Nucor (NUE) 10-K risk factor changes: FY2020 vs FY2019

[removed: *Overcapacity] [added: Overcapacity] in the global steel industry could increase the level of steel imports, which may negatively affect our business, results of operations, financial condition and cash [removed: flows.*][added: flows.]

According to the OECD, global steel production overcapacity [removed: was] [added: is projected to be] approximately [removed: 485] [added: 776] million tons [removed: at the halfway point of 2019, with a quarter of that amount located] in [removed: China.][added: 2020.]

During periods of global economic weakness, this overcapacity is amplified because of weaker global [removed: demand.][added: demand for steel and steel products.]

Section 232 steel tariffs are [added: currently] keeping [added: some] dumped steel products out of the U.S. market.

The U.S. government [removed: is] [added: has] also [added: been] negotiating new [removed: or renegotiating existing] trade agreements with many countries, including China, which [added: may] provide another opportunity to address excess steelmaking capacity.

Should these efforts [added: be abandoned or] fail to reduce [added: the impact of global] excess capacity and the Section 232 tariffs be lifted, U.S. steelmakers would be at [added: greater] risk of having to compete [removed: again] against steel products dumped in the U.S. market.

[removed: General economic conditions in the United States and steel demand in] [added: Even with] this [removed: country are currently stronger than in many parts of the world, but] [added: economic recovery,] challenges from global [added: production] overcapacity in the steel industry and ongoing uncertainties, both in the United States and in other regions of the world, remain.

[removed: While we believe that the long-term prospects for the steel industry remain bright, we] [added: We] are unable to predict the duration of current economic conditions.

Future economic [removed: downturns or] [added: downturns,] prolonged [removed: slow-growth] [added: slow growth] or [added: stagnation in the economy, or] a [removed: stagnant economy] [added: sector-specific slowdown in one of our key end-use markets, such as nonresidential construction,] could materially adversely affect our business, results of operations, financial condition and cash [removed: flows.][added: flows, especially in light of the capital-intensive nature of our business.]

Since 2011, automobile producers have begun taking steps towards complying with new Corporate Average Fuel Economy [removed: (“CAFE”)] mileage requirements for new cars and light trucks that they produce.

Although we have vertically integrated our business by constructing our DRI facilities in Trinidad and Louisiana and also [added: by] acquiring DJJ in 2008, we still must purchase most of our primary raw material, steel scrap, from numerous other sources located throughout the United [removed: States.][added: States and internationally.]

This could cause us to lose sales, incur additional [removed: costs and] [added: costs, experience margin compressions or] suffer harm to our reputation.

[removed: Disruptions, including physical or information systems related issues] [added: issues,] that impact the supply of our energy resources could temporarily impair our ability to manufacture our products for our customers.

Our steelmaking processes, our DRI processes, and the manufacturing processes of many of our suppliers, customers and competitors are energy intensive and generate carbon dioxide and other [removed: greenhouse gases (“GHGs”).][added: GHGs.]

The regulation of these GHGs [removed: through significant new rulemaking or legislation] could have a material adverse impact on our results of operations, financial condition and cash flows.

Carbon is an essential raw material in Nucor’s [added: steel] production processes.

As a carbon steel producer, Nucor could be increasingly affected both directly and indirectly if [removed: more stringent domestic GHG][added: carbon policy decisions and mandates are not properly implemented.]

These [removed: same] regulations [removed: have indirectly increased the costs to manufacture our products as they have increased and continue to] [added: can also] increase [removed: the] [added: our] cost of energy, primarily electricity, which we use extensively in the steelmaking process.

Numerous states, including [removed: California,] Washington, Oregon and New York, are considering [removed: or have passed laws using] [added: establishing requirements for] Environmental Product Declarations (“EPDs”) to evaluate environmental impacts of products.

Despite efforts to assure secure and uninterrupted operations, threats from increasingly sophisticated cyber-attacks or system failures could [removed: result in materially adverse operational disruptions or security breaches of our systems or those of our third-party service providers.]

These risks could result in disclosure or destruction of key proprietary [removed: information,] [added: information or] personal [removed: data,] [added: data or] reputational damage or could adversely affect our ability to physically produce steel, resulting in lost revenues, as well as delays in reporting our financial results.

[removed: *Environmental] [added: Environmental regulation] compliance and remediation could result in substantially increased costs and materially adversely impact our competitive [removed: position.*][added: position.]

Our operations are subject to numerous federal, state and local laws and regulations relating to protection of the environment, [removed: and] [added: and,] accordingly, we make provision in our financial statements for the estimated costs of compliance.

For the [removed: five-year] [added: three-year] period ended December 31, [removed: 2019,] [added: 2020,] our total capital [removed: expenditures, excluding acquisitions,] [added: expenditures] were approximately [removed: $4.0] [added: $4.04] billion.

Although we expect requirements for our business needs, including the funding of capital expenditures, debt service for financings and any contingencies, will be financed by internally generated funds, short-term commercial paper [removed: issuance] [added: issuance, offerings of our debt and equity securities] or from borrowings under our [removed: $1.5] [added: $1.50] billion unsecured revolving credit facility, we cannot guarantee that this will be the case.

Certain of our businesses and investments are located outside of the United States, in [removed: Europe,] [added: Canada,] Mexico and in emerging markets.

These risks [removed: include] [added: include,] but are not limited to: unfavorable political or economic factors; local labor and social issues; changes in regulatory requirements; fluctuations in foreign currency exchange rates; and complex foreign laws, treaties including tax laws, and the [removed: United States] Foreign Corrupt Practices Act of 1977 (FCPA).

[removed: *The] [added: The] accounting treatment of equity method investments, goodwill and other long-lived assets could result in future asset impairments, which would reduce our [removed: earnings.*][added: earnings.]

[removed: Tax] [added: *Tax] increases and changes in tax laws and [removed: regulations could] [added: regulations* *or exposure to additional tax liabilities* *could] adversely affect our financial [removed: results.][added: results.*]

Industry Specific Risk Factors

Recent additions of new steelmaking capacity and the decrease in steel production due to the economic impact of the COVID-19 pandemic has caused excess steelmaking capacity to grow during the last two years after several years of decline.

China continues to be a significant contributor to excess steelmaking capacity.

Disruptions, including physical or information systems related

The U.S. economy is recovering from its lows during the second quarter of 2020, but the pace of the recovery in 2021 will likely depend on how quickly the U.S. population is vaccinated and normal activities can resume as well as government stimulus programs or infrastructure spending.

Most notably, the uncertainty of policies, enforcement priorities, legislation and regulations related to climate change mitigation strategies pose the greatest risk.

Furthermore, Nucor steel mills utilize EAFs for 100% of their steel melting operations and the costs associated with the decarbonization of electricity generation is a significant concern.

Significant new rulemaking or legislation could have a material adverse impact on our results of operations, financial condition and cash flows.

We incur significant costs in meeting our environmental regulation compliance and remediation obligations.

The principal federal environmental laws include the CAA, that regulates air emissions; the CWA that regulates water withdrawals and discharges; RCRA, that addresses solid and hazardous waste treatment, storage and disposal; and CERCLA, that governs releases of hazardous substances, and remediation of contaminated sites.

Our operations are also subject to state and local environmental laws and regulations.

Capital expenditures at our facilities that are associated with environmental regulation compliance for 2021 and 2022 are estimated to be less than $100 million per year.

In addition to the above mentioned statutes, certain revisions to National Air Ambient Quality Standards could make it significantly more difficult for us to obtain construction permits and permits to expand existing operations.

Resulting cancellations, delays or unanticipated costs to these projects could negatively impact our ability to generate expected returns on our investments.

We may in the future incur substantially increased costs complying with such regulations, particularly if federal regulatory agencies were to change their enforcement posture with respect to such regulations.

*Emerging customer preferences for greater product transparency and less GHG intensive materials may put* *us at a* *competitive disadvantage or reduce demand for our products.*

California has enacted the “Buy Clean California Act” and California has established Global Warming Potential (GWP) benchmarks through EPDs for certain materials, including certain steel products.

Currently, the federal government is considering similar legislation.

EPD legislation has the potential to put domestic steel manufacturers at a disadvantage to foreign competitors unless standardized mechanisms are used to fully evaluate products produced by foreign steel producers.

General Risk Factors

The COVID-19 pandemic, as well as similar epidemics and public health emergencies in the future, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our operations expose us to risks associated with pandemics, epidemics and other public health emergencies, such as the ongoing COVID-19 pandemic which spread from China to many other countries including the United States.

In March 2020, the World Health Organization characterized the outbreak of COVID-19 as a pandemic, and the United States declared the COVID-19 pandemic a national emergency.

We are a company operating in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security.

As such, Nucor was deemed an essential or life‐sustaining operation and, accordingly, is currently able to maintain operations sufficient to meet our customers’ ongoing needs.

In spite of our continued operations, the COVID-19 pandemic has had and may have further negative impacts on our operations, supply chain, transportation networks and customers, which may compress our margins, including as a result of preventative and precautionary measures that we, other businesses and governments are taking.

The COVID-19 pandemic is a widespread public health crisis that is adversely affecting the economies of many countries and caused periodic disruption to financial markets.

Any resulting economic downturn could adversely affect demand for our products and contribute to volatile supply and demand conditions affecting prices and volumes in the markets for our products and raw materials.

The progression of the COVID-19 pandemic could also negatively impact our business or results of operations through the temporary closure of our operating facilities or those of our customers or suppliers.

In addition, the ability of our teammates and our suppliers’ and customers’ teammates to work may be significantly impacted by individuals contracting or being exposed to COVID-19.

Our customers may be directly impacted by business interruptions or weak market conditions and may not be willing or able to fulfill their contractual obligations.

Furthermore, the progression of and global response to the COVID-19 pandemic has begun to cause and increases the risk of further delays in construction activities and equipment deliveries related to our capital projects, including potential delays in obtaining permits from government agencies.

The extent of such delays and other effects of COVID-19 on our capital projects, certain of which are outside of our control, is unknown, but they could impact or delay the timing of anticipated benefits on capital projects.

The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the severity of the pandemic, the availability of a vaccine, evolving strains of the virus, and the effectiveness of actions globally to contain or mitigate the effects of the pandemic.

The current level of uncertainty over the economic and operational impacts of COVID-19 means the related financial impact cannot be reasonably estimated at this time.

result in materially adverse operational disruptions or security breaches of our systems or those of our third-party service providers.

Nucor recognizes the effect of income tax positions only if those positions are believed to be more likely than not of being sustained.

We cannot predict whether taxing authorities will conduct an audit challenging any of our tax positions and there can be no assurance as to the outcome of any challenges.

If we are unsuccessful in any of these matters, we may be required to pay taxes for prior periods, interest, fines or penalties.

The current global steelmaking capacity significantly exceeds the current global consumption of steel.

Overcapacity is down from its peak in 2015 and 2016.

Efforts by China to close inefficient steel production and improve air quality, steel mill closures in Europe and stronger global economic growth all contributed to reduce excess capacity.

regulations are further implemented.

Because our operations are subject to most of these new GHG regulations, we are already impacted in the permit modification and reporting processes.

Both GHG regulations and National Air Ambient Quality Standards, which are more restrictive than previous standards, can make it significantly more difficult to obtain new permits and to modify existing permits.

The discovery of new natural gas reserves utilizing the practice of horizontal drilling and hydraulic fracturing is mitigating some of this indirect impact, as some utilities switch fuels to natural gas from coal thereby reducing their emissions significantly.

However, because some generating facilities when faced with new regulations are idling facilities instead of converting to natural gas, the resulting reduction in capacity can lead to increased electrical energy prices.

