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, 2025 and 2024. Information concerning the year ended December 31, 2024 and a comparison of the years ended December 31, 2024 and 2023 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, 2024, filed with the SEC on February 27, 2025.
Overview
Nucor’s operating performance in 2025 reflected modest domestic steel demand growth and lower import levels. Operating rates at our steel mills for the full year 2025 increased to 83% as compared to 76% for the full year 2024, with higher shipments across our sheet, bar, plate, and structural mills . Demand was strong in several key end markets, including infrastructure, data centers, energy, and advanced manufacturing, while interest rate sensitive markets such as automotive and residential construction experienced softer conditions.
Our Challenges and Risks
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.
An 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 stronger or rapidly improving steel market conditions, being able to increase our prices for the products we sell quickly enough to offset increases in the prices we pay for ferrous scrap is challenging but critical to maintaining our profitability. 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 inventory management strategy difficult to . Continued 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 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 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.
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. 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, 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 portion of our raw materials supply under our control reduces risk associated with the global sourcing of raw materials.
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.
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 2025 and 2024), but a
significant percentage is used internally by many of the facilities in our steel products segment (20% in both 2025 and 2024).
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.
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 2025 to 2024
Results of Operations
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.
The primary driver of the decrease in earnings in 2025 as compared to 2024 was the decreased profitability of the steel products segment. The steel products segment's earnings decreased in 2025 due to decreased average selling prices and margin compression, particularly at our joist and deck businesses and decreased earnings of our metal buildings systems and rebar fabrication businesses. However, the steel products segment had increased volumes in 2025 compared to 2024, reflecting stabilized demand in the warehouse construction market in 2025 after a pull back in demand in 2024, and growing demand from data center construction. The steel mills segment had increased earnings in 2025 as compared to 2024 due to increased metal margin driven by higher volumes. Backlogs for the steel mills segment at the end of 2025 were at historically high levels. Earnings for the raw materials segment increased in 2025 as compared to 2024 due primarily to the absence of the $83 million impairment charge recorded in 2024 to fully reserve a long-term note receivable. Excluding the prior year impairment charge, the raw materials segment’s earnings increased in 2025 due to the improved performance of our DRI facilities and DJJ’s brokerage operations and insurance recoveries recorded in the fourth quarter of 2025.
The following discussion will provide greater quantitative and qualitative analysis of Nucor’s performance in 2025 as compared to 2024.
Net Sales
Net sales to external customers by segment for the years ended December 31, 2025 and 2024 were as follows (in millions):
Year Ended December 31,
% Change
Steel mills
Steel products
Raw materials
Total net sales to external customers
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.
In the steel mills segment, sales tons for the years ended December 31, 2025 and 2024 were as follows (in thousands):
Year Ended December 31,
% Change
Outside steel shipments
Inside steel shipments
Total steel shipments
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.
Outside sales tonnage for the steel products segment for the years ended December 31, 2025 and 2024 was as follows (in thousands):
Year Ended December 31,
% Change
Joist and deck sales
Rebar fabrication sales
Tubular products sales
Building systems sales
Other steel products sales
Total steel products sales
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.
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).
Gross Margins
In 2025, Nucor recorded gross margins of $3.85 billion (12%), which was a decrease from $4.10 billion (13%) in 2024:
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.
Gross margins in the steel mills segment increased in 2025 compared to 2024 due to the previously mentioned increase in volumes and increased metal margins.
The average scrap and scrap substitute cost per gross ton used was $392 in 2025, which was a 1% decrease from $394 in 2024.
Scrap prices are driven by the global supply and demand for scrap and other iron-based raw materials used to make steel. Scrap prices are stable as we begin 2026.
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.
Gross margins in the raw materials segment increased modestly in 2025 as compared to 2024 due to the increased profitability of our DRI facilities and DJJ's brokerage operations.
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 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.
Impacting the increase in marketing, administrative and other expenses in 2025 as compared to 2024 were fair market value adjustments of our Level 1 investments and expenses associated with restructuring initiatives in the steel mills segment.
Equity in Earnings of Unconsolidated Affiliates
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.
Losses and Impairments of Assets
Included in 2025 net earnings were $67 million of losses and impairments of assets ($137 million in 2024). Those charges primarily consisted of the following: $39 million related to the closure or repurposing of certain facilities in the steel products segment and $23 million primarily related to the repurposing of a facility in the steel mills segment.
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.
Interest Expense (Income)
Net interest expense (income) for the years ended December 31, 2025 and 2024 was as follows (in millions):
Year Ended December 31,
Interest expense
Interest income
Interest expense (income), net
Interest expense decreased in 2025 compared to 2024 due to an increase in capitalized interest. Interest income decreased in 2025 compared to 2024 due to lower average investments and a decrease in average interest rates on investments.
Earnings Before Income Taxes and Noncontrolling Interests
The following table presents earnings before income taxes and noncontrolling interests by segment for the years ended December 31, 2025 and 2024 (in millions). The changes between periods were driven by the quantitative and qualitative factors previously discussed.
Year Ended December 31,
Steel mills
Steel products
Raw materials
Corporate/eliminations
Earnings before income taxes and noncontrolling interests
Noncontrolling Interests
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.
Provision for Income Taxes
On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law. Nucor has reflected the enactment of the OBBBA in the 2025 financial statements as required by accounting principles generally accepted in the United States. The impact of the OBBBA on Nucor's provision for income taxes was immaterial.
The Company’s effective tax rate in 2025 was 20.64% compared with 20.09% in 2024.
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
Agency. The tax years 2017 through 2024 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 $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.
Liquidity and Capital Resources
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.
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.
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.
Net proceeds from the issuance and sale of the Notes were used during the second quarter of 2025 to redeem all of the outstanding $500 million aggregate principal amount of our 2.000% Notes due 2025 and $500 million aggregate principal amount of our 3.950% Notes due 2025 (collectively, the “2025 Notes”) pursuant to the terms of the indenture governing the 2025 Notes.
In November 2025, Nucor issued $220 million in 40-year variable rate West Virginia Economic Development Authority industrial development revenue bonds ("IDRBs") to partially fund the construction of the West Virginia sheet mill.
We expect to continue to have adequate access to the capital markets at a reasonable cost of funds for liquidity purposes when needed.
Selected Measures of Liquidity and Capital Resources
(Dollars in millions)
December 31,
Cash and cash equivalents
Short-term investments
Working capital
Current ratio
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.
In 2025 and 2024, total accounts receivable turned approximately every five weeks and inventories turned approximately every 10 weeks.
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.
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 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.
Our cash flows for each period were as follows:
(in millions)
December 31,
Net cash provided by operating activities
Net cash used in investing activities
Net cash used in financing activities
Effect of exchange rate changes on cash
Net decrease in cash and cash equivalents
Operating Activities
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 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.
Investing Activities
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.
Financing Activities
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.
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.
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 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.
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.
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 steel, 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, processed or sold in future periods or 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.
Dividends
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.
Contractual Obligations and Other Commercial Commitments
The following table sets forth our contractual obligations and other commercial commitments as of December 31, 2025 for the periods presented (in millions):
Payments Due By Period
Contractual Obligations
Total
2031 and
thereafter
Long-term debt
Estimated interest on long-term
debt (1)
Finance leases
Operating leases
Raw material purchase
commitments (2)
Utility purchase commitments (2)
Other unconditional purchase
obligations (3)
Other long-term obligations (4)
Total contractual obligations
Interest is estimated using applicable rates at December 31, 2025 for Nucor’s outstanding fixed-rate and variable-rate debt.
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, 2025, 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.
Purchase obligations include commitments for capital expenditures on operating machinery and equipment.
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, $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.
Outlook
We expect earnings to increase in the first quarter of 2026. Earnings in the first quarter of 2026 are expected to increase across all three of our operating segments, with the largest increase in the steel mills segment. In the steel mills segment, the expected increase is due to higher volumes and higher realized prices across all major product categories. In the steel products segment, we expect improved earnings in the first quarter due to increased volumes on stable pricing. The raw materials segment is expected to have increased earnings in the first quarter of 2026.
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.
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.
Inventories
Inventories are stated at the lower of cost or net realizable value. The Company records any amount required to reduce the carrying value of inventory to net realizable value as a charge to cost of products sold. Scrap and scrap substitute costs are a very significant component of the raw material, semi-finished and finished product inventory balances. The vast majority of the Company’s inventory is recorded on the first-in, first-out method. Production costs are applied to semi-finished and finished product inventory from the approximate period in which they are produced.
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. 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.
