of Consolidation

The consolidated financial statements include Nucor and its controlled subsidiaries, including Nucor-Yamato Steel Company (Limited Partnership) (“Nucor-Yamato”), of which Nucor owns 51% and California Steel Industries, Inc. (“CSI”), of which Nucor owns 51%. All intercompany transactions are eliminated.

Distributions are made to noncontrolling interest partners in Nucor-Yamato in accordance with the limited partnership agreement by mutual agreement of the general partners. At a minimum, sufficient cash is distributed so that each partner may pay its U.S. federal and state income taxes.

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

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.

Summary of Significant Accounting Policies

Cash and Cash Equivalents

Cash equivalents are recorded at cost plus accrued interest, which approximates fair value, and have original maturities of three months or less at the date of purchase. Cash and cash equivalents are maintained primarily with a few high-credit quality financial institutions.

Short-term Investments

Short-term investments are recorded at cost plus accrued interest, which approximates fair value. Unrealized gains and losses on investments classified as available-for-sale are recorded as a component of accumulated other comprehensive income (loss). Management determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination at each balance sheet date.

Inventories

Inventories are stated at the lower of cost or net realizable value. The Company records any amount required to reduce the carrying value of inventory to net realizable value as a charge to cost of products sold. Scrap and scrap substitute costs are a very significant component of the raw material, semi-finished and finished product inventory balances. The vast majority of the Company’s inventory is recorded on the first-in, first-out method. Production costs are applied to semi-finished and finished product inventory from the approximate period in which they are produced.

Property, Plant and Equipment

Property, plant and equipment is stated at cost, except for property, plant and equipment acquired through acquisitions which is recorded at acquisition date fair value. With the exception of our natural gas wells, depreciation primarily is provided on a straight-line basis over the estimated useful lives of the assets. Depletion of all capitalized costs associated with our natural gas producing properties is expensed on a unit-of-production basis by individual field as the gas from the proved developed reserves is produced. The costs of acquiring unproved natural gas leasehold acreage are capitalized. When proved reserves are found on unproved properties, the associated leasehold cost is transferred to proved properties. Unproved leases are reviewed periodically for any impairment triggering event, and a valuation allowance is provided for any estimated decline in value. The costs of planned major maintenance activities are capitalized as part of other current assets and amortized over the period until the next scheduled major maintenance activity. All other repairs and maintenance activities are expensed when incurred.

Goodwill and Other Intangibles

Goodwill is the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized but is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit, which is a level below the reportable segment, to the recorded value, including goodwill. When appropriate, Nucor performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. For certain reporting units, it is necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. A number of significant assumptions and estimates are involved in the application of the discounted cash flow model to forecast operating cash flows, which could include market growth and market share, sales volumes and prices, raw materials and other costs to produce, discount rate and estimated capital needs. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. Assumptions in estimating future cash flows are subject to a high degree of judgment and complexity. Changes in assumptions and estimates may affect the fair value of goodwill and could result in impairment charges in future periods.

Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line or accelerated basis.

Long-Lived Asset Impairments

We evaluate our property, plant and equipment and finite-lived intangible assets for potential impairment on an individual asset basis or at the lowest level asset grouping for which independent cash flows can be separately identified. Asset impairments are assessed whenever circumstances indicate that the carrying amounts of those productive assets could exceed their projected undiscounted cash flows. When it is determined that impairment exists, the related assets are written down to their estimated fair market value.

Equity Method Investments

Investments in joint ventures in which Nucor shares control over the financial and operating decisions but in which Nucor is not the primary beneficiary are accounted for under the equity method. Each of the Company’s equity method investments is subject to a review for impairment if, and when, circumstances indicate that a decline in fair value below its carrying amount may have occurred. Examples of such circumstances include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee; missed financial projections; a significant adverse change in the regulatory, tax, economic or technological environment of the investee; a significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates; and recurring negative cash flows from operations. When management considers the decline to be other than temporary, the Company would write down the related investment to its estimated fair market value.

Revenue Recognition

Nucor recognizes revenue when obligations under the terms of contracts with our customers are satisfied and collection is reasonably assured; generally, obligations under the terms of contracts are satisfied upon shipment or when control is transferred. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods. In addition, revenue is deferred when cash payments are received or due in advance of performance. See Note 23 for further information.

Income Taxes

Nucor utilizes the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.

Nucor recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of interest expense and other expenses.

Stock-Based Compensation

The Company recognizes the cost of stock-based compensation as an expense using fair value measurement methods. The assumptions used to calculate the fair value of stock-based compensation granted are evaluated and revised for new grants, as necessary, to reflect market conditions and experience.

Foreign Currency Translation

For Nucor’s operations where the functional currency is other than the U.S. dollar, assets and liabilities have been translated at year-end exchange rates, and income and expenses have been translated using average exchange rates for the respective periods. Adjustments resulting from the process of translating an entity’s financial statements into the U.S. dollar have been recorded in accumulated other comprehensive income (loss) and are included in net earnings only upon sale or liquidation of the underlying investments. Foreign currency transaction gains and losses are included in net earnings in the period they occur.

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.

Short-term Investments

Nucor held $ 576.9 million of short-term investments as of December 31, 2022 ($253.0 million as of December 31, 2021). The investments held as of December 31, 2022 and December 31, 2021 consisted mainly of several certificates of deposit (“CD’s”), commercial paper and corporate bonds, which were classified as available-for-sale. Interest income on the CD’s and corporate bonds was recorded as earned.

No realized or unrealized gains or losses were incurred in 2022, 2021 or 2020.

Accounts Receivable

An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of our customers to make required payments. Accounts receivable are stated net of the allowance for doubtful accounts of $200.2 million at December 31, 2022 ($95.4 million at December 31, 2021 and $51.3 million at December 31, 2020).

Inventories

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

Leases

We lease certain equipment, office space and land. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet.

Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or sometimes more. The exercise of lease renewal options is at our sole discretion and we consider these options in determining the lease term used to establish our right-of-use assets and lease liabilities. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or a purchase option reasonably certain of exercise.

We determine that a contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In evaluating whether we have the right to control the use of an identified asset, we assess whether or not we have the right to control the use of the identified asset and to obtain substantially all of the economic benefit from the use of the identified asset.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

Certain of our lease agreements include payments that adjust periodically for consumption of goods provided by the right-of-use asset in excess of contractually determined minimum amounts and for inflation. These variable lease payments are not significant. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Supplemental statement of earnings information related to our leases is as follows (in thousands):

		Year Ended December 31,
	Statement of Earnings Classification	2022		2021		2020
Operating lease cost	Cost of products sold	$	23,666	$	21,503	$	20,959
Operating lease cost	Marketing, administrative and other expenses		3,239		2,989		3,060
Total operating lease cost		$	26,905	$	24,492	$	24,019
Finance lease cost:
Amortization of leased assets	Cost of products sold	$	19,113	$	13,513	$	9,735
Interest on lease liabilities	Interest expense, net		12,229		10,670		10,551
Total finance lease cost		$	31,342	$	24,183	$	20,286
Total lease cost		$	58,247	$	48,675	$	44,305

Supplemental cash flow information related to our leases is as follows (in thousands):

	Year Ended December 31,
	2022		2021		2020
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	26,518	$	27,310	$	23,836
Operating cash flows from finance leases	$	12,229	$	10,670	$	10,551
Financing cash flows from finance leases	$	16,008	$	11,425	$	9,541
Non-cash investing and financing activities:
Additions to right-of-use assets obtained from
Operating lease liabilities	$	33,924	$	19,711	$	21,539
Finance lease liabilities	$	27,030	$	99,535	$	14,373

Supplemental balance sheet information related to our leases is as follows (in thousands):

		December 31,
	Balance Sheet Classification	2022		2021
Assets:
Operating lease	Other assets	$	101,499	$	92,318
Finance lease	Property, plant and equipment, net		169,076		162,427
Total leased		$	270,575	$	254,745
Liabilities:
Current operating	Accrued expenses and other current liabilities	$	23,621	$	20,598
Current finance	Current portion of long-term debt and finance lease obligations		18,582		14,678
Non-current operating	Deferred credits and other liabilities		81,455		74,161
Non-current finance	Long-term debt and finance lease obligations due after one year		169,804		164,375
Total leased		$	293,462	$	273,812

Weighted-average remaining lease term and discount rate for our leases are as follows:

		December 31, 2022
Weighted-average remaining lease term - operating leases		7.9 Years
Weighted-average remaining lease term - finance leases		15.0 Years
Weighted-average discount rate - operating leases		3.3%
Weighted-average discount rate - finance leases		12.9%

The reason for the substantial weighted-average discount rate – finance leases, of 12.9%, is due to Nucor’s past accounting for the respective finance leases under the former accounting guidance for capital leases. Pursuant to the former lease accounting guidance, the recognition of a capital lease asset and associated capital lease liability could not exceed the fair market value of the leased asset at the lease commencement. Accordingly, the incremental borrowing rate was adjusted upward so that the present value of the minimum lease payments would equal the fair value of the asset.