In 2019, the EPA issued its Affordable Clean Energy (ACE) rule to replace the promulgated Clean Power Plan that was driving many utilities to shutter coal fired power plants.

While this is expected to result in lower electric power costs in the United States, another change in regulatory approach due to political or other considerations could cause, either directly or indirectly an increase in the cost of energy, adversely impacting Nucor’s competitive position.

While the federal government has moved in recent years to relax some regulations that can impact domestic energy costs, some states are moving to enact their own regulations to curtail carbon and other GHG emissions.

If such regulations are enacted in states in which Nucor does business, it could increase our costs there.

California has implemented the “Buy Clean California Act” and California is currently requesting EPDs from manufacturers to be used in State of California funded projects.

EPDs are now required for certain materials including some steel products.

Global Warming Potentials (“GWP”) will be established by January 1, 2021 for applicable product categories and EPDs will be used to determine product compliance to the GWP limits.

The impacts identified by EPDs could impact future state/consumer purchasing decisions.

In addition to increased costs of production, we could also incur costs to defend and resolve legal claims and other litigation related to these regulations and the alleged impact of our operations on the environment.

Nucor has implemented revised EPA rules and definitions around recycling and solid wastes.

The new rules require states to create new programs and certification processes for the companies that wish to continue recycling materials.

We have incurred increased administrative and operational costs to handle steel mill recycled materials such as slag, mill scale, iron dusts, lime and air filtration control dusts.

To the extent that competitors, particularly foreign steel producers and manufacturers of competitive products, are not subject to similar regulation and required to incur equivalent costs, our competitive position could be materially adversely impacted.

If one of our permits is revoked or if we were to experience significant delays in obtaining a permit modification or a new permit, this could result in operational delays at one or more of our facilities, causing a negative impact on our results of operations and cash flows.

At December 31, [removed: 2019,] [added: 2020,] approximately [removed: 24%] [added: 22%] of Nucor’s long-term debt was in industrial revenue bonds that have variable interest rates that are adjusted weekly.

The remaining [removed: 76%] [added: 78%] of Nucor’s long-term debt was at fixed rates.

As of December 31, [removed: 2019,] [added: 2020,] there were no such contracts outstanding.

At December 31, [removed: 2019,] [added: 2020,] accumulated other comprehensive loss, net of income taxes included [removed: $14.0] [added: $4.7] million in unrealized net-of-tax losses for the fair value of these derivative instruments.

The following table presents the negative effect on pre-tax earnings of a hypothetical change in the fair value of the derivative instruments outstanding at December 31, [removed: 2019,] [added: 2020,] due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in thousands):

Open foreign currency derivative contracts at December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] were insignificant.

| Natural gas | | $ | 5,854 | | | $ | 14,635 | |

| Aluminum | | | 5,413 | | | | 13,542 | |

| Copper | | | 3,487 | | | | 8,719 | |

| Natural gas | | $ | 8,146 | | | $ | 20,360 | |

| Aluminum | | | 2,767 | | | | 6,918 | |

| Copper | | | 884 | | | | 2,411 | |

In [removed: 2019,] [added: 2020,] we recycled approximately 17.8 million gross tons of scrap steel.

The steel mills segment is Nucor’s largest segment, representing [removed: 62%] [added: 60%] of the Company’s sales to external customers in the year ended December 31, [removed: 2019.][added: 2020.]

In the steel mills segment, Nucor produces sheet steel (hot-rolled, cold-rolled and galvanized), 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 engineered special bar quality [removed: \[“SBQ”\]).][added: (“SBQ”)).]

[removed: (“Duferdofin Nucor”),] [added: The steel mills segment also includes Nucor’s equity method investments in] NuMit LLC (“NuMit”) and Nucor-JFE Steel Mexico, S. de R.L. de C.V. (“Nucor-JFE”), as well as international trading and distribution companies that buy and sell steel manufactured by the Company and other steel producers.

The steel mills segment sold approximately [removed: 18,585,000] [added: 18,049,000] tons to outside customers in [removed: 2019.][added: 2020.]

[removed: ][added: ]

In [removed: 2019,] [added: 2020,] 80% of the shipments made by our steel mills segment were to external customers.

| | • | *Bar mills* \- Nucor has 15 bar mills strategically located across the United States that manufacture a broad range of steel products, including concrete reinforcing bars, hot-rolled bars, rounds, light shapes, structural angles, channels, wire rod and highway products in carbon and alloy steels. Four of the bar mills have a significant focus on manufacturing SBQ and wire rod products. [removed: The newest mills in the group are our rebar micro mills in Sedalia, Missouri and Frostproof, Florida. The mill in Missouri will come online in early 2020, while the Florida mill is expected to come online in the fourth quarter of 2020.] |

Considering Nucor’s production capabilities and the mix of bar products generally produced and marketed, the capacity of the bar mills is [removed: currently] estimated at approximately [removed: 8,830,000] [added: 9,560,000] tons per year.

| | • | *Sheet mills* - Nucor operates five strategically located sheet mills that utilize thin slab casters to produce flat-rolled steel for automotive, appliance, construction, pipe and tube and many other industrial and consumer applications. [removed: Nucor also has Castrip® sheet production facilities in Crawfordsville, Indiana and Blytheville, Arkansas.] Considering Nucor’s production capabilities and the mix of flat-rolled products generally produced and marketed, the capacity of the sheet mills is estimated at approximately [removed: 12,100,000] [added: 11,300,000] tons per year. All of our sheet mills are equipped with galvanizing lines and four of them are equipped with cold rolling mills for the further processing of hot-rolled [removed: sheet.] [added: sheet steel.] |

Nucor produces hot-rolled, cold-rolled and galvanized sheet steel to customers’ [removed: specifications while maintaining some inventories to fulfill anticipated orders.][added: specifications.]

We estimate that approximately [removed: 75%] [added: 70%] of our sheet steel sales in [removed: 2019] [added: 2020] were to contract customers.

The balance of our sheet steel sales [removed: was] [added: were] made in the spot market at prevailing prices at the time of sale.

The [removed: proportion] [added: amount] of tons sold to contract customers at any given time depends on a variety of factors, including our consideration of current and future market conditions, our strategy to appropriately balance spot and contract tons in a manner to meet our customers’ requirements while considering the expected profitability, our desire to sustain a diversified customer base, and our end-use [added: customers’ perceptions about future market conditions.]

These sheet sales contracts are [removed: generally] noncancellable agreements that [added: generally] incorporate monthly or quarterly price adjustments reflecting changes in the current market-based indices and/or raw material cost, and typically have terms ranging from six to 12 months.

| | • | *Structural mills* - Nucor operates two structural mills that produce wide-flange steel beams, pilings and heavy structural steel products for fabricators, construction companies, manufacturers and steel service centers. Nucor owns a 51% interest in Nucor-Yamato Steel Company (Limited Partnership) (“Nucor-Yamato”) located in Blytheville, Arkansas. Nucor-Yamato is the only North American producer of high-strength, low-alloy beams. Common applications for the high-strength, low-alloy beams include gravity columns for high-rise buildings, [removed: long span] [added: long\-span] trusses for stadiums and convention centers, and for all projects where seismic design is a critical factor. Nucor also owns a steel beam mill in Berkeley County, South Carolina. Considering Nucor’s production capabilities and the mix of structural products generally produced and marketed, the capacity of the two structural mills is estimated at approximately 3,250,000 tons per year. Both mills use a special continuous casting method that produces a beam blank closer in shape to that of the finished beam than traditional methods. |

| | • | *Plate mills -* Nucor operates three plate mills that produce plate for manufacturers of barges, bridges, heavy equipment, rail cars, refinery tanks, ships, wind towers and other items. Our products are further used in the pipe and tube, pressure vessel, transportation and construction industries. Considering Nucor’s production capabilities and the mix of plate products generally produced and marketed, the capacity of the plate mills is estimated at approximately 2,925,000 tons per year. [added: Nucor is currently constructing a state-of-the-art plate mill in Brandenburg, Kentucky with an anticipated start-up date of late 2022.] |

With an expected investment of $1.70 billion, [added: we anticipate] the mill [removed: is expected to have an annual capacity] [added: will be completed in late 2022 and will be capable] of [added: producing] approximately 1,200,000 tons [removed: and is expected to be completed in 2022.][added: per year of steel plate products.]

| | • | *Steel joint ventures* - Nucor owns 50% interests in a North American sheet steel processing joint [removed: venture, an Italian steel mill joint] venture and a galvanized sheet steel plant in Mexico. |

Nucor owns [added: a] 50% [removed: of] [added: economic and voting interest in] Nucor-JFE, a joint venture with JFE Steel Corporation of Japan that operates a galvanized sheet steel plant in central Mexico that [removed: will] [added: is expected to] supply the country’s automotive market with an annual capacity of approximately 400,000 tons.

[removed: *Steel] [added: Steel] products [removed: segment*][added: segment]

| | [removed: •] | [removed: *Rebar fabrication* - Harris Steel (“Harris”) fabricates, installs and distributes rebar for a wide variety of construction work classified as infrastructure (e.g., highways, bridges, reservoirs,] utilities and airports) and various building projects, including hospitals, schools, stadiums, commercial office [removed: building] [added: buildings] and multi-tenant residential construction. We sell and install fabricated reinforcing products primarily on a construction contract bid basis. |

The majority of steel joists, joist girders and steel decking are used extensively as part of the roof and floor structural support systems in [added: warehouses, data centers,] manufacturing buildings, retail stores, shopping centers, [removed: warehouses,] schools, [removed: hospitals] [added: hospitals,] and, to a lesser extent, in multi-story buildings and apartments.

| | • | *Piling products -* Skyline Steel LLC and its subsidiaries (“Skyline”) are primarily a steel foundation distributor serving the North American market. Skyline distributes products to service marine construction, bridge and highway construction, heavy civil construction, storm protection, underground commercial parking and environmental containment projects in the infrastructure and construction industries. Skyline also manufactures a complete line of geostructural foundation solutions, including threaded bar, micropile, strand anchors and hollow bar. It also [added: processes and fabricates spiral weld pipe piling, rolled and welded pipe piling, cold-formed sheet piling and threaded bar.] |

| | • | *Cold finish* - Nucor Cold Finish (“NCF”) is the largest and most diversified producer of cold finished bar products for a wide range of industrial markets in North America, with assets in Canada, Mexico and throughout the United States. The total capacity of the Nucor cold finished bar and wire facilities [removed: now] exceeds approximately [removed: 1,065,000] [added: 1,069,000] tons per year. |

[removed: In late 2018,] Nucor [removed: acquired] [added: owns] a fully integrated precision castings company, Corporacion POK, S.A. de C.V. (“POK”), with a facility in Guadalajara, Mexico.

| | • | *Buildings group* – Nucor produces metal buildings and components throughout the United States under the following brands: Nucor Building Systems, American Buildings Company, Kirby Building Systems and CBC Steel Buildings. In total, the Nucor Buildings [removed: Group] [added: group] currently has nine metal buildings plants with an annual capacity of approximately 360,000 tons, as well as an insulated metal panels company in Laurens, South Carolina [removed: which] [added: whose products] are utilized in metal buildings made by the Nucor Buildings [removed: Group] [added: group] as well as other applications. |

Nucor also produces mesh in Canada at the Harris operations of Laurel [removed: and Laurel-LEC.][added: Steel.]

Our grating [removed: business, which operates under the brand names Nucor Grating in the United States and Fisher & Ludlow in Canada,] [added: business] manufactures and fabricates steel and aluminum bar grating products at facilities located in North [removed: America.][added: America and serves the new construction and maintenance-related markets.]

