Table of ContentsK

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31 2020, 2023

or

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to________

Commission File Number: 1-4119

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

13-1860817

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1915 Rexford Road, Charlotte, North Carolina

28211

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (704) (704) 366-7000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.40 per share

NUE

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

Indicate by check mark whether the registrant:registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes  No 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

The aggregate market value of the registrant’s common stock held by non-affiliates was approximately $12.43$40.56 billion based upon the closing sales price of the registrant’s common stock on the last business day of the registrant’s most recently completed second fiscal quarter, July 4, 2020.1, 2023.

The number of shares of the registrant’s common stock outstanding as of February 19, 202121, 2024 was 298,045,858.240,745,037.

DOCUMENTS INCORPORATED BY REFERENCE


Portions of the registrant's annual report to stockholders for the year ended December 31, 2023, which will be posted to the registrant's website and furnished to the SEC subsequent to the date hereof are incorporated by reference into Part II of this report to the extent described herein. Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange CommissionSEC in connection with the registrant’s 20212024 Annual Meeting of Stockholders are incorporated by reference ininto Part III of this report to the extent described herein.

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Table of Contents

Nucor Corporation

Annual Report on Form 10-K

For the Fiscal Year Ended December 31, 20202023

Table of Contents

PART I

PART I

Item 1.

Item 1.

Business

1

Item 1A.

Risk Factors

1420

Item 1B.

Unresolved Staff Comments

1925

Item 2.1C.

Cybersecurity

25

Item 2.

Properties

2028

Item 3.

Legal Proceedings

2129

Item 4.

Mine Safety Disclosures

2129

Information About Our Executive Officers

2129

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

2432

Item 6.

Selected Financial Data[Reserved]

2532

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

2633

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

4448

Item 8.

Financial Statements and Supplementary Data

4549

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

8390

Item 9A.

Controls and Procedures

8390

Item 9B.

Other Information

8390

PART III

Item 9C.

`Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

90

PART III

Item 10.

Item 10.

Directors, Executive Officers and Corporate Governance

8491

Item 11.

Executive Compensation

8491

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

8491

Item 13.

Certain Relationships and Related Transactions, and Director Independence

8491

Item 14.

Principal Accountant Fees and Services

8491

PART IV

Item 15.

Exhibits and Financial Statement Schedules

8592

Item 16.

Form 10-K Summary

8996

SIGNATURES

90

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Table of Contents

PART I

Item 1.

Business

97

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PART I

Item 1. Business.

Overview

Nucor Corporation, a Delaware corporation incorporated in 1958, and its affiliates (“Nucor,” the “Company,” “we,” “us” or “our”) manufacture steel and steel products. The Company also produces direct reduced iron (“DRI”)and procures ferrous and non-ferrous materials primarily for use in its steel mills. Through The David J. Joseph Company and its affiliates (“DJJ”), the Company also processes ferrous and nonferrous metals and brokers ferrous and nonferrous metals, pig iron, hot briquetted iron (“HBI”) and DRI.manufacturing business. Most of the Company’s operating facilities and customers are located in North America. The Company’s operations include international trading and sales companies that buy and sell steel and steel products manufactured by the Company and others.

Nucor is North America’s largest recycler, using scrap steel as the primary raw material in producing steel and steel products. In 2020,2023, we recycled approximately 17.818.4 million gross tons of scrap steel.

Segments, PrinciplePrincipal Products Produced, and Markets and Marketing

Nucor reports its results in three segments: steel mills, steel products and raw materials. The steel mills segment is Nucor’s largest segment, representing 60%58% of the Company’s sales to external customers in the year ended December 31, 2020.2023.

We market products from the steel mills and steel products segments mainly through in-house sales forces. We also utilize our internal distribution and trading companies to market our products abroad. The markets for these products are largely tied to capital andend-use markets such as nonresidential construction, durable goods and capital spending andthat are affected by changes in general economic conditions.

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

In recent years we have embarked on a strategy to advance Nucor’s capabilities and further its value creation, as summarized in our Mission Statement: Grow the Core, Expand Beyond and Live Our Culture.

We have examined and prioritized growth opportunities across our core steelmaking, steel products and raw materials operations, and we have identified and executed on several acquisitions and investments to expand the products and services we offer beyond our traditional capabilities. We believe that the Expand Beyond growth opportunities we are pursuing leverage our core competency as a highly efficient, industrial manufacturer working primarily with steel and steel products, while positioning us to generate attractive profit margins and returns on our invested capital selling products into growing end-use markets.

Steel mills segment

In the steel mills segment, Nucor produces sheet steel (hot-rolled, cold-rolled and galvanized), plate steel, structural steel (wide-flange beams, beam blanks, H-piling and sheet piling) and bar steel (blooms, billets, concrete reinforcing bar, merchant bar and engineered special bar quality (“SBQ”)). Nucor manufactures steel principally from scrap steel and scrap steel substitutes using electric arc furnaces (“EAFs”), along with continuous casting and automated rolling mills. The steel mills segment also includes Nucor’s equity method investmentsinvestment in NuMit LLC (“NuMit”) and Nucor-JFE Steel Mexico, S. de R.L. de C.V. (“Nucor-JFE”)(see “Steel joint ventures”- below), as well as international trading and distribution companies that buy and sell steel manufactured by the Company and other steel producers.

The steel mills segment sells its products primarily to steel service centers, fabricators and manufacturers located throughout the United States, Canada and Mexico. The steel mills segment sold

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approximately 18,049,00018,552,000 tons to outside customers in 2020.


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The following chart shows our outside steel shipments by end market:

2023. In 2020,2023, 80% of the shipments made by our steel mills segment were to external customers. The remaining 20% of the steel mills segment’s shipments went to our tubularsteel products piling distributor, joist, deck, rebar fabrication, fastener, metal buildingssegment.

Bar mills - Nucor has 15 bar mills located across the United States that manufacture a broad range of products, including concrete reinforcing bars, hot-rolled bars, rounds, light shapes, structural angles, channels, wire rod and cold finish operations.

highway products in carbon and alloy steels. Four of the bar mills have a significant focus on manufacturing SBQ and wire rod products.

Bar mills - Nucor has 15 bar mills strategically located across the United States that manufacture a broad range of steel products, including concrete reinforcing bars, hot-rolled bars, rounds, light shapes, structural angles, channels, wire rod and highway products in carbon and alloy steels. Four of the bar mills have a significant focus on manufacturing SBQ and wire rod products.

Steel produced by our bar mills has a wide usage serving end markets, including the agricultural, automotive, construction, energy, furniture, machinery, metal building, railroad, recreational equipment, shipbuilding, heavy truck and trailer market segments. Considering Nucor’s production capabilities and the mix of bar products generally produced and marketed, the capacity of the bar mills is estimated at approximately 9,560,000 tons per year.

Reinforcing and merchant bar steel are sold in standard sizes and grades, which allows us to maintain inventory levels of these products to meet our customers’ expected orders. Our SBQ products are hot-rolled to exacting specifications primarily servicing the automotive, energy, agricultural, heavy equipment and transportation sectors.

In April 2022, Nucor announced that it will build a new rebar micro mill, with spooling capabilities, in Lexington, North Carolina. The new micro mill is currently under construction.

In February 2024, Nucor announced that the Board of Directors approved $860 million to construct a rebar micro mill in the Pacific Northwest. Nucor is evaluating potential locations, and the project is expected to take two years to construct, subject to regulatory approvals.

Sheet mills - Nucor operates six sheet mills that produce flat-rolled steel for automotive, appliance, construction, pipe and tube and many other industrial and consumer applications. Included in our six sheet mills is California Steel Industries, Inc., in which Nucor has a 51% controlling ownership position. Considering Nucor’s production capabilities and the mix of flat-rolled products generally produced and marketed, the capacity of the sheet mills is estimated at approximately 14,600,000 tons per year. All of our sheet mills are equipped with galvanizing lines and four of them are equipped with cold rolling mills for further processing of hot-rolled sheet steel.

Sheet mills - Nucor operates five strategically located sheet mills that utilize thin slab casters to produce flat-rolled steel for automotive, appliance, construction, pipe and tube and many other industrial and consumer applications. Considering Nucor’s production capabilities and the mix of flat-rolled products generally produced and marketed, the capacity of the sheet mills is estimated at approximately 11,300,000 tons per year. All of our sheet mills are equipped with galvanizing lines and four of them are equipped with cold rolling mills for the further processing of hot-rolled sheet steel.

Nucor produces hot-rolled, cold-rolled and galvanized sheet steel to customers’ specifications. 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. We estimate that approximately 70%greater than 80% of our sheet steel sales in 20202023 were to contract customers. These sheet sales contracts are noncancellable agreements that generally incorporate monthly or quarterly price adjustments reflecting changes in the current market-based indices and/or raw material cost, and typically have terms ranging from six to 12 months. The balance of our sheet steel sales were made in the spot market at prevailing prices at the time of sale. The amountnumber 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

Nucor owns a 51% controlling economic and voting interest in Nucor-JFE Steel Mexico, S. de R.L. de C.V. ("NJSM"). NJSM is a joint venture with JFE Steel Corporation (“JFE”) of Japan that operates a galvanized sheet sales contractssteel plant in central Mexico with an annual capacity of approximately 400,000 tons, that is expected to supply the country’s automotive market.

In January 2022, Nucor announced it had selected Mason County, West Virginia as the site for its new 3-million-ton state-of-the-art sheet mill. When operational, the new mill will be equipped to produce 84-inch sheet products, and among other features, will include a 76-inch tandem cold mill and two galvanizing lines capable of producing advanced high-end automotive and construction grades.

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Structural mills - Nucor operates two structural mills that produce wide-flange steel beams, pilings and heavy structural steel products for fabricators, construction companies, manufacturers and steel service centers. Nucor owns a 51% interest in Nucor-Yamato Steel Company (Limited Partnership) (“Nucor-Yamato”) located in Blytheville, Arkansas. Nucor-Yamato is the only North American producer of high-strength, low-alloy beams. Common applications for the high-strength, low-alloy beams include gravity columns for high-rise buildings, long-span trusses for stadiums and convention centers, and for use in all projects where seismic design is a critical factor. The benefits of high-strength, low-alloy beams are noncancellable agreements that generally incorporate monthly or quarterly price adjustments reflecting changesincreasingly recognized by Nucor’s customers in the current market-based indices and/or raw material cost,construction sector. These include savings in terms of construction time, weight, space, and typically have terms ranging from six to 12 months.overall environmental impact. Nucor sells its high-strength, low-alloy beams under the trade name AEOSTM.

Nucor also owns a steel beam mill in Berkeley County, South Carolina. Considering Nucor’s production capabilities and the mix of structural products generally produced and marketed, the capacity of the two structural mills is estimated at approximately 3,250,000 tons per year. .

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

Structural steel products come in standard sizes and grades, which allows us to maintain inventory levels of these products to meet our customers’ expected orders.

Plate mills - Nucor operates three plate mills that produce plate for manufacturers of barges, bridges, heavy equipment, rail cars, refinery tanks, ships, wind towers and other items. Our products are further used in the pipe and tube, pressure vessel, transportation and construction industries. Considering Nucor’s production capabilities and the mix of plate products generally produced and marketed, the capacity of the plate mills is estimated at approximately 4,000,000 tons per year.

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

Plate steel products come in standard sizes and grades, which allows us to maintain inventory levels of these products to meet our customers’ expected orders.

Steel joint ventures

Steel joint venture - Nucor owns 50% interests in a North American sheet steel processing joint venture and a galvanized sheet steel plant in Mexico.

Nucor owns a 50% economic and voting interest in NuMit, a company that owns 100% of the equity interest in Steel Technologies LLC (“Steel Technologies”), an operator of 2630 strategically located sheet processing facilities in the United States, Canada and Mexico. Steel Technologies transforms flat-rolled steel into products that meet the exactexacting specifications for customers in a wide range of industries, including the automotive, agricultural and consumer goods markets.

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

Steel products segment

In the steel products segment, Nucor produces steel joists and joist girders, steel deck, galvanized torque tubes used in solar arrays, hollow structural section (“HSS”) steel tubing, electrical conduit, steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, steel fasteners, metal building systems, steel grating and expanded metal, and wire and wire mesh.mesh, metal building systems, insulated metal panels, steel racking, overhead doors, and utility towers and structures for communications and energy transmission. The steel products segment also includes our piling distributor. These

Our capabilities in insulated metal panels, steel racking, overhead doors and towers and structures have all been acquired over the past several years as part of our Expand Beyond strategy, which we believe can enhance our profit margins, return on invested capital and free cash flow generation and, over time, accelerate our overall growth while reducing the volatility of our earnings. A value driver in each of these businesses is to readily leverage our core competencies as a highly efficient manufacturer of steel products, are sold primarily for use in nonresidential construction applications.

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

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

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

Reinforcing products are essential to concrete construction. They supply tensile strength, as well as additional compressive strength,our inclusive, safety-focused, performance-oriented culture.

Except for our overhead doors business, which at present is focused primarily on the garage door repair and protectreplacement market, our steel products businesses primarily serve the concrete from cracking. In many markets, Harris sells reinforcing products on an installed basis (i.e., Harris fabricatesnonresidential construction and infrastructure markets.

Vulcraft/Verco – The Vulcraft/Verco group is the reinforcing productsnation’s leading producer of open-web steel joists, joist girders and steel decking, which are used primarily for a specific applicationnonresidential building

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construction. Steel joists and performs the installation). Harris operates nearly 70 fabrication facilities acrossjoist girders are produced and marketed throughout the United States by seven domestic Vulcraft facilities. The Vulcraft/Verco group’s steel decking is produced and marketed throughout the United States by nine domestic plants. Six of these plants are adjacent to Vulcraft joist facilities. The Vulcraft/Verco group also has two plants in Canada—one in Eastern Canada with each facility serving a local market. Totaland one in Western Canada—that produce both joist and deck. The annual rebar fabricationjoist production capacity is approximately 1,650,000745,000 tons and the annual deck production capacity is approximately 560,000 tons.

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

Sales of steel joists, joist girders and steel decking are dependent on the nonresidential building construction market. The majority of steel joists, joist girders and steel decking are used extensively as part of the roof and floor structural support systems in warehouses, data centers, manufacturing buildings, retail stores, shopping centers, schools, hospitals, and, to a lesser extent, in multi-story buildings and apartments. We make these products to theour customers’ specifications and do not sell these finished steel products out of inventory.typically deliver them directly to a construction site according to a prearranged schedule and sequence. The majority of these contracts are firm, fixed-price contracts that are, in most cases, competitively bid against other suppliers. Longer-term

Our Vulcraft/Verco group also manufactures and fabricates steel bar grating products at four of its facilities and serves the new construction and maintenance-related markets. The annual production capacity for our grating business is approximately 49,000 tons.

Tubular products – The Nucor Tubular Products (“NTP”) group has eight tubular facilities that are located in close proximity to Nucor’s sheet mills. The NTP group produces HSS steel tubing, mechanical steel tubing, galvanized solar torque tube, piling, sprinkler pipe, heat-treated tubing and electrical conduit. HSS steel tubing, mechanical steel tubing and sprinkler pipe are used in structural and mechanical applications, including nonresidential construction, infrastructure, agricultural, automotive and construction equipment end-use markets. Heat-treated tubing and electrical conduit are primarily used to protect and route electrical wiring in various nonresidential structures such as hospitals, schools, office buildings, hotels, stadiums and shopping malls. Solar torque tube is an essential component for ground-mount solar systems.
Rebar fabrication – Nucor Rebar Fabrication fabricates, installs and distributes rebar for a wide variety of construction work classified as infrastructure (e.g., highways, bridges, reservoirs, utilities and airports) and various building projects, including manufacturing facilities, warehouses, data centers, hospitals, schools, stadiums, commercial office buildings and multi-tenant residential construction. We sell and install fabricated reinforcing products primarily on a construction contract bid basis.

Reinforcing products are essential to concrete construction. They supply contracts may or may not permit ustensile strength, as well as additional compressive strength, and protect concrete from cracking. In many markets, Nucor Rebar Fabrication sells reinforcing products on an installed basis (i.e., Nucor Rebar Fabrication fabricates the reinforcing products for a specific application and performs the installation). Nucor Rebar Fabrication operates nearly 70 fabrication facilities across the United States and Canada, with each facility serving a local market. Total annual rebar fabrication capacity is approximately 1,736,000 tons.

Piling products - Skyline Steel LLC and its subsidiaries (“Skyline”) are primarily steel foundation distributors serving the North American market. Skyline distributes products to adjust our prices to reflect changesservice marine construction, bridge and highway construction, heavy civil construction, flood protection, underground commercial parking and environmental containment projects in prevailing raw material costs.the infrastructure and construction industries. Skyline also manufactures a complete line of geostructural foundation solutions, including threaded bar, micropile, strand anchors and hollow bar. It also processes and fabricates spiral weld pipe piling, rolled and welded pipe piling, and cold-formed sheet piling.

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

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

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

Nucor’s cold finished facilities are among the most modern in the world, producingproduce cold finished bars for the most demanding applications. NCF obtains most of its steel from the Nucor bar mills, ensuring consistent quality and supply through all market conditions. These facilities produce cold-drawn, turned, ground and polished steel bars that are used extensively for shafting and other precision machined applications. NCF produces rounds, hexagons, flats and squares in carbon, alloy and leaded steels. These bars are purchased by the appliance, automotive, construction equipment, electric motor, farm machinery and fluid power industries, as well as by service centers. NCF bars are used in tens of thousands of products. A few examples include anchor bolts, hydraulic cylinders and shafting for air conditioner compressors, ceiling fan motors, garage door openers, electric motors and lawn mowers.

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Nucor owns a fully integrated precision castings company, Corporacion POK, S.A. de C.V. (“POK”), with a facility in Guadalajara, Mexico. POK produces complex castings and precision machined products used by the oil and gas, mining and sugar processing industries. POK produces a wide array of precision castings using steel, bronze, iron and specialty exotic alloys. POK complements NCF’s businesses and Nucor’s cold finish facility in Monterrey.Monterrey, Mexico.

Steel mesh and fasteners – Nucor manufactures wire products and industrial fasteners.

Nucor produces mesh at Nucor Steel Connecticut, Inc. and Nucor Wire Products Utah. Nucor also produces mesh in Canada at the Harris Steel Group, Inc. ("Harris") operations of Laurel Steel.

Nucor Fastener’s bolt-making facility in Indiana produces carbon and alloy steel hex head cap screws, hex bolts, structural bolts, nuts and washers, finished hex nuts and custom-engineered fasteners. Nucor fasteners are used in a broad range of markets, including automotive, machine tool, farm implement, construction and military applications.

Buildings group – The Nucor Buildings group is the nation’s leading supplier of pre-engineered metal buildings. Nucor produces metal buildings and components throughout the United States under the following brands: Nucor Building Systems, American Buildings Company and Kirby Building Systems.

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

The sizes of the buildings that can be produced range from less than 1,000 square feet to more than 1,000,000 square feet. Complete metal building packages can be customized and combined with other materials such as glass, wood and masonry to produce cost-effective, energy efficient, aesthetically pleasing buildings designed to the customers’ special requirements. The buildings are sold primarily through independent builder distribution networks in order to provide fast-track, customized solutions for building owners. The primary markets served are commercial, industrial and institutional buildings, including distribution centers, data centers, automobile dealerships, retail centers, schools and manufacturing facilities.

Insulated metal panels (“IMP”) – We believe the Nucor Insulated Panels Group, which includes industry leading brands, CENTRIA and Metl-Span, broadens the value-added solutions that the Nucor Buildings group can provide to targeted end markets such as warehousing, distribution and data centers. We expect these end-use markets to continue to grow in the coming years. IMPs facilitate cost-effective climate control in the built environment and reduce energy usage and overall operations related greenhouse gas (“GHG”) emissions for owners and lessees.
Warehouse Systems – Nucor Warehouse Systems (“NWS”) produces and installs custom designed steel racking systems for a variety of applications, including data centers and warehouses.

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Overhead doors – In June 2022, Nucor acquired C.H.I. Overhead Doors, LLC (“CHI”), a leading manufacturer of overhead doors for residential and commercial markets in the United States and Canada. We believe that by leveraging Nucor’s existing sales channels into the broader nonresidential construction market we can facilitate CHI’s continuing growth. CHI has two manufacturing locations.
Towers & Structures – In August 2022, Nucor acquired Summit Utility Structures LLC and a related company, Sovereign Steel Manufacturing LLC. These companies form Nucor Towers & Structures (“NTS”). NTS produces metal poles and other steel structures for utility infrastructure and highway signage.

In 2023, Nucor announced it will build two new manufacturing locations to expand NTS adjacent to Nucor's existing steel mills in Decatur, Alabama and Crawfordsville, Indiana.

Steel mesh, grating and fasteners - Nucor manufactures wire products, grating and industrial fasteners.

Nucor produces mesh at Nucor Steel Connecticut, Inc. and Nucor Wire Products Utah. Nucor also produces mesh in Canada at the Harris operations of Laurel Steel. The combined annual production capacity of the steel mesh facilities is approximately 128,000 tons.

Our grating business manufactures and fabricates steel and aluminum bar grating products at facilities located in North America and serves the new construction and maintenance-related markets. The annual production capacity for our grating business is approximately 80,000 tons.

Nucor Fastener’s bolt-making facility in Indiana produces carbon and alloy steel hex head cap screws, hex bolts, structural bolts, nuts and washers, finished hex nuts and custom-engineered fasteners. Nucor fasteners are used in a broad range of markets, including automotive, machine tool, farm implement, construction and military applications. The annual production capacity of this facility is approximately 75,000 tons.

Raw materials segment

In the raw materials segment, Nucor produces DRI;DRI and, through our DJJ subsidiary, brokers ferrous and nonferrous metals, pig iron, HBI and DRI; supplies ferro-alloys; and processes ferrous and nonferrous scrap metal. The raw materials segment also includes our natural gas drilling operations.production operations and our industrial gas business, Universal Industrial Gases. Nucor’s raw materials investments are focused on creating an advantage for its steelmaking operations, through a global information network and a multi-pronged and flexible approach to metallicsraw materials supply.

Scrap recycling and brokerage operations - DJJ operates six regional scrap recycling companies across the United States that together have shredders capable of processing approximately 5,878,000 tons of ferrous scrap annually. DJJ’s scrap recycling operations use expertise and technology to maximize metal recovery and minimize waste.

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

DJJ is the leading broker of ferrous scrap in North America and is a global trader of scrap metal, pig iron and other metallics. In addition to sourcing steel scrap for Nucor’s mills, DJJ is a global trader of ferro-alloys and nonferrous metals. DJJ’s logistics team owns and operates one of the largest independent fleets of railcars in the United States dedicated to the movement of scrap and steel and also offers railcar leasing and railcar fleet management services. These activities have strategic value to Nucor as the leading and most diversified North American steel producer.

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Our primary external customers for ferrous scrap are EAF steel mills and foundries that use ferrous scrap as a raw material in their manufacturing process. External customers purchasing nonferrous scrap metal include aluminum can producers, secondary aluminum smelters, steel mills, and other processors and consumers of various nonferrous metals. We market scrap metal products and related services to our external customers through in-house sales forces. In 2020,2023, approximately 9%8% of the ferrous and nonferrous metals and scrap substitute tons we brokered and processed were sold to external customers. We consumed the balance in our steel mills.

Direct reduced iron operations - DRI is a substitute material for high-quality grades of scrap and pig iron. Nucor operates two DRI plants which supplied approximately 3,350,000 metric tons of material with world-class metallization rates and carbon content to our steel mills in 2023. Nucor’s wholly owned subsidiary, Nu-Iron Unlimited, is located in Trinidad and benefits from a low-cost supply of natural gas and favorable logistics for inbound iron ore and shipment of DRI to the United States. Nucor’s second DRI plant in Louisiana also benefits from favorable logistics and proximity to its steel mill customers.

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

Nucor’s DRI production and brokering capabilities provide our steel mills flexibility to quickly adjust thetheir metallic input mix to changing market conditions, andenabling them to maintain competitiveness in the sometimes-volatileoften-volatile ferrous scrap market. With the potential for high-quality scrap becomingto become scarcer, coupled with the risk of third-party supplier disruptions, Nucor’s DRI facilities provide a greater degree of certainty over metallics supply to its metallics supply.steel mills.

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Natural gas production programs - Nucor owns operating wells and leasehold interests in natural gas properties in the South Piceance Basin in the Western Slope of Colorado.

Natural gas drilling programs - Nucor owns leasehold interests in natural gas properties in the Piceance Basin in the Western Slope of Colorado.

Nucor’s access to a long-term, low-cost supply of natural gas is a component in the execution of Nucor’s raw material strategy. Natural gas produced by Nucor’s drillingproduction operations is being sold to third parties to partially offset our exposure to changes in the price of natural gas consumed by our DRI plant in Louisiana and our steel mills in the United States.

Customers

A significant portion of

Process Gases – Universal Industrial Gases ("UIG") provides the capability to build and operate our own air separation units to serve our steel mills, providing us with an alternative to long term service contracts with outside providers. Where economies of scale and steel products segments’ sales are into the commercial,regional market conditions warrant, we can also sell excess output from these plants on a merchant basis. As of December 31, 2023, Nucor had six industrial gas plants operating, and municipaleight others at various stages of commissioning, construction, markets. or planning.

Customers and Markets

We have a diverse customer base and are not dependent on any single customer. Our largest single customer in 20202023 represented less thanapproximately 5% of sales and consistently pays within terms. Our steel mills use a significant portion of the products of the raw materials segment.segment while our steel products segment uses approximately 20% of our steel mills' output.

We believe that nonresidential construction is the largest end-use market that we serve. Products from our steel mills and steel products segments are used in a variety of nonresidential construction applications (e.g., commercial, industrial and infrastructure).

In recent years, we have come to see our EAF-based steelmaking method, with its lower GHG intensity when compared with blast furnace technology that is reliant on mined or extracted virgin iron ore and coking coal, as a competitive advantage for reasons beyond its flexible, highly variable cost base. Customers are expressing greater concern for the GHG emissions in their supply chains and are prioritizing sourcing their steel requirements from EAF-based steelmakers for incorporation into their projects and products.

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

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

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

Our ElcyonTM line of sustainable heavy gauge steel plate product will be made specifically for America’s wind energy producers. We launched ElcyonTM in January 2023 and plan to manufacture this product at our new plate mill in Brandenburg, Kentucky.

We have also invested in people and processes to organize more of our commercial activities around large customers and end-use markets (e.g., automotive, construction, wind energy and solar energy). We have developed dedicated teams tasked with developing relationships and educating decision makers in these sectors.

General Development of Our Business in Recent Years

Consistent with our strategy to Grow the Core, Expand Beyond and Live our Culture, Nucor has invested significant capital in recent years to expand our product portfolio to include more value-added

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steel mill products and capabilities, improve our cost structure, enhance our operational flexibility and provide additional channelsincrease our exposure to market for our products.markets with attractive growth prospects, such as data centers and renewable energy. These investments totaled approximately $4.24$10.92 billion over the last three years, with approximately 95%54% going to capital expenditures and the remainder going to acquisitions. We believe that our focusthese investments will help us deliver higher returns on lowering costsinvested capital and diversifying our operations will enable us to deliver profitable long-term growth. Further, we believe shifting our product mix to a greater proportion of value-added products and increasing end-use market diversity will make usour overall business less susceptible to being negatively impacted by imports.volatile.

SeveralIn our steel mills segment, Nucor has initiated several new capital projects thatand an acquisition of a majority ownership position of a steel mill to support our expansion of value-added product offerings and cost-reduction strategies werestrategies.

Nucor has completed in 2020. Nucor’s $245 million rebar micro mill near Kansas City in Sedalia, Missouri finished commissioning in the second quarterconstruction of 2020 and is capable of producing approximately 380,000 tons annually. We believe that positioning the micro mill near the Kansas City market will provide us with a freight cost advantage relative to more distant suppliers, and we will also benefit from the scrap supply in the immediate area provided by our existing DJJ operations. In December 2020, Nucor’s $249 million investment in a new rebar micro mill in Frostproof, Florida began production and commissioning. This mill is capable of producing approximately 350,000 tons annually. We believe this new micro mill will also benefit from the scrap supply in the immediate area provided by

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our existing DJJ operations as well as strong regional demand for its products. Also in December 2020, Nucor Steel Kankakee, Inc. finished commissioning its full-range merchant bar quality mill with approximately 500,000 tons of annual capacity at its existing mill in Bourbonnais, Illinois at a cost of $187 million. Like the new micro mills, we believe that the Kankakee mill will also benefit from logistical advantages serving its customers and low-cost scrap supply.

Nucor is constructing a new $325 million 3rd generation flexible galvanizing line with an annual capacity of approximately 500,000 tons at our Nucor Steel Arkansas facility. This project complements the new $245 million specialty cold mill at Nucor Steel Arkansas that completed its first full year of production in 2020. We believe these investments will accelerate our goal of increasing our automotive market share. The new galvanizing line is expected to be operational in the second half of 2021. In September 2018, Nucor announced an approximately $650 million investment to modernize and expand the production capability at its Gallatin flat-rolled sheet mill located in Ghent, Kentucky. This investment will increaseThe project increased the production capability of the mill from approximately 1,400,0001,600,000 tons to approximately 3,000,0002,800,000 tons annuallyannually. This enables the Gallatin mill to cast new, thicker slabs and will increase the maximum coil width to approximately 73 inches. This expansion is expected to be completedwider coils, expanding our product capabilities so that we can serve new markets, such as API (American Petroleum Institute) grade pipelines and new opportunities in the second halfheavy equipment sector.

Nucor has completed construction of 2021 and complements the mill’s new $200 million hot band galvanizing and pickling line that completed its first full year of production in 2020. In January 2019, Nucor announced plans to build aapproximately $1.70 billion state-of-the-art plate mill which will be based in Brandenburg, Kentucky on the Ohio river. With an expected investmentRiver. The new plate mill rolled its first plate in December 2022 and completed final commissioning and began shipping tons to customers in the first quarter of $1.70 billion,2023. Nucor Steel Brandenburg is still in its ramp-up phase and we anticipateestimate that the mill will be completedship approximately 500,000 tons in late 2022 and will2024. We expect the mill to be capable of producing approximately 1,200,000 tons per year of steel plate products. With the capability to manufacture nearly all the different types of plate products consumed in the United States, we believe this mill will position Nucor as the supplier of choice in the domestic plate market. We expect domestic demand for steel plate to grow in the coming years as wind farms are permitted and developed with increasing frequency. Steel plate is essential to constructing onshore and offshore wind towers, as is steel rebar.

In January 2022, Nucor announced that its new state-of-the-art sheet mill will be located in Mason County, West Virginia. The project is estimated at a net cost of $3.1 billion, which is net of $275 million in cash proceeds received from the State of West Virginia for costs related to the site location. Construction of the new sheet mill began in the third quarter of 2023 after receiving all the necessary permits, and is expected to take two to three years to complete.

Nucor Steel West Virginia (“NSWV”) is expected to have an annual production capacity of approximately 3,000,000 tons. The new mill will be equipped to produce 84-inch sheet products, and among other features, will include a 76-inch tandem cold mill and two galvanizing lines. Galvanizing capabilities will include an advanced high-end automotive line with full inspection capabilities as well as a construction-grade line. In addition to growing throughits advanced capabilities and strategic location, the new greenfield mill’s product mix is anticipated to have a significantly lower GHG intensity than blast furnace based competitors who have historically supplied the region.

In February 2022, Nucor completed its acquisition of a majority ownership position in California Steel Industries, Inc. (“CSI”) by purchasing a 50% equity ownership interest from a subsidiary of Vale S.A. (Vale) for a cash purchase price of $400 million, adjusted for net debt and working capital expansions at our existing operations and acquisitions, Nucor also uses joint venturesclosing, as well as a platform1% equity ownership stake from JFE. CSI is a flat-rolled steel converter based in Fontana, California.

Our acquisition of CSI expanded the reach of Nucor’s sheet mill group to the west coast of the United States and increased our exposure to more value-added sheet steel. CSI’s product capabilities include hot rolled, pickled and oiled, cold rolled and galvanized sheet steels, as well as electric resistance welded pipe. Its annual capacity is approximately 2,000,000 tons.

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In April 2022, Nucor announced that it will build its new rebar micro mill, with spooling capabilities, in Lexington, North Carolina. This will be Nucor's third rebar micro mill, joining its existing micro mills in Missouri and Florida. We expect this $350 million investment to have an annual capacity of approximately 430,000 tons and we expect it to be in operation in 2024.

These mills are referred to as micro mills because they have a smaller operational footprint than our traditional rebar mills, as well as less productive capacity – typically about 400,000 tons per year. This makes them suitable for growth. Nucor-JFE, our joint ventureregional markets and enables us to serve these markets with JFE Steel Corporation of Japan,a logistics cost advantage relative to competitors operating from further away. Micro mills also have a lower environmental footprint due to their smaller size and the fact that their plant design does not typically include a natural gas fired reheat furnace that is common in which many steel mills.

Nucor has 50% ownership, resumed productionmade strategic acquisitions in late 2020 after lengthy government-mandated shutdowns relatedthe steel products segment over the last three years. These were largely to further the COVID-19 pandemic. Located in central Mexico, Nucor-JFE will supply galvanized sheet steel toExpand Beyond component of our strategy.

In August 2021, Nucor acquired the growing Mexican automotive market. The investment totaled $360 million, with Nucor's share of these amounts being 50%. Nucor’s sheet mills are expected to provide a significant portionassets of the hot-rolledIMP business of Cornerstone for a cash purchase price of approximately $1.0 billion. The acquired IMP business is comprised of two industry leading brands, CENTRIA and Metl-Span. The brands are now part of the Nucor Insulated Panel group, which also includes the Company's initial IMP business, TrueCore.

We believe this acquisition has broadened the value-added solutions that the Nucor Buildings group provides to targeted end markets such as warehousing, distribution and data centers. We expect these end-use markets to continue to grow in the coming years and that the use of IMP products within them will also increase. IMPs facilitate cost-effective climate control in the built environment and reduce energy usage and overall operations-related GHG emissions for owners and lessees.

In August 2021, Nucor acquired Hannibal, now known as Nucor Warehouse Systems, for $370 million. Hannibal was a leading national provider of racking solutions to warehouses and serves the e-commerce, industrial, food storage and retail segments. Hannibal has manufacturing facilities in Los Angeles and Houston, as well as three distribution centers. It utilizes sheet and bar steel, substrateas well as steel decking, wire deck and fasteners to produce its racking solutions, providing potential supply chain efficiencies with other Nucor businesses. In addition to manufacturing racking solutions, Hannibal works closely with customers during the construction and design phases of a warehouse build-out by offering turn-key services such as installation, procurement and facility integration. Hannibal also provides retrofit services to support customers’ efforts to modernize and/or repurpose existing facilities.

In April 2022, Nucor expanded its steel racking capabilities by acquiring Elite Storage Solutions for $75 million. This acquisition combined with Nucor’s initial steel racking business, Hannibal, form the NWS group.

In June 2022, Nucor completed the largest acquisition in its history with the purchase of CHI for approximately $3 billion. CHI 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 and steel racking solutions. It is expected that the CHI acquisition also will be consumed by Nucor-JFE.benefit from supply chain efficiencies due to Nucor’s paint line investments at its Hickman, Arkansas and Crawfordsville, Indiana sheet mills.

CHI has approximately 800 teammates across two manufacturing plants in Arthur, Illinois, and Terre Haute, Indiana, and regional warehouses located in California, Colorado, New Hampshire and New Jersey. With a highly diversified national customer network of professional garage door dealers, CHI is able to maintain minimal inventory levels and realize industry-leading fulfillment times, while providing direct delivery to customers.

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Capital Allocation Strategy

The significant developments in Nucor’s business in recent years have been driven by our capital allocation strategy. Our highest capital allocation priority is to invest in our business for profitable long-term growth through our multi-pronged strategy of optimizing existing operations, greenfield expansions and acquisitions.

Our second priority is to return capital to our stockholders through cash dividends and share repurchases. Nucor has paid $1.47$1.53 billion in dividends to its stockholders during the past three years. That dividend payout represents 19%7% of cash flows from operations during that three-year period. The Company repurchased $39.5 million$1.55 billion of its common stock in 20202023 ($298.5 million2.76 billion in 20192022 and $854.0 million$3.28 billion in 2018)2021).

We intend to return at least 40% of our net income to stockholders over time via a combination of both cash dividends and share repurchases. Over the past three years, we have returned approximately 61%48% of our net income in this manner. At December 31, 2020,2023, the Company had approximately $1.16$3.32 billion available for share repurchases under the currentcurrently authorized share repurchase program.

We intend to execute on thisour capital allocation strategy while maintaining a strong balance sheet, with relatively low financial leverage, as measured in terms of net debt to total capital, as well as ample liquidity. At year-end 2020,2023, our net debt to total capital was approximately 13%24% and we had cash and cash equivalents, short-term investments and restricted cash and cash equivalents on hand of $3.16$7.13 billion. At the end of 2020,2023, Nucor had the strongest credit ratings in the North American steel sector (Baa1/(A-/A-)/Baa1) with stable outlooks at both Moody’s and Standard & Poor’s.


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Competition

We compete in a variety of steel and metal markets, including markets for finished steel products, unfinished steel products and raw materials. These markets are highly competitive with many domestic and foreign firms participating, and, as a result of this highly competitive environment, we find that we primarily compete on price and service.

In our steel mills segment, our EAF steel mills face many different forms of competition, including domestic integrated steel producers (who use iron ore converted into liquid form in a blast furnace as their basic raw material instead of scrap steel), other domestic EAF steel mills, steel imports and alternative materials. Large domestic integrated steel producers have the ability to manufacture a variety of products but face significantly higher energy costs and are often burdened with higher capital and fixed operating costs. EAF-based steel producers, such as Nucor, are sensitive to increases in scrap prices but tend to have lower capital and fixed operating costs compared with large integrated steel producers. EAF-based steel producers also typically emit less carbon dioxidefewer GHGs per ton of steel produced than integrated steel producers.

The COVID-19 pandemic has exacerbated the

Global steel production overcapacity continues to be an ongoing risksrisk to Nucor and the entire steel industry face from excess global steelmaking capacity, particularly in non-market economies. China set a record for steel production in 2020, despite the pandemic. Steel production in China rose from approximately 1.10 billion tons in 2019 to approximately 1.16 billion tons in 2020. As a result, China’s share of global crude steel production rose from 53.3% in 2019 to 56.6% in 2020.industry. The Organisation for Economic Co-operationCooperation and Development (the( the “OECD”) estimatesestimated that excess global steel production capacity will beovercapacity would grow from approximately 776556.1 million metric tons in 2022 to approximately 610.8 million tons in 2020, up from 624 million tons2023, with additional global capacity coming online and economic uncertainty in 2019, which was itself up significantly fromsome parts of the prior year. China’sworld, particularly China, impacting steel demand. An OECD report states that in Asia, 75 percent of the new capacity coming online between 2024 and 2026 will utilize blast furnace technology. Other regions of the world are not expected to see new blast furnace projects in those years. Adding additional blast furnace capacity will increase carbon emissions. See 'Item 1A. Risk Factors- Industry Specific Risk Factors" for further discussion of overcapacity risks.

China continues to be the largest steel producing country. In 2023, despite much slower economic growth and a continuing downturn in its property market, China still produced more than one billion tons of steel, near its all-time record, accounting for approximately 54% of all steel produced globally.

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Circumvention of trade duties also continues to pose a risk. Besides producing over a billion tons of steel in its own country, China is investing heavily in steel production in other countries which is one way it tries to avoid being subject to trade duties on exports to the U.S. market. According to the OECD, Chinese steel companies are state-ownedwill account for 65% of cross-border investments or joint venture investments in 2023 or later and receive significant financial support fromwill account for more than 80% of the Chinese government.investment in new steelmaking capacity in southeast Asian countries.

The Section 232 steel tariffs implementedenacted in 2018 continue to beand successful trade cases have been effective in preventing the dumpingkeeping unfairly traded imports out of steel products in the U.S. market. SuccessfulThe U.S. government has reached agreements with several allied countries to replace applicable Section 232 tariffs on steel with quota systems or other trade agreements.

The U.S. and European Union are also negotiating the world’s first carbon-based sectoral arrangement, the Global Arrangement on Sustainable Steel and Aluminum, that will restrict access to their markets for higher-emitting steel imports and countries that dump cheap imports. Other countries will be able to join if they meet criteria for restoring market orientation and reducing trade in high-carbon steel and aluminum products. At the end of 2023, the U.S. and EU agreed to extend both the negotiations and existing tariff rate quotas into 2025.

During 2023, sunset review hearings by the U.S. International Trade Commission kept in place antidumping (AD) and countervailing duties (CVD) orders on cut-to-length steel plate from several countries. Trade remedy orders such as these play a key role in allowing the American steel industry trade cases overto compete on a level playing field against unfairly traded imports, and recent sunset reviews have left the past several years have had an impact on import levels as well. Fororders almost entirely in place. Sunset reviews are typically held with respect to specific exporters and products every five years.

In December of 2022, the full year 2020, importsWorld Trade Organization (WTO) ruled that the Section 232 tariffs violated U.S. WTO commitments. The U.S. government has appealed the ruling. Imports of finished steel in 2023 were down approximately 23%14% from the previous year2022 levels and finished steel imports accounted for approximately 18%21% of U.S. market share. In 2020, finished steel import market share was at its lowest level since 2003.  

The new United States-Mexico-Canada (USMCA) trade agreement went into effect in July 2020. The agreement has several provisions that we believe will benefit the steel industry, including requiring that higher levels of a vehicle’s content, including steel, be produced in North America for a vehicle to qualify for zero tariffs, and that 70% of the steel used in vehicles be melted and poured in North America. There are also provisions addressing currency manipulation and state-owned enterprises.

We also experience competition from other materials. Depending on our customers’ end use of our products, there are often other materials, such as concrete, aluminum, plastics, composites and wood that compete with our steel products. When the price of steel relative to other raw materials rises, these alternatives can become more attractive to our customers.

In our steel products segment we manufacture a wide range of products that primarily have construction applications. In each of our product lines, we face competition from well capitalized domestic and international providers offering similar products and services. We compete on price, service (e.g., consulting on engineering requirements, facilitating logistics, and timeliness of order fulfillment) and quality (e.g., reliably producing to exacting custom specifications). We believe we have established a reputation as a market leader who can consistently meet customer needs for these products in a timely manner due to our nationwide footprint of modern production facilities and entrepreneurial, performance driven culture.

Competition in our scrap and raw materials business is also vigorous. The scrap metals market consists of many firms and is highly fragmented. Firms typically compete on price and geographic proximity to the sources of scrap metal.

