10-K 0001193125-26-071575 (2026-02-25) vs 10-K 0000950170-25-028427 (2025-02-27)
| Section | Compared text | Words now | Changed |
| Risk Factors | Item 1A | 3,491 |
11.4% |
| MD&A | Item 7 | 7,755 |
22.9% |
| Legal Proceedings | Item 3 | 243 |
3.6% |
| Accounting Policies | Item 8, Note 2 – Summary of Significant Accounting Policies | 1,414 |
12.0% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
Risk Factors 145 words changed in this paragraph; it is 55% similar to last year's version.
In 2018, a 25% tariff or quota limits were After recent years of weakened effectiveness due to country exemptions and product exclusions, steel tariffs first imposed under the first Trump Administration in 2018 under Section 232 of the Trade Expansion Act on all imported were fully reinstated in 2025 without exceptions or exclusions, and were broadened to cover approximately 600 fabricated steel products for an indefinite period products. These comprehensive tariffs have been more effective in combating circumvention behaviors and keeping unfairly traded imports out of time. However, over time the U.S. market. There can be no assurance as to when or if the Section 232 measures were weakened through country exemptions, quota arrangements and individual product exclusions. As a result, or other import tariffs, quotas or other duties may be enacted, enforced, extended, modified or terminated in the Section 232 program’s coverage narrowed significantly since its initial implementation, with duties eventually applicable to less than 20% of total import volumes. future. If the Section 232 or other import tariffs, quotas or duties expire or if others are further relaxed or repealed, or if relatively higher U.S. steel prices or a stronger U.S. dollar make it attractive for foreign steelmakers to export their steel products to the United States, despite the presence of import tariffs, quotas or duties, the resurgence of substantial imports of foreign steel could create downward pressure on U.S. steel prices.
Source: Item 1A, 10-K 0001193125-26-071575 vs Item 1A, 10-K 0000950170-25-028427
MD&A 141 words changed in this paragraph; it is 54% similar to last year's version.
When appropriate, Nucor performs a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. For certain reporting units, it is necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. Significant assumptions used to determine the fair value of each reporting unit as part of our annual testing (and any required interim testing) include: (i) expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, raw materials and other costs to produce and estimated capital needs); (ii) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the reporting unit; (iii) a discount rate based on management’s best estimate of the after-tax weighted-average cost of capital; and (iv) a probability-weighted scenario approach by which varying cash flows are assigned to certain scenarios based on the likelihood of occurrence. Management considers historical and anticipated future results, general economic and market conditions, the impact of planned business and operational strategies and all available information at the time the fair values of its reporting units are estimated. Those estimates and judgments may or may not ultimately prove appropriate.
Source: Item 7, 10-K 0001193125-26-071575 vs Item 7, 10-K 0000950170-25-028427
Accounting Policies 71 words changed in this paragraph; it is 66% similar to last year's version.
In November 2024, new accounting guidance was issued that requires the disaggregated disclosure of specific expense categories, including purchases of inventory, employee compensation, depreciation, and amortization, within relevant income statement captions. The new accounting guidance also requires disclosure of the total amount of selling expenses along with the definition of selling expenses. The new accounting guidance is effective for annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Adoption of this new accounting guidance can either be applied prospectively to consolidated financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the consolidated financial statements. Early adoption is also permitted. The Company is evaluating the impact that the adoption of this new guidance will have on its consolidated financial statements.
Source: Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0001193125-26-071575 vs Item 8, Note 2 – Summary of Significant Accounting Policies, 10-K 0000950170-25-028427
Legal Proceedings 16 words changed in this paragraph; it is 88% similar to last year's version.
During 2022, Nucor Steel Louisiana, our DRI facility located in St. James Parish, Louisiana, received allegations of violations of the Clean Air Act from the United States Environmental Protection Agency. EPA. A combined settlement is currently being negotiated with the United States U.S. Department of Justice, United States Environmental Protection Agency the EPA and the Louisiana Department of Environmental Quality. We do not believe that any aggregate settlement for these allegations will be material to Nucor.
Source: Item 3, 10-K 0001193125-26-071575 vs Item 3, 10-K 0000950170-25-028427
Every change, by type
Sentences and paragraphs of NUE's Risk Factors and MD&A, 10-K 2026-02-25 against 10-K 2025-02-27.
Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
If our suppliers increase the prices of our critical raw materials, we may not have alternative sources of supply. In addition, to the extent that we have quoted prices to our customers and accepted customer
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedRisk Factors
has the potential to put Nucor and its customers at a disadvantage to foreign competitors unless standardized mechanisms are used to fully evaluate and track products produced by foreign producers.
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RemovedRisk Factors
Most recently, on February 10, 2025, President Trump issued an executive order reimposing Section 232 25% tariffs on steel imports from all sources, ending country and product exemptions, and broadening the application of the tariffs to fabricated steel products. This order is scheduled to go into effect on March 12, 2025. There can be no assurance as to when or if Section 232 or other import tariffs, quotas or other duties may be enacted, enforced, extended, modified or terminated in the future.
