Nucor (NUE) 10-K risk factor changes: FY2017 vs FY2016

[added: These] imports, which are also affected by demand in the domestic market, international currency conversion rates and 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.

[removed: Steel] [added: Excess capacity results in steel] and steel [removed: products] [added: products,] which would otherwise have been consumed by the local steel [removed: customers could then be] [added: customers, being] displaced into global [removed: markets,] [added: markets and thereby] putting our steel and steel products at a competitive disadvantage.

[removed: Furthermore, the] [added: The] domestic steel market could experience a contraction in exports at the same time as imports grow due to weakening conditions in Europe and policies of foreign governments that result in overvaluing the U.S. dollar against other foreign currencies.

While we believe that the long-term prospects for the steel industry remain bright, we are unable to predict the duration of the current economic conditions that are contributing to reduced demand for domestically produced steel and steel products [removed: well] below the 2007 pre-recession levels.

_Competition from other [added: steel] producers, imports or alternative materials may adversely affect our business._

[removed: Depending on a variety of factors, including raw materials cost and] availability, energy, technology, labor and capital costs, government control of currency exchange rates and government subsidies of foreign steel producers, our business may be materially adversely affected by competitive forces.

In many applications, steel competes with other materials, such as concrete, aluminum, [removed: composites, plastic] [added: plastics, composites] and wood.

As automobile producers work to produce vehicles in compliance with these new standards, they may reduce the amount of steel or begin utilizing alternative materials in cars and [added: light] trucks to improve fuel economy, thereby reducing demand for steel and resulting in further over-supply of steel in North America.

We rely to an extent on outside vendors to supply us with [added: key consumables such as graphite electrodes and] raw materials, including both scrap and scrap substitutes that are critical to the manufacture of our products.

The regulation of these GHGs through new [removed: regulations] [added: rulemaking] or legislation in an onerous form could have a material adverse impact on our results of operations, financial condition and cash flows._

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

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

These same regulations have indirectly increased the costs to manufacture our products as they have [added: increased] and continue to increase the cost of energy, primarily electricity, which we use extensively in the steelmaking process.

The [removed: USEPA] [added: EPA] has recently revised the rules and definitions around recycling and solid wastes.

[removed: Realizing the anticipated benefits of acquisitions or other transactions] will depend on our ability to operate these businesses and integrate them with our operations and to cooperate with our strategic partners.

_We are subject to information technology and cyber security threats which could have an adverse effect on our [removed: business._][added: business and results of operations._]

These risks could result in disclosure or destruction of key proprietary information and reputational damage that could adversely affect our ability to physically produce [removed: steel and therefore affect] [added: steel, resulting in lost revenues, as well as delays in reporting] our [removed: results of operations.][added: financial results.]

For the five-year period ended December 31, [removed: 2016,] [added: 2017,] our total capital expenditures, excluding acquisitions, were approximately [removed: $4] [added: $3.3] billion.

Certain of our businesses and investments are located outside of the United States, in [removed: Europe] [added: Europe, Mexico] and in emerging markets.

[removed: The results of this testing] for potential impairment may be adversely affected by the continuing uncertain market conditions for the steel industry, as well as changes in interest rates and general economic conditions.

If we determine that the fair value of any of these assets is less than the value recorded on our balance sheet, [removed: and] [added: and,] in the case of equity method investments the decline is other than temporary, we would likely incur a non-cash impairment loss that would negatively impact our results of operations.

_Tax increases and changes in tax [removed: rules] [added: laws and regulations] could adversely affect our financial results._

The G-20 Global Forum on Steel Excess Capacity, citing data from the Organisation for Economic Co-operation & Development and the World Steel Association, reports that in 2016 global steel production overcapacity was estimated at approximately 812,000,000 tons per year, with China being the largest contributor to overcapacity.

Total steel imports into the United States increased more than 15% in 2017 compared to the prior year.

Depending on a variety of factors, including raw materials cost and

The EPA has recently announced that it will be replacing the previously promulgated Clean Power Plan that was driving many utilities to shutter coal fired power plants.

At this time there is a significant degree of uncertainty with respect to the results of this change in regulatory direction.

While the federal government appears to be moving to relax burdensome regulations, some states are moving to enact their own regulations of carbon and other GHG emissions.

If such regulations are enacted in states in which Nucor does business, it could negatively affect those operations.

Realizing the anticipated benefits of acquisitions or other transactions

We also could be required to spend significant financial and other resources to remedy the damage caused by a security breach, including to repair or replace networks and information technology systems, liability for stolen information, increased cybersecurity protection costs, litigation expense and increased insurance premiums.

The results of this testing

The Tax Cuts and Jobs Act of 2017 significantly affected the way U.S.-based multinational companies are taxed.

Nucor expects to benefit from the Act’s domestic corporate tax law changes which will decrease the Company’s effective tax rate and cash tax liabilities.

The international portions of the Act, which transition the U.S. tax regime from a worldwide system to a modified territorial system and provide for U.S. tax on certain types of foreign income, may cause tax increases on the Company’s foreign operations.

It is unclear the extent to which U.S. states will change their rates and tax base in response to the Tax Cuts and Jobs Act, but changes could adversely affect our financial results.

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.

This overcapacity and the slowdown in demand in China have resulted in a further increase in imports of artificially low-priced steel and steel products to the United States and world steel markets.