Backlog

In the steel mills segment, Nucor’s backlog of orders was approximately $2.58$3.27 billion and $1.68$2.33 billion at December 31, 20202023 and 2019,2022, respectively. Order backlog for the steel mills segment includes only orders from external customers and excludes orders from other Nucor businesses. Nucor’s backlog of orders in the steel products segment was approximately $2.66$4.97 billion and $2.24$6.65 billion at December 31, 2020

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2023 and 2019,2022, respectively. The majority of these orders are expected to be filled within one year. Order backlog within our raw materials segment is not meaningful because the vast majority of the raw materials that segment produces are used internally.

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Sources and Availability of Raw Materials

An ample supply of high-quality scrap and scrap substitutes is critical to support Nucor’s ability to produce high-quality steel. The goal of Nucor’s raw materials segment is to safely produces, sources, tradesproduce, source, trade and transportstransport steelmaking raw materials. Nucor’s raw materials investments are focused on creating an advantage for itsour steelmaking operations, through a global information network and a multi-pronged and flexible approach to metallics supply.

Scrap and scrap substitutes are the most significant element in the total cost of steel production. The average cost of scrap and scrap substitutes used in our steel mills segment decreased 8%approximately 14% from $314$492 per gross ton used in 20192022 to $290$421 per gross ton used in 2020.2023. On average, it takes approximately 1.1 tons of scrap and scrap substitutes to produce one ton of steel. Depending on the market conditions at the time, a raw material surcharge orWe employ variable steel pricing mechanism may be implementedmechanisms so that we are better able to assist Nucor in maintainingmaintain operating margins and in meetingmeet our customer commitments during periods of rapidly changingas scrap and scrap substitute costs.costs fluctuate.

For the past decade, Nucor hasremains focused on securing reliable access to low-cost raw material inputs as they are the Company’s largest expense. We believe Nucor’s broad, balanced supply chain is an important strength which allows us to reduce the cost of our steelmaking operations, create a shorter supply chain and have greater optionalitycontrol over our metallic inputs. Our investment in DRI production facilities and scrap yards, as well as our access to international raw materials markets, provides Nucor with significant flexibility in optimizing our raw material costs.mix. Additionally, having a significant portion of our raw materials supply under our control minimizes risk associated with the global sourcing of raw materials, particularly since a good deal of scrap substitutes comes from regions of the world that have historically experienced greater political turmoil.turmoil, such as Ukraine, Russia and Brazil. We believe the continued successful implementation of our raw material strategy, including key investments in DRI production, as well as in the scrap brokerage and processing services performed by our team at DJJ, gives us greater control over our metallic inputs and thus helps us mitigate the risk ofnavigate significant fluctuations in the availability and costs of critical inputs.

DJJ acquires ferrous scrap from numerous sources, including manufacturers of products made from steel, industrial plants, scrap dealers, peddlers, auto wreckers and demolition firms. In recent years, we have developed closed loop recycling programs with some of our larger customers, through which we are able to reliably source more high purity prime scrap while reducing the waste inherent in our customers’ operations.

We purchase pig iron as needed primarily from a varietyoverseas sources. We received over 1,600,000 gross tons of sources and operatepig iron in 2023. Our DRI plants in Trinidad and Louisiana with respective annual production capacitiessupplied approximately 3,350,000 metric tons of approximately 2,000,000 and 2,500,000 metric tons.DRI to our steel mills in 2023. The primary raw material for our DRI facilities is pelletized iron ore, which we purchase from various international suppliers. Another major source of raw materials used in the production of steel is pig iron. We received over 2.6 million gross tons of pig iron in 2020. As with scrap and iron ore, we source pig iron from a number of international suppliers.

The primary raw material for our steel products segment is steel produced by Nucor’s steel mills.

Energy Consumption and Costs

Most of our operations are energy intensive.Steel manufacturing is considered an energy-intensive, trade exposed industry. As a result, we continuously strive to make our operations in all three of our business segments more energy efficient. In addition, we proactively engage with suppliers, regulators and other energy industry participants to ensure the continued domestic availability of reliable, low costlow-cost sources of energy in various forms.

Our steel millssteelmaking operations utilize EAFs for 100% of their steel production, with approximately 50% of their total energy consumed as electricity.production. The total energy consumed by Nucor also includes electricity, natural gas, oxygen and carbon raw material inputs. For the scrap melting

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process, electricity is the primary energy source, with natural gas combustion serving as the fuel for reheat furnaces and other pre-heating operations. Our DRI facilities in Trinidad and Louisiana are also large consumers of natural gas.

The availability and prices of electricity and natural gas are influenced today by many factors, including changes in supply and demand, the regulatory environment and pipeline/transmission infrastructure.

We closely monitor developments in public policy relating to energy production and consumption. We work with policymakers to provide technical information that can inform policy making and avoid

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

Greenhouse gas (“GHG”) emissions by the energy sector have received an increasing amount of attention in recent years, as more people become concerned that these emissions are a significant contributor to climate change. This has led to increasing support for, and investment in, low or zero carbon energy generation technologies such as solar, wind and nuclear. As a result, the development of these technologies has accelerated, and in many cases they are now more cost competitive with traditional, fossil fuel-based power generation. We believe that this ongoing diversification of power generation technologies is fundamentally positive, but without careful planning and investment there is some risk to the reliability of the domestic power grid as this transition continues. In particular, legacy fossil fuel-based assets will remain essential for some time to come and the U.S. transmission grid is broadly in need of substantial upgrades to take full advantage of these newer, more intermittent power sources. We are also optimistic about the related demand for our products as transmission grid upgrades are executed and newer power generation assets are developed using steel.

In November of 2020, we executed a 15-year, 250-megawatt Virtual Power Purchase Agreement (“VPPA”) with a major North American renewable energy company. Under the VPPA, we have agreed to purchase for a fixed price a portion of the output of a solar array being developed in northwestern Texas. The VPPA will be settled financially on a monthly basis. We have undertaken this initiative to support the ongoing transition of the U.S. power grid to a greater reliance on renewable power. As part of this arrangement we will also receive Renewable Energy Credits (“RECs”) commensurate with the power we purchase. These RECs can be applied against a portion of our GHG emissions, enabling us to receive credit for reducing them. The pay fixed, received floating nature of this arrangement also offsets a portion of our exposure to higher prices for electricity over the life of the contract. We are evaluating and considering more transactions like this one.

We use a variety of strategies to manage our exposure to price risk of natural gas, including cash flowfinancial hedges as well asand physical hedges resulting from our owned natural gas drilling operations. In addition to the currently producing wells in the Piceance Basin, Nucor owns leasehold interests in natural gas properties in the South Piceance Basin, in the Western Slope of Colorado. To support Nucor’s operating wells and potential future well developments on these properties, Nucor has entered into long-term agreements directly with third-party gathering and processing service providers. Natural gas produced by Nucor’s drilling operations is being sold to partially offset our exposure to changes in the price of natural gas consumed by our DRI plant in Louisiana, and by our steel mills in the United States. Nucor has full discretion on its participation in all future drilling capital investments.investments, however, in the fourth quarter of 2022 we decided that it is unlikely that we will develop the remaining portions of our unproved oil and natural gas properties.

We closely monitor developments in public policy relating to energy production and consumption. We engage with policymakers to provide technical information that can inform policy decisions and avoid unintended adverse consequences of legislative and regulatory actions. We believe that a thoughtful approach to domestic energy policy can help ensure that steel and steel products manufactured in the United States remain competitive in the global marketplace.

Reducing Greenhouse Gas Emissions

While steel is widely understood to be essential in any modern economy, and is increasingly seen as a critical material for addressing challenges associated with climate change, the sector also has received increased attention for its GHG emissions and their potential contribution to climate change.

As the leading U.S. supplier of numerous essential steel products using primarily recycled ferrous scrap metal, we believe we are in a competitively advantageous position. Our circular production process has one third the greenhouse gas emissions intensity of the average traditional extractive steelmaking process using a blast furnace.

We are committed to further reducing our GHG footprint over time. In November 2023, we announced net-zero, science-based greenhouse gas (GHG) targets for 2050 and established a new interim emissions reduction target for 2030. These new GHG intensity targets are defined by the Global Steel Climate Council’s (GSCC) “Steel Climate Standard”, an ambitious standard that is aligned with both the Paris Climate Agreement’s emission reduction goals for the steel sector by 2050, and the International Energy Agency’s “Net Zero by 2050: A Roadmap for the Global Energy System” glidepath.

Nucor’s net-zero 2050 and interim 2030 targets include scopes 1, 2, and 3 emissions from the production of hot rolled steel as defined by the GSCC, making Nucor the first diversified steelmaker in the U.S. to set GHG reduction targets encompassing all three scopes.

We plan to achieve our goals by increasing the use of clean electricity, deploying carbon capture and sequestration where practical and developing near zero GHG ironmaking technologies, as well as through the development and deployment of technologies enabling us to reduce our consumption of injection and charge carbon and natural gas.

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Clean Electricity Initiatives

GHG emissions associated with our consumption of electrical power constitute approximately 21% of our current footprint.

We have invested in two companies developing next generation nuclear power technology, and we are exploring ways in which we can work with these companies and with our electric utility partners to accelerate deployment of these technologies on the regional power grids serving our operations, as they mature and become scalable.

Currently, we are a party to two Power Purchase Agreements (“PPAs”). Under these PPAs, we have agreed to purchase for a fixed price output from one solar and one wind project in the United States. The PPAs are structured for monthly financial settlement. We have undertaken these initiatives to support the ongoing transition of the U.S. power grid to a greater reliance on renewable power. As part of these arrangements, we will also receive Renewable Energy Credits (“RECs”) commensurate with the renewable power we purchase. These RECs can be applied against a portion of our GHG emissions, enabling us to receive credit for reducing them. The pay-fixed, receive-floating nature of this arrangement also offsets a portion of our exposure to higher prices for electricity over the life of the contract. We continue to evaluate and consider similar additional transactions, as well as opportunities to deploy renewable power generation and storage assets on site at our facilities.

Carbon Capture and Sequestration (CCS) Activity

In 2023, we signed an agreement with Exxon Mobil to capture, transport, and store carbon from our DRI plant in Convent, Louisiana. ExxonMobil will capture between 600,000 and 800,000 metric tons per year of CO2 from our DRI plant and store the CO2 at an ExxonMobil-owned facility in Louisiana. We expect start-up in 2026. ExxonMobil will receive the related tax credits and pay us a fee for each ton of CO2 we supply.

Near Zero Ironmaking

We have invested in Electra, a company that is working to develop and scale a process to produce carbon-free iron that can be used to make steel. Electra’s technology relies on intermittent, clean energy to refine low-grade iron ores through electrochemical and hydrometallurgical processes. Electra’s process operates at 60°C and removes critical impurities from low-grade ores to produce high purity iron that can be charged directly into EAF steelmaking. Electra’s technology is unproven at scale at this stage.

We have entered into a partnership with Tata Steel to explore the possibility of scaling and commercializing HIsarna, a technology that enables the production of iron from low grade iron ore fines without using coke ovens. Coke ovens consume bituminous coal at high temperature to make coke, an essential ingredient for producing iron in a blast furnace. Both coke ovens and blast furnaces are GHG emissions intensive. While the HIsarna process produces GHG emissions, its CO2 rich waste gas stream can be more readily captured and sequestered. HISarna also produces a slag co-product that has high value for use in the cement industry.

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Government and Environmental Regulations

Our business operations are subject to numerous federal, state and local laws and regulations, the most significant of which are intended to protect our teammates and the environment. Due to the nature of the steel industry, we are subject to substantial regulations related to safety in the workplace. In addition to the requirements of the state and local governments of the communities in which we operate, we must comply with federal health and safety regulations and environmental regulations, the most significant of which are enforced by the Occupational Safety and Health Administration (“OSHA”) and the Environmental Protection Agency ("EPA"). Because safetySafety and safety compliance is one of our primaryenvironmental stewardship are important values its effect on ourto Nucor. We expect that capital expenditures earnings and competitive position is not estimable.we will direct toward our efforts in these areas will total approximately $280 million in 2024.

Nucor operates a robust and sustainable environmental program that incorporates the concept of each individual teammate, as well as management, being responsible for environmental performance. All of Nucor’s steelmaking operationssteel mills that have been owned and operated by Nucor for over five years are ISO 14001 certified. Achieving ISO 14001 certification requires Nucor’s steel mills to implement an environmental management system with measurable targets and objectives, such as reducing the use of oil and grease and minimizing electricity use.

The principal federal environmental laws that regulate our business include the Clean Air Act (the “CAA”) that, which regulates air emissions; the Clean Water Act (the “CWA”) that, which regulates water withdrawals and discharges; the Resource Conservation and Recovery Act (the “RCRA”) that, which addresses solid and hazardous waste treatment, storage and disposal; and the Comprehensive Environmental Response,

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Compensation and Liability Act (the “CERCLA”) that, which governs releases of hazardous substances, and remediation of contaminated sites. Our operations are also subject to state and local environmental laws and regulations.

As it relates to air emission rates, EAFs are the most efficient and cleanest steel making process commercially available today. In comparison to blast furnaces, EAF emissions of sulfur oxides, from EAFs are approximately 14% of the amount emitted from blast furnaces. EAFs emit less than 1% of the particulate emissions compared to blast furnace operations. Importantly, EAF emissions of greenhouse gasesmatter and GHGs per ton of steel averageare significantly less than half of the rates typically generated byintegrated steelmaking operations utilizing blast furnaces. Operating EAFs instead of blast furnaces is a proven air quality improvement strategy. In addition, each of our steel mills operateoperates air pollution control devices (baghouses) to collect and capture particulate emissions (“EAF dust”) from the steel makingsteelmaking process.  We strive to maintain compliance with all applicable CAA requirements.

The primary raw material of Nucor’s steelmaking operations is scrap metal. As mentioned previously, theThe process of recycling scrap metal generates particulate matter emissions that includes contaminants such as paint, zinc, lead, chrome and other metals. Initially, the particulate matter captured and collected is classified as a listed hazardous waste under the RCRA. BecauseHowever, because these contaminants contain valuable metals, the EAF dust is recycled to recover these metals. Nucor sends all but a small fraction of the EAF dust it collects to recycling facilities that recover the zinc, lead, chrome and other valuable metals from this dust. By recycling this material, Nucor believes it is not only acting in a sustainable, responsible manner but it is also substantially limiting its potential for future liability under both the CERCLA and the RCRA.

In addition to recycling EAF dust, Nucor mills beneficially reuse steel slag in road materials as a granular base, embankments, engineered fill, highway shoulders, and hot mix asphalt pavement. The physical, chemical, mechanical and thermal properties of steel slag provide a vital resource for construction companies and activities. We take considerable pride in our recycling efforts.

Notably in both 2019 and 2018, the U.S. Environmental Protection Agency (the “EPA”) identified Nucor as a Top 10 Parent Company in terms of pollution source reduction activities in its assessment publication, National Analysis of Toxics Release Inventory. To illustrate potential reduction strategies, the EPA used a Nucor facility as an example of pollution prevention. Nucor focuses on pollution prevention at all of our facilities.

Not only does the RCRA establish standards for the management of solid and hazardous wastes, the RCRA also addresses the environmental impact of contamination from waste disposal activities and from recycling and storage of most wastes. Periodically, past waste disposal activities that were legal when conducted butthat may now may pose a contamination threat are discovered. When the EPAU.S. Environmental Protection Agency determines these off-site properties are contaminated, Nucor quickly evaluates such claims and, if Nucor is determined to be responsible, we do our part to remediate our share of such issues. Nucor believes all identified liabilities under the RCRA are either currently being resolved or have been fully resolved.

Because Nucor has historically implemented environmental practices that have resulted in the responsible disposal of waste materials,

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Nucor is also not presently considered a major contributor to any major cleanups under the CERCLA for which Nucor has been named a potentially responsible party. Nucor regularly evaluates these types of potential liabilities and, if appropriate, maintains reserves sufficientappropriate to remediate the identified liabilities. Under the RCRA, private citizens may also bring an action against the operator of a regulated facility for potential damages and payment of cleanup costs. Nucor believes that its system of internal evaluation and due diligence has sufficiently identifiedprovides reasonable assurance as to these types of potential liabilities so that compliance with these regulations will not have a material adverse effect on our results of operations, cash flows or financial condition beyond that already reflected in the reserves established for them.

To protect water resources, the CWA regulates water dischargeswithdrawals and withdrawals.discharges. When applicable, Nucor maintains dischargewater withdrawal and water withdrawaldischarge permits at its facilities under the national pollutant discharge elimination system program of the CWA and conducts its operations in compliance with those

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permits. Nucor also maintains permits from local governments if the facility discharges into publicly owned treatment works.

Capital expenditures at our existing facilities that are associated with environmental regulation compliance for 20212023 and 20222024 are estimated to be less than $100 million per year.

Human Capital Resources

Culture, Organization and Compensation

We consider our teammates the most important part of Nucor and believe that our culture – culture—and the encouragement that we provide to our teammates to “grow the core; expand beyond; and live our culture” – provides—provides us with a competitive advantage. Our culture’s

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While our business strategy shapes "what we do", our culture shapes "how" we go about doing it. We believe adherence to the key principles are: Safety First, Trust, Open Communications, Teamwork, Community Stewardshiptenets of our culture — safety, integrity, trust, innovation, open communication, teamwork, inclusion, courage, can-do attitude and Results.  ownership — is a powerful differentiator for Nucor and positions the Company favorably to deliver ongoing stockholder value to our investors.

img154782509_0.jpg 

Nucor has a simple, streamlined organizational structure that allows our teammates to make quick decisions and innovate. Our organization is also highly decentralized, with most day-to-day operating decisions made by our division general managers and their teams. With moreapproximately 32,000 teammates, fewer than 26,000 teammates, only 150200 work in our principal executive offices in Charlotte, North Carolina. By empowering our teammates, our goal is to foster an entrepreneurial mindset, along with a strong sense of personal responsibility and a culture of accountability.accountability and belonging. This empowerment is reinforced by our compensation policies so as(see discussion on “Pay for Performance” in Our Teammates - Compensation, Training & Development section below) to drive results and contribute to our success.

Teammate input is essential for us to maintain our culture of empoweringempowered teammates to makeenabling efficient operational decisions. Aside from our practice of everyday open communication, we periodically ask our teammates to formally provide feedback. Beginning inSince 1986, we have asked our teammates to complete a comprehensive survey in order to gather feedback on a range of topics, including matters relating to the effectiveness of our culture. We view the survey as an important tool we use toin continually improveimproving our company and ensureensuring our teammates remain engaged and satisfied. This survey is conducted every three years, the last of which was conducted in 2019.2022. In the most recent survey, 90%89% of the responses were favorable in the category of “Satisfaction & Commitment.” The overall percentage of negative responses in the most recent survey has dropped by 25 percentage points since the survey began in 1986. The next survey will be conducted in the summer of 2025. Teammates of certain previously acquired businesses – most notably DJJ and Harris, which together accounted for approximately 27%15% of our workforce as of December 31, 20202023 – complete a comparable surveyssurvey that havehas also shown an improving trend over time.

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Safety, Diversity, Equity and Inclusion

Safety

One of Nucor’s core values is our teammates’ well-being and safety, and it is our goal to become the safest steel company in the world. Our foremost responsibility is to work safely, which requires our teammates to identify unsafe conditions and activities and mitigate these hazards. We will continue working to eliminate exposures that can lead to injury and encourage our teammates to share their ideas for safety improvement. Two key metrics Nucor uses to measure safety are: the Injury/Illness Rate and Days Away, Restricted and Transfer (“DART”) Case Rate.

Nucor calculates the annual Injury/Illness Rate by dividing the number of work-related injuries and illnesses by the total number of hours worked by all Nucor teammates in a given year, and then multiplying the resulting percentage by 200,000, the equivalent of 100 full-time employees working 40 hours per week, 50 weeks per year. In 2020,2023, we achieved an annual Injury/Illness Rate of 1.10.0.79, which marks the fifth consecutive year of a reduced rate. This marks an improvement over our annual Injury/Illness Rate of 0.95 in 2022.

Nucor uses the DART Case Rate to assess and manage the risk of serious injury in the workplace. Nucor calculates the annual DART Case Rate by dividing the number of cases resulting in days away from work, restricted work activity and/or job transfers by the total number of hours worked by all Nucor teammates in a given year, and then multiplying the resulting percentage by 200,000, the equivalent of

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100 full-time employees working 40 hours per week, 50 weeks per year. In 2020,2023, we achieved an annual DART Case Rate of 0.59.0.36 (0.43 in 2022).

Beginning inSince 1998, Nucor has used the President’s Safety Award to recognize divisions that achieve strong records of safety performance based on objective metrics. Since 2004, theThe President’s Safety Award has gonethe following three levels: Platinum, which is awarded to divisions with zero recordable illnesses or injuries; Gold, which is awarded to divisions that have an Illness/Injury Rate below 0.6 and mills wherea DART Case Rate below one-third of the Injury/Illnessnational average for their NAICS code; and Silver, which is awarded to divisions that achieve one-third the national average on Illness/Injury Rate and DART Case Rate are less than one-third the national average for comparable facilities.Rate. In 2020, 40 of Nucor’s mills and2023, 31 divisions achieved the President’s Safety Award.Platinum level award, 17 divisions achieved the Gold level award and 24 divisions achieved the Silver level award. Nucor also has 2524 OSHA Voluntary Protection Program Sites, OSHA’s highest level of recognition.

In 2020, the Company introduced the Nucor President’s Safety Cup as a way to foster more safety benchmarking throughout the Company. The President’s Safety Cup is an additional annual award that is presented to the region that has the best safety record across all of Nucor. Not only does this reward a facility for exceeding their individual safety goals, but it encourages our teams to innovate and to share ideas and improve safety as a group. The President’s Safety Cup trophy travels among the mills and divisions that make up the winning region.

We believe, however, that safety is about more than just avoiding injuries. At Nucor, safety means making sure our teammates feel safe, welcome and valued when they come to work each day. We are accelerating our diversity, equity and inclusion efforts with the objective of ensuring that each teammate feels a sense of belonging at Nucor. By creating an inclusive workplace, we believe we will attract top talent, foster innovation, increase a sense of empowerment and make Nucor a stronger company. Over the past two years, approximately 31% of Nucor teammates hired or promoted to the Manager or General Manager level were diverse.

Some of the initiatives focused on inclusion, equity and diversity we have launched include:

Conducting focused discussion groups to share experiences of the workplace and the effects of race and gender;
Taking feedback onboard to enhance training and development;
Webcasts by diverse senior leaders sharing their career progression and life experiences

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Increasing focus and intensity of engagement with supportive external partners, such as:
o
National Society of Black Engineers;
o
Society of Women Engineers;
o
National Society of Hispanic Professional Engineers;
o
INROADS (non-profit focused on addressing the lack of diversity in corporate America)
o
Tuskegee University; and
o
Purdue University’s Women in Engineering Program and Minorities in Engineering Program.

Our Teammates - Compensation, Training & Development

Nucor had approximately 26,40032,000 teammates as of December 31, 2020.2023. The vast majority of our teammates are located in the United States, with only a small number of teammates located outside of North America. Our operations are highly automated, allowing us to improve safety outcomes and take advantage of lower employment costs while still providing our teammates with compensation that we believe is highly competitive as compared to comparable businesses in our industry. At Nucor, we believe in “Pay-for-Performance.” Nucor teammates typically earn a significant part of their compensation based on their productivity. Production teammates work under group incentives that provide increased earnings for increased production. This additional incentive compensation is paid weekly in most cases. Nucor has also historically contributed 10% of earnings before federal taxes to a profit sharing plan for the majority of teammates below the officer level. We believe such compensation practices incentivize our workforce and reinforce our culture.

While Nucor seeks to hire qualified and talented individuals as new teammates, we also believe in developing the skills of our workforceexisting team by providing educational and on-the-job training, in addition to safety training. Further, Nucor believes it is important for senior management to also be familiar with, and have had direct experience running, Nucor’s mills and other operational divisions. The vast majority of our teammates are not represented by labor unions and we believe our teammate turnover is low.

At Nucor, we believe that a diversity of perspectives and background helps to facilitate the “Nucor Way” as we work to “grow the core; expand beyond; and live our culture.” We also believe that recruiting and hiring the best talent available will continue to provide us with a more diverse and capable workforce.    In addition, the best opportunity for continued future success.

Policies

Nucor has a long history of conducting our businesses in a manner consistent with high standards of social responsibility. We have adopted a comprehensive Human Rights Policy, which operates in conjunction with many other Nucor policies related to ethical conduct and human rights, including our Standards of Business Conduct and Ethics, Code of Ethics for Senior Financial Professionals, Supplier Code of Conduct and Policy on Eliminating Forced Labor from our Supply Chain.  We will continue to evaluate

More information about our approach and look for opportunities to improve, so that Nucor and its stockholders benefit to the greatest extent possible fromsocial strategies, including our teammates.most recent Equal Employment Opportunity EEO-1 report, can be found at www.nucor.com/esg.

Available Information

Nucor’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these reports, as well as proxy statements and other information, are available on our website at www.nucor.com, as soon as reasonably practicable after Nucor files these documents electronically with, or furnishes them to, the U.S. Securities and Exchange Commission (the “SEC”).

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We use the investor relations portion of our website, www.nucor.com/investors, to distribute information, including as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. We routinely post and make accessible financial and other information regarding the Company on our website. Accordingly, investors should monitor the investor relations portion of our website, in addition to our press releases, SEC filings and other public communications. Except as otherwise expressly stated in these documents, the information contained on

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our website or available by hyperlink from our website is not a part of this report and is not incorporated into this report or any other documents we file with, or furnish to, the SEC.

Item 1A.Risk Factors

Item 1A.

Risk Factors

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

Industry Specific Risk Factors

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

Recent additions of new steelmaking capacityGlobal steel production overcapacity continues to be an ongoing risk to Nucor and the decrease inentire steel production due to the economic impact of the COVID-19 pandemic has caused excess steelmaking capacity to grow during the last two years after several years of decline. According to theindustry. The OECD estimated that global steel production overcapacity is projected to bewould grow from approximately 776556.1 million metric tons in 2020.2022 to more than 600 million metric tons 2023, with additional capacity expected to come online over the next few years. China continues to be a significant contributor to excess steelmaking capacity.capacity, producing more than one billion tons of steel in each of the past four years, despite slower economic growth. China is also investing in new steelmaking capacity in several countries in southeast Asia and Africa.

During periods of global economic weakness, the effects of this overcapacity isare amplified because of weaker global demand for steel and steel products. This excess capacity often results inSteel manufacturers in certain countries exportingnon-market economies tend not to adjust their production levels in line with regional demand and instead export significant amounts of steel and steel products at prices that arecan be at or below their costs of production. In some countries with non-market economies, the steel industry is often subsidized or owned in whole or in part by the government, giving importedwhich can provide these producers with cost advantages or cause their production decisions to be driven by political or social factors rather than price and demand signals. Surplus output from steel from thoseproducers in these countries certain cost advantages.can flow into the U.S. market. These imports to the U.S., which are also affected by demand in the U.S. domestic market, international currency conversion rates, and domestic and international government actions, can result in downward pressure on realized steel prices for Nucor, which couldcan materially adversely affect our business, results of operations, financial condition and cash flows.

In March 2018, the Trump Administration imposed a 25% tariff or quota limits on all imported steel products for an indefinite period of time under Section 232 steel tariffs are currently keeping some dumped steel products out of the Trade Expansion Act. Since then both the Trump and Biden Administrations have negotiated tariff rate quotas with several countries allowing them to export a set amount of steel to the U.S. market. The U.S. government has also been negotiating new trade agreements with many countries, including China, which may provide another opportunitymarket without being subject to address excess steelmaking capacity. Should these efforts be abandoned or fail to reduceSection 232 tariffs. In December of 2022, the impact of global excess capacity andWorld Trade Organization (WTO) ruled that the Section 232 tariffs be lifted,violated U.S. WTO commitments. The U.S. government strongly disagrees with the ruling and is appealing. When the Section 232 or other import tariffs, quotas or duties expire or if others are further relaxed or repealed, or if relatively higher U.S. steel prices make it attractive for foreign steelmakers would be at greater risk of having to compete againstexport their steel products dumped into the U.S. market., despite the presence of import tariffs, quotas or duties, the resurgence of substantial imports of foreign steel could create downward pressure on U.S. steel prices.

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

Our operations are capital intensive.business requires substantial expenditures for routine maintenance and to remain competitive. For the three-year period ended December 31, 2020,2023, our total capital expenditures were approximately $4.04$5.87 billion. Our businessWe have also requiresrecently announced substantial expenditures for routine maintenance.capital projects that we expect will increase production capacity, increase the efficiency of our operations and enhance our product offerings. Although we expect requirements for our business needs, including the funding of capital expenditures, debt service for financings and any contingencies, will be financed by internally generated funds, short-term commercial paper issuance,issuances, offerings of our debt and equity securities or from borrowings under our $1.50$1.75 billion unsecured revolving credit facility, we cannot guarantee that this will be the case. Additional acquisitions, increases in interest rates or unforeseen events could require financing from additional sources.

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

Our steel mills are large consumers of electricity and natural gas. In addition, our DRI facilities are also large consumers of natural gas. We rely upon third parties for our supply of energy resources consumed in the manufacture of our products. The prices for and availability of electricity and natural gas can be volatile. They are subject to volatile market conditions. These market conditions often are affected by weather, political, regulatory and economic factors beyond our control, and we may be unable to raise the price of our products to coveroffset increased energy costs. Disruptions, including physical or information systems related

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issues, that impact the supply of our energy resources could temporarily impair our ability to manufacture our products for our customers. Increases in our energy costs resulting from regulations that are not equallysimilarly applicable across the entire global steel marketto our competitors' operations could materially adversely affect our business, results of operations, financial condition and cash flows.

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

We face strongongoing competition from other steel producers and imports that compete with our products on price, quality and service. The steel markets for our products are highly competitive and a number of firms, domestic and foreign, participate in the steel, steel products and raw materials markets. Depending on a variety of factors, including the cost and availability of raw materials, energy, technology, labor, transportation and capital costs, currency exchange rates, and government subsidies of foreign steel producers and other global political and economic factors, our business may be materially adversely affected by more intense competitive forces.

In many applications, steel competes with other materials, such as concrete, aluminum, plastics, composites and wood. Increased use or availability of these materials in substitution for steel products could have a material adverse effect on prices and demand for our steel products.

Since 2011, automobile producers have begun taking steps towards complying with new Corporate Average Fuel Economy mileage requirements for new cars and light trucks that they produce. As automobile producers work to produce vehicles in compliance with these new standards, they may seek to reduce the amount of steel they incorporate in their vehicles or begin utilizing alternative materials in cars and light trucks to improve fuel economy, thereby reducing their demand for steel. Certain automakers have begun to use greater amounts of aluminum and smaller proportions of steel in some models since 2015.

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

Demand for most of our products is cyclical in nature and sensitive to general economic conditions. Our business supports cyclical industries, such as the commercial construction, energy, metals service centers, appliance and automotive industries. As a result, downturns in the U.S. economy or any of these industries could materially adversely affect our results of operations, financial condition and cash flows. The U.S. economy is recoveringhas experienced a strong recovery from its lows during the second quarter of 2020, butconditions experienced at the paceonset of the recoveryCOVID-19 pandemic, but related labor shortages and supply chain disruptions, new or proposed legislation related to governmental spending, inflation and increases in 2021interest rates have impacted, and will likely depend on how quickly the U.S. population is vaccinated and normal activities can resume as well as government stimulus programs or infrastructure spending.continue to impact, economic growth. Even with this economic recovery, challenges from global production overcapacity in the steel industry and ongoing uncertainties, both in the United States and in other regions of the world, remain.

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We are unable to predict the duration of current economic conditions.conditions or the magnitude or timing of changes in economic activity. Future economic downturns, prolonged slow growth or stagnation in the economy, or a sector-specific slowdown in one of our key end-use markets, such as nonresidential construction, or changes in inflation could materially adversely affect our business, results of operations, financial condition and cash flows, especially in light of the capital-intensive nature of our business.

The results of our operations are sensitive to volatility in steel prices and the cost and availability of raw materials, particularly scrap steel.

We rely to an extent on outside vendors to supply us with key consumables such as graphite electrodes, alloys and other raw materials, including both scrap and scrap substitutes (e.g., prime scrap, pig iron and DRI) that are critical to the manufacture of our steel products. The raw material required to produce DRI is pelletized iron ore. Although we have vertically integrated our business by constructing our DRI facilities in Trinidad and Louisiana and also by acquiring DJJour scrap processing and brokerage operations (“DJJ”) in 2008, we still must purchase most of our primary raw material, steel scrap, from numerous other sources located throughout the United States and internationally.

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Although we believe that the supply of scrap and scrap substitutes iswill remain adequate to operate our facilities, prices of these critical raw materials are volatile and are influenced by changes in scrap exports in response to changes in the scrap, scrap substitutes and iron ore demands of our global competitors, as well as volatility in currency fluctuations. rates and political conditions.

At any given time, we may be unable to obtain an adequate supply of these critical raw materials with price and other terms acceptable to us. The availability and prices of raw materials may also be negatively affected by new laws and regulations, allocation by suppliers, interruptions in production, accidents or natural disasters, war and other forms of armed conflict or political instability, changes in exchange rates, worldwide price fluctuations, including due to global political and economic factors, changes in governmental, business and consumer spending, inflation, increases in interest rates, labor shortages, and the availability and cost of transportation. Many countries that export steel into our markets restrict the export of scrap, protecting the supply chain of some foreign competitors. This trade practice creates an artificial competitive advantage for foreign producers that could limit our ability to compete in the U.S. market.

If our suppliers increase the prices of our critical raw materials, we may not have alternative sources of supply. In addition, to the extent that we have quoted prices to our customers and accepted customer orders for our products prior to purchasing necessary raw materials, we may be unable to raise the price of our products to cover all or part of the increased cost of the raw materials.materials or pass along increased transportation costs. Also, if we are unable to obtain adequate, cost-effective and timely deliveries of our required raw materials, we may be unable to timely manufacture sufficient quantities of our products. This could cause us to lose sales, incur additional costs, experience margin compressions or suffer harm to our reputation.reputation and customer relationships.

Our steelmaking processes, our DRI processes, and the manufacturing processes of many of our suppliers, customers and competitors are energy intensive and generate carbon dioxide and other GHGs. The regulation of these GHGs could have a material adverse impact on our results of operations, financial condition and cash flows.

Our operations are subject to numerous federal, state and local laws and regulations relating to the protection of the environment, and, accordingly, we make provision in our financial statements for the estimated costs of compliance. There are inherent uncertainties in these estimates. Most notably, the uncertainty of policies, enforcement priorities, legislation and regulations related to climate change mitigation strategies pose the greatest risk.

As a carbon steel producer, Nucor could be increasingly affected both directly and indirectly ifby new or changing carbon policy decisions and mandates are not properly implemented.mandates. Carbon is an essential raw material in Nucor’s steel production processes. Furthermore, Nucor steel mills use significant amounts of electricity as all of its mills utilize EAFs for 100% of their steel melting operations and the costs associated with the decarbonization of electricity

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generation is a significant concern.may lead to high power costs and decreased reliability. Significant changes to the regional power grids serving our steel mills and/or new rulemaking or legislation affecting the operation of these power grids could have a material adverse impact on our results of operations, financial condition and cash flows.

Environmental regulation compliance and remediation could result in substantially increased costs and materially adversely impact our competitive position.

We incur significant costs in meeting ourto achieve and maintain compliance with environmental regulation complianceregulations and remediation obligations. The principal federal environmental laws include the CAA, thatwhich regulates air emissions; the CWA thatwhich regulates water withdrawals and discharges; the RCRA, thatwhich addresses solid and hazardous waste treatment, storage and disposal; and the CERCLA, thatwhich governs releases of hazardous substances, and remediation of contaminated sites. Our operations are also subject to state and local environmental laws and regulations. Capital expenditures at our facilities that are associated with environmental regulation compliance for 2021 and 2022 are estimated to be less than $100 million per year.  

In addition to the above mentioned statutes, certain revisions to National Ambient Air Ambient Quality Standards, including the implementation actions/decisions of environmental agencies, could make it significantly more difficult for us to obtain construction permits and permits to expand existing operations. Resulting cancellations, delays or unanticipated costs to these projects could negatively impact our ability to generate expected returns on our investments. These regulations can also increase our cost of energy, primarily electricity, which we use extensively in the steelmaking process. We may in the future incur substantially increased costs complying with such regulations, particularly if federal regulatory agencies were to change their enforcement posture with respect to such regulations.

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

NumerousThe federal government and numerous states including Washington, Oregon and New York, are considering establishing, or have already established, requirements for Environmental Product Declarations (“EPDs”) toso that consumers may more readily evaluate the environmental impacts of products. California has enacted the “Buy Clean California Act” and California has also established Global Warming Potential (GWP) benchmarks through EPDs for certain materials, including certain steel products. Currently, the federal government is considering similar legislation.  EPD legislation has caused Nucor to incur additional costs and has the potential to put domestic steel manufacturersNucor and its customers at a disadvantage to foreign competitors unless standardized mechanisms are used to fully evaluate products produced by foreign steel producers.


General Risk Factors

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

Our operations expose us to risks associated with pandemics, epidemics and other public health emergencies, such as the ongoing COVID-19 pandemic which spread from China to many other countries including the United States. In March 2020, the World Health Organization characterized the outbreak of COVID-19 as a pandemic, and the United States declared the COVID-19 pandemic a national emergency.

We are a company operating in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security. As such, Nucor was deemed an essential or lifesustaining operation and, accordingly, is currently able to maintain operations sufficient to meet our customers’ ongoing needs. In spite of our continued operations, the COVID-19 pandemic has had and may have further negative impacts on our operations, supply chain, transportation networks and customers, which may compress our margins, including as a result of preventative and precautionary measures that we, other businesses and governments are taking. The COVID-19 pandemic is a widespread public health crisis that is adversely affecting the economies of many countries and caused periodic disruption to financial markets. Any resulting economic downturn could adversely affect demand for our products and contribute to volatile supply and demand conditions affecting prices and volumes in the markets for our products and raw materials. The progression of the COVID-19 pandemic could also negatively impact our business or results of operations through the temporary closure of our operating facilities or those of our customers or suppliers.

In addition, the ability of our teammates and our suppliers’ and customers’ teammates to work may be significantly impacted by individuals contracting or being exposed to COVID-19. Our customers may be directly impacted by business interruptions or weak market conditions and may not be willing or able to fulfill their contractual obligations. Furthermore, the progression of and global response to the COVID-19 pandemic has begun to cause and increases the risk of further delays in construction activities and equipment deliveries related to our capital projects, including potential delays in obtaining permits from government agencies. The extent of such delays and other effects of COVID-19 on our capital projects, certain of which are outside of our control, is unknown, but they could impact or delay the timing of anticipated benefits on capital projects.

The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and unpredictable, including new information concerning the severity of the pandemic, the availability of a vaccine, evolving strains of the virus, and the effectiveness of actions globally to contain or mitigate the effects of the pandemic. The current level of uncertainty over the economic and operational impacts of COVID-19 means the related financial impact cannot be reasonably estimated at this time.

We are subject to information technology and cyber securitycyber-security threats which could have an adverse effect on our business and results of operations.

We utilize various information technology systems to efficiently address business functions ranging from the operation of our production equipment to administrative computation to the storage of data such as intellectual property and proprietary business information. We also utilize third-party service providers for certain information technology services that are important to our operations. We continuously evaluate our cyber-security systems and practices, assess potential threats, and improve our information technology networks, policies and procedures to address potential vulnerabilities. Despite efforts to assure secure and uninterrupted operations, threats from increasingly sophisticated cyber-attacks or system failures could

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result in materially adverse operational disruptions or security breaches of our systems or those of our third-party service providers. These risks could result in disclosure or destruction of key proprietary information or personal data or reputational damage, theft of assets or trade secrets, or could adversely affect our ability to physically produce or transport steel, resulting in lost revenues, as well as delays in reporting our financial results. We also could be required to spend significant financial and other resources to remedy the damage caused by a securitycyber-security breach, including to repair or replace networks and information technology systems. We may also contend with potential liability for stolen information, increased cybersecuritycyber-security protection costs, litigation expense and increased insurance premiums.

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Our operations are subject to business interruptions and casualty losses.

The steelmaking business is subject to numerous inherent risks, particularly unplanned events such as explosions, fires, other accidents, natural disasters such as floods, hurricanes or earthquakes, critical equipment failures, acts of terrorism, inclement weather and transportation interruptions. WhileNucor maintains property insurance for these types of losses but self-insures a significant portion of the program. Therefore, while our insurance coverage could offset a portion of the losses relating to some of those types of events, our results of operations and cash flows could be adversely impacted to the extent that any such losses are not covered by our insurance, or that there are significant delays in resolving our claims with our insurance providers.

We acquire businesses and enter into joint ventures from time to time and we may encounter difficulties in integrating businesses we acquire.

We plan to continue to seek attractive opportunities to acquire businesses, enter into joint ventures and make other investments that strengthen Nucor. Realizing the anticipated benefits of acquisitions or other transactions will depend on our ability to operate these businesses and integrate them with our operations, effectively identify and tomanage risks, and cooperate with our strategic partners. Our business, results of operations, financial condition and cash flows could be materially adversely affected if we are unable to successfully integrate these businesses.businesses or otherwise fail to realize the anticipated benefits of acquisitions or other transactions.

Risks associated with operating in international markets could adversely affect our business, financial position and results of operations.

Certain of our businesses and investments are located outside of the United States, in Canada, Mexico and in emerging markets. There are a number of risks inherent in doing business in or sourcing raw materials from such markets. These risks include, but are not limited to: unfavorable political or economic factors; local labor and social issues; changes in regulatory requirements; fluctuations in foreign currency exchange rates;rates, interest rates and inflation; and complex foreign laws, treaties including tax laws, and the Foreign Corrupt Practices Act of 1977 (FCPA).1977. These risks could restrict our ability to operate our international businesses profitably and therefore have a negative impact on our financial position and results of operations. In addition, our reported results of operations and financial position could also be negatively affected by exchange rates when the activities and balances of our foreign operations are translated into U.S. dollars for financial reporting purposes.

Pandemics, epidemics and other public health emergencies in the future, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Our operations expose us to risks associated with pandemics, epidemics and other public health emergencies. The COVID-19 pandemic had and any future similar events may have negative impacts on our operations, supply chain, transportation networks and customers, which may compress our margins or impact demand for our steel products, including as a result of preventative and precautionary measures that we, other businesses and governments have taken or may take in the future.

In addition, the ability of our teammates and our suppliers’ and customers’ teammates to work may be significantly impacted by these types of public health emergencies. Our customers may be directly impacted by business interruptions or weak market conditions and may not be willing or able to fulfill their contractual obligations. Furthermore, the progression of and global response to these types of public health emergencies, as was the case with the COVID-19 pandemic, can cause and increase the risk of delays in construction activities and equipment deliveries related to our capital projects, including potential delays in obtaining permits from government agencies, as well as changes in the prices and availability of labor and equipment for capital projects.

