Item 1. Financial Statements

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Item 1. Financial Statements

Nucor Corporation Condensed Consolidated Statements of Earnings (Unaudited)

(In thousands, except per share amounts)

	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended
	Oct. 2, 2021			Oct. 3, 2020			Oct. 2, 2021			Oct. 3, 2020
Net sales	$	10,313,223		$	4,927,960		$	26,119,527		$	14,879,603
Costs, expenses and other:
Cost of products sold		6,906,950			4,425,765			18,617,314			13,370,181
Marketing, administrative and other expenses		526,345			165,513			1,204,539			460,922
Equity in (earnings) losses of unconsolidated affiliates		(32,464	)		(479	)		(65,106	)		14,422
Losses on assets		-			6,604			50,970			299,450
Interest expense, net		43,285			40,139			118,709			116,856
		7,444,116			4,637,542			19,926,426			14,261,831
Earnings before income taxes and noncontrolling interests		2,869,107			290,418			6,193,101			617,772
Provision for income taxes		645,842			67,788			1,410,863			207,610
Net earnings		2,223,265			222,630			4,782,238			410,162
Earnings attributable to noncontrolling interests		95,522			29,215			205,195			87,535
Net earnings attributable to Nucor stockholders	$	2,127,743		$	193,415		$	4,577,043		$	322,627
Net earnings per share:
Basic	$	7.29		$	0.63		$	15.37		$	1.06
Diluted	$	7.28		$	0.63		$	15.34		$	1.06
Average shares outstanding:
Basic		290,510			303,394			296,431			303,072
Diluted		291,152			303,441			296,928			303,099

See notes to condensed consolidated financial statements.

Nucor Corporation Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

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

See notes to condensed consolidated financial statements.

Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

	Oct. 2, 2021			Dec 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	1,764,293		$	2,639,671
Short-term investments		247,247			408,004
Accounts receivable, net		4,087,293			2,298,850
Inventories, net		5,678,715			3,569,089
Other current assets		346,277			573,048
Total current assets		12,123,825			9,488,662
Property, plant and equipment, net		7,777,277			6,899,110
Restricted cash and cash equivalents		281,345			115,258
Goodwill		2,787,992			2,229,672
Other intangible assets, net		1,171,292			668,021
Other assets		807,748			724,671
Total assets	$	24,949,479		$	20,125,394
LIABILITIES
Current liabilities:
Short-term debt	$	102,737		$	57,906
Current portion of long-term debt and finance lease obligations		615,130			10,885
Accounts payable		1,870,035			1,432,159
Salaries, wages and related accruals		1,323,365			462,727
Accrued expenses and other current liabilities		886,332			664,183
Total current liabilities		4,797,599			2,627,860
Long-term debt and finance lease obligations due after one year		4,949,945			5,271,789
Deferred credits and other liabilities		1,251,643			993,884
Total liabilities		10,999,187			8,893,533
EQUITY
Nucor stockholders' equity:
Common stock		152,061			152,061
Additional paid-in capital		2,131,514			2,121,288
Retained earnings		15,561,261			11,343,852
Accumulated other comprehensive loss, net of income taxes		(85,901	)		(118,861	)
Treasury stock		(4,336,415	)		(2,709,675	)
Total Nucor stockholders' equity		13,422,520			10,788,665
Noncontrolling interests		527,772			443,196
Total equity		13,950,292			11,231,861
Total liabilities and equity	$	24,949,479		$	20,125,394

See notes to condensed consolidated financial statements.

Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Nine Months (39 Weeks) Ended
	Oct. 2, 2021			Oct. 3, 2020
Operating activities:
Net earnings	$	4,782,238		$	410,162
Adjustments:
Depreciation		546,619			525,688
Amortization		76,656			62,877
Stock-based compensation		97,652			56,122
Deferred income taxes		166,748			140,606
Distributions from affiliates		200			3,021
Equity in (earnings) losses of unconsolidated affiliates		(65,106	)		14,422
Losses on assets		50,970			299,450
Changes in assets and liabilities (exclusive of acquisitions and dispositions):
Accounts receivable		(1,622,668	)		37,547
Inventories		(1,976,738	)		590,434
Accounts payable		343,014			15,366
Federal income taxes		262,195			18,848
Salaries, wages and related accruals		835,381			(69,235	)
Other operating activities		123,202			100,283
Cash provided by operating activities		3,620,363			2,205,591
Investing activities:
Capital expenditures		(1,207,088	)		(1,179,081	)
Investment in and advances to affiliates		(193	)		(16,542	)
Disposition of plant and equipment		15,581			19,492
Acquisitions (net of cash acquired)		(1,346,608	)		(20,368	)
Purchase of investments		(394,141	)		(401,986	)
Proceeds from the sale of investments		554,898			301,249
Other investing activities		1,042			(33,536	)
Cash used in investing activities		(2,376,509	)		(1,330,772	)
Financing activities:
Net change in short-term debt		44,831			1,334
Proceeds from long-term debt, net of discount		196,990			1,237,635
Repayment of long-term debt		-			(97,150	)
Bond issuance related costs		-			(6,250	)
Proceeds from exercise of stock options		143,874			-
Payment of tax withholdings on certain stock-based compensation		(71,494	)		(17,691	)
Distributions to noncontrolling interests		(120,619	)		(106,193	)
Cash dividends		(366,606	)		(368,636	)
Acquisition of treasury stock		(1,773,848	)		(39,499	)
Other financing activities		(7,993	)		(6,983	)
Cash (used in) provided by financing activities		(1,954,865	)		596,567
Effect of exchange rate changes on cash		1,720			(7,790	)
(Decrease) increase in cash and cash equivalents and restricted cash and cash equivalents		(709,291	)		1,463,596
Cash and cash equivalents and restricted cash and cash equivalents - beginning of year		2,754,929			1,534,605
Cash and cash equivalents and restricted cash and cash equivalents - end of nine months	$	2,045,638		$	2,998,201
Non-cash investing activity:
Change in accrued plant and equipment purchases	$	14,997		$	-

See notes to condensed consolidated financial statements.

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

Basis of Interim Presentation

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

Inventories

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

Property, Plant and Equipment

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

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

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

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

Goodwill and Other Intangible Assets

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

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

Nucor completed its most recent annual goodwill impairment testing during the fourth quarter of 2020 and concluded that as of such time there was no impairment of goodwill for any of its reporting units.

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

The annual assessment performed in 2020 for one of the Company’s reporting units, Grating, used forward-looking projections and included continued positive future cash flows. The fair value of this reporting unit exceeded its carrying value by approximately 88% in the most recent assessment. If our assessment of the relevant facts and circumstances changes, or the actual performance of this reporting unit falls short of expected results, non-cash impairment charges may be required. Total goodwill associated with the Grating reporting unit was $37.1 million as of October 2, 2021 ($37.0 million as of December 31, 2020).

Intangible assets with estimated useful lives of five to 22 years are amortized on a straight-line or accelerated basis and were comprised of the following as of October 2, 2021 and December 31, 2020 (in thousands):

	October 2, 2021				December 31, 2020
	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Customer relationships	$	1,874,831	$	897,952	$	1,421,962	$	838,443
Trademarks and trade names		233,423		106,928		162,365		100,000
Other		119,822		51,904		63,822		41,685
	$	2,228,076	$	1,056,784	$	1,648,149	$	980,128

