filings.toolsNucor (NUE) 10-K risk factor changes: FY2024 vs FY2023
The 2024-12-31 10-K against the 2023-12-31 one, compared heading by heading and sentence by sentence.
Item 1A28 rewritten8 added6 removed93 unchanged
All filing items878 rewritten380 added350 removed1,680 unchanged
Summary
counted, not written
- Item 1A lists 17 risk factor headings: 4 new, 4 reworded and 9 unchanged since FY2023. 4 headings from FY2023 no longer appear.
- Sentence by sentence, 380 added, 350 removed, 878 rewritten and 1,680 unchanged across 15 items that differ.
New Item 1A headings (4)
- Our industry is cyclical and both recessions and prolonged periods of slow economic growth may negatively affect our business, results of operations, financial condition and cash flows.
- Competition from other steel producers, imports or alternative materials may negatively affect our business, results of operations, financial condition and cash flows.
- Changes in the availability and cost of electricity and natural gas are subject to volatile market conditions which may negatively affect our business, results of operations, financial condition and cash flows.
- Tax increases and changes in tax laws and regulations or exposure to additional tax liabilities may negatively affect our business, results of operations, financial conditions and cash flows.
Removed Item 1A headings (4)
- Changes in the availability and cost of electricity and natural gas are subject to volatile market conditions that could adversely affect our business.
- Competition from other steel producers, imports or alternative materials may adversely affect our business.
- Our industry is cyclical and both recessions and prolonged periods of slow economic growth could have an adverse effect on our business.
- Tax increases and changes in tax laws and regulations or exposure to additional tax liabilities could adversely affect our financial results.
Reworded Item 1A headings (4)
- Overcapacity in the global steel industry could increase the level of steel
[removed: imports,][added: imports into the United States,] which may negatively affect our business, results of operations, financial condition and cash flows. [removed: The][added: Our business and] results of[removed: our]operations[removed: are sensitive to][added: may be negatively affected by] volatility in steel prices and the cost and availability of raw materials, particularly scrap steel.- Our steelmaking processes, our DRI processes, and the manufacturing processes of many of our suppliers, customers and competitors are energy intensive and generate carbon dioxide and other GHGs. The regulation of these GHGs
[removed: could have a material adverse impact on][added: may negatively affect] our [added: business,] results of operations, financial condition and cash flows. - Risks associated with operating in international markets
[removed: could adversely][added: may negatively] affect our business,[removed: financial position and]results of[removed: operations.][added: operations, financial condition and cash flows.]
A heading is new when no FY2023 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
24 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Item 1A. . Risk Factors | 8 | 6 | 28 | 93 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 58 | 58 | 138 | 214 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk | 1 | 2 | 10 | 21 |
| Item 1. Business. | 41 | 51 | 96 | 336 |
| Item 3. Legal Proceedings. | 0 | 0 | 0 | 8 |
| Cover and table of contents | 0 | 1 | 9 | 112 |
| Item 1B. Unresolved Staff Comments | 0 | 0 | 0 | 1 |
| Item 1C. Cybersecurity | 2 | 1 | 6 | 51 |
| Item 2. Properties | 1 | 0 | 23 | 38 |
| Item 4. Mine Safety Disclosures | 7 | 5 | 15 | 53 |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 3 | 3 | 7 | 11 |
| Item 6. [Reserved]. | 0 | 0 | 0 | 0 |
| Item 8. Financial Statements and Supplementary Data | 238 | 220 | 496 | 571 |
| Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. | 0 | 0 | 0 | 1 |
| Item 9A. Controls and Procedures. | 0 | 0 | 2 | 3 |
| Item 9B. Other Information. | 0 | 0 | 1 | 0 |
| Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. | 0 | 0 | 0 | 2 |
| Item 10. Directors, Executive Officers and Corporate Governance. | 3 | 0 | 1 | 5 |
| Item 11. Executive Compensation. | 0 | 0 | 0 | 1 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. | 0 | 0 | 0 | 1 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence. | 0 | 0 | 0 | 1 |
| Item 14. Principal Accountant Fees and Services. | 0 | 0 | 0 | 2 |
| Item 15. Exhibits and Financial Statement Schedules. | 17 | 1 | 42 | 118 |
| Item 16. Form 10-K Summary. | 1 | 2 | 4 | 37 |
Underlined words on a shaded ground are new in FY2024; struck-through words were in FY2023. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. . Risk Factors
28 rewritten, 8 added, 6 removed, 93 unchanged
*Overcapacity in the global steel industry could increase the level of steel [removed: imports,] [added: imports into the United States,] which may negatively affect our business, results of operations, financial condition and cash flows.*
The OECD [added: has] estimated that global steel production overcapacity [removed: would] [added: could] grow [removed: from approximately 556.1 million metric tons in 2022] to [removed: more than 600] [added: 710] million [removed: metric] tons [removed: 2023,] [added: in 2025,] with additional capacity expected to come online over the next few years.
China continues to be a significant contributor to excess steelmaking capacity, producing more than one billion tons of steel in each of the past [removed: four] [added: five] years, despite [added: experiencing] slower economic growth.
[removed: China is] [added: Chinese steel producers are] also investing in new steelmaking capacity in several countries in southeast Asia and Africa.
Steel manufacturers in non-market [removed: economies] [added: economies, such as China,] tend not to adjust their production levels in line with regional demand and instead export significant amounts of steel and steel products at prices that can be at or below their costs of production.
These [removed: imports] [added: exports] to the [removed: U.S., which are also affected by demand in the] U.S. [removed: domestic market, international currency conversion rates, and domestic and international government actions,] can result in downward pressure on realized steel prices for Nucor, [removed: which can materially] adversely [removed: affect] [added: affecting] our business, results of operations, financial condition and cash flows.
In [removed: March] 2018, [removed: the Trump Administration imposed] a 25% tariff or quota limits [added: were imposed under the first Trump Administration under Section 232 of the Trade Expansion Act] on all imported steel products for an indefinite period of [removed: time under Section 232 of the Trade Expansion Act.][added: time.]
[removed: When] [added: If] the Section 232 or other import tariffs, quotas or duties expire or if others are further relaxed or repealed, or if relatively higher U.S. steel prices [added: or a stronger U.S. dollar] make it attractive for foreign steelmakers to export their steel products to the [removed: U.S.,] [added: United States,] despite the presence of import tariffs, quotas or duties, the resurgence of substantial imports of foreign steel could create downward pressure on U.S. steel prices.
For the three-year period ended December 31, [removed: 2023,] [added: 2024,] our total capital expenditures were approximately [removed: $5.87] [added: $7.46] billion.
[removed: We have also recently] [added: In the last three years we] announced [added: various] substantial capital projects that we expect will increase production capacity, increase the efficiency of our operations and enhance our product offerings.
*Changes in the availability and cost of electricity and natural gas are subject to volatile market conditions [removed: that could adversely] [added: which may negatively] affect our [removed: business.*][added: business, results of operations, financial condition and cash flows.*]
*Competition from other steel producers, imports or alternative materials may [removed: adversely] [added: negatively] affect our [removed: business.*][added: business, results of operations, financial condition and cash flows.*]
*Our industry is cyclical and both recessions and prolonged periods of slow economic growth [removed: could have an adverse effect on] [added: may negatively affect] our [removed: business.*][added: business, results of operations, financial condition and cash flows.*]
Our business supports cyclical industries, such as the construction, energy, metals service centers, [removed: appliance and automotive industries.]
[removed: *The] [added: *Our business and] results of [removed: our] operations [removed: are sensitive to] [added: may be negatively affected by] volatility in steel prices and the cost and availability of raw materials, particularly scrap steel.*
Although we have vertically integrated our business by constructing our DRI facilities in Trinidad and Louisiana and also by acquiring our scrap processing and brokerage [removed: operations (“DJJ”)] [added: operations, DJJ,] in 2008, we still must purchase most of our primary raw material, steel scrap, from numerous other sources located throughout the United States and internationally.
This could cause us to lose sales, incur additional costs, experience margin compressions or suffer harm to our reputation and customer [removed: relationships.][added: relationships, any of which may negatively affect our business, results of operations, financial condition and cash flows.]
The regulation of these GHGs [removed: could have a material adverse impact on] [added: may negatively affect] our [added: business,] results of operations, financial condition and cash flows.*
Furthermore, Nucor steel mills use significant amounts of electricity as all of its mills utilize EAFs for 100% of their steel melting operations and the decarbonization of electricity [added: generation may lead to high power costs and decreased reliability.]
Significant changes to the regional power grids serving our steel mills and/or new rulemaking or legislation affecting the operation of these power grids [removed: could have a material adverse impact on] [added: may negatively affect] our [added: business,] results of operations, financial condition and cash flows.
In addition to the above mentioned statutes, revisions to National Ambient Air Quality [removed: Standards,] [added: Standards (NAAQS),] including the implementation actions/decisions of environmental agencies, could make it significantly more difficult to obtain construction permits and permits to expand existing operations.
*We are subject to information technology and [removed: cyber-security] [added: cybersecurity] threats which could have an adverse effect on our business and results of operations.*
We continuously evaluate our [removed: cyber-security] [added: cybersecurity] systems and practices, assess potential threats, and improve our information technology networks, policies and procedures to address potential vulnerabilities.
Despite efforts to assure secure and uninterrupted operations, threats from increasingly sophisticated [removed: cyber-attacks] [added: cyberattacks] or system failures could result in materially adverse operational disruptions or security breaches of our systems or those of our third-party service providers.
*Risks associated with operating in international markets [removed: could adversely] [added: may negatively] affect our business, [removed: financial position and] results of [removed: operations.*][added: operations, financial condition and cash flows.*]
[removed: The COVID-19] [added: A] pandemic [removed: had and] [added: or] any [removed: future] similar [removed: events] [added: event] may have negative impacts on our operations, supply chain, transportation networks and customers, which may compress our margins or impact demand for our steel products, including as a result of preventative and precautionary measures that we, other businesses and governments have taken or may take in the future.
Furthermore, the progression of and global response to these types of public health [removed: emergencies, as was the case with the COVID-19 pandemic,] [added: emergencies] can cause and increase the risk of delays in construction activities and equipment deliveries related to our capital projects, including potential delays in obtaining permits from government agencies, as well as changes in the prices and availability of labor and equipment for capital projects.
*Tax increases and changes in tax laws and regulations or exposure to additional tax liabilities [removed: could adversely] [added: may negatively] affect our [added: business, results of operations,] financial [removed: results.*][added: conditions and cash flows.*]
However, over time the Section 232 measures were weakened through country exemptions, quota arrangements and individual product exclusions.
As a result, the Section 232 program’s coverage narrowed significantly since its initial implementation, with duties eventually applicable to less than 20% of total import volumes.
