Nucor (NUE) 10-K risk factor changes: FY2016 vs FY2015

As a result, downturns in the [removed: United States] [added: U.S.] economy or any of these industries could materially adversely affect our results of operations, financial condition and cash flows.

[removed: These] imports, which are also affected by demand in the domestic market, international currency conversion rates and [added: domestic and international government actions, can result in downward pressure on steel prices, which could materially adversely affect our business, results of operations, financial condition and cash flows.]

This [removed: rising] overcapacity and [added: the] slowdown in demand in China [removed: has] [added: have] resulted in a further increase in imports of artificially low-priced steel and steel products to the United States and world steel markets.

Producers in the world steel market could pursue additional export opportunities as a result of the current abundance of ocean freight [removed: capacity and lower fuel costs.][added: capacity.]

Furthermore, the [removed: planned] addition of new capacity in the United States could exacerbate the issue of overcapacity domestically as well as globally.

Although we have [removed: further] vertically integrated our business by constructing our DRI facilities in Trinidad and Louisiana and also acquiring DJJ, we still must purchase most of our primary raw material, steel scrap, from numerous other sources located throughout the United States.

The availability and prices of raw materials may also be negatively affected by new laws and [added: regulations, allocation by suppliers, interruptions in production, accidents or natural disasters, changes in exchange rates, worldwide price fluctuations, and the availability and cost of transportation.]

As a carbon steel producer, Nucor [removed: will] [added: could] be increasingly affected both directly and indirectly if [added: more stringent] GHG regulations are further [removed: implemented.]

Because our operations are subject to most of these new GHG regulations, we [removed: have] [added: are] already [removed: begun to feel the impact] [added: impacted] in the permit modification and reporting processes.

Both GHG regulations and recently promulgated [removed: NAAQS,] [added: National Air Ambient Quality Standards (“NAAQS”),] which are more restrictive than previous standards, make it significantly more difficult to obtain new permits and to modify existing permits.

The discovery of new natural gas reserves utilizing the practice of horizontal drilling and hydraulic [added: fracturing is dampening some of this indirect impact, as some utilities switch fuels to natural gas from coal thereby reducing their emissions significantly.]

The USEPA has recently finalized its CPP, but [removed: there are ongoing legal challenges to] that [removed: regulation.][added: regulation is currently undergoing judicial review.]

The increase in electric costs will vary on a state by state basis but [removed: will] [added: could] be substantial across all regions.

To the extent that these regulations cause either directly or indirectly an increase in the cost of energy, they [removed: will] [added: could] have an impact on Nucor’s competitive position.

For the five-year period ended December 31, [removed: 2015,] [added: 2016,] our total capital expenditures, excluding acquisitions, were approximately $4 billion.

Our provision for income taxes and cash tax liability in the future could be adversely affected by changes in U.S. tax [added: laws.]

Potential changes that would adversely affect us include, but are not limited to, current proposals for corporate tax reform which would lower tax [removed: rates and] [added: rates,] eliminate [removed: most] [added: many] tax deductions [removed: \[repealing LIFO (last-in, first-out treatment of inventory), accelerated] [added: (accelerated] depreciation, [added: interest expense,] and the domestic production activity [removed: deduction\]] [added: deduction)] and [removed: decrease the ability of U.S. companies to receive a tax credit for foreign taxes paid or to defer the U.S.] [added: create border adjustments eliminating] deduction of [removed: expenses in connection with investments made in other countries.][added: inputs from foreign sources.]

These

According to the American Iron and Steel Institute, global steel overcapacity is estimated at approximately 770 million tons per year, with China’s overcapacity being the largest piece at approximately 470 million tons.

implemented.

Although the rule is stayed pending a final court decision, utility companies are making decisions today that will likely increase cost for energy purchasers.

Currently, there is uncertainty as to the future of these regulations given the change in administration in Washington.

domestic and international government actions, can result in downward pressure on steel prices, which could materially adversely affect our business, results of operations, financial condition and cash flows.

In particular, steel production in China, the world’s largest producer and consumer of steel, continues to exceed Chinese demand.

According to the China Iron & Steel Association, China’s total annual crude steel capacity is 1.2 billion metric tons, while Chinese apparent steel demand was only 645 million metric tons in the first 11 months of 2015.

regulations, allocation by suppliers, interruptions in production, accidents or natural disasters, changes in exchange rates, worldwide price fluctuations, and the availability and cost of transportation.

_A substantial or extended decline in natural gas prices could have a material adverse effect on our natural gas working interest drilling programs._

The financial performance and condition of our natural gas working interest drilling programs are substantially dependent on the prevailing prices of natural gas and liquids.

Fluctuations in natural gas or liquids prices could have an adverse effect on the Company’s natural gas operations and financial condition and the value and recovery of its reserves in the working interest drilling programs.

Prices for natural gas and liquids fluctuate in response to changes in the supply and demand for natural gas and oil, market uncertainty and a variety of additional factors beyond the Company’s control.

A substantial or extended decline in the price of natural gas could result in further delay or cancellation of existing or future drilling programs or curtailment in production at some properties, all of which could have an adverse effect on the Company’s revenues, profitability and cash flows.

fracturing is dampening some of this indirect impact, as some utilities switch fuels to natural gas from coal thereby reducing their emissions significantly.

Some states are expected to see increases in excess of 50% for ratepayers.

There will be many legal challenges to these new regulations, but the reality is that utility companies are making decisions today that will increase cost because of uncertainty of the outcome of any legal challenges.

Nucor operations have not, however, experienced any relief from these legal actions.

laws.

The information required by this item is incorporated by reference to Nucor’s [removed: 2015] [added: 2016] Annual Report, page [removed: 3 (Forward-looking] [added: 4 (Forward-Looking] Statements) and pages [removed: 22] [added: 26] through [removed: 41.][added: 45.]

At December 31, [removed: 2015,] [added: 2016,] 23% of Nucor’s long-term debt was in industrial revenue bonds that have variable interest rates that are adjusted weekly.

As of December 31, [removed: 2015,] [added: 2016,] there were no such contracts outstanding.

Natural gas produced by Nucor’s [removed: working interest] drilling [removed: programs] [added: operations] is being sold to third parties to offset our exposure to changes in the price of natural gas consumed by our Louisiana DRI [removed: facility.][added: facility and our steel mills in the United States.]

For the year ended December 31, [removed: 2015,] [added: 2016,] the volume of natural gas sold from our [removed: working interest] drilling [removed: programs] [added: operations] was approximately [removed: 54%] [added: 28%] of the volume of natural gas purchased for consumption in our domestic steelmaking and DRI facilities.