Read it in 10-K 2025-02-27 at sec.gov ↗
RewordedRisk Factors
Furthermore, Nucor steel mills use significant amounts of electricity as all 100% of its our mills utilize EAFs EAF technology for 100% of their our steel melting operations and the decarbonization of electricity generation may lead to high power costs and decreased uncertainty in reliability.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
Emerging customer preferences for greater product transparency and less GHG intensive materials may put us at a competitive disadvantage or reduce demand for our products. as a carbon steel producer.
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RewordedRisk Factors
A negative outcome in an unusual or significant legal proceeding or compliance investigation could adversely affect our financial condition and results of operations. operations and financial condition.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedRisk Factors
The factors described below are some of the risks that could materially negatively affect our business, financial condition, results of operations operations, financial condition and cash flows.
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RewordedRisk Factors
In addition to the above mentioned above-mentioned statutes, revisions to National Ambient Air Quality Standards (NAAQS), ("NAAQS"), including the implementation actions/decisions of environmental agencies, could make it significantly more difficult to obtain construction permits and permits to expand existing operations.
Read it in 10-K 2026-02-25 at sec.gov ↗
Quiet changesRisk Factors
Emission reductions for existing operations due to a NAAQS revision can may also be required.
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AddedMD&A
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.
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AddedMD&A
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.
Read it in 10-K 2026-02-25 at sec.gov ↗
AddedMD&A
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.
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AddedMD&A
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.
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AddedMD&A
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.
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AddedMD&A
The Company’s effective tax rate in 2025 was 20.64% compared with 20.09% in 2024.
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AddedMD&A
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.
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AddedMD&A
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.
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RemovedMD&A
While the U.S. economy and consumer confidence remained resilient in 2024, steel market demand softened, particularly in regard to high interest rate-sensitive construction sectors and due to economic and political uncertainty in the run-up to the presidential election. As a result, operating rates at our steel mills for the full year 2024 decreased slightly to 76% as compared to 78% for the full year 2023.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
Legislation passed by Congress is providing more than $1.5 trillion to rebuild traditional infrastructure, build-out clean energy infrastructure and re-shore semiconductor chip manufacturing back to the United States. Funding from the Infrastructure Investment & Jobs Act (IIJA) is taking longer than expected to impact the steel market and has been less steel intensive than initially estimated. Since being signed into law, the CHIPS Act of 2022 has generated announcements for dozens of new semiconductor ecosystem projects in the U.S. representing more than $400 billion in private investments. Strong Buy America requirements in the IIJA and the Inflation Reduction Act will promote domestically produced steel being used to rebuild U.S. infrastructure and build-out new clean energy infrastructure. More than half of Nucor products are shipped into the construction market, and Nucor’s 100% domestically melted-and-poured steel and lower carbon footprint is expected to provide an additional advantage as states and localities look to rebuild infrastructure in a sustainable manner. It is unclear if the change in the presidential administration will impact any steel intensive projects funded under these federal programs going forward.
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RemovedMD&A
Nucor reported consolidated net earnings of $2.03 billion, or $8.46 per diluted share, in 2024, which decreased compared to $4.53 billion, or $18.00 per diluted share, in 2023. Earnings decreased across all three operating segments in 2024 as compared to 2023. The primary driver for the decrease in earnings in 2024 as compared to 2023 was the decreased earnings of the steel products segment. The steel products segment experienced decreased average selling prices and lower volumes in 2024 as compared to 2023. The decrease in profitability of our joist and deck businesses had the greatest impact on the decrease in profitability of the steel products segment in 2024 as compared to 2023, as average selling prices and volumes continued to moderate from the historically high levels reached in 2022. Despite comparable volumes, earnings in the steel mills segment decreased in 2024 as compared to
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
2023 primarily due to lower average selling prices which drove lower metal margins. Also contributing to the decrease in earnings in the steel mills segment in 2024 as compared to 2023 was the increase in pre-operating and start-up costs related to several growth investments that are in various stages of construction or start-up within the segment. Earnings in the raw materials segment decreased in 2024 as compared to 2023 due to the decreased profitability of DJJ’s scrap processing operations and the impact of an $83 million impairment charge of a long-term note receivable that management determined was no longer collectible.
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RemovedMD&A
The Company’s effective tax rate in 2024 was 20.09% compared with 21.68% in 2023. The 2024 effective tax rate includes an increased impact, when compared to 2023, related to federal tax credits and the change in relative proportions of net earnings attributable to noncontrolling interests to total pre-tax earnings between the periods.
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RemovedMD&A
(Dollars in millions) December 31, 2024 2023 Net cash provided by operating activities $ 3,979 $ 7,112 Net cash used in investing activities (3,734) (2,496) Net cash used in financing activities (3,058) (2,593) Effect of exchange rate changes on cash (16) 3 Net (decrease)/increase in cash and cash equivalents and restricted cash and cash equivalents $ (2,829) $ 2,026
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RemovedMD&A
We expect earnings in the steel mills and steel products segments to be similar in the first quarter of 2025 as compared to the fourth quarter of 2024. Earnings in the raw materials segment are expected to decrease in the first quarter of 2025 relative to the fourth quarter of 2024. We expect higher corporate, administrative and tax impacts in the first quarter of 2025 than realized in the fourth quarter of 2024 which may result in lower net earnings overall.