Most recently, on February 10, 2025, President Trump issued an executive order reimposing Section 232 25% tariffs on steel imports from all sources, ending country and product exemptions, and broadening the application of the tariffs to fabricated steel products.
This order is scheduled to go into effect on March 12, 2025.
There can be no assurance as to when or if Section 232 or other import tariffs, quotas or other duties may be enacted, enforced, extended, modified or terminated in the future.
appliance and automotive industries.
Emission reductions for existing operations due to a NAAQS revision can also be required.
The federal government has also implemented a "Buy Clean" guidance associated with the Inflation Reduction Act.
Since then both the Trump and Biden Administrations have negotiated tariff rate quotas with several countries allowing them to export a set amount of steel to the U.S. market without being subject to these Section 232 tariffs.
In December of 2022, the World Trade Organization (WTO) ruled that the Section 232 tariffs violated U.S. WTO commitments.
The U.S. government strongly disagrees with the ruling and is appealing.
The U.S. economy has experienced a strong recovery from the conditions experienced at the onset of the COVID-19 pandemic, but related labor shortages and supply chain disruptions, new or proposed legislation related to governmental spending, inflation and increases in interest rates have impacted, and will continue to impact, economic growth.
Even with this economic recovery, challenges from global production overcapacity in the steel industry and ongoing uncertainties, both in the United States and in other regions of the world, remain.
generation may lead to high power costs and decreased reliability.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
138 rewritten, 58 added, 58 removed, 214 unchanged
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: 2023] [added: 2024] and [removed: 2022.][added: 2023.]
Information concerning the year ended December 31, [removed: 2022] [added: 2023] and a comparison of the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] 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: 2022,] [added: 2023,] filed with the SEC on February [removed: 28, 2023.][added: 27, 2024.]
[removed: Operating] [added: As a result, operating] rates at our steel mills for the full year [removed: 2023 increased] [added: 2024 decreased] slightly to [removed: 78%] [added: 76%] as compared to [removed: 77%] [added: 78%] for the full year [removed: 2022.][added: 2023.]
Funding from the Infrastructure Investment & Jobs Act (IIJA) is [removed: starting] [added: taking longer than expected] to impact the steel market and [removed: that impact is expected to last several years.][added: has been less steel intensive than initially estimated.]
[removed: The] [added: Since being signed into law, the] CHIPS Act [added: of 2022] has [removed: already] generated announcements for dozens of new semiconductor ecosystem projects in the U.S. representing more than [removed: $200] [added: $400] billion in private investments.
More than half of Nucor products are shipped into the construction market, and Nucor’s [added: 100% domestically melted-and-poured steel and] lower carbon footprint is expected to provide an additional advantage as states and localities look to rebuild infrastructure in a sustainable manner.
[removed: However,] [added: The Organisation for Economic Co-operation and Development ( the “OECD”) estimated that global crude steel production overcapacity would grow from approximately 632 million net tons in 2024 to approximately 710 million net tons in 2025.However,] additional capacity continues to come online and China’s steel production, the largest steel producing country, is still near record levels.
In [removed: 2023,] [added: 2024,] China’s steel production was more than 1 billion tons for the [removed: fourth] [added: fifth] consecutive year.
[removed: Certain scrap] substitutes, including pig iron, have longer lead times for delivery than scrap, which can make this [added: inventory management strategy difficult to achieve.]
Risk Factors- [removed: *Industry] [added: Industry] Specific Risk [removed: Factors*"] [added: Factors"] for further discussion of raw material risks.
Approximately 80% of our sheet sales were to contract customers in [removed: 2023 (approximately 85% in 2022),] [added: 2024,] with the balance being sold in the spot market at the prevailing prices at the time of sale.
Most of the steel we produce in our mills is sold to outside customers (80% in [removed: 2023] [added: both 2024] and [removed: 78% in 2022),] [added: 2023),] but a significant percentage is used internally by many of the facilities in our steel products segment (20% in [removed: 2023] [added: both 2024] and [removed: 22% in 2022).][added: 2023).]
Comparison of [removed: 2023] [added: 2024] to [removed: 2022][added: 2023]
Nucor reported consolidated net earnings of [removed: $4.52] [added: $2.03] billion, or [removed: $18.00] [added: $8.46] per diluted share, in [removed: 2023,] [added: 2024,] which decreased compared to [removed: $7.61] [added: $4.53] billion, or [removed: $28.79] [added: $18.00] per diluted share, in [removed: 2022, the latter of which was the most profitable year in the Company’s history.][added: 2023.]
The primary driver for the decrease in earnings in [removed: 2023] [added: 2024] as compared to [removed: 2022] [added: 2023] was the decreased [removed: profitability] [added: earnings] of the steel [removed: mills] [added: products] segment.
[removed: Metal margin in] [added: Despite] the [removed: steel mills segment decreased significantly] [added: decrease] in [removed: 2023 as] [added: average scrap and scrap substitute costs in 2024] compared to [removed: 2022,] [added: 2023, metal margins decreased] as [removed: decreases] [added: the decrease] in average selling prices [removed: outpaced decreases] [added: was greater than the decrease] in [added: average] scrap and [added: scrap] substitute costs.
[removed: Average] [added: The steel products segment experienced decreased average] selling prices and [added: lower] volumes [removed: both decreased for the steel products segment] in [removed: 2023] [added: 2024] as compared to [removed: 2022.][added: 2023.]
[removed: Earnings] [added: Gross margins] in the raw materials segment decreased [added: significantly] in [removed: 2023] [added: 2024] as compared to [removed: 2022 primarily] [added: 2023] due to [added: the] decreased [removed: earnings at] [added: profitability of] our [removed: DRI facilities and] scrap processing operations.
The following discussion will provide greater quantitative and qualitative analysis of Nucor’s performance in [removed: 2023] [added: 2024] as compared to [removed: 2022.][added: 2023.]
Net sales to external customers by segment for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] were as follows (in [removed: thousands):][added: millions):]
| | | [removed: 2023] [added: 2024] | | | | [removed: 2022] [added: 2023] | | | | % Change | | |
| Total net sales to external customers | | $ | [removed: 34,713,501] [added: 30,734] | | | $ | [removed: 41,512,467] [added: 34,714] | | | | [removed: \-16] [added: \-11] | % |
Net sales for [removed: 2023] [added: 2024] decreased [removed: 16%] [added: 11%] from the prior year.
Average sales price per ton decreased [removed: 15%] [added: 10%] from [removed: $1,626] [added: $1,377] in [removed: 2022] [added: 2023] to [removed: $1,377] [added: $1,241] in [removed: 2023.][added: 2024.]
Total tons shipped to outside customers decreased [removed: 1%] [added: 2%] from [removed: 25,524,000] [added: 25,205,000] tons in [removed: 2022] [added: 2023] to [removed: 25,205,000] [added: 24,767,000] tons in [removed: 2023.][added: 2024.]
In the steel mills segment, sales tons for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] were as follows (in thousands):
| Outside steel shipments | | | [removed: 18,552] [added: 18,480] | | | | [removed: 18,200] [added: 18,552] | | | [added: \-] | [removed: 2] | [removed: %] |
| Inside steel shipments | | | [removed: 4,721] [added: 4,646] | | | | [removed: 5,041] [added: 4,721] | | | | [removed: \-6] [added: \-2] | % |
| Total steel shipments | | | [removed: 23,273] [added: 23,126] | | | | [removed: 23,241] [added: 23,273] | | | [removed: \-] | [added: \-1] | [added: %] |
Net sales for the steel mills segment decreased [removed: 17%] [added: 7%] in [removed: 2023] [added: 2024] compared to the prior year due to an [removed: 18%] [added: 7%] decrease in the average sales price per ton, from [removed: $1,324 in 2022 to] $1,084 in [removed: 2023, partially offset by a 2% increase in tons sold] [added: 2023] to [removed: outside customers.][added: $1,013 in 2024.]
Average selling prices for our sheet, bar, structural, and plate mills decreased in [removed: 2023] [added: 2024] as compared to [removed: 2022.][added: 2023.]
Outside sales tonnage for the steel products segment for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] was as follows (in thousands):
| Joist sales | | | [removed: 510] [added: 391] | | | | [removed: 671] [added: 510] | | | | [removed: \-24] [added: \-23] | % |
| Deck sales | | | [removed: 401] [added: 321] | | | | [removed: 515] [added: 401] | | | | [removed: \-22] [added: \-20] | % |
| Rebar fabrication sales | | | [removed: 1,169] [added: 1,020] | | | | [removed: 1,282] [added: 1,169] | | | | [removed: \-9] [added: \-13] | % |
| Tubular products sales | | | [removed: 949] [added: 856] | | | | [removed: 950] [added: 949] | | | [removed: \-] | [added: \-10] | [added: %] |
| Other steel products sales | | | [removed: 596] [added: 1,192] | | | | [removed: 687] [added: 1,209] | | | | [removed: \-13] [added: \-1] | % |
| Total steel products sales | | | [removed: 4,486] [added: 4,018] | | | | [removed: 5,015] [added: 4,486] | | | | [removed: \-11] [added: \-10] | % |
Net sales for the steel products segment decreased [removed: 15%] [added: 21%] in [removed: 2023] [added: 2024] from the prior year due to a [removed: 5%] [added: 12%] decrease in the average sales price per ton, from [removed: $3,003] [added: $2,845] in [removed: 2022] [added: 2023] to [removed: $2,845] [added: $2,510] in [removed: 2023,] [added: 2024,] as well as [removed: an 11%] [added: a 10%] decrease in volumes.
While the U.S. economy and consumer confidence remained resilient in 2024, steel market demand softened, particularly in regard to high interest rate-sensitive construction sectors and due to economic and political uncertainty in the run-up to the presidential election.
It is unclear if the change in the presidential administration will impact any steel intensive projects funded under these federal programs going forward.
Global steel production overcapacity continues to be an ongoing risk to Nucor and the health of the entire steel industry.
Certain scrap
Earnings decreased across all three operating segments in 2024 as compared to 2023.
The decrease in profitability of our joist and deck businesses had the greatest impact on the decrease in profitability of the steel products segment in 2024 as compared to 2023, as average selling prices and volumes continued to moderate from the historically high levels reached in 2022.
Despite comparable volumes, earnings in the steel mills segment decreased in 2024 as compared to
2023 primarily due to lower average selling prices which drove lower metal margins.
Also contributing to the decrease in earnings in the steel mills segment in 2024 as compared to 2023 was the increase in pre-operating and start-up costs related to several growth investments that are in various stages of construction or start-up within the segment.