A continuation of this unbalanced growth trend or a significant decrease in China’s rate of economic expansion could result in increasing steel exports from China.

Producers in the world steel market could pursue additional export opportunities as a result of the current abundance of ocean freight capacity.

implemented.

The USEPA has recently finalized its CPP, but that regulation is currently undergoing judicial review.

These are regulations intended to reduce GHGs from electric generating units.

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

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

The USEPA continues to press forward with new regulations that control GHG and other NAAQS pollutants.

Court challenges regarding many of these regulations have diminished to some extent their impact on various operations.

Further court challenges to some of the NAAQS revisions may affect our operations, but the impact is likely to be minimal.

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

The steel industry and our business are sensitive to changes in taxes.

As a company based in the United States, Nucor is more exposed to the effects of changes in U.S. tax laws than some of our major competitors.

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

Potential changes that would adversely affect us include, but are not limited to, current proposals for corporate tax reform which would lower tax rates, eliminate many tax deductions (accelerated depreciation, interest expense, and the domestic production activity deduction) and create border adjustments eliminating deduction of inputs from foreign sources.

The information required by this item is incorporated by reference to Nucor’s [removed: 2016] [added: 2017] Annual [removed: Report,] [added: Report to Stockholders,] page [removed: 4] [added: 3] (Forward-Looking Statements) and pages [removed: 26] [added: 24] through [removed: 45.][added: 42.]

_Interest Rate [removed: Risk_—Nucor] [added: Risk_ – Nucor] manages interest rate risk by using a combination of variable-rate and fixed-rate debt.

At December 31, [removed: 2016, 23%] [added: 2017, approximately 27%] of Nucor’s long-term debt was in industrial revenue bonds that have variable interest rates that are adjusted weekly.

The remaining [removed: 77%] [added: 73%] of Nucor’s long-term debt was at fixed rates.

As of December 31, [removed: 2016,] [added: 2017,] there were no such contracts outstanding.

_Commodity Price [removed: Risk_—In] [added: Risk_ – In] the ordinary course of business, Nucor is exposed to market risk for price fluctuations of raw materials and energy, principally scrap steel, other ferrous and nonferrous metals, alloys and natural gas.

For the year ended December 31, [removed: 2016,] [added: 2017,] the volume of natural gas sold from our drilling operations was approximately [removed: 28%] [added: 21%] 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 [removed: income (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: 2016,] [added: 2017,] accumulated other comprehensive [removed: income (loss)] [added: loss] included [removed: $0.8] [added: $2.8] million in unrealized net-of-tax [removed: gains] [added: losses] 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: 2016,] [added: 2017,] 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 [added: accumulated] other comprehensive [removed: income (loss),] [added: loss,] net of 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 [removed: Trinidad.][added: Mexico.]

Open foreign currency derivative contracts at December 31, [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] were insignificant.

| Natural gas | | $ | 15,640 | | | $ | 39,110 | |

| Aluminum | | | 3,657 | | | | 9,164 | |

| Copper | | | 4,088 | | | | 10,261 | |

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

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

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

Nucor Corporation and its affiliates (“Nucor,” the [removed: “Company”] [added: “Company,” “we,” “us”] or [removed: “we”)] [added: “our”)] manufacture steel and steel products.

The Company also produces direct reduced iron (“DRI”) for use in [removed: the Company’s] [added: its] steel mills.

Most of the Company’s operating facilities and customers are located in North [removed: America, but Nucor does business outside of North America as well.][added: America.]

The Company’s operations include [removed: several] international trading [added: and sales] companies that buy and sell steel and steel products manufactured by the Company and others.

In [removed: 2016,] [added: 2017,] we recycled approximately [removed: 17.6] [added: 18.8] million tons of scrap steel.

[removed: Our] [added: These] investments total [removed: almost $6] [added: $2.53] billion over the last [removed: five] [added: three] years, with approximately two-thirds going to capital expenditures and [added: approximately] one-third going to acquisitions.

We believe that our focus on lowering cost will enable us to execute on our strategy of delivering profitable [added: long-term] growth.

The following [added: recently completed] projects [added: to optimize operations] at [added: existing] facilities within our steel mills segment illustrate Nucor’s execution on the value-added product expansion and cost improvement aspects of our strategy.

The final components of Nucor’s $290 million project at our South Carolina, Nebraska and Tennessee bar mills [added: were completed in 2015] to expand our special bar quality (“SBQ”) and wire rod production capabilities by approximately [removed: one million tons were completed in 2015.][added: 1,000,000 tons.]

These SBQ projects [removed: are an important component of our strategy because they] allow us to produce engineered bar for more demanding applications that are less exposed to imports while maintaining our position as a low-cost commodity bar producer by shifting production [added: of rebar] to our other bar mills.

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

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

The joint venture also [removed: recently] began shipping structural steel from its $75 million quench and self-tempering [removed: line,] [added: line in late 2016,] which [removed: will make] [added: makes] that mill the sole North American producer of certain high-strength, low-alloy structural sections.

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

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

Acquired during the third quarter of 2016 for approximately $29 million, Longview is able to produce [added: approximately] 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.

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

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 [removed: (HSS)] [added: (“HSS”) steel] tubing used primarily in nonresidential construction markets.

