Delaware

		13-1860817
~~Delaware~~		~~13-1860817~~
(State or other jurisdiction of		~~(I.R.S. Employer~~
incorporation or organization)		(I.R.S. Employer Identification No.)

1915 Rexford Road, Charlotte, North Carolina		28211
(Address of principal executive offices)		(Zip Code)

(704)366-7000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.40 per share		NUE		New York Stock Exchange

Indicate by check mark whether the ~~registrant:~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

Yes ☒No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting ~~company”~~company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. ~~(Check one):~~

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes ☐ No ☒

~~317,916,674~~293,694,534 shares of the registrant’s common stock were outstanding at ~~September 30, 2017.~~July 3, 2021.

Table of Contents

Nucor Corporation

Quarterly Report on Form 10-Q

~~September 30, 2017~~For the Three Months and Six Months Ended July 3, 2021

Table of Contents

						Page
~~INDEX~~ Part I	Financial Information			~~Page~~

~~Part I Financial Information~~
	Item 1	Financial Statements (Unaudited)

		Condensed Consolidated Statements of ~~Earnings—~~Earnings – Three Months (13 Weeks) and ~~Nine~~Six Months ~~(39~~(26 Weeks) Ended ~~September 30, 2017~~July 3, 2021 and ~~October 1, 2016~~July 4, 2020			1

		Condensed Consolidated Statements of Comprehensive ~~Income—~~Income – Three Months (13 Weeks) and ~~Nine~~Six Months ~~(39~~(26 Weeks) Ended ~~September 30, 2017~~July 3, 2021 and ~~October 1, 2016~~July 4, 2020			2

		Condensed Consolidated Balance ~~Sheets—September 30, 2017~~Sheets – July 3, 2021 and December 31, ~~2016~~2020			3

		Condensed Consolidated Statements of Cash ~~Flows—Nine~~Flows – Six Months ~~(39~~(26 Weeks) Ended ~~September 30, 2017~~July 3, 2021 and ~~October 1, 2016~~July 4, 2020			4

		Notes to Condensed Consolidated Financial Statements			5

	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations			21	18

	Item 3	Quantitative and Qualitative Disclosures About Market Risk			30	25

	Item 4	Controls and Procedures			31	26

Part II	Other Information

	Item 1	Legal Proceedings			31	27

	Item 1A	Risk Factors			31	27

	Item 2	Unregistered Sales of Equity Securities and Use of Proceeds			32	27

	Item 6	Exhibits			33	28

Signatures				29
			34

Table of Contents

PART I. FINANCIAL INFORMATION

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						Three Months (13 Weeks) Ended					Six Months (26 Weeks) Ended
	Sept. 30, 2017			Oct. 1, 2016			Sept. 30, 2017			Oct. 1, 2016			July 3, 2021			July 4, 2020		July 3, 2021			July 4, 2020
Net sales	$	5,170,117		$	4,290,236		$	15,160,065		$	12,251,584		$	8,789,164		$	4,327,306	$	15,806,304		$	9,951,643

Costs, expenses and other:
Cost of products sold		4,591,153			3,608,000			13,111,226			10,669,103			6,315,661			3,949,347		11,710,364			8,944,416
Marketing, administrative and other expenses		172,792			169,223			519,429			440,679			387,070			142,017		678,194			295,409
Equity in earnings of unconsolidated affiliates		(7,743	)		(14,168	)		(29,801	)		(30,232	)
Equity in (earnings) losses of unconsolidated affiliates														(19,403	)		14,078		(32,642	)		14,901
Losses on assets														44,308			5,000		50,970			292,846
Interest expense, net		43,310			43,009			131,495			128,415			35,780			35,807		75,424			76,717

	4,799,512			3,806,064			13,732,349			11,207,965
														6,763,416			4,146,249		12,482,310			9,624,289
Earnings before income taxes and noncontrolling interests		370,605			484,172			1,427,716			1,043,619			2,025,748			181,057		3,323,994			327,354
Provision for income taxes		104,500			152,807			442,239			318,388			454,289			47,904		765,021			139,822

Net earnings		266,105			331,365			985,477			725,231			1,571,459			133,153		2,558,973			187,532
Earnings attributable to noncontrolling interests		11,255			25,918			50,680			88,599			64,591			24,272		109,673			58,320

Net earnings attributable to Nucor stockholders	$	254,850		$	305,447		$	934,797		$	636,632		$	1,506,868		$	108,881	$	2,449,300		$	129,212

Net earnings per share:
Basic	$	0.79		$	0.95		$	2.91		$	1.99		$	5.05		$	0.36	$	8.14		$	0.42
Diluted	$	0.79		$	0.95		$	2.90		$	1.99		$	5.04		$	0.36	$	8.13		$	0.42
Average shares outstanding:
Basic		320,096			319,737			320,253			319,444			296,817			302,921		299,359			302,915
Diluted		320,763			320,028			321,045			319,632			297,529			302,933		299,738			302,932
Dividends declared per share	$	0.3775		$	0.3750		$	1.1325		$	1.1250

See notes to condensed consolidated financial statements.

Table of Contents

Nucor Corporation Condensed Consolidated Statements of Comprehensive Income (Unaudited)

(In thousands)

Three Months (13 Weeks) Ended Nine Months (39 Weeks) Ended
Sept. 30, 2017 Oct. 1, 2016 Sept. 30, 2017 Oct. 1, 2016
Net earnings
$ 266,105 $ 331,365 $ 985,477 $ 725,231

Other comprehensive income (loss):

Net unrealized income (loss) on hedging derivatives, net of income taxes of $300 and ($300) for the third quarter of 2017 and 2016, respectively, and ($700) and $600 for the first nine months of 2017 and 2016, respectively
405 (600 ) (1,301 ) 912
Reclassification adjustment for loss on settlement of hedging derivatives included in net income, net of income taxes of $0 and $1,200 for the third quarter of 2017 and 2016, respectively, and $300 and $4,800 for the first nine months of 2017 and 2016, respectively
195 2,000 851 8,288
Foreign currency translation gain (loss), net of income taxes of $0 for the third quarter of 2017 and 2016, and $0 for the first nine months of 2017 and 2016
74,479 (8,606 ) 100,437 53,578

75,079 (7,206 ) 99,987 62,778

Comprehensive income
341,184 324,159 1,085,464 788,009
Comprehensive income attributable to noncontrolling interests
(11,255 ) (25,918 ) (50,680 ) (88,599 )

Comprehensive income attributable to Nucor stockholders
$ 329,929 $ 298,241 $ 1,034,784 $ 699,410

	Three Months (13 Weeks) Ended				Six Months (26 Weeks) Ended
	July 3, 2021		July 4, 2020		July 3, 2021		July 4, 2020
Net earnings	$	1,571,459	$	133,153	$	2,558,973	$	187,532
Other comprehensive income:
Net unrealized income (loss) on hedging derivatives, net of income taxes of $2,600 and $200 for the second quarter of 2021 and 2020, respectively, and $3,000 and $(600) for the first six months of 2021 and 2020, respectively		8,204		757		9,203		(1,499	)
Reclassification adjustment for settlement of hedging derivatives included in net income, net of income taxes of $0 and $900 for the second quarter of 2021 and 2020, respectively, and $100 and $1,600 for the first six months of 2021 and 2020, respectively		196		2,543		697		4,599
Foreign currency translation gain (loss), net of income taxes of $0 for the second quarter and first six months of 2021 and 2020		21,431		23,491		35,232		(40,970	)
		29,831		26,791		45,132		(37,870	)
Comprehensive income		1,601,290		159,944		2,604,105		149,662
Comprehensive income attributable to noncontrolling interests		64,591		24,272		109,673		58,320
Comprehensive income attributable to Nucor stockholders	$	1,536,699	$	135,672	$	2,494,432	$	91,342

See notes to condensed consolidated financial statements.

Table of Contents

Nucor Corporation Condensed Consolidated Balance Sheets (Unaudited)

(In thousands)


	Sept. 30, 2017			Dec. 31, 2016			July 3, 2021			December 31, 2020
ASSETS
Current assets:
Cash and cash equivalents	$	1,575,944		$	2,045,961		$	2,722,656		$	2,639,671
Short-term investments		50,000			150,000			398,409			408,004
Accounts receivable, net		2,113,890			1,631,676			3,399,076			2,298,850
Inventories, net		3,522,199			2,479,958			5,240,750			3,569,089
Other current assets		238,614			198,798			295,048			573,048

Total current assets		7,500,647			6,506,393			12,055,939			9,488,662
Property, plant and equipment, net		5,095,880			5,078,650			7,235,536			6,899,110
Restricted cash and cash equivalents								84,350			115,258
Goodwill		2,208,246			2,052,728			2,241,558			2,229,672
Other intangible assets, net		940,305			866,835			627,201			668,021
Other assets		758,756			718,912			750,998			724,671

Total assets	$	16,503,834		$	15,223,518		$	22,995,582		$	20,125,394

LIABILITIES
Current liabilities:
Short-term debt	$	50,370		$	17,959		$	100,686		$	57,906
Long-term debt due within one year		1,100,000			600,000
Current portion of long-term debt and finance lease obligations								12,027			10,885
Accounts payable		1,312,817			838,109			2,204,137			1,432,159
Salaries, wages and related accruals		499,177			428,829			850,396			462,727
Accrued expenses and other current liabilities		593,102			505,069			712,704			664,183

Total current liabilities		3,555,466			2,389,966			3,879,950			2,627,860
Long-term debt due after one year		3,241,488			3,739,141
Long-term debt and finance lease obligations due after one year								5,275,496			5,271,789
Deferred credits and other liabilities		861,066			839,703			1,130,485			993,884

Total liabilities		7,658,020			6,968,810			10,285,931			8,893,533

EQUITY
Nucor stockholders’ equity:
Nucor stockholders' equity:
Common stock		151,943			151,734			152,061			152,061
Additionalpaid-in capital		2,013,158			1,974,672			2,117,155			2,121,288
Retained earnings		8,201,667			7,630,916			13,550,406			11,343,852
Accumulated other comprehensive loss, net of income taxes		(217,856	)		(317,843	)		(73,729	)		(118,861	)
Treasury stock		(1,643,527	)		(1,559,614	)		(3,491,915	)		(2,709,675	)

Total Nucor stockholders’ equity		8,505,385			7,879,865
Total Nucor stockholders' equity								12,253,978			10,788,665
Noncontrolling interests		340,429			374,843			455,673			443,196

Total equity		8,845,814			8,254,708			12,709,651			11,231,861

Total liabilities and equity	$	16,503,834		$	15,223,518		$	22,995,582		$	20,125,394

See notes to condensed consolidated financial statements.

Table of Contents

Nucor Corporation Condensed Consolidated Statements of Cash Flows (Unaudited)

(In thousands)


	Nine Months (39 Weeks) Ended						Six Months (26 Weeks) Ended
	Sept. 30, 2017			Oct. 1, 2016			July 3, 2021			July 4, 2020
Operating activities:
Net earnings	$	985,477		$	725,231		$	2,558,973		$	187,532
Adjustments:
Depreciation		474,822			459,109			362,492			349,691
Amortization		68,394			54,066			41,858			42,165
Stock-based compensation		51,227			44,210			66,729			39,101
Deferred income taxes		(38,335	)		86,821			102,367			90,515
Distributions from affiliates		48,037			38,474			180			2,000
Equity in earnings of unconsolidated affiliates		(29,801	)		(30,232	)
Equity in (earnings) losses of unconsolidated affiliates								(32,642	)		14,901
Losses on assets								50,970			292,846
Changes in assets and liabilities (exclusive of acquisitions and dispositions):
Accounts receivable		(406,582	)		(328,000	)		(1,093,021	)		264,424
Inventories		(957,029	)		(289,257	)		(1,673,962	)		464,004
Accounts payable		451,774			216,218			726,649			(272,910	)
Federal income taxes		(30,859	)		28,915			290,287			26,145
Salaries, wages and related accruals		70,231			103,324			385,265			(142,388	)
Other operating activities		75,137			73,211			97,041			(8,058	)

Cash provided by operating activities		762,493			1,182,090			1,883,186			1,349,968

Investing activities:
Capital expenditures		(292,312	)		(327,436	)		(702,378	)		(777,317	)
Investment in and advances to affiliates		(19,000	)		(48,167	)		(169	)		(9,756	)
Disposition of plant and equipment		19,420			14,883			10,665			17,652
Acquisitions (net of cash acquired)		(543,153	)		(48,105	)		300			794
Purchases of investments		(50,000	)		(650,000	)
Purchase of investments								(357,917	)		(222,500	)
Proceeds from the sale of investments		150,000			100,000			367,512			275,067
Other investing activities		(1,455	)		13,350			587			1,132

Cash used in investing activities		(736,500	)		(945,475	)		(681,400	)		(714,928	)

Financing activities:
Net change in short-term debt		32,409			(21,520	)		42,780			2,208
Issuance of common stock		9,492			5,727
Proceeds from long-term debt, net of discount								-			1,074,995
Repayment of long-term debt								-			(77,150	)
Bond issuance related costs								-			(6,250	)
Proceeds from exercise of stock options								128,800			-
Payment of tax withholdings on certain stock-based compensation		(13,960	)		(10,410	)		(64,416	)		(17,263	)
Excess tax benefits from stock-based compensation		—			1,507
Distributions to noncontrolling interests		(85,094	)		(86,808	)		(97,196	)		(62,965	)
Cash dividends		(364,302	)		(360,675	)		(246,539	)		(245,619	)
Acquisition of treasury stock		(90,305	)		(5,173	)		(916,145	)		(39,499	)
Other financing activities		(1,703	)		(5,212	)		(5,072	)		(4,645	)

Cash used in financing activities		(513,463	)		(482,564	)

Cash (used in) provided by financing activities								(1,157,788	)		623,812
Effect of exchange rate changes on cash		17,453			11,187			8,079			(4,268	)

Decrease in cash and cash equivalents		(470,017	)		(234,762	)
Cash and cash equivalents—beginning of year		2,045,961			1,939,469

Cash and cash equivalents—end of nine months	$	1,575,944		$	1,704,707

Increase in cash and cash equivalents and restricted cash and cash equivalents								52,077			1,254,584
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 six months							$	2,807,006		$	2,789,189
Non-cash investing activity:
Change in accrued plant and equipment purchases and assets acquired by capital lease arrangements	$	42,810		$	140,347

Change in accrued plant and equipment purchases							$	44,754		$	(25,897	)

See notes to condensed consolidated financial statements.

Table of Contents

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

1. Basis of Interim Presentation

~~BASIS OF INTERIM PRESENTATION: The information included~~

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, 2016 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 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, 2016.~~

~~Recently Adopted Accounting Pronouncements –~~In the first quarter of 2017, Nucor adopted new accounting guidance that amends the accounting for employee share-based payment transactions. The new guidance requires income statement recognition of all tax effects, including all excess tax benefits and tax deficiencies, resulting from the settlement of share-based awards in the ~~reporting period~~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.

2. Inventories

Inventories consisted of approximately 48% raw materials and supplies and 52% finished and semi-finished products at July 3, 2021 (42% and 58%, respectively, at December 31, 2020). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which ~~they occur. The new guidance also requires that alltax-related~~ ~~cash flows resulting from share-based payments, including~~products are sold to customers at various stages throughout the ~~excess tax benefits and tax deficiencies related to the settlement of stock-based awards,~~process. Since most steel products can be classified as ~~cash flows from operating activities,~~either finished or semi-finished products, these two categories of inventory are combined.

3. Property, Plant and that cash paid by directly withholding shares for tax purposes be classified as a financing activity in the statement of cash flows. The new guidance also allows companies to make an accounting policy election to either estimate the number of awards that are expected to vest, consistent with current guidance, or account for forfeitures as they occur. This new guidance, with the exception of the presentation of cash paid by directly withholding shares for tax purposes on the statement of cash flows,Equipment

Property, plant and equipment is applied prospectively for the Company beginning on January 1, 2017. The presentation of cash paid by directly withholding shares for tax purposes on the statement of cash flows as a financing activity requires retrospective application beginning January 1, 2017. As a result of the retrospective application of this new guidance, $10.4 million was reclassified from other operating activities to payment of tax withholdings on certain stock-based compensation in the condensed consolidated statement of cash flows for the nine months ended October 1, 2016. The adoption of this new guidance did not have a material effect on the Company’s consolidated financial statements. There is no change to our accounting policy with respect to the estimation of awards that are expected to vest.

