Item 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
Financial Statements:
The following consolidated financial statements and notes thereto, management’s report on internal control over financial reporting and the report of independent registered public accounting firm are incorporated by reference to Nucor’s 2014 Annual Report, pages 44 through 74:
| • | Management’s Report on Internal Control Over Financial Reporting |
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| • | Report of Independent Registered Public Accounting Firm |
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| • | Consolidated Balance Sheets—December 31, 2014 and 2013 |
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| • | Consolidated Statements of Earnings—Years ended December 31, 2014, 2013 and 2012 |
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| • | Consolidated Statements of Comprehensive Income—Years ended December 31, 2014, 2013, and 2012 |
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| • | Consolidated Statements of Stockholders’ Equity—Years ended December 31, 2014, 2013 and 2012 |
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| • | Consolidated Statements of Cash Flows—Years ended December 31, 2014, 2013 and 2012 |
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| • | Notes to Consolidated Financial Statements |
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Financial Statement Schedules:
The following financial statement schedule is included in this report as indicated:
| Page | ||||
| Report of Independent Registered Public Accounting Firm on Financial Statement Schedule | 28 | |||
| Schedule II—Valuation and Qualifying Accounts—Years ended December 31, 2014, 2013 and 2012 | 29 |
All other schedules are omitted because they are not required, not applicable, or the information is furnished in the consolidated financial statements or notes.
Exhibits:
| 3 | Restated Certificate of Incorporation (incorporated by reference to Form 8-K filed September 14, 2010) | |
| 3(i) | Bylaws as amended and restated September 11, 2012 (incorporated by reference to Form 8-K filed September 13, 2012) | |
| 4 | Indenture, dated as of January 12, 1999, between Nucor Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Form S-4 filed December 13, 2002) | |
| 4(i) | Indenture, dated as of August 19, 2014, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Form S-3 filed August 20, 2014) | |
| 4(ii) | Second Supplemental Indenture, dated October 1, 2002, between Nucor Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Form S-4 filed December 13, 2002) | |
| 4(iii) | Third Supplemental Indenture, dated December 3, 2007, between Nucor Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Form 8-K filed December 4, 2007) |
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| 4(iv) | Fourth Supplemental Indenture, dated June 2, 2008, between Nucor Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Form 8-K filed June 3, 2008) | |
| 4(v) | Fifth Supplemental Indenture, dated September 21, 2010, between Nucor Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Form 8-K filed September 21, 2010) | |
| 4(vi) | Sixth Supplemental Indenture, dated July 29, 2013, between Nucor Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Form 8-K filed July 29, 2013) | |
| 4(vii) | Seventh Supplemental Indenture, dated December 10, 2014, between Nucor Corporation and The Bank of New York Mellon, as prior trustee, and U.S. Bank National Association, as successor trustee (incorporated by reference to Form 8-K filed December 11, 2014) | |
| 4(viii) | Form of 5.75% Notes due December 2017 (included in Exhibit 4(iii) above) (incorporated by reference to Form 8-K filed December 4, 2007) | |
| 4(ix) | Form of 6.40% Notes due December 2037 (included in Exhibit 4(iii) above) (incorporated by reference to Form 8-K filed December 4, 2007) | |
| 4(x) | Form of 5.85% Notes due June 2018 (included in Exhibit 4(iv) above) (incorporated by reference to Form 8-K filed June 3, 2008) | |
| 4(xi) | Form of 4.125% Notes due September 2022 (included in Exhibit 4(v) above) (incorporated by reference to Form 8-K filed September 21, 2010) | |
| 4(xii) | Form of 4.000% Notes due August 2023 (included in Exhibit 4(vi) above) (incorporated by reference to Form 8-K filed September July 29, 2013) | |
| 4(xiii) | Form of 5.200% Notes due August 2043 (included in Exhibit 4(vi) above) (incorporated by reference to Form 8-K filed July 29, 2013) | |
| 10 | 2005 Stock Option and Award Plan (incorporated by reference to Form 8-K filed May 17, 2005) (#) | |
