Quarterly Report for Quarter Ending July 5, 2025 (Form 10-Q)

Management's Discussion and Analysis ofFinancial Condition and Results of Operations

Certain statements made in this report, or in other public filings, press releases, or other written or oral communications made by Nucor Corporation, a Delaware corporation incorporated in 1958, and its affiliates ("Nucor", the "Company", "we", "us", or "our"), which are not historical facts are forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties which we expect will or may occur in the future and may impact our business, financial condition and results of operations. The words "anticipate," "believe," "expect," "intend," "project," "may," "will," "should," "could" and similar expressions are intended to identify those forward-looking statements. These forward-looking statements reflect the Company's best judgment based on current information, and, although we base these statements on circumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from the projected results and expectations discussed in this report. Factors that might cause the Company's actual results to differ materially from those anticipated in forward-looking statements include, but are not limited to: (1) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (2) U.S. and foreign trade policies affecting steel imports or exports; (3) the sensitivity of the results of our operations to general market conditions, and in particular, prevailing market steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (4) the availability and cost of electricity and natural gas, which could negatively affect our cost of steel production or result in a delay or cancellation of existing or future drilling within our natural gas drilling programs; (5) critical equipment failures and business interruptions; (6) market demand for steel products, which, in the case of many of our products, is driven by the level of nonresidential construction activity in the United States; (7) impairment in the recorded value of inventory, equity investments, fixed assets, goodwill or other long-lived assets; (8) uncertainties and volatility surrounding the global economy, including excess world capacity for steel production, inflation and interest rate changes; (9) fluctuations in currency conversion rates; (10) significant changes in laws or government regulations affecting environmental compliance, including legislation and regulations that result in greater regulation of greenhouse gas emissions that could increase our energy costs, capital expenditures and operating costs or cause one or more of our permits to be revoked or make it more difficult to obtain permit modifications; (11) the cyclical nature of the steel industry; (12) capital investments and their impact on our performance; (13) our safety performance; (14) our ability to integrate businesses we acquire; (15) the impact of any pandemic or public health situation; and (16) the risks discussed in "Item 1A. Risk Factors" of the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

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 United States Securities and Exchange Commission.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included elsewhere in this report, as well as the audited consolidated financial statements and the notes thereto, "Item 1A. Risk Factors" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in Nucor's Annual Report on Form 10-K for the year ended December 31, 2024.

Overview

Nucor and its affiliates manufacture steel and steel products. Nucor also produces direct reduced iron ("DRI") for use in its steel mills. Through the David J. Joseph Company and its affiliates ("DJJ"), the Company also processes ferrous and nonferrous metals and brokers ferrous and nonferrous metals, pig iron, hot briquetted iron and DRI. Most of Nucor's operating facilities and customers are located in North America. Nucor's operations include international trading and sales companies that buy and sell steel and steel products manufactured by the Company and others. Nucor is North America's largest recycler, using scrap steel as the primary raw material in producing steel and steel products.

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 and 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, steel fasteners, metal building systems, insulated metal panels, overhead doors, steel grating, tubular products, steel racking, piling products, wire and wire mesh, and utility towers and structures. The raw materials segment includes DJJ, primarily a scrap broker and

processor; Nu-Iron Unlimited and Nucor Steel Louisiana, two facilities that produce DRI used by the steel mills; and our natural gas production operations.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately 82%, 61% and 73%, respectively, in the first six months of 2025, compared with approximately 79%, 59% and 75%, respectively, in the first six months of 2024.

Results of Operations

Nucor reported net earnings attributable to Nucor stockholders of $603 million, or $2.60 per diluted share, for the second quarter of 2025, which represented a decrease compared to net earnings attributable to Nucor stockholders of $645 million, or $2.68 per diluted share, for the second quarter of 2024.

Earnings in the steel mills segment increased in the second quarter of 2025 as compared to the second quarter of 2024 due to increased metal margins and increased volumes amidst a stable demand environment. The steel products segment had decreased earnings in the second quarter of 2025 as compared to the second quarter of 2024 as increased volumes were more than offset by decreases in average selling prices across most product groups in the segment. We saw resilient demand in key end markets for both the steel mills and steel product segments at the end of the second quarter of 2025. Backlogs for those two segments at the end of the second quarter of 2025 were increased compared to the end of the second quarter of 2024. Earnings in the raw materials segment increased in the second quarter of 2025 as compared to the second quarter of 2024 due to the improved profitability of our DRI facilities, and, to a lesser extent, our scrap processing operations.

Nucor reported net earnings attributable to Nucor stockholders of $759 million, or $3.26 per diluted share, for the first six months of 2025, which represented a decrease compared to net earnings attributable to Nucor stockholders of $1.49 billion, or $6.14 per diluted share, in the first six months of 2024. The larger decrease in comparable year-to-date earnings in 2025 as compared to 2024 was caused by weaker first quarter of 2025 results compared to the first quarter of 2024.

