Item 1. Financial Statements

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Item 1. Financial Statements

Nucor Corporation Condensed Consolidat****ed Statements of Earnings (Unaudited)

(In thousands, except per share amounts)


	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended
	September 30, 2023			October 1, 2022			September 30, 2023			October 1, 2022
Net sales	$	8,775,734		$	10,500,755		$	27,008,970		$	32,788,511
Costs, expenses and other:
Cost of products sold		6,854,934			7,657,364			20,588,294			22,382,718
Marketing, administrative and other expenses		385,768			486,560			1,229,051			1,574,355
Equity in losses (earnings) of unconsolidated affiliates		1,083			(8,438	)		(3,671	)		(23,246	)
Interest (income) expense, net		(14,133	)		42,347			648			143,245
		7,227,652			8,177,833			21,814,322			24,077,072
Earnings before income taxes and noncontrolling interests		1,548,082			2,322,922			5,194,648			8,711,439
Provision for income taxes		326,827			523,879			1,154,689			1,958,044
Net earnings before noncontrolling interests		1,221,255			1,799,043			4,039,959			6,753,395
Earnings attributable to noncontrolling interests		79,749			104,295			300,557			401,791
Net earnings attributable to Nucor stockholders	$	1,141,506		$	1,694,748		$	3,739,402		$	6,351,604
Net earnings per share:
Basic	$	4.58		$	6.51		$	14.86		$	23.90
Diluted	$	4.57		$	6.50		$	14.83		$	23.85
Average shares outstanding:
Basic		248,504			259,102			250,752			264,655
Diluted		248,916			259,526			251,179			265,239

See notes to condensed consolidated financial statements.

Nucor Corporation Condensed Consolidated Sta****tements of Comprehensive Income (Unaudited)

(In thousands)


	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended
	September 30, 2023			October 1, 2022			September 30, 2023			October 1, 2022
Net earnings before noncontrolling interests	$	1,221,255		$	1,799,043		$	4,039,959		$	6,753,395
Other comprehensive income (loss):
Net unrealized (loss) income on hedging derivatives, net of income taxes of $(1,500) and $8,800 for the third quarter of 2023 and 2022, respectively, and $(10,700) and $30,700 for the first nine months of 2023 and 2022, respectively		(4,779	)		27,411			(33,782	)		97,025
Reclassification adjustment for settlement of hedging derivatives included in net earnings, net of income taxes of $1,100 and $(5,200) for the third quarter of 2023 and 2022, respectively, and $3,100 and $(11,700) for the first nine months of 2023 and 2022, respectively		3,579			(16,311	)		9,982			(36,837	)
Foreign currency translation gain (loss), net of income taxes of $0 for the third quarter and first nine months of 2023 and 2022		(18,655	)		(43,843	)		12,490			(48,459	)
		(19,855	)		(32,743	)		(11,310	)		11,729
Comprehensive income		1,201,400			1,766,300			4,028,649			6,765,124
Comprehensive income attributable to noncontrolling interests		79,749			104,295			300,557			401,791
Comprehensive income attributable to Nucor stockholders	$	1,121,651		$	1,662,005		$	3,728,092		$	6,363,333

See notes to condensed consolidated financial statements.

Nucor Corporation Condensed Consol****idated Balance Sheets (Unaudited)

(In thousands)


