Nucor (NUE) 10-K risk factor changes: FY2018 vs FY2017

During periods of global economic [removed: weakness] [added: weakness,] this overcapacity is amplified because of weaker global demand.

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

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 [removed: conditions that are contributing to reduced demand for domestically produced steel and steel products below the 2007 pre-recession levels.][added: conditions.]

[added: 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.

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 light trucks to improve fuel economy, thereby reducing demand for steel [removed: and resulting] in [removed: further over-supply of steel in] North America.

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

[removed: At any given] time, we may be unable to obtain an adequate supply of these critical raw materials with price and other terms acceptable to us.

[removed: Disruptions in] [added: Disruptions, including physical or information systems related issues that impact] the supply of our energy resources could temporarily impair our ability to manufacture our products for our customers.

_Our steelmaking processes, [added: our] DRI processes, and the manufacturing processes of many of our suppliers, customers and competitors are energy intensive and generate carbon dioxide and other GHGs.

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

[removed: The] [added: In 2018, the] EPA [removed: has recently announced that it will be replacing] [added: proposed] the [removed: previously] [added: Affordable Clean Energy Rule to replace the] promulgated Clean Power Plan that was driving many utilities to shutter coal fired power plants.

[removed: At this time] [added: However,] there is a significant degree of uncertainty with respect to the results of this change in regulatory direction.

Our operations are subject to numerous federal, state and local laws and regulations relating to protection of the environment, and [removed: we] accordingly, [added: we] make provision in our financial statements for the estimated costs of compliance.

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

[added: 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.

The steelmaking business is subject to numerous inherent risks, particularly unplanned events such as explosions, fires, other accidents, natural disasters such as floods or earthquakes, [removed: unplanned] critical equipment failures, acts of terrorism, inclement weather and transportation interruptions.

We utilize various information technology systems to efficiently address business functions ranging from the operation of our production equipment to administrative computation to the storage of data such as [removed: intellectual property and proprietary business information.]

For the five-year period ended December 31, [removed: 2017,] [added: 2018,] our total capital expenditures, excluding acquisitions, were approximately [removed: $3.3] [added: $3.1] billion.

Although we expect requirements for our business needs, including the funding of capital expenditures, debt service for financings and any contingencies, will be financed by internally generated [removed: funds] [added: funds, short-term commercial paper issuance] or from borrowings under our $1.5 billion unsecured revolving credit facility, we cannot assure you that this will be the case.

These risks include but are not limited to: unfavorable political or economic factors; local labor and social issues; changes in regulatory requirements; fluctuations in foreign currency exchange rates; and complex foreign laws, treaties including tax [removed: laws] [added: laws,] and the United States Foreign Corrupt Practices Act of 1977.

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

According to the Organisation for Economic Co-operation and Development, global steel production overcapacity was approximately 600 million tons at the end of 2017, with nearly half that amount located in China.

Overcapacity is down from its peak in 2015 and 2016.

Efforts by China to close inefficient steel production and improve air quality, steel mill closures in Europe and stronger global economic growth all contributed to reduce excess capacity.

Section 232 steel tariffs are keeping dumped steel products out of the U.S. market.

International efforts to reduce global steel production overcapacity, such as the G-20 Global Forum on Steel Excess Capacity, are

ongoing.

The U.S. government is also negotiating new or renegotiating existing trade agreements, which provide another opportunity to address excess steelmaking capacity.

Should these efforts fail to reduce excess capacity and the Section 232 tariffs be lifted, U.S. steelmakers would be at risk of having to compete again against steel products dumped in the U.S. market.

General economic conditions in the United States and steel demand in this country are currently stronger than in many parts of the world, but challenges from global overcapacity in the steel industry and ongoing uncertainties in other regions of the world remain.

The raw material required to produce DRI is pelletized iron ore.

At any given

Numerous states, including California, Washington, Oregon and New York, are considering or have passed laws using Environmental Product Declarations (“EPD”) to evaluate environmental impacts of products.

The impacts identified by EPDs could impact future state/consumer purchasing decisions.

California has implemented the “Buy Clean California Act” and California is currently requesting EPDs from manufacturers to be used in State of California funded projects.

EPDs will be required for certain materials including some steel products after January 1, 2020.

Global Warming Potentials (“GWP”) will be established by January 1, 2021 for applicable product categories and EPDs will be used to determine product compliance to the GWP limits.

intellectual property and proprietary business information.

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.

Overcapacity has also led to greater protectionism as is evident in raw material and finished product border tariffs put in place by China, Brazil and other countries.

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.

Excess capacity results in steel and steel products, which would otherwise have been consumed by the local steel customers, being displaced into global markets and thereby putting our steel and steel products at a competitive disadvantage.

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.

Furthermore, the addition of new capacity in the United States could exacerbate the issue of overcapacity domestically as well as globally.

While the United States has recently experienced modest growth in the general economy and steel demand in this country is stronger than in many parts of the world, the global and domestic steel industries continue to face significant challenges.

These challenges are caused by global overcapacity in the steel industry and ongoing uncertainties in other regions of the world.

These situations can contribute to weaker end-markets and depressed demand for domestically produced steel and steel products, potentially resulting in extraordinary volatility in our financial results.