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

We periodically test our equity method investments, goodwill and other long-lived assets to determine whether their estimated fair value is less than their value recorded on our balance sheet. The results of this testing for potential impairment may be adversely affected by uncertain market conditions for the global steel industry, as well as changes in interest rates, commodity prices and general economic conditions. If we determine that the fair value of any of these assets is less than the value recorded on our balance sheet, and, in the case of equity method investments the decline is other than temporary, we would likely incur a non-cash impairment loss that would negatively impact our results of operations.

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Tax increases and changes in tax laws and regulations or exposure to additional tax liabilities could adversely affect our financial results.

The steel industry and our business are sensitive to changes in taxes. As a company based in the United States, Nucor is more exposed to the effects of changes in U.S. tax laws than some of our major competitors. Our provision for income taxes and cash tax liability in the future could be adversely affected by changes in U.S. tax laws.

Nucor recognizes the effect of income tax positions only if those positions are believed to be more likely than not of being sustained. We cannot predict whether taxing authorities will conduct an audit challenging any of our tax positions and there can be no assurance as to the outcome of any challenges. If we are unsuccessful in any of these matters, we may be required to pay taxes for prior periods, interest, fines or penalties.

We are subject to legal proceedings and legal compliance risks.

We spend substantial resources ensuring that we comply with domestic and foreign regulations, contractual obligations and other legal standards. Notwithstanding this, we are subject to a variety of legal proceedings and legal compliance risks in respect of various issues, including regulatory, safety, environmental, employment, transportation, intellectual property, contractual, import/export, international trade and governmental matters that arise in the course of our business and in our industry. For information regarding our current significant legal proceedings, see “Item 3. Legal Proceedings.” A negative outcome in an unusual or significant legal proceeding or compliance investigation could adversely affect our financial condition and results of operations. While we believe that we have adopted appropriate risk management and compliance programs, the nature of our operations means that legal compliance risks will continue to exist and additional legal proceedings and other contingencies, the outcome of which cannot be predicted with certainty, will arise from time to time.

Item 1B.Unresolved Staff Comments

None.

Item 1C. Cybersecurity

Nucor recognizes the importance of developing, implementing, and maintaining effective cybersecurity measures designed to protect our information systems and the confidentiality, integrity, and availability of our data. We face a number of information technology and cybersecurity threats which could have an adverse effect on our business and results of operations.

Notwithstanding the Company’s cybersecurity framework and preventative strategies, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us. See “Item 1A. Risk Factors” for a discussion of cybersecurity risks.

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Risk Management and Strategy

Overview

We have developed and implemented a cybersecurity risk management program that is intended to enable us to assess, identify, and manage risk associated with cybersecurity threats. Our program is based on the Cybersecurity Framework promulgated by the National Institute of Standards and Technology and other applicable industry standards, and includes the following key elements:

identification and assessment of cybersecurity threats based on internal and external assessments and monitoring, information from internal stakeholders, and external publications and resources such as those made available by the United States Cybersecurity and Infrastructure Security Agency;
technical and organizational safeguards designed to protect against identified threats, including documented policies and procedures, technical controls, and employee education and awareness;
processes to detect the occurrence of cybersecurity events, and maintenance and regular testing of incident response and recovery and business continuity plans and processes; and
a third-party risk management process to manage cybersecurity risks associated with our service providers, suppliers, and vendors.

The program is designed to foster a culture of cybersecurity risk management across the Company.

Integrated Overall Risk Management

Assessing, identifying, and managing cybersecurity-related risks is integrated into our overall risk management framework. The Company conducts an annual cybersecurity risk assessment and reports the most significant risks and associated planned mitigation strategies to the Audit Committee of the Board of Directors. The annual risk assessment is carried out under the supervision of the President of Nucor Business Technology, the Company’s Cybersecurity Director, and the Company’s Vice President and Corporate Controller. See “Governance” below. The Board also regularly receives focused presentations regarding cybersecurity risks from the Company’s Cybersecurity Director.

Third-Party Engagement

Due to the complexity and ever-changing nature of cybersecurity threats, Nucor engages a range of external experts to assist in its assessment, identification, and management of risks from cybersecurity threats. These include cybersecurity assessors, forensic and incident response experts, and auditors to review the Company’s cybersecurity posture and responsive efforts. Our relationships with these external partners enable us to leverage their expertise with the goal of maintaining best practices.

Oversight of Third-Party Risks

Our third-party service providers, suppliers, and vendors face their own risks from cybersecurity threats that could impact Nucor in certain circumstances. In response, we have implemented processes for overseeing and managing these risks. Those processes include limiting the exposure of our information systems to external systems to the least practicable amount, assessing the third parties’ information security practices before allowing them to access our information systems or data, requiring the third parties to implement appropriate cybersecurity controls in our agreements with them, and conducting ongoing monitoring of their compliance with those requirements. We also utilize third-party risk and compliance monitoring services to monitor our service providers, suppliers, and vendors and to augment the effectiveness of our risk mitigation efforts in this area.

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Risks from Cybersecurity Threats

As of the date of this report, no risks from cybersecurity threats, including as a result of cybersecurity incidents we have experienced in the past, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations, or financial condition.

Governance

The Company seeks to ensure effective governance in managing risks associated with cybersecurity threats, as more thoroughly described below.

Board of Directors Oversight

The Audit Committee of the Board of Directors is responsible for the oversight of risks from cybersecurity threats. The Audit Committee is composed of directors with a wide range of experience, including risk management and controls, and technology. See “Integrated Overall Risk Management” above.

Management’s Role in Cybersecurity Risk Management

A division of the Company known as Nucor Business Technology, or NBT, is responsible for the Company’s information technology needs, including cybersecurity risk assessment and management. NBT’s cybersecurity function is led by the Cybersecurity Director, who reports to the President of NBT, who in turn reports to the Company’s Chair, President, and Chief Executive Officer. The current Cybersecurity Director has twenty years of experience in the cybersecurity field and has broad expertise in cybersecurity threat assessments and detection, mitigation technologies, cybersecurity training, and incident response.

The Company also has a Risk Committee composed of the following members of the Company’s management:

Executive Vice President, Business Services & General Counsel
President, Nucor Business Technology
Vice President and Corporate Controller
Vice President and General Manager, Corporate Legal Affairs
General Manager of Internal Audit
Cybersecurity Director
Manager of External Reporting

The Risk Committee is responsible for overseeing the Company’s response to cybersecurity incidents. The Risk Committee and the Chair, President, and Chief Executive Officer inform the Audit Committee and the Board of Directors on cybersecurity risks.

Monitoring of Cybersecurity Incidents

The Cybersecurity Director implements and oversees our processes for regularly monitoring our information systems. This includes security measures and regular audits to identify potential issues. In the event of a cybersecurity incident, we have an established incident response plan that requires prompt notification of the Cybersecurity Director or their designee, who in turn oversees our assessment of and response to the incident. The Cybersecurity Director is also responsible for informing the Risk Committee of cybersecurity incidents, which in turn has a detailed process for assessing the impacts of incidents and monitoring the Company’s mitigation and remediation efforts. Depending on the nature of the incident,

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this process also provides for escalating notification to senior executives, including the Chair, President, and Chief Executive Officer and to the Board of Directors.

Item 2.Properties

Item 1B.

Unresolved Staff Comments

None.

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Item 2.

Properties

We own allmost of our principal operating facilities. These facilities, by segment, are as follows:

Location

Approximate


square footage


of facilities

Principal products

Steel mills:

Blytheville, ArkansasFontana, California

2,980,0004,020,000

Flat-rolled steel

Hickman, Arkansas

2,740,000

Flat-rolled steel

Blytheville, Arkansas

2,700,000

Structural steel, sheet steel

Berkeley County, South Carolina

2,360,0002,430,000

Flat-rolled steel, structural steel

Hickman, ArkansasDecatur, Alabama

2,350,0002,000,000

Flat-rolled steel

Decatur, AlabamaCrawfordsville, Indiana

2,000,0001,890,000

Flat-rolled steel

Crawfordsville, IndianaNorfolk, Nebraska

1,880,0001,540,000

Flat-rolled steelSteel shapes

Norfolk, Nebraska

1,530,000

Steel shapes

Hertford County, North Carolina

1,350,000

Steel plate

Plymouth, Utah

1,220,0001,290,000

Steel shapes

Jewett, TexasGhent, Kentucky

1,080,0001,260,000

Steel shapesFlat-rolled steel

Ghent, KentuckyJewett, Texas

1,000,0001,170,000

Flat-rolled steelSteel shapes

Darlington, South Carolina

980,000

Steel shapes

Kankakee, Illinois

730,000850,000

Steel shapes

Memphis, Tennessee

700,000

Steel shapes

Seattle, WashingtonSilao, Guanajuato, Mexico

660,000680,000

Steel shapesFlat-rolled steel

Tuscaloosa, AlabamaSeattle, Washington

590,000660,000

Steel plateshapes

Auburn, New YorkTuscaloosa, Alabama

530,000610,000

Steel shapesplate

Longview, TexasAuburn, New York

430,000510,000

Steel plateshapes

Marion, OhioJackson, Mississippi

430,000490,000

Steel shapes

Jackson, MississippiBrandenburg, Kentucky

420,000490,000

Steel shapesplate

Kingman, ArizonaSedalia, Missouri

380,000470,000

Steel shapes

Sedalia, MissouriMarion, Ohio

350,000430,000

Steel shapes

Frostproof, FloridaKingman, Arizona

310,000380,000

Steel shapes

Birmingham, AlabamaFrostproof, Florida

310,000350,000

Steel shapes

Wallingford, ConnecticutBirmingham, Alabama

240,000310,000

Steel shapes

Wallingford, Connecticut

240,000

Steel shapes

Steel products:

Norfolk, NebraskaSteel products:

1,150,000

Norfolk, Nebraska

1,150,000

Joists, deck, cold finished bar

St. Joe, IndianaArthur, Illinois

1,010,0001,070,000

Joists, deck, fastenerOverhead doors

St. Joe, Indiana

1,010,000

Joists, deck, fastener

Brigham City, Utah

970,0001,000,000

Joists, cold finished bar, building systems

Grapeland, Texas

810,000

Joists, deck

Chemung, New York

550,000560,000

Joists, deck

Marseilles, Illinois

550,000

Steel tube

Florence, South Carolina

540,000

Joists, deck

Birmingham, Alabama

480,000

Steel tube

Fort Payne, Alabama

470,000

Joists, deck

Decatur, Alabama

470,000

Steel tube

Louisville, Kentucky

440,000

Steel tube

Trinity, Alabama

380,000

Steel tube

Eufaula, Alabama

360,000

Building systems

Chicago, Illinois

350,000

Steel tube

Waterloo, Indiana

330,000350,000

Building systems

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In the steel products segment, we have 8192 operating facilities, excluding the locations listed above, in 3839 states with 3029 operating facilities in Canada and two in Mexico. Our subsidiary, Harris Steel Inc.,Nucor Rebar Fabrication also operates multiple sales offices in Canada and certain other foreign locations. The steel products segment also includes Skyline Steel, LLC, our steel foundation distributor.

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Table NWS has leased square footage of Contentsapproximately 630,000 square feet in Los Angeles, California, and has leased square footage of approximately 420,000 square feet in Houston, Texas.

In the raw materials segment, we have 8893 operating facilities in 2219 states with one operating facility in Point Lisas, Trinidad. For our DRI facilities in Trinidad and Louisiana, a significant portion of the production process occurs outdoors. The Trinidad site, including leased land, is approximately 1.9 million square feet. The Louisiana site has approximately 174.2 million square feet of owned land with buildings that total approximately 72,500 square feet. DJJ has 8285 operating facilities in 2118 states along with multiple brokerage offices in the United States and certain other foreign locations.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments in 20202023 were approximately 82%78%, 71%64% and 67%71% of production capacity, respectively.

We also own our principal executive offices in Charlotte, North Carolina.

Item 3.

Nucor Steel Louisiana, our DRI facility located in St. James Parish, Louisiana, has received a Consolidated Compliance Order and Notice of Potential Penalty from the Office of Environmental Enforcement of the Louisiana Department of Environmental Quality (“LDEQ”) related to emissions issues that the facility voluntarily reported to LDEQ. Nucor Steel Louisiana and LDEQ are in discussions regarding a Consolidated Settlement Agreement with LDEQ, but no penalty has been finalized. We believe the aggregate civil penalty for these compliance issues will not be material to Nucor.

Nucor is 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.

During 2022, Nucor Steel Louisiana, our DRI facility located in St. James Parish, Louisiana, received allegations of violations of the Clean Air Act from the United States Environmental Protection Agency. A combined settlement is currently being negotiated with the United States Department of Justice, United States Environmental Protection Agency and the Louisiana Department of Environmental Quality. We do not believe that any aggregate settlement for these allegations will be material to Nucor.

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

Item 4. Mine Safety Disclosures

Item 4.

Mine Safety Disclosures

Not applicable.

Information About Our Executive Officers

The following is a description of the names and ages of the executive officers of the Company, indicating all positions and offices with the Company held by each such person and each person’s principal occupation or employment during the past five years. Each executive officer of Nucor is elected by the Board of Directors and holds office from the date of election until thereafter removed by the Board.

Allen C. Behr (47)(50), Executive Vice President of Plate and Structural Products, was named EVP in May 2020. Mr. Behr began his career with Nucor in 1996 as Design Engineer at Nucor Building Systems-Indiana and joined the start-up team at Nucor Building Systems-Texas in 1999. In 2001, he became the

29


Engineering Manager at Nucor Building Systems-South Carolina and was promoted to General Manager in 2008. Mr. Behr became the General Manager of Vulcraft-South Carolina in 2011 and was promoted to Vice President in 2012. He was promoted to President of the Vulcraft/Verco group in 2014 and he served as the General Manager of Nucor Steel-Texas from 2017 to 2019.

Craig A. FeldmanBrad Ford (56)(45), Executive Vice President of Raw Materials, was namedFabricated Construction Products, became EVP in 2018.May 2023. Mr. FeldmanFord began his career as a Brokerage Representative forat The David J. Joseph Company (“DJJ”)(DJJ) in 1986,2001 as a Brokerage Representative and subsequently servingserved as District Manager of DJJ’s Salt Lake City brokerage office,and International Trading Manager. In 2013, Mr. Ford became Commercial Vice President at DJJ’sDJJ's subsidiary, WesternTrademark Metals Recycling LLC (“WMR”)(TMR), and then served as President of WMR.TMR from 2015 to 2020. Mr. Feldman served on the operational staffFord became General Manager of DJJ’s then-ownerVulcraft-Indiana in the Netherlands from 2005 until his appointment in 2007 as DJJ’s Executive2020. He was promoted to Vice President Recycling Operations. Mr. Feldman became aof Nucor in 2022 and most recently served as Vice President and General Manager of Nucor when DJJ was acquired bySteel Decatur, LLC.

Noah Hanners (44), Executive Vice President of Raw Materials, became EVP in January 2023. Mr. Hanners began his career with Nucor in 2008.2011 as Melt Shop Engineer at Nucor Steel South Carolina. He next served as Shift Supervisor and was then promoted to Melt Shop Manager at Nucor Steel Auburn, Inc. Mr. Hanners later served as General Manager of Nucor Tubular Products and General Manager of Nucor Steel Kankakee, Inc. and was promoted to Vice President in 2019. He served as President of DJJ from 2013 to December 2020.  Mr. Feldman has announced that he will retire in June 2021.

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James D. Frias (64), has been Chief Financial Officer, Treasurer and Executivethe Vice President since 2010. Prior to that, Mr. Frias was Vice Presidentand General Manager of Finance from 2006 to 2009. Mr. Frias joined Nucor in 1991 as Controller of Nucor Building Systems-Indiana. He also served as Controller of Nucor Steel-Indiana and as Corporate Controller. Mr. Frias joined the board of directors of Carlisle Companies Incorporated in 2015.

Douglas J. Jellison (62), was named Executive Vice President responsible for The David J. Joseph Company from 2019 to 2022.

John Hollatz (48), Executive Vice President of Bar, Engineered Bar, and Logistics, effectiveRebar Fabrication Products, was named EVP in May 2022. Mr. Hollatz began his career at Nucor in 1999 as Design Engineer at Vulcraft Indiana and then served as Sales Engineer and Sales Manager at Vulcraft Nebraska. Mr. Hollatz later served as General Manager of Nucor Building Systems South Carolina, General Manager of Vulcraft Indiana, and President of the Vulcraft/Verco group. He was promoted to Vice President and General Manager of Nucor Steel Decatur, LLC in 2016.

Douglas J. Jellison (65), Executive Vice President of Strategy, was named EVP in January 2021. Mr. Jellison began his Nucor career in 1990 as Materials Manager at Nucor Bearing Products and has worked in various positions and businesses in his more than 30 years with Nucor, including several controller and business development roles. Mr. Jellison was promoted to Vice President in 2004 and served as General Manager of Nucor Bearing Products, Nucor Steel Seattle, Inc. and Nucor-Yamato. He then served as President of Nucor Tubular Products and most recently as President of Nucor’s steel piling subsidiary, Skyline Steel LLC.

Stephen D. Laxton (53), Chief Financial Officer, Treasurer, and Executive Vice President, became CFO in March 2022. Mr. Laxton began his career at Nucor in 2003 as General Manager of Business Development and was promoted to Vice President in 2014. Prior to joining Nucor, Mr. Laxton worked for Cinergy Corp., holding various positions including Director of Asset Management and Manager of Corporate Development.Prior to Cinergy, he held various financial roles with Ashland, Inc., North American Stainless and National City Bank.

Gregory J. Murphy (56)(60), was named Executive Vice President of Business Services and General Counsel, effectivewas named EVP in January 2021. Mr. Murphy began his Nucor career in 2015 as Vice President and General Counsel. In 2020, he assumed additional responsibilities and was named General Counsel and Vice President of Legal, Environmental and Public Affairs. Prior to joining Nucor, Mr. Murphy was a Partner with the law firm of Moore & Van Allen PLLC, where he was the team leader of the Litigation Practice Group and served for a decade on the firm’s Executive Committee.

Raymond S. Napolitan, Jr.30


 (63)

Daniel R. Needham (58), Executive Vice President of Engineered Bar Products and Digital,Commercial, was named EVP in 2013, having previously served as President of Nucor’s Vulcraft/Verco group from 2010 to 2013 and President of American Buildings Company from 2007 to 2010. He was elected Vice President of Nucor in 2007. Mr. Napolitan began his Nucor career in 1996 as Engineering Manager of Nucor Building Systems-Indiana, and later served as General Manager of Nucor Building Systems-Texas.

Daniel R. Needham (55), was named Executive Vice President of Bar and Rebar Fabrication Products, effective February 2021.May 2022. Mr. Needham began his career with Nucor in 2000 as Controller at Nucor Steel Hertford County. He subsequently served as Controller of Nucor Steel Decatur, LLC and Nucor Steel Utah. In 2011, Mr. Needham became General Manager of Nucor Steel Connecticut, Inc. He later served as General Manager of Nucor Steel Utah and was elected Vice President in 2016. In 2019, Mr. Needham was promoted to Vice President and General Manager of Nucor Steel Indiana. He served as the Executive Vice President of Bar, Engineered Bar and Rebar Fabrication Products from February 2021 to May 2022.

K. Rex Query (55)(58), was named Executive Vice President of Sheet Products and Tubular Products, effectiveTalent Resources, was named EVP in January 2021. Mr. Query joined Nucor in 1990 as a financial analyst in the Corporate Office and subsequently served as Controller at Vulcraft South Carolina, Nucor Steel Berkeley and Nucor Steel Hertford. After serving as General Manager and Corporate Controller, Mr. Query was elected to Vice President in 2002 and served as General Manager at Nucor Steel Auburn, Inc., Nucor Steel Decatur, LLC, Nucor Steel South Carolina and NCF as well as President of Nucor Europe. Most recently, Mr. Query served as President of Nucor’s Vulcraft/Verco group. Mr. Query is married to the sister of Mr. Topalian’s wife.

MaryEmily Slate (56), was named Executive Vice President of Commercial, effective January 2021. Ms. Slate was promoted to EVP in May 2019, most recently serving as EVP of Plate, Structural and Tubular Products. Ms. Slate began her career with Nucor in 2000 as a District Sales Manager at Nucor Steel Arkansas. She later served as Sales Manager at Nucor Steel Decatur, LLC and then as Cold Mill Manager. In 2010, Ms. Slate was promoted to General Manager of Nucor Steel Auburn, Inc. and was elected Vice President in 2012. She served as Vice President of Nucor Steel Arkansas from 2015 to 2019.

David A. Sumoski (54)(57), was named Chief Operating Officer, effectivein January 2021. He previously served as Executive Vice President from 2014 to 2020, most recently as EVP of Merchant and Rebar Products. He also served as General Manager of Nucor Steel Memphis, Inc. from 2012 to 2014 and as General Manager of Nucor Steel Marion, Inc. from 2008 to 2012. Mr. Sumoski was named Vice President in 2010. He began his career with Nucor as an electrical supervisor at Nucor Steel-Berkeley in 1995, later serving as Maintenance Manager.

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Leon J. Topalian (52)(55), has served as President and Chief Executive Officer since January 2020.2020 and as Chair of the Board of Directors since September 2022. He previously served as President and Chief Operating Officer from September 2019 to December 2019, as Executive Vice President of Beam and Plate Products from 2017 to 2019 and as Vice President of Nucor from 2013 to 2017. He began his Nucor career at Nucor Steel-Berkeley in 1996, serving as a project engineer and then as cold mill production supervisor. Mr. Topalian was promoted to Operations Manager for Nucor’s former joint venture in Australia and later served as Melting and Casting Manager at Nucor Steel-South Carolina. He then served as General Manager of Nucor Steel Kankakee, Inc. from 2011 to 2014 and as General Manager of Nucor-Yamato from 2014 to 2017. Mr. Topalian is married to the sister of Mr. Query’s wife.

D. Chad Utermark (52)(55), Executive Vice President of Fabricated Construction Products,New Markets and Innovation, was named EVP in 2014. He previously served as General Manager of Nucor-Yamato from 2011 to 2014 and as General Manager of Nucor Steel-Texas from 2008 to 2011. He was named Vice President of Nucor in 2009. Mr. Utermark began his Nucor career as a utility operator at Nucor Steel-Arkansas in 1992, subsequently serving as shift supervisor and Hot Mill Manager at that division as well as Roll Mill Manager at Nucor Steel-Texas.

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PART II

Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of ContentsEquity Securities

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed and traded on the New York Stock Exchange under the symbol “NUE.” As of January 31, 2021,2024, there were approximately 14,00011,000 stockholders of record of our common stock.

We did not repurchase any shares under ourOur share repurchase program duringactivity for each of the fourththree months and the quarter ended December 31, 2023 was as follows (in thousands, except per share amounts):

 

 

Total
Number
of Shares
Purchased

 

 

Average
Price Paid
per Share (1)

 

 

Total Number
of Shares
Purchased
as Part of
Publicly
Announced
Plans or
Programs (2)

 

 

Approximate
Dollar Value
of Shares
that May
Yet Be
Purchased
Under the
Plans or
Programs (2)

 

October 1, 2023—October 28, 2023

 

 

 

 

$

-

 

 

 

 

 

$

3,499,941

 

October 29, 2023—November 25, 2023

 

 

 

 

$

-

 

 

 

 

 

$

3,499,941

 

November 26, 2023—December 31, 2023

 

 

1,000

 

 

$

177.18

 

 

 

1,000

 

 

$

3,322,765

 

For the Quarter Ended December 31, 2023

 

 

1,000

 

 

 

 

 

 

1,000

 

 

 

 

(1)
Includes commissions of 2020.

$0.02 per share.
(2)
On May 11, 2023, the Company announced that its 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. The share repurchase authorization is discretionary and has no expiration date.

Nucor has increased its base cash dividend every year since the Company began paying dividends in 1973. Nucor paid a total dividend of $1.61$2.04 per share in 20202023 compared with $1.60$2.00 per share in 2019.2022. In December 2020,2023, the Board of Directors increased the base quarterly cash dividend on Nucor’s common stock to $0.405$0.54 per share from $0.4025$0.51 per share. In February 2021,2024, the Board of Directors declared Nucor’s 192nd204th consecutive quarterly cash dividend of $0.405$0.54 per share payable on May 11, 202110, 2024 to stockholders of record on March 31, 2021.28, 2024.

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

Stock Performance

This graphic comparison assumes the investment of $100 in each of Nucor commonThe stock the S&P 500 Index and the S&P 1500 Steel Group Index, all at year-end 2015. The resulting cumulative total return assumes that cash dividends were reinvested. Nucor common stock comprised 32% of the S&P 1500 Steel Group Index at year-end 2020 (43% at year-end 2015).

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Table of Contents

Item 6.

Selected Financial Data

Not applicable as Nucor has early adopted the amendments toperformance graph required by Item 301201(e) of Regulation S-K outlined inis incorporated into this report by reference from the Final Rule adopted byCompany's annual report to stockholders for the year ended December 31, 2023, which will be posted to the Company's website and furnished to the SEC on November 19, 2020.subsequent to the date of this report. The stock performance graph shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, nor shall it be deemed to be "soliciting material" subject to Regulation 14A or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

25Item 6.[Reserved].

32


Item 7. Management’s Discussion and Analysis of ContentsFinancial Condition and Results of Operations

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations of Nucor Corporation should be read in conjunction with the consolidated financial statements of the Company and the accompanying notes to the consolidated financial statements.

Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report discusses our financial condition and results of operations as of and for the years ended December 31, 20202023 and 2019.2022. Information concerning the year ended December 31, 20192022 and a comparison of the years ended December 31, 20192022 and December 31, 20182021 may be found under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019,2022, filed with the SEC on February 28, 2020.2023.

Overview

The COVID-19 pandemic beganU.S. economy grew at a faster rate in 2023 – 2.5 percent – compared to impact Nucor’s operations1.9 percent the prior year. Steel market demand in the final weeks2023 remained strong across many of the first quarter of 2020. It would rapidly become the most significant event of 2020, impacting almost all aspects of our business through the remainder of the year and into the present. Our most important value is the health and safety of our teammates, their families and the communities whereend markets we operate. We formed several internal task forces to closely monitor developments related to the pandemic. Our facilities around the country have taken steps to respond to COVID-19 based on the nature of their operations and the actions being taken by their state and local governments. We have restricted travel, upgraded the cleaning practices at our facilities and offices, implemented remote work for teammates wherever possible, and instituted social distancing measures throughout the Company. In addition to these measures, which are still in effect to varying degrees, we also took significant action to further strengthen our liquidity resources and financial position. These financial measures are further explained in the “Liquidity and Capital Resources” section of this “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Across Nucor, we remain committed to protecting our teammates while minimizing disruptions to our customers and supply chain.

Due to the impact of the pandemic, the U.S. economy shrank by 3.5% in 2020, compared to a growth rate of 2.2% in 2019. Despite this, demand in several key end-use markets was surprisingly resilient in 2020, most notably inserve, particularly nonresidential construction and automotive, which together account for nearly two-thirds of steel consumption.construction. Operating rates at our steel mills for the full year 2020 decreased2023 increased slightly to 82%78% as compared to 84%77% for the full year 2019. Industry-wide,2022.

Legislation passed by Congress is providing more than $1.5 trillion to rebuild traditional infrastructure, build-out clean energy infrastructure and re-shore semiconductor chip manufacturing back to the United States. These steel-intensive projects are expected to create an estimated 5 to 8 million tons of additional annual steel demand in the coming years. Funding from the Infrastructure Investment & Jobs Act (IIJA) is starting to impact the steel market and that impact is expected to last several years. The CHIPS Act has already generated announcements for dozens of new semiconductor ecosystem projects in the U.S. capacity utilization rate was 68% for 2020, down from 80%representing more than $200 billion in 2019.  

Economic conditions improvedprivate investments. Strong Buy America requirements in the secondIIJA and the Inflation Reduction Act will promote domestically produced steel being used to rebuild U.S. infrastructure and build-out new clean energy infrastructure. More than half of 2020 and weNucor products are optimistic about market conditions heading into 2021. We expect the nonresidential construction and automotive markets to remain strong. We hope to see improvement in markets like heavy duty trucks, heavy equipment and agriculture that were down in 2020. We anticipate the recovery in oil and gas markets to be slow, but Nucor has seen increased salesshipped into the renewable energy market.

The Section 232 steel tariffs continuedconstruction market, and Nucor’s lower carbon footprint is expected to be effectiveprovide an additional advantage as states and localities look to rebuild infrastructure in keeping unfairly traded imports out of the U.S. market. For the full year 2020, finished steel imports were down approximately 23% from the previous year and accounted for approximately 18% of U.S. market share.a sustainable manner.

Our Challenges and Risks

Sales of many of our products are largely dependent upon capital spending in the nonresidential construction markets in the United States, including in the industrial and commercial sectors, as well as capital spending on infrastructure that is publicly funded, such as bridges, schools, prisons and hospitals. While there has been no federal infrastructure bill in recent years, many states have passed bills funding infrastructure improvements.

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Table of Contents

While the Section 232 tariffs are having their intended impact by keeping unfairly traded imports out of the U.S. market, globalGlobal steel production overcapacity continues to be a long-term challenge. Steelan ongoing risk to Nucor and the entire steel industry, with the OECD estimating that global steel production in China rose in 2020, goingovercapacity would grow from approximately 1.10 billion550 million metric tons in 20192022 to approximately 1.16 billion tons in 2020 – an increase of 5.5%. As a result, China’s share of global crude steel production rose from 53.3% in 2019 to 56.6% in 2020. The OECD projects that global excess steel production capacity was approximately 776more than 600 million tons in 2020, up from 624 million2023. However, additional capacity continues to come online and China’s steel production, the largest steel producing country, is still near record levels. In 2023, China’s steel production was more than 1 billion tons atfor the endfourth consecutive year. Circumvention of 2019, which was itself up significantly from the prior year.trade duties also continues to pose a risk, as countries route products through third-party countries to evade duties. Increasingly, China is seeking to evade trade duties by building new steelmaking capacity in other countries with a focus on neighboring countries in southeast Asia, as well as Africa.

A majorAn uncertainty we continue to face in our business is the price of our principal raw material, ferrous scrap, which is volatile and often increases or decreases rapidly in response to changes in domestic demand, unanticipated events that affect the flow of scrap into scrap yards, the availability of scrap substitutes, currency fluctuations and changes in foreign demand for scrap. In periods of rapidly increasing raw material prices in the industry, which are often also associated with periods of strongstronger or rapidly improving steel market conditions, being able to increase our prices for the products we sell quickly enough to offset increases in the prices we pay for ferrous scrap is challenging but critical to maintaining our profitability. We attempt to mitigate the scrap price risk by managing scrap inventory levels at the steel mills to match the anticipated demand over the next several weeks. Certain scrap substitutes, including pig iron, have longer lead times for delivery than scrap, which can make this

33


inventory management strategy difficult to achieve. Continued successful implementation of our raw material strategy, including key investments in DRI production, coupled with the scrap brokerage and processing services performed by our team at DJJ, give us greater control over our metallic inputs and thus also helps us to mitigate this risk. See "Item 1A. Risk Factors- Industry Specific Risk Factors" for further discussion of raw material risks.

During periods of stronger or rapidly improving steel market conditions, we are more likely to be able to pass through to our customers, relatively quickly, the increased costs of ferrous scrap and scrap substitutes, protecting our gross margins from significant erosion. During periods of weaker or rapidly deteriorating steel market conditions, weak steel demand, low industry utilization rates and the impact of imports create an even more intensified competitive environment and increased pricing pressure. All of those factors, to some degree, impact pricing, which increases the likelihood that Nucor will experience lower gross margins.

Although the majority of our steel sales are to spot market customers in North America who place their orders each month based on their business needs and our pricing competitiveness compared to both domestic and global producers and trading companies, we also sell contract tons, most notably in our sheet operations. Approximately 70%80% of our sheet sales were to contract customers in 2020 (75%2023 (approximately 85% in 2019)2022), with the balance being sold in the spot market at the prevailing prices at the time of sale. Steel contract sales outside of our sheet operations are not significant. The amount of tons sold to contract customers at any given time depends on the overall market conditions at the time, how the end-use customers see the market moving forward and the strategy that Nucor management believes is appropriate to the upcoming period.

Nucor management considerations include maintaining an appropriate balance of spot and contract tons based on market projections and appropriately supporting our diversified customer base. The percentage of tons that is placed under contract also depends on the overall market dynamics and customer negotiations. In years of strengthening demand, we typically see an increase in the percentage of sheet sales sold under contract as our customers have an expectation that transaction prices will rapidly rise, and available capacity will quickly be sold out. To mitigate this risk, customers prefer to enter into contracts in order to obtain committed volumes of supply from the mills. The vast majority of our contracts include a method of adjusting prices on a periodic basis to reflect changes in the market pricing for steel and/or scrap. Market indices for steel generally trend with scrap pricing changes, but, during periods of steel market weakness, the more intensified competitive steel market environment can cause the sales price indices to decrease resulting in reduced gross margins and profitability. Furthermore, since the selling price adjustments are not immediate, there will always be a timing difference between changes in the prices we pay for raw materials and the adjustments we make to our contract selling prices. Generally, in periods of increasing scrap prices, we experience a short-term margin contraction on

27


Table of Contents

contract tons. Conversely, in periods of decreasing scrap prices, we typically experience a short-term margin expansion. Contract sales typically have terms ranging from six to 12 months.

Our Strengths and Opportunities

We are North America’s most diversified steel producer. As a result, our short-term performance is not tied to any one market. We have numerous, large, strategic capital projects at various stages of progress that we believe will help us further diversify our product offerings and expand the markets that we serve. We expect these investments to grow our long-term earnings power by increasing our channels to market, expanding our product portfolio into higher value-added offerings, that are less vulnerable to imports, improving our cost structure and further building upon our market leadership positions.

We believe that Nucor’s raw material supply chain is another important strength. Our investment in DRI production facilities and scrap brokerage and processing businesses provides Nucor with significant flexibility in optimizing our raw materials costs. Additionally, having a significant portion of our raw materials supply under our control reduces risk associated with the global sourcing of raw materials, particularly since a considerable portion of scrap substitutes comes from regions of the world that historically have experienced greater political turmoil.materials.

Our highly variable, low-cost structure, combined with our financial strength and liquidity, hashave allowed us to successfully navigate cyclical severely depressed steel industry market conditions in the past. In such times, our incentive-based pay system reduces our payroll costs, both hourly and salary, which helps to offset lower

34


selling prices. Our pay-for-performance system that is closely tied to our levels of production also allows us to keep our highly experienced workforce intact and to continue operating our facilities when some of our competitors with greater fixed costs are forced to shut down some of their facilities. Because we use EAFs to produce our steel, we can easily vary our production levels to match short-term changes in demand, unlike our blast furnace-based integrated competitors. We believe these strengths also provide us further opportunities to gain market share during such times.demand.

Evaluating Our Operating Performance

We report our results of operations in three segments: steel mills, steel products and raw materials. Most of the steel we produce in our mills is sold to outside customers (80% in both 20202023 and 2019)78% in 2022), but a significant percentage is used internally by many of the facilities in our steel products segment (20% in both 20202023 and 2019)22% in 2022).

We begin measuring our performance by comparing our net sales, both in total and by individual segment, during a reporting period with our net sales in the corresponding period in the prior year. In doing so, we focus on changes in and the reasons for such changes in the two key variables that have the greatest influence on our net sales: average sales price per ton during the period and total tons shipped to outside customers.

We also focus on both dollar and percentage changes in gross margins, which are key drivers of our profitability, and the reasons for such changes. There are many factors from period to period that can affect our gross margins. One consistent area of focus for us is changes in “metal margins,” which is the difference between the selling price of steel and the cost of scrap and scrap substitutes. Increases or decreases in the cost of scrap and scrap substitutes that are not offset by changes in the selling price of steel can quickly compress or expand our margins and reduce or increase our profitability.

Changes in marketing, administrative and other expenses, particularly profit sharing and other variable incentive-based payment costs, can have a material effect on our results of operations for a reporting period as well. These costs vary significantly from period to period as they are based upon changes in our pre-tax earnings and other profitability metrics that are a reflection of our pay-for-performance system that is closely tied to our levels of production.

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Table of Contents

Evaluating Our Financial Condition

We evaluate our financial condition each reporting period by focusing primarily on the amounts of and reasons for changes in cash provided by operating activities, our current ratio, the turnover rate of our accounts receivable and inventories, the amounts of and reasons for changes in cash used in or provided by investing activities (including projected capital expenditures) and financing activities and our cash and cash equivalents and short-term investments position at period end. We believe that our conservative financial practices have served us well in the past and are serving us well today. As a result, we believe our financial position remains strong.

Comparison of 20202023 to 20192022

Results of Operations

Nucor reported consolidated net earnings of $2.36$4.52 billion, or $18.00 per diluted share, in 2020 and $4.142023, which decreased compared to $7.61 billion, or $28.79 per diluted share, in 2019. 2022, the latter of which was the most profitable year in the Company’s history. Though decreased from the prior year, 2023 represented the third most profitable year in Nucor’s history.

The COVID-19 pandemic and the impacts it had on the domestic economy were the primary factor drivingdriver for the decrease in earnings in 20202023 as compared to 2019.

In 2019,2022 was the decreased profitability of the steel mills segment’s profitability peaked in the first quarter and experienced a downward trend for the remainder of the year primarily due to inventory destocking. The first quarter of 2020 was off to a promising start for the steel mills segment, building off of the momentum of price increases announced in the fourth quarter of 2019 and a strong quarterly utilization rate of 89%. The first quarter of 2020 ended with the rapidly intensifying impact of the COVID-19 pandemic beginning to impact our business late in the quarter. We also determined a triggering event occurred related to our equity method investment located in Italy, Duferdofin Nucor S.r.l. (“Duferdofin Nucor”), that would result in us reserving a note receivable and a significant impairment charge in the first quarter of 2020. We ultimately exited our investment in Duferdofin Nucor prior to the end of the year. Total losses and impairments of assets related to Duferdofin Nucor that were includedsegment. Metal margin in the steel mills segment earnings were approximately $483.5 milliondecreased significantly in 2020. We also recorded additional impairment charges2023 as compared to 2022, as decreases in the fourth quarter of 2020 related to certain inventoryaverage selling prices outpaced decreases in scrap and long-lived assets of $103.2 million that were primarily related to our Castrip sheet operations.

Thesubstitute costs. All product groups within the steel mills segment performance bottomedhad lower metal margin in 2023 as compared to 2022, with the second quarter of 2020 but had an upward trajectory for the remainderlargest decrease at our sheet mills.

35


Earnings of the year. Our steel millsproducts segment is expected to havedecreased in 2023 following a very strong first quarter of 2021 due to increasesrecord-setting year for profitability in steel2022. Average selling prices and strengthening market conditions atvolumes both decreased for the end of 2020.

Nonresidential construction market conditions were strong in 2019 and 2020.The resiliency of nonresidential construction markets during the COVID-19 pandemic paved the way for our steel products segment in 2023 as compared to have record2022. The primary driver for the decreased earnings of the steel products segment in 2023 was the reduced profitability of the joist and deck businesses, both of which had very strong earnings in 2020, surpassing2022. Partially offsetting these decreases were increases in profitability at the previous record set in 2019. Many of our business units in this segment performed at record or near-record levels, with oursegment's rebar fabrication, garage doors, insulated metal panels and tubular products businesses driving the year-over-year increase for the segment. In additionin 2023 as compared to the strength of nonresidential construction markets over the last two years, the steel products segment continues to benefit from the lasting effects of changes in business strategy and efficiency initiatives that have significantly improved the performance of our2022. The Company's rebar fabrication operations and metal buildings business.business set a new record for profitability in 2023.

TheEarnings in the raw materials segment’s profitabilitysegment decreased in 2020 increased from 20192023 as compared to 2022 primarily due to the improved performance ofdecreased earnings at our DRI facilities. Our DRI facility in Louisiana experienced a planned 70-day outage in 2019 to enhance operational reliability,facilities and the facility set new records for production, shipping and operating hours in 2020. Low average selling prices and higher iron ore costs have caused the DRI facilities to have combined operating losses in 2020 and 2019. However, selling prices for raw materials increased dramaticallyscrap processing operations. Included in the fourth quarterearnings of 2020 and we expect strong performance for the raw materials segment in 2022 was the first quarter$96.0 million write-off of 2021.

The raw materials segment incurred non-cash impairment charges of $27.0 million and $35.0 million in 2020 and 2019, respectively. The 2020 charges related to our leasehold interest in unproved oil and gas properties andafter the 2019 charges relatedCompany’s management determined that it was unlikely to our proved oil and gas properties. Refer to “Critical Accounting Policies and Estimates” for further discussion of these charges.

29


develop the leasehold interests in the future.Table of Contents

Nucor’s income tax provision in 2020 benefited from several notable items that are not included in segment reporting. Of note, the 2020 tax provision benefited from $201.9 million related to certain tax deductions claimed related to our now exited investment in Duferdofin Nucor, $39.7 million related to certain state tax credits and $48.2 million related to the anticipated carryback of a 2020 tax net operating loss under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).

The following discussion will provide greater quantitative and qualitative analysis of Nucor’s performance in 20202023 as compared to 2019.

2022.

Net Sales

Net sales to external customers by segment for 2020the years ended December 31, 2023 and 20192022 were as follows (in thousands):

 

Year Ended December 31,

 

 

 

Year Ended December 31,

 

 

 

 

 

2020

 

2019

 

% Change

 

2023

 

 

2022

 

 

% Change

 

Steel mills

 

$12,109,307

 

$13,933,950

 

-13%

 

$

20,092,662

 

 

$

24,189,858

 

 

 

-17

%

Steel products

 

6,623,068

 

6,990,064

 

-5%

 

 

12,758,939

 

 

 

15,060,328

 

 

 

-15

%

Raw materials

 

1,407,283

 

1,664,844

 

-15%

 

 

1,861,900

 

 

 

2,262,281

 

 

 

-18

%

Total net sales to external customers

 

$20,139,658

 

$22,588,858

 

-11%

 

$

34,713,501

 

 

$

41,512,467

 

 

 

-16

%

Net sales for 20202023 decreased 11%16% from the prior year. Average sales price per ton decreased 7%15% from $851$1,626 in 20192022 to $789$1,377 in 2020.2023. Total tons shipped to outside customers decreased 4%1% from 26,532,00025,524,000 tons in 20192022 to 25,519,00025,205,000 tons in 2020.2023.

