filings.toolsItem 8. Financial Statements and Supplementary Data
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Item 8. Financial Statements and Supplementary Data
Index to Financial Statements
MANAGEMENT’S REPORT ON INTERN****AL CONTROL OVER FINANCIAL REPORTING
Nucor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of Nucor’s internal control over financial reporting as of December 31, 2024. In making this assessment, management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – Integrated Framework (2013).
Based on its assessment, management concluded that Nucor’s internal control over financial reporting was effective as of December 31, 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, 2024 as stated in their report which is included herein.
Report of Independent Regis****tered Public Accounting Firm
To the Board of Directors and Stockholders of Nucor Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Nucor Corporation and its subsidiaries (the “Company”) as of December 31, 2024 and 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, 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, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 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, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
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 the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial 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 external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessment – Certain Reporting 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 $4,288 million as of December 31, 2024, and the goodwill associated with the Steel Products segment was $2,816 million, of which a portion relates to a certain reporting unit. Goodwill is tested annually for impairment, on the first day of the fourth quarter, and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit to the recorded value, including goodwill. Based on the results of the qualitative assessment, it may be necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. As disclosed by management, significant assumptions used to determine the fair value of 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 assessment for a certain reporting unit in the Steel Products segment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of a certain reporting unit in the Steel Products segment and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to sales volumes and prices.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of a certain reporting unit in the Steel Products segment. These procedures also included, among others, (i) testing management’s process for developing the fair value estimate of a certain reporting unit in the Steel Products segment; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to sales volumes and prices. Evaluating management’s assumptions related to sales prices and volumes involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 27, 2025
We have served as the Company’s auditor since 1989.
CONSOLIDATED B****ALANCE SHEETS
(In millions)
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | 3,558 | $ | 6,383 | ||||
| Short-term investments | 581 | 747 | ||||||
| Accounts receivable, net | 2,675 | 2,953 | ||||||
| Inventories, net | 5,106 | 5,578 | ||||||
| Other current assets | 555 | 725 | ||||||
| Total current assets | 12,475 | 16,386 | ||||||
| Property, plant and equipment, net | 13,243 | 11,050 | ||||||
| Restricted cash and cash equivalents | — | 4 | ||||||
| Goodwill | 4,288 | 3,969 | ||||||
| Other intangible assets, net | 3,134 | 3,108 | ||||||
| Other assets | 800 | 823 | ||||||
| Total assets | $ | 33,940 | $ | 35,340 | ||||
| LIABILITIES AND EQUITY | ||||||||
| Current liabilities: | ||||||||
| Short-term debt | $ | 225 | $ | 119 | ||||
| Current portion of long-term debt and finance lease obligations | 1,042 | 74 | ||||||
| Accounts payable | 1,832 | 2,020 | ||||||
| Salaries, wages and related accruals | 903 | 1,326 | ||||||
| Accrued expenses and other current liabilities | 975 | 1,056 | ||||||
| Total current liabilities | 4,977 | 4,595 | ||||||
| Long-term debt and finance lease obligations due after one year | 5,683 | 6,649 | ||||||
| Deferred credits and other liabilities | 1,863 | 1,973 | ||||||
| Total liabilities | 12,523 | 13,217 | ||||||
| Commitments and contingencies | ||||||||
| Equity | ||||||||
| Nucor stockholders’ equity: | ||||||||
| Common stock (800.0 shares authorized; 380.2 and 380.2 shares issued, respectively) | 152 | 152 | ||||||
| Additional paid-in capital | 2,223 | 2,176 | ||||||
| Retained earnings | 30,271 | 28,762 | ||||||
| Accumulated other comprehensive loss, net of income taxes | (208 | ) | (162 | ) | ||||
| Treasury stock (147.4 and 135.3 shares, respectively) | (12,144 | ) | (9,988 | ) | ||||
| Total Nucor stockholders’ equity | 20,294 | 20,940 | ||||||
| Noncontrolling interests | 1,123 | 1,183 | ||||||
| Total equity | 21,417 | 22,123 | ||||||
| Total liabilities and equity | $ | 33,940 | $ | 35,340 |
See notes to consolidated financial statements.
CONSOLIDATED STATEME****NTS OF EARNINGS
(In millions, except per share data)
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Net sales | $ | 30,734 | $ | 34,714 | $ | 41,512 | ||||||
| Costs, expenses and other: | ||||||||||||
| Cost of products sold | 26,632 | 26,899 | 29,009 | |||||||||
| Marketing, administrative and other expenses | 1,123 | 1,585 | 1,997 | |||||||||
| Equity in earnings of unconsolidated affiliates | (30 | ) | (13 | ) | (11 | ) | ||||||
| Losses and impairments of assets | 137 | — | 102 | |||||||||
| Interest (income) expense, net | (30 | ) | (30 | ) | 170 | |||||||
| 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 | |||||||||
| Net earnings before noncontrolling interests | 2,319 | 4,913 | 8,079 | |||||||||
| Earnings attributable to noncontrolling interests | 292 | 388 | 472 | |||||||||
| Net earnings attributable to Nucor stockholders | $ | 2,027 | $ | 4,525 | $ | 7,607 | ||||||
| Net earnings per share: | ||||||||||||
| Basic | $ | 8.47 | $ | 18.05 | $ | 28.88 | ||||||
| Diluted | $ | 8.46 | $ | 18.00 | $ | 28.79 |
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Net earnings before noncontrolling interests | $ | 2,319 | $ | 4,913 | $ | 8,079 | ||||||
| Other comprehensive income (loss): | ||||||||||||
| Net unrealized (loss) gain on hedging derivatives, net of income taxes of ($3), ($17) and $24 for 2024, 2023, and 2022, respectively | (6 | ) | (52 | ) | 77 | |||||||
| Reclassification adjustment for gain (loss) on settlement of hedging derivatives included in net earnings, net of income taxes of $7 $4, and ($16) for 2024, 2023, and 2022, respectively | 21 | 12 | (52 | ) | ||||||||
| Foreign currency translation (loss) gain, net of income taxes of $0 for 2024, 2023 and 2022 | (61 | ) | 21 | (55 | ) | |||||||
| Adjustment to early retiree medical plan, net of income taxes of $0, ($2) and $2, for 2024, 2023 and 2022, respectively | — | (5 | ) | 6 | ||||||||
| Reclassification adjustment for (gain) loss on early retiree medical plan included in net earnings, net of income taxes of $0 for 2024, 2023 and 2022, respectively | — | (1 | ) | 2 | ||||||||
| (46 | ) | (25 | ) | (22 | ) | |||||||
| Comprehensive income | 2,273 | 4,888 | 8,057 | |||||||||
| Comprehensive income attributable to noncontrolling interests | 292 | 388 | 472 | |||||||||
| Comprehensive income attributable to Nucor stockholders | $ | 1,981 | $ | 4,500 | $ | 7,585 |
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except per share data)
| Nucor Stockholders | ||||||||||||||||||||||||||||||||||||||||
| Accumulated | Total | |||||||||||||||||||||||||||||||||||||||
| Additional | Other | Treasury Stock | Nucor | |||||||||||||||||||||||||||||||||||||
| Common Stock | Paid-in | Retained | Comprehensive | (at cost) | Stockholders' | Noncontrolling | ||||||||||||||||||||||||||||||||||
| Total | Shares | Amount | Capital | Earnings | Loss | Shares | Amount | Equity | Interests | |||||||||||||||||||||||||||||||
| BALANCES, December 31, 2021 | $ | 14,604 | 380.2 | $ | 152 | $ | 2,141 | $ | 17,674 | $ | (115 | ) | 107.7 | $ | (5,835 | ) | $ | 14,017 | $ | 587 | ||||||||||||||||||||
| Net earnings before noncontrolling interests in 2022 | 8,079 | — | — | — | 7,607 | — | — | — | 7,607 | 472 | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (22 | ) | — | — | — | — | (22 | ) | — | — | (22 | ) | — | |||||||||||||||||||||||||||
| Stock options exercised | 23 | — | — | (3 | ) | — | — | (0.4 | ) | 26 | 23 | — | ||||||||||||||||||||||||||||
| Stock option expense | 5 | — | — | 5 | — | — | — | — | 5 | — | ||||||||||||||||||||||||||||||
| Issuance of stock under award plans, net of forfeitures | 70 | — | — | (4 | ) | — | — | (1.2 | ) | 74 | 70 | — | ||||||||||||||||||||||||||||
| Amortization of unearned compensation | 5 | — | — | 5 | — | — | — | — | 5 | — | ||||||||||||||||||||||||||||||
| Treasury stock acquired and net impact of excise tax | (2,763 | ) | — | — | — | — | — | 20.6 | (2,763 | ) | (2,763 | ) | — | |||||||||||||||||||||||||||
| Cash dividends declared ($2.01 per share) | (527 | ) | — | — | — | (527 | ) | — | — | — | (527 | ) | — | |||||||||||||||||||||||||||
| Distributions to noncontrolling interests | (332 | ) | — | — | — | — | — | — | — | — | (332 | ) | ||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||
| Net earnings before noncontrolling interests in 2023 | 4,913 | — | — | — | 4,525 | — | — | — | 4,525 | 388 | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (25 | ) | — | — | — | — | (25 | ) | — | — | (25 | ) | — | |||||||||||||||||||||||||||
| Stock options exercised | 12 | — | — | (3 | ) | — | — | (0.2 | ) | 15 | 12 | — | ||||||||||||||||||||||||||||
| Stock option expense | 5 | — | — | 5 | — | — | — | — | 5 | — | ||||||||||||||||||||||||||||||
| Issuance of stock under award plans, net of forfeitures | 87 | — | — | 24 | — | — | (1.0 | ) | 63 | 87 | — | |||||||||||||||||||||||||||||
| Amortization of unearned compensation | 6 | — | — | 6 | — | — | — | — | 6 | — | ||||||||||||||||||||||||||||||
| Treasury stock acquired and net impact of excise tax | (1,568 | ) | — | — | — | — | — | 9.8 | (1,568 | ) | (1,568 | ) | — | |||||||||||||||||||||||||||
| Cash dividends declared ($2.07 per share) | (517 | ) | — | — | — | (517 | ) | — | — | — | (517 | ) | — | |||||||||||||||||||||||||||
| Distributions to noncontrolling interests | (435 | ) | — | — | — | — | — | — | — | — | (435 | ) | ||||||||||||||||||||||||||||
| Acquisition | 75 | — | — | — | — | — | — | — | — | 75 | ||||||||||||||||||||||||||||||
| 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 | ||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (46 | ) | — | — | — | — | (46 | ) | — | — | (46 | ) | — | |||||||||||||||||||||||||||
| Stock options exercised | 4 | — | — | (1 | ) | — | — | (0.1 | ) | 5 | 4 | — | ||||||||||||||||||||||||||||
| Stock option expense | 5 | — | — | 5 | — | — | — | — | 5 | — | ||||||||||||||||||||||||||||||
| Issuance of stock under award plans, net of forfeitures | 109 | — | — | 33 | — | — | (0.9 | ) | 76 | 109 | — | |||||||||||||||||||||||||||||
| Amortization of unearned compensation | 10 | — | — | 10 | — | — | — | — | 10 | — | ||||||||||||||||||||||||||||||
| Treasury stock acquired and net impact of excise tax | (2,237 | ) | — | — | — | — | — | 13.1 | (2,237 | ) | (2,237 | ) | — | |||||||||||||||||||||||||||
| Cash dividends declared ($2.17 per share) | (518 | ) | — | — | — | (518 | ) | — | — | — | (518 | ) | — | |||||||||||||||||||||||||||
| Distributions to noncontrolling interests | (352 | ) | — | — | — | — | — | — | — | — | (352 | ) | ||||||||||||||||||||||||||||
| Acquisition | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||
| BALANCES, December 31, 2024 | $ | 21,417 | 380.2 | $ | 152 | $ | 2,223 | $ | 30,271 | $ | (208 | ) | 147.4 | $ | (12,144 | ) | $ | 20,294 | $ | 1,123 |
See notes to consolidated financial statements.
