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						Six Months (26 Weeks) Ended
	July 2, 2022			July 3, 2021			July 2, 2022			July 3, 2021
Net sales	$	11,794,474		$	8,789,164		$	22,287,756		$	15,806,304
Costs, expenses and other:
Cost of products sold		7,690,211			6,315,661			14,725,354			11,710,364
Marketing, administrative and other expenses		563,211			387,070			1,087,795			678,194
Equity in earnings of unconsolidated affiliates		(7,113	)		(19,403	)		(14,808	)		(32,642	)
Losses on assets		-			44,308			-			50,970
Interest expense, net		57,763			35,780			100,898			75,424
		8,304,072			6,763,416			15,899,239			12,482,310
Earnings before income taxes and noncontrolling interests		3,490,402			2,025,748			6,388,517			3,323,994
Provision for income taxes		763,165			454,289			1,434,165			765,021
Net earnings		2,727,237			1,571,459			4,954,352			2,558,973
Earnings attributable to noncontrolling interests		166,004			64,591			297,496			109,673
Net earnings attributable to Nucor stockholders	$	2,561,233		$	1,506,868		$	4,656,856		$	2,449,300
Net earnings per share:
Basic	$	9.69		$	5.05		$	17.34		$	8.14
Diluted	$	9.67		$	5.04		$	17.30		$	8.13
Average shares outstanding:
Basic		263,221			296,817			267,416			299,359
Diluted		263,719			297,529			268,066			299,738

See notes to condensed consolidated financial statements.

Nucor Corporation Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

	Three Months (13 Weeks) Ended					Six Months (26 Weeks) Ended
	July 2, 2022			July 3, 2021		July 2, 2022			July 3, 2021
Net earnings	$	2,727,237		$	1,571,459	$	4,954,352		$	2,558,973
Other comprehensive income (loss):
Net unrealized income on hedging derivatives, net of income taxes of $5,100 and $2,600 for the second quarter of 2022 and 2021, respectively, and $21,900 and $3,000 for the first six months of 2022 and 2021, respectively		16,138			8,204		69,614			9,203
Reclassification adjustment for settlement of hedging derivatives included in net earnings, net of income taxes of ($4,800) and $0 for the second quarter of 2022 and 2021, respectively, and ($6,500) and $100 for the first six months of 2022 and 2021, respectively		(15,136	)		196		(20,526	)		697
Foreign currency translation (loss) gain, net of income taxes of $0 for the second quarter and first six months of 2022 and 2021		(27,308	)		21,431		(4,616	)		35,232
		(26,306	)		29,831		44,472			45,132
Comprehensive income		2,700,931			1,601,290		4,998,824			2,604,105
Comprehensive income attributable to noncontrolling interests		166,004			64,591		297,496			109,673
Comprehensive income attributable to Nucor stockholders	$	2,534,927		$	1,536,699	$	4,701,328		$	2,494,432

See notes to condensed consolidated financial statements.

Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)

	July 2, 2022			Dec 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	2,002,708		$	2,364,858
Short-term investments		363,287			253,005
Accounts receivable, net		4,749,600			3,853,972
Inventories, net		6,579,142			6,011,182
Other current assets		339,074			316,540
Total current assets		14,033,811			12,799,557
Property, plant and equipment, net		9,213,600			8,114,818
Restricted cash and cash equivalents		88,262			143,800
Goodwill		3,929,503			2,827,344
Other intangible assets, net		3,429,149			1,103,759
Other assets		974,132			833,794
Total assets	$	31,668,457		$	25,823,072
LIABILITIES
Current liabilities:
Short-term debt	$	100,509		$	107,723
Current portion of long-term debt and finance lease obligations		629,171			615,678
Accounts payable		2,315,796			1,974,041
Salaries, wages and related accruals		1,239,617			1,495,166
Accrued expenses and other current liabilities		1,074,108			964,805
Total current liabilities		5,359,201			5,157,413
Long-term debt and finance lease obligations due after one year		6,621,685			4,961,410
Deferred credits and other liabilities		1,834,763			1,100,455
Total liabilities		13,815,649			11,219,278
Commitments and contingencies
EQUITY
Nucor stockholders' equity:
Common stock		152,061			152,061
Additional paid-in capital		2,115,178			2,140,608
Retained earnings		22,064,383			17,674,100
Accumulated other comprehensive loss, net of income taxes		(70,810	)		(115,282	)
Treasury stock		(7,452,168	)		(5,835,098	)
Total Nucor stockholders' equity		16,808,644			14,016,389
Noncontrolling interests		1,044,164			587,405
Total equity		17,852,808			14,603,794
Total liabilities and equity	$	31,668,457		$	25,823,072