Maturities of lease liabilities by year for our leases were as follows as of December 31, 2022 (in thousands):

	Operating Leases			Finance Leases
Maturities of lease liabilities, year ending December 31,
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
Less imputed interest		(17,605	)		(86,596	)
Present value of lease liabilities	$	105,077		$	188,386

Property, Plant and Equipment

	(in thousands)
December 31,	2022			2021
Land and improvements, net	$	905,598		$	845,772
Buildings and improvements		2,230,672			1,845,937
Machinery and equipment		15,125,653			13,119,177
Proved oil and gas properties		558,486			558,336
Leasehold interest in unproved oil and gas properties		96,000			96,000
Construction in process and equipment deposits		1,815,638			2,039,245
		20,732,047			18,504,467
Less accumulated depreciation		(11,115,127	)		(10,389,649	)
	$	9,616,920		$	8,114,818

The estimated useful lives primarily range from five to 25 years for land improvements, four to 40 years for buildings and improvements and two to 15 years for machinery and equipment. The useful life for proved oil and gas properties is based on the unit-of-production method and varies by well.

St**eel Mills Segment Asset Impairments

In 2020, Nucor recorded non-cash impairment charges totaling $103.2 million related to certain inventory and long-lived assets, which primarily related to our Castrip sheet mill operations. Due to the advancements in the capabilities at our new cold mill and galvanizing line at Nucor Steel Arkansas, we believe the value of the technology and process has diminished for Nucor. As such, the existing Castrip assets are not expected to be materially utilized going forward. These charges are included in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2020.

Raw Materials Segment Asset Impairments

In 2020, regulatory authorities in Colorado adopted new rules that became effective January 2021. One of these rules increased drilling setback distances. In the fourth quarter of 2020, Nucor determined a triggering event had occurred, and performed an impairment analysis. As a result, Nucor recorded a $27.0 million non-cash impairment charge related to the write-down of our leasehold interest in unproved oil and gas properties. This charge is included in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2020.

In the second quarter of 2021, Nucor decided that it would not develop a portion of its unproved oil and natural gas properties (“Portion A”) within the contractually specified time period related to Portion A. As a result of this decision, the Company will forfeit its leasehold rights for Portion A. The Company recorded a charge of $42.0 million to write off the value of Portion A that is included in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2021. The decision not to develop Portion A was heavily influenced by the approaching deadline to commence development combined with Portion A’s expected near-term profitability not achieving management’s desired returns relative to the cost of development. A significant portion of the Company’s remaining leasehold interest in unproved oil and natural gas properties are held by production. The carrying value of the remaining portions of unproved oil and natural gas properties was $96.0 million at December 31, 2021.

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. The impairment charge is included in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2022. 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 and Other Intangible Assets

The change in the net carrying amount of goodwill for the years ended December 31, 2022 and 2021 by segment is as follows:

	(in thousands)
	Steel		Steel			Raw
	Mills		Products			Materials			Total
Balance, December 31, 2020	$	612,470	$	887,625		$	729,577		$	2,229,672
Acquisitions		705		553,704			44,718			599,127
Translation		—		(1,455	)		—			(1,455	)
Balance, December 31, 2021		613,175		1,439,874			774,295			2,827,344
Acquisitions		62,011		1,087,906			—			1,149,917
Divestitures		—		—			(39,466	)		(39,466	)
Translation		—		(17,735	)		—			(17,735	)
Balance, December 31, 2022	$	675,186	$	2,510,045		$	734,829		$	3,920,060

The majority of goodwill is not tax deductible.

Intangible assets with estimated useful lives of five to 25 years are amortized on a straight-line or accelerated basis and are comprised of the following:

	(in thousands)
	December 31, 2022				December 31, 2021
	Gross		Accumulated		Gross		Accumulated
	Amount		Amortization		Amount		Amortization
Customer relationships	$	4,174,724	$	1,087,834	$	1,872,348	$	924,506
Trademarks and trade names		364,106		142,363		217,255		99,906
Other		109,746		96,114		105,522		66,954
	$	4,648,576	$	1,326,311	$	2,195,125	$	1,091,366

Intangible asset amortization expense was $234.9 million in 2022 ($129.2 million in 2021 and $83.4 million in 2020). Annual amortization expense is estimated to be $234.8 million in 2023, $234.0 million in 2024, $233.0 million in 2025, $230.0 million in 2026 and $226.0 million in 2027.

The Company completed its annual goodwill impairment testing as of the first day of the fourth quarter for each of 2022, 2021 and 2020 and concluded that as of each such date there was no impairment of goodwill for any of its reporting units.

The annual assessment performed in 2022 for the Rebar Fabrication reporting unit used forward-looking projections and included continued positive future cash flows. The fair value of this reporting unit exceeded its carrying value by approximately 34 % in the most recent assessment. Although profitability fluctuates year-to-year, we currently expect the reporting unit to be profitable in 2023. If our assessment of the relevant facts and circumstances changes, or the actual performance of this reporting unit falls short of expected results, non-cash impairment charges may be required. Total goodwill associated with the Rebar Fabrication reporting unit as of December 31, 2022 was $347.6 million. An impairment of goodwill may also lead us to record an impairment of other intangible assets. Total finite-lived intangible assets associated with the Rebar Fabrication reporting unit as of December 31, 2022 was $36.3 million.

There are no significant historical accumulated impairment charges, by segment or in the aggregate, related to goodwill.

Equity Investments

The carrying value of our equity investments in domestic and foreign companies was $562.3 million at December 31, 2022 ($624.6 million at December 31, 2021), and is recorded in other assets in the consolidated balance sheets.

NuMit

Nucor owns a 50% economic and voting interest in NuMit LLC (“NuMit”). NuMit owns 100% of the equity interest in Steel Technologies LLC, an operator of 30 sheet processing facilities located throughout the United States, Canada and Mexico. Nucor accounts for its investment in NuMit (on a one-month lag basis) under the equity method, as control and risk of loss are shared equally between the members of NuMit. Nucor’s investment in NuMit was $423.9 million at December 31, 2022 ($418.7 million at December 31, 2021). Nucor received distributions of $55.6 million, $0.2 million, and $9.5 million from NuMit during 2022, 2021 and 2020, respectively.

Nucor-JFE Steel Mexico

Nucor owns a 50% economic and voting interest in Nucor-JFE Steel Mexico, S. de R.L. de C.V. (“NJSM”), a 50-50 joint venture with JFE Steel Corporation (“JFE”) of Japan, to build and operate a galvanized sheet steel plant in central Mexico. After delays caused by the COVID-19 pandemic, NJSM resumed hot commissioning in early December 2020. Nucor accounts for its investment in NJSM (on a one-month lag basis) under the equity method, as control and risk of loss are shared equally between the members of NJSM. Nucor’s investment in NJSM was $91.8 million at December 31, 2022 ($147.0 million at December 31, 2021).

Nucor guarantees a percentage, equal to its ownership percentage (50%), of NJSM’s borrowings under the General Financing Agreement and Promissory Note (the “NJSM Facility”). The fair value of the guarantee is immaterial. Nucor’s guarantee expires on April 30, 2023. The maximum amount NJSM could borrow under the NJSM Facility was amended on November 30, 2021 to $100.0 million. The NJSM Facility is uncommitted. As of December 31, 2022, there was $75.0 million outstanding under the NJSM Facility ($90.0 million as of December 31, 2021). If NJSM fails to pay when due any amounts for which it is obligated under the NJSM Facility, Nucor could be required to pay 50% of such amounts pursuant to and in accordance with the terms of its guarantee. Nucor has not recorded any liability associated with this guarantee.