CONSOLIDATED STATEM****ENTS OF CASH FLOWS
(In millions)
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Operating activities: | ||||||||||||
| Net earnings before noncontrolling interests | $ | 2,319 | $ | 4,913 | $ | 8,079 | ||||||
| Adjustments: | ||||||||||||
| Depreciation | 1,094 | 931 | 827 | |||||||||
| Amortization | 262 | 238 | 235 | |||||||||
| Stock-based compensation | 132 | 130 | 137 | |||||||||
| Deferred income taxes | (116 | ) | 21 | (47 | ) | |||||||
| Distributions from affiliates | 25 | 34 | 57 | |||||||||
| Equity in earnings of unconsolidated affiliates | (30 | ) | (13 | ) | (11 | ) | ||||||
| Losses and impairments of assets | 137 | — | 102 | |||||||||
| Changes in assets and liabilities (exclusive of acquisitions and dispositions): | ||||||||||||
| Accounts receivable | 319 | 664 | 501 | |||||||||
| Inventories | 518 | (75 | ) | 962 | ||||||||
| Accounts payable | (321 | ) | 361 | (496 | ) | |||||||
| Federal income taxes | 97 | 188 | (337 | ) | ||||||||
| Salaries, wages and related accruals | (385 | ) | (291 | ) | 155 | |||||||
| Other operating activities | (72 | ) | 11 | (92 | ) | |||||||
| Cash provided by operating activities | 3,979 | 7,112 | 10,072 | |||||||||
| Investing activities: | ||||||||||||
| Capital expenditures | (3,173 | ) | (2,214 | ) | (1,948 | ) | ||||||
| Investment in and advances to affiliates | — | (35 | ) | — | ||||||||
| Sale of business | 1 | — | 100 | |||||||||
| Disposition of plant and equipment | 17 | 15 | 32 | |||||||||
| Acquisitions (net of cash acquired) | (758 | ) | (71 | ) | (3,553 | ) | ||||||
| Purchases of investments | (1,296 | ) | (1,472 | ) | (914 | ) | ||||||
| Proceeds from the sale of investments | 1,487 | 1,317 | 590 | |||||||||
| Other investing activities | (12 | ) | (36 | ) | (10 | ) | ||||||
| Cash used in investing activities | (3,734 | ) | (2,496 | ) | (5,703 | ) | ||||||
| Financing activities: | ||||||||||||
| Net change in short-term debt | 105 | (25 | ) | (59 | ) | |||||||
| Proceeds from issuance of long-term debt, net of discount | — | — | 2,092 | |||||||||
| Repayment of long-term debt | (10 | ) | (10 | ) | (1,111 | ) | ||||||
| Bond issuance costs | — | — | (13 | ) | ||||||||
| Proceeds from exercise of stock options | 4 | 12 | 23 | |||||||||
| Payment of tax withholdings on certain stock-based compensation | (53 | ) | (49 | ) | (64 | ) | ||||||
| Distributions to noncontrolling interests | (352 | ) | (435 | ) | (332 | ) | ||||||
| Cash dividends | (522 | ) | (515 | ) | (534 | ) | ||||||
| Acquisition of treasury stock | (2,217 | ) | (1,554 | ) | (2,763 | ) | ||||||
| Proceeds from government incentives | — | — | 275 | |||||||||
| Other financing activities | (13 | ) | (17 | ) | (25 | ) | ||||||
| Cash used in financing activities | (3,058 | ) | (2,593 | ) | (2,511 | ) | ||||||
| Effect of exchange rate changes on cash | (16 | ) | 3 | (6 | ) | |||||||
| (Decrease) increase in cash and cash equivalents and restricted cash and cash equivalents | (2,829 | ) | 2,026 | 1,852 | ||||||||
| Cash and cash equivalents and restricted cash and cash equivalents - beginning of year | 6,387 | 4,361 | 2,509 | |||||||||
| Cash and cash equivalents and restricted cash and cash equivalents - end of year | $ | 3,558 | $ | 6,387 | $ | 4,361 | ||||||
| Non-cash investing activity: | ||||||||||||
| Change in accrued plant and equipment purchases | $ | 115 | $ | 1 | $ | 5 |
See notes to consolidated financial statements.
NUCOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2024, 2023 AND 2022
1. Nature of Operations and Basis of Presentation
Nature of Operations
Nucor is principally a manufacturer of steel and steel products, as well as a scrap broker and processor, with operating facilities and customers primarily located in North America.
Principles of Consolidation
The consolidated financial statements include Nucor and its controlled subsidiaries, including Nucor-Yamato Steel Company (Limited Partnership) (“Nucor-Yamato”), of which Nucor owns 51%; California Steel Industries, Inc. (“CSI”), of which Nucor owns 51%; and Nucor-JFE Steel Mexico, S. de R.L. de C.V. ("NJSM"), of which Nucor owns 51%. All intercompany transactions are eliminated.
Distributions are made to noncontrolling interest partners in Nucor-Yamato in accordance with the limited partnership agreement by mutual agreement of the general partners. At a minimum, sufficient cash is distributed so that each partner may pay its U.S. federal and state income taxes.
Distributions are made to noncontrolling interest partners in CSI in accordance with the stockholder agreement.
Distributions are made to the noncontrolling interest partner in NJSM in accordance with the joint venture agreement.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash equivalents are recorded at cost plus accrued interest, which approximates fair value, and have original maturities of three months or less at the date of purchase. Cash and cash equivalents are maintained primarily with a few high-credit quality financial institutions.
Short-term Investments
Short-term investments are recorded at fair value. Unrealized gains and losses on investments classified as available-for-sale are recorded as a component of accumulated other comprehensive income (loss) if material. Management determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination at each balance sheet date.
Inventories
Inventories are stated at the lower of cost or net realizable value. The Company records any amount required to reduce the carrying value of inventory to net realizable value as a charge to cost of products sold. Scrap and scrap substitute costs are a very significant component of the raw material, semi-finished and finished product inventory balances. The vast majority of the Company’s inventory is recorded on the first-in, first-out method. Production costs are applied to semi-finished and finished product inventory from the approximate period in which they are produced.
Property, Plant and Equipment
Property, plant and equipment is stated at cost, except for property, plant and equipment acquired through acquisitions which is recorded at acquisition date fair value. With the exception of our natural gas wells, depreciation primarily is provided on a straight-line basis over the estimated useful lives of the assets. Depletion of all capitalized costs associated with our natural gas producing properties is expensed on a unit-of-production basis by individual field as the gas from the proved developed reserves is produced. The costs of acquiring unproved natural gas leasehold acreage are capitalized. When proved reserves are found on unproved properties, the associated leasehold cost is transferred to proved properties. Unproved leases are reviewed periodically for any impairment triggering event, and a valuation allowance is provided for any estimated decline in value. The costs of planned major maintenance activities are capitalized as part of other current assets and amortized over the period until the next scheduled major maintenance activity. All other repairs and maintenance activities are expensed when incurred.
Goodwill and Other Intangibles
Goodwill is the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized but is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit, which is a level below the operating segment, to the recorded value, including goodwill. When appropriate, Nucor performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the results of the qualitative assessment, it may be necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. A number of significant assumptions and estimates are involved in the application of the discounted cash flow model to forecast operating cash flows, which could include market growth and market share, sales volumes and prices, raw materials and other costs to produce, discount rate and estimated capital needs. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. Assumptions in estimating future cash flows are subject to a high degree of judgment and complexity. Changes in assumptions and estimates may affect the fair value of goodwill and could result in impairment charges in future periods.
Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line or accelerated basis.
Long-Lived Asset Impairments
We evaluate our property, plant and equipment and finite-lived intangible assets for potential impairment on an individual asset basis or at the lowest level asset grouping for which independent cash flows can be separately identified. Asset impairments are assessed whenever circumstances indicate that the carrying amounts of those productive assets could exceed their projected undiscounted cash flows. When it is determined that impairment exists, the related assets are written down to their estimated fair market value.
Equity Method Investments
Investments in joint ventures in which Nucor shares control over the financial and operating decisions but in which Nucor is not the primary beneficiary are accounted for under the equity method. Each of the Company’s equity method investments is subject to a review for impairment if, and when, circumstances indicate that a decline in fair value below its carrying amount may have occurred. Examples of such circumstances include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee; missed financial projections; a significant adverse change in the regulatory, tax, economic or technological environment of the investee; a significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates; and recurring negative cash flows from operations. If management considers the decline to be other than temporary, the Company would write down the related investment to its estimated fair market value.
Revenue Recognition
Nucor recognizes revenue when obligations under the terms of contracts with our customers are satisfied and collection is reasonably assured; generally, obligations under the terms of contracts are satisfied upon shipment or when control is transferred. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods. In addition, revenue is deferred when cash payments are received or due in advance of performance. See Note 23 for further information.
Income Taxes
Nucor utilizes the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.
Nucor recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of interest expense and other expenses.
Stock-Based Compensation
The Company recognizes the cost of stock-based compensation as an expense using fair value measurement methods. The assumptions used to calculate the fair value of stock-based compensation granted are evaluated and revised for new grants, as necessary, to reflect market conditions and experience.
Foreign Currency Translation
For Nucor’s operations where the functional currency is other than the U.S. dollar, assets and liabilities have been translated at year-end exchange rates, and income and expenses have been translated using average exchange rates for the respective periods. Adjustments resulting from the process of translating an entity’s financial statements into the U.S. dollar have been recorded in accumulated other comprehensive income (loss) and are included in net earnings only upon sale or liquidation of the underlying investments. Foreign currency transaction gains and losses are included in net earnings in the period they occur.
Recently Issued Accounting Pronouncements
In December 2023, new accounting guidance was issued related to income tax disclosures. The new guidance requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The new guidance is effective on a prospective basis for annual periods beginning after December 15, 2024. Early adoption is also permitted
for annual financial statements that have not yet been issued or made available for issuance. This new guidance will likely result in additional required disclosures when adopted. The Company is evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.
In November 2024, new accounting guidance was issued that requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. The new accounting guidance also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The new accounting guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this new accounting guidance can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. The Company is evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.
Recently Adopted Accounting Pronouncements
In November 2023, new accounting guidance was issued that updates reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. This new guidance also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The new guidance is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We adopted this guidance retrospectively on December 31, 2024. As a result, we have enhanced our segment disclosures to include the presentation of cost of sales by segment and the disclosure of our CODMs. The adoption of this accounting guidance affects only our disclosures, with no impacts to our financial condition and results of operations.
3. Short-term Investments
Nucor held $581 million of short-term investments as of December 31, 2024 ($747 million as of December 31, 2023). The investments held as of December 31, 2024 and December 31, 2023 consisted mainly of certificates of deposit (“CD’s”), commercial paper, corporate bonds and U.S. government securities, which were classified as available-for-sale. Interest income on the CD’s and corporate bonds was recorded as earned.
Realized and unrealized gains or losses have been deemed immaterial for disclosure by Nucor management.
4. Accounts Receivable
An allowance for credit losses is maintained for estimated losses resulting from the inability of our customers to make required payments. Accounts receivable are stated net of the allowance for credit losses of $115 million at December 31, 2024 ($127 million at December 31, 2023 and $200 million at December 31, 2022).
5. Inventories
Inventories consisted of approximately 34% raw materials and supplies and 66% finished and semi-finished products at December 31, 2024 (37% and 63%, respectively at December 31, 2023). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.
6. Leases
We lease certain equipment, office space and land. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet.
Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or sometimes more. The exercise of lease renewal options is at our sole discretion and we consider these options in determining the lease term used to establish our right-of-use assets and lease liabilities. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or a purchase option reasonably certain of exercise.
We determine that a contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In evaluating whether we have the right to control the use of an identified asset, we assess whether or not we have the right to control the use of the identified asset and to obtain substantially all of the economic benefit from the use of the identified asset.
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.
