NUCOR CORP

Previous wording

Global steel production overcapacity continues to be an ongoing risk to Nucor and the health of the entire steel industry. The Organisation for Economic Co-operation and Development ( the “OECD”) estimated that global crude steel production overcapacity would grow from approximately 632 million net tons in 2024 to approximately 710 million net tons in 2025.However, additional capacity continues to come online and China’s steel production, the largest steel producing country, is still near record levels. In 2024, China’s steel production was more than 1 billion tons for the fifth consecutive year. Circumvention of trade duties also continues to pose a risk, as countries route products through third-party countries to evade duties. Increasingly, China is seeking to evade trade duties by building new steelmaking capacity in other countries with a focus on neighboring countries in southeast Asia, as well as Africa.

Current wording

Global steel production overcapacity continues to be an ongoing risk to Nucor and the entire steel industry. The OECD has estimated that global steel production overcapacity in 2025 is approximately 704 million net tons. This level of excess capacity is eight times the current annual steel production in the United States. However, additional capacity continues to come online and China’s steel production, the largest steel producing country, is still near record levels. In 2025, China’s steel production was more than 1 billion net tons for the eighth consecutive year, and China exported a record 131 million net tons to offset weak domestic consumption. Circumvention of trade duties also continues to pose a risk, as countries route products through third-party countries to evade duties. Increasingly, China is seeking to evade trade duties by building new steelmaking capacity in other countries with a focus on neighboring countries in southeast Asia, as well as Africa.

Previous wording

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 80% of our sheet sales were to contract customers in 2024, 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.

Current wording

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 85% of our sheet sales were to contract customers in 2025, 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.

Previous wording

Our highly variable, low-cost structure, combined with our financial strength and liquidity, have allowed us to successfully navigate cyclical 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 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.

Current wording

Our highly variable, low-cost structure, combined with our financial strength and liquidity, have allowed us to successfully navigate cyclical 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 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 compelled 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.

Previous wording

Nucor reported consolidated net earnings of $2.03 billion, or $8.46 per diluted share, in 2024, which decreased compared to $4.53 billion, or $18.00 per diluted share, in 2023. Earnings decreased across all three operating segments in 2024 as compared to 2023. The primary driver for the decrease in earnings in 2024 as compared to 2023 was the decreased earnings of the steel products segment. The steel products segment experienced decreased average selling prices and lower volumes in 2024 as compared to 2023. The decrease in profitability of our joist and deck businesses had the greatest impact on the decrease in profitability of the steel products segment in 2024 as compared to 2023, as average selling prices and volumes continued to moderate from the historically high levels reached in 2022. Despite comparable volumes, earnings in the steel mills segment decreased in 2024 as compared to

Current wording

Nucor reported consolidated net earnings of $1.74 billion, or $7.52 per diluted share, in 2025, which decreased compared to $2.03 billion, or $8.46 per diluted share, in 2024.

Previous wording

Net sales for 2024 decreased 11% from the prior year. Average sales price per ton decreased 10% from $1,377 in 2023 to $1,241 in 2024. Total tons shipped to outside customers decreased 2% from 25,205,000 tons in 2023 to 24,767,000 tons in 2024.

Current wording

Net sales for 2025 increased 6% from the prior year. Average sales price per ton decreased 2% from $1,241 in 2024 to $1,221 in 2025. Total tons shipped to outside customers increased 7% from 24,767,000 tons in 2024 to 26,615,000 tons in 2025.

Previous wording

Net sales for the steel mills segment decreased 7% in 2024 compared to the prior year due to an 7% decrease in the average sales price per ton, from $1,084 in 2023 to $1,013 in 2024. Average selling prices for our sheet, bar, structural, and plate mills decreased in 2024 as compared to 2023.

Current wording

Net sales for the steel mills segment increased 7% in 2025 compared to the prior year due to a 7% increase in volumes. Average sales price per ton in the steel mills segment was $1,008 in 2025, which was similar to $1,013 in 2024.