In the steel mills segment, sales tons for the years ended December 31, 2023 and 2022 were as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

 

 

 

2023

 

 

2022

 

 

% Change

 

Outside steel shipments

 

 

18,552

 

 

 

18,200

 

 

 

2

%

Inside steel shipments

 

 

4,721

 

 

 

5,041

 

 

 

-6

%

Total steel shipments

 

 

23,273

 

 

 

23,241

 

 

-

 

 

 

Year Ended December 31,

 

 

 

 

2020

 

2019

 

% Change

Outside steel shipments

 

18,049

 

18,585

 

-3%

Inside steel shipments

 

4,637

 

4,771

 

-3%

Total steel shipments

 

22,686

 

23,356

 

-3%

36


Net sales for the steel mills segment decreased 13%17% in 2020 from2023 compared to the prior year due to a 10%an 18% decrease in the average sales price per ton, from $748$1,324 in 20192022 to $671$1,084 in 2020, as well as2023, partially offset by a 3% decrease2% increase in total tons shippedsold to outside customers. Average selling prices for our sheet, bar, structural, and plate mills decreased in 2023 as compared to 2022.

Outside sales tonnage for the steel products segment for the years ended December 31, 2023 and 2022 was as follows (in thousands):

 

Year Ended December 31,

 

 

 

Year Ended December 31,

 

 

 

 

 

2020

 

2019

 

% Change

 

2023

 

 

2022

 

 

% Change

 

Joist sales

 

557

 

499

 

12%

 

 

510

 

 

 

671

 

 

 

-24

%

Deck sales

 

496

 

495

 

 

 

401

 

 

 

515

 

 

 

-22

%

Cold finished sales

 

406

 

498

 

-18%

 

 

428

 

 

 

467

 

 

 

-8

%

Rebar fabrication sales

 

1,232

 

1,223

 

1%

 

 

1,169

 

 

 

1,282

 

 

 

-9

%

Piling products sales

 

649

 

638

 

2%

 

 

433

 

 

 

443

 

 

 

-2

%

Tubular products sales

 

1,080

 

1,053

 

3%

 

 

949

 

 

 

950

 

 

-

 

Other steel products sales

 

374

 

408

 

-8%

 

 

596

 

 

 

687

 

 

 

-13

%

Total steel products sales

 

4,794

 

4,814

 

 

 

4,486

 

 

 

5,015

 

 

 

-11

%

Net sales for the steel products segment decreased 5%15% in 20202023 from the prior year due to a 5% decrease in the average sales price per ton.ton, from $3,003 in 2022 to $2,845 in 2023, as well as an 11% decrease in volumes.

Net sales for the raw materials segment decreased 15%18% in 20202023 from the prior year, primarily due to decreased volumes and average sellingsales prices at DJJ’s brokerage operations and decreased volumes at DJJ’s scrap processing operations and brokerage operations. In 2020,2023, approximately 88%92% of outside sales for the raw

30


Table of Contents

materials segment were from the brokerage operations of DJJ, and approximately 9%4% of outside sales were from the scrap processing operations of DJJ (90%(91% and 9%3%, respectively, in 2019)2022).

Gross Margins

In 2020,2023, Nucor recorded gross margins of $2.23$7.81 billion (11%(23%), which was a decrease from $2.68$12.50 billion (12%(30%) in 2019:2022:

The primary driver for the decrease in gross margin in 2020 as compared to 2019 was decreased metal margins in the steel mills segment. Metal margin is the difference between the selling price of steel and the cost of scrap and scrap substitutes. The average scrap and scrap substitute cost per gross ton used decreased 8% from $314 in 2019 to $290 in 2019. Despite the decrease in average scrap and scrap substitute cost per gross ton used, metal margin in the steel mills segment decreased due to lower average selling prices across all steel mill businesses.

The primary driver for the decrease in gross margins in 2023 as compared to 2022 was the decrease in metal margins in the steel mills, primarily due to lower metal margins per ton and decreases in average selling prices outpacing decreases in scrap costs.

The average scrap and scrap substitute cost per gross ton used decreased 14% from $492 in 2022 to $421 in 2023. Scrap prices are driven by the global supply and demand for scrap and other iron-based raw materials used to make steel. Scrap prices decreased during mostare stable as we begin 2024.

Pre-operating and start-up costs of 2020 but begannew facilities increased to rapidly increase lateapproximately $400 million in the year. As we enter 2021, we see downward pressure on scrap prices in the near term that we believe is likely to stabilize and follow a more typical seasonal pattern during the remainder of the year.

Pre-operating and start-up costs of new facilities decreased to approximately $101 million in 2020 as compared to approximately $103 million in 2019. Pre-operating and start-up costs in 2020 primarily related to the bar mills being built in Missouri and Florida, the plate mill being built in Kentucky, the sheet mill expansion in Kentucky and the merchant bar quality mill expansion at our bar mill in Illinois. In 2019, pre-operating and start-up costs primarily related to the bar mills being built in Missouri and Florida, the expansion at our sheet mill in Kentucky and the upgrades at our Louisiana DRI facility. Nucor defines pre-operating and start-up costs, all of which are expensed, as the losses attributable to facilities or major projects that are either under construction or in the early stages of operation. Once these facilities or projects have attained a utilization rate that is consistent with our similar operating facilities, they are no longer considered by Nucor to be in start-up.

Gross margins in the steel products segment for 2020 increased as compared to 2019 primarily due to the increased profitability of our rebar fabrication and tubular products businesses which were partially offset by the decreased profitability of our building systems and cold finish operations.

Gross margins in the raw materials segment for 2020 increased as compared to 2019 primarily due to the improved performance of our DRI facilities that resulted in lower losses.

Gross margins related to DJJ’s brokerage operations decreased in 20202023 as compared to 2019approximately $247 million in 2022. Pre-operating and start-up costs in 2023 primarily related to the plate mill built in Kentucky, the sheet mill being built in West Virginia, and the micro mill being built in North Carolina. Pre-operating and start-up costs in 2022 primarily related to the plate mill then being built in Kentucky, the sheet mill expansion in Kentucky, and the galvanizing line at our sheet mill in Arkansas. Nucor defines pre-operating and start-up costs, all of which are expensed, as the losses attributable to facilities or major projects that are either under construction or in the early stages of operation. Once these facilities or projects have attained a utilization rate that is consistent with our similar operating facilities, they are no longer considered by Nucor to be in start-up.

Gross margins in the steel products segment decreased in 2023 as compared to 2022 primarily due to moderating prices and margin compression at our joist and decreased volumes. deck facilities.
Gross margins for DJJ’sin the raw materials segment decreased significantly in 2023 as compared to 2022 due to the decreased profitability of our scrap processing operations slightly increased in 2020.brokerage and recycling operations.

37


Marketing, Administrative and Other Expenses

A major component of marketing, administrative and other expenses is profit sharing and other incentive compensation costs. These costs, which are based upon and fluctuate with Nucor’s financial performance, decreased from 20192022 to 20202023 due to ourthe decreased profitability in 2020.of the Company. In 2020,2023, profit sharing costs consisted of $86.6$611.1 million, of contributions, including the Company’s matching contribution, made to the Company’s Profit Sharing and Retirement Savings Plan for qualified employees ($181.4994.2 million in 2019)2022). Other employee bonus costs also fluctuate based on Nucor’s achievement of certain financial performance goals, including achieving record earnings, and comparisons of Nucor’s financial performance to peers in the steel industry and other companies. Stock-based compensation included in marketing, administrative and other expenses decreased by 21%8% to $29.2$54.1 million in 20202023 compared with $36.9$58.8 million in 20192022 and includes costsexpenses associated with vesting of stock awards granted in prior years.

Included in marketing, administrative and other expenses in 2020 was $18.2 million of restructuring charges related to the realignment of Nucor’s metal buildings business in the steel products segment.

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Included in marketing, administrative and other expenses in 2019 was a benefit of $33.7 million related to the gain on the sale of an equity method investment in the raw materials segment.

Equity in Losses (Earnings)Earnings of Unconsolidated Affiliates

Equity method investment losses and (earnings) were $10.5in earnings of unconsolidated affiliates was $12.8 million in 20202023 and $(3.3)$10.7 million in 2019.2022. The decreaseincrease in equity method investment earnings from 20192022 to 20202023 was primarily due to decreased losses at NJSM. In October 2023, Nucor purchased an additional 1% interest in NJSM, bringing our investment in NJSM to a 51% controlling interest. Beginning in the decreased resultsfourth quarter of Nucor-JFE and NuMit.
2023, Nucor has accounted for NJSM on a consolidated basis.

Losses and Impairments of Assets

During the fourth quarter of 2019, Nucor performed an impairment analysis of its three fields of proved producing natural gas well assets and determined that the carrying amount of one of the fields of wells exceeded its fair value and the impairment condition was considered to be other than temporary. This field of wells was not impaired as a result of the analysis performed in 2018.2022, Nucor recorded a $35.0non-cash loss on assets of $96.0 million non-cash impairment charge against this field of wells, driven primarily by estimated lease operating costs that were higher than the estimates usedrelated to our leasehold interest in the 2018 analysis. These charges were includedunproved oil and natural gas properties in the raw materials segment. See Note 7 to the Company’s consolidated financial statements for additional information.

Nucor recorded additionalsegment and an impairment charges in 2019charge of $20.0$5.8 million related to certain property, plantmachinery and equipment in the steel mills segment, and $11.9 million related to the write-down of certain intangible assets in the steel products segment.

In 2020, Nucor recorded losses on assets of $483.5 million related to our equity method investment in Duferdofin Nucor. Nucor also recorded impairment charges in 2020 of $103.2 million related to certain inventory and long-lived assets in the steel mills segment, and $27.0 million related to the write-down of our unproved natural gas well assets included in the raw materials segment.

Interest Expense (Income)

Net interest expense is detailed below(income) for the years ended December 31, 2023 and 2022 was as follows (in thousands):

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

2020

 

 

2019

 

 

2023

 

 

2022

 

Interest expense

 

$

166,613

 

 

$

157,358

 

 

$

245,954

 

 

$

218,911

 

Interest income

 

 

(13,415

)

 

 

(35,933

)

 

 

(275,586

)

 

 

(48,695

)

Interest expense, net

 

$

153,198

 

 

$

121,425

 

 

$

(29,632

)

 

$

170,216

 

Interest expense increased in 20202023 compared to 20192022 due to a higher average outstanding debt balance. Interest income decreased in 2020 compared to 2019 due to significantly lower average interest rates on debt and an increase in average debt outstanding. Interest income increased in 2023 compared to 2022 due to an increase in average interest rates on investments and higher average investments.

Earnings (Loss) Before Income Taxes and Noncontrolling Interests

The following table presents earnings (loss) before income taxes and noncontrolling interests by segment for the years ended December 31, 20202023 and 20192022 (in thousands). The changechanges between periods were driven by the quantitative and qualitative factors previously discussed.

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

Steel mills

 

$

3,712,470

 

 

$

7,199,087

 

Steel products

 

 

3,443,950

 

 

 

4,093,105

 

Raw materials

 

 

253,506

 

 

 

496,823

 

Corporate/eliminations

 

 

(1,137,169

)

 

 

(1,544,171

)

Earnings before income taxes and noncontrolling interests

 

$

6,272,757

 

 

$

10,244,844

 

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

Steel mills

 

$

720,151

 

 

$

1,790,694

 

Steel products

 

 

690,547

 

 

 

511,145

 

Raw materials

 

 

23,621

 

 

 

(28,244

)

Corporate/eliminations

 

 

(598,781

)

 

 

(490,788

)

Earnings before income taxes and noncontrolling interests

 

$

835,538

 

 

$

1,782,807

 

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��

Noncontrolling Interests

Noncontrolling interests represent the income attributable to the noncontrolling partners of Nucor’s joint ventures, primarily Nucor–Yamato, of whichNYS, CSI and NJSM. Nucor owns a 51%. controlling interest in each of NYS, CSI and NJSM. The 15% increasedecrease in earnings attributable to noncontrolling interests in 20202023 as compared to 20192022 was primarily due to the increaseddecreased earnings of Nucor–Yamato. UnderNYS and CSI. Furthermore, the Nucor–Yamato limited partnership agreement, the minimum amount of cash to be distributed each year to the partners is the amount needed by each partner to pay applicable U.S. federal and state income taxes. In 2020, the amount of cash distributed to noncontrolling interest holders exceeded thedecrease in earnings attributable to noncontrolling interests based on mutual agreementis due to the losses of NJSM, for which results were consolidated beginning in the general partners; however,fourth quarter of 2023 following Nucor's purchase of an additional 1% interest in NJSM to bring the cumulative amount of cash distributedtotal investment to partners was less than the cumulative net earnings of the partnership.a 51% controlling interest.

Provision for Income Taxes

The Company’s effective tax rate in 20202023 was -0.06%21.68% compared with 23.1%21.13% in 2019.2022. The decrease in the2023 effective tax rate was primarily dueincludes an increased impact, when compared to 2022, related to federal tax credits and the change in relative proportions of net earnings attributable to noncontrolling interests to total pre-tax earnings between the periods. The 2022 effective tax rate included a net tax benefit of $201.9$76.4 million (-24.16%) for a tax loss on our investment in Duferdofin Nucor, a net tax benefit of $45.2 million (-5.41%(-0.75%) for state tax credits, and a federalnet tax benefit of $48.2$88.0 million (-5.77%(-0.86%) forrelated to a change in the carrybackvaluation allowance of a federalstate deferred tax net operating loss (an “NOL”asset.

The Internal Revenue Service (“IRS”) under the CARES Act. These benefits were all recognized inis currently examining Nucor’s 2015, 2019, and 2020 and were somewhat offset by the rate impact (11.2%) of financial statement impairments of $445.6 million which did not affect the provision for income taxes. The CARES Act allows for an NOL generated in 2020 to be carried back to taxable years where the federal income tax rate was 35%. The difference in the tax rate in 2020 and tax years before the enactment of the Tax Cuts and Jobs Act of 2017 is the main driver of the federal tax NOL benefit in 2020, but this is somewhat offset by the partial loss of the domestic manufacturing deduction in the carryback year.

returns. Nucor has concluded U.S. federal income tax matters for tax years through 2014, and for the tax year 2016.years 2016 and 2018. The tax years 20152017, 2021, and 2017 through 20192022 remain open to examination by the Internal Revenue Service.IRS. The 2015 through 2021 Canadian income tax returns for Harris Steel Group Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 20142016 through 20192022 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada, Trinidad & Tobago, and other state and local jurisdictions).

Net Earnings and Return on Equity

Nucor reported net earnings of $721.5 million,$4.52 billion, or $2.36$18.00 per diluted share, in 2020,2023, compared to net earnings of $1.27$7.61 billion, or $4.14$28.79 per diluted share, in 2019.2022. Net earnings attributable to Nucor stockholders as a percentage of net sales were 3.6%13.0% and 5.6%18.3% in 20202023 and 2019,2022, respectively. Return on average stockholders’ equity was 6.8%23.0% and 12.6%46.9% in 20202023 and 2019,2022, respectively.

Liquidity and Capital Resources

AsWe believe our financial strength is a resultkey strategic advantage, particularly during recessionary business cycles. We carry the highest credit ratings of the COVID-19 pandemicany steel producer headquartered in North America, with an A- long-term rating from Standard and Poor’s, a Baa1 long-term rating from Moody’s and an A- long-term rating from Fitch. Our credit ratings are dependent, however, on many factors, both qualitative and quantitative, and are subject to change at any time. The disclosure of our credit ratings is made to enhance investors’ understanding of our sources of liquidity and the significant uncertainty it hadimpact of our credit ratings on Nucor and our stakeholders, we instituted enterprise-wide efforts to enhance our liquidity and support our teammates, which include, among other things:cost of funds.

Capital Expenditures – We began the year with a capital expenditures budget of $2.00 billion. We reviewed our capital expenditures budget and decided to delay certain capital projects that had not begun, briefly paused a few of our larger projects and continued with certain projects that were either close to completion or where work had been scheduled. As a result, our total capital expenditures in 2020 was $1.54 billion. Our 2021 capital expenditures estimate is approximately $2.00 billion.

Working Capital – Our net working capital position has contracted to provide a source of incremental liquidity while business activity has slowed. In addition, we are maintaining reduced raw material inventory levels in line with our anticipated near-term production requirements, a change we believe is sustainable and intend to maintain throughout 2021.

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Pay & Benefits – Almost all of our compensation plans are heavily weighted toward incentive compensation which rewards productivity and profitability. We implemented a temporary compensation floor for production and non-production hourly teammates and committed to offering at least their normal benefits during the crisis. Nucor’s executive compensation program intentionally sets base salaries below the market median for similar size industrial and materials companies. With lower profitability in 2020 as compared to the prior year, our executive leadership incurred a reduction in earned incentive compensation on an absolute dollar and percentage basis compared to compensation attributable to 2019 performance.

Nucor’s cash and cash equivalents, short-term investments and restricted cash and cash equivalents position remained strong at $3.16 billion at December 31, 2020, compared with $1.83$7.13 billion as of December 31, 2019.2023, compared with $4.94 billion as of December 31, 2022. Approximately $316.0 million$1.05 billion and $354.4 million$1.04 billion of the cash and cash equivalents position atas of December 31, 20202023 and 2019,2022, respectively, was held by our majority-owned joint ventures. Cash flows provided by operating activities provide us with a significant source of liquidity. When needed, we have external short-term financing sources available, including the issuance of commercial paper and borrowings under our bank credit facilities.

We also issue long-term debt securities from timetime-to-time. On March 11, 2022, Nucor completed the issuance and sale of $550.0 million aggregate principal amount of its 3.125% Notes due 2032 (the “2032

39


Notes”) and $550.0 million aggregate principal amount of its 3.850% Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “2032/2052 Notes”). The net proceeds from the issuance and sale of the 2032/2052 Notes were used along with cash on hand to time. To further enhanceredeem all of the outstanding $600.0 million aggregate principal amount of our liquidity, Nucor took advantage of attractive market conditions during the second quarter of 2020 to issue low coupon debt in the form of long-term notes. In May, Nucor issued4.125% Notes due 2022 (the “2022 Notes”) and $500.0 million aggregate principal amount of 2.000%our 4.000% Notes due 2023 (the “2023 Notes”) pursuant to the terms of the indenture governing the 2022 Notes and the 2023 Notes.

On April 25, 2022, Nucor redeemed all $500.0 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 $600.0 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 $500.0 million aggregate principal amount of its 3.950% Notes due 2025 (the “2025 Notes”) and $500.0 million aggregate principal amount of 2.700%its 4.300% Notes due 2030. Additionally, in July, Nucor became an obligor with respect to $162.6 million in 40-year variable-rate Green Bonds to partially fund the capital costs associated with the construction of our plate mill located in Brandenburg, Kentucky. Proceeds of the Green Bonds are held on Nucor’s balance sheet as restricted cash and cash equivalents until they are utilized in connection with the construction of the plate mill in Brandenburg, Kentucky.2027 (the “2027 Notes”).

In December 2020, Nucor exchanged $106.7 million of its 6.400% Notes due 2037, $161.9 million of its 5.200% Notes due 2043 and $170.8 million of its 4.400% Notes due 2048 with holders of the existing notes for $439.3 million of its 2.979% Notes due 2055 and a cash component of $180.3 million. This exchange transaction has been accounted for as a modification and, as such, the cash component of $180.3 million has been capitalized as a reduction of long-term debt and is being amortized into interest expense over the life of the new notes.

Nucor’s $1.50 billion revolving credit facility is undrawn and was amended and restated in April 2018 to extend the maturity date to April 2023. We believe our financial strength is a key strategic advantage among domestic steel producers, particularly during recessionary business cycles. We carry the highest credit ratings of any steel producer headquartered in North America, with an A- long-term rating from Standard and Poor’s and a Baa1 long-term rating from Moody’s. Our credit ratings are dependent, however, upon a number of factors, both qualitative and quantitative, and are subject to change at any time. The disclosure of our credit ratings is made in order to enhance investors’ understanding of our sources of liquidity and the impact of our credit ratings on our cost of funds. Based upon the preceding factors, we expect to continue to have adequate access to the capital markets at a reasonable cost of funds for liquidity purposes when needed.needed.

Selected Measures of Liquidity and Capital Resources

 

(Dollars in thousands)

 

 

(Dollars in thousands)

 

 

December 31,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2023

 

 

2022

 

Cash and cash equivalents

 

$

2,639,671

 

 

$

1,534,605

 

 

$

6,383,298

 

 

$

4,280,852

 

Short-term investments

 

 

408,004

 

 

 

300,040

 

 

 

747,479

 

 

 

576,946

 

Restriced cash and cash equivalents

 

 

115,258

 

 

 

 

Restricted cash and cash equivalents

 

 

3,494

 

 

 

80,368

 

Working capital

 

 

6,860,802

 

 

 

5,762,596

 

 

 

11,791,349

 

 

 

10,361,940

 

Current ratio

 

 

3.6

 

 

 

3.3

 

 

 

3.6

 

 

 

3.4

 

The current ratio, which is calculated by dividing current assets by current liabilities, was 3.6 at year-end 20202023 compared with 3.33.4 at year-end 2019.2022. The current ratio was positively impacted by the 66% increase inhigher cash and cash equivalents and short-term investments. The increase in cash and cash equivalents and short-term investments was a result of the issuance of $500.0 million of 2.000% Notes

34


at December 31, 2023.Table of Contents

due 2025 and $500.0 million of 2.700% Notes due 2030 and robust cash provided by operations during 2020.

In 2020,2023, total accounts receivable turned approximately every sixfive weeks and inventories turned approximately every 11 weeks. These ratios compare with accounts receivable turnover of approximately every five weeks and inventory turnover of approximately every 1110 weeks in 2019.for 2022.

Funds provided by operations, cash and cash equivalents, short-term investments, restricted cash and cash equivalents and new borrowings under existing credit facilities are expected to be adequate to meet future capital expenditureexpenditures, current debt maturities and working capital requirements for existing operations for at least the next 24 months. Additionally, Nucor has no significant debt maturities until September 2022.We also believe we have adequate access to capital markets for liquidity purposes.

Off-Balance Sheet Arrangements

We have a simple capital structure with no off-balance sheet arrangements or relationships with unconsolidated special purpose entities that we believe could have a material impact on our financial condition or liquidity.

Capital Allocation Strategy

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

40


throughout the business cycle. Nucor’s highest capital allocation priority is to reinvestinvest in our business to ensure our continuedfor profitable growth over the long term. We have historically done this by investing to optimize our existing operations, initiate greenfield expansions and make acquisitions. Our second priority is to return capital to our stockholders through cash dividends and share repurchases. We intend to return a minimum of 40% of our net earnings to our stockholders through dividends and share repurchases, while maintaining a debt-to-capital ratio that supports a strong investment grade credit rating. The Company repurchased $39.5 millionNucor returned approximately $2.07 billion in capital to its stockholders in the form of shares of its common stockbase dividends and share repurchases in 2020 ($298.5 million2023.

Our cash flows for each period were as follows:

 

 

(Dollars in thousands)

 

 

 

December 31,

 

 

 

2023

 

 

2022

 

Net cash provided by operating activities

 

$

7,111,931

 

 

$

10,072,054

 

Net cash used in investing activities

 

 

(2,496,431

)

 

 

(5,702,709

)

Net cash used in financing activities

 

 

(2,592,811

)

 

 

(2,510,863

)

Effect of exchange rate changes on cash

 

 

2,883

 

 

 

(5,920

)

Net increase in cash and cash equivalents and restricted cash and cash equivalents

 

$

2,025,572

 

 

$

1,852,562

 

 

 

 

 

 

 

 

Operating Activities

For 2023 compared to 2022, the $3.0 billion decrease in 2019 and $854.0 million in 2018).


Operating Activities

Cashcash provided by operating activities was $2.70 billionprimarily driven by a decrease in 2020 as compared to $2.81 billionnet earnings and changes in 2019.operating assets and liabilities. Net earnings declined by $534.9 milliondecreased $3.2 billion over the prior year, which included $613.6 million of non-cash losses and impairments of assets related to our equity method investment in Duferdofin Nucor, impairment of certain inventory and long-lived assets in the steel mills segment and a write-down of our unproved natural gas well assets in the raw materials segment ($66.9$101.8 million of non-cash losses and impairments of assets in 2019)2022 (none in 2023). Additionally, the decrease in cash provided by operating activities was driven by the $209.3 million reduction of cash provided by operating assets and operating liabilities. ChangesThe changes in operating assets and operating liabilities (exclusiveresulted in a net inflow of acquisitions$858.4 million and dispositions) provided cash of $204.0$692.7 million in 2020 as compared to $413.3 million2023 and 2022, respectively. The changes in 2019. The funding of working capital increased in 2020 over the prior year mainlywere primarily due to increasesa decrease in accounts receivable and a more moderate decreaseincrease in inventoryinventories from year-end 20192022 to year-end 2023. Accounts receivable at the end of 2020 as2023 decreased from the prior year-end resulting in a cash inflow of $663.8 million due to a decrease in the sales volumes and price per ton compared to the same prior year period, offset by an increase in accounts payable and a more moderate cash outflow related to salaries, wages and related accruals. Accounts receivable at the end of 2020 increased from prior year-end due to a 2.5% increase in composite sales price.period. From year-end 20192022 to year-end 2020,2023, inventories decreased by $273.0increased resulting in an outflow of $75.0 million due to a 13%10% increase in inventory tons. This compares to inventories at year-end 2022 decreasing from year-end 2021 and resulting in a $962.4 million cash inflow. Salaries, wages and related accruals decreased due to lower current year profit sharing accrual. The decrease in inventory tons, as compared to inventories decreasing by $711.4 million due tofederal income taxes receivable is mainly a 22% decline in average scrap and scrap substitutes cost per ton in inventory and a 9% decline in total inventory tons on hand infunction of the prior year period. Inventory tons reduction, especially scrap, was a particular focus due to uncertainty from the COVID-19 pandemic beginning in the second quartertiming of 2020, and our investment in inventory at the end of 2020 continued to decline from prior quarter-end levels.federal tax payments. Accounts payable increased due to the increaseincreases in average scrap and scrap substitute cost per toninventory mentioned previously. Finally, the decrease in cash used to fund salaries, wages and related accruals in 2020 as compared to 2019 was due to the timing of incentive compensation payments and lower current year profit sharing accruals due to the decreased profitability of the Company. The 2019 payments were based on Nucor’s financial performance in 2018, which was a record earnings year.

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Investing Activities

Our business is capital intensive; therefore, cash used in investing activities primarily represents capital expenditures for the construction of new facilities, the expansion and upgrading of existing facilities and the acquisition of other companies. CashThe $3.2 billion decrease in cash used in investing activities was primarily due to $70.8 million used in 2020 was $1.76 billion as2023 to fund acquisitions compared to $1.79$3.55 billion used to fund acquisitions in 2019.2022, including, primarily the purchase of CHI in June 2022 and the purchase of a 51% controlling ownership in CSI in February 2022. Cash used for capital expenditures was relatively flat from the prior year, $1.54increased by $266.3 million to $2.2 billion in 20202023 as opposedcompared to $1.48$1.95 billion in 2019.2022. The primary drivers ofincrease in capital expenditures were relatedis primarily due to the plate mill in Kentucky, the sheet mill expansion at Nucor Steel Gallatin, the flex galvanizing line at Nucor Steel Arkansas, the new micro mill greenfield expansion in Frostproof, Florida,Indiana and the new platesheet mill under construction in Brandenburg, Kentucky. Also impacting cash used in investing activities in 2020 was the purchase of $488.5 million of investments, as opposedWest Virginia. Capital expenditures for 2024 are estimated to $367.7 million in the prior year. These purchases were partially offset by proceeds from the sale of investments of $392.2 million in 2020 and $67.7 million in 2019. Additionally, 2019 benefited from cash provided by the divestiture of an affiliate of $67.6 million related to the sale of an equity method investment.

Financing Activities

Cash provided by financing activities during 2020 was $285.9 millionbe approximately $3.5 billion as compared to cash usedactual expenditures of approximately $2.2 billion in financing activities of $880.4 million2023. The projects that we anticipate will have the largest capital expenditures in 2019. The majority of this change related to2024 are the debt issuance discussed previously, as well as Nucor becoming an obligor with respect to $162.6 millionsheet mill expansion in 40-year variable rate Green Bonds to partially fundIndiana, the capital costs associated withsheet mill under construction in West Virginia, the rebar micro mill under construction in North Carolina and the construction of our plate mill located in Brandenburg, Kentucky. There were also approximately $39.5 milliontwo manufacturing locations to expand NTS.

41


Financing Activities

The primary uses of cash were: (i) stock repurchases of $1.6 billion in 2020, all in the first quarter,2023 as compared to $298.5$2.76 billion in 2022, a decrease of $1.2 billion; (ii) repayments of long-term debt of $10 million in 2019. In addition,2023 as compared to $1.11 billion in the fourth quarter2022; and (iii) distributions to noncontrolling interests of 2020, $180.4$435.0 million in 2023 as compared to $332.3 million in 2022, an increase of $102.8 million. The primary source of cash offsetting these uses of cash was used for paymentproceeds from long-term debt, net of premiums ondiscount to the debt exchange wherepublic, of $2.09 billion in 2022 (none in 2023). In 2022, Nucor issued $439.2$500.0 million of its new 2.979% Notes due 2055 in exchange for certain of its existing notes. Finally, in the first quarter of 2020, oneaggregate principal amount of the remarketing agents for Nucor’s industrial development revenue bonds (“IDRBs”) put a portion of two bonds to us, resulting in repayment of $32.02025 Notes, $500.0 million in long-term debt. We subsequently remarketed the bonds and received $32.0 million in proceeds. Nucor’s IDRBs are variable-rate, tax-exempt bonds which have interest rates that reset on a weekly basis through an ongoing remarketing process. We expect our bonds to be successfully placed with investors at the market driven rates in the future. However, there have been times in severe economic downturns, as was the case during the first quarter of 2020 as a resultaggregate principal amount of the economic impacts2027 Notes, $550.0 million aggregate principal amount of COVID-19, that a remarketing agent is unable to remarket Nucor’s bonds successfullythe 2032 Notes and is unwilling to temporarily hold$550.0 million aggregate principal amount of the bonds. In that situation, which has been rare in our experience, it is possible that2052 Notes. On April 25, 2022, Nucor redeemed all $500.0 million aggregate principal amount outstanding of the bonds could be put back to us in2023 Notes. On August 15, 2022, Nucor redeemed all $600.0 million aggregate principal amount outstanding of the future. In this instance during the first quarter of 2020, the IDRBs were remarketed successfully in a short period of time. However, in the event of a prolonged failed remarketing, we have, among other options, availability under our $1.502022 Notes.

Our $1.75 billion revolving credit facility to repurchase the IDRBs until they are remarketed successfully. In general, Nucoris undrawn and has the ability and intent to refinance the IDRB debt on a long-term basis, therefore we classify the IDRBs as a long-term liability.maturity date of November 5, 2026. The remaining $65.2 million of debt that was repaid during 2020 was related to a different tranche of Nucor’s IDRBs that was repurchased as part of our investment strategy and the payoff of a series of IDRBs that matured during the third quarter.

Our undrawn revolving credit facility includes only one financial covenant, which is a limit of 60% on the ratio of funded debt to total capitalization.capital. In addition, the undrawn revolving credit facility contains customary non-financial covenants, including a limit on Nucor’s ability to pledge the Company’s assets and a limit on consolidations, mergers and sales of assets. OurAs of December 31, 2023, Nucor’s funded debt to total capital ratio was 32% at the end of 202024%, and 29% at the end of 2019, and we wereNucor was in compliance with all other covenants under our undrawn revolvingthe credit facility at the end of 2020.facility.

Market Risk

Nucor’s largest exposure to market risk is in our steel mills and steel products segments. Our utilization rates for the steel mills and steel products facilities for the fourth quarter of 20202023 were 87%74% and 71%58%, respectively. A significant portion of our steel mills and steel products segments’ sales are into the commercial, industrial and municipal construction markets. Our largest single customer in 20202023 represented less thanapproximately 5% of sales and consistently pays within terms. In the raw materials segment, we are exposed to price fluctuations related to the purchase of scrap steel, pig iron and iron ore. Our exposure to market risk is mitigated by the fact that our steel mills use a significant portion of the products of this segment.

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Table of Contentssegment and the prices we receive for our steel and steel products tend to be correlated with the prices we pay for these materials.

Nucor’s tax-exempt IDRBsindustrial development revenue bonds (“IDRBs”) have variable interest rates that are typically adjusted weekly. These IDRBs represented 22% 20%of Nucor’s long-term debt outstanding at December 31, 2020.2023. The remaining 78% 80%of Nucor’s long-term debt is at fixed rates. Future changes in interest rates are not expected to significantly impact earnings. From time to time, Nucor makes use of interest rate swaps to manage interest rate risk. As of December 31, 2020,2023, there were no such contracts outstanding. Nucor’s investment practice is to invest in securities that are highly liquid with short maturities. As a result, we do not expect changes in interest rates to have a significant impact on the value of our investment securities recorded as short-term investments.

Nucor also uses derivative financial instruments from time to time to partially manage its exposure to price risk related to purchases of natural gas used in the production process, as well as scrap, copper and aluminum purchased for resale to its customers. In addition, Nucor uses forward foreign exchange contracts from time to time to hedge cash flows associated with certain assets and liabilities, firm commitments and anticipated transactions. Nucor generally does not enter into derivative instruments for any purpose other than hedging the cash flows associated with specific volumes of commodities that will be purchased, and processed or sold in future periods andor hedging the exposures related to changes in the fair value of outstanding fixed-rate debt instruments and foreign currency transactions. Nucor recognizes all derivative instruments in the consolidated balance sheets at fair value.

The Company is exposed to foreign currency risk primarily through its operations in Canada, Europe and Mexico. We periodically use derivative contracts to mitigate the risk of currency fluctuations.

42


Dividends

Dividends

Nucor has increased its base cash dividend every year since it began paying dividends in 1973. Nucor paid aggregate dividends of $1.61$2.04 per share in 2020,2023, compared with $1.60aggregate dividends of $2.00 per share in 2019.2022. In December 2019,2023, the Board of Directors increased the regular quarterly cash dividend on Nucor’s common stock to $0.405$0.54 per share. Over the past 10 years, Nucor has returned approximately $6.00$2.06 billion in capital to its stockholders in the form of base dividends and share repurchases.repurchases in 2023. In February 2021,2024, the Board of Directors declared Nucor’s 192nd204th consecutive quarterly cash dividend of $0.405$0.54 per share payable on May 11, 202110, 2024 to stockholders of record onas of March 31, 2021.28, 2024.

Contractual Obligations and Other Commercial Commitments

The following table sets forth our contractual obligations and other commercial commitments as of December 31, 20202023 for the periods presented (in thousands):

 

 

Payments Due By Period

 

Contractual Obligations

 

Total

 

 

2021

 

 

2022-2023

 

 

2024-2025

 

 

2026 and

thereafter

 

Long-term debt

 

$

5,403,240

 

 

$

 

 

$

1,101,000

 

 

$

500,000

 

 

$

3,802,240

 

Estimated interest on long-term

   debt (1)

 

 

2,288,503

 

 

 

169,935

 

 

 

299,534

 

 

 

244,559

 

 

 

1,574,475

 

Finance leases

 

 

162,006

 

 

 

20,676

 

 

 

38,274

 

 

 

24,525

 

 

 

78,531

 

Operating leases

 

 

117,221

 

 

 

23,134

 

 

 

36,361

 

 

 

23,545

 

 

 

34,181

 

Raw material purchase

   commitments (2)

 

 

2,997,021

 

 

 

1,248,172

 

 

 

1,017,162

 

 

 

312,453

 

 

 

419,234

 

Utility purchase commitments (2)

 

 

803,562

 

 

 

274,186

 

 

 

206,959

 

 

 

120,594

 

 

 

201,823

 

Other unconditional purchase

   obligations (3)

 

 

1,058,932

 

 

 

1,041,822

 

 

 

9,463

 

 

 

3,159

 

 

 

4,488

 

Other long-term obligations (4)

 

 

488,618

 

 

 

322,553

 

 

 

34,052

 

 

 

2,283

 

 

 

129,730

 

Total contractual obligations

 

$

13,319,103

 

 

$

3,100,478

 

 

$

2,742,805

 

 

$

1,231,118

 

 

$

6,244,702

 

(1)

Interest is estimated using applicable rates at December 31, 2020 for Nucor’s outstanding fixed-rate and variable-rate debt.

(2)

Nucor enters into contracts for the purchase of scrap and scrap substitutes, iron ore, electricity, natural gas, and other raw materials and related services. These contracts include multi-year commitments and minimum annual purchase requirements and are valued at prices in effect on December 31, 2020, or according to the contract

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language. These contracts are part of normal operations and are reflected in historical operating cash flow trends. We do not believe such commitments will adversely affect our liquidity position.

(3)

Purchase obligations include commitments for capital expenditures on operating machinery and equipment.

(4)

Other long-term obligations include amounts associated with Nucor’s early-retiree medical benefits, management compensation and guarantees.

Note: 

 

 

Payments Due By Period

 

Contractual Obligations

 

Total

 

 

2024

 

 

2025-2026

 

 

2027-2028

 

 

2029 and
thereafter

 

Long-term debt

 

$

6,737,725

 

 

$

60,000

 

 

$

1,071,500

 

 

$

1,078,000

 

 

$

4,528,225

 

Estimated interest on long-term
   debt (1)

 

 

3,782,754

 

 

 

265,449

 

 

 

475,190

 

 

 

407,985

 

 

 

2,634,130

 

Finance leases

 

 

266,677

 

 

 

23,466

 

 

 

42,562

 

 

 

39,952

 

 

 

160,697

 

Operating leases

 

 

142,263

 

 

 

32,987

 

 

 

45,406

 

 

 

28,272

 

 

 

35,598

 

Raw material purchase
   commitments (2)

 

 

3,632,400

 

 

 

1,232,322

 

 

 

1,103,586

 

 

 

847,428

 

 

 

449,064

 

Utility purchase commitments (2)

 

 

1,188,652

 

 

 

381,330

 

 

 

371,063

 

 

 

325,906

 

 

 

110,353

 

Other unconditional purchase
   obligations (3)

 

 

2,306,944

 

 

 

1,701,792

 

 

 

599,733

 

 

 

3,453

 

 

 

1,966

 

Other long-term obligations (4)

 

 

797,819

 

 

 

482,827

 

 

 

95,339

 

 

 

10,821

 

 

 

208,832

 

Total contractual obligations

 

$

18,855,234

 

 

$

4,180,173

 

 

$

3,804,379

 

 

$

2,741,817

 

 

$

8,128,865

 

(1)
Interest is estimated using applicable rates at December 31, 2023 for Nucor’s outstanding fixed-rate and variable-rate debt.
(2)
Nucor enters into contracts for the purchase of scrap and scrap substitutes, iron ore, electricity, natural gas, and other raw materials and related services. These contracts include multi-year commitments and minimum annual purchase requirements and are valued at prices in effect on December 31, 2023, or according to the contract language. These contracts are part of normal operations and are reflected in historical operating cash flow trends. We do not believe such commitments will adversely affect our liquidity position.
(3)
Purchase obligations include commitments for capital expenditures on operating machinery and equipment.
(4)
Other long-term obligations include amounts associated with Nucor’s early-retiree medical benefits, management compensation and guarantees.

Note: In addition to the amounts shown in the table above, $48.0$188.3 million of unrecognized tax benefits have been recorded as liabilities, and we are uncertain as to if or when such amounts may be settled. Related to these unrecognized tax benefits, we have also recorded a liability for potential penalties and interest of $12.0$37.4 million at December 31, 2020.2023.

43


Outlook

Outlook

In 2021, we will continue to take advantage of our position of strength to grow Nucor’s long-term earnings power and stockholder value by continuing to successfully focus on profitable growth strategies. We have invested significant capital over a broad range of strategic acquisitions and investments that we believe will further enhance our ability to: grow Nucor’s long-term earnings power by increasing our channels to market; expand our product portfolios into higher value-added offerings that are less vulnerable to imports; improve our highly variable low-cost structure; build upon our market leadership positions; and achieve commercial excellence. We are utilizing Nucor’s financial strength to execute on investment opportunities to further grow our long-term earnings capacity.

We expect Nucor’s earnings in the first quarter of 20212024 to increase significantlycompared to the fourth quarter of 2023. Profitability in the steel mills segment is expected to increase in the first quarter of 2024 as compared to the fourth quarter of 2020. 2023 due to higher average prices and volumes, particularly at our sheet mills.

Earnings in the steel products segment are expected to decrease in the first quarter of 2024 due to lower average selling prices.

We expect a very significant increase inincreased earnings in the steel millsraw materials segment in the first quarter of 2021 as compared to the fourth quarter of 2020 (excluding the fourth quarter of 2020 impairment charges),2024, due to price increases that were announced in the fourth quarter of 2020increased profitability at our DRI facilities and scrap processing and brokerage operations.

Capital deployment is expected higher volumes. We expect the profitability of the steel products segment in the first quarter of 2021 to be similar to the fourth quarter of 2020. We expect the performance of the raw materials segment to significantly increase in the first quarter2024 with planned capital expenditures of 2021 as comparedapproximately $3.5 billion, continued evaluation of acquisitions, and share repurchases expected to the fourth quarter of 2020, due to an improvement in pricing for raw materials and the absence of the impairment charge related to our unproved natural gas assets taken in 2020.  

outpace 2023. As we begin 2021, we see key economic indicators rebounding and stable or improving market conditions in 23 of the 24 steel intensive end-use markets that we monitor. We believe that full year domestic steel demand will experience modest growth in 2021 as compared to 2020. Backlog volumes in both the steel mills and steel products segments were significantly higher at the end of 2020 compared to the end of 2019.

We are ever mindful of the threat of increases in imported steel stemming from the still significant excess foreign steel capacity. The Section 232 tariffs are having their intended impact by taking artificially low-cost foreign imports out of the U.S. market. Over the past decade, the steel industry has won several important trade cases that addressed unfairly traded imports prior to the imposition of the Section 232 tariffs. The cumulative impact of those trade case victories also took a sizeable amount of unfairly traded imports out of the market, and those duties will remain in the event the Section 232 tariffs are lifted.

We are committed to executing on the opportunities we see ahead to reward Nucor stockholders with very attractive long-term returns on their valuable capital invested in our company. Our industry-leading financial strength allows us to support investments in our facilities that we believe will enable us to generate increased profitability. In 2021, as we have in ourthe past, we willintend to allocate capital to investments that we believe will buildadvance our long-term earnings power. Capital expenditures are currently projectedstrategy to be approximately $2.00 billiongrow the core and expand beyond, with the goal of keeping Nucor in 2021 and we will be very focused on ensuring that these investments generate appropriate returns.

38


Tablea position of Contentsstrength well into the future.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in conformity with generally accepted accounting principles in the United States of America. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at year end and the reported amount of revenues and expenses during the year. On an ongoing basis, we evaluate our estimates, including those related to the valuation allowances for receivables, the carrying value of non-current assets and reserves for environmental obligations and income taxes. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accordingly, actual costs could differ materially from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our significant judgments and estimates used in the preparation of our consolidated financial statements.

Allowances for Doubtful AccountsInventories

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.