The annual production capacity for our grating business is approximately [removed: 120,000] [added: 80,000] tons.

Nucor fasteners are used in a broad range of markets, including [removed: demanding] automotive, machine tool, farm implement, construction and military applications.

[removed: *Raw] [added: Raw] materials [removed: segment*][added: segment]

In [removed: 2019,] [added: 2020,] approximately [removed: 10%] [added: 9%] of the ferrous and nonferrous metals and scrap substitute tons we [added: brokered and] processed were sold to external customers.

| | • | *Direct reduced iron operations -* DRI is a substitute material for high-quality grades of scrap and pig iron. Nucor operates two DRI plants with a combined annual capacity of approximately 4,500,000 metric tons of material with world-class metallization rates and carbon content. Nucor’s [removed: wholly-owned] [added: wholly owned] subsidiary, Nu-Iron Unlimited, is in Trinidad and benefits from a low-cost supply of natural gas and favorable logistics for inbound iron ore and shipment of DRI to the United States. Nucor’s second DRI plant in Louisiana (“Nucor Steel Louisiana”) also benefits from favorable logistics and proximity to its steel mill customers. |

Nucor’s access to a long-term, low-cost supply of natural gas is [removed: an important] [added: a] component in the execution of Nucor’s raw material strategy.

[added: 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 DRI plant in Louisiana and our steel mills in the United States.

Our largest single customer in [removed: 2019] [added: 2020] represented [removed: approximately] [added: less than] 5% of sales and consistently pays within terms.

Nucor has invested significant capital in recent years to expand our product portfolio to include more value-added steel mill [removed: products,] [added: products and capabilities,] improve our cost structure, enhance our operational flexibility and provide additional channels to market for our products.

These investments totaled approximately [removed: $3.68] [added: $4.24] billion over the last three years, with approximately [removed: 80%] [added: 95%] going to capital expenditures and the [removed: remaining] [added: remainder] going to acquisitions.

We believe that our focus on lowering costs and diversifying our operations will enable us to [removed: execute on our strategy of delivering] [added: deliver] profitable long-term growth.

| | • | *Rebar fabrication* - Harris Steel (“Harris”) fabricates, installs and distributes rebar for a wide variety of construction work classified as infrastructure (e.g., highways, bridges, reservoirs, |

We have a diverse customer base and are not dependent on any single customer.

In December 2020, Nucor’s $249 million investment in a new rebar micro mill in Frostproof, Florida began production and commissioning.

This mill is capable of producing approximately 350,000 tons annually.

our existing DJJ operations as well as strong regional demand for its products.

This project complements the new $245 million specialty cold mill at Nucor Steel Arkansas that completed its first full year of production in 2020.

We believe these investments will accelerate our goal of increasing our automotive market share.

At December 31, 2020, the Company had approximately $1.16 billion available for share repurchases under the current share repurchase program.

We intend to execute on this strategy while maintaining a strong balance sheet, with relatively low financial leverage, as measured in terms of net debt to total capital, as well as ample liquidity.

At year-end 2020, our net debt to total capital was approximately 13% and we had cash and cash equivalents, short-term investments and restricted cash and cash equivalents on hand of $3.16 billion.

At the end of 2020, Nucor had the strongest credit ratings in the North American steel sector (Baa1/A-) with stable outlooks at both Moody’s and Standard & Poor’s.

EAF-based steel producers also typically emit less carbon dioxide per ton of steel produced than integrated steel producers.

China set a record for steel production in 2020, despite the pandemic.

In 2020, finished steel import market share was at its lowest level since 2003.

The new United States-Mexico-Canada (USMCA) trade agreement went into effect in July 2020.

Most of our operations are energy intensive.

In addition, we proactively engage with suppliers, regulators and other energy industry participants to ensure the continued availability of reliable, low cost sources of energy in various forms.

Our steel mills utilize EAFs for 100% of their steel production, with approximately 50% of their total energy consumed as electricity.

The total energy consumed by Nucor also includes natural gas, oxygen, and carbon raw material inputs.

For the scrap melting process, electricity is the primary energy source, with natural gas combustion serving as the fuel for reheat furnaces and other pre-heating operations.

We work with policymakers to provide technical information that can inform policy making and avoid

unintended adverse consequences of legislative and regulatory actions.

We believe that a thoughtful approach to domestic energy policy can help ensure that steel and steel products manufactured in the United States remain competitive in an increasingly global marketplace.

Greenhouse gas (“GHG”) emissions by the energy sector have received an increasing amount of attention in recent years, as more people become concerned that these emissions are a significant contributor to climate change.

This has led to increasing support for, and investment in, low or zero carbon energy generation technologies such as solar, wind and nuclear.

As a result, the development of these technologies has accelerated, and in many cases they are now more cost competitive with traditional, fossil fuel-based power generation.

We believe that this ongoing diversification of power generation technologies is fundamentally positive, but without careful planning and investment there is some risk to the reliability of the domestic power grid as this transition continues.

In particular, legacy fossil fuel-based assets will remain essential for some time to come and the U.S. transmission grid is broadly in need of substantial upgrades to take full advantage of these newer, more intermittent power sources.

We are also optimistic about the related demand for our products as transmission grid upgrades are executed and newer power generation assets are developed using steel.

In November of 2020, we executed a 15-year, 250-megawatt Virtual Power Purchase Agreement (“VPPA”) with a major North American renewable energy company.

Under the VPPA, we have agreed to purchase for a fixed price a portion of the output of a solar array being developed in northwestern Texas.

The VPPA will be settled financially on a monthly basis.

We have undertaken this initiative to support the ongoing transition of the U.S. power grid to a greater reliance on renewable power.

As part of this arrangement we will also receive Renewable Energy Credits (“RECs”) commensurate with the power we purchase.

These RECs can be applied against a portion of our GHG emissions, enabling us to receive credit for reducing them.

The pay fixed, received floating nature of this arrangement also offsets a portion of our exposure to higher prices for electricity over the life of the contract.

We are evaluating and considering more transactions like this one.

Due to the nature of the steel industry, we are subject to substantial regulations related to safety in the workplace.

In addition to the requirements of the state and local governments of the communities in which we operate, we must comply with federal health and safety regulations, the most significant of which are enforced by the Occupational Safety and Health Administration (“OSHA”).

Because safety and safety compliance is one of our primary values, its effect on our capital expenditures, earnings and competitive position is not estimable.

The steel mills segment also includes Nucor’s equity method investments in Duferdofin Nucor S.r.l.

customers’ perceptions about future market conditions.

In January 2019, Nucor announced that it will build a state-of-the-art plate mill, to be located in Brandenburg, Kentucky.

Nucor Steel Brandenburg will be located on the Ohio River and well placed to serve the U.S. midwest, which is the largest plate-consuming area in the United States.

The new plate mill will enhance our ability to serve our customers and will produce cut-to-length, coiled, heat-treated and discrete plate in widths and thicknesses that are not currently offered by Nucor.

Nucor owns 50% of the stock of Duferdofin Nucor, which operates a melt shop and bloom/billet caster in Brescia, Italy, with an annual capacity of approximately 1,000,000 metric tons, including the capability to produce high-quality, value-added, semi-finished SBQ products.

Duferdofin Nucor announced plans to construct a new rolling mill in Brescia, Italy, which will be supplied by its existing nearby EAF.

The new mill will be designed to produce beams and other rolled products.

The plant will consume energy from renewable sources through a long-term Power Purchase Agreement.

With the new plant, the entire Duferdofin Nucor production system will produce over 1,000,000 tons of rolled products.

| | | processes and fabricates spiral weld pipe piling, rolled and welded pipe piling, cold-formed sheet piling and threaded bar. |

Nucor Grating and Fisher & Ludlow serve the new construction and maintenance-related markets.

In early 2018, teammates at our Nucor Steel Louisiana facility began implementation of a three-pronged strategy to increase the plant's reliability and uptime called Project 8000.

The plan focuses on achieving improvements in people, process and equipment.

The Louisiana DRI facility established new annual records for plant uptime, production and shipments in 2018 as improvements related to people and processes were implemented.

In 2019, the critical work of replacing the convection section of our process gas heater as well as relining the reactor refractory was completed during a planned 70-day outage that began in early-September and ended in mid-November.

Despite this outage, 2019 was the second-best year for uptime and output at Nucor Steel Louisiana, since its startup in 2013.

We expect these projects will further improve the plant’s reliability.

Natural gas produced by Nucor’s drilling operations

At our sheet mill located in Ghent, Kentucky, Nucor’s approximately $200 million investment in a new hot band galvanizing and pickling line ramped up production in late 2019 and is shipping products to customers.

We believe the new galvanizing line is the widest hot-rolled galvanizing line in North America with its 72-inch product, creating synergies with Nucor’s other sheet mills and allowing us to enter new automotive market segments.

Our Nucor Steel Arkansas facility built an additional specialty cold mill for approximately $245 million that began start up in 2019.

That cold mill facility expands our ability to produce advanced, high-strength low-alloy steel and motor lamination steel products.

We have several growth initiatives underway in our bar mill group that will enhance our position as a low-cost producer of bar.

The new mill went into startup in early 2020.

We expect this project to begin startup in the second quarter of 2020.

In March 2018, Nucor announced that it would build a second rebar micro mill capable of producing approximately 380,000 tons annually in Frostproof, Florida.

This approximately $240 million investment is expected to be operational in the second half of 2020.

This project complements the previously mentioned specialty cold mill recently started up at the facility and we believe it will accelerate our goal of increasing our automotive market share.

started up at Gallatin.

With an expected investment of $1.70 billion, we expect the mill to be completed in late 2022 and to be capable of producing approximately 1,200,000 tons per year of steel plate products.

Nucor’s steel products segment has also grown significantly in recent years through the acquisitions of the companies that make up our NTP group.

NTP consists of the former Independence Tube Corporation (acquired in October 2016), Southland Tube, Inc. (acquired in January 2017), Republic Conduit (acquired in January 2017), and the assets of Century Tube, LLC (acquired in December 2018).

The combined purchase price of these acquisitions was approximately $898 million.

NTP is optimizing the teams and assets of the eight strategically located facilities to create leadership positions in the following markets: HSS steel tubing, piling, sprinkler pipe, steel electrical conduit, and mechanical tube for the automotive market.

The NTP group provides Nucor with a line of value-added products to offer our customers and a significant channel to market as the businesses are consumers of Nucor’s hot-rolled and cold-rolled sheet steel.

The facility's construction has faced some unanticipated challenges, including: more difficult soil conditions requiring incremental piling and insufficient electrical system infrastructure.

costs.

The last time steel import levels were this low was in 2010.

Approximately six million fewer tons of imports entered the United States in 2019 than in 2018.

For the fiscal year ended December 31, [removed: 2019][added: 2020]

Commission [removed: file number] [added: File Number:] 1-4119

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or [added: Section] 15(d) of the Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the [removed: Exchange] Act).

The aggregate market value of the registrant’s common stock held by non-affiliates was approximately [removed: $16.58] [added: $12.43] billion based upon the closing sales price of the registrant’s common stock on the last business day of the registrant’s most recently completed second fiscal quarter, [removed: June 29, 2019.][added: July 4, 2020.]

The number of shares of the registrant’s common stock outstanding as of February [removed: 21, 2020] [added: 19, 2021] was [removed: 301,000,375.][added: 298,045,858.]

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the registrant’s [removed: 2020] [added: 2021] Annual Meeting of Stockholders are incorporated by reference in Part III of this report to the extent described herein.