See notes to condensed consolidated financial statements.

Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)

	Six Months (26 Weeks) Ended
	July 2, 2022			July 3, 2021
Operating activities:
Net earnings	$	4,954,352		$	2,558,973
Adjustments:
Depreciation		397,270			362,492
Amortization		87,267			41,858
Stock-based compensation		74,219			66,729
Deferred income taxes		(36,220	)		102,367
Distributions from affiliates		2,287			180
Equity in earnings of unconsolidated affiliates		(14,808	)		(32,642	)
Losses on assets		-			50,970
Changes in assets and liabilities (exclusive of acquisitions and dispositions):
Accounts receivable		(648,569	)		(1,093,021	)
Inventories		(157,976	)		(1,673,962	)
Accounts payable		198,062			726,649
Federal income taxes		33,441			290,287
Salaries, wages and related accruals		(252,758	)		385,265
Other operating activities		97,174			97,041
Cash provided by operating activities		4,733,741			1,883,186
Investing activities:
Capital expenditures		(968,795	)		(702,378	)
Investment in and advances to affiliates		(227	)		(169	)
Disposition of plant and equipment		15,996			10,665
Acquisitions (net of cash acquired)		(3,465,866	)		300
Purchases of investments		(330,278	)		(357,917	)
Proceeds from the sale of investments		219,996			367,512
Other investing activities		(7,096	)		587
Cash used in investing activities		(4,536,270	)		(681,400	)
Financing activities:
Net change in short-term debt		(7,214	)		42,780
Proceeds from issuance of long-term debt, net of discount		2,091,934			-
Repayment of long-term debt		(506,000	)		-
Bond issuance costs		(13,138	)		-
Proceeds from exercise of stock options		18,819			128,800
Payment of tax withholdings on certain stock-based compensation		(58,218	)		(64,416	)
Distributions to noncontrolling interests		(268,535	)		(97,196	)
Cash dividends		(272,038	)		(246,539	)
Acquisition of treasury stock		(1,707,893	)		(916,145	)
Proceeds from government incentives		125,000			-
Other financing activities		(17,059	)		(5,072	)
Cash used in financing activities		(614,342	)		(1,157,788	)
Effect of exchange rate changes on cash		(817	)		8,079
(Decrease) increase in cash and cash equivalents and restricted cash and cash equivalents		(417,688	)		52,077
Cash and cash equivalents and restricted cash and cash equivalents - beginning of year		2,508,658			2,754,929
Cash and cash equivalents and restricted cash and cash equivalents - end of six months	$	2,090,970		$	2,807,006
Non-cash investing activity:
Change in accrued plant and equipment purchases	$	(23,583	)	$	44,754

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, 2021 condensed consolidated balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The unaudited condensed consolidated financial statements included in this Item 1 should be read in conjunction with the audited consolidated financial statements and the notes thereto included in Nucor’s Annual Report on Form 10-K for the year ended December 31, 2021.

Inventories

Inventories consisted of approximately 37% raw materials and supplies and 63% finished and semi-finished products at July 2, 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.

Property, Plant and Equipment

Property, plant and equipment is recorded net of accumulated depreciation of $10.72 billion at July 2, 2022 ($10.39 billion at December 31, 2021).