Previous wording

Net sales for the steel products segment decreased 21% in 2024 from the prior year due to a 12% decrease in the average sales price per ton, from $2,845 in 2023 to $2,510 in 2024, as well as a 10% decrease in volumes.

Current wording

Net sales for the steel products segment increased 2% in 2025 from the prior year due to a 9% increase in volumes, partially offset by a 6% decrease in the average sales price per ton, from $2,510 in 2024 to $2,348 in 2025.

Previous wording

Net sales for the raw materials segment increased 3% in 2024 from the prior year, primarily due to increased volumes at DJJ’s brokerage operations. In 2024, approximately 93% of outside sales for the raw materials segment were from the brokerage operations of DJJ, and approximately 4% of outside sales were from the scrap processing operations of DJJ (92% and 4%, respectively, in 2023).

Current wording

Net sales for the raw materials segment increased 13% in 2025 from the prior year, primarily due to increased average sales price and volumes at DJJ’s brokerage operations. In 2025, approximately 95% of outside sales for the raw materials segment were from DJJ's brokerage operations, and approximately 3% of outside sales were from DJJ's scrap processing operations (93% and 4%, respectively, in 2024).

Previous wording

In 2024, Nucor recorded gross margins of $4.10 billion (13%), which was a decrease from $7.82 billion (23%) in 2023:

Current wording

In 2025, Nucor recorded gross margins of $3.85 billion (12%), which was a decrease from $4.10 billion (13%) in 2024:

Previous wording

The primary driver for the decrease in gross margins in 2024 as compared to 2023 was the decrease in gross margins in the steel products segment. Gross margins decreased across most businesses within the segment due to lower volumes and decreased average selling prices. The largest decreases were at our joist and deck businesses, as average selling prices and volumes continued to moderate from the historically high levels reached in 2022.

Current wording

The primary driver of the decrease in gross margins in 2025 as compared to 2024 was the decrease in gross margins in the steel products segment. Gross margins decreased across many businesses within the segment due to decreased average selling prices. The largest decreases were at our joist and deck, building systems, and rebar fabrication businesses due to decreased average selling prices and margin compression.

Previous wording

Gross margins in the steel mills segment decreased 2024 compared to 2023 due to decreased metal margins. The average scrap and scrap substitute cost per gross ton used decreased 6% from $421 in 2023 to $394 in 2024. Despite the decrease in average scrap and scrap substitute costs in 2024 compared to 2023, metal margins decreased as the decrease in average selling prices was greater than the decrease in average scrap and scrap substitute costs.

Current wording

The average scrap and scrap substitute cost per gross ton used was $392 in 2025, which was a 1% decrease from $394 in 2024.

Previous wording

Pre-operating and start-up costs of new facilities increased to approximately $594 million in 2024 as compared to approximately $400 million in 2023. Pre-operating and start-up costs in 2024 primarily related to the plate mill in Kentucky, the sheet mill being built in West Virginia, and the melt shop being built in Arizona. Pre-operating and start-up costs in 2023 primarily related to the plate mill then being built in Kentucky, the sheet mill being built in West Virginia, and the micro mill being built in North Carolina. 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.

Current wording

Pre-operating and start-up costs of new facilities decreased to approximately $496 million in 2025 as compared to approximately $594 million in 2024. Pre-operating and start-up costs in 2025 and 2024 primarily related to the plate mill in Kentucky, the sheet mill being built in West Virginia, and the melt shop being built in Arizona. 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.

Previous wording

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 2023 to 2024 due to the decreased profitability of the Company. In 2024, profit sharing costs consisted of $298 million, including the Company’s matching contribution, made to the Company’s Profit Sharing and Retirement Savings Plan for qualified employees ($611 million in 2023). 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 4% to $52 million in 2024 compared with $54 million in 2023 and includes expenses associated with vesting of stock awards granted in prior years.