Gains and losses from derivatives designated as hedges are deferred in accumulated other comprehensive income [removed: (loss)] [added: (loss), net of income taxes] on the consolidated balance sheets and recognized into earnings in the same period as the underlying physical transaction.

At December 31, [removed: 2015,] [added: 2016,] accumulated other comprehensive income (loss) included [removed: $11.7] [added: $0.8] million in unrealized net-of-tax [removed: losses] [added: gains] for the fair value of these derivative instruments.

The following table presents the negative effect on pre-tax earnings of a hypothetical change in the fair value of derivative instruments outstanding at December 31, [removed: 2015,] [added: 2016,] due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in thousands):

Any resulting changes in fair value would be recorded as adjustments to other comprehensive income (loss), net of [removed: tax,] [added: income taxes,] or recognized in net earnings, as appropriate.

_Foreign Currency [removed: Risk—_Nucor] [added: Risk_—Nucor] is exposed to foreign currency risk primarily through its operations in Canada, Europe and Trinidad.

Open foreign currency derivative contracts at December 31, [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] were insignificant.

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 production.

| Natural gas | | $ | 5,800 | | | $ | 14,510 | |

| Aluminum | | | 1,272 | | | | 2,943 | |

| Copper | | | 1,099 | | | | 3,892 | |

##### [Table of Contents](#toc)

In addition to the natural gas needs at the Louisiana DRI facility, Nucor is also a substantial consumer of natural gas at our steel mill operations.

Dependent on future natural gas pricing, natural gas produced through the working interest drilling programs is expected to be sufficient to cover Nucor’s current demand at all of its steel mills in the United States plus the demand of two DRI plants or, alternatively, at three DRI plants.

However, the natural gas production from the working interest drilling programs currently does not completely cover the natural gas usage at our operating facilities due to the temporary suspension of drilling discussed below.

Our natural gas working interest drilling programs are affected by changes in natural gas prices in an inverse manner to natural gas costs at our DRI and steel mill operations.

As natural gas prices increase, our increased energy costs at our DRI and steel mill operations is somewhat mitigated by increased profit from sales of natural gas to third party customers from our working interest drilling programs.

Likewise, as natural gas prices decrease, we experience decreased energy costs at our DRI and steel mill operations, but we also experience decreased profit from our working interest drilling programs.

The impact of low natural gas prices associated with our working interest drilling programs is limited by the existence of a drilling suspension clause.

Nucor is contractually obligated to drill a minimum number of wells per year under the terms of our original agreements with Encana; however, we have the right to suspend drilling of new wells if market pricing falls below a pre-established threshold.

In the fourth quarter of 2013, Nucor and Encana agreed to temporarily suspend drilling new natural gas wells until there is a sustained improvement in natural gas pricing.

| Natural gas | | $ | 3,699 | | | $ | 9,247 | |

| Aluminum | | | 1,149 | | | | 2,872 | |

| Copper | | | 179 | | | | 447 | |

In [removed: 2015,] [added: 2016,] we recycled approximately [removed: 16.9] [added: 17.6] million tons of scrap steel.

Nucor has invested significant capital in recent years to [added: expand our product portfolio to include more value-added steel mill products,] improve our cost structure, enhance our operational flexibility and [removed: expand our product portfolios] [added: provide additional channels] to [removed: include more value-added, higher-margin offerings.][added: market for our products.]

Our investments total [removed: more than] [added: almost] $6 billion [removed: since] [added: over] the [removed: economic downturn began in 2009,] [added: last five years,] with approximately two-thirds going to capital expenditures and one-third going to acquisitions.

[removed: The Company believes] [added: We believe] that [removed: this] [added: our] focus on lowering cost will enable us to execute on our strategy of delivering profitable growth.

[removed: Expanding] [added: Shifting] our product mix [added: to a greater portion of value-added products] and [added: increasing end-user] market diversity will make us less susceptible to imports.

A major emphasis of our cost improvement and operational flexibility plan relates to [removed: controlling] [added: having more control over both the cost and reliable sourcing of] our raw [removed: materials cost.][added: materials.]

[removed: Our] [added: The combination of our Louisiana facility and our] DRI [removed: production capability] [added: plant in Trinidad with an annual capacity of 2,000,000 metric tons] gives us the flexibility to optimize Nucor’s overall iron units mix based on current market pricing for scrap and scrap substitutes to provide us with a low cost feedstock for our steel mills.

[removed: The heat treat line allows] [added: Those projects have positioned the mill to increase its diversity of product offerings to be less exposed to imports and have allowed] us to improve the product mix allocation between our [removed: two] plate mills and [removed: five] sheet mills to improve margins at those facilities.

Nucor’s steel mills segment has also grown significantly in recent years through the acquisitions of Gallatin Steel Company [removed: (“Gallatin”)] [added: (“Gallatin”), a plate mill in Longview, Texas (“Longview”)] and [removed: Skyline Steel LLC (“Skyline”).][added: Independence Tube Corporation]

Located on the Ohio River in Ghent, Kentucky, Gallatin has an annual sheet steel production capacity of approximately [removed: 1,800,000 tons.][added: 1,600,000 tons and provides us with expanded access to the important midwestern United States steel market.]

[removed: Completed] [added: Nucor-Yamato completed a $115 million project] in late [removed: 2014, this project added] [added: 2014 to add] several [removed: new] [added: additional] sheet piling sections, which expanded our product offerings to include wider piling sections that are lighter and stronger, covering more area at a lower installed cost.

[removed: Upon completion, the mill] [added: The joint venture also recently began shipping structural steel from its $75 million quench and self-tempering line, which] will [removed: be] [added: make that mill] the sole North American producer of certain high-strength, low-alloy structural sections.

Net sales to external customers, intercompany sales, depreciation expense, amortization expense, earnings before income taxes and noncontrolling interests, assets and capital expenditures by segment for each of the three fiscal years in the three-year period ended December 31, [removed: 2015] [added: 2016] are set forth in Note [removed: 23] [added: 22] of the Notes to Consolidated Financial Statements included in Nucor’s [removed: 2015] [added: 2016] Annual Report, which is incorporated by reference.

The steel mills segment is Nucor’s largest segment, representing approximately [removed: 67%] [added: 70%] of the Company’s sales to external customers in the fiscal year ended December 31, [removed: 2015.][added: 2016.]

In the steel mills segment, Nucor produces and distributes sheet steel (hot-rolled, cold-rolled and galvanized), [added: tubular products,] plate steel, structural steel (wide-flange beams, beam blanks, H-piling and sheet [removed: piling) and bar steel (blooms, billets, concrete reinforcing bar, merchant bar, wire rod and SBQ).]

In the raw materials segment, the Company produces DRI; brokers ferrous and nonferrous metals, pig iron, HBI and DRI; [added: supplies ferro-alloys; and processes ferrous and nonferrous scrap metal.]