Certain of our lease agreements include payments that adjust periodically for consumption of goods provided by the right-of-use asset in excess of contractually determined minimum amounts and for inflation. These variable lease payments are not significant. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Supplemental statement of earnings information related to our leases is as follows (in millions):
| Year Ended December 31, | ||||||||||||||
| Statement of Earnings Classification | 2024 | 2023 | 2022 | |||||||||||
| Operating lease cost | Cost of products sold | $ | 18 | $ | 27 | $ | 24 | |||||||
| Operating lease cost | Marketing, administrative and other expenses | 11 | 3 | 3 | ||||||||||
| Total operating lease cost | $ | 29 | $ | 30 | $ | 27 | ||||||||
| Finance lease cost: | ||||||||||||||
| Amortization of leased assets | Cost of products sold | $ | 30 | $ | 19 | $ | 19 | |||||||
| Interest on lease liabilities | Interest expense, net | 3 | 12 | 12 | ||||||||||
| Total finance lease cost | $ | 33 | $ | 31 | $ | 31 | ||||||||
| Total lease cost | $ | 62 | $ | 61 | $ | 58 |
Supplemental cash flow information related to our leases is as follows (in millions):
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Cash paid for amounts included in measurement of lease liabilities: | ||||||||||||
| Operating cash flows from operating leases | $ | 30 | $ | 30 | $ | 27 | ||||||
| Operating cash flows from finance leases | $ | 11 | $ | 12 | $ | 12 | ||||||
| Financing cash flows from finance leases | $ | 14 | $ | 17 | $ | 16 | ||||||
| Non-cash investing and financing activities: | ||||||||||||
| Additions to right-of-use assets obtained from | ||||||||||||
| Operating lease liabilities | $ | 36 | $ | 27 | $ | 34 | ||||||
| Finance lease liabilities | $ | 15 | $ | 16 | $ | 27 |
Supplemental balance sheet information related to our leases is as follows (in millions):
| December 31, | ||||||||||
| Balance Sheet Classification | 2024 | 2023 | ||||||||
| Assets: | ||||||||||
| Operating lease | Other assets | $ | 107 | $ | 103 | |||||
| Finance lease | Property, plant and equipment, net | 163 | 167 | |||||||
| Total leased | $ | 270 | $ | 270 | ||||||
| Liabilities: | ||||||||||
| Current operating | Accrued expenses and other current liabilities | $ | 24 | $ | 25 | |||||
| Current finance | Current portion of long-term debt and finance lease obligations | 17 | 14 | |||||||
| Non-current operating | Deferred credits and other liabilities | 93 | 82 | |||||||
| Non-current finance | Long-term debt and finance lease obligations due after one year | 174 | 175 | |||||||
| Total leased | $ | 308 | $ | 296 |
Weighted-average remaining lease term and discount rate for our leases are as follows:
| December 31, 2024 | ||||
| Weighted-average remaining lease term - operating leases | 7.8 years | |||
| Weighted-average remaining lease term - finance leases | 13.1 years | |||
| Weighted-average discount rate - operating leases | 4.5 | % | ||
| Weighted-average discount rate - finance leases | 10.4 | % |
The reason for the substantial weighted-average discount rate – finance leases, of 10.4%, is due to Nucor’s past accounting for the respective finance leases under the former accounting guidance for capital leases. Pursuant to the former lease accounting guidance, the recognition of a capital lease asset and associated capital lease liability could not exceed the fair market value of the leased asset at the lease commencement. Accordingly, the incremental borrowing rate was adjusted upward so that the present value of the minimum lease payments would equal the fair value of the asset.
Maturities of lease liabilities by year for our leases were as follows as of December 31, 2024 (in millions):
| Operating Leases | Finance Leases | |||||||
| Maturities of lease liabilities, year ending December 31, | ||||||||
| 2025 | $ | 29 | $ | 25 | ||||
| 2026 | 25 | 24 | ||||||
| 2027 | 19 | 23 | ||||||
| 2028 | 16 | 22 | ||||||
| 2029 | 12 | 21 | ||||||
| Thereafter | 41 | 145 | ||||||
| Total lease payments | $ | 142 | $ | 260 | ||||
| Less imputed interest | (25 | ) | (69 | ) | ||||
| Present value of lease liabilities | $ | 117 | $ | 191 |
7. Property, Plant and Equipment
Property, plant and equipment is carried at historical cost, net of accumulated depreciation. Net property, plant and equipment by major asset class consisted of the following (in millions):
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Land and improvements, net | $ | 1,257 | $ | 1,183 | ||||
| Buildings and improvements | 2,764 | 2,551 | ||||||
| Machinery and equipment | 17,431 | 16,328 | ||||||
| Proved oil and gas properties | 559 | 559 | ||||||
| Leasehold interest in unproved oil and gas properties | 96 | 96 | ||||||
| Construction in process and equipment deposits | 3,758 | 2,122 | ||||||
| 25,865 | 22,839 | |||||||
| Less accumulated depreciation | (12,622 | ) | (11,789 | ) | ||||
| $ | 13,243 | $ | 11,050 |
The estimated useful lives primarily range from five to 25 years for land improvements, four to 40 years for buildings and improvements and two to 15 years for machinery and equipment. The useful life for proved oil and gas properties is based on the unit-of-production method and varies by well.
Included within property, plant and equipment, net, of the steel mills segment at December 31, 2024 is $235 million of assets, net of accumulated depreciation, related to our consolidated joint venture NJSM. During the fourth quarter 2024, the Company determined that a triggering event occurred after review of NJSM’s most recent annual forecast. The Company performed an impairment assessment to determine if
the carrying amount of NJSM exceeded its projected undiscounted cash flows. Upon completion of the assessment, the Company determined that the carrying amount did not exceed its projected undiscounted cash flows and no impairment charge was required. Nucor will continue to monitor NJSM’s financial performance. If NJSM’s financial performance underperforms its forecasts, management may determine that a triggering event has occurred and additional testing may be required.
Raw Materials Segment Asset Impairments
In the fourth quarter of 2022, Nucor decided that it is unlikely to develop the remaining portions of its unproved oil and natural gas properties. As a result of this decision, Nucor recorded a $96.0 million impairment charge for the entire balance of those assets, which are included in the raw materials segment. The impairment charge is included in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2022. We retain ownership of our leasehold interest in unproved oil and natural gas properties. The carrying value of the leasehold interest in unproved oil and gas properties was zero at December 31, 2022.
Financial Assistance Related to Sheet Mill in West Virginia
Nucor received $275 million of financial assistance in 2022 from the West Virginia Department of Economic Development in connection with Nucor’s planned construction of Nucor Steel West Virginia (NSWV), a sheet mill in Mason County, West Virginia. Nucor will earn the financial assistance if, by the Completion Date (defined in the agreement as on or before December 31, 2026), Nucor meets certain capital investment, full-time jobs creation and total annual payroll criteria. Nucor believes that it is probable we will meet these conditions. Nucor spent $180 million in 2022 and $95 million in 2023 in qualifying expenditures for the construction of NSWV, and that amount is included as a contra-asset in construction in process and equipment deposits that are a part of property, plant and equipment, net on the consolidated balance sheet at December 31, 2024 and December 31, 2023. When the NSWV assets are placed into service, the effect of depreciating the assets constructed with the financial assistance will decrease depreciation expense in the consolidated statement of earnings.
8. Goodwill and Other Intangible Assets
The change in the net carrying amount of goodwill for the years ended December 31, 2024 and 2023 by segment is as follows:
| (in millions) | ||||||||||||||||
| Steel | Steel | Raw | ||||||||||||||
| Mills | Products | Materials | Total | |||||||||||||
| Balance, December 31, 2022 | $ | 675 | $ | 2,510 | $ | 735 | $ | 3,920 | ||||||||
| Acquisitions | — | (2 | ) | 45 | 43 | |||||||||||
| Translation | — | 6 | — | 6 | ||||||||||||
| Balance, December 31, 2023 | 675 | 2,514 | 780 | 3,969 | ||||||||||||
| Acquisitions | — | 318 | 17 | 335 | ||||||||||||
| Translation | — | (16 | ) | — | (16 | ) | ||||||||||
| Balance, December 31, 2024 | $ | 675 | $ | 2,816 | $ | 797 | $ | 4,288 |
The majority of goodwill is not tax deductible.
Intangible assets with estimated useful lives of five to 25 years are amortized on a straight-line or accelerated basis and are comprised of the following:
| (in millions) | ||||||||||||||||
| December 31, 2024 | December 31, 2023 | |||||||||||||||
| Gross | Accumulated | Gross | Accumulated | |||||||||||||
| Amount | Amortization | Amount | Amortization | |||||||||||||
| Customer relationships | $ | 4,444 | $ | 1,512 | $ | 4,190 | $ | 1,296 | ||||||||
| Trademarks and trade names | 387 | 192 | 372 | 168 | ||||||||||||
| Other | 129 | 122 | 110 | 100 | ||||||||||||
| $ | 4,960 | $ | 1,826 | $ | 4,672 | $ | 1,564 |
Intangible asset amortization expense was $262 million in 2024 ($238 million in 2023 and $235 million in 2022). Annual amortization expense is estimated to be $253 million in 2025, $248 million in 2026, $245 million in 2027, $242 million in 2028 and $208 million in 2029.
The Company completed its annual goodwill impairment testing as of the first day of the fourth quarter for each of 2024, 2023 and 2022 and concluded that as of each such date there was no impairment of goodwill for any of its reporting units.
There are no material historical accumulated impairment charges, by segment or in the aggregate, related to goodwill.
9. Equity Investments
The carrying value of our equity investments in domestic and foreign companies was $483 million at December 31, 2024 ($480 million at December 31, 2023), and is recorded in other assets in the consolidated balance sheets.
NuMit
Nucor owns a 50% economic and voting interest in NuMit LLC (“NuMit”). NuMit owns 100% of the equity interest in Steel Technologies LLC, an operator of 32 sheet processing facilities located throughout the United States, Canada and Mexico. Nucor accounts for its investment in NuMit (on a one-month lag basis) under the equity method, as control and risk of loss are shared equally between the members of NuMit. Nucor’s investment in NuMit was $438 million at December 31, 2024 ($432 million at December 31, 2023). Nucor received distributions of $25 million, $33 million, and $56 million from NuMit during 2024, 2023 and 2022, respectively.
All Equity Investments
Nucor reviews its equity investments for impairment if and when circumstances indicate that a decline in fair value below their carrying amounts may have occurred. There were no triggering events that caused management to pursue additional testing of our equity method investments in 2024.
10. Current Liabilities
Book overdrafts, included in accounts payable in the consolidated balance sheets, were $146 million at December 31, 2024 ($159 million at December 31, 2023). Dividends payable, included in accrued expenses and other current liabilities in the consolidated balance sheets, were $129 million at December 31, 2024 ($134 million at December 31, 2023).
11. Debt and Other Financing Arrangements
| December 31, | ||||||||
| (in millions) | 2024 | 2023 | ||||||
| Industrial revenue bonds due from 2025 to 2061 (1) | $ | 1,350 | $ | 1,350 | ||||
| NJSM notes due from 2025 to 2029 (2) | 80 | 80 | ||||||
| Notes, 2.000%, due 2025 | 500 | 500 | ||||||
| Notes, 3.950%, due 2025 | 500 | 500 | ||||||
| Notes, 4.300%, due 2027 | 500 | 500 | ||||||
| Term notes, 2.950%, due 2027 (3) | 48 | 58 | ||||||
| Notes, 3.950%, due 2028 | 500 | 500 | ||||||
| Notes, 2.700%, due 2030 | 500 | 500 | ||||||
| Notes, 3.125%, due 2032 | 550 | 550 | ||||||
| Notes, 6.400%, due 2037 | 543 | 543 | ||||||
| Notes, 5.200%, due 2043 | 338 | 338 | ||||||
| Notes, 4.400%, due 2048 | 329 | 329 | ||||||
| Notes, 3.850%, due 2052 | 550 | 550 | ||||||
| Notes, 2.979%, due 2055 | 439 | 439 | ||||||
| Finance lease obligations | 191 | 189 | ||||||
| Total long-term debt and finance lease obligations | 6,918 | 6,926 | ||||||
| Less premium on debt exchange | 165 | 171 | ||||||
| Less debt issuance costs | 28 | 32 | ||||||
| Total amounts outstanding | 6,725 | 6,723 | ||||||
| Less current maturities of long-term debt (2) (3) | 1,025 | 60 | ||||||
| Less current portion of finance lease obligations | 17 | 14 | ||||||
| Total long-term debt and finance lease obligations due after one year | $ | 5,683 | $ | 6,649 |
(1)
The industrial revenue bonds had variable rates ranging from 3.92% to 4.70% at December 31, 2024 and 4.20% to 5.10% at December 31, 2023.