	September 30, 2023			December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	5,855,950		$	4,280,852
Short-term investments		863,140			576,946
Accounts receivable, net		3,427,697			3,591,030
Inventories, net		5,246,365			5,453,531
Other current assets		555,784			789,325
Total current assets		15,948,936			14,691,684
Property, plant and equipment, net		10,355,848			9,616,920
Restricted cash and cash equivalents		12,832			80,368
Goodwill		3,922,267			3,920,060
Other intangible assets, net		3,146,973			3,322,265
Other assets		880,930			847,913
Total assets	$	34,267,786		$	32,479,210
LIABILITIES
Current liabilities:
Short-term debt	$	35,938		$	49,081
Current portion of long-term debt and finance lease obligations		24,934			28,582
Accounts payable		1,854,707			1,649,523
Salaries, wages and related accruals		1,268,771			1,654,210
Accrued expenses and other current liabilities		1,099,498			948,348
Total current liabilities		4,283,848			4,329,744
Long-term debt and finance lease obligations due after one year		6,620,586			6,613,687
Deferred credits and other liabilities		1,854,270			1,965,873
Total liabilities		12,758,704			12,909,304
Commitments and contingencies
EQUITY
Nucor stockholders' equity:
Common stock		152,061			152,061
Additional paid-in capital		2,165,635			2,143,520
Retained earnings		28,110,225			24,754,873
Accumulated other comprehensive loss, net of income taxes		(148,827	)		(137,517	)
Treasury stock		(9,813,377	)		(8,498,243	)
Total Nucor stockholders' equity		20,465,717			18,414,694
Noncontrolling interests		1,043,365			1,155,212
Total equity		21,509,082			19,569,906
Total liabilities and equity	$	34,267,786		$	32,479,210

See notes to condensed consolidated financial statements.

Nucor Corporation Condensed Consolidate****d Statements of Cash Flows (Unaudited)

(In thousands)


	Nine Months (39 Weeks) Ended
	September 30, 2023			October 1, 2022
Operating activities:
Net earnings before noncontrolling interests	$	4,039,959		$	6,753,395
Adjustments:
Depreciation		681,153			609,933
Amortization		175,701			164,480
Stock-based compensation		101,107			99,838
Deferred income taxes		(25,750	)		(33,116	)
Distributions from affiliates		18,621			25,571
Equity in earnings of unconsolidated affiliates		(3,671	)		(23,246	)
Changes in assets and liabilities (exclusive of acquisitions and dispositions):
Accounts receivable		171,621			(104,751	)
Inventories		209,056			371,068
Accounts payable		164,479			(299,760	)
Federal income taxes		240,667			(302,335	)
Salaries, wages and related accruals		(347,026	)		121,243
Other operating activities		165,692			156,201
Cash provided by operating activities		5,591,609			7,538,521
Investing activities:
Capital expenditures		(1,496,248	)		(1,430,125	)
Investment in and advances to affiliates		(35,106	)		(246	)
Sale of business		-			99,681
Disposition of plant and equipment		8,617			27,278
Acquisitions (net of cash acquired)		-			(3,549,764	)
Purchases of investments		(1,200,136	)		(563,770	)
Proceeds from the sale of investments		917,332			439,348
Other investing activities		(35,001	)		(9,595	)
Cash used in investing activities		(1,840,542	)		(4,987,193	)
Financing activities:
Net change in short-term debt		(13,142	)		(43,074	)
Proceeds from issuance of long-term debt, net of discount		-			2,091,934
Repayment of long-term debt		(7,500	)		(1,108,500	)
Bond issuance costs		-			(13,138	)
Proceeds from exercise of stock options		10,350			21,604
Payment of tax withholdings on certain stock-based compensation		(44,456	)		(62,869	)
Distributions to noncontrolling interests		(412,404	)		(300,772	)
Cash dividends		(387,996	)		(404,150	)
Acquisition of treasury stock		(1,376,757	)		(2,359,971	)
Proceeds from government incentives		-			275,000
Other financing activities		(12,437	)		(21,085	)
Cash used in financing activities		(2,244,342	)		(1,925,021	)
Effect of exchange rate changes on cash		837			(5,221	)
Increase in cash and cash equivalents and restricted cash and cash equivalents		1,507,562			621,086
Cash and cash equivalents and restricted cash and cash equivalents - beginning of year		4,361,220			2,508,658
Cash and cash equivalents and restricted cash and cash equivalents - end of nine months	$	5,868,782		$	3,129,744
Non-cash investing activity:
Change in accrued plant and equipment purchases	$	40,126		$	(31,469	)

See notes to condensed consolidated financial statements.

Nucor Corporation – Notes to Condensed Con****solidated Financial Statements (Unaudited)

1. Basis of Interim Presentation

The information furnished in this Item 1 reflects all adjustments which are, in the opinion of management, necessary to make 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, 2022 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, 2022.

2. Inventories

Inventories consisted of approximately 37% raw materials and supplies and 63% finished and semi-finished products at September 30, 2023 (37% and 63%, respectively, at December 31, 2022). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.