[added: In January 2017,] Nucor also completed the acquisition of Republic, a steel electrical conduit manufacturer with plants in Georgia and Kentucky, [removed: in January 2017] for approximately [removed: $335] [added: $332] million.

[removed: We recently] [added: In 2016, we] announced the formation of a joint venture with JFE Steel Corporation of Japan in which Nucor [removed: would] [added: will] have 50% ownership in a plant that [removed: will be] [added: is being] built in central Mexico to supply galvanized sheet steel to the growing Mexican automotive market.

The plant, which is expected to be operational in [added: the second half of] 2019, will cost approximately $270 million and will have an annual capacity of [added: approximately] 400,000 tons.

Nucor’s sheet mills [removed: will] [added: are expected to] provide approximately half of the hot-rolled steel substrate that will be consumed by the joint venture.

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

Net sales to external customers, intercompany sales, depreciation expense, amortization expense, earnings [added: (loss)] 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: 2016] [added: 2017] are set forth in Note 22 of the Notes to Consolidated Financial Statements included in Nucor’s [removed: 2016] [added: 2017] Annual [removed: Report,] [added: Report to Stockholders,] which is incorporated by reference.

The steel mills segment is Nucor’s largest segment, representing approximately [removed: 70%] [added: 72%] of the Company’s sales to external customers in the [removed: fiscal] year ended December 31, [removed: 2016.][added: 2017.]

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

[added: The steel mills segment also includes] Nucor’s equity method investments in Duferdofin Nucor S.r.l.

In the steel products segment, Nucor produces steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, steel fasteners, metal building systems, steel [removed: grating,] [added: grating] and [added: expanded metal, and] wire and wire mesh.

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

We estimate that approximately [removed: 60%] [added: 65%] of our sheet steel sales in [removed: 2016] [added: 2017] were to contract customers.

These sheet sales contracts typically have terms ranging from six to [removed: twelve] [added: 12] months.

In [removed: 2016,] [added: 2017,] approximately [removed: 86%] [added: 83%] of the shipments made by our steel mills segment were to external customers.

The remaining [removed: 14%] [added: 17%] of the steel mills segment’s shipments went to our tubular [removed: product maker,] [added: products mills,] our piling distributor and our downstream joist, deck, rebar fabrication, fastener, metal buildings and cold finish operations.

We also broker ferrous and nonferrous metals and scrap substitutes, supply [removed: ferro-alloys,] [added: ferro-alloys] and provide transportation, material handling and other services to users of scrap metals.

In [removed: 2016,] [added: 2017,] approximately 10% of the ferrous and nonferrous metals and scrap substitutes tons we processed were sold to external customers.

We [removed: used] [added: consumed] the balance in our steel mills.

Also within the raw materials segment are our DRI plants in Trinidad and Louisiana that produce [added: high quality] iron inputs [removed: exclusively for use] [added: able to be used] in [removed: the Nucor mills,] [added: our steel mills’ melting process,] as well as our natural gas production operations.

Large [added: domestic] integrated steel producers have the ability to manufacture a [removed: wide] variety of products but face significantly higher energy costs and are often burdened with higher capital and fixed operating costs.

Electric arc furnace steel mill producers such as Nucor are sensitive to increases in scrap prices but tend to have lower capital and fixed operating costs compared with [added: large] integrated steel producers.

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

The significant developments in Nucor’s business in recent years have aligned with our capital allocation strategy.

Our highest capital allocation priority is to invest in our business for profitable long-term growth through our multi-pronged strategy of optimizing existing operations, acquisitions and greenfield expansions.

Our second priority is to provide our stockholders with cash dividends that are consistent with our success in delivering long-term earnings growth.

Our third priority is to opportunistically repurchase shares of our common stock when our cash position is strong and attractively priced growth opportunities are limited.

Nucor also recently announced several new capital projects with 2019 targeted completion dates which align with our expansion of value-added product offerings and cost-reduction strategies.

Our Nucor Steel Arkansas facility is building an additional cold mill at an estimated cost of $230 million.

At our sheet mill located in Ghent, Kentucky, which we acquired in 2014, Nucor recently announced plans to expand the 1,600,000 tons-per-year mill by building a hot band galvanizing line for approximately $176 million.

We believe

the new galvanizing line will be the widest hot-rolled galvanizing line in North America with its 72-inch product, allowing us to enter new automotive market segments.

Nucor has also recently announced several major investments within our bar mill group which will capitalize on our position as a low-cost producer of bar.

Nucor will build a 350,000 tons-per-year rebar micro mill near Kansas City in Sedalia, Missouri at an estimated cost of $250 million.

We believe that positioning the micro mill near the Kansas City market will provide us with a freight cost advantage relative to more distant suppliers, and we will also benefit from the scrap supply in the immediate area provided by our existing DJJ operations.

The second bar mill growth initiative is Nucor Steel Kankakee, Inc.’s plan to build a $180 million full range merchant bar mill with 500,000 tons of annual capacity at our existing mill in Bourbonnais, Illinois.

Like the new micro mill, we believe that the Kankakee mill will also benefit from logistical advantages and low-cost scrap supply.

Finally, Nucor has begun construction on an $85 million modernization project at our Marion, Ohio bar mill which will allow us to reduce our operating costs.

The steel products segment has experienced recent growth as well through the September 2017 acquisition of St. Louis Cold Drawn, Inc. (“St. Louis”) for approximately $60 million.