Goodwill and Other Intangible Assets

The change in the net carrying amount of goodwill for the six months ended July 2, 2022 by segment was as follows (in thousands):

	Steel Mills		Steel Products			Raw Materials			Total
Balance at December 31, 2021	$	613,175	$	1,439,874		$	774,295		$	2,827,344
Acquisitions		62,011		1,062,176			-			1,124,187
Other		-		-			(19,983	)		(19,983	)
Translation		-		(2,045	)		-			(2,045	)
Balance at July 2, 2022	$	675,186	$	2,500,005		$	754,312		$	3,929,503

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

The annual assessment performed in 2021 for one of the Company’s reporting units, Rebar Fabrication, used forward-looking projections in future cash flows. The fair value of this reporting unit exceeded its carrying value by approximately 54% in the most recent assessment. If our assessment of the relevant facts and circumstances changes, including if the expected future performance of this reporting unit declines from the most recent assessment, non-cash impairment charges may be required. Total goodwill associated with the Rebar Fabrication reporting unit was $361.3 million as of July 2, 2022 ($363.0 million as of December 31, 2021). An impairment of goodwill may also lead us to record an impairment of other intangible assets. Total finite-lived intangible assets associated with the Rebar Fabrication reporting unit were $40.9 million as of July 2, 2022 ($45.0 million as of December 31, 2021). There have been no triggering events requiring an interim assessment for impairment of the Rebar Fabrication reporting unit since the most recent annual goodwill impairment testing date.

Intangible assets with estimated useful lives of five to 25 years are amortized on a straight-line or accelerated basis and were comprised of the following as of July 2, 2022 and December 31, 2021 (in thousands):

	July 2, 2022				December 31, 2021
	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Customer relationships	$	4,134,981	$	982,186	$	1,872,348	$	924,506
Trademarks and trade names		364,355		110,946		217,255		99,906
Other		108,446		85,501		105,522		66,954
	$	4,607,782	$	1,178,633	$	2,195,125	$	1,091,366

Intangible asset amortization expense in the second quarter of 2022 and 2021 was $45.9 million and $20.8 million, respectively, and $87.3 million and $41.9 million in the first six months of 2022 and 2021, respectively. Annual amortization expense is estimated to be $233.2 million in 2022; $232.7 million in 2023; $232.0 million in 2024; $231.0 million in 2025; and $228.0 million in 2026.

Current Liabilities

Book overdrafts, included in accounts payable in the condensed consolidated balance sheets, were $185.6 million at July 2, 2022 ($143.8 million at December 31, 2021). Dividends payable, included in accrued expenses and other current liabilities in the condensed consolidated balance sheets, were $132.1 million at July 2, 2022 ($137.6 million at December 31, 2021).

Fair Value Measurements

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

				Fair Value Measurements at Reporting Date Using
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 July 2, 2022
Assets:
Cash equivalents	$	1,230,885		$	1,230,885	$	-		$	-
Short-term investments		363,287			363,287		-			-
Restricted cash and cash equivalents		88,262			88,262		-			-
Derivative contracts		77,860		-			77,860			-
Total assets	$	1,760,294		$	1,682,434	$	77,860		$	-
As of December 31, 2021
Assets:
Cash equivalents	$	1,776,477		$	1,776,477	$	-		$	-
Short-term investments		253,005			253,005		-			-
Restricted cash and cash equivalents		143,800			143,800		-			-
Derivative contracts		6,633			-		6,633			-
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. Our short-term investments at July 2, 2022 consisted of certificates of deposit, commercial paper and corporate notes. Fair value measurements for Nucor’s derivatives, which are typically commodity or foreign exchange contracts, are classified under Level 2 because such measurements are based on published market prices for similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit risks, spot and future commodity prices, and spot and future exchange rates. There were no transfers between the levels in the fair value hierarchy for the periods presented.