Nucor produces hot-rolled, cold-rolled and galvanized sheet steel [removed: in standard grades and] to customers’ specifications while maintaining inventories to fulfill anticipated orders.

We estimate that approximately 60% of our sheet steel sales in [removed: 2015] [added: 2016] were to contract customers.

Our [added: tubular,] plate, structural, reinforcing and merchant bar steel come in standard sizes and grades, which allows us to maintain inventory levels of these products to meet our customers’ expected orders.

Almost all of our [added: tubular,] plate, structural, rebar, merchant bar and SBQ steel sales occur in the spot market at prevailing market prices.

In [removed: 2015,] [added: 2016,] approximately 86% of the shipments made by our steel mills segment were to external customers.

The [removed: balance] [added: remaining 14%] of the steel mills segment’s shipments went to our [added: tubular product maker, our] piling distributor and our downstream joist, deck, rebar fabrication, fastener, metal buildings and cold finish operations.

We market scrap metal products and related services to [added: our external customers through in-house sales forces.]

In [removed: 2015,] [added: 2016,] approximately [removed: 11%] [added: 10%] of the ferrous and nonferrous metals and scrap substitutes tons we processed were sold to external customers.

Also within the raw materials segment are our DRI plants in Trinidad and Louisiana that produce iron inputs exclusively for use in the Nucor mills, as well as our natural gas [removed: working interest drilling programs.][added: production operations.]

All natural gas produced by the [removed: working interest] drilling [removed: programs] [added: operations] is and will be sold to outside parties.

Our electric arc furnace steel mills face many different forms of competition, including integrated steel producers (who use iron ore converted into liquid form in a blast furnace as their basic raw material instead of scrap steel), other electric arc [removed: steel] furnace [added: steel] mills, foreign imports and alternative materials.

With the U.S. economy performing better than most other economies around the [removed: world,] [added: world and a strong U.S. dollar,] the U.S. steel market is the destination of choice for global steel producers.

[removed: These imports, which are often artificially-priced,] [added: Artificially-priced imports and duty evasion schemes] make it very difficult for Nucor to maintain sales prices and profit levels.

In [removed: 2015,] [added: 2016,] the U.S. [removed: government made preliminary] [added: steel industry received positive] determinations [removed: of injury] in [removed: three flat-rolled steel] trade cases involving [removed: corrosion resistant,] [added: three flat-rolled products—corrosion-resistant,] cold-rolled and hot-rolled [removed: steel products.][added: steel.]

China was a government-run, non-market economy in 2001 when it entered its [removed: Protocol of Accession to the World Trade Organization (“Protocol”),] [added: Protocol,] and China remains a government-run, non-market economy today.

Therefore, the United States [removed: has] [added: had] no reason to change its treatment of China as a non-market economy when [removed: only] one of the relevant provisions of the Protocol [removed: expires] [added: expired] in December 2016.

By treating China as a non-market economy in antidumping cases, the [removed: Commerce] [added: U.S.] Department [added: of Commerce] can assume that Chinese prices and costs are distorted, and [removed: uses] [added: may use] other methodologies to calculate antidumping duties.

In the steel mills segment, Nucor’s backlog of orders was approximately [removed: $1.17] [added: $1.52] billion and [removed: $1.56] [added: $1.17] billion at December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] respectively.

Nucor’s backlog of orders in the steel products segment was approximately [removed: $1.35] [added: $1.40] billion and [removed: $1.49] [added: $1.35] billion at December 31, [removed: 2015] [added: 2016] and [removed: 2014,] [added: 2015,] respectively.

Additionally, having a significant portion of our raw materials supply under our control minimizes risk associated with the global sourcing of raw materials, particularly since a good deal of scrap substitutes comes [removed: from regions of the world that have historically experienced greater political turmoil.]

Consequently, we use a variety of strategies to manage our exposure to price risk of natural gas, including cash flow hedges and our natural gas [removed: working interest] drilling [removed: programs.][added: operations.]

[removed: USEPA also] [added: The U.S. Environmental Protection Agency (“USEPA”)] issued a final rule regarding the Clean Power Plan (“CPP”).

While the CPP is directed at electric generating [removed: units] [added: units, as opposed to steelmaking operations,] Nucor expects indirect impact through increased electric costs.

There are ongoing legal challenges to the CPP which will likely delay any potential adverse impacts to [removed: us.][added: Nucor.]

The following projects at facilities within our steel mills segment illustrate Nucor’s execution on the value-added product expansion and cost improvement aspects of our strategy.

At our Hertford County, North Carolina plate mill, a series of expansions, including a heat treat line, a normalizing line and a vacuum tank degasser, were completed in 2013.

Additionally, our Nucor-Yamato Steel Company (“Nucor-Yamato”) joint venture has recently completed two major capital projects to broaden its product offerings.

In September 2016, Nucor announced that it will add an additional cold mill at its Nucor Steel Arkansas facility for an estimated $230 million that will expand our ability to produce advanced high-strength, high-strength low-alloy and motor lamination steel products.

We expect that the new cold mill complex will be operational in approximately two years.

(“Independence Tube”), as well as Southland Tube (“Southland”) and Republic Conduit (“Republic”) in early 2017.

Acquired during the third quarter of 2016 for approximately $29 million, Longview is able to produce 125,000 tons annually of higher value-added carbon and alloy plate products that can range from 1 to 12 inches thick and up to 138 inches wide.

Nucor completed the acquisition of Independence Tube during the fourth quarter of 2016 for approximately $430 million, and we completed the acquisition of Southland for approximately $130 million in January 2017.

From their five facilities in Alabama and Illinois, Independence Tube and Southland are able to produce over 800,000 tons annually of hollow structural section (HSS) tubing used primarily in nonresidential construction markets.

Nucor also completed the acquisition of Republic, a steel electrical conduit manufacturer with plants in Georgia and Kentucky, in January 2017 for approximately $335 million.

These three pipe and tube businesses provide Nucor with a new line of value-added products to offer our customers, and they provide a value-added channel to market as the businesses are consumers of Nucor’s hot-rolled sheet steel.

In addition to growing through capital expansions at existing operations and acquisitions, Nucor also uses joint ventures as a platform for growth.

We recently announced the formation of a joint venture with JFE Steel Corporation of Japan in which Nucor would have 50% ownership in a plant that will be built in central Mexico to supply galvanized sheet steel to the growing Mexican automotive market.

The plant, which is expected to be operational in 2019, will cost approximately $270 million and will have an annual capacity of 400,000 tons.

Nucor’s sheet mills will provide approximately half of the hot-rolled steel substrate that will be consumed by the joint venture.