3. Property, Plant and Equipment

Property, plant and equipment is recorded net of accumulated depreciation of $11.66 billion at September 30, 2023 ($11.12 billion at December 31, 2022).

4. Goodwill and Other Intangible Assets

The change in the net carrying amount of goodwill for the nine months ended September 30, 2023 by segment was as follows (in thousands):


	Steel Mills		Steel Products			Raw Materials		Total
Balance at December 31, 2022	$	675,186	$	2,510,045		$	734,829	$	3,920,060
Acquisitions		-		(2,120	)		-		(2,120	)
Translation		-		4,327			-		4,327
Balance at September 30, 2023	$	675,186	$	2,512,252		$	734,829	$	3,922,267

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

The annual assessment performed in 2022 for one of the Company’s reporting units, Rebar Fabrication (which is included in the Steel Products segment), used forward-looking projections in future cash flows. The fair value of this reporting unit exceeded its carrying value by approximately 34% in the most recent assessment. If our assessment of the relevant facts and circumstances changes, including if the expected future performance of this reporting unit declines from the most recent assessment, non-cash impairment charges may be required. Total goodwill associated with the Rebar Fabrication reporting unit was $351.5 million as of September 30, 2023 ($347.6 million as of December 31, 2022). An impairment of goodwill may also lead us to record an impairment of other intangible assets. Total finite-lived intangible assets associated with the Rebar Fabrication reporting unit were $31.3 million as of September 30, 2023 ($36.3 million as of December 31, 2022). There have been no triggering events requiring an interim assessment for impairment of the Rebar Fabrication reporting unit since the most recent annual goodwill impairment testing date.

Intangible assets with estimated useful lives of five to 25 years are amortized on a straight-line or accelerated basis and consisted of the following as of September 30, 2023 and December 31, 2022 (in thousands):


	September 30, 2023				December 31, 2022
	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Customer relationships	$	4,175,065	$	1,243,668	$	4,174,724	$	1,087,834
Trademarks and trade names		364,173		159,369		364,106		142,363
Other		109,747		98,975		109,746		96,114
	$	4,648,985	$	1,502,012	$	4,648,576	$	1,326,311

Intangible asset amortization expense in the third quarter of 2023 and 2022 was $58.5 million and $77.2 million, respectively, and $175.7 million and $164.5 million in the first nine months of 2023 and 2022, respectively. Annual amortization expense is estimated to be $232.8 million in 2023; $233.3 million in 2024; $232.3 million in 2025; $229.4 million in 2026; and $225.1 million in 2027.

5. Current Liabilities

Book overdrafts, included in accounts payable in the condensed consolidated balance sheets, were $155.2 million at September 30, 2023 ($163.6 million at December 31, 2022). Dividends payable, included in accrued expenses and other current liabilities in the condensed consolidated balance sheets, were $126.6 million at September 30, 2023 ($130.5 million at December 31, 2022).

6. Fair Value Measurements

The following table summarizes information regarding Nucor’s financial assets and financial liabilities that were measured at fair value as of September 30, 2023 and December 31, 2022 (in thousands). Nucor does not have any non-financial assets or non-financial liabilities that are measured at fair value on a recurring basis.


				Fair Value Measurements at Reporting Date Using
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 September 30, 2023
Assets:
Cash equivalents	$	5,224,958		$	5,224,958	$	-		$	-
Short-term investments		863,140			863,140		-			-
Restricted cash and cash equivalents		12,832			12,832		-			-
Derivative contracts		4,345			-		4,345			-
Total assets	$	6,105,276		$	6,100,931	$	4,345		$	-
Liabilities:
Derivative contracts	$	(3,027	)	$	-	$	(3,027	)	$	-

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

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 September 30, 2023 consisted of certificates of deposit, commercial paper and corporate notes. Fair value measurements for Nucor’s derivatives, which are typically commodity or foreign exchange contracts, are classified under Level 2 because such measurements are based on published market prices for similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit risks, spot and future commodity prices, and spot and future exchange rates. There were no transfers between the levels in the fair value hierarchy for the periods presented.