[removed: Nucor Corporation][added: Nucor Corporation]

| | | Item 1A. | | [Risk Factors](#ITEM_1A_RISK_FACTORS) | | | [removed: 12] [added: 14] | |

| | | Item 1B. | | [Unresolved Staff Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | | | [removed: 17] [added: 19] | |

| | | Item 2. | | [Properties](#ITEM_2_PROPERTIES) | | | [removed: 18] [added: 20] | |

| | | Item 3. | | [Legal Proceedings](#ITEM_3_LEGAL_PROCEEDINGS) | | | [removed: 19] [added: 21] | |

| | | Item 4. | | [Mine Safety Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES) | | | [removed: 19] [added: 21] | |

| | | [Information About Our Executive Officers](#INFORMATION_ABOUT_OUR_EXECUTIVE_OFFICERS) | | | | | [removed: 19] [added: 21] | |

| | | Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ITEM_5_MARKET_FOR_REGISTRANTS_COMMON_EQU) | | | [removed: 21] [added: 24] | |

| | | Item 6. | | [Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | | | [removed: 22] [added: 25] | |

| | | Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F) | | | [removed: 24] [added: 26] | |

| | | Item 7A. | | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS) | | | [removed: 40] [added: 44] | |

| | | Item 8. | | [Financial Statements and Supplementary Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR) | | | [removed: 41] [added: 45] | |

| | | Item 9. | | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC) | | | [removed: 79] [added: 83] | |

| | | Item 9A. | | [Controls and Procedures](#ITEM_9A_CONTROLS_PROCEDURES) | | | [removed: 79] [added: 83] | |

| | | Item 9B. | | [Other Information](#ITEM_9B_OR_INFORMATION) | | | [removed: 79] [added: 83] | |

| | | Item 10. | | [Directors, Executive Officers and Corporate Governance](#ITEM_10) | | | [removed: 80] [added: 84] | |

| | | Item 11. | | [Executive Compensation](#ITEM_11) | | | [removed: 80] [added: 84] | |

| | | Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM_12) | | | [removed: 80] [added: 84] | |

| | | Item 13. | | [Certain Relationships and Related Transactions, and Director Independence](#ITEM_13) | | | [removed: 80] [added: 84] | |

| | | Item 14. | | [Principal Accountant Fees and Services](#ITEM_14) | | | [removed: 80] [added: 84] | |

| | | Item 15. | | [Exhibits and Financial Statement Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH) | | | [removed: 81] [added: 85] | |

| | | Item 16. | | [Form 10-K Summary](#ITEM_16_FORM_10K_SUMMARY) | | | [removed: 84] [added: 89] | |

| | | [SIGNATURES](#SIGNATURES) | | | | | [removed: 85] [added: 90] | |

| Delaware | 13-1860817 |

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.

Yes ☒ No ☐

For the Fiscal Year Ended December 31, 2020

| Delaware | 13-1806817 |

| Blytheville, Arkansas | | | [removed: 2,960,000] [added: 2,980,000] | | | Structural steel, sheet steel |

| Hickman, Arkansas | | | [removed: 2,130,000] [added: 2,350,000] | | | Flat-rolled steel |

| Ghent, Kentucky | | | [removed: 970,000] [added: 1,000,000] | | | Flat-rolled steel |

| Memphis, Tennessee | | | [removed: 680,000] [added: 700,000] | | | Steel shapes |

| Seattle, Washington | | | [removed: 670,000] [added: 660,000] | | | Steel shapes |

| Tuscaloosa, Alabama | | | [removed: 570,000] [added: 590,000] | | | Steel plate |

| Kankakee, Illinois | | | [removed: 460,000] [added: 730,000] | | | Steel shapes |

| Birmingham, Alabama | | | [removed: 290,000] [added: 310,000] | | | Steel shapes |

| Grapeland, Texas | | | [removed: 690,000] [added: 810,000] | | | Joists, deck |

| Trinity, Alabama | | | [removed: 310,000] [added: 380,000] | | | Steel tube |

In the steel products segment, we have 81 operating facilities, excluding the locations listed above, in 38 states with [removed: 31] [added: 30] operating facilities in Canada and two in Mexico.

Our [removed: affiliate,] [added: subsidiary,] Harris Steel Inc., also operates multiple sales offices in Canada and certain other foreign locations.

In the raw materials segment, we have [removed: 85] [added: 88] operating facilities in [removed: 20] [added: 22] states with one operating facility in Point Lisas, Trinidad.

DJJ has [removed: 80] [added: 82] operating facilities in [removed: 18] [added: 21] states along with multiple brokerage offices in the United States and certain other foreign [removed: locations][added: locations.]

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments in [removed: 2019] [added: 2020] were approximately [removed: 84%, 70%] [added: 82%, 71%] and 67% of production capacity, respectively.

Feldman [removed: (55),] [added: (56),] Executive Vice President of Raw Materials, was named EVP in [removed: April] 2018.

[removed: Mr. Feldman began his career as a Brokerage Representative for DJJ] [added: Joseph Company (“DJJ”)] in 1986, subsequently serving as District Manager of DJJ’s Salt Lake City brokerage office, Commercial Vice President at DJJ’s subsidiary, Western Metals Recycling [added: LLC] (“WMR”), and President of WMR.

Mr. Feldman served on the operational staff of DJJ’s then-owner in the Netherlands from 2005 until his [removed: 2007] appointment [added: in 2007] as DJJ’s Executive Vice President, Recycling Operations.

[removed: James] [added: *James] D.

[removed: Frias (63),] [added: Frias* (64),] has been Chief Financial Officer, Treasurer and Executive Vice President since 2010.

Napolitan, Jr. [removed: (62),] [added: (63),] Executive Vice President of Engineered Bar Products and Digital, was named EVP in 2013, having previously served as President of Nucor’s Vulcraft/Verco group from 2010 to 2013 and President of American Buildings Company from 2007 to 2010.

He was elected Vice [added: President of Nucor in 2007.]

[removed: MaryEmily Slate (55),] [added: Behr (47),] Executive Vice President of [removed: Plate, Structural] [added: Plate] and [removed: Tubular] [added: Structural] Products, was named EVP in May [removed: 2019.][added: 2020.]

She [removed: most recently] served as Vice President of Nucor Steel Arkansas from 2015 to 2019.

[removed: Sumoski (53),] [added: Chad Utermark (52),] Executive Vice President of [removed: Merchant and Rebar] [added: Fabricated Construction] Products, was named EVP in 2014.

He [removed: previously] [added: also] served as General Manager of Nucor Steel Memphis, Inc. from 2012 to 2014 and as General Manager of Nucor Steel Marion, Inc. from 2008 to 2012.

Mr. Sumoski was named Vice President [removed: of Nucor] in 2010.

[removed: Leon] [added: *Leon] J.

[removed: Topalian (51), was named] [added: Topalian* (52), has served as] President and Chief Executive Officer [removed: effective] [added: since] January 2020.

He previously served as President and Chief Operating Officer [removed: beginning in] [added: from] September [added: 2019 to December] 2019, Executive Vice President of Beam and Plate Products from 2017 to 2019 and as Vice President of Nucor [removed: since 2013.][added: from 2013 to 2017.]

| Sedalia, Missouri | | | 350,000 | | | Steel shapes |

| Frostproof, Florida | | | 310,000 | | | Steel shapes |

Nucor Steel Louisiana, our DRI facility located in St. James Parish, Louisiana, has received a Consolidated Compliance Order and Notice of Potential Penalty from the Office of Environmental Enforcement of the Louisiana Department of Environmental Quality (“LDEQ”) related to emissions issues that the facility voluntarily reported to LDEQ.

Nucor Steel Louisiana and LDEQ are in discussions regarding a Consolidated Settlement Agreement with LDEQ, but no penalty has been finalized.

We believe the aggregate civil penalty for these compliance issues will not be material to Nucor.

Allen C.

Mr. Behr began his career with Nucor in 1996 as Design Engineer at Nucor Building Systems-Indiana and joined the start-up team at Nucor Building Systems-Texas in 1999.

In 2001, he became the Engineering Manager at Nucor Building Systems-South Carolina and was promoted to General Manager in 2008.

Mr. Behr became the General Manager of Vulcraft-South Carolina in 2011 and was promoted to Vice President in 2012.

He was promoted to President of the Vulcraft/Verco group in 2014 and he served as the General Manager of Nucor Steel-Texas from 2017 to 2019.

Mr. Feldman began his career as a Brokerage Representative for The David J.

He served as President of DJJ from 2013 to December 2020.

Mr. Feldman has announced that he will retire in June 2021.

Douglas J.

Jellison (62), was named Executive Vice President responsible for The David J.

Joseph Company and Logistics, effective January 2021.

Mr. Jellison began his Nucor career in 1990 as Materials Manager at Nucor Bearing Products and has worked in various positions and businesses in his 30 years with Nucor, including several controller and business development roles.

Mr. Jellison was promoted to Vice President in 2004 and served as General Manager of Nucor Bearing Products, Nucor Steel Seattle, Inc. and Nucor-Yamato.

He then served as President of Nucor Tubular Products and most recently as President of Nucor’s steel piling subsidiary, Skyline Steel LLC.

Gregory J.

Murphy (56), was named Executive Vice President of Business Services and General Counsel, effective January 2021.

Mr. Murphy began his Nucor career in 2015 as Vice President and General Counsel.

In 2020, he assumed additional responsibilities and was named General Counsel and Vice President of Legal, Environmental and Public Affairs.

Prior to joining Nucor, Mr. Murphy was a Partner with the law firm of Moore & Van Allen PLLC, where he was the team leader of the Litigation Practice Group and served for a decade on the firm’s Executive Committee.

Daniel R.

Needham (55), was named Executive Vice President of Bar and Rebar Fabrication Products, effective February 2021.

Mr. Needham began his career with Nucor in 2000 as Controller at Nucor Steel Hertford County.

He subsequently served as Controller of Nucor Steel Decatur, LLC and Nucor Steel Utah.

In 2011, Mr. Needham became General Manager of Nucor Steel Connecticut, Inc. He later served as General Manager of Nucor Steel Utah and was elected Vice President in 2016.

In 2019, Mr. Needham was promoted to Vice President and General Manager of Nucor Steel Indiana.

K.

Rex Query (55), was named Executive Vice President of Sheet and Tubular Products, effective January 2021.

Mr. Query joined Nucor in 1990 as a financial analyst in the Corporate Office and subsequently served as Controller at Vulcraft South Carolina, Nucor Steel Berkeley and Nucor Steel Hertford.

After serving as General Manager and Corporate Controller, Mr. Query was elected to Vice President in 2002 and served as General Manager at Nucor Steel Auburn, Inc., Nucor Steel Decatur, LLC, Nucor Steel South Carolina and NCF as well as President of Nucor Europe.

Most recently, Mr. Query served as President of Nucor’s Vulcraft/Verco group.

Mr. Query is married to the sister of Mr. Topalian’s wife.

MaryEmily Slate (56), was named Executive Vice President of Commercial, effective January 2021.

Ms. Slate was promoted to EVP in May 2019, most recently serving as EVP of Plate, Structural and Tubular Products.

Sumoski (54), was named Chief Operating Officer, effective January 2021.

He previously served as Executive Vice President from 2014 to 2020, most recently as EVP of Merchant and Rebar Products.

He continues to serve as President of The David J.

Joseph Company (“DJJ”), a role he has held since 2013.

Ladd R.

Hall (63), Executive Vice President of Flat-Rolled Products, was named EVP in 2007, having previously served as Vice President of Nucor since 1994.

He began his Nucor career in Inside Sales at Nucor Steel-Utah in 1981.

He later served as Sales Manager of Vulcraft-Utah, and General Manager of Vulcraft-Texas, Vulcraft-Utah, Nucor Steel-South Carolina and Nucor Steel-Berkeley County.