With a manufacturing location in St. Louis, Missouri and another location in Monterrey, Mexico, St. Louis is able to manufacture approximately 200,000 tons annually of cold drawn rounds, hexagons, squares and special sections to serve the U.S. and Mexican automotive and industrial markets.

The St. Louis acquisition also provides an additional channel to market for the SBQ products that we produce at some of our bar mills.

Also within our steel products segment, we have recently acquired the assets of several businesses that will expand our bar grating presence in the United States and provide us with joist and deck production capabilities in Eastern and Western Canada to better serve our customers in Canadian markets.

Nucor’s second capital allocation priority is to provide our stockholders with cash dividends that are consistent with our success in delivering long-term earnings growth.

Nucor has paid $1.45 billion in dividends to its stockholders during the past three years.

That dividend payout represents 29% of cash flows from operations during that three-year period.

Our third priority is to opportunistically repurchase shares of our common stock.

In 2015, Nucor’s Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to $900.0 million of shares of its common stock.

The Company repurchased $90.3 million shares of its common

stock in 2017, $5.2 million in 2016 and $66.5 million in 2015.

As of December 31, 2017, approximately $738.0 million remained available for repurchase under the program.

(“Duferdofin Nucor”) and NuMit LLC (“NuMit”), as well as Nucor’s steel trading businesses and rebar distribution businesses.

The percentage of shipments consumed internally has increased from 14% in 2016 due to some of the recent investments in our business, such as the tubular products plants and St. Louis that consume steel produced by our steel mills.

With the U.S. economy performing better than most other

In 2017, total steel imports increased by more than 15% compared to 2016.

As a result, the domestic steel industry has continued to aggressively pursue trade cases to curb unfairly traded imports.

In 2017, the U.S. Department of Commerce made favorable rulings in trade cases involving steel plate, rebar and wire rod.

At the end of the year, U.S. steel producers also received a favorable ruling in this case when the U.S. Department of Commerce made a preliminary determination that corrosion-resistant and cold-rolled steel from Vietnam that originated in China evaded U.S. anti-dumping and anti-subsidy orders.

A final determination is expected to be announced in the first quarter of 2018.

Nucor continually evaluates these

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.

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 plate mills and sheet mills to improve margins at those facilities.

In 2014, our Berkeley County, South Carolina mill successfully started up its nearly $100 million capital project that allows us to produce wider and thinner high-strength steel grades that can be used in a wide range of end use markets, including metal buildings, rail cars, water heaters, automotive, heavy equipment and motor lamination.

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.

Nucor acquired Gallatin in 2014 for a cash purchase price of $779 million.

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

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

Our 2,500,000 metric tons-per-year DRI facility in St. James Parish, Louisiana began production in December 2013.

The combination of our Louisiana facility and our DRI 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.

The DRI production process requires significant volumes of natural gas.

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.

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).

and NuMit LLC are included in the steel mills segment.

Also included in the steel mills segment are our distribution and international trading companies that buy and sell steel and steel products that Nucor and other steel producers have manufactured.

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

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

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.

In 2016, the U.S. steel industry received positive determinations in trade cases involving three flat-rolled products—corrosion-resistant, cold-rolled and hot-rolled steel.

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.

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

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

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 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 Nucor.

Additionally, the current administration has given strong signals that their intention is to repeal this regulation.

If this regulation moves forward, we expect the impacts will be spread over a significant timeframe, mitigating these impacts on Nucor’s operations.

which are captured in specialized emission control equipment.

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

Nucor maintains liability insurance [added: with self-insurance limits] for certain [removed: risks that is subject to certain self-insurance limits.][added: risks.]

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

The majority of these complaints were filed in September and October of 2008, with two additional complaints being filed in July and December of 2010.

Two of these complaints were voluntarily dismissed and are no longer pending.

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

Nucor denies those allegations.

The plaintiffs sought monetary and other relief on behalf of themselves and classes of direct and indirect purchasers of steel products from the defendants in the United States between April 1, 2005 and December 31, 2007.

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.

We cannot at this time predict the outcome of the remaining litigation or estimate the range of Nucor’s potential exposure (if any) and, consequently, have not recorded any reserves or contingencies related to the class of indirect purchasers.

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

For the fiscal year ended December 31, [removed: 2016][added: 2017]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, [removed: or] a smaller reporting [added: company or an emerging growth] company.

See the definitions of “large accelerated filer,” “accelerated [removed: filer” and] [added: filer,”] “smaller reporting company” [added: and “emerging growth company”] in Rule 12b-2 of the Exchange Act.

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

Aggregate market value of common stock held by non-affiliates was approximately [removed: $15.83] [added: $18.39] 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: 2, 2016.][added: 1, 2017.]

[removed: 318,848,316] [added: 317,936,751] shares of the registrant’s common stock were outstanding at February [removed: 21, 2017.][added: 23, 2018.]