(2)
The NJSM notes relate to borrowings of NJSM under its General Financing Agreement and Promissory Note (the “NJSM Facility”). The maximum amount NJSM could borrow under the NJSM Facility was $80 million at December 31, 2024. The NJSM Facility is uncommitted. Borrowings under the NJSM Facility had variable rates ranging from 5.46% to 6.88% at December 31, 2024.
(3)
The term notes were assumed in conjunction with the acquisition of 51% ownership of CSI on February 1, 2022. The original principal amount of the notes was $101 million, with a fixed rate of 2.95% until September 30, 2026 when they will convert to a floating rate. Payments of $3 million are due quarterly along with accrued interest. The term notes mature on March 31, 2027. (See Note 24.)
Annual aggregate long-term debt maturities are: $1.03 billion in 2025, $65 million in 2026, $532 million in 2027, $553 million in 2028, $66 million in 2029 and $4.48 billion thereafter
Nucor's $1.75 billion revolving credit facility remains undrawn and has a maturity date of November 5, 2026. The unsecured revolving credit facility provides up to $1.75 billion in revolving loans and allows up to $500 million in additional commitments at Nucor’s election in accordance with the terms set forth in the credit agreement. Up to $100 million of the credit facility is available for the issuance of letters of credit and up to $500 million is available for the issuance of revolving loans for Nucor subsidiaries in accordance with the terms set forth in the credit agreement. The credit facility provides for a pricing grid based upon the credit rating of Nucor’s senior unsecured long-term debt and, alternatively, interest rates quoted by lenders in connection with competitive bidding. The credit facility includes customary financial and other covenants, including a limit on the ratio of funded debt to total capital of 60%, a limit on Nucor’s
ability to pledge the Company’s assets and a limit on consolidations, mergers and sales of assets. As of December 31, 2024, Nucor’s funded debt to total capital ratio was 25%, and Nucor was in compliance with all covenants under the credit facility. No borrowings were outstanding under the credit facility as of December 31, 2024 and 2023.
On March 11, 2022, Nucor completed the issuance and sale of $550 million aggregate principal amount of its 3.125% Notes due 2032 (the “2032 Notes”) and $550 million aggregate principal amount of its 3.850% Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “2032/2052 Notes”). The net proceeds from the issuance and sale of the 2032/2052 Notes were used along with cash on hand to redeem all of the outstanding $600 million aggregate principal amount of our 4.125% Notes due 2022 (the “2022 Notes”) and $500 million aggregate principal amount of our 4.000% Notes due 2023 (the “2023 Notes”) pursuant to the terms of the indenture governing the 2022 Notes and the 2023 Notes. The net proceeds from the issuance and sale of the 2032/2052 Notes were $1.09 billion, after expenses and the underwriting discount. Costs of $15 million associated with the issuance and sale of the 2032/2052 Notes have been capitalized and will be amortized over the life of the 2032/2052 Notes.
On April 25, 2022, Nucor redeemed all $500 million aggregate principal amount outstanding of the 2023 Notes using a portion of the net proceeds from the issuance and sale of the 2032/2052 Notes. On August 15, 2022, Nucor redeemed all $600 million aggregate principal amount outstanding of the 2022 Notes using the remaining portion of the net proceeds from the issuance and sale of the 2032/2052 Notes.
On May 23, 2022, Nucor completed the issuance and sale of $500 million aggregate principal amount of its 3.950% Notes due 2025 (the “2025 Notes”) and $500 million aggregate principal amount of its 4.300% Notes due 2027 (the “2027 Notes” and, together with the 2025 Notes, the “2025/2027 Notes”). The net proceeds from the issuance and sale of the 2025/2027 Notes were used for general corporate purposes and to pay a portion of the purchase price for the acquisition of C.H.I. The net proceeds from the issuance and sale of the 2025/2027 Notes were $992 million, after expenses and the underwriting discount. Costs of $6 million associated with the issuance and sale of the 2025/2027 Notes have been capitalized and will be amortized over the life of the 2025/2027 Notes.
Harris Steel has credit facilities totaling approximately $18 million, with no outstanding borrowings at December 31, 2024 and 2023.
The business of Nucor Trading S.A. is financed by uncommitted trade credit arrangements with a number of European banking institutions. As of December 31, 2024, Nucor Trading S.A. had outstanding borrowings of $45 million ($24 million as of December 31, 2023). NJSM maintains an uncommitted trade credit agreement with three banking institutions. As of December 31, 2024, NJSM had outstanding borrowings of $180 million ($95 million as of December 31, 2023) under the trade credit agreement. Nucor Trading S.A. and NJSM's credit arrangements are presented in short-term debt in the consolidated balance sheets.
Letters of credit totaling $59 million were outstanding as of December 31, 2024 ($58 million as of December 31, 2023), related to certain obligations, including workers’ compensation, utilities deposits and credit arrangements by Nucor Trading S.A. for commitments to purchase inventories.
12. Capital Stock
The par value of Nucor’s common stock is $0.40 per share and there are 800 million shares authorized. In addition, 250,000 shares of preferred stock, par value $4.00 per share, are authorized, with preferences, rights and restrictions as may be fixed by the Board of Directors. There are no shares of preferred stock issued or outstanding.
Dividends declared per share were $2.170 in 2024 ($2.070 in 2023 and $2.010 per share in 2022).
The Company repurchased approximately $2.22 billion of its common stock in 2024 (approximately $1.55 billion in 2023 and $2.76 billion in 2022).
On May 11, 2023, the Company announced that the Board of Directors had approved a share repurchase program under which the Company is authorized to repurchase up to $4.00 billion of the Company’s common stock and terminated all previously authorized share repurchase programs. Share repurchases are made from time to time in the open market at prevailing market prices or through private transactions or block trades. The timing and amount of repurchases will depend on market conditions, share price, applicable legal requirements and other factors. The share repurchase authorization is discretionary and has no expiration date. At December 31, 2024, the Company had approximately $1.11 billion available for share repurchases under the program authorized by the Company’s Board of Directors.
13. Derivative Financial Instruments
The following tables summarize information regarding Nucor’s derivative financial instruments (in millions):
| Fair Value at | ||||||||||
| December 31, | ||||||||||
| Fair Value of Derivative Financial Instruments | Consolidated Balance Sheet Location | 2024 | 2023 | |||||||
| Asset derivatives designated as hedging instruments: | ||||||||||
| Commodity contracts | Other current assets | $ | 4 | $ | — | |||||
| Commodity contracts | Other assets | 2 | — | |||||||
| Total asset derivatives designated as hedging instruments | 6 | — | ||||||||
| Asset derivatives not designated as hedging instruments: | ||||||||||
| Foreign exchange contracts | Other current assets | 1 | — | |||||||
| Total asset derivatives | $ | 7 | $ | — | ||||||
| Liability derivatives designated as hedging instruments: | ||||||||||
| Commodity contracts | Accrued expenses and other current liabilities | $ | (4 | ) | $ | (15 | ) | |||
| Commodity contracts | Deferred credits and other liabilities | — | (4 | ) | ||||||
| Total liability derivatives designated as hedging instruments | (4 | ) | (19 | ) | ||||||
| Liability derivatives not designated as hedging instruments: | ||||||||||
| Commodity contracts | Accrued expenses and other current liabilities | — | (4 | ) | ||||||
| Total liability derivatives | $ | (4 | ) | $ | (23 | ) |
The Effect of Derivative Financial Instruments on the Consolidated Statements of Earnings
| Derivatives Designated as Hedging Instruments for the Year Ended December 31, (in millions) | ||||||||||||||||||||||||||||||||||||||
| Amount of Gain or | ||||||||||||||||||||||||||||||||||||||
| (Loss), Net of Tax, | ||||||||||||||||||||||||||||||||||||||
| Amount of Gain or (Loss), | Reclassified from | Amount of Gain or (Loss), | ||||||||||||||||||||||||||||||||||||
| Statement of | Net of Tax, Recognized | Accumulated OCI into | Net of Tax, Recognized | |||||||||||||||||||||||||||||||||||
| Derivatives in Cash Flow | Earnings | in OCI on Derivatives | Earnings on Derivatives | in Earnings on Derivatives | ||||||||||||||||||||||||||||||||||
| Hedging Relationships | Location | (Effective Portion) | (Effective Portion) | (Ineffective Portion) | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | 2024 | 2023 | 2022 | ||||||||||||||||||||||||||||||
| Commodity contracts | Cost of products sold | $ | (6 | ) | $ | (52 | ) | $ | 77 | $ | (21 | ) | $ | (12 | ) | $ | 52 | $ | — | $ | — | $ | — |
At December 31, 2024, natural gas swaps covering approximately 33 million MMBTUs (extending through December 2026) were outstanding.
14. Fair Value Measurements
The following table summarizes information regarding Nucor’s financial assets and liabilities that are measured at fair value. Nucor does not have any non-financial assets or liabilities that are measured at fair value on a recurring basis.
| (in millions) | ||||||||||||||||
| Fair Value Measurements at Reporting Date Using | ||||||||||||||||
| Quoted Prices | ||||||||||||||||
| in Active | Significant | |||||||||||||||
| Carrying | Markets for | Other | Significant | |||||||||||||
| Amount in | Identical | Observable | Unobservable | |||||||||||||
| Consolidated | Assets | Inputs | Inputs | |||||||||||||
| Description | Balance Sheets | (Level 1) | (Level 2) | (Level 3) | ||||||||||||
| As of December 31, 2024 | ||||||||||||||||
| Assets: | ||||||||||||||||
| Cash equivalents | $ | 2,821 | $ | 2,821 | $ | — | $ | — | ||||||||
| Short-term investments | 581 | 581 | ||||||||||||||
| Derivative contracts | 7 | — | 7 | — | ||||||||||||
| Restricted cash and cash equivalents | — | — | — | — | ||||||||||||
| Other assets | 96 | 27 | — | 69 | ||||||||||||
| Total assets | $ | 3,505 | $ | 3,429 | $ | 7 | $ | 69 | ||||||||
| Liabilities: | ||||||||||||||||
| Derivative contracts | $ | (4 | ) | $ | — | $ | (4 | ) | $ | — | ||||||
| As of December 31, 2023 | ||||||||||||||||
| Assets: | ||||||||||||||||
| Cash equivalents | $ | 5,725 | $ | 5,725 | $ | — | $ | — | ||||||||
| Short-term investments | 747 | 747 | — | — | ||||||||||||
| Derivative contracts | - | — | — | — | ||||||||||||
| Restricted cash and cash equivalents | 3 | 3 | — | — | ||||||||||||
| Other assets | 48 | 4 | — | 44 | ||||||||||||
| Total assets | $ | 6,523 | $ | 6,479 | $ | — | $ | 44 | ||||||||
| Liabilities: | ||||||||||||||||
| Derivative contracts | $ | (23 | ) | $ | — | $ | (23 | ) | $ | — |
Fair value measurements for Nucor’s cash equivalents, short-term investments and restricted cash and cash equivalents and an investment in a publicly traded nuclear power equipment manufacturer are classified under Level 1 because such measurements are based on quoted market prices in active markets for identical assets. Fair value measurements for Nucor’s derivatives, which are typically commodity or foreign exchange contracts, are classified under Level 2 because such measurements are based on published market prices for similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit risks, spot and future commodity prices, and spot and future exchange rates. Fair value measurements of Nucor's investments in privately held companies, most of which is in a nuclear fusion technology company, are classified under Level 3 because such measurements are based on unobservable inputs that indicate a change in fair value, including the transaction price in the event of a change in ownership of the investee (e.g. the sale of other investors' interest in the company) or the transaction price in the event of additional equity issuances of the investee. There were no transfers between levels in the fair value hierarchy for the periods presented.
The fair value of short-term and long-term debt, including current maturities, was approximately $6.19 billion at December 31, 2024 (approximately $6.22 billion at December 31, 2023). The debt fair value estimates are classified under Level 2 because such estimates are based on readily available market prices of our debt at December 31, 2024 and 2023, or similar debt with the same maturities, ratings and interest rates.
15. Contingencies
We are from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. We do not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on our results of operations, financial position or cash flows. Nucor maintains liability insurance with self-insurance limits for certain risks.