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 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; 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 reporting units are estimated. Those estimates and judgments may or may not ultimately prove appropriate.
Our fourth quarter 2025 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 2025 annual goodwill impairment analysis.
Nucor will continue to monitor operating results within all reporting units throughout 2026 in an effort to determine if events and circumstances require 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 2026. 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 in fair value below carrying value is of such length of time and/or that it is considered long-term.
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.
Nucor reviews its equity method investments for impairment if and when circumstances indicate that a decline in fair value below their carrying amounts may have occurred. There were no triggering events that caused management to pursue additional testing of our equity method investments in 2025.
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.
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 affect our cost of steel production or result in a or of existing or future drilling within our natural gas drilling programs; (5) equipment and business ; (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) in the recorded value of inventory, equity investments, fixed assets, goodwill or other long-lived assets; (8) uncertainties and surrounding the global economy, including excess world capacity for steel 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 regulation of greenhouse gas emissions that could increase our energy costs, capital expenditures and operating costs or cause one or more of our permits to be or make it more 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 any pandemic or public health situation; and (16) the risks discussed in “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.
Item 7A. Quantitative and Qualitat ive 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, 2025, approximately 24% of Nucor’s long-term debt was comprised 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. Nucor also occasionally makes use of interest rate swaps to manage net exposure to interest rate changes. 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.
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 non-ferrous metals, alloys and natural gas. We attempt to negotiate the best prices for our raw material 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 production 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 steel, 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, 2025, accumulated other comprehensive loss, net of income taxes included $13 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, 2025, due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in millions):
Commodity
Derivative
10% Change
25% Change
Natural gas
Other commodities
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, 2025 and 2024 were insignificant.
Item 8. Financial Statemen ts and Supplementary Data
Index to Financial Statements
Management’s Report on Internal Control Over Financial Reporting
Report of PricewaterhouseCoopers LLP Independent Registered Public Accounting Firm (PCAOB ID: 238 )
Consolidated Balance Sheets
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
MANAGEMENT’S REPORT ON INTERN AL CONTROL OVER FINANCIAL REPORTING
Nucor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of Nucor’s internal control over financial reporting as of December 31, 2025. 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, 2025. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of Nucor’s internal control over financial reporting as of December 31, 2025 as stated in their report which is included herein.
Report of Independent Regis tered Public Accounting Firm
To the Board of Directors and Stockholders of Nucor Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Nucor Corporation and its subsidiaries (the “Company”) as of December 31, 2025 and 2024, 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, 2025, 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, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 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, 2025, based on criteria established in Internal Control - Integrated Framework(2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Assessment – Certain Reporting Unit in the Steel Products Segment
As described in Notes 2 and 8 to the consolidated financial statements, the Company’s goodwill balance was $4,297 million as of December 31, 2025, and the goodwill associated with the Steel Products segment was $2,825 million, of which a portion relates to a certain reporting unit. Goodwill is tested annually for impairment, on the first day of the fourth quarter, and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit to the recorded value, including goodwill. Based on the results of the qualitative assessment, it may be necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. As disclosed by management, significant assumptions used to determine the fair value of a reporting unit include (i) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, raw material costs and other costs to produce and estimated capital needs); (ii) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the reporting unit; and (iii) a discount rate based on management’s best estimate of the after-tax weighted-average cost of capital.
The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment for a certain reporting unit in the Steel Products segment is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of a certain reporting unit in the Steel Products segment; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to sales volumes and prices and discount rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of a certain reporting unit in the Steel Products segment. These procedures also included, among others (i) testing management’s process for developing the fair value estimate of a certain reporting unit in the Steel Products segment; (ii) evaluating the appropriateness of the discounted cash flow model; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of the significant assumptions used by management related to sales volumes and prices and discount rate. Evaluating management’s assumptions related to sales volumes and prices involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow model and (ii) the reasonableness of the discount rate assumption.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 25, 2026
We have served as the Company’s auditor since 1989.
CONSOLIDATED B ALANCE SHEETS
(In millions)
December 31,
ASSETS
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable, net
Inventories, net
Other current assets
Total current assets
Property, plant and equipment, net
Goodwill
Other intangible assets, net
Other assets
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt
Current portion of long-term debt and finance lease obligations
Accounts payable
Salaries, wages and related accruals
Accrued expenses and other current liabilities
Total current liabilities
Long-term debt and finance lease obligations due after one year
Deferred credits and other liabilities
Total liabilities
Commitments and contingencies
Equity
Nucor stockholders’ equity:
Common stock ( 800.0 shares authorized; 380.2 and 380.2 shares issued, respectively)
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss, net of income taxes
Treasury stock ( 151.9 and 147.4 shares, respectively)
Total Nucor stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
See notes to consolidated financial statements.
CONSOLIDATED STATEME NTS OF EARNINGS
(In millions, except per share data)
Year Ended December 31,
Net sales
Costs, expenses and other:
Cost of products sold
Marketing, administrative and other expenses
Equity in earnings of unconsolidated
affiliates
Losses and impairments of assets
Interest expense (income), net
Earnings before income taxes and
noncontrolling interests
Provision for income taxes
Net earnings before noncontrolling interests
Earnings attributable to noncontrolling
interests
Net earnings attributable to Nucor
stockholders
Net earnings per share:
Basic
Diluted
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
Year Ended December 31,
Net earnings before noncontrolling interests
Other comprehensive income (loss):
Net unrealized loss on hedging derivatives,
net of income taxes of ($ 12 ), ($ 3 ) and ($ 17 )
for 2025, 2024 and 2023, respectively
Reclassification adjustment for gain (loss) on
settlement of hedging derivatives included in net
earnings, net of income taxes of $ 8 , $ 7 and $ 4
for 2025, 2024 and 2023, respectively
Foreign currency translation gain (loss), net of income
taxes of $ 0 for 2025, 2024 and 2023
Adjustment to early retiree medical plan, net of income
taxes of ($ 2 ), $ 0 and ($ 2 ) for 2025, 2024 and
2023, respectively
Reclassification adjustment for (gain) loss on early
retiree medical plan included in net earnings, net of
income taxes of $ 0 for 2025, 2024 and 2023
Other comprehensive income (loss)
Comprehensive income
Comprehensive income attributable to noncontrolling
interests
Comprehensive income attributable to Nucor stockholders
See notes to consolidated financial statements.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In millions, except per share data)
Nucor Stockholders
Accumulated
Total
Additional
Other
Treasury Stock
Nucor
Common Stock
Paid-in
Retained
Comprehensive
(at cost)
Stockholders'
Noncontrolling
Total
Shares
Amount
Capital
Earnings
Loss
Shares
Amount
Equity
Interests
BALANCES, December 31, 2022
Net earnings before noncontrolling interests in 2023
Other comprehensive income (loss)
Stock options exercised
Stock option expense
Issuance of stock under award plans,
net of forfeitures
Amortization of unearned compensation
Treasury stock acquired and net impact of excise tax
Cash dividends declared ($ 2.07 per
share)
Distributions to noncontrolling interests
Acquisition
BALANCES, December 31, 2023
Net earnings before noncontrolling interests in 2024
Other comprehensive income (loss)
Stock options exercised
Stock option expense
Issuance of stock under award plans,
net of forfeitures
Amortization of unearned compensation
Treasury stock acquired and net impact of excise tax
Cash dividends declared ($ 2.17 per
share)
Distributions to noncontrolling interests
BALANCES, December 31, 2024
Net earnings before noncontrolling interests in 2025
Other comprehensive income (loss)
Stock options exercised
Stock option expense
Issuance of stock under award plans,
net of forfeitures
Amortization of unearned compensation
Treasury stock acquired and net impact of excise tax
Cash dividends declared ($ 2.21 per
share)
Distributions to noncontrolling interests
Capital contribution from noncontrolling interest
Other noncontrolling interest activity
BALANCES, December 31, 2025
See notes to consolidated financial statements.