Documents incorporated by reference include: Portions of the registrant’s [removed: 2016] [added: 2017] Annual Report [added: to Stockholders] (Parts I, II and IV), and portions of the registrant’s definitive Proxy Statement for its [removed: 2017] [added: 2018] Annual Meeting of Stockholders (Part III) to be filed within 120 days after the registrant’s fiscal year end.

| [removed: [PART I](#10ktoc298801_1)] [added: PART I] | | | | | | | | |

| | | Item 1. | | [removed: [Business](#10ktoc298801_2)] [added: [Business](#tx441208_1)] | | | 1 | |

| | | Item 1A. | | [Risk [removed: Factors](#10ktoc298801_3)] [added: Factors](#tx441208_2)] | | | 8 | |

| | | Item 1B. | | [Unresolved Staff [removed: Comments](#10ktoc298801_4)] [added: Comments](#tx441208_3)] | | | 13 | |

| | | Item 2. | | [removed: [Properties](#10ktoc298801_5)] [added: [Properties](#tx441208_4)] | | | 14 | |

| | | Item 3. | | [Legal [removed: Proceedings](#10ktoc298801_6)] [added: Proceedings](#tx441208_5)] | | | 15 | |

| | | Item 4. | | [Mine Safety [removed: Disclosures](#10ktoc298801_7)] [added: Disclosures](#tx441208_6)] | | | 15 | |

| | | [Executive Officers of the [removed: Registrant](#10ktoc298801_8)] [added: Registrant](#tx441208_7)] | | | | | [removed: 16] [added: 15] | |

| [removed: [PART II](#10ktoc298801_9)] [added: PART II] | | | | | | | | |

| | | Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#10ktoc298801_10)] [added: Securities](#tx441208_8)] | | | 17 | |

| | | Item 6. | | [Selected Financial [removed: Data](#10ktoc298801_11)] [added: Data](#tx441208_9)] | | | 17 | |

| | | Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#10ktoc298801_12)] [added: Operations](#tx441208_10)] | | | 17 | |

| | | Item 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#10ktoc298801_13)] [added: Risk](#tx441208_11)] | | | 17 | |

| | | Item 8. | | [Financial Statements and Supplementary [removed: Data](#10ktoc298801_14)] [added: Data](#tx441208_12)] | | | 18 | |

| | | Item 9. | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#10ktoc298801_15)] [added: Disclosure](#tx441208_13)] | | | 18 | |

| | | Item 9A. | | [Controls and [removed: Procedures](#10ktoc298801_16)] [added: Procedures](#tx441208_14)] | | | 18 | |

| | | Item 9B. | | [Other [removed: Information](#10ktoc298801_17)] [added: Information](#tx441208_15)] | | | [removed: 18] [added: 19] | |

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

| | | Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#10ktoc298801_19)] [added: Governance](#tx441208_16)] | | | [removed: 19] [added: 20] | |

| | | Item 11. | | [Executive [removed: Compensation](#10ktoc298801_20)] [added: Compensation](#tx441208_17)] | | | [removed: 19] [added: 20] | |

| | | Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#10ktoc298801_21)] [added: Matters](#tx441208_18)] | | | [removed: 19] [added: 20] | |

| | | Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#10ktoc298801_22)] [added: Independence](#tx441208_19)] | | | [removed: 19] [added: 20] | |

| | | Item 14. | | [Principal Accountant Fees and [removed: Services](#10ktoc298801_23)] [added: Services](#tx441208_20)] | | | [removed: 19] [added: 20] | |

| [removed: [PART IV](#10ktoc298801_24)] [added: PART IV] | | | | | | | | |

| | | Item 15. | | [Exhibits and Financial Statement [removed: Schedules](#10ktoc298801_25)] [added: Schedules](#tx441208_21)] | | | [removed: 20] [added: 21] | |

| | | Item 16. | | [Form 10-K [removed: Summary](#10ktoc298801_26)] [added: Summary](#tx441208_22)] | | | [removed: 23] [added: 24] | |

10-K 1 d441208d10k.htm 10-K

2017

SECURITIES EXCHANGE ACT OF 1934

SECURITIES EXCHANGE ACT OF 1934

| Large accelerated filer | | ☒ | | | | Accelerated filer | | ☐ |

| | | | | | | Emerging growth company | | ☐ |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE

For the Fiscal Year Ended December 31, 2017

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

| | | [SIGNATURES](#tx441208_23) | | | | | 25 | |

10-K 1 d298801d10k.htm FORM 10-K

2016

| | | |

| | | | | | | |

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

| | | | | | | | | |

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

| Blytheville, Arkansas | | | [removed: 2,560,000] [added: 2,570,000] | | | Structural steel, sheet steel |

| Berkeley County, South Carolina | | | [removed: 2,300,000] [added: 2,310,000] | | | Sheet steel, structural steel |

| Hickman, Arkansas | | | [removed: 2,050,000] [added: 2,060,000] | | | Sheet steel |

| Plymouth, Utah | | | [removed: 1,200,000] [added: 1,210,000] | | | Bar steel |

| Seattle, Washington | | | [removed: 640,000] [added: 670,000] | | | Bar steel |

| Memphis, Tennessee | | | [removed: 580,000] [added: 680,000] | | | Bar steel |

| Auburn, New York | | | [removed: 520,000] [added: 530,000] | | | Bar steel |

| Kankakee, Illinois | | | [removed: 430,000] [added: 450,000] | | | Bar steel |

| Birmingham, Alabama | | | [removed: 290,000] [added: 770,000] | | | Bar [added: steel, tubular] steel |

| Norfolk, Nebraska | | | [removed: 1,080,000] [added: 1,140,000] | | | Joists, deck, cold finished bar |

| Grapeland, Texas | | | [removed: 680,000] [added: 690,000] | | | Joists, deck |

The steel mills segment also includes [removed: Skyline,] [added: Skyline Steel, LLC,] our steel foundation distributor with U.S. manufacturing facilities in eight states and one facility in Canada, the majority of which are owned.