Earnings in the raw materials segment decreased in 2024 as compared to 2023 due to the decreased profitability of DJJ’s scrap processing operations and the impact of an $83 million impairment charge of a long-term note receivable that management determined was no longer collectible.
| Steel mills | | $ | 18,734 | | | $ | 20,093 | | | | \-7 | % |
| Steel products | | | 10,085 | | | | 12,759 | | | | \-21 | % |
| Raw materials | | | 1,915 | | | | 1,862 | | | | 3 | % |
| | | 2024 | | | | 2023 | | | | % Change | | |
| | | 2024 | | | | 2023 | | | | % Change | | |
| Building systems sales | | | 238 | | | | 248 | | | | \-4 | % |
The primary driver for the decrease in gross margins in 2024 as compared to 2023 was the decrease in gross margins in the steel products segment.
Gross margins decreased across most businesses within the segment due to lower volumes and decreased average selling prices.
The largest decreases were at our joist and deck businesses, as average selling prices and volumes continued to moderate from the historically high levels reached in 2022.
Gross margins in the steel mills segment decreased 2024 compared to 2023 due to decreased metal margins.
Included in 2024 net earnings were $137 million of losses and impairments of assets (none in 2023).
During the third quarter of 2024, management determined that it was probable that a long-term note receivable in the raw materials segment would no longer be collectable and recorded an $83 million impairment charge to fully reserve the note receivable.
The other primary component of losses and impairments of assets in 2024 was a $40 million impairment charge of certain assets, mostly property, plant, and equipment, net, related to a business in the steel products segment.
| | | 2024 | | | | 2023 | | |
| Interest expense | | $ | 228 | | | $ | 246 | |
| Interest income | | | (258 | ) | | | (276 | ) |
Interest expense decreased in 2024 compared to 2023 due to an increase in capitalized interest.
| | | 2024 | | | | 2023 | | |
| Steel products | | | 1,596 | | | | 3,444 | |
| Raw materials | | | 40 | | | | 254 | |
| | | (Dollars in millions) | | | | | | |
| | | 2024 | | | | 2023 | | |
| | | (Dollars in millions) | | | | | | |
| | | 2024 | | | | 2023 | | |
From year-end 2023 to year-end 2024, inventories decreased resulting in an inflow of $518 million due primarily to an 18% decrease in raw material tons.
The $1.24 billion increase in cash used in investing activities was primarily due to $758 million used in 2024 to fund acquisitions compared to $71 million used to fund acquisitions in 2023.
$565 million of this was used in the acquisition of Rytec in 2024.
Capital expenditures for 2025 are estimated to be approximately $3.00 billion.
Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt.
| Long-term debt | | $ | 6,725 | | | $ | 1,025 | | | $ | 597 | | | $ | 619 | | | $ | 4,484 | |
The U.S. economy grew at a faster rate in 2023 – 2.5 percent – compared to 1.9 percent the prior year.
Steel market demand in 2023 remained strong across many of the end markets we serve, particularly nonresidential construction.
These steel-intensive projects are expected to create an estimated 5 to 8 million tons of additional annual steel demand in the coming years.
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 would grow from approximately 550 million metric tons in 2022 to more than 600 million tons in 2023.
inventory management strategy difficult to achieve.
Though decreased from the prior year, 2023 represented the third most profitable year in Nucor’s history.
All product groups within the steel mills segment had lower metal margin in 2023 as compared to 2022, with the largest decrease at our sheet mills.
Earnings of the steel products segment decreased in 2023 following a record-setting year for profitability in 2022.
The primary driver for the decreased earnings of the steel products segment in 2023 was the reduced profitability of the joist and deck businesses, both of which had very strong earnings in 2022.
Partially offsetting these decreases were increases in profitability at the segment's rebar fabrication, garage doors, insulated metal panels and tubular products businesses in 2023 as compared to 2022.
The Company's rebar fabrication business set a new record for profitability in 2023.
Included in the earnings of the raw materials segment in 2022 was the $96.0 million write-off of our leasehold interest in unproved oil and gas properties after the Company’s management determined that it was unlikely to develop the leasehold interests in the future.
| Steel mills | | $ | 20,092,662 | | | $ | 24,189,858 | | | | \-17 | % |
| Steel products | | | 12,758,939 | | | | 15,060,328 | | | | \-15 | % |
| Raw materials | | | 1,861,900 | | | | 2,262,281 | | | | \-18 | % |
| Cold finished sales | | | 428 | | | | 467 | | | | \-8 | % |
| Piling products sales | | | 433 | | | | 443 | | | | \-2 | % |
The primary driver for the decrease in gross margins in 2023 as compared to 2022 was the decrease in metal margins in the steel mills, primarily due to lower metal margins per ton and decreases in average selling prices outpacing decreases in scrap costs.
Gross margins in the steel products segment decreased in 2023 as compared to 2022 primarily due to moderating prices and margin compression at our joist and deck facilities.
Gross margins in the raw materials segment decreased significantly in 2023 as compared to 2022 due to the decreased profitability of our scrap brokerage and recycling operations.
During 2022, Nucor recorded a non-cash loss on assets of $96.0 million related to our leasehold interest in unproved oil and natural gas properties in the raw materials segment and an impairment charge of $5.8 million related to machinery and equipment in the steel products segment.
| | | 2023 | | | | 2022 | | |
| Interest expense | | $ | 245,954 | | | $ | 218,911 | |
| Interest income | | | (275,586 | ) | | | (48,695 | ) |
Interest expense increased in 2023 compared to 2022 due to higher average interest rates on debt and an increase in average debt outstanding.
| Steel products | | | 3,443,950 | | | | 4,093,105 | |
| Raw materials | | | 253,506 | | | | 496,823 | |
The 2022 effective tax rate included a net tax benefit of $76.4 million (-0.75%) for state tax credits, and a net tax benefit of $88.0 million (-0.86%) related to a change in the valuation allowance of a state deferred tax asset.
Notes”) and $550.0 million aggregate principal amount of its 3.850% Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “2032/2052 Notes”).
| | | (Dollars in thousands) | | | | | | |
throughout the business cycle.
From year-end 2022 to year-end 2023, inventories increased resulting in an outflow of $75.0 million due to a 10% increase in inventory tons.
The decrease in federal income taxes receivable is mainly a function of the timing of federal tax payments.
The $3.2 billion decrease in cash used in investing activities was primarily due to $70.8 million used in 2023 to fund acquisitions compared to $3.55 billion used to fund acquisitions in 2022, including, primarily the purchase of CHI in June 2022 and the purchase of a 51% controlling ownership in CSI in February 2022.
Capital expenditures for 2024 are estimated to be approximately $3.5 billion as compared to actual expenditures of approximately $2.2 billion in 2023.
The primary source of cash offsetting these uses of cash was proceeds from long-term debt, net of discount to the public, of $2.09 billion in 2022 (none in 2023).
These IDRBs represented 20% of Nucor’s long-term debt outstanding at December 31, 2023.
| Long-term debt | | $ | 6,737,725 | | | $ | 60,000 | | | $ | 1,071,500 | | | $ | 1,078,000 | | | $ | 4,528,225 | |
| Estimated interest on long-term debt (1) | | | 3,782,754 | | | | 265,449 | | | | 475,190 | | | | 407,985 | | | | 2,634,130 | |
| Finance leases | | | 266,677 | | | | 23,466 | | | | 42,562 | | | | 39,952 | | | | 160,697 | |
An excerpt. Shown here: 40 of 138 rewritten, 40 of 58 added and 40 of 58 removed. The counts are complete. For every sentence, read Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the FY2024 filing and the FY2023 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
10 rewritten, 1 added, 2 removed, 21 unchanged
At December 31, [removed: 2023,] [added: 2024,] approximately [removed: 20%] [added: 21%] of Nucor’s long-term debt was [removed: in industrial revenue bonds that have] [added: comprised of instruments with] variable interest [removed: rates] [added: rates, primarily IDRBs] that are adjusted weekly.
The remaining [removed: 80%] [added: 79%] of Nucor’s long-term debt was at fixed rates.
As of December 31, [removed: 2023,] [added: 2024,] there were no such contracts outstanding.
*Commodity Price Risk* – In the ordinary course of business, Nucor is exposed to market risk for price fluctuations of raw materials and energy, principally [removed: scrap] [added: scrap,] steel, other ferrous and nonferrous metals, alloys and natural gas.
We attempt to negotiate the best prices for our raw [removed: materials] [added: material] and energy requirements and to obtain prices for our steel products that match market price movements in response to supply and demand.
Nucor also periodically uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in the production process and to hedge a portion of our [added: steel,] scrap, aluminum and copper purchases and sales.
At December 31, [removed: 2023,] [added: 2024,] accumulated other comprehensive loss, net of income taxes included [removed: $13.9] [added: $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: 2023,] [added: 2024,] due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in [removed: thousands):][added: millions):]
| Natural gas | | $ | [removed: 12,270] [added: 11] | | | $ | [removed: 30,670] [added: 28] | |
Open foreign currency derivative contracts at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] were insignificant.
| Other commodities | | | 9 | | | | 23 | |
| Aluminum | | | 6,818 | | | | 17,079 | |
| Copper | | | 2,871 | | | | 7,190 | |
Item 1. Business.
96 rewritten, 41 added, 51 removed, 336 unchanged
In [removed: 2023,] [added: 2024,] we recycled approximately [removed: 18.4] [added: 18] million gross tons of scrap steel.
The steel mills segment is Nucor’s largest segment, representing [removed: 58%] [added: 61%] of the Company’s sales to external customers in the year ended December 31, [removed: 2023.][added: 2024.]
The steel mills segment also includes Nucor’s equity method investment in NuMit LLC (“NuMit”) (see “Steel joint [removed: ventures”-] [added: venture”-] below), as well as international trading and distribution companies that buy and sell steel manufactured by the Company and other steel producers.
approximately [removed: 18,552,000] [added: 18,480,000] tons to outside customers in [removed: 2023.][added: 2024.]
In [removed: 2023,] [added: 2024,] 80% of the shipments made by our steel mills segment were to external customers.
Steel produced by our bar mills has a wide usage serving end markets, including the agricultural, automotive, construction, energy, [removed: furniture,] [added: infrastructure,] machinery, metal building, railroad, recreational equipment, shipbuilding, heavy truck and trailer market segments.
We estimate that greater than 80% of our sheet steel sales in [removed: 2023] [added: 2024] were to contract customers.
In January 2022, Nucor announced it had selected Mason County, West Virginia as the site for its new [removed: 3-million-ton] [added: three-million-ton] state-of-the-art sheet mill.
When operational, the new mill will be equipped to produce 84-inch sheet products, and among other features, will include a 76-inch [removed: tandem cold mill and two galvanizing lines capable of producing advanced high-end automotive and construction grades.]