The fair value of short-term and long-term debt, including current maturities, was approximately $6.77 billion at July 2, 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 July 2, 2022 and December 31, 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

Stock Options

A summary of activity under Nucor’s stock option plans for the first six months of 2022 is as follows (shares and aggregate intrinsic value 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		1,186		$	55.58
Granted		98		$	130.71
Exercised		(359	)	$	52.45		$	24,547
Canceled		-		$	-
Outstanding at July 2, 2022		925		$	64.77	7.6 years	$	40,947
Stock options exercisable at July 2, 2022		401		$	56.57	6.4 years	$	20,055

For the 2022 stock option grant, the grant date fair value of $45.27 per share was calculated using the Black-Scholes options pricing model with the following assumptions:

Exercise price	130.71
Expected dividend yield	1.53	%
Expected stock price volatility	35.77	%
Risk-free interest rate	2.98	%
Expected life (in years)	6.5

Compensation expense for stock options was $3.9 million and $2.6 million in the second quarter of 2022 and 2021, respectively, and $4.4 million and $2.9 million in the first six months of 2022 and 2021, respectively. As of July 2, 2022, unrecognized compensation expense related to stock options was $3.1 million, which is expected to be recognized over a weighted-average period of 2.0 years.

Restricted Stock Units

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

			Grant Date Fair Value
Restricted stock units:
Unvested at beginning of year	1,167		$	60.45
Granted	774		$	130.71
Vested	(849	)	$	75.80
Canceled	(6	)	$	60.71
Unvested at July 2, 2022	1,086		$	98.55

Compensation expense for RSUs was $41.9 million and $22.7 million in the second quarter of 2022 and 2021, respectively, and $50.9 million and $32.0 million in the first six months of 2022 and 2021, respectively. As of July 2, 2022, unrecognized compensation expense related to unvested RSUs was $93.7 million, which is expected to be recognized over a weighted-average period of 1.5 years.

Restricted Stock Awards

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

				Grant Date
	Shares			Fair Value
Restricted stock units and restricted stock awards:
Unvested at beginning of year		107		$	57.17
Granted		465		$	128.62
Vested		(341	)	$	119.52
Canceled		-		$	-
Unvested at July 2, 2022		231		$	109.02

Compensation expense for common stock and common stock units awarded under the AIP and the LTIP is recorded over the performance measurement and vesting periods based on the anticipated number and market value of shares of common stock and common stock units to be awarded. Compensation expense for anticipated awards based upon Nucor’s financial performance, exclusive of amounts payable in cash, was $1.8 million and $21.6 million in the second quarter of 2022 and 2021, respectively, and $18.8 million and $31.8 million in the first six months of 2022 and 2021, respectively. As of July 2, 2022, unrecognized compensation expense related to unvested restricted stock awards was $7.5 million, which is expected to be recognized over a weighted-average period of 2.2 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 $333.0 million and $192.4 million in the second quarter of 2022 and 2021, respectively, and $619.9 million and $321.3 million in the first six months of 2022 and 2021, 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 second quarter and first six months of 2022 and 2021 are as follows (in thousands):

	Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	July 2, 2022			July 3, 2021			July 2, 2022			July 3, 2021
Interest expense	$	63,514		$	37,661		$	107,590		$	78,631
Interest income		(5,751	)		(1,881	)		(6,692	)		(3,207	)
Interest expense, net	$	57,763		$	35,780		$	100,898		$	75,424

Income Taxes

The effective tax rate for the second quarter of 2022 was 21.9% compared to 22.4% for the second quarter of 2021.

The Internal Revenue Service (the “IRS”) is currently examining Nucor’s 2015, 2019 and 2020 federal income tax returns. Nucor has concluded U.S. federal income tax matters for tax years through 2014 and for tax year 2016. The tax years 2017 and 2018 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 2015 through 2020 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada and other state and local jurisdictions).

Non-current deferred tax liabilities included in deferred credits and other liabilities in the condensed consolidated balance sheets were $1.30 billion at July 2, 2022 ($610.3 million at December 31, 2021). The increase in non-current deferred tax liabilities in the first six months of 2022 was primarily due to deferred tax liabilities related to the acquisition of C.H.I. Overhead Doors, LLC (“C.H.I.”) on June 24, 2022. See Note 18 for more information regarding the acquisition.