NJSM has other credit facilities that Nucor has agreed to guarantee. The principal amount subject to guarantee by Nucor for these other credit facilities was $80.0 million as of December 31, 2022 ($50.0 million as of December 31, 2021). The fair value of the guarantees is immaterial. If NJSM fails to pay when due any amounts for which it is obligated under the other credit facilities, Nucor could be required to pay such amounts pursuant to and in accordance with the terms of its guarantees. Nucor has not recorded any liability associated with these guarantees.

Duferdofin Nucor

Nucor previously owned a 50% interest in Duferdofin Nucor S.r.l. (“Duferdofin Nucor”), an Italian steel manufacturer, and accounted for its investment (on a one-month lag basis) under the equity method, as control and risk of loss were shared equally between the members of Duferdofin Nucor. In December 2020, Nucor closed on an agreement (the “Duferdofin Agreement”) to transfer its 50% interest in Duferdofin Nucor to the owner of the remaining 50% interest, making Nucor’s investment in Duferdofin Nucor $0 at December 31, 2020.

In conjunction with the consummation of the Duferdofin Agreement, Nucor forgave the previously fully reserved, outstanding note receivable of €35.0 million ($37.8 million) from Duferdofin Nucor, and Nucor was released from the guarantee it previously provided with respect to Duferdofin Nucor’s borrowings under Facility A of the Structured Trade Finance Facilities Agreement (the “Duferdofin Agreement”). The fair value of the guarantee was immaterial, and Nucor did not have a liability recorded associated with this guarantee

All Equity Investments

Nucor reviews its equity investments for impairment if and when circumstances indicate that a decline in fair value below their carrying amounts may have occurred. There were no trigger events that caused management to pursue additional testing of our equity method investments in 2022.

Nucor did determine that a triggering event occurred in the first quarter of 2020 with respect to its equity method investment in Duferdofin Nucor due to adverse developments in the joint venture’s commercial outlook, which were exacerbated by the COVID-19 pandemic, all of which negatively impacted the joint venture’s strategic direction. After completing its impairment assessment, Nucor determined that the carrying amount exceeded its estimated fair value and the impairment condition was considered to be other than temporary. Therefore, Nucor recorded a $250.0 million impairment charge in the first quarter of 2020. The assumptions that most significantly affected the fair value determination included projected cash flows and the discount rate. The Company-specific inputs for measuring fair value are considered “Level 3” or unobservable inputs that are not corroborated by market data under applicable fair value authoritative guidance, as quoted market prices are not available.

Throughout 2020, additional capital contributions were made by the Company to Duferdofin Nucor that were immediately impaired. These additional capital contributions resulted in $5.0 million, $6.6 million and $25.4 million impairment charges against our investment in Duferdofin Nucor in the second, third and fourth quarters of 2020, respectively. Also, in the fourth quarter of 2020, Nucor reclassified into earnings, $158.6 million of cumulative foreign currency translation losses on our investment in Duferdofin Nucor. In 2020, total impairment charges, including the aforementioned note receivable, related to our investment in Duferdofin Nucor were approximately $483.5 million. These non-cash impairment charges are included in the steel mills segment and in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2020.

Current Liabilities

Book overdrafts, included in accounts payable in the consolidated balance sheets, were $163.6 million at December 31, 2022 ($143.8 million at December 31, 2021). Dividends payable, included in accrued expenses and other current liabilities in the consolidated balance sheets, were $130.5 million at December 31, 2022 ($137.6 million at December 31, 2021).

Debt and Other Financing Arrangements

	(in thousands)
December 31,	2022		2021
Industrial revenue bonds due from 2022 to 2061 (1)	$	1,349,230	$	1,350,230
Notes, 4.125%, due 2022		—		600,000
Notes, 4.000%, due 2023		—		500,000
Notes, 2.000%, due 2025		500,000		500,000
Notes, 3.950%, due 2025		500,000		—
Notes, 4.300%, due 2027		500,000		—
Term notes, 2.950%, due 2027 (2)		67,866		—
Notes, 3.950%, due 2028		500,000		500,000
Notes, 2.700%, due 2030		500,000		500,000
Notes, 3.125%, due 2032		550,000		—
Notes, 6.400%, due 2037		543,331		543,331
Notes, 5.200%, due 2043		338,133		338,133
Notes, 4.400%, due 2048		329,219		329,219
Notes, 3.850%, due 2052		550,000		—
Notes, 2.979%, due 2055		439,312		439,312
Finance lease obligations		188,386		179,053
Total long-term debt and finance lease obligations		6,855,477		5,779,278
Less premium on debt exchange		169,737		174,891
Less debt issuance costs		43,471		27,299
Total amounts outstanding		6,642,269		5,577,088
Less current maturities of long-term debt (2)		10,000		601,000
Less current portion of finance lease obligations		18,582		14,678
Total long-term debt and finance lease obligations due after one year	$	6,613,687	$	4,961,410

(1)	The industrial revenue bonds had variable rates ranging from 3.65% to 4.28% at December 31, 2022 and 0.14% to 0.18% at December 31, 2021.

(2) The term notes were assumed in conjunction with the acquisition of 51% ownership of CSI on February 1, 2022. The original principal amount of the notes was $101.0 million, with a fixed rate of 2.95% until September 30, 2026 when they will convert to a floating rate equal to LIBOR plus 1.00%. Payments of $2.5 million are due quarterly along with accrued interest. The term notes mature on March 31, 2027. (See Note 25.)

Annual aggregate long-term debt maturities are: $10.0 million in 2023, $10.0 million in 2024, $1.01 billion in 2025, $31.5 million in 2026, $527.9 million in 2027 and $5.08 billion thereafter.

On November 5, 2021, Nucor amended and restated its revolving credit facility to increase the borrowing capacity from $1.50 billion to $1.75 billion and to extend its maturity date to November 5, 2026. This facility remains undrawn. Costs associated with the amendment were immaterial. The unsecured revolving credit facility provides up to $1.75 billion in revolving loans and allows up to $500.0 million in additional commitments at Nucor’s election in accordance with the terms set forth in the credit agreement. Up to $100.0 million of the credit facility is available for the issuance of letters of credit and up to $500.0 million is available for the issuance of revolving loans for Nucor subsidiaries in accordance with the terms set forth in the credit agreement. The credit facility provides for a pricing grid based upon the credit rating of Nucor’s senior unsecured long-term debt and, alternatively, interest rates quoted by lenders in connection with competitive bidding. The credit facility includes customary financial and other covenants, including a limit on the ratio of funded debt to total capital of 60%, a limit on Nucor’s ability to pledge the Company’s assets and a limit on consolidations, mergers and sales of assets. As of December 31, 2022, Nucor’s funded debt to total capital ratio was 25%, and Nucor was in compliance with all covenants under the credit facility. No borrowings were outstanding under the credit facility as of December 31, 2022 and 2021.

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

On April 25, 2022, Nucor redeemed all $500.0 million aggregate principal amount outstanding of the 2023 Notes using a portion of the net proceeds from the issuance and sale of the 2032/2052 Notes. On August 15, 2022, Nucor redeemed all $600.0 million aggregate principal amount outstanding of the 2022 Notes using the remaining portion of the net proceeds from the issuance and sale of the 2032/2052 Notes.

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

Harris Steel has credit facilities totaling approximately $18.3 million, with no outstanding borrowings at December 31, 2022 and 2021. In addition, the business of Nucor Trading S.A. is financed by uncommitted trade credit arrangements with a number of European banking institutions. As of December 31, 2022, Nucor Trading S.A. had outstanding borrowings of $49.1 million, which are presented in short-term debt in the consolidated balance sheet ($107.7 million as of December 31, 2021).

Letters of credit totaling $43.5 million were outstanding as of December 31, 2022 ($98.7 million as of December 31, 2021), related to certain obligations, including workers’ compensation, utilities deposits and credit arrangements by Nucor Trading S.A. for commitments to purchase inventories.