The economic outlook for our industry remains uncertain both in the United States and globally.

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

Realizing the anticipated benefits of acquisitions or other transactions

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.

The information required by this item is incorporated by reference to Nucor’s [removed: 2017] [added: 2018] Annual Report to Stockholders, page 3 (Forward-Looking Statements) and pages 24 through 42.

At December 31, [removed: 2017,] [added: 2018,] approximately [removed: 27%] [added: 24%] of Nucor’s long-term debt was in industrial revenue bonds that have variable interest rates that are adjusted weekly.

The remaining [removed: 73%] [added: 76%] of Nucor’s long-term debt was at fixed rates.

As of December 31, [removed: 2017,] [added: 2018,] there were no such contracts outstanding.

For the year ended December 31, [removed: 2017,] [added: 2018,] the volume of natural gas sold from our drilling operations was approximately [removed: 21%] [added: 15%] of the volume of natural gas purchased for consumption in our domestic steelmaking and DRI facilities.

At December 31, [removed: 2017,] [added: 2018,] accumulated other comprehensive [removed: loss] [added: loss, net of income taxes] included [removed: $2.8] [added: $6.5] million in unrealized net-of-tax 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: 2017,] [added: 2018,] due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in thousands):

Open foreign currency derivative contracts at December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] were [removed: insignificant.][added: insignificant]

| Natural gas | | $ | 11,768 | | | $ | 29,420 | |

| Aluminum | | | 4,370 | | | | 10,905 | |

| Copper | | | 724 | | | | 1,770 | |

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

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

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

In [removed: 2017,] [added: 2018,] we recycled approximately [removed: 18.8] [added: 19.9] million [added: gross] tons of scrap steel.

Our third priority is to opportunistically repurchase shares of our common stock when our cash position is strong [removed: and attractively priced] [added: compared to] growth [removed: opportunities are limited.][added: investment opportunities.]

These investments total [removed: $2.53] [added: approximately $3.17] billion over the last three years, with approximately two-thirds going to capital expenditures and approximately one-third going to acquisitions.

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

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

[removed: Nucor also recently announced several] [added: Several] new capital projects [removed: with 2019 targeted completion dates which] [added: that] align with our expansion of value-added product offerings and cost-reduction [removed: strategies.][added: strategies are expected to be completed in 2019.]

Our Nucor Steel Arkansas facility is building an additional [added: specialty] cold mill at an estimated cost of $230 [removed: million.][added: million that is expected to be operational in the first half of 2019.]

[added: We believe] the new galvanizing line will be the widest hot-rolled galvanizing line in North America with its 72-inch product, [added: creating synergies with Nucor’s other sheet mills and] allowing us to enter new automotive market segments.

Nucor [removed: will build] [added: is building] a [removed: 350,000 tons-per-year] rebar micro mill [added: capable of producing approximately 350,000 tons annually] near Kansas City in Sedalia, Missouri at an estimated cost of $250 million.

[removed: The second bar mill growth initiative is] Nucor Steel Kankakee, [removed: Inc.’s plan to build] [added: Inc. is building] a [removed: $180 million full range] [added: full-range] merchant bar [added: quality] mill with [added: approximately] 500,000 tons of annual capacity at our existing mill in Bourbonnais, [removed: Illinois.][added: Illinois at an estimated cost of $180 million.]

[removed: These three pipe and tube businesses provide] [added: The] Nucor [added: Tubular Products group provides Nucor] with a new line of value-added products to offer our [removed: customers,] [added: customers] and [removed: they provide] a value-added channel to market as the businesses are consumers of Nucor’s hot-rolled [added: and cold-rolled] sheet steel.

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

The St. Louis acquisition also provides an additional channel to market for the [removed: SBQ] [added: special bar quality (“SBQ”)] products that we produce at some of our bar mills.

[removed: 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 [added: the] Canadian markets.

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

In 2016, we announced the formation of a joint venture [added: (Nucor-JFE)] with JFE Steel Corporation of Japan in which Nucor will have 50% ownership in a plant that 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 the second half of 2019, will [added: have a total] cost [added: of] approximately [removed: $270] [added: $300] million [added: (50% of which provided by Nucor)] and will have an annual capacity of approximately 400,000 tons.

That dividend payout represents [removed: 29%] [added: 28%] of cash flows from operations during that three-year period.

In [removed: 2015,] [added: September 2018,] Nucor’s Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to [removed: $900.0 million of shares] [added: $2.0 billion] of its common stock.

The Company repurchased [removed: $90.3] [added: $854.0] million [removed: shares] of its common [added: stock in 2018 ($90.3 million in 2017 and $5.2 million in 2016).]

As of December 31, [removed: 2017,] [added: 2018,] approximately [removed: $738.0 million] [added: $1.5 billion] remained available for [removed: repurchase] [added: share repurchases] under the program.

The steel mills segment is Nucor’s largest segment, representing approximately [removed: 72%] [added: 65%] of the Company’s sales to external customers in the year ended December 31, [removed: 2017.][added: 2018.]

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

Nucor manufactures steel principally from scrap steel and scrap steel substitutes using electric arc [removed: furnaces,] [added: furnaces (“EAFs”),] continuous casting and automated rolling mills.