Inventories

Inventories are stated at the lower of cost or market.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.

If steel selling prices were to decline in future quarters, write-downs of inventory could result. Specifically, the valuation of raw material inventories purchased during periods of peak market pricing would most likely be impacted. Low utilization rates at our steel mills or raw materials facilities could hinder our ability to work through high-priced scrap and scrap substitutes (particularly pig iron and iron ore), leading to period-end exposure when comparing carrying value to net realizable value.

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 cash flows can be independently identified. Asset impairments are assessed whenever circumstances indicate that the carrying amounts of those productive assets could exceed their projected undiscounted cash flows. In developing estimated values for assets that we currently use in our operations, we utilize judgments and assumptions of future undiscounted cash flows that the assets will produce. When it is determined that an impairment exists, the related assets are written down to estimated fair market value.

CertainManagement determined that no long-lived asset groupings were tested for impairment duringtesting was required in 2023 and 2022.

44


Raw Materials Segment Asset Impairments

In the fourthsecond quarter of 2020. Undiscounted cash flows for each asset grouping were estimated using management’s long-range estimates2021, Nucor decided that it would not develop a portion of market conditions associated with each asset grouping over the estimated useful life of the principal assetits unproved oil and natural gas properties (“Portion A”) within the group. Our undiscounted cash flow analysis indicated that, other thancontractually specified time period related to Portion A. As a result of this decision, the groupings discussed below, the tested long-lived asset groupings were recoverable as of December 31, 2020; however, if our projected cash flows are not realized, either because of an extended recessionary period or other unforeseen events, impairment charges may be required in future periods. A 13% decrease in the projected cash flows of each of our asset groupings would not result in an impairment.


39


Table of Contents

Steel Mills Segment Asset Impairments

In 2019, NucorCompany forfeited its leasehold rights for Portion A. The Company recorded a non-cash impairment charge of $20.0$42.0 million related to certain property, plant and equipment at our plate mill in Texas. This chargewrite off the value of Portion A that is included in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2019.

In 2020, Nucor recorded non-cash impairment charges totaling $103.2 million related2021. The decision not to certain inventory and long-lived assets, which primarily relateddevelop Portion A was heavily influenced by the approaching deadline to our Castrip sheet mill operations. Duecommence development combined with Portion A’s expected near-term profitability not achieving management’s desired returns relative to the advancements in the capabilities at our new cold mill and galvanizing line we have under construction at Nucor Steel Arkansas, we believe the valuecost of development. A significant portion of the technologyCompany’s remaining leasehold interest in unproved oil and process has diminished for Nucor. As such, the existing Castrip assets are not expected to be materially utilized going forward. These charges are included in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2020.

Raw Materials Segment Asset Impairments

In the third quarter of 2018, due to the deteriorating natural gas pricing environment at our sales point in the Piceance Basin, Nucor determined a triggering event had occurred and performed an impairment analysis that resulted in $110.0 million of non-cash impairment charges relating to two of its three groups (“fields”) of wells.properties are held by production. In the fourth quarter of 2019, due2022, the Company's management determined that it was unlikely to develop the deteriorating natural gas pricing environment at our sales point in the Piceance Basin as well as the decreased performance of the natural gas well assets, Nucor determined a triggering event had occurred and performed an impairment analysis on all three fields of wells. As a result of the fourth quarter of 2019 analysis, a $35.0 million non-cash impairment charge was recorded on the field of wells that was not previously impaired in the third quarter of 2018. An increase in the estimated lease operating cost projections was the primary factor in causing this field of wells to be impaired. The non-cash impairment charges are included in losses and impairments of assets in the consolidated statements of earnings for the years ended December 31, 2019 and 2018.

One of the main assumptions that most significantly affects the undiscounted cash flows determination is management’s estimate of future pricing of natural gas and natural gas liquids. The pricing used in the impairment assessments was developed by management based on projected natural gas market supply and demand dynamics, in conjunction with a review of projections by market analysts. Management also makes key estimates on the expected reserve levels and on the expected lease operating costs. The impairment assessments were performed on each of Nucor’s three fields of wells, with each field defined by common geographic location. The combined carrying value of the three fields of wells was $71.7 million at December 31, 2020 ($78.9 million at December 31, 2019).

Changes in the natural gas industry or a prolonged low-price environment beyond what had already been assumed in the assessments could cause management to revise the natural gas and natural gas liquids price assumptions, the estimated reserves or the estimated lease operating costs. Unfavorable revisions to these assumptions or estimates could possibly result in further impairment of some or all of the fields of proved well assets.

In 2020, regulatory authorities in Colorado adopted new rules that became effective January 2021. One of these rules increases drilling setback distances. In the fourth quarter of 2020, Nucor determined a triggering event had occurred, as we do not expect to be able to access the full extent of the resources in the ground, and performed an impairment analysis. As a result, Nucor recorded a $27.0 million non-cash impairment charge related to the write-down of our leasehold interest in unproved oil and gas properties. This chargeThe carrying value of the remaining portions of unproved oil and natural gas properties of $96.0 million was written off and is included in losses and impairments of assets in the consolidated statement of earnings for the year ended at December 31, 2020.2022.

Goodwill and Intangibles

Goodwill 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

40


Table of Contents

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 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. For certain reporting units, it is 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. Significant assumptions used to determine the fair value of each reporting unit as part of our annual testing (and any required interim testing) include: (i) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, raw materials 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. Management considers historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies and all available information at the time the fair values of its reporting units are estimated. Those estimates and judgments may or may not ultimately prove appropriate.

Our fourth quarter 20202023 annual goodwill impairment analysis did not result in an impairment charge. Management does not believe that future impairment of these reporting units is probable. However, the performance of certain businesses that comprise our reporting units requires continued improvement. An increase of approximately 50 basis points in the discount rate, a critical assumption in which a minor change can have a significant impact on the estimated fair value, would not result in an impairment charge. See Note 8 to the Company’s consolidated financial statements for further discussion of the results of the Company’s 20202023 annual goodwill impairment analysis.

45


Nucor will continue to monitor operating results within all reporting units throughout 20212024 in an effort to determine if events and circumstances warrantrequire further interim impairment testing. Otherwise, all reporting units will again be subject to the required annual qualitative and/or quantitative impairment test during our fourth quarter of 2021.2024. Changes in the judgments and estimates underlying our analysis of goodwill for possible impairment, including expected future operating cash flows and discount rate, could decrease the estimated fair value of our reporting units in the future and could result in an impairment of goodwill.

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 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. When management considers the decline to be other than temporary, the Company would write down the related investment to its estimated fair market value. An other-than-temporary decline in carrying value is determined to have occurred when, in management’s judgment, a decline in fair value below carrying value is of such length of time and/or severity that it is considered long-term.

In the event that an impairment review is necessary, we calculate the estimated fair value of our equity method investments using a probability-weighted multiple-scenario income approach. Management’s analysis includes three discounted cash flow scenarios (best case, base case and recessionary case), which contain forecasted near-term cash flows under each scenario. Generally, (i) the best case scenario contains estimates of future results ranging from slightly higher than recent operating performance to levels that are consistent with historical operating and financial performance; (ii) the base case scenario contains estimates of future results ranging from generally in line with recent operating performance to levels that are more conservative than historical operating and financial performance; and (iii) the recessionary case scenario contains estimates of future results which include limited growth resulting only from operational cost improvements and limited benefits of new higher-value product offerings. Management determines the probability that each cash flow scenario will come to fruition based

41


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on the specific facts and circumstances of each of the preceding scenarios, with the base case typically receiving the majority of the weighting.

Key assumptions used to determine the fair value of our equity method investments include: (i) expected cash flow for the six-yearfive-year period following the testing date (including market share, sales volumes and prices, raw materials 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 investment; (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. While the assumptions that most significantly affect the fair value determination include projected revenues, metal margins and discount rate, the assumptions are often interdependent, and no single factor predominates in determining the estimated fair value. Management considers historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies and all available information at the time the fair values of its investments are estimated. Those estimates and judgments may or may not ultimately prove appropriate.

Nucor determined that a triggering event occurred in the first quarter of 2020 with respect toreviews its equity method investmentinvestments for impairment if and when circumstances indicate that a decline in Duferdofin Nucor due to adverse developments in the joint venture’s commercial outlook, which were exacerbated by the COVID-19 pandemic, all of which negatively impacted the joint venture’s strategic direction. After completing its impairment assessment, Nucor determined that the carrying amount exceeded its estimated fair value and the impairment condition was consideredbelow their carrying amounts may have occurred. There were no triggering events that caused management to be other than temporary. Therefore, Nucor recorded a $250.0 million impairment chargepursue additional testing of our equity method investments in the first quarter of 2020.  The assumptions that most significantly affected the fair value determination included projected cash flows and the discount rate. The Company-specific inputs for measuring fair value are considered “Level 3” or unobservable inputs that are not corroborated by market data under applicable fair value authoritative guidance, as quoted market prices are not available.2023.

Throughout 2020, additional capital contributions were made by the Company to Duferdofin Nucor that were immediately impaired. These additional capital contributions resulted in $5.0 million, $6.6 million and $25.4 million impairment charges against our investment in Duferdofin Nucor in the second, third and fourth quarters of 2020, respectively. Also, in the fourth quarter of 2020, Nucor reclassified into earnings, $158.6 million of cumulative foreign currency translation losses on our investment in Duferdofin Nucor.  In 2020, total impairment charges, including the aforementioned note receivable, related to our investment in Duferdofin Nucor were approximately $483.5 million. These non-cash impairment charges are included in the steel mills segment and in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2020.46


Environmental Remediation

We are subject to environmental laws and regulations established by federal, state and local authorities, and we make provisions for the estimated costs related to compliance. Undiscounted remediation liabilities are accrued based on estimates of known environmental exposures. The accruals are reviewed periodically and, as investigations and remediation proceed, adjustments are made as we believe are necessary. Our measurement of environmental liabilities is based on currently available facts, present laws and regulations and current technology.

Income Taxes

We utilize 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. We recognize 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 within operations are recognized as a component of interest expense and other expenses.


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Cautionary Note Regarding Forward-Looking Statements

Certain statements made in this report, or in other public filings, press releases, or other written or oral communications made by Nucor, which are not historical facts are forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. The words “anticipate,” “believe,” “expect,” “intend,” “project,” “may,” “will,” “should,” “could” and similar expressions are intended to identify those forward-looking statements. These forward-looking statements reflect the Company’s best judgment based on current information, and, although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the projected results and expectations discussed in this report. Factors that might cause the Company’s actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: (1) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (2) U.S. and foreign trade policies affecting steel imports or exports; (3) the sensitivity of the results of our operations to general market conditions, and in particular, prevailing market steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (4) the availability and cost of electricity and natural gas which could negatively affect our cost of steel production or result in a delay or cancellation of existing or future drilling within our natural gas drilling programs; (5) critical equipment failures and business interruptions; (6) market demand for steel products, which, in the case of many of our products, is driven by the level of nonresidential construction activity in the United States; (7) impairment in the recorded value of inventory, equity investments, fixed assets, goodwill or other long-lived assets; (8) uncertainties and volatility surrounding the global economy, including excess world capacity for steel production;production, inflation and interest rate changes; (9) fluctuations in currency conversion rates; (10) significant changes in laws or government regulations affecting environmental compliance, including legislation and regulations that result in greater regulation of GHGgreenhouse gas emissions that could increase our energy costs, and our capital expenditures and operating costs or cause one or more of our permits to be revoked or make it more difficult to obtain permit modifications; (11) the cyclical nature of the steel industry; (12) capital investments and their impact on our performance; (13) our safety performance; (14) our ability to integrate businesses we acquire; (15) the impact of the COVID-19 pandemic;pandemic, any variants of the virus, and (15)any other similar pandemic or public health situation; and (16) the risks discussed in Part I, “Item 1A. Risk Factors” of this report.

Caution should be taken not to place undue reliance on the forward-looking statements included in this report. We assume no obligation to update any forward-looking statements except as may be required by law. In evaluating forward-looking statements, these risks and uncertainties should be considered, together with the other risks described from time to time in our reports and other filings with the SEC.

47


Item 7A.Quantitative and Qualitative Disclosures About Market Risk

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Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

In the ordinary course of business, Nucor is exposed to a variety of market risks. We continually monitor these risks and develop strategies to manage them.

Interest Rate Risk – Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. At December 31, 2020,2023, approximately 22%20% of Nucor’s long-term debt was in industrial revenue bonds that have variable interest rates that are adjusted weekly. The remaining 78%80% of Nucor’s long-term debt was at fixed rates. Future changes in interest rates are not expected to significantly impact earnings. Nucor also occasionally makes use of interest rate swaps to manage net exposure to interest rate changes. As of December 31, 2020,2023, there were no such contracts outstanding. Nucor’s investment practice is to invest in securities that are highly liquid with short maturities. As a result, we do not expect changes in interest rates to have a significant impact on the value of our investment securities recorded as short-term investments.

Commodity Price Risk – In the ordinary course of business, Nucor is exposed to market risk for price fluctuations of raw materials and energy, principally scrap steel, other ferrous and nonferrous metals, alloys and natural gas. We attempt to negotiate the best prices for our raw materials and energy requirements and to obtain prices for our steel products that match market price movements in response to supply and demand. In periods of strong or stable demand for our products, we are more likely to be able to effectively reduce the normal time lag in passing through higher raw material costs so that we can maintain our gross margins. When demand for our products is weaker, this becomes more challenging. Our DRI facilities in Trinidad and Louisiana provide us with flexibility in managing our input costs. DRI is particularly important for operational flexibility when demand for prime scrap increases due to increased domestic steel production.

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

Nucor also periodically uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in the production process and to hedge a portion of our scrap, aluminum and copper purchases and sales. Gains and losses from derivatives designated as hedges are deferred in accumulated other comprehensive loss, net of income taxes on the consolidated balance sheets and recognized in net earnings in the same period as the underlying physical transaction. At December 31, 2020,2023, accumulated other comprehensive loss, net of income taxes included $4.7$13.9 million in unrealized net-of-tax losses for the fair value of these derivative instruments. Changes in the fair values of derivatives not designated as hedges are recognized in net earnings each period. The following table presents the negative effect on pre-tax earnings of a hypothetical change in the fair value of the derivative instruments outstanding at December 31, 2020,2023, due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in thousands):

Commodity

Derivative

 

10% Change

 

 

25% Change

 

 

10% Change

 

 

25% Change

 

Natural gas

 

$

5,854

 

 

$

14,635

 

 

$

12,270

 

 

$

30,670

 

Aluminum

 

 

5,413

 

 

 

13,542

 

 

 

6,818

 

 

 

17,079

 

Copper

 

 

3,487

 

 

 

8,719

 

 

 

2,871

 

 

 

7,190

 

Any resulting changes in fair value would be recorded as adjustments to accumulated other comprehensive loss, net of income taxes or recognized in net earnings, as appropriate. These hypothetical losses would be partially offset by the benefit of lower prices paid or higher prices received for the physical commodities.

Foreign Currency Risk – Nucor is exposed to foreign currency risk primarily through its operations in Canada, Europe and Mexico. We periodically use derivative contracts to mitigate the risk of currency fluctuations. Open foreign currency derivative contracts at December 31, 20202023 and 20192022 were insignificant.

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Item 8.Financial Statements and Supplementary Data

Financial Statements and Supplementary Data

Index to Financial Statements


Management’s Report on Internal Control Over Financial Reporting

4650

Report ofPricewaterhouseCoopers LLP Independent Registered Public Accounting Firm (PCAOB ID: 238)

4751

Consolidated Balance Sheets

5054

Consolidated Statements of Earnings

5155

Consolidated Statements of Comprehensive Income

5256

Consolidated Statements of Stockholders’ Equity

5357

Consolidated Statements of Cash Flows

5458

Notes to Consolidated Financial Statements

5559

49


MANAGEMENT’S REPORT ON INTERNAL 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, 2020.2023. 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, 2020.2023. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of Nucor’s internal control over financial reporting as of December 31, 20202023 as stated in their report which is included herein.


50


46


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors 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(the “Company”) as of December 31, 20202023 and 2019, 2022,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, 2020,2023, 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, 2020,2023, 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 consolidatedfinancial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20202023 and 2019,2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20202023 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, 2020,2023, 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 overOver Financial Reporting.Reporting appearing under Item 8. Our responsibility is to express opinions on the Company’s consolidatedfinancial 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 consolidatedfinancial 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 consolidatedfinancial statements included performing procedures to assess the risks of material misstatement of the consolidatedfinancial 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 consolidatedfinancial 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 consolidatedfinancial 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

51


external purposes in accordance with generally accepted accounting principles. A company’s internal

47


Table of Contents

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 consolidatedfinancial 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 Analysis - Rebar FabricationAssessments – Certain Reporting UnitUnits in the Steel Products Segment

As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $2.2 billion$3,969 million as of December 31, 2020,2023, and totalthe goodwill associated with the Rebar Fabrication reporting unitSteel Products segment was $364.3$2,514 million. 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. Management completed its 2020 goodwill impairment analysis as of the first day of the fourth quarter of 2020. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit to the recorded value, including goodwill. For certain reporting units, it is 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 each reporting unit as part of management’s annual testing, and any required interim testing 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 analysisassessments for certain reporting units in the Rebar Fabrication reporting unitSteel Products segment is a critical audit matter are (i) the significant judgment by management when determiningdeveloping the fair value estimates of certain reporting units in the reporting unit, which in turn led to significantSteel Products segment; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to sales prices, raw material costs, the terminal year growth rate and the discount rate assumption.  for a certain reporting unit in the Steel Products segment; sales prices, sales volumes, raw material costs, and discount rate for a certain reporting unit in the Steel Products segment; and sales prices, sales volumes, and raw material costs for a certain reporting unit in the Steel Products segment; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

52


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 assessment,assessments, including controls over the underlying assumptions related tovaluation of certain reporting units in the fair value of the reporting unit.Steel Products segment. These procedures also included, among others, (i) testing management’s process for developing the fair value estimateestimates of certain reporting units in the Rebar Fabrication reporting unit;Steel Products segment; (ii) evaluating the appropriateness of the discounted cash flow model;

48


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models; (iii) testing the completeness accuracy, and relevanceaccuracy of underlying data used in the model;discounted cash flow models; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the sales prices, sales volumes, raw material costs, terminal year growth rate and discount rate.rates for certain reporting units in the Steel Products segment. Evaluating management’s assumptions related to sales prices, sales volumes, and raw material costs and the terminal year growth rate involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit,units; (ii) the consistency with external market and industry data,data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the evaluationappropriateness of the Company’s discounted cash flow modelmodels and (ii) the reasonableness of the discount rate assumption.assumptions.

/s/ PricewaterhouseCoopers LLPLLC

Charlotte, North Carolina

February 26, 202127, 2024

We have served as the Company’s auditor since 1989.

49

53


CONSOLIDATED BALANCE SHEETS

(In thousands)

 

 

December 31,

 

 

 

2023

 

 

2022

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

6,383,298

 

 

$

4,280,852

 

Short-term investments

 

 

747,479

 

 

 

576,946

 

Accounts receivable, net

 

 

2,953,311

 

 

 

3,591,030

 

Inventories, net

 

 

5,577,758

 

 

 

5,453,531

 

Other current assets

 

 

724,012

 

 

 

789,325

 

Total current assets

 

 

16,385,858

 

 

 

14,691,684

 

Property, plant and equipment, net

 

 

11,049,767

 

 

 

9,616,920

 

Restricted cash and cash equivalents

 

 

3,494

 

 

 

80,368

 

Goodwill

 

 

3,968,847

 

 

 

3,920,060

 

Other intangible assets, net

 

 

3,108,015

 

 

 

3,322,265

 

Other assets

 

 

824,518

 

 

 

847,913

 

Total assets

 

$

35,340,499

 

 

$

32,479,210

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Short-term debt

 

$

119,211

 

 

$

49,081

 

Current portion of long-term debt and finance lease obligations

 

 

74,102

 

 

 

28,582

 

Accounts payable

 

 

2,020,289

 

 

 

1,649,523

 

Salaries, wages and related accruals

 

 

1,326,390

 

 

 

1,654,210

 

Accrued expenses and other current liabilities

 

 

1,054,517

 

 

 

948,348

 

Total current liabilities

 

 

4,594,509

 

 

 

4,329,744

 

Long-term debt and finance lease obligations due after one year

 

 

6,648,873

 

 

 

6,613,687

 

Deferred credits and other liabilities

 

 

1,973,363

 

 

 

1,965,873

 

Total liabilities

 

 

13,216,745

 

 

 

12,909,304

 

Commitments and contingencies

 

 

 

 

 

 

Equity

 

 

 

 

 

 

Nucor stockholders’ equity:

 

 

 

 

 

 

Common stock (800,000 shares authorized; 380,154 and 380,154  shares issued, respectively)

 

 

152,061

 

 

 

152,061

 

Additional paid-in capital

 

 

2,176,243

 

 

 

2,143,520

 

Retained earnings

 

 

28,762,045

 

 

 

24,754,873

 

Accumulated other comprehensive loss, net of income taxes

 

 

(162,072

)

 

 

(137,517

)

Treasury stock (135,252 and 126,661 shares, respectively)

 

 

(9,987,643

)

 

 

(8,498,243

)

Total Nucor stockholders’ equity

 

 

20,940,634

 

 

 

18,414,694

 

Noncontrolling interests

 

 

1,183,120

 

 

 

1,155,212

 

Total equity

 

 

22,123,754

 

 

 

19,569,906

 

Total liabilities and equity

 

$

35,340,499

 

 

$

32,479,210

 

 

 

December 31,

 

 

 

2020

 

 

2019

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents (Note 14)

 

$

2,639,671

 

 

$

1,534,605

 

Short-term investments (Notes 3 and 14)

 

 

408,004

 

 

 

300,040

 

Accounts receivable, net (Note 4)

 

 

2,298,850

 

 

 

2,160,102

 

Inventories, net (Note 5)

 

 

3,569,089

 

 

 

3,842,095

 

Other current assets (Note 19)

 

 

573,048

 

 

 

389,528

 

Total current assets

 

 

9,488,662

 

 

 

8,226,370

 

Property, plant and equipment, net (Notes 6 and 7)

 

 

6,899,110

 

 

 

6,178,555

 

Restricted cash and cash equivalents (Notes 14 and 24)

 

 

115,258

 

 

 

 

Goodwill (Note 8)

 

 

2,229,672

 

 

 

2,201,063

 

Other intangible assets, net (Note 8)

 

 

668,021

 

 

 

742,186

 

Other assets (Notes 6 and 9)

 

 

724,671

 

 

 

996,492

 

Total assets

 

$

20,125,394

 

 

$

18,344,666

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Short-term debt (Notes 11 and 14)

 

$

57,906

 

 

$

62,444

 

Current portion of long-term debt and finance lease obligations

   (Notes 6, 11 and 14)

 

 

10,885

 

 

 

29,264

 

Accounts payable (Note 10)

 

 

1,432,159

 

 

 

1,201,698

 

Salaries, wages and related accruals (Note 17)

 

 

462,727

 

 

 

510,844

 

Accrued expenses and other current liabilities (Notes 6, 10, 13,

   15, 16 and 23)

 

 

664,183

 

 

 

659,524

 

Total current liabilities

 

 

2,627,860

 

 

 

2,463,774

 

Long-term debt and finance lease obligations due after one year

   (Notes 6, 11 and 14)

 

 

5,271,789

 

 

 

4,291,301

 

Deferred credits and other liabilities (Notes 6, 13, 15, 17 and 19)

 

 

993,884

 

 

 

798,415

 

Total liabilities

 

 

8,893,533

 

 

 

7,553,490

 

Commitments and contingencies (Notes 13, 15 and 16)

 

 

 

 

 

 

 

 

Equity

 

 

 

 

 

 

 

 

Nucor stockholders’ equity (Notes 12, 16 and 20):

 

 

 

 

 

 

 

 

Common stock (800,000 shares authorized; 380,154 and 380,154

   shares issued, respectively)

 

 

152,061

 

 

 

152,061

 

Additional paid-in capital

 

 

2,121,288

 

 

 

2,107,646

 

Retained earnings

 

 

11,343,852

 

 

 

11,115,056

 

Accumulated other comprehensive loss, net of income taxes

   (Notes 13 and 20)

 

 

(118,861

)

 

 

(302,966

)

Treasury stock (77,909 and 78,342 shares, respectively)

 

 

(2,709,675

)

 

 

(2,713,931

)

Total Nucor stockholders’ equity

 

 

10,788,665

 

 

 

10,357,866

 

Noncontrolling interests

 

 

443,196

 

 

 

433,310

 

Total equity

 

 

11,231,861

 

 

 

10,791,176

 

Total liabilities and equity

 

$

20,125,394

 

 

$

18,344,666

 

See notes to consolidated financial statements.

5054


CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Net sales (Notes 23 and 25)

 

$

20,139,658

 

 

$

22,588,858

 

 

$

25,067,279

 

Costs, expenses and other:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold (Notes 6, 13 and 20)

 

 

17,911,708

 

 

 

19,909,773

 

 

 

20,771,871

 

Marketing, administrative and other expenses (Note 6)

 

 

615,041

 

 

 

711,248

 

 

 

860,722

 

Equity in losses (earnings) of unconsolidated subsidiaries

 

 

10,533

 

 

 

(3,311

)

 

 

(40,240

)

Losses and impairments of assets (Notes 7, 8, 9,

   14, 19, 20 and 25)

 

 

613,640

 

 

 

66,916

 

 

 

110,000

 

Interest expense, net (Notes 6, 18 and 19)

 

 

153,198

 

 

 

121,425

 

 

 

135,535

 

 

 

 

19,304,120

 

 

 

20,806,051

 

 

 

21,837,888

 

Earnings before income taxes and noncontrolling

   interests

 

 

835,538

 

 

 

1,782,807

 

 

 

3,229,391

 

Provision for income taxes (Notes 19 and 25)

 

 

(490

)

 

 

411,897

 

 

 

748,307

 

Net earnings

 

 

836,028

 

 

 

1,370,910

 

 

 

2,481,084

 

Earnings attributable to noncontrolling interests

 

 

114,558

 

 

 

99,767

 

 

 

120,317

 

Net earnings attributable to Nucor stockholders

 

$

721,470

 

 

$

1,271,143

 

 

$

2,360,767

 

Net earnings per share (Note 21):

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

2.37

 

 

$

4.14

 

 

$

7.44

 

Diluted

 

$

2.36

 

 

$

4.14

 

 

$

7.42

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Net sales

 

$

34,713,501

 

 

$

41,512,467

 

 

$

36,483,939

 

Costs, expenses and other:

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

26,899,107

 

 

 

29,009,187

 

 

 

25,458,525

 

Marketing, administrative and other expenses

 

 

1,584,052

 

 

 

1,997,178

 

 

 

1,706,609

 

Equity in earnings of unconsolidated
   affiliates

 

 

(12,783

)

 

 

(10,714

)

 

 

(103,068

)

Losses and impairments of assets

 

 

 

 

 

101,756

 

 

 

62,161

 

Interest (income) expense, net

 

 

(29,632

)

 

 

170,216

 

 

 

158,854

 

 

 

28,440,744

 

 

 

31,267,623

 

 

 

27,283,081

 

Earnings before income taxes and
   noncontrolling interests

 

 

6,272,757

 

 

 

10,244,844

 

 

 

9,200,858

 

Provision for income taxes

 

 

1,359,966

 

 

 

2,165,204

 

 

 

2,078,488

 

Net earnings before noncontrolling interests

 

 

4,912,791

 

 

 

8,079,640

 

 

 

7,122,370

 

Earnings attributable to noncontrolling
   interests

 

 

387,990

 

 

 

472,303

 

 

 

294,909

 

Net earnings attributable to Nucor
   stockholders

 

$

4,524,801

 

 

$

7,607,337

 

 

$

6,827,461

 

Net earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

18.05

 

 

$

28.88

 

 

$

23.23

 

Diluted

 

$

18.00

 

 

$

28.79

 

 

$

23.16

 

See notes to consolidated financial statements.

5155


CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Net earnings

 

$

836,028

 

 

$

1,370,910

 

 

$

2,481,084

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized (loss) income on hedging derivatives,

   net of income taxes of $400, ($3,100) and ($300)

   for 2020, 2019 and 2018, respectively

 

 

2,084

 

 

 

(9,833

)

 

 

(3,568

)

Reclassification adjustment for (gain) loss on

   settlement of hedging derivatives included in net

   earnings, net of income taxes of $2,500, $700 and $0

   for 2020, 2019 and 2018, respectively

 

 

7,216

 

 

 

2,333

 

 

 

(132

)

Foreign currency translation (loss) gain, net of income

   taxes of $0 for 2020, 2019 and 2018

 

 

17,306

 

 

 

7,873

 

 

 

(47,133

)

Adjustment to early retiree medical plan, net of income

   taxes of ($339), ($485) and $514 for 2020, 2019 and

   2018, respectively

 

 

(1,213

)

 

 

(1,148

)

 

 

1,731

 

Reclassification adjustment for (gain) loss on early

   retiree medical plan included in net earnings, net of

   income taxes of $17, $49 and ($108) for 2020,

   2019 and 2018, respectively

 

 

72

 

 

 

57

 

 

 

(350

)

Liquidation of equity method investment in foreign

   joint venture, net of income taxes of $0 in 2020

 

 

158,640

 

 

 

 

 

 

 

 

 

 

184,105

 

 

 

(718

)

 

 

(49,452

)

Comprehensive income

 

 

1,020,133

 

 

 

1,370,192

 

 

 

2,431,632

 

Comprehensive income attributable to noncontrolling

   interests

 

 

(114,558

)

 

 

(99,767

)

 

 

(120,317

)

Comprehensive income attributable to Nucor stockholders

 

$

905,575

 

 

$

1,270,425

 

 

$

2,311,315

 

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Net earnings before noncontrolling interests

 

$

4,912,791

 

 

$

8,079,640

 

 

$

7,122,370

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Net unrealized (loss) gain on hedging derivatives,
   net of income taxes of ($
16,500), $24,300, and $5,000
   for 2023, 2022 and 2021, respectively

 

 

(52,077

)

 

 

76,542

 

 

 

15,112

 

Reclassification adjustment for gain (loss) on
   settlement of hedging derivatives included in net
   earnings, net of income taxes of $
3,800, ($16,400), and ($3,100)
   for 2023, 2022 and 2021, respectively

 

 

12,077

 

 

 

(51,554

)

 

 

(9,300

)

Foreign currency translation (loss) gain, net of income
   taxes of $
0 for 2023, 2022 and 2021

 

 

21,041

 

 

 

(55,348

)

 

 

(4,041

)

Adjustment to early retiree medical plan, net of income
   taxes of ($
1,538), $1,997, and $659 for 2023, 2022 and
   2021, respectively

 

 

(4,787

)

 

 

6,328

 

 

 

1,875

 

Reclassification adjustment for (gain) loss on early
   retiree medical plan included in net earnings, net of
   income taxes of ($
255), $671 and ($10) for 2023,
   2022 and 2021, respectively

 

 

(809

)

 

 

1,797

 

 

 

(67

)

 

 

(24,555

)

 

 

(22,235

)

 

 

3,579

 

Comprehensive income

 

 

4,888,236

 

 

 

8,057,405

 

 

 

7,125,949

 

Comprehensive income attributable to noncontrolling
   interests

 

 

387,990

 

 

 

472,303

 

 

 

294,909

 

Comprehensive income attributable to Nucor stockholders

 

$

4,500,246

 

 

$

7,585,102

 

 

$

6,831,040

 

See notes to consolidated financial statements.

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, 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, 2017

 

$

9,084,788

 

 

 

379,900

 

 

$

151,960

 

 

$

2,021,339

 

 

$

8,463,709

 

 

$

(254,681

)

 

 

61,931

 

 

$

(1,643,291

)

 

$

8,739,036

 

 

$

345,752

 

Net earnings in 2018

 

 

2,481,084

 

 

 

 

 

 

 

 

 

 

 

 

2,360,767

 

 

 

 

 

 

 

 

 

 

 

 

2,360,767

 

 

 

120,317

 

Other comprehensive income (loss)

 

 

(49,452

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(49,452

)

 

 

 

 

 

 

 

 

(49,452

)

 

 

 

Stock options exercised

 

 

24,102

 

 

 

210

 

 

 

84

 

 

 

14,675

 

 

 

 

 

 

 

 

 

(333

)

 

 

9,343

 

 

 

24,102

 

 

 

 

Stock option expense

 

 

4,563

 

 

 

 

 

 

 

 

 

4,563

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,563

 

 

 

 

Issuance of stock under award plans,

   net of forfeitures

 

 

52,313

 

 

 

44

 

 

 

17

 

 

 

31,361

 

 

 

 

 

 

 

 

 

(762

)

 

 

20,935

 

 

 

52,313

 

 

 

 

Amortization of unearned

   compensation

 

 

1,777

 

 

 

 

 

 

 

 

 

1,777

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,777

 

 

 

 

Treasury stock acquired

 

 

(853,997

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13,726

 

 

 

(853,997

)

 

 

(853,997

)

 

 

 

Cash dividends declared ($1.5400 per

   share)

 

 

(487,031

)

 

 

 

 

 

 

 

 

 

 

 

(487,031

)

 

 

 

 

 

 

 

 

 

 

 

(487,031

)

 

 

 

Distributions to noncontrolling interests

 

 

(56,179

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(56,179

)

BALANCES, December 31, 2018

 

$

10,201,968

 

 

 

380,154

 

 

$

152,061

 

 

$

2,073,715

 

 

$

10,337,445

 

 

$

(304,133

)

 

 

74,562

 

 

$

(2,467,010

)

 

$

9,792,078

 

 

$

409,890

 

Net earnings in 2019

 

 

1,370,910

 

 

 

 

 

 

 

 

 

 

 

 

1,271,143

 

 

 

 

 

 

 

 

 

 

 

 

1,271,143

 

 

 

99,767

 

Other comprehensive income (loss)

 

 

(718

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(718

)

 

 

 

 

 

 

 

 

(718

)

 

 

 

Stock options exercised

 

 

16,146

 

 

 

 

 

 

 

 

 

1,624

 

 

 

 

 

 

 

 

 

(425

)

 

 

14,522

 

 

 

16,146

 

 

 

 

Stock option expense

 

 

4,662

 

 

 

 

 

 

 

 

 

4,662

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,662

 

 

 

 

Issuance of stock under award plans,

   net of forfeitures

 

 

62,735

 

 

 

 

 

 

 

 

 

25,637

 

 

 

 

 

 

 

 

 

(1,095

)

 

 

37,098

 

 

 

62,735

 

 

 

 

Amortization of unearned

   compensation

 

 

2,008

 

 

 

 

 

 

 

 

 

2,008

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,008

 

 

 

 

Treasury stock acquired

 

 

(298,541

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,300

 

 

 

(298,541

)

 

 

(298,541

)

 

 

 

Cash dividends declared ($1.6025 per

   share)

 

 

(491,647

)

 

 

 

 

 

 

 

 

 

 

 

(491,647

)

 

 

 

 

 

 

 

 

 

 

 

(491,647

)

 

 

 

Distributions to noncontrolling interests

 

 

(76,347

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

���

 

 

 

 

 

 

 

 

 

 

 

 

(76,347

)

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,885

)

 

 

1,885

 

 

 

 

 

 

 

 

 

 

 

 

 

BALANCES, December 31, 2019

 

$

10,791,176

 

 

 

380,154

 

 

$

152,061

 

 

$

2,107,646

 

 

$

11,115,056

 

 

$

(302,966

)

 

 

78,342

 

 

$

(2,713,931

)

 

$

10,357,866

 

 

$

433,310

 

Net earnings in 2020

 

 

836,028

 

 

 

 

 

 

 

 

 

 

 

 

721,470

 

 

 

 

 

 

 

 

 

 

 

 

721,470

 

 

 

114,558

 

Other comprehensive income (loss)

 

 

184,105

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

184,105

 

 

 

 

 

 

 

 

 

184,105

 

 

 

 

Stock options exercised

 

 

11,846

 

 

 

 

 

 

 

 

 

2,590

 

 

 

 

 

 

 

 

 

(266

)

 

 

9,256

 

 

 

11,846

 

 

 

 

Stock option expense

 

 

2,736

 

 

 

 

 

 

 

 

 

2,736

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,736

 

 

 

 

Issuance of stock under award plans,

   net of forfeitures

 

 

51,898

 

 

 

 

 

 

 

 

 

17,399

 

 

 

 

 

 

 

 

 

(992

)

 

 

34,499

 

 

 

51,898

 

 

 

 

Amortization of unearned

   compensation

 

 

1,753

 

 

 

 

 

 

 

 

 

1,753

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,753

 

 

 

 

Treasury stock acquired

 

 

(39,499

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

825

 

 

 

(39,499

)

 

 

(39,499

)

 

 

 

Cash dividends declared ($1.6125 per

   share)

 

 

(492,674

)

 

 

 

 

 

 

 

 

 

 

 

(492,674

)

 

 

 

 

 

 

 

 

 

 

 

(492,674

)

 

 

 

Distributions to noncontrolling interests

 

 

(115,508

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(115,508

)

Other

 

 

 

 

 

 

 

 

 

 

 

(10,836

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(10,836

)

 

 

10,836

 

BALANCES, December 31, 2020

 

$

11,231,861

 

 

 

380,154

 

 

$

152,061

 

 

$

2,121,288

 

 

$

11,343,852

 

 

$

(118,861

)

 

 

77,909

 

 

$

(2,709,675

)

 

$

10,788,665

 

 

$

443,196

 


 

 

 

 

 

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, 2020

 

$

11,231,861

 

 

 

380,154

 

 

$

152,061

 

 

$

2,121,288

 

 

$

11,343,852

 

 

$

(118,861

)

 

 

77,909

 

 

$

(2,709,675

)

 

$

10,788,665

 

 

$

443,196

 

Net earnings before noncontrolling interests in 2021

 

 

7,122,370

 

 

 

 

 

 

 

 

 

 

 

 

6,827,461

 

 

 

 

 

 

 

 

 

 

 

 

6,827,461

 

 

 

294,909

 

Other comprehensive income (loss)

 

 

3,579

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,579

 

 

 

 

 

 

 

 

 

3,579

 

 

 

 

Stock options exercised

 

 

145,255

 

 

 

 

 

 

 

 

 

38,434

 

 

 

 

 

 

 

 

 

(2,868

)

 

 

106,821

 

 

 

145,255

 

 

 

 

Stock option expense

 

 

3,825

 

 

 

 

 

 

 

 

 

3,825

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,825

 

 

 

 

Issuance of stock under award plans,
   net of forfeitures

 

 

19,305

 

 

 

 

 

 

 

 

 

(24,539

)

 

 

 

 

 

 

 

 

(1,101

)

 

 

43,844

 

 

 

19,305

 

 

 

 

Amortization of unearned compensation

 

 

1,600

 

 

 

 

 

 

 

 

 

1,600

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,600

 

 

 

 

Treasury stock acquired and net impact of excise tax

 

 

(3,276,088

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33,802

 

 

 

(3,276,088

)

 

 

(3,276,088

)

 

 

 

Cash dividends declared ($1.715 per
   share)

 

 

(497,213

)

 

 

 

 

 

 

 

 

 

 

 

(497,213

)

 

 

 

 

 

 

 

 

 

 

 

(497,213

)

 

 

 

Distributions to noncontrolling interests

 

 

(150,700

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(150,700

)

 BALANCES, December 31, 2021

 

$

14,603,794

 

 

 

380,154

 

 

$

152,061

 

 

$

2,140,608

 

 

$

17,674,100

 

 

$

(115,282

)

 

 

107,742

 

 

$

(5,835,098

)

 

$

14,016,389

 

 

$

587,405

 

Net earnings before noncontrolling interests in 2022

 

 

8,079,640

 

 

 

 

 

 

 

 

 

 

 

 

7,607,337

 

 

 

 

 

 

 

 

 

 

 

 

7,607,337

 

 

 

472,303

 

Other comprehensive income (loss)

 

 

(22,235

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(22,235

)

 

 

 

 

 

 

 

 

(22,235

)

 

 

 

Stock options exercised

 

 

22,852

 

 

 

 

 

 

 

 

 

(2,994

)

 

 

 

 

 

 

 

 

(447

)

 

 

25,846

 

 

 

22,852

 

 

 

 

Stock option expense

 

 

5,372

 

 

 

 

 

 

 

 

 

5,372

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,372

 

 

 

 

Issuance of stock under award plans,
   net of forfeitures

 

 

69,211

 

 

 

 

 

 

 

 

 

(4,366

)

 

 

 

 

 

 

 

 

(1,206

)

 

 

73,577

 

 

 

69,211

 

 

 

 

Amortization of unearned compensation

 

 

4,900

 

 

 

 

 

 

 

 

 

4,900

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,900

 

 

 

 

Treasury stock acquired and net impact of excise tax

 

 

(2,762,568

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20,572

 

 

 

(2,762,568

)

 

 

(2,762,568

)

 

 

 

Cash dividends declared ($2.01 per
   share)

 

 

(526,564

)

 

 

 

 

 

 

 

 

 

 

 

(526,564

)

 

 

 

 

 

 

 

 

 

 

 

(526,564

)

 

 

 

Distributions to noncontrolling interests

 

 

(332,293

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(332,293

)

Acquisition

 

 

427,797

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

427,797

 

 BALANCES, December 31, 2022

 

$

19,569,906

 

 

 

380,154

 

 

$

152,061

 

 

$

2,143,520

 

 

$

24,754,873

 

 

$

(137,517

)

 

 

126,661

 

 

$

(8,498,243

)

 

$

18,414,694

 

 

$

1,155,212

 

Net earnings before noncontrolling interests in 2023

 

 

4,912,791

 

 

 

 

 

 

 

 

 

 

 

 

4,524,801

 

 

 

 

 

 

 

 

 

 

 

 

4,524,801

 

 

 

387,990

 

Other comprehensive income (loss)

 

 

(24,555

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(24,555

)

 

 

 

 

 

 

 

 

(24,555

)

 

 

 

Stock options exercised

 

 

11,731

 

 

 

 

 

 

 

 

 

(2,864

)

 

 

 

 

 

 

 

 

(210

)

 

 

14,595

 

 

 

11,731

 

 

 

 

Stock option expense

 

 

4,706

 

 

 

 

 

 

 

 

 

4,706

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,706

 

 

 

 

Issuance of stock under award plans,
   net of forfeitures

 

 

88,265

 

 

 

 

 

 

 

 

 

24,577

 

 

 

 

 

 

 

 

 

(951

)

 

 

63,688

 

 

 

88,265

 

 

 

 

Amortization of unearned compensation

 

 

6,304

 

 

 

 

 

 

 

 

 

6,304

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,304

 

 

 

 

Treasury stock acquired and net impact of excise tax

 

 

(1,567,683

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,752

 

 

 

(1,567,683

)

 

 

(1,567,683

)

 

 

 

Cash dividends declared ($2.07 per
   share)

 

 

(517,629

)

 

 

 

 

 

 

 

 

 

 

 

(517,629

)

 

 

 

 

 

 

 

 

 

 

 

(517,629

)

 

 

 

Distributions to noncontrolling interests

 

 

(435,047

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(435,047

)

Acquisition

 

 

74,965

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

74,965

 

 BALANCES, December 31, 2023

 

$

22,123,754

 

 

 

380,154

 

 

$

152,061

 

 

$

2,176,243

 

 

$

28,762,045

 

 

$

(162,072

)

 

 

135,252

 

 

$

(9,987,643

)

 

$

20,940,634

 

 

$

1,183,120

 

See notes to consolidated financial statements.