Current wording

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 2024 to 2025 due to the decreased profitability of the Company. In 2025, profit sharing costs consisted of $256 million, including the Company’s matching contribution, made to the Company’s Profit Sharing and Retirement Savings Plan for qualified employees ($298 million in 2024). 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 increased by 7% to $56 million in 2025 compared with $52 million in 2024 and includes expenses associated with vesting of stock awards granted in prior years.

Previous wording

Equity in earnings of unconsolidated affiliates was $30 million in 2024 and $13 million in 2023. The increase in equity method investment earnings from 2023 to 2024 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 fourth quarter of 2023, Nucor has accounted for NJSM on a consolidated basis.

Current wording

Equity in earnings of unconsolidated affiliates was $35 million in 2025 and $30 million in 2024. The increase in equity method investment earnings from 2024 to 2025 was primarily due to the increased results of NuMit.

Previous wording

Included in 2024 net earnings were $137 million of losses and impairments of assets (none in 2023). During the third quarter of 2024, management determined that it was probable that a long-term note receivable in the raw materials segment would no longer be collectable and recorded an $83 million impairment charge to fully reserve the note receivable. The other primary component of losses and impairments of assets in 2024 was a $40 million impairment charge of certain assets, mostly property, plant, and equipment, net, related to a business in the steel products segment.

Current wording

During the third quarter of 2024, management determined that it was probable that a long-term note receivable in the raw materials segment would no longer be collectable and recorded an $83 million impairment charge to fully reserve the note receivable. The other primary component of losses and impairments of assets in 2024 was a $40 million impairment charge of certain assets, mostly property, plant, and equipment, net, related to a business in the steel products segment.

Previous wording

Noncontrolling interests represent the income attributable to the noncontrolling partners of Nucor’s joint ventures, Nucor-Yamato, CSI and NJSM. Nucor owns a 51% controlling interest in each of Nucor-Yamato, CSI and NJSM. The decrease in earnings attributable to noncontrolling interests in 2024 as compared to 2023 was due to the decreased earnings of Nucor-Yamato and CSI. Furthermore, the decrease in earnings attributable to noncontrolling interests was due to the losses of NJSM, for which results were consolidated beginning in the fourth quarter of 2023 following Nucor's purchase of an additional 1% interest in NJSM to bring the total investment to a 51% controlling interest.

Current wording

Noncontrolling interests represent the income attributable to the noncontrolling partners of Nucor’s joint ventures, Nucor-Yamato, CSI and NJSM. Nucor owns a 51% controlling interest in each of Nucor-Yamato, CSI and NJSM. The increase in earnings attributable to noncontrolling interests in 2025 as compared to 2024 was due to the increased earnings of Nucor-Yamato combined with the decreased losses of NJSM, partially offset by losses at CSI.

Previous wording

The Company’s effective tax rate in 2024 was 20.09% compared with 21.68% in 2023. The 2024 effective tax rate includes an increased impact, when compared to 2023, 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.

Current wording

The Company’s effective tax rate in 2025 was 20.64% compared with 20.09% in 2024.

Previous wording

The Internal Revenue Service (“IRS”) is currently examining Nucor’s 2015, 2019, and 2020 federal income tax returns. Nucor has concluded U.S. federal income tax matters for tax years through 2014, and for the tax years 2016 and 2018. The tax years 2021 through 2023 remain open to examination by the IRS. The 2015 through 2021 Canadian income tax returns for Nucor Rebar Fabrication Group Inc. (formerly known as Harris Steel Group Inc.) and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 2016 through 2023 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada, Trinidad & Tobago, and other state and local jurisdictions).

Current wording

Nucor has concluded U.S. federal income tax matters for tax years through 2021. The tax years 2022 through 2024 remain open to examination by the Internal Revenue Service. The 2015 through 2021 Canadian income tax returns for Nucor Rebar Fabrication Group Inc. (formerly known as Harris Steel Group Inc.) and certain related affiliates are currently under examination by the Canada Revenue

Previous wording

Nucor reported net earnings of $2.03 billion, or $8.46 per diluted share, in 2024, compared to net earnings of $4.53 billion, or $18.00 per diluted share, in 2023. Net earnings attributable to Nucor stockholders as a percentage of net sales were 6.6% and 13.0% in 2024 and 2023, respectively. Return on average stockholders’ equity was 9.8% and 23.0% in 2024 and 2023, respectively.