CONSOLIDATED STATEM ENTS OF CASH FLOWS
(In millions)
Year Ended December 31,
Operating activities:
Net earnings before noncontrolling interests
Adjustments:
Depreciation
Amortization
Stock-based compensation
Deferred income taxes
Distributions from affiliates
Equity in earnings of unconsolidated affiliates
Losses and impairments of assets
Changes in assets and liabilities (exclusive of acquisitions and dispositions):
Accounts receivable
Inventories
Accounts payable
Federal income taxes
Salaries, wages and related accruals
Other operating activities
Cash provided by operating activities
Investing activities:
Capital expenditures
Investment in and advances to affiliates
Sale of business
Disposition of plant and equipment
Acquisitions (net of cash acquired)
Purchases of investments
Proceeds from the sale of investments
Other investing activities
Cash used in investing activities
Financing activities:
Net change in short-term debt
Proceeds from issuance of long-term debt, net of discount
Repayment of long-term debt
Bond issuance costs
Proceeds from exercise of stock options
Payment of tax withholdings on certain stock-based compensation
Distributions to noncontrolling interests
Cash dividends
Acquisition of treasury stock
Proceeds from government incentives
Other financing activities
Cash used in financing activities
Effect of exchange rate changes on cash
(Decrease) increase in cash and cash equivalents and restricted cash and cash equivalents
Cash and cash equivalents and restricted cash and cash equivalents - beginning of year
Cash and cash equivalents and restricted cash and cash equivalents - end of year
Non-cash investing activity:
Change in accrued plant and equipment purchases
See notes to consolidated financial statements.
NUCOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2025, 2024 AND 2023
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”), California Steel Industries, Inc. (“CSI”), and Nucor-JFE Steel Mexico, S. de R.L. de C.V. ("NJSM"). Nucor owns a 51 % controlling interest in each of Nucor-Yamato, CSI and NJSM. All intercompany transactions are eliminated.
Distributions are made to noncontrolling interest partners in Nucor-Yamato in accordance with the limited partnership agreement by mutual agreement of the general partners. At a minimum, sufficient cash is distributed so that each partner may pay its U.S. federal and state income taxes.
Distributions are made to noncontrolling interest partners in CSI in accordance with the stockholder agreement.
Distributions are made to the noncontrolling interest partner in NJSM in accordance with the joint venture agreement.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates.
2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash equivalents are recorded at cost plus accrued interest, which approximates fair value, and have original maturities of three months or less at the date of purchase. Cash and cash equivalents are maintained primarily with a few high-credit quality financial institutions.
Short-term Investments
Short-term investments are recorded at fair value. Unrealized gains and losses on investments classified as available-for-sale are recorded as a component of accumulated other comprehensive income (loss) if material. Management determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination at each balance sheet date.
Inventories
Inventories are stated at the lower of cost or net realizable value. The Company records any amount required to reduce the carrying value of inventory to net realizable value as a charge to cost of products sold. Scrap and scrap substitute costs are a very significant component of the raw material, semi-finished and finished product inventory balances. The vast majority of the Company’s inventory is recorded on the first-in, first-out method. Production costs are applied to semi-finished and finished product inventory from the approximate period in which they are produced.
Property, Plant and Equipment
Property, plant and equipment is stated at cost, except for property, plant and equipment acquired through acquisitions, which is recorded at acquisition date fair value. With the exception of our natural gas wells, depreciation primarily is provided on a straight-line basis over the estimated useful lives of the assets. Depletion of all capitalized costs associated with our natural gas producing properties is expensed on a unit-of-production basis by individual field as the gas from the proved developed reserves is produced. The costs of acquiring unproved natural gas leasehold acreage are capitalized. When proved reserves are found on unproved properties, the associated leasehold cost is transferred to proved properties. Unproved leases are reviewed periodically for any impairment triggering event, and a valuation allowance is provided for any estimated decline in value. The costs of planned major maintenance activities are capitalized as part of other current assets and amortized over the period until the next scheduled major maintenance activity. All other repairs and maintenance activities are expensed when incurred.
Goodwill and Other Intangibles
Goodwill is the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized but is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year. The evaluation of impairment involves comparing the current estimated fair value of each reporting unit, which is a level below the operating segment, to the recorded value, including goodwill. When appropriate, Nucor performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Based on the results of the qualitative assessment, it may be necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. A number of significant assumptions and estimates are involved in the application of the discounted cash flow model to forecast operating cash flows, which could include market growth and market share, sales volumes and prices, raw materials and other costs to produce, discount rate and estimated capital needs. Management considers historical experience and all available information at the time the fair values of its reporting units are estimated. Assumptions in estimating future cash flows are subject to a high degree of judgment and complexity. Changes in assumptions and estimates may affect the fair value of goodwill and could result in charges in future periods.
Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line or accelerated basis.
Long-Lived Asset Impairments
We evaluate our property, plant and equipment and finite-lived intangible assets for potential impairment on an individual asset basis or at the lowest level asset grouping for which independent cash flows can be separately identified. Asset impairments are assessed whenever circumstances indicate that the carrying amounts of those productive assets could exceed their projected undiscounted cash flows. When it is determined that impairment exists, the related assets are written down to their estimated fair market value.
Equity Method Investments
Investments in joint ventures in which Nucor shares control over the financial and operating decisions but in which Nucor is not the primary beneficiary are accounted for under the equity method. Each of the Company’s equity method investments is subject to a review for impairment if, and when, circumstances indicate that a decline in fair value below its carrying amount may have occurred. Examples of such circumstances include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee; missed financial projections; a significant adverse change in the regulatory, tax, economic or technological environment of the investee; a significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates; and recurring negative cash flows from operations. If management considers the decline to be other than temporary, the Company would write down the related investment to its estimated fair market value.
Revenue Recognition
Nucor recognizes revenue when obligations under the terms of contracts with our customers are satisfied and collection is reasonably assured; generally, obligations under the terms of contracts are satisfied upon shipment or when control is transferred. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods. In addition, revenue is deferred when cash payments are received or due in advance of performance. See Note 23 for further information.
Income Taxes
Nucor utilizes the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred tax assets will not be realized.
Nucor recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Potential accrued interest and penalties related to unrecognized tax benefits are recognized as a component of interest expense and other expenses.
Stock-Based Compensation
The Company recognizes the cost of stock-based compensation as an expense using fair value measurement methods. The assumptions used to calculate the fair value of stock-based compensation granted are evaluated and revised for new grants, as necessary, to reflect market conditions and experience.
Foreign Currency Translation
For Nucor’s operations where the functional currency is other than the U.S. dollar, assets and liabilities have been translated at year-end exchange rates, and income and expenses have been translated using average exchange rates for the respective periods. Adjustments resulting from the process of translating an entity’s financial statements into the U.S. dollar have been recorded in accumulated other comprehensive income (loss) and are included in net earnings only upon sale or liquidation of the underlying investments. Foreign currency transaction gains and losses are included in net earnings in the period in which they occur.
Recently Issued Accounting Pronouncements
In November 2024, new accounting guidance was issued that requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. The new accounting guidance also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The new accounting guidance is effective for annual periods beginning after December 15, 2026, and interim
periods within fiscal years beginning after December 15, 2027. Adoption of this new accounting guidance can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. The Company is evaluating the impact that the adoption of this new accounting guidance will have on its consolidated financial statements.
Recently Adopted Accounting Pronouncements
In December 2023, new accounting guidance was issued related to income tax disclosures. The new accounting guidance requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. We adopted this new accounting guidance and applied the disclosure requirements on a prospective basis effective for the year ended December 31, 2025. T he adoption of this new accounting guidance affects only our disclosures, with no impacts to our results of operations and financial condition.
3. Short-term Investments
Nucor held $ 439 million of short-term investments as of December 31, 2025 ($ 581 million as of December 31, 2024). The investments held as of December 31, 2025 and December 31, 2024 consisted mainly of certificates of deposit, commercial paper, corporate bonds, money market funds and U.S. government securities, which were classified as available-for-sale. Interest income was recorded as earned.
Realized and unrealized gains or losses on these investments have been deemed immaterial for disclosure by Nucor management.
Short-term investments have maturities of less than one year.
4. Accounts Receivable
An allowance for credit losses is maintained for estimated losses resulting from the inability of our customers to make required payments. Accounts receivable are stated net of the allowance for credit losses of $ 81 million at December 31, 2025 ($ 115 million at December 31, 2024 and $ 127 million at December 31, 2023 ).
5. Inventories
Inventories consisted of approximately 35 % raw materials and supplies and 65 % finished and semi-finished products at December 31, 2025 (approximately 34 % and 66 %, respectively, at December 31, 2024 ). Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-finished products, these two categories of inventory are combined.
6. Leases
We lease certain equipment, office space and land. Leases with an initial term of 12 months or less are not recorded on the consolidated balance sheet.
Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or sometimes more. The exercise of lease renewal options is at our sole discretion and we consider these options in determining the lease term used to establish our right-of-use assets and lease liabilities. Certain leases also include options to purchase the leased property. The depreciable life of assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or a purchase option reasonably certain of exercise.
We determine that a contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. In evaluating whether we have the right to control the use of an identified asset, we assess whether or not we have the right to control the
use of the identified asset and to obtain substantially all of the economic benefit from the use of the identified asset.