The steel mills segment also includes Nucor’s equity method investments in Duferdofin Nucor [removed: S.r.l.][added: S.r.l., NuMit LLC and Nucor-JFE, as well as Nucor’s steel trading businesses and rebar distribution businesses.]

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

The steel mills segment sells its products primarily to steel service centers, fabricators and manufacturers located throughout the United States, Canada, [removed: Mexico and elsewhere in the world.][added: Mexico.]

We estimate that approximately [removed: 65%] [added: 75%] of our sheet steel sales in [removed: 2017] [added: 2018] were to contract customers.

These sheet sales contracts permit price adjustments to reflect changes in the current market-based indices and/or raw material costs [added: at or] near the time of shipment.

Our [removed: 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.

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

In [removed: 2017,] [added: 2018,] approximately [removed: 83%] [added: 80%] of the shipments made by our steel mills segment were to external customers.

The remaining [removed: 17%] [added: 20%] of the steel mills segment’s shipments went to our tubular [removed: products mills, our] [added: products,] piling [removed: distributor and our downstream] [added: distributor,] joist, deck, rebar fabrication, fastener, metal buildings and cold finish operations.

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

The percentage of shipments consumed internally [removed: has] increased from [removed: 14%] [added: 16%] in 2016 [added: to 20% in 2018] due to some of the recent investments in our [added: downstream] business, such as the tubular products plants and St. Louis that consume steel produced by our steel mills.

Longer-term supply contracts may or may not permit us to adjust our prices to reflect changes in prevailing raw [removed: materials] [added: material] costs.

Our primary external customers for ferrous scrap are [removed: electric arc furnace] [added: EAF] steel mills and foundries that use ferrous scrap as a raw material in their manufacturing process.

In [removed: 2017,] [added: 2018,] approximately 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 high quality iron inputs able to be used in our steel mills’ melting [removed: process, as well as] [added: process and] our natural gas production operations.

Our [removed: electric arc furnace] [added: EAF] 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 [removed: electric arc furnace] [added: EAF] steel mills, foreign imports and alternative materials.

_Capital Allocation Strategy_

The Board of Directors also terminated any previously authorized repurchase programs.

At our sheet mill located in Ghent, Kentucky, Nucor’s approximately $176 million investment in a new hot band galvanizing and pickling line is expected to be operational in the first half of 2019.

We have several growth initiatives underway in our bar mill group with expected completion dates in 2019 that will capitalize on our position as a low-cost producer of bar.

We expect startup of the new mill in late 2019.

We expect this project to be completed in late 2019.

Nucor is also updating the rolling mill at Nucor Steel Marion, Inc. The approximately $85 million modernization project is expected to be completed in mid-2019 and will allow us to reduce the mill’s operating costs and better serve customers in Ohio and the surrounding states.

Additionally, Nucor has recently announced several major investments that are also in the steel mills segment.

In March 2018, Nucor announced that it will build a second rebar micro mill capable of producing approximately 350,000 tons annually in Frostproof, Florida.

Similar to the mill under construction in Sedalia, Missouri, we believe this new micro mill will benefit from the scrap supply in the immediate area provided by our existing DJJ operations.

This approximately $240 million investment is expected to be operational in the first half of 2020.

In May 2018, Nucor announced an approximately $240 million investment to construct a new galvanizing line with an annual capacity of approximately 500,000 tons at our Nucor Steel Arkansas facility.

This project complements the previously mentioned specialty cold mill project currently underway at the facility and we believe it will accelerate our goal of increasing our automotive market share.

The new galvanizing line is expected to be operational in the first half of 2021.

In September 2018, Nucor announced an approximately $650 million investment to expand the production capability at its flat-rolled sheet mill located in Ghent, Kentucky.

This investment will increase the production capability from approximately 1,600,000 tons to approximately 3,000,000 tons annually and will increase the maximum coil width to approximately 73 inches.

This expansion is expected to be completed in mid-2021 and complements the previously mentioned hot band galvanizing and pickling line that is currently under construction as part of our initiative to further grow our sheet business.

Most recently, in January 2019, Nucor announced plans to build a state-of-the-art plate mill in the U.S. Midwest with an expected investment of $1.35 billion.

We expect the mill to be completed in 2022 and to be capable of producing approximately 1,200,000 tons per year of steel plate products.

Nucor’s steel products segment has also grown significantly in recent years through the acquisitions of the companies that make up our Nucor Tubular Products group.

Nucor Tubular Products consists of the Independence Tube Corporation (acquired in October 2016), Southland Tube, Inc. (acquired in January 2017), Republic Conduit (acquired in January 2017), and the assets of Century Tube, LLC (acquired in December 2018).

The combined purchase price of these acquisitions was approximately $898 million.

Nucor Tubular Products is optimizing the teams and assets of the eight strategically located facilities to create leadership positions in the following markets: hollow structural section (“HSS”) steel tubing, piling, sprinkler pipe, steel electrical conduit, and mechanical tube for the automotive market.

The group has been well received in all markets as demonstrated by growth in revenue and volume shipped.

Also within our steel products segment, we have recently acquired the assets of several businesses that will expand our

The steel products segment also includes our piling distributor.