Current wording

Nucor reported net earnings of $1.74 billion, or $7.52 per diluted share, in 2025, compared to net earnings of $2.03 billion, or $8.46 per diluted share, in 2024. Net earnings attributable to Nucor stockholders as a percentage of net sales were 5.4% and 6.6% in 2025 and 2024, respectively. Return on average stockholders’ equity was 8.5% and 9.8% in 2025 and 2024, respectively.

Previous wording

We believe our financial strength is a key strategic advantage, 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, 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 impact of our credit ratings on our cost of funds.

Current wording

We believe our financial strength is a key strategic advantage, 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, an A3 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 impact of our credit ratings on our cost of funds.

Previous wording

Nucor’s cash and cash equivalents, short-term investments and restricted cash and cash equivalents position remained strong at $4.14 billion as of December 31, 2024, compared with $7.13 billion as of December 31, 2023. Approximately $970 million and $1.05 billion of the cash and cash equivalents position as of December 31, 2024 and 2023, 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.

Current wording

Nucor’s cash and cash equivalents and short-term investments position remained strong at $2.70 billion as of December 31, 2025, compared with $4.14 billion as of December 31, 2024. Approximately $931 million and $970 million of the cash and cash equivalents position as of December 31, 2025 and 2024, 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.

Previous wording

We also issue long-term debt securities from time-to-time. On March 11, 2022, Nucor completed the issuance and sale of $550 million aggregate principal amount of its 3.125% Notes due 2032 (the “2032 Notes”) and $550 million aggregate principal amount of its 3.850% Notes due 2052 (the “2052 Notes” and, together with the 2032 Notes, the “2032/2052 Notes”). The net proceeds from the issuance and sale of the 2032/2052 Notes were used along with cash on hand to redeem all of the outstanding $600 million aggregate principal amount of our 4.125% Notes due 2022 (the “2022 Notes”) and $500 million aggregate principal amount of our 4.000% Notes due 2023 (the “2023 Notes”) pursuant to the terms of the indenture governing the 2022 Notes and the 2023 Notes.

Current wording

We also issue long-term debt securities from time-to-time. On March 5, 2025, Nucor completed the issuance and sale of $500 million aggregate principal amount of its 4.650% Notes due 2030 (the “2030 Notes”) and $500 million aggregate principal amount of its 5.100% Notes due 2035 (the “2035 Notes” and, together with the 2030 Notes, the “Notes”). Net proceeds from the issuance and sale of the Notes were $997 million. Costs of $9 million associated with the issuance and sale of the Notes have been capitalized and will be amortized over the life of the Notes.

Previous wording

The current ratio, which is calculated by dividing current assets by current liabilities, was 2.5 at year-end 2024 compared with 3.6 at year-end 2023. The current ratio was impacted by lower cash and cash equivalents and the increase in the current portion of long-term debt at December 31, 2024.

Current wording

The current ratio, which is calculated by dividing current assets by current liabilities, was 2.9 at year-end 2025 compared with 2.5 at year-end 2024. The current ratio was impacted by lower cash and cash equivalents and the decrease in the current portion of long-term debt at December 31, 2025.

Previous wording

In 2024, total accounts receivable turned approximately every five weeks and inventories turned approximately every ten weeks. These ratios compare with accounts receivable turnover of approximately every five weeks and inventory turnover of approximately every 11 weeks for 2023.

Current wording

In 2025 and 2024, total accounts receivable turned approximately every five weeks and inventories turned approximately every 10 weeks.

Previous wording

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 expenditures, current debt maturities and working capital requirements for existing operations for at least the next 24 months. We also believe we have adequate access to capital markets for liquidity purposes.