In the steel products segment, we have approximately [removed: 70] [added: 68] operating facilities, in addition to the [removed: 8] [added: eight] listed above, in [removed: 37] [added: 35] states [removed: and 28] [added: with 29] operating facilities in [removed: Canada.][added: Canada and one in Mexico.]

In the raw materials segment, DJJ has [removed: 67] [added: 68] operating facilities in [removed: 15] [added: 16] states along with multiple brokerage offices in the United States and certain other foreign locations.

The Trinidad site, including leased land, is approximately [removed: 1.84] [added: 1.91] million square feet.

The Louisiana site has approximately 174.2 million square feet of owned land with buildings that total approximately [removed: 72,000] [added: 72,500] square feet.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments in [removed: 2016] [added: 2017] were approximately [removed: 80%, 63%] [added: 85%, 64%] and [removed: 62%] [added: 65%] of production capacity, respectively.

We also own our principal executive [removed: office] [added: offices] in Charlotte, North Carolina.

| Louisville, Kentucky | | | 430,000 | | | Tubular steel |

| Cedar Springs, Georgia | | | 130,000 | | | 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.

[removed: Darsey_ (61),] [added: Sumoski_ (51),] Executive Vice President of Merchant and Rebar Products, was named EVP in September [removed: 2010.][added: 2014.]

Ferriola_ [removed: (64),] [added: (65),] 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: (60),] [added: (61),] has been Chief Financial Officer, Treasurer and Executive Vice President since January 2010.

Hall_ [removed: (60),] [added: (61),] 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: (59), was named] [added: (60),] Executive Vice President of [removed: Fabricated Construction Products] [added: Engineered Bar Products, was named EVP] 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.

Joseph Stratman_ [removed: (60),] [added: (61),] Chief Digital Officer and Executive Vice [removed: President of Raw Materials,] [added: President,] was named EVP in September 2007 and CDO in August 2016.

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

[removed: Chad Utermark_ (48),] [added: Topalian_ (49),] was named Executive Vice President of Beam and Plate Products in May [removed: 2014.][added: 2017, having previously served as Vice President of Nucor since 2013.]

He had previously served as General Manager of Nucor Steel-Texas from 2008 to 2011 and as General Manager of Nucor-Yamato [added: Steel Company] from 2011 to May 2014.

Darsey_ (62), Executive Vice President of Raw Materials, was named EVP in September 2010.

_Leon J.

He began his Nucor career at Nucor Steel-Berkeley in 1996, serving as a project engineer and then as cold mill production supervisor.

Mr. Topalian was promoted to Operations Manager for Nucor’s former joint venture in Australia and later served as Melting and Casting Manager at Nucor Steel-South Carolina.

He then served as General Manager of Nucor Steel Kankakee, Inc. from 2011 to 2014 and as General Manager of Nucor-Yamato Steel Company from 2014 to May 2017.

Nucor paid a total dividend of [removed: $1.50] [added: $1.51] per share in [removed: 2016] [added: 2017] compared with [removed: $1.49] [added: $1.50] per share in [removed: 2015.][added: 2016.]

In [removed: November 2016,] [added: December 2017,] the Board of Directors increased the base quarterly cash dividend on Nucor’s common stock to [removed: $0.3775] [added: $0.38] per share from [removed: $0.375] [added: $0.3775] per share.

In February [removed: 2017,] [added: 2018,] the Board of Directors also declared Nucor’s [removed: 176th] [added: 180th] consecutive quarterly cash dividend of [removed: $0.3775] [added: $0.38] per share payable on May 11, [removed: 2017] [added: 2018] to stockholders of record on March [removed: 31, 2017.][added: 29, 2018.]

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: 2016] [added: 2017] Annual [removed: Report,] [added: Report to Stockholders,] page [removed: 86.][added: 84.]

Additional information regarding securities authorized for issuance under stock-based compensation plans is incorporated by reference to Nucor’s [removed: 2016] [added: 2017] Annual [removed: Report,] [added: Report to Stockholders,] pages [removed: 69] [added: 68] through [removed: 72.][added: 71.]

Historical financial information is incorporated by reference to Nucor’s [removed: 2016] [added: 2017] Annual [removed: Report,] [added: Report to Stockholders,] page [removed: 47.][added: 46.]

The information required by this item is incorporated by reference to Nucor’s [removed: 2016] [added: 2017] Annual [removed: Report,] [added: Report to Stockholders,] pages [removed: 48] [added: 47] through [removed: 82.][added: 80.]

_Changes in Internal Control Over Financial Reporting –_ There were no changes in our internal control over financial reporting during the quarter ended December 31, [removed: 2016] [added: 2017] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

_Report on Internal Control Over Financial 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: 2016] [added: 2017] are incorporated by reference to Nucor’s [removed: 2016] [added: 2017] Annual [removed: Report,] [added: Report to Stockholders,] pages [removed: 48] [added: 47] through 49.