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.
Certain of our lease agreements include payments that adjust periodically for consumption of goods provided by the right-of-use asset in excess of contractually determined minimum amounts and for inflation. These variable lease payments are not significant. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Supplemental statement of earnings information related to our leases is as follows (in millions):
Year Ended December 31,
Statement of Earnings Classification
Operating lease cost
Cost of products sold
Operating lease cost
Marketing, administrative and
other expenses
Total operating
lease cost
Finance lease cost:
Amortization of leased
assets
Cost of products sold
Interest on lease
liabilities
Interest expense, net
Total finance lease
cost
Total lease cost
Supplemental cash flow information related to our leases is as follows (in millions):
Year Ended December 31,
Cash paid for amounts included in measurement of lease
liabilities:
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Non-cash investing and financing activities:
Additions to right-of-use assets obtained from
Operating lease liabilities
Finance lease liabilities
Supplemental balance sheet information related to our leases is as follows (in millions):
December 31,
Balance Sheet Classification
Assets:
Operating lease
Other assets
Finance lease
Property, plant and equipment, net
Total leased
Liabilities:
Current operating
Accrued expenses and other current liabilities
Current finance
Current portion of long-term debt and
finance lease obligations
Non-current operating
Deferred credits and other liabilities
Non-current finance
Long-term debt and finance lease
obligations due after one year
Total leased
Weighted-average remaining lease term and discount rate for our leases are as follows:
December 31,
Weighted-average remaining lease term - operating leases
8.3 years
7.8 years
7.7 years
Weighted-average remaining lease term - finance leases
13.7 years
13.1 years
14.3 years
Weighted-average discount rate - operating leases
Weighted-average discount rate - finance leases
The reason for the substantial weighted-average discount rate – finance leases, of 8.0 %, 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, 2025 (in millions):
Operating Leases
Finance Leases
Maturities of lease liabilities, year ending December 31,
Thereafter
Total lease payments
Less imputed interest
Present value of lease liabilities
7. Property, Plant and Equipment
Property, plant and equipment is carried at historical cost, net of accumulated depreciation. Net property, plant and equipment by major asset class consisted of the following (in millions):
December 31,
Land and improvements, net
Buildings and improvements
Machinery and equipment
Proved oil and gas properties
Leasehold interest in unproved oil and gas properties
Construction in process and equipment deposits
Less accumulated depreciation
The estimated useful lives primarily range from five to 25 years for land improvements, four to 40 years for buildings and improvements and two to 15 years for machinery and equipment. The useful life for proved oil and gas properties is based on the unit-of-production method and varies by well.
Included within property, plant and equipment, net, of the steel mills segment at December 31, 2025 is $ 220 million of assets, net of accumulated depreciation, related to our consolidated joint venture NJSM. During the fourth quarter of 2025, the Company determined that a triggering event occurred after review of NJSM’s most recent annual forecast. The Company performed an impairment assessment to determine if the carrying amount of NJSM exceeded its projected undiscounted cash flows. Upon completion of the assessment, the Company determined that the carrying amount did not exceed its projected undiscounted cash flows and no impairment charge was required. Nucor will continue to monitor NJSM’s financial performance. If NJSM’s financial performance underperforms its forecasts, management may determine that a triggering event has occurred and additional testing may be required.
8. Goodwill and Other Intangible Assets
The change in the net carrying amount of goodwill for the years ended December 31, 2025 and 2024 by segment was as follows (in millions):
Steel
Steel
Raw
Mills
Products
Materials
Total
Balance, December 31, 2023
Acquisitions
Translation and other
Balance, December 31, 2024
Acquisitions
Translation and other
Balance, December 31, 2025
The majority of goodwill is not tax deductible.
Intangible assets with estimated useful lives of five to 25 years are amortized on a straight-line or accelerated basis and consisted of the following (in millions):
December 31, 2025
December 31, 2024
Gross
Accumulated
Gross
Accumulated
Amount
Amortization
Amount
Amortization
Customer relationships
Trademarks and trade names
Other
Intangible asset amortization expense was $ 254 million in 2025 ($ 262 million in 2024 and $ 238 million in 2023 ). Annual amortization expense is estimated to be $ 249 million in 2026, $ 246 million in 2027, $ 242 million in 2028, $ 209 million in 202 9 and $ 189 million in 2030.
The Company completed its annual goodwill impairment testing as of the first day of the fourth quarter for each of 2025, 2024 and 2023 and concluded that as of each such date there was no impairment of goodwill for any of its reporting units.
There are no material historical accumulated impairment charges, by segment or in the aggregate, related to goodwill.
9. Equity Investments
The carrying value of our equity investments in domestic and foreign compani es was $ 473 million at December 31, 2025 ($ 483 million at December 31, 2024), and is recorded in other assets in the consolidated balance sheets.
NuMit
Nucor owns a 50 % economic and voting interest in NuMit LLC (“NuMit”). NuMit owns 100 % of the equity interest in Steel Technologies LLC, an operator of 30 she et 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 w as $ 427 million at December 31, 2025 ($ 438 million at December 31, 2024). Nucor received distributions of $ 46 million, $ 25 million and $ 33 million from NuMit during 2025, 2024 and 2023, respectively.
All Equity Investments
Nucor reviews its equity investments for impairment if and when circumstances indicate that a decline in fair value below their carrying amounts may have occurred. There were no triggering events that caused management to pursue additional testing of our equity method investments in 2025 .
10. Current Liabilities
Book overdrafts, included in accounts payable in the consolidated balance sheets, were $ 145 million at December 31, 2025 ($ 146 million at December 31, 2024). Dividends payable, included in accrued expenses and other current liabilities in the consolidated balance sheets, were $ 129 million at December 31, 2025 ($ 129 million at December 31, 2024 ). Accrued vacation and holiday pay, included in salaries, wages and related accruals in the consolidated balance sheets, was $ 233 million at December 31, 2025 ($ 231 million at December 31, 2024 ).
11. Debt and Other Financing Arrangements
December 31,
(in millions)
Industrial revenue bonds due from 2026 to 2065 (1)
NJSM notes due from 2026 to 2029 (2)
Notes, 2.000 %, due 2025
Notes, 3.950 %, due 2025
Notes, 4.300 %, due 2027
Term notes, 2.950 %, due 2027 (3)
Notes, 3.950 %, due 2028
Notes, 2.700 %, due 2030
Notes, 4.650 %, due 2030
Notes, 3.125 %, due 2032
Notes, 5.100 %, due 2035
Notes, 6.400 %, due 2037
Notes, 5.200 %, due 2043
Notes, 4.400 %, due 2048
Notes, 3.850 %, due 2052
Notes, 2.979 %, due 2055
Finance lease obligations
Total long-term debt and finance lease obligations
Less premium on debt exchange
Less debt issuance costs
Total amounts outstanding
Less current maturities of long-term debt (2) (3)
Less current portion of finance lease obligations
Total long-term debt and finance lease obligations due after
one year
The industrial revenue bonds had variable rates ranging from 2.60 % to 3.00 % at December 31, 2025 and 3.92 % to 4.70 % at December 31, 2024.
The NJSM notes relate to borrowings of NJSM under its General Financing Agreement and Promissory Note (the “NJSM Facility”). The maximum amount NJSM could borrow under the NJSM Facility was $ 80 million at December 31, 2025. The NJSM Facility is uncommitted. Borrowings under the NJSM Facility had variable rates ranging from 3.67 % to 5.95 % at December 31, 2025.
The term notes were assumed in conjunction with the acquisition of 51 % ownership of CSI on February 1, 2022. The original principal amount of the notes was $ 101 million, with a fixed rate of 2.95 % until September 30, 2026 when they will convert to a floating rate. Payments of $ 3 million are due quarterly along with accrued interest. The term notes mature on March 31, 2027 .
Annual aggregate long-term debt, excluding finance lease obligations, was $ 6.93 billion at December 31, 2025 . Annual aggregate long-term debt maturities are: $ 66 million in 2026, $ 532 million in 2027, $ 553 million in 2028, $ 75 million in 2029, $ 1.02 billion in 2030 and $ 4.69 billion thereafter.
