Certain statements made in this 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 subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and 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 result in a delay or 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 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 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, 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; (13) our safety performance; (14) the impact of the COVID-19 pandemic; 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 Form 10-K for the year ended December 31, 2020.

Overview

Nucor and its affiliates manufacture steel and steel products. Nucor also produces DRI for use in its steel mills. Through DJJ, the Company also processes ferrous and nonferrous metals and brokers ferrous and nonferrous metals, pig iron, hot briquetted iron 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 the following segments: steel mills, steel products and raw materials. The steel mills segment includes carbon and alloy steel in sheet, bars, structural and plate; steel trading businesses; rebar distribution businesses; and Nucor's equity method investments in NuMit and 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 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 related assets.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately 95%, 74% and 79%, respectively, in the first quarter of 2021 compared with approximately 89%, 73% and 73%, respectively, in the first quarter of 2020.



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Results of Operations


The first quarter of 2021 was the most profitable quarter in Nucor's history. The Company reported record consolidated net earnings of $942.4 million, or $3.10 per diluted share, in the first quarter of 2021. By comparison, the Company reported consolidated net earnings of $20.3 million, or $0.07 per diluted share, in the first quarter of 2020.

In addition to being the most profitable quarter for Nucor as a whole, the first quarter of 2021 was the most profitable quarter for each segment. The steel mills segment benefited from strong demand and increased average selling prices. Our sheet, bar, plate and structural mills had increased profitability in the first quarter of 2021 as compared to the first quarter of 2020, with the largest increase by our sheet mills. The steel products segment continued its strong performance due to the continued strength in nonresidential construction markets. The raw materials segment's record-setting quarterly profitability was driven by the strong performance of our scrap brokerage and processing operations and our DRI facilities.

The impact of the COVID-19 pandemic on our business and results of operations continued to subside in the first quarter of 2021. Most of the end use markets we serve remain strong and inventories remain lean across supply chains. Nonresidential construction markets were resilient during the depths of the economic turmoil in 2020 caused by the COVID-19 pandemic and have remained strong in 2021. The automotive market is continuing its recovery from pandemic-induced lows and the industry has been challenged thus far in 2021 due to a shortage of semiconductors and severe weather. However, light vehicle demand is very strong and inventories are low. We continue to see strong demand in the renewable energy market, and agricultural and heavy equipment are also showing strength.

Market conditions in the first quarter of 2020 were building off pricing momentum that began in late 2019. However, the onset of the COVID-19 pandemic late in the first quarter of 2020 had a negative impact on the markets we serve and the global economy at large. In addition, Nucor recorded $287.8 million of losses on assets related to our equity method investment in the Duferdofin Nucor S.r.l ("Duferdofin Nucor") joint venture in the first quarter of 2020, which we would ultimately exit in the fourth quarter of 2020.

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

Net Sales

Net sales to external customers by segment for the first quarter of 2021 and 2020 were as follows (in thousands):





                       Three Months (13 Weeks) Ended
                  April 3, 2021   April 4, 2020   % Change
Steel mills          $4,608,777      $3,519,270        31%
Steel products        1,810,055       1,726,854         5%
Raw materials           598,308         378,213        58%
Total net sales      $7,017,140      $5,624,337        25%



Net sales for the first quarter of 2021 increased 25% from the first quarter of 2020. Average sales price per ton increased 25% from $783 in the first quarter of 2020 to $978 in the first quarter of 2021. Total tons shipped to outside customers in the first quarter of 2021 were 7,176,000 tons, a slight decrease from the first quarter of 2020.

In the steel mills segment, sales tons for the first quarter of 2021 and 2020 were as follows (in thousands):





                               Three Months (13 Weeks) Ended
                          April 3, 2021   April 4, 2020   % Change
Outside steel shipments           5,190           5,182          -
Inside steel shipments            1,354           1,316         3%
Total steel shipments             6,544           6,498         1%



Net sales for the steel mills segment increased 31% in the first quarter of 2021 from the first quarter of 2020, due primarily to a 31% increase in the average sales price per ton from $680 to $891 as well as a slight increase in tons sold to outside customers. Average selling prices increased across all product groups within the steel mills segment in the first quarter of 2021 as compared to the first quarter of 2020.