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

The other information required by this item is incorporated by reference to Nucor’s definitive Proxy Statement for the [removed: 2017] [added: 2018] Annual Meeting of Stockholders [removed: (“Proxy] [added: (the “Proxy] Statement”) under the headings _Election of Directors; Information Concerning Experience, Qualifications, Attributes and Skills of the Nominees;_ [removed: _Section 16(a)] [added: _Section_ _16(a)] Beneficial Ownership Reporting [removed: Compliance_] [added: Compliance_;] and _Corporate Governance and Board of Directors_.

Nucor has adopted a Code of Ethics for Senior Financial Professionals [removed: (“Code] [added: (the “Code] of Ethics”) that applies to the Company’s Chief Executive Officer, Chief Financial Officer, Corporate Controller and other senior financial professionals, as well as Corporate Governance Principles for our Board of Directors and charters for our [removed: board] [added: Board] committees.

The information required by this item is incorporated by reference to the Proxy Statement under the headings _Executive Officer [removed: Compensation,] [added: Compensation;] Director [removed: Compensation_ and] [added: Compensation_;] _Report of the Compensation and_ _Executive Development [removed: Committee_.][added: Committee_; and _Board’s Role in Risk Oversight_.]

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: 2016] [added: 2017] Annual [removed: Report,] [added: Report to Stockholders,] pages [removed: 48] [added: 47] through [removed: 82:][added: 80:]

| | • | | Consolidated Balance Sheets—December 31, [removed: 2016] [added: 2017] and [removed: 2015] [added: 2016] |

| | • | | Consolidated Statements of Earnings—Years [removed: ended] [added: Ended] December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] |

| | • | | Consolidated Statements of Comprehensive Income – Years [removed: ended] [added: Ended] December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] |

| | • | | Consolidated Statements of Stockholders’ Equity—Years [removed: ended] [added: Ended] December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] |

| | • | | Consolidated Statements of Cash Flows—Years [removed: ended] [added: Ended] December 31, [removed: 2016, 2015] [added: 2017, 2016] and [removed: 2014] [added: 2015] |

Schedule II is not presented as all applicable information is presented in the consolidated financial statements and [removed: notes.][added: notes thereto.]

| 3 | | [removed: Restated] [added: [Restated] Certificate of Incorporation (incorporated by reference to Exhibit [removed: 3.1] [added: 3.3] to the Current Report on Form 8-K filed September 14, 2010 (File No. [removed: 001-04119))] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312510209786/dex33.htm)] |

| 3(i) | | [removed: Bylaws] [added: [Bylaws] as amended and restated September 15, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed September 20, 2016 (File No. [removed: 001-04119))] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312516714302/d262437dex31.htm)] |

| 4 | | [removed: Indenture,] [added: [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. [removed: 333-101852))] [added: 333-101852))](http://www.sec.gov/Archives/edgar/data/73309/000095016802003754/dex41.txt)] |

| 4(i) | | [removed: Indenture,] [added: [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. [removed: 333-198263))] [added: 333-198263))](http://www.sec.gov/Archives/edgar/data/73309/000119312514315854/d776547dex43.htm)] |

| 4(ii) | | [removed: Third] [added: [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. [removed: 001-04119))] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312507258585/dex41.htm)] |

| 4(iii) | | [removed: Fourth] [added: [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. [removed: 001-04119))] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000114420408033340/v116339_ex4-2.htm)] |

| 4(iv) | | [removed: Fifth] [added: [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. [removed: 001-04119))] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312510213580/dex41.htm)] |

| 4(v) | | [removed: Sixth] [added: [Sixth] Supplemental Indenture, dated as of July 29, 2013, between Nucor Corporation 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 July 29, 2013 (File No. [removed: 001-04119))] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm)] |

| 4(vi) | | [removed: Seventh] [added: [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. [removed: 001-04119))] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312514440015/d836734dex41.htm)] |

| 4(vii) | | [removed: Form] [added: [Form] of [removed: 5.750%] [added: 6.400%] Notes due December [removed: 2017] [added: 2037] (included in Exhibit 4(ii) above) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 4, 2007 (File No. [removed: 001-04119))] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312507258585/dex41.htm)] |

| [removed: 4(viii)] [added: 4(ix)] | | [removed: Form] [added: [Form] of [removed: 6.400%] [added: 4.125%] Notes due [removed: December 2037] [added: September 2022] (included in Exhibit [removed: 4(ii)] [added: 4(iv)] above) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed [removed: December 4, 2007] [added: September 21, 2010] (File No. [removed: 001-04119))] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312510213580/dex41.htm)] |

| [removed: 4(ix)] [added: 4(viii)] | | [removed: Form] [added: [Form] of 5.850% Notes due June 2018 (included in Exhibit 4(iii) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed June 3, 2008 (File No. [removed: 001-04119))] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000114420408033340/v116339_ex4-2.htm)] |

| 4(x) | | [removed: Form] [added: [Form] of [removed: 4.125%] [added: 4.000%] Notes due [removed: September 2022] [added: August 2023] (included in Exhibit [removed: 4(iv)] [added: 4(v)] above) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed [removed: September 21, 2010] [added: July 29, 2013] (File No. [removed: 001-04119))] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm)] |

| 4(xi) | | [removed: Form] [added: [Form] of [removed: 4.000%] [added: 5.200%] Notes due August [removed: 2023] [added: 2043] (included in Exhibit 4(v) above) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed July 29, 2013 (File No. [removed: 001-04119))] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm)] |

| 10 | | [removed: 2005] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312505109485/dex101.htm)] |