President of Nucor in 2007.

Chad Utermark (51), Executive Vice President of Fabricated Construction Products, was named EVP in 2014.

Our common stock is listed and traded on the New York Stock Exchange under the symbol “NUE.” As of January 31, [removed: 2020,] [added: 2021,] there were approximately 14,000 stockholders of record of our common stock.

Nucor paid a total dividend of [removed: $1.60] [added: $1.61] per share in [removed: 2019] [added: 2020] compared with [removed: $1.52] [added: $1.60] per share in [removed: 2018.][added: 2019.]

In December [removed: 2019,] [added: 2020,] the Board of Directors increased the base quarterly cash dividend on Nucor’s common stock to [removed: $0.4025] [added: $0.405] per share from [removed: $0.40] [added: $0.4025] per share.

In February [removed: 2020,] [added: 2021,] the Board of Directors [removed: also] declared Nucor’s [removed: 188th] [added: 192nd] consecutive quarterly cash dividend of [removed: $0.4025] [added: $0.405] per share payable on May 11, [removed: 2020] [added: 2021] to stockholders of record on March 31, [removed: 2020.][added: 2021.]

See Note [removed: 17] [added: 16] to the Company’s consolidated financial statements for a discussion regarding securities authorized for issuance under [added: the Company’s] stock-based compensation plans.

[removed: Stock Performance][added: Stock Performance]

This graphic comparison assumes the investment of $100 in each of Nucor common stock, the S&P 500 Index and the S&P 1500 Steel Group Index, all at year-end [removed: 2014.][added: 2015.]

Nucor common stock comprised [removed: 35%] [added: 32%] of the S&P 1500 Steel Group Index at year-end [removed: 2019 and] [added: 2020 (43% at] year-end [removed: 2014.][added: 2015).]

[removed: ][added: ]

We did not repurchase any shares under our share repurchase program during the fourth quarter of 2020.

| --- | --- |

Our share repurchase program activity for each of the three months and the quarter ended December 31, 2019 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) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| September 29, 2019—October 26, 2019 | | | — | | | $ | — | | | | — | | | $ | 1,299,886 | |

| October 27, 2019—November 23, 2019 | | | 1,850 | | | | 54.61 | | | | 1,850 | | | | 1,198,858 | |

| November 24, 2019—December 31, 2019 | | | — | | | | — | | | | — | | | | 1,198,858 | |

| For the Quarter Ended December 31, 2019 | | | 1,850 | | | | | | | | 1,850 | | | | | |

| (1) | Includes commissions of $0.02 per share. |

| (2) | On September 6, 2018, 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 $2.0 billion of the Company’s common stock and terminated any previously authorized share repurchase programs. The share repurchase program is discretionary and has no expiration date. |

[removed: | Costs, expenses] [added: Marketing, Administrative] and [removed: other: | | | | | | | | | | | | | | | | | | | | |][added: Other Expenses]

[removed: |] Equity in [removed: earnings] [added: Losses (Earnings)] of [removed: unconsolidated affiliates | | | (3,311 | ) | | | (40,240 | ) | | | (41,661 | ) | | | (38,757 | ) | | | (5,329 | ) |][added: Unconsolidated Affiliates]

| Earnings before income taxes and noncontrolling interests | | [removed: | 1,782,807 | | | | 3,229,391 | | | | 1,749,957 | | |] [added: $] | [removed: 1,298,659] [added: 835,538] | | | [added: $] | [removed: 241,866] [added: 1,782,807] | |

Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report discusses our financial condition and results of operations as of and for the years ended December 31, [removed: 2019] [added: 2020] and [removed: 2018.][added: 2019.]

Information concerning the year ended December 31, [removed: 2017] [added: 2019] and a comparison of [added: the] years [removed: 2018] [added: ended December 31, 2019] and [removed: 2017] [added: December 31, 2018] may be found under “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2018,] [added: 2019,] filed with the SEC on February 28, [removed: 2019.][added: 2020.]

Operating rates at our steel mills for the full year [removed: 2019] [added: 2020] decreased to [removed: 84%] [added: 82%] as compared to [removed: 91%] [added: 84%] for the full year [removed: 2018.][added: 2019.]

Industry-wide, the U.S. capacity utilization rate was [removed: 80%] [added: 68%] for [removed: 2019, its highest annual rate since 2008.][added: 2020, down from 80% in 2019.]

For the full year [removed: 2019,] [added: 2020,] finished steel imports were down approximately [removed: 18%] [added: 23%] from the previous year and accounted for approximately [removed: 19%] [added: 18%] of U.S. market share.

[removed: We] [added: Economic conditions improved in the second half of 2020 and we] are optimistic about market conditions heading into [removed: 2020.][added: 2021.]

We expect the nonresidential construction [removed: market] [added: and automotive markets] to remain strong.

While there has been no federal infrastructure [removed: bill,] [added: bill in recent years,] many states have passed bills funding infrastructure improvements.

Steel production in China rose in [removed: 2019,] [added: 2020,] going from approximately [removed: 1.02] [added: 1.10] billion tons in [removed: 2018] [added: 2019] to approximately [removed: 1.10] [added: 1.16] billion tons in [removed: 2019] [added: 2020] – an increase of [removed: 8%.][added: 5.5%.]

As a result, China’s share of global crude steel production rose from [removed: 51.3%] [added: 53.3%] in [removed: 2018] [added: 2019] to [removed: 53.3%] [added: 56.6%] in [removed: 2019.][added: 2020.]

The OECD [removed: estimates] [added: projects] that global excess steel production capacity was approximately [removed: 485] [added: 776] million tons [removed: at the halfway point of 2019,] [added: in 2020,] up from [removed: 455] [added: 624] million tons at the end of [removed: 2018.][added: 2019, which was itself up significantly from the prior year.]

We attempt to mitigate the scrap price risk by managing scrap inventory [added: levels at the steel mills to match the anticipated demand over the next several weeks.]

Approximately [removed: 75%] [added: 70%] of our sheet sales were to contract customers in [removed: 2019 and 2018,] [added: 2020 (75% in 2019),] with the balance [added: being sold] in the spot market at the prevailing prices at the time of sale.

The amount of tons sold to contract customers [added: at any given time] depends on the overall market conditions at the time, how the end-use customers see the market moving forward and the strategy that Nucor management believes is appropriate to the upcoming period.

[removed: Our] [added: The vast majority of our] contracts include a method of adjusting prices on a periodic basis to reflect changes in the market pricing for steel and/or scrap.

Market indices for steel generally trend with scrap pricing [removed: changes but] [added: changes, but,] during periods of steel market [removed: weakness] [added: weakness,] the more intensified competitive steel market environment can cause the sales price indices to decrease resulting in reduced gross margins and profitability.

Generally, in periods of increasing scrap prices, we experience a short-term margin contraction on [removed: contract tons.]

We have numerous, large, strategic capital projects at various stages of progress that [added: we believe] will help us further diversify our product offerings and expand the markets that we serve.

[added: We believe that] Nucor’s raw material supply chain is another important strength.

Most of the steel we produce in our mills is sold to outside customers (80% in both [removed: 2019] [added: 2020] and [removed: 2018),] [added: 2019),] but a significant percentage is used internally by many of the facilities in our steel products segment (20% in both [removed: 2019] [added: 2020] and [removed: 2018).][added: 2019).]

[removed: Evaluating] [added: *Evaluating] Our Financial [removed: Condition][added: Condition*]

We evaluate our financial condition each reporting period by focusing primarily on the amounts of and reasons for changes in cash provided by operating activities, our current ratio, the turnover rate of our accounts receivable and inventories, the amounts of and reasons for changes in cash used in or provided by investing activities [added: (including projected capital expenditures)] and financing activities and our cash and cash equivalents and short-term investments position at period end.

[removed: Our] [added: We believe that our] conservative financial practices have served us well in the past and are serving us well today.

Comparison of [removed: 2019] [added: 2020] to [removed: 2018][added: 2019]

Nucor reported consolidated net earnings of [added: $2.36 per diluted share in 2020 and] $4.14 per diluted share in 2019.

[removed: Additionally,] [added: In addition to the strength of nonresidential construction markets over the last two years, the steel products segment continues to benefit from the lasting effects of] changes in business strategy and efficiency initiatives [added: that have] significantly improved the performance of our rebar fabrication operations and metal buildings business.

The following discussion will provide greater quantitative and qualitative analysis of Nucor’s performance in [removed: 2019] [added: 2020] as compared to [removed: 2018.][added: 2019.]

Net [removed: Sales – Net] sales to external customers by segment for [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] were as follows (in thousands):

| | | [removed: 2019] [added: 2020] | | [removed: 2018] [added: 2019] | | % Change |

| Steel products | | [removed: 6,990,064] [added: 6,623,068] | | [removed: 6,796,501] [added: 6,990,064] | | [removed: 3%] [added: \-5%] |

| Raw materials | | [removed: 1,664,844] [added: 1,407,283] | | [removed: 2,025,560] [added: 1,664,844] | | [removed: \-18%] [added: \-15%] |

| Total net sales to external customers | | [removed: $22,588,858] [added: $20,139,658] | | [removed: $25,067,279] [added: $22,588,858] | | [removed: \-10%] [added: \-11%] |

Net sales for [removed: 2019] [added: 2020] decreased [removed: 10%] [added: 11%] from the prior year.

Average sales price per ton decreased [removed: 5%] [added: 7%] from [removed: $899] [added: $851] in [removed: 2018] [added: 2019] to [removed: $851] [added: $789] in [removed: 2019.][added: 2020.]

Total tons shipped to outside customers decreased [removed: 5%] [added: 4%] from [removed: 27,899,000] [added: 26,532,000] tons in [removed: 2018] [added: 2019] to [removed: 26,532,000] [added: 25,519,000] in [removed: 2019.][added: 2020.]

| Outside steel shipments | | [removed: 18,585] [added: 18,049] | | [removed: 19,890] [added: 18,585] | | [removed: \-7%] [added: \-3%] |

Not applicable as Nucor has early adopted the amendments to Item 301 of Regulation S-K outlined in the Final Rule adopted by the SEC on November 19, 2020.

The COVID-19 pandemic began to impact Nucor’s operations in the final weeks of the first quarter of 2020.

It would rapidly become the most significant event of 2020, impacting almost all aspects of our business through the remainder of the year and into the present.

Our most important value is the health and safety of our teammates, their families and the communities where we operate.

We formed several internal task forces to closely monitor developments related to the pandemic.

Our facilities around the country have taken steps to respond to COVID-19 based on the nature of their operations and the actions being taken by their state and local governments.

We have restricted travel, upgraded the cleaning practices at our facilities and offices, implemented remote work for teammates wherever possible, and instituted social distancing measures throughout the Company.

In addition to these measures, which are still in effect to varying degrees, we also took significant action to further strengthen our liquidity resources and financial position.

These financial measures are further explained in the “Liquidity and Capital Resources” section of this “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Across Nucor, we remain committed to protecting our teammates while minimizing disruptions to our customers and supply chain.

Due to the impact of the pandemic, the U.S. economy shrank by 3.5% in 2020, compared to a growth rate of 2.2% in 2019.

Despite this, demand in several key end-use markets was surprisingly resilient in 2020, most notably in nonresidential construction and automotive, which together account for nearly two-thirds of steel consumption.

We hope to see improvement in markets like heavy duty trucks, heavy equipment and agriculture that were down in 2020.

We anticipate the recovery in oil and gas markets to be slow, but Nucor has seen increased sales into the renewable energy market.

contract tons.

