Nucor (NUE) 10-K risk factor changes: FY2021 vs FY2020

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Many of the factors that affect our business and operations involve risk and uncertainty.

The factors described below are some of the risks that could materially negatively affect our business, financial condition, results of operations and cash flows.

Industry Specific Risk Factors

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 flows.

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.

According to the OECD, global steel production overcapacity is projected to be approximately 776 million tons in 2020.

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

During periods of global economic weakness, this overcapacity is amplified because of weaker global demand for steel and steel products.

This excess capacity often results in manufacturers in certain countries exporting significant amounts of steel and steel products at prices that are at or below their costs of production.

In some countries the steel industry is subsidized or owned in whole or in part by the government, giving imported steel from those countries certain cost advantages.

These imports, which are also affected by demand in the domestic market, international currency conversion rates, and domestic and international government actions, can result in downward pressure on steel prices, which could materially adversely affect our business, results of operations, financial condition and cash flows.

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

The U.S. government has also been negotiating new trade agreements with many countries, including China, which may provide another opportunity to address excess steelmaking capacity.

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

Our business requires substantial capital investment and maintenance expenditures, and our capital resources may not be adequate to provide for all of our cash requirements.

Our operations are capital intensive.

For the three-year period ended December 31, 2020, our total capital expenditures were approximately $4.04 billion.

Our business also requires substantial expenditures for routine maintenance.

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 issuance, offerings of our debt and equity securities or from borrowings under our $1.50 billion unsecured revolving credit facility, we cannot guarantee that this will be the case.

Additional acquisitions or unforeseen events could require financing from additional sources.

Changes in the availability and cost of electricity and natural gas are subject to volatile market conditions that could adversely affect our business.

Our steel mills are large consumers of electricity and natural gas.

In addition, our DRI facilities are also large consumers of natural gas.

We rely upon third parties for our supply of energy resources consumed in the manufacture of our products.

The prices for and availability of electricity and natural gas are subject to volatile market conditions.

These market conditions often are affected by weather, political, regulatory and economic factors beyond our control, and we may be unable to raise the price of our products to cover increased energy costs.

Disruptions, including physical or information systems related

issues, that impact the supply of our energy resources could temporarily impair our ability to manufacture our products for our customers.

Increases in our energy costs resulting from regulations that are not equally applicable across the entire global steel market could materially adversely affect our business, results of operations, financial condition and cash flows.

Competition from other steel producers, imports or alternative materials may adversely affect our business.

We face strong competition from other steel producers and imports that compete with our products on price, quality and service.

The steel markets are highly competitive and a number of firms, domestic and foreign, participate in the steel, steel products and raw materials markets.

Depending on a variety of factors, including the cost and availability of raw materials, energy, technology, labor and capital costs, currency exchange rates and government subsidies of foreign steel producers, our business may be materially adversely affected by competitive forces.

In many applications, steel competes with other materials, such as concrete, aluminum, plastics, composites and wood.

Increased use of these materials in substitution for steel products could have a material adverse effect on prices and demand for our steel products.

Since 2011, automobile producers have begun taking steps towards complying with new Corporate Average Fuel Economy mileage requirements for new cars and light trucks that they produce.

As automobile producers work to produce vehicles in compliance with these new standards, they may seek to reduce the amount of steel they incorporate in their vehicles or begin utilizing alternative materials in cars and light trucks to improve fuel economy, thereby reducing their demand for steel.

Certain automakers have begun to use greater amounts of aluminum and smaller proportions of steel in some models since 2015.

Our industry is cyclical and both recessions and prolonged periods of slow economic growth could have an adverse effect on our business.

At December 31, [removed: 2020,] [added: 2021,] approximately [removed: 22%] [added: 24%] of Nucor’s long-term debt was in industrial revenue bonds that have variable interest rates that are adjusted weekly.

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

As of December 31, [removed: 2020,] [added: 2021,] there were no such contracts outstanding.

Natural gas produced by Nucor’s drilling operations is being sold to third parties to [added: partially] offset our exposure to changes in the price of natural gas consumed by our Louisiana DRI facility and our steel mills in the United States.

At December 31, [removed: 2020,] [added: 2021,] accumulated other comprehensive loss, net of income taxes included [removed: $4.7] [added: $1.1] million in unrealized net-of-tax [removed: losses] [added: gains] 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: 2020,] [added: 2021,] due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in thousands):

Any resulting changes in fair value would be recorded as adjustments to accumulated other comprehensive loss, net of income [removed: taxes,] [added: taxes] or recognized in net earnings, as appropriate.

Open foreign currency derivative contracts at December 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] were insignificant.

| Natural gas | | $ | 19,288 | | | $ | 48,221 | |

| Aluminum | | | 7,249 | | | | 18,122 | |

| Copper | | | 4,081 | | | | 10,204 | |

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

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

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

In [removed: 2020,] [added: 2021,] we recycled approximately [removed: 17.8] [added: 20.4] million gross tons of scrap steel.

Segments, [removed: Principle] [added: Principal] Products Produced, and Markets and Marketing

The steel mills segment is Nucor’s largest segment, representing [removed: 60%] [added: 66%] of the Company’s sales to external customers in the year ended December 31, [removed: 2020.][added: 2021.]

We are a leading domestic provider for most of the products we supply, and, in many cases (e.g., structural steel, merchant bar steel, steel joist and deck, pre-engineered metal buildings, steel [removed: piling and] [added: piling,] cold finish bar [removed: steel),] [added: steel, steel electrical conduit pipe and insulated metal panels),] we are the leading supplier.

The steel mills segment sold approximately [removed: 18,049,000] [added: 20,296,000] tons to outside customers in [removed: 2020.][added: 2021.]

[removed: ][added: ]

In [removed: 2020, 80%] [added: 2021, 79%] of the shipments made by our steel mills segment were to external customers.

We estimate that [removed: approximately 70%] [added: greater than 80%] of our sheet steel sales in [removed: 2020] [added: 2021] were to contract customers.

| | • | *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. [removed: 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] [added: The benefits] of [added: high strength, low alloy beams are increasingly recognized by Nucor’s customers in] the [removed: 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] [added: construction sector. These include savings] in [removed: shape to that] [added: terms] of [added: construction time, weight, space, and overall environmental impact. Nucor sells its high-strength, low alloy beams under] the [removed: finished beam than traditional methods.] [added: trade name AEOSTM.] |

Nucor owns a 50% economic and voting interest in NuMit, a company that owns 100% of the equity interest in Steel Technologies LLC (“Steel Technologies”), an operator of [removed: 26] [added: 30] strategically located sheet processing facilities in the United States, Canada and Mexico.

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

In the steel products segment, Nucor produces hollow structural section (“HSS”) steel tubing, electrical conduit, steel [added: racking, steel] joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, steel fasteners, metal building systems, [added: insulated metal panels,] steel grating and expanded metal, and wire and wire mesh.

| | • | *Tubular Products* – The Nucor Tubular Products (“NTP”) group has eight tubular facilities that are strategically located in close proximity to Nucor’s sheet mills as they are a consumer of hot-rolled coil. The NTP group produces HSS steel tubing, mechanical steel tubing, [added: galvanized solar torque tube,] piling, sprinkler pipe, heat-treated tubing and electrical conduit. HSS steel tubing, mechanical steel tubing and sprinkler pipe are used in structural and mechanical applications, including nonresidential construction, infrastructure, agricultural, automotive and construction equipment end-use markets. Heat-treated tubing and electrical conduit are primarily used to protect and route electrical wiring in various nonresidential structures such as hospitals, schools, office buildings, hotels, stadiums and shopping malls. [removed: Total annual NTP capacity] [added: Solar torque tube] is [removed: approximately 1,365,000 tons.] [added: an essential component for ground-mount solar systems.] |

| | • | *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, [added: utilities and airports) and various building projects, including hospitals, schools, stadiums, commercial office buildings and multi-tenant residential construction. We sell and install fabricated reinforcing products primarily on a construction contract bid basis.] |

Total annual rebar fabrication capacity is approximately [removed: 1,650,000] [added: 1,686,000] tons.

| | • | *Vulcraft/Verco* – The Vulcraft/Verco group is the nation’s largest producer and leading innovator of open-web steel joists, joist girders and steel [removed: deck,] [added: decking,] which are used primarily for nonresidential building construction. Steel joists and joist girders are produced and marketed throughout the United States by seven domestic Vulcraft facilities. The Vulcraft/Verco group’s steel decking is produced and marketed throughout the United States by nine domestic plants. Six of these plants are adjacent to Vulcraft joist facilities. The Vulcraft/Verco group also has two plants in Canada, one in Eastern Canada and one in Western Canada, that produce both joist and deck. The annual joist production capacity is approximately 745,000 tons and the annual deck production capacity is approximately 560,000 tons. |

| | • | *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 group currently has [removed: nine metal buildings plants with] an annual capacity of approximately 360,000 [removed: tons, as well as an insulated metal panels company in Laurens, South Carolina whose products are utilized in metal buildings made by the Nucor Buildings group as well as other applications.] [added: tons.] |

| | • | *Steel mesh, grating and fasteners* [removed: -] [added: –] Nucor manufactures wire products, grating and industrial fasteners. |

The annual production capacity for our grating business is approximately [removed: 80,000] [added: 46,500] tons.