| 10(i) | 2005 Stock Option and Award Plan, Amendment No. 1 (incorporated by reference to Form 10-Q for quarter ended September 29, 2007) (#) | |
| 10(ii) | 2010 Stock Option and Award Plan (incorporated by reference to Form 10-Q for quarter ended July 3, 2010) (#) | |
| 10(iii) | Nucor Corporation 2014 Omnibus Incentive Compensation Plan (incorporated by reference to Appendix A of the Proxy Statement on Schedule 14A filed March 25, 2014) (#) | |
| 10(iv) | Form of Restricted Stock Unit Award Agreement—time-vested awards (incorporated by reference to Form 10-K for year ended December 31, 2005) (#) | |
| 10(v) | Form of Restricted Stock Unit Award Agreement—retirement-vested awards (incorporated by reference to Form 10-K for year ended December 31, 2005) (#) | |
| 10(vi) | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Form 10-Q for quarter ended April 1, 2006) (#) | |
| 10(vii) | Form of Award Agreement for Annual Stock Option Grants used for awards granted prior to May 8, 2014 (incorporated by reference to Form 10-Q for quarter ended June 30, 2012) (#) | |
| 10(viii) | Form of Award Agreement for Annual Stock Option Grants used for awards granted after May 7, 2014 (incorporated by reference to Form 10-Q for quarter ended July 5, 2014) (#) |
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| 10(ix) | Employment Agreement of James D. Frias (incorporated by reference to Form 10-K for year ended December 31, 2009) (#) | |
| 10(x) | Employment Agreement of John J. Ferriola (incorporated by reference to Form 10-K for year ended December 31, 2001) (#) | |
| 10(xi) | Amendment to Employment Agreement of John J. Ferriola (incorporated by reference to Form 10-K for year ended December 31, 2007) (#) | |
| 10(xii) | Employment Agreement of Ladd R. Hall (incorporated by reference to Form 10-Q for quarter ended September 29, 2007) (#) | |
| 10(xiii) | Employment Agreement of R. Joseph Stratman (incorporated by reference to Form 10-Q for quarter ended September 29, 2007) (#) | |
| 10(xiv) | Employment Agreement of Keith B. Grass (incorporated by reference to Form 10-K for the year ended December 31, 2011) (#) | |
| 10(xv) | Retirement, Separation, Waiver and Release Agreement of Keith B. Grass (incorporated by reference to Form 10-Q for quarter ended October 4, 2014) (#) | |
| 10(xvi) | Employment Agreement of James R. Darsey (incorporated by reference to Form 10-K for year ended December 31, 2010) (#) | |
| 10(xvii) | Employment Agreement of Raymond S. Napolitan, Jr. (incorporated by reference to Form 10-Q for quarter ended June 29, 2013) (#) | |
| 10(xviii) | Employment Agreement of Chad Utermark (incorporated by reference to Form 10-Q for quarter ended July 5, 2014) (#) | |
| 10(xix) | Employment Agreement of David A. Sumoski (incorporated by reference to Form 10-Q for quarter ended October 4, 2014) (#) | |
| 10(xx) | Severance Plan for Senior Officers and General Managers as Amended and Restated Effective February 18, 2009 (incorporated by reference to Form 10-Q for quarter ended April 4, 2009) (#) | |
| 10(xxi) | Senior Officers Annual Incentive Plan, As Amended and Restated Effective January 1, 2013 (incorporated by reference to Appendix A of the Proxy Statement on Schedule 14A filed March 27, 2013) (#) | |
| 10(xxii) | Senior Officers Long-Term Incentive Plan, As Amended and Restated Effective January 1, 2013 (incorporated by reference to Appendix B of the Proxy Statement on Schedule 14A filed March 27, 2013) (#) | |
| 10(xxiii) | Underwriting Agreement, dated July 24, 2013, among Nucor Corporation, Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Form 8-K filed July 29, 2013) | |
| 10(xxiv) | BJU Carry and Earning Agreement dated October 31, 2012, among Nucor Corporation, Nucor Energy Holdings Inc. and Encana Oil & Gas (USA) Inc. (incorporated by reference to Form 10-K for year ended December 31, 2012) † | |
| 10(xxv)* | First Amendment to BJU Carry and Earning Agreement dated October 21, 2014, among Nucor Corporation, Nucor Energy Holdings Inc. and Encana Oil & Gas (USA) Inc. † | |
| 12 * | Computation of Ratio of Earnings to Fixed Charges | |
| 13* | 2014 Annual Report (portions incorporated by reference) | |
| 21* | Subsidiaries |
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| 23* | Consent of Independent Registered Public Accounting Firm | |
| 24* | Power of Attorney (included on signature page) | |
| 31* | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31(i)* | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32(i)** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101* | Nucor Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity, and (vi) the Notes to Consolidated Financial Statements. |