57


53


Table of Contents

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2023

 

 

2022

 

 

2021

 

Operating activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings

 

$

836,028

 

 

$

1,370,910

 

 

$

2,481,084

 

Net earnings before noncontrolling interests

 

$

4,912,791

 

 

$

8,079,640

 

 

$

7,122,370

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

702,110

 

 

 

648,911

 

 

 

630,879

 

 

 

930,585

 

 

 

826,692

 

 

 

735,406

 

Amortization

 

 

83,356

 

 

 

85,742

 

 

 

88,758

 

 

 

237,730

 

 

 

234,942

 

 

 

129,157

 

Stock-based compensation

 

 

73,853

 

 

 

90,359

 

 

 

73,422

 

 

 

130,162

 

 

 

136,834

 

 

 

135,775

 

Deferred income taxes

 

 

162,836

 

 

 

99,157

 

 

 

3,017

 

 

 

21,419

 

 

 

(46,849

)

 

 

11,665

 

Distributions from affiliates

 

 

10,521

 

 

 

37,459

 

 

 

30,196

 

 

 

33,621

 

 

 

57,071

 

 

 

200

 

Equity in losses (earnings) of unconsolidated affiliates

 

 

10,533

 

 

 

(3,311

)

 

 

(40,240

)

Equity in earnings of unconsolidated affiliates

 

 

(12,783

)

 

 

(10,714

)

 

 

(103,068

)

Losses and impairments of assets

 

 

613,640

 

 

 

66,916

 

 

 

110,000

 

 

 

 

 

 

101,756

 

 

 

62,161

 

Changes in assets and liabilities (exclusive of

acquisitions and dispositions):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(129,290

)

 

 

361,340

 

 

 

(485,433

)

 

 

663,825

 

 

 

501,225

 

 

 

(1,392,084

)

Inventories

 

 

284,081

 

 

 

712,645

 

 

 

(1,092,101

)

 

 

(75,042

)

 

 

962,424

 

 

 

(2,307,336

)

Accounts payable

 

 

250,561

 

 

 

(253,457

)

 

 

235,572

 

 

 

361,146

 

 

 

(496,234

)

 

 

383,428

 

Federal income taxes

 

 

(197,275

)

 

 

(180,325

)

 

 

163,743

 

 

 

188,344

 

 

 

(337,359

)

 

 

313,679

 

Salaries, wages and related accruals

 

 

(41,169

)

 

 

(186,755

)

 

 

204,796

 

 

 

(290,859

)

 

 

155,005

 

 

 

997,034

 

Other operating activities

 

 

37,092

 

 

 

(40,178

)

 

 

(9,741

)

 

 

10,992

 

 

 

(92,379

)

 

 

142,389

 

Cash provided by operating activities

 

 

2,696,877

 

 

 

2,809,413

 

 

 

2,393,952

 

 

 

7,111,931

 

 

 

10,072,054

 

 

 

6,230,776

 

Investing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(1,543,219

)

 

 

(1,477,293

)

 

 

(982,531

)

 

 

(2,214,157

)

 

 

(1,947,897

)

 

 

(1,621,989

)

Investment in and advances to affiliates

 

 

(44,427

)

 

 

(45,834

)

 

 

(121,412

)

 

 

(35,137

)

 

 

(258

)

 

 

(237

)

Divestiture of affiliates

 

 

 

 

 

67,591

 

 

 

 

Sale of business

 

 

 

 

 

99,681

 

 

 

 

Disposition of plant and equipment

 

 

40,933

 

 

 

41,618

 

 

 

31,589

 

 

 

14,907

 

 

 

32,277

 

 

 

19,401

 

Acquisitions (net of cash acquired)

 

 

(88,071

)

 

 

(83,106

)

 

 

(33,063

)

 

 

(70,824

)

 

 

(3,553,191

)

 

 

(1,426,424

)

Purchases of investments

 

 

(488,517

)

 

 

(367,741

)

 

 

 

 

 

(1,471,528

)

 

 

(913,898

)

 

 

(493,889

)

Proceeds from the sale of investments

 

 

392,178

 

 

 

67,701

 

 

 

50,000

 

 

 

1,317,308

 

 

 

590,173

 

 

 

648,887

 

Other investing activities

 

 

(33,171

)

 

 

2,873

 

 

 

25,348

 

 

 

(37,000

)

 

 

(9,596

)

 

 

399

 

Cash used in investing activities

 

 

(1,764,294

)

 

 

(1,794,191

)

 

 

(1,030,069

)

 

 

(2,496,431

)

 

 

(5,702,709

)

 

 

(2,873,852

)

Financing activities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net change in short-term debt

 

 

(4,538

)

 

 

4,574

 

 

 

5,037

 

 

 

(24,870

)

 

 

(58,642

)

 

 

49,817

 

Proceeds from long-term debt, net of discount

 

 

1,237,635

 

 

 

 

 

 

995,710

 

Proceeds from issuance of long-term debt, net of discount

 

 

 

 

 

2,091,934

 

 

 

196,990

 

Repayment of long-term debt

 

 

(97,150

)

 

 

 

 

 

(500,000

)

 

 

(10,000

)

 

 

(1,111,000

)

 

 

 

Premium on debt exchange

 

 

(180,383

)

 

 

 

 

 

 

Bond issuance related costs

 

 

(6,250

)

 

 

 

 

 

(7,625

)

Issuance of common stock

 

 

11,846

 

 

 

16,145

 

 

 

24,101

 

Bond issuance costs

 

 

 

 

 

(13,138

)

 

 

 

Proceeds from exercise of stock options

 

 

11,731

 

 

 

22,852

 

 

 

145,255

 

Payment of tax withholdings on certain stock-based

compensation

 

 

(19,102

)

 

 

(25,047

)

 

 

(22,123

)

 

 

(49,318

)

 

 

(64,079

)

 

 

(73,260

)

Distributions to noncontrolling interests

 

 

(115,508

)

 

 

(76,347

)

 

 

(56,179

)

 

 

(435,047

)

 

 

(332,293

)

 

 

(150,700

)

Cash dividends

 

 

(491,655

)

 

 

(492,062

)

 

 

(485,376

)

 

 

(514,534

)

 

 

(533,589

)

 

 

(483,469

)

Acquisition of treasury stock

 

 

(39,499

)

 

 

(298,541

)

 

 

(853,997

)

 

 

(1,553,933

)

 

 

(2,762,568

)

 

 

(3,276,088

)

Proceeds from government incentives

 

 

 

 

 

275,000

 

 

 

 

Other financing activities

 

 

(9,542

)

 

 

(9,132

)

 

 

(7,725

)

 

 

(16,840

)

 

 

(25,340

)

 

 

(11,424

)

Cash provided by (used in) financing activities

 

 

285,854

 

 

 

(880,410

)

 

 

(908,177

)

Cash used in financing activities

 

 

(2,592,811

)

 

 

(2,510,863

)

 

 

(3,602,879

)

Effect of exchange rate changes on cash

 

 

1,887

 

 

 

907

 

 

 

(5,924

)

 

 

2,883

 

 

 

(5,920

)

 

 

(316

)

Increase in cash and cash equivalents and restricted
cash and cash equivalents

 

 

1,220,324

 

 

 

135,719

 

 

 

449,782

 

Cash and cash equivalents - beginning of year

 

 

1,534,605

 

 

 

1,398,886

 

 

 

949,104

 

Increase (decrease) in cash and cash equivalents and restricted cash and cash equivalents

 

 

2,025,572

 

 

 

1,852,562

 

 

 

(246,271

)

Cash and cash equivalents and restricted cash and cash equivalents - beginning of year

 

 

4,361,220

 

 

 

2,508,658

 

 

 

2,754,929

 

Cash and cash equivalents and restricted cash

and cash equivalents - end of year

 

$

2,754,929

 

 

$

1,534,605

 

 

$

1,398,886

 

 

$

6,386,792

 

 

$

4,361,220

 

 

$

2,508,658

 

Non-cash investing activity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in accrued plant and equipment purchases

 

$

(16,103

)

 

$

34,777

 

 

$

14,725

 

 

$

1,053

 

 

$

4,568

 

 

$

78,375

 


See notes to consolidated financial statements.

5458


NUCOR CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2020, 20192023, 2022 AND 20182021

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%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 Steel Company (Limited Partnership) 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 shareholder 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 cost plus accrued interest, which approximates fair value. Unrealized gains and losses on investments classified as available-for-sale are recorded as a component of accumulated other comprehensive income (loss). Management determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination at each balance sheet date.

59


Inventories

Inventories

Inventories are stated at the lower of cost or market.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.

55


Table of Contents

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 reportable 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. For certain reporting units, it is 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.

60


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

56


Table of Contents

investee operates; and recurring negative cash flows from operations. WhenIf management considers the decline to be other than temporary, the Company would write down the related investment to its estimated fair market value.

Derivative Financial Instruments

Nucor periodically uses derivative financial instruments primarily to partially manage its exposure to price risk related to natural gas purchases used in the production process as well as its exposure to scrap, copper and aluminum purchased for resale to its customers. In addition, Nucor periodically uses derivatives to partially manage its exposure to changes in interest rates on outstanding debt instruments and uses forward foreign exchange contracts to hedge cash flows associated with certain assets and liabilities, firm commitments and anticipated transactions.

Nucor recognizes all derivative financial instruments in the consolidated balance sheets at fair value. Amounts included in accumulated other comprehensive income (loss) related to cash flow hedges are reclassified into earnings when the underlying transaction is recognized in net earnings. Changes in fair value hedges are reported in earnings along with changes in the fair value of the hedged items. When cash flow and fair value hedges affect net earnings, they are included in the same financial statement line as the underlying transaction (cost of products sold or interest expense). If these instruments do not meet hedge accounting criteria, the change in fair value (or a portion thereof) is recognized immediately in earnings in the same financial statement line as the underlying transaction.

Revenue Recognition

Nucor recognizes revenue when obligations under the terms of contracts with our customers are satisfied;satisfied and collection is reasonably assured; generally, this occursobligations 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

57


Table of Contents

liquidation of the underlying investments. Foreign currency transaction gains and losses are included in net earnings in the period they occur.

Recent 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. The new guidance is required to

61


be applied retrospectively to all prior periods presented in the financial statements. Early adoption is also permitted. 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 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.

3. Short-term Investments

Nucor held $408.0$747.5 million of short-term investments as of December 31, 20202023 ($300.0576.9 million as of December 31, 2019)2022). The investments held as of December 31, 20202023 and December 31, 20192022 consisted mainly of several certificates of deposit (“CD’s”), commercial paper and corporate bonds, which were classified as available-for-sale. Interest income on the CD’s and corporate bonds was recorded as earned.

NaNNo realized or unrealized gains or losses were incurred in 2020, 20192023, 2022 or 2018.2021.

4. Accounts Receivable

An allowance for doubtful accounts 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 doubtful accounts of $51.3$127.2 million at December 31, 20202023 ($59.9200.2 million at December 31, 20192022 and $62.1$95.4 million at December 31, 2018)2021).

5. Inventories

Inventories consisted of approximately 42%37% raw materials and supplies and 58%63% finished and semi-finished products at December 31, 20202023 and 2019.December 31, 2022. 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.

62


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.

58


Table of Contents

Supplemental statement of earnings information related to our leases is as follows (in thousands):

 

 

 

 

Year Ended December 31,

 

 

 

Statement of Earnings Classification

 

2023

 

 

2022

 

 

2021

 

Operating lease cost

 

Cost of products sold

 

$

26,750

 

 

$

23,666

 

 

$

21,503

 

Operating lease cost

 

Marketing, administrative and
other expenses

 

 

3,199

 

 

 

3,239

 

 

 

2,989

 

Total operating
   lease cost

 

 

 

$

29,949

 

 

$

26,905

 

 

$

24,492

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

 

 

Amortization of leased
   assets

 

Cost of products sold

 

$

19,171

 

 

$

19,113

 

 

$

13,513

 

Interest on lease
   liabilities

 

Interest expense, net

 

 

11,964

 

 

 

12,229

 

 

 

10,670

 

Total finance lease
   cost

 

 

 

$

31,135

 

 

$

31,342

 

 

$

24,183

 

Total lease cost

 

 

 

$

61,084

 

 

$

58,247

 

 

$

48,675

 

 

 

 

 

Year Ended December 31,

 

 

 

Statement of Earnings Classification

 

2020

 

 

2019

 

Operating lease cost

 

Cost of products sold

 

$

20,959

 

 

$

21,275

 

Operating lease cost

 

Marketing, administrative and other

   expenses

 

 

3,060

 

 

 

2,196

 

Total operating lease

   cost

 

 

 

$

24,019

 

 

$

23,471

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

 

Amortization of leased

   assets

 

Cost of products sold

 

$

9,735

 

 

$

9,810

 

Interest on lease liabilities

 

Interest expense, net

 

 

10,551

 

 

 

11,335

 

Total finance lease cost

 

 

 

$

20,286

 

 

$

21,145

 

Total lease cost

 

 

 

$

44,305

 

 

$

44,616

 


Supplemental cash flow information related to our leases is as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Cash paid for amounts included in measurement of lease
   liabilities:

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

30,230

 

 

$

26,518

 

 

$

27,310

 

Operating cash flows from finance leases

 

$

11,964

 

 

$

12,229

 

 

$

10,670

 

Financing cash flows from finance leases

 

$

16,840

 

 

$

16,008

 

 

$

11,425

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

Additions to right-of-use assets obtained from

 

 

 

 

 

 

 

 

 

Operating lease liabilities

 

$

26,955

 

 

$

33,924

 

 

$

19,711

 

Finance lease liabilities

 

$

16,473

 

 

$

27,030

 

 

$

99,535

 

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

Cash paid for amounts included in measurement of lease liabilities:

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

23,836

 

 

$

23,155

 

Operating cash flows from finance leases

 

$

10,551

 

 

$

11,335

 

Financing cash flows from finance leases

 

$

9,541

 

 

$

9,134

 

Non-cash investing and financing activities:

 

 

 

 

 

 

 

 

Additions to right-of-use assets obtained from

 

 

 

 

 

 

 

 

Operating lease liabilities

 

$

21,539

 

 

$

11,941

 

Finance lease liabilities

 

$

14,373

 

 

$

11,406

 

Supplemental balance sheet information related to our leases is as follows (in thousands):

 

 

 

 

December 31,

 

 

 

Balance Sheet Classification

 

2023

 

 

2022

 

Assets:

 

 

 

 

 

 

 

 

Operating lease

 

Other assets

 

$

102,878

 

 

$

101,499

 

Finance lease

 

Property, plant and equipment, net

 

 

166,780

 

 

 

169,076

 

Total leased

 

 

 

$

269,658

 

 

$

270,575

 

Liabilities:

 

 

 

 

 

 

 

 

Current operating

 

Accrued expenses and other current liabilities

 

$

25,405

 

 

$

23,621

 

Current finance

 

Current portion of long-term debt and
finance lease obligations

 

 

14,102

 

 

 

18,582

 

Non-current operating

 

Deferred credits and other liabilities

 

 

81,673

 

 

 

81,455

 

Non-current finance

 

Long-term debt and finance lease
obligations due after one year

 

 

174,787

 

 

 

169,804

 

Total leased

 

 

 

$

295,967

 

 

$

293,462

 

 

 

 

 

December 31,

 

 

 

Balance Sheet Classification

 

2020

 

 

2019

 

Assets:

 

 

 

 

 

 

 

 

 

 

Operating lease

 

Other assets

 

$

93,888

 

 

$

91,123

 

Finance lease

 

Property, plant and equipment, net

 

 

76,231

 

 

 

72,364

 

Total leased

 

 

 

$

170,119

 

 

$

163,487

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

Current operating

 

Accrued expenses and other current

   liabilities

 

$

19,986

 

 

$

17,647

 

Current finance

 

Current portion of long-term debt and

   finance lease obligations

 

 

10,885

 

 

 

9,264

 

Non-current operating

 

Deferred credits and other liabilities

 

 

75,736

 

 

 

74,877

 

Non-current finance

 

Long-term debt and finance lease

   obligations due after one year

 

 

79,453

 

 

 

75,960

 

Total leased

 

 

 

$

186,060

 

 

$

177,748

 

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Weighted-average remaining lease term and discount rate for our leases are as follows:

December 31, 20202023

Weighted-average remaining lease term - operating leases

8.67.7 Years

Weighted-average remaining lease term - finance leases

10.914.3 Years

Weighted-average discount rate - operating leases

3.5%

4.0

%

Weighted-average discount rate - finance leases

26.0%

11.7

%

The reason for the substantial weighted-average discount rate – finance leases, of 26.0%11.7%, 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, 20202023 (in thousands):

 

 

Operating Leases

 

 

Finance Leases

 

Maturities of lease liabilities, year ending December 31,

 

 

 

 

 

 

2024

 

$

29,014

 

 

$

24,890

 

2025

 

 

22,032

 

 

 

22,391

 

2026

 

 

18,240

 

 

 

20,456

 

2027

 

 

13,569

 

 

 

19,860

 

2028

 

 

11,334

 

 

 

20,059

 

Thereafter

 

 

33,717

 

 

 

160,729

 

Total lease payments

 

$

127,906

 

 

$

268,385

 

Less imputed interest

 

 

(20,828

)

 

 

(79,496

)

Present value of lease liabilities

 

$

107,078

 

 

$

188,889

 

 

 

Operating Leases

 

 

Finance Leases

 

Maturities of lease liabilities, year ending December 31,

 

 

 

 

 

 

 

 

2021

 

$

22,731

 

 

$

20,476

 

2022

 

 

19,536

 

 

 

19,918

 

2023

 

 

16,019

 

 

 

17,957

 

2024

 

 

13,244

 

 

 

13,040

 

2025

 

 

9,495

 

 

 

11,086

 

Thereafter

 

 

33,039

 

 

 

74,362

 

Total lease payments

 

$

114,064

 

 

$

156,839

 

Less imputed interest

 

 

(18,342

)

 

 

(66,501

)

Present value of lease liabilities

 

$

95,722

 

 

$

90,338

 

7. Property, Plant and Equipment

 

 

(in thousands)

 

December 31,

 

2020

 

 

2019

 

Land and improvements, net

 

$

744,305

 

 

$

719,736

 

Buildings and improvements

 

 

1,505,913

 

 

 

1,413,690

 

Machinery and equipment

 

 

12,204,738

 

 

 

11,630,179

 

Proved oil and gas properties

 

 

558,231

 

 

 

558,123

 

Leasehold interest in unproved oil and gas properties

 

 

138,000

 

 

 

165,000

 

Construction in process and equipment deposits

 

 

1,603,416

 

 

 

1,108,054

 

 

 

 

16,754,603

 

 

 

15,594,782

 

Less accumulated depreciation

 

 

(9,855,493

)

 

 

(9,416,227

)

 

 

$

6,899,110

 

 

$

6,178,555

 

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 at December 31, 2023 (in thousands):

 

 

December 31,

 

 

 

2023

 

 

2022

 

Land and improvements, net

 

$

1,183,173

 

 

$

905,598

 

Buildings and improvements

 

 

2,550,959

 

 

 

2,230,672

 

Machinery and equipment

 

 

16,328,126

 

 

 

15,125,653

 

Proved oil and gas properties

 

 

558,703

 

 

 

558,486

 

Leasehold interest in unproved oil and gas properties

 

 

96,000

 

 

 

96,000

 

Construction in process and equipment deposits

 

 

2,121,788

 

 

 

1,815,638

 

 

 

22,838,749

 

 

 

20,732,047

 

Less accumulated depreciation

 

 

(11,788,982

)

 

 

(11,115,127

)

 

$

11,049,767

 

 

$

9,616,920

 

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.


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Steel MillsRaw Materials Segment Asset Impairments

In the second quarter of 2021, Nucor decided that it would not develop a portion of its unproved oil and natural gas properties (“Portion A”) within the contractually specified time period related to Portion A. As a result of this decision, the Company forfeited its leasehold rights for Portion A. The Company recorded a charge of $42.0 million to write off the value of Portion A that is included in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2021. The decision not to develop Portion A was heavily influenced by the approaching deadline to commence development combined with Portion A’s expected near-term profitability not achieving management’s desired returns relative to the cost of development. A significant portion of the Company’s remaining leasehold interest in unproved oil and natural gas properties are held by production. The carrying value of the remaining portions of unproved oil and natural gas properties was $96.0 million at December 31, 2021.

In 2019,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 non-cash$96.0 million impairment charge for the entire balance of $20.0 million related to certain property, plant and equipment at our plate millthose assets, which are included in Texas. Thisthe 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, 2019.

In 2020, Nucor recorded non-cash impairment charges totaling $103.2 million related to certain inventory and long-lived assets, which primarily related to our Castrip sheet mill operations. Due to the advancements in the capabilities at our new cold mill and galvanizing line we have under construction at Nucor Steel Arkansas, we believe the value of the technology and process has diminished for Nucor. As such, the existing Castrip assets are not expected to be materially utilized going forward. These charges are included in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2020.

Raw Materials Segment Asset Impairments

In the third quarter of 2018, due to the deteriorating natural gas pricing environment at our sales point in the Piceance Basin, Nucor determined a triggering event had occurred and performed an impairment analysis that resulted in $110.0 million of non-cash impairment charges relating to two of its three groups (“fields”) of wells. In the fourth quarter of 2019, due to the deteriorating natural gas pricing environment at our sales point in the Piceance Basin as well as the decreased performance of the natural gas well assets, Nucor determined a triggering event had occurred and performed an impairment analysis on all three fields of wells. As a result of the fourth quarter of 2019 analysis, a $35.0 million non-cash impairment charge was recorded on the field of wells that was not previously impaired in the third quarter of 2018. An increase in the estimated lease operating cost projections was the primary factor in causing this field of wells to be impaired. The non-cash impairment charges are included in losses and impairments of assets in the consolidated statements of earnings for the years ended December 31, 2019 and 2018.

One of the main assumptions that most significantly affects the undiscounted cash flows determination is management’s estimate of future pricing of natural gas and natural gas liquids. The pricing used in the impairment assessments was developed by management based on projected natural gas market supply and demand dynamics, in conjunction with a review of projections by market analysts. Management also makes key estimates on the expected reserve levels and on the expected lease operating costs. The impairment assessments were performed on each of Nucor’s three fields of wells, with each field defined by common geographic location. The combined carrying value of the three fields of wells was $71.7 million at December 31, 2020 ($78.9 million at December 31, 2019).

Changes in the natural gas industry or a prolonged low-price environment beyond what had already been assumed in the assessments could cause management to revise the natural gas and natural gas liquids price assumptions, the estimated reserves or the estimated lease operating costs. Unfavorable revisions to these assumptions or estimates could possibly result in further impairment of some or all of the fields of proved well assets.

In 2020, regulatory authorities in Colorado adopted new rules that became effective January 2021. One of these rules increases drilling setback distances. In the fourth quarter of 2020, Nucor determined a triggering event had occurred, as we do not expect to be able to access the full extent of the resources in the ground, and performed an impairment analysis. As a result, Nucor recorded a $27.0 million non-cash impairment charge related to the write-down2022. We retain ownership of our leasehold interest in unproved oil and natural gas properties. This chargeThe 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 $275.0 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 $179.7 million in 2022 and $95.3 million in 2023 in qualifying expenditures for the construction of NSWV, and that amount is included as a contra-asset in lossesconstruction in process and impairmentsequipment deposits that are a part of property, plant and equipment, net on the consolidated balance sheet at 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 for the year ended December 31, 2020.earnings.

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8. Goodwill and Other Intangible Assets

The change in the net carrying amount of goodwill for the years ended December 31, 20202023 and 20192022 by segment is as follows:

 

(in thousands)

 

 

Steel

 

 

Steel

 

 

Raw

 

 

 

 

 

 

(in thousands)

 

 

Mills

 

 

Products

 

 

Materials

 

 

Total

 

 

Steel

 

Steel

 

Raw

 

 

 

 

Balance, December 31, 2018

 

$

591,986

 

 

$

862,773

 

 

$

729,577

 

 

$

2,184,336

 

 

Mills

 

 

Products

 

 

Materials

 

 

Total

 

Balance, December 31, 2021

 

$

613,175

 

 

$

1,439,874

 

 

$

774,295

 

 

$

2,827,344

 

Acquisitions

 

 

62,011

 

 

 

1,087,906

 

 

 

 

 

 

1,149,917

 

Divestitures

 

 

 

 

 

 

 

 

(39,466

)

 

 

(39,466

)

Translation

 

 

 

 

 

(17,735

)

 

 

 

 

 

(17,735

)

Balance, December 31, 2022

 

 

675,186

 

 

 

2,510,045

 

 

 

734,829

 

 

 

3,920,060

 

Acquisitions

 

 

 

 

 

12,623

 

 

 

 

 

 

12,623

 

 

 

 

 

 

(2,120

)

 

 

44,660

 

 

 

42,540

 

Translation

 

 

 

 

 

4,104

 

 

 

 

 

 

4,104

 

 

 

 

 

 

6,247

 

 

 

 

 

 

6,247

 

Balance, December 31, 2019

 

 

591,986

 

 

 

879,500

 

 

 

729,577

 

 

 

2,201,063

 

Acquisitions

 

 

20,484

 

 

 

(821

)

 

 

 

 

 

19,663

 

Translation

 

 

 

 

 

8,946

 

 

 

 

 

 

8,946

 

Balance, December 31, 2020

 

$

612,470

 

 

$

887,625

 

 

$

729,577

 

 

$

2,229,672

 

Balance, December 31, 2023

 

$

675,186

 

 

$

2,514,172

 

 

$

779,489

 

 

$

3,968,847

 

The majority of goodwill is not tax deductible.

65


Intangible assets with estimated useful lives of five to 2225 years are amortized on a straight-line or accelerated basis and are comprised of the following:

 

(in thousands)

 

 

(in thousands)

 

 

December 31, 2020

 

 

December 31, 2019

 

 

December 31, 2023

 

 

December 31, 2022

 

 

Gross

 

 

Accumulated

 

 

Gross

 

 

Accumulated

 

 

Gross

 

Accumulated

 

Gross

 

Accumulated

 

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amortization

 

 

Amount

 

 

Amortization

 

Customer relationships

 

$

1,421,962

 

 

$

838,443

 

 

$

1,412,954

 

 

$

767,532

 

 

$

4,190,156

 

 

$

1,295,778

 

 

$

4,174,724

 

 

$

1,087,834

 

Trademarks and trade names

 

 

162,365

 

 

 

100,000

 

 

 

162,183

 

 

 

92,258

 

 

 

372,153

 

 

 

168,363

 

 

 

364,106

 

 

 

142,363

 

Other

 

 

63,822

 

 

 

41,685

 

 

 

63,807

 

 

 

36,968

 

 

 

109,747

 

 

 

99,900

 

 

 

109,746

 

 

 

96,114

 

 

$

1,648,149

 

 

$

980,128

 

 

$

1,638,944

 

 

$

896,758

 

 

$

4,672,056

 

 

$

1,564,041

 

 

$

4,648,576

 

 

$

1,326,311

 

Intangible asset amortization expense was $83.4$237.7 million in 20202023 ($85.7234.9 million in 20192022 and $88.8$129.2 million in 2018)2021). Annual amortization expense is estimated to be $82.7 million in 2021, $81.1 million in 2022, $80.4 million in 2023, $79.6$235.1 million in 2024, and $78.6$234.1 million in 2025.2025, $231.1 million in 2026, $227.9 million in 2027 and $204.6 million in 2028.

The Company completed its annual goodwill impairment testing as of the first day of the fourth quarter offor each of 2020, 20192023, 2022 and 20182021 and concluded that as of each such date there was 0no impairment of goodwill for any of its reporting units.

The annual assessment performed in 2020 for one of the Company’s reporting units, Rebar Fabrication, used forward-looking projections and included continued positive future cash flows. The fair value of this reporting unit exceeded its carrying value by approximately 99% in the most recent assessment. The reporting unit’s profitability in 2020 significantly increased from 2019, and we currently expect the reporting unit to be profitable in 2021. If our assessment of the relevant facts and circumstances changes, or the actual performance of this reporting unit falls short of expected results, non-cash impairment charges may be required. Total goodwill associated with the Rebar Fabrication reporting unit as of December 31, 2020 was $364.3 million. An impairment of goodwill may also lead us to record an impairment of other intangible assets. Total finite-lived intangible assets associated with the Rebar Fabrication reporting unit as of December 31, 2020 was $58.8 million.

The Company has continued to monitor one of its reporting units, Grating, for potential triggering events since the impairment assessment performed in the third quarter of 2019. No triggering events occurred, so the Company completed its annual goodwill impairment testing as of the first day of the fourth quarter of 2020. The fair value of the Grating reporting unit exceeded its carrying value by approximately 88% in the most recent assessment. If our assessment of the relevant facts and circumstances changes, or the actual performance of this reporting unit falls short of expected results, non-cash impairment charges may be required. As of December 31, 2020, total goodwill associated with the Grating reporting unit was $37.0 million.

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Table of Contents

There are no significant 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 $520.0$479.5 million at December 31, 20202023 ($793.2562.3 million at December 31, 2019)2022), and is recorded in other assets in the consolidated balance sheets.

NuMit

Nucor owns a 50%50% economic and voting interest in NuMit LLC (“NuMit”). NuMit owns 100%100% of the equity interest in Steel Technologies LLC, an operator of 2632 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 $323.6$431.9 million at December 31, 20202023 ($319.8423.9 million at December 31, 2019)2022). Nucor received distributions of $9.5$32.9 million, $36.5$55.6 million, and $29.2$0.2 million from NuMit during 2020, 20192023, 2022 and 2018,2021, respectively.

Duferdofin NucorNucor-JFE Steel Mexico

Nucor previously owned a 50% interest in Duferdofin Nucor S.r.l. (“Duferdofin Nucor”), an Italian steel manufacturer, and accounted for its investment (on a one-month50 lag basis) under the equity method, as control and risk of loss were shared equally between the members of Duferdofin Nucor. In December 2020, Nucor closed on an agreement (the “Duferdofin Agreement”) to transfer its 50% interest in Duferdofin Nucor to the owner of the remaining 50% interest, making Nucor’s investment in Duferdofin Nucor $0 at December 31, 2020 ($263.0 million at December 31, 2019).

In conjunction with the consummation of the Duferdofin Agreement, Nucor forgave the previously fully reserved, outstanding note receivable of €35.0 million ($37.8 million) from Duferdofin Nucor (€35.0 million, or $39.3 million, as of December 31, 2019), and Nucor was released from the guarantee it previously provided with respect toDuferdofin Nucor’s borrowings under Facility A of the Structured Trade Finance Facilities Agreement. The fair value of the guarantee was immaterial, and Nucor did not have a liability recorded associated with this guarantee.

Nucor-JFE

Nucor owns a 50%% economic and voting interest in Nucor-JFE Steel Mexico, S. de R.L. de C.V. (“Nucor-JFE”NJSM”), a 50-50 joint venture with JFE Steel Corporation (“JFE”) of Japan,Japan. In October 2023, Nucor purchased an additional 1% interest in NJSM to build and operatebring the total investment to a galvanized sheet steel plant51% controlling interest. Beginning in central Mexico. After delays caused by the COVID-19 pandemic, Nucor- JFE resumed hot commissioning in early December 2020.fourth quarter of 2023, Nucor accountshas accounted for its investment in Nucor-JFE (onNJSM on a one-month lag basis) underconsolidated basis. See Note 25 for purchase price allocation information related to the equity method, as control and risk of loss are shared equally between the members of Nucor-JFE.step acquisition. Nucor’s investment in Nucor-JFENJSM was $147.1$91.8 million at December 31, 2020 ($163.2 million at December 31, 2019).

On January 16, 2019, Nucor entered into an agreement to guarantee a percentage, equal to its ownership percentage (50%), of Nucor-JFE’s borrowings under the General Financing Agreement and Promissory Note (the “JFE Facility”). The fair value of the guarantee is immaterial. Nucor’s guarantee expires on April 30, 2021. The maximum amount Nucor-JFE could borrow under the JFE Facility was amended on December 15, 2020 to $90.0 million. The JFE Facility is uncommitted. As of December 31, 2020, there was $50.0 million outstanding under the JFE Facility (0ne as of December 31, 2019). If Nucor-JFE fails to pay when due any amounts for which it is obligated under the JFE Facility, Nucor could be required to pay 50% of such amounts pursuant to and in accordance with the terms of its guarantee. Nucor has not recorded any liability associated with this guarantee.

Nucor-JFE has other credit facilities that Nucor has agreed to guarantee. The principal amount subject to guarantee by Nucor for these other credit facilities was $25.0 million as of December 31, 2020 ($25.0 million as of December 31, 2019). The fair value of the guarantees is immaterial. If Nucor-JFE fails to pay when due any amounts for which it is obligated under the other credit facilities, Nucor could be required to pay such amounts pursuant to and in accordance with the terms of its guarantees. Nucor has not recorded any liability associated with these guarantees.

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Table of Contents2022.

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. Nucor determinedThere were no triggering events that a triggering event occurred in the first quartercaused management to pursue additional testing of 2020 with respect to itsour equity method investmentinvestments in Duferdofin Nucor due to adverse developments in the joint venture’s commercial outlook, which were exacerbated by the COVID-19 pandemic, all of which negatively impacted the joint venture’s strategic direction. After completing its impairment assessment, Nucor determined that the carrying amount exceeded its estimated fair value and the impairment condition was considered to be other than temporary. Therefore, Nucor recorded a $250.0 million impairment charge in the first quarter of 2020.  The assumptions that most significantly affected the fair value determination included projected cash flows and the discount rate. The Company-specific inputs for measuring fair value are considered “Level 3” or unobservable inputs that are not corroborated by market data under applicable fair value authoritative guidance, as quoted market prices are not available.2023.

66


Throughout 2020, additional capital contributions were made by the Company to Duferdofin Nucor that were immediately impaired. These additional capital contributions resulted in $5.0 million, $6.6 million and $25.4 million impairment charges against our investment in Duferdofin Nucor in the second, third and fourth quarters of 2020, respectively.  Also, in the fourth quarter of 2020, Nucor reclassified into earnings, $158.6 million of cumulative foreign currency translation losses on our investment in Duferdofin Nucor.  In 2020, total impairment charges, including the aforementioned note receivable, related to our investment in Duferdofin Nucor were approximately $483.5 million. These non-cash impairment charges are included in the steel mills segment and in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2020.

10. Current Liabilities

Book overdrafts, included in accounts payable in the consolidated balance sheets, were $210.5$159.0 million at December 31, 20202023 ($116.4163.6 million at December 31, 2019)2022). Dividends payable, included in accrued expenses and other current liabilities in the consolidated balance sheets, were $123.9$133.6 million at December 31, 20202023 ($122.9130.5 million at December 31, 2019)2022).

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Table of Contents

11. Debt and Other Financing Arrangements

 

 

(in thousands)

 

December 31,

 

2020

 

 

2019

 

Industrial revenue bonds due from 2022 to 2040*

 

$

1,153,240

 

 

$

1,010,600

 

Notes, 4.125%, due 2022

 

 

600,000

 

 

 

600,000

 

Notes, 4.000%, due 2023

 

 

500,000

 

 

 

500,000

 

Notes, 2.000%, due 2025

 

 

500,000

 

 

 

 

Notes, 3.950%, due 2028

 

 

500,000

 

 

 

500,000

 

Notes, 2.700%, due 2030

 

 

500,000

 

 

 

 

Notes, 6.400%, due 2037

 

 

543,331

 

 

 

650,000

 

Notes, 5.200%, due 2043

 

 

338,133

 

 

 

500,000

 

Notes, 4.400%, due 2048

 

 

329,219

 

 

 

500,000

 

Notes, 2.979%, due 2055

 

 

439,317

 

 

 

 

 

December 31,

 

(in thousands)

 

2023

 

 

2022

 

Industrial revenue bonds due from 2025 to 2061 (1)

 

$

1,349,230

 

 

$

1,349,230

 

NJSM notes due from 2024 to 2026 (2)

 

 

80,000

 

 

 

 

Notes, 2.000%, due 2025

 

 

500,000

 

 

 

500,000

 

Notes, 3.950%, due 2025

 

 

500,000

 

 

 

500,000

 

Notes, 4.300%, due 2027

 

 

500,000

 

 

 

500,000

 

Term notes, 2.950%, due 2027 (3)

 

 

58,040

 

 

 

67,866

 

Notes, 3.950%, due 2028

 

 

500,000

 

 

 

500,000

 

Notes, 2.700%, due 2030

 

 

500,000

 

 

 

500,000

 

Notes, 3.125%, due 2032

 

 

550,000

 

 

 

550,000

 

Notes, 6.400%, due 2037

 

 

543,331

 

 

 

543,331

 

Notes, 5.200%, due 2043

 

 

338,133

 

 

 

338,133

 

Notes, 4.400%, due 2048

 

 

329,219

 

 

 

329,219

 

Notes, 3.850%, due 2052

 

 

550,000

 

 

 

550,000

 

Notes, 2.979%, due 2055

 

 

439,312

 

 

 

439,312

 

Finance lease obligations

 

 

90,338

 

 

 

85,224

 

 

 

188,889

 

 

 

188,386

 

Total long-term debt and finance lease obligations

 

 

5,493,578

 

 

 

4,345,824

 

 

 

6,926,154

 

 

 

6,855,477

 

Less premium on debt exchange

 

 

180,045

 

 

 

 

 

 

171,162

 

 

 

169,737

 

Less debt issuance costs

 

 

30,859

 

 

 

25,259

 

 

 

32,017

 

 

 

43,471

 

Total amounts outstanding

 

 

5,282,674

 

 

 

4,320,565

 

 

 

6,722,975

 

 

 

6,642,269

 

Less current maturities of long-term debt

 

 

 

 

 

20,000

 

Less current maturities of long-term debt (2) (3)

 

 

60,000

 

 

 

10,000

 

Less current portion of finance lease obligations

 

 

10,885

 

 

 

9,264

 

 

 

14,102

 

 

 

18,582

 

Total long-term debt and finance lease obligations due after

one year

 

$

5,271,789

 

 

$

4,291,301

 

 

$

6,648,873

 

 

$

6,613,687

 

(1)
The industrial revenue bonds had variable rates ranging from 4.20% to 5.10% at December 31, 2023 and 3.65% to 4.28% at December 31, 2022.
(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 $80.0 million at December 31, 2023. The NJSM facility is uncommitted. Borrowings under the NJSM facility had variable rates ranging from 2.46% to 6.78% at December 31, 2023.
(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 $101.0 million, with a fixed rate of 2.95% until September 30, 2026 when they will convert to a floating rate. Payments of $2.5 million are due quarterly along with accrued interest. The term notes mature on March 31, 2027. (See Note 25.)

*

The industrial revenue bonds had variable rates ranging from 0.16% to 0.19% at December 31, 2020 and 1.61% to 1.82% at December 31, 2019.

Annual aggregate long-term debt maturities are: NaN in 2021, $601.0$60.0 million in 2022, $500.02024, $1.01 billion in 2025, $61.5 million in 2023, NaN in 2024, $500.02026, $528.0 million in 2025 and $3.80 billion thereafter.

In April 2018, Nucor issued $500.02027, $549.5 million of 3.950% Notes duein 2028 and $500.0 million of 4.400% Notes due 2048. Net proceeds of the issuances were $986.1 million, of which $500.0 million was used to repay the $500.0 million of 5.85% notes that matured June 1, 2018. Costs of $11.9 million associated with the issuances have been capitalized and will be amortized over the lives of the notes.$4.53 billion thereafter.

During the second quarter of 2018, Nucor amended its $1.50

Nucor's $1.75 billion unsecured revolving credit facility to extend theremains undrawn and has a maturity date from April 2021 to April 2023.of November 5, 2026. Costs associated with the amendment were immaterial. The unsecured revolving credit facility provides up to $1.50$1.75 billion in revolving loans and allows up to $500.0$500.0 million in additional commitments at Nucor’s election in accordance with the terms set forth in the credit agreement. Up to the equivalent of $850.0$100.0 million of the credit facility is available for foreign currency loans, up to $100.0 million is available for the issuance of letters of credit and up to $500.0$500.0 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%60%, a limit on Nucor’s ability to pledge the Company’s

67


assets and a limit on consolidations, mergers and sales of assets. As of December 31, 2020,2023, Nucor’s funded debt to total capital ratio was 32%24%, and Nucor was in compliance with all covenants under the credit facility. NaNNo borrowings were outstanding under the credit facility as of December 31, 20202023 and 2019.2022.

In May 2020,

On March 11, 2022, Nucor issued $500.0completed the issuance and sale of $550.0 million aggregate principal amount of 2.000%its 3.125% Notes due 20252032 (the “2032 Notes”) and $500.0$550.0 million aggregate principal amount of 2.700%its 3.850% Notes due 2030. Net2052 (the “2052 Notes” and, together with the 2032 Notes, the “2032/2052 Notes”). The net proceeds from the issuance and sale of the issuances2032/2052 Notes were $989.4 million.used along with cash on hand to redeem all of the outstanding $600.0 million aggregate principal amount of our 4.125% Notes due 2022 (the “2022 Notes”) and $500.0 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 $8.4$15.3 million associated with the issuancesissuance and sale of the 2032/2052 Notes have been capitalized and will be amortized over the life of the notes.

In July 2020, Nucor became an obligor with respect to $162.6 million in 40-year variable-rate Green Bonds to partially fund the capital costs, in particular the expenditures associated with pollution

65


March 2022 Notes.Table of Contents

prevention

On April 25, 2022, Nucor redeemed all $500.0 million aggregate principal amount outstanding of the 2023 Notes using a portion of the net proceeds from the issuance and control including waste recycling, associatedsale of the 2032/2052 Notes. On August 15, 2022, Nucor redeemed all $600.0 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 $500.0 million aggregate principal amount of its 3.950% Notes due 2025 (the “2025 Notes”) and $500.0 million aggregate principal amount of its 4.300% Notes due 2027 (the “2027 Notes” and, together with the construction of Nucor’s plate mill located in Brandenburg, Kentucky. 2025 Notes, the “2025/2027 Notes”). The net proceeds from the debt issuance are being held inand sale of the 2025/2027 Notes were used for general corporate purposes and to pay a trust account pending disbursementportion of the purchase price for the constructionacquisition of C.H.I. The net proceeds from the issuance and sale of the facility.2025/2027 Notes were $

In December 2020, Nucor exchanged $106.7991.9 million, after expenses and the underwriting discount. Costs of its 6.400% Notes due 2037, $161.9$5.9 million of its 5.200% Notes due 2043associated with the issuance and $170.8 million of its 4.400% Notes due 2048 with holderssale of the existing notes for $439.3 million of its 2.979%2025/2027 Notes due 2055 and a cash component of $180.3 million. This exchange transaction has been accounted for as a modification and, as such, the cash component of $180.3 million hashave been capitalized as a reduction of long-term debt and is beingwill be amortized into interest expense over the life of the new notes.2025/2027 Notes.