On October 1, 2016, Nucor concluded several transactions to preserve its access to a long-term supply of low cost natural gas resources while maintaining capital flexibility.

Nucor purchased 49% of Encana Oil & Gas (USA) Inc.’s (“Encana”) leasehold interest covering approximately 54,000 acres in the South Piceance Basin, terminated two Carry & Earning (“C&E”) drilling agreements, and sold its 50% interest in Hunter Ridge Energy Services LLC (“Hunter Ridge”).

In the new arrangement, the determination of whether or not to participate and invest in all future drilling capital investment by one working interest owner is independent of other working interest owners.

Nucor retains its interest in all existing producing wells that it currently owns.

piling) and bar steel (blooms, billets, concrete reinforcing bar, merchant bar, wire rod and SBQ).

The raw materials segment also includes our natural gas drilling operations.

One of Nucor’s strategies for growth is expanding the channels by which our steel mills’ products can reach end-user customers.

We have a goal of increasing our volume sold to internal customers to 20%.

Steel imports were down 15% in 2016 compared to 2015.

Finished imports last year captured 26% market share.

The effects of successful trade cases involving flat-rolled products were an important step in returning fair trade to the U.S. flat-rolled steel market, but challenges still remain in several product areas.

The U.S. Department of Commerce recently announced preliminary duty determinations in investigations addressing cut-to-length plate from twelve countries.

The U.S. Department of Commerce also announced the initiation of antidumping duty investigations of imports of steel concrete reinforcing bar from Japan, Taiwan, and Turkey, and a countervailing duty (CVD) investigation of steel concrete reinforcing bar imports from Turkey.

We expect the plate and rebar cases to conclude in 2017.

Efforts by foreign companies to evade duties by routing products through third-party countries is also a challenge.

As a result, Nucor joined three other steelmakers in filing a petition alleging China is circumventing coated steel sheet duties by shipping product through Vietnam.

The U.S. government announced it will continue to treat China as a non-market economy, despite China’s insistence that it should be recognized as a market economy under its Protocol of Accession to the World Trade Organization (“Protocol”).

China has filed a challenge to the U.S. decision with the World Trade Organization.

from regions of the world that have historically experienced greater political turmoil.

DJJ operates six regional scrap companies within the United States that have the combined annual scrap processing capability of over five million tons.

In October 2016, Nucor concluded several transactions to improve its access to a long-term supply of natural gas.

Nucor purchased 49% of Encana’s leasehold interest covering approximately 54,000 acres in the South Piceance Basin.

Further, Nucor and Encana also terminated the two C&E drilling agreements entered into in 2010 and 2012, and Nucor sold its 50% equity interest in Hunter Ridge to Encana.

Hunter Ridge is a gas gathering and water service provider formed by Nucor and Encana in 2012 to support the joint well development in the North Piceance Basin.

In the new arrangement, the determination of whether or not to participate and invest in all future drilling capital investment by one working interest owner is independent of the other working interest owners.

We have a goal of being able to produce in house between six and seven million tons of annual capacity in high-quality scrap substitutes so that we can better control both the cost and reliable sourcing of these raw materials.

Between our DRI plant in Trinidad with an annual capacity of 2,000,000 metric tons and our new facility in Louisiana, we are approximately two-thirds of the way towards that goal.

To ensure our DRI plant in Louisiana has a sustained advantage from lower natural gas costs, Nucor entered into two long-term, onshore natural gas working interest drilling programs in U.S.-based proven reserves with Encana Oil & Gas (USA) Inc. (“Encana”).

The natural gas produced by these two programs is sold to third parties to offset our exposure to spot prices of natural gas consumed by the Louisiana DRI facility and our other operations.

Beginning in January 2014, Nucor and Encana temporarily suspended drilling of new natural gas wells as a result of current low natural gas prices.

This joint decision demonstrates the flexibility of our partnership with Encana to react to short-term market conditions while preserving our ability to manage Nucor’s long-term exposure to higher natural gas prices at our operating divisions that consume natural gas.

Nucor retains its contractual rights to resume drilling in a higher natural gas pricing environment.

Of the approximately $4 billion that we have spent since 2009 on capital expenditures, the main focus of that spending has been on projects that further our raw materials and value-added product diversification strategies.

Within the steel mills segment, Nucor has deployed significant amounts of capital to expand our product offerings, enhance productivity and improve costs at our existing operations.

Many of those steel mill capital projects came out of start-up during the last few years and are beginning to provide returns to Nucor’s stockholders.

At our Hertford County, North Carolina plate mill, several expansions made between 2011 and 2013 have positioned the mill to increase its diversity of product offerings that are less exposed to imports.

A heat treat line was added at that plate mill to facilitate Nucor’s growth in higher-margin plate products where

greater strength and abrasion resistance is required.

Also at the Hertford County mill, we commissioned a vacuum tank degasser and began operating a normalizing line.

Our South Carolina bar mill is producing wire rod on its new mill, and our Nebraska mill is now using the fifth strand at its melt shop caster and its upgraded rolling mill.

Our Tennessee mill added a second ladle metallurgy furnace, a fourth strand at its melt shop caster and a new quality assurance line.

This acquisition is strategically important as it expands Nucor’s footprint in the midwestern United States market.

The acquisition of Skyline in 2012 for $675 million was an important strategic investment as it paired Skyline’s leadership position in the steel piling distribution market with our Nucor-Yamato Steel Company (“Nucor-Yamato”) joint venture’s position as the market leader in steel piling manufacturing.

To build upon the synergies in the piling market serviced by Skyline, Nucor-Yamato invested $115 million in a project to broaden its range of hot-rolled piling products.

We recently announced a $75 million quench and self-tempering project at Nucor-Yamato, which is expected to be commissioned during the second half of 2016.

supplies ferro-alloys; and processes ferrous and nonferrous scrap metal.

The raw materials segment also includes our natural gas working interest drilling programs with Encana and Nucor’s equity method investment in Hunter Ridge Energy Services LLC.

our external customers through in-house sales forces.

Finished imports last year captured 29% market share, the second consecutive year that figure was at a historically high level.

While imports were down slightly from 2014, they were still 27% higher than they were in 2013.

All three cases are expected to be finalized in 2016.

China’s continued treatment as a non-market economy in trade disputes in 2016 and beyond is vital for the continued assertive enforcement of world trade rules.

As of December 31, 2015, DJJ operated approximately 70 scrap recycling facilities, and our annual scrap processing capability exceeded five million tons.

In June 2010, Nucor entered into an agreement with Encana that involves drilling and completing onshore natural gas wells in the United States.

Nucor entered into a second and more extensive drilling agreement with Encana in late 2012 that is projected to span more than 20 years.

Natural gas produced by these working interest drilling programs is sold to offset our exposure to spot prices of natural gas consumed by our Louisiana DRI

facility and our other operations.