Earnings improved substantially in the second quarter of 2025 as compared to the first quarter of 2025, driven by the increased profitability of the steel mills segment. The steel mills segment had higher average selling prices, particularly at our sheet and plate mills, and lower overall conversion costs in the second quarter of 2025 as compared to the first quarter of 2025. The steel products segment also had increased earnings in the second quarter of 2025 as compared to the first quarter of 2025 due to increased volumes and higher average selling prices.

Earnings in the first quarter of 2024 were the highest quarterly earnings of that year, and decreased in the second quarter of 2024 due to declines in earnings of the steel mills and steel products segments. In the steel mills segment, average selling prices and volumes decreased in the second quarter of 2024 as compared to the first quarter of 2024, a trend that continued through the remainder of the year. The decreased earnings of the steel products segment in the second quarter of 2024 as compared to the first quarter of 2024 was caused by decreased average selling prices, which was also a trend that continued through the remainder of the year.

The following discussion provides a greater quantitative and qualitative analysis of Nucor's performance in the second quarter and first six months of 2025 as compared to the second quarter and first six months of 2024.

Net Sales

Net sales to external customers by segment for the second quarter and first six months of 2025 and 2024 were as follows (in millions):

Net sales for the second quarter of 2025 increased 5% from the second quarter of 2024. Average sales price per ton decreased 3% from $1,284 in the second quarter of 2024 to $1,240 in the second quarter of 2025. Total tons shipped to external customers in the second quarter of 2025 were approximately 6,820,000 tons, an 8% increase from the second quarter of 2024.

Net sales for the first six months of 2025 were comparable to the first six months of 2024. Average sales price per ton decreased 8% from $1,296 in the first six months of 2024 to $1,193 in the first six months of 2025. Total tons shipped to external customers in the first six months of 2025 were approximately 13,650,000 tons, a 9% increase from the first six months of 2024.

In the steel mills segment, sales tons for the second quarter and first six months of 2025 and 2024 were as follows (in thousands):

Net sales for the steel mills segment increased 8% in the second quarter of 2025 from the second quarter of 2024, due primarily to a 9% increase in tons shipped to external customers, partially offset by a 1% decrease in the average sales price per ton, from $1,051 to $1,041 in the second quarter of 2024 and 2025, respectively.

Net sales for the steel mills segment increased 1% in the first six months of 2025 from the first six months of 2024, due primarily to an 11% increase in tons shipped to external customers, partially offset by an 8% decrease in average sales price per ton from $1,079 to $989 in 2024 and 2025, respectively.

Outside sales tonnage for the steel products segment for the second quarter and first six months of 2025 and 2024 was as follows (in thousands):

Net sales for the steel products segment decreased 2% in the second quarter of 2025 from the second quarter of 2024, due to a 7% decrease in the average sales price per ton, from $2,517 to $2,331, partially offset by a 6% increase in shipping volumes. Average selling prices decreased across most businesses within the steel products segment in the second quarter of 2025 as compared to the second quarter of 2024, most notably at our joist and deck business.

Net sales for the steel products segment decreased 3% in the first six months of 2025 compared to the first six months of 2024, due to a 10% decrease in the average sales price per ton, from $2,560 to $2,313, partially offset by a 7%

increase in shipping volumes. The most notable decreases in average selling prices in the first six months of 2025 as compared to the first six months of 2024 were at our joist and deck business.

Net sales for the raw materials segment increased 6% in the second quarter of 2025 compared to the second quarter of 2024. In the second quarter of 2025, approximately 94% of outside sales for the raw materials segment were from the scrap brokerage operations of DJJ, and approximately 3% of outside sales were from the scrap processing operations of DJJ (approximately 92% and 4%, respectively, in the second quarter of 2024).

Net sales for the raw materials segment in the first six months of 2025 increased 10% compared to the first six months of 2024. In the first six months of 2025, approximately 94% of outside sales for the raw materials segment were from the scrap brokerage operations of DJJ, and approximately 3% of outside sales were from the scrap processing operations of DJJ (approximately 93% and 4%, respectively, in the first six months of 2024).

Gross Margins

Nucor recorded gross margins of $1.22 billion (14%) in the second quarter of 2025, which was an increase compared to $1.19 billion (15%) in the second quarter of 2024.

Scrap and scrap substitutes are the most significant element in the total cost of steel production. The average scrap and scrap substitute cost per gross ton used in the second quarter of 2025 was $403, a 2% increase compared to $396 in the second quarter of 2024. Despite the increase in average scrap and scrap substitute cost per gross ton used, metal margins increased in the second quarter of 2025 as compared to the second quarter of 2024 due to the previously mentioned increase in volumes.