Capital Stock

The par value of Nucor’s common stock is $0.40 per share and there are 800 million shares authorized. In addition, 250,000 shares of preferred stock, par value $4.00 per share, are authorized, with preferences, rights and restrictions as may be fixed by the Board of Directors. There are no shares of preferred stock issued or outstanding.

Dividends declared per share were $2.010 in 2022 ($1.715 in 2021 and $1.6125 per share in 2020).

The Company repurchased approximately $2.76 billion of its common stock in 2022 (approximately $3.28 billion in 2021 and $39.5 million in 2020).

On December 2, 2021, the Company announced that the Board of Directors had approved a new share repurchase program under which the Company is authorized to repurchase up to $4.00 billion of the Company’s common stock and terminated all previously authorized share repurchase programs. Share repurchases will be made from time to time in the open market at prevailing market prices or through private transactions or block trades. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements and other factors. The share repurchase authorization is discretionary and has no expiration date. At December 31, 2022, the Company had approximately $1.09 billion available for share repurchases under the program authorized by the Company’s Board of Directors.

Derivative Financial Instruments

The following tables summarize information regarding Nucor’s derivative financial instruments (in thousands):

		Fair Value at
		December 31,
Fair Value of Derivative Financial Instruments	Consolidated Balance Sheet Location	2022			2021
Asset derivatives designated as hedging instruments:
Commodity contracts	Other current assets	$	17,200		$	1,650
Commodity contracts	Other assets		17,200			—

Total asset derivatives designated as hedging instruments			34,400			1,650

Asset derivatives not designated as hedging instruments:
Foreign exchange contracts	Other current assets		—			4,983

Total asset derivatives		$	34,400		$	6,633

Liability derivatives designated as hedging instruments:
Commodity contracts	Deferred credits and other liabilities	$	-		$	(138	)
Liability derivatives not designated as hedging instruments:
Commodity contracts	Accrued expenses and other current liabilities		(501	)		(2,528	)
Foreign exchange contracts	Accrued expenses and other current liabilities		(869	)		—
Total liability derivatives not designated as hedging instruments			(1,370	)		(2,528	)
Total liability derivatives		$	(1,370	)	$	(2,666	)

The Effect of Derivative Financial Instruments on the Consolidated Statements of Earnings

Derivatives Designated as Hedging Instruments for the Year Ended December 31, (in thousands)

								Amount of Gain or
								(Loss), Net of Tax,
		Amount of Gain or (Loss),						Reclassified from							Amount of Gain or (Loss),
	Statement of	Net of Tax, Recognized						Accumulated OCI into							Net of Tax, Recognized
Derivatives in Cash Flow	Earnings	in OCI on Derivatives						Earnings on Derivatives							in Earnings on Derivatives
Hedging Relationships	Location	(Effective Portion)						(Effective Portion)							(Ineffective Portion)
		2022		2021		2020		2022		2021		2020			2022		2021		2020
Commodity contracts	Cost of products sold	$	76,542	$	15,112	$	2,084	$	51,554	$	9,300	$	(7,216	)	$	—	$	—	$	—

Derivatives Not Designated as Hedging Instruments for the Year Ended December 31, (in thousands)

		Amount of Gain or (Loss)
Derivatives Not Designated	Statement of Earnings	Recognized in Earnings on
as Hedging Instruments	Location	Derivatives
		2022		2021			2020
Commodity contracts	Cost of products sold	$	3,311	$	(27,777	)	$	(8,829	)
Foreign exchange contracts	Cost of products sold		11,641		8,114			(3,035	)
Total		$	14,952	$	(19,663	)	$	(11,864	)

At December 31, 2022, natural gas swaps covering approximately 35.0 million MMBTUs (extending through December 2024) were outstanding.

Fair Value Measurements

The following table summarizes information regarding Nucor’s financial assets and liabilities that are measured at fair value. Nucor does not have any non-financial assets or liabilities that are measured at fair value on a recurring basis.

				(in thousands)
				Fair Value Measurements at Reporting Date Using
				Quoted Prices
				in Active		Significant
	Carrying			Markets for		Other			Significant
	Amount in			Identical		Observable			Unobservable
	Consolidated			Assets		Inputs			Inputs
Description	Balance Sheets			(Level 1)		(Level 2)			(Level 3)
As of December 31, 2022
Assets:
Cash equivalents	$	3,182,631		$	3,182,631	$	—		$	—
Short-term investments		576,946			576,946		—			—
Derivative contracts		34,400			—		34,400			—
Restricted cash and cash equivalents		80,368			80,368		—			—
Total assets	$	3,874,345		$	3,839,945	$	34,400		$	—
Liabilities:
Derivative contracts	$	(1,370	)	$	—	$	(1,370	)	$	—
As of December 31, 2021
Assets:
Cash equivalents	$	1,776,477		$	1,776,477	$	—		$	—
Short-term investments		253,005			253,005		—			—
Derivative contracts		6,633			—		6,633			—
Restricted cash and cash equivalents		143,800			143,800		—			—
Total assets	$	2,179,915		$	2,173,282	$	6,633		$	—
Liabilities:
Derivative contracts	$	(2,666	)	$	—	$	(2,666	)	$	—

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

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

Contingencies

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

Stock-Based Compensation

Overview

The Company maintains the Nucor Corporation 2014 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) under which the Company may award stock-based compensation to key employees, officers and non-employee directors. The Company’s stockholders approved an amendment and restatement of the Omnibus Plan on May 14, 2020. The Omnibus Plan, as amended and restated, permits the award of stock options, restricted stock units, restricted shares and other stock-based awards for up to 19.0 million shares of the Company’s common stock. As of December 31, 2022, 5.7 million shares remained available for award under the Omnibus Plan.

The Company also maintains a number of inactive plans under which stock-based awards remain outstanding but no further awards may be made. As of December 31, 2022, 0.2 million shares were reserved for issuance upon the future settlement of outstanding awards under such inactive plans.

Stock Options

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

A summary of activity under Nucor’s stock option plans is as follows (shares in thousands):

	2022					2021					2020
				Weighted-					Weighted-					Weighted-
				Average					Average					Average
				Exercise					Exercise					Exercise
Year Ended December 31,	Shares			Price		Shares			Price		Shares			Price
Number of shares under stock options:
Outstanding at beginning of year		1,186		$	55.58		3,916		$	50.03		3,892		$	50.78
Granted		98		$	130.71		138		$	110.74		529		$	42.46
Exercised		(447	)	$	51.14		(2,868	)	$	50.65		(266	)	$	44.51
Canceled		—		$	—		—		$	—		(239	)	$	51.58
Outstanding at end of year		837		$	66.76		1,186		$	55.58		3,916		$	50.03
Stock options exercisable at end of year		313		$	59.60		523		$	54.71		3,168		$	50.85

The total intrinsic value of stock options (the amount by which the stock price exceeded the exercise price of the stock option on the date of exercise) that were exercised during 2022 was $32.2 million ($67.8 million in 2021 and $3.3 million in 2020).

The following table summarizes information about stock options outstanding at December 31, 2022 (shares in thousands):

	Options Outstanding					Options Exercisable
			Weighted-
			Average	Weighted-				Weighted-
Range of	Number		Remaining Contractual	Average Exercise		Number		Average Exercise
Exercise Prices	Outstanding		Life	Price		Exercisable		Price
$40.00 - $45.00		364	7.4 years	$	42.46		33	$	42.46
$45.01 - $50.00		148	5.8 years	$	48.18		148	$	48.18
$50.01 - $65.00		47	4.4 years	$	59.07		48	$	59.07
$65.01 - $110.75		180	7.6 years	$	98.30		73	$	80.10
$110.76 - $130.71		98	9.4 years	$	130.71		11	$	130.71
$40.00 - $130.71		837	7.2 years	$	66.76		313	$	59.60

As of December 31, 2022, the total aggregate intrinsic value of stock options outstanding and stock options exercisable was $54.5 million and $22.6 million, respectively.