Starting in January 2014, Nucor and Encana temporarily suspended drilling new natural gas wells as a result of current low natural gas prices.

Under its agreements with Encana, Nucor retains its contractual rights to resume drilling in a higher natural gas pricing environment.

However, both federal and state laws and regulations are becoming increasingly stringent, making compliance with them increasingly expensive and burdensome.

In many instances the total costs of compliance are not readily quantifiable because compliance is so engrained in our operating philosophy that these costs are simply considered part of our standard operating procedures.

The United States Environmental Protection Agency (“USEPA”) recently issued a final rule for the Ozone National Ambient Air Quality Standard (“NAAQS”).

The impact of the new Ozone NAAQS on Nucor is expected to be minimal and will create no adverse impacts.

Despite this atmosphere of constant regulatory change, at this time we do not believe that compliance with these new environmental regulations will have a material adverse effect on our results of operations, cash flows, or financial condition.

The USEPA has recently revised the rules and definitions with respect to recycling and disposal of solid wastes.

[added: Since 2008,] Nucor has been [removed: named,] [added: a defendant,] along with other major steel producers, [removed: as a co-defendant] in several related antitrust class-action [removed: complaints] [added: proceedings] filed by Standard Iron Works and other steel purchasers in the United States District Court for the Northern District of Illinois.

Two of these complaints [removed: have been] [added: were] voluntarily dismissed and are no longer pending.

The plaintiffs [removed: allege] [added: alleged] that from April 1, [removed: 2005,] [added: 2005] through December 31, 2007, eight steel manufacturers, including Nucor, engaged in anticompetitive activities with respect to the production and sale of steel.

The plaintiffs [removed: seek] [added: sought] monetary and other relief on behalf of themselves and [removed: a putative class] [added: classes] of [removed: all] [added: direct and indirect] purchasers of steel products from the defendants in the [removed: U.S.] [added: United States] between April 1, [removed: 2005,] [added: 2005] and December 31, 2007.

We [removed: continue to believe the plaintiffs’ claims are without merit and will vigorously defend against them, but we] cannot at this time predict the outcome of [removed: this] [added: the remaining] litigation or estimate the range of Nucor’s potential exposure [added: (if any)] and, consequently, have not recorded any reserves or contingencies related to [removed: this lawsuit.][added: the class of indirect purchasers.]

Nucor is from time to time a party to various [added: other] lawsuits, [removed: claims,] [added: claims] and [removed: other] legal proceedings that arise in the ordinary course of business.

Nucor denies those allegations.

On September 30, 2016, Nucor entered into an agreement to settle the claims of the class of direct purchasers of steel products for the amount of $23.4 million, which was paid during the fourth quarter of 2016.

Nucor believes the plaintiffs’ claims are without merit and did not admit liability or the validity of the plaintiffs’ claims as part of the settlement, but entered into the settlement in order to avoid the burden, expense and distraction of further litigation.

The settlement was subject to court approval.

On November 3, 2016, the court granted preliminary approval of the settlement.

Direct purchasers of steel products were given notice of the settlement and the opportunity to object to the settlement or to opt out as class members.

No purchasers timely objected to the settlement, and only two purchasers filed notices of intent to opt out.

On February 16, 2017, the Court granted final approval of the settlement.

The settlement does not resolve claims asserted by a separate putative class of indirect purchasers of steel products.

Nucor and other Defendants have moved to dismiss those indirect purchaser claims.

We will continue to vigorously defend against the indirect purchasers’ claims and any other claims relating to these allegations.

Five of the eight defendants have reached court approved settlements with the plaintiffs.

On September 9, 2015, the District Court entered an order ruling on issues of class certification.

The Court granted in part, and denied in part, the plaintiffs’ motion, certifying a class solely on the issue of whether defendants engaged in a conspiracy in violation of the antitrust laws, and declining to certify a class on the issues of antitrust impact and damages.

On March 25, 2014, a jury in the U.S. District Court for the Southern District of Texas returned a verdict against Nucor and its co-defendants in an antitrust lawsuit brought by plaintiff MM Steel, LP, a steel plate service center located in Houston.

The jury returned a verdict of $52.0 million in damages against all defendants jointly and severally.

On June 1, 2014, pursuant to antitrust laws providing for treble damages, the court awarded a judgment to MM Steel jointly and severally against the defendants in an amount totaling $160.8 million after including costs and attorneys’ fees.

As a result of post-verdict developments, including settlements reached by various other parties, the Company’s practical estimable exposure was reduced to approximately $40.0 million.

The Company appealed the judgment to the U.S. Court of Appeals for the Fifth Circuit, and on November 25, 2015, the Fifth Circuit reversed the verdict against Nucor finding that there was not sufficient evidence to support liability against the Company, thereby reducing our current practical estimable exposure to zero.

[removed: x] [added: ☒] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) [removed: OF][added: OF THE SECURITIES EXCHANGE ACT OF 1934]

[removed: THE] [added: ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE] SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, [removed: 2015][added: 2016]

Yes [removed: x] [added: ☒] No [removed: ¨][added: ☐]

Yes [removed: ¨] [added: ☐] No [removed: x][added: ☒]

| Large accelerated filer [removed: x] [added: ☒] | | Accelerated filer [removed: ¨] [added: ☐] | | Non-accelerated filer [removed: ¨] [added: ☐] | | Smaller reporting company [removed: ¨] [added: ☐] |

Aggregate market value of common stock held by non-affiliates was approximately [removed: $14.08] [added: $15.83] billion based upon the closing sales price of the registrant’s common stock on the last business day of the registrant’s most recently completed second fiscal quarter, July [removed: 4, 2015.][added: 2, 2016.]

[removed: 317,941,228] [added: 318,848,316] shares of the registrant’s common stock were outstanding at February [removed: 18, 2016.][added: 21, 2017.]