16. Stock-Based Compensation
Overview
The Company maintains the Nucor Corporation 2014 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) under which the Company may award stock-based compensation to key employees, officers and non-employee directors. The Company’s stockholders approved an amendment and restatement of the Omnibus Plan on May 14, 2020. The Company also amended the Omnibus Plan on September 14, 2023. The Omnibus Plan, as amended and restated, permits the award of stock options, restricted stock units, restricted shares and other stock-based awards for up to 19 million shares of the Company’s common stock. As of December 31, 2024, 3 million shares remained available for award under the Omnibus Plan.
The Company also maintains a number of inactive plans under which stock-based awards remain outstanding but no further awards may be made. As of December 31, 2024, 0.1 million shares were reserved for issuance upon the future settlement of outstanding awards under such inactive plans.
Stock Options
Stock options may be granted to Nucor’s key employees, officers and non-employee directors with exercise prices at 100% of the market value on the date of the grant. The stock options granted are generally exercisable at the end of three years and have a term of 10 years.
A summary of activity under Nucor’s stock option plans is as follows (shares in thousands):
| Year Ended December 31, | ||||||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||||||
| Weighted- | Weighted- | Weighted- | ||||||||||||||||||||||
| Average | Average | Average | ||||||||||||||||||||||
| Exercise | Exercise | Exercise | ||||||||||||||||||||||
| Shares | Price | Shares | Price | Shares | Price | |||||||||||||||||||
| Number of shares under stock options: | ||||||||||||||||||||||||
| Outstanding at beginning of year | 718 | $ | 78.33 | 837 | $ | 66.76 | 1,186 | $ | 55.58 | |||||||||||||||
| Granted | 73 | $ | 168.85 | 91 | $ | 133.03 | 98 | $ | 130.71 | |||||||||||||||
| Exercised | (64 | ) | $ | 55.84 | (210 | ) | $ | 55.85 | (447 | ) | $ | 51.14 | ||||||||||||
| Canceled | (3 | ) | $ | 168.85 | — | $ | — | — | $ | — | ||||||||||||||
| Outstanding at end of year | 724 | $ | 89.06 | 718 | $ | 78.33 | 837 | $ | 66.76 | |||||||||||||||
| Stock options exercisable at end of year | 490 | $ | 63.65 | 433 | $ | 48.33 | 313 | $ | 59.60 |
The total intrinsic value of stock options (the amount by which the stock price exceeded the exercise price of the stock option on the date of exercise) that were exercised during 2024 was $9 million ($25 million in 2023 and $32 million in 2022).
The following table summarizes information about stock options outstanding at December 31, 2024 (shares in thousands):
| Options Outstanding | Options Exercisable | |||||||||||||||||
| Weighted- | ||||||||||||||||||
| Average | Weighted- | Weighted- | ||||||||||||||||
| Range of | Number | Remaining Contractual | Average Exercise | Number | Average Exercise | |||||||||||||
| Exercise Prices | Outstanding | Life | Price | Exercisable | Price | |||||||||||||
| $40.00 - $70.00 | 355 | 5.2 years | $ | 44.06 | 355 | $ | 44.06 | |||||||||||
| $70.01 - $100.00 | — | 0.0 years | $ | — | — | $ | — | |||||||||||
| $100.01 - $130.00 | 116 | 6.4 years | $ | 110.74 | 116 | $ | 110.74 | |||||||||||
| $130.01 - $160.00 | 183 | 7.9 years | $ | 131.86 | 16 | $ | 131.44 | |||||||||||
| $160.01 - $168.85 | 70 | 9.4 years | $ | 168.85 | 4 | $ | 168.85 | |||||||||||
| $40.00 - $168.85 | 724 | 6.5 years | $ | 89.06 | 491 | $ | 63.65 |
As of December 31, 2024, the total aggregate intrinsic value of stock options outstanding and stock options exercisable was $26 million and $26 million, respectively.
The grant date fair value of stock options granted was $67.83 per share in 2024 ($49.62 per share in 2023 and $45.27 per share in 2022). The fair value was estimated using the Black-Scholes options pricing model with the following assumptions:
| 2024 | 2023 | 2022 | ||||||||||
| Exercise price | $ | 168.85 | $ | 133.03 | $ | 130.71 | ||||||
| Expected dividend yield | 1.28 | % | 1.53 | % | 1.53 | % | ||||||
| Expected stock price volatility | 37.69 | % | 37.55 | % | 35.77 | % | ||||||
| Risk-free interest rate | 4.52 | % | 3.66 | % | 2.98 | % | ||||||
| Expected life (years) | 6.5 | 6.5 | 6.5 |
Stock options granted to employees who are eligible for retirement on the date of the grant are expensed immediately since these awards vest upon retirement from the Company. Retirement, for purposes of vesting in these stock options, means termination of employment after satisfying age and years of service requirements. Similarly, stock options granted to employees who will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee will become retirement-eligible. Compensation expense for stock options granted to employees who will not become retirement-eligible prior to the end of the vesting term is recognized on a straight-line basis over the vesting period. Compensation expense for stock options was $5 million in 2024 ($5 million in 2023 and $5 million in 2022). As of December 31, 2024, unrecognized compensation expense related to stock options was $2 million, which is expected to be recognized over a weighted-average period of 1.9 years.
Restricted Stock Units
Nucor annually grants restricted stock units (“RSUs”) to key employees, officers and non-employee directors. The RSUs granted to key employees and officers vest and are converted to common stock in three equal installments on each of the first three anniversaries of the grant date, provided that a portion of the RSUs awarded to an officer prior to 2018 vest only upon the officer’s retirement. Retirement, for purposes of vesting in these RSUs only, means termination of employment with approval of the Compensation and Executive Development Committee of the Board of Directors after satisfying age and years of service requirements. RSUs granted to a non-employee director are fully vested on the grant date and are payable to the non-employee director in the form of common stock after the termination of the director’s service on the Board of Directors.
RSUs granted to employees who are eligible for retirement on the date of the grant are expensed immediately, and RSUs granted to employees who will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee will become retirement-eligible since these awards vest upon retirement from the Company. Compensation expense for RSUs granted to employees who will not become retirement-eligible prior to the end of the vesting term is recognized on a straight-line basis over the vesting period.
Cash dividend equivalents are paid to holders of RSUs each quarter. Dividend equivalents paid on RSUs expected to vest are recognized as a reduction in retained earnings.
The fair value of an RSU is determined based on the closing price of Nucor’s common stock on the date of the grant.
A summary of Nucor’s RSU activity is as follows (shares in thousands):
| Year Ended December 31, | ||||||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||||||
| Grant Date | Grant Date | Grant Date | ||||||||||||||||||||||
| Shares | Fair Value | Shares | Fair Value | Shares | Fair Value | |||||||||||||||||||
| Restricted stock units: | ||||||||||||||||||||||||
| Unvested at beginning of year | 947 | $ | 124.89 | 1,003 | $ | 98.66 | 1,167 | $ | 60.45 | |||||||||||||||
| Granted | 749 | $ | 168.85 | 831 | $ | 133.03 | 774 | $ | 130.71 | |||||||||||||||
| Vested | (651 | ) | $ | 143.20 | (873 | ) | $ | 102.79 | (916 | ) | $ | 77.21 | ||||||||||||
| Canceled | (24 | ) | $ | 149.59 | (14 | ) | $ | 106.76 | (22 | ) | $ | 93.73 | ||||||||||||
| Unvested at end of year | 1,021 | $ | 144.89 | 947 | $ | 124.89 | 1,003 | $ | 98.66 |
Compensation expense for RSUs was $106 million in 2024 ($88 million in 2023 and $80 million in 2022). The total fair value of shares vested during 2024 was $110 million ($121 million in 2023 and $120 million in 2022). As of December 31, 2024, unrecognized compensation expense related to unvested RSUs was $101 million, which is expected to be recognized over a weighted-average period of 1.1 years.
Restricted Stock Awards
Prior to their expiration effective December 31, 2017, the Nucor Corporation Senior Officers Long-Term Incentive Plan and the Nucor Corporation Senior Officers Annual Incentive Plan authorized the award of shares of common stock to officers subject to certain conditions and restrictions. Effective January 1, 2018, the Company adopted supplements to the Omnibus Plan with terms that permit the award of shares of common stock to officers subject to the conditions and restrictions described below, which are substantially similar to those of the expired Senior Officers Long-Term Incentive Plan and Senior Officers Annual Incentive Plan. The expired Senior Officers Long-Term Incentive Plan, together with the applicable supplement, is referred to below as the “LTIP,” and the expired Senior Officers Annual Incentive Plan, together with the applicable supplement, is referred to below as the “AIP.”
The LTIP provides for the award of shares of restricted common stock at the end of each LTIP performance measurement period at no cost to officers if certain financial performance goals are met during the period. One-third of the LTIP restricted stock award vests upon each of the first three anniversaries of the award date or, if earlier, upon the officer’s attainment of age 55 while employed by Nucor. Although participants are entitled to cash dividends and may vote such awarded shares, the sale or transfer of such shares is limited during the restricted period.
The AIP provides for the payment of annual cash incentive awards. An AIP participant may elect, however, to defer payment of up to one-half of an AIP award. In such event, the deferred AIP award is converted into common stock units and credited with a deferral incentive, in the form of additional common stock units, equal to 25% of the number of common stock units attributable to the deferred AIP award. Common stock units attributable to deferred AIP awards are fully vested. Common stock units credited as a deferral incentive vest upon the AIP participant’s attainment of age 55 while employed by Nucor. Vested common stock units are paid to AIP participants in the form of shares of common stock following their termination of employment with Nucor.
A summary of Nucor’s restricted stock activity under the AIP and the LTIP is as follows (shares in thousands):
| Year Ended December 31, | ||||||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||||||
| Grant Date | Grant Date | Grant Date | ||||||||||||||||||||||
| Shares | Fair Value | Shares | Fair Value | Shares | Fair Value | |||||||||||||||||||
| Restricted stock units and restricted stock awards: | ||||||||||||||||||||||||
| Unvested at beginning of year | 210 | $ | 145.55 | 209 | $ | 108.55 | 107 | $ | 57.17 | |||||||||||||||
| Granted | 421 | $ | 187.54 | 414 | $ | 171.38 | 465 | $ | 128.62 | |||||||||||||||
| Vested | (383 | ) | $ | 175.06 | (406 | ) | $ | 152.68 | (356 | ) | $ | 119.29 | ||||||||||||
| Canceled | — | $ | — | (7 | ) | $ | 154.05 | (7 | ) | $ | 113.86 | |||||||||||||
| Unvested at end of year | 248 | $ | 169.36 | 210 | $ | 145.55 | 209 | $ | 108.55 |
Compensation expense for common stock and common stock units awarded under the AIP and the LTIP is recorded over the performance measurement and vesting periods based on the anticipated number and market value of shares of common stock and common stock units to be awarded. Compensation expense for anticipated awards based upon Nucor’s financial performance, exclusive of amounts payable in cash, was $21 million in 2024 ($38 million in 2023 and $51 million in 2022). The total fair value of shares vested during 2024 was $71 million ($69 million in 2023 and $46 million in 2022). As of December 31, 2024, unrecognized compensation expense related to unvested restricted stock awards was $10 million, which is expected to be recognized over a weighted-average period of 1.7 years.
17. Employee Benefit Plans
Nucor makes contributions to a Profit Sharing and Retirement Savings Plan for qualified employees based on the profitability of the Company. Nucor’s expense for these benefits totaled $298 million in 2024 ($611 million in 2023 and $994 million in 2022). The related liability for these benefits is included in salaries, wages and related accruals in the consolidated balance sheets.
Nucor also has a medical plan covering certain eligible early retirees. The unfunded obligation, included in deferred credits and other liabilities in the consolidated balance sheets, totaled $35 million at December 31, 2024 ($33 million at December 31, 2023). The expense associated with this early retiree medical plan totaled $3 million in 2024 ($0.3 million in 2023 and $2 million in 2022). The discount rate used by Nucor in determining its benefit obligation was 5.7% in 2024 (5.0% in 2023 and 5.2% in 2022). The health care cost increase trend rate used was 6.3% in 2024 (6.8% in 2023 and 6.3% in 2022). The health care cost increase trend rate is projected to decline gradually to 4.0% by 2050.