Steel production in China rose in 2018, going from approximately 960 million tons in 2017 to approximately 1.02 billion tons in 2018 – an increase of 6.6%.

China’s share of global crude steel production rose from 50.3% in 2017 to 51.3% in 2018.

The Organisation for Economic Co-operation and Development estimates that global excess steel production capacity was approximately 600 million tons at the end of 2017, a drop from its peak levels in 2015 and 2016.

Nearly half of that excess capacity is located in China, where the largest steel companies are state-owned and receive significant financial support from the Chinese government.

The Section 232 steel tariffs are having their intended impact by preventing the dumping of steel products in the U.S. market.

For the full year 2018, steel imports were down more than 10% from the previous year and imports accounted for approximately 23% of U.S. market share.

About 4.1 million fewer tons of imports entered the United States in 2018.

Ninety percent of the decrease in imports took place after the tariffs were fully implemented on June 1, 2018.

The strong economy and lower imports generated 5 to 6 million tons in increased production for the U.S. steel industry this year.

The comprehensive nature of the Section 232 tariffs are also preventing the transshipment of artificially low-cost steel through third party countries.

The U.S. government is negotiating with several other countries to change the terms of our trading relationship with them.

Agreements have been reached with Brazil, Argentina and South Korea which exempted these countries from the steel tariffs in exchange for quotas limiting their exports of steel to the United States.

The United States also reached a new trade agreement with Canada and Mexico – the United States-Mexico-Canada Agreement – though the steel tariffs still apply to those two countries.

Trade negotiations are ongoing with China, the E.U. and Japan.

The following recently completed projects to optimize operations at 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 were completed in 2015 to expand our special bar quality (“SBQ”) and wire rod production capabilities by approximately 1,000,000 tons.

These SBQ projects 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 of rebar to our other bar mills.

Additionally, our Nucor-Yamato Steel Company (“Nucor-Yamato”) joint venture 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 sections which are wider, lighter and stronger, covering more area at a lower installed cost.

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

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

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.

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.

Nucor’s steel mills segment has also grown significantly in recent years through the acquisitions of a plate mill in Longview, Texas (“Longview”), Independence Tube Corporation (“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 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.

We completed the acquisition of Independence Tube during the fourth quarter of 2016 for approximately $430 million, and we completed the acquisition of Southland in January 2017 for approximately $130 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 (“HSS”) steel tubing used primarily in nonresidential construction markets.

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

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.

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

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

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

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

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.

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

Finished imports last year captured an estimated 27% market share.

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

Competition from foreign steel and steel product producers presents unique challenges for us.

Imported steel and steel products often benefit from government subsidies, either directly or indirectly through government-owned enterprises or government-owned or controlled financial institutions.

China, which accounts for almost half of the steel produced annually in the world, is the prime example of how some foreign governments impact the global steel market.

Nucor believes that Chinese producers, many of which are government-owned in whole or in part, benefit from their government’s manipulation of foreign currency exchange rates and from the receipt of government subsidies, which allow them to sell their products below cost.

Other foreign governments utilize similar tactics to artificially lower their steel production costs.

These distorting trade practices are widely recognized as being unfair and have been challenged successfully as violating world trade rules.

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

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

Artificially-priced imports and duty evasion schemes make it very difficult for Nucor to maintain sales prices and profit levels.

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.

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.

The U.S. government continues 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 (the “Protocol”).

China was a government-run, non-market economy in 2001 when it entered the Protocol, and China remains a government-run, non-market economy today.

The main objective of the Protocol was to encourage, and in some cases to require, China to make market-based economic reforms.

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

For the fiscal year ended December 31, [removed: 2017][added: 2018]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

[removed: Aggregate] [added: The aggregate] market value of common stock held by non-affiliates was approximately [removed: $18.39] [added: $19.67] 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, [removed: July 1, 2017.][added: June 30, 2018.]

[removed: 317,936,751] [added: 305,381,583] shares of the registrant’s common stock were outstanding at February [removed: 23, 2018.][added: 22, 2019.]

Documents incorporated by reference include: Portions of the registrant’s [removed: 2017] [added: 2018] Annual Report to Stockholders (Parts I, II and IV), and portions of the registrant’s definitive Proxy Statement for its [removed: 2018] [added: 2019] Annual Meeting of Stockholders (Part III) to be filed within 120 days after the registrant’s fiscal year end.