Documents incorporated by reference include: Portions of the registrant’s [removed: 2015] [added: 2016] Annual Report (Parts I, II and IV), and portions of the registrant’s definitive Proxy Statement for its [removed: 2016] [added: 2017] Annual Meeting of Stockholders (Part III) to be filed within 120 days after the registrant’s fiscal year end.

| | | Item 1. | | [removed: [Business](#s_toc71252_2)] [added: [Business](#10ktoc298801_2)] | | [added: |] 1 | [added: |]

| | | Item 1A. | | [Risk [removed: Factors](#s_toc71252_3)] [added: Factors](#10ktoc298801_3)] | | [added: |] 8 | [added: |]

| | | Item 1B. | | [Unresolved Staff [removed: Comments](#s_toc71252_4)] [added: Comments](#10ktoc298801_4)] | | [added: |] 13 | [added: |]

| | | Item 2. | | [removed: [Properties](#s_toc71252_5)] [added: [Properties](#10ktoc298801_5)] | | [added: |] 14 | [added: |]

| | | Item 3. | | [Legal [removed: Proceedings](#s_toc71252_6)] [added: Proceedings](#10ktoc298801_6)] | | [added: |] 15 | [added: |]

| | | Item 4. | | [Mine Safety [removed: Disclosures](#s_toc71252_7)] [added: Disclosures](#10ktoc298801_7)] | | [added: |] 15 | [added: |]

| | | [Executive Officers of the [removed: Registrant](#s_toc71252_8)] [added: Registrant](#10ktoc298801_8)] | | | | [removed: 15] | [added: 16 | |]

| | | Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#s_toc71252_10)] [added: Securities](#10ktoc298801_10)] | | [added: |] 17 | [added: |]

| | | Item 6. | | [Selected Financial [removed: Data](#s_toc71252_11)] [added: Data](#10ktoc298801_11)] | | [added: |] 17 | [added: |]

| | | Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s_toc71252_12)] [added: Operations](#10ktoc298801_12)] | | [added: |] 17 | [added: |]

| | | Item 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#s_toc71252_13)] [added: Risk](#10ktoc298801_13)] | | [added: |] 17 | [added: |]

| | | Item 8. | | [Financial Statements and Supplementary [removed: Data](#s_toc71252_14)] [added: Data](#10ktoc298801_14)] | | [removed: 19] | [added: 18 | |]

| | | Item 9. | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#s_toc71252_15)] [added: Disclosure](#10ktoc298801_15)] | | [removed: 19] | [added: 18 | |]

| | | Item 9A. | | [Controls and [removed: Procedures](#s_toc71252_16)] [added: Procedures](#10ktoc298801_16)] | | [removed: 19] | [added: 18 | |]

| | | Item 9B. | | [Other [removed: Information](#s_toc71252_17)] [added: Information](#10ktoc298801_17)] | | [removed: 19] | [added: 18 | |]

| [PART [removed: III](#s_toc71252_18)] [added: III](#10ktoc298801_18)] | | | | | | | [added: | |]

| | | Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#s_toc71252_19)] [added: Governance](#10ktoc298801_19)] | | [removed: 20] | [added: 19 | |]

| | | Item 11. | | [Executive [removed: Compensation](#s_toc71252_20)] [added: Compensation](#10ktoc298801_20)] | | [removed: 20] | [added: 19 | |]

| | | Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#s_toc71252_21)] [added: Matters](#10ktoc298801_21)] | | [removed: 20] | [added: 19 | |]

| | | Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s_toc71252_22)] [added: Independence](#10ktoc298801_22)] | | [removed: 20] | [added: 19 | |]

| | | Item 14. | | [Principal Accountant Fees and [removed: Services](#s_toc71252_23)] [added: Services](#10ktoc298801_23)] | | [removed: 20] | [added: 19 | |]

| | | Item 15. | | [Exhibits and Financial Statement [removed: Schedules](#s_toc71252_25)] [added: Schedules](#10ktoc298801_25)] | | [removed: 21] | [added: 20 | |]

10-K 1 d298801d10k.htm FORM 10-K

2016

| | | |

Yes ☒ No ☐

Yes ☒ No ☐

Yes ☐ No ☒

For the Fiscal Year Ended December 31, 2016

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| [PART I](#10ktoc298801_1) | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| [PART II](#10ktoc298801_9) | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| [PART IV](#10ktoc298801_24) | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | Item 16. | | [Form 10-K Summary](#10ktoc298801_26) | | | 23 | |

| | | | | | | | | |

| [SIGNATURES](#10ktoc298801_27) | | | | | | | 24 | |

10-K 1 d71252d10k.htm FORM 10-K

2015

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF

| | | | | | | |

| --- | --- | --- | --- | --- | --- | --- |

| [PART I](#s_toc71252_1) | | | | | | |

| [PART II](#s_toc71252_9) | | | | | | |

| [PART IV](#s_toc71252_24) | | | | | | |

| [SIGNATURES](#s_toc71252_26) | | | | | | 25 |

| [Index to Financial Statement Schedule](#s_toc71252_27) | | | | | | 27 |

| Berkeley County, South Carolina | | | [removed: 2,290,000] [added: 2,300,000] | | | Sheet steel, structural steel |

| Decatur, Alabama | | | [removed: 2,000,000] [added: 2,470,000] | | | Sheet [added: steel, tubular] steel |

| Norfolk, Nebraska | | | [removed: 1,490,000] [added: 1,530,000] | | | Bar steel |

| Hickman, Arkansas | | | [removed: 1,460,000] [added: 2,050,000] | | | Sheet steel |

| Ghent, Kentucky | | | [removed: 580,000] [added: 600,000] | | | Sheet steel |

| Memphis, Tennessee | | | [removed: 570,000] [added: 580,000] | | | Bar steel |

| Auburn, New York | | | [removed: 470,000] [added: 520,000] | | | Bar steel |

| Marion, Ohio | | | [removed: 450,000] [added: 430,000] | | | Bar steel |

| Tuscaloosa, Alabama | | | [removed: 380,000] [added: 390,000] | | | Plate steel |

| Birmingham, Alabama | | | [removed: 280,000] [added: 290,000] | | | Bar steel |

In the steel products segment, we have approximately [removed: 80 additional] [added: 70] operating [removed: facilities] [added: facilities,] in [added: addition to the 8 listed above, in] 37 states and [removed: 27] [added: 28] operating facilities in Canada.

In the raw materials segment, DJJ has [removed: approximately 70] [added: 67] operating facilities in [removed: 16] [added: 15] states along with multiple brokerage offices in the United States and certain other foreign locations.

[removed: During 2015, the] [added: The] average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments [added: in 2016] were approximately [removed: 68%,] [added: 80%,] 63% and [removed: 56%] [added: 62%] of production capacity, respectively.

| Marseilles, Illinois | | | 550,000 | | | Tubular steel |

| Longview, Texas | | | 430,000 | | | Plate steel |

| Chicago, Illinois | | | 350,000 | | | Tubular steel |

| Trinity, Alabama | | | 310,000 | | | Tubular steel |

During the fourth quarter of 2016, we revised our steel mill capacity estimates to reflect the impact of the shift in our product mix in recent years to include a greater diversity and proportion of value-added products which often run more slowly on our mills.

Darsey_ [removed: (60),] [added: (61),] Executive Vice President of Merchant and Rebar Products, was named EVP in September 2010.

[removed: He] [added: Mr. Darsey] began his Nucor career in 1979 as Design Engineer at Vulcraft-Texas, later serving as Engineering Manager at Vulcraft-Utah and Vulcraft-Texas.