| * | Filed herewith. |
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| ** | Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K. |
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| † | Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with Securities and Exchange Commission. |
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| (#) | Indicates a management contract or compensatory plan or arrangement. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NUCOR CORPORATION | ||
| By: | /S/ JOHN J. FERRIOLA | |
| John J. Ferriola | ||
| Chairman, Chief Executive Officer and President | ||
| Dated: February 27, 2015 |
POWER OF ATTORNEY
KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James D. Frias and A. Rae Eagle, or either of them, his or her attorney-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorney-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| /S/ JOHN J. FERRIOLA | /S/ PETER C. BROWNING | |||
| John J. Ferriola Chairman, Chief Executive Officer and President (Principal Executive Officer) | Peter C. Browning Director | |||
| /S/ JAMES D. FRIAS | /S/ HARVEY B. GANTT | |||
| James D. Frias Chief Financial Officer, Treasurer and Executive Vice President (Principal Financial Officer) | Harvey B. Gantt Director | |||
| /S/ MICHAEL D. KELLER | /S/ GREGORY J. HAYES | |||
| Michael D. Keller Vice President and Corporate Controller (Principal Accounting Officer) | Gregory J. Hayes Director | |||
| /S/ VICTORIA F. HAYNES | ||||
| Victoria F. Haynes Director | ||||
| /S/ BERNARD L. KASRIEL | ||||
| Bernard L. Kasriel Director | ||||
| /S/ CHRISTOPHER J. KEARNEY | ||||
| Christopher J. Kearney Director |
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| /S/ RAYMOND J. MILCHOVICH | ||||
| Raymond J. Milchovich Lead Director | ||||
| /S/ JOHN H. WALKER | ||||
| John H. Walker Director |
Dated: February 27, 2015
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NUCOR CORPORATION
Index to Financial Statement Schedule
| Page | ||||
| Report of Independent Registered Public Accounting Firm on Financial Statement Schedule | 28 | |||
| Schedule II—Valuation and Qualifying Accounts—Years ended December 31, 2014, 2013 and 2012 | 29 |
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Report of Independent Registered Public Accounting Firm on Financial Statement Schedule
To the Board of Directors and Stockholders of
Nucor Corporation:
Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report dated February 27, 2015 appearing in the 2014 Annual Report to Stockholders of Nucor Corporation (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule listed in Item 15 of this Form 10-K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 27, 2015
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NUCOR CORPORATION
Financial Statement Schedule
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS (in thousands)
| Description | Balance at beginning of year | Additions charged to costs and expenses | Deductions | Balance at end of year | ||||||||||||
| Year ended December 31, 2014 LIFO Reserve | $ | 624,685 | $ | — | $ | (57,289 | ) | $ | 567,396 | |||||||
| Year ended December 31, 2013 LIFO Reserve | $ | 607,240 | $ | 17,445 | $ | — | $ | 624,685 | ||||||||
| Year ended December 31, 2012 LIFO Reserve | $ | 763,176 | $ | — | $ | (155,936 | ) | $ | 607,240 |
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NUCOR CORPORATION
List of Exhibits to Form 10-K—December 31, 2014
| Exhibit No. | Description of Exhibit | |
| 10(xxv)† | First Amendment to BJU Carry and Earning Agreement dated October 21, 2014, among Nucor Corporation, Nucor Energy Holdings Inc. and Encana Oil & Gas (USA) Inc. † | |
| 12 | Computation of Ratio of Earnings to Fixed Charges | |
| 13 | 2014 Annual Report (portions incorporated by reference) | |
| 21 | Subsidiaries | |
| 23 | Consent of Independent Registered Public Accounting Firm | |
| 24 | Power of Attorney (included on signature page) | |
| 31 | Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31(i) | Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32(i) | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101 | Nucor Corporation Annual Report on Form 10-K for the fiscal year ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Stockholders’ Equity, and (vi) the Notes to Consolidated Financial Statements. |
| † | Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment filed with Securities and Exchange Commission. |
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