Current wording

Funds provided by operations, cash and cash equivalents, short-term investments and new borrowings under existing credit facilities are expected to be adequate to meet future capital expenditures, current debt maturities and working capital requirements for existing operations for at least the next 24 months. We also believe we have adequate access to capital markets for liquidity purposes.

Previous wording

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 throughout the business cycle. Nucor’s highest capital allocation priority is to invest in our business for 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. Nucor returned approximately $2.7 billion in capital to its stockholders in the form of base dividends and share repurchases in 2024.

Current wording

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 throughout the business cycle. Nucor invests in our business for profitable growth over the long term. We have historically done this by investing to optimize our existing operations, initiate greenfield expansions and make acquisitions. Additionally, we 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. Nucor returned approximately $1.2 billion in capital to its stockholders in the form of base dividends and share repurchases in 2025.

Previous wording

For 2024 compared to 2023, the $3.13 billion decrease in cash provided by operating activities was primarily driven by a decrease in net earnings and changes in operating assets and liabilities. Net earnings decreased $2.59 billion over the prior year, which included $137 million of non-cash losses and impairments of assets in 2024 (none in 2023). The changes in operating assets and liabilities resulted in a net inflow of $156 million and $858 million in 2024 and 2023, respectively. The changes in working capital were primarily due to a decrease in accounts receivable and inventories from year-end 2023 to year-end 2024. Accounts receivable at the end of 2024 decreased from the prior year-end resulting in a cash inflow of $319 million due to a decrease in the sales volumes and price per ton compared to the prior year. From year-end 2023 to year-end 2024, inventories decreased resulting in an inflow of $518 million due primarily to an 18% decrease in raw material tons. This compares to inventories at year-end 2023 increasing from year-end 2022 and resulting in a $75 million cash outflow. Salaries, wages and related accruals decreased $385 million due to lower current year profit sharing accrual and other benefit related accruals. Accounts payable decreased resulting in a $321 million cash outflow due to the decreases in inventory mentioned previously.

Current wording

For 2025 compared to 2024, the $745 million decrease in cash provided by operating activities was primarily driven by a decrease in net earnings and changes in operating assets and liabilities. Net earnings decreased $281 million over the prior year, which included $47 million of non-cash losses and impairments of assets in 2025, compared to $137 million of non-cash losses and impairments of assets in 2024. The changes in operating assets and liabilities resulted in a net outflow of $636 million in 2025 and a net inflow of $156 million in 2024. The changes in working capital were primarily due to an increase in accounts receivable and inventories from year-end 2024 to year-end 2025. Accounts receivable at the end of 2025 increased from the prior year-end resulting in a cash outflow of $428 million due to an increase in the sales volumes and price per ton compared to the prior year. This compares to accounts receivable at year-end 2024 decreasing from year-end 2023 and resulting in a $319 million cash inflow. From year-end 2024 to year-end 2025, inventories increased resulting in an outflow of $366 million due primarily to a 6% increase in raw material tons. This compares to inventories at year-end 2024 decreasing from year-end 2023 and resulting in a $518 million cash inflow. Salaries, wages and related accruals decreased from year-end 2024 to year-end 2025 resulting in a cash inflow of $2 million due to lower current year profit sharing accrual and other benefit related accruals. This compares to salaries, wages and related accruals at year-end 2024 decreasing from year-end 2023 and resulting in a $385 million cash outflow. Accounts payable increased resulting in an $80 million cash inflow due to the increases in inventory mentioned previously.

Previous wording

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. The $1.24 billion increase in cash used in investing activities was primarily due to $758 million used in 2024 to fund acquisitions compared to $71 million used to fund acquisitions in 2023. $565 million of this was used in the acquisition of Rytec in 2024. Cash used for capital expenditures increased by $959 million to $3.17 billion in 2024 as compared to $2.21 billion in 2023. The increase in capital expenditures was primarily due to the sheet mill under construction in West Virginia, the sheet mill expansion in Indiana and the rebar micro mill under construction in North Carolina. Capital expenditures for 2025 are estimated to be approximately $3.00 billion. The projects that we anticipate will have the largest capital expenditures in 2025 are the sheet mill under construction in West Virginia, the construction of two manufacturing locations to expand NTS, and the galvanizing line at our sheet mill in South Carolina.