18. Interest (Income) Expense
The components of net interest (income) expense are as follows (in millions):
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Interest expense | $ | 228 | $ | 246 | $ | 219 | ||||||
| Interest income | (258 | ) | (276 | ) | (49 | ) | ||||||
| Interest (income) expense, net | $ | (30 | ) | $ | (30 | ) | $ | 170 |
Interest paid was $256 million in 2024 ($257 million in 2023 and $230 million in 2022).
19. Income Taxes
Components of earnings before income taxes and noncontrolling interests are as follows (in millions):
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| United States | $ | 2,884 | $ | 6,204 | $ | 10,213 | ||||||
| Foreign | 18 | 69 | 32 | |||||||||
| $ | 2,902 | $ | 6,273 | $ | 10,245 |
The provision for income taxes consists of the following (in millions):
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Current: | ||||||||||||
| Federal | $ | 587 | $ | 1,128 | $ | 1,896 | ||||||
| State | 77 | 194 | 304 | |||||||||
| Foreign | 35 | 17 | 13 | |||||||||
| Total current | 699 | 1,339 | 2,213 | |||||||||
| Deferred: | ||||||||||||
| Federal | (108 | ) | 20 | 77 | ||||||||
| State | (7 | ) | (19 | ) | (120 | ) | ||||||
| Foreign | (1 | ) | 20 | (4 | ) | |||||||
| Total deferred | (116 | ) | 21 | (47 | ) | |||||||
| Total provision for income taxes | $ | 583 | $ | 1,360 | $ | 2,166 |
A reconciliation of the federal statutory tax rate (21%) to the total provision is as follows:
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Taxes computed at statutory rate | 21.00 | % | 21.00 | % | 21.00 | % | ||||||
| State income taxes, net of federal income tax benefit | 1.79 | % | 2.14 | % | 1.41 | % | ||||||
| Federal research credit | -1.55 | % | -0.51 | % | -0.10 | % | ||||||
| Equity in losses of foreign joint venture | 0.00 | % | 0.17 | % | 0.11 | % | ||||||
| Foreign rate differential | -0.10 | % | 0.10 | % | 0.00 | % | ||||||
| Foreign valuation allowance | 1.13 | % | 0.08 | % | 0.00 | % | ||||||
| Noncontrolling interests | -2.33 | % | -1.27 | % | -0.85 | % | ||||||
| Other, net | 0.15 | % | -0.03 | % | -0.44 | % | ||||||
| Provision for income taxes | 20.09 | % | 21.68 | % | 21.13 | % |
For the year ended December 31, 2024, the effective tax rate on continuing operations was 20.09% compared to 21.68% for the year ended December 31, 2023.
Deferred tax assets and liabilities resulted from the following (in millions):
| December 31, | ||||||||
| 2024 | 2023 | |||||||
| Deferred tax assets: | ||||||||
| Accrued liabilities and reserves | $ | 248 | $ | 253 | ||||
| Allowance for doubtful accounts | 40 | 39 | ||||||
| Inventory | 87 | 141 | ||||||
| Research and development expenditures | 207 | 134 | ||||||
| Post-retirement benefits | 9 | 8 | ||||||
| Hedges | — | 5 | ||||||
| Net operating loss carryforward | 113 | 94 | ||||||
| Tax credit carryforwards | 127 | 216 | ||||||
| Other deferred tax assets | 14 | 12 | ||||||
| Valuation allowance | (152 | ) | (210 | ) | ||||
| Total deferred tax assets | 693 | 692 | ||||||
| Deferred tax liabilities: | ||||||||
| Holdbacks and amounts not due under contracts | (12 | ) | (16 | ) | ||||
| Hedges | (1 | ) | — | |||||
| Intangibles | (690 | ) | (706 | ) | ||||
| Property, plant and equipment | (1,085 | ) | (1,170 | ) | ||||
| Other deferred tax liabilities | (53 | ) | (48 | ) | ||||
| Book/Tax differences on debt modifications | (44 | ) | (44 | ) | ||||
| Total deferred tax liabilities | (1,885 | ) | (1,984 | ) | ||||
| Total net deferred tax liabilities | $ | (1,192 | ) | $ | (1,292 | ) |
Non-current deferred tax assets included in other assets in the consolidated balance sheets were $44 million at December 31, 2024 ($41 million at December 31, 2023). Non-current deferred tax liabilities included in deferred credits and other liabilities in the consolidated balance sheets were $1.24 billion at December 31, 2024 ( $1.33 billion at December 31, 2023). Current federal and state income taxes receivable included in other current assets in the consolidated balance sheets were $218 million at December 31, 2024 ($346 million at December 31, 2023). Nucor paid $508 million in net federal, state and foreign income taxes in 2024 ($1.06 billion and $2.63 billion in 2023 and 2022, respectively).
Nucor has not recognized deferred tax liabilities on its investment in foreign subsidiaries with undistributed earnings that satisfy the permanent reinvestment requirements (the deferred tax liabilities on the investments not permanently reinvested are immaterial). While Nucor considers future earnings to be permanently reinvested, it is expected that potential future distributions will likely be nontaxable. If this assertion of permanent reinvestment were to change, there may be deferred tax liabilities related to the
withholding tax impacts on the actual distribution of certain cumulative undistributed foreign earnings, but the Company believes this amount to be immaterial.
State NOL carryforwards were $200 million at December 31, 2024 ($185 million at December 31, 2023). If unused, they will expire between 2025 and 2044. Foreign NOL carryforwards were $355 million at December 31, 2024 ($326 million at December 31, 2023). If unused, the foreign NOL carryforwards will expire between 2026 and 2034.
At December 31, 2024, Nucor had approximately $212 million of unrecognized tax benefits, of which $209 million would affect Nucor's effective tax rate, if recognized. At December 31, 2023, Nucor had approximately $188 million of unrecognized tax benefits, of which $188 million would affect Nucor's effective tax rate, if recognized.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits recorded in deferred credits and other liabilities in the consolidated balance sheets is as follows (in millions):
| December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Balance at beginning of year | $ | 188 | $ | 142 | $ | 95 | ||||||
| Additions based on tax positions related to current year | 31 | 44 | 55 | |||||||||
| Reductions based on tax positions related to current year | — | — | — | |||||||||
| Additions based on tax positions related to prior years | 7 | 10 | 13 | |||||||||
| Reductions based on tax positions related to prior years | (8 | ) | (1 | ) | (9 | ) | ||||||
| Reductions due to settlements with taxing authorities | — | — | — | |||||||||
| Reductions due to statute of limitations lapse | (6 | ) | (7 | ) | (12 | ) | ||||||
| Balance at end of year | $ | 212 | $ | 188 | $ | 142 |
We estimate that in the next 12 months, our gross uncertain tax positions, exclusive of interest, could decrease by as much as $32 million, as a result of the expiration of the applicable statute of limitations.
During 2024, Nucor recognized $12 million of expense in interest and penalties ($10 million of expense in 2023 and $9 million of expense in 2022). The interest and penalties are included in interest expense, net and marketing, administrative and other expenses, respectively, in the consolidated statements of earnings. As of December 31, 2024, Nucor had approximately $50 million of accrued interest and penalties related to uncertain tax positions (approximately $37 million at December 31, 2023). The accrued interest and penalties are included in accrued expenses and other current liabilities and deferred credits and other liabilities, respectively, in the consolidated balance sheets.
The IRS is currently examining Nucor’s 2015, 2019, and 2020 federal income tax returns. Nucor has concluded U.S. federal income tax matters for tax years through 2014, and for the tax years 2016 through 2018. The tax years 2021 through 2023 remain open to examination by the IRS. The 2015 through 2021 Canadian income tax returns for Nucor Rebar Fabrication Group Inc. (formerly known as Harris Steel Group Inc.) and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 2016 through 2023 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada, Trinidad & Tobago, and other state and local jurisdictions).
20. Accumulated Other Comprehensive Income (Loss)
The following tables reflect the changes in accumulated other comprehensive income (loss) by component (in millions):
| Gains and (Losses) on | Foreign Currency | Adjustment to Early | ||||||||||||||
| Hedging Derivatives | Gains (Losses) | Retiree Medical Plan | Total | |||||||||||||
| December 31, 2023 | $ | (14 | ) | $ | (159 | ) | $ | 11 | $ | (162 | ) | |||||
| Other comprehensive income (loss) before reclassifications | (6 | ) | (61 | ) | — | (67 | ) | |||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) into earnings (1) | 21 | — | — | 21 | ||||||||||||
| Net current-period other comprehensive income (loss) | 15 | (61 | ) | — | (46 | ) | ||||||||||
| December 31, 2024 | $ | 1 | $ | (220 | ) | $ | 11 | $ | (208 | ) |
(1)
Includes $21 and $(0) net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts and adjustment to early retiree medical plan, respectively. The tax impacts of these reclassifications were $7 and $(0), respectively.
| Gains and (Losses) on | Foreign Currency | Adjustment to Early | ||||||||||||||
| Hedging Derivatives | Gains (Losses) | Retiree Medical Plan | Total | |||||||||||||
| December 31, 2022 | $ | 26 | $ | (180 | ) | $ | 17 | $ | (137 | ) | ||||||
| Other comprehensive income (loss) before reclassifications | (52 | ) | 21 | (5 | ) | (36 | ) | |||||||||
| Amounts reclassified from accumulated other comprehensive income (loss) into earnings (2) | 12 | — | (1 | ) | 11 | |||||||||||
| Net current-period other comprehensive income (loss) | (40 | ) | 21 | (6 | ) | (25 | ) | |||||||||
| December 31, 2023 | $ | (14 | ) | $ | (159 | ) | $ | 11 | $ | (162 | ) |
(2)
Includes $12 and $(1) net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts and adjustment to early retiree medical plan, respectively. The tax impacts of these reclassifications were $4 and $(0.30), respectively.
21. Earnings Per Share
The computations of basic and diluted net earnings per share are as follows (in millions, except per share data):
| Year Ended December 31, | 2024 | 2023 | 2022 | |||||||||
| Basic net earnings per share: | ||||||||||||
| Basic net earnings | $ | 2,027 | $ | 4,525 | $ | 7,607 | ||||||
| Earnings allocated to participating securities | (9 | ) | (17 | ) | (31 | ) | ||||||
| Net earnings available to common stockholders | $ | 2,018 | $ | 4,508 | $ | 7,576 | ||||||
| Basic average shares outstanding | 238.3 | 249.8 | 262.3 | |||||||||
| Basic net earnings per share | $ | 8.47 | $ | 18.05 | $ | 28.88 | ||||||
| Diluted net earnings per share: | ||||||||||||
| Diluted net earnings | $ | 2,027 | $ | 4,525 | $ | 7,607 | ||||||
| Earnings allocated to participating securities | (9 | ) | (17 | ) | (30 | ) | ||||||
| Net earnings available to common stockholders | $ | 2,018 | $ | 4,508 | $ | 7,577 | ||||||
| Diluted average shares outstanding: | ||||||||||||
| Basic average shares outstanding | 238.3 | 249.8 | 262.3 | |||||||||
| Dilutive effect of stock options and other | 0.2 | 0.6 | 0.9 | |||||||||
| 238.5 | 250.4 | 263.2 | ||||||||||
| Diluted net earnings per share | $ | 8.46 | $ | 18.00 | $ | 28.79 |
The following stock options were excluded from the computation of diluted net earnings per share because their effect would have been anti-dilutive (shares in thousands):
| Year Ended December 31, | 2024 | 2023 | 2022 | |||||||||
| Anti-dilutive stock options: | ||||||||||||
| Weighted-average shares | 35 | - | 25 | |||||||||
| Weighted-average exercise price | $ | 168.85 | $ | — | $ | 130.71 |
22. Segments
Nucor reports its results in the following segments: steel mills, steel products and raw materials. The steel mills segment includes carbon and alloy steel in sheet, bars, structural and plate; steel trading businesses; rebar distribution businesses; and Nucor’s equity method investments in NuMit and NJSM (the latter of which Nucor acquired an additional 1% interest in the fourth quarter of 2023, bringing our total equity ownership to a 51% controlling interest). The steel products segment includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, precision castings, steel fasteners, metal building systems, insulated metal panels, steel grating, tubular products businesses, steel racking, piling products business, wire and wire mesh, overhead doors, and utility towers and structures. The raw materials segment includes The David J. Joseph Company and its affiliates (“DJJ”), primarily a scrap broker and processor; Nu-Iron Unlimited and Nucor Steel Louisiana LLC, two facilities that produce direct reduced iron used by the steel mills; and our natural gas production operations.