Read it in 10-K 2025-02-27 at sec.gov ↗
RemovedMD&A
In the event that an impairment review is necessary, we calculate the estimated fair value of our equity method investments using a probability-weighted multiple-scenario income approach. Management’s analysis includes three discounted cash flow scenarios (best case, base case and recessionary case), which contain forecasted near-term cash flows under each scenario. Generally, (i) the best case scenario contains estimates of future results ranging from slightly higher than recent operating performance to levels that are consistent with historical operating and financial performance; (ii) the base case scenario contains estimates of future results ranging from generally in line with recent operating performance to levels that are more conservative than historical operating and financial performance; and (iii) the recessionary case scenario contains estimates of future results which include limited growth resulting only from operational cost improvements and limited benefits of new higher-value product
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RemovedMD&A
offerings. Management determines the probability that each cash flow scenario will come to fruition based on the specific facts and circumstances of each of the preceding scenarios, with the base case typically receiving the majority of the weighting.
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RemovedMD&A
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 this report.
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RewordedMD&A
The net Net proceeds from the issuance and sale of the 2032/2052 Notes were used along with cash on hand during the second quarter of 2025 to redeem all of the outstanding $600 $500 million aggregate principal amount of our 4.125% 2.000% Notes due 2022 (the “2022 Notes”) 2025 and $500 million aggregate principal amount of our 4.000% 3.950% Notes due 2023 (the “2023 2025 (collectively, the “2025 Notes”) pursuant to the terms of the indenture governing the 2022 Notes and the 2023 2025 Notes.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
The Organisation for Economic Co-operation and Development ( the “OECD”) estimated that global crude steel production overcapacity would grow from approximately 632 million net tons in 2024 to approximately 710 million net tons in 2025.However, However, additional capacity continues to come online and China’s steel production, the largest steel producing country, is still near record levels.
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RewordedMD&A
Year Ended December 31, 2025 2024 2023 % Change Joist and deck sales 391 510 -23% Deck sales 321 401 -20% 871 712 22% Rebar fabrication sales 1,179 1,020 1,169 -13% 16% Tubular products sales 947 856 949 -10% 11% Building systems sales 228 238 248 -4% Other steel products sales 1,172 1,192 1,209 -1% -2% Total steel products sales 4,397 4,018 4,486 -10% 9%
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RewordedMD&A
The projects that we anticipate will have the largest increase in capital expenditures in 2025 are was primarily due to the sheet mill under construction in West Virginia, the construction of two a manufacturing locations 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.
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RewordedMD&A
Net sales for the steel products segment decreased 21% increased 2% in 2024 2025 from the prior year due to a 12% 9% increase in volumes, partially offset by a 6% decrease in the average sales price per ton, from $2,845 in 2023 to $2,510 in 2024, as well as a 10% decrease 2024 to $2,348 in volumes. 2025.
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RewordedMD&A
The $1.24 billion increase $508 million decrease in cash used in investing activities was primarily due to $758 a decrease in the funding of acquisitions of over $750 million used in 2024 to fund acquisitions 2025 compared to $71 million used to fund acquisitions in 2023. 2024. $565 million of this was used in the acquisition of Rytec in 2024.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
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, compared to net earnings of $4.53 billion, or $18.00 per diluted share, in 2023. 2024.
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RewordedMD&A
Nucor’s cash and cash equivalents, equivalents and short-term investments and restricted cash and cash equivalents position remained strong at $2.70 billion as of December 31, 2025, compared with $4.14 billion as of December 31, 2024, compared with $7.13 billion as of December 31, 2023. 2024.
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RewordedMD&A
In 2022, March 2025, Nucor issued $500 million aggregate principal amount of the 2025 Notes, 2030 Notes and $500 million aggregate principal amount of the 2027 Notes, $550 million aggregate principal amount of the 2032 Notes and $550 million aggregate principal amount of the 2052 2035 Notes.
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RewordedMD&A
The largest decreases were at our joist and deck businesses, as deck, building systems, and rebar fabrication businesses due to decreased average selling prices and volumes continued to moderate from the historically high levels reached in 2022. margin compression.
Read it in 10-K 2026-02-25 at sec.gov ↗
RewordedMD&A
Most of the steel we produce in our mills is sold to outside customers (80% in both 2024 2025 and 2023), 2024), but a significant percentage is used internally by many of the facilities in our steel products segment (20% in both 2024 and 2023).
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RewordedMD&A
On March 11, 2022, 5, 2025, Nucor completed the issuance and sale of $550 $500 million aggregate principal amount of its 3.125% 4.650% Notes due 2032 2030 (the “2032 “2030 Notes”) and $550 $500 million aggregate principal amount of its 3.850% 5.100% Notes due 2052 2035 (the “2052 “2035 Notes” and, together with the 2032 2030 Notes, the “2032/2052 Notes”). “Notes”).
Read it in 10-K 2026-02-25 at sec.gov ↗