In January 2017, new guidance was issued regarding the simplification of the test for goodwill impairment. The new guidance eliminates Step 2 from the goodwill impairment test and will require an entity to perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. The new guidance is effective for the Company for annual and interim reporting periods beginning after December 15, 2019, with early adoption permitted. The Company early adopted this new guidance in the first quarter of 2017. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

In August 2017, new guidance was issued regarding improvements to accounting and reporting for hedging activities to better reflect the economic results of an entity’s risk management activities. The new guidance reduces limitations on hedge designation and updates measurement guidance for qualifying hedging relationships. The new guidance also simplifies financial statement reporting for qualifying hedging relationships and aligns the recognition and presentation of the effects of the hedging instrument and hedged item within the financial statements. The new guidance is effective for the Company for annual and interim reporting periods beginning after December 15, 2018, with early adoption permitted. The Company early adopted this new guidance in the third quarter of 2017. The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

~~Recently Issued Accounting Pronouncements –~~ In May 2014, new accounting guidance was issued that will supersede nearly all existing accounting guidance related to revenue recognition. The new guidance provides that an entity recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments, and assets recognized from costs incurred to obtain or fulfill a contract. The Financial Accounting Standards Board has also issued a number of updates to this new accounting guidance. The Company will adopt the new revenue recognition guidance effective January 1, 2018. Using the modified retrospective approach, the Company will recognize the cumulative effect of the adoption, if any, as an adjustment to the opening balance of retained earnings. The Company does not expect the adoption of this new guidance to have a material effect on the Company’s consolidated financial statements.

In January 2016, new accounting guidance was issued regarding the recognition and measurement of financial assets and financial liabilities. Changes to the current accounting guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the Financial Accounting Standards Board clarified guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on~~available-for-sale~~ debt securities. The accounting for other financial instruments, such as loans, investments in debt securities and financial liabilities, is largely unchanged. The new guidance is effective for the Company for annual and interim reporting periods beginning after December 15, 2017. The Company does not expect the adoption of this new guidance to have a material effect on the Company’s consolidated financial statements.

In February 2016, new accounting guidance was issued regarding the accounting for leases. The new guidance requires all lessees to recognize on the balance sheet right to use assets and lease liabilities for the rights and obligations created by lease arrangements with terms greater than 12 months. The new guidance is effective for the Company for annual and interim reporting periods beginning after December 15, 2018. The Company is evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements, but it expects that assets and liabilities will increase on the consolidated balance sheet.

In August 2016, new accounting guidance was issued regarding the presentation and classification of certain cash receipts and cash payments in the statement of cash flows. The new guidance addresses specific cash flow presentation issues in order to reduce diversity in existing practice. The new guidance is effective for the Company for annual and interim reporting periods beginning after December 15, 2017. The Company is evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

In October 2016, new accounting guidance was issued regarding intra-entity transfers of assets other than inventory. The new guidance requires that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new guidance is effective for the Company for annual and interim reporting periods beginning after December 15, 2017. The Company is evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.

~~Prior Year Change in Accounting Principle –~~~~In the fourth quarter of 2016, the Company changed its accounting method for valuing its inventories held by the parent company and Nucor-Yamato Steel Company to thefirst-in,first-out~~ ~~(FIFO) method of accounting from thelast-in,first-out~~ ~~(LIFO) method. All inventories held by other subsidiaries of the parent company were previously and continue to be valued using the FIFO method.~~

The effects of the change in accounting principle from LIFO to FIFO have been retrospectively applied to all periods presented. As a result of the retrospective application of the change in accounting principle, certain financial statement line items in the Company’s condensed consolidated statements of earnings for the three- and nine-month periods ended October 1, 2016 and condensed consolidated statement of cash flows (no impact on total cash provided by operating activities) for the nine-month period ended October 1, 2016 were adjusted as follows:

(in thousands, except per share data)    As Originally Reported Effect of Change As Currently Reported
Condensed Consolidated Statement of Earnings for the Three Months (13 Weeks) Ended October 1, 2016:

Cost of products sold
   $ 3,665,900 $ (57,900 ) $ 3,608,000
Provision for income taxes
   131,788 21,019 152,807
Net earnings
   294,484 36,881 331,365
Earnings attributable to noncontrolling interests
   24,448 1,470 25,918
Net earnings attributable to Nucor stockholders
   270,036 35,411 305,447
Net earnings per share:

Basic
   $ 0.84 $ 0.11 $ 0.95
Diluted
   $ 0.84 $ 0.11 $ 0.95
(in thousands, except per share data)    As Originally Reported Effect of Change As Currently Reported
Condensed Consolidated Statement of Earnings for the Nine Months (39 Weeks) Ended October 1, 2016:

Cost of products sold
   $ 10,774,040 $ (104,937 ) $ 10,669,103
Provision for income taxes
   281,401 36,987 318,388
Net earnings
   657,281 67,950 725,231
Earnings attributable to noncontrolling interests
   82,719 5,880 88,599
Net earnings attributable to Nucor stockholders
   574,562 62,070 636,632
Net earnings per share:

Basic
   $ 1.79 $ 0.20 $ 1.99
Diluted
   $ 1.79 $ 0.20 $ 1.99
(in thousands)
Condensed Consolidated Statement of Cash Flows for the Nine Months (39 Weeks) Ended October 1, 2016:

Net earnings
   $ 657,281 $ 67,950 $ 725,231
Changes in inventories
   (184,320 ) (104,937 ) (289,257 )
Changes in deferred income taxes
   49,834 36,987 86,821

ACQUISITIONS AND DISPOSITIONS: On January 20, 2017, Nucor used cash on hand to acquire Republic Conduit (Republic) for a purchase price of $331.6 million. Republic produces steel electrical conduit primarily used to protect and route electrical wiring in various nonresidential structures such as hospitals, office buildings and stadiums. With its two facilities located in Kentucky and Georgia, Republic’s annual shipment volume has averaged 146,000 tons during the past two years. This acquisition not only further expands Nucor’s product portfolio to include steel electrical conduit but the Company also believes it will be an important, value-added channel to market for Nucor’s sheet mills. Republic’s financial results are included as part of the steel mills segment (see Note 16).

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

Cash
   $ 206
Accounts receivable
   39,177
Inventory
   33,561
Other current assets
   1,101
Property, plant and equipment
   67,412
Goodwill
   115,562
Other intangible assets
   89,200
Other assets
   3,118


Total assets acquired
   349,337


Current liabilities
   17,743


Total liabilities assumed
   17,743


Net assets acquired
   $ 331,594

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

      Weighted -
Average Life
Customer relationships
   $ 80,800    12 years
Trademarks and trade names
   8,400    13 years



   $ 89,200

The goodwill of approximately $115.6 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 mills segment (see Note 5). Goodwill recognized for tax purposes was $118.6 million, all of which is deductible for such purposes.

~~Other acquisitions, exclusive of purchase price adjustments of acquisitions made and~~recorded net of ~~cash acquired, totaled $212.7 million in the first nine months~~accumulated depreciation of ~~2017~~$10.20 billion at July 3, 2021 ($48.1 million in the first nine months of 2016). Included in the 2017 amount is the January 9, 2017 acquisition of Southland Tube (Southland) and the September 1, 2017 acquisition of St. Louis Cold Drawn, Inc. (St. Louis Cold Drawn). Nucor used cash on hand to acquire Southland and St. Louis Cold Drawn for purchase prices of approximately $130 million and $60 million, respectively. Southland is a manufacturer of hollow structural section tubing, which is primarily used in nonresidential construction markets. Southland had shipments of approximately 240,000 tons in 2016 and has one manufacturing facility in Birmingham, Alabama. St. Louis Cold Drawn is a manufacturer of cold drawn rounds, hexagons, squares, and special sections that mainly serves the U.S. and Mexican automotive and industrial markets. St. Louis Cold Drawn has two manufacturing locations, one in St. Louis, Missouri and the other in Monterrey, Mexico, that have a combined annual capacity of 200,000 tons.

INVENTORIES: Inventories consisted of approximately 43% raw materials and supplies and 57% finished and semi-finished products at September 30, 2017 (37% and 63%, respectively, at December 31, 2016). 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. Use of the lower of cost or market methodology reduced inventories by $1.9

~~million at September 30, 2017 ($2.2 million~~9.86 billion at December 31, ~~2016)~~2020).

4.	~~PROPERTY, PLANT AND EQUIPMENT: Property, plant and equipment is recorded net of accumulated depreciation of $8.61 billion at September 30, 2017 ($8.16 billion at December 31, 2016).~~

~~Given the~~Nucor reviews its natural gas ~~pricing environment,~~well assets for impairment if and when circumstances indicate that a decline in value below their carrying amounts may have occurred. Nucor ~~performed an impairment assessment of~~last assessed its proved producing natural gas well assets in ~~December 2016. One~~the fourth quarter of 2020 due to the ~~main assumptions that most significantly affects the undiscounted cash flows determination is management’s estimate of future~~continued low-price natural gas ~~prices. The~~ pricing ~~used in this impairment~~environment. After completing its assessment, ~~was developed by management based on projected natural gas market supply and demand dynamics, in conjunction with a review~~Nucor determined that as of ~~projections by numerous sources~~such time there were no impairments of ~~market data. This analysis was performed on each~~any of ~~Nucor’s~~its three groups of wells, with each group defined by common geographic location. Each of Nucor’s three groups of wells passed the impairment test. One of the groups of wells had estimated undiscounted cash flows that were noticeably closer to its carrying value, which was $80.8 million as of December 31, 2016, than the other groups of wells. The carrying value of that group of wells was $74.0 million at September 30, 2017. The carrying value of the other groups of wells was $183.9 million as of September 30, 2017. Changesproved well assets. Changes in the natural gas industry or a prolonged ~~low price~~low-price environment beyond what ~~had~~has already been assumed in the ~~analysis~~assessments could cause management to revise the natural gas and natural gas liquids price assumptions, ~~which~~the estimated reserves or the estimated lease operating costs. Therefore, it is reasonably possible that unfavorable revisions to these assumptions or estimates could ~~possibly~~ result in anfurther impairment of some or all of the groups of proved well assets.The combined carrying value of the three groups of wells was $68.4 million at July 3, 2021 ($71.7 million at December 31, 2020).

Nucor owns a 49% leasehold interest in unproved oil and natural gas properties covering approximately 54,000 acres in the South Piceance Basin located in Colorado. Nucor is subject to forfeiture of a portion of its leasehold interest in these properties if we do not drill new wells within various contractually specified time periods. A decision to not develop a portion of these properties within the specified time periods would likely result in a partial asset impairment in the future. Nucor has full discretion on its participation in all future drilling capital investments related to the leasehold interest.

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 three months and six months ended July 3, 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 already supported by active drilling on the properties or have various contractually specified time periods to drill new wells that expire later than the time period for Portion A. 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 July 3, 2021.

5.	~~GOODWILL AND OTHER INTANGIBLE ASSETS: The change in the net carrying amount of goodwill for the nine months ended September 30, 2017, by segment is as follows (in thousands):~~

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   Steel Mills    Steel Products    Raw Materials    Total
Balance at December 31, 2016
   $ 620,156    $ 702,995    $ 729,577    $ 2,052,728
Acquisitions
   125,328    7,157    —      132,485
Translation
   —      23,033    —      23,033








Balance at September 30, 2017
   $ 745,484    $ 733,185    $ 729,577    $ 2,208,246

4. Goodwill and Other Intangible Assets

The change in the net carrying amount of goodwill for the six months ended July 3, 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		-			-		705
Other		-		(129	)		-		(129	)
Translation		-		11,310			-		11,310
Balance at July 3, 2021	$	613,175	$	898,806		$	729,577	$	2,241,558

Nucor completed its most recent annual goodwill impairment testing during the fourth quarter of ~~2016~~2020 and concluded that as of such time there was no0 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 $374.1 million as of July 3, 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 $55.2 million as of July 3, 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 $37.4 million as of July 3, 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 ~~September 30, 2017~~July 3, 2021 and December 31, ~~2016~~2020 (in thousands):


	September 30, 2017				December 31, 2016				July 3, 2021				December 31, 2020
	Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization		Gross Amount		Accumulated Amortization
Customer relationships	$	1,422,569	$	622,440	$	1,295,803	$	566,884	$	1,422,758	$	874,016	$	1,421,962	$	838,443
Trademarks and trade names		176,950		74,551		161,851		66,494		162,608		103,933		162,365		100,000
Other		62,807		25,030		62,807		20,248		63,821		44,037		63,822		41,685
									$	1,649,187	$	1,021,986	$	1,648,149	$	980,128
	$	1,662,326	$	722,021	$	1,520,461	$	653,626

Intangible asset amortization expense in the ~~third~~second quarter of ~~2017~~2021 and ~~2016~~2020 was ~~$23.0~~$20.8 million and ~~$18.5~~$20.7 million, respectively, and ~~was $68.4~~$41.9 million and ~~$54.1~~$42.2 million in the first ~~nine~~six months of ~~2017~~2021 and ~~2016,~~2020, respectively. Annual amortization expense is estimated to be ~~$91.2~~$82.7 million in ~~2017; $89.6~~2021; $81.1 million in ~~2018; $86.7~~2022; $80.4 million in ~~2019; $84.4~~2023; $79.6 million in ~~2020;~~2024; and ~~$83.1~~$78.6 million in ~~2021.~~

2025.

5. Current Liabilities

6.	EQUITY INVESTMENTS: The carrying value of our equity investments in domestic and foreign companies was $695.2 million at September 30, 2017 ($663.4 million at December 31, 2016) and is recorded in other assets in the condensed consolidated balance sheets.

~~NUMIT~~

~~Nucor has a 50% economic and voting interest~~Book overdrafts, included in ~~NuMit LLC (NuMit). NuMit owns 100% of the equity interest in Steel Technologies LLC, an operator of 25 sheet processing facilities located throughout the United States, Canada and Mexico. Nucor~~ accounts ~~for the investment in NuMit (on aone-month~~ lag basis) under the equity method, as control and risk of loss are shared equally between the members. Nucor’s investment in NuMit at September 30, 2017 was $311.9 million ($325.1 million at December 31, 2016). Nucor received distributions from NuMit of $0.1 million during the third quarter of 2017 and $47.0 million during the first nine months of 2017. NuMit distributions were $0.5 million during the third quarter of 2016 and $37.5 million during the first nine months of 2016.

~~DUFERDOFIN NUCOR~~

~~Nucor owns a 50% economic and voting interest in Duferdofin Nucor S.r.l. (Duferdofin Nucor), an Italian steel manufacturer, and accounts for the investment (on aone-month~~ ~~lag basis) under the equity method, as control and risk of loss are shared equally between the members.~~

Nucor’s investment in Duferdofin Nucor at September 30, 2017 was $280.8 million ($256.6 million at December 31, 2016). Nucor’s 50% share of the total net assets of Duferdofin Nucor was $112.6 million at September 30, 2017, resulting in a basis difference of $168.2 million due to the~~step-up~~ to fair value of certain assets and liabilities attributable to Duferdofin Nucor, as well as the identification of goodwill ($91.0 million) and finite-lived intangible assets. This basis difference, excluding the portion attributable to goodwill, is being amortized based on the remaining estimated useful lives of the various underlying net assets, as appropriate. Amortization expense associated with the fair value~~step-up~~ ~~was $2.3 million and $2.2 million in the third quarter of 2017 and 2016, respectively, and was $6.6 million in the first nine months of 2017 and 2016.~~

As of September 30, 2017, Nucor had outstanding notes receivable of €35.0 million ($41.3 million) from Duferdofin Nucor (€35.0 million, or $36.9 million, as of December 31, 2016). The notes receivable bear interest at 0.83% and reset annually on September 30 to the 12-month Euro Interbank Offered Rate (Euribor) plus 1% per year. The principal amounts are due on January 31, 2019. As of September 30, 2017 and December 31, 2016, the notes receivable were classified in other assetspayable in the condensed consolidated balance ~~sheets.~~sheets, were $181.1 million at July 3, 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 $120.1 million at July 3, 2021 ($123.9 million at December 31, 2020).