The grant date fair value of stock options granted was $45.27 per share in 2022 ($32.30 per share in 2021 and $7.56 per share in 2020). The fair value was estimated using the Black-Scholes options pricing model with the following assumptions:

	2022	2021	2020
Exercise price	$130.71	$110.74	$42.46
Expected dividend yield	1.53%	1.46%	3.79%
Expected stock price volatility	35.77%	32.86%	30.12%
Risk-free interest rate	2.98%	1.28%	0.50%
Expected life (years)	6.5	6.5	6.5

Stock options granted to employees who are eligible for retirement on the date of the grant are expensed immediately since these awards vest upon retirement from the Company. Retirement, for purposes of vesting in these stock options, means termination of employment after satisfying age and years of service requirements. Similarly, stock options granted to employees who will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee will become retirement-eligible. Compensation expense for stock options granted to employees who will not become retirement-eligible prior to the end of the vesting term is recognized on a straight-line basis over the vesting period. Compensation expense for stock options was $5.4 million in 2022 ($3.8 million in 2021 and $2.7 million in 2020). As of December 31, 2022, unrecognized compensation expense related to stock options was $2.2 million, which is expected to be recognized over a weighted-average period of 1.6 years.

Restricted Stock Units

Nucor annually grants restricted stock units (“RSUs”) to key employees, officers and non-employee directors. The RSUs granted to key employees and officers vest and are converted to common stock in three equal installments on each of the first three anniversaries of the grant date, provided that a portion of the RSUs awarded to an officer prior to 2018 vest only upon the officer’s retirement. Retirement, for purposes of vesting in these RSUs only, means termination of employment with approval of the Compensation and Executive Development Committee of the Board of Directors after satisfying age and years of service requirements. RSUs granted to a non-employee director are fully vested on the grant date and are payable to the non-employee director in the form of common stock after the termination of the director’s service on the Board of Directors.

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

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

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

A summary of Nucor’s RSU activity is as follows (shares in thousands):

	2022		2021		2020
		Grant Date		Grant Date		Grant Date
Year Ended December 31,	Shares	Fair Value	Shares	Fair Value	Shares	Fair Value
Restricted stock units:
Unvested at beginning of year	1,167	$60.45	1,830	$47.33	1,776	$52.60
Granted	774	$130.71	397	$110.74	1,246	$42.46
Vested	(916)	$77.21	(997)	$57.09	(1,166)	$50.10
Canceled	(22)	$93.73	(63)	$49.54	(26)	$49.75
Unvested at end of year	1,003	$98.66	1,167	$60.45	1,830	$47.33

Compensation expense for RSUs was $80.4 million in 2022 ($52.1 million in 2021 and $58.6 million in 2020). The total fair value of shares vested during 2022 was $120.0 million ($109.5 million in 2021 and $49.8 million in 2020). As of December 31, 2022, unrecognized compensation expense related to unvested RSUs was $62.8 million, which is expected to be recognized over a weighted-average period of 1.1 years.

Restricted Stock Awards

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

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

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

A summary of Nucor’s restricted stock activity under the AIP and the LTIP is as follows (shares in thousands):

	2022					2021					2020
				Grant Date					Grant Date					Grant Date
Year Ended December 31,	Shares			Fair Value		Shares			Fair Value		Shares			Fair Value
Restricted stock units and restricted stock awards:
Unvested at beginning of year		107		$	57.17		127		$	49.94		147		$	60.81
Granted		465		$	128.62		262		$	65.61		348		$	36.15
Vested		(356	)	$	119.29		(273	)	$	62.17		(368	)	$	41.22
Canceled		(7	)	$	113.86		(9	)	$	48.75		—		$	—
Unvested at end of year		209		$	108.55		107		$	57.17		127		$	49.94

Compensation expense for common stock and common stock units awarded under the AIP and the LTIP is recorded over the performance measurement and vesting periods based on the anticipated number and market value of shares of common stock and common stock units to be awarded. Compensation expense for anticipated awards based upon Nucor’s financial performance, exclusive of amounts payable in cash, was $51.0 million in 2022 ($79.9 million in 2021 and $12.5 million in 2020). The total fair value of shares vested during 2022 was $45.9 million ($19.6 million in 2021 and $13.5 million in 2020). As of December 31, 2022, unrecognized compensation expense related to unvested restricted stock awards was $5.2 million, which is expected to be recognized over a weighted-average period of 1.8 years.

Employee Benefit Plans

Nucor makes contributions to a Profit Sharing and Retirement Savings Plan for qualified employees based on the profitability of the Company. Nucor’s expense for these benefits totaled $994.2 million in 2022 ($869.9 million in 2021 and $86.6 million in 2020). The related liability for these benefits is included in salaries, wages and related accruals in the consolidated balance sheets.

Nucor also has a medical plan covering certain eligible early retirees. The unfunded obligation, included in deferred credits and other liabilities in the consolidated balance sheets, totaled $25.6 million at December 31, 2022 ($29.3 million at December 31, 2021). The expense associated with this early retiree medical plan totaled $2.3 million in 2022 ($1.8 million in 2021 and $2.5 million in 2020). The discount rate used by Nucor in determining its benefit obligation was 5.24% in 2022 (2.81% in 2021 and 2.40% in 2020). The health care cost increase trend rate used was 6.3% in 2022 (5.3% in 2021 and 5.7% in 2020). The health care cost increase trend rate is projected to decline gradually to 4.0% by 2048.

Interest Expense (Income)

The components of net interest expense are as follows (in thousands):

	Year Ended December 31,
	2022			2021			2020
Interest expense	$	218,911		$	163,121		$	166,613
Interest income		(48,695	)		(4,267	)		(13,415	)
Interest expense, net	$	170,216		$	158,854		$	153,198

Interest paid was $229.5 million in 2022 ($170.7 million in 2021 and $181.2 million in 2020).

Income Taxes

Components of earnings before income taxes and noncontrolling interests are as follows (in thousands):

	Year Ended December 31,
	2022		2021		2020
United States	$	10,212,850	$	9,076,921	$	1,215,909
Foreign		31,994		123,937		(380,371	)
	$	10,244,844	$	9,200,858	$	835,538

The provision for income taxes consists of the following (in thousands):

	Year Ended December 31,
	2022			2021			2020
Current:
Federal	$	1,894,848		$	1,753,376		$	(177,159	)
State		304,323			293,752			(4,298	)
Foreign		12,882			19,695			18,131
Total current		2,212,053			2,066,823			(163,326	)
Deferred:
Federal		77,961			10,916			177,035
State		(120,440	)		(3,042	)		(25,500	)
Foreign		(4,370	)		3,791			11,301
Total deferred		(46,849	)		11,665			162,836
Total provision for income taxes	$	2,165,204		$	2,078,488		$	(490	)

A reconciliation of the federal statutory tax rate (21%) to the total provision is as follows:

	Year Ended December 31,
	2022	2021	2020
Taxes computed at statutory rate	21.00%	21.00%	21.00%
State income taxes, net of federal income tax benefit	1.41%	2.49%	-3.37%
Federal research credit	-0.10%	-0.07%	-0.79%
Equity in losses of foreign joint venture	0.11%	—	0.64%
Impairment on investment in foreign joint venture	—	—	11.20%
Tax loss on investment in foreign joint venture	—	—	-22.73%
Foreign rate differential	—	-0.03%	1.15%
Noncontrolling interests	-0.85%	-0.67%	-2.88%
CARES Act NOL carryback	—	—	-5.77%
Other, net	-0.44%	-0.13%	1.49%
Provision for income taxes	21.13%	22.59%	-0.06%

For the year ended December 31, 2022, the effective tax rate on continuing operations was 21.13% compared to 22.59% for the year ended December 31, 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. Both items are included in the State income taxes, net of federal income tax benefit line.