Considering Nucor’s production capabilities and the mix of plate products generally produced and marketed, the capacity of the plate mills is estimated at approximately [removed: 4,000,000] [added: 3,600,000] tons per year.
[removed: Plate] [added: Certain plate] steel products come in standard sizes and grades, which allows us to maintain inventory levels of these products to meet our customers’ expected orders.
*Steel joint venture* - 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: 30] [added: 32] strategically located sheet processing facilities in the United States, Canada and Mexico.
In the steel products segment, Nucor produces steel joists and joist girders, steel deck, galvanized torque tubes used in solar arrays, hollow structural section (“HSS”) steel tubing, electrical conduit, fabricated concrete reinforcing steel, cold finished steel, steel fasteners, steel grating and expanded metal, wire and wire mesh, metal building systems, insulated metal panels, steel [removed: racking,] [added: racking for warehouse systems and data centers,] overhead doors, and utility towers and structures for communications and energy transmission.
[removed: Except for our overhead doors business, which at present is focused primarily on the garage door repair and replacement market, our] [added: Our] steel products businesses primarily serve the nonresidential construction and infrastructure markets.
*Vulcraft/Verco* – The Vulcraft/Verco group is the nation’s leading producer of open-web steel joists, joist girders and steel decking, which are used primarily for nonresidential building [added: construction.]
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, [added: data centers,] hotels, stadiums and shopping malls.
[removed: Solar] [added: Galvanized solar] torque tube is an essential component for ground-mount solar systems.
The total capacity of the Nucor cold finished bar and wire facilities is approximately [removed: 1,069,000] [added: 1,065,000] tons per year.
Nucor also produces mesh in Canada at [removed: the Harris Steel Group, Inc. ("Harris") operations of] Laurel Steel.
Complete metal building packages can be customized and combined with other materials such as glass, [removed: wood] [added: wood, insulated metal panels] and masonry to produce cost-effective, energy efficient, aesthetically pleasing buildings designed to the customers’ special requirements.
[removed: *Warehouse Systems*] [added: *Racking*] – Nucor [removed: Warehouse Systems (“NWS”)] [added: Racking Group (“NRG”)] produces and installs [added: standard and] custom designed steel racking systems for [removed: a variety of] [added: warehouse] applications, including [removed: data centers] [added: rack supported buildings] and [removed: warehouses.][added: warehouses designed to leverage emerging automatic storage and retrieval (ASRS) technology.]
[removed: *Overhead doors*] [added: *Door Technologies*] – In June 2022, Nucor acquired C.H.I. Overhead Doors, LLC (“CHI”), a leading manufacturer of overhead doors for residential and commercial markets in the United States and Canada.
In 2023, Nucor announced it will build [removed: two] new manufacturing locations to expand NTS adjacent to Nucor's existing steel mills in Decatur, Alabama and Crawfordsville, Indiana.
[removed: In the raw materials segment, Nucor produces DRI and, through our DJJ subsidiary,] [added: Joseph Company and its affiliates ("DJJ"),] brokers ferrous and nonferrous metals, pig iron, [removed: HBI] [added: hot briquetted iron] and DRI; supplies ferro-alloys; and processes ferrous and nonferrous scrap metal.
*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: 5,878,000] [added: 5,648,000] tons of ferrous scrap annually.
In [removed: 2023,] [added: 2024,] approximately 8% of the ferrous and nonferrous metals and scrap substitute tons we brokered and processed were sold to external customers.
Nucor operates two DRI plants which supplied approximately [removed: 3,350,000] [added: 3,500,000] metric tons of material with world-class metallization rates and carbon content to our steel mills in [removed: 2023.][added: 2024.]
[removed: Process Gases] [added: *Process Gases*] – Universal Industrial Gases ("UIG") provides the capability to build and operate our own air separation units to serve our steel mills, providing us with an alternative to [removed: long term] [added: long-term] service contracts with outside providers.
As of December 31, [removed: 2023,] [added: 2024,] Nucor had six industrial gas plants operating, and eight others at various stages of commissioning, construction, or planning.
Our largest single customer in [removed: 2023] [added: 2024] represented approximately 5% of sales and consistently pays within terms.
Customers are expressing greater concern for the GHG emissions in their supply chains and are prioritizing sourcing their steel requirements from [removed: EAF-based] [added: EAF] steelmakers for incorporation into their projects and products.
We launched ECONIQTM during 2021 and [removed: have found] [added: continue to find] interest from customers in both the automotive and construction end-use markets.
Our ElcyonTM line of sustainable heavy gauge steel plate product will be made specifically for [removed: America’s] wind energy producers.
We have also invested in people and processes to organize more of our commercial activities around large customers and end-use [removed: markets (e.g., automotive, construction, wind energy and solar energy).][added: markets.]
Consistent with our strategy to Grow the Core, Expand Beyond and Live our Culture, Nucor has invested significant capital in recent years to expand our product portfolio to include more value-added [added: steel mill products and capabilities, improve our cost structure, enhance our operational flexibility and increase our exposure to markets with attractive growth prospects, such as data centers and renewable energy.]
These investments totaled approximately [removed: $10.92] [added: $11.84] billion over the last three years, with approximately [removed: 54%] [added: 63%] going to capital expenditures and the remainder going to acquisitions.
In our steel mills segment, Nucor has initiated several new capital projects and an acquisition of a majority ownership position of a steel mill [added: over recent years] to support our expansion of value-added product offerings and cost-reduction strategies.
[added: In July 2022,] Nucor [removed: 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 new plate mill rolled its first plate in December 2022 and [removed: completed final commissioning and] began shipping tons to customers in the first quarter of 2023.
Construction of the new sheet mill began in the third quarter of 2023 [removed: after receiving all the necessary permits,] and [added: the mill] is expected to [removed: take two to three years to complete.][added: be completed by the end of 2026.]
tandem cold mill and two galvanizing lines capable of producing advanced high-end automotive and construction grades.
Our door technologies businesses also serve the garage door repair and replacement market.
In April 2024 we acquired Southwest Data Products, Inc. to expand and enhance NRG's ability to serve the rapidly growing data center market with steel racking and other products.
NRG's added capabilities now include airflow containment structures, cabinet/enclosures, caging and other products for both new data centers and data center retrofits.
NRG now has five primary manufacturing locations and a team of dedicated installers.
In July 2024, Nucor acquired Rytec Corporation ("Rytec"), a leading manufacturer and seller of high-speed, high-performance commercial doors.
We believe adding high-performance doors will create cross selling opportunities with other Nucor businesses.
Rytec has two manufacturing facilities
Construction on those locations is in process and we expect them to be complete in 2025.
In 2024, Nucor announced an additional NTS location to be built in Brigham City, Utah.
In the raw materials segment, Nucor produces direct reduced iron ("DRI") and, through The David J.
In February 2025, Nucor’s Board of Directors approved the allocation of additional capital to the project as the estimate of total construction costs increased to approximately $4 billion.
Factors contributing to the increased cost estimate include higher labor, material and equipment costs.
The State of West Virginia has committed $350 million for the project.
Nucor expects its net cash outlay for the West Virginia sheet mill will be approximately $3.65 billion.
CSI’s product
In April 2024, Nucor acquired Southwest Data Products, Inc. ("SWDP"), a manufacturer and installer of data center infrastructure for $115 million.
SWDP provides Nucor with expanded capabilities in airflow containment structures, as well as new product capabilities that include manufacturing cabinets/enclosures and caging for data centers and installation services.
In July 2024, Nucor acquired Rytec Corporation, a manufacturer and seller of high-speed, high-performance commercial doors, for $565 million.
We believe the combination of Rytec and CHI will create an overhead door platform designed to deliver superior product breadth and solutions to Nucor's commercial customers.
The
Fluctuations in the supply of steel from non U.S. competitors are a source of significant volatility in our primary markets.
Finished steel imports supplied approximately 23% of U.S. demand in 2024, an increase of 3.7% from 2023.
Increases in the volume of steel and fabricated steel products tend to occur during periods of relatively stronger U.S. economic conditions, or a stronger U.S. dollar, resulting in U.S. domestic pricing that is attractive to our foreign competitors.
Many of these non-U.S. based competitors operate in non-market economies and are often state subsidized or state owned, such that employment stability or other concerns take priority over the need to generate returns on their capital.
They can receive support in the form of direct subsidies, low-cost energy, labor, raw material and capital.
They also often face less stringent environmental and safety regulations and can benefit from an artificially low exchange rate relative to the U.S. dollar.
China exported 122 million net tons in 2024, which was their highest level of exports since 2015, dampening steel prices in markets around the world.
Also during 2024, U.S. steel producers also initiated a new trade case seeking AD/CVD orders against imports of corrosion-resistant flat-rolled steel products ("CORE") from 10 different countries.
The U.S. Department of Commerce and the USITC are expected to issue their final determinations later in 2025.
Most of the investment being done by Chinese state-owned companies outside of the country’s borders is occurring in other Southeast Asia countries and Africa.
However, over time their impact has waned, due to the granting of country exemptions, product exclusions and quota arrangements.
On February 10, 2025, President Trump issued an executive order reimposing Section 232 25% tariffs on steel imports from all sources, ending country and product exemptions, and broadening the application of the tariffs on fabricated steel products.
This order is scheduled to go into effect on March 12, 2025.
Tariffs and quota arrangements impacting steel and steel products may be enacted, enforced, extended, modified or terminated in the future.
No assurance can be given as to the timing or extent of any of these changes.
In December 2024, the GSCC independently certified both science-based targets set in accordance with the GSCC’s Steel Climate Standard.
enabling us to receive credit for reducing them.
*Safety*
Some of the relevant initiatives include:
construction.
Nucor owns a fully integrated precision castings company, Corporacion POK, S.A. de C.V. (“POK”), with a facility in Guadalajara, Mexico.
POK produces complex castings and precision machined products used by the oil and gas, mining and sugar processing industries.
POK produces a wide array of precision castings using steel, bronze, iron and specialty alloys.
POK complements NCF’s businesses and Nucor’s cold finish facility in Monterrey, Mexico.
These activities have value to Nucor as the leading and most diversified North American steel producer.
steel mill products and capabilities, improve our cost structure, enhance our operational flexibility and increase our exposure to markets with attractive growth prospects, such as data centers and renewable energy.
Nucor Steel Brandenburg is still in its ramp-up phase and we estimate that the mill will ship approximately 500,000 tons in 2024.
We expect domestic demand for steel plate to grow in the coming years as wind farms are permitted and developed with increasing frequency.
Steel plate is essential to constructing onshore and offshore wind towers, as is steel rebar.
The project is estimated at a net cost of $3.1 billion, which is net of $275 million in cash proceeds received from the State of West Virginia for costs related to the site location.