Current wording

Many of our businesses are 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. The $508 million decrease in cash used in investing activities was primarily due to a decrease in the funding of acquisitions of over $750 million in 2025 compared to 2024. $565 million of this was used in the acquisition of Rytec in 2024. Cash used for capital expenditures increased by $249 million to $3.42 billion in 2025 as compared to $3.17 billion in 2024. The increase in capital expenditures was primarily due to the sheet mill under construction in West Virginia, the construction of a manufacturing location to expand NTS, the construction of a melt shop at our bar mill in Arizona and the galvanizing line at our sheet mill in South Carolina. Capital expenditures for 2026 are estimated to be approximately $2.50 billion. The projects that we anticipate will have the largest capital expenditures in 2026 are the sheet mill under construction in West Virginia, the construction of a manufacturing location to expand NTS, and the galvanizing line at our sheet mill in South Carolina.

Previous wording

The primary uses of cash were: (i) stock repurchases of $2.22 billion in 2024 as compared to $1.55 billion in 2023, an increase of $663 million; (ii) cash dividends to stockholders of $522 million in 2024 as compared to $515 million in 2023; and (iii) distributions to noncontrolling interests of $352 million in 2024 as compared to $435 million in 2023, a decrease of $83 million. In 2022, Nucor issued $500 million aggregate principal amount of the 2025 Notes, $500 million aggregate principal amount of the 2027 Notes, $550 million aggregate principal amount of the 2032 Notes and $550 million aggregate principal amount of the 2052 Notes. On April 25, 2022, Nucor redeemed all $500 million aggregate principal amount outstanding of the 2023 Notes. On August 15, 2022, Nucor redeemed all $600 million aggregate principal amount outstanding of the 2022 Notes.

Current wording

The primary uses of cash were: (i) stock repurchases of $700 million in 2025 as compared to $2.22 billion in 2024, a decrease of $1.52 billion; (ii) cash dividends to stockholders of $512 million in 2025 as compared to $522 million in 2024; and (iii) repayments of long-term debt of $1.02 billion in 2025 as compared to $10 million in 2024, an increase of $1.01 billion. In March 2025, Nucor issued $500 million aggregate principal amount of the 2030 Notes and $500 million aggregate principal amount of the 2035 Notes. Net proceeds from the issuance and sale of the Notes were used during the second quarter of 2025 to redeem all of the outstanding $1.00 billion aggregate principal amount of the 2025 Notes pursuant to the terms of the indenture governing the 2025 Notes. Furthermore, in November 2025, Nucor issued $220 million in 40-year variable rate West Virginia Economic Development Authority IDRBs to partially fund the construction of the West Virginia sheet mill.

Previous wording

Our $1.75 billion revolving credit facility is undrawn and has a maturity date of November 5, 2026. The revolving credit facility includes only one financial covenant, which is a limit of 60% on the ratio of funded debt to total 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. As of December 31, 2024, Nucor’s funded debt to total capital ratio was 24.5%, and Nucor was in compliance with all covenants under the credit facility.

Current wording

In March 2025, Nucor amended and restated its revolving credit facility to increase the borrowing capacity from $1.75 billion to $2.25 billion and to extend its maturity date to March 11, 2030. The revolving credit facility includes only one financial covenant, which is a limit of 60% on the ratio of funded debt to total 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. As of December 31, 2025, Nucor’s funded debt to total capital ratio was 24.4%, and Nucor was in compliance with all covenants under the credit facility.

Previous wording

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 2024 were 74% and 54%, 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 2024 represented approximately 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 and the prices we receive for our steel and steel products tend to be correlated with the prices we pay for these materials.

Current wording

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 2025 were 82% and 61%, 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 2025 represented approximately 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 and the prices we receive for our steel and steel products tend to be correlated with the prices we pay for these materials.