Nucor's $ 2.25 billion revolving credit facility remains undrawn and has a maturity date of March 11, 2030 . The unsecured revolving credit facility provides up to $ 2.25 billion in revolving loans and allows up to $ 500 million in additional commitments at Nucor’s election in accordance with the terms set forth in the credit agreement. Up to $ 100 million of the credit facility is available for the issuance of letters of credit
and up to $ 500 million is available for the issuance of revolving loans for Nucor subsidiaries in accordance with the terms set forth in the credit agreement. The credit facility provides for a pricing grid based upon the credit rating of Nucor’s senior unsecured long-term debt and, alternatively, interest rates quoted by lenders in connection with competitive bidding. The credit facility includes customary financial and other covenants, including a limit on the ratio of funded debt to total capital of 60 %, a limit on Nucor’s ability to pledge the Company’s assets and a limit on consolidations, mergers and sales of assets. As of December 31, 2025 , Nucor’s funded debt to total capital ratio was 24.4 %, and Nucor was in compliance with all covenants under the credit facility. No borrowings were outstanding under the credit facility as of December 31, 2025 and 2024.
In March 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.
Net proceeds from the issuance and sale of the Notes were used during the second quarter of 2025 to redeem all of the outstanding $ 500 million aggregate principal amount of our 2.000 % Notes due 2025 and $ 500 million aggregate principal amount of our 3.950 % Notes due 2025 (collectively, the “2025 Notes”) pursuant to the terms of the indenture governing the 2025 Notes.
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.
A business within the steel products segment has credit facilities totaling approximately $ 18 million, with no outstanding borrowings at December 31, 2025 and 2024.
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, 2025 , Nucor Trading S.A. had outstanding borrowings of $ 33 million ($ 45 million as of December 31, 2024). NJSM maintains an uncommitted trade credit agreement with three banking institutions. As of December 31, 2025 , NJSM had outstanding borrowings of $ 89 million ($ 180 million as of December 31, 2024) under the trade credit agreement. Nucor Trading S.A. and NJSM's credit arrangements are presented in short-term debt in the consolidated balance sheets.
Letters of credit totaling $ 94 million were outstanding as of December 31, 2025 ($ 59 million as of December 31, 2024 ), related to certain obligations, including workers’ compensation, utilities deposits and credit arrangements by Nucor Trading S.A. for commitments to purchase inventories.
12. Capital Stock
The par value of Nucor’s common stock is $ 0.40 per share and there are 800 million shares authorized. In addition, 250,000 shares of preferred stock, par value $ 4.00 per share, are authorized, with preferences, rights and restrictions as may be fixed by the Board of Directors. There are no shares of preferred stock issued or outstanding.
Dividends declared per share were $ 2.210 in 2025 ($ 2.170 per share in 2024 and $ 2.070 per share in 2023).
The Company repurchased approximately $ 700 million of its common stock in 2025 (approximately $ 2.22 billion in 2024 and $ 1.55 billion in 2023).
On February 20, 2026, 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. Share repurchases are made from time to time in the open market at prevailing market prices or through private transactions or block trades. The timing and amount of repurchases, if any, 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, 2025 , the Company had approximately $ 406 million available for share repurchases under the previously authorized share repurchase program which was terminated by the Company’s Board of Directors in connection with the approval of the new authorization in February 2026.
13. Derivative Financial Instruments
The following tables summarize information regarding Nucor’s derivative financial instruments (in millions):
Fair Value at
December 31,
Fair Value of Derivative Financial
Instruments
Consolidated Balance Sheet Location
Asset derivatives designated
as hedging instruments:
Commodity contracts
Other current assets
Commodity contracts
Other assets
Total asset derivatives
designated as hedging
instruments
Asset derivatives not
designated as hedging
instruments:
Foreign exchange contracts
Other current assets
Total asset derivatives
Liability derivatives designated
as hedging instruments:
Commodity contracts
Accrued expenses and other current liabilities
Commodity contracts
Deferred credits and other liabilities
Total liability derivatives
designated as hedging
instruments
Liability derivatives not designated
as hedging instruments:
Foreign exchange contracts
Accrued expenses and other current liabilities
Total liability derivatives
The Effect of Derivative Financial Instruments on the Consolidated Statements of Earnings
Derivatives Designated as Hedging Instruments for the Year Ended December 31, (in millions)
Amount of Gain or
(Loss), Net of Tax,
Amount of Gain or (Loss),
Reclassified from
Amount of Gain or (Loss),
Statement of
Net of Tax, Recognized
Accumulated OCI into
Net of Tax, Recognized
Derivatives in Cash Flow
Earnings
in OCI on Derivatives
Earnings on Derivatives
in Earnings on Derivatives
Hedging Relationships
Location
(Effective Portion)
(Effective Portion)
(Ineffective Portion)
Commodity contracts
Cost of products sold
At December 31, 2025 , natural gas swaps covering approximately 20 million MMBTUs (extending through December 2028 ) were outstanding.
14. Fair Value Measurements
The following table summarizes information regarding Nucor’s financial assets and liabilities that are measured at fair value (in millions). Nucor does not have any non-financial assets or liabilities that are measured at fair value on a recurring basis:
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, 2025
Assets:
Cash equivalents
Short-term investments
Derivative contracts
Other assets
Total assets
Liabilities:
Derivative contracts
As of December 31, 2024
Assets:
Cash equivalents
Short-term investments
Derivative contracts
Other assets
Total assets
Liabilities:
Derivative contracts
Fair value measurements for Nucor’s cash equivalents, short-term investments 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 for Nucor's investments in privately held companies, most of which are in a nuclear fusion technology company, are classified under Level 3 because such measurements are estimated 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' interests 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 $ 6.53 billion at December 31, 2025 (approximately $ 6.19 billion at December 31, 2024). 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, 2025 and 2024 , or similar debt with the same maturities, ratings and interest rates.
15. Contingencies
We are from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the amount of loss can be reasonably estimated. We do not believe that any of these proceedings, individually or in the aggregate, would be expected to have a material adverse effect on our results of operations, financial position or cash flows. Nucor maintains liability insurance with self-insurance limits for certain risks.
16. Stock-Based Compensation
Overview
The Company maintains the Nucor Corporation 2025 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) under which the Company may award stock-based compensation to employees, officers, consultants and non-employee directors. The Company’s stockholders approved the Omnibus Plan on May 8, 2025. The Omnibus Plan permits the award of stock options, appreciation rights, restricted share units, restricted shares, performance shares and performance units for up to 6.8 million shares of the Company’s common stock. As of December 31, 2025 , 6.0 million shares remained available for award under the Omnibus Plan.
The Company also maintains a number of inactive plans, including the Nucor Corporation 2014 Omnibus Incentive Compensation Plan (the "2014 Plan"), under which stock-based awards remain outstanding but no further awards may be made. As of December 31, 2025, 1.6 million sha res were reserved for issuance upon the future settlement of outstanding awards under such inactive plans.
Stock Options
Stock options may be granted to employees, officers, consultants and non-employee directors with exercise prices at 100 % of the market value on the date of the grant. The stock options granted are generally exercisable at the end of three years and have a term of 10 years.
A summary of activity under Nucor’s stock option plans is as follows (shares in thousands):
Year Ended December 31,
Weighted-
Weighted-
Weighted-
Average
Average
Average
Exercise
Exercise
Exercise
Shares
Price
Shares
Price
Shares
Price
Number of shares under stock options:
Outstanding at beginning of year
Granted
Exercised
Canceled
Outstanding at end of year
Stock options exercisable at end of year
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 2025 wa s $ 1 million ($ 9 million in 2024 and $ 25 million in 2023).
The following table summarizes information about stock options outstanding at December 31, 2025 (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
4.2 years
0.0 years
7.6 years
6.9 years
7.6 years
6.0 years
As of December 31, 2025, the total aggregate intrinsic value of stock options outstanding and stock options exer cisable was $ 60 million and $ 51 million, respectively.
The grant date fair value of stock options granted wa s $ 41.01 per share in 2025 ($ 67.83 per share in 2024 and $ 49.62 per share in 2023 ). The fair value was estimated using the Black-Scholes options pricing model with the following assumptions:
Exercise price
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected life (years)
Stock options granted to employees who are eligible for retirement on the date of the grant are expensed immediately since these awards vest upon retirement from the Company. Retirement, for purposes of vesting in these stock options, means termination of employment after satisfying age and years of service requirements. Similarly, stock options granted to employees who will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee will become retirement-eligible. Compensation expense for stock options granted to employees who will not become retirement-eligible prior to the end of the vesting term is recognized on a straight-line basis over the vesting period. Compensation expense for stock options was $ 5 million i n 2025 ($ 5 million in 2024 and 2023). As of December 31, 2025 , unrecognized compensation expense related to stock options was $ 2 million, which is expected to be recognized over a weighted-average period of 2.0 years.