Nucor’s raw materials investments are focused on creating an advantage for [removed: its] [added: our] steelmaking operations, through a global information network and a multi-pronged and flexible approach to metallics supply.

| | • | *Scrap recycling and brokerage operations* - DJJ operates six regional scrap recycling companies across the United States that together have shredders capable of processing approximately [removed: 5,000,000] [added: 5,478,000] tons of ferrous scrap annually. DJJ’s scrap recycling operations use industry-leading expertise and technology to maximize metal recovery and minimize waste. DJJ also operates [removed: 11] [added: 12] self-serve used auto parts stores called U Pull-&-Pay that complement its recycling operations. |

In [removed: 2020,] [added: 2021,] approximately 9% of the ferrous and nonferrous metals and scrap substitute tons we 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 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 [removed: (“Nucor Steel Louisiana”)] also benefits from favorable logistics and proximity to its steel mill customers. |

Nucor’s DRI production [added: and brokering] capabilities provide our steel mills flexibility to quickly adjust [removed: the] [added: their] metallic [added: input] mix to changing market [removed: conditions and] [added: conditions, enabling them] to maintain [added: cost] competitiveness in the [removed: sometimes-volatile] [added: often-volatile ferrous] scrap market.

With the potential for high-quality scrap [removed: becoming] [added: to become] scarcer, coupled with the risk of third-party supplier disruptions, Nucor’s DRI facilities provide a greater degree of certainty over [removed: its] metallics [removed: supply.][added: supply to its steel mills.]

Natural gas produced by Nucor’s drilling operations is being sold to third parties to [added: partially] 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: 2020] [added: 2021] represented [removed: less than] [added: approximately] 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 products and capabilities, improve our cost structure, enhance our operational flexibility and [removed: provide additional channels to market for] [added: increase] our [removed: products.][added: exposure to markets with attractive growth prospects; such as datacenters, warehouses and renewable energy.]

These investments totaled approximately [removed: $4.24] [added: $6.34] billion over the last three years, with approximately [removed: 95%] [added: 75%] going to capital expenditures and the remainder going to acquisitions.

We believe that [removed: our focus on lowering costs and diversifying our operations] [added: these investments] will [removed: enable] [added: help] us [removed: to] deliver profitable long-term growth.

Further, we believe shifting our product mix to a greater proportion of value-added products [removed: and increasing end-use market diversity] will make us less susceptible to being negatively impacted by imports.

[removed: Several] [added: Nucor has several] new capital projects [added: and an acquisition of majority ownership position a joint venture in the steel mills segment] that support our expansion of value-added product offerings and cost-reduction [removed: strategies were completed in 2020.][added: strategies.]

The significant developments in Nucor’s business in recent years have [added: largely] been driven by our capital allocation strategy.

That dividend payout represents [removed: 19%] [added: 13%] of cash flows from operations during that three-year period.

The Company repurchased [removed: $39.5 million] [added: $3.28 billion] of its common stock in [removed: 2020 ($298.5] [added: 2021 ($39.5] million in [removed: 2019] [added: 2020] and [removed: $854.0] [added: $298.5] million in [removed: 2018).][added: 2019).]

Over the past three years, we have returned approximately [removed: 61%] [added: 58%] of our net income in this manner.

At December 31, [removed: 2020,] [added: 2021,] the Company had approximately [removed: $1.16] [added: $3.85] billion available for share repurchases under the [removed: current] [added: currently authorized] share repurchase program.

We intend to execute on [removed: this] [added: our capital allocation] 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 [removed: 2020,] [added: 2021,] our net debt to total capital was approximately [removed: 13%] [added: 14%] and we had cash and cash equivalents, short-term investments and restricted cash and cash equivalents on hand of [removed: $3.16] [added: $2.76] billion.

At the end of [removed: 2020,] [added: 2021,] 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.

The remaining 21% of the steel mills segment’s shipments went to our steel products segment.

In December 2021, Nucor announced that it expects to build a rebar micro mill at a to-be-determined location in the South Atlantic region.

In January 2022, Nucor announced that it expects to build a new, state-of-the-art sheet mill in West Virginia.

In February 2022, Nucor completed its acquisition of a majority ownership position in California Steel Industries, Inc. (“CSI”), a flat-rolled steel converter, based in Fontana, California, expanding the reach of Nucor’s sheet mill group to the west coast of the United States.

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.

In August 2021, Nucor acquired Hannibal Industries, Inc. (Hannibal), a leading national provider of steel racking solutions.

Total annual NTP capacity is approximately 1,500,000 tons.

In March 2021, Nucor announced that it expects to build a new tube mill on the site of its Kentucky sheet mill.

| | • | *Insulated Metal Panels* – In August 2021, Nucor purchased the assets of the insulated metal panels business (“IMP”) of Cornerstone Building Brands, Inc. (“Cornerstone”), which is comprised of two industry leading brands, CENTRIA and Metl\-Span. This acquisition, combined with Nucor’s existing IMP business, TrueCore, LLC (“TrueCore”), form the Nucor Insulated Panel Group. The Nucor Insulated Panel group has nine manufacturing locations and has an annual capacity of approximately 92,000 tons. |

| | • | *Universal Industrial Gases (UIG)* – Nucor acquired UIG in 2019 so that we would have the capability to build and operate our own air separation units (“ASU”) to serve our steel mills, providing us with an alternative to long term service contracts with outside providers. Where economies of scale and regional market conditions warrant, we can also sell excess output from these plants on a merchant basis. We have one ASU in operation at our plate mill in Hertford County, North Carolina and three additional stand-alone facilities that are currently operating. Three more facilities are currently under construction at Nucor facilities. |

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Customers and Markets

We believe that nonresidential construction is the largest end-use market that we serve.

Products from our steel mills and steel products segment are used in a variety of nonresidential construction applications (e.g., commercial, industrial, infrastructure).

In recent years we have come to see our EAF-based steelmaking method, with its lower greenhouse gas (“GHG”) intensity when compared with blast furnace technology, as a competitive advantage for reasons beyond its flexible, highly variable cost base.

Many of our customers are expressing greater concern for the GHG emissions in their supply chains and are prioritizing sourcing their steel requirements from EAF-based steelmakers for incorporation into their projects and products.

We have developed branded product lines to leverage this, and other advantages conferred by our specialized capabilities.

| | • | Our AEOSTM line of high strength, low alloy steel beams is one such example. AEOSTM’s benefits are increasingly recognized by Nucor’s customers in the construction sector. These include savings in terms of construction time, weight, space and overall environmental impact. |

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| | • | Our ECONIQTM line of net zero carbon steel is another example. We launched ECONIQTM during 2021 and have found strong interest from customers in both the automotive and construction end-use markets. These are the two largest end-use markets for steel in the United States. |

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We have also invested in people and processes to organize more of our commercial activities around large customers and end-use markets (e.g., automotive, construction, wind energy and solar energy).

We have developed dedicated teams who are tasked with developing relationships and educating decision makers in these sectors.

We believe this has resulted in earlier and more thoughtful consideration being given to steel-based solutions from Nucor, and a better appreciation for some our unique products and capabilities, such as AEOSTM and ECONIQTM.

| | • | Nucor has completed construction of a new $325 million third generation flexible galvanizing line with an annual capacity of approximately 500,000 tons at our Nucor Steel Arkansas facility. We believe this project, combined with Nucor Steel Arkansas’ specialty cold mill that has been in operation for more than two years, uniquely positions Nucor among North American EAF steelmakers to provide the high-strength, light-weight steels that are increasingly in demand from the automotive and other sectors. |

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| | • | Nucor has completed construction of its approximately $650 million investment to modernize and expand the production capability at its Gallatin flat-rolled sheet mill located in Ghent, Kentucky. The project is expected to begin start-up in the first quarter of 2022 and will increase the production capability of the mill from approximately 1,400,000 tons to approximately 3,000,000 tons annually once fully online. This project gives the Gallatin mill new, thicker slab casting and wider coil capabilities, expanding our product portfolio into markets currently served by higher-cost competitors. |

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| | • | Construction continues on our $1.70 billion state-of-the-art plate mill in Brandenburg, Kentucky on the Ohio river. We expect that the new plate mill will begin production in the fourth quarter of 2022. The mill will be capable of producing approximately 1,200,000 tons per year of steel plate products. With the capability to manufacture nearly all the different types of plate products consumed in the United States, we believe this mill will position Nucor as the supplier of choice in the domestic plate market. We expect domestic demand for steel plate to grow in the coming years as offshore wind farms are permitted and developed with increasing frequency. Steel plate is essential to constructing offshore wind towers, as is steel rebar. |

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| | • | In January 2022, Nucor announced that its new state-of-the-art sheet mill will be located in Mason County, West Virginia. Nucor’s West Virginia mill will have an annual capacity of 3,000,000 tons, with related total expected capital expenditures of approximately $2.70 billion. Construction is expected to take two years pending permit and regulatory approvals. |

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The new mill will be equipped to produce 84-inch sheet products, and among other features, will include a 76-inch tandem cold mill and two galvanizing lines.