Stockholders’ Equity

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

				Three Months (13 Weeks) Ended July 2, 2022
														Accumulated									Total
								Additional						Other			Treasury Stock						Nucor
				Common Stock				Paid-in			Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling
	Total			Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Amount			Equity			Interests
BALANCES, April 2, 2022	$	16,143,120			380,154	$	152,061	$	2,163,129		$	19,635,277		$	(44,504	)		114,092		$	(6,701,401	)	$	15,204,562		$	938,558
Net earnings		2,727,237			-		-		-			2,561,233			-			-			-			2,561,233			166,004
Other comprehensive income (loss)		(26,306	)		-		-		-			-			(26,306	)		-			-			(26,306	)		-
Stock options exercised		2,233			-		-		(802	)		-			-			(49	)		3,035			2,233			-
Stock option expense		3,964			-		-		3,964			-			-			-			-			3,964			-
Issuance of stock under award plans, net of forfeitures		(3,546	)		-		-		(52,313	)		-			-			(775	)		48,767			(3,546	)		-
Amortization of unearned compensation		1,200			-		-		1,200			-			-			-			-			1,200			-
Treasury stock acquired		(802,569	)		-		-		-			-			-			5,100			(802,569	)		(802,569	)		-
Cash dividends declared		(132,127	)		-		-		-			(132,127	)		-			-			-			(132,127	)		-
Distributions to noncontrolling interests		(56,977	)		-		-		-			-			-			-			-			-			(56,977	)
Acquisition of noncontrolling interest in CSI		(3,421	)		-		-		-			-			-			-			-			-			(3,421	)
BALANCES, July 2, 2022	$	17,852,808			380,154	$	152,061	$	2,115,178		$	22,064,383		$	(70,810	)		118,368		$	(7,452,168	)	$	16,808,644		$	1,044,164

				Six Months (26 Weeks) Ended July 2, 2022
														Accumulated									Total
								Additional						Other			Treasury Stock						Nucor
				Common Stock				Paid-in			Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling
	Total			Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Amount			Equity			Interests
BALANCES, December 31, 2021	$	14,603,794			380,154	$	152,061	$	2,140,608		$	17,674,100		$	(115,282	)		107,742		$	(5,835,098	)	$	14,016,389		$	587,405
Net earnings		4,954,352			-		-		-			4,656,856			-			-			-			4,656,856			297,496
Other comprehensive income (loss)		44,472			-		-		-			-			44,472			-			-			44,472			-
Stock options exercised		18,819			-		-		(1,309	)		-			-			(359	)		20,128			18,819			-
Stock option expense		4,422			-		-		4,422			-			-			-			-			4,422			-
Issuance of stock under award plans, net of forfeitures		39,552			-		-		(31,143	)		-			-			(1,163	)		70,695			39,552			-
Amortization of unearned compensation		2,600			-		-		2,600			-			-			-			-			2,600			-
Treasury stock acquired		(1,707,893	)		-		-		-			-			-			12,148			(1,707,893	)		(1,707,893	)		-
Cash dividends declared		(266,573	)		-		-		-			(266,573	)		-			-			-			(266,573	)		-
Distributions to noncontrolling interests		(268,535	)		-		-		-			-			-			-			-			-			(268,535	)
Acquisition of noncontrolling interest in CSI		427,798			-		-		-			-			-			-			-			-			427,798
BALANCES, July 2, 2022	$	17,852,808			380,154	$	152,061	$	2,115,178		$	22,064,383		$	(70,810	)		118,368		$	(7,452,168	)	$	16,808,644		$	1,044,164

				Three Months (13 Weeks) Ended July 3, 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, April 3, 2021	$	11,861,723			380,154	$	152,061	$	2,160,909		$	12,163,626		$	(103,560	)		80,912		$	(2,925,796	)	$	11,447,240		$	414,483
Net earnings		1,571,459			-		-		-			1,506,868			-			-			-			1,506,868			64,591
Other comprehensive income (loss)		29,831			-		-		-			-			29,831			-			-			29,831			-
Stock options exercised		21,276			-		-		5,337			-			-			(419	)		15,939			21,276			-
Stock option expense		2,575			-		-		2,575			-			-			-			-			2,575			-
Issuance of stock under award plans, net of forfeitures		(18,338	)		-		-		(50,566	)		-			-			(799	)		32,228			(18,338	)		-
Amortization of unearned compensation		(1,100	)		-		-		(1,100	)		-			-			-			-			(1,100	)		-
Treasury stock acquired		(614,286	)		-		-		-			-			-			6,765			(614,286	)		(614,286	)		-
Cash dividends declared		(120,088	)		-		-		-			(120,088	)		-			-			-			(120,088	)		-
Distributions to noncontrolling interests		(23,401	)		-		-		-			-			-			-			-			-			(23,401	)
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

