Item 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
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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 2015 Annual Report, pages 46 through 76:
| • | 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, 2015 and 2014 |
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| • | Consolidated Statements of Earnings—Years ended December 31, 2015, 2014 and 2013 |
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| • | Consolidated Statements of Comprehensive Income—Years ended December 31, 2015, 2014 and 2013 |
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| • | Consolidated Statements of Stockholders’ Equity—Years ended December 31, 2015, 2014 and 2013 |
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| • | Consolidated Statements of Cash Flows—Years ended December 31, 2015, 2014 and 2013 |
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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, 2015, 2014 and 2013 | 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 Exhibit 3.1 to the Current Report on Form 8-K filed September 14, 2010 (File No. 001-04119)) | |
| 3(i) | Bylaws as amended and restated September 11, 2012 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed September 13, 2012 (File No. 001-04119)) | |
| 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 Exhibit 4.1 to the Registration Statement on Form S-4 filed December 13, 2002 (File No. 333-101852)) | |
| 4(i) | Indenture, dated as of August 19, 2014, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 filed August 20, 2014 (File No. 333-198263)) | |
| 4(ii) | Second Supplemental Indenture, dated as of 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 Exhibit 4.2 to the Registration Statement on Form S-4 filed December 13, 2002 (File No. 333-101852)) |
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| 4(iii) | Third Supplemental Indenture, dated as of 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 Exhibit 4.1 to the Current Report on Form 8-K filed December 4, 2007 (File No. 001-04119)) | |
| 4(iv) | Fourth Supplemental Indenture, dated as of 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 Exhibit 4.2 to the Current Report on Form 8-K filed June 3, 2008 (File No. 001-04119)) | |
| 4(v) | Fifth Supplemental Indenture, dated as of September 21, 2010, between Nucor Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed September 21, 2010 (File No. 001-04119)) | |
| 4(vi) | Sixth Supplemental Indenture, dated as of July 29, 2013, between Nucor Corporation and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119)) | |
| 4(vii) | Seventh Supplemental Indenture, dated as of December 10, 2014, among Nucor Corporation, The Bank of New York Mellon, as prior trustee, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 11, 2014 (File No. 001-04119)) | |
| 4(viii) | Form of 5.750% Notes due December 2017 (included in Exhibit 4(iii) above) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 4, 2007 (File No. 001-04119)) | |
| 4(ix) | Form of 6.400% Notes due December 2037 (included in Exhibit 4(iii) above) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 4, 2007 (File No. 001-04119)) | |
| 4(x) | Form of 5.850% Notes due June 2018 (included in Exhibit 4(iv) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed June 3, 2008 (File No. 001-04119)) | |
| 4(xi) | Form of 4.125% Notes due September 2022 (included in Exhibit 4(v) above) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed September 21, 2010 (File No. 001-04119)) | |
| 4(xii) | Form of 4.000% Notes due August 2023 (included in Exhibit 4(vi) above) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119)) | |
| 4(xiii) | Form of 5.200% Notes due August 2043 (included in Exhibit 4(vi) above) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119)) | |
| 10 | 2005 Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 17, 2005 (File No. 001-04119)) (#) | |
| 10(i) | Amendment No. 1 to 2005 Stock Option and Award Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended September 29, 2007 (File No. 001-04119)) (#) | |
| 10(ii) | 2010 Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended July 3, 2010 (File No. 001-04119)) (#) | |
| 10(iii) | Nucor Corporation 2014 Omnibus Incentive Compensation Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed March 25, 2014 (File No. 001-04119)) (#) |
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| 10(iv) | Form of Restricted Stock Unit Award Agreement—time-vested awards (incorporated by reference to Exhibit 10(iv) to the Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-04119)) (#) | |
| 10(v) | Form of Restricted Stock Unit Award Agreement—retirement-vested awards (incorporated by reference to Exhibit 10(v) to the Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-04119)) (#) | |
| 10(vi) | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended April 1, 2006 (File No. 001-04119)) (#) | |
| 10(vii) | Form of Award Agreement for Annual Stock Option Grants used for awards granted prior to May 8, 2014 (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No. 001-04119)) (#) | |
| 10(viii) | Form of Award Agreement for Annual Stock Option Grants used for awards granted after May 7, 2014 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended July 5, 2014 (File No. 001-04119)) (#) | |
| 10(ix) | Employment Agreement of John J. Ferriola (incorporated by reference to Exhibit 10(vii) to the Annual Report on Form 10-K for the year ended December 31, 2001 (File No. 001-04119)) (#) | |
| 10(x) | Amendment to Employment Agreement of John J. Ferriola (incorporated by reference to Exhibit 10(xix) to the Annual Report on Form 10-K for the year ended December 31, 2007 (File No. 001-04119)) (#) | |
| 10(xi) | Employment Agreement of Ladd R. Hall (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended September 29, 2007 (File No. 001-04119)) (#) | |