Galvanizing capabilities will include an advanced high-end automotive line with full inspection capabilities as well as a construction-grade line.

In addition to its advanced capabilities and strategic location, the new greenfield mill’s product mix is anticipated to have a significantly lower GHG intensity than competitors who have historically supplied the region.

| | • | In December 2021, Nucor announced construction of a rebar micro mill, with spooling capabilities, which is expected to be located in the South Atlantic region. This would be Nucor's third rebar micro mill, joining its existing micro mills in Missouri and Florida, both of which began operations in 2020. This $350 million investment will have an annual capacity of approximately 430,000 tons and is expected to be in operation in 2023. |

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These mills are referred to as micro mills because they have a smaller operational footprint than our older rebar mills, as well as less productive capacity – typically about 400,000 tons per year.

The remaining 20% of the steel mills segment’s shipments went to our tubular products, piling distributor, joist, deck, rebar fabrication, fastener, metal buildings and cold finish operations.

| | | utilities and airports) and various building projects, including hospitals, schools, stadiums, commercial office buildings and multi-tenant residential construction. We sell and install fabricated reinforcing products primarily on a construction contract bid basis. |

Longer-term supply contracts may or may not permit us to adjust our prices to reflect changes in prevailing raw material costs.

Customers

A significant portion of our steel mills and steel products segments’ sales are into the commercial, industrial and municipal construction markets.

Nucor’s $245 million rebar micro mill near Kansas City in Sedalia, Missouri finished commissioning in the second quarter of 2020 and is capable of producing approximately 380,000 tons annually.

We believe that positioning the micro mill near the Kansas City market will provide us with a freight cost advantage relative to more distant suppliers, and we will also benefit from the scrap supply in the immediate area provided by our existing DJJ operations.

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.

We believe this new micro mill will also benefit from the scrap supply in the immediate area provided by

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

Also in December 2020, Nucor Steel Kankakee, Inc. finished commissioning its full-range merchant bar quality mill with approximately 500,000 tons of annual capacity at its existing mill in Bourbonnais, Illinois at a cost of $187 million.

Like the new micro mills, we believe that the Kankakee mill will also benefit from logistical advantages serving its customers and low-cost scrap supply.

Nucor is constructing a new $325 million 3rd generation flexible galvanizing line with an annual capacity of approximately 500,000 tons at our Nucor Steel Arkansas facility.

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.

The new galvanizing line is expected to be operational in the second half of 2021.

In September 2018, Nucor announced an approximately $650 million investment to modernize and expand the production capability at its Gallatin flat-rolled sheet mill located in Ghent, Kentucky.

This investment will increase the production capability from approximately 1,400,000 tons to approximately 3,000,000 tons annually and will increase the maximum coil width to approximately 73 inches.

This expansion is expected to be completed in the second half of 2021 and complements the mill’s new $200 million hot band galvanizing and pickling line that completed its first full year of production in 2020.

In January 2019, Nucor announced plans to build a state-of-the-art plate mill, which will be based in Brandenburg, Kentucky on the Ohio river.

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

In addition to growing through capital expansions at our existing operations and acquisitions, Nucor also uses joint ventures as a platform for growth.

Nucor-JFE, our joint venture with JFE Steel Corporation of Japan, in which Nucor has 50% ownership, resumed production in late 2020 after lengthy government-mandated shutdowns related to the COVID-19 pandemic.

Located in central Mexico, Nucor-JFE will supply galvanized sheet steel to the growing Mexican automotive market.

The investment totaled $360 million, with Nucor's share of these amounts being 50%.

Nucor’s sheet mills are expected to provide a significant portion of the hot-rolled steel substrate that will be consumed by Nucor-JFE.

The COVID-19 pandemic has exacerbated the ongoing risks Nucor and the entire steel industry face from excess global steelmaking capacity, particularly in non-market economies.

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

Steel production in China rose from approximately 1.10 billion tons in 2019 to approximately 1.16 billion tons in 2020.

As a result, China’s share of global crude steel production rose from 53.3% in 2019 to 56.6% in 2020.

China’s largest steel companies are state-owned and receive significant financial support from the Chinese government.

The Section 232 steel tariffs implemented in 2018 continue to be effective in preventing the dumping of steel products in the U.S. market.

Successful industry trade cases over the past several years have had an impact on import levels as well.

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.

The agreement has several provisions that we believe will benefit the steel industry, including requiring that higher levels of a vehicle’s content, including steel, be produced in North America for a vehicle to qualify for zero tariffs, and that 70% of the steel used in vehicles be melted and poured in North America.

There are also provisions addressing currency manipulation and state-owned enterprises.

Another major source of raw materials used in the production of steel is pig iron.

As with scrap and iron ore, we source pig iron from a number of international suppliers.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

Indicate by check mark whether the [removed: registrant:] [added: registrant] (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

The aggregate market value of the registrant’s common stock held by non-affiliates was approximately [removed: $12.43] [added: $28.21] 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, July [removed: 4, 2020.][added: 3, 2021.]

The number of shares of the registrant’s common stock outstanding as of February [removed: 19, 2021] [added: 18, 2022] was [removed: 298,045,858.][added: 269,124,863.]

Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the registrant’s [removed: 2021] [added: 2022] Annual Meeting of Stockholders are incorporated by reference in Part III of this report to the extent described herein.

| | | Item 1A. | | [Risk Factors](#ITEM_1A_RISK_FACTORS) | | | [removed: 14] [added: 18] | |

| | | Item 1B. | | [Unresolved Staff Comments](#ITEM_1B_UNRESOLVED_STAFF_COMMENTS) | | | [removed: 19] [added: 24] | |

| | | Item 2. | | [Properties](#ITEM_2_PROPERTIES) | | | [removed: 20] [added: 25] | |

| | | Item 3. | | [Legal Proceedings](#ITEM_3_LEGAL_PROCEEDINGS) | | | [removed: 21] [added: 26] | |

| | | Item 4. | | [Mine Safety Disclosures](#ITEM_4_MINE_SAFETY_DISCLOSURES) | | | [removed: 21] [added: 26] | |

| | | [Information About Our Executive Officers](#INFORMATION_ABOUT_OUR_EXECUTIVE_OFFICERS) | | | | | [removed: 21] [added: 26] | |

| | | 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: 24] [added: 29] | |

| | | Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ITEM_7_MANAGEMENTS_DISCUSSION_ANALYSIS_F) | | | [removed: 26] [added: 31] | |

| | | Item 7A. | | [Quantitative and Qualitative Disclosures About Market Risk](#ITEM_7A_QUANTITATIVE_QUALITATIVE_DISCLOS) | | | [removed: 44] [added: 49] | |

| | | Item 8. | | [Financial Statements and Supplementary Data](#ITEM_8_FINANCIAL_STATEMENTS_SUPPLEMENTAR) | | | [removed: 45] [added: 50] | |

| | | Item 9. | | [Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](#ITEM_9_CHANGES_IN_DISAGREEMENTS_WITH_ACC) | | | [removed: 83] [added: 91] | |

| | | Item 9A. | | [Controls and Procedures](#ITEM_9A_CONTROLS_PROCEDURES) | | | [removed: 83] [added: 91] | |

| | | Item 9B. | | [Other Information](#ITEM_9B_OR_INFORMATION) | | | [removed: 83] [added: 91] | |

| | | Item 10. | | [Directors, Executive Officers and Corporate Governance](#ITEM_10) | | | [removed: 84] [added: 92] | |

| | | Item 11. | | [Executive Compensation](#ITEM_11) | | | [removed: 84] [added: 92] | |

| | | Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ITEM_12) | | | [removed: 84] [added: 92] | |

| | | Item 13. | | [Certain Relationships and Related Transactions, and Director Independence](#ITEM_13) | | | [removed: 84] [added: 92] | |

| | | Item 14. | | [Principal Accountant Fees and Services](#ITEM_14) | | | [removed: 84] [added: 92] | |

| | | Item 15. | | [Exhibits and Financial Statement Schedules](#ITEM_15_EXHIBITS_FINANCIAL_STATEMENT_SCH) | | | [removed: 85] [added: 93] | |

| | | Item 16. | | [Form 10-K Summary](#ITEM_16_FORM_10K_SUMMARY) | | | [removed: 89] [added: 97] | |

| | | [SIGNATURES](#SIGNATURES) | | | | | [removed: 90] [added: 98] | |

For the Fiscal Year Ended December 31, 2021

Item 6.