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

Current Liabilities

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

Fair Value Measurements

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

				Fair Value Measurements at Reporting Date Using
Description	Carrying Amount in Condensed Consolidated Balance Sheets			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
As of October 2, 2021
Assets:
Cash equivalents	$	1,111,994		$	1,111,994	$	-		$	-
Short-term investments		247,247			247,247		-			-
Restricted cash and cash equivalents		281,345			281,345		-			-
Derivative contracts		31,257			-		31,257			-
Total assets	$	1,671,843		$	1,640,586	$	31,257		$	-
Liabilities:
Derivative contracts	$	(4,133	)	$	-	$	(4,133	)	$	-
As of December 31, 2020
Assets:
Cash equivalents	$	2,186,820		$	2,186,820	$	-		$	-
Short-term investments		408,004			408,004		-			-
Restricted cash and cash equivalents		115,258			115,258		-			-
Total assets	$	2,710,082		$	2,710,082	$	-		$	-
Liabilities:
Derivative contracts	$	(14,361	)	$	-	$	(14,361	)	$	-

Fair value measurements for Nucor’s cash equivalents, short-term investments and restricted cash and cash equivalents are classified under Level 1 because such measurements are based on quoted market prices in active markets for identical assets. Our short-term investments at October 2, 2021 consisted of certificates of deposit, commercial paper and corporate notes. Fair value measurements for Nucor’s derivatives are classified under Level 2 because such measurements are based on published market prices for similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit risks, spot and future commodity prices, and spot and future exchange rates. There were no transfers between the levels in the fair value hierarchy for the periods presented.

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

Contingencies

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

We are from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. We do not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on our results of operations, financial position or cash flows. Nucor maintains liability insurance 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 October 2, 2021, 7.0 million shares remained available for award under the Omnibus Plan.

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

Stock Options

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

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

				Weighted-		Weighted-
				Average		Average	Aggregate
				Exercise		Remaining	Intrinsic
	Shares			Price		Contractual Life	Value
Number of shares under stock options:
Outstanding at beginning of year		3,916		$	50.03
Granted		138		$	110.74
Exercised		(2,839	)	$	50.68		$	65,859
Canceled		-		$	-
Outstanding at October 2, 2021		1,215		$	55.40	6.8 years	$	53,125
Stock options exercisable at October 2, 2021		552		$	54.36	4.7 years	$	24,083

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

			Grant Date Fair Value
Restricted stock units:
Unvested at beginning of year	1,830		$	47.33
Granted	397		$	110.74
Vested	(918	)	$	57.41
Canceled	(58	)	$	48.67
Unvested at October 2, 2021	1,251		$	60.00

Compensation expense for RSUs was $10.4 million and $11.1 million in the third quarter of 2021 and 2020, respectively, and $42.4 million and $47.9 million in the first nine months of 2021 and 2020, respectively. As of October 2, 2021, unrecognized compensation expense related to unvested RSUs was $53.2 million, which is expected to be recognized over a weighted-average period of 1.3 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 for the first nine months of 2021 is as follows (shares in thousands):

				Grant Date
	Shares			Fair Value
Restricted stock units and restricted stock awards:
Unvested at beginning of year		127		$	49.94
Granted		262		$	65.61
Vested		(243	)	$	62.92
Canceled		(9	)	$	48.75
Unvested at October 2, 2021		137		$	56.93

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

Employee Benefit Plan

Nucor makes contributions to a Profit Sharing and Retirement Savings Plan for qualified employees based on the profitability of the Company. Nucor’s expense for these benefits totaled $274.9 million and $27.5 million in the third quarter of 2021 and 2020, respectively, and $596.2 million and $59.5 million in the first nine months of 2021 and 2020, respectively. The related liability for these benefits is included in salaries, wages and related accruals in the condensed consolidated balance sheets.

Interest Expense (Income)

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

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

Income Taxes

The effective tax rate for the third quarter of 2021 was 22.5% compared to 23.3% for the third quarter of 2020.