| | | Item 1. | | [removed: [Business](#tx441208_1)] [added: [Business](#toc691427_2)] | | | 1 | |

| | | Item 1A. | | [Risk [removed: Factors](#tx441208_2)] [added: Factors](#toc691427_3)] | | | 8 | |

| | | Item 1B. | | [Unresolved Staff [removed: Comments](#tx441208_3)] [added: Comments](#toc691427_4)] | | | 13 | |

| | | Item 2. | | [removed: [Properties](#tx441208_4)] [added: [Properties](#toc691427_5)] | | | 14 | |

| | | Item 3. | | [Legal [removed: Proceedings](#tx441208_5)] [added: Proceedings](#toc691427_6)] | | | 15 | |

| | | Item 4. | | [Mine Safety [removed: Disclosures](#tx441208_6)] [added: Disclosures](#toc691427_7)] | | | 15 | |

| | | [Executive Officers of the [removed: Registrant](#tx441208_7)] [added: Registrant](#toc691427_8)] | | | | | 15 | |

| | | Item 5. | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#tx441208_8)] [added: Securities](#toc691427_10)] | | | 17 | |

| | | Item 6. | | [Selected Financial [removed: Data](#tx441208_9)] [added: Data](#toc691427_11)] | | | 17 | |

| | | Item 7. | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#tx441208_10)] [added: Operations](#toc691427_12)] | | | 17 | |

| | | Item 7A. | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#tx441208_11)] [added: Risk](#toc691427_13)] | | | 17 | |

| | | Item 8. | | [Financial Statements and Supplementary [removed: Data](#tx441208_12)] [added: Data](#toc691427_14)] | | | 18 | |

| | | Item 9. | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#tx441208_13)] [added: Disclosure](#toc691427_15)] | | | [removed: 18] [added: 19] | |

| | | Item 9A. | | [Controls and [removed: Procedures](#tx441208_14)] [added: Procedures](#toc691427_16)] | | | [removed: 18] [added: 19] | |

| | | Item 9B. | | [Other [removed: Information](#tx441208_15)] [added: Information](#toc691427_17)] | | | 19 | |

| | | Item 10. | | [Directors, Executive Officers and Corporate [removed: Governance](#tx441208_16)] [added: Governance](#toc691427_19)] | | | 20 | |

| | | Item 11. | | [Executive [removed: Compensation](#tx441208_17)] [added: Compensation](#toc691427_20)] | | | 20 | |

| | | Item 12. | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx441208_18)] [added: Matters](#toc691427_21)] | | | 20 | |

| | | Item 13. | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#tx441208_19)] [added: Independence](#toc691427_22)] | | | 20 | |

| | | Item 14. | | [Principal Accountant Fees and [removed: Services](#tx441208_20)] [added: Services](#toc691427_23)] | | | 20 | |

| | | Item 15. | | [Exhibits and Financial Statement [removed: Schedules](#tx441208_21)] [added: Schedules](#toc691427_25)] | | | 21 | |

| | | Item 16. | | [Form 10-K [removed: Summary](#tx441208_22)] [added: Summary](#toc691427_26)] | | | 24 | |

10-K 1 d691427d10k.htm FORM 10-K

2018

For the Fiscal Year Ended December 31, 2018

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | [SIGNATURES](#toc691427_27) | | | | | 25 | |

10-K 1 d441208d10k.htm 10-K

2017

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

| Blytheville, Arkansas | | | [removed: 2,570,000] [added: 2,950,000] | | | Structural steel, sheet steel |

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

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

| Hickman, Arkansas | | | [removed: 2,060,000] [added: 2,120,000] | | | [removed: Sheet] [added: Flat-rolled] steel |

| Crawfordsville, Indiana | | | 1,900,000 | | | [removed: Sheet] [added: Flat-rolled] steel |

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

| Hertford County, North Carolina | | | [removed: 1,250,000] [added: 1,290,000] | | | [removed: Plate steel] [added: Steel plate] |

| Plymouth, Utah | | | [removed: 1,210,000] [added: 1,220,000] | | | [removed: Bar steel] [added: Steel shapes] |

| Jewett, Texas | | | 1,080,000 | | | [removed: Bar steel] [added: Steel shapes] |

| Darlington, South Carolina | | | 980,000 | | | [removed: Bar steel] [added: Steel shapes] |

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

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

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

| Ghent, Kentucky | | | [removed: 600,000] [added: 640,000] | | | [removed: Sheet] [added: Flat-rolled] steel |

| Marseilles, Illinois | | | 550,000 | | | [removed: Tubular steel] [added: Steel tube] |

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

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

| Longview, Texas | | | 430,000 | | | [removed: Plate steel] [added: Steel plate] |

| Louisville, Kentucky | | | 430,000 | | | [removed: Tubular steel] [added: Steel tube] |

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

| Jackson, Mississippi | | | 420,000 | | | [removed: Bar steel] [added: Steel shapes] |

| Tuscaloosa, Alabama | | | [removed: 390,000] [added: 570,000] | | | [removed: Plate steel] [added: Steel plate] |

| Kingman, Arizona | | | 380,000 | | | [removed: Bar steel] [added: Steel shapes] |

| Chicago, Illinois | | | 350,000 | | | [removed: Tubular steel] [added: Steel tube] |

| Trinity, Alabama | | | 310,000 | | | [removed: Tubular steel] [added: Steel tube] |

| Wallingford, Connecticut | | | 240,000 | | | [removed: Bar steel] [added: Steel shapes] |

| Cedar Springs, Georgia | | | 130,000 | | | [removed: Tubular steel] [added: Steel tube] |

| Norfolk, Nebraska | | | [removed: 1,140,000] [added: 1,150,000] | | | Joists, deck, cold finished bar |

In the steel products segment, we have approximately [removed: 68] [added: 79] operating facilities, [removed: in addition to] [added: excluding] the [removed: eight] [added: 15] listed above, in [removed: 35] [added: 38] states with [removed: 29] [added: 32] operating facilities in Canada and [removed: one] [added: two] in Mexico.