\[Reserved\] 30

| | | Item 9C. | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ITEM_9C_DISCLOSURE_REGARDING_FOREIGN_JUR) | | | 91 | |

| | | | | | | | | |

Yes ☒ No ☐

| | | Item 6. | | [Selected Financial Data](#ITEM_6_SELECTED_FINANCIAL_DATA) | | | 25 | |

We own [removed: all] [added: most] of our principal operating facilities.

| Blytheville, Arkansas | | | [removed: 2,980,000] [added: 3,000,000] | | | Structural steel, sheet steel |

| Hickman, Arkansas | | | [removed: 2,350,000] [added: 2,730,000] | | | Flat-rolled steel |

| Plymouth, Utah | | | [removed: 1,220,000] [added: 1,280,000] | | | Steel shapes |

| Jewett, Texas | | | [removed: 1,080,000] [added: 1,170,000] | | | Steel shapes |

| Auburn, New York | | | [removed: 530,000] [added: 510,000] | | | Steel shapes |

| Frostproof, Florida | | | [removed: 310,000] [added: 340,000] | | | Steel shapes |

| Brigham City, Utah | | | [removed: 970,000] [added: 1,000,000] | | | Joists, cold finished bar, building systems |

| Chemung, New York | | | [removed: 550,000] [added: 560,000] | | | Joists, deck |

In the steel products segment, we have [removed: 81] [added: 89] operating facilities, excluding the locations listed above, in 38 states with [removed: 30] [added: 29] operating facilities in Canada and two in Mexico.

In the raw materials segment, we have [removed: 88] [added: 94] operating facilities in 22 states with one operating facility in Point Lisas, Trinidad.

DJJ has [removed: 82] [added: 88] operating facilities in 21 states along with multiple brokerage offices in the United States and certain other foreign locations.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments in [removed: 2020] [added: 2021] were approximately [removed: 82%, 71%] [added: 94%, 76%] and [removed: 67%] [added: 75%] of production capacity, respectively.

Behr [removed: (47),] [added: (48),] Executive Vice President of Plate and Structural Products, was named EVP in May 2020.

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

[removed: Feldman (56),] [added: Jellison (63),] Executive Vice President of Raw Materials, was named EVP in [removed: 2018.][added: January 2021.]

Mr. [removed: Feldman] [added: Frias] has announced that he will retire [removed: in] [added: effective] June [removed: 2021.][added: 11, 2022.]

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

[removed: Frias* (64),] [added: Frias (65)] has [removed: been] [added: served as] Chief Financial Officer, Treasurer and Executive Vice President since 2010.

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 [added: more than] 30 years with Nucor, including several controller and business development roles.

Murphy [removed: (56), was named] [added: (58),] Executive Vice President of Business Services and General Counsel, [removed: effective] [added: was named EVP in] January 2021.

Needham [removed: (55), was named] [added: (56),] Executive Vice President of [added: Bar, Engineered] Bar and Rebar Fabrication [removed: Products, effective] [added: Products was named EVP in] February 2021.

Rex Query [removed: (55), was named] [added: (56),] Executive Vice President of Sheet and Tubular Products, [removed: effective] [added: was named EVP in] January 2021.

[added: MaryEmily Slate (57), Executive Vice President of Commercial, was named EVP in May 2019,] Ms. Slate began her career with Nucor in 2000 as a District Sales Manager at Nucor Steel Arkansas.

Sumoski [removed: (54),] [added: (55),] was named Chief Operating Officer, [removed: effective] [added: in] January 2021.

Topalian* [removed: (52),] [added: (53),] has served as President and Chief Executive Officer since January 2020.

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

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

Hannibal Industries, Inc., which

we acquired during 2021, has leased square footage of approximately 630,000 square feet in Los Angeles, California, and has leased square footage of approximately 420,000 square feet in Houston, Texas.

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

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.

Craig A.

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

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 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 appointment in 2007 as DJJ’s Executive Vice President, Recycling Operations.

Mr. Feldman became a Vice President and General Manager of Nucor when DJJ was acquired by Nucor in 2008.

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

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

Joseph Company and Logistics, effective January 2021.

Raymond S.

Napolitan, Jr. (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 President of Nucor in 2007.

Mr. Napolitan began his Nucor career in 1996 as Engineering Manager of Nucor Building Systems-Indiana, and later served as General Manager of Nucor Building Systems-Texas.

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.

Our common stock is listed and traded on the New York Stock Exchange under the symbol “NUE.” As of January 31, [removed: 2021,] [added: 2022,] there were approximately [removed: 14,000] [added: 13,000] stockholders of record of our common stock.

Nucor paid a total dividend of [removed: $1.61] [added: $1.62] per share in [removed: 2020] [added: 2021] compared with [removed: $1.60] [added: $1.61] per share in [removed: 2019.][added: 2020.]

In December [removed: 2020,] [added: 2021,] the Board of Directors increased the base quarterly cash dividend on Nucor’s common stock to [removed: $0.405] [added: $0.50] per share from [removed: $0.4025] [added: $0.405] per share.

In February [removed: 2021,] [added: 2022,] the Board of Directors declared Nucor’s [removed: 192nd] [added: 196th] consecutive quarterly cash dividend of [removed: $0.405] [added: $0.50] per share payable on May 11, [removed: 2021] [added: 2022] to stockholders of record on March 31, [removed: 2021.][added: 2022.]

[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 [removed: Group] Index, all at year-end [removed: 2015.][added: 2016.]

Nucor common stock comprised [removed: 32%] [added: 39%] of the S&P 1500 Steel [removed: Group] Index at year-end [removed: 2020 (43%] [added: 2021 (36%] at year-end [removed: 2015).][added: 2016).]

[removed: ][added: ]

Our share repurchase program activity for each of the three months and the quarter ended December 31, 2021 was as follows (in thousands, except per share amounts):

| | | Total Number of Shares Purchased | | | | Average Price Paid per Share (1) | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) | | |

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

| October 3, 2021—October 30, 2021 | | | 900 | | | $ | 111.22 | | | | 900 | | | $ | 1,839,967 | |

| October 31, 2021—November 27, 2021 | | | 8,358 | | | $ | 112.24 | | | | 8,358 | | | $ | 901,865 | |

| November 28, 2021—December 31, 2021 | | | 4,199 | | | $ | 110.50 | | | | 4,199 | | | $ | 3,849,489 | |

| For the Quarter Ended December 31, 2021 | | | 13,457 | | | | | | | | 13,457 | | | | | |

| (1) | Includes commissions of $0.17 per share. |

| --- | --- |

| (2) | On December 2, 2021, the Company announced that the Board of Directors had approved a new share repurchase program under which the Company is authorized to repurchase up to $4.00 billion of the Company’s common stock and terminated all previously authorized share repurchase programs. The share repurchase authorization is discretionary and has no expiration date. |

| --- | --- |

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

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: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Information concerning the year ended December 31, [removed: 2019] [added: 2020] and a comparison of the years ended December 31, [removed: 2019] [added: 2020] and [removed: December 31, 2018] [added: 2019] 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: 2019,] [added: 2020,] filed with the SEC on February [removed: 28, 2020.][added: 26, 2021.]

Operating rates at our steel mills for the full year [removed: 2020 decreased] [added: 2021 increased] to [removed: 82%] [added: 94%] as compared to [removed: 84%] [added: 82%] for the full year [removed: 2019.][added: 2020.]

In periods of rapidly increasing raw material prices in the industry, which are often also associated with periods of [removed: strong] [added: stronger] or rapidly improving steel market conditions, being able to increase our prices for the products we sell quickly enough to offset increases in the prices we pay for ferrous scrap is challenging but critical to maintaining our profitability.

During periods of stronger or [added: rapidly] improving steel market conditions, we are more likely to be able to pass through to our customers, relatively quickly, the increased costs of ferrous scrap and scrap substitutes, protecting our gross margins from significant erosion.

During [added: periods of] weaker or rapidly deteriorating steel market conditions, weak steel demand, low industry utilization rates and the impact of imports create an even more intensified competitive environment and increased pricing pressure.

Approximately [removed: 70%] [added: 80%] of our sheet sales were to contract customers in [removed: 2020 (75%] [added: 2021 (70%] in [removed: 2019),] [added: 2020),] with the balance being sold in the spot market at the prevailing prices at the time of sale.