~~Nucor has issued a guarantee, the~~6

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6. Fair Value Measurements

The following table summarizes information regarding Nucor’s financial assets and financial liabilities that were measured at fair value of which is immaterial, for its ownership percentage (50%) of Duferdofin Nucor’s borrowings under Facility A of a Structured Trade Finance Facilities Agreement (Facility A). The maximum amount Duferdofin Nucor could have borrowed under Facility A was €122.5 million ($144.6 million) as of ~~September 30, 2017. As of September 30, 2017, there was €122.5 million ($144.6 million) outstanding under that facility (€107.0 million, or $112.7 million, as of~~July 3, 2021 and December 31, ~~2016)~~2020 (in thousands). ~~Facility A was amended in 2015 to extend the maturity date to October 12, 2018. If Duferdofin~~ Nucor ~~fails to pay when due~~does not have any amounts for which it is obligated under Facility A, Nucor could be required to pay 50% of such amounts pursuant to and in accordance with the terms of its guarantee. Any indebtedness of Duferdofin Nucor to Nucor is effectively subordinated to the indebtedness of Duferdofin Nucor under Facility A. Nucor has not recorded any liability associated with this guarantee.

non-financial assets or non-financial liabilities that are measured at fair value on a recurring basis.

~~ALL EQUITY INVESTMENTS~~

Nucor reviews its equity investments for impairment if and when circumstances indicate that a decline in value below their carrying amounts may have occurred. Nucor last assessed its equity investment in Duferdofin Nucor for impairment in 2015 due to the protracted challenging steel market conditions caused by excess global overcapacity, which increased in 2015, and the difficult economic environment in Europe. After completing its assessment, the Company determined that the carrying amount exceeded its estimated fair value and incurred a partial impairment of its investment. While the operating performance of Duferdofin Nucor showed meaningful improvement in 2016 and the first nine months of 2017, steel market conditions in Europe have continued to be challenging. Therefore, it is reasonably possible that material deviation of future performance from the estimates used in our most recent valuation could result in further impairment of our investment in Duferdofin Nucor. We will continue to monitor for potential triggering events that could affect the carrying value of our investment in Duferdofin Nucor as a result of future market conditions and any changes in our business strategy.

CURRENT LIABILITIES: Book overdrafts, included in accounts payable in the condensed consolidated balance sheets, were $125.3 million at September 30, 2017 ($61.3 million at December 31, 2016). Dividends payable, included in accrued expenses and other current liabilities in the condensed consolidated balance sheets, were $121.0 million at September 30, 2017 ($121.3 million at December 31, 2016).

FAIR VALUE MEASUREMENTS: The following table summarizes information regarding Nucor’s financial assets and financial liabilities that are measured at fair value as of September 30, 2017 and December 31, 2016 (in thousands). Nucor does not have any~~non-financial~~ ~~assets ornon-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, 2017

Assets:

Cash equivalents
   $ 1,143,259    $ 1,143,259    $ —      $ —
Short-term investments
   50,000    50,000    —      —
Commodity contracts
   400    —      400    —








Total assets
   $ 1,193,659    $ 1,193,259    $ 400    $ —








Liabilities:

Commodity and foreign exchange contracts
   $ (2,318 )    $ —      $ (2,318 )    $ —








As of December 31, 2016

Assets:

Cash equivalents
   $ 1,609,523    $ 1,609,523    $ —      $ —
Short-term investments
   150,000    150,000    —      —
Commodity and foreign exchange contracts
   2,029    —      2,029    —








Total assets
   $ 1,761,552    $ 1,759,523    $ 2,029    $ —








Liabilities:

Commodity contracts
   $ (605 )    $ —      $ (605 )    $ —

				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 3, 2021
Assets:
Cash equivalents	$	2,204,795		$	2,204,795	$	-		$	-
Short-term investments		398,409			398,409		-			-
Restricted cash and cash equivalents		84,350			84,350		-			-
Derivative contracts		6,800			-		6,800			-
Total assets	$	2,694,354		$	2,687,554	$	6,800		$	-
Liabilities:
Derivative contracts	$	(4,730	)	$	-	$	(4,730	)	$	-
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, ~~and~~ 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 ~~are held in similar short-term investment instruments as described in Note 4 to the audited consolidated financial statements included in Nucor’s Annual Report on Form10-K~~ ~~for the year ended December 31, 2016.~~at July 3, 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 ~~$4.75~~$5.90 billion at ~~September 30, 2017~~July 3, 2021 ($~~4.70~~6.05 billion at December 31, ~~2016)~~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 ~~September 30, 2017~~July 3, 2021 and December 31, ~~2016,~~2020, or similar debt with the same maturities, ratings and interest rates.

7. Contingencies

CONTINGENCIES: Nucor is subject to environmental laws and regulations established by federal, state and local authorities and, accordingly, makes provision for the estimated costs of compliance. Of the undiscounted total of $18.7 million of accrued environmental costs at September 30, 2017 ($21.9 million at December 31, 2016), $6.3 million was classified in accrued expenses and other current liabilities ($9.5 million at December 31, 2016) and $12.4 million was classified in deferred credits and other liabilities ($12.4 million at December 31, 2016). Inherent uncertainties exist in these estimates primarily due to unknown conditions, evolving remediation technology and changing governmental regulations and legal standards.

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 July 3, 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 that is subject to certain self-insurance limits.~~risks.

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~~10.~~

~~STOCK-BASED COMPENSATION:~~~~Stock Options~~~~– Stock options may be granted to Nucor’s key employees, officers andnon-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. New shares are issued upon exercise of stock options.

8. 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 July 3, 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 July 3, 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~~six months of ~~2017~~2021 is as follows ~~(in thousands, except years and~~(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		(2,554	)	$	50.43		$	49,707
Canceled		-		$	-
Outstanding at July 3, 2021		1,500		$	54.92	6.6 years	$	64,347
Stock options exercisable at July 3, 2021		837		$	53.86	4.8 years	$	35,916

For the 2021 stock option grant, the grant date fair value of $32.30 per share ~~amounts):~~was calculated using the Black-Scholes options pricing model with the following assumptions:

Exercise price	$	110.74
Expected dividend yield		1.46	%
Expected stock price volatility		32.86	%
Risk-free interest rate		1.28	%
Expected life (years)		6.5

   Shares    Weighted -
Average
Exercise
Price    Weighted -
Average
Remaining
Contractual Life    Aggregate
Intrinsic
Value
Number of shares under stock options:

Outstanding at beginning of year
   3,591    $ 45.32
Granted
   698    $ 59.07
Exercised
   (144 )    $ 37.54       $ 3,618
Canceled
   —      —



Outstanding at September 30, 2017
   4,145    $ 47.90    7.1 years    $ 35,842



Stock options exercisable at September 30, 2017
   1,848    $ 43.37    5.2 years    $ 23,415

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 ~~$0.4~~$2.6 million and ~~$0.3~~$1.8 million in the ~~third~~second quarter of ~~2017~~2021 and ~~2016,~~2020, respectively, and ~~$7.9~~$2.9 million and ~~$7.6~~$2.1 million in the first ~~nine~~six months of ~~2017~~2021 and ~~2016,~~2020, respectively. As of ~~September 30, 2017,~~July 3, 2021, unrecognized compensation expense related to stock options was ~~$2.5~~$4.0 million, which is expected to be recognized over a weighted-average period of ~~2.2~~2.4 years.

Restricted Stock Units–

Nucor annually grants restricted stock units ~~(RSUs)~~(“RSUs”) to key employees, officers andnon-employee directors. The RSUs ~~typically~~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. ~~A portion of the RSUs awarded to an officer vests upon the officer’s retirement.~~ Retirement, for purposes of vesting in these RSUs only, means termination of employment with approval of the Compensation and Executive Development Committee of the Board of Directors after

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satisfying age and years of service requirements. RSUs granted to anon-employee director are fully vested on the grant date and are payable to thenon-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 ~~stock~~ price of Nucor’s common stock on the date of the ~~grant~~.grant.

A summary of Nucor’s RSU activity for the first ~~nine~~six months of ~~2017~~2021 is as follows (shares in thousands):


	Shares			Grant Date Fair Value		Shares			Grant Date Fair Value
Restricted stock units:
Unvested at beginning of year		1,040		$	48.47		1,830		$	47.33
Granted		721		$	59.07		397		$	110.74
Vested		(634	)	$	53.21		(902	)	$	57.40
Canceled		(13	)	$	50.21		(52	)	$	47.62

Unvested at September 30, 2017		1,114		$	52.61

Shares reserved for future grants (stock options and RSUs)		7,268

Unvested at July 3, 2021							1,273		$	59.97

Compensation expense for RSUs was ~~$6.1~~$22.7 million and ~~$5.7~~$26.8 million in the ~~third~~second quarter of ~~2017~~2021 and ~~2016,~~2020, respectively, and ~~$32.2~~$32.0 million and ~~$28.9~~$36.8 million in the first ~~nine~~six months of ~~2017~~2021 and ~~2016,~~2020, respectively. As of ~~September 30, 2017,~~July 3, 2021, unrecognized compensation expense related to unvested RSUs was ~~$40.4~~$63.6 million, which is expected to be recognized over a weighted-average period of ~~2.3~~1.5 years.

Restricted Stock Awards–~~Nucor’s~~

Prior to their expiration effective December 31, 2017, the Nucor Corporation Senior Officers Long-Term Incentive Plan ~~(LTIP)~~ and the Nucor Corporation Senior Officers Annual Incentive Plan ~~(AIP) authorize~~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 toone-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.

Table of Contents

A summary of Nucor’s restricted stock activity under the AIP and the LTIP for the first ~~nine~~six months of ~~2017~~2021 is as follows (shares in thousands):

									Grant Date
	Shares			Grant Date Fair Value		Shares			Fair Value
Restricted stock awards and units:
Restricted stock units and restricted stock awards:
Unvested at beginning of year		67		$	45.77		127		$	49.94
Granted		172		$	60.62		262		$	65.61
Vested		(144	)	$	51.69		(240	)	$	63.10
Canceled		—			—		(9	)	$	48.75
Unvested at September 30, 2017		95		$	54.45

Shares reserved for future grants		683

Unvested at July 3, 2021							140		$	56.77

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 ~~$3.6~~$21.6 million and ~~$0.7~~$2.8 million in the ~~third~~second quarter of ~~2017~~2021 and ~~2016,~~2020, respectively, and ~~$11.1~~$31.8 million and ~~$7.7~~$2.5 million in the first ~~nine~~six months of ~~2017~~2021 and ~~2016,~~2020, respectively. As of ~~September 30, 2017,~~July 3, 2021, unrecognized compensation expense related to unvested restricted stock awards was ~~$1.3~~$2.1 million, which is expected to be recognized over a weighted-average period of 1.9 years.

9. Employee Benefit Plan

~~11.~~

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 $35.7 million and $38.5 million in the third quarter of 2017 and 2016, respectively, and was $138.2 million and $86.3 million in the first nine months of 2017 and 2016, respectively. The related liability for these benefits is included in salaries, wages and related accruals in the condensed consolidated balance sheets.

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 $192.4 million and $20.4 million in the second quarter of 2021 and 2020, respectively, and $321.3 million and $32.0 million in the first six 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.

10. Interest Expense (Income)

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

~~12.~~

~~INTEREST EXPENSE (INCOME): The components of net interest expense for the third quarter and first nine months of 2017 and 2016 are as follows (in thousands):~~

	Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	July 3, 2021			July 4, 2020			July 3, 2021			July 4, 2020
Interest expense	$	37,661		$	38,849		$	78,631		$	86,445
Interest income		(1,881	)		(3,042	)		(3,207	)		(9,728	)
Interest expense, net	$	35,780		$	35,807		$	75,424		$	76,717

   Three Months (13 Weeks) Ended    Nine Months (39 Weeks) Ended
   Sept. 30, 2017    Oct. 1, 2016    Sept. 30, 2017    Oct. 1, 2016
Interest expense
   $ 47,621    $ 46,519    $ 141,486    $ 137,370
Interest income
   (4,311 )    (3,510 )    (9,991 )    (8,955 )








Interest expense, net
   $ 43,310    $ 43,009    $ 131,495    $ 128,415

11. Income Taxes

~~13.~~

INCOME TAXES: The effective tax rate for the third quarter of 2017 was 28.2% compared to 31.6% for the third quarter of 2016. The decrease in the effective tax rate for the third quarter of 2017 as compared to the third quarter of 2016 was primarily due to a net tax benefit totaling $13.2 million related to a return to provision change in estimate and state tax credits included during the third quarter of 2017.

The effective tax rate for the second quarter of 2021 was 22.4% compared to 26.5% for the second quarter of 2020. The effective tax rate for the second quarter of 2020 was elevated, relative to the second quarter of 2021, primarily due to a $5.3 million unfavorable non-cash, out-of-period adjustment to deferred tax balances. The out-of-period adjustment was not material to any previously reported period.

Nucor has concluded U.S. federal income tax matters for tax years through ~~2013.~~2014 and for tax year 2016. The tax years ~~2014~~2015 and 2017 through ~~2016~~2019 remain open to examination by the Internal Revenue Service. The ~~Canada Revenue Agency has substantially concluded its examination of the 2012~~2015 Canadian income tax returns for Harris Steel Group Inc. and certain related affiliates ~~and is now examining~~are currently under examination by the ~~2013 Canadian returns.~~Canada Revenue Agency. The tax years ~~2010~~2014 through ~~2016~~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 assets included in other assets in the condensed consolidated balance sheets were $0.6 million at September 30, 2017 (none at December 31, 2016).Non-current~~ deferred tax liabilities included in deferred credits and other liabilities in the condensed consolidated balance sheets were ~~$516.0~~$701.9 million at ~~September 30, 2017~~July 3, 2021 ($~~558.6~~596.4 million at December 31, ~~2016)~~2020).

~~14.~~

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, of which Nucor owns 51%, for the nine months ended September 30, 2017 and October 1, 2016 (in thousands):

Table of Contents

   Attributable to
Nucor Corporation    Attributable to
Noncontrolling Interests    Total
Stockholders’ equity at December 31, 2016
   $ 7,879,865    $ 374,843    $ 8,254,708
Total comprehensive income
   1,034,784    50,680    1,085,464
Stock options
   13,300    —      13,300
Issuance of stock under award plans, net of forfeitures
   30,787    —      30,787
Amortization of unearned compensation
   1,000    —      1,000
Treasury stock acquired
   (90,305 )    —      (90,305 )
Dividends declared
   (364,046 )    —      (364,046 )
Distributions to noncontrolling interests
   —      (85,094 )    (85,094 )






Stockholders’ equity at September 30, 2017
   $ 8,505,385    $ 340,429    $ 8,845,814






   Attributable to
Nucor Corporation    Attributable to
Noncontrolling Interests    Total
Stockholders’ equity at December 31, 2015
   $ 7,477,816    $ 372,061    $ 7,849,877
Total comprehensive income
   699,410    88,599    788,009
Stock options
   13,229    —      13,229
Issuance of stock under award plans, net of forfeitures
   25,929    —      25,929
Amortization of unearned compensation
   600    —      600
Treasury stock acquired
   (5,173 )    —      (5,173 )
Dividends declared
   (360,955 )    —      (360,955 )
Distributions to noncontrolling interests
   —      (86,808 )    (86,808 )
Other
   (602 )    (1,776 )    (2,378 )






Stockholders’ equity at October 1, 2016
   $ 7,850,254    $ 372,076    $ 8,222,330

~~In September 2015,~~

12. 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 six months ended July 3, 2021 and July 4, 2020 (in thousands):

				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

Table of Contents

				Three Months (13 Weeks) Ended July 4, 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, April 4, 2020	$	10,596,069			380,154	$	152,061	$	2,119,370		$	11,012,690		$	(367,627	)		79,019		$	(2,748,290	)	$	10,168,204		$	427,865
Net earnings		133,153			-		-		-			108,881			-			-			-			108,881			24,272
Other comprehensive income (loss)		26,791			-		-		-			-			26,791			-			-			26,791			-
Stock option expense		1,864			-		-		1,864			-			-			-			-			1,864			-
Issuance of stock under award plans, net of forfeitures		11,618			-		-		(14,827	)		-			-			(760	)		26,445			11,618			-
Amortization of unearned compensation		500			-		-		500			-			-			-			-			500			-
Cash dividends declared		(123,038	)		-		-		-			(123,038	)		-			-			-			(123,038	)		-
Distributions to noncontrolling interests		(23,472	)		-		-		-			-			-			-			-			-			(23,472	)
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

				Six Months (26 Weeks) Ended July 4, 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		187,532			-		-		-			129,212			-			-			-			129,212			58,320
Other comprehensive income (loss)		(37,870	)		-		-		-			-			(37,870	)		-			-			(37,870	)		-
Stock option expense		2,139			-		-		2,139			-			-			-			-			2,139			-
Issuance of stock under award plans, net of forfeitures		27,807			-		-		(3,778	)		-			-			(908	)		31,585			27,807			-
Amortization of unearned compensation		900			-		-		900			-			-			-			-			900			-
Treasury stock acquired		(39,499	)		-		-		-			-			-			825			(39,499	)		(39,499	)		-
Cash dividends declared		(245,735	)		-		-		-			(245,735	)		-			-			-			(245,735	)		-
Distributions to noncontrolling interests		(62,965	)		-		-		-			-			-			-			-			-			(62,965	)
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

Dividends declared per share were $0.405 per share in the second quarter of 2021 ($0.4025 per share in the second quarter of 2020) and $0.81 per share in the first six months of 2021 ($0.805 per share in the first six months of 2020).