				Six Months (26 Weeks) Ended July 3, 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		2,558,973			-		-		-			2,449,300			-			-			-			2,449,300			109,673
Other comprehensive income (loss)		45,132			-		-		-			-			45,132			-			-			45,132			-
Stock options exercised		128,800			-		-		35,825			-			-			(2,554	)		92,975			128,800			-
Stock option expense		2,908			-		-		2,908			-			-			-			-			2,908			-
Issuance of stock under award plans, net of forfeitures		(2,736	)		-		-		(43,666	)		-			-			(1,041	)		40,930			(2,736	)		-
Amortization of unearned compensation		800			-		-		800			-			-			-			-			800			-
Treasury stock acquired		(916,145	)		-		-		-			-			-			12,145			(916,145	)		(916,145	)		-
Cash dividends declared		(242,746	)		-		-		-			(242,746	)		-			-			-			(242,746	)		-
Distributions to noncontrolling interests		(97,196	)		-		-		-			-			-			-			-			-			(97,196	)
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

Dividends declared per share were $0.50 per share in the second quarter of 2022 ($0.405 per share in the second quarter of 2021) and $1.00 per share in the first six months of 2022 ($0.81 per share in the first six months of 2021).

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. As of July 2, 2022, the Company had approximately $2.14 billion available for share repurchases under the program authorized by the Company’s Board of Directors.

Accumulated Other Comprehensive Income (Loss)

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

	Three-Month (13-Week) Period Ended
	July 2, 2022
	Gains and (Losses) on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gains (Losses)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at April 2, 2022	$	49,198		$	(102,176	)	$	8,474	$	(44,504	)
Other comprehensive income (loss) before reclassifications		16,138			(27,308	)		-		(11,170	)
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (1)		(15,136	)		-			-		(15,136	)
Net current-period other comprehensive income (loss)		1,002			(27,308	)		-		(26,306	)
Accumulated other comprehensive income (loss) at July 2, 2022	$	50,200		$	(129,484	)	$	8,474	$	(70,810	)

	Six-Month (26-Week) Period Ended
	July 2, 2022
	Gains and (Losses) on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gains (Losses)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at December 31, 2021	$	1,112		$	(124,868	)	$	8,474	$	(115,282	)
Other comprehensive income (loss) before reclassifications		69,614			(4,616	)		-		64,998
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (1)		(20,526	)		-			-		(20,526	)
Net current-period other comprehensive income (loss)		49,088			(4,616	)		-		44,472
Accumulated other comprehensive income (loss) at July 2, 2022	$	50,200		$	(129,484	)	$	8,474	$	(70,810	)

(1)	Includes $(15,136) and $(20,526) net of tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net gains on commodity contracts in the second quarter and first six months of 2022, respectively. The tax impact of those reclassifications was $(4,800) and $(6,500) in the second quarter and first six months of 2022, respectively.

	Three-Month (13-Week) Period Ended
	July 3, 2021
	Gains and (Losses) on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gains (Losses)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at April 3, 2021	$	(3,200	)	$	(107,026	)	$	6,666	$	(103,560	)
Other comprehensive income (loss) before reclassifications		8,204			21,431			-		29,635
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (2)		196			-			-		196
Net current-period other comprehensive income (loss)		8,400			21,431			-		29,831
Accumulated other comprehensive income (loss) at July 3, 2021	$	5,200		$	(85,595	)	$	6,666	$	(73,729	)