The fair value of short-term and long-term debt, including current maturities, was approximately $5.77 billion at September 30, 2023 (approximately $5.93 billion at December 31, 2022). The debt fair value estimates are classified under Level 2 because such estimates are based on readily available market prices of our debt at September 30, 2023 and December 31, 2022, or similar debt with the same maturities, ratings and interest rates.

7. Contingencies

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

8. Stock-Based Compensation

Stock Options

A summary of activity under Nucor’s stock option plans for the first nine months of 2023 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		837		$	66.76
Granted		91		$	133.03
Exercised		(181	)	$	57.10		$	20,865
Canceled		-		$	-
Outstanding at September 30, 2023		747		$	77.16	7.3 years	$	59,133
Stock options exercisable at September 30, 2023		462		$	48.31	6.4 years	$	49,910

Compensation expense for stock options was $0.4 million and $0.5 million in the third quarter of 2023 and 2022, respectively, and $4.3 million and $4.9 million in the first nine months of 2023 and 2022, respectively. As of September 30, 2023, unrecognized compensation expense related to stock options was $2.4 million, which we expect to recognize 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 nine months of 2023 is as follows (shares in thousands):


	Shares			Grant Date Fair Value Per Share
Restricted stock units:
Unvested at beginning of year		1,003		$	98.66
Granted		831		$	133.03
Vested		(870	)	$	102.72
Canceled		(12	)	$	103.58
Unvested at September 30, 2023		952		$	124.91

Compensation expense for RSUs was $14.0 million and $16.3 million in the third quarter of 2023 and 2022, respectively, and $74.7 million and $67.2 million in the first nine months of 2023 and 2022, respectively. As of September 30, 2023, unrecognized compensation expense related to unvested RSUs was $97.6 million, which we expect to recognize 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 nine months of 2023 is as follows (shares in thousands):


				Grant Date
	Shares			Fair Value Per Share
Restricted stock units and restricted stock awards:
Unvested at beginning of year		209		$	108.55
Granted		414		$	171.38
Vested		(406	)	$	152.68
Canceled		(7	)	$	154.05
Unvested at September 30, 2023		210		$	145.55

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 $3.1 million and $8.9 million in the third quarter of 2023 and 2022, respectively, and $22.5 million and $27.7 million in the first nine months of 2023 and 2022, respectively. As of September 30, 2023, unrecognized compensation expense related to unvested restricted stock awards was $9.1 million, which we expect to recognize over a weighted-average period of 1.8 years.

9. Employee Benefit Plan

Nucor makes contributions to a Profit Sharing and Retirement Savings Plan for qualified employees based on the profitability of the Company. Nucor’s expense for these benefits totaled $148.6 million and $214.4 million in the third quarter of 2023 and 2022, respectively, and $505.2 million and $834.3 million in the first nine months of 2023 and 2022, respectively. The related liability for these benefits is included in salaries, wages and related accruals in the condensed consolidated balance sheets.

10. Interest (Income) Expense

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


	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended
	September 30, 2023			October 1, 2022			September 30, 2023			October 1, 2022
Interest expense	$	63,228		$	54,569		$	186,716		$	162,159
Interest income		(77,361	)		(12,222	)		(186,068	)		(18,914	)
Interest (income) expense, net	$	(14,133	)	$	42,347		$	648		$	143,245

11. Income Taxes

The effective tax rate for the third quarter of 2023 was 21.1% compared to 22.6% for the third quarter of 2022.The decrease in the effective tax rate for the third quarter of 2023 as compared to the third quarter of 2022 was primarily due to increased federal tax credits and the change in relative proportions of net earnings attributable to noncontrolling interests to total pre-tax earnings between the periods**.**

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 the tax years through 2014, and for the tax years 2016 and 2018. The tax years 2017, 2021, and 2022 remain open to examination by the IRS. The 2015 through 2021 Canadian income tax returns for Harris Steel Group Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 2016 through 2022 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada, Trinidad & Tobago, and other state and local jurisdictions).

Non-current deferred tax assets included in other assets in the condensed consolidated balance sheets were $9.4 million at September 30, 2023 ($19.3 million at December 31, 2022). Non-current deferred tax liabilities included in deferred credits and other liabilities in the condensed consolidated balance sheets were $1.26 billion at September 30, 2023 ($1.30 billion at December 31, 2022).