Deferred tax assets and liabilities resulted from the following (in thousands):

	December 31,
	2022			2021
Deferred tax assets:
Accrued liabilities and reserves	$	236,132		$	232,898
Allowance for doubtful accounts		55,160			34,124
Inventory		143,384			81,437
Research and development expenditures		42,109			—
Post-retirement benefits		7,997			10,763
Commodity hedges		—			243
Net operating loss carryforward		30,295			38,290
Tax credit carryforwards		162,498			172,629
Other deferred tax assets		10,894			11,336
Valuation allowance		(77,510	)		(183,759	)
Total deferred tax assets		610,959			397,961
Deferred tax liabilities:
Holdbacks and amounts not due under contracts		(16,016	)		(13,956	)
Hedges		(7,426	)		—
Intangibles		(724,450	)		(178,304	)
Property, plant and equipment		(1,050,579	)		(770,791	)
Other deferred tax liabilities		(51,726	)		—
Book/Tax differences on debt modifications		(45,458	)		(45,173	)
Total deferred tax liabilities		(1,895,655	)		(1,008,224	)
Total net deferred tax liabilities	$	(1,284,696	)	$	(610,263	)

Non-current deferred tax assets included in other assets in the consolidated balance sheets were $19.3 million at December 31, 2022 (none at December 31, 2021). Non-current deferred tax liabilities included in deferred credits and other liabilities in the consolidated balance sheets were $1.30 billion at December 31, 2022 ($610.3 million at December 31, 2021). The increase in non-current deferred tax liabilities in 2022 is primarily due to deferred tax liabilities related to the acquisition of C.H.I. Overhead Doors, LLC ("C.H.I.") on June 24, 2022. See Note 25 for more information regarding the acquisition. Current federal and state income taxes receivable included in other current assets in the consolidated balance sheets were $564.7 million at December 31, 2022 ($115.2 million at December 31, 2021). Nucor paid $2.63 billion in net federal, state and foreign income taxes in 2022 ($1.68 billion and $50.3 million in 2021 and 2020, respectively).

Nucor has not recognized deferred tax liabilities on its investment in foreign subsidiaries with undistributed earnings that satisfy the permanent reinvestment requirements (the deferred tax liabilities on the investments not permanently reinvested are immaterial). While Nucor considers future earnings to be permanently reinvested, it is expected that potential future distributions will likely be of a nontaxable manner. If this assertion of permanent reinvestment were to change, there may be deferred tax liabilities related to the withholding tax impacts on the actual distribution of certain cumulative undistributed foreign earnings, but the Company believes this amount to be immaterial.

State NOL carryforwards were $285.4 million at December 31, 2022 ($380.1 million at December 31, 2021). If unused, they will expire between 2023 and 2042. Foreign NOL carryforwards were $79.4 million at December 31, 2022 ($113.6 million at December 31, 2021). If unused, the foreign NOL carryforwards will expire between 2027 and 2042.

At December 31, 2022, Nucor had approximately $141.7 million of unrecognized tax benefits, of which $141.1 million would affect Nucor's effective tax rate, if recognized. At December 31, 2021, Nucor had approximately $95.1 million of unrecognized tax benefits, of which $94.4 million would affect Nucor's effective tax rate, if recognized.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits recorded in deferred credits and other liabilities in the consolidated balance sheets is as follows (in thousands):

	December 31,
	2022			2021			2020
Balance at beginning of year	$	95,136		$	47,965		$	50,920
Additions based on tax positions related to current year		54,438			52,853			4,138
Reductions based on tax positions related to current year		—			—			—
Additions based on tax positions related to prior years		13,473			2,405			223
Reductions based on tax positions related to prior years		(9,275	)		(3,060	)		—
Reductions due to settlements with taxing authorities		—			—			—
Reductions due to statute of limitations lapse		(12,080	)		(5,027	)		(7,316	)
Balance at end of year	$	141,692		$	95,136		$	47,965

We estimate that in the next 12 months, our gross uncertain tax positions, exclusive of interest, could decrease by as much as $6.2 million, as a result of the expiration of the applicable statute of limitations.

During 2022, Nucor recognized $9.4 million of expense in interest and penalties ($5.5 million of expense in 2021 and $0.1 million of expense in 2020). The interest and penalties are included in interest expense, net and marketing, administrative and other expenses, respectively, in the consolidated statements of earnings. As of December 31, 2022, Nucor had approximately $26.9 million of accrued interest and penalties related to uncertain tax positions (approximately $17.5 million as of December 31, 2021). The accrued interest and penalties are included in accrued expenses and other current liabilities and deferred credits and other liabilities, respectively, in the consolidated balance sheets.

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

Accumulated Other Comprehensive Income (Loss)

The following tables reflect the changes in accumulated other comprehensive income (loss) by component (in thousands):

	Gains and (Losses) on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gains (Losses)			Retiree Medical Plan		Total
December 31, 2021	$	1,112		$	(124,868	)	$	8,474	$	(115,282	)
Other comprehensive income (loss) before reclassifications		76,542			(55,348	)		6,328		27,522
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (1)		(51,554	)		—			1,797		(49,757	)
Net current-period other comprehensive income (loss)		24,988			(55,348	)		8,125		(22,235	)
December 31, 2022	$	26,100		$	(180,216	)	$	16,599	$	(137,517	)

(1)	Includes $(51,554) and $1,797 net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net gains on commodity contracts and adjustment to early retiree medical plan, respectively. The tax impacts of these reclassifications were $(16,400) and $671 respectively.

	Gains and (Losses) on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gains (Losses)			Retiree Medical Plan			Total
December 31, 2020	$	(4,700	)	$	(120,827	)	$	6,666		$	(118,861	)
Other comprehensive income (loss) before reclassifications		15,112			(4,041	)		1,875			12,946
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (2)		(9,300	)		-			(67	)		(9,367	)
Net current-period other comprehensive income (loss)		5,812			(4,041	)		1,808			3,579
December 31, 2021	$	1,112		$	(124,868	)	$	8,474		$	(115,282	)

(2)	Includes $(9,300) and $(67) net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net gains on commodity contracts and adjustment to early retiree medical plan, respectively. The tax impacts of these reclassifications were $(3,100) and $(10), respectively.

Earnings Per Share

The computations of basic and diluted net earnings per share are as follows (in thousands, except per share data):

Year Ended December 31,	2022			2021			2020
Basic net earnings per share:
Basic net earnings	$	7,607,337		$	6,827,461		$	721,470
Earnings allocated to participating securities		(31,172	)		(32,311	)		(4,356	)
Net earnings available to common stockholders	$	7,576,165		$	6,795,150		$	717,114
Basic average shares outstanding		262,348			292,491			303,168
Basic net earnings per share	$	28.88		$	23.23		$	2.37
Diluted net earnings per share:
Diluted net earnings	$	7,607,337		$	6,827,461		$	721,470
Earnings allocated to participating securities		(31,057	)		(32,190	)		(4,359	)
Net earnings available to common stockholders	$	7,576,280		$	6,795,271		$	717,111
Diluted average shares outstanding:
Basic average shares outstanding		262,348			292,491			303,168
Dilutive effect of stock options and other		828			899			103
		263,176			293,390			303,271
Diluted net earnings per share	$	28.79		$	23.16		$	2.36

The following stock options were excluded from the computation of diluted net earnings per share because their effect would have been anti-dilutive (shares in thousands):

Year Ended December 31,	2022		2021		2020
Anti-dilutive stock options:
Weighted-average shares		25		145		2,972
Weighted-average exercise price	$	130.71	$	91.06	$	51.87

Segments

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

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

Nucor’s results by segment were as follows (in thousands):

	Year Ended December 31,
	2022			2021			2020
Net sales to external customers:
Steel mills	$	24,189,858		$	24,145,396		$	12,109,307
Steel products		15,060,328			9,727,943			6,623,068
Raw materials		2,262,281			2,610,600			1,407,283
	$	41,512,467		$	36,483,939		$	20,139,658
Intercompany sales:
Steel mills	$	5,859,367		$	6,297,688		$	3,036,790
Steel products		547,219			360,063			248,477
Raw materials		13,715,176			15,762,685			8,153,841
Corporate/eliminations		(20,121,762	)		(22,420,436	)		(11,439,108	)
	$	—		$	—		$	—
Depreciation expense:
Steel mills	$	529,005		$	465,733		$	449,289
Steel products		115,501			99,248			93,184
Raw materials		171,060			159,886			150,474
Corporate		11,126			10,539			9,163
	$	826,692		$	735,406		$	702,110
Amortization expense:
Steel mills	$	7,829		$	7,829		$	7,334
Steel products		199,379			93,160			47,773
Raw materials		27,734			28,168			28,249
	$	234,942		$	129,157		$	83,356
Earnings before income taxes and noncontrolling interests:
Steel mills	$	7,199,087		$	9,735,020		$	720,151
Steel products		4,093,105			1,291,450			690,547
Raw materials		496,823			549,956			23,621
Corporate/eliminations		(1,544,171	)		(2,375,568	)		(598,781	)
	$	10,244,844		$	9,200,858		$	835,538
Segment assets:
Steel mills	$	14,157,229		$	13,235,463		$	9,708,260
Steel products		12,087,145			7,845,010			4,461,042
Raw materials		3,383,114			3,870,806			3,324,489
Corporate/eliminations		2,851,722			871,793			2,631,603
	$	32,479,210		$	25,823,072		$	20,125,394
Capital expenditures:
Steel mills	$	1,453,277		$	1,336,276		$	1,238,132
Steel products		267,128			187,152			135,512
Raw materials		181,680			128,765			125,213
Corporate		50,380			48,171			28,259
	$	1,952,465		$	1,700,364		$	1,527,116

Net sales by product were as follows (in thousands). Further product group breakdown is impracticable.