	Six-Month (26-Week) Period Ended
	July 3, 2021
	Gains and (Losses) on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gains (Losses)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at December 31, 2020	$	(4,700	)	$	(120,827	)	$	6,666	$	(118,861	)
Other comprehensive income (loss) before reclassifications		9,203			35,232			-		44,435
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (2)		697			-			-		697
Net current-period other comprehensive income (loss)		9,900			35,232			-		45,132
Accumulated other comprehensive income (loss) at July 3, 2021	$	5,200		$	(85,595	)	$	6,666	$	(73,729	)

(2) Includes $196 and $697 net of tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts in the second quarter and first six months of 2021, respectively. The tax impact of those reclassifications was $0 and $100 in the second quarter and first six months of 2021, 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, overhead doors, steel grating, tubular products, steel racking, piling products, 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.

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

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

	Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	July 2, 2022			July 3, 2021			July 2, 2022			July 3, 2021
Net sales to external customers:
Steel mills	$	7,256,067		$	5,909,909		$	13,774,676		$	10,518,686
Steel products		3,842,948			2,241,107			7,166,036			4,051,162
Raw materials		695,459			638,148			1,347,044			1,236,456
	$	11,794,474		$	8,789,164		$	22,287,756		$	15,806,304
Intercompany sales:
Steel mills	$	1,763,563		$	1,496,298		$	3,356,821		$	2,721,411
Steel products		117,289			80,394			251,995			151,613
Raw materials		4,145,690			4,009,808			7,692,209			7,656,003
Corporate/eliminations		(6,026,542	)		(5,586,500	)		(11,301,025	)		(10,529,027	)
	$	-		$	-		$	-		$	-
Earnings before income taxes and noncontrolling interests:
Steel mills	$	2,815,723		$	2,174,807		$	5,394,577		$	3,489,781
Steel products		1,129,932			259,330			1,814,799			471,142
Raw materials		263,598			120,143			359,451			343,378
Corporate/eliminations		(718,851	)		(528,532	)		(1,180,310	)		(980,307	)
	$	3,490,402		$	2,025,748		$	6,388,517		$	3,323,994

	July 2, 2022		Dec. 31, 2021
Segment assets:
Steel mills	$	15,255,411	$	13,235,463
Steel products		12,464,340		7,845,010
Raw materials		3,678,516		3,870,806
Corporate/eliminations		270,190		871,793
	$	31,668,457	$	25,823,072

Revenue

The following tables disaggregate our revenue by major source for the second quarter and first six months of 2022 and 2021 (in thousands):

	Three Months (13 Weeks) Ended July 2, 2022								Six Months (26 Weeks) Ended July 2, 2022
	Steel Mills		Steel Products		Raw Materials		Total		Steel Mills		Steel Products		Raw Materials		Total
Sheet	$	3,616,333	$	-	$	-	$	3,616,333	$	6,799,396	$	-	$	-	$	6,799,396
Bar		1,992,463		-		-		1,992,463		3,820,194		-		-		3,820,194
Structural		783,121		-		-		783,121		1,566,392		-		-		1,566,392
Plate		864,150		-		-		864,150		1,588,694		-		-		1,588,694
Tubular Products		-		613,238		-		613,238		-		1,124,391		-		1,124,391
Rebar Fabrication		-		579,000		-		579,000		-		1,024,232		-		1,024,232
Joist		-		687,882		-		687,882		-		1,300,117		-		1,300,117
Deck		-		582,414		-		582,414		-		1,133,323		-		1,133,323
Other Steel Products		-		1,380,414		-		1,380,414		-		2,583,973		-		2,583,973
Raw Materials		-		-		695,459		695,459		-		-		1,347,044		1,347,044
	$	7,256,067	$	3,842,948	$	695,459	$	11,794,474	$	13,774,676	$	7,166,036	$	1,347,044	$	22,287,756