12. Stockholders’ Equity

The following tables reflect the changes in stockholders’ equity attributable to Nucor and the noncontrolling interests of Nucor’s joint ventures, Nucor-Yamato Steel Company (Limited Partnership) (“NYS”) and California Steel Industries, Inc. (“CSI”), in both of which Nucor owns 51%, for the three months and nine months ended September 30, 2023 and October 1, 2022 (in thousands):


				Three Months (13 Weeks) Ended September 30, 2023
														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 1, 2023	$	20,940,928			380,154	$	152,061	$	2,149,693		$	27,095,661		$	(128,972	)		131,431		$	(9,314,764	)	$	19,953,679		$	987,249
Net earnings before noncontrolling interests		1,221,255			-		-		-			1,141,506			-			-			-			1,141,506			79,749
Other comprehensive income (loss)		(19,855	)		-		-		-			-			(19,855	)		-			-			(19,855	)		-
Stock options exercised		3,227			-		-		(386	)		-			-			(50	)		3,613			3,227			-
Stock option expense		392			-		-		392			-			-			-			-			392			-
Issuance of stock under award plans, net of forfeitures		16,353			-		-		14,337			-			-			(28	)		2,016			16,353			-
Amortization of unearned compensation		1,599			-		-		1,599			-			-			-			-			1,599			-
Treasury stock acquired and net impact of excise tax		(504,242	)		-		-		-			-			-			2,962			(504,242	)		(504,242	)		-
Cash dividends declared		(126,942	)		-		-		-			(126,942	)		-			-			-			(126,942	)		-
Distributions to noncontrolling interests		(23,633	)		-		-		-			-			-			-			-			-			(23,633	)
BALANCES, September 30, 2023	$	21,509,082			380,154	$	152,061	$	2,165,635		$	28,110,225		$	(148,827	)		134,315		$	(9,813,377	)	$	20,465,717		$	1,043,365


				Nine Months (39 Weeks) Ended September 30, 2023
														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, 2022	$	19,569,906			380,154	$	152,061	$	2,143,520		$	24,754,873		$	(137,517	)		126,661		$	(8,498,243	)	$	18,414,694		$	1,155,212
Net earnings before noncontrolling interests		4,039,959			-		-		-			3,739,402			-			-			-			3,739,402			300,557
Other comprehensive income (loss)		(11,310	)		-		-		-			-			(11,310	)		-			-			(11,310	)		-
Stock options exercised		10,350			-		-		(2,135	)		-			-			(181	)		12,485			10,350			-
Stock option expense		4,314			-		-		4,314			-			-			-			-			4,314			-
Issuance of stock under award plans, net of forfeitures		76,322			-		-		15,072			-			-			(917	)		61,250			76,322			-
Amortization of unearned compensation		4,864			-		-		4,864			-			-			-			-			4,864			-
Treasury stock acquired and net impact of excise tax		(1,388,869	)		-		-		-			-			-			8,752			(1,388,869	)		(1,388,869	)		-
Cash dividends declared		(384,050	)		-		-		-			(384,050	)		-			-			-			(384,050	)		-
Distributions to noncontrolling interests		(412,404	)		-		-		-			-			-			-			-			-			(412,404	)
BALANCES, September 30, 2023	$	21,509,082			380,154	$	152,061	$	2,165,635		$	28,110,225		$	(148,827	)		134,315		$	(9,813,377	)	$	20,465,717		$	1,043,365