The Trinidad site, including leased land, is approximately [removed: 1.91] [added: 1.9] million square feet.

The Louisiana site has approximately [removed: 174.2] [added: 174.3] million square feet of owned land with buildings that total approximately 72,500 square feet.

The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments in [removed: 2017] [added: 2018] were approximately [removed: 85%, 64%] [added: 91%, 71%] and [removed: 65%] [added: 72%] of production capacity, respectively.

| Decatur, Alabama | | | 2,000,000 | | | Flat-rolled steel |

| Birmingham, Alabama | | | 480,000 | | | Steel tube |

The steel products segment also includes Skyline Steel, LLC, our steel foundation distributor.

The steel mills segment also includes 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.

Additionally, we have a distribution center in Veracruz, Mexico.

[removed: Darsey_ (62),] [added: Feldman_ (54),] Executive Vice President of Raw Materials, was named EVP in [removed: September 2010.][added: April 2018.]

He then served as [added: Controller of Nucor-Yamato Steel Company (Limited Partnership) (“Nucor-Yamato”),] General Manager of [removed: Vulcraft-Texas] [added: Nucor Steel-Nebraska] and General Manager of [removed: Nucor Steel-Texas.][added: Nucor-Yamato.]

Ferriola_ [removed: (65),] [added: (66),] has served as Chairman of the Board of Directors of Nucor since [removed: January] 2014, as Chief Executive Officer since [removed: January] 2013 and as President since [removed: January] 2011.

Previously, Mr. Ferriola served as President and Chief Operating Officer from [removed: January] 2011 to [removed: December] 2012 and, prior to that, as Chief Operating Officer of Steelmaking Operations from 2007 to 2010, Executive Vice President from 2002 to 2007 and Vice President from 1996 to 2001.

He has also been a director of Nucor since [removed: January] 2011.

Frias_ [removed: (61),] [added: (62),] has been Chief Financial Officer, Treasurer and Executive Vice President since [removed: January] 2010.

Mr. Frias joined the board of directors of Carlisle Companies Incorporated in [removed: February] 2015.

Hall_ [removed: (61),] [added: (62),] Executive Vice President of Flat-Rolled Products, was named EVP in [removed: September] 2007, having previously served as Vice President of Nucor since 1994.

Napolitan, Jr._ [removed: (60),] [added: (61),] Executive Vice President of Engineered Bar Products, was named EVP in [removed: 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: (61),] [added: (62),] Chief Digital Officer [added: (“CDO”)] and Executive Vice President, was named EVP in [removed: September] 2007 and CDO in [removed: August] 2016.

He then served as [removed: Controller of Nucor-Yamato,] General Manager of Nucor [removed: Steel-Nebraska] [added: Steel Kankakee, Inc. from 2011 to 2014] and [added: as] General Manager of [removed: Nucor-Yamato.][added: Nucor-Yamato from 2014 to 2017.]

Sumoski_ [removed: (51),] [added: (52),] Executive Vice President of Merchant and Rebar Products, was named EVP in [removed: September] 2014.

He [removed: had] previously served as General Manager of Nucor Steel [removed: Marion,] [added: Memphis,] Inc. from [removed: 2008 to] 2012 [added: to 2014] and as General Manager of Nucor Steel [removed: Memphis,] [added: Marion,] Inc. from [removed: 2012] [added: 2008] to [removed: September 2014.][added: 2012.]

Topalian_ [removed: (49),] [added: (50),] was named Executive Vice President of Beam and Plate Products in [removed: May] 2017, having previously served as Vice President of Nucor since 2013.

He [removed: then] [added: previously] served as General Manager of [removed: Nucor Steel Kankakee, Inc.] [added: Nucor-Yamato] from 2011 to 2014 and as General Manager of [removed: Nucor-Yamato Steel Company] [added: Nucor Steel-Texas] from [removed: 2014] [added: 2008] to [removed: May 2017.][added: 2011.]

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

_Craig A.

He continues to serve as President of The David J.

Joseph Company (DJJ), a role he has held since 2013.

Mr. Feldman began his career as a Brokerage Representative for DJJ in 1986, subsequently serving as District Manager of DJJ’s Salt Lake City brokerage office, Commercial Vice President at DJJ’s subsidiary, Western Metals Recycling (“WMR”), and President of WMR.

Mr. Feldman served on the operational staff of DJJ’s then-owner in the Netherlands from 2005 until his 2007 appointment as DJJ’s Executive Vice President, Recycling Operations.

Mr. Feldman became a Vice President and General Manager of Nucor when DJJ was acquired by Nucor in 2008.

_James R.

Prior to that, he served as President of the Vulcraft/Verco Group from 2007 and was elected Vice President of Nucor in 1996.

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.

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

Nucor paid a total dividend of [removed: $1.51] [added: $1.52] per share in [removed: 2017] [added: 2018] compared with [removed: $1.50] [added: $1.51] per share in [removed: 2016.][added: 2017.]