Ferriola_ [removed: (63),] [added: (64),] has served as Chairman of the Board of Directors of Nucor since January 2014, as Chief Executive Officer since January 2013 and as President since January 2011.

Frias_ [removed: (59),] [added: (60),] has been Chief Financial Officer, Treasurer and Executive Vice President since January 2010.

Hall_ [removed: (59),] [added: (60),] Executive Vice President of Flat-Rolled Products, was named EVP in September 2007, having previously served as Vice President of Nucor since 1994.

Napolitan, Jr._ [removed: (58),] [added: (59),] was named Executive Vice President of Fabricated Construction Products in June 2013, having previously served as President of Nucor’s Vulcraft/Verco group from 2010 to 2013 and President of American Buildings Company from 2007 to 2010.

[removed: He] [added: Mr. Napolitan] began his Nucor career in 1996 as Engineering Manager of Nucor Building Systems-Indiana, and later served as General Manager of Nucor Building Systems-Texas.

Joseph Stratman_ [removed: (59),] [added: (60), Chief Digital Officer and] Executive Vice President of Raw Materials, was named EVP in September [removed: 2007, having previously served as Vice President of Nucor since 1999.][added: 2007 and CDO in August 2016.]

[removed: He] [added: Mr. Stratman] joined Nucor in 1989 as Controller of Nucor Building Systems-Indiana.

Sumoski_ [removed: (49),] [added: (50),] was named Executive Vice President of Engineered Bar Products in September 2014.

[removed: He] [added: Mr. Sumoski] was named Vice President of Nucor in 2010.

Chad Utermark_ [removed: (47),] [added: (48),] was named Executive Vice President of Beam and Plate Products in May 2014.

[removed: He] [added: Mr. Utermark] began his Nucor career as a utility operator at Nucor Steel-Arkansas in 1992, subsequently serving as shift supervisor and Hot Mill Manager at that division as well as Roll Mill Manager at Nucor Steel-Texas.

He was elected Vice President of Nucor in 1999.

Nucor paid a total dividend of [removed: $1.49] [added: $1.50] per share in [removed: 2015] [added: 2016] compared with [removed: $1.48] [added: $1.49] per share in [removed: 2014.][added: 2015.]

In [removed: December 2015,] [added: November 2016,] the Board of Directors increased the base quarterly cash dividend on Nucor’s common stock to [removed: $0.375] [added: $0.3775] per share from [removed: $0.3725] [added: $0.375] per share.

In February [removed: 2016,] [added: 2017,] the Board of Directors also declared Nucor’s [removed: 172nd] [added: 176th] consecutive quarterly cash dividend of [removed: $0.375] [added: $0.3775] per share payable on May 11, [removed: 2016] [added: 2017] to stockholders of record on March 31, [removed: 2016.][added: 2017.]

Additional information regarding the market for Nucor’s common stock, quarterly market price ranges, the number of stockholders and dividend payments is incorporated by reference to Nucor’s [removed: 2015] [added: 2016] Annual Report, page [removed: 80.][added: 86.]

Additional information regarding securities authorized for issuance under stock-based compensation plans is incorporated by reference to Nucor’s [removed: 2015] [added: 2016] Annual Report, pages [removed: 65] [added: 69] through [removed: 68.][added: 72.]

| --- | --- |

Our share repurchase program activity for each of the three months and the quarter ended December 31, 2015 was as follows (in thousands, except per share amounts):

| | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | Total Number of Shares Purchased | | | | Average Price Paid per Share (1) | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) | | |

| October 4, 2015—October 31, 2015 | | | — | | | | — | | | | — | | | $ | 900,000 | |

| November 1, 2015—November 28, 2015 | | | — | | | | — | | | | — | | | | 900,000 | |

| November 29, 2015—December 31, 2015 | | | 1,664 | | | $ | 39.96 | | | | 1,664 | | | | 833,495 | |

| For the Quarter Ended December 31, 2015 | | | 1,664 | | | | | | | | 1,664 | | | | | |

| (1) | Includes commissions of $0.02 per share. |

| (2) | On September 2, 2015, the Company announced that the Board of Directors had approved a stock repurchase program under which the Company is authorized to repurchase up to $900 million of the Company’s common stock. The new $900 million share repurchase program replaced any previously authorized repurchase programs. |

Historical financial information is incorporated by reference to Nucor’s [removed: 2015] [added: 2016] Annual Report, page [removed: 45.][added: 47.]

The information required by this item is incorporated by reference to Nucor’s [removed: 2015] [added: 2016] Annual Report, pages [removed: 46] [added: 48] through [removed: 76.][added: 82.]

_Evaluation of Disclosure Controls and [removed: Procedures—_As] [added: Procedures –_ As] of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.

_Changes in Internal Control Over Financial [removed: Reporting—_There] [added: Reporting –_ There] were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2015] [added: 2016] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

_Report on Internal Control Over Financial [removed: Reporting—_Management’s] [added: Reporting –_ Management’s] report on internal control over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002 and the attestation report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, on the effectiveness of Nucor’s internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] are incorporated by reference to Nucor’s [removed: 2015] [added: 2016] Annual Report, pages [removed: 46] [added: 48] through [removed: 47.][added: 49.]

The information required by this item about Nucor’s executive officers is contained in the section captioned _Executive Officers of the Registrant_ in Part I of this [removed: Form 10-K.][added: report.]

The other information required by this item is incorporated by reference to Nucor’s [added: definitive] Proxy Statement for the [removed: 2016] [added: 2017] Annual Meeting of Stockholders [removed: (the “Proxy] [added: (“Proxy] Statement”) under the headings _Election of Directors; Information Concerning Experience, Qualifications, Attributes and Skills of the [removed: Nominees; Section] [added: Nominees;_ _Section] 16(a) Beneficial Ownership Reporting Compliance_ and _Corporate Governance and Board of Directors_.

The information required by this item is incorporated by reference to the Proxy Statement under the headings _Executive Officer Compensation, Director Compensation_ and _Report of the Compensation [removed: and Executive] [added: and_ _Executive] Development Committee_.

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 [removed: 2015] [added: 2016] Annual Report, pages [removed: 46] [added: 48] through [removed: 76:][added: 82:]

| | • | | Consolidated Balance Sheets—December 31, [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] |

| | • | | Consolidated Statements of Earnings—Years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] |

| | • | | Consolidated Statements of Comprehensive [removed: Income—Years] [added: Income – Years] ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] |

| | • | | Consolidated Statements of Stockholders’ Equity—Years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] |

| | • | | Consolidated Statements of Cash Flows—Years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] |

[removed: All other schedules are omitted because they are not required,] [added: Schedule II is] not [removed: applicable, or the] [added: presented as all applicable] information is [removed: furnished] [added: presented] in the consolidated financial statements [removed: or] [added: and] notes.