In August 2021, Nucor acquired the assets of the IMP business of Cornerstone for a cash purchase price of approximately $1.0 billion.
The acquired IMP business is comprised of two industry leading brands, CENTRIA and Metl-Span.
The brands are now part of the Nucor Insulated Panel group, which also includes the Company's initial IMP business, TrueCore.
We believe this acquisition has broadened the value-added solutions that the Nucor Buildings group provides to targeted end markets such as warehousing, distribution and data centers.
We expect these end-use markets to continue to grow in the coming years and that the use of IMP products within them will also increase.
IMPs facilitate cost-effective climate control in the built environment and reduce energy usage and overall operations-related GHG emissions for owners and lessees.
In August 2021, Nucor acquired Hannibal, now known as Nucor Warehouse Systems, for $370 million.
Hannibal was a leading national provider of racking solutions to warehouses and serves the e-commerce, industrial, food storage and retail segments.
Hannibal has manufacturing facilities in Los Angeles and Houston, as well as three distribution centers.
It utilizes sheet and bar steel, as well as steel decking, wire deck and fasteners to produce its racking solutions, providing potential supply chain efficiencies with other Nucor businesses.
In addition to manufacturing racking solutions, Hannibal works closely with customers during the construction and design phases of a warehouse build-out by offering turn-key services such as installation, procurement and facility integration.
Hannibal also provides retrofit services to support customers’ efforts to modernize and/or repurpose existing facilities.
It is expected that the CHI acquisition also will benefit from supply chain efficiencies due to Nucor’s paint line investments at its Hickman, Arkansas and Crawfordsville, Indiana sheet mills.
Global steel production overcapacity continues to be an ongoing risk to Nucor and the entire steel industry.
The Organisation for Economic Cooperation and Development ( the “OECD”) estimated that global steel production overcapacity would grow from approximately 556.1 million metric tons in 2022 to approximately 610.8 million tons in 2023, with additional global capacity coming online and economic uncertainty in some parts of the world, particularly China, impacting steel demand.
An OECD report states that in Asia, 75 percent of the new capacity coming online between 2024 and 2026 will utilize blast furnace technology.
Other regions of the world are not expected to see new blast furnace projects in those years.
Adding additional blast furnace capacity will increase carbon emissions.
See 'Item 1A.
Risk Factors- *Industry Specific Risk Factors*" for further discussion of overcapacity risks.
According to the OECD, Chinese steel companies will account for 65% of cross-border investments or joint venture investments in 2023 or later and will account for more than 80% of the investment in new steelmaking capacity in southeast Asian countries.
The U.S. government has reached agreements with several allied countries to replace applicable Section 232 tariffs on steel with quota systems or other trade agreements.
The U.S. and European Union are also negotiating the world’s first carbon-based sectoral arrangement, the Global Arrangement on Sustainable Steel and Aluminum, that will restrict access to their markets for higher-emitting steel imports and countries that dump cheap imports.
Other countries will be able to join if they meet criteria for restoring market orientation and reducing trade in high-carbon steel and aluminum products.
At the end of 2023, the U.S. and EU agreed to extend both the negotiations and existing tariff rate quotas into 2025.
In December of 2022, the World Trade Organization (WTO) ruled that the Section 232 tariffs violated U.S. WTO commitments.
The U.S. government has appealed the ruling.
Imports of finished steel in 2023 were down approximately 14% from 2022 levels and finished steel imports accounted for approximately 21% of U.S. market share.
2023 and 2022, respectively.
An excerpt. Shown here: 40 of 96 rewritten, 40 of 41 added and 40 of 51 removed. The counts are complete. For every sentence, read Item 1. Business. in the FY2024 filing and the FY2023 filing.
Cover and table of contents
9 rewritten, 0 added, 1 removed, 112 unchanged
For the fiscal year ended December 31, [removed: 2023][added: 2024]
The aggregate market value of the registrant’s common stock held by non-affiliates was approximately [removed: $40.56] [added: $37.27] billion based upon the closing sales price of the registrant’s common stock on the last business day of the registrant’s most recently completed second fiscal quarter, [removed: July 1, 2023.][added: June 28, 2024.]
The number of shares of the registrant’s common stock outstanding as of February [removed: 21, 2024] [added: 20, 2025] was [removed: 240,745,037.][added: 230,535,835.]
Portions of the registrant's annual report to stockholders for the year ended December 31, [removed: 2023,] [added: 2024,] which will be posted to the registrant's website and furnished to the SEC subsequent to the date hereof are incorporated by reference into Part II of this report to the extent described herein.
Portions of the registrant’s definitive proxy statement to be filed with the SEC in connection with the registrant’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Part III of this report to the extent described herein.
For the Fiscal Year Ended December 31, [removed: 2023][added: 2024]
| | | Item 1A. | | [Risk Factors](#item_1a_risk_factors) | | | [removed: 20] [added: 19] | |
| | | Item 1B. | | [Unresolved Staff Comments](#item_1b_unresolved_staff_comments) | | | [removed: 25] [added: 24] | |
| | | Item 1C. | | [Cybersecurity](#item_1c_cybersecurity) | | | [removed: 25] [added: 24] | |
during
Item 1C. Cybersecurity
6 rewritten, 2 added, 1 removed, 51 unchanged
The annual risk assessment is carried out under the supervision of the [added: Executive Vice] President of [added: Business Services and General Counsel, the President of] Nucor Business Technology, the Company’s Cybersecurity Director, and the Company’s Vice President and Corporate Controller.
NBT’s cybersecurity function is led by the Cybersecurity Director, who reports to the President of NBT, who in turn reports to the [removed: Company’s] [added: Company's Executive Vice President of Business Services and General Counsel and to the] Chair, President, and Chief Executive Officer.
The current Cybersecurity Director has [added: more than] twenty years of experience in the cybersecurity field and has broad expertise in cybersecurity threat assessments and detection, mitigation technologies, cybersecurity training, and incident response.
Executive Vice [removed: President,] [added: President of] Business Services & General Counsel
[removed: The Cybersecurity Director is also responsible for informing the Risk Committee] of cybersecurity incidents, which in turn has a detailed process for assessing the impacts of incidents and monitoring the Company’s mitigation and remediation efforts.
[added: Depending on the nature of the incident,] this process also provides for escalating notification to senior executives, including the Chair, President, and Chief Executive [removed: Officer] [added: Officer, the Executive Vice President of Business Services] and [added: General Counsel and] to the Board of Directors.
Director of Legal Compliance and Assistant Corporate Secretary
The Cybersecurity Director is also responsible for informing the Risk Committee
Depending on the nature of the incident,
Item 2. Properties
23 rewritten, 1 added, 0 removed, 38 unchanged
| Hickman, Arkansas | | | [removed: 2,740,000] [added: 2,750,000] | | | Flat-rolled steel |
| Blytheville, Arkansas | | | [removed: 2,700,000] [added: 2,220,000] | | | Structural [removed: steel, sheet] steel |
| Decatur, Alabama | | | [removed: 2,000,000] [added: 2,010,000] | | | Flat-rolled steel |
| Crawfordsville, Indiana | | | [removed: 1,890,000] [added: 1,870,000] | | | Flat-rolled steel |
| Norfolk, Nebraska | | | [removed: 1,540,000] [added: 1,530,000] | | | Steel shapes |
| Plymouth, Utah | | | [removed: 1,290,000] [added: 1,300,000] | | | Steel shapes |
| Jewett, Texas | | | [removed: 1,170,000] [added: 1,180,000] | | | Steel shapes |
| Memphis, Tennessee | | | [removed: 700,000] [added: 600,000] | | | Steel [removed: shapes] [added: plate] |
| Silao, Guanajuato, Mexico | | | 680,000 | | | [removed: Flat-rolled steel] [added: Steel shapes] |
| Seattle, Washington | | | 660,000 | | | [removed: Steel shapes] [added: Flat-rolled steel] |
| Tuscaloosa, Alabama | | | 610,000 | | | Steel [removed: plate] [added: shapes] |
| Sedalia, Missouri | | | [removed: 470,000] [added: 490,000] | | | Steel shapes |
| Birmingham, Alabama | | | [removed: 310,000] [added: 460,000] | | | Steel shapes |
| Norfolk, Nebraska | | | [removed: 1,150,000] [added: 1,160,000] | | | [removed: Joists,] [added: Joist,] deck, cold [removed: finished] [added: finish] bar |
| St. Joe, Indiana | | | 1,010,000 | | | [removed: Joists,] [added: Joist,] deck, fastener |
| Brigham City, Utah | | | [removed: 1,000,000] [added: 1,130,000] | | | Joists, cold [removed: finished] [added: finish] bar, building [removed: systems] [added: systems, metal panels] |
| Grapeland, Texas | | | [removed: 810,000] [added: 830,000] | | | Joists, deck |
| Florence, South Carolina | | | [removed: 540,000] [added: 550,000] | | | Joists, deck |
NWS has leased square footage of approximately 630,000 square feet in Los Angeles, California, and has leased square footage of approximately [removed: 420,000] [added: 370,000] square feet in Houston, Texas.
The Trinidad site, including leased land, is approximately [removed: 1.9] [added: 2] million square feet.
The Louisiana site has approximately [removed: 174.2] [added: 174] million square feet of owned land with buildings that total approximately 72,500 square feet.
DJJ has [removed: 85] [added: 74] operating facilities in 18 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: 2023] [added: 2024] were approximately [removed: 78%, 64%] [added: 76%, 58%] and [removed: 71%] [added: 73%] of production capacity, respectively.
| Swansea, South Carolina | | | 510,000 | | | Building systems |
Item 4. Mine Safety Disclosures
15 rewritten, 7 added, 5 removed, 53 unchanged
Behr* [removed: (50),] [added: (51),] Executive Vice President of [removed: Plate and Structural Products,] [added: Raw Materials,] was named EVP in May 2020.
Mr. Behr began his career with Nucor in 1996 as Design Engineer at Nucor Building Systems-Indiana and [removed: joined the start-up team at Nucor Building Systems-Texas in 1999.]
[added: In 2001, he became the] Engineering Manager at Nucor Building Systems-South Carolina and was promoted to General Manager in 2008.
*Brad Ford* [removed: (45)*,*] [added: (46)*,*] Executive Vice President of [removed: Fabricated Construction] [added: Plate and Structural] Products, became EVP in May 2023.
*Noah Hanners* [removed: (44)*,*] [added: (45)*,*] Executive Vice President of [removed: Raw Materials,] [added: Sheet Products,] became EVP in January 2023.
*John Hollatz* [removed: (48)*,*] [added: (49)*,*] Executive Vice President of [removed: Bar, Engineered Bar, and Rebar Fabrication] [added: Fabricated Construction] Products, was named EVP in May 2022.