In [removed: December 2017,] [added: November 2018,] the Board of Directors increased the base quarterly cash dividend on Nucor’s common stock to [removed: $0.38] [added: $0.40] per share from [removed: $0.3775] [added: $0.38] per share.

In February [removed: 2018,] [added: 2019,] the Board of Directors also declared Nucor’s [removed: 180th] [added: 184th] consecutive quarterly cash dividend of [removed: $0.38] [added: $0.40] per share payable on May [removed: 11, 2018] [added: 10, 2019] to stockholders of record on March 29, [removed: 2018.][added: 2019.]

Additional information regarding the market for Nucor’s common [removed: stock, quarterly market price ranges,] [added: stock and] the number of stockholders [removed: and dividend payments] is incorporated by reference to Nucor’s [removed: 2017] [added: 2018] Annual Report to Stockholders, page [removed: 84.][added: 86.]

Additional information regarding securities authorized for issuance under stock-based compensation plans is incorporated by reference to Nucor’s [removed: 2017] [added: 2018] Annual Report to Stockholders, pages 68 through 71.

Our share repurchase program activity for each of the three months and the quarter ended December 31, 2018 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) | | |

| September 30, 2018—October 27, 2018 | | | 2,350 | | | $ | 57.61 | | | | 2,350 | | | $ | 1,864,618 | |

| October 28, 2018—November 24, 2018 | | | 6,000 | | | | 61.20 | | | | 6,000 | | | | 1,497,394 | |

| November 25, 2018—December 31, 2018 | | | — | | | | — | | | | — | | | | 1,497,394 | |

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

| For the Quarter Ended December 31, 2018 | | | 8,350 | | | | | | | | 8,350 | | | | | |

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

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

| --- | --- |

| (2) | On September 6, 2018, the Company announced that the Board of Directors had approved a share repurchase program under which the Company is authorized to repurchase up to $2.0 billion of the Company’s common stock. This share repurchase authorization is discretionary and has no expiration date. The Board of Directors also terminated any previously authorized share repurchase programs. |

| --- | --- |

Historical financial information is incorporated by reference to Nucor’s [removed: 2017] [added: 2018] Annual Report to Stockholders, page 46.

The information required by this item is incorporated by reference to Nucor’s [removed: 2017] [added: 2018] Annual Report to Stockholders, pages 47 through [removed: 80.][added: 82.]

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

Based upon that evaluation, the Chief Executive Officer and [added: the] Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the evaluation date.

_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: 2017] [added: 2018] 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: 2017] [added: 2018] are incorporated by reference to Nucor’s [removed: 2017] [added: 2018] Annual Report to Stockholders, pages 47 through 49.

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

The information required by this item [removed: about] [added: with respect to] Nucor’s executive officers [removed: is contained] [added: appears] in [added: Part I of this report under] the [removed: section captioned] [added: heading] _Executive Officers of the [removed: Registrant_ in Part I of this report.][added: Registrant_.]

The other information required by this item is incorporated by reference to Nucor’s definitive Proxy Statement for [removed: the 2018] [added: our 2019] Annual Meeting of Stockholders (the “Proxy Statement”) under the headings _Election of Directors; Information Concerning Experience, Qualifications, Attributes and Skills of the Nominees;_ _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 (the “Code of Ethics”), which is intended to qualify as a “code of ethics” within the meaning of Item 406 of Regulation S-K of the Securities Exchange Act of 1934, as amended.

The Code of Ethics applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

The Code of Ethics is available on our website, www.nucor.com.

We will disclose information pertaining to any amendment to, or waiver from, the provisions of the Code of Ethics that apply to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions and that relate to any element of the Code of Ethics enumerated in the SEC rules and regulations by posting this information on our website, www.nucor.com.

The information contained on our website or available by hyperlink from our website is not a part of this report and is not incorporated into this report or any other documents we file with, or furnish to, the SEC.

Nucor has adopted a Code of Ethics for Senior Financial Professionals (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 Board committees.

These documents are publicly available on our website, www.nucor.com.

If we make any substantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics, we will disclose the nature of such amendment or waiver on our website.

The information required by this item is incorporated by reference to the Proxy Statement under the headings _Executive Officer Compensation; Director [removed: Compensation_;] [added: Compensation;_] _Report of the Compensation and_ _Executive Development 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: 2017] [added: 2018] Annual Report to Stockholders, pages 47 through [removed: 80:][added: 82:]

| | • | | Consolidated Balance Sheets—December 31, [removed: 2017] [added: 2018] and [removed: 2016] [added: 2017] |

| | • | | Consolidated Statements of Earnings—Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| | • | | Consolidated Statements of Comprehensive Income – Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| | • | | Consolidated Statements of Stockholders’ Equity—Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| | • | | Consolidated Statements of Cash Flows—Years Ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| 4(iii) | | [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. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000114420408033340/v116339_ex4-2.htm)] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312510213580/dex41.htm)] |

| [removed: 4(iv)] [added: 4(v)] | | [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. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312510213580/dex41.htm)] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312514440015/d836734dex41.htm)] |

| [removed: 4(v)] [added: 4(iv)] | | [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. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm) |