On May 13, 2021, the Company announced that the Board of Directors had approved a ~~stock~~new share repurchase program under which the Company is authorized to repurchase up to ~~$900 million~~$3.00 billion of the Company’s common ~~stock. This $900 million share repurchase program has no stated expiration~~stock and ~~replaced~~terminated any previously authorized share repurchase programs. ~~As of September 30, 2017, the Company had approximately $738.0 million remaining available under the program. The Company expects any share~~Share repurchases towill be made ~~through purchases~~ from time to time in the open market at prevailing market prices or through private transactions or block trades. The timing and amount of ~~any~~ 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 3, 2021, the Company had approximately $2.80 billion remaining available for share repurchases under its newly authorized program.

~~15.~~

ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS): The following tables reflect the changes in accumulated other comprehensive income (loss) by component for the three- and nine-month periods ended September 30, 2017 and October 1, 2016 (in thousands):

Three-Month (13 Week) Period Ended
September 30, 2017

   Gains and Losses on
Hedging Derivatives Foreign Currency
Gain (Loss) Adjustment to Early
Retiree Medical Plan    Total
Accumulated other comprehensive loss at July 1, 2017
   $ (300 ) $ (300,212 ) $ 7,577    $ (292,935 )
Other comprehensive income (loss) before reclassifications
   405 74,479 —      74,884
Amounts reclassified from accumulated other comprehensive income (loss) into earnings⁽¹⁾
   195 —   —      195




Net current-period other comprehensive income (loss)
   600 74,479 —      75,079




Accumulated other comprehensive loss at September 30, 2017
   $ 300 $ (225,733 ) $ 7,577    $ (217,856 )





Nine-Month (39 Week) Period Ended
September 30, 2017

   Gains and Losses on
Hedging Derivatives Foreign Currency
Gain (Loss) Adjustment to Early
Retiree Medical Plan    Total
Accumulated other comprehensive loss at December 31, 2016
   $ 750 $ (326,170 ) $ 7,577    $ (317,843 )
Other comprehensive income (loss) before reclassifications
   (1,301 ) 100,437 —      99,136
Amounts reclassified from accumulated other comprehensive income (loss) into earnings⁽¹⁾
   851 —   —      851




Net current-period other comprehensive income (loss)
   (450 ) 100,437 —      99,987




Accumulated other comprehensive loss at September 30, 2017
   $ 300 $ (225,733 ) $ 7,577    $ (217,856 )

⁽¹⁾

Includes $195 and $851 of accumulated other comprehensive income reclassifications into cost of products sold for net losses on commodity contracts in the third quarter and first nine months of 2017, respectively. The tax impacts of those reclassifications were $0 and $300, respectively.

Table of Contents

Three-Month (13 Week) Period Ended
October 1, 2016

   Gains and Losses on
Hedging Derivatives Foreign Currency
Gain (Loss) Adjustment to Early
Retiree Medical Plan    Total
Accumulated other comprehensive loss at July 2, 2016
   $ (3,900 ) $ (289,481 ) $ 12,003    $ (281,378 )
Other comprehensive income (loss) before reclassifications
   (600 ) (8,606 ) —      (9,206 )
Amounts reclassified from accumulated other comprehensive income (loss) into earnings⁽²⁾
   2,000 —   —      2,000




Net current-period other comprehensive income (loss)
   1,400 (8,606 ) —      (7,206 )




Accumulated other comprehensive loss at October 1, 2016
   $ (2,500 ) $ (298,087 ) $ 12,003    $ (288,584 )





Nine-Month (39 Week) Period Ended
October 1, 2016

   Gains and Losses on
Hedging Derivatives Foreign Currency
Gain (Loss) Adjustment to Early
Retiree Medical Plan    Total
Accumulated other comprehensive loss at December 31, 2015
   $ (11,700 ) $ (351,665 ) $ 12,003    $ (351,362 )
Other comprehensive income (loss) before reclassifications
   912 53,578 —      54,490
Amounts reclassified from accumulated other comprehensive income (loss) into earnings⁽²⁾
   8,288 —   —      8,288




Net current-period other comprehensive income (loss)
   9,200 53,578 —      62,778




Accumulated other comprehensive loss at October 1, 2016
   $ (2,500 ) $ (298,087 ) $ 12,003    $ (288,584 )




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 six months ended July 3, 2021 and July 4, 2020 (in thousands):

⁽²⁾

Includes $2,000 and $8,288 of accumulated other comprehensive income reclassifications into cost of products sold for net losses on commodity contracts in the third quarter and first nine months of 2016, respectively. The tax impacts of those reclassifications were $1,200 and $4,800, respectively.

	Three-Month (13-Week) Period Ended
	July 3, 2021
	Gains and Losses on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gain (Loss)			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 ⁽¹⁾		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			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		9,203			35,232			-		44,435
Amounts reclassified from accumulated other comprehensive income (loss) into earnings ⁽¹⁾		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	)

(1) Includes $196 and $697 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.

	Three-Month (13-Week) Period Ended
	July 4, 2020
	Gains and Losses on			Foreign Currency			Adjustment to Early
	Hedging Derivatives			Gain (Loss)			Retiree Medical Plan		Total
Accumulated other comprehensive income (loss) at April 4, 2020	$	(14,200	)	$	(361,234	)	$	7,807	$	(367,627	)
Other comprehensive income (loss) before reclassifications		757			23,491			-		24,248
Amounts reclassified from accumulated other comprehensive income (loss) into earnings ⁽²⁾		2,543			-			-		2,543
Net current-period other comprehensive income (loss)		3,300			23,491			-		26,791
Accumulated other comprehensive income (loss) at July 4, 2020	$	(10,900	)	$	(337,743	)	$	7,807	$	(340,836	)

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~~16.~~

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 foundation distributors; tubular products businesses; steel trading businesses; rebar distribution businesses; and Nucor’s equity method investments in Duferdofin Nucor and NuMit. The steel products segment includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, steel fasteners, metal building systems, steel grating and wire and wire mesh. The raw materials segment includes The David J. Joseph Company and its affiliates, primarily a scrap broker and processor;~~Nu-Iron~~ Unlimited and Nucor Steel Louisiana, two facilities that produce direct reduced iron used by the steel mills; our natural gas production operations; and Nucor’s equity method investment in Hunter Ridge Energy Services LLC (Hunter Ridge). Nucor sold its 50% interest in Hunter Ridge during the third quarter of 2016. The steel mills, steel products and raw materials segments are consistent with the way Nucor manages its business, which is primarily based upon the similarity of the types of products produced and sold by each segment.

	Six-Month (26-Week) Period Ended
	July 4, 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		(1,499	)		(40,970	)		-		(42,469	)
Amounts reclassified from accumulated other comprehensive income (loss) into earnings ⁽²⁾		4,599			-			-		4,599
Net current-period other comprehensive income (loss)		3,100			(40,970	)		-		(37,870	)
Accumulated other comprehensive income (loss) at July 4, 2020	$	(10,900	)	$	(337,743	)	$	7,807	$	(340,836	)

(2) Includes $2,543 and $4,599 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 2020, respectively. The tax impact of those reclassifications was $900 and $1,600 in the second quarter and first six months of 2020, 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 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, steel grating, tubular products businesses, 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 ~~other income,~~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. ~~The balance~~

Table of earnings (loss) before income taxes and noncontrolling interests as of and for the periods ended October 1, 2016 was adjusted due to the change in accounting principle from LIFO to FIFO for certain inventories (see Note 1).Contents

Nucor’s results by segment for the ~~third~~second quarter and first ~~nine~~six months of ~~2017~~2021 and ~~2016~~2020 were as follows (in thousands):


	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended						Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	Sept. 30, 2017			Oct. 1, 2016			Sept. 30, 2017			Oct. 1, 2016			July 3, 2021			July 4, 2020			July 3, 2021			July 4, 2020
Net sales to external customers:
Steel mills	$	3,639,488		$	2,960,642		$	10,982,636		$	8,611,553		$	5,909,909		$	2,513,961		$	10,518,686		$	6,033,231
Steel products		1,089,519			1,011,602			2,919,992			2,763,335			2,241,107			1,523,168			4,051,162			3,250,022
Raw materials		441,110			317,992			1,257,437			876,696			638,148			290,177			1,236,456			668,390
													$	8,789,164		$	4,327,306		$	15,806,304		$	9,951,643
	$	5,170,117		$	4,290,236		$	15,160,065		$	12,251,584

Intercompany sales:
Steel mills	$	767,268		$	567,854		$	2,189,123		$	1,592,512		$	1,496,298		$	663,244		$	2,721,411		$	1,532,336
Steel products		28,537			31,117			80,652			80,277			80,394			63,205			151,613			146,574
Raw materials		2,333,840			1,774,538			6,971,831			4,717,370			4,009,808			1,484,982			7,656,003			3,908,787
Corporate/eliminations		(3,129,645	)		(2,373,509	)		(9,241,606	)		(6,390,159	)		(5,586,500	)		(2,211,431	)		(10,529,027	)		(5,587,697	)

	$	—		$	—		$	—		$	—
													$	-		$	-		$	-		$	-
Earnings (loss) before income taxes and noncontrolling interests:
Steel mills	$	432,718		$	591,799		$	1,734,245		$	1,402,898		$	2,174,807		$	150,424		$	3,489,781		$	306,930
Steel products		59,225			72,578			131,956			197,891			259,330			152,874			471,142			315,433
Raw materials		9,957			14,313			102,575			(76,240	)		120,143			(1,389	)		343,378			(9,300	)
Corporate/eliminations		(131,295	)		(194,518	)		(541,060	)		(480,930	)		(528,532	)		(120,852	)		(980,307	)		(285,709	)
													$	2,025,748		$	181,057		$	3,323,994		$	327,354
	$	370,605		$	484,172		$	1,427,716		$	1,043,619


	Sept. 30, 2017			Dec. 31, 2016
Segment assets:
Steel mills	$	9,272,209		$	8,084,773
Steel products		2,893,703			2,544,344
Raw materials		3,462,340			3,235,237
Corporate/eliminations		875,582			1,359,164

	$	16,503,834		$	15,223,518

	July 3, 2021		Dec. 31, 2020
Segment assets:
Steel mills	$	11,734,231	$	9,708,260
Steel products		5,342,505		4,461,042
Raw materials		3,876,540		3,324,489
Corporate/eliminations		2,042,306		2,631,603
	$	22,995,582	$	20,125,394

15. Revenue

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

	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
Other Steel Products		-		1,247,877		-		1,247,877		-		2,296,722		-		2,296,722
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

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~~17.~~

~~EARNINGS PER SHARE: The computations of basic and diluted net earnings per share for the third quarter and first nine months of 2017 and 2016 are as follows (in thousands, except per share amounts):~~

   Three Months (13 Weeks) Ended    Nine Months (39 Weeks) Ended
   Sept. 30, 2017    Oct. 1, 2016    Sept. 30, 2017    Oct. 1, 2016
Basic net earnings per share:

Basic net earnings
   $ 254,850    $ 305,447    $ 934,797    $ 636,632
Earnings allocated to participating securities
   (900 )    (1,034 )    (3,239 )    (2,115 )








Net earnings available to common stockholders
   $ 253,950    $ 304,413    $ 931,558    $ 634,517








Average shares outstanding
   320,096    319,737    320,253    319,444








Basic net earnings per share
   $ 0.79    $ 0.95    $ 2.91    $ 1.99








Diluted net earnings per share:

Diluted net earnings
   $ 254,850    $ 305,447    $ 934,797    $ 636,632
Earnings allocated to participating securities
   (899 )    (1,034 )    (3,233 )    (2,116 )








Net earnings available to common stockholders
   $ 253,951    $ 304,413    $ 931,564    $ 634,516








Diluted average shares outstanding:

Basic shares outstanding
   320,096    319,737    320,253    319,444
Dilutive effect of stock options and other
   667    291    792    188








   320,763    320,028    321,045    319,632








Diluted net earnings per share
   $ 0.79    $ 0.95    $ 2.90    $ 1.99

	Three Months (13 Weeks) Ended July 4, 2020								Six Months (26 Weeks) Ended July 4, 2020
	Steel Mills		Steel Products		Raw Materials		Total		Steel Mills		Steel Products		Raw Materials		Total
Sheet	$	1,065,004	$	-	$	-	$	1,065,004	$	2,643,433	$	-	$	-	$	2,643,433
Bar		811,054		-		-		811,054		1,873,720		-		-		1,873,720
Structural		347,258		-		-		347,258		797,757		-		-		797,757
Plate		290,645		-		-		290,645		718,321		-		-		718,321
Tubular Products		-		250,311		-		250,311		-		555,368		-		555,368
Rebar Fabrication		-		413,916		-		413,916		-		837,232		-		837,232
Other Steel Products		-		858,941		-		858,941		-		1,857,422		-		1,857,422
Raw Materials		-		-		290,177		290,177		-		-		668,390		668,390
	$	2,513,961	$	1,523,168	$	290,177	$	4,327,306	$	6,033,231	$	3,250,022	$	668,390	$	9,951,643

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 $159.2 million as of July 3, 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.

16. Earnings Per Share

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

	Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	July 3, 2021			July 4, 2020			July 3, 2021			July 4, 2020
Basic net earnings per share:
Basic net earnings	$	1,506,868		$	108,881		$	2,449,300		$	129,212
Earnings allocated to participating securities		(6,676	)		(792	)		(12,426	)		(1,423	)
Net earnings available to common stockholders	$	1,500,192		$	108,089		$	2,436,874		$	127,789
Basic average shares outstanding		296,817			302,921			299,359			302,915
Basic net earnings per share	$	5.05		$	0.36		$	8.14		$	0.42
Diluted net earnings per share:
Diluted net earnings	$	1,506,868		$	108,881		$	2,449,300		$	129,212
Earnings allocated to participating securities		(6,649	)		(792	)		(12,385	)		(1,423	)
Net earnings available to common stockholders	$	1,500,219		$	108,089		$	2,436,915		$	127,789
Diluted average shares outstanding:
Basic average shares outstanding		296,817			302,921			299,359			302,915
Dilutive effect of stock options and other		712			12			379			17
		297,529			302,933			299,738			302,932
Diluted net earnings per share	$	5.04		$	0.36		$	8.13		$	0.42

The following stock options were excluded from the computation of diluted net earnings per share for the ~~third~~second quarter and first ~~nine~~six months of ~~2017~~2021 and ~~2016~~2020 because their effect would have been anti-dilutive ~~(in thousands, except per share amounts)~~(shares in thousands):


	Three Months (13 Weeks) Ended				Nine Months (39 Weeks) Ended				Three Months (13 Weeks) Ended				Six Months (26 Weeks) Ended
	Sept. 30, 2017		Oct. 1, 2016		Sept. 30, 2017		Oct. 1, 2016		July 3, 2021		July 4, 2020		July 3, 2021		July 4, 2020
Anti-dilutive stock options:
Weighted-average shares		698		—		309		1,254		52		3,749		152		3,724

Weighted-average exercise price	$	59.07	$	—	$	59.07	$	47.04	$	110.74	$	50.69	$	73.47	$	51.04

~~18.~~

SUBSEQUENT EVENTS: We evaluate events occurring after the date of our accompanying consolidated balance sheets for potential recognition or disclosure in our financial statements. Subsequent to September 30, 2017, we changed our estimate of potential liabilities related to certain legal matters that existed as of September 30, 2017. As a result of this change in estimate, we recorded a $0.05 per diluted share expense related to these legal matters. The expense is included in marketing, administrative and other expenses on the condensed consolidated statements of earnings for the three month and nine month periods ended September 30, 2017. The accrual related to this expense is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets as of September 30, 2017.