[removed: Jellison* (65),] [added: Rex Query* (59)*,*] Executive Vice President of Strategy, was named EVP in January 2021.
He [removed: then] [added: most recently] served as President of Nucor Tubular [removed: Products and most recently as President of Nucor’s steel piling subsidiary, Skyline Steel LLC.][added: Products.]
Laxton* [removed: (53)*,*] [added: (54)*,*] Chief Financial [removed: Officer, Treasurer,] [added: Officer] and Executive Vice President, became CFO in March 2022.
Murphy* [removed: (60),] [added: (61),] Executive Vice President of Business Services and General Counsel, was named EVP in January 2021.
Needham* [removed: (58),] [added: (59),] Executive Vice President of Commercial, was named EVP in May 2022.
After serving as General Manager and Corporate Controller, Mr. Query was elected to Vice President in 2002 and served as General Manager at Nucor Steel Auburn, Inc., Nucor Steel Decatur, LLC, Nucor Steel South Carolina [removed: and NCF as well as President of Nucor Europe.]
Sumoski* [removed: (57),] [added: (58),] was named Chief Operating Officer, in January 2021.
Topalian* [removed: (55),] [added: (56),] has served as President and Chief Executive Officer since January 2020 and as Chair of the Board of Directors since September 2022.
Chad Utermark* [removed: (55),] [added: (56),] Executive Vice President of New Markets and Innovation, was named EVP in 2014.
joined the start-up team at Nucor Building Systems-Texas in 1999.
and NCF as well as President of Nucor Europe.
*Randy J.
Spicer* (47), was named Executive Vice President of Bar and Rebar Fabrication Products, in May 2024.
Mr. Spicer began his Nucor career in 2004 as Accounting Supervisor at Nucor Steel Indiana.
In 2006, he joined the start-up team at Nucor Steel Memphis, Inc. as Controller and subsequently served as Controller and Hot Mill Manager at Nucor Steel Gallatin LLC.
He was promoted to General Manager of Nucor Tubular Products North in 2020 and elected to Vice President in 2022.
In 2001, he became the
*Douglas J.
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 more than 30 years with Nucor, including several controller and business development roles.
Mr. Jellison was promoted to Vice President in 2004 and served as General Manager of Nucor Bearing Products, Nucor Steel Seattle, Inc. and Nucor-Yamato.
Rex Query* (58)*,* Executive Vice President of Sheet Products and Talent Resources, was named EVP in January 2021.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
7 rewritten, 3 added, 3 removed, 11 unchanged
Our share repurchase program activity for each of the three months and the quarter ended December 31, [removed: 2023] [added: 2024] was as follows (in [removed: thousands,] [added: millions,] except per share amounts):
| For the Quarter Ended December 31, [removed: 2023] [added: 2024] | | | [removed: 1,000] [added: 2] | | | | | | | | [removed: 1,000] [added: 2] | | | | | |
Includes commissions of [removed: $0.02] [added: $0.11] per share.
Nucor paid a total dividend of [removed: $2.04] [added: $2.16] per share in [removed: 2023] [added: 2024] compared with [removed: $2.00] [added: $2.04] per share in [removed: 2022.][added: 2023.]
In December [removed: 2023,] [added: 2024,] the Board of Directors increased the base quarterly cash dividend on Nucor’s common stock to [removed: $0.54] [added: $0.55] per share from [removed: $0.51] [added: $0.54] per share.
In February [removed: 2024,] [added: 2025,] the Board of Directors declared Nucor’s [removed: 204th] [added: 208th] consecutive quarterly cash dividend of [removed: $0.54] [added: $0.55] per share payable on May [removed: 10, 2024] [added: 12, 2025] to stockholders of record on March [removed: 28, 2024.][added: 31, 2025.]
The stock performance graph required by Item 201(e) of Regulation S-K is incorporated into this report by reference from the Company's annual report to stockholders for the year ended December 31, [removed: 2023,] [added: 2024,] which will be posted to the Company's website and furnished to the SEC subsequent to the date of this report.
| September 29, 2024—October 26, 2024 | | | 2 | | | $ | 149.81 | | | | 2 | | | $ | 1,106 | |
| October 27, 2024—November 23, 2024 | | | — | | | $ | \- | | | | — | | | $ | 1,106 | |
| November 24, 2024—December 31, 2024 | | | — | | | $ | \- | | | | — | | | $ | 1,106 | |
| October 1, 2023—October 28, 2023 | | | — | | | $ | \- | | | | — | | | $ | 3,499,941 | |
| October 29, 2023—November 25, 2023 | | | — | | | $ | \- | | | | — | | | $ | 3,499,941 | |
| November 26, 2023—December 31, 2023 | | | 1,000 | | | $ | 177.18 | | | | 1,000 | | | $ | 3,322,765 | |
Item 8. Financial Statements and Supplementary Data
496 rewritten, 238 added, 220 removed, 571 unchanged
Management assessed the effectiveness of Nucor’s internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]
Based on its assessment, management concluded that Nucor’s internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]
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: 2023] [added: 2024] as stated in their report which is included herein.
To the [removed: Stockholders and] Board of Directors [added: and Stockholders] of Nucor Corporation
We have audited the accompanying consolidated balance sheets of Nucor Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of earnings, of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in *Internal Control - Integrated 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: Management’s] [added: the accompanying Management's] Report on Internal Control Over Financial [removed: Reporting appearing under Item 8.][added: Reporting.]
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for [added: external purposes in accordance with generally accepted accounting principles.]
*Goodwill Impairment [removed: Assessments] [added: Assessment] – Certain Reporting [removed: Units] [added: Unit] in the Steel Products Segment*
As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $3,969] [added: $4,288] million as of December 31, [removed: 2023,] [added: 2024,] and the goodwill associated with the Steel Products segment was [removed: $2,514 million.][added: $2,816 million, of which a portion relates to a certain reporting unit.]
As disclosed by management, significant assumptions used to determine the fair value of [removed: each] [added: a] reporting unit include (i) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, raw material costs and other costs to produce and estimated capital needs); (ii) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the reporting unit; (iii) a discount rate based on management’s best estimate of the after-tax weighted-average cost of capital; and (iv) a probability-weighted scenario approach by which varying cash flows are assigned to certain scenarios based on the likelihood of occurrence.
The principal considerations for our determination that performing procedures relating to the goodwill impairment [removed: assessments] [added: assessment] for [added: a] certain reporting [removed: units] [added: unit] in the Steel Products segment is a critical audit matter are (i) the significant judgment by management when developing the fair value [removed: estimates] [added: estimate] of [added: a] certain reporting [removed: units] [added: unit] in the Steel Products [removed: segment;] [added: segment and] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to sales [removed: prices, raw material costs, and discount rate for a certain reporting unit in the Steel Products segment; sales prices, sales volumes, raw material costs, and discount rate for a certain reporting unit in the Steel Products segment; and sales prices, sales volumes, and raw material costs for a certain reporting unit in the Steel Products segment; and (iii) the audit effort involved the use of professionals with specialized skill] [added: volumes] and [removed: knowledge.][added: prices.]
These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of [added: a] certain reporting [removed: units] [added: unit] in the Steel Products segment.
These procedures also included, among others, (i) testing management’s process for developing the fair value [removed: estimates] [added: estimate] of [added: a] certain reporting [removed: units] [added: unit] in the Steel Products segment; (ii) evaluating the appropriateness of the discounted cash flow [removed: models;] [added: model;] (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow [removed: models;] [added: model;] and (iv) evaluating the reasonableness of the significant assumptions used by management related to sales [removed: prices, sales volumes, raw material costs,] [added: volumes] and [removed: discount rates for certain reporting units in the Steel Products segment.][added: prices.]
Evaluating management’s assumptions related to sales [removed: prices, sales volumes,] [added: prices] and [removed: raw material costs] [added: volumes] involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting [removed: units;] [added: unit;] (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
| | | [added: 2024 | | | |] 2023 | | | | 2022 | | |
| Cash and cash equivalents | | $ | [removed: 6,383,298] [added: 3,558] | | | $ | [removed: 4,280,852] [added: 6,383] | |
| Short-term investments | | | [removed: 747,479] [added: 747] | | | | [removed: 576,946] [added: 747] | | [added: | | — | | | | — | |]
| Accounts receivable, net | | | [removed: 2,953,311] [added: 2,675] | | | | [removed: 3,591,030] [added: 2,953] | |
| Other current assets | | | [removed: 724,012 | | | | 789,325] [added: 1] | |
| Property, plant and equipment, net | | | [removed: 11,049,767] [added: 13,243] | | | | [removed: 9,616,920] [added: 11,050] | |
| Restricted cash and cash equivalents | | | [removed: 3,494] [added: —] | | | | [removed: 80,368] [added: 4] | |
| Other intangible assets, net | | | [removed: 3,108,015] [added: 3,134] | | | | [removed: 3,322,265] [added: 3,108] | |
| Total assets | | $ | [removed: 35,340,499] [added: 33,940] | | | $ | [removed: 32,479,210] [added: 35,340] | |
| Short-term debt | | $ | [removed: 119,211] [added: 225] | | | $ | [removed: 49,081] [added: 119] | |
| Current [added: finance | | Current] portion of long-term debt and finance lease obligations | | | [removed: 74,102] [added: 17] | | | | [removed: 28,582] [added: 14] | |
| Accounts payable | | | [removed: 2,020,289] [added: 1,832] | | | | [removed: 1,649,523] [added: 2,020] | |
| Salaries, wages and related accruals | | | [removed: 1,326,390] [added: 903] | | | | [removed: 1,654,210] [added: 1,326] | |
| [added: Current operating | |] Accrued expenses and other current liabilities | | [added: $] | [removed: 1,054,517] [added: 24] | | | [added: $] | [removed: 948,348] [added: 25] | |
| Long-term debt and finance lease obligations due after one year | | | [removed: 6,648,873] [added: 5,683] | | | | [removed: 6,613,687] [added: 6,649] | |
| Deferred credits and other liabilities | | | [removed: 1,973,363] [added: 1,863] | | | | [removed: 1,965,873] [added: 1,973] | |
| Common stock [removed: (800,000] [added: (800.0] shares authorized; [removed: 380,154] [added: 380.2] and [removed: 380,154] [added: 380.2] shares issued, respectively) | | | [removed: 152,061] [added: 152] | | | | [removed: 152,061] [added: 152] | |
| Additional paid-in capital | | | [removed: 2,176,243] [added: 2,223] | | | | [removed: 2,143,520] [added: 2,176] | |
| Retained earnings | | | [removed: 28,762,045] [added: 30,271] | | | | [removed: 24,754,873] [added: 28,762] | |
| Accumulated other comprehensive loss, net of income taxes | | | [removed: (162,072] [added: (208] | ) | | | [removed: (137,517] [added: (162] | ) |
| Total Nucor stockholders’ equity | | | [removed: 20,940,634] [added: 20,294] | | | | [removed: 18,414,694] [added: 20,940] | |
| Noncontrolling interests | | | [removed: 1,183,120] [added: 1,123] | | | | [removed: 1,155,212] [added: 1,183] | |
| Total equity | | | [removed: 22,123,754] [added: 21,417] | | | | [removed: 19,569,906] [added: 22,123] | |
Based on the results of the qualitative assessment, it may be necessary to perform a quantitative analysis.
