NUE 10-K Annual Report Dec. 31, 2018 | Alphaminr
NUCOR CORP

NUE 10-K Fiscal year ended Dec. 31, 2018

NUCOR CORP
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PROXIES
DEF 14A
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Filed on March 26, 2015
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Filed on March 25, 2014
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Filed on March 22, 2012
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Filed on March 23, 2011
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Filed on March 25, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

3 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.3 to the Current Report on Form8-Kfiled September14, 2010 (FileNo.001-04119)) 3(i) Bylaws as amended and restated September 15, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form8-Kfiled September20, 2016 (FileNo.001-04119)) 4(i) Indenture, dated as of August 19, 2014, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Registration Statement on FormS-3filed August20, 2014 (FileNo.333-198263)) 4(ii) 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 Form8-Kfiled December4, 2007 (FileNo.001-04119)) 4(iii) 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 Form8-Kfiled September21, 2010 (FileNo.001-04119)) 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 Form8-Kfiled July29, 2013 (FileNo.001-04119)) 4(v) 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 Form8-Kfiled December11, 2014 (FileNo.001-04119)) 4(vi) First Supplemental Indenture, dated as of April 26, 2018, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form8-Kfiled April26, 2018 (FileNo.001-04119)) 4(vii) Form of 6.400% Notes due December 2037 (included in Exhibit 4(ii) above) (incorporated by reference to Exhibit 4.4 to the Current Report on Form8-Kfiled December4, 2007 (FileNo.001-04119)) 4(viii) Form of 4.125% Notes due September 2022 (included in Exhibit 4(iii) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form8-Kfiled September21, 2010 (FileNo.001-04119)) 4(ix) Form of 4.000% Notes due August 2023 (included in Exhibit 4(iv) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form8-Kfiled July29, 2013 (FileNo.001-04119)) 4(x) Form of 5.200% Notes due August 2043 (included in Exhibit 4(iv) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form8-Kfiled July29, 2013 (FileNo.001-04119)) 4(xi) Form of 3.950% Notes due May 2028 (included in Exhibit 4(vi) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form8-Kfiled April26, 2018 (FileNo.001-04119)) 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 Form8-Kfiled April26, 2018 (FileNo.001-04119)) 10 2005 Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form8-Kfiled May17, 2005 (FileNo.001-04119))(#) 10(i) Amendment No. 1 to 2005 Stock Option and Award Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form10-Qfor the quarter ended September 29, 2007 (FileNo.001-04119))(#) 10(ii) 2010 Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended July3, 2010 (FileNo.001-04119))(#) 10(iii) 2014 Omnibus Incentive Compensation Plan (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed March25, 2014 (FileNo.001-04119))(#) 10(iv) Senior Officers Annual Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) for awards granted after December31, 2017 (incorporated by reference to Exhibit 10(iv) to the Annual Report on Form10-Kfor the year ended December31, 2017 (FileNo.001-04119))(#) 10(v) Senior Officers Long-Term Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) for awards granted after December31, 2017 (incorporated by reference to Exhibit 10(v) to the Annual Report on Form10-Kfor the year ended December31, 2017 (FileNo.001-04119))(#) 10(vi) Senior Officers Annual Incentive Plan, as amended and restated effective January 1, 2013, for awards granted prior to January1, 2018 (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed March27, 2013 (FileNo.001-04119))(#) 10(vii) Senior Officers Long-Term Incentive Plan, as amended and restated effective January 1, 2013, for awards granted prior to January1, 2018 (incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A filed March27, 2013 (FileNo.001-04119))(#) 10(viii) Form of Restricted Stock Unit Award Agreement time-vested awards (incorporated by reference to Exhibit 10(iv) to the Annual Report on Form10-Kfor the year ended December31, 2005 (FileNo.001-04119))(#) 10(ix) Form of Restricted Stock Unit Award Agreement retirement-vested awards (incorporated by reference to Exhibit 10(v) to the Annual Report on Form10-Kfor the year ended December31, 2005 (FileNo.001-04119))(#) 10(x) Form of Restricted Stock Unit Award Agreement forNon-EmployeeDirectors (incorporated by reference to Exhibit 10 to the Quarterly Report on Form10-Qfor the quarter ended April1, 2006 (FileNo.001-04119))(#) 10(xi) Form of Award Agreement for Annual Stock Option Grants used for awards granted prior to May8, 2014 (incorporated by reference to Exhibit 10 to the Quarterly Report on Form10-Qfor the quarter ended June30, 2012 (FileNo.001-04119))(#) 10(xii) Form of Award Agreement for Annual Stock Option Grants used for awards granted after May7, 2014 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended July5, 2014 (FileNo.001-04119))(#) 10(xiv) Amendment to Employment Agreement of John J. Ferriola (incorporated by reference to Exhibit 10(xix) to the Annual Report on Form10-Kfor the year ended December31, 2007 (FileNo.001-04119))(#) 10(xv) Employment Agreement of Ladd R. Hall (incorporated by reference to Exhibit 10 to the Quarterly Report on Form10-Qfor the quarter ended September29, 2007 (FileNo.001-04119))(#) 10(xvi) Employment Agreement of R. Joseph Stratman (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended September29, 2007 (FileNo.001-04119))(#) 10(xvii) Employment Agreement of James D. Frias (incorporated by reference to Exhibit 10(xi) to the Annual Report on Form10-Kfor the year ended December31, 2009 (FileNo.001-04119))(#) 10(xviii) Employment Agreement of James R. Darsey (incorporated by reference to Exhibit 10(xxii) to the Annual Report on Form10-Kfor the year ended December31, 2010 (FileNo.001-04119))(#) 10(xix) Employment Agreement of Raymond S. Napolitan, Jr. (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form10-Qfor the quarter ended June29, 2013 (FileNo.001-04119))(#) 10(xx) Employment Agreement of Chad Utermark (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form10-Qfor the quarter ended July5, 2014 (FileNo.001-04119))(#) 10(xxi) Employment Agreement of David A. Sumoski (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended October4, 2014 (FileNo.001-04119))(#) 10(xxii) Employment Agreement of Leon Topalian (incorporated by reference to Exhibit 10 to the Quarterly Report on Form10-Qfor the quarter ended July1, 2017 (FileNo.001-04119))(#) 10(xxiii) Retirement, Separation, Waiver and Release Agreement of James R. Darsey (incorporated by reference to Exhibit 10 to the Quarterly Report on Form10-Qfor the quarter ended June30, 2018 (FileNo.001-04119))(#) 10(xxiv) Employment Agreement of Craig Feldman (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form10-Qfor the quarter ended June30, 2018 (FileNo.001-04119))(#) 10(xxv) Severance Plan for Senior Officers and General Managers, as amended and restated effective February18, 2009 (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form10-Qfor the quarter ended April4, 2009 (FileNo.001-04119))(#) 13* 2018 Annual Report to Stockholders (portions incorporated by reference) 21* Subsidiaries 23* Consent of Independent Registered Public Accounting Firm 31* Certification of Principal Executive Officer Pursuant to Rule13a-14(a)/15d-14(a),as Adopted Pursuant to Section302 of the Sarbanes-Oxley Act of 2002 31(i)* Certification of Principal Financial Officer Pursuant to Rule13a-14(a)/15d-14(a),as Adopted Pursuant to Section302 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