				Three Months (13 Weeks) Ended October 1, 2022
														Accumulated									Total
								Additional						Other			Treasury Stock						Nucor
				Common Stock				Paid-in			Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling
	Total			Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Amount			Equity			Interests
BALANCES, July 2, 2022	$	17,852,808			380,154	$	152,061	$	2,115,178		$	22,064,383		$	(70,810	)		118,368		$	(7,452,168	)	$	16,808,644		$	1,044,164
Net earnings before noncontrolling interests		1,799,043			-		-		-			1,694,748			-			-			-			1,694,748			104,295
Other comprehensive income (loss)		(32,743	)		-		-		-			-			(32,743	)		-			-			(32,743	)		-
Stock options exercised		2,784			-		-		(1,181	)		-			-			(62	)		3,965			2,784			-
Stock option expense		475			-		-		475			-			-			-			-			475			-
Issuance of stock under award plans, net of forfeitures		15,009			-		-		12,949			-			-			(31	)		2,060			15,009			-
Amortization of unearned compensation		1,100			-		-		1,100			-			-			-			-			1,100			-
Treasury stock acquired		(652,078	)		-		-		-			-			-			5,334			(652,078	)		(652,078	)		-
Cash dividends declared		(129,482	)		-		-		-			(129,482	)		-			-			-			(129,482	)		-
Distributions to noncontrolling interests		(32,237	)		-		-		-			-			-			-			-			-			(32,237	)
BALANCES, October 1, 2022	$	18,824,679			380,154	$	152,061	$	2,128,521		$	23,629,649		$	(103,553	)		123,609		$	(8,098,221	)	$	17,708,457		$	1,116,222


				Nine Months (39 Weeks) Ended October 1, 2022
														Accumulated									Total
								Additional						Other			Treasury Stock						Nucor
				Common Stock				Paid-in			Retained			Comprehensive			(at cost)						Stockholders'			Noncontrolling
	Total			Shares		Amount		Capital			Earnings			Income (Loss)			Shares			Amount			Equity			Interests
BALANCES, December 31, 2021	$	14,603,794			380,154	$	152,061	$	2,140,608		$	17,674,100		$	(115,282	)		107,742		$	(5,835,098	)	$	14,016,389		$	587,405
Net earnings before noncontrolling interests		6,753,395			-		-		-			6,351,604			-			-			-			6,351,604			401,791
Other comprehensive income (loss)		11,729			-		-		-			-			11,729			-			-			11,729			-
Stock options exercised		21,604			-		-		(2,489	)		-			-			(421	)		24,093			21,604			-
Stock option expense		4,897			-		-		4,897			-			-			-			-			4,897			-
Issuance of stock under award plans, net of forfeitures		54,560			-		-		(18,195	)		-			-			(1,194	)		72,755			54,560			-
Amortization of unearned compensation		3,700			-		-		3,700			-			-			-			-			3,700			-
Treasury stock acquired		(2,359,971	)		-		-		-			-			-			17,482			(2,359,971	)		(2,359,971	)		-
Cash dividends declared		(396,055	)		-		-		-			(396,055	)		-			-			-			(396,055	)		-
Distributions to noncontrolling interests		(300,772	)		-		-		-			-			-			-			-			-			(300,772	)
Acquisition of noncontrolling interest in CSI		427,798			-		-		-			-			-			-			-			-			427,798
BALANCES, October 1, 2022	$	18,824,679			380,154	$	152,061	$	2,128,521		$	23,629,649		$	(103,553	)		123,609		$	(8,098,221	)	$	17,708,457		$	1,116,222

Dividends declared per share were $0.51 per share in the third quarter of 2023 ($0.50 per share in the third quarter of 2022) and $1.53 per share in the first nine months of 2023 ($1.50 per share in the first nine months of 2022).

On May 11, 2023, the Company announced that its Board of Directors had approved a new share repurchase program under which the Company is authorized to repurchase up to $4.00 billion of the Company’s common stock and terminated all previously authorized share repurchase programs. 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 September 30, 2023, the Company had approximately $3.50 billion available for share repurchases under the program authorized by the Company’s Board of Directors.

13. 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 September 30, 2023 and October 1, 2022 (in thousands):


	Three-Month (13-Week) Period Ended
	September 30, 2023
	Gains and (Losses) on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gains (Losses)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at July 1, 2023	$	3,500		$	(149,071	)	$	16,599	$	(128,972	)
Other comprehensive income (loss) before reclassifications		(4,779	)		(18,655	)		-		(23,434	)
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (1)		3,579			-			-		3,579
Net current-period other comprehensive income (loss)		(1,200	)		(18,655	)		-		(19,855	)
Accumulated other comprehensive income (loss) at September 30, 2023	$	2,300		$	(167,726	)	$	16,599	$	(148,827	)