Restricted Stock Units
Nucor grants restricted stock units (“RSUs”) annually to key employees, officers and non-employee directors. The RSUs granted to key employees and officers vest and are converted to common stock in three equal installments on each of the first three anniversaries of the grant date, provided that a portion of the RSUs awarded to an officer prior to 2018 vest only upon the officer’s retirement. Retirement, for purposes of vesting in these RSUs only, means termination of employment with approval of the Compensation and Executive Development Committee of the Board of Directors after satisfying age and years of service requirements. RSUs granted to a non-employee director are fully vested on the grant date and are payable to the non-employee director in the form of common stock after the termination of the director’s service on the Board of Directors.
RSUs granted to employees who are eligible for retirement on the date of the grant are expensed immediately, and RSUs granted to employees who will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee will become retirement-eligible since these awards vest upon retirement from the Company. Compensation expense for RSUs granted to
employees who will not become retirement-eligible prior to the end of the vesting term is recognized on a straight-line basis over the vesting period.
Cash dividend equivalents are paid to holders of RSUs each quarter. Dividend equivalents paid on RSUs expected to vest are recognized as a reduction in retained earnings.
The fair value of an RSU is determined based on the closing price of Nucor’s common stock on the date of the grant.
A summary of Nucor’s RSU activity is as follows (shares in thousands):
Year Ended December 31,
Grant Date
Grant Date
Grant Date
Fair Value
Fair Value
Fair Value
Shares
Per Share
Shares
Per Share
Shares
Per Share
Restricted stock units:
Unvested at beginning of year
Granted
Vested
Canceled
Unvested at end of year
Compensation expense for RSUs was $ 87 million i n 2025 ($ 106 million in 2024 and $ 88 million in 2023). The total fair value of shares vested during 2025 was $ 83 million ($ 110 million in 2024 and $ 121 million in 2023). As of December 31, 2025, unrecognized compensation expense related to unv ested RSUs was $ 78 million, which is expected to be recognized over a weighted-average period of 1.1 years.
Restricted Stock Awards
The Nucor Corporation Senior Officers Long-Term Incentive Plan (a supplement to the 2014 Plan and the Omnibus Plan, the “LTIP”) provides for the award of shares of restricted common stock at the end of each LTIP performance measurement period at no cost to officers if certain financial performance goals are met during the period. One-third of the LTIP restricted stock award vests upon each of the first three anniversaries of the award date or, if earlier, upon the officer’s attainment of age 55 while employed by Nucor. Although participants are entitled to cash dividends and may vote such awarded shares, the sale or transfer of such shares is limited during the restricted period.
The Nucor Corporation Senior Officers Annual Incentive Plan (a supplement to the 2014 Plan and the Omnibus Plan, the “AIP”) provides for the payment of annual cash incentive awards. An AIP participant may elect, however, to defer payment of up to one-half of an AIP award. In such event, the deferred AIP award is converted into common stock units and credited with a deferral incentive, in the form of additional common stock units, equal to 25 % of the number of common stock units attributable to the deferred AIP award. Common stock units attributable to deferred AIP awards are fully vested. Common stock units credited as a deferral incentive vest upon the AIP participant’s attainment of age 55 while employed by Nucor. Vested common stock units are paid to AIP participants in the form of shares of common stock following their termination of employment with Nucor.
A summary of Nucor’s restricted stock activity under the AIP and the LTIP is as follows (shares in thousands):
Year Ended December 31,
Grant Date
Grant Date
Grant Date
Fair Value
Fair Value
Fair Value
Shares
Per Share
Shares
Per Share
Shares
Per Share
Restricted stock units and restricted
stock awards:
Unvested at beginning of year
Granted
Vested
Canceled
Unvested at end of year
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 $ 41 million in 2025 ($ 21 million in 2024 and $ 38 million in 2023). The total fair value of shares vested during 2025 was $ 42 million ($ 71 million in 2024 and $ 69 million in 2023). As of December 31, 2025 , unrecognized compensation expense related to unvested restricted stock awards was $ 6 million, which is expected to be recognized over a weighted-average period of 1.5 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 $ 256 million in 2025 ($ 298 million in 2024 and $ 611 million in 2023). The related liability for these benefits is included in salaries, wages and related accruals in the consolidated balance sheets.
Nucor also has a medical plan covering certain eligible early retirees. The unfunded obligation, included in deferred credits and other liabilities in the consolidated balance sheets, totaled $ 41 million at December 31, 2025 ($ 35 million at December 31, 2024 ). The (benefit) expense associated with this early retiree medical plan totaled $( 1 ) million in 2025 ($ 3 million in 2024 and $ 0.3 million in 2023 ). The discount rate used by Nucor in determining its benefit obligation was 5.6 % in 2025 ( 5.7 % in 2024 and 5.0 % in 2023 ). The health care cost increase trend rate used was 7.3 % in 2025 ( 6.3 % in 2024 and 6.8 % in 2023). The health care cost increase trend rate is projected to decline gradually to 4.0 % by 2051 .
18. Interest Expense (Income)
The components of net interest expense (income) are as follows (in millions):
Year Ended December 31,
Interest expense
Interest income
Interest expense (income), net
Interest paid was $ 281 million in 2025 ($ 256 million in 2024 and $ 257 million in 2023 ).
19. Income Taxes
On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law. Nucor has reflected the enactment of the OBBBA in the 2025 financial statements as required by accounting principles generally accepted in the United States. The impact of the OBBBA on Nucor's provision for income taxes was immaterial.
Components of earnings before income taxes and noncontrolling interests are as follows (in millions):
Year Ended December 31,
United States
Foreign
The provision for income taxes consists of the following (in millions):
Year Ended December 31,
Current:
Federal
State
Foreign
Total current
Deferred:
Federal
State
Foreign
Total deferred
Total provision for income taxes
As further described in Note 2, Summary of Significant Accounting Policies , Nucor has adopted the new guidance related to income tax disclosures on a prospective basis. The following table is a reconciliation of the federal statutory rate ( 21 %) to the total provision for the year ended December 31, 2025 in accordance with the new guidance for income tax disclosures (dollars in millions).
Year Ended December 31, 2025
U.S. federal statutory tax rate
State and local income taxes, net of federal income tax effect (1)
Foreign tax effects
Effect of changes in tax laws or rates enacted in the current period
Effect of cross-border tax laws
Tax credits
Nontaxable or nondeductible items
Noncontrolling interest
Other nontaxable or nondeductible items
Changes in unrecognized tax benefits
Other adjustments
Provision for income taxes
State taxes in California, Arkansas, Nebraska, Alabama, Georgia, Illinois and Tennessee made up the majority (greater than 50%) of the tax effect in this category.
The following table is a reconciliation of the federal statutory rate ( 21 %) to the total provision for the years ended December 31, 2024 and 2023 as previously reported and unadjusted for the new guidance for income tax disclosures:
Year Ended December 31,
Taxes computed at statutory rate
State income taxes, net of federal income tax benefit
Federal research credit
Equity in losses of foreign joint venture
Foreign rate differential
Foreign valuation allowance
Noncontrolling interests
Other, net
Provision for income taxes
For the year ended December 31, 2025 , the effective tax rate on continuing operations was 20.64 % compared to 20.09 % for the year ended December 31, 2024.
Current federal and state income taxes receivable included in other current assets in the consolidated balance sheets were $ 83 million at December 31, 2025 ($ 218 million at December 31, 2024). In 2025 , Nucor paid $ 190 million in net federal income taxes, $ 22 million in net state income taxes and $ 47 million in net foreign income taxes (of which $ 32 million was paid to Canada). Net income tax payments of $ 508 million and $ 1.06 billion were paid in 2024 and 2023, respectively, to federal, state and foreign jurisdictions.
Deferred tax assets and liabilities resulted from the following (in millions):
December 31,
Deferred tax assets:
Accrued liabilities and reserves
Allowance for doubtful accounts
Inventory
Research and development expenditures
Post-retirement benefits
Hedges
Net operating loss carryforward
Tax credit carryforwards
Other deferred tax assets
Valuation allowance (1)
Total deferred tax assets
Deferred tax liabilities:
Holdbacks and amounts not due under contracts
Hedges
Intangibles
Property, plant and equipment
Other deferred tax liabilities
Book/Tax differences on debt modifications
Total deferred tax liabilities
Total net deferred tax liabilities
The increase in the valuation allowance is primarily related to state tax credits awarded during 2025 for which realization was determined to be unlikely.