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

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

Stockholders’ Equity

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

				Three Months (13 Weeks) Ended October 2, 2021
													Accumulated									Total
								Additional					Other			Treasury Stock						Nucor
				Common Stock				Paid-in		Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling
	Total			Shares		Amount		Capital		Earnings			Income (Loss)			Shares			Amount			Equity			Interests
BALANCES, July 3, 2021	$	12,709,651			380,154	$	152,061	$	2,117,155	$	13,550,406		$	(73,729	)		86,459		$	(3,491,915	)	$	12,253,978		$	455,673
Net earnings		2,223,265			-		-		-		2,127,743			-			-			-			2,127,743			95,522
Other comprehensive income (loss)		(12,172	)		-		-		-		-			(12,172	)		-			-			(12,172	)		-
Stock options exercised		15,075			-		-		2,699		-			-			(285	)		12,376			15,075			-
Stock option expense		458			-		-		458		-			-			-			-			458			-
Issuance of stock under award plans, net of forfeitures		11,629			-		-		10,802		-			-			(19	)		827			11,629			-
Amortization of unearned compensation		400			-		-		400		-			-			-			-			400			-
Treasury stock acquired		(857,703	)		-		-		-		-			-			8,200			(857,703	)		(857,703	)		-
Cash dividends declared		(116,888	)		-		-		-		(116,888	)		-			-			-			(116,888	)		-
Distributions to noncontrolling interests		(23,423	)		-		-		-		-			-			-			-			-			(23,423	)
BALANCES, October 2, 2021	$	13,950,292			380,154	$	152,061	$	2,131,514	$	15,561,261		$	(85,901	)		94,355		$	(4,336,415	)	$	13,422,520		$	527,772

				Nine Months (39 Weeks) Ended October 2, 2021
														Accumulated									Total
								Additional						Other			Treasury Stock						Nucor
				Common Stock				Paid-in			Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling
	Total			Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Amount			Equity			Interests
BALANCES, December 31, 2020	$	11,231,861			380,154	$	152,061	$	2,121,288		$	11,343,852		$	(118,861	)		77,909		$	(2,709,675	)	$	10,788,665		$	443,196
Net earnings		4,782,238			-		-		-			4,577,043			-			-			-			4,577,043			205,195
Other comprehensive income (loss)		32,960			-		-		-			-			32,960			-			-			32,960			-
Stock options exercised		143,874			-		-		38,523			-			-			(2,839	)		105,351			143,874			-
Stock option expense		3,367			-		-		3,367			-			-			-			-			3,367			-
Issuance of stock under award plans, net of forfeitures		8,893			-		-		(32,864	)		-			-			(1,060	)		41,757			8,893			-
Amortization of unearned compensation		1,200			-		-		1,200			-			-			-			-			1,200			-
Treasury stock acquired		(1,773,848	)		-		-		-			-			-			20,345			(1,773,848	)		(1,773,848	)		-
Cash dividends declared		(359,634	)		-		-		-			(359,634	)		-			-			-			(359,634	)		-
Distributions to noncontrolling interests		(120,619	)		-		-		-			-			-			-			-			-			(120,619	)
BALANCES, October 2, 2021	$	13,950,292			380,154	$	152,061	$	2,131,514		$	15,561,261		$	(85,901	)		94,355		$	(4,336,415	)	$	13,422,520		$	527,772

				Three Months (13 Weeks) Ended October 3, 2020
													Accumulated									Total
								Additional					Other			Treasury Stock						Nucor
				Common Stock				Paid-in		Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling
	Total			Shares		Amount		Capital		Earnings			Income (Loss)			Shares			Amount			Equity			Interests
BALANCES, July 4, 2020	$	10,623,485			380,154	$	152,061	$	2,106,907	$	10,998,533		$	(340,836	)		78,259		$	(2,721,845	)	$	10,194,820		$	428,665
Net earnings		222,630			-		-		-		193,415			-			-			-			193,415			29,215
Other comprehensive income (loss)		25,367			-		-		-		-			25,367			-			-			25,367			-
Stock option expense		263			-		-		263		-			-			-			-			263			-
Issuance of stock under award plans, net of forfeitures		11,189			-		-		10,012		-			-			(34	)		1,177			11,189			-
Amortization of unearned compensation		400			-		-		400		-			-			-			-			400			-
Cash dividends declared		(123,039	)		-		-		-		(123,039	)		-			-			-			(123,039	)		-
Distributions to noncontrolling interests		(43,228	)		-		-		-		-			-			-			-			-			(43,228	)
Other		-			-		-		-		(1	)		-			-			-			(1	)		1
BALANCES, October 3, 2020	$	10,717,067			380,154	$	152,061	$	2,117,582	$	11,068,908		$	(315,469	)		78,225		$	(2,720,668	)	$	10,302,414		$	414,653