	Year Ended December 31,
	2022		2021		2020
Net sales to external customers:
Sheet	$	11,437,799	$	12,675,679	$	5,450,507
Bar		7,031,798		6,039,187		3,821,158
Structural		2,928,072		2,597,768		1,526,283
Plate		2,792,188		2,832,762		1,311,360
Tubular Products		1,944,532		2,194,732		1,113,581
Rebar Fabrication		2,205,960		1,794,658		1,708,441
Joist		2,958,235		1,351,235		758,853
Deck		2,392,438		1,167,162		717,276
Other Steel Products		5,559,164		3,220,155		2,324,916
Raw Materials		2,262,281		2,610,601		1,407,283
	$	41,512,467	$	36,483,939	$	20,139,658

Revenue

The durations of Nucor’s contracts with customers are generally one year or less. Customer payment terms are generally 30 days.

Contract liabilities are primarily related to deferred revenue resulting from cash payments received in advance from customers to protect against credit risk. Contract liabilities totaled $285.0 million as of December 31, 2022 ($251.9 million as of December 31, 2021), and are included in accrued expenses and other current liabilities in the consolidated balance sheets. The amount of revenue reclassified from the December 31, 2021 contract liabilities balance during 2022 was approximately $174.6 million.

Nucor disaggregates its revenues by major source in the same manner as presented in the net sales by product table in the segment footnote (see Note 22).

Steel Mills Segment

Sheet – For the majority of sheet products, we transfer control and recognize a sale when we ship the product from the sheet mill to our customer. The amount of consideration we receive and revenue we recognize for spot market sales are based upon prevailing prices at the time of sale. The amount of consideration we receive and revenue we recognize for contract customers are based primarily on pricing formulas that incorporate monthly or quarterly price adjustments which reflect changes in the current market-based indices and/or raw material costs near the time of shipment.

The amount 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. These contracts are typically one year or less. Contract sales within the steel mills segment are most notable in our sheet operations, as it is common for contract sales to account for the majority of sheet sales in a given year.

Bar, Structural and Plate – For the majority of bar, structural and plate products, we transfer control and recognize a sale when we ship the product from the mill to our customer. The significant majority of bar, structural and plate product sales are spot market sales, and the amount of consideration we receive and revenue we recognize for those sales are based upon prevailing prices at the time of sale.

Steel Products Segment

Tubular Products – The tubular products businesses transfer control and recognize a sale when the products are shipped from our operating locations to our customers. The majority of tubular product sales are spot market sales, and the amount of consideration we receive and revenue we recognize for those sales are based upon prevailing prices at the time of sale.

Rebar Fabrication – The majority of revenue relates to revenue from contracts with customers for the supply of fabricated rebar. As the majority of contracts with customers are fixed price contracts to complete a job, control transfers over time and revenue is recognized (if collection is reasonably assured) over time using an input method, based on the amount of rebar shipped from the Company’s operating locations relative to the total expected amount of rebar required to complete the job.

For contracts to supply fabricated rebar and install it at the customer’s job site, there are two performance obligations: (1) the supply of the fabricated rebar and (2) the installation of the supplied rebar at the customer’s job site. For the supply of fabricated rebar performance obligation, the transaction price allocated to this performance obligation is determined at the start of the contract, based on the awarded contract price for the supplied fabricated rebar and revenue is recognized over time based on the amount of rebar shipped from the Company’s operating locations relative to the total expected amount of rebar required to complete the job. For the installation of supplied rebar performance obligation, the transaction price allocated to this performance obligation is determined at the start of the contract, based on the awarded contract price for the installation of fabricated rebar and revenue is recognized over time based on the amount of rebar installed relative to the total expected amount of rebar required to be installed to complete the job.

While a majority of the contracts with customers are fixed price contracts to complete a job, variable consideration can occur from contract modifications relating to change orders and price escalations caused by changes in underlying material costs. In these situations, the additional variable consideration is recognized cumulatively in the period in which the contract modification is approved and collection is reasonably assured unless the change order relates to additional distinct goods or services at standalone selling prices in which case they are accounted for prospectively. Management reviews these situations on a case-by-case basis and considers a variety of factors, including relevant experience with similar types of performance obligations, the Company’s experience with the customer and collectability considerations.

Other Steel Products – Other steel products include our joist, deck, cold finish, metal building systems, insulated metal panels, piling, overhead doors, and the other remaining businesses that comprise the steel products segment. Generally, for these businesses, we transfer control and recognize a sale when we ship the product from our operating locations to our customers. The amount of consideration we receive and revenue we recognize for those sales are agreed upon with the customers before the product is shipped.

Included in the other steel products businesses is Nucor Warehouse Systems (“NWS”). The majority of NWS’s revenues are related to supply and installation contracts. Revenue on NWS’s supply and installation contracts is primarily recognized over time, typically between three and six months, using the cost-to-cost input measure (e.g., costs incurred to date relative to total estimated costs at completion) to measure progress because it best depicts the transfer of assets to the customer which occurs as the Company incurs costs on the contracts.

Raw Materials Segment

The majority of the raw materials segment revenue from outside customers is generated by DJJ. We transfer control and recognize a sale based on the terms of the agreement with the customer, which is generally when the product has met the delivery requirements. The amount of consideration we receive and revenue we recognize for those sales is based on the contract with the customer, which generally reflects current market prices at the time the contract is entered into.

Restricted Cash and Cash Equivalents

As of December 31, 2022, restricted cash and cash equivalents totaled $80.4 million ($143.8 million as of December 31, 2021), and primarily consisted of net proceeds from the issuance of $197.0 million in August 2021 and $162.6 million in July 2020 of 40-year variable-rate Green Bonds. The restricted cash and cash equivalents related to the debt issuance are being held in a trust account and will be used 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. Funds will be disbursed from the trust account as qualified expenditures for the construction of the Brandenburg facility are made ($64.2 million during 2022 and $168.5 million during 2021). Interest earned on funds held in the trust account is subject to the same usage requirements as the bond proceeds principal. Since the restricted cash, interest and dividends must be used for the construction of the Brandenburg facility and relate to a long-term liability, the entire balance has been classified as a non-current asset.

Acquisitions

Acquisition of C.H.I.

On June 24, 2022, Nucor used cash on hand to acquire the assets of C.H.I. for a purchase price, net of cash acquired, of approximately $3.00 billion. C.H.I. is a leading manufacturer of overhead doors for residential and commercial markets in the United States and Canada. Commercial overhead doors are used in warehousing and retail, areas that Nucor has focused its attention on recently through other value-added products such as insulated metal panels (CENTRIA, Metl-Span and TrueCore brands) and steel racking solutions (Nucor Warehouse Systems). It is expected that the C.H.I. acquisition also will benefit from Nucor’s recent paint line investments at its Hickman, Arkansas and Crawfordsville, Indiana sheet mills. The C.H.I. financial results are included as part of the steel products segment (see Note 22) beginning on June 24, 2022, the date Nucor acquired it.