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Outside sales tonnage for the steel products segment for the first quarter of 2021 and 2020 was as follows (in thousands):





                                  Three Months (13 Weeks) Ended
                             April 3, 2021   April 4, 2020   % Change
Joist sales                            172             131        31%
Deck sales                             135             125         8%
Cold finished sales                    132             126         5%
Rebar fabrication sales                282             311        -9%
Piling products sales                  136             180       -24%
Tubular products sales                 250             287       -13%
Other steel products sales             100              99         1%
Total steel products sales           1,207           1,259        -4%



Net sales for the steel products segment increased 5% in the first quarter of 2021 compared to the first quarter of 2020, due primarily to a 9% increase in the average sales price per ton from $1,372 to $1,499 which was partially offset by a 4% decrease in tons sold to outside customers. Average selling price per ton increased across most businesses within the steel products segment in the first quarter of 2021 as compared to the first quarter of 2020, most notably at our tubular products businesses.

Net sales for the raw materials segment increased 58% in the first quarter of 2021 compared to the first quarter of 2020, due primarily to increased average selling prices and volumes at DJJ's brokerage and scrap processing operations. In the first quarter of both 2021 and 2020, approximately 88% of outside sales for the raw materials segment were from the brokerage operations of DJJ and approximately 9% of outside sales were from the scrap processing operations of DJJ.

Gross Margins

Nucor recorded gross margins of $1.62 billion (23%) in the first quarter of 2021, which was a significant increase compared with $629.3 million (11%) in the first quarter of 2020.



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



Partially offsetting the previously mentioned increase in the average selling price of steel in the first quarter of 2021 as compared to the first quarter of 2020 was increased scrap and scrap substitute costs. The average scrap and scrap substitute cost per gross ton used in the first quarter of 2021 was $405, a 38% increase compared to $293 in the first quarter of 2020.

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 dramatically since the beginning of 2021 and we expect continued volatility in scrap prices as we begin the second quarter.



    •   Pre-operating and start-up costs of new facilities decreased to
        approximately $19 million in the first quarter of 2021 from approximately
        $29 million in the first quarter 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
        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 first quarter
        of 2021 as compared to the first quarter of 2020. The primary driver was
        the increased margins at our tubular products, rebar and cold finish
        businesses that were partially offset by decreased margins at our deck,
        building systems and piling businesses. The largest increase in gross
        margin was at our tubular products business. Led by large commercial,
        warehouse and data center projects, demand in nonresidential construction
        markets continues to be healthy. As we enter the second quarter of 2021,
        backlogs for the steel products segment are strong.


    •   Gross margins in the raw materials segment significantly increased in the
        first quarter of 2021 as compared to the first quarter of 2020, primarily
        due to rising raw materials selling prices and margin expansion. The
        largest improvement in gross margins in the first quarter of 2021 as
        compared to the first quarter of 2020 was at our


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        DRI facilities. The profitability of DJJ's brokerage and scrap processing
        operations also significantly increased in the first quarter of 2021 as
        compared to the first quarter of 2020.

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 by $136.1 million in the first quarter of 2021 as compared to the first quarter of 2020. This increase was due to Nucor's increased profitability in the first quarter of 2021 as compared to the prior year period, which resulted in significantly increased accruals related to profit sharing.

Equity in (Earnings) Losses of Unconsolidated Affiliates

Equity in earnings of unconsolidated affiliates was $13.2 million in the first quarter of 2021, which compared to equity in losses of unconsolidated affiliates of $0.8 million in the first quarter of 2020. The increase in equity method investment earnings from the first quarter of 2020 to the first quarter of 2021 was primarily due to increased earnings at NuMit.





Losses on Assets


Included in the first quarter of 2021 earnings were losses on assets of $6.7 million in the steel products segment.

Included in the first quarter of 2020 earnings were losses on assets of $287.8 million related to our equity method investment in 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 COVID­19 pandemic, all of which negatively impacted the joint venture's strategic direction.