Non-current deferred tax assets included in other assets in the consolidated balance sheets were $ 30 million at December 31, 2025 ($ 44 million at December 31, 2024 ). Non-current deferred tax liabilities included in deferred credits and other liabilities in the consolidated balance sheets were $ 1.38 billion at December 31, 2025 ( $ 1.24 billion at December 31, 2024).
Nucor has not recognized deferred tax liabilities on its investment in foreign subsidiaries with undistributed earnings that satisfy the permanent reinvestment requirements (the deferred tax liabilities on the investments not permanently reinvested are immaterial). While Nucor considers future earnings to be permanently reinvested, it is expected that potential future distributions will likely be nontaxable. If this assertion of permanent reinvestment were to change, there may be deferred tax liabilities related to the withholding tax impacts on the actual distribution of certain cumulative undistributed foreign earnings, but the Company believes this amount to be immaterial.
State net operating loss ("NOL") carryforwards were $ 230 million at December 31, 2025 ($ 200 million at December 31, 2024). If unused, they will expire between 2026 and 2045 . Foreign NOL carryforwards were $ 402 million at December 31, 2025 ($ 355 million at December 31, 2024). If unused, the foreign NOL carryforwards will expire between 2026 and 2035 .
At December 31, 2025 , Nucor had approximately $ 173 million of unrecognized tax benefits, of which $ 173 million would affect Nucor's effective tax rate, if recognized. At December 31, 2024 , Nucor had approximately $ 212 million of unrecognized tax benefits, of which $ 209 million would affect Nucor's effective tax rate, if recognized.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits recorded in deferred credits and other liabilities in the consolidated balance sheets is as follows (in millions):
December 31,
Balance at beginning of year
Additions based on tax positions related to current year
Reductions based on tax positions related to
current year
Additions based on tax positions related to prior years
Reductions based on tax positions related to
prior years
Reductions due to settlements with taxing authorities
Reductions due to statute of limitations lapse
Balance at end of year
During 2025 , Nucor recognized $ 1 million of expense in interest and penalties ($ 12 million of expense in 2024 and $ 10 million of expense in 2023). 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, 2025 , Nucor had approximately $ 49 million of accrued interest and penalties related to uncertain tax positions (approximately $ 50 million as of December 31, 2024). 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.
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 Agency. The tax years 2017 through 2024 remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada, Trinidad & Tobago, and other state and local jurisdictions).
20. Accumulated Other Comprehensive Income (Loss)
The following tables reflect the changes in accumulated other comprehensive income (loss) by component (in millions):
Gains and
(Losses) on
Foreign
Currency
Adjustment
to Early
Hedging
Derivatives
Gains
(Losses)
Retiree
Medical Plan
Total
December 31, 2024
Other comprehensive income
(loss) before reclassifications
Amounts reclassified from
accumulated other
comprehensive income
(loss) into earnings (1)
Net current-period other
comprehensive income (loss)
December 31, 2025
Includes $ 25 net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts. The tax impact of this reclassification was $ 8 .
Gains and
(Losses) on
Foreign
Currency
Adjustment
to Early
Hedging
Derivatives
Gains
(Losses)
Retiree
Medical Plan
Total
December 31, 2023
Other comprehensive income
(loss) before reclassifications
Amounts reclassified from
accumulated other
comprehensive income
(loss) into earnings (2)
Net current-period other
comprehensive income (loss)
December 31, 2024
Includes $ 21 and $( 0 ) net-of-tax impact of accumulated other comprehensive income (loss) reclassifications into cost of products sold for net losses on commodity contracts and adjustment to early retiree medical plan, respectively. The tax impacts of these reclassifications were $ 7 and $( 0 ), respectively.
21. Earnings Per Share
The computations of basic and diluted net earnings per share are as follows (in millions, except per share data):
Year Ended December 31,
Basic net earnings per share:
Basic net earnings
Earnings allocated to participating securities
Net earnings available to common stockholders
Basic average shares outstanding
Basic net earnings per share
Diluted net earnings per share:
Diluted net earnings
Earnings allocated to participating securities
Net earnings available to common stockholders
Diluted average shares outstanding:
Basic average shares outstanding
Dilutive effect of stock options and other
Diluted net earnings per share
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,
Anti-dilutive stock options:
Weighted-average shares
Weighted-average exercise price
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 investment in NuMit. The steel products segment includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, precision castings, steel fasteners, metal building systems, insulated metal panels, steel grating, tubular products businesses, steel racking, piling products business, wire and wire mesh, overhead doors, and utility towers and structures. The raw materials segment includes The David J. Joseph Company and its affiliates (“DJJ”), primarily a scrap broker and processor; Nu-Iron Unlimited and Nucor Steel Louisiana LLC, two facilities that produce direct reduced iron used by the steel mills; and our natural gas production operations.
Corporate/eliminations include items such as net interest expense on long-term debt, charges and credits associated with changes in allowances to eliminate intercompany profit in inventory, profit sharing expense and stock-based compensation. Corporate assets primarily include cash and cash equivalents, short-term investments, allowances to eliminate intercompany profit in inventory, deferred income tax assets, federal and state income taxes receivable and investments in and advances to affiliates.
Segment results are regularly reviewed by the Company's Chief Operating Decision Makers ("CODMs") , the Chief Executive Officer and the Chief Operating Officer, to manage the business, make decisions about resources to be allocated to the segments and to assess performance. The measure of profit and loss that is used by the CODMs to assess segment performance and to allocate resources is earnings before income taxes and noncontrolling interests by segment (“segment earnings”). Our CODMs evaluate each segment’s performance based on metrics such as net sales, segment earnings and other key financial indicators, guiding strategic decisions to align with company-wide goals.
Segment cost of products sold is considered a significant segment expense and is regularly provided to the CODMs. Segment cost of products sold includes amounts related to both net sales to external customers and intercompany sales.
In 2025, we recast the following "results by segment" tables for the reclassification of the elimination of intrasegment sales from DJJ’s scrap processing operations to DJJ’s scrap brokerage operations. We made this change so that the presentation of other segment items for the raw materials segment would be more consistent with other segment items in the steel mills and steel products segments, which consist of other segment expenses that are not considered significant. This reclassification was applied to all periods presented and did not have an impact on segment earnings before income taxes and noncontrolling interests for the raw materials segment.
Nucor’s results by segment were as follows (in millions):
Steel Mills
Steel Products
Raw Materials
Totals
Sales
Net sales to external customers
Intercompany sales
Total Sales
Reconciliation of Sales
Elimination of intercompany sales
Net sales to external customers
Less:
Cost of products sold
Other segment items
Segment earnings before income taxes and noncontrolling interests
Reconciliation of earnings before income taxes and noncontrolling interests
Corporate/eliminations
Earnings before income taxes and noncontrolling interests
Steel Mills
Steel Products
Raw Materials
Totals
Sales
Net sales to external customers
Intercompany sales
Total Sales
Reconciliation of Sales
Elimination of intercompany sales
Net sales to external customers
Less:
Cost of products sold
Other segment items
Segment earnings before income taxes and noncontrolling interests
Reconciliation of earnings before income taxes and noncontrolling interests
Corporate/eliminations
Earnings before income taxes and noncontrolling interests
Steel Mills
Steel Products
Raw Materials
Totals
Sales
Net sales to external customers
Intercompany sales
Total Sales
Reconciliation of Sales
Elimination of intercompany sales
Net sales to external customers
Less:
Cost of products sold
Other segment items
Segment earnings before income taxes and noncontrolling interests
Reconciliation of earnings before income taxes and noncontrolling interests
Corporate/eliminations
Earnings before income taxes and noncontrolling interests
Year Ended December 31,
Depreciation expense:
Steel mills
Steel products
Raw materials
Corporate
Amortization expense:
Steel mills
Steel products
Raw materials
Segment assets:
Steel mills
Steel products
Raw materials
Corporate/eliminations
Capital expenditures:
Steel mills
Steel products
Raw materials
Corporate
In 2025, we recast the following 'net sales by product' table to combine the net sales of our joist and deck operations into one product group to align with how management currently manages that business. This change was made for all periods presented and did not impact the steel products segment’s sales or segment earnings before income taxes and noncontrolling interests.
Net sales by product were as follows (in millions). Further product group breakdown is impracticable.
Year Ended December 31,
Net sales to external customers:
Sheet
Bar
Structural
Plate
Tubular Products
Rebar Fabrication
Joist and Deck
Building Systems
Other Steel Products
Raw Materials
23. Revenue
Nucor recognizes revenue when obligations under the terms of contracts with our customers are satisfied and collection is reasonably assured; generally, obligations under the terms of contracts are satisfied upon shipment or when control is transferred. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the goods. In addition, revenue is deferred when cash payments are received or due in advance of performance.