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17. Subsequent Events

On August 9, 2021, Nucor acquired Cornerstone Building Brands, Inc.’s insulated metal panels (“IMP”) business for a cash purchase price of approximately $1 billion, subject to customary adjustments. The ~~developments that led~~Company believes this acquisition is strategically important and will broaden value-added solutions Nucor is able to provide to targeted end markets as the use of IMP products reduce energy usage and overall operations-related greenhouse gas emissions. The IMP business Nucor is acquiring has 7 manufacturing facilities located throughout North America. These locations will complement the footprint of Nucor Buildings as well as the Company’s existing IMP business, Truecore.

On July 20, 2021, Nucor announced it had entered into an agreement to purchase Hannibal Industries, Inc. for a cash purchase price of approximately $370 million. Hannibal Industries is a leading national provider of steel racking solutions to warehouses and serves the e-commerce, industrial, food storage and retail segments. Hannibal Industries has manufacturing facilities in Los Angeles and Houston, as well as 3 distribution centers. The Company believes this ~~change~~acquisition is strategically important as it further deepens our ability to serve warehouse and distribution customers. We expect this transaction to close in ~~estimate occurred after~~August of 2021.

On August 4, 2021, Nucor became an obligor with respect to $197.0 million in 40-year variable-rate Green Bonds to partially fund the ~~Company issued~~capital costs, in particular the expenditures associated with pollution prevention and control (including waste recycling and waste reduction), of the construction of Nucor’s plate mill located in Brandenburg, Kentucky. The net proceeds from the debt issuance are being held in a ~~news release announcing the preliminary financial results~~trust account pending disbursement for the ~~third quarter~~construction of the facility and ~~first nine months~~will be accounted for as restricted cash. Funds will be disbursed from the trust account as qualified expenditures for the construction of ~~2017, which release was included as an exhibit to~~ the ~~Current Report on Form 8-K furnished with the Securities and Exchange Commission on October 19, 2017.~~

Brandenburg facility are made.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Certain statements made in this ~~quarterly report~~Quarterly Report on Form 10-Q, or in other public filings, press releases, or other written or oral communications made by Nucor, which are not historical facts are forward-looking statements ~~that~~subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and ~~uncertainties.~~uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. The words “anticipate,” “believe,” “expect,” “intend,” “project,” “may,” “will,” “should,” “could” and similar expressions are intended to identify those forward-looking statements. These forward-looking statements reflect the Company’s best judgment based on current information, and, although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the projected results and expectations discussed in this report. Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: (1) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (2) U.S. and foreign trade policies affecting steel imports or exports; (3) the sensitivity of the results of our operations to prevailing market steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (4) the availability and cost of electricity and natural gas, which could negatively affect our cost of steel production or ~~could~~ result in a delay or ~~cancelation~~cancellation of existing or future drilling within our natural gas drilling programs; (5) critical equipment failures and business interruptions; (6) market demand for steel products, which, in the case of many of our products, is driven by the level of nonresidential construction activity in the ~~U.S.;~~United States; (7) impairment in the recorded value of inventory, equity investments, fixed assets, goodwill or other long-lived assets; (8) uncertainties surrounding the global economy, including ~~the severe economic downturn in construction markets and~~ excess world capacity for steel production; (9) fluctuations in currency conversion rates; (10) significant changes in laws or government regulations affecting environmental compliance, including legislation and regulations that result in greater regulation of greenhouse gas emissions that could increase our energy costs, ~~and our~~ capital expenditures and operating costs or cause one or more of our permits to be revoked or make it more difficult to obtain permit modifications; (11) the cyclical nature of the steel industry; (12) capital investments and their impact on our performance; ~~and~~ (13) our safety ~~performance.~~performance; (14) the impact of the COVID-19 pandemic and any variants of the virus; and (15) the risks discussed in “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and elsewhere in this report.

Caution should be taken not to place undue reliance on the forward-looking statements included in this report. We assume no obligation to update any forward-looking statements except as may be required by law. In evaluating forward-looking statements, these risks and uncertainties should be considered, together with the other risks described from time to time in our reports and other filings with the Securities and Exchange Commission.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this report, as well as the audited consolidated financial statements and the notes thereto, “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Nucor’s Annual Report on Form10-K for the year ended December 31, ~~2016.~~2020.

Overview

Nucor and its affiliates manufacture steel and steel products. Nucor also produces ~~direct reduced iron (DRI)~~DRI for use in its steel mills. Through ~~The David J. Joseph Company and its affiliates (DJJ),~~DJJ, the Company also processes ferrous and nonferrous metals and brokers ferrous and nonferrous metals, pig iron, hot briquetted iron ~~(HBI)~~ and DRI. Most of Nucor’s operating facilities and customers are located in North America. Nucor’s operations include international trading and sales companies that buy and sell steel and steel products manufactured by the Company and others. Nucor is North America’s largest recycler, using scrap steel as the primary raw material in producing steel and steel products.

Nucor reports its results in ~~three~~the following segments: steel mills, steel products and raw materials. ~~In the steel mills segment, Nucor produces sheet steel(hot-rolled,~~ ~~cold-rolled and galvanized), hollow structural section (HSS) tubing, electrical conduit, plate steel, structural steel (wide-flange beams, beam blanks,H-piling~~ and sheet piling) and bar steel (blooms, billets, concrete reinforcing bar, merchant bar and special bar quality). Nucor manufactures steel principally from scrap steel and scrap steel substitutes using electric arc furnaces, continuous casting and automated rolling mills. The steel mills segment ~~also~~ includes carbon and alloy steel in sheet, bars, structural and plate; steel trading businesses; rebar distribution businesses; and Nucor’s equity method investments in ~~Duferdofin Nucor S.r.l. (Duferdofin Nucor)~~NuMit and ~~NuMit LLC (NuMit), as well as Nucor’s steel trading businesses and rebar distribution businesses. In the~~Nucor-JFE. The steel products segment ~~Nucor produces~~includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, precision castings, steel fasteners, metal building systems, steel grating, ~~and expanded~~

~~metal,~~tubular products businesses, piling products business, and wire and wire mesh. ~~In the raw materials segment, Nucor produces DRI; brokers ferrous and nonferrous metals, pig iron, HBI and DRI; supplies ferro-alloys; and processes ferrous and nonferrous scrap metal.~~ The raw materials segment ~~also~~ includes DJJ, primarily a scrap broker and processor; Nu-Iron Unlimited and Nucor Steel Louisiana, two facilities that produce DRI used by the steel mills; and our natural gas ~~drilling operations.~~related assets.

On August 9, 2021, Nucor acquired Cornerstone Building Brands, Inc.’s IMP business for a cash purchase price of approximately $1 billion, subject to customary adjustments. 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

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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 is acquiring 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.

In addition, Nucor announced during July 2021 that it had entered into an agreement to purchase Hannibal Industries, Inc. for a cash purchase price of approximately $370 million. Hannibal Industries is a leading national provider of steel racking solutions to warehouses. We expect that Hannibal Industries’ business, serving customers in the e-commerce, industrial, food storage and retail segments, will also continue to grow in the coming years. Hannibal Industries has manufacturing facilities in Los Angeles and Houston, as well as three distribution centers. We expect this transaction to close in August of 2021.

Together, the Cornerstone Building Brands and Hannibal Industries acquisitions reflect Nucor’s strategy to target the fastest growing segments of steel intensive construction markets.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately ~~86%~~96%, ~~64%~~76% and ~~64%~~77%, respectively, in the first ~~nine~~six months of ~~2017,~~2021 compared with ~~80%~~approximately 79%, ~~63%~~69% and ~~64%~~62%, respectively, in the first ~~nine~~six months of ~~2016.~~2020.

Results of Operations

For the second quarter in a row, Nucor reported the most profitable quarter in the Company’s history. The Company reported record consolidated net earnings of $1.51 billion, or $5.04 per diluted share, in the second quarter of 2021. This surpassed the previous quarterly record for consolidated net earnings of $942.4 million, or $3.10 per diluted share, that was set in the first quarter of 2021.

All three operating segments continued to generate robust profitability in the second quarter of 2021. The steel mills ~~segment’s utilization rate~~segment and the steel products segment set new records for profitability in the second quarter of 2021, surpassing the previous record that was set in the first ~~nine months of 2016 was revised as part of our updated analysis of steel mill capacity performed in the fourth~~ quarter of ~~2016. The utilization rates~~2021. Overall strong demand across most of the end markets we serve is supporting higher average selling prices. In the steel mills segment, ~~for~~the greatest improvement in profitability in the second quarter of 2021 as compared to the first ~~nine months~~quarter of ~~2017~~2021 came from our sheet and ~~the first nine months of 2016 are calculated using the same~~plate mills. Our steel ~~mill capacity as calculated~~products segment continues to benefit from ~~that updated analysis.~~

On January 9, 2017, Nucor used cash on hand to acquire Southland Tube (Southland) for a purchase price of approximately $130 million. Southland is a manufacturer of HSS tubing, which is primarily usedstrong demand in nonresidential construction markets. ~~Southland had shipments~~Backlogs for our steel mills and steel products segments remain strong, which we believe indicates that these strong market conditions will continue into the third quarter of ~~approximately 240,000 tons~~2021. We expect the Company to set a new record for quarterly earnings in ~~2016 and has one manufacturing facility in Birmingham, Alabama.~~the third quarter of 2021.

Nucor further expanded its value-added product offerings to its customers within the pipe and tube market through the January 20, 2017 acquisition of Republic Conduit (Republic) for a purchase price of $331.6 million. Republic produces steel electrical conduit primarily used to protect and route electrical wiring in various nonresidential structures such as hospitals, office buildings and stadiums. With its two facilities located in Kentucky and Georgia, Republic’s annual shipment volume has averaged 146,000 tons during the past two years.

In March 2017, Nucor announced an investment of $85 million to upgrade the rolling mill at its steel bar mill in Marion, Ohio in order to maintain a cost competitive position by reducing operating costs.

In May 2017, Nucor announced that it is investing an estimated $176 million to build a hot band galvanizing and pickling line at its sheet mill in Ghent, Kentucky. The new galvanizing line will expand Nucor Steel Gallatin’s product capabilities and should have an annual capacity of 500,000 tons. Once the necessary approvals are obtained, it is expected to take two years to construct the galvanizing line and begin operations.

On September 1, 2017, Nucor completed its acquisition of St. Louis Cold Drawn, Inc. (St. Louis Cold Drawn) for a purchase price of approximately $60 million. St. Louis Cold Drawn is a manufacturer of cold drawn rounds, hexagons, squares and special sections that mainly serves the U.S. and Mexican automotive and industrial markets. St. Louis Cold Drawn employs 125 people and has two manufacturing locations, one in St. Louis, Missouri and the other in Monterrey Mexico, that have a combined annual capacity of 200,000 tons. The addition of these facilities increased the total capacity of Nucor’s cold finished bar and wire facilities to more than 1.1 million tons annually and helps advance our goal of growing our sales to automotive customers.

In September 2017, Nucor’s Board of Directors approved investments in Nucor’s bar mill business, including micro mill investments and the expansion of its existing merchant bar operations. Both of these projects are part of Nucor’s strategy for long-term, profitable growth. By leveraging Nucor’s existing operating abilities, we expect that these projects will help to maintain our position as a~~low-cost~~ ~~producer and will allow us to better serve our customers.~~

~~Nucor’s~~reported consolidated net earnings of ~~$2.90~~$108.9 million, or $0.36 per diluted share, ~~for~~in the second quarter of 2020, which were the lowest quarterly earnings that the Company reported in 2020. The onset of the COVID-19 pandemic late in the first ~~nine months~~quarter of ~~2017 exceed~~2020 had a major negative impact on the ~~reported annual diluted earnings per share for each~~markets that we serve in the second quarter of ~~the previous eight years. The results achieved during the past nine months are due to the ongoing execution of our strategy for long-term, profitable growth. In addition,~~2020, causing customer production disruptions and generally lower shipment activity. However, nonresidential construction markets remained resilient, and conditions in the ~~overall economy and many of the~~other markets we serve ~~are much improved from~~recovered over the ~~depressed~~remainder of 2020. The strong demand generated by the recovery combined with lean inventory levels across supply chains contributed to the dramatic increase in average selling prices in the ~~years that followed~~second quarter of 2021 as compared to the ~~Great Recession. Our business is cyclical and market conditions can change very rapidly, but Nucor’s steady, long-term focus provides for strong financial performance that takes advantage~~second quarter of ~~improved market conditions.~~

2020.

22The following discussion will provide greater quantitative and qualitative analysis of Nucor’s performance in the second quarter and first six months of 2021 as compared to the second quarter and first six months of 2020.

~~Results of Operations~~

Net Sales –

Net sales to external customers by segment for the ~~third~~second quarter and first ~~nine~~six months of ~~2017~~2021 and ~~2016~~2020 were as follows (in thousands):


	Three Months (13 Weeks) Ended							Nine Months (39 Weeks) Ended							Three Months (13 Weeks) Ended			Six Months (26 Weeks) Ended
	Sept. 30, 2017		Oct. 1, 2016		% Change			Sept. 30, 2017		Oct. 1, 2016		% Change			July 3, 2021	July 4, 2020	% Change	July 3, 2021	July 4, 2020	% Change
Steel mills	$	3,639,488	$	2,960,642		23	%	$	10,982,636	$	8,611,553		28	%	$5,909,909	$2,513,961	135%	$10,518,686	$6,033,231	74%
Steel products		1,089,519		1,011,602		8	%		2,919,992		2,763,335		6	%	2,241,107	1,523,168	47%	4,051,162	3,250,022	25%
Raw materials		441,110		317,992		39	%		1,257,437		876,696		43	%	638,148	290,177	120%	1,236,456	668,390	85%

Net sales	$	5,170,117	$	4,290,236		21	%	$	15,160,065	$	12,251,584		24	%

Total net sales															$8,789,164	$4,327,306	103%	$15,806,304	$9,951,643	59%

Net sales for the ~~third~~second quarter of ~~2017~~2021 increased ~~21%~~103% from the ~~third~~second quarter of ~~2016.~~2020. Average sales price per ton increased 7%49% from ~~$729~~$790 in the ~~third~~second quarter of ~~2016~~2020 to ~~$781~~$1,175 in the ~~third~~second quarter of ~~2017.~~2021. Total tons shipped to outside customers in the ~~third~~second quarter of ~~2017~~2021 were ~~6,618,000,~~7,482,000 tons, a ~~12%~~37% increase from the ~~third~~second quarter of ~~2016.~~2020.

Table of Contents

Net sales for the first ~~nine~~six months of ~~2017~~2021 increased ~~24%~~59% from the first ~~nine~~six months of ~~2016.~~2020. Average sales price per ton increased ~~15%~~37% from ~~$662~~$786 in the first ~~nine~~six months of ~~2016~~2020 to ~~$760~~$1,078 in the first ~~nine~~six months of ~~2017, while total~~2021. Total tons shipped to outside customers in the first ~~nine~~six months of ~~2017~~2021 were ~~19,950,000, an 8%~~14,658,000, a 16% increase from the first ~~nine~~six months of ~~2016.~~2020.