	Nine-Month (39-Week) Period Ended
	September 30, 2023
	Gains and (Losses) on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gains (Losses)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at December 31, 2022	$	26,100		$	(180,216	)	$	16,599	$	(137,517	)
Other comprehensive income (loss) before reclassifications		(33,782	)		12,490			-		(21,292	)
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (1)		9,982			-			-		9,982
Net current-period other comprehensive income (loss)		(23,800	)		12,490			-		(11,310	)
Accumulated other comprehensive income (loss) at September 30, 2023	$	2,300		$	(167,726	)	$	16,599	$	(148,827	)

(1)

Includes $3,579 and $9,982 net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net gains on commodity contracts in the third quarter and first nine months of 2023, respectively. The tax impact of those reclassifications was $1,100 and $3,100 in the third quarter and first nine months of 2023, respectively.


	Three-Month (13-Week) Period Ended
	October 1, 2022
	Gains and (Losses) on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gains (Losses)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at July 2, 2022	$	50,200		$	(129,484	)	$	8,474	$	(70,810	)
Other comprehensive income (loss) before reclassifications		27,411			(43,843	)		-		(16,432	)
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (2)		(16,311	)		-			-		(16,311	)
Net current-period other comprehensive income (loss)		11,100			(43,843	)		-		(32,743	)
Accumulated other comprehensive income (loss) at October 1, 2022	$	61,300		$	(173,327	)	$	8,474	$	(103,553	)


	Nine-Month (39-Week) Period Ended
	October 1, 2022
	Gains and (Losses) on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gains (Losses)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at December 31, 2021	$	1,112		$	(124,868	)	$	8,474	$	(115,282	)
Other comprehensive income (loss) before reclassifications		97,025			(48,459	)		-		48,566
Amounts reclassified from accumulated other comprehensive income (loss) into earnings (2)		(36,837	)		-			-		(36,837	)
Net current-period other comprehensive income (loss)		60,188			(48,459	)		-		11,729
Accumulated other comprehensive income (loss) at October 1, 2022	$	61,300		$	(173,327	)	$	8,474	$	(103,553	)

(2)

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

14. Segments

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

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

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


	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended
	September 30, 2023			October 1, 2022			September 30, 2023			October 1, 2022
Net sales to external customers:
Steel mills	$	5,091,479		$	5,908,153		$	15,636,508		$	19,682,829
Steel products		3,235,969			4,087,107			9,954,828			11,253,143
Raw materials		448,286			505,495			1,417,634			1,852,539
	$	8,775,734		$	10,500,755		$	27,008,970		$	32,788,511
Intercompany sales:
Steel mills	$	1,201,648		$	1,486,378		$	3,726,346		$	4,843,199
Steel products		132,481			139,146			333,099			391,141
Raw materials		2,894,079			3,690,120			9,653,600			11,382,329
Corporate/eliminations		(4,228,208	)		(5,315,644	)		(13,713,045	)		(16,616,669	)
	$	-		$	-		$	-		$	-
Earnings before income taxes and noncontrolling interests:
Steel mills	$	882,614		$	1,287,855		$	3,124,549		$	6,682,432
Steel products		806,731			1,196,845			2,788,322			3,011,644
Raw materials		71,367			279,189			267,918			638,640
Corporate/eliminations		(212,630	)		(440,967	)		(986,141	)		(1,621,277	)
	$	1,548,082		$	2,322,922		$	5,194,648		$	8,711,439


	September 30, 2023		December 31, 2022
Segment assets:
Steel mills	$	14,786,460	$	14,157,229
Steel products		11,199,598		12,087,145
Raw materials		3,287,907		3,383,114
Corporate/eliminations		4,993,821		2,851,722
	$	34,267,786	$	32,479,210