/s/ PricewaterhouseCoopers LLP
February 27, 2025
(In millions)
| | | 2024 | | | | 2023 | | |
| Inventories, net | | | 5,106 | | | | 5,578 | |
| Total current assets | | | 12,475 | | | | 16,386 | |
| Goodwill | | | 4,288 | | | | 3,969 | |
| Total current liabilities | | | 4,977 | | | | 4,595 | |
| Total liabilities | | | 12,523 | | | | 13,217 | |
| Treasury stock (147.4 and 135.3 shares, respectively) | | | (12,144 | ) | | | (9,988 | ) |
| Net sales | | $ | 30,734 | | | $ | 34,714 | | | $ | 41,512 | |
| | | | 27,832 | | | | 28,441 | | | | 31,267 | |
| Earnings before income taxes and noncontrolling interests | | | 2,902 | | | | 6,273 | | | | 10,245 | |
| Provision for income taxes | | | 583 | | | | 1,360 | | | | 2,166 | |
(In millions)
| | | | (46 | ) | | | (25 | ) | | | (22 | ) |
| BALANCES, December 31, 2021 | | $ | 14,604 | | | | 380.2 | | | $ | 152 | | | $ | 2,141 | | | $ | 17,674 | | | $ | (115 | ) | | | 107.7 | | | $ | (5,835 | ) | | $ | 14,017 | | | $ | 587 | |
| Stock options exercised | | | 23 | | | | — | | | | — | | | | (3 | ) | | | — | | | | — | | | | (0.4 | ) | | | 26 | | | | 23 | | | | — | |
| Acquisition | | | 428 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 428 | |
| BALANCES, December 31, 2022 | | $ | 19,570 | | | | 380.2 | | | $ | 152 | | | $ | 2,144 | | | $ | 24,754 | | | $ | (137 | ) | | | 126.7 | | | $ | (8,498 | ) | | $ | 18,415 | | | $ | 1,155 | |
| Stock options exercised | | | 12 | | | | — | | | | — | | | | (3 | ) | | | — | | | | — | | | | (0.2 | ) | | | 15 | | | | 12 | | | | — | |
| BALANCES, December 31, 2023 | | $ | 22,123 | | | | 380.2 | | | $ | 152 | | | $ | 2,176 | | | $ | 28,762 | | | $ | (162 | ) | | | 135.3 | | | $ | (9,988 | ) | | $ | 20,940 | | | $ | 1,183 | |
| Net earnings before noncontrolling interests in 2024 | | | 2,319 | | | | — | | | | — | | | | — | | | | 2,027 | | | | — | | | | — | | | | — | | | | 2,027 | | | | 292 | |
| Stock options exercised | | | 4 | | | | — | | | | — | | | | (1 | ) | | | — | | | | — | | | | (0.1 | ) | | | 5 | | | | 4 | | | | — | |
| Distributions to noncontrolling interests | | | (352 | ) | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | (352 | ) |
| BALANCES, December 31, 2024 | | $ | 21,417 | | | | 380.2 | | | $ | 152 | | | $ | 2,223 | | | $ | 30,271 | | | $ | (208 | ) | | | 147.4 | | | $ | (12,144 | ) | | $ | 20,294 | | | $ | 1,123 | |
(In millions)
| Depreciation | | | 1,094 | | | | 931 | | | | 827 | |
| Amortization | | | 262 | | | | 238 | | | | 235 | |
| Stock-based compensation | | | 132 | | | | 130 | | | | 137 | |
| Equity in earnings of unconsolidated affiliates | | | (30 | ) | | | (13 | ) | | | (11 | ) |
| Losses and impairments of assets | | | 137 | | | | — | | | | 102 | |
| Accounts receivable | | | 319 | | | | 664 | | | | 501 | |
| Inventories | | | 518 | | | | (75 | ) | | | 962 | |
| Capital expenditures | | | (3,173 | ) | | | (2,214 | ) | | | (1,948 | ) |
| Purchases of investments | | | (1,296 | ) | | | (1,472 | ) | | | (914 | ) |
| Cash dividends | | | (522 | ) | | | (515 | ) | | | (534 | ) |
| Acquisition of treasury stock | | | (2,217 | ) | | | (1,554 | ) | | | (2,763 | ) |
| Cash used in financing activities | | | (3,058 | ) | | | (2,593 | ) | | | (2,511 | ) |
external purposes in accordance with generally accepted accounting principles.
For certain reporting units, it is necessary to perform a quantitative analysis.
Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow models and (ii) the reasonableness of the discount rate assumptions.
/s/ PricewaterhouseCoopers LLC
February 27, 2024
(In thousands)
| Inventories, net | | | 5,577,758 | | | | 5,453,531 | |
| Total current assets | | | 16,385,858 | | | | 14,691,684 | |
| Goodwill | | | 3,968,847 | | | | 3,920,060 | |
| Other assets | | | 824,518 | | | | 847,913 | |
| Total current liabilities | | | 4,594,509 | | | | 4,329,744 | |
| Total liabilities | | | 13,216,745 | | | | 12,909,304 | |
| Treasury stock (135,252 and 126,661 shares, respectively) | | | (9,987,643 | ) | | | (8,498,243 | ) |
| Net sales | | $ | 34,713,501 | | | $ | 41,512,467 | | | $ | 36,483,939 | |
| | | | 28,440,744 | | | | 31,267,623 | | | | 27,283,081 | |
| Provision for income taxes | | | 1,359,966 | | | | 2,165,204 | | | | 2,078,488 | |
| | | | (24,555 | ) | | | (22,235 | ) | | | 3,579 | |
| BALANCES, December 31, 2020 | | $ | 11,231,861 | | | | 380,154 | | | $ | 152,061 | | | $ | 2,121,288 | | | $ | 11,343,852 | | | $ | (118,861 | ) | | | 77,909 | | | $ | (2,709,675 | ) | | $ | 10,788,665 | | | $ | 443,196 | |
| Net earnings before noncontrolling interests 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 | | | | — | |
| 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 | |
| Stock options exercised | | | 22,852 | | | | — | | | | — | | | | (2,994 | ) | | | — | | | | — | | | | (447 | ) | | | 25,846 | | | | 22,852 | | | | — | |
| Acquisition | | | 427,797 | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | — | | | | 427,797 | |
| BALANCES, December 31, 2022 | | $ | 19,569,906 | | | | 380,154 | | | $ | 152,061 | | | $ | 2,143,520 | | | $ | 24,754,873 | | | $ | (137,517 | ) | | | 126,661 | | | $ | (8,498,243 | ) | | $ | 18,414,694 | | | $ | 1,155,212 | |
| Stock options exercised | | | 11,731 | | | | — | | | | — | | | | (2,864 | ) | | | — | | | | — | | | | (210 | ) | | | 14,595 | | | | 11,731 | | | | — | |
| BALANCES, December 31, 2023 | | $ | 22,123,754 | | | | 380,154 | | | $ | 152,061 | | | $ | 2,176,243 | | | $ | 28,762,045 | | | $ | (162,072 | ) | | | 135,252 | | | $ | (9,987,643 | ) | | $ | 20,940,634 | | | $ | 1,183,120 | |
| Depreciation | | | 930,585 | | | | 826,692 | | | | 735,406 | |
| Amortization | | | 237,730 | | | | 234,942 | | | | 129,157 | |
| Stock-based compensation | | | 130,162 | | | | 136,834 | | | | 135,775 | |
| Accounts receivable | | | 663,825 | | | | 501,225 | | | | (1,392,084 | ) |
| Inventories | | | (75,042 | ) | | | 962,424 | | | | (2,307,336 | ) |
| Capital expenditures | | | (2,214,157 | ) | | | (1,947,897 | ) | | | (1,621,989 | ) |
| Purchases of investments | | | (1,471,528 | ) | | | (913,898 | ) | | | (493,889 | ) |
| Distributions to noncontrolling interests | | | (435,047 | ) | | | (332,293 | ) | | | (150,700 | ) |
| Cash dividends | | | (514,534 | ) | | | (533,589 | ) | | | (483,469 | ) |
| Acquisition of treasury stock | | | (1,553,933 | ) | | | (2,762,568 | ) | | | (3,276,088 | ) |
| Cash used in financing activities | | | (2,592,811 | ) | | | (2,510,863 | ) | | | (3,602,879 | ) |
The new guidance is required to
be applied retrospectively to all prior periods presented in the financial statements.
This new guidance will likely result in additional required disclosures when adopted.
An excerpt. Shown here: 40 of 496 rewritten, 40 of 238 added and 40 of 220 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2024 filing and the FY2023 filing.
Item 9A. Controls and Procedures.
2 rewritten, 0 added, 0 removed, 3 unchanged
*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: 2023] [added: 2024] 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: 2023] [added: 2024] are included in “Item 8.
Item 9B. Other Information.
1 rewritten, 0 added, 0 removed, 0 unchanged
*Insider Trading Arrangements -* During the quarter ended December 31, [removed: 2023,] [added: 2024,] none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as such terms are defined in Item 408 of Regulation S-K).
Item 10. Directors, Executive Officers and Corporate Governance.
1 rewritten, 3 added, 0 removed, 5 unchanged
The other information required by this item is incorporated herein by reference from Nucor’s definitive proxy statement for our [removed: 2024] [added: 2025] Annual Meeting of Stockholders, which we expect to file with the SEC pursuant to Regulation 14A not later than 120 days after December 31, [removed: 2023] [added: 2024] (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*.
We have adopted an insider trading policy governing the purchase, sale, and other dispositions of our securities by our directors, officers, and employees, and by the Company.
We believe this policy is reasonably designed to promote compliance with insider trading laws, rules, and regulations and listing standards applicable to the Company.
A copy of our insider trading policy is filed as Exhibit 19 to this report.
Item 15. Exhibits and Financial Statement Schedules.