				Nine Months (39 Weeks) Ended October 3, 2020
													Accumulated									Total
								Additional					Other			Treasury Stock						Nucor
				Common Stock				Paid-in		Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling
	Total			Shares		Amount		Capital		Earnings			Income (Loss)			Shares			Amount			Equity			Interests
BALANCES, December 31, 2019	$	10,791,176			380,154	$	152,061	$	2,107,646	$	11,115,056		$	(302,966	)		78,342		$	(2,713,931	)	$	10,357,866		$	433,310
Net earnings		410,162			-		-		-		322,627			-			-			-			322,627			87,535
Other comprehensive income (loss)		(12,503	)		-		-		-		-			(12,503	)		-			-			(12,503	)		-
Stock option expense		2,402			-		-		2,402		-			-			-			-			2,402			-
Issuance of stock under award plans, net of forfeitures		38,996			-		-		6,234		-			-			(942	)		32,762			38,996			-
Amortization of unearned compensation		1,300			-		-		1,300		-			-			-			-			1,300			-
Treasury stock acquired		(39,499	)		-		-		-		-			-			825			(39,499	)		(39,499	)		-
Cash dividends declared		(368,774	)		-		-		-		(368,774	)		-			-			-			(368,774	)		-
Distributions to noncontrolling interests		(106,193	)		-		-		-		-			-			-			-			-			(106,193	)
Other		-			-		-		-		(1	)		-			-			-			(1	)		1
BALANCES, October 3, 2020	$	10,717,067			380,154	$	152,061	$	2,117,582	$	11,068,908		$	(315,469	)		78,225		$	(2,720,668	)	$	10,302,414		$	414,653

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

On May 13, 2021, the Company announced that the Board of Directors had approved a new share repurchase program under which the Company is authorized to repurchase up to $3.00 billion of the Company’s common stock and terminated any previously authorized share repurchase programs. Share repurchases will be made from time to time in the open market at prevailing market prices or through private transactions or block trades. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements and other factors. The share repurchase authorization is discretionary and has no expiration date. As of October 2, 2021, the Company had approximately $1.94 billion remaining available for share repurchases under the program.

Accumulated Other Comprehensive Income (Loss)

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

	Three-Month (13-Week) Period Ended
	October 2, 2021
	Gains and Losses on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gain (Loss)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at July 3, 2021	$	5,200		$	(85,595	)	$	6,666	$	(73,729	)
Other comprehensive income (loss) before reclassifications		19,057			(28,772	)		-		(9,715	)
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (1)		(2,457	)		-			-		(2,457	)
Net current-period other comprehensive income (loss)		16,600			(28,772	)		-		(12,172	)
Accumulated other comprehensive income (loss) at October 2, 2021	$	21,800		$	(114,367	)	$	6,666	$	(85,901	)

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

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

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

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

	Nine-Month (39-Week) Period Ended
	October 3, 2020

	Gains and Losses on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gain (Loss)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at December 31, 2019	$	(14,000	)	$	(296,773	)	$	7,807	$	(302,966	)
Other comprehensive income (loss) before reclassifications		4,888			(24,103	)		-		(19,215	)
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (2)		6,712			-			-		6,712
Net current-period other comprehensive income (loss)		11,600			(24,103	)		-		(12,503	)
Accumulated other comprehensive income (loss) at October 3, 2020	$	(2,400	)	$	(320,876	)	$	7,807	$	(315,469	)