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

Conversely, in periods of decreasing scrap prices, we typically experience a short-term margin [removed: expansion.][added: expansion on contract tons.]

Our highly variable, low-cost structure, combined with our financial strength and liquidity, [removed: has] [added: have] allowed us to successfully navigate cyclical, severely depressed steel industry market conditions in the past.

Most of the steel we produce in our mills is sold to outside customers [removed: (80%] [added: (79%] in [removed: both 2020] [added: 2021] and [removed: 2019),] [added: 80% in 2020),] but a significant percentage is used internally by many of the facilities in our steel products segment [removed: (20%] [added: (21%] in [removed: both 2020] [added: 2021] and [removed: 2019).][added: 20% in 2020).]

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

Comparison of [removed: 2020] [added: 2021] to [removed: 2019][added: 2020]

[added: By comparison,] Nucor reported consolidated net earnings of [added: $721.5 million, or] $2.36 per diluted [removed: share in 2020 and $4.14 per diluted share] [added: share,] in [removed: 2019.][added: 2020.]

[removed: Of note, the] [added: The] 2020 [added: effective rate included a net] tax [removed: provision benefited from] [added: benefit of] $201.9 million [removed: related to certain] [added: (-24.16%) for a] tax [removed: deductions claimed related to] [added: loss on] our [removed: now exited] investment in Duferdofin Nucor, [removed: $39.7] [added: a net tax benefit of $45.2] million [removed: related to certain] [added: (-5.41%) for] state tax [removed: credits] [added: credits,] and [added: a federal tax benefit of] $48.2 million [removed: related to] [added: (-5.77%) for] the [removed: anticipated] carryback of a [removed: 2020] [added: federal] tax net operating loss [added: (an “NOL”)] under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

The following discussion will provide greater quantitative and qualitative analysis of Nucor’s performance in [removed: 2020] [added: 2021] as compared to [removed: 2019.][added: 2020.]

Net sales to external customers by segment for [removed: 2020] [added: the years ended December 31, 2021] and [removed: 2019] [added: 2020] were as follows (in thousands):

| | | [removed: 2020] [added: 2021] | | [removed: 2019] [added: 2020] | | % Change |

| Steel products | | [removed: 6,623,068] [added: 9,727,943] | | [removed: 6,990,064] [added: 6,623,068] | | [removed: \-5%] [added: 47%] |

| Raw materials | | [removed: 1,407,283] [added: 2,610,600] | | [removed: 1,664,844] [added: 1,407,283] | | [removed: \-15%] [added: 86%] |

| Total net sales to external customers | | [removed: $20,139,658] [added: $36,483,939] | | [removed: $22,588,858] [added: $20,139,658] | | [removed: \-11%] [added: 81%] |

Net sales for [removed: 2020 decreased 11%] [added: 2021 increased 81%] from the prior year.

Average sales price per ton [removed: decreased 7%] [added: increased 64%] from [removed: $851] [added: $789] in [removed: 2019] [added: 2020] to [removed: $789] [added: $1,292] in [removed: 2020.][added: 2021.]

Total tons shipped to outside customers [removed: decreased 4%] [added: increased 11%] from [removed: 26,532,000] [added: 25,519,000] tons in [removed: 2019] [added: 2020] to [removed: 25,519,000] [added: 28,247,000 tons] in [removed: 2020.][added: 2021.]

In the steel mills segment, sales tons [added: for the years ended December 31, 2021 and 2020] were as follows (in thousands):

| Outside steel shipments | | [removed: 18,049] [added: 20,296] | | [removed: 18,585] [added: 18,049] | | [removed: \-3%] [added: 12%] |

| Inside steel shipments | | [removed: 4,637] [added: 5,394] | | [removed: 4,771] [added: 4,637] | | [removed: \-3%] [added: 16%] |

| Total steel shipments | | [removed: 22,686] [added: 25,690] | | [removed: 23,356] [added: 22,686] | | [removed: \-3%] [added: 13%] |

Net sales for the steel mills segment [removed: decreased 13%] [added: increased 99%] in [removed: 2020] [added: 2021] from the prior year due to a [removed: 10% decrease] [added: 78% increase] in the average sales price per ton, from [removed: $748] [added: $671] in [removed: 2019] [added: 2020] to [removed: $671] [added: $1,195] in [removed: 2020,] [added: 2021,] as well as a [removed: 3% decrease] [added: 12% increase] in [removed: total] tons [removed: shipped] [added: sold] to outside customers.

Outside sales tonnage for the steel products segment [added: for the years ended December 31, 2021 and 2020] was as follows (in thousands):

| Joist sales | | [removed: 557] [added: 702] | | [removed: 499] [added: 557] | | [removed: 12%] [added: 26%] |

| Deck sales | | [removed: 496] [added: 536] | | [removed: 495] [added: 496] | | [removed: —] [added: 8%] |

| Cold finished sales | | [removed: 406] [added: 495] | | [removed: 498] [added: 406] | | [removed: \-18%] [added: 22%] |

| Rebar fabrication sales | | 1,232 | | [removed: 1,223] [added: 1,232] | | [removed: 1%] [added: \-] |

| Piling products sales | | [removed: 649] [added: 554] | | [removed: 638] [added: 649] | | [removed: 2%] [added: \-15%] |

| Tubular products sales | | [removed: 1,080] [added: 1,013] | | [removed: 1,053] [added: 1,080] | | [removed: 3%] [added: \-6%] |

| Other steel products sales | | [removed: 374] [added: 447] | | [removed: 408] [added: 374] | | [removed: \-8%] [added: 20%] |

| Total steel products sales | | [removed: 4,794] [added: 4,979] | | [removed: 4,814] [added: 4,794] | | [removed: —] [added: 4%] |

Net sales for the steel products segment [removed: decreased 5%] [added: increased 47%] in [removed: 2020] [added: 2021] from the prior year due to a [removed: 5% decrease] [added: 41% increase] in [added: the] average sales price per [removed: ton.][added: ton, from $1,382 in 2020 to $1,954 in 2021, as well as a 4% increase in volumes.]

The U.S. economy experienced strong growth in 2021, growing by 5.7%, the largest annual increase since 1984.

This performance was a significant improvement over 2020 when the economy shrank by 3.4% in response to the onset of the COVID-19 pandemic.

The COVID-19 pandemic continued to have an impact on our business and operations, but the impact was significantly lessened than that experienced in 2020.

Market demand in 2021 was very strong across most of the end markets we serve and selling prices for steel and steel products were at historically high levels.

Global steel production overcapacity continues to be an ongoing risk to Nucor and the entire steel industry, with the OECD estimating that global steel production overcapacity is currently approximately 500 million tons, which is down slightly from previous years.

However, additional capacity continues to come online and China’s steel production, the largest steel producing country, is still near record levels.

In 2021, China’s steel production was 1.13 billion tons compared to the record amount of 1.16 billion tons the previous year.

Circumvention of trade duties also continues to pose a risk, as countries route products through third-party countries to evade duties.

Increasingly, China is seeking to evade trade duties by building new steelmaking capacity in other countries with a focus on neighboring countries in southeast Asia.

Nucor reported consolidated net earnings of $6.83 billion, or $23.16 per diluted share, in 2021, making it by far the most profitable year in the Company’s history.

This record year more than doubled the previous record for consolidated net earnings, which was $2.36 billion set in 2018, and more than tripled the previous record for diluted earnings per share, which was $7.42 per diluted share that was also set in 2018.

All three of Nucor’s operating segments reported very strong profitable in 2021.

The steel mills segment operated at a 94% average utilization rate in 2021, as end-use market demand remained very strong throughout the year.

Higher volumes, combined with increases in average selling prices that outpaced increases in the average cost of scrap and scrap substitutes, resulted in robust metal margins and record profits for the steel mills segment in 2021.

The steel products segment also had its most profitable year in 2021, surpassing its previous record that was set in 2020.

This record performance was due to the continued strong demand in nonresidential construction markets.

Most of the businesses within the steel products segment had increased profitability in 2021 compared to 2020, with the biggest increases coming from our joist, deck and tubular products businesses.

The raw materials segment also had its most profitable year in 2021 and was significantly increased from 2020.

DJJ’s scrap brokerage and processing operations benefited from higher average selling prices and volumes.

Our DRI facilities had a strong year of profitability in 2021, particularly in the first half of the year due to rising raw material prices.