| 10(xii) | Employment Agreement of R. Joseph Stratman (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended September 29, 2007 (File No. 001-04119)) (#) | |
| 10(xiii) | Employment Agreement of James D. Frias (incorporated by reference to Exhibit 10(xi) to the Annual Report on Form 10-K for the year ended December 31, 2009 (File No. 001-04119)) (#) | |
| 10(xiv) | Employment Agreement of James R. Darsey (incorporated by reference to Exhibit 10(xxii) to the Annual Report on Form 10-K for the year ended December 31, 2010 (File No. 001-04119)) (#) | |
| 10(xv) | Employment Agreement of Keith B. Grass (incorporated by reference to Exhibit 10(xix) to the Annual Report on Form 10-K for the year ended December 31, 2011 (File No. 001-04119)) (#) | |
| 10(xvi) | Retirement, Separation, Waiver and Release Agreement of Keith B. Grass (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended October 4, 2014 (File No. 001-04119)) (#) | |
| 10(xvii) | Employment Agreement of Raymond S. Napolitan, Jr. (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended June 29, 2013 (File No. 001-04119)) (#) | |
| 10(xviii) | Employment Agreement of Chad Utermark (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended July 5, 2014 (File No. 001-04119)) (#) | |
| 10(xix) | Employment Agreement of David A. Sumoski (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended October 4, 2014 (File No. 001-04119)) (#) | |
| 10(xx) | Severance Plan for Senior Officers and General Managers, as amended and restated effective February 18, 2009 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended April 4, 2009 (File No. 001-04119)) (#) |
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| 10(xxi) | Senior Officers Annual Incentive Plan, as amended and restated effective January 1, 2013 (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed March 27, 2013 (File No. 001-04119)) (#) | |
| 10(xxii) | Senior Officers Long-Term Incentive Plan, as amended and restated effective January 1, 2013 (incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A filed March 27, 2013 (File No. 001-04119)) (#) | |
| 10(xxiii) | 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 Exhibit 10(xxiii) to the Annual Report on Form 10-K for the year ended December 31, 2012 (File No. 001-04119)) † | |
| 10(xxiv) | 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. (incorporated by reference to Exhibit 10(xxv) to the Annual Report on Form 10-K for the year ended December 31, 2014 (File No. 001-04119)) † | |
| 12* | Computation of Ratio of Earnings to Fixed Charges | |
| 13* | 2015 Annual Report (portions incorporated by reference) | |
| 21* | Subsidiaries | |
| 23* | Consent of Independent Registered Public Accounting Firm | |
| 24* | Power of Attorney (included on signature pages) | |
| 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* | Financial Statements from the Annual Report on Form 10-K of Nucor Corporation for the year ended December 31, 2015, filed February 26, 2016, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows 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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| † | Confidential treatment has been granted for certain portions which are omitted in the copy of the exhibit electronically filed with the 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 26, 2016 |
POWER OF ATTORNEY
KNOW ALL PERSONS 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, with full power of substitution and resubstitution 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 date indicated.
| /S/ JOHN J. FERRIOLA | /S/ HARVEY B. GANTT | |||
| John J. Ferriola Chairman, Chief Executive Officer and President (Principal Executive Officer) | Harvey B. Gantt Director | |||
| /S/ JAMES D. FRIAS | /S/ GREGORY J. HAYES | |||
| James D. Frias Chief Financial Officer, Treasurer and Executive Vice President (Principal Financial Officer) | Gregory J. Hayes Director | |||
| /S/ MICHAEL D. KELLER | /S/ VICTORIA F. HAYNES | |||
| Michael D. Keller Vice President and Corporate Controller (Principal Accounting Officer) | Victoria F. Haynes Director | |||
| /S/ BERNARD L. KASRIEL | ||||
| Bernard L. Kasriel Director | ||||
| /S/ CHRISTOPHER J. KEARNEY | ||||
| Christopher J. Kearney Director | ||||
| /S/ LAURETTE T. KOELLNER | ||||
| Laurette T. Koellner Director |
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| /S/ RAYMOND J. MILCHOVICH | ||||
| Raymond J. Milchovich Lead Director | ||||
| /S/ JOHN H. WALKER | ||||
| John H. Walker Director |
Dated: February 26, 2016
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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, 2015, 2014 and 2013 | 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 26, 2016 appearing in the 2015 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 26, 2016
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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, 2015 LIFO Reserve | $ | 567,396 | $ | — | $ | (466,834 | ) | $ | 100,562 | |||||||
| 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 |
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NUCOR CORPORATION
List of Exhibits to Form 10-K—December 31, 2015
| Exhibit No. | Description of Exhibit | |
| 12 | Computation of Ratio of Earnings to Fixed Charges | |
| 13 | 2015 Annual Report (portions incorporated by reference) | |
| 21 | Subsidiaries | |
| 23 | Consent of Independent Registered Public Accounting Firm | |
| 24 | Power of Attorney (included on signature pages) | |
| 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 | Financial Statements from the Annual Report on Form 10-K of Nucor Corporation for the year ended December 31, 2015, filed February 26, 2016, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Earnings, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements. |
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