Corporate/eliminations include items such as net interest expense on long-term debt, charges and credits associated with changes in allowances to eliminate intercompany profit in inventory, profit sharing expense and stock-based compensation. Corporate assets primarily include cash and cash equivalents, short-term investments, restricted cash and cash equivalents, allowances to eliminate intercompany profit in inventory, deferred income tax assets, federal and state income taxes receivable and investments in and advances to affiliates.
Segment results are regularly reviewed by the Company's Chief Operating Decision Makers ("CODMs"), the President and Chief Executive Officer and Chief Operating Officer, to manage the business, make decisions about resources to be allocated to the segments and to assess performance. The measure of profit and loss that is used by the CODMs to assess segment performance and to allocate resources is earnings before income taxes and noncontrolling interests by segment (“segment
earnings”). Our CODMs evaluate each segment’s performance based on metrics such as net sales, segment earnings and other key financial indicators, guiding strategic decisions to align with company-wide goals.
Segment cost of products sold is considered a significant segment expense and is regularly provided to the CODM. Segment cost of products sold includes amounts related to both net sales to external customers and intercompany sales.
Nucor’s results by segment were as follows (in millions):
| 2024 | ||||||||||||||||
| Steel Mills | Steel Products | Raw Materials | Totals | |||||||||||||
| Sales | ||||||||||||||||
| Net sales to external customers | $ | 18,734 | $ | 10,085 | $ | 1,915 | $ | 30,734 | ||||||||
| Intercompany sales | 4,309 | 553 | 11,365 | 16,227 | ||||||||||||
| Total Sales | 23,043 | 10,638 | 13,280 | 46,961 | ||||||||||||
| Reconciliation of Sales | ||||||||||||||||
| Elimination of intercompany sales | (16,227 | ) | ||||||||||||||
| Net sales to external customers | 30,734 | |||||||||||||||
| Less: | ||||||||||||||||
| Cost of products sold | 20,766 | 8,644 | 11,028 | 40,438 | ||||||||||||
| Other segment items | 51 | 398 | 2,212 | 2,661 | ||||||||||||
| Segment earnings before income taxes and noncontrolling interests | 2,226 | 1,596 | 40 | 3,862 | ||||||||||||
| Reconciliation of earnings before income taxes and noncontrolling interests | ||||||||||||||||
| Corporate/eliminations | (960 | ) | ||||||||||||||
| Earnings before income taxes and noncontrolling interests | $ | 2,902 |
| 2023 | ||||||||||||||||
| Steel Mills | Steel Products | Raw Materials | Totals | |||||||||||||
| Sales | ||||||||||||||||
| Net sales to external customers | $ | 20,093 | $ | 12,759 | $ | 1,862 | $ | 34,714 | ||||||||
| Intercompany sales | 4,812 | 456 | 12,364 | 17,632 | ||||||||||||
| Total Sales | 24,905 | 13,215 | 14,226 | 52,346 | ||||||||||||
| Reconciliation of Sales | ||||||||||||||||
| Elimination of intercompany sales | (17,632 | ) | ||||||||||||||
| Net sales to external customers | 34,714 | |||||||||||||||
| Less: | ||||||||||||||||
| Cost of products sold | 21,120 | 9,357 | 11,787 | 42,264 | ||||||||||||
| Other segment items | 73 | 414 | 2,185 | 2,672 | ||||||||||||
| Segment earnings before income taxes and noncontrolling interests | 3,712 | 3,444 | 254 | 7,410 | ||||||||||||
| Reconciliation of earnings before income taxes and noncontrolling interests | ||||||||||||||||
| Corporate/eliminations | (1,137 | ) | ||||||||||||||
| Earnings before income taxes and noncontrolling interests | $ | 6,273 |
| 2022 | ||||||||||||||||
| Steel Mills | Steel Products | Raw Materials | Totals | |||||||||||||
| Sales | ||||||||||||||||
| Net sales to external customers | $ | 24,190 | $ | 15,060 | $ | 2,262 | $ | 41,512 | ||||||||
| Intercompany sales | 5,859 | 547 | 13,715 | 20,121 | ||||||||||||
| Total Sales | 30,049 | 15,607 | 15,977 | 61,633 | ||||||||||||
| Reconciliation of Sales | ||||||||||||||||
| Elimination of intercompany sales | (20,121 | ) | ||||||||||||||
| Net sales to external customers | 41,512 | |||||||||||||||
| Less: | ||||||||||||||||
| Cost of products sold | 22,760 | 11,213 | 13,020 | 46,993 | ||||||||||||
| Other segment items | 90 | 301 | 2,460 | 2,851 | ||||||||||||
| Segment earnings before income taxes and noncontrolling interests | 7,199 | 4,093 | 497 | 11,789 | ||||||||||||
| Reconciliation of earnings before income taxes and noncontrolling interests | ||||||||||||||||
| Corporate/eliminations | (1,544 | ) | ||||||||||||||
| Earnings before income taxes and noncontrolling interests | $ | 10,245 |
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Depreciation expense: | ||||||||||||
| Steel mills | $ | 728 | $ | 611 | $ | 529 | ||||||
| Steel products | 150 | 131 | 116 | |||||||||
| Raw materials | 197 | 174 | 171 | |||||||||
| Corporate | 19 | 15 | 11 | |||||||||
| $ | 1,094 | $ | 931 | $ | 827 | |||||||
| Amortization expense: | ||||||||||||
| Steel mills | $ | 8 | $ | 8 | $ | 8 | ||||||
| Steel products | 226 | 202 | 199 | |||||||||
| Raw materials | 28 | 28 | 28 | |||||||||
| $ | 262 | $ | 238 | $ | 235 | |||||||
| Segment assets: | ||||||||||||
| Steel mills | $ | 16,582 | $ | 15,407 | $ | 14,157 | ||||||
| Steel products | 11,235 | 10,915 | 12,087 | |||||||||
| Raw materials | 3,656 | 3,547 | 3,383 | |||||||||
| Corporate/eliminations | 2,467 | 5,471 | 2,852 | |||||||||
| $ | 33,940 | $ | 35,340 | $ | 32,479 | |||||||
| Capital expenditures: | ||||||||||||
| Steel mills | $ | 2,238 | $ | 1,440 | $ | 1,453 | ||||||
| Steel products | 497 | 367 | 267 | |||||||||
| Raw materials | 478 | 353 | 182 | |||||||||
| Corporate | 75 | 55 | 50 | |||||||||
| $ | 3,288 | $ | 2,215 | $ | 1,952 |
Net sales by product were as follows (in millions). Further product group breakdown is impracticable.
| Year Ended December 31, | ||||||||||||
| 2024 | 2023 | 2022 | ||||||||||
| Net sales to external customers: | ||||||||||||
| Sheet | $ | 9,248 | $ | 9,147 | $ | 11,438 | ||||||
| Bar | 5,190 | 5,994 | 7,032 | |||||||||
| Structural | 2,276 | 2,429 | 2,928 | |||||||||
| Plate | 2,020 | 2,523 | 2,792 | |||||||||
| Tubular Products | 1,292 | 1,588 | 1,945 | |||||||||
| Rebar Fabrication | 1,777 | 2,182 | 2,206 | |||||||||
| Joist | 1,230 | 2,212 | 2,958 | |||||||||
| Deck | 998 | 1,712 | 2,392 | |||||||||
| Building Systems | 1,347 | 1,376 | 1,793 | |||||||||
| Other Steel Products | 3,441 | 3,689 | 3,766 | |||||||||
| Raw Materials | 1,915 | 1,862 | 2,262 | |||||||||
| $ | 30,734 | $ | 34,714 | $ | 41,512 |
23. Revenue
Nucor recognizes revenue when obligations under the terms of contracts with our customers are satisfied and collection is reasonably assured; generally, obligations under the terms of contracts are satisfied upon shipment or when control is transferred. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods. In addition, revenue is deferred when cash payments are received or due in advance of performance.
The durations of Nucor’s contracts with customers are generally one year or less. Customer payment terms are generally 30 days.
Contract liabilities are primarily related to deferred revenue resulting from cash payments received in advance from customers to protect against credit risk. Contract liabilities totaled $200 million as of December 31, 2024 ($314 million as of December 31, 2023), and are included in accrued expenses and other current liabilities in the consolidated balance sheets. The amount of revenue recognized from the December 31, 2023 contract liabilities balance during 2024 was approximately $177 million.
Nucor disaggregates its revenues by major source in the same manner as presented in the net sales by product table in the segment footnote (see Note 22).
Steel Mills Segment
Sheet – For the majority of sheet products, we transfer control and recognize a sale when we ship the product from the sheet mill to our customer. The amount of consideration we receive and revenue we recognize for spot market sales are based upon prevailing prices at the time of sale. The amount of consideration we receive and revenue we recognize for contract customers are based primarily on pricing formulas that incorporate monthly or quarterly price adjustments which reflect changes in the current market-based indices and/or raw material costs near the time of shipment.
The amount of tons sold to contract customers at any given time depends on a variety of factors, including our consideration of current and future market conditions, our strategy to appropriately balance spot and contract tons in a manner to meet our customers’ requirements while considering the expected profitability, our desire to sustain a diversified customer base and our end-use customers’ perceptions about future market conditions. These contracts are typically one year or less. Contract sales within the steel mills segment are most notable in our sheet operations, as it is common for contract sales to account for the majority of sheet sales in a given year.
Bar, Structural and Plate – For the majority of bar, structural and plate products, we transfer control and recognize a sale when we ship the product from the mill to our customer. The significant majority of bar, structural and plate product sales are spot market sales, and the amount of consideration we receive and revenue we recognize for those sales are based upon prevailing prices at the time of sale.
Steel Products Segment
Tubular Products – The tubular products businesses transfer control and recognize a sale when the products are shipped from our operating locations to our customers. The majority of tubular product sales are spot market sales, and the amount of consideration we receive and revenue we recognize for those sales are based upon prevailing prices at the time of sale.
Rebar Fabrication – The majority of revenue is derived from contracts with customers for the supply of fabricated rebar. As the majority of contracts with customers are fixed price contracts to complete a job, control transfers over time and revenue is recognized (if collection is reasonably assured) over time using an input method, based on the amount of rebar shipped from the Company’s operating locations relative to the total expected amount of rebar required to complete the job.
For contracts to supply fabricated rebar and install it at the customer’s job site, there are two performance obligations: (1) the supply of the fabricated rebar and (2) the installation of the supplied rebar at the customer’s job site. For the supply of fabricated rebar performance obligation, the transaction price allocated to this performance obligation is determined at the start of the contract, based on the awarded contract price for the supplied fabricated rebar and revenue is recognized over time based on the amount of rebar shipped from the Company’s operating locations relative to the total expected amount of rebar required to complete the job. For the installation of supplied rebar performance obligation, the transaction price allocated to this performance obligation is determined at the start of the contract, based on the awarded contract price for the installation of fabricated rebar and revenue is recognized over time based on the amount of rebar installed relative to the total expected amount of rebar required to be installed to complete the job.
While a majority of the contracts with customers are fixed price contracts to complete a job, variable consideration can occur from contract modifications relating to change orders and price escalations caused by changes in underlying material costs. In these situations, the additional variable consideration is recognized cumulatively in the period in which the contract modification is approved and collection is reasonably assured unless the change order relates to additional distinct goods or services at standalone selling prices in which case they are accounted for prospectively. Management reviews these situations on a case-by-case basis and considers a variety of factors, including relevant experience with similar types of performance obligations, the Company’s experience with the customer and collectability considerations.
Other Steel Products – Other steel products include our joist, deck, cold finish, metal building systems, insulated metal panels, piling, overhead doors, towers and structures, and the other remaining businesses that comprise the steel products segment. Generally, for these businesses, we transfer control and recognize a sale when we ship the product from our operating locations to our customers. The amount of consideration we receive and revenue we recognize for those sales are agreed upon with the customers before the product is shipped.