As the year progressed, the DRI facilities’ profitability waned as the cost of consumed iron ore increased and selling prices for scrap substitutes began to decrease.

| Steel mills | | $24,145,396 | | $12,109,307 | | 99% |

| | | 2021 | | 2020 | | % Change |

Average selling prices for our sheet, bar, structural and plate mills increased substantially in 2021 as compared to 2020.

| | | 2021 | | 2020 | | % Change |

We are seeing the trend of lower scrap prices as we begin 2022.

| | • | Gross margins in the steel products segment in 2021 increased significantly as compared to 2020, primarily due to strong demand in nonresidential construction markets and the aforementioned increases in average selling prices. The majority of the businesses within the steel products segment had increased profitability in 2021 as compared to 2020, most notably at our joist, deck and tubular products businesses. Partially offsetting these increases in profitability was the decreased profitability of our rebar fabrication businesses, which had a strong year of profitability in 2020. |

Equity in (earnings) losses of unconsolidated affiliates was ($103.1) million in 2021 and $10.5 million in 2020.

(“Duferdofin Nucor”).

During 2021, Nucor recorded a non-cash loss on assets of $42.0 million related to our leasehold interest in unproved oil and natural gas properties in the raw materials segment.

Also included in the 2021 results were losses on assets of $20.2 million in the steel products segment.

Net interest expense for the years ended December 31, 2021 and 2020 was as follows (in thousands):

| | | 2021 | | | | 2020 | | |

Interest expense decreased in 2021 compared to 2020 due to lower average interest rates on debt and an increase in capital interest.

| | | 2021 | | | | 2020 | | |

Driving the significant increase in earnings at Nucor-Yamato in 2021 was higher average selling prices, volumes and metal margins.

On November 5, 2021, Nucor completed an offer to exchange its existing 2.979% Notes due 2055 (the “2055 Notes”) that were not registered under the Securities Act of 1933, as amended (the “Securities Act”) for a like principal amount of notes having terms substantially identical as the 2055 Notes and that are registered under the Securities Act.

In November 2021, Nucor amended and restated its revolving credit facility to increase the borrowing capacity from $1.50 billion to $1.75 billion and to extend its maturity date to November 5, 2026.

Our revolving credit facility remains undrawn.

| | | 2021 | | | | 2020 | | |

| --- | --- |

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.

Industry-wide, the U.S. capacity utilization rate was 68% for 2020, down from 80% in 2019.

Economic conditions improved in the second half of 2020 and we are optimistic about market conditions heading into 2021.

We expect the nonresidential construction and automotive markets to remain strong.

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.

The Section 232 steel tariffs continued to be effective in keeping unfairly traded imports out of the U.S. market.

For the full year 2020, finished steel imports were down approximately 23% from the previous year and accounted for approximately 18% of U.S. market share.

Sales of many of our products are largely dependent upon capital spending in the nonresidential construction markets in the United States, including in the industrial and commercial sectors, as well as capital spending on infrastructure that is publicly funded, such as bridges, schools, prisons and hospitals.

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

While the Section 232 tariffs are having their intended impact by keeping unfairly traded imports out of the U.S. market, global steel production overcapacity continues to be a long-term challenge.

Steel production in China rose in 2020, going from approximately 1.10 billion tons in 2019 to approximately 1.16 billion tons in 2020 – an increase of 5.5%.

As a result, China’s share of global crude steel production rose from 53.3% in 2019 to 56.6% in 2020.

The OECD projects that global excess steel production capacity was approximately 776 million tons in 2020, up from 624 million tons at the end of 2019, which was itself up significantly from the prior year.

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.

| | | | | [Management’s Report on Internal Control Over Financial Reporting](#MANAGEMENTS_REPORT_ON_INTERNAL_CONTROL) | | | [removed: 46] [added: 51] | |

| | | | | [Report of [added: PricewaterhouseCoopers LLP] Independent Registered Public Accounting Firm](#Report_of_Independent_Registered_Public) [added: (PCAOB ID: 238)] | | | [removed: 47] [added: 52] | |

| | | | | [Consolidated Balance Sheets](#CONSOLIDATED_BALANCE_SHEETS) | | | [removed: 50] [added: 55] | |

| | | | | [Consolidated Statements of Earnings](#CONSOLIDATED_STATEMENTS_OF_EARNINGS) | | | [removed: 51] [added: 56] | |

| | | | | [Consolidated Statements of Comprehensive Income](#CONSOLIDATED_STATEMENTS_COMPREHENSIVE_IN) | | | [removed: 52] [added: 57] | |

| | | | | [Consolidated Statements of Stockholders’ Equity](#CONSOLIDATED_STATEMENTS_STOCKHOLDERS_EQU) | | | [removed: 53] [added: 58] | |

| | | | | [Consolidated Statements of Cash Flows](#CONSOLIDATED_STATEMENTS_CASH_FLOWS) | | | [removed: 54] [added: 59] | |

| | | | | [Notes to Consolidated Financial Statements](#NOTES_TO_CONSOLIDATED_FINANCIAL_STATEMEN) | | | [removed: 55] [added: 60] | |

Management assessed the effectiveness of Nucor’s internal control over financial reporting as of December 31, [removed: 2020.][added: 2021.]

Based on its assessment, management concluded that Nucor’s internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

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: 2020] [added: 2021] as stated in their report which is included herein.

We have audited the accompanying consolidated balance sheets of Nucor Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of earnings, of comprehensive income, of [removed: stockholders’] [added: stockholders'] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] 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: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: 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: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] 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: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: the accompanying] Management’s Report on Internal Control [removed: over] [added: Over] Financial [removed: Reporting.][added: Reporting appearing under Item 8.]

[added: A company’s internal] control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

[removed: Goodwill] [added: *Goodwill] Impairment Analysis - Rebar Fabrication Reporting [removed: Unit][added: Unit*]

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $2.2] [added: $2.8] billion as of December 31, [removed: 2020,] [added: 2021,] and total goodwill associated with the Rebar Fabrication reporting unit was [removed: $364.3] [added: $363.0] million.

Management completed its [removed: 2020] [added: 2021] goodwill impairment analysis as of the first day of the fourth quarter of [removed: 2020.][added: 2021.]

These procedures also included, among others, testing management’s process for developing the fair value estimate of the Rebar Fabrication reporting unit; evaluating the appropriateness of the discounted cash flow model; [added: testing the completeness, accuracy, and relevance of underlying data used in the model; and evaluating the significant assumptions used by management related to the sales prices, raw material costs, terminal year growth rate and discount rate.]

| | | [added: 2021 | | | |] 2020 | | | | 2019 | | |

| Cash and cash equivalents (Note 14) | | $ | [removed: 2,639,671] [added: 2,364,858] | | | $ | [removed: 1,534,605] [added: 2,639,671] | |

| Short-term investments (Notes 3 and 14) | | | [removed: 408,004] [added: 253,005] | | | | [removed: 300,040] [added: 408,004] | |

| Accounts receivable, net (Note 4) | | | [removed: 2,298,850] [added: 3,853,972] | | | | [removed: 2,160,102] [added: 2,298,850] | |

| Inventories, net (Note 5) | | | [removed: 3,569,089] [added: 6,011,182] | | | | [removed: 3,842,095] [added: 3,569,089] | |

| Other current assets [removed: (Note] [added: (Notes 13, 14 and] 19) | | | [removed: 573,048] [added: 316,540] | | | | [removed: 389,528] [added: 573,048] | |

| Total current assets | | | [removed: 9,488,662] [added: 12,799,557] | | | | [removed: 8,226,370] [added: 9,488,662] | |

| Property, plant and equipment, net (Notes 6 and 7) | | | [removed: 6,899,110] [added: 8,114,818] | | | | [removed: 6,178,555] [added: 6,899,110] | |

| Restricted cash and cash equivalents (Notes 14 and 24) | | | [removed: 115,258] [added: 143,800] | | | | [removed: —] [added: 115,258] | |

| Goodwill (Note 8) | | | [removed: 2,229,672] [added: 2,827,344] | | | | [removed: 2,201,063] [added: 2,229,672] | |

| Other intangible assets, net (Note 8) | | | [removed: 668,021] [added: 1,103,759] | | | | [removed: 742,186] [added: 668,021] | |

| Other assets (Notes 6 and 9) | | | [removed: 724,671] [added: 833,794] | | | | [removed: 996,492] [added: 724,671] | |

| Total assets | | $ | [removed: 20,125,394] [added: 25,823,072] | | | $ | [removed: 18,344,666] [added: 20,125,394] | |

| Short-term debt (Notes 11 and 14) | | $ | [removed: 57,906] [added: 107,723] | | | $ | [removed: 62,444] [added: 57,906] | |

| Current portion of long-term debt and finance lease obligations (Notes 6, 11 and 14) | | | [removed: 10,885] [added: 615,678] | | | | [removed: 29,264] [added: 10,885] | |

| Accounts payable (Note 10) | | | [removed: 1,432,159] [added: 1,974,041] | | | | [removed: 1,201,698] [added: 1,432,159] | |

| Salaries, wages and related accruals (Note 17) | | | [removed: 462,727] [added: 1,495,166] | | | | [removed: 510,844] [added: 462,727] | |

| Accrued expenses and other current liabilities (Notes 6, 10, 13, 15, 16 and 23) | | | [removed: 664,183] [added: 964,805] | | | | [removed: 659,524] [added: 664,183] | |

| Total current liabilities | | | [removed: 2,627,860] [added: 5,157,413] | | | | [removed: 2,463,774] [added: 2,627,860] | |

Our assessment did not include the internal controls over financial reporting of the insulated metal panels (“IMP”) business of Cornerstone Building Brands, Inc. (“Cornerstone”) and Hannibal Industries, Inc. (“Hannibal”), which were acquired on August 9, 2021 and August 20, 2021, respectively.