Interest Expense (Income)



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



                           Three Months (13 Weeks) Ended
                        April 3, 2021        April 4, 2020
Interest expense        $       40,970       $       47,596
Interest income                 (1,326 )             (6,686 )
Interest expense, net   $       39,644       $       40,910

Interest expense decreased in the first quarter of 2021 compared to the first quarter of 2020 due primarily to an increase in capitalized interest. Interest income decreased in the first quarter of 2021 compared to the first quarter of 2020 due to a decrease in average interest rates on investments.

Earnings (Loss) Before Income Taxes and Noncontrolling Interests





Earnings (loss) before income taxes and noncontrolling interests by segment for
the first quarter of 2021 and 2020 were as follows (in thousands). The changes
between periods were driven by the quantitative and qualitative factors
previously discussed.



                                    Three Months
                                  (13 Weeks) Ended
                          April 3, 2021       April 4, 2020
Steel mills              $     1,314,974     $       156,506
Steel products                   211,812             162,559
Raw materials                    223,235              (7,911 )
Corporate/eliminations          (451,775 )          (164,857 )
                         $     1,298,246     $       146,297




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Noncontrolling Interests

Noncontrolling interests represent the income attributable to the noncontrolling partners of Nucor's joint ventures, primarily Nucor-Yamato Steel Company (Limited Partnership) ("NYS") of which Nucor owns 51%. The increase in earnings attributable to noncontrolling interests in the first quarter of 2021 as compared to the first quarter of 2020 was primarily due to the increased earnings of NYS, which was a result of the increased metal margin per ton in the first quarter of 2021 as compared to the first quarter of 2020. 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 quarter of both 2021 and 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.

Provision for Income Taxes

The effective tax rate for the first quarter of 2021 was 23.9% as compared to 62.8% for the first quarter of 2020. The effective tax rate for the first quarter of 2020 was elevated, relative to the first quarter of 2021, primarily due to a $250.0 million non-cash impairment charge to an equity method investment which had no corresponding impact to the provision for income taxes. The expected effective tax rate for the full year of 2021 is approximately 23.6%.

We estimate that in the next 12 months our gross unrecognized tax benefits, which totaled $53.0 million at April 3, 2021, exclusive of interest, could decrease by as much as $5.0 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.

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

Net Earnings Attributable to Nucor Stockholders and Return on Equity

Nucor reported consolidated net earnings of $942.4 million, or $3.10 per diluted share, in the first quarter of 2021 as compared to consolidated net earnings of $20.3 million, or $0.07 per diluted share, in the first quarter of 2020. Net earnings attributable to Nucor stockholders as a percentage of net sales were 13.4% and 0.4% in the first quarter of 2021 and 2020, respectively. Annualized return on average stockholders' equity was 33.9% and 0.8% in the first quarter of 2021 and 2020, respectively.

Outlook

We expect earnings in the second quarter of 2021 to be the highest quarterly earnings in Nucor history, surpassing the record set in the first quarter of 2021. The primary drivers for the expected increase in earnings in the second quarter of 2021 as compared to the first quarter of 2021 are improved pricing and margins in the steel mills segment. The segment's largest increases in performance are expected at our sheet and plate mills. The steel products segment is expected to have another strong quarter in the second quarter of 2021 that will be comparable to the first quarter of 2021. The profitability of the raw materials segment is expected to decrease in the second quarter of 2021 as compared to the first quarter of 2021 due to rising raw materials input costs.

Nucor's largest exposure to market risk is via our steel mills and steel products segments. Our largest single customer in the first quarter of 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 the raw materials segment.

Liquidity and Capital Resources

Nucor operates a capital-intensive business in highly cyclical markets. We therefore utilize conservative financial practices that maximize our financial strength during economic downturns like the one we experienced as a result of the COVID-19 pandemic. Our liquidity position, consisting of cash and cash equivalents, short-term investments and restricted cash and cash equivalents, remained strong at $2.98 billion as of April 3, 2021. Additionally, Nucor has no significant debt maturities until September 2022.

We believe that our conservative financial practices have served us well in the past and are serving us well today. Nucor's financial strength allows for a consistent, balanced approach to capital allocation throughout the business cycle.