The COVID-19 pandemic and the impacts it had on the domestic economy were the primary factor driving the decrease in earnings in 2020 as compared to 2019.

In 2019, the steel mills segment’s profitability peaked in the first quarter and experienced a downward trend for the remainder of the year primarily due to inventory destocking.

The first quarter of 2020 was off to a promising start for the steel mills segment, building off of the momentum of price increases announced in the fourth quarter of 2019 and a strong quarterly utilization rate of 89%.

The first quarter of 2020 ended with the rapidly intensifying impact of the COVID-19 pandemic beginning to impact our business late in the quarter.

We also determined a triggering event occurred related to our equity method investment located in Italy, Duferdofin Nucor S.r.l.

(“Duferdofin Nucor”), that would result in us reserving a note receivable and a significant impairment charge in the first quarter of 2020.

We ultimately exited our investment in Duferdofin Nucor prior to the end of the year.

Total losses and impairments of assets related to Duferdofin Nucor that were included in the steel mills segment earnings were approximately $483.5 million in 2020.

We also recorded additional impairment charges in the fourth quarter of 2020 related to certain inventory and long-lived assets of $103.2 million that were primarily related to our Castrip sheet operations.

The steel mills segment performance bottomed in the second quarter of 2020 but had an upward trajectory for the remainder of the year.

Our steel mills segment is expected to have a very strong first quarter of 2021 due to increases in steel selling prices and strengthening market conditions at the end of 2020.

Nonresidential construction market conditions were strong in 2019 and 2020.The resiliency of nonresidential construction markets during the COVID-19 pandemic paved the way for our steel products segment to have record profitability in 2020, surpassing the previous record set in 2019.

Many of our business units in this segment performed at record or near-record levels, with our rebar fabrication and tubular products businesses driving the year-over-year increase for the segment.

The raw materials segment’s profitability in 2020 increased from 2019 primarily due to the improved performance of our DRI facilities.

Our DRI facility in Louisiana experienced a planned 70-day outage in 2019 to enhance operational reliability, and the facility set new records for production, shipping and operating hours in 2020.

Low average selling prices and higher iron ore costs have caused the DRI facilities to have combined operating losses in 2020 and 2019.

However, selling prices for raw materials increased dramatically in the fourth quarter of 2020 and we expect strong performance for the raw materials segment in the first quarter of 2021.

The raw materials segment incurred non-cash impairment charges of $27.0 million and $35.0 million in 2020 and 2019, respectively.

The 2020 charges related to our leasehold interest in unproved oil and gas properties and the 2019 charges related to our proved oil and gas properties.

Refer to “Critical Accounting Policies and Estimates” for further discussion of these charges.

Nucor’s income tax provision in 2020 benefited from several notable items that are not included in segment reporting.

Of note, the 2020 tax provision benefited from $201.9 million related to certain tax deductions claimed related to our now exited investment in Duferdofin Nucor, $39.7 million related to certain state tax credits and $48.2 million related to the anticipated carryback of a 2020 tax net operating loss under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

*Net Sales*

| Steel mills | | $12,109,307 | | $13,933,950 | | \-13% |

| | | 2020 | | 2019 | | % Change |

| --- | --- |

The table below sets forth certain selected financial data concerning the Company for the five fiscal years ended December 31, 2019.

The data is derived from the consolidated financial statements of the Company.

See “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the accompanying notes to the consolidated financial statements for additional information.

| | | 2019 | | | | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (dollar and share amounts in thousands, except per share data) | | | | | | | | | | | | | | | | | | | | |

| FOR THE YEAR | | | | | | | | | | | | | | | | | | | | |

| Net sales | | $ | 22,588,858 | | | $ | 25,067,279 | | | $ | 20,252,393 | | | $ | 16,208,122 | | | $ | 16,439,276 | |

| Cost of products sold | | | 19,909,773 | | | | 20,771,871 | | | | 17,682,986 | | | | 14,182,215 | | | | 15,325,386 | |

| Marketing, administrative and other expenses | | | 711,248 | | | | 860,722 | | | | 687,531 | | | | 596,761 | | | | 458,989 | |

| Impairment of assets | | | 66,916 | | | | 110,000 | | | | — | | | | — | | | | 244,833 | |

| Interest expense, net | | | 121,425 | | | | 135,535 | | | | 173,580 | | | | 169,244 | | | | 173,531 | |

| | | | 20,806,051 | | | | 21,837,888 | | | | 18,502,436 | | | | 14,909,463 | | | | 16,197,410 | |

| Provision for income taxes | | | 411,897 | | | | 748,307 | | | | 369,386 | | | | 398,243 | | | | 48,836 | |

| Net earnings | | | 1,370,910 | | | | 2,481,084 | | | | 1,380,571 | | | | 900,416 | | | | 193,030 | |

| Earnings attributable to noncontrolling interests | | | 99,767 | | | | 120,317 | | | | 61,883 | | | | 104,145 | | | | 112,306 | |

| Net earnings attributable to Nucor stockholders | | | 1,271,143 | | | | 2,360,767 | | | | 1,318,688 | | | | 796,271 | | | | 80,724 | |

| Net earnings per share: | | | | | | | | | | | | | | | | | | | | |

| Basic | | | 4.14 | | | | 7.44 | | | | 4.11 | | | | 2.48 | | | | 0.25 | |

| Diluted | | | 4.14 | | | | 7.42 | | | | 4.10 | | | | 2.48 | | | | 0.25 | |

| Dividends declared per share | | | 1.6025 | | | | 1.5400 | | | | 1.5125 | | | | 1.5025 | | | | 1.4925 | |

| Percentage of net earnings to net sales | | | 5.6 | % | | | 9.4 | % | | | 6.5 | % | | | 4.9 | % | | | 0.5 | % |

| Return on average stockholders’ equity | | | 12.6 | % | | | 25.5 | % | | | 15.9 | % | | | 10.4 | % | | | 1.0 | % |

| Cash provided by operating activities | | | 2,809,413 | | | | 2,393,952 | | | | 1,055,338 | | | | 1,750,001 | | | | 2,168,761 | |

| Capital expenditures | | | 1,512,070 | | | | 997,256 | | | | 507,074 | | | | 617,677 | | | | 364,768 | |

| Acquisitions (net of cash acquired) | | | 83,106 | | | | 33,063 | | | | 544,041 | | | | 474,788 | | | | 19,089 | |

| Depreciation | | | 648,911 | | | | 630,879 | | | | 635,833 | | | | 613,192 | | | | 625,757 | |

| Sales per average employee | | | 849 | | | | 986 | | | | 820 | | | | 690 | | | | 690 | |

| AT YEAR END | | | | | | | | | | | | | | | | | | | | |

| Current assets | | $ | 8,226,370 | | | $ | 8,636,265 | | | $ | 6,824,420 | | | $ | 6,506,393 | | | $ | 5,854,405 | |

| Current liabilities | | | 2,463,774 | | | | 2,806,300 | | | | 2,824,764 | | | | 2,389,966 | | | | 1,385,173 | |

| Working capital | | | 5,762,596 | | | | 5,829,965 | | | | 3,999,656 | | | | 4,116,427 | | | | 4,469,232 | |

| Current ratio | | | 3.3 | | | | 3.1 | | | | 2.4 | | | | 2.7 | | | | 4.2 | |

| Property, plant and equipment, net | | | 6,178,555 | | | | 5,334,748 | | | | 5,093,147 | | | | 5,078,650 | | | | 4,891,153 | |

| Total assets | | | 18,344,666 | | | | 17,920,588 | | | | 15,841,258 | | | | 15,223,518 | | | | 14,326,969 | |

| Long-term debt (including current maturities) (1) | | | 4,320,565 | | | | 4,233,276 | | | | 3,742,242 | | | | 4,339,141 | | | | 4,337,145 | |

| Percentage of debt to capital (2) | | | 28.6 | % | | | 29.3 | % | | | 29.2 | % | | | 34.5 | % | | | 35.6 | % |

| Total Nucor stockholders’ equity | | | 10,357,866 | | | | 9,792,078 | | | | 8,739,036 | | | | 7,879,865 | | | | 7,477,816 | |

| | | | | [Management’s Report on Internal Control Over Financial Reporting](#MANAGEMENTS_REPORT_ON_INTERNAL_CONTROL) | | | [removed: 42] [added: 46] | |

| | | | | [Report of Independent Registered Public Accounting [removed: Firm](#REPORT_OF_INDEPENDENT_AUDITORS)] [added: Firm](#Report_of_Independent_Registered_Public)] | | | [removed: 43] [added: 47] | |

| | | | | [Consolidated Balance Sheets](#CONSOLIDATED_BALANCE_SHEETS) | | | [removed: 46] [added: 50] | |

| | | | | [Consolidated Statements of Earnings](#CONSOLIDATED_STATEMENTS_OF_EARNINGS) | | | [removed: 47] [added: 51] | |

| | | | | [Consolidated Statements of Comprehensive Income](#CONSOLIDATED_STATEMENTS_COMPREHENSIVE_IN) | | | [removed: 48] [added: 52] | |

| | | | | [Consolidated Statements of Stockholders’ Equity](#CONSOLIDATED_STATEMENTS_STOCKHOLDERS_EQU) | | | [removed: 49] [added: 53] | |

| | | | | [Consolidated Statements of Cash Flows](#CONSOLIDATED_STATEMENTS_CASH_FLOWS) | | | [removed: 50] [added: 54] | |

| | | | | [Notes to Consolidated Financial Statements](#NOTES_TO_CONSOLIDATED_FINANCIAL_STATEMEN) | | | [removed: 51] [added: 55] | |

Management assessed the effectiveness of Nucor’s internal control over financial reporting as of December 31, [removed: 2019.][added: 2020.]

Based on its assessment, management concluded that Nucor’s internal control over financial reporting was effective as of December 31, [removed: 2019.][added: 2020.]

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of Nucor’s internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] as stated in their report which is included herein.

[removed: Report] [added: Report] of Independent [removed: Registered] [added: Registered] Public Accounting [removed: Firm][added: Firm]

To the Stockholders and Board of Directors of Nucor [removed: Corporation:][added: Corporation]

We have audited the accompanying consolidated balance sheets of Nucor Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the related consolidated statements of earnings, [added: of] comprehensive income, [added: of] stockholders’ equity and [added: of] cash flows for each of the three years in the period ended December 31, [removed: 2019,] [added: 2020,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2019] [added: 2020] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes 2 and [removed: 9] [added: 8] to the consolidated financial statements, the Company’s consolidated goodwill balance was $2.2 billion as of December 31, [removed: 2019,] [added: 2020,] and total goodwill associated with the Rebar Fabrication reporting unit was [removed: $356.6] [added: $364.3] million.

Management completed its [removed: 2019] [added: 2020] goodwill impairment analysis as of the first day of the fourth quarter of [removed: 2019.][added: 2020.]

As disclosed by management, significant assumptions used to determine the fair value of each reporting unit as part of management’s annual [removed: testing (and] [added: testing, and] any required interim [removed: testing)] [added: testing] include (i) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, [added: raw material] costs [added: and other costs] to produce and estimated capital needs); (ii) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the reporting unit; (iii) a discount rate based on management’s best estimate of the after-tax weighted-average cost of capital; and (iv) a probability-weighted scenario approach by which varying cash flows are assigned to certain scenarios based on the likelihood of occurrence.