	Three Months (13 Weeks) Ended July 3, 2021								Six Months (26 Weeks) Ended July 3, 2021
	Steel Mills		Steel Products		Raw Materials		Total		Steel Mills		Steel Products		Raw Materials		Total
Sheet	$	3,104,304	$	-	$	-	$	3,104,304	$	5,455,759	$	-	$	-	$	5,455,759
Bar		1,515,115		-		-		1,515,115		2,776,157		-		-		2,776,157
Structural		619,541		-		-		619,541		1,096,736		-		-		1,096,736
Plate		670,949		-		-		670,949		1,190,034		-		-		1,190,034
Tubular Products		-		512,503		-		512,503		-		887,156		-		887,156
Rebar Fabrication		-		480,727		-		480,727		-		867,284		-		867,284
Joist		-		257,202		-		257,202		-		486,331		-		486,331
Deck		-		227,748		-		227,748		-		421,161		-		421,161
Other Steel Products		-		762,927		-		762,927		-		1,389,230		-		1,389,230
Raw Materials		-		-		638,148		638,148		-		-		1,236,456		1,236,456
	$	5,909,909	$	2,241,107	$	638,148	$	8,789,164	$	10,518,686	$	4,051,162	$	1,236,456	$	15,806,304

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 $295.1 million as of July 2, 2022 ($251.9 million as of December 31, 2021) 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 second quarter and first six months of 2022 and 2021 are as follows (in thousands, except per share amounts):

	Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	July 2, 2022			July 3, 2021			July 2, 2022			July 3, 2021
Basic net earnings per share:
Basic net earnings	$	2,561,233		$	1,506,868		$	4,656,856		$	2,449,300
Earnings allocated to participating securities		(11,041	)		(6,676	)		(19,380	)		(12,426	)
Net earnings available to common stockholders	$	2,550,192		$	1,500,192		$	4,637,476		$	2,436,874
Basic average shares outstanding		263,221			296,817			267,416			299,359
Basic net earnings per share	$	9.69		$	5.05		$	17.34		$	8.14
Diluted net earnings per share:
Diluted net earnings	$	2,561,233		$	1,506,868		$	4,656,856		$	2,449,300
Earnings allocated to participating securities		(10,997	)		(6,649	)		(19,302	)		(12,385	)
Net earnings available to common stockholders	$	2,550,236		$	1,500,219		$	4,637,554		$	2,436,915
Diluted average shares outstanding:
Basic average shares outstanding		263,221			296,817			267,416			299,359
Dilutive effect of stock options and other		498			712			650			379
		263,719			297,529			268,066			299,738
Diluted net earnings per share	$	9.67		$	5.04		$	17.30		$	8.13

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

	Three Months (13 Weeks) Ended				Six Months (26 Weeks) Ended
	July 2, 2022		July 3, 2021		July 2, 2022		July 3, 2021
Anti-dilutive stock options:
Weighted-average shares		-		52		-		152
Weighted-average exercise price	$	-	$	110.74	$	-	$	73.47

Debt and Other Financing Arrangements

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

On April 25, 2022, Nucor redeemed all $500.0 million aggregate principal amount outstanding of the 2023 Notes. The 2023 Notes were redeemed using a portion of the net proceeds from the issuance and sale of the March 2022 Notes. On July 15, 2022, Nucor provided the required 30-day notice of redemption to holders of the 2022 Notes that we intend to redeem the 2022 Notes in-full on August 15, 2022.

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

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 (Hannibal Industries and Elite Storage Solutions). It is expected that the C.H.I. acquisition also will benefit from Nucor’s recent paint line investments at its Hickman, Arkansas and Crawfordsville, Indiana sheet mills. The C.H.I. business financial results are included as part of the steel products segment (see Note 14).

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

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

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

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
	$	2,389,000

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

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 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 an even wider range of value-added sheet products. The CSI business financial results were included as part of the steel mills segment (see Note 14) beginning on February 1, 2022, the date Nucor acquired its 51% controlling ownership position.

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

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

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 4). The goodwill is attributable to the assembled workforce acquired, expanding our Western United States presence and CSI’s value-added product capabilities. None of the goodwill is deductible for tax purposes.

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

Other Acquisitions

Other smaller acquisitions in the first six months of 2022, exclusive of purchase price adjustments made and net of cash acquired, totaled approximately $76.2 million. Pro-forma results of operations for the Company would not be materially different if the aggregate acquisitions made during the year were included and, therefore, this information is not presented.

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