| 10(i) | | [removed: Amendment] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000114420407058382/v092455_ex10-2.htm)] |

| 10(ii) | | [removed: 2010] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312510186127/dex101.htm)] |

| 10(iii) | | [removed: Nucor Corporation 2014] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312514114117/d648536ddef14a.htm)] |

| [removed: 10(iv)] [added: 10(viii)] | | [removed: Form] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312506047010/dex10iv.htm)] |

| [removed: 10(v)] [added: 10(ix)] | | [removed: Form] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312506047010/dex10v.htm)] |

| [removed: 10(vi)] [added: 10(x)] | | [removed: Form] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312506100013/dex10.htm)] |

| [removed: 10(vii)] [added: 10(xi)] | | [removed: Form] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312512343602/d375370dex10.htm)] |

| [removed: 10(viii)] [added: 10(xii)] | | [removed: Form] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312514307878/d732444dex101.htm)] |

| [removed: 10(ix)] [added: 10(xiii)] | | [removed: Employment] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000095016802000432/dex10vii.txt)] |

| [removed: 10(x)] [added: 10(xiv)] | | [removed: Amendment] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312508039702/dex10xix.htm)] |

| [removed: 10(xi)] [added: 10(xv)] | | [removed: Employment] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000114420407058382/v092455_ex10.htm)] |

| [removed: 10(xii)] [added: 10(xvi)] | | [removed: Employment] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000114420407058382/v092445_ex10-1.htm)] |

| [removed: 10(xiii)] [added: 10(xvii)] | | [removed: Employment] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312510040686/dex10xi.htm)] |

| [removed: 10(xiv)] [added: 10(xviii)] | | [removed: Employment] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312511049351/dex10xxii.htm)] |

| [removed: 10(xv)] [added: 10(xix)] | | [removed: Employment] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312513323814/d564555dex102.htm)] |

| [removed: 10(xvi)] [added: 10(xx)] | | [removed: Employment] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312514307878/d732444dex102.htm)] |

| [removed: 10(xvii)] [added: 10(xxi)] | | [removed: Employment] [added: [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)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312514408729/d785407dex101.htm)] |

| [removed: 10(xviii)] [added: 10(xxiii)] | | [removed: Severance] [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 April 4, 2009 (File No. 001-04119)) [removed: (#)] [added: (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312509108168/dex102.htm)] |

| 10(iv)* | | [Senior Officers Annual Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) for awards granted after December 31, 2017 (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex10iv.htm) |

| 10(v)* | | [Senior Officers Long-Term Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) for awards granted after December 31, 2017 (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex10v.htm) |

| 10(xxii) | | [Employment Agreement of Leon Topalian (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended July 1, 2017 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312517252608/d413679dex10.htm) |

| 12* | | [Computation of Ratio of Earnings to Fixed Charges](https://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex12.htm) |

| 13* | | [2017 Annual Report to Stockholders (portions incorporated by reference)](https://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex13.htm) |

| 21* | | [Subsidiaries](https://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex21.htm) |

| | | |

| 4(xii) | | Form of 5.200% Notes due August 2043 (included in Exhibit 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)) |

| 12* | | Computation of Ratio of Earnings to Fixed Charges |

| 13* | | 2016 Annual Report (portions incorporated by reference) |

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

| 21* | | Subsidiaries |

| | | Chairman, Chief Executive Officer [removed: and President] [added: and President] |

| Dated: February 28, [removed: 2017] [added: 2018] | | |

| John J. Ferriola Chairman, Chief Executive Officer and President (Principal Executive Officer) | | [removed: Patrick] [added: Lloyd] J. [removed: Dempsey] [added: Austin III] Director |

| James D. Frias Chief Financial Officer, Treasurer and Executive Vice President (Principal Financial Officer) | | [removed: Gregory] [added: Patrick] J. [removed: Hayes] [added: Dempsey] Director |

| [removed: /S/ MICHAEL D. KELLER] | | [removed: /S/ VICTORIA] [added: /s/ Victoria] F. [removed: HAYNES] [added: Haynes] |

| Michael D. Keller Vice President and Corporate Controller (Principal Accounting Officer) | | [removed: Victoria F. Haynes] [added: Gregory J. Hayes] Director |

Dated: February 28, [removed: 2017][added: 2018]

| /s/ John J. Ferriola | | /s/ Lloyd J. Austin III |

| /s/ James D. Frias | | /s/ Patrick J. Dempsey |

| /s/ Michael D. Keller | | /s/ Gregory J. Hayes |

| | | Victoria F. Haynes Director |

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

| | | |

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

| /S/ JOHN J. FERRIOLA | | /S/ PATRICK J. DEMPSEY |

| /S/ JAMES D. FRIAS | | /S/ GREGORY J. HAYES |

| | | /S/ BERNARD L. KASRIEL |

| | | Bernard L. Kasriel Director |

| | | /S/ RAYMOND J. MILCHOVICH |

| | | Raymond J. Milchovich Director |

NUCOR CORPORATION

List of Exhibits to Form 10-K—December 31, 2016

| Exhibit No. | | Description of Exhibit |

| 12 | | Computation of Ratio of Earnings to Fixed Charges |

| 13 | | 2016 Annual Report (portions incorporated by reference) |

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

| 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, 2016, filed February 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. |