The principal considerations for our determination that performing procedures relating to the goodwill impairment analysis for the Rebar Fabrication reporting unit is a critical audit matter are [removed: there was] [added: the] significant judgment by management when [removed: developing] [added: determining] the fair value of the reporting unit, which in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating [removed: evidence relating to] management’s [removed: expected cash flow and] significant [removed: assumptions, including] [added: assumptions related to] sales [removed: volumes and] prices, [removed: costs to produce and] [added: raw material costs,] the terminal year growth rate [added: and the discount rate] assumption.

testing the completeness, accuracy, and relevance of underlying data used in the model; and evaluating the significant assumptions used by [removed: management, including] [added: management related to] the sales [removed: volumes and] prices, [removed: costs to produce and] [added: raw material costs,] terminal year growth [added: rate and discount] rate.

Evaluating management’s assumptions related to sales [removed: volumes and] prices, [added: raw material] costs [removed: to produce] and the terminal year growth rate involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

We have served as the Company’s auditor since [removed: 1989][added: 1989.]

| | | [added: 2020 | | | |] 2019 | | | | 2018 | | |

| Cash and cash equivalents (Note [removed: 15)] [added: 14)] | | $ | [removed: 1,534,605] [added: 2,639,671] | | | $ | [removed: 1,398,886] [added: 1,534,605] | |

| Short-term investments (Notes [removed: 4] [added: 3] and [removed: 15)] [added: 14)] | | | [removed: 300,040] [added: 408,004] | | | | [removed: —] [added: 300,040] | |

| Accounts receivable, net (Note [removed: 5)] [added: 4)] | | | [removed: 2,160,102] [added: 2,298,850] | | | | [removed: 2,505,568] [added: 2,160,102] | |

| Inventories, net (Note [removed: 6)] [added: 5)] | | | [removed: 3,842,095] [added: 3,569,089] | | | | [removed: 4,553,500] [added: 3,842,095] | |

| Other current assets [removed: (Notes 14, 15 and 20)] [added: (Note 19)] | | | [removed: 389,528] [added: 573,048] | | | | [removed: 178,311] [added: 389,528] | |

| Total current assets | | | [removed: 8,226,370] [added: 9,488,662] | | | | [removed: 8,636,265] [added: 8,226,370] | |

| Property, plant and equipment, net (Notes [removed: 7] [added: 6] and [removed: 8)] [added: 7)] | | | [removed: 6,178,555] [added: 6,899,110] | | | | [removed: 5,334,748] [added: 6,178,555] | |

| Other intangible assets, net [removed: (Notes 3 and 9)] [added: (Note 8)] | | | [removed: 742,186] [added: 668,021] | | | | [removed: 828,504] [added: 742,186] | |

| Other assets (Notes [removed: 7] [added: 6] and [removed: 10)] [added: 9)] | | | [removed: 996,492] [added: 724,671] | | | | [removed: 936,735] [added: 996,492] | |

| Total assets | | $ | [removed: 18,344,666] [added: 20,125,394] | | | $ | [removed: 17,920,588] [added: 18,344,666] | |

| Short-term debt (Notes [removed: 12] [added: 11] and [removed: 15)] [added: 14)] | | $ | [removed: 62,444] [added: 57,906] | | | $ | [removed: 57,870] [added: 62,444] | |

| Current portion of long-term debt and finance lease obligations (Notes [removed: 7, 12] [added: 6, 11] and [removed: 15)] [added: 14)] | | | [removed: 29,264] [added: 10,885] | | | | [removed: —] [added: 29,264] | |

| Accounts payable (Note [removed: 11)] [added: 10)] | | | [removed: 1,201,698] [added: 1,432,159] | | | | [removed: 1,428,191] [added: 1,201,698] | |

| Salaries, wages and related accruals (Note [removed: 18)] [added: 17)] | | | [removed: 510,844] [added: 462,727] | | | | [removed: 709,397] [added: 510,844] | |

| Accrued expenses and other current liabilities (Notes [removed: 7, 11, 14,] [added: 6, 10, 13, 15,] 16 and [removed: 17)] [added: 23)] | | | [removed: 659,524] [added: 664,183] | | | | [removed: 610,842] [added: 659,524] | |

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and the discount rate assumption.

February 26, 2021

| | | 2020 | | | | 2019 | | |

| Restricted cash and cash equivalents (Notes 14 and 24) | | | 115,258 | | | | — | |

| Goodwill (Note 8) | | | 2,229,672 | | | | 2,201,063 | |

| Liquidation of equity method investment in foreign joint venture, net of income taxes of $0 in 2020 | | | 158,640 | | | | — | | | | — | |

| Net earnings in 2020 | | | 836,028 | | | | — | | | | — | | | | — | | | | 721,470 | | | | — | | | | — | | | | — | | | | 721,470 | | | | 114,558 | |

| Stock options exercised | | | 11,846 | | | | — | | | | — | | | | 2,590 | | | | — | | | | — | | | | (266 | ) | | | 9,256 | | | | 11,846 | | | | — | |

| Other | | | — | | | | — | | | | — | | | | (10,836 | ) | | | — | | | | — | | | | — | | | | — | | | | (10,836 | ) | | | 10,836 | |

| 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 | | $ | 836,028 | | | $ | 1,370,910 | | | $ | 2,481,084 | |

| Premium on debt exchange | | | (180,383 | ) | | | — | | | | — | |

| | | 2020 | | | | 2019 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | December 31, 2020 |

| 2021 | | $ | 22,731 | | | $ | 20,476 | |

| 2022 | | | 19,536 | | | | 19,918 | |

| 2023 | | | 16,019 | | | | 17,957 | |

| 2024 | | | 13,244 | | | | 13,040 | |

| 2025 | | | 9,495 | | | | 11,086 | |

| Thereafter | | | 33,039 | | | | 74,362 | |

| Total lease payments | | $ | 114,064 | | | $ | 156,839 | |

| | | | 16,754,603 | | | | 15,594,782 | |

| | | $ | 6,899,110 | | | $ | 6,178,555 | |

Steel Mills Segment Asset Impairments

In 2020, Nucor recorded non-cash impairment charges totaling $103.2 million related to certain inventory and long-lived assets, which primarily related to our Castrip sheet mill operations.

Due to the advancements in the capabilities at our new cold mill and galvanizing line we have under construction at Nucor Steel Arkansas, we believe the value of the technology and process has diminished for Nucor.

As such, the existing Castrip assets are not expected to be materially utilized going forward.

These charges are included in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2020.

Raw Materials Segment Asset Impairments

The combined carrying value of the three fields of wells was $71.7 million at December 31, 2020 ($78.9 million at December 31, 2019).

In 2020, regulatory authorities in Colorado adopted new rules that became effective January 2021.

One of these rules increases drilling setback distances.

In the fourth quarter of 2020, Nucor determined a triggering event had occurred, as we do not expect to be able to access the full extent of the resources in the ground, and performed an impairment analysis.

As a result, Nucor recorded a $27.0 million non-cash impairment charge related to the write-down of our leasehold interest in unproved oil and gas properties.

This charge is included in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2020.

| Acquisitions | | | 20,484 | | | | (821 | ) | | | — | | | | 19,663 | |

| Translation | | | — | | | | 8,946 | | | | — | | | | 8,946 | |

| Balance, December 31, 2020 | | $ | 612,470 | | | $ | 887,625 | | | $ | 729,577 | | | $ | 2,229,672 | |

| | | $ | 1,648,149 | | | $ | 980,128 | | | $ | 1,638,944 | | | $ | 896,758 | |

| --- | --- |

February 28, 2020

| Goodwill (Notes 3 and 9) | | | 2,201,063 | | | | 2,184,336 | |

| BALANCES, December 31, 2016 | | $ | 8,254,708 | | | | 379,334 | | | $ | 151,734 | | | $ | 1,974,672 | | | $ | 7,630,916 | | | $ | (317,843 | ) | | | 60,597 | | | $ | (1,559,614 | ) | | $ | 7,879,865 | | | $ | 374,843 | |

| Net earnings in 2017 | | | 1,380,571 | | | | — | | | | — | | | | — | | | | 1,318,688 | | | | — | | | | — | | | | — | | | | 1,318,688 | | | | 61,883 | |

| Stock options exercised | | | 7,069 | | | | 183 | | | | 73 | | | | 6,996 | | | | — | | | | — | | | | — | | | | — | | | | 7,069 | | | | — | |

Recently Adopted Accounting Pronouncements

In the first quarter of 2019, Nucor adopted new guidance related to lease accounting using the modified retrospective approach, which permits companies to recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption without adjusting the comparative periods prior to adoption.

The new lease guidance requires all lessees to recognize on the balance sheet right-of-use assets and lease liabilities for the rights and obligations created by lease arrangements with terms greater than 12 months, including operating leases.

Expenses are recognized in the statement of earnings in a manner similar to previous accounting guidance.

We elected the package of practical expedients permitted under the transition guidance within the new lease standard, which, among other things, allowed us to carry forward the historical lease classification.

We also elected the practical expedient related to land easements, allowing us to carry forward our accounting treatment for land easements on existing agreements, and the short-term lease exemption policy such that the new lease guidance was applied to leases greater than one year in duration.

The adoption of the new lease standard did not have a material impact on our consolidated financial statements as it resulted in an increase of 0.5% and 1.2% to our total assets and total liabilities, respectively, on our consolidated balance sheet as of January 1, 2019.

The new lease standard did not materially impact our consolidated net earnings and had no impact on our cash flows.

Finance lease right-of-use assets and liabilities are presented separately from operating lease right-of-use assets and liabilities in the consolidated balance sheet as of January 1, 2019 in accordance with the new lease standard.

See Note 7 for further information.

In the first quarter of 2019, we also adopted new accounting guidance related to tax effects of the Tax Cuts and Jobs Act of 2017 (the “Tax Reform Act”).

As a result of the adoption of the new guidance, we elected to reclassify stranded tax effects from accumulated other comprehensive income to retained earnings, effective January 1, 2019.

The adoption of this new guidance did not have a material impact on the Company’s consolidated financial statements.

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.

Republic has two facilities, one located in Kentucky and the other in Georgia.

This acquisition not only further expands Nucor’s product portfolio to include steel electrical conduit, but it is also an important, value-added channel to market for Nucor’s sheet mills.

Republic’s financial results are included as part of the steel products segment (see Note 23).

We have allocated the purchase price for Republic to its individual assets acquired and liabilities assumed.

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 | |

| 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):

Changes in Internal Control Over Financial Reporting – There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2019] [added: 2020] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report on Internal Control Over Financial Reporting – Management’s report on internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002 and the attestation report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, on the effectiveness of Nucor’s internal control over financial reporting as of December 31, [removed: 2019] [added: 2020] are included in “Item 8.