Total assets (excluding goodwill and intangible assets, which are included within the scope of our assessment) and total revenues of these combined acquisitions collectively represent 2.67% and 1.12%, respectively, of the related consolidated financial statement amounts as of and for the fiscal year ended December 31, 2021.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded the insulated metal panels (“IMP”) business of Cornerstone Building Brands, Inc. and Hannibal Industries, Inc. (“Hannibal”) from its assessment of internal control over financial reporting as of December 31, 2021, because they were acquired by the Company in purchase business combinations during 2021.

We have also excluded IMP and Hannibal from our audit of internal control over financial reporting.

IMP and Hannibal are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately 2.67% and 1.12%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.

February 28, 2022

| | | 2021 | | | | 2020 | | |

| Net earnings in 2021 | | | 7,122,370 | | | | — | | | | — | | | | — | | | | 6,827,461 | | | | — | | | | — | | | | — | | | | 6,827,461 | | | | 294,909 | |

| Stock options exercised | | | 145,255 | | | | — | | | | — | | | | 38,434 | | | | — | | | | — | | | | (2,868 | ) | | | 106,821 | | | | 145,255 | | | | — | |

| Treasury stock acquired | | | (3,276,088 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 33,802 | | | | (3,276,088 | ) | | | (3,276,088 | ) | | | — | |

| BALANCES, December 31, 2021 | | $ | 14,603,794 | | | | 380,154 | | | $ | 152,061 | | | $ | 2,140,608 | | | $ | 17,674,100 | | | $ | (115,282 | ) | | | 107,742 | | | $ | (5,835,098 | ) | | $ | 14,016,389 | | | $ | 587,405 | |

| Net earnings | | $ | 7,122,370 | | | $ | 836,028 | | | $ | 1,370,910 | |

| Proceeds from exercise of stock options | | | 145,255 | | | | 11,846 | | | | 16,145 | |

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

| | | December 31, 2021 |

| 2022 | | $ | 22,802 | | | $ | 26,256 | |

| 2023 | | | 19,003 | | | | 24,591 | |

| 2024 | | | 15,994 | | | | 19,762 | |

| 2025 | | | 11,769 | | | | 17,992 | |

| 2026 | | | 8,938 | | | | 16,404 | |

| Thereafter | | | 32,057 | | | | 159,649 | |

| Total lease payments | | $ | 110,563 | | | $ | 264,654 | |

| | | | 18,504,467 | | | | 16,754,603 | |

| | | $ | 8,114,818 | | | $ | 6,899,110 | |

In the second quarter of 2021, Nucor decided that it would not develop a portion of its unproved oil and natural gas properties (“Portion A”) within the contractually specified time period related to Portion A.

As a result of this decision, the Company will forfeit its leasehold rights for Portion A.

The Company recorded a charge of $42.0 million to write off the value of Portion A that is included in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2021.

The decision not to develop Portion A was heavily influenced by the approaching deadline to commence development combined with Portion A’s expected near-term profitability not achieving management’s desired returns relative to the cost of development.

A significant portion of the Company’s remaining leasehold interest in unproved oil and natural gas properties are held by production.

Accordingly, management does not believe the value assigned to those portions needs to be evaluated at this time.

The carrying value of the remaining portions of unproved oil and natural gas properties was $96.0 million at December 31, 2021.

| Acquisitions | | | 705 | | | | 553,704 | | | | 44,718 | | | | 599,127 | |

| Translation | | | — | | | | (1,455 | ) | | | — | | | | (1,455 | ) |

| Balance, December 31, 2021 | | $ | 613,175 | | | $ | 1,439,874 | | | $ | 774,295 | | | $ | 2,827,344 | |

| Other | | | 105,522 | | | | 66,954 | | | | 63,822 | | | | 41,685 | |

| | | $ | 2,195,125 | | | $ | 1,091,366 | | | $ | 1,648,149 | | | $ | 980,128 | |

Annual amortization expense is estimated to be $154.6 million in 2022, $132.9 million in 2023, $132.1 million in 2024, $131.2 million in 2025 and $128.2 million in 2026.

Although profitability fluctuates year-to-year, we currently expect the reporting unit to be profitable in 2022.

In August 2021, Nucor became an obligor with respect to an additional $197.0 million in 40-year variable-rate Green Bonds.

Funds are disbursed from the trust account as qualified expenditures for the construction of the Brandenburg facility are made.

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

A company’s internal

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

February 26, 2021

| BALANCES, December 31, 2017 | | $ | 9,084,788 | | | | 379,900 | | | $ | 151,960 | | | $ | 2,021,339 | | | $ | 8,463,709 | | | $ | (254,681 | ) | | | 61,931 | | | $ | (1,643,291 | ) | | $ | 8,739,036 | | | $ | 345,752 | |

| Net earnings in 2018 | | | 2,481,084 | | | | — | | | | — | | | | — | | | | 2,360,767 | | | | — | | | | — | | | | — | | | | 2,360,767 | | | | 120,317 | |

| Stock options exercised | | | 24,102 | | | | 210 | | | | 84 | | | | 14,675 | | | | — | | | | — | | | | (333 | ) | | | 9,343 | | | | 24,102 | | | | — | |

| Treasury stock acquired | | | (853,997 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | 13,726 | | | | (853,997 | ) | | | (853,997 | ) | | | — | |

| Issuance of common stock | | | 11,846 | | | | 16,145 | | | | 24,101 | |

investee operates; and recurring negative cash flows from operations.

Derivative Financial Instruments

Nucor periodically uses derivative financial instruments primarily to partially manage its exposure to price risk related to natural gas purchases used in the production process as well as its exposure to scrap, copper and aluminum purchased for resale to its customers.

In addition, Nucor periodically uses derivatives to partially manage its exposure to changes in interest rates on outstanding debt instruments and uses forward foreign exchange contracts to hedge cash flows associated with certain assets and liabilities, firm commitments and anticipated transactions.

Nucor recognizes all derivative financial instruments in the consolidated balance sheets at fair value.

Amounts included in accumulated other comprehensive income (loss) related to cash flow hedges are reclassified into earnings when the underlying transaction is recognized in net earnings.

Changes in fair value hedges are reported in earnings along with changes in the fair value of the hedged items.

When cash flow and fair value hedges affect net earnings, they are included in the same financial statement line as the underlying transaction (cost of products sold or interest expense).

If these instruments do not meet hedge accounting criteria, the change in fair value (or a portion thereof) is recognized immediately in earnings in the same financial statement line as the underlying transaction.

liquidation of the underlying investments.

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

| 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 | |

In the fourth quarter of 2019, due to the deteriorating natural gas pricing environment at our sales point in the Piceance Basin as well as the decreased performance of the natural gas well assets, Nucor determined a triggering event had occurred and performed an impairment analysis on all three fields of wells.

| Balance, December 31, 2018 | | $ | 591,986 | | | $ | 862,773 | | | $ | 729,577 | | | $ | 2,184,336 | |

| Translation | | | — | | | | 4,104 | | | | — | | | | 4,104 | |

| Other | | | 63,822 | | | | 41,685 | | | | 63,807 | | | | 36,968 | |

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

Annual amortization expense is estimated to be $82.7 million in 2021, $81.1 million in 2022, $80.4 million in 2023, $79.6 million in 2024 and $78.6 million in 2025.

The reporting unit’s profitability in 2020 significantly increased from 2019, and we currently expect the reporting unit to be profitable in 2021.

The Company has continued to monitor one of its reporting units, Grating, for potential triggering events since the impairment assessment performed in the third quarter of 2019.

No triggering events occurred, so the Company completed its annual goodwill impairment testing as of the first day of the fourth quarter of 2020.

The fair value of the Grating reporting unit exceeded its carrying value by approximately 88% in the most recent assessment.

As of December 31, 2020, total goodwill associated with the Grating reporting unit was $37.0 million.

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: 2020] [added: 2021] 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: 2020] [added: 2021] are included in “Item 8.

Financial Statements and Supplementary [removed: Data,”] [added: Data”] and incorporated herein by reference.

PART III

| --- | --- |

Not applicable.

PART III

The information required by this item with respect to Nucor’s executive officers appears in Part I of this report under the heading [removed: “*Information] [added: *Information] About Our Executive [removed: Officers”*] [added: Officers*] and is incorporated herein by reference.