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 subject to change based on market fluctuations.

Nucor recorded gross margins of $1.83 billion (11%) in the first six months of 2025, which decreased compared to $2.72 billion (17%) in the first six months of 2024.

Marketing, Administrative and Other Expenses

A major component of marketing, administrative and other expenses is profit sharing and other incentive compensation costs. These profit sharing and other incentive compensation costs, which are based upon and fluctuate with Nucor's financial performance, were comparable in the second quarter of 2025 compared to the second quarter of 2024, and decreased by $93 million in the first six months of 2025 compared to the first six months of 2024. These decreases were due to Nucor's decreased profitability in the second quarter and first six months of 2025 compared to the respective prior year periods, which resulted in decreased expense related to profit sharing.

Losses and Impairments of Assets

Included in the second quarter and first six months of 2025 net earnings was $11 million and $40 million, respectively, of losses and impairments of assets. These charges consisted of the following: $19 million related to the closure or repurposing of certain facilities in the steel products segment (all of which was recorded in the first quarter of 2025); $17 million related to the repurposing of a facility in the steel mills segment ($7 million of which was recorded in the second quarter of 2025); and $4 million related to the write-off of certain assets in the raw materials segment (all of which was recorded in the second quarter of 2025).

Included in the second quarter and first six months of 2024 net earnings was $14 million of losses and impairments of assets related to the write-down of certain assets in the steel mills segment.

Interest Expense (Income)

Net interest expense (income) for the second quarter and first six months of 2025 and 2024 was as follows (in millions):

Interest expense decreased in the second quarter and first six months of 2025 compared to the second quarter and first six months of 2024 mainly due to an increase in capitalized interest. Interest income decreased in the second quarter and first six months of 2025 compared to the second quarter and first six months of 2024 due to lower average investment balances and a decrease in average interest rates on those investments.

Earnings Before Income Taxes and Noncontrolling Interests

The table below presents earnings before income taxes and noncontrolling interests by segment for the second quarter and first six months of 2025 and 2024 (in millions). The changes between periods were driven by the quantitative and qualitative factors previously discussed.

Noncontrolling Interests

Noncontrolling interests represent the income attributable to the holders of noncontrolling interests in Nucor's joint ventures, Nucor Yamato Steel Company (Limited Partnership) ("NYS"), 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 NYS, CSI and NJSM. The increase in earnings attributable to noncontrolling interests in the second quarter of 2025 compared to the second quarter of 2024 was primarily due to the increased earnings of NYS and CSI. The decrease in earnings attributable to noncontrolling interests in the first six months of 2025 compared to the first six months of 2024 was due to the decreased earnings of NYS and 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 impact of the OBBBA in the second quarter of 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 effective tax rate for the second quarter of 2025 was 21.5% compared to 20.7% for the second quarter of 2024. The expected effective tax rate for the full year of 2025 is approximately 21.4%.

We estimate that in the next 12 months our gross unrecognized tax benefits, which totaled $213 million at July 5, 2025, exclusive of interest, could decrease by as much as $38 million as a result of the expiration of the statute of limitations and the closures of examinations, substantially all of which would impact the effective tax rate.

The Internal Revenue Service (the "IRS") is currently examining Nucor's 2015, 2019, and 2020 federal income tax returns. Nucor has concluded U.S. federal income tax matters for the tax years through 2014, and for the tax years 2016 through 2018. The tax years 2021 through 2023 remain open to examination by the IRS. The 2015 through 2021 Canadian income tax returns for Nucor Rebar Fabrication Group Inc. (formerly known as Harris Steel Group Inc.) and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 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 Attributable to Nucor Stockholders and Return on Equity

Nucor reported net earnings attributable to Nucor stockholders of $603 million, or $2.60 per diluted share, in the second quarter of 2025, as compared to net earnings attributable to Nucor stockholders of $645 million, or $2.68 per diluted share, in the second quarter of 2024. Net earnings attributable to Nucor stockholders as a percentage of net sales were 7.1% and 8.0% in the second quarter of 2025 and 2024, respectively.

Nucor reported net earnings attributable to Nucor stockholders of $759 million, or $3.26 per diluted share, in the first six months of 2025, as compared to net earnings attributable to Nucor stockholders of $1.49 billion, or $6.14 per diluted share, in the first six months of 2024. Net earnings attributable to Nucor stockholders as a percentage of net sales were 4.7% and 9.2% in the first six months of 2025 and 2024, respectively. Annualized return on average stockholders' equity was 7.5% and 14.3% in the first six months of 2025 and 2024, respectively.