The other information required by this item is incorporated herein by reference from Nucor’s definitive proxy statement for our [removed: 2020] [added: 2021] Annual Meeting of Stockholders (the “Proxy Statement”) under the headings *Election of Directors; Information Concerning Experience, Qualifications, Attributes and Skills of the Nominees;* and *Corporate Governance and Board of Directors*.

| | • | Consolidated Balance Sheets—December 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] |

| | • | Consolidated Statements of Earnings—Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] |

| | • | Consolidated Statements of Comprehensive Income—Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] |

| | • | Consolidated Statements of Stockholders’ Equity—Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] |

| | • | Consolidated Statements of Cash Flows—Years Ended December 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] |

| 3 | | [Restated Certificate of Incorporation [added: of Nucor Corporation] (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed September 14, 2010 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312510209786/dex33.htm) |

| 3(i) | | [Bylaws [added: of Nucor Corporation] as amended and restated [removed: September 15, 2016] [added: February 22, 2021] (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed [removed: September 20, 2016] [added: February 24, 2021] (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312516714302/d262437dex31.htm)] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312521054427/d138758dex31.htm)] |

| 4* | | [Description of Securities of Nucor [removed: Corporation](https://www.sec.gov/Archives/edgar/data/73309/000156459020007794/nue-ex4_275.htm)] [added: Corporation](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex4_11.htm)] |

| [removed: 4(viii)] [added: 4(x)] | | [Form of 6.400% Notes due [removed: December] 2037 (included in Exhibit 4(iii) above) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed December 4, 2007 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312507258585/dex41.htm) |

| [removed: 4(ix)] [added: 4(xi)] | | [Form of 4.125% Notes due [removed: September] 2022 (included in Exhibit 4(iv) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed September 21, 2010 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312510213580/dex41.htm) |

| [removed: 4(x)] [added: 4(xii)] | | [Form of 4.000% Notes due [removed: August] 2023 (included in Exhibit 4(v) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm) |

| [removed: 4(xi)] [added: 4(xiii)] | | [Form of 5.200% Notes due [removed: August] 2043 (included in Exhibit 4(v) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm) |

| [removed: 4(xii)] [added: 4(xiv)] | | [Form of 3.950% Notes due [removed: May] 2028 (included in Exhibit 4(vii) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed April 26, 2018 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm) |

| [removed: 4(xiii)] [added: 4(xv)] | | [Form of 4.400% Notes due [removed: May] 2048 (included in Exhibit 4(vii) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed April 26, 2018 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm) |

| 10(iii) | | [2014 Omnibus Incentive Compensation [removed: Plan] [added: Plan, as amended and restated effective February 17, 2020] (incorporated by reference to [removed: Appendix A] [added: Exhibit 10.1] to the [removed: Definitive Proxy Statement] [added: Current Report] on [removed: Schedule 14A] [added: Form 8-K] filed [removed: March 25, 2014] [added: May 18, 2020] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312514114117/d648536ddef14a.htm#toc648536_24)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520145203/d934676dex101.htm)] |

| [removed: 10(v)*] [added: 10(v)] | | [Amendment No. 1 to Senior Officers Annual Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) [removed: (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459020007794/nue-ex10v_273.htm)] [added: (incorporated by reference to Exhibit 10(v) to the Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459020007794/nue-ex10v_273.htm)] |

| [removed: 10(vii)*] [added: 10(vii)] | | [Amendment No. 1 to Senior Officers Long-Term Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) [removed: (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459020007794/nue-ex10vii_274.htm)] [added: (incorporated by reference to Exhibit 10(vii) to the Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459020007794/nue-ex10vii_274.htm)] |

| [removed: 10(xvii)] [added: 10(xxviii)] | | [removed: [Employment] [added: [Executive Employment] Agreement of [removed: Ladd R. Hall] [added: Allen C. Behr] (incorporated by reference to Exhibit [removed: 10] [added: 10.1] to the Quarterly Report on Form 10-Q for the quarter ended [removed: September 29, 2007] [added: July 4, 2020] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000114420407058382/v092455_ex10.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459020039639/nue-ex101_50.htm)] |

| [removed: 10(xix)] [added: 10(xxi)] | | [removed: [Employment] [added: [Executive Employment] Agreement of James D. Frias (incorporated by reference to Exhibit [removed: 10(xi)] [added: 10.4] to the [removed: Annual] [added: Current] Report on Form [removed: 10-K for the year ended December 31, 2009] [added: 8-K filed February 19, 2020] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312510040686/dex10xi.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex104.htm)] |

| [removed: 10(xx)] [added: 10(xxii)] | | [removed: [Employment] [added: [Executive Employment] Agreement of [removed: James] [added: Ladd] R. [removed: Darsey] [added: Hall] (incorporated by reference to Exhibit [removed: 10(xxii)] [added: 10.5] to the [removed: Annual] [added: Current] Report on Form [removed: 10-K for the year ended December 31, 2010] [added: 8-K filed February 19, 2020] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312511049351/dex10xxii.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex105.htm)] |

| [removed: 10(xxi)] [added: 10(xxiv)] | | [removed: [Employment] [added: [Executive Employment] Agreement of Raymond S. Napolitan, Jr. (incorporated by reference to Exhibit [removed: 10.2] [added: 10.6] to the [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended June 29, 2013] [added: 8-K filed February 19, 2020] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312513323814/d564555dex102.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex106.htm)] |

| [removed: 10(xxii)] [added: 10(xxvii)] | | [removed: [Employment] [added: [Executive Employment] Agreement of [added: D.] Chad Utermark (incorporated by reference to Exhibit [removed: 10.2] [added: 10.10] to the [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended July 5, 2014] [added: 8-K filed February 19, 2020] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312514307878/d732444dex102.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex1010.htm)] |

| [removed: 10(xxiii)] [added: 10(xxix)] | | [removed: [Employment] [added: [Executive Employment] Agreement of David A. Sumoski (incorporated by reference to Exhibit 10.1 to the [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended October 4, 2014] [added: 8-K/A filed January 5, 2021] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312514408729/d785407dex101.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312521001580/d103230dex101.htm)] |

| [removed: 10(xxiv)] [added: 10(xxvi)] | | [removed: [Employment] [added: [Executive Employment] Agreement of Leon [added: J.] Topalian (incorporated by reference to Exhibit [removed: 10] [added: 10.9] to the [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended July 1, 2017] [added: 8-K filed February 19, 2020] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312517252608/d413679dex10.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex109.htm)] |

| [removed: 10(xxv)] [added: 10(xix)] | | [Retirement, Separation, Waiver and Release Agreement of [removed: James] R. [removed: Darsey] [added: Joseph Stratman] (incorporated by reference to Exhibit [removed: 10] [added: 10.1] to the [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended] [added: 8-K/A filed] June [removed: 30, 2018] [added: 5, 2019] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312518242368/d597161dex10.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312519166073/d733994dex101.htm)] |

| [removed: 10(xxvi)] [added: 10(xx)] | | [removed: [Employment] [added: [Executive Employment] Agreement of Craig [added: A.] Feldman (incorporated by reference to Exhibit [removed: 10.1] [added: 10.3] to the [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended June 30, 2018] [added: 8-K filed February 19, 2020] (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312518242368/d597161dex101.htm) |

| [removed: 10(xxvii)] [added: 10(xxv)] | | [removed: [Employment] [added: [Executive Employment] Agreement of MaryEmily Slate (incorporated by reference to Exhibit [removed: 10] [added: 10.7] to the [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended June 29, 2019] [added: 8-K filed February 19, 2020] (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459019029949/nue-ex10_82.htm) |

| [removed: 10(xxviii)] [added: 10(xxiii)] | | [Retirement, Separation, Waiver and Release [removed: Agreement] [added: Agreement, dated as] of [added: June 17, 2020, by and between Nucor Corporation and Ladd] R. [removed: Joseph Stratman] [added: Hall] (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed June [removed: 5, 2019] [added: 17, 2020] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312519166073/d733994dex101.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520171078/d945422dex101.htm)] |

| [removed: 10(xxix)] [added: 10(xvii)] | | [Retirement, Separation, Waiver and Release [removed: Agreement] [added: Agreement, dated as] of [added: December 31, 2019, by and between Nucor Corporation and] John J. Ferriola (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed January 3, 2020 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520001292/d857467dex101.htm) |

| [removed: 10(xxx)] [added: 10(xxxiv)] | | [removed: [Severance] [added: [Nucor Corporation Supplemental Retirement] Plan for [removed: Senior] [added: Executive] Officers [removed: and General Managers, as amended and restated effective February 18, 2009] (incorporated by reference to Exhibit 10.2 to the [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended April 4, 2009] [added: 8-K filed February 19, 2020] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312509108168/dex102.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex102.htm)] |

| 21* | | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/73309/000156459020007794/nue-ex21_14.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex21_12.htm)] |

| 23* | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/73309/000156459020007794/nue-ex23_13.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex23_7.htm)] |

| 31* | | [Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/73309/000156459020007794/nue-ex31_12.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex31_13.htm)] |

| 31(i)* | | [Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/73309/000156459020007794/nue-ex31i_11.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex31i_8.htm)] |

| 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/73309/000156459020007794/nue-ex32_9.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex32_14.htm)] |

| 32(i) | | [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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/73309/000156459020007794/nue-ex32i_10.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex32i_10.htm)] |

| 101* | | Financial Statements from the Annual Report on Form 10-K of Nucor Corporation for the year ended December 31, [removed: 2019,] [added: 2020,] filed February [removed: 28, 2020,] [added: 26, 2021,] formatted in Inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. |

| 104* | | Cover Page from the Annual Report on Form 10-K of Nucor Corporation for the year ended December 31, [removed: 2019,] [added: 2020,] filed February [removed: 28, 2020,] [added: 26, 2021,] formatted in Inline XBRL (included in Exhibit 101). |

| 4(viii) | | [Second Supplemental Indenture, dated as of May 22, 2020, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312520150132/d921604dex41.htm) |

| 4(ix) | | [Third Supplemental Indenture, dated as of December 7, 2020, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 7, 2020 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312520311812/d75079dex41.htm) |

| 4(xvi) | | [Form of 2.000% Notes due 2025 (included in Exhibit 4(viii) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312520150132/d921604dex41.htm) |

| 4(xvii) | | [Form of 2.700% Notes due 2030 (included in Exhibit 4(viii) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312520150132/d921604dex41.htm) |

| 4(xviii) | | [Form of 2.979% Notes due 2055 (included in Exhibit 4(ix) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed December 7, 2020 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312520311812/d75079dex41.htm) |

| 4(xix) | | [Registration Rights Agreement, dated as of December 7, 2020, among Nucor Corporation, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as lead dealer managers, and Deutsche Bank Securities Inc., RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc., Siebert Williams Shank & Co., LLC, Fifth Third Securities, Inc., PNC Capital Markets LLC and MUFG Securities Americas Inc., as co-dealer managers (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed December 7, 2020 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312520311812/d75079dex43.htm) |

| 10(xxx)* | | [Executive Employment Agreement of Douglas J. Jellison (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxx_208.htm) |

| 10(xxxi)* | | [Executive Employment Agreement of Gregory J. Murphy (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxi_206.htm) |

| 10(xxxii)* | | [Executive Employment Agreement of Daniel R. Needham (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxii_205.htm) |

| 10(xxxiii)* | | [Executive Employment Agreement of K. Rex Query (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxiii_207.htm) |

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| --- | --- | --- |

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| | | |

| | | Dated: February [removed: 28, 2020] [added: 26, 2021] | | |

| Leon J. Topalian President, Chief Executive Officer and Director (Principal Executive Officer) | | [removed: Lloyd] [added: Patrick] J. [removed: Austin III] [added: Dempsey] Director |

| James D. Frias Chief Financial Officer, Treasurer and Executive Vice President (Principal Financial Officer) | | [removed: Patrick] [added: Christopher] J. [removed: Dempsey] [added: Kearney] Director |

| Michael D. Keller Vice President and Corporate Controller (Principal Accounting Officer) | | [removed: Christopher J. Kearney] [added: Laurette T. Koellner] Director |

| [added: /s/ Michael D. Keller] | | /s/ Laurette T. Koellner |

Dated: February [removed: 28, 2020][added: 26, 2021]

| /s/ Leon J. Topalian | | /s/ Patrick J. Dempsey |

| /s/ James D. Frias | | /s/ Christopher J. Kearney |

| | | |

| /s/ Leon J. Topalian | | /s/ Lloyd J. Austin III |

| /s/ James D. Frias | | /s/ Patrick J. Dempsey |

| /s/ Michael D. Keller | | /s/ Christopher J. Kearney |

| | | Laurette T. Koellner Director |