In the steel mills segment, sales tons for the ~~third~~second quarter and first ~~nine~~six months of ~~2017~~2021 and ~~2016~~2020 were as follows (in thousands):


	Three Months (13 Weeks) Ended							Nine Months (39 Weeks) Ended							Three Months (13 Weeks) Ended			Six Months (26 Weeks) Ended
	Sept. 30, 2017		Oct. 1, 2016		% Change			Sept. 30, 2017		Oct. 1, 2016		% Change			July 3, 2021	July 4, 2020	% Change	July 3, 2021	July 4, 2020	% Change
Outside steel shipments		5,096		4,465		14	%		15,620		14,446		8	%	5,356	3,758	43%	10,546	8,940	18%
Inside steel shipments		1,069		748		43	%		3,039		2,344		30	%	1,378	1,011	36%	2,732	2,327	17%

Total steel shipments		6,165		5,213		18	%		18,659		16,790		11	%	6,734	4,769	41%	13,278	11,267	18%

Net sales for the steel mills segment increased 135% in the ~~third~~second quarter of ~~2017 increased 23%~~2021 from the ~~third~~second quarter of ~~2016~~2020, due primarily to a ~~14%~~65% increase in ~~tons shipped to outside customers and an 8% increase in~~the average sales price per ton from ~~$664~~$672 to ~~$715. Our sheet, bar and plate products all experienced higher average selling prices in the third quarter and first nine months of 2017~~$1,107 as ~~compared to the respective prior year periods, with the most significantyear-to-date~~ increases at our sheet and plate mills. Steel mills net sales increased 28% in the first nine months of 2017 from the first nine of months of 2016 primarily due to an 18% increase in average sales price per ton and an 8% increase in outside shipments. Thewell as a 43% increase in tons sold to outside customers for the third quarter and first nine months of 2017 compared to the respective prior year periods is partially due to the acquisitions of our tubular products businesses that occurred during the fourth quarter of 2016 and first quarter of 2017. The addition of the tubular products businesses also contributed to the increase in average sales price per ton forcustomers. Average selling prices increased across all product groups within the steel mills segment in the ~~third~~second quarter ~~and first nine months~~ of ~~2017~~2021 as compared to the ~~same periods in~~second quarter of 2020.

Net sales for the ~~prior year as those products have higher average selling prices.~~

~~Imports continue to negatively impact the U.S.~~ steel ~~industry. Through the first nine months of 2017, finished steel imports accounted for an estimated 27% share of the U.S. market and have~~mills segment increased ~~an estimated 15.1% compared to the same period last year. The industry continues to pursue trade cases to combat unfairly traded imports. Final determinations issued earlier this year againstcut-to-length~~ ~~steel plate imports from 12 countries are having a positive impact as steel imports of these products have decreased~~74% in the first ~~nine~~six months of ~~this year compared to~~2021 from the ~~same period last year. The U.S. Department~~first six months of Commerce has made several rulings imposing duties on additional steel products since the beginning of the year that are favorable to the domestic steel industry. Although slower than we would like, we are encouraged by the steady progress that we are achieving through the prosecution of product and country specific trade cases. We believe this success is2020, due to a 48% increase in the ~~overwhelming evidence that our foreign competitors receive support~~average sales price per ton from ~~illegal subsidies.~~

$677 to $1,001 and an 18% increase in tons sold to outside customers.

~~Tonnage data~~Outside sales tonnage for the steel products segment for the ~~third~~second quarter and first ~~nine~~six months of ~~2017~~2021 and ~~2016~~2020 was as follows (in thousands):


	Three Months (13 Weeks) Ended							Nine Months (39 Weeks) Ended							Three Months (13 Weeks) Ended			Six Months (26 Weeks) Ended
	Sept. 30, 2017		Oct. 1, 2016		% Change			Sept. 30, 2017		Oct. 1, 2016		% Change			July 3, 2021	July 4, 2020	% Change	July 3, 2021	July 4, 2020	% Change
Joist sales		127		129		-2	%		332		322		3	%	167	122	37%	339	253	34%
Deck sales		119		123		-3	%		329		332		-1	%	130	111	17%	265	236	12%
Cold finish sales		119		99		20	%		361		328		10	%
Fabricated concrete reinforcing steel sales		319		311		3	%		857		857		0	%
Cold finished sales															128	75	71%	260	201	29%
Rebar fabrication sales															338	309	9%	620	620	-
Piling products sales															171	156	10%	307	336	-9%
Tubular products sales															269	249	8%	519	536	-3%
Other steel products sales															109	87	25%	209	186	12%
Total steel products sales															1,312	1,109	18%	2,519	2,368	6%

~~The 8%~~

Net sales for the steel products segment increased 47% in the second quarter of 2021 compared to the second quarter of 2020, due to a 24% increase in the ~~steel products segment’s sales for the third quarter of 2017 from the third quarter of 2016 was due to a 5% increase in~~ average sales price per ton from ~~$1,299~~$1,372 to ~~$1,361,~~$1,708 and ~~a 3%~~an 18% increase in ~~volume. The 6% increase in~~tons sold to outside customers. Average selling prices increased across all businesses within the steel products ~~segment’s~~segment in the second quarter of 2021 as compared to the second quarter of 2020, most notably at our tubular products businesses.

Net sales for the steel products segment increased 25% in the first ~~nine~~six months of ~~2017 from~~2021 compared to the first ~~nine~~six months of ~~2016 was~~2020, due to a 3%17% increase in the average sales price per ton from ~~$1,286~~$1,372 to ~~$1,331,~~$1,608 and a 2%6% increase in ~~volume.~~tons sold to outside customers. Average selling prices increased across all businesses within the steel products segment in the first six months of 2021 as compared to the first six months of 2020, most notably at our tubular products businesses.

~~Sales~~Net sales for the raw materials segment increased ~~39%~~120% and ~~43%~~85% in the ~~third~~second quarter and first ~~nine~~six months of ~~2017,~~2021, respectively, from the ~~respective~~same prior year periods. The increases ~~are primarily~~were due to ~~significantly higher~~increased average selling prices ~~in DJJ’s brokerage operations,~~ and ~~to a lesser extent, increased~~ volumes ~~in both~~at DJJ’s brokerage and scrap processing operations. In the ~~third~~second quarter of ~~2017,~~2021, approximately ~~88%~~90% of outside sales for the raw materials segment were from ~~DJJ’s~~the brokerage operations of DJJ, and approximately ~~10%~~9% of outside sales were from ~~DJJ’s~~the scrap processing operations ~~(90%~~of DJJ (89% and 7%8%, respectively, in the ~~third~~second quarter of ~~2016)~~2020). In the first ~~nine~~six months of ~~2017,~~2021, approximately ~~87%~~89% of outside sales for the raw materials segment were from ~~DJJ’s~~the brokerage operations of DJJ, and approximately ~~10%~~9% of outside sales were from ~~DJJ’s~~the scrap processing operations ~~(89%~~of DJJ (88% and 8%, respectively, in the first ~~nine~~six months of ~~2016)~~2020).

~~Gross~~

Table of Contents

Gross Margins –

Nucor recorded gross margins of ~~$579.0 million (11%~~$2.47 billion (28%) ~~for~~in the ~~third~~second quarter of ~~2017,~~2021, which was a ~~decrease~~significant increase compared with ~~$682.2~~$378.0 million ~~(16%~~(9%) in the ~~third~~second quarter of ~~2016:~~

2020.

The primary driver for the decrease in gross margin in the third quarter of 2017 as compared to the third quarter of 2016 was decreased metal margins per ton in the steel mills segment, particularly at our sheet and structural mills.

•

The primary driver for the increase in gross margins in the second quarter of 2021 as compared to the second quarter of 2020 was increased metal margins in the steel mills segment. Metal margin is the difference between the selling price of steel and the cost of scrap and scrap substitutes.

Scrap and scrap substitutes are the most significant element in the total cost of steel production. The average scrap and scrap substitute cost per gross ton used in the ~~third~~second quarter of ~~2017~~2021 was ~~$317,~~$457, a ~~26%~~61% increase ~~from $252~~compared to $284 in the ~~third~~second quarter of ~~2016.~~2020. The increase in the average scrap and scrap substitute cost per gross ton used inwas more than offset by the ~~third quarter of 2017 as compared to the third quarter of 2016 outpaced the increase~~previously mentioned increases in average ~~sales price per ton for the same periods.~~selling prices and volumes.

Scrap prices are driven by the global supply and demand for scrap and other iron-based raw materials used to make steel. Scrap prices have increased ~~during~~dramatically since the ~~first half~~beginning of ~~2017 with prices leveling out during the third quarter. We do not~~2021 and we expect ~~significant~~continued strong demand for scrap and volatility in scrap prices as we ~~approach the end of the year.~~

~~Steel mill energy costs increased approximately $1 per ton in~~begin the third ~~quarter of 2017 compared with the third quarter of 2016, primarily due to higher electricity unit costs.~~quarter.

•

Pre-operating and start-up costs of new facilities were approximately $22 million in the second quarter of both 2021 and 2020. Pre-operating and start-up costs in the second quarter of 2021 included costs related to the plate mill being built in Kentucky, the sheet mill expansion in Kentucky, the merchant bar quality mill expansion at our bar mill in Illinois and the sheet mill expansion in Arkansas. Nucor defines pre-operating and start-up costs, all of which are expensed, as the losses attributable to facilities or major projects that are either under construction or in the early stages of operation. Once these facilities or projects have attained a utilization rate that is consistent with our similar operating facilities, they are no longer considered by Nucor to be in start-up.

•

Gross margins in the steel products segment increased in the second quarter of 2021 as compared to the second quarter of 2020. The primary driver was the increased margins at our tubular products, joist and cold finish businesses that were partially offset by the decreased margins at our deck, building systems and piling businesses. The largest increase in gross margins was at our tubular products businesses. Led by large commercial, warehouse and data center projects, demand in nonresidential construction markets continues to be healthy. As we enter the third quarter of 2021, backlogs for the steel products segment are strong.

•

Gross margins in the raw materials segment significantly increased in the second quarterof 2021 as compared to the second quarter of 2020, primarily due to rising raw materials selling prices and margin expansion. The largest improvement in gross margins in the second quarterof 2021 as compared to the second quarterof 2020 was at our DRI facilities. The profitability of DJJ’s brokerage and scrap processing operations also significantly increased in the second quarter of 2021 as compared to the second quarterof 2020.

Gross margins in the steel products segment for the third quarter of 2017 decreased compared to the third quarter of 2016 due to margin compression resulting from higher steel input costs. In particular, our rebar fabrication operations have experienced significant declines in performance due to a combination of margin compression caused by higher steel input costs and delays on larger, more profitable projects. The performance of our downstream steel products segment improved in the third quarter of 2017 as compared to the second quarter of 2017 due to higher volumes and higher average selling prices.

Gross margins in the raw materials segment for the third quarter of 2017 were negatively impacted by the unplanned outages experienced at Nucor Steel Louisiana for most of the quarter. The facility stopped production in late July to make repairs to its materials handling systems and to address other equipment issues. Nucor Steel Louisiana resumed operations on October 3, 2017.

Gross margins for DJJ’s scrap processing operations for the third quarter of 2017 increased compared to the third quarter of 2016 due to increased volumes that resulted in lower expenses per ton. Gross margins related to DJJ’s brokerage operations for the third quarter of 2017 increased compared to the third quarter of 2016 due to increased volumes.

~~For the first nine months of 2017,~~ Nucor recorded gross margins of ~~$2.05~~$4.10 billion ~~(14%~~(26%), in the first six months of 2021, which was ana significant increase compared with ~~$1.58~~$1.01 billion ~~(13%~~(10%) ~~for the first nine months of 2016:~~

~~The primary driver for the increase in gross margin~~ in the first ~~nine~~six months of 2017 as compared to the first nine months of 2016 was increased metal margins per ton in the steel mills segment, particularly at our sheet mills. The average scrap and scrap substitute cost per ton used in the first nine months of 2017 was $304, a 35% increase from $225 in the first nine months of 2016. Despite this increase in the average scrap and scrap substitute cost per ton used, total metal margin dollars increased in the first nine months of 2017 compared to the first nine months of 2016 due to the increases in average selling prices and volumes as previously discussed.2020.

•

The primary driver for the increase in gross margins in the first six months of 2021 as compared to the first six months of 2020 was increased metal margins in the steel mills segment. The average scrap and scrap substitute cost per gross ton used in the first six months of 2021 was $431, a 49% increase compared to $289 in the first six months of 2020. The increase in the average scrap and scrap substitute cost per gross ton used was more than offset by the previously mentioned increases in average selling prices and volumes.

•

Pre-operating and start-up costs of new facilities decreased to approximately $41 million in the first six months of 2021 from approximately $51 million in the first six months of 2020. The decrease in pre-operating and start-up costs was primarily due to the completion of the bar mills in Missouri and Florida. Pre-operating and start-up costs in the first six months of 2021 included costs related to the plate mill being built in Kentucky, the sheet mill expansion in Kentucky, the merchant bar quality mill expansion at our bar mill in Illinois and the sheet mill expansion in Arkansas.

•

Gross margins in the steel products segment increased in the first six months of 2021 as compared to the first six months of 2020. The primary driver was the increased margins at our tubular products, rebar, joist and cold finish businesses.

•

Gross margins in the raw materials segment significantly increased in the first six months of 2021 as compared to the first six months of 2020, primarily due to rising raw materials selling prices and margin expansion. The largest improvement in gross margins in the first six months of 2021 as compared to the first six months of 2020 was at our DRI facilities. The profitability of DJJ’s brokerage and scrap processing operations also significantly increased in the first six months of 2021 as compared to the first six months of 2020.

~~Steel mill energy costs for the first nine months~~

Table of ~~2017 increased approximately $2 per ton from the first nine months of 2016, primarily due to higher electricity and natural gas unit costs.~~

Contents

Gross margins in the steel products segment decreased in the first nine months of 2017 as compared to the first nine months of 2016 due to a highly competitive market environment and margin compression resulting from higher steel input costs.

Gross margins in the raw materials segment for the first nine months of 2017 benefitted from higher gross margins at DJJ’s brokerage and scrap processing operations as a result of improved scrap selling prices and volumes. The raw materials segment also benefitted from the profitable performance of our Trinidad DRI facility, while being negatively impacted by unplanned outages at Nucor Steel Louisiana during the first and third quarters of 2017.

Marketing, Administrative and Other Expenses –

A major component of marketing, administrative and other expenses is profit sharing and other incentive compensation costs. These costs, which are based upon and fluctuate with Nucor’s financial performance, increased ~~$4.4~~by $215.5 million in the third quarter of 2017 compared to the third quarter of 2016 primarily due to other incentive compensation costs related to management compensation plans. Profit sharing and other incentive compensation costs increased $62.9 million in the first nine months of 2017 compared to the first nine months of 2016 due to the increased profitability of the Company. Profit sharing and other incentive compensation costs decreased $25.3 million in the third quarter of 2017 compared to the second quarter of 2017 due to the annual restricted stock unit and stock option grants that occurred in the second quarter of ~~2017.~~

~~Equity in Earnings of Unconsolidated Affiliates –~~~~Equity in earnings of unconsolidated affiliates was $7.7 million and $14.2 million in~~2021 as compared to the ~~third~~second quarter of ~~2017~~2020, and ~~2016, respectively, and $29.8 million and $30.2~~increased by $351.5 million in the first ~~nine~~six months of ~~2017 and 2016, respectively. The decreases in equity method investment earnings are~~2021 as compared to the first six months of 2020. These increases were due to ~~decreased earnings at NuMit during both the third quarter and the first nine months of 2017 from the comparable prior year periods. Additionally, included in equity method investment earnings~~Nucor’s increased profitability in the ~~first nine months of 2016 is a $5.7 million benefit, $5.0 million of which isout-of-period,~~ ~~at Duferdofin Nucor primarily related to a change in the Italian income tax rate. Theout-of-period~~ ~~adjustment was not material to any previously reported periods.~~

~~Interest Expense (Income) –~~~~Net interest expense for the third~~second quarter and first ~~nine~~six months of ~~2017 and 2016 was~~2021 as ~~follows (in thousands):~~

~~Interest expense for the third quarter and first nine months of 2017 increased slightly~~ compared to the respective prior year periods, which resulted in significantly increased accruals related to profit sharing.