[removed: Exhibits:][added: Exhibits:]

| 3(i) | | Bylaws as amended and restated September [removed: 11, 2012] [added: 15, 2016] (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed September [removed: 13, 2012] [added: 20, 2016] (File No. 001-04119)) |

| 4(ii) | | [removed: Second] [added: Third] Supplemental Indenture, dated as of [removed: October 1, 2002,] [added: 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 [removed: 4.2] [added: 4.1] to the [removed: Registration Statement] [added: Current Report] on Form [removed: S-4] [added: 8-K] filed December [removed: 13, 2002] [added: 4, 2007] (File No. [removed: 333-101852))] [added: 001-04119))] |

| 4(iii) | | [removed: Third] [added: Fourth] Supplemental Indenture, dated as of [removed: December 3, 2007,] [added: 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 [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K filed [removed: December 4, 2007] [added: June 3, 2008] (File No. 001-04119)) |

| 4(iv) | | [removed: Fourth] [added: Fifth] Supplemental Indenture, dated as of [removed: June 2, 2008,] [added: September 21, 2010,] between Nucor Corporation and The Bank of New York [removed: Mellon (formerly known as The Bank of New York),] [added: Mellon,] as trustee (incorporated by reference to Exhibit [removed: 4.2] [added: 4.1] to the Current Report on Form 8-K filed [removed: June 3, 2008] [added: September 21, 2010] (File No. 001-04119)) |

| [removed: 4(v)] [added: 4(vi)] | | [removed: Fifth] [added: Seventh] Supplemental Indenture, dated as of [removed: September 21, 2010, between] [added: December 10, 2014, among] Nucor [removed: Corporation and] [added: Corporation,] The Bank of New York Mellon, as [added: 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 [removed: September 21, 2010] [added: December 11, 2014] (File No. 001-04119)) |

| [removed: 4(vi)] [added: 4(v)] | | Sixth Supplemental Indenture, dated as of July 29, 2013, between Nucor Corporation and [removed: The] [added: U.S.] Bank [removed: of New York Mellon,] [added: National Association,] as [added: successor] trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119)) |

| [removed: 4(viii)] [added: 4(vii)] | | Form of 5.750% Notes due December 2017 (included in Exhibit [removed: 4(iii)] [added: 4(ii)] above) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 4, 2007 (File No. 001-04119)) |

| [removed: 4(ix)] [added: 4(viii)] | | Form of 6.400% Notes due December 2037 (included in Exhibit [removed: 4(iii)] [added: 4(ii)] above) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 4, 2007 (File No. 001-04119)) |

| [removed: 4(x)] [added: 4(ix)] | | Form of 5.850% Notes due June 2018 (included in Exhibit [removed: 4(iv)] [added: 4(iii)] above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed June 3, 2008 (File No. 001-04119)) |

| [removed: 4(xi)] [added: 4(x)] | | Form of 4.125% Notes due September 2022 (included in Exhibit [removed: 4(v)] [added: 4(iv)] above) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed September 21, 2010 (File No. 001-04119)) |

| [removed: 4(xii)] [added: 4(xi)] | | Form of 4.000% Notes due August 2023 (included in Exhibit [removed: 4(vi)] [added: 4(v)] above) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119)) |

| [removed: 4(xiii)] [added: 4(xii)] | | Form of 5.200% Notes due August 2043 (included in Exhibit [removed: 4(vi)] [added: 4(v)] 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(iv) | | Form of Restricted Stock Unit Award [removed: Agreement—time-vested] [added: 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 [removed: Agreement—retirement-vested] [added: 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(xv) | | Employment Agreement of [removed: Keith B. Grass] [added: Raymond S. Napolitan, Jr.] (incorporated by reference to Exhibit [removed: 10(xix)] [added: 10.2] to the [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December 31, 2011] [added: June 29, 2013] (File No. 001-04119)) (#) |

| 10(xvi) | | [removed: Retirement, Separation, Waiver and Release] [added: Employment] Agreement of [removed: Keith B. Grass] [added: Chad Utermark] (incorporated by reference to Exhibit [removed: 10] [added: 10.2] to the Quarterly Report on Form 10-Q for the quarter ended [removed: October 4,] [added: July 5,] 2014 (File No. 001-04119)) (#) |

| 10(xvii) | | Employment Agreement of [removed: Raymond S. Napolitan, Jr.] [added: David A. Sumoski] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Quarterly Report on Form 10-Q for the quarter ended [removed: June 29, 2013] [added: October 4, 2014] (File No. 001-04119)) (#) |

| 10(xviii) | | [removed: Employment Agreement of Chad Utermark] [added: 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 [removed: July 5, 2014] [added: April 4, 2009] (File No. 001-04119)) (#) |

| [removed: 10(xxi)] [added: 10(xix)] | | 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)) (#) |

| [removed: 10(xxii)] [added: 10(xx)] | | 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)) (#) |

| [removed: 10(xxiii)] [added: 10(xxi)] | | [removed: BJU Carry] [added: Termination] and [removed: Earning Agreement,] [added: Indemnification Agreement and Mutual Waiver and Release] dated October [removed: 31, 2012,] [added: 1, 2016] among Nucor Corporation, Nucor Energy Holdings [removed: Inc. and] [added: Inc.,] Encana Oil & Gas (USA) Inc. [added: and Hunter Ridge Energy Services LLC] (incorporated by reference to Exhibit [removed: 10(xxiii)] [added: 10.1] to the [removed: Annual] [added: Current] Report on Form [removed: 10-K for the year ended December 31, 2012] [added: 8-K filed October 4, 2016] (File No. 001-04119)) [removed: †] |

| 13* | | [removed: 2015] [added: 2016] Annual Report (portions incorporated by reference) |

| 101* | | Financial Statements from the Annual Report on Form 10-K of Nucor Corporation for the year ended December 31, [removed: 2015,] [added: 2016,] filed February [removed: 26, 2016,] [added: 28, 2017,] 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. |

| 18* | | Letter, dated February 28, 2017, from PricewaterhouseCoopers LLP |

| --- | --- |

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 | |

| | | |

| --- | --- | --- |

##### [Table of Contents](#toc)

| 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)) |

| 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)) (#) |

| 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)) † |

| † | 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. |

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 |

| --- | --- |

None.

##### [Table of Contents](#toc)

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 28, 2017 | | |

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/ PATRICK J. DEMPSEY |

| John J. Ferriola Chairman, Chief Executive Officer and President (Principal Executive Officer) | | Patrick J. Dempsey 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 |

##### [Table of Contents](#toc)

| | | |