Previous wording

Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. At December 31, 2024, approximately 21% of Nucor’s long-term debt was comprised of instruments with variable interest rates, primarily industrial development revenue bonds ("IDRBs") that are adjusted weekly. The remaining 79% of Nucor’s long-term debt was 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, 2024, 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.

Current wording

Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. At December 31, 2025, approximately 24% of Nucor’s long-term debt consisted of instruments with variable interest rates, primarily IDRBs that are adjusted weekly. The remaining 76% of Nucor’s long-term debt was 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, 2025, 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.

Previous wording

Nucor has increased its base cash dividend every year since it began paying dividends in 1973. Nucor paid aggregate dividends of $2.16 per share in 2024, compared with aggregate dividends of $2.04 per share in 2023. In December 2024, the Board of Directors increased the regular quarterly cash dividend on Nucor’s common stock to $0.55 per share. Nucor returned approximately $2.73 billion in capital to its stockholders in the form of base dividends and share repurchases in 2024. In February 2025, the Board of Directors declared Nucor’s 208 th consecutive quarterly cash dividend of $0.55 per share payable on May 12, 2025 to stockholders of record as of March 31, 2025.

Current wording

Nucor has increased its base cash dividend every year since it began paying dividends in 1973. Nucor paid aggregate dividends of $2.20 per share in 2025, compared with aggregate dividends of $2.16 per share in 2024. In December 2025, the Board of Directors increased the regular quarterly cash dividend on Nucor’s common stock to $0.56 per share. Nucor returned approximately $1.22 billion in capital to its stockholders in the form of base dividends and share repurchases in 2025. In February 2026, the Board of Directors declared Nucor’s 212 th consecutive quarterly cash dividend of $0.56 per share payable on May 11, 2026 to stockholders of record as of March 31, 2026.

Previous wording

Note: In addition to the amounts shown in the table above, $212 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 $50 million at December 31, 2024.

Current wording

Note: In addition to the amounts shown in the table above, $173 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 $49 million at December 31, 2025.

Previous wording

Capital deployment is expected to decrease in 2025 with planned capital expenditures of approximately $3.0 billion, continued evaluation of acquisitions, and share repurchases expected to moderate. As we have in the past, we intend to allocate capital to investments that advance our strategy to grow the core and expand beyond, with the goal of keeping Nucor in a position of strength well into the future.

Current wording

Capital expenditures are expected to decrease to approximately $2.5 billion in 2026. As we have in the past, we intend to allocate capital to investments that advance our strategy to grow the core and expand beyond, with the goal of keeping Nucor in a position of strength well into the future.

Previous wording

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. Certain long-lived asset groupings were tested for impairment during the fourth quarter of 2024. Undiscounted cash flows for each asset grouping were estimated using management’s long-range estimates of market conditions associated with each asset grouping over the estimated useful life of the principal asset within the group. Our undiscounted cash flow analysis indicated that the tested long-lived asset groupings were recoverable as of December 31, 2024. Management determined that no long-lived asset impairment testing was required in 2023.

Current wording

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. Certain long-lived asset groupings were tested for impairment during the fourth quarter of 2025. Undiscounted cash flows for each asset grouping were estimated using management’s long-range estimates of market conditions associated with each asset grouping over the estimated useful life of the principal asset within the group. Our undiscounted cash flow analysis indicated that the tested long-lived asset groupings were recoverable as of December 31, 2025.

Previous wording

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.

Current wording

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);

Previous wording

Key assumptions used to determine the fair value of our equity method investments 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 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. 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.

Current wording

In the event that an impairment review is necessary, a discounted cash flow model is used to determine the current estimated fair value of the equity method investment. Significant assumptions used to determine the fair value of the equity method investment 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 equity method investment; and (iii) a discount rate based on management’s best estimate of the after-tax weighted-average cost of capital. 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 equity method investments are estimated. Those estimates and judgments may or may not ultimately prove appropriate.