The durations of Nucor’s contracts with customers are generally one year or less. Customer payment terms are generally 30 days.
Contract liabilities are primarily related to deferred revenue resulting from cash payments received in advance from customers to protect against credit risk. Contract liabilities totaled $ 243 million as of December 31, 2025 ($ 200 million as of December 31, 2024), and the vast majority are included in accrued expenses and other current liabilities in the consolidated balance sheets. The amount of revenue recognized from the December 31, 2024 contract liabilities balance during 2025 was approximately $ 119 million .
Nucor disaggregates its revenues by major source in the same manner as presented in the net sales by product table in the segment footnote (see Note 22).
Steel Mills Segment
Sheet – For the majority of sheet products, we transfer control and recognize a sale when we ship the product from the sheet mill to our customer. The amount of consideration we receive and revenue we recognize for spot market sales are based upon prevailing prices at the time of sale. The amount of consideration we receive and revenue we recognize for contract customers are based primarily on pricing formulas that incorporate monthly or quarterly price adjustments which reflect changes in the current market-based indices and/or raw material costs near the time of shipment.
The amount of tons sold to contract customers at any given time depends on a variety of factors, including our consideration of current and future market conditions, our strategy to appropriately balance spot and contract tons in a manner to meet our customers’ requirements while considering the expected profitability, our desire to sustain a diversified customer base and our end-use customers’ perceptions about future market conditions. These contracts are typically one year or less . Contract sales within the steel mills segment are most notable in our sheet operations, as it is common for contract sales to account for the majority of sheet sales in a given year.
Bar, Structural and Plate – For the majority of bar, structural and plate products, we transfer control and recognize a sale when we ship the product from the mill to our customer. The significant majority of bar, structural and plate product sales are spot market sales, and the amount of consideration we receive and revenue we recognize for those sales are based upon prevailing prices at the time of sale.
Steel Products Segment
Tubular Products – The tubular products businesses transfer control and recognize a sale when the products are shipped from our operating locations to our customers. The majority of tubular product sales are spot market sales, and the amount of consideration we receive and revenue we recognize for those sales are based upon prevailing prices at the time of sale.
Rebar Fabrication – The majority of rebar fabrication revenue is derived from contracts with customers for the supply of fabricated rebar. As the majority of contracts with customers are fixed price contracts to complete a job, control transfers over time and revenue is recognized (if collection is reasonably assured) over time using an input method, based on the amount of rebar shipped from the Company’s operating locations relative to the total expected amount of rebar required to complete the job.
For contracts to supply fabricated rebar and install it at the customer’s job site, there are two performance obligations: (1) the supply of the fabricated rebar and (2) the installation of the supplied rebar at the customer’s job site. For the supply of fabricated rebar performance obligation, the transaction price allocated to this performance obligation is determined at the start of the contract, based on the awarded contract price for the supplied fabricated rebar and revenue is recognized over time based on the amount of rebar shipped from the Company’s operating locations relative to the total expected amount of rebar required to complete the job. For the installation of supplied rebar performance obligation, the transaction price allocated to this performance obligation is determined at the start of the contract, based on the awarded contract price for the installation of fabricated rebar and revenue is recognized over time based on the amount of rebar installed relative to the total expected amount of rebar required to be installed to complete the job.
While a majority of the contracts with customers are fixed price contracts to complete a job, variable consideration can occur from contract modifications relating to change orders and price escalations caused by changes in underlying material costs. In these situations, the additional variable consideration is recognized cumulatively in the period in which the contract modification is approved and collection is reasonably assured unless the change order relates to additional distinct goods or services at standalone selling prices in which case they are accounted for prospectively. Management reviews these situations on a case-by-case basis and considers a variety of factors, including relevant experience with similar types of performance obligations, the Company’s experience with the customer and collectability considerations.
Other Steel Products – Other steel products include our joist and deck, cold finish, metal building systems, insulated metal panels, piling, door technologies, towers and structures, and the other remaining businesses that make up the steel products segment. Generally, for these businesses, we transfer control and recognize a sale when we ship the product from our operating locations to our customers. The amount of consideration we receive and revenue we recognize for those sales are agreed upon with the customers before the product is shipped.
Included in the other steel products businesses is Nucor Racking Group (“NRG”). The majority of NRG’s revenues are related to supply and installation contracts. Revenue on NRG’s supply and installation contracts is primarily recognized over time, typically between three and six months , using the cost-to-cost input measure (e.g., costs incurred to date relative to total estimated costs at completion) to measure progress because it best depicts the transfer of assets to the customer which occurs as the Company incurs costs on the contracts.
Raw Materials Segment
The majority of the raw materials segment revenue from outside customers is generated by DJJ. We transfer control and recognize a sale based on the terms of the agreement with the customer, which is generally when the product has met the delivery requirements. The amount of consideration we receive and revenue we recognize for those sales is based on the contract with the customer, which generally reflects current market prices at the time the contract is entered into.
24. Acquisitions
Acquisition of Rytec Corporation
On July 23, 2024, Nucor used cash on hand to acquire the assets of Rytec Corporation ("Rytec") for a purchase price, net of cash and debt acquired, of approximately $ 565 million. Rytec is a manufacturer and seller of high-performance overhead door s. Rytec produces spiral metal doors for warehouses, manufacturing facilities, auto dealerships, and parking garages, as well as durable fabric doors that are used in cold storage, manufacturing and clean room applications. We believe this acquisition will help Nucor and C.H.I. Overhead Doors, LLC continue to grow their sales to the commercial market. The Rytec financial results were included as part of the steel products segment (see Note 22) beginning on July 23, 2024, the date Nucor acquired Rytec.
We allocated the purchase price for Rytec to its individual assets acquired and liabilities assumed.
The following table summarizes the fair values of the assets acquired and liabilities assumed of Rytec as of July 23, 2024, the date of acquisition (in millions):
Cash
Accounts receivable
Inventory
Other current assets
Property, plant and equipment
Goodwill
Other intangible assets
Other assets
Total assets acquired
Accounts payable
Salary, wages and related accruals
Other current liabilities
Total liabilities assumed
Net assets acquired
The following table summarizes the purchase price allocation to the identifiable intangible assets of Rytec as of July 23, 2024, the date of acquisition (in millions, except years):
Weighted-
Average Life
Customer relationships
15 years
Trademarks and trade names
10 years
Other intangibles
< 1 year
The goodwill of $ 275 million is calculated as the excess of the purchase price over the fair values of the assets acquired and liabilities assumed and has been allocated to the steel products segment (see Note 8). The goodwill is attributable to expected synergies within the steel products segment. Goodwill recognized for tax purposes was $ 275 million, all of which is deductible for tax purposes. Pro-forma results of operations for the Company would not be materially different as a result of the acquisition of Rytec and, therefore, this information is not presented.
Acquisition of Additional Interest in NJSM
On October 27, 2023, Nucor used cash on hand to acquire an additional 1 % equity interest in NJSM bringing our total equity ownership to a 51 % controlling interest. We believe this acquisition allows NJSM to benefit from Nucor's galvanized sheet sales expertise in North America.
Prior to this transaction, we accounted for our 50 % ownership in NJSM under the equity method. As part of the purchase price allocation for this step acquisition, we remeasured our previously held interest as of the acquisition date which resulted in a $ 21 million loss recorded in marketing, administrative and other expenses . Neither our previously held equity interest in NJSM nor the loss on remeasuring the equity interest are material to our financial statements.
We allocated the purchase price for NJSM to its individual assets acquired and liabilities assumed.
The following table summarizes the fair values of the assets acquired and liabilities assumed of NJSM, as well as the fair value of the 49 % noncontrolling interest not acquired by Nucor, as of October 27, 2023, the date of acquisition (in millions):
Cash
Accounts receivable
Inventory
Other current assets
Property, plant and equipment
Goodwill
Other intangible assets
Other assets
Total assets acquired
Short-term debt
Current portion of long-term debt
Other current liabilities
Long-term debt due after one year
Other liabilities
Total liabilities assumed
Net assets acquired at 100%
Less: Fair value of noncontrolling interest
Net assets acquired at 51%
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.
Other Acquisitions
Other smaller acquisitions, exclusive of purchase price adjustments made and net of cash acquired, totaled approximately $ 193 million and $ 71 million in 2024 and 2023, respectively. Pro-forma results of operations for the Company would not be materially different if the aggregate acquisitions made during 2024 and 2023 were included and, therefore, this information is not presented.