Equity in (Earnings) Losses of Unconsolidated Affiliates

Equity in (earnings) losses of unconsolidated affiliates was $(19.4) million and $14.1 million in the second quarter of 2021 and 2020, respectively, and $(32.6) million and $14.9 million in the first six months of 2021 and 2020, respectively. The increase in equity method investment earnings were primarily due to ~~minor increases~~increased earnings at NuMit and decreased losses at Nucor-JFE.

Losses on Assets

Included in ~~both~~the first six months of 2021 earnings was a non-cash loss on assets of $42.0 million related to our leasehold interest in unproved oil and natural gas properties in the raw materials segment. Also included in the first six months of 2021 earnings were losses on assets of $9.0 million in the steel products segment.

Included in the first six months of 2020 earnings were losses on assets of $292.8 million related to our equity method investment in Duferdofin Nucor S.r.l. (“Duferdofin Nucor”) that we have since exited. Nucor determined that a triggering event occurred in the first quarter of 2020 due to adverse developments in the joint venture’s commercial outlook, which were exacerbated by the COVID‐19 pandemic, all of which negatively impacted the joint venture’s strategic direction.

Interest Expense (Income)

Net interest expense for the second quarter and first six months of 2021 and 2020 was as follows (in thousands):

	Three Months (13 Weeks) Ended						Six Months (26 Weeks) Ended
	July 3, 2021			July 4, 2020			July 3, 2021			July 4, 2020
Interest expense	$	37,661		$	38,849		$	78,631		$	86,445
Interest income		(1,881	)		(3,042	)		(3,207	)		(9,728	)
Interest expense, net	$	35,780		$	35,807		$	75,424		$	76,717

Interest expense decreased in the second quarter and first six months of 2021 compared to the second quarter and first six months of 2020 due primarily to the lower average interest rates on ~~our variable rate~~ debt and ~~average debt outstanding, as well as decreased~~an increase in capitalized ~~interest.~~ interest in the first six months of 2021.

Interest income ~~for~~decreased in the ~~third~~second quarter and first ~~nine~~six months of ~~2017 increased~~2021 compared to the ~~respective prior year periods~~second quarter and first six months of 2020 due to ~~higher~~a decrease in average interest rates on ~~investments offset by significantly decreased average investment levels.~~investments.

Earnings (Loss) Before Income Taxes and Noncontrolling Interests –

Earnings (loss) before income taxes and noncontrolling interests by segment for the ~~third~~second quarter and first ~~nine~~six months of ~~2017~~2021 and ~~2016~~2020 were as follows (in thousands):. The changes between periods were driven by the quantitative and qualitative factors previously discussed.

													Three Months						Six Months
	Three Months (13 Weeks) Ended						Nine Months (39 Weeks) Ended						(13 Weeks) Ended						(26 Weeks) Ended
	Sept. 30, 2017			Oct. 1, 2016			Sept. 30, 2017			Oct. 1, 2016			July 3, 2021			July 4, 2020			July 3, 2021			July 4, 2020
Steel mills	$	432,718		$	591,799		$	1,734,245		$	1,402,898		$	2,174,807		$	150,424		$	3,489,781		$	306,930
Steel products		59,225			72,578			131,956			197,891			259,330			152,874			471,142			315,433
Raw materials		9,957			14,313			102,575			(76,240	)		120,143			(1,389	)		343,378			(9,300	)
Corporate/eliminations		(131,295	)		(194,518	)		(541,060	)		(480,930	)		(528,532	)		(120,852	)		(980,307	)		(285,709	)
													$	2,025,748		$	181,057		$	3,323,994		$	327,354
	$	370,605		$	484,172		$	1,427,716		$	1,043,619

~~Earnings before income taxes and noncontrolling interests for the steel mills segment in the third quarter~~22

Table of 2017 decreased compared to the prior year period due to compressed margins, particularly at our sheet and structural mills. Despite high utilization rates at our sheet mills, continued pressure from imports prevented prices from keeping pace with increasing raw material costs in the third quarter of 2017. These conditions, along with the decreased profitability of our plate mills, also caused earnings before income taxes and noncontrolling interests in the third quarter of 2017 to decrease from the second quarter of 2017. The increase in earnings in the steel mills segment in the first nine months of 2017 compared to the first nine months of 2016 was primarily due to improved metal margins experienced in the first half of the year. Though the profitability of the steel mills segment decreased in the third quarter of 2017 as compared to the third quarter of 2016 and second quarter of 2017, we expect stable conditions to continue through 2017 for most end markets that the steel mills segment serves.

In the steel products segment, earnings before income taxes and noncontrolling interests in the third quarter and first nine months of 2017 decreased compared to the respective prior year periods due to margin compression resulting from higher steel input costs and highly competitive markets, particularly for our rebar fabrication operations. The performance of our joist, grating and rebar fabrication operations declined in the third quarter and first nine months of 2017 from the comparable prior year periods. The performance of our deck operations in the third quarter of 2017 improved significantly

Contents

~~compared to the third quarter of 2016, whileyear-to-date~~ ~~performance was flat compared with the prior year period. Our building systems operations improved in the third quarter of 2017, but declinedyear-to-date~~ ~~compared to the respective prior year periods. The performance of our cold finish operations improved in the third quarter and first nine months of 2017 compared to the respective prior year periods.~~

The profitability of our raw materials segment in the third quarter decreased as compared to the third quarter of 2016 and second quarter of 2017 due to the previously mentioned unplanned outages at our Louisiana DRI facility for most of the third quarter of 2017. Our raw materials segment performance for the first nine months of 2017 improved significantly as compared to the first nine months of 2016 due to the significantly increased profitability of DJJ’s brokerage and scrap processing operations and the profitable performance of our Trinidad DRI facility.

The decrease in losses in Corporate/eliminations in the third quarter of 2017 as compared to the third quarter of 2016 was driven primarily by less profit being eliminated related to intercompany inventory on hand at the end of the third quarter of 2017. The increase in losses in Corporate/eliminations in the first nine months of 2017 as compared to the first nine months of 2016 is primarily due to increased incentive compensation costs, primarily profit sharing expense.

Noncontrolling Interests –

Noncontrolling interests represent the income attributable to the noncontrolling partners of Nucor’s joint ventures, primarily ~~Nucor-Yamato Steel Company (NYS),~~NYS of which Nucor owns 51%. The ~~decrease~~increase in earnings attributable to noncontrolling interests in the ~~third~~second quarter and first six months of ~~2017~~2021 as compared to the ~~third~~second quarter and first six months of ~~2016~~2020 was primarily ~~attributable~~due to the ~~decreased~~increased earnings of NYS, which were due to decreased metal margin per ton and lower sales volumes in the third quarter of 2017 as compared to the third quarter of 2016. The decrease in earnings attributable to noncontrolling interests in the first nine months of 2017 as compared to the first nine months of 2016 is mainly thewas a result of ~~lower~~the increased metal ~~margins caused by higher scrap costs.~~margins. Under the NYS limited partnership agreement, the minimum amount of cash to be distributed each year to the partners is the amount needed by each partner to pay applicable U.S. federal and state income taxes. In the first ~~nine~~six months of ~~2017,~~2020, the amount of cash distributed to noncontrolling interest holders exceeded the earnings attributable to noncontrolling interests based on mutual agreement of the general ~~partners; however, the cumulative amount of cash distributed to partners was less than the cumulative net earnings of the partnership~~.partners.

Provision for Income Taxes –

The effective tax rate for the ~~third~~second quarter of ~~2017~~2021 was ~~28.2%~~22.4% compared to ~~31.6%~~26.5% for the ~~third~~second quarter of ~~2016. We expect that~~2020. The effective tax rate for the second quarter of 2020 was elevated, relative to the second quarter of 2021, primarily due to a $5.3 million unfavorable non-cash, out-of-period adjustment to deferred tax balances. The out-of-period adjustment was not material to any previously reported period. The expected effective tax rate for the full year of ~~2017 will be~~2021 is approximately 31.3% compared with 30.7% for the full year of 2016. The decrease in the effective tax rate for the third quarter of 2017 as compared to the third quarter of 2016 was primarily due to a net tax benefit totaling $13.2 million related to a return to provision change in estimate and state tax credits included during the third quarter of 2017.23.1%.

We estimate that in the next 12 months our gross unrecognized tax benefits, which totaled ~~$48.2~~$59.5 million at ~~September 30, 2017,~~July 3, 2021, exclusive of interest, could decrease by as much as ~~$9.5~~$5.4 million as a result of the expiration of the statute of limitations and closures of examinations, substantially all of which would impact the effective tax rate.

Net Earnings Attributable to Nucor Stockholders and Return on Equity –

Nucor reported consolidated net earnings of ~~$254.9 million,~~$1.51 billion, or ~~$0.79~~$5.04 per diluted share, in the ~~third~~second quarter of ~~2017~~2021 as compared ~~with~~to consolidated net earnings of ~~$305.4~~$108.9 million, or ~~$0.95~~$0.36 per diluted share, in the ~~third~~second quarter of ~~2016.~~2020. Net earnings attributable to Nucor stockholders as a percentage of net sales ~~was 5%~~were 17.1% and 7%2.5% in the ~~third~~second quarter of ~~2017~~2021 and ~~2016,~~2020, respectively.

Nucor reported consolidated net earnings of ~~$934.8 million,~~$2.45 billion, or ~~$2.90~~$8.13 per diluted share, in the first ~~nine~~six months of ~~2017~~2021 as compared ~~with~~to consolidated net earnings of ~~$636.6~~$129.2 million, or ~~$1.99~~$0.42 per diluted share, in the first ~~nine~~six months of ~~2016.~~2020. Net earnings attributable to Nucor stockholders as a percentage of net sales ~~was 6%~~were 15.5% and 5%1.3% in the first ~~nine~~six months of ~~2017~~2021 and ~~2016,~~2020, respectively. Annualized return on average stockholders’ equity was ~~15%~~42.5% and ~~11%~~2.5% in the first ~~nine~~six months of ~~2017~~2021 and ~~2016,~~2020, respectively.

Outlook – Approaching the end of 2017, we are encouraged by a number of positive factors impacting our markets going into 2018. We see generally stable or improving market conditions for nonresidential construction, automotive, energy, heavy equipment and agriculture. Although illegally traded imports remain at unacceptable levels, we are encouraged by the cumulative benefits of the domestic steel industry’s successful trade cases.

We expect ~~fourth quarter of 2017~~ earnings ~~to be similar to slightly decreased from the third quarter of 2017, exclusive of the legal charges and tax benefits related to a return to provision change in estimate and state tax credits recognized~~ in the third quarter of ~~2017.~~2021 to be the highest quarterly earnings in Nucor history, surpassing the record set in the second quarter of 2021. The primary drivers for the expected increase in earnings in the third quarter of 2021 are improved pricing and margins in the steel mills segment. We expect ~~much improved performance by~~increased profitability across the steel mills segment, with the largest increase at our sheet mills. The steel products segment and the raw materials segment ~~driven by more consistent DRI production. The downstream steel products segment is~~are also ~~likely~~expected to ~~benefit from margin improvement. We expect~~have increased earnings in the ~~steel mills segment~~third quarter of 2021 compared to ~~see some decline mainly due to weakness in plate steel and typical seasonality.~~the second quarter of 2021.

Nucor’s largest exposure to market risk is via our steel mills and steel products segments. Our largest single customer in the ~~first nine months~~second quarter of ~~2017~~2021 represented approximately 5% of sales and has consistently paid within terms. In the raw materials segment, we are exposed to price fluctuations related to the purchase of scrap and scrap substitutes, pig iron and iron ore. Our exposure to market risk is mitigated by the fact that our steel mills use a significant portion of the products of ~~this~~the raw materials segment.

Liquidity and ~~capital resources~~Capital Resources

~~Cash provided by operating activities was $762.5 million~~Nucor operates a capital-intensive business in highly cyclical markets. We therefore attempt to utilize conservative financial practices that maximize our financial strength during economic downturns like the first nine months of 2017 compared with $1.18 billion in the first nine months of 2016. The primary reason for the decrease in cash provided by operating activities is that changes in operating assets and operating liabilities (exclusive of acquisitions) used cash of $797.3 million in the first nine months of 2017 compared with $195.6 million of cash used in the first nine months of last year. The funding of our working capital in the first nine months of 2017 increased over the prior year period due mainly to increases in accounts receivable and inventories, partially offset by increases in accounts payable. Accounts receivable increased in the third quarter of 2017 from the fourth quarter of 2016 due toone we experienced as a 14% increase in tons shipped to outside customers and a 15% increase in average sales price per ton. Inventories and accounts payable increased due to the 29% increase in the cost of scrap and scrap substitutes in inventory, as well as the 21% increase in tons of inventory on hand from~~year-end~~ ~~2016 to the end~~result of the ~~third quarter~~COVID-19 pandemic. Our liquidity position, consisting of 2017 to support higher operating rates. Another factor leading to the decrease in cash provided by operating activities was the $125.2 million decrease in deferred income taxes. Partially offsetting the decrease in cash generated from changes in operating assets and operating liabilities and changes in deferred taxes was a $260.2 million increase in net earnings over the first nine months of 2016.

~~The current ratio was 2.1 at the end of the third quarter of 2017 and 2.7 atyear-end~~ ~~2016. The current ratio was negatively impacted by a 57% increase in accounts payable as compared toyear-end~~ ~~2016 due to the reasons cited above. The current ratio was also negatively impacted by a decrease in~~ cash and cash equivalents, ~~and~~ short-term investments and ~~an increase in long-term debt due within one year. The $570.0 million decrease in~~

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restricted cash and cash equivalents, ~~and short-term investments fromyear-end~~ ~~2016 was primarily due to the funding~~remained strong at $3.21 billion as of working capital, acquisitions, dividends, capital expenditures and common stock repurchases, partially offset by cash generated from operating activities. Accounts receivable and inventories increased 30% and 42%, respectively, since~~year-end~~ 2016 due to the reasons cited above. In the third quarters of both 2017 and 2016, total accounts receivable turned approximately every five weeks and inventories turned approximately every nine weeks. The increase in long-termJuly 3, 2021. Additionally, Nucor has no significant debt ~~due within one year resulted from the reclassification of $500.0 million of debt due in June 2018 fromnon-current~~ ~~to current liabilities.~~

maturities until September 2022.

Cash used in investing activities during the first nine months of 2017 was $736.5 million compared to $945.5 million from the prior year period. The primary driver for the decrease in cash used in investing activities wasWe believe that cash used to purchase investments decreased from $650.0 million in the first nine months of 2016 to $50.0 million in the first nine months of 2017. Cash used for capital expenditures also experienced a small decrease from the first nine months of the prior year. Those decreases in cash used in investing activities were partially offset by a $495.0 million increase in cash used to fund acquisitions, mainly the purchases of Republic and Southland in January 2017 and St. Louis Cold Drawn in September 2017.

Cash used in financing activities in the first nine months of 2017 was $513.5 million compared with $482.6 million in the prior year period. The majority of the change related to the fact that cash used to fund the repurchase of shares of our common stock increased by $85.1 million over the prior year period. Partially offsetting the increase in cash used to repurchase shares of our common stock was a net increase in short-term debt associated with trade credit arrangements used to finance the business of Nucor Trading S.A. over the prior year period.