| 4(vi) | | [removed: [Seventh] [added: [First] Supplemental Indenture, dated as of [removed: December 10, 2014, among] [added: April 26, 2018, between] Nucor [removed: Corporation, The Bank of New York Mellon, as prior trustee,] [added: Corporation] and U.S. Bank National Association, as [removed: successor] trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed [removed: December 11, 2014] [added: April 26, 2018] (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312514440015/d836734dex41.htm)] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm)] |

| 4(vii) | | [Form of 6.400% Notes due December 2037 (included in Exhibit 4(ii) above) (incorporated by reference to Exhibit [removed: 4.1] [added: 4.4] to the Current Report on Form 8-K filed December 4, 2007 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312507258585/dex41.htm) |

| 4(viii) | | [Form of [removed: 5.850%] [added: 4.125%] Notes due [removed: June 2018] [added: September 2022] (included in Exhibit 4(iii) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed [removed: June 3, 2008] [added: September 21, 2010] (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000114420408033340/v116339_ex4-2.htm) |

| 4(ix) | | [Form of [removed: 4.125%] [added: 4.000%] Notes due [removed: September 2022] [added: August 2023] (included in Exhibit 4(iv) above) (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K filed [removed: September 21, 2010] [added: July 29, 2013] (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312510213580/dex41.htm)] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm)] |

| 4(x) | | [Form of [removed: 4.000%] [added: 5.200%] Notes due August [removed: 2023] [added: 2043] (included in Exhibit [removed: 4(v)] [added: 4(iv)] above) (incorporated by reference to Exhibit [removed: 4.1] [added: 4.3] to the Current Report on Form 8-K filed July 29, 2013 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm) |

| 4(xi) | | [Form of [removed: 5.200%] [added: 3.950%] Notes due [removed: August 2043] [added: May 2028] (included in Exhibit [removed: 4(v)] [added: 4(vi)] above) (incorporated by reference to Exhibit [removed: 4.1] [added: 4.2] to the Current Report on Form 8-K filed [removed: July 29, 2013] [added: April 26, 2018] (File No. [removed: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312513307016/d574385dex41.htm)] [added: 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm)] |

| [removed: 10(iv)*] [added: 10(iv)] | | [Senior Officers Annual Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) for awards granted after December 31, 2017 [removed: (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex10iv.htm)] [added: (incorporated by reference to Exhibit 10(iv) to the Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex10iv.htm)] |

| [removed: 10(v)*] [added: 10(v)] | | [Senior Officers Long-Term Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) for awards granted after December 31, 2017 [removed: (#)](https://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex10v.htm)] [added: (incorporated by reference to Exhibit 10(v) to the Annual Report on Form 10-K for the year ended December 31, 2017 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex10v.htm)] |

| [removed: 10(xxiii)] [added: 10(xxv)] | | [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)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312509108168/dex102.htm) |

| 13* | | [removed: [2017] [added: [2018] Annual Report to Stockholders (portions incorporated by [removed: reference)](https://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex13.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/73309/000119312519057744/d691427dex13.htm)] |

| 21* | | [removed: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex21.htm)] [added: [Subsidiaries](https://www.sec.gov/Archives/edgar/data/73309/000119312519057744/d691427dex21.htm)] |

| 23* | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/73309/000119312519057744/d691427dex23.htm)] |

| 24* | | [Power of Attorney (included on signature [removed: pages)](#tx441208_23)] [added: pages)](#toc691427_27)] |

| 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex31.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/73309/000119312519057744/d691427dex31.htm)] |

| 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex31i.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/73309/000119312519057744/d691427dex31i.htm)] |

| 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex32.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/73309/000119312519057744/d691427dex32.htm)] |

| 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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/73309/000119312518064018/d441208dex32i.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/73309/000119312519057744/d691427dex32i.htm)] |

| 101* | | Financial Statements from the Annual Report on Form 10-K of Nucor Corporation for the year ended December 31, [removed: 2017,] [added: 2018,] filed February 28, [removed: 2018,] [added: 2019,] 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. |

| 4(xii) | | [Form of 4.400% Notes due May 2048 (included in Exhibit 4(vi) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed April 26, 2018 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000119312518135232/d557654dex41.htm) |

| 10(xxiii) | | [Retirement, Separation, Waiver and Release Agreement of James R. Darsey (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312518242368/d597161dex10.htm) |

| 10(xxiv) | | [Employment Agreement of Craig Feldman (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2018 (File No. 001-04119)) (#)](http://www.sec.gov/Archives/edgar/data/73309/000119312518242368/d597161dex101.htm) |

| | | |

| 10(xxiv) | | [Termination and Indemnification Agreement and Mutual Waiver and Release dated October 1, 2016 among Nucor Corporation, Nucor Energy Holdings Inc., Encana Oil & Gas (USA) Inc. and Hunter Ridge Energy Services LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed October 4, 2016 (File No. 001-04119))](http://www.sec.gov/Archives/edgar/data/73309/000114420416126641/v449942_ex10-1.htm) |

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

| Dated: February 28, [removed: 2018] [added: 2019] | | |

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

| [added: /s/ Michael D. Keller] | | /s/ Victoria F. Haynes |

Dated: February 28, [removed: 2018][added: 2019]

| | | |

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

| | | Victoria F. Haynes Director |