Outlook

We expect earnings in the third quarter of 2025 to be nominally lower than the second quarter of 2025, due to decreased earnings in the steel mills segment and similar earnings in the steel products and raw materials segments. In the steel mills segment, despite resilient backlogs and a stable demand outlook, we expect margin compression in the third quarter of 2025 as compared to the second quarter of 2025.

Nucor's largest exposure to market risk is in our steel mills and steel products segments. Our largest single customer in the second quarter of 2025 represented approximately 5% of sales and has consistently paid within terms. In the raw materials segment, we are exposed to price fluctuations related to the purchase of scrap and scrap substitutes, pig iron and iron ore. Businesses within the steel mills segment account for the majority of the raw materials segment's sales.

Liquidity and Capital Resources

We currently have the highest credit ratings of any steel producer headquartered in North America, with an A- long-term rating from Standard & Poor's, an A- long-term rating from Fitch Ratings and a Baa1 long-term rating from Moody's. Our credit ratings are dependent, however, upon a number of factors, both qualitative and quantitative, and are subject to change at any time. The disclosure of our credit ratings is made in order to enhance investors' understanding of our sources of liquidity and the impact of our credit ratings on our cost of funds.

Our liquidity position as of July 5, 2025 remained strong, consisting of total cash and cash equivalents and short-term investments of $2.48 billion ($4.14 billion as of December 31, 2024). Approximately $841 million of the cash and cash equivalents position at July 5, 2025, was held by our majority-owned joint ventures as compared to approximately $970 million at December 31, 2024.

Cash provided by operating activities was $1.10 billion in the first six months of 2025 as compared to $1.95 billion in the first six months of 2024. The $849 million decrease was primarily driven by a $739 million decrease in net earnings before noncontrolling interests from $1.67 billion in the first six months of 2024 to $932 million for the first six months of 2025. In addition, changes in operating assets and operating liabilities (exclusive of acquisitions) used cash of $643 million in the first six months of 2025 as compared to $382 million in the first six months of 2024.

The funding of our working capital in the first six months of 2025 increased by $261 million compared to the first six months of 2024 mainly due to the change in inventories using cash of $352 million in the first six months of 2025 compared to providing cash of $333 million during the first six months of 2024, and the change in accounts receivable using an additional $552 million in cash compared to the same period in 2024. These changes were offset by the change in accounts payable providing cash of $375 million in the first six months of 2025 compared to using cash of $315 million in the first six months of 2024 and the change in salaries, wages and related accruals using $291 million less in cash during the first six months of 2025 compared to the same period in 2024.

The current ratio was 2.8 at the end of the second quarter of 2025 and 2.5 at year-end 2024.

Cash used in investing activities in the first six months of 2025 was $1.72 billion as compared to $1.60 billion in the first six months of 2024, an increase of $122 million. Cash used for capital expenditures of $1.81 billion in the first six months of 2025 increased by $342 million compared to the same period of 2024 primarily due to the sheet mill under construction in West Virginia and the construction of two manufacturing locations to expand Nucor Towers & Structures ("NTS"). Capital expenditures for 2025 are estimated to be approximately $3.00 billion as compared to $3.17 billion in 2024. The projects that we anticipate will have the largest capital expenditures in 2025 are the sheet mill under construction in West Virginia, the construction of two manufacturing locations to expand NTS, and the galvanizing line at our sheet mill in South Carolina.

Cash used in financing activities in the first six months of 2025 was $996 million as compared to $2.09 billion in the first six months of 2024. The primary uses of cash were repayments of long-term debt $1.01 billion in the first six months of 2025 as compared to $5 million in the first six months of 2024. Additionally, stock repurchases used cash of $500 million in the first six months of 2025 as compared to $1.50 billion in the first six months of 2024, a decrease of $1.00 billion. The primary source of cash in the first six months of 2025 was proceeds from the issuance and sale of long-term debt, net of discount to the public, of $997 million. In the first quarter of 2025, Nucor issued and sold $500 million aggregate principal amount of its 4.650% Notes due 2030 and $500 million aggregate principal amount of its 5.100% Notes due 2035. Net proceeds from the issuance and sale of these Notes were used 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.

On March 11, 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 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 July 5, 2025, the funded debt to total capital ratio was 24.3% and we were in compliance with all non-financial covenants under the revolving credit facility. No borrowings were outstanding under the revolving credit facility as of July 5, 2025.

In June 2025, Nucor's Board of Directors declared a quarterly cash dividend on Nucor's common stock of $0.55 per share payable on August 11, 2025 to stockholders of record on June 30, 2025. This dividend is Nucor's 209thconsecutive quarterly cash dividend.

Funds provided from operations, cash and cash equivalents, short-term investments and new borrowings under our existing credit facilities are expected to be adequate to meet future capital expenditure 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.