42 rewritten, 17 added, 1 removed, 118 unchanged
Consolidated Balance Sheets—December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]
Consolidated Statements of Earnings—Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
Consolidated Statements of Comprehensive Income—Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
Consolidated Statements of Stockholders’ Equity—Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
Consolidated Statements of Cash Flows—Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]
| [removed: 4] [added: 97] | | [removed: [Description of Securities of Nucor] [added: [Nucor] Corporation [added: Executive Officer Incentive Compensation Recovery Policy] (incorporated by reference to Exhibit [removed: 4] [added: 97] to the Annual Report on Form 10-K for the year ended December 31, [removed: 2020] [added: 2023] (File No. [removed: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex4_11.htm)] [added: 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000095017024021195/nue-ex97.htm)] |
| 4(xii) | | [Form of 5.200% Notes due 2043 (included in Exhibit [removed: 4(v)] [added: 4(iv)] above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm) |
| 4(xiii) | | [Form of 3.950% Notes due 2028 (included in Exhibit [removed: 4(vii)] [added: 4(vi)] above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed April 26, 2018 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm) |
| 4(xiv) | | [Form of 4.400% Notes due 2048 (included in Exhibit [removed: 4(vii)] [added: 4(vi)] above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed April 26, 2018 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm) |
| 4(xv) | | [Form of 2.000% Notes due 2025 (included in Exhibit [removed: 4(viii)] [added: 4(vii)] above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312520150132/d921604dex41.htm) |
| 4(xvi) | | [Form of 2.700% Notes due 2030 (included in Exhibit [removed: 4(viii)] [added: 4(vii)] above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312520150132/d921604dex41.htm) |
| 4(xvii) | | [Form of 2.979% Notes due 2055 (included in Exhibit [removed: 4(ix)] [added: 4(viii)] above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed December 7, 2020 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312520311812/d75079dex41.htm) |
| 4(xviii) | | [Form of 3.125% Notes due 2032 (included in Exhibit [removed: 4(x)] [added: 4(ix)] above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed March 11, 2022 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312522073426/d310036dex42.htm) |
| 4(xix) | | [Form of 3.850% Notes due 2052 (included in Exhibit [removed: 4(x)] [added: 4(ix)] above) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed March 11, 2022 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312522073426/d310036dex42.htm) |
| 4(xx) | | [Form of 3.950% Notes due 2025 (included in Exhibit [removed: 4(xi)] [added: 4(x)] above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed May 23, 2022 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312522157472/d353720dex41.htm) |
| 4(xxi) | | [Form of 4.300% Notes due 2027 (included in Exhibit [removed: 4(xi)] [added: 4(x)] above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed May 23, 2022 (File No. 001-04119))](https://www.sec.gov/Archives/edgar/data/73309/000119312522157472/d353720dex41.htm) |
| [removed: 10(v)*] [added: 10(v)] | | [Amendment No.1, effective September 14, 2023, to 2014 Omnibus Incentive Compensation Plan, as amended and restated effective February 21, 2022 [added: (incorporated by reference to Exhibit 10(v) to the Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-04119))] (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017024021195/nue-ex10_v.htm) |
| [removed: 10(vix)] [added: 10(ix)] | | [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)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312513128184/d467131ddef14a.htm#toc467131_26) |
| [removed: 10(xvii)] [added: 10(xviii)] | | [Retirement, Separation, Waiver and Release Agreement, dated as of [removed: June 8, 2021,] [added: May 28, 2024,] by and between Nucor Corporation and [removed: Craig A. Feldman] [added: Douglas J. Jellison] (incorporated by reference to Exhibit [removed: 10] [added: 10.2] to the Quarterly Report on Form 10-Q for the quarter ended [removed: July 3, 2021 (File] [added: June 29, 2024 (file] No. 001-04119)) [removed: (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459021043479/nue-ex10_52.htm)] [added: (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017024092479/nue-ex10_2.htm)] |
| [removed: 10(xviii)] [added: 10(xvii)] | | [Retirement, Separation, Waiver and Release Agreement, dated as of May 24, 2022, by and between Nucor Corporation and James D. Frias (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed May 25, 2022 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312522159808/d235339dex101.htm) |
| [removed: 10(xix)] [added: 10(xl)] | | [removed: [Retirement, Separation, Waiver and Release Agreement, dated as of June 3, 2021, by and between Nucor] [added: [Nucor] Corporation [added: Supplemental Retirement Plan for Executive Officers, as amended] and [removed: Raymond S. Napolitan, Jr.] [added: restated effective December 15, 2023] (incorporated by reference to Exhibit 10.1 to the Current Report on Form [removed: 8-K/A] [added: 8-K] filed [removed: June 3, 2021] [added: December 15, 2023] (File No. 001-04119)) [removed: (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312521181330/d156720dex101.htm)] [added: (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312523296305/d615320dex101.htm)] |
| [removed: 10(xx)] [added: 10(xxxii)] | | [removed: [Retirement, Separation, Waiver and Release Agreement, dated as] [added: [Executive Employment Agreement] of [removed: May 27, 2022, by and between Nucor Corporation and MaryEmily Slate] [added: John Hollatz] (incorporated by reference to Exhibit [removed: 10.2] [added: 10] to the Quarterly Report on Form 10-Q for the quarter ended July 2, 2022 (File No. 001-04119)) [removed: (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459022028899/nue-ex102_118.htm)] [added: (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459022028899/nue-ex10_119.htm)] |
| [removed: 10(xxi)] [added: 10(xix)] | | [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)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex109.htm) |
| [removed: 10(xxii)] [added: 10(xxi)] | | [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)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312520041782/d887584dex1010.htm) |
| [removed: 10(xxiv)] [added: 10(xxv)] | | [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)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312521001580/d103230dex101.htm) |
| [removed: 10(xxv)] [added: 10(xxvi)] | | [Executive Employment Agreement of Douglas J. Jellison (incorporated by reference to Exhibit 10(xxx) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxx_208.htm) |
| [removed: 10(xxvi)] [added: 10(xxvii)] | | [Executive Employment Agreement of Gregory J. Murphy (incorporated by reference to Exhibit 10(xxxi) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxi_206.htm) |
| [removed: 10(xxvii)] [added: 10(xxviii)] | | [Executive Employment Agreement of Daniel R. Needham (incorporated by reference to Exhibit 10(xxxii) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxii_205.htm) |
| [removed: 10(xxviii)] [added: 10(xxix)] | | [Executive Employment Agreement of K. Rex Query (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)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459021009503/nue-ex10xxxiii_207.htm) |
| [removed: 10(xxix)] [added: 10(xxx)] | | [Executive Employment Agreement of Stephen D. Laxton (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed March 4, 2022 (File No. 001-04119)) (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312522066230/d245075dex101.htm) |
| [removed: 10(xxx)] [added: 10(xxxvi)] | | [Executive Employment Agreement of [removed: John Hollatz] [added: Brad Ford] (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended July [removed: 2, 2022] [added: 3, 2023] (File No. 001-04119)) [removed: (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459022028899/nue-ex10_119.htm)] [added: (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017023040234/nue-ex10.htm)] |
| [removed: 10(xxxi)] [added: 10(xxxiv)] | | [Executive Employment Agreement of Noah Hanners (incorporated by reference to Exhibit 10(xxxiii) to the Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000156459023002793/nue-ex10xxxiii_255.htm) |
| [removed: 10(xxxii)] [added: 10(xxxix)] | | [Executive Employment Agreement of [removed: Brad Ford] [added: Randy J. Spicer] (incorporated by reference to Exhibit [removed: 10] [added: 10.1] to the Quarterly Report on Form 10-Q for the quarter ended [removed: July 3, 2023] [added: June 29, 2024] (File No. 001-04119)) [removed: (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017023040234/nue-ex10.htm)] [added: (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017024092479/nue-ex10_1.htm)] |
| 21* | | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/73309/000095017024021195/nue-ex21.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex21.htm)] |
| 23* | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/73309/000095017024021195/nue-ex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex23.htm)] |
| 31* | | [Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/73309/000095017024021195/nue-ex31.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex31.htm)] |
| 31(i)* | | [Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/73309/000095017024021195/nue-ex31_i.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex31_i.htm)] |
| 32 | | [Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/73309/000095017024021195/nue-ex32.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex32.htm)] |
| 32(i) | | [Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/73309/000095017024021195/nue-ex32_i.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex32_i.htm)] |
| [removed: 97*] [added: 4*] | | [removed: [Nucor Corporation Executive Officer Incentive Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/73309/000095017024021195/nue-ex97.htm)] [added: [Description of Securities of Nucor Corporation](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex4.htm)] |
| 10(xx)* | | [Amended and Restated Executive Employment Agreement of Leon J. Topalian (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex10_xx.htm) |
| 10(xxii)* | | [Amended and Restated Executive Employment Agreement of D. Chad Utermark (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex10_xxii.htm) |
| 10(xxiv)* | | [Amended and Restated Executive Employment Agreement of Allen C. Behr (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex10_xxiv.htm) |
| 10(xxxi)* | | [Amended and Restated Executive Employment Agreement of Stephen D. Laxton (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex10_xxxi.htm) |
| 10(xxxiii)* | | [Amended and Restated Executive Employment Agreement of John Hollatz (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex10_xxxiii.htm) |
| 10(xxxv)* | | [Amended and Restated Executive Employment Agreement of Noah Hanners (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex10_xxxv.htm) |
| 10(xxxvii)* | | [Amended and Restated Executive Employment Agreement of Brad Ford (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex10_xxxvii.htm) |
| 10(xxxviii) | | [Executive Employment Agreement of Nicole B. Theophilus, former Executive Vice President of Talent and Human Resources (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended June 29, 2024 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000095017024092479/nue-ex10.htm) |
| 19* | | [Trading Policy](https://www.sec.gov/Archives/edgar/data/73309/000095017025028427/nue-ex19.htm) |
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| 10(xxxiii) | | [Nucor Corporation Supplemental Retirement Plan for Executive Officers, as amended and restated effective December 15, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed December 15, 2023 (File No. 001-04119)) (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312523296305/d615320dex101.htm) |
An excerpt. Shown here: 40 of 42 rewritten, all 17 added and all 1 removed. The counts are complete. For every sentence, read Item 15. Exhibits and Financial Statement Schedules. in the FY2024 filing and the FY2023 filing.
Item 16. Form 10-K Summary.
4 rewritten, 1 added, 2 removed, 37 unchanged
Registrants may voluntarily include a summary of information required by Form 10-K under this [removed: Item16.][added: Item 16.]
| | | Dated: February 27, [removed: 2024] [added: 2025] | | |
| Stephen D. Laxton Chief Financial [removed: Officer, Treasurer and Executive] [added: Officer and Executive] Vice President (Principal Financial Officer) | | Patrick J. Dempsey Director |
| [removed: Dated: February 27, 2024] | | Nadja Y. West Director |
| Dated: February 27, 2025 | | |
| | | /s/ Joseph D. Rupp |
| | | Joseph D. Rupp Director |