Harris Steel has credit facilities totaling approximately $19.6$18.7 million, with 0no outstanding borrowings at December 31, 20202023 and 2019. In addition, the2022.

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, 2020,2023, Nucor Trading S.A. had outstanding borrowings of $57.9$24.2 million which($49.1 million as of December 31, 2022). NJSM maintains an uncommitted trade credit agreement with three banking institutions. As of December 31, 2023, NJSM had outstanding borrowings of $95.0 million under the trade credit agreement. Nucor Trading S.A. and NJSM's credit arrangements are presented in short-term debt in the consolidated balance sheet ($62.4 million as of December 31, 2019).

Letters of credit totaling $63.3$57.7 million were outstanding as of December 31, 20202023 ($28.043.5 million as of December 31, 2019)2022), 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$0.40 per share and there are 800 million shares authorized. In addition, 250,000 shares of preferred stock, par value $4.00$4.00 per share, are authorized, with preferences, rights and restrictions as may be fixed by the Board of Directors. There are 0no shares of preferred stock issued or outstanding.

Dividends declared per share were $1.6125$2.070 in 20202023 ($1.60252.010 in 2022 and $1.715 per share in 2019 and $1.5400 per share in 2018)2021).

The Company repurchased $39.5 millionapproximately $1.55 billion of its common stock in 2020 ($298.5 million2023 (approximately $2.76 billion in 20192022 and $854.0 million$3.28 billion in 2018)2021).

6668


On September 6, 2018,May 11, 2023, the Company announced that the Board of Directors had approved a new share repurchase program under which the Company is authorized to repurchase up to $2.004.00 billion of the Company’s common stock and terminated anyall previously authorized share repurchase programs. Share repurchases will beare 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, 2020,2023, the Company had approximately $1.16$3.32 billion available for share repurchases under the program.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 thousands):

 

 

 

 

Fair Value at

 

 

 

 

 

December 31,

 

Fair Value of Derivative Financial
   Instruments

 

Consolidated Balance Sheet Location

 

2023

 

 

2022

 

Asset derivatives designated
   as hedging instruments:

 

 

 

 

 

 

 

 

Commodity contracts

 

Other current assets

 

$

 

 

$

17,200

 

Commodity contracts

 

Other assets

 

 

 

 

 

17,200

 

Total asset derivatives

 

 

 

$

 

 

$

34,400

 

 

 

 

 

 

 

 

 

 

Liability derivatives designated
   as hedging instruments:

 

 

 

 

 

 

 

 

Commodity contracts

 

Accrued expenses and other current liabilities

 

$

(14,700

)

 

$

 

Commodity contracts

 

Deferred credits and other liabilities

 

 

(3,600

)

 

 

 

 

 

 

 

 

 

 

 

 

Total liability derivatives
   designated as hedging
   instruments

 

 

 

 

(18,300

)

 

 

 

Liability derivatives not designated
   as hedging instruments:

 

 

 

 

 

 

 

 

Commodity contracts

 

Accrued expenses and other current liabilities

 

 

(4,382

)

 

 

(501

)

Foreign exchange contracts

 

Accrued expenses and other current liabilities

 

 

(529

)

 

 

(869

)

Total liability derivatives not
   designated as hedging
   instruments

 

 

 

 

(4,911

)

 

 

(1,370

)

Total liability derivatives

 

 

 

$

(23,211

)

 

$

(1,370

)

 

 

 

 

Fair Value at

 

 

 

 

 

December 31,

 

Fair Value of Derivative Financial

   Instruments

 

Consolidated Balance Sheet Location

 

2020

 

 

2019

 

Liability derivatives designated

   as hedging instruments:

 

 

 

 

 

 

 

 

 

 

Commodity contracts

 

Accrued expenses and other current liabilities

 

$

(2,400

)

 

$

(7,200

)

Commodity contracts

 

Deferred credits and other liabilities

 

 

(3,800

)

 

 

(11,200

)

Total liability derivatives

   designated as hedging

   instruments

 

 

 

 

(6,200

)

 

 

(18,400

)

Liability derivatives not designated

   as hedging instruments:

 

 

 

 

 

 

 

 

 

 

Commodity contracts

 

Accrued expenses and other current liabilities

 

 

(5,685

)

 

 

(1,118

)

Foreign exchange contracts

 

Accrued expenses and other current liabilities

 

 

(2,476

)

 

 

(81

)

Total liability derivatives not

   designated as hedging

   instruments

 

 

 

 

(8,161

)

 

 

(1,199

)

Total liability derivatives

 

 

 

$

(14,361

)

 

$

(19,599

)

The Effect of Derivative Financial Instruments on the Consolidated Statements of Earnings

Derivatives Designated as Hedging Instruments for the Year Ended December 31, (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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)

 

 

 

 

 

2023

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2021

 

 

2023

 

 

2022

 

 

2021

 

Commodity contracts

 

Cost of products sold

 

$

(52,077

)

 

$

76,542

 

 

$

15,112

 

 

$

(12,077

)

 

$

51,554

 

 

$

9,300

 

 

$

 

 

$

 

 

$

 

Derivatives Designated as Hedging Instruments for the Year Ended December 31, (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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)

 

 

 

 

 

2020

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2018

 

 

2020

 

 

2019

 

 

2018

 

Commodity contracts

 

Cost of products

sold

 

$

2,084

 

 

$

(9,833

)

 

$

(3,568

)

 

$

(7,216

)

 

$

(2,333

)

 

$

132

 

 

$

 

 

$

 

 

$

 

69


 

Derivatives Not Designated as Hedging Instruments for the Year Ended December 31, (in thousands)

Derivatives Not Designated as Hedging Instruments for the Year Ended December 31, (in thousands)

 

Derivatives Not Designated as Hedging Instruments for the Year Ended December 31, (in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount of Gain or (Loss)

 

 

Amount of Gain or (Loss)

 

Derivatives Not Designated

 

Statement of Earnings

 

Recognized in Earnings on

 

 

Statement of Earnings

 

Recognized in Earnings on

 

as Hedging Instruments

 

Location

 

Derivatives

 

 

Location

 

Derivatives

 

 

 

 

2020

 

 

2019

 

 

2018

 

 

2023

 

 

2022

 

 

2021

 

Commodity contracts

 

Cost of products sold

 

$

(8,829

)

 

$

2,269

 

 

$

14,572

 

 

Cost of products sold

 

$

3,300

 

 

$

3,311

 

 

$

(27,777

)

Foreign exchange contracts

 

Cost of products sold

 

 

(3,035

)

 

 

(59

)

 

 

3,609

 

 

Cost of products sold

 

 

(856

)

 

 

11,641

 

 

 

8,114

 

Total

 

 

 

$

(11,864

)

 

$

2,210

 

 

$

18,181

 

 

$

2,444

 

 

$

14,952

 

 

$

(19,663

)

At December 31, 2020,2023, natural gas swaps covering approximately 22.444.0 million MMBTUs (extending through December 2022)2026) were outstanding.

67


Table of Contents

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 thousands)

 

 

 

 

 

 

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, 2023

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

5,724,549

 

 

$

5,724,549

 

 

$

 

 

$

 

Short-term investments

 

 

747,479

 

 

 

747,479

 

 

 

 

 

 

 

Derivative contracts

 

 

 

 

 

 

 

 

 

 

 

 

Restricted cash and cash
   equivalents

 

 

3,494

 

 

 

3,494

 

 

 

 

 

 

 

Other assets

 

 

47,020

 

 

 

4,245

 

 

 

 

 

 

42,775

 

Total assets

 

$

6,522,542

 

 

$

6,479,767

 

 

$

 

 

$

42,775

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(23,211

)

 

$

 

 

$

(23,211

)

 

$

 

As of December 31, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

3,182,631

 

 

$

3,182,631

 

 

$

 

 

$

 

Short-term investments

 

 

576,946

 

 

 

576,946

 

 

 

 

 

 

 

Derivative contracts

 

 

34,400

 

 

 

 

 

 

34,400

 

 

 

 

Restricted cash and cash
   equivalents

 

 

80,368

 

 

 

80,368

 

 

 

 

 

 

 

Total assets

 

$

3,874,345

 

 

$

3,839,945

 

 

$

34,400

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(1,370

)

 

$

 

 

$

(1,370

)

 

$

 

 

 

 

 

 

 

(in thousands)

 

 

 

 

 

 

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, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

2,186,820

 

 

$

2,186,820

 

 

$

 

 

$

 

Short-term investments

 

 

408,004

 

 

 

408,004

 

 

 

 

 

 

 

Restricted cash and cash equivalents

 

 

115,258

 

 

 

115,258

 

 

 

 

 

 

 

Total assets

 

$

2,710,082

 

 

$

2,710,082

 

 

$

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(14,361

)

 

$

 

 

$

(14,361

)

 

$

 

As of December 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash equivalents

 

$

1,229,000

 

 

$

1,229,000

 

 

$

 

 

$

 

Short-term investments

 

 

300,040

 

 

 

300,040

 

 

 

 

 

 

 

Total assets

 

$

1,529,040

 

 

$

1,529,040

 

 

$

 

 

$

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative contracts

 

$

(19,599

)

 

$

 

 

$

(19,599

)

 

$

 

70


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 $6.05$6.22 billion at December 31, 20202023 (approximately $4.81$5.93 billion at December 31, 2019)2022). 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, 20202023 and 2019,2022, or similar debt with the same maturities, ratings and interest rates.

Disclosures are required for certain assets and liabilities that are measured at fair value, but are recognized and disclosed on a nonrecurring basis in periods subsequent to initial recognition. For Nucor, our equity investment in Duferdofin Nucor was measured at fair value as a result of the impairment charges recorded in 2020 (see Note 9).


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Table of Contents

15. Contingencies

Nucor is subject to environmental laws and regulations established by federal, state and local authorities and, accordingly, makes provisions for the estimated costs of compliance. Of the undiscounted total of $16.0 million of accrued environmental costs at December 31, 2020 ($16.4 million at December 31, 2019), $5.6 million was classified in accrued expenses and other current liabilities ($4.1 million at December 31, 2019) and $10.4 million was classified in deferred credits and other liabilities ($12.3 million at December 31, 2019). Inherent uncertainties exist in these estimates primarily due to unknown conditions, evolving remediation technology and changing governmental regulations, legal standards and enforcement priorities.

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 19.0 million shares of the Company’s common stock. As of December 31, 2020, 7.82023, 4.3 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, 2020, 0.72023, 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%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.

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A summary of activity under Nucor’s stock option plans is as follows (shares in thousands):

 

2020

 

 

2019

 

 

2018

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Weighted-

 

 

 

 

 

 

Weighted-

 

 

Year Ended December 31,

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

 

 

 

 

Average

 

 

2023

 

 

2022

 

 

2021

 

 

 

 

 

 

Exercise

 

 

 

 

 

 

Exercise

 

 

 

 

 

 

Exercise

 

 

 

 

Weighted-

 

 

 

Weighted-

 

 

 

Weighted-

 

Year Ended December 31,

 

Shares

 

 

Price

 

 

Shares

 

 

Price

 

 

Shares

 

 

Price

 

 

 

 

Average

 

 

 

Average

 

 

 

Average

 

 

 

 

Exercise

 

 

 

Exercise

 

 

 

Exercise

 

 

Shares

 

 

Price

 

 

Shares

 

 

Price

 

 

Shares

 

 

Price

 

Number of shares under stock options:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Outstanding at beginning of year

 

 

3,892

 

 

$

50.78

 

 

 

3,828

 

 

$

49.71

 

 

 

4,106

 

 

$

47.96

 

 

 

837

 

 

$

66.76

 

 

 

1,186

 

 

$

55.58

 

 

 

3,916

 

 

$

50.03

 

Granted

 

 

529

 

 

$

42.46

 

 

 

489

 

 

$

48.00

 

 

 

265

 

 

$

65.80

 

 

 

91

 

 

$

133.03

 

 

 

98

 

 

$

130.71

 

 

 

138

 

 

$

110.74

 

Exercised

 

 

(266

)

 

$

44.51

 

 

 

(425

)

 

$

37.97

 

 

 

(543

)

 

$

44.33

 

 

 

(210

)

 

$

55.85

 

 

 

(447

)

 

$

51.14

 

 

 

(2,868

)

 

$

50.65

 

Canceled

 

 

(239

)

 

$

51.58

 

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

$

 

Outstanding at end of year

 

 

3,916

 

 

$

50.03

 

 

 

3,892

 

 

$

50.78

 

 

 

3,828

 

 

$

49.71

 

 

 

718

 

 

$

78.33

 

 

 

837

 

 

$

66.76

 

 

 

1,186

 

 

$

55.58

 

Stock options exercisable at end of year

 

 

3,168

 

 

$

50.85

 

 

 

3,276

 

 

$

49.79

 

 

 

2,112

 

 

$

45.41

 

 

 

433

 

 

$

48.33

 

 

 

313

 

 

$

59.60

 

 

 

523

 

 

$

54.71

 

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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 20202023 was $3.3$24.5 million ($7.732.2 million in 20192022 and $12.6$67.8 million in 2018)2021).

The following table summarizes information about stock options outstanding at December 31, 20202023 (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

 

$35.00 - $45.00

 

 

839

 

 

6.5 years

 

$

41.94

 

 

 

376

 

 

$

41.30

 

$45.01 - $55.00

 

 

2,178

 

 

5.4 years

 

$

48.65

 

 

 

1,976

 

 

$

48.71

 

$55.01 - $65.00

 

 

650

 

 

6.4 years

 

$

59.07

 

 

 

650

 

 

$

59.07

 

$65.01 - $75.00

 

 

249

 

 

7.4 years

 

$

65.80

 

 

 

166

 

 

$

65.80

 

$35.00 - $75.00

 

 

3,916

 

 

5.9 years

 

$

50.03

 

 

 

3,168

 

 

$

50.85

 

 

 

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 - $60.00

 

 

379

 

 

6.3 years

 

$

43.06

 

 

 

379

 

 

$

43.06

 

$60.01 - $75.00

 

 

33

 

 

4.4 years

 

$

65.80

 

 

 

33

 

 

$

65.80

 

$75.01 - $100.00

 

 

 

 

0.0 years

 

$

 

 

 

 

 

$

 

$100.01 - $120.00

 

 

122

 

 

7.4 years

 

$

110.74

 

 

 

15

 

 

$

110.74

 

$120.01 - $133.03

 

 

184

 

 

8.9 years

 

$

131.86

 

 

 

6

 

 

$

130.71

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$40.00 - $133.03

 

 

718

 

 

7.1 years

 

$

78.33

 

 

 

433

 

 

$

48.33

 

As of December 31, 2020,2023, the total aggregate intrinsic value of stock options outstanding and stock options exercisable was $19.3$68.7 million and $13.3$54.5 million, respectively.

The grant date fair value of stock options granted was $7.56$49.62 per share in 20202023 ($8.6945.27 per share in 20192022 and $15.07$32.30 per share in 2018)2021). The fair value was estimated using the Black-Scholes options pricing model with the following assumptions:

 

 

2023

 

 

2022

 

 

2021

 

Exercise price

 

$

133.03

 

 

$

130.71

 

 

$

110.74

 

Expected dividend yield

 

 

1.53

%

 

 

1.53

%

 

 

1.46

%

Expected stock price volatility

 

 

37.55

%

 

 

35.77

%

 

 

32.86

%

Risk-free interest rate

 

 

3.66

%

 

 

2.98

%

 

 

1.28

%

Expected life (years)

 

 

6.5

 

 

 

6.5

 

 

 

6.5

 

72


 

 

2020

 

2019

 

2018

Exercise price

 

$42.46

 

$48.00

 

$65.80

Expected dividend yield

 

3.79%

 

3.33%

 

2.31%

Expected stock price volatility

 

30.12%

 

25.57%

 

25.28%

Risk-free interest rate

 

0.50%

 

2.03%

 

2.85%

Expected life (in 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 $2.7$4.7 million in 20202023 ($4.75.4 million in 20192022 and $4.6$3.8 million in 2018)2021). As of December 31, 2020,2023, unrecognized compensation expense related to stock options was $2.5$2.0 million, which is expected to be recognized over a weighted-average period of 2.21.9 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

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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):

 

2020

 

2019

 

2018

 

 

 

Grant Date

 

 

 

Grant Date

 

 

 

Grant Date

 

Year Ended December 31,

 

Year Ended December 31,

 

Shares

 

Fair Value

 

Shares

 

Fair Value

 

Shares

 

Fair Value

 

2023

 

 

2022

 

 

2021

 

 

 

 

Grant Date

 

 

Grant Date

 

 

Grant Date

 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

Restricted stock units:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unvested at beginning of year

 

1,776

 

$52.60

 

1,246

 

$59.09

 

1,071

 

$52.62

 

 

1,003

 

 

$

98.66

 

 

 

1,167

 

 

$

60.45

 

 

 

1,830

 

 

$

47.33

 

Granted

 

1,246

 

$42.46

 

1,770

 

$48.00

 

1,013

 

$65.80

 

 

831

 

 

$

133.03

 

 

 

774

 

 

$

130.71

 

 

 

397

 

 

$

110.74

 

Vested

 

(1,166)

 

$50.10

 

(1,207)

 

$52.43

 

(827)

 

$58.98

 

 

(873

)

 

$

102.79

 

 

 

(916

)

 

$

77.21

 

 

 

(997

)

 

$

57.09

 

Canceled

 

(26)

 

$49.75

 

(33)

 

$57.09

 

(11)

 

$55.02

 

 

(14

)

 

$

106.76

 

 

 

(22

)

 

$

93.73

 

 

 

(63

)

 

$

49.54

 

Unvested at end of year

 

1,830

 

$47.33

 

1,776

 

$52.60

 

1,246

 

$59.09

 

 

947

 

 

$

124.89

 

 

 

1,003

 

 

$

98.66

 

 

 

1,167

 

 

$

60.45

 

Compensation expense for RSUs was $58.6$88.1 million in 20202023 ($69.180.4 million in 20192022 and $54.3$52.1 million in 2018)2021). The total fair value of shares vested during 20202023 was $49.8$120.7 million ($58.8120.0 million in 20192022 and $54.4$109.5 million in 2018)2021). As of December 31, 2020,2023, unrecognized compensation expense related to unvested RSUs was $53.7$83.9 million, which is expected to be recognized over a weighted-average period of 1.3 years.

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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.

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Table of Contents

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%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):

 

2020

 

 

2019

 

 

2018

 

 

 

 

 

 

Grant Date

 

 

 

 

 

 

Grant Date

 

 

 

 

 

 

Grant Date

 

 

Year Ended December 31,

 

Year Ended December 31,

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

 

Shares

 

 

Fair Value

 

 

2023

 

 

2022

 

 

2021

 

 

 

 

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

 

 

147

 

 

$

60.81

 

 

 

130

 

 

$

62.97

 

 

 

91

 

 

$

54.50

 

 

 

209

 

 

$

108.55

 

 

 

107

 

 

$

57.17

 

 

 

127

 

 

$

49.94

 

Granted

 

 

348

 

 

$

36.15

 

 

 

316

 

 

$

58.04

 

 

 

256

 

 

$

67.68

 

 

 

414

 

 

$

171.38

 

 

 

465

 

 

$

128.62

 

 

 

262

 

 

$

65.61

 

Vested

 

 

(368

)

 

$

41.22

 

 

 

(299

)

 

$

58.82

 

 

 

(217

)

 

$

64.95

 

 

 

(406

)

 

$

152.68

 

 

 

(356

)

 

$

119.29

 

 

 

(273

)

 

$

62.17

 

Canceled

 

 

 

 

$

 

 

 

 

 

$

 

 

 

 

 

$

 

 

 

(7

)

 

$

154.05

 

 

 

(7

)

 

$

113.86

 

 

 

(9

)

 

$

48.75

 

Unvested at end of year

 

 

127

 

 

$

49.94

 

 

 

147

 

 

$

60.81

 

 

 

130

 

 

$

62.97

 

 

 

210

 

 

$

145.55

 

 

 

209

 

 

$

108.55

 

 

 

107

 

 

$

57.17

 

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 $12.5$37.8 million in 20202023 ($16.651.0 million in 20192022 and $14.6$79.9 million in 2018)2021). The total fair value of shares vested during 20202023 was $13.5$68.8 million ($17.345.9 million in 20192022 and $14.7$19.6 million in 2018)2021). As of December 31, 2020,2023, unrecognized compensation expense related to unvested restricted stock awards was $1.2$7.5 million, which is expected to be recognized over a weighted-average period of 1.51.6 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 $86.6$611.1 million in 20202023 ($181.4994.2 million in 20192022 and $307.9$869.9 million in 2018)2021). The related liability for these benefits is included in salaries, wages and related accruals in the consolidated balance sheets.

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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 $28.2$33.2 million at December 31, 20202023 ($27.025.6 million at December 31, 2019)2022). The expense associated with this early retiree medical plan totaled $2.5$0.3 million in 20202023 ($2.02.3 million in 20192022 and $2.1$1.8 million in 2018)2021). The discount rate used by Nucor in determining its benefit obligation was 2.40%5.01% in 2020 (3.23%2023 (5.24% in 20192022 and 4.24%2.81% in 2018)2021). The health care cost increase trend rate used was 5.7%6.8% in 2020 (6.0%2023 (6.3% in 20192022 and 6.3%5.3% in 2018)2021). The health care cost increase trend rate is projected to decline gradually to 4.5%4.0% by 2037.2049.

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18. Interest (Income) Expense (Income)

The components of net interest (income) expense are as follows (in thousands):

 

Year Ended December 31,

 

 

Year Ended December 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2023

 

 

2022

 

 

2021

 

Interest expense

 

$

166,613

 

 

$

157,358

 

 

$

161,256

 

 

$

245,954

 

 

$

218,911

 

 

$

163,121

 

Interest income

 

 

(13,415

)

 

 

(35,933

)

 

 

(25,721

)

 

 

(275,586

)

 

 

(48,695

)

 

 

(4,267

)

Interest expense, net

 

$

153,198

 

 

$

121,425

 

 

$

135,535

 

 

$

(29,632

)

 

$

170,216

 

 

$

158,854

 

Interest paid was $181.2$257.1 million in 20202023 ($172.6229.5 million in 20192022 and $165.7$170.7 million in 2018)2021).

19. Income Taxes

Components of earnings before income taxes and noncontrolling interests are as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

United States

 

$

6,203,409

 

 

$

10,212,850

 

 

$

9,076,921

 

Foreign

 

 

69,348

 

 

 

31,994

 

 

 

123,937

 

 

$

6,272,757

 

 

$

10,244,844

 

 

$

9,200,858

 

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

United States

 

$

1,215,909

 

 

$

1,806,704

 

 

$

3,160,111

 

Foreign

 

 

(380,371

)

 

 

(23,897

)

 

 

69,280

 

 

 

$

835,538

 

 

$

1,782,807

 

 

$

3,229,391

 

The provision for income taxes consists of the following (in thousands):

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Current:

 

 

 

 

 

 

 

 

 

Federal

 

$

1,127,369

 

 

$

1,894,848

 

 

$

1,753,376

 

State

 

 

194,186

 

 

 

304,323

 

 

 

293,752

 

Foreign

 

 

16,992

 

 

 

12,882

 

 

 

19,695

 

Total current

 

 

1,338,547

 

 

 

2,212,053

 

 

 

2,066,823

 

Deferred:

 

 

 

 

 

 

 

 

 

Federal

 

 

20,621

 

 

 

77,961

 

 

 

10,916

 

State

 

 

(18,738

)

 

 

(120,440

)

 

 

(3,042

)

Foreign

 

 

19,536

 

 

 

(4,370

)

 

 

3,791

 

Total deferred

 

 

21,419

 

 

 

(46,849

)

 

 

11,665

 

Total provision for income taxes

 

$

1,359,966

 

 

$

2,165,204

 

 

$

2,078,488

 

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Current:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

$

(177,159

)

 

$

241,074

 

 

$

633,868

 

State

 

 

(4,298

)

 

 

62,685

 

 

 

96,622

 

Foreign

 

 

18,131

 

 

 

8,981

 

 

 

14,800

 

Total current

 

 

(163,326

)

 

 

312,740

 

 

 

745,290

 

Deferred:

 

 

 

 

 

 

 

 

 

 

 

 

Federal

 

 

177,035

 

 

 

101,946

 

 

 

4,953

 

State

 

 

(25,500

)

 

 

8,013

 

 

 

6,847

 

Foreign

 

 

11,301

 

 

 

(10,802

)

 

 

(8,783

)

Total deferred

 

 

162,836

 

 

 

99,157

 

 

 

3,017

 

Total provision for income taxes

 

$

(490

)

 

$

411,897

 

 

$

748,307

 

75


73


Table of Contents

A reconciliation of the federal statutory tax rate (21%(21%) to the total provision is as follows:

 

Year Ended December 31,

 

Year Ended December 31,

 

 

2020

 

2019

 

2018

 

2023

 

 

2022

 

 

2021

 

Taxes computed at statutory rate

 

21.00%

 

21.00%

 

21.00%

 

 

21.00

%

 

 

21.00

%

 

 

21.00

%

State income taxes, net of federal income tax benefit

 

-3.36%

 

3.16%

 

2.52%

 

 

2.14

%

 

 

1.41

%

 

 

2.49

%

Federal research credit

 

-0.79%

 

-0.34%

 

-0.14%

 

 

-0.51

%

 

 

-0.10

%

 

 

-0.07

%

Equity in losses of foreign joint venture

 

0.64%

 

0.19%

 

0.08%

 

 

0.17

%

 

 

0.11

%

 

 

 

Impairment on investment in foreign joint venture

 

11.20%

 

 

Tax loss on investment in foreign joint venture

 

-22.73%

 

 

Foreign rate differential

 

1.15%

 

 

-0.07%

 

 

0.10

%

 

 

 

 

 

-0.03

%

Noncontrolling interests

 

-2.88%

 

-1.18%

 

-0.78%

 

 

-1.27

%

 

 

-0.85

%

 

 

-0.67

%

Tax Reform Act

 

 

 

0.18%

CARES Act NOL carryback

 

-5.77%

 

 

Other, net

 

1.49%

 

0.27%

 

0.38%

 

 

0.05

%

 

 

-0.44

%

 

 

-0.13

%

Provision for income taxes

 

-0.06%

 

23.10%

 

23.17%

 

 

21.68

%

 

 

21.13

%

 

 

22.59

%

For the year ended December 31, 2020,2023, the effective tax rate on continuing operations decreased 23.16% versuswas 21.68% compared to 21.13% for the prior year to -0.06%.  ended December 31, 2022.

The decrease in the2023 effective tax rate was primarily dueincludes an increased impact, when compared to 2022, from the Federal research credit and Noncontrolling interests lines. The 2022 effective tax rate included a net tax benefit of $201.9$76.4 million (-24.16%(-0.75%) for astate tax loss on our investment in Duferdofin Nucor,credits, and a net tax benefit of $45.2$88.0 million (-5.41%,(-0.86%) related to a change in the valuation allowance of a state deferred tax asset. Both items are included in the State income taxes, net of federal income tax benefit line) for state tax credits, and a federal tax benefit of $48.2 million (-5.77%, included in the CARES Act NOL carryback line) for the carryback of a federal tax net operating loss (an “NOL”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). These benefits were all recognized in 2020 and were somewhat offset by the rate impact (11.2%) of financial statement impairments of $445.6 million which did not affect the provision for income taxes. The total benefit for the tax loss on our investment in Duferdofin Nucor is reflected on the Tax loss on investment in foreign joint venture line (-22.73%) and the State income taxes, net of federal income tax benefit line (-1.43%).  The CARES Act allows for an NOL generated in 2020 to be carried back to taxable years where the federal income tax rate was 35%. The difference in the tax rate in 2020 and tax years before the enactment of the Tax Cuts and Jobs Act of 2017 is the main driver of the federal tax NOL benefit in 2020, but this is somewhat offset by the partial loss of the domestic manufacturing deduction in the carryback year.  line.

The 2018 effective tax rate included the write-off of $21.3 million (0.66%, included in the Other, net line for 2018) of deferred tax assets due to the change in the tax status of a subsidiary in 2018.    

74


Table of Contents

Deferred tax assets and liabilities resulted from the following (in thousands):

 

December 31,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2023

 

 

2022

 

Deferred tax assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Accrued liabilities and reserves

 

$

171,998

 

 

$

146,658

 

 

$

252,794

 

 

$

236,132

 

Allowance for doubtful accounts

 

 

16,434

 

 

 

18,479

 

 

 

39,102

 

 

 

55,160

 

Inventory

 

 

62,755

 

 

 

79,363

 

 

 

141,460

 

 

 

143,384

 

Research and development expenditures

 

 

133,935

 

 

 

42,109

 

Post-retirement benefits

 

 

12,714

 

 

 

10,288

 

 

 

8,571

 

 

 

7,997

 

Commodity hedges

 

 

4,033

 

 

 

5,164

 

Hedges

 

 

5,146

 

 

 

 

Net operating loss carryforward

 

 

63,952

 

 

 

59,083

 

 

 

93,794

 

 

 

30,295

 

Tax credit carryforwards

 

 

187,267

 

 

 

164,132

 

 

 

215,630

 

 

 

162,498

 

Other deferred tax assets

 

 

10,674

 

 

 

8,508

 

 

 

12,016

 

 

 

10,894

 

Valuation allowance

 

 

(207,653

)

 

 

(192,295

)

 

 

(210,084

)

 

 

(77,510

)

Total deferred tax assets

 

 

322,174

 

 

 

299,380

 

 

 

692,364

 

 

 

610,959

 

Deferred tax liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Holdbacks and amounts not due under contracts

 

 

(14,051

)

 

 

(12,930

)

 

 

(15,714

)

 

 

(16,016

)

Hedges

 

 

 

 

 

(7,426

)

Intangibles

 

 

(177,061

)

 

 

(171,531

)

 

 

(706,174

)

 

 

(724,450

)

Property, plant and equipment

 

 

(680,688

)

 

 

(545,890

)

 

 

(1,170,080

)

 

 

(1,050,579

)

Other deferred tax liabilities

 

 

(48,579

)

 

 

(51,726

)

Book/Tax differences on debt modifications

 

 

(46,813

)

 

 

-

 

 

 

(43,869

)

 

 

(45,458

)

Total deferred tax liabilities

 

 

(918,613

)

 

 

(730,351

)

 

 

(1,984,416

)

 

 

(1,895,655

)

Total net deferred tax liabilities

 

$

(596,439

)

 

$

(430,971

)

 

$

(1,292,052

)

 

$

(1,284,696

)

Non-current deferred tax assets included in other assets in the consolidated balance sheets were $40.7 million at December 31, 2023 ($19.3 million at December 31, 2022). Non-current deferred tax liabilities included in deferred credits and other liabilities in the consolidated balance sheets were $596.4 million$1.33 billion at December 31, 2020 ($431.0 million2023 ( $1.30 billion at December 31, 2019)2022). Current federal and state income taxes receivable included in other current assets in the consolidated balance sheets were $456.1$346.1 million at December 31, 20202023 ($240.8564.7 million at December 31, 2019)2022). Nucor paid $50.3 million$1.06 billion in net federal, state and foreign income taxes in 20202023 ($525.2 million2.63 billion and $561.1 million$1.68 billion in 20192022 and 2018,2021, 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

76


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 of a nontaxable manner.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 $1.41 billion at December 31, 2020 ($681.8$185.1 million at December 31, 2019)2023 ($285.4 million at December 31, 2022). If unused, they will expire between 20212024 and 2040.2043. Foreign NOL carryforwards were $142.3$325.6 million at December 31, 20202023 ($149.879.4 million at December 31, 2019)2022). If unused, the foreign NOL carryforwards will expire between 20212026 and 2040.      2042.

At December 31, 2020,2023, Nucor had approximately $48.0$188.3 million of unrecognized tax benefits, of which $47.3$187.6 million would affect Nucor's effective tax rate, if recognized. At December 31, 2019,2022, Nucor had approximately $50.9$141.7 million of unrecognized tax benefits, of which $50.2$141.1 million would affect Nucor's effective tax rate, if recognized.

75


Table of Contents

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 thousands):

 

December 31,

 

 

December 31,

 

 

2020

 

 

2019

 

 

2018

 

 

2023

 

 

2022

 

 

2021

 

Balance at beginning of year

 

$

50,920

 

 

$

48,605

 

 

$

48,845

 

 

$

141,692

 

 

$

95,136

 

 

$

47,965

 

Additions based on tax positions related to current year

 

 

4,138

 

 

 

9,272

 

 

 

16,424

 

 

 

44,113

 

 

 

54,438

 

 

 

52,853

 

Reductions based on tax positions related to

current year

 

 

0

 

 

 

0

 

 

 

0

 

 

 

 

 

 

 

 

 

 

Additions based on tax positions related to prior years

 

 

223

 

 

 

2,106

 

 

 

199

 

 

 

9,886

 

 

 

13,473

 

 

 

2,405

 

Reductions based on tax positions related to

prior years

 

 

 

 

 

(2,863

)

 

 

(8,198

)

 

 

(496

)

 

 

(9,275

)

 

 

(3,060

)

Reductions due to settlements with taxing authorities

 

 

 

 

 

(1,514

)

 

 

(2,160

)

 

 

 

 

 

 

 

 

 

Reductions due to statute of limitations lapse

 

 

(7,316

)

 

 

(4,686

)

 

 

(6,505

)

 

 

(6,941

)

 

 

(12,080

)

 

 

(5,027

)

Balance at end of year

 

$

47,965

 

 

$

50,920

 

 

$

48,605

 

 

$

188,254

 

 

$

141,692

 

 

$

95,136

 

We estimate that in the next 12 months, our gross uncertain tax positions, exclusive of interest, could decrease by as much as $7.3$5.6 million, as a result of the expiration of the applicable statute of limitations.

During 2020,2023, Nucor recognized $0.1$10.4 million of expense in interest and penalties ($0.79.4 million of expense in 20192022 and $4.0$5.5 million of benefitexpense in 2018)2021). 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, 2020,2023, Nucor had approximately $12.0$37.4 million of accrued interest and penalties related to uncertain tax positions (approximately $11.9$26.9 million at December 31, 2019)2022). 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 year 2016.years 2016 and 2018. The tax years 20152017, 2021, and 2017 through 20192022 remain open to examination by the Internal Revenue Service.IRS. The 2015 through 2021 Canadian income tax returns for Harris Steel Group Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 20142016 through 20192022 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada, Trinidad & Tobago, and other state and local jurisdictions).

77


20. Accumulated Other Comprehensive Income (Loss)

The following tables reflect the changes in accumulated other comprehensive income (loss) by component (in thousands):

 

 

Gains and
(Losses) on

 

 

Foreign
Currency

 

 

Adjustment
to Early

 

 

 

 

 

 

Hedging
Derivatives

 

 

Gains
(Losses)

 

 

Retiree
Medical Plan

 

 

Total

 

December 31, 2022

 

$

26,100

 

 

$

(180,216

)

 

$

16,599

 

 

$

(137,517

)

Other comprehensive income
   (loss) before reclassifications

 

 

(52,077

)

 

 

21,041

 

 

 

(4,787

)

 

 

(35,823

)

Amounts reclassified from
   accumulated other
   comprehensive income
   (loss) into earnings
(1)

 

 

12,077

 

 

 

 

 

 

(809

)

 

 

11,268

 

Net current-period other
   comprehensive income (loss)

 

 

(40,000

)

 

 

21,041

 

 

 

(5,596

)

 

 

(24,555

)

December 31, 2023

 

$

(13,900

)

 

$

(159,175

)

 

$

11,003

 

 

$

(162,072

)

 

 

Gains and (Losses) on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gains (Losses)

 

 

Retiree Medical Plan

 

 

Total

 

December 31, 2019

 

$

(14,000

)

 

$

(296,773

)

 

$

7,807

 

 

$

(302,966

)

Other comprehensive income

   (loss) before reclassifications

 

 

2,084

 

 

 

17,306

 

 

 

(1,213

)

 

 

18,177

 

Amounts reclassified from

   accumulated other

   comprehensive income

   (loss) into earnings (1)

 

 

7,216

 

 

 

158,640

 

 

 

72

 

 

 

165,928

 

Net current-period other

   comprehensive income (loss)

 

 

9,300

 

 

 

175,946

 

 

 

(1,141

)

 

 

184,105

 

December 31, 2020

 

$

(4,700

)

 

$

(120,827

)

 

$

6,666

 

 

$

(118,861

)

(1)
Includes $12,077 and $(809) net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net gains on commodity contracts and adjustment to early retiree medical plan, respectively. The tax impacts of these reclassifications were $3,800 and $(255), respectively.

 

 

Gains and
(Losses) on

 

 

Foreign
Currency

 

 

Adjustment
to Early

 

 

 

 

 

 

Hedging
Derivatives

 

 

Gains
(Losses)

 

 

Retiree
Medical Plan

 

 

Total

 

December 31, 2021

 

$

1,112

 

 

$

(124,868

)

 

$

8,474

 

 

$

(115,282

)

Other comprehensive income
   (loss) before reclassifications

 

 

76,542

 

 

 

(55,348

)

 

 

6,328

 

 

 

27,522

 

Amounts reclassified from
   accumulated other
   comprehensive income
   (loss) into earnings
(2)

 

 

(51,554

)

 

 

 

 

 

1,797

 

 

 

(49,757

)

Net current-period other
   comprehensive income (loss)

 

 

24,988

 

 

 

(55,348

)

 

 

8,125

 

 

 

(22,235

)

December 31, 2022

 

$

26,100

 

 

$

(180,216

)

 

$

16,599

 

 

$

(137,517

)

76


Table(2)
Includes $(51,554) and $1,797 net-of-tax impact of Contents

(1)

Includes $7,216 and $72 net-of-tax impact of accumulated other comprehensive income 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 $2,500 and $17, respectively. Also includes a $158.6 million reclassification of cumulative foreign currency translation losses into losses and impairments of assets, of which there was no tax impact.

 

 

Gains and (Losses) on

 

 

Foreign Currency

 

 

Adjustment to Early

 

 

 

 

 

 

 

Hedging Derivatives

 

 

Gains (Losses)

 

 

Retiree Medical Plan

 

 

Total

 

December 31, 2018

 

$

(6,500

)

 

$

(304,646

)

 

$

7,013

 

 

$

(304,133

)

Other comprehensive income

   (loss) before reclassifications

 

 

(9,833

)

 

 

7,873

 

 

 

(1,148

)

 

 

(3,108

)

Amounts reclassified from

   accumulated other

   comprehensive income

   (loss) into earnings (2)

 

 

2,333

 

 

 

 

 

 

57

 

 

 

2,390

 

Net current-period other

   comprehensive income (loss)

 

 

(7,500

)

 

 

7,873

 

 

 

(1,091

)

 

 

(718

)

Other

 

 

 

 

 

 

 

 

1,885

 

 

 

1,885

 

December 31, 2019

 

$

(14,000

)

 

$

(296,773

)

 

$

7,807

 

 

$

(302,966

)

(2)

Includes $2,333 and $57 net-of-tax impact of accumulated other comprehensive income 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 $700 and $49, respectively.

In December 2020, Nucor closedaccumulated other comprehensive income (loss) reclassifications into cost of products sold for net gains on an agreementcommodity contracts and adjustment to transfer its 50% interest in Duferdofin Nucor to the ownerearly retiree medical plan, respectively. The tax impacts of the remaining 50% interest. As a result, $158.6 million of cumulative foreign currency translation losses related to our investment was reclassified into earnings in the fourth quarter. The non-cash charge is included in the steel mills segmentthese reclassifications were $(16,400) and in losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2020.$671, respectively.

78


21. Earnings Per Share

The computations of basic and diluted net earnings per share are as follows (in thousands, except per share data):

Year Ended December 31,

 

2023

 

 

2022

 

 

2021

 

Basic net earnings per share:

 

 

 

 

 

 

 

 

 

Basic net earnings

 

$

4,524,801

 

 

$

7,607,337

 

 

$

6,827,461

 

Earnings allocated to participating securities

 

 

(16,946

)

 

 

(31,172

)

 

 

(32,311

)

Net earnings available to common stockholders

 

$

4,507,855

 

 

$

7,576,165

 

 

$

6,795,150

 

Basic average shares outstanding

 

 

249,773

 

 

 

262,348

 

 

 

292,491

 

Basic net earnings per share

 

$

18.05

 

 

$

28.88

 

 

$

23.23

 

Diluted net earnings per share:

 

 

 

 

 

 

 

 

 

Diluted net earnings

 

$

4,524,801

 

 

$

7,607,337

 

 

$

6,827,461

 

Earnings allocated to participating securities

 

 

(16,897

)

 

 

(31,057

)

 

 

(32,190

)

Net earnings available to common stockholders

 

$

4,507,904

 

 

$

7,576,280

 

 

$

6,795,271

 

Diluted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic average shares outstanding

 

 

249,773

 

 

 

262,348

 

 

 

292,491

 

Dilutive effect of stock options and other

 

 

639

 

 

 

828

 

 

 

899

 

 

 

 

250,412

 

 

 

263,176

 

 

 

293,390

 

Diluted net earnings per share

 

$

18.00

 

 

$

28.79

 

 

$

23.16

 

Year Ended December 31,

 

2020

 

 

2019

 

 

2018

 

Basic net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic net earnings

 

$

721,470

 

 

$

1,271,143

 

 

$

2,360,767

 

Earnings allocated to participating securities

 

 

(4,356

)

 

 

(7,035

)

 

 

(9,344

)

Net earnings available to common stockholders

 

$

717,114

 

 

$

1,264,108

 

 

$

2,351,423

 

Basic average shares outstanding

 

 

303,168

 

 

 

305,040

 

 

 

315,858

 

Basic net earnings per share

 

$

2.37

 

 

$

4.14

 

 

$

7.44

 

Diluted net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net earnings

 

$

721,470

 

 

$

1,271,143

 

 

$

2,360,767

 

Earnings allocated to participating securities

 

 

(4,359

)

 

 

(7,034

)

 

 

(9,317

)

Net earnings available to common stockholders

 

$

717,111

 

 

$

1,264,109

 

 

$

2,351,450

 

Diluted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic average shares outstanding

 

 

303,168

 

 

 

305,040

 

 

 

315,858

 

Dilutive effect of stock options and other

 

 

103

 

 

 

463

 

 

 

875

 

 

 

 

303,271

 

 

 

305,503

 

 

 

316,733

 

Diluted net earnings per share

 

$

2.36

 

 

$

4.14

 

 

$

7.42

 

77


Table of Contents

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,

 

2023

 

 

2022

 

 

2021

 

Anti-dilutive stock options:

 

 

 

 

 

 

 

 

 

Weighted-average shares

 

 

-

 

 

 

25

 

 

 

145

 

Weighted-average exercise price

 

$

-

 

 

$

130.71

 

 

$

91.06

 

Year Ended December 31,

 

2020

 

 

2019

 

 

2018

 

Anti-dilutive stock options:

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares

 

 

2,972

 

 

963

 

 

156

 

Weighted-average exercise price

 

$

51.87

 

 

$

60.92

 

 

$

65.80

 

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 DuferdofinNuMit and NJSM (the latter of which Nucor (which was exitedacquired an additional 1% interest in the fourth quarter of 2020), NuMit and Nucor-JFE.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, and wire and wire mesh.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.