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

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

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

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

	Three Months (13 Weeks) Ended					Nine Months (39 Weeks) Ended
	Oct. 2, 2021		Oct. 3, 2020			Oct. 2, 2021		Oct. 3, 2020
Net sales to external customers:
Steel mills	$	6,862,133	$	2,842,625		$	17,380,819	$	8,875,856
Steel products		2,744,279		1,738,004			6,795,441		4,988,026
Raw materials		706,811		347,331			1,943,267		1,015,721
	$	10,313,223	$	4,927,960		$	26,119,527	$	14,879,603
Intercompany sales:
Steel mills	$	1,840,007	$	731,942		$	4,561,418	$	2,264,278
Steel products		93,910		51,029			245,523		197,603
Raw materials		4,355,702		1,863,796			12,011,705		5,772,583
Corporate/eliminations		(6,289,619)		(2,646,767	)		(16,818,646)		(8,234,464	)
	$	-	$	-		$	-	$	-
Earnings (losses) before income taxes and noncontrolling interests:
Steel mills	$	3,116,539	$	205,152		$	6,606,320	$	512,082
Steel products		368,595		186,976			839,737		502,409
Raw materials		161,870		6,232			505,248		(3,068	)
Corporate/eliminations		(777,897)		(107,942	)		(1,758,204)		(393,651	)
	$	2,869,107	$	290,418		$	6,193,101	$	617,772

	Oct. 2, 2021		Dec. 31, 2020
Segment assets:
Steel mills	$	12,800,019	$	9,708,260
Steel products		7,667,192		4,461,042
Raw materials		3,788,291		3,324,489
Corporate/eliminations		693,977		2,631,603
	$	24,949,479	$	20,125,394

Revenue

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

	Three Months (13 Weeks) Ended October 2, 2021								Nine Months (39 Weeks) Ended October 2, 2021
	Steel Mills		Steel Products		Raw Materials		Total		Steel Mills		Steel Products		Raw Materials		Total
Sheet	$	3,643,599	$	-	$	-	$	3,643,599	$	9,099,358	$	-	$	-	$	9,099,358
Bar		1,633,641		-		-		1,633,641		4,409,798		-		-		4,409,798
Structural		765,440		-		-		765,440		1,862,176		-		-		1,862,176
Plate		819,453		-		-		819,453		2,009,487		-		-		2,009,487
Tubular Products		-		678,178		-		678,178		-		1,565,334		-		1,565,334
Rebar Fabrication		-		475,861		-		475,861		-		1,343,145		-		1,343,145
Other Steel Products		-		1,590,240		-		1,590,240		-		3,886,962		-		3,886,962
Raw Materials		-		-		706,811		706,811		-		-		1,943,267		1,943,267
	$	6,862,133	$	2,744,279	$	706,811	$	10,313,223	$	17,380,819	$	6,795,441	$	1,943,267	$	26,119,527

	Three Months (13 Weeks) Ended October 3, 2020								Nine Months (39 Weeks) Ended October 3, 2020
	Steel Mills		Steel Products		Raw Materials		Total		Steel Mills		Steel Products		Raw Materials		Total
Sheet	$	1,256,537	$	-	$	-	$	1,256,537	$	3,899,970	$	-	$	-	$	3,899,970
Bar		957,216		-		-		957,216		2,830,936		-		-		2,830,936
Structural		362,192		-		-		362,192		1,159,949		-		-		1,159,949
Plate		266,680		-		-		266,680		985,001		-		-		985,001
Tubular Products		-		274,915		-		274,915		-		830,283		-		830,283
Rebar Fabrication		-		463,286		-		463,286		-		1,300,518		-		1,300,518
Other Steel Products		-		999,803		-		999,803		-		2,857,225		-		2,857,225
Raw Materials		-		-		347,331		347,331		-		-		1,015,721		1,015,721
	$	2,842,625	$	1,738,004	$	347,331	$	4,927,960	$	8,875,856	$	4,988,026	$	1,015,721	$	14,879,603