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Nucor's highest capital allocation priority is to reinvest in our business to ensure our continued profitable growth over the long term. We have historically done this by investing to optimize our existing operations, initiate greenfield expansions and make acquisitions. Our second priority is to return capital to our stockholders 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 supports a strong investment grade credit rating. In September 2018, Nucor's Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $2.00 billion of its common stock. As of April 3, 2021, the Company had approximately $857.5 million remaining for share repurchases under the program.

Cash provided by operating activities was $530.4 million in the first quarter of 2021 as compared to $201.2 million in the first quarter of 2020. Net earnings improved by $933.1 million over the prior year period. Included in the first quarter of 2020 was a non-cash loss on assets of $287.8 million related to our previously held equity method investment in Duferdofin Nucor. In addition, changes in operating assets and operating liabilities (exclusive of acquisitions) used cash of $734.2 million in the first quarter of 2021 compared with $366.7 million in the first quarter of 2020. The funding of our working capital in the first quarter of 2021 increased over the first quarter of 2020 mainly due to larger increases in inventories and accounts receivable from year-end 2020 than the increase from year-end 2019 to the end of the first quarter of 2020. Inventories increased due to a 27% increase in the cost of scrap and scrap substitutes in inventory on hand from year-end 2020 to the end of the first quarter of 2021, as compared to a 4% increase in the cost of scrap and scrap substitutes during the same prior year period. Accounts receivable increased in the first quarter of 2021 from the fourth quarter of 2020 due to a 21% increase in composite sales price for the quarter and an 11% increase in tons shipped to outside customers, whereas the first quarter of 2020 saw a similar increase in tons shipped to outside customers from year-end 2019, but composite sales price was flat quarter-over-quarter.

The current ratio was 3.5 at the end of the first quarter of 2021 and 3.6 at year-end 2020. The current ratio decreased slightly due to the following: a 38% decrease in other current assets, most notably the federal income tax receivable; a 16% increase in accounts payable driven by the previously discussed increased inventory costs; and a 14% 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 23% and 22% increase in accounts receivable and inventories, respectively, due to the previously discussed increases in inventory costs and selling prices. In the first three 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 three months of 2021 was $302.0 million as compared to $254.9 million in the prior year period. Nucor purchased $214.4 million of investments in the first three months of 2021, as opposed to $24.7 million in the first three months of 2020. Offsetting the increase in cash used for purchasing investments was a 25%, or $103.0 million, decrease in capital expenditures during the first quarter of 2021 as compared to the first quarter of 2020. The decrease in capital expenditures was primarily related to completion of three significant strategic growth projects in 2020: the micro mill in Sedalia, Missouri; the rolling mill upgrade in Kankakee, Illinois; and the micro mill in Frostproof, Florida. The first quarter of 2021 also benefitted from an additional $41.0 million of cash provided by the sale of investments when compared to the prior year period.

Cash used in financing activities during the first three months of 2021 was $410.7 million as compared to $228.6 million in the prior year period. Stock repurchases were $301.9 million in the first three months of 2021 as compared to $39.5 million in the first three months of 2020. Offsetting the increase in cash used for acquisition of stock was $107.5 million of proceeds from the exercise of stock options.

Nucor's $1.50 billion revolving credit facility is undrawn and was amended and restated in April 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 the highest credit ratings of any steel producer headquartered in North America, with an A- long-term rating from Standard & Poor's and a Baa1 long-term rating from Moody'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 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.

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 customary non-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 April 3, 2021, our funded debt to total capital ratio was 31% and we were in compliance with all non-financial covenants under our credit facility. No borrowings were outstanding under the credit facility as of April 3, 2021.

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



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certain projects and selectively allocating capital to investments with the greatest impact on our long-term earnings power. Capital expenditures for 2021 are estimated to be around $2.00 billion as compared to $1.53 billion in 2020. The projects that we anticipate will have the largest capital expenditures in 2021 are the hot band galvanizing line at Nucor Steel Arkansas, the sheet mill expansion at Nucor Steel Gallatin, and the plate mill under construction in Brandenburg, Kentucky.

In February 2021, Nucor's Board of Directors declared a quarterly cash dividend on Nucor's common stock of $0.405 per share payable on May 11, 2021 to stockholders of record on March 31, 2021. This dividend is Nucor's 192nd 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 and working capital requirements for existing operations for at least the next 24 months.

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