The other information required by this item is incorporated herein by reference from Nucor’s definitive proxy statement for our [removed: 2021] [added: 2022] 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: 2020] [added: 2021] and [removed: 2019] [added: 2020] |

| | • | Consolidated Statements of Earnings—Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] |

| | • | Consolidated Statements of Comprehensive Income—Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] |

| | • | Consolidated Statements of Stockholders’ Equity—Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] |

| | • | Consolidated Statements of Cash Flows—Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] |

| [removed: 4*] [added: 4] | | [Description of Securities of Nucor [removed: Corporation](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex4_11.htm)] [added: Corporation (incorporated by reference to Exhibit 4 to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex4_11.htm)] |

| [removed: 10] [added: 10(i)] | | [2005 Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 17, 2005 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312505109485/dex101.htm) |

| [removed: 10(i)] [added: 10(ii)] | | [Amendment No. 1 to 2005 Stock Option and Award Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 29, 2007 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000114420407058382/v092455_ex10-2.htm) |

| [removed: 10(ii)] [added: 10(iii)] | | [2010 Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended July 3, 2010 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312510186127/dex101.htm) |

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

| [removed: 10(iv)] [added: 10(v)] | | [Senior Officers Annual Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) for awards granted after December 31, 2017 (incorporated by reference to Exhibit 10(iv) to the Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex10iv.htm) |

| [removed: 10(v)] [added: 10(vi)] | | [Amendment No. 1 to Senior Officers Annual Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) (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(vi)] [added: 10(vii)] | | [Senior Officers Long-Term Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) for awards granted after December 31, 2017 (incorporated by reference to Exhibit 10(v) to the Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex10v.htm) |

| [removed: 10(vii)] [added: 10(viii)] | | [Amendment No. 1 to Senior Officers Long-Term Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) (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(viii)] [added: 10(ix)] | | [Senior Officers Annual Incentive Plan, as amended and restated effective January 1, 2013, for awards granted prior to January 1, 2018 (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed March 27, 2013 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312513128184/d467131ddef14a.htm#toc467131_25) |

| [removed: 10(ix)] [added: 10(x)] | | [Senior Officers Long-Term Incentive Plan, as amended and restated effective January 1, 2013, for awards granted prior to January 1, 2018 (incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A filed March 27, 2013 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312513128184/d467131ddef14a.htm#toc467131_26) |

| [removed: 10(x)] [added: 10(xi)] | | [Form of Restricted Stock Unit Award Agreement – time-vested awards (incorporated by reference to Exhibit 10(iv) to the Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312506047010/dex10iv.htm) |

| [removed: 10(xi)] [added: 10(xii)] | | [Form of Restricted Stock Unit Award Agreement – retirement-vested awards (incorporated by reference to Exhibit 10(v) to the Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312506047010/dex10v.htm) |

| [removed: 10(xii)] [added: 10(xiii)] | | [Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended April 1, 2006 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312506100013/dex10.htm) |

| [removed: 10(xiii)] [added: 10(xiv)] | | [Form of Award Agreement for Annual Stock Option Grants used for awards granted prior to May 8, 2014 (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312512343602/d375370dex10.htm) |

| [removed: 10(xiv)] [added: 10(xv)] | | [Form of Award Agreement for Annual Stock Option Grants used for awards granted after May 7, 2014 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended July 5, 2014 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312514307878/d732444dex101.htm) |

| [removed: 10(xv)] [added: 10(xxviii)] | | [removed: [Employment] [added: [Executive Employment] Agreement of [removed: John] [added: Douglas] J. [removed: Ferriola] [added: Jellison] (incorporated by reference to Exhibit [removed: 10(vii)] [added: 10(xxx)] to the Annual Report on Form 10-K for the year ended December 31, [removed: 2001] [added: 2020] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000095016802000432/dex10vii.txt)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxx_208.htm)] |

| [removed: 10(xvi)] [added: 10(xxix)] | | [removed: [Amendment to] [added: [Executive] Employment Agreement of [removed: John] [added: Gregory] J. [removed: Ferriola] [added: Murphy] (incorporated by reference to Exhibit [removed: 10(xix)] [added: 10(xxxi)] to the Annual Report on Form 10-K for the year ended December 31, [removed: 2007] [added: 2020] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312508039702/dex10xix.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxi_206.htm)] |

| [removed: 10(xvii)] [added: 10(xx)] | | [Retirement, Separation, Waiver and Release Agreement, dated as of [removed: December 31, 2019,] [added: June 17, 2020,] by and between Nucor Corporation and [removed: John J. Ferriola] [added: Ladd R. Hall] (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed [removed: January 3,] [added: June 17,] 2020 (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520001292/d857467dex101.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520171078/d945422dex101.htm)] |

| [removed: 10(xviii)] [added: 10(xxvi)] | | [removed: [Employment] [added: [Executive Employment] Agreement of [removed: R. Joseph Stratman] [added: Allen C. Behr] (incorporated by reference to Exhibit 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/v092445_ex10-1.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459020039639/nue-ex101_50.htm)] |

| [removed: 10(xix)] [added: 10(xxii)] | | [Retirement, Separation, Waiver and Release [removed: Agreement] [added: Agreement, dated as] of [removed: R. Joseph Stratman] [added: June 3, 2021, by and between Nucor Corporation and Raymond S. Napolitan, Jr.] (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed June [removed: 5, 2019] [added: 3, 2021] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312519166073/d733994dex101.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312521181330/d156720dex101.htm)] |

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

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

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

| [removed: 10(xxiii)] [added: 10(xvii)] | | [Retirement, Separation, Waiver and Release Agreement, dated as of June [removed: 17, 2020,] [added: 8, 2021,] by and between Nucor Corporation and [removed: Ladd R. Hall] [added: Craig A. Feldman] (incorporated by reference to Exhibit [removed: 10.1] [added: 10] to the [removed: Current] [added: Quarterly] Report on Form [removed: 8-K/A filed June 17, 2020] [added: 10-Q for the quarter ended July 3, 2021] (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520171078/d945422dex101.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459021043479/nue-ex10_52.htm)] |

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

| [removed: 10(xxv)] [added: 10(xxiii)] | | [Executive Employment Agreement of MaryEmily Slate (incorporated by reference to Exhibit 10.7 to the Current Report on Form 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(xxvi)] [added: 10(xxiv)] | | [Executive Employment Agreement of Leon J. Topalian (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex109.htm) |

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

| [removed: 10(xxviii)] [added: 10(xxx)] | | [Executive Employment Agreement of [removed: Allen C. Behr] [added: Daniel R. Needham] (incorporated by reference to Exhibit [removed: 10.1] [added: 10(xxxii)] to the [removed: Quarterly] [added: Annual] Report on Form [removed: 10-Q] [added: 10-K] for the [removed: quarter] [added: year] ended [removed: July 4,] [added: December 31,] 2020 (File No. 001-04119)) [removed: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459020039639/nue-ex101_50.htm)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxii_205.htm)] |

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

| [removed: 10(xxxiii)*] [added: 10(xxxi)] | | [Executive Employment Agreement of K. Rex Query [removed: (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxiii_207.htm)] [added: (incorporated by reference to Exhibit 10(xxxiii) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxiii_207.htm)] |

| [removed: 10(xxxiv)] [added: 10(xxxii)] | | [Nucor Corporation Supplemental Retirement Plan for Executive Officers (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex102.htm) |

| 21* | | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex21_12.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/73309/000156459022007679/nue-ex21_16.htm)] |

| 23* | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex23_7.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/73309/000156459022007679/nue-ex23_6.htm)] |

| 2 | | [Securities Purchase Agreement, dated as of June 5, 2021, by and among Nucor Insulated Panel Group Inc., Vulcraft Canada Inc. and Cornerstone Building Brands, Inc. (incorporated by reference to Exhibit 2 to the Quarterly Report on Form 10-Q for the quarter ended July 3, 2021 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000156459021043479/nue-ex2_133.htm) |

| 10 | | [Fourth Amended and Restated Multi-Year Revolving Credit Agreement, dated as of November 5, 2021, by and among Nucor Corporation and certain subsidiaries of Nucor Corporation, as borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended October 2, 2021 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000156459021056213/nue-ex10_148.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) |

| | | Dated: February [removed: 26, 2021] [added: 28, 2022] | | |

| Leon J. Topalian President, Chief Executive Officer and Director (Principal Executive Officer) | | [removed: Patrick J. Dempsey] [added: Norma B. Clayton] Director |

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

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

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

Dated: February [removed: 26, 2021][added: 28, 2022]

| /s/ Leon J. Topalian | | /s/ Norma B. Clayton |

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

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

| | | Laurette T. Koellner Director |

| | | |

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

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