Contract liabilities are primarily related to deferred revenue resulting from cash payments received in advance from customers to protect against credit risk. Contract liabilities totaled $232.3 million as of October 2, 2021 ($120.2 million as of December 31, 2020), and are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

Earnings Per Share

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

	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended
	Oct. 2, 2021			Oct. 3, 2020			Oct. 2, 2021			Oct. 3, 2020
Basic net earnings per share:
Basic net earnings	$	2,127,743		$	193,415		$	4,577,043		$	322,627
Earnings allocated to participating securities		(9,442	)		(1,201	)		(22,272	)		(2,182	)
Net earnings available to common stockholders	$	2,118,301		$	192,214		$	4,554,771		$	320,445
Basic average shares outstanding		290,510			303,394			296,431			303,072
Basic net earnings per share	$	7.29		$	0.63		$	15.37		$	1.06
Diluted net earnings per share:
Diluted net earnings	$	2,127,743		$	193,415		$	4,577,043		$	322,627
Earnings allocated to participating securities		(9,401	)		(1,202	)		(22,194	)		(2,182	)
Net earnings available to common stockholders	$	2,118,342		$	192,213		$	4,554,849		$	320,445
Diluted average shares outstanding:
Basic average shares outstanding		290,510			303,394			296,431			303,072
Dilutive effect of stock options and other		642			47			497			27
		291,152			303,441			296,928			303,099
Diluted net earnings per share	$	7.28		$	0.63		$	15.34		$	1.06

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

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

Acquisitions

On August 9, 2021, Nucor used cash on hand to acquire the assets of the insulated metal panels (“IMP”) business of Cornerstone Building Brands, Inc. for a purchase price of $1.00 billion. The Company believes this acquisition is strategically compelling and will broaden the value-added solutions that Nucor Buildings Group provides to targeted end markets such as warehousing, distribution and data centers. We expect these end-use markets to continue to grow in the coming years and that the use of IMP products within them will also increase. IMPs facilitate cost-effective climate control in the built environment and reduce energy usage and overall operations-related greenhouse gas emissions for owners and lessees. The IMP business Nucor acquired is comprised of two industry leading brands, CENTRIA and Metl-Span, and has seven manufacturing facilities located throughout North America, complementing the Company’s existing IMP business, Truecore. The IMP business financial results are included as part of the steel products segment (see Note 14).

We have allocated the purchase price for the IMP business 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 the IMP business as of the date of acquisition (in thousands):

Cash	$	—
Accounts receivable		49,869
Inventory		73,000
Other current assets		4,478
Property, plant and equipment		102,966
Goodwill		454,549
Other intangible assets		378,300
Other assets		13,515
Total assets acquired		1,076,677
Current liabilities		45,320
Other liabilities		12,855
Total liabilities assumed		58,175
Net assets acquired	$	1,018,502

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

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

The goodwill of $454.5 million is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel products segment (see Note 4). The goodwill is attributable to expected synergies within the steel products segment. Goodwill recognized for tax purposes was $454.5 million, all of which is deductible for tax purposes.

On August 20, 2021, Nucor used cash on hand to acquire Hannibal Industries, Inc. (“Hannibal”) for a purchase price of $370.0 million. Nucor purchased 100% of Hannibal's outstanding shares from its Employee Stock Ownership Plan. Hannibal is a leading national provider of steel racking solutions to warehouses. We expect that Hannibal’s business, serving customers in the e-commerce, industrial, food 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.

Together, the acquisitions of the IMP business and Hannibal reflect the Company’s strategy to target the fastest growing segments of steel intensive construction markets. Hannibal’s financial results are included as part of the steel products segment (see Note 14).

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

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

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

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

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

The goodwill of $80.6 million is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel products segment (see Note 4). The goodwill is attributable to expected synergies within the steel products segment. Goodwill recognized for tax purposes was $80.6 million, all of which is deductible for tax purposes.

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

Subsequent Events

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.

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

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