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

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

Cash	$	159,066
Accounts receivable		73,549
Inventory		52,515
Other current assets		18,177
Property, plant and equipment		117,392
Goodwill		1,037,173
Other intangible assets		2,389,180
Other assets		9,559
Total assets acquired		3,856,611
Current liabilities		75,146
Deferred income taxes		578,019
Other liabilities		7,509
Total liabilities assumed		660,674
Net assets acquired	$	3,195,937

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

			Weighted-
			Average Life
Customer relationships	$	2,242,000	25 years
Trade name		147,000	13 years
Backlog		180	1 year
	$	2,389,180

The goodwill of $1.04 billion is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel products segment (see Note 8). The goodwill is attributable to expected synergies within the steel products segment. Goodwill recognized for tax purposes was $5.6 million, all of which is deductible for tax purposes. Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of C.H.I. and, therefore, this information is not presented.

Acquisition of CSI

On February 1, 2022, Nucor used cash on hand to acquire a 51% controlling ownership position in CSI by purchasing a 50% equity interest from a subsidiary of Vale S.A. for a cash purchase price of approximately $400.0 million, adjusted for net debt and working capital at closing, as well as a 1% equity interest from JFE Steel Corporation. CSI is a flat-rolled steel converter located in California with the capability to produce more than two million tons of finished steel and steel products annually. The company has five product lines, including hot rolled, pickled and oiled, cold rolled, galvanized and electric resistance welded (“ERW”) pipe. Key end-use markets served by CSI include customers in the construction, service center and energy industries. We believe this acquisition helps give Nucor a strong presence in the Western region of the United States and grows our ability to produce a wide range of value-added sheet products. The CSI financial results were included as part of the steel mills segment (see Note 22) beginning on February 1, 2022, the date Nucor acquired its 51% controlling ownership position.

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

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

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

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

The goodwill of $62.0 million is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel mills segment (see Note 8). The goodwill is attributable to the assembled workforce acquired, expanding our Western United States presence and CSI’s value-added product capabilities. None of the goodwill is deductible for tax purposes. Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of CSI and, therefore, this information is not presented.

Acquisition of IMP Business of Cornerstone

On August 9, 2021, Nucor used cash on hand to acquire the assets of the insulated metal panels, or, IMP, business of Cornerstone Building Brands, Inc. (“Cornerstone”) for a purchase price of $1.00 billion. The Company believes this acquisition will broaden the value-added solutions that Nucor Buildings group provides to targeted end markets such as warehousing, distribution and data centers. We expect these end-use markets to continue to grow in the coming years and that the use of IMP products within them will also increase. IMPs facilitate cost-effective climate control in the built environment and reduce energy usage and overall operations-related GHG emissions for owners and lessees. The acquired IMP business is comprised of two industry leading brands, CENTRIA and Metl-Span, and has seven manufacturing facilities located throughout North America, complementing Nucor’s existing IMP business, TrueCore, LLC. The IMP business financial results are included as part of the steel products segment (see Note 22) beginning on August 9, 2021, the date Nucor acquired it.

We have allocated the purchase price for the IMP business to its individual assets acquired and liabilities assumed.

The following table summarizes the fair values of the assets acquired and liabilities assumed of the IMP business as of August 9, 2021, the date of acquisition (in thousands):

Cash	$	—
Accounts receivable		47,037
Inventory		73,000
Other current assets		4,478
Property, plant and equipment		102,966
Goodwill		480,167
Other intangible assets		364,000
Other assets		13,515
Total assets acquired		1,085,163
Current liabilities		46,620
Other liabilities		12,855
Total liabilities assumed		59,475
Net assets acquired	$	1,025,688

The following table summarizes the purchase price allocation to the identifiable intangible assets of the IMP business as of August 9, 2021, the date of acquisition (in thousands, except years):

			Weighted-
			Average Life
Customer relationships	$	309,000	10 years
Trademarks and trade name		45,000	10 years
Backlog		10,000	1 year
.	$	364,000

The goodwill of $480.2 million is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel products segment (see Note 8). The goodwill is attributable to expected synergies within the steel products segment. Goodwill recognized for tax purposes was $480.2 million, all of which is deductible for tax purposes. Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of the IMP business and, therefore, this information is not presented.

Acquisition of Hannibal

On August 20, 2021, Nucor used cash on hand to acquire Hannibal for a purchase price of $370.0 million. Nucor purchased 100% of Hannibal's outstanding shares from its Employee Stock Ownership Plan. Hannibal is a leading national provider of steel racking solutions to warehouses. We expect that Hannibal’s business, serving customers in the e-commerce, industrial, food storage and retail segments, will also continue to grow in the coming years. Hannibal has manufacturing facilities in Los Angeles and Houston, as well as three distribution centers. Hannibal’s financial results are included as part of the steel products segment (see Note 22) beginning on August 20, 2021, the date Nucor acquired it.

We have allocated the purchase price for Hannibal to its individual assets acquired and liabilities assumed.

The following table summarizes the fair values of the assets acquired and liabilities assumed of Hannibal as of August 20, 2021, the date of acquisition (in thousands):

Cash	$	124,655
Accounts receivable		115,728
Inventory		65,005
Other current assets		2,113
Property, plant and equipment		116,955
Goodwill		84,922
Other intangible assets		201,700
Other assets		8,776
Total assets acquired		719,854
Current liabilities		228,750
Finance lease obligations		80,124
Other liabilities		13,155
Total liabilities assumed		322,029
Net assets acquired	$	397,825

The following table summarizes the purchase price allocation to the identifiable intangible assets of Hannibal as of August 20, 2021, the date of acquisition (in thousands, except years):

			Weighted-
			Average Life
Customer relationships	$	144,000	10 years
Trademarks and trade name		26,000	7 years
Backlog		31,700	1 year
	$	201,700

The goodwill of $84.9 million is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel products segment (see Note 8). The goodwill is attributable to expected synergies within the steel products segment. Goodwill recognized for tax purposes was $84.9 million, all of which is deductible for tax purposes. Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of Hannibal and, therefore, this information is not presented.

Other Acquisitions

Other smaller acquisitions, exclusive of purchase price adjustments made and net of cash acquired, totaled approximately $169.6 million, $134.8 million and $88.1 million in 2022, 2021 and 2020, respectively. Pro-forma results of operations for the Company would not be materially different if the aggregate acquisitions made during 2022, 2021 and 2020 were included and, therefore, this information is not presented.

Quarterly Information (Unaudited)

	(in thousands, except per share data)
	Year Ended December 31, 2022
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Net sales	$	10,493,282	$	11,794,474	$	10,500,755	$	8,723,956
Gross margin		3,458,139		4,104,263		2,843,391		2,097,487
Net earnings (1)		2,227,115		2,727,237		1,799,043		1,326,245
Net earnings attributable to Nucor stockholders (1)		2,095,623		2,561,233		1,694,748		1,255,733
Net earnings per share:
Basic	$	7.69	$	9.69	$	6.51	$	4.90
Diluted	$	7.67	$	9.67	$	6.50	$	4.89

	(in thousands, except per share data)
	Year Ended December 31, 2021
	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
Net sales	$	7,017,140	$	8,789,164	$	10,313,223	$	10,364,412
Gross margin		1,622,437		2,473,503		3,406,273		3,523,201
Net earnings (2)		987,514		1,571,459		2,223,265		2,340,132
Net earnings attributable to Nucor stockholders (2)		942,432		1,506,868		2,127,743		2,250,418
Net earnings per share:
Basic	$	3.10	$	5.05	$	7.29	$	7.99
Diluted	$	3.10	$	5.04	$	7.28	$	7.97

(1)

Fourth quarter of 2022 results include an after-tax net benefit of $60.4 million related to state tax credits, an after-tax net benefit of $88.0 million related to a change in the valuation allowance of a state deferred tax asset, and a pre-tax $96.0 million write-off of the remaining carrying value of our leasehold interest in unproved oil and gas properties. This charge is included in the raw materials segment.

(2)	Second quarter 2021 results include a $42.0 million non-cash impairment charge related to the write-off of a portion of our leasehold interest in unproved oil and natural gas properties. This charge is included in the raw materials segment.

Previous: Item 7A. Quantitative and Qualitative Disclosures About Market Risk · Next: Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.