~~Nucor’s~~ conservative financial practices have served us well in the past and are serving us well today. ~~Our cash and cash equivalents and short-term investments position remained strong at $1.63 billion as of September 30, 2017.~~ Nucor’s financial strength allows for a consistent, balanced approach to capital allocation throughout the business cycle. Nucor’s highest capital allocation priority is to ~~invest for~~reinvest in our business to ensure our continued profitable ~~long-term~~ growth ~~through~~over the long term. We have historically done this by investing to optimize our ~~multi-pronged strategy of optimizing~~ existing operations, ~~acquisitions~~initiate greenfield expansions and ~~greenfield expansions.~~make acquisitions. Our second priority is to ~~provide~~return capital to our stockholders ~~with~~through cash dividends and share repurchases. We intend to return a minimum of 40% of our net earnings to our stockholders, while maintaining a debt-to-capital ratio that ~~are consistent with our success in delivering long-term earnings growth. Our third priority is to opportunistically repurchase our stock when our cash position is~~supports a strong ~~and attractively priced growth opportunities are limited.~~ investment grade credit rating. In ~~September 2015,~~May 2021, Nucor’s Board of Directors approved a ~~stock~~share repurchase program under which the Company is authorized to repurchase up to ~~$900 million~~$3.00 billion of its common ~~stock.~~stock and contemporaneously terminated any previously authorized share repurchase programs. As of ~~September 30, 2017,~~July 3, 2021, the Company had approximately ~~$738.0 million~~$2.80 billion remaining ~~available~~for share repurchases under the new program.

Cash provided by operating activities was $1.88 billion in the first six months of 2021 as compared to $1.35 billion in the prior year period. Net earnings in the first six months of 2021 improved by $2.37 billion over the prior year period. Included in the first six months of 2021 earnings was a non-cash loss on assets of $42.0 million related to our leasehold interest in unproved oil and natural gas properties in the raw materials segment. Included in the first six months of 2020 was a non-cash loss on assets of $292.8 million related to our previously held equity method investment in Duferdofin Nucor. Changes in operating assets and operating liabilities (exclusive of acquisitions) resulted in a cash reduction of $1.27 billion in the first six months of 2021 compared with a cash increase of $331.2 million in the first six months of 2020. The funding of our working capital in the first six months of 2021 increased as compared to the first six months of 2020 mainly due to larger increases in inventories and accounts receivable, partially offset by changes in accounts payables and accruals. Inventories increased almost one million tons, or 15%, at the end of the second quarter of 2021 compared to year-end 2020, and the cost of scrap and scrap substitutes in our inventory increased 48% from year-end 2020. Inventories at the end of the second quarter of 2020 decreased by over one million tons, or 15%, compared to year-end 2019 due to working capital reduction initiatives focused on maintaining inventory levels at our anticipated near-term production requirements in response to the COVID-19 pandemic. Accounts receivable increased in the first six months of 2021 from year-end 2020 due to a 14% increase in tons shipped to outside customers and a 45% increase in composite sales price in the second quarter of 2021 compared to the fourth quarter of 2020. Accounts receivable at the end of the second quarter of 2020 decreased from year-end 2019 due to a 16% decrease in tons shipped to outside customers.

The current ratio was 3.1 at the end of the second quarter of 2021 and 3.6 at year-end 2020. The current ratio decreased due to the following: a 49% decrease in other current assets, most notably, the federal income tax receivable; a 54% increase in accounts payable driven by the previously discussed increased inventory costs; and an 84% increase in salaries, wages and related accruals due to increased profit sharing accruals resulting from the increased earnings of the Company. Partially offsetting these items were a 48% and 47% increase in accounts receivable and inventories, respectively, due to the previously discussed increases in inventory costs and selling prices. In the first six months of both 2021 and 2020, accounts receivable turned approximately every five weeks and inventories turned approximately every 10 weeks.

Cash used in investing activities during the first six months of 2021 of $681.4 million decreased compared to the prior year period of $714.9 million. Cash used for capital expenditures in the first six months of 2021 decreased by 10%, or $74.9 million, from the same period in 2020. The projects that had the largest capital expenditures through the first six months of 2021 were associated with the plate mill under construction in Brandenburg, Kentucky, the sheet mill expansion at Nucor ~~has an undrawn $1.5~~Steel Gallatin, and the hot band galvanizing line at Nucor Steel Arkansas. The reduction in capital spending was partially offset by the net increase in purchases of investments (purchases less sales of investments) in the first six months of 2021 of $43.0 million, as compared to the prior year period.

Cash used in financing activities for the first six months of 2021 was $1.16 billion as compared to cash provided by financing activities of $623.8 million in the prior year period. A significant component of this change was the issuance of $500.0 million of 2.000% Notes due 2025 and $500.0 million of 2.700% Notes due 2030 in the first six months of 2020. In addition, there were approximately $916.1 million of stock repurchases in the first six months of 2021 as compared to $39.5 million in the prior year period. Offsetting the increase in cash used for acquisition of stock in the first six months of 2021 was $128.8 million of proceeds from the exercise of stock options.

Nucor’s $1.50 billion revolving credit facility ~~that does not mature until~~is undrawn and was amended and restated in April ~~2021.~~2018 to extend the maturity date to April 2023. We believe our financial strength is a key strategic advantage among domestic steel producers, particularly during recessionary business cycles. ~~We carry~~Nucor continues to have the ~~highest~~strongest credit ~~ratings of any~~rating in the North American steel ~~producer headquartered in North America,~~sector (Baa1/A-) with anA- ~~long-term rating from~~stable outlooks at both Moody's and Standard ~~and Poor’s and a Baa1 long-term rating from Moody’s.~~& Poor's. Our credit ratings are dependent, however, upon a number of factors, both qualitative and quantitative, and are subject to change at any time. The disclosure

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of our credit ratings is made in order to enhance investors’ understanding of our sources of liquidity and the impact of our credit ratings on our cost of funds. ~~Based upon the preceding factors, we expect to continue to have adequate access to the capital markets at a reasonable cost of funds for liquidity purposes when needed.~~

Our credit facility includes only one financial covenant, which is a limit of 60% on the ratio of funded debt to total capitalization. In addition, the credit facility contains customarynon-financial covenants, including a limit on Nucor’s ability to pledge the Company’s assets and a limit on consolidations, mergers and sales of assets. As of ~~September 30, 2017,~~July 3, 2021, our funded debt to total capital ratio was ~~33%,~~29.8% and we were in compliance with allnon-financial covenants under our credit facility. No borrowings were outstanding under the credit facility as of ~~September 30, 2017.~~

July 3, 2021.

~~Capital~~Our financial strength allows a number of capital preservation options. Nucor’s robust capital investment and maintenance practices give us the flexibility to reduce spending by prioritizing our capital projects, potentially rescheduling certain projects and selectively allocating capital to investments with the greatest impact on our long-term earnings power. Nucor currently estimates its 2021 capital expenditures ~~for 2017 are expected~~ to be ~~approximately $500.0 million compared to $617.7 million in 2016.~~$1.80 billion. The ~~decrease in projected 2017~~projects that we anticipate will have the largest capital expenditures ~~is primarily due to~~in 2021 are the ~~fact that several major~~plate mill under construction in Brandenburg, Kentucky, the sheet mill expansion ~~projects were completed or near completion by the end of 2016. Those projects include NYS’s quench and self-tempering project to become the sole North American producer of high-strength,low-alloy~~ ~~beams; the heat treat facility addition~~ at ~~our Memphis, Tennessee SBQ mill to expand our participation in energy, automotive, heavy equipment and service center markets; an upgraded finishing end at our Auburn, New York bar mill;~~Nucor Steel Gallatin, and the ~~installation of DRI handling equipment~~hot band galvanizing line at ~~our Gallatin, Kentucky sheet mill. Additionally, in 2016,~~ Nucor ~~purchased 49% of Encana Oil & Gas (USA) Inc.’s leasehold interest covering approximately 54,000 acres in the South Piceance Basin for $165.0 million.~~Steel Arkansas.

In ~~September 2017,~~June 2021, Nucor’s Board of Directors declared a quarterly cash dividend on Nucor’s common stock of ~~$0.3775~~$0.405 per share payable on ~~November 9, 2017~~August 11, 2021, to stockholders of record on ~~September 29, 2017.~~June 30, 2021. This dividend is Nucor’s ~~178th~~193rd consecutive quarterly cash dividend.

Funds provided from operations, cash and cash equivalents, short-term investments, restricted cash and cash equivalents and new borrowings under our existing credit facilities are expected to be adequate to meet future capital ~~expenditure~~expenditures, acquisitions and working capital requirements for existing operations for at least the next 24 months.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In the ordinary course of business, Nucor is exposed to a variety of market risks. We continually monitor these risks and develop ~~appropriate~~ strategies to manage them.

Interest Rate Risk–

Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. Nucor also occasionally makes use of interest rate swaps to manage net exposure to interest rate changes. Management does not believe that Nucor’s exposure to interest rate ~~market~~ risk has significantly changed since December 31, ~~2016.~~2020. There were no interest rate swaps outstanding at ~~September 30, 2017.~~July 3, 2021.

Commodity Price Risk –

In the ordinary course of business, Nucor is exposed to market risk for price fluctuations of raw materials and energy, principally scrap steel, other ferrous and nonferrous metals, alloys and natural gas. We attempt to negotiate the best prices for our raw material and energy requirements and to obtain prices for our steel products that match market price movements in response to supply and demand. In periods of strong or stable demand for our products, we are more likely to be able to effectively reduce the normal time lag in passing through higher raw material costs so that we can maintain our gross margins. When demand for our products is weaker, this becomes more challenging. Our DRI facilities in Trinidad and Louisiana provide us with flexibility in managing our input costs. DRI is particularly important for operational flexibility when demand for prime scrap increases due to increased domestic steel production.

Natural gas produced by Nucor’s drilling operations is being sold to third parties to offset our exposure to changes in the price of natural gas consumed by our Louisiana DRI facility and our steel mills in the United States. For the nine months ended September 30, 2017, the volume of natural gas sold from our drilling operations was approximately 21% of the volume of natural gas purchased for consumption in our domestic steelmaking and DRI facilities.

Nucor also periodically uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in the production process and to hedge a portion of our scrap, aluminum and copper purchases and sales. Gains and losses from derivatives designated as hedges are deferred in accumulated other comprehensive ~~income (loss),~~loss, net of income taxes on the condensed consolidated balance sheets and recognized ~~into~~in net earnings in the same period as the underlying physical transaction. At ~~September 30, 2017,~~July 3, 2021, accumulated other comprehensive ~~income (loss),~~loss, net of income taxes included ~~$0.3~~$5.2 million in unrealizednet-of-tax gains for the fair value of these derivative instruments. Changes in the fair values of derivatives not designated as hedges are recognized in net earnings each period.

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~~in earnings each period.~~ The following table presents the negative effect onpre-tax earnings of a hypothetical change in the fair value of derivative instruments outstanding at ~~September 30, 2017,~~July 3, 2021, due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in thousands):


Commodity Derivative	10% Change		25% Change		10% Change		25% Change
Natural gas	$	7,390	$	18,470	$	5,474	$	13,686
Aluminum		3,938		8,634	$	6,654	$	16,634
Copper		2,740		6,829	$	4,000	$	9,998

Any resulting changes in fair value would be recorded as adjustments to accumulated other comprehensive ~~income (loss),~~loss, net of income taxes or recognized in net earnings, as appropriate. These hypothetical losses would be partially offset by the benefit of lower prices paid or higher prices received for the physical commodities.

Foreign Currency Risk -

Nucor is exposed to foreign currency risk primarily through its operations in Canada, Europe and Mexico. We periodically use derivative contracts to mitigate the risk of currency fluctuations. Open foreign currency derivative contracts at ~~September 30, 2017~~July 3, 2021 were insignificant.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures–

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the evaluation date.

Changes in Internal Control Over Financial Reporting –

There were no changes in our internal control over financial reporting during the quarter ended ~~September 30, 2017,~~July 3, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item ~~1.Legal~~1. Legal Proceedings

Nucor is 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~~risks.

There were no proceedings that were pending or contemplated under federal, state or local environmental laws that the Company reasonably believes may result in monetary sanctions of at least $1.0 million (the threshold chosen by Nucor as permitted by Item 103 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, and which Nucor believes is reasonably designed to result in disclosure of any such proceeding that is ~~subject~~material to ~~certain self-insurance limits.~~its business or financial condition).

Item ~~1A.Risk~~1A. Risk Factors

There have been no material changes in Nucor’s risk factors from those included in “Item 1A. Risk Factors” in Nucor’s Annual Report on Form10-K for the year ended December 31, ~~2016.~~2020.

Item ~~2.Unregistered~~2. Unregistered Sales of Equity Securities and Use of Proceeds

Our share repurchase program activity for each of the three months and the quarter ended ~~September 30, 2017~~July 3, 2021 was as follows (in thousands, except per share amounts):

   Total Number
of Shares
Purchased    Average Price
Paid per Share
(1)    Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Programs
(2)    Approximate
Dollar Value of
Shares that
May Yet Be
Purchased
Under the
Plans or
Programs
(2)
July 2, 2017 - July 29, 2017
   491    $ 59.28    491    $ 799,226
July 30, 2017 - August 26, 2017
   300    $ 57.19    300    782,069
August 27, 2017 - September 30, 2017
   800    $ 55.05    800    738,029








For the Quarter Ended September 30, 2017
   1,591    $ 56.76    1,591    $ 738,029

	Total Number of Shares Purchased		Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
April 4, 2021 - May 1, 2021		2,500	$	81.27		2,500	$	654,332
May 2, 2021 - May 29, 2021		4,265	$	96.39		4,265	$	2,797,768
May 30, 2021 - July 3, 2021		-	$	-		-	$	2,797,768
For the Quarter Ended July 3, 2021		6,765				6,765

(1)	Includes commissions of $0.02 per share.

(2)

On September ~~2, 2015,~~6, 2018, the Company announced that the Board of Directors had approved a ~~stock~~share repurchase program under which the Company was authorized to repurchase up to $2.00 billion of the Company’s common stock. This $2.00 billion share repurchase program had no stated expiration and replaced any previously authorized repurchase programs. 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 ~~$900 million~~$3.00 billion of the Company’s common ~~stock. The new $900 million share repurchase program replaced~~stock and terminated any previously authorized share repurchase ~~programs.~~programs, including the previously mentioned program. The share repurchase authorization is discretionary and has no expiration date.

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Item 6. Exhibits


Exhibit No.		Description of Exhibit

3 2*		Securities Purchase Agreement, dated as of June 5, 2021, by and among Nucor Insulated Panel Group Inc., Vulcraft Canada Inc. and Cornerstone Building Brands, Inc.

3		Restated Certificate of Incorporation of Nucor Corporation (incorporated by reference to Exhibit 3.3 to the Current Report on Form8-K filed September 14, 2010 (FileNo. 001-04119))

3.1		Bylaws of Nucor Corporation, as amended and restated ~~September 15, 2016~~February 22, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form8-K filed ~~September 20, 2016~~February 24, 2021 (FileNo. 001-04119))

12* 10*		~~Computation~~Retirement, Separation, Waiver and Release Agreement, dated as of ~~Ratio of Earnings to Fixed Charges~~June 8, 2021, by and between Nucor Corporation and Craig Feldman (#)

31* 10.1		Retirement, Separation, Waiver and Release Agreement, dated as of June 3, 2021, by and between Nucor Corporation and Raymond S. Napolitan, Jr. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed June 3, 2021 (File No. 001-04119)) (#)

31*		Certification of Principal Executive Officer Pursuant to Rule13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.1*		Certification of Principal Financial Officer Pursuant to Rule13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.1**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*		Financial ~~statements (unaudited)~~Statements (Unaudited) from the ~~quarterly report~~Quarterly Report on Form10-Q of Nucor Corporation for the quarter ended ~~September 30, 2017,~~July 3, 2021, filed ~~on November 8, 2017,~~August 11, 2021, formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Earnings, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows and (v) the Notes to Condensed Consolidated Financial Statements.

104*		Cover Page from the Quarterly Report on Form 10-Q of Nucor Corporation for the quarter ended July 3, 2021, filed August 11, 2021, formatted in Inline XBRL (included in Exhibit 101).

*	Filed herewith.

**	Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of RegulationS-K.

(#)	Indicates a management contract or compensatory plan or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

					NUCOR CORPORATION
			~~NUCOR CORPORATION~~
	By:
				/s/ James D. Frias
			~~By:~~	James D. Frias
		Chief Financial Officer, Treasurer and Executive
		Vice President
~~Dated: November 8, 2017~~

34Dated: August 11, 2021

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company