NetCorporate/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 are shown under Corporate/eliminations.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.


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Nucor’s results by segment arewere as follows (in thousands):

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Net sales to external customers:

 

 

 

 

 

 

 

 

 

Steel mills

 

$

20,092,662

 

 

$

24,189,858

 

 

$

24,145,396

 

Steel products

 

 

12,758,939

 

 

 

15,060,328

 

 

 

9,727,943

 

Raw materials

 

 

1,861,900

 

 

 

2,262,281

 

 

 

2,610,600

 

 

$

34,713,501

 

 

$

41,512,467

 

 

$

36,483,939

 

Intercompany sales:

 

 

 

 

 

 

 

 

 

Steel mills

 

$

4,812,479

 

 

$

5,859,367

 

 

$

6,297,688

 

Steel products

 

 

455,816

 

 

 

547,219

 

 

 

360,063

 

Raw materials

 

 

12,363,577

 

 

 

13,715,176

 

 

 

15,762,685

 

Corporate/eliminations

 

 

(17,631,872

)

 

 

(20,121,762

)

 

 

(22,420,436

)

 

$

 

 

$

 

 

$

 

Depreciation expense:

 

 

 

 

 

 

 

 

 

Steel mills

 

$

610,510

 

 

$

529,005

 

 

$

465,733

 

Steel products

 

 

131,189

 

 

 

115,501

 

 

 

99,248

 

Raw materials

 

 

173,657

 

 

 

171,060

 

 

 

159,886

 

Corporate

 

 

15,229

 

 

 

11,126

 

 

 

10,539

 

 

$

930,585

 

 

$

826,692

 

 

$

735,406

 

Amortization expense:

 

 

 

 

 

 

 

 

 

Steel mills

 

$

7,829

 

 

$

7,829

 

 

$

7,829

 

Steel products

 

 

202,129

 

 

 

199,379

 

 

 

93,160

 

Raw materials

 

 

27,772

 

 

 

27,734

 

 

 

28,168

 

 

$

237,730

 

 

$

234,942

 

 

$

129,157

 

Earnings before income taxes and noncontrolling
   interests:

 

 

 

 

 

 

 

 

 

Steel mills

 

$

3,712,470

 

 

$

7,199,087

 

 

$

9,735,020

 

Steel products

 

 

3,443,950

 

 

 

4,093,105

 

 

 

1,291,450

 

Raw materials

 

 

253,506

 

 

 

496,823

 

 

 

549,956

 

Corporate/eliminations

 

 

(1,137,169

)

 

 

(1,544,171

)

 

 

(2,375,568

)

 

$

6,272,757

 

 

$

10,244,844

 

 

$

9,200,858

 

Segment assets:

 

 

 

 

 

 

 

 

 

Steel mills

 

$

15,407,266

 

 

$

14,157,229

 

 

$

13,235,463

 

Steel products

 

 

10,914,870

 

 

 

12,087,145

 

 

 

7,845,010

 

Raw materials

 

 

3,546,759

 

 

 

3,383,114

 

 

 

3,870,806

 

Corporate/eliminations

 

 

5,471,604

 

 

 

2,851,722

 

 

 

871,793

 

 

$

35,340,499

 

 

$

32,479,210

 

 

$

25,823,072

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

Steel mills

 

$

1,440,478

 

 

$

1,453,277

 

 

$

1,336,276

 

Steel products

 

 

367,170

 

 

 

267,128

 

 

 

187,152

 

Raw materials

 

 

352,642

 

 

 

181,680

 

 

 

128,765

 

Corporate

 

 

54,920

 

 

 

50,380

 

 

 

48,171

 

 

$

2,215,210

 

 

$

1,952,465

 

 

$

1,700,364

 

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Net sales to external customers:

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

12,109,307

 

 

$

13,933,950

 

 

$

16,245,218

 

Steel products

 

 

6,623,068

 

 

 

6,990,064

 

 

 

6,796,501

 

Raw materials

 

 

1,407,283

 

 

 

1,664,844

 

 

 

2,025,560

 

 

 

$

20,139,658

 

 

$

22,588,858

 

 

$

25,067,279

 

Intercompany sales:

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

3,036,790

 

 

$

3,304,437

 

 

$

3,924,160

 

Steel products

 

 

248,477

 

 

 

233,728

 

 

 

207,003

 

Raw materials

 

 

8,153,841

 

 

 

8,784,397

 

 

 

11,460,645

 

Corporate/eliminations

 

 

(11,439,108

)

 

 

(12,322,562

)

 

 

(15,591,808

)

 

 

$

 

 

$

 

 

$

 

Depreciation expense:

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

449,290

 

 

$

401,609

 

 

$

378,146

 

Steel products

 

 

93,184

 

 

 

85,276

 

 

 

80,681

 

Raw materials

 

 

150,474

 

 

 

151,124

 

 

 

161,666

 

Corporate

 

 

9,163

 

 

 

10,902

 

 

 

10,386

 

 

 

$

702,110

 

 

$

648,911

 

 

$

630,879

 

Amortization expense:

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

7,334

 

 

$

8,624

 

 

$

9,400

 

Steel products

 

 

47,773

 

 

 

49,914

 

 

 

51,997

 

Raw materials

 

 

28,249

 

 

 

27,204

 

 

 

27,361

 

 

 

$

83,356

 

 

$

85,742

 

 

$

88,758

 

Earnings (loss) before income taxes and noncontrolling

   interests:

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

720,151

 

 

$

1,790,694

 

 

$

3,500,085

 

Steel products

 

 

690,547

 

 

 

511,145

 

 

 

467,105

 

Raw materials

 

 

23,621

 

 

 

(28,244

)

 

 

236,241

 

Corporate/eliminations

 

 

(598,781

)

 

 

(490,788

)

 

 

(974,040

)

 

 

$

835,538

 

 

$

1,782,807

 

 

$

3,229,391

 

Segment assets:

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

9,708,260

 

 

$

9,283,216

 

 

$

9,244,086

 

Steel products

 

 

4,461,042

 

 

 

4,610,628

 

 

 

4,734,636

 

Raw materials

 

 

3,324,489

 

 

 

3,316,479

 

 

 

3,492,126

 

Corporate/eliminations

 

 

2,631,603

 

 

 

1,134,343

 

 

 

449,740

 

 

 

$

20,125,394

 

 

$

18,344,666

 

 

$

17,920,588

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

 

 

 

Steel mills

 

$

1,238,132

 

 

$

1,133,089

 

 

$

720,310

 

Steel products

 

 

135,511

 

 

 

93,848

 

 

 

88,585

 

Raw materials

 

 

125,213

 

 

 

244,818

 

 

 

169,926

 

Corporate

 

 

28,259

 

 

 

40,315

 

 

 

18,435

 

 

 

$

1,527,116

 

 

$

1,512,070

 

 

$

997,256

 

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Net sales by product were as follows (in thousands). Further product group breakdown is impracticable.

 

 

Year Ended December 31,

 

 

 

2023

 

 

2022

 

 

2021

 

Net sales to external customers:

 

 

 

 

 

 

 

 

 

Sheet

 

$

9,146,676

 

 

$

11,437,799

 

 

$

12,675,679

 

Bar

 

 

5,993,751

 

 

 

7,031,798

 

 

 

6,039,187

 

Structural

 

 

2,429,211

 

 

 

2,928,072

 

 

 

2,597,768

 

Plate

 

 

2,523,024

 

 

 

2,792,188

 

 

 

2,832,762

 

Tubular Products

 

 

1,588,211

 

 

 

1,944,532

 

 

 

2,194,732

 

Rebar Fabrication

 

 

2,181,929

 

 

 

2,205,960

 

 

 

1,794,658

 

Joist

 

 

2,211,965

 

 

 

2,958,235

 

 

 

1,351,235

 

Deck

 

 

1,712,474

 

 

 

2,392,438

 

 

 

1,167,162

 

Other Steel Products

 

 

5,064,360

 

 

 

5,559,164

 

 

 

3,220,155

 

Raw Materials

 

 

1,861,900

 

 

 

2,262,281

 

 

 

2,610,601

 

 

 

$

34,713,501

 

 

$

41,512,467

 

 

$

36,483,939

 

 

 

Year Ended December 31,

 

 

 

2020

 

 

2019

 

 

2018

 

Net sales to external customers:

 

 

 

 

 

 

 

 

 

 

 

 

Sheet

 

$

5,450,507

 

 

$

6,450,506

 

 

$

7,571,765

 

Bar

 

 

3,821,158

 

 

 

4,106,640

 

 

 

4,709,292

 

Structural

 

 

1,526,283

 

 

 

1,573,248

 

 

 

1,830,476

 

Plate

 

 

1,311,360

 

 

 

1,803,556

 

 

 

2,133,685

 

Tubular Products

 

 

1,113,582

 

 

 

1,207,398

 

 

 

1,347,577

 

Rebar Fabrication

 

 

1,708,442

 

 

 

1,666,445

 

 

 

1,496,194

 

Other Steel Products

 

 

3,801,045

 

 

 

4,116,221

 

 

 

3,952,730

 

Raw Materials

 

 

1,407,283

 

 

 

1,664,844

 

 

 

2,025,560

 

 

 

$

20,139,658

 

 

$

22,588,858

 

 

$

25,067,279

 

23. Revenue

Revenue is recognizedNucor recognizes revenue when obligations under the terms of contracts with our customers are satisfied;satisfied and collection is reasonably assured; generally, this occursobligations 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 $120.2$313.8 million as of December 31, 20202023 ($108.6285.0 million as of December 31, 2019)2022), and are included in accrued expenses and other current liabilities in the consolidated balance sheets. The amount of revenue reclassified from the December 31, 20192022 contract liabilities balance during 20202023 was approximately $80.5$191.8 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.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.

81


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

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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 significant 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 relates to revenueis 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, 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 Warehouse Systems (“NWS”). The majority of NWS’s revenues are related to supply and installation contracts. Revenue on NWS’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.

82


Raw Materials Segment

The majority of the raw materials segment revenue from outside customers is generated by The David J. Joseph Company and its affiliates.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.

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Table of Contents

24. Restricted Cash and Cash Equivalents

As of December 31, 2020,2023, restricted cash and cash equivalents totaled $115.3$3.5 million ($80.4 million as of December 31, 2022), and primarily consisted of net proceeds from the issuance of $162.6$197.0 million in August 2021 and $162.6 million in July 2020 of 40-year variable-rate Green Bonds in July 2020.Bonds. The restricted cash and cash equivalents related to the debt issuance are being held in a trust account and are towill be used to partially fund the capital costs, in particular the expenditures associated with pollution prevention and control including(including waste recycling associated withand waste reduction), of the construction of Nucor’s new plate mill located in Brandenburg, Kentucky. Funds arewill be disbursed from the trust account as qualified expenditures for the construction of the Brandenburg facility are made ($47.378.9 million during 2020)2023 and $64.2 million during 2022). Interest earned on funds held in the trust account is subject to the same usage requirements as the bond proceeds principle.principal. Since the restricted cash, and interest and dividends must be used for the construction of the Brandenburg facility and relate to a long-term liability, the entire balance has been classified as a non-current asset.

25. Acquisitions

25.

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 $21.0 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. While the purchase price allocation is substantially complete, it is still preliminary and subject to change.

83


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 thousands):

Cash

 

$

11,050

 

Accounts receivable

 

 

10,968

 

Inventory

 

 

44,661

 

Other current assets

 

 

18,053

 

Property, plant and equipment

 

 

257,537

 

Goodwill

 

 

 

Other intangible assets

 

 

 

Other assets

 

 

612

 

Total assets acquired

 

 

342,881

 

Short-term debt

 

 

95,000

 

Current portion of long-term debt

 

 

50,000

 

Other current liabilities

 

 

13,502

 

Long-term debt due after one year

 

 

30,000

 

Other liabilities

 

 

1,379

 

Total liabilities assumed

 

 

189,881

 

Net assets acquired at 100%

 

 

153,000

 

Less: fair value of Noncontrolling interest

 

 

74,970

 

Net assets acquired at 51%

 

$

78,030

 

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 Warehouse Systems). 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.

84


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 thousands):

Cash

 

$

159,066

 

Accounts receivable

 

 

77,530

 

Inventory

 

 

52,515

 

Other current assets

 

 

18,177

 

Property, plant and equipment

 

 

117,392

 

Goodwill

 

 

1,033,192

 

Other intangible assets

 

 

2,389,180

 

Other assets

 

 

9,559

 

Total assets acquired

 

 

3,856,611

 

Current liabilities

 

 

75,146

 

Deferred income taxes

 

 

578,019

 

Other liabilities

 

 

7,509

 

Total liabilities assumed

 

 

660,674

 

Net assets acquired

 

$

3,195,937

 

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 thousands, except years):

 

 

 

 

 

Weighted-

 

 

 

 

 

Average Life

Customer relationships

 

$

2,242,000

 

 

25 years

Trademarks and trade names

 

 

147,000

 

 

13 years

Backlog

 

 

180

 

 

1 year

 

 

$

2,389,180

 

 

 

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 (see Note 8). The goodwill is attributable to expected synergies within the steel products segment. Goodwill recognized for tax purposes was $5.6 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 $400.0 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.

85


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 thousands):

Cash

 

$

98,537

 

Accounts receivable

 

 

159,257

 

Inventory

 

 

354,614

 

Other current assets

 

 

5,298

 

Property, plant and equipment

 

 

566,714

 

Goodwill

 

 

62,011

 

Other intangible assets

 

 

 

Other assets

 

 

7,071

 

Total assets acquired

 

 

1,253,502

 

Current portion of long-term debt

 

 

9,826

 

Other current liabilities

 

 

162,808

 

Long-term debt due after one year

 

 

67,866

 

Other liabilities

 

 

139,947

 

Total liabilities assumed

 

 

380,447

 

Net assets acquired at 100%

 

 

873,055

 

Less: Fair value of noncontrolling interest

 

 

427,797

 

Net assets acquired at 51%

 

$

445,258

 

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 $62.0 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 (see Note 8). 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.

Acquisition of IMP Business of Cornerstone

On August 9, 2021, Nucor used cash on hand to acquire the assets of the insulated metal panels, or, IMP, business of Cornerstone Building Brands, Inc. (“Cornerstone”) for a purchase price of $1.00 billion. The Company believes this acquisition will broaden the value-added solutions that Nucor Buildings group provides to targeted end markets such as warehousing, distribution and data centers. We expect these end-use markets to continue to grow in the coming years and that the use of IMP products within them will also increase. IMPs facilitate cost-effective climate control in the built environment and reduce energy usage and overall operations-related GHG emissions for owners and lessees. The acquired IMP business is comprised of two industry leading brands, CENTRIA and Metl-Span, and has seven manufacturing facilities located throughout North America, complementing Nucor’s existing IMP business, TrueCore, LLC. The IMP business financial results are included as part of the steel products segment (see Note 22) beginning on August 9, 2021, the date Nucor acquired it.

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

86


The following table summarizes the fair values of the assets acquired and liabilities assumed of the IMP business as of August 9, 2021, the date of acquisition (in thousands):

Cash

 

$

 

Accounts receivable

 

 

47,037

 

Inventory

 

 

73,000

 

Other current assets

 

 

4,478

 

Property, plant and equipment

 

 

102,966

 

Goodwill

 

 

480,167

 

Other intangible assets

 

 

364,000

 

Other assets

 

 

13,515

 

Total assets acquired

 

 

1,085,163

 

Current liabilities

 

 

46,620

 

Other liabilities

 

 

12,855

 

Total liabilities assumed

 

 

59,475

 

Net assets acquired

 

$

1,025,688

 

The following table summarizes the purchase price allocation to the identifiable intangible assets of the IMP business as of August 9, 2021, the date of acquisition (in thousands, except years):

 

 

 

 

 

Weighted-

 

 

 

 

 

Average Life

Customer relationships

 

$

309,000

 

 

10 years

Trademarks and trade name

 

 

45,000

 

 

10 years

Backlog

 

 

10,000

 

 

1 year

 

 

$

364,000

 

 

 

The goodwill of $480.2 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 $480.2 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 the IMP business and, therefore, this information is not presented.

Acquisition of Hannibal

On August 20, 2021, Nucor used cash on hand to acquire Hannibal for a purchase price of $370.0 million. Nucor purchased 100% of Hannibal's outstanding shares from its Employee Stock Ownership Plan. Hannibal is a leading national provider of steel racking solutions to warehouses. We expect that Hannibal’s business, serving customers in the e-commerce, industrial, food storage and retail segments, will also continue to grow in the coming years. Hannibal has manufacturing facilities in Los Angeles and Houston, as well as three distribution centers. Hannibal’s financial results are included as part of the steel products segment (see Note 22) beginning on August 20, 2021, the date Nucor acquired it.

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

87


The following table summarizes the fair values of the assets acquired and liabilities assumed of Hannibal as of August 20, 2021, the date of acquisition (in thousands):

Cash

 

$

124,655

 

Accounts receivable

 

 

115,728

 

Inventory

 

 

65,005

 

Other current assets

 

 

2,113

 

Property, plant and equipment

 

 

116,955

 

Goodwill

 

 

84,922

 

Other intangible assets

 

 

201,700

 

Other assets

 

 

8,776

 

Total assets acquired

 

 

719,854

 

Current liabilities

 

 

228,750

 

Finance lease obligations

 

 

80,124

 

Other liabilities

 

 

13,155

 

Total liabilities assumed

 

 

322,029

 

Net assets acquired

 

$

397,825

 

The following table summarizes the purchase price allocation to the identifiable intangible assets of Hannibal as of August 20, 2021, the date of acquisition (in thousands, except years):

 

 

 

 

 

Weighted-

 

 

 

 

 

Average Life

Customer relationships

 

$

144,000

 

 

10 years

Trademarks and trade name

 

 

26,000

 

 

7 years

Backlog

 

 

31,700

 

 

1 year

 

 

$

201,700

 

 

 

The goodwill of $84.9 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 $84.9 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 Hannibal 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 $70.8 million, $169.6 million and $134.8 million in 2023, 2022 and 2021, respectively. Pro-forma results of operations for the Company would not be materially different if the aggregate acquisitions made during 2023, 2022 and 2021 were included and, therefore, this information is not presented.

26. Quarterly Information (Unaudited)

 

 

(in thousands, except per share data)

 

 

(in thousands, except per share data)

 

 

Year Ended December 31, 2020

 

 

Year Ended December 31, 2023

 

 

First Quarter

 

 

Second Quarter

 

 

Third Quarter

 

 

Fourth Quarter

 

 

First Quarter

 

 

Second Quarter

 

 

Third Quarter

 

 

Fourth Quarter

 

Net sales

 

$

5,624,337

 

 

$

4,327,306

 

 

$

4,927,960

 

 

$

5,260,055

 

 

$

8,709,980

 

 

$

9,523,256

 

 

$

8,775,734

 

 

$

7,704,531

 

Gross margin

 

 

629,268

 

 

 

377,959

 

 

 

502,195

 

 

 

718,528

 

 

 

1,998,202

 

 

 

2,501,674

 

 

 

1,920,800

 

 

 

1,393,718

 

Net earnings (1)

 

 

54,379

 

 

 

133,153

 

 

 

222,630

 

 

 

425,866

 

Net earnings before noncontrolling interests

 

 

1,231,629

 

 

 

1,587,075

 

 

 

1,221,255

 

 

 

872,832

 

Net earnings attributable to Nucor

stockholders (1)

 

 

20,331

 

 

 

108,881

 

 

 

193,415

 

 

 

398,843

 

 

 

1,136,542

 

 

 

1,461,354

 

 

 

1,141,506

 

 

 

785,399

 

Net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.07

 

 

$

0.36

 

 

$

0.63

 

 

$

1.31

 

 

$

4.47

 

 

$

5.82

 

 

$

4.58

 

 

$

3.17

 

Diluted

 

$

0.07

 

 

$

0.36

 

 

$

0.63

 

 

$

1.30

 

 

$

4.45

 

 

$

5.81

 

 

$

4.57

 

 

$

3.16

 

88


 

 

(in thousands, except per share data)

 

 

 

Year Ended December 31, 2022

 

 

 

First Quarter

 

 

Second Quarter

 

 

Third Quarter

 

 

Fourth Quarter

 

Net sales

 

$

10,493,282

 

 

$

11,794,474

 

 

$

10,500,755

 

 

$

8,723,956

 

Gross margin

 

 

3,458,139

 

 

 

4,104,263

 

 

 

2,843,391

 

 

 

2,097,487

 

Net earnings before noncontrolling interests (1)

 

 

2,227,115

 

 

 

2,727,237

 

 

 

1,799,043

 

 

 

1,326,245

 

Net earnings attributable to Nucor
   stockholders
(1)

 

 

2,095,623

 

 

 

2,561,233

 

 

 

1,694,748

 

 

 

1,255,733

 

Net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

7.69

 

 

$

9.69

 

 

$

6.51

 

 

$

4.90

 

Diluted

 

$

7.67

 

 

$

9.67

 

 

$

6.50

 

 

$

4.89

 

 

 

(in thousands, except per share data)

 

 

 

Year Ended December 31, 2019

 

 

 

First Quarter

 

 

Second Quarter

 

 

Third Quarter

 

 

Fourth Quarter

 

Net sales

 

$

6,096,624

 

 

$

5,895,986

 

 

$

5,464,502

 

 

$

5,131,746

 

Gross margin (2)

 

 

895,892

 

 

 

775,494

 

 

 

572,511

 

 

 

435,188

 

Net earnings (2)

 

 

530,793

 

 

 

412,277

 

 

 

293,587

 

 

 

134,253

 

Net earnings attributable to Nucor

   stockholders (2)

 

 

501,806

 

 

 

386,483

 

 

 

275,031

 

 

 

107,823

 

Net earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

1.63

 

 

$

1.26

 

 

$

0.90

 

 

$

0.35

 

Diluted

 

$

1.63

 

 

$

1.26

 

 

$

0.90

 

 

$

0.35

 

(1)
Fourth quarter of 2022 results include an after-tax net benefit of $60.4 million related to state tax credits, an after-tax net benefit of $88.0 million related to a change in the valuation allowance of a state deferred tax asset, and a pre-tax $96.0 million write-off of the remaining carrying value of our leasehold interest in unproved oil and gas properties. This charge is included in the raw materials segment.

89


Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

(1)

First quarter results include losses on assets of $287.8 million related to our investment in Duferdofin Nucor. Third quarter results include a restructuring charge of $16.4 million related to the realignment of Nucor’s metal buildings business. Fourth quarter results include non-cash impairment charges totaling $130.2 million related to impairments of certain inventory and long-lived assets in the steel mills segment ($103.2 million) and the write-down of our unproved natural gas well assets in the raw materials segment ($27.0 million). Also included in fourth quarter results were losses on assets of $184.0 million related to the Duferdofin Agreement, a $201.9 million tax benefit related to our investment in Duferdofin Nucor, a $39.7 million net benefit related to state tax credits and a net benefit of $48.2 million for the CARES Act carryback provision.

(2)

First quarter results include a benefit of $33.7 million related to the gain on the sale of an equity method investment in the raw materials segment. Fourth quarter results include non-cash impairment charges totaling $66.9 million related to an impairment of our proved producing natural gas well assets in the raw materials segment ($35.0 million), certain property, plant and equipment in the steel mills segment ($20.0 million) and the write-down of certain intangible assets in the steel products segment ($11.9 million).

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Table of Contents

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

None.

Item 9A.

Controls and Procedures

Evaluation of Disclosure Controls and Procedures – As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the evaluation date.

Changes in Internal Control Over Financial Reporting – There were no changes in our internal control over financial reporting during the quarter ended December 31, 20202023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Report on Internal Control Over Financial Reporting – Management’s report on internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002 and the attestation report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, on the effectiveness of Nucor’s internal control over financial reporting as of December 31, 20202023 are included in “Item 8. Financial Statements and Supplementary Data,”Data” and incorporated herein by reference.

Item 9B. Other Information.

Insider Trading Arrangements - During the quarter ended December 31, 2023, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" (as such terms are defined in Item 408 of Regulation S-K).

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

90


Item 9B.

Other Information

None.

83


Table of Contents

PART III

Item 10.Directors, Executive Officers and Corporate Governance.

Item 10.

Directors, Executive Officers and Corporate Governance

The information required by this item with respect to Nucor’s executive officers appears in Part I of this report under the heading Information About Our Executive Officers”Officers and is incorporated herein by reference. The other information required by this item is incorporated herein by reference from Nucor’s definitive proxy statement for our 20212024 Annual Meeting of Stockholders, which we expect to file with the SEC pursuant to Regulation 14A not later than 120 days after December 31, 2023 (the “Proxy Statement”), under the headings Election of Directors; Information Concerning Experience, Qualifications, Attributes and Skills of the Nominees; and Corporate Governance and Board of Directors.

Nucor has adopted a Code of Ethics for Senior Financial Professionals (the “Code of Ethics”), which is intended to qualify as a “code of ethics” within the meaning of Item 406 of Regulation S-K of the Securities Exchange Act of 1934, as amended. The Code of Ethics applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions. The Code of Ethics is available on our website, www.nucor.com.

We will disclose information pertaining to any amendment to, or waiver from, the provisions of the Code of Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relate to any element of the Code of Ethics enumerated in the SEC rules and regulations by posting this information on our website, www.nucor.com. The information contained on our website or available by hyperlink from our website is not a part of this report and is not incorporated into this report or any other documents we file with, or furnish to, the SEC.

Item 11.Executive Compensation.

Item 11.

Executive Compensation

The information required by this item is incorporated herein by reference from the Proxy Statement under the headings Executive Officer Compensation; Director Compensation;Report of the Compensation andExecutive Development Committee; and Board’s Role in Risk Oversight.

Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated herein by reference from the Proxy Statement under the headings Security Ownership of Management and Certain Beneficial Owners and Equity Compensation Plan Information.

Item 13.Certain Relationships and Related Transactions, and Director Independence.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated herein by reference from the Proxy Statement under the heading Corporate Governance and Board of Directors.

Item 14.Principal Accountant Fees and Services.

Item 14.

Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference from the Proxy Statement under the heading Fees Paid to Independent Registered Public Accounting Firm.

91


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Table of Contents

PART IV

Item 15.Exhibits and Financial Statement Schedules.

Item 15.

Exhibits and Financial Statement Schedules

Financial Statements:

The following consolidated financial statements and notes thereto, management’s report on internal control over financial reporting and the report of independent registered public accounting firm are included in “Item 8. Financial Statements and Supplementary Data”:

Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets—December 31, 2023 and 2022
Consolidated Statements of Earnings—Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Comprehensive Income—Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Stockholders’ Equity—Years Ended December 31, 2023, 2022 and 2021
Consolidated Statements of Cash Flows—Years Ended December 31, 2023, 2022 and 2021
Notes to Consolidated Financial Statements

Management’s Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets—December 31, 2020 and 2019

Consolidated Statements of Earnings—Years Ended December 31, 2020, 2019 and 2018

Consolidated Statements of Comprehensive Income—Years Ended December 31, 2020, 2019 and 2018

Consolidated Statements of Stockholders’ Equity—Years Ended December 31, 2020, 2019 and 2018

Consolidated Statements of Cash Flows—Years Ended December 31, 2020, 2019 and 2018

Notes to Consolidated Financial Statements

Schedule II is not presented as all applicable information is presented in the consolidated financial statements and notes thereto.

Exhibits:

3

Restated Certificate of Incorporation of Nucor Corporation (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed September 14, 2010 (File No. 001-04119))

3(i)

Bylaws of Nucor Corporation as amended and restated February 22, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed February 24, 2021 (File No. 001-04119))

4*4

Description of Securities of Nucor Corporation (incorporated by reference to Exhibit 4 to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119))

4(i)

Indenture, dated as of January 12, 1999, between Nucor Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 filed December 13, 2002 (File No. 333-101852))

4(ii)

Indenture, dated as of August 19, 2014, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 filed August 20, 2014 (File No. 333-198263))

4(iii)

Third Supplemental Indenture, dated as of December 3, 2007, between Nucor Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 4, 2007 (File No. 001-04119))

4(iv)

Fifth Supplemental Indenture, dated as of September 21, 2010, between Nucor Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed September 21, 2010 (File No. 001-04119))

4(v)

Sixth Supplemental Indenture, dated as of July 29, 2013, between Nucor Corporation and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119))

4(vi)4(v)

Seventh Supplemental Indenture, dated as of December 10, 2014, among Nucor Corporation, The Bank of New York Mellon, as prior trustee, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 11, 2014 (File No. 001-04119))

85


Table of Contents

4(vii)4(vi)

First Supplemental Indenture, dated as of April 26, 2018, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed April 26, 2018 (File No. 001-04119))

92


4(viii)4(vii)

Second Supplemental Indenture, dated as of May 22, 2020, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119))

4(ix)4(viii)

Third Supplemental Indenture, dated as of December 7, 2020, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 7, 2020 (File No. 001-04119))

4(x)4(ix)

Fourth Supplemental Indenture, dated as of March 11, 2022, between Nucor Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed March 11, 2022 (File No. 001-04119))

4(x)

Fifth Supplemental Indenture, dated as of May 23, 2022, between Nucor Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed May 23, 2022 (File No. 001-04119))

4(xi)

Form of 6.400% Notes due 2037 (included in Exhibit 4(iii) above) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed December 4, 2007 (File No. 001-04119))

4(xi)4(xii)

Form of 4.125% Notes due 2022 (included in Exhibit 4(iv) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed September 21, 2010 (File No. 001-04119))

4(xii)

Form of 4.000% Notes due 2023 (included in Exhibit 4(v) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119))

4(xiii)

Form of 5.200% Notes due 2043 (included in Exhibit 4(v) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119))

4(xiv)4(xiii)

Form of 3.950% Notes due 2028 (included in Exhibit 4(vii) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed April 26, 2018 (File No. 001-04119))

4(xv)4(xiv)

Form of 4.400% Notes due 2048 (included in Exhibit 4(vii) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed April 26, 2018 (File No. 001-04119))

4(xvi)4(xv)

Form of 2.000% Notes due 2025 (included in Exhibit 4(viii) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119))

4(xvii)4(xvi)

Form of 2.700% Notes due 2030 (included in Exhibit 4(viii) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119))

4(xviii)4(xvii)

Form of 2.979% Notes due 2055 (included in Exhibit 4(ix) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed December 7, 2020 (File No. 001-04119))

4(xix)4(xviii)

Registration Rights Agreement, dated asForm of December 7, 2020, among Nucor Corporation, BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as lead dealer managers, and Deutsche Bank Securities Inc., RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc., Siebert Williams Shank & Co., LLC, Fifth Third Securities, Inc., PNC Capital Markets LLC and MUFG Securities Americas Inc., as co-dealer managers3.125% Notes due 2032 (included in Exhibit 4(x) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed December 7, 2020March 11, 2022 (File No. 001-04119))

104(xix)

Form of 3.850% Notes due 2052 (included in Exhibit 4(x) above) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed March 11, 2022 (File No. 001-04119))

4(xx)

Form of 3.950% Notes due 2025 (included in Exhibit 4(xi) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed May 23, 2022 (File No. 001-04119))

4(xxi)

Form of 4.300% Notes due 2027 (included in Exhibit 4(xi) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed May 23, 2022 (File No. 001-04119))

10

Fourth Amended and Restated Multi-Year Revolving Credit Agreement, dated as of November 5, 2021, by and among Nucor Corporation and certain subsidiaries of Nucor Corporation, as borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended October 2, 2021 (File No. 001-04119))

10(i)

2005 Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 17, 2005 (File No. 001-04119)) (#)

10(i)10(ii)

Amendment No. 1 to 2005 Stock Option and Award Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 29, 2007 (File No. 001-04119)) (#)

10(ii)10(iii)

2010 Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended July 3, 2010 (File No. 001-04119)) (#)

10(iii)10(iv)

2014 Omnibus Incentive Compensation Plan, as amended and restated effective February 17, 202021, 2022 (incorporated by reference to Exhibit 10.110 to the CurrentQuarterly Report on Form 8-K filed May 18, 202010-Q for the quarter ended April 2, 2022 (File No. 001-04119)) (#)

93


10(iv)10(v)*

Amendment No.1, effective September 14, 2023, to 2014 Omnibus Incentive Compensation Plan, as amended and restated effective February 21, 2022 (#)

10(vi)

Senior Officers Annual Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) for awards granted after December 31, 2017, as amended and restated effective February 21, 2022 (included in Exhibit 10(iv) above) (incorporated by reference to Exhibit 10(iv)10.1 to the AnnualQuarterly Report on Form 10-K10-Q for the yearquarter ended December 31, 2017 (File No. 001-04119)) (#)

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Table of Contents

10(v)

Amendment No. 1 to Senior Officers Annual Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10(v) to the Annual Report on Form 10-K for the year ended December 31, 2019April 2, 2022 (File No. 001-04119)) (#)

10(vi)10(vii)

Senior Officers Long-Term Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) for awards granted after December 31, 2017, as amended and restated effective February 21, 2022(included in Exhibit 10(iv) above) (incorporated by reference to Exhibit 10(v)10.2 to the AnnualQuarterly Report on Form 10-K10-Q for the yearquarter ended December 31, 2017April 2, 2022 (File No. 001-04119)) (#)

10(vii)10(viii)

Amendment No. 1 to Senior Officers Long-Term Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) (incorporated by reference to Exhibit 10(vii) to the Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-04119)) (#)

10(viii)

Senior Officers Annual Incentive Plan, as amended and restated effective January 1, 2013, for awards granted prior to January 1, 2018 (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed March 27, 2013 (File No. 001-04119)) (#)

10(ix)10(vix)

Senior Officers Long-Term Incentive Plan, as amended and restated effective January 1, 2013, for awards granted prior to January 1, 2018 (incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A filed March 27, 2013 (File No. 001-04119)) (#)

10(x)

Form of Restricted Stock Unit Award Agreement – time-vested awards (incorporated by reference to Exhibit 10(iv) to the Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-04119)) (#)

10(xi)

Form of Restricted Stock Unit Award Agreement – retirement-vested awards (incorporated by reference to Exhibit 10(v) to the Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-04119)) (#)

10(xii)

Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended April 1, 2006 (File No. 001-04119)) (#)

10(xiii)

Form of Award Agreement for Annual Stock Option Grants used for awards granted prior to May 8, 2014 (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No. 001-04119)) (#)

10(xiv)

Form of Award Agreement for Annual Stock Option Grants used for awards granted after May 7, 2014 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended July 5, 2014 (File No. 001-04119)) (#)

10(xv)

EmploymentForm of Restricted Share Unit Award Agreement of John J. Ferriolaused for awards granted after February 21, 2022 – time-vested awards (incorporated by reference to Exhibit 10(vii)10.3 to the AnnualQuarterly Report on Form 10-K10-Q for the yearquarter ended December 31, 2001April 2, 2022 (File No. 001-04119)) (#)

10(xvi)

Amendment to EmploymentForm of Award Agreement of John J. Ferriola (incorporatedfor Annual Stock Option Grants used for awards granted after February 21, 2022(incorporated by reference to Exhibit 10(xix)10.4 to the AnnualQuarterly Report on Form 10-K10-Q for the yearquarter ended December 31, 2007April 2, 2022 (File No. 001-04119)) (#)

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Table of Contents

10(xvii)

Retirement, Separation, Waiver and Release Agreement, dated as of December 31, 2019,June 8, 2021, by and between Nucor Corporation and John J. FerriolaCraig A. Feldman (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended July 3, 2021 (File No. 001-04119)) (#)

10(xviii)

Retirement, Separation, Waiver and Release Agreement, dated as of May 24, 2022, by and between Nucor Corporation and James D. Frias (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed January 3, 2020May 25, 2022 (File No. 001-04119)) (#)

10(xviii)10(xix)

Employment Agreement of R. Joseph Stratman (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 29, 2007 (File No. 001-04119)) (#)

10(xix)

Retirement, Separation, Waiver and Release Agreement, dated as of R. Joseph StratmanJune 3, 2021, by and between Nucor Corporation and Raymond S. Napolitan, Jr. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed June 5, 20193, 2021 (File No. 001-04119)) (#)

10(xx)

Executive Employment Agreement of Craig A. Feldman (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) (#)

10(xxi)

Executive Employment Agreement of James D. Frias (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) (#)

10(xxii)

ExecutiveEmployment Agreement of Ladd R. Hall (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) (#)

10(xxiii)

Retirement, Separation, Waiver and Release Agreement, dated as of June 17, 2020,May 27, 2022, by and between Nucor Corporation and Ladd R. Hall (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed June 17, 2020 (File No. 001-04119)) (#)

10(xxiv)

ExecutiveEmployment Agreement of Raymond S. Napolitan, Jr. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) (#)

10(xxv)

ExecutiveEmployment Agreement of MaryEmily Slate (incorporated by reference to Exhibit 10.710.2 to the CurrentQuarterly Report on Form 8-K filed February 19, 202010-Q for the quarter ended July 2, 2022 (File No. 001-04119)) (#)

94


10(xxvi)10(xxi)

ExecutiveEmployment Agreement of Leon J. Topalian (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) (#)

10(xxvii)10(xxii)

ExecutiveEmployment Agreement of D. Chad Utermark (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) (#)

10(xxviii)10(xxiii)

ExecutiveEmployment Agreement of Allen C. Behr (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended July 4, 2020 (File No. 001-04119)) (#)

10(xxix)10(xxiv)

ExecutiveEmployment Agreement of David A. Sumoski (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed January 5, 2021 (File No. 001-04119)) (#)

10(xxx)*10(xxv)

ExecutiveEmployment Agreement of Douglas J. Jellison (incorporated by reference to Exhibit 10(xxx) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)

10(xxxi)*10(xxvi)

ExecutiveEmployment Agreement of Gregory J. Murphy (incorporated by reference to Exhibit 10(xxxi) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)

10(xxxii)*10(xxvii)

Executive Employment Agreement of Daniel R. Needham (incorporated by reference to Exhibit 10(xxxii) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)

10(xxxiii)*10(xxviii)

ExecutiveEmployment Agreement of K. Rex Query (incorporated by reference to Exhibit 10(xxxiii) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) (#)

10(xxxiv)10(xxix)

Executive Employment Agreement of Stephen D. Laxton (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed March 4, 2022 (File No. 001-04119)) (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119)) (#)

10(xxx)

Executive Employment Agreement of John Hollatz (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended July 2, 2022 (File No. 001-04119)) (#)

10(xxxi)

Executive Employment Agreement of Noah Hanners (incorporated by reference to Exhibit 10(xxxiii) to the Annual Report on Form 10-K for the year ended December 31, 2022 (File No. 001-04119)) (#)

10(xxxii)

Executive Employment Agreement of Brad Ford (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended July 3, 2023 (File No. 001-04119)) (#)

10(xxxiii)

Nucor Corporation Supplemental Retirement Plan for Executive Officers, as amended and restated effective December 15, 2023 (incorporated by reference to Exhibit 10.210.1 to the Current Report on Form 8-K filed February 19, 2020December 15, 2023 (File No. 001-04119)) (#)

21*

Subsidiaries

23*

Consent of Independent Registered Public Accounting Firm

24*

Power of Attorney (included on signature page)

31*

Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31(i)*

Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

88


Table of Contents

32**

Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32(i)**

Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*97*

Nucor Corporation Executive Officer Incentive Compensation Recovery Policy

95


101*

Financial Statements from the Annual Report on Form 10-K of Nucor Corporation for the year ended December 31, 2020,2023, filed February 26, 2021,27, 2024, formatted in Inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

104*

Cover Page from the Annual Report on Form 10-K of Nucor Corporation for the year ended December 31, 2020,2023, filed February 26, 2021,27, 2024, formatted in Inline XBRL (included in Exhibit 101).

*

Filed herewith.

* Filed herewith.

** Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K.

(#) Indicates a management contract or compensatory plan or arrangement.

**

Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K.

(#)

Indicates a management contract or compensatory plan or arrangement.

Item 16.Form 10-K SummarySummary.

None.

89


TableRegistrants may voluntarily include a summary of Contentsinformation required by Form 10-K under this Item16. We have elected not to include such summary information.

96


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NUCOR CORPORATION

By:

/s/ Leon J. Topalian

Leon J. Topalian

Chair, President and Chief Executive Officer

Dated: February 26, 202127, 2024

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints JamesStephen D. FriasLaxton and A. Rae Eagle, or either of them, his or her attorney-in-fact, with full power of substitution and resubstitution for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorney-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

/s/ Leon J. Topalian

/s/ Norma B. Clayton

Leon J. Topalian

Chair, President, and Chief Executive Officer

(Principal Executive Officer)

Norma B. Clayton

Director

/s/ Stephen D. Laxton

/s/ Patrick J. Dempsey

Leon J. TopalianStephen D. Laxton

President, Chief Executive Officer and Director

(Principal Executive Officer)

Patrick J. Dempsey

Director

/s/ James D. Frias

/s/ Christopher J. Kearney

James D. Frias

Chief Financial Officer, Treasurer and

Executive Vice President

(Principal Financial Officer)

ChristopherPatrick J. KearneyDempsey

Director

/s/ Michael D. Keller

/s/ Laurette T. KoellnerNicholas C. Gangestad

Michael D. Keller

Vice President and Corporate Controller

(Principal Accounting Officer)

Laurette T. KoellnerNicholas C. Gangestad

Director

/s/ Christopher J. Kearney

Christopher J. Kearney

Lead Director

/s/ Laurette T. Koellner

Laurette T. Koellner

Director

/s/ Michael W. Lamach

Michael W. Lamach

Director

/s/ Joseph D. Rupp

Joseph D. Rupp

Director

/s/ John H. Walker

John H. Walker

Non-Executive Chairman

/s/ Nadja Y. West

Dated: February 27, 2024

Nadja Y. West

Director

97

Dated: February 26, 2021

90