Included in the other steel products businesses is Nucor Racking Group (“NRG”). The majority of NRG’s revenues are related to supply and installation contracts. Revenue on NRG’s supply and installation contracts is primarily recognized over time, typically between three and six months, using the cost-to-cost input measure (e.g., costs incurred to date relative to total estimated costs at completion) to measure progress because it best depicts the transfer of assets to the customer which occurs as the Company incurs costs on the contracts.
Raw Materials Segment
The majority of the raw materials segment revenue from outside customers is generated by DJJ. We transfer control and recognize a sale based on the terms of the agreement with the customer, which is generally when the product has met the delivery requirements. The amount of consideration we receive and revenue we recognize for those sales is based on the contract with the customer, which generally reflects current market prices at the time the contract is entered into.
24. Acquisitions
Acquisition of Rytec Corporation
On July 23, 2024, Nucor used cash on hand to acquire the assets of Rytec Corporation ("Rytec") for a purchase price, net of cash and debt acquired, of approximately $565 million. Rytec is a manufacturer and seller of high-performance overhead doors. Rytec produces spiral metal doors for warehouses, manufacturing facilities, auto dealerships, and parking garages, as well as durable fabric doors that are used in cold storage, manufacturing and clean room applications. We believe this acquisition will help Nucor and C.H.I. Overhead Doors, LLC continue to grow their sales to the commercial market. The Rytec financial results are included as part of the steel products segment (see Note 22) beginning on July 23, 2024, the date Nucor acquired Rytec.
We allocated the purchase price for Rytec to its individual assets acquired and liabilities assumed. While the purchase price allocation is substantially complete, it is still preliminary and subject to change.
The following table summarizes the fair values of the assets acquired and liabilities assumed of Rytec as of July 23, 2024, the date of acquisition (in millions):
| Cash | $ | 1 | ||
| Accounts receivable | 35 | |||
| Inventory | 33 | |||
| Other current assets | 1 | |||
| Property, plant and equipment | 32 | |||
| Goodwill | 275 | |||
| Other intangible assets | 215 | |||
| Other assets | — | |||
| Total assets acquired | 592 | |||
| Accounts payable | 16 | |||
| Salary, wages and related accruals | 5 | |||
| Other current liabilities | 6 | |||
| Total liabilities assumed | 27 | |||
| Net assets acquired | $ | 565 |
The following table summarizes the purchase price allocation to the identifiable intangible assets of Rytec as of July 23, 2024, the date of acquisition (in millions, except years):
| Weighted- | ||||||
| Average Life | ||||||
| Customer relationships | $ | 185 | 15 years | |||
| Trademarks and trade names | 16 | 10 years | ||||
| Other intangibles | 14 | < 1 year | ||||
| $ | 215 |
The goodwill of $275 million is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel products segment (see Note 8). The goodwill is attributable to expected synergies within the steel products segment. Goodwill recognized for tax purposes was $275 million, all of which is deductible for tax purposes. Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of Rytec and, therefore, this information is not presented.
Acquisition of Additional Interest in NJSM
On October 27, 2023, Nucor used cash on hand to acquire an additional 1% equity interest in NJSM bringing our total equity ownership to a 51% controlling interest. We believe this acquisition allows NJSM to benefit from Nucor's galvanized sheet sales expertise in North America.
Prior to this transaction, we accounted for our 50% ownership in NJSM under the equity method. As part of the purchase price allocation for this step acquisition, we remeasured our previously held interest as of the acquisition date which resulted in a $21 million loss recorded in marketing, administrative and other expenses. Neither our previously held equity interest in NJSM nor the loss on remeasuring the equity interest are material to our financial statements.
We allocated the purchase price for NJSM to its individual assets acquired and liabilities assumed.
The following table summarizes the fair values of the assets acquired and liabilities assumed of NJSM, as well as the fair value of the 49% noncontrolling interest not acquired by Nucor, as of October 27, 2023, the date of acquisition (in millions):
| Cash | $ | 11 | ||
| Accounts receivable | 11 | |||
| Inventory | 45 | |||
| Other current assets | 18 | |||
| Property, plant and equipment | 258 | |||
| Goodwill | — | |||
| Other intangible assets | — | |||
| Other assets | — | |||
| Total assets acquired | 343 | |||
| Short-term debt | 95 | |||
| Current portion of long-term debt | 50 | |||
| Other current liabilities | 14 | |||
| Long-term debt due after one year | 30 | |||
| Other liabilities | 1 | |||
| Total liabilities assumed | 190 | |||
| Net assets acquired at 100% | 153 | |||
| Less: fair value of Noncontrolling interest | 75 | |||
| Net assets acquired at 51% | $ | 78 |
The determination of the fair value of noncontrolling interest was calculated using the implied value of 100% of the enterprise value as the purchase price included an immaterial implied control premium on a per-share basis and the noncontrolling interest shareholder will benefit from the transaction and participate in the economic benefits of NJSM after the acquisition.
The NJSM financial results were included as part of the steel mills segment (see Note 22) beginning on October 27, 2023, the acquisition date. Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of NJSM and, therefore, this information is not presented.
Acquisition of C.H.I.
On June 24, 2022, Nucor used cash on hand to acquire the assets of C.H.I. for a purchase price, net of cash acquired, of approximately $3.00 billion. C.H.I. is a leading manufacturer of overhead doors for residential and commercial markets in the United States and Canada. Commercial overhead doors are used in warehousing and retail, areas that Nucor has focused its attention on recently through other value-added products such as insulated metal panels (CENTRIA, Metl-Span and TrueCore brands) and steel racking solutions (Nucor Racking Group). It is expected that the C.H.I. acquisition also will benefit from Nucor’s recent paint line investments at its Hickman, Arkansas and Crawfordsville, Indiana sheet mills. The C.H.I. financial results are included as part of the steel products segment (see Note 22) beginning on June 24, 2022, the date Nucor acquired it.
We allocated the purchase price for C.H.I. to its individual assets acquired and liabilities assumed. The purchase price allocation is complete.
The following table summarizes the fair values of the assets acquired and liabilities assumed of C.H.I. as of June 24, 2022, the date of acquisition (in millions):
| Cash | $ | 159 | ||
| Accounts receivable | 78 | |||
| Inventory | 53 | |||
| Other current assets | 18 | |||
| Property, plant and equipment | 117 | |||
| Goodwill | 1,033 | |||
| Other intangible assets | 2,389 | |||
| Other assets | 10 | |||
| Total assets acquired | 3,857 | |||
| Current liabilities | 75 | |||
| Deferred income taxes | 578 | |||
| Other liabilities | 8 | |||
| Total liabilities assumed | 661 | |||
| Net assets acquired | $ | 3,196 |
The following table summarizes the purchase price allocation to the identifiable intangible assets of C.H.I. as of June 24, 2022, the date of acquisition (in millions, except years):
| Weighted- | ||||||
| Average Life | ||||||
| Customer relationships | $ | 2,242 | 25 years | |||
| Trademarks and trade names | 147 | 13 years | ||||
| Backlog | — | 1 year | ||||
| $ | 2,389 |
The goodwill of $1.04 billion is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel products segment. The goodwill is attributable to expected synergies within the steel products segment. Goodwill recognized for tax purposes was $6 million, all of which is deductible for tax purposes. Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of C.H.I. and, therefore, this information is not presented.
Acquisition of CSI
On February 1, 2022, Nucor used cash on hand to acquire a 51% controlling ownership position in CSI by purchasing a 50% equity interest from a subsidiary of Vale S.A. for a cash purchase price of approximately $400 million, adjusted for net debt and working capital at closing, as well as a 1% equity interest from JFE Steel Corporation. CSI is a flat-rolled steel converter located in California with the capability to produce more than two million tons of finished steel and steel products annually. The company has five product lines, including hot rolled, pickled and oiled, cold rolled, galvanized and electric resistance welded (“ERW”) pipe. Key end-use markets served by CSI include customers in the construction, service center and energy industries. We believe this acquisition helps give Nucor a strong presence in the Western region of the United States and grows our ability to produce a wide range of value-added sheet products. The CSI financial results were included as part of the steel mills segment (see Note 22) beginning on February 1, 2022, the date Nucor acquired its 51% controlling ownership position.
We allocated the purchase price for CSI to its individual assets acquired and liabilities assumed. The purchase price allocation is complete.
The following table summarizes the fair values of 100% of the assets and liabilities of CSI, as well as the fair value of the 49% noncontrolling interest not acquired by Nucor, as of February 1, 2022, the date Nucor acquired its 51% controlling ownership position (in millions):
| Cash | $ | 99 | ||
| Accounts receivable | 159 | |||
| Inventory | 355 | |||
| Other current assets | 5 | |||
| Property, plant and equipment | 567 | |||
| Goodwill | 62 | |||
| Other intangible assets | — | |||
| Other assets | 7 | |||
| Total assets acquired | 1,254 | |||
| Current portion of long-term debt | 10 | |||
| Other current liabilities | 163 | |||
| Long-term debt due after one year | 68 | |||
| Other liabilities | 140 | |||
| Total liabilities assumed | 381 | |||
| Net assets acquired at 100% | 873 | |||
| Less: Fair value of noncontrolling interest | 428 | |||
| Net assets acquired at 51% | $ | 445 |
The determination of the fair value of the noncontrolling interest was calculated using the implied value of 100% of the enterprise value of the business using the purchase price as the purchase price did not include a control premium on a per-share basis and the noncontrolling interest shareholder will participate equally in the economic benefits of CSI after the acquisition.
The goodwill of $62 million is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel mills segment. The goodwill is attributable to the assembled workforce acquired, expanding our Western United States presence and CSI’s value-added product capabilities. None of the goodwill is deductible for tax purposes. Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of CSI and, therefore, this information is not presented.
Other Acquisitions
Other smaller acquisitions, exclusive of purchase price adjustments made and net of cash acquired, totaled approximately $193 million, $71 million and $170 million in 2024, 2023 and 2022, respectively. Pro-forma results of operations for the Company would not be materially different if the aggregate acquisitions made during 2024, 2023 and 2022 were included and, therefore, this information is not presented.
25. Quarterly Information (Unaudited)
| (in millions, except per share data) | ||||||||||||||||
| Year Ended December 31, 2024 | ||||||||||||||||
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
| Net sales | $ | 8,137 | $ | 8,077 | $ | 7,444 | $ | 7,076 | ||||||||
| Gross margin | 1,523 | 1,194 | 758 | 627 | ||||||||||||
| Net earnings before noncontrolling interests (1) | 959 | 712 | 303 | 345 | ||||||||||||
| Net earnings attributable to Nucor stockholders | 845 | 645 | 250 | 287 | ||||||||||||
| Net earnings per share: | ||||||||||||||||
| Basic | $ | 3.46 | $ | 2.68 | $ | 1.05 | $ | 1.22 | ||||||||
| Diluted | $ | 3.46 | $ | 2.68 | $ | 1.05 | $ | 1.22 |
(1) Third quarter of 2024 results include losses and impairments of asset charges of $83 million and $40 million, related to the impairment of certain non-current assets in the raw materials and steel products segments, respectively.
| (in millions, except per share data) | ||||||||||||||||
| Year Ended December 31, 2023 | ||||||||||||||||
| First Quarter | Second Quarter | Third Quarter | Fourth Quarter | |||||||||||||
| Net sales | $ | 8,710 | $ | 9,523 | $ | 8,776 | $ | 7,704 | ||||||||
| Gross margin | 1,998 | 2,502 | 1,921 | 1,394 | ||||||||||||
| Net earnings before noncontrolling interests | 1,232 | 1,587 | 1,221 | 873 | ||||||||||||
| Net earnings attributable to Nucor stockholders | 1,137 | 1,461 | 1,142 | 785 | ||||||||||||
| Net earnings per share: | ||||||||||||||||
| Basic | $ | 4.47 | $ | 5.82 | $ | 4.58 | $ | 3.17 | ||||||||
| Diluted | $ | 4.45 | $ | 5.81 | $ | 4.57 | $ | 3.16 |
Previous: Item 7A. Quantitative and Qualitative Disclosures About Market Risk · Next: Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.