15. Revenue

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


	Three Months (13 Weeks) Ended September 30, 2023								Nine Months (39 Weeks) Ended September 30, 2023
	Steel Mills		Steel Products		Raw Materials		Total		Steel Mills		Steel Products		Raw Materials		Total
Sheet	$	2,351,705	$	-	$	-	$	2,351,705	$	7,100,216	$	-	$	-	$	7,100,216
Bar		1,448,433		-		-		1,448,433		4,646,285		-		-		4,646,285
Structural		626,633		-		-		626,633		1,846,892		-		-		1,846,892
Plate		664,708		-		-		664,708		2,043,115		-		-		2,043,115
Tubular Products		-		370,472		-		370,472		-		1,246,006		-		1,246,006
Rebar Fabrication		-		604,684		-		604,684		-		1,718,615		-		1,718,615
Joist		-		528,018		-		528,018		-		1,802,809		-		1,802,809
Deck		-		411,352		-		411,352		-		1,370,570		-		1,370,570
Other Steel Products		-		1,321,443		-		1,321,443		-		3,816,828		-		3,816,828
Raw Materials		-		-		448,286		448,286		-		-		1,417,634		1,417,634
	$	5,091,479	$	3,235,969	$	448,286	$	8,775,734	$	15,636,508	$	9,954,828	$	1,417,634	$	27,008,970


	Three Months (13 Weeks) Ended October 1, 2022								Nine Months (39 Weeks) Ended October 1, 2022
	Steel Mills		Steel Products		Raw Materials		Total		Steel Mills		Steel Products		Raw Materials		Total
Sheet	$	2,712,426	$	-	$	-	$	2,712,426	$	9,511,822	$	-	$	-	$	9,511,822
Bar		1,761,335		-		-		1,761,335		5,581,529		-		-		5,581,529
Structural		785,930		-		-		785,930		2,352,322		-		-		2,352,322
Plate		648,462		-		-		648,462		2,237,156		-		-		2,237,156
Tubular Products		-		459,427		-		459,427		-		1,583,818		-		1,583,818
Rebar Fabrication		-		628,923		-		628,923		-		1,653,155		-		1,653,155
Joist		-		789,249		-		789,249		-		2,089,366		-		2,089,366
Deck		-		634,901		-		634,901		-		1,768,224		-		1,768,224
Other Steel Products		-		1,574,607		-		1,574,607		-		4,158,580		-		4,158,580
Raw Materials		-		-		505,495		505,495		-		-		1,852,539		1,852,539
	$	5,908,153	$	4,087,107	$	505,495	$	10,500,755	$	19,682,829	$	11,253,143	$	1,852,539	$	32,788,511

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 $333.5 million as of September 30, 2023 ($285.0 million as of December 31, 2022) and are included in accrued expenses and other current liabilities in the condensed consolidated balance sheets.

16. Earnings Per Share

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


	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended
	September 30, 2023			October 1, 2022			September 30, 2023			October 1, 2022
Basic net earnings per share:
Basic net earnings	$	1,141,506		$	1,694,748		$	3,739,402		$	6,351,604
Earnings allocated to participating securities		(4,501	)		(6,893	)		(13,788	)		(26,238	)
Net earnings available to common stockholders	$	1,137,005		$	1,687,855		$	3,725,614		$	6,325,366
Basic average shares outstanding		248,504			259,102			250,752			264,655
Basic net earnings per share	$	4.58		$	6.51		$	14.86		$	23.90
Diluted net earnings per share:
Diluted net earnings	$	1,141,506		$	1,694,748		$	3,739,402		$	6,351,604
Earnings allocated to participating securities		(4,488	)		(6,872	)		(13,747	)		(26,145	)
Net earnings available to common stockholders	$	1,137,018		$	1,687,876		$	3,725,655		$	6,325,459
Diluted average shares outstanding:
Basic average shares outstanding		248,504			259,102			250,752			264,655
Dilutive effect of stock options and other		412			424			427			584
		248,916			259,526			251,179			265,239
Diluted net earnings per share	$	4.57		$	6.50		$	14.83		$	23.85

The following stock options were excluded from the computation of diluted net earnings per share for the third quarter and first nine months of 2023 and 2022 because their effect would have been anti-dilutive (shares in thousands):


	Three Months (13 Weeks) Ended				Nine Months (39 Weeks) Ended
	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Anti-dilutive stock options:
Weighted-average shares		-		98		-		33
Weighted-average exercise price	$	-	$	130.71	$	-	$	130.71

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Item 1. Financial Statements

Item 1. Financial Statements

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