NUE 10-K Annual Report Dec. 31, 2022 | Alphaminr

NUE 10-K Fiscal year ended Dec. 31, 2022

NUCOR CORP
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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. [reserved]Item 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 InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart 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

2 Stock Purchase Agreement, dated as of May 11, 2022, by and among Nucor Corporation, Arthur Holdings Corp. and Arthur Holdings L.P. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed May16, 2022 (File No. 001-04119)) 3 Restated Certificate of Incorporation of Nucor Corporation(incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed September14, 2010 (File No.001-04119)) 3(i) Bylaws of Nucor Corporationas amended and restated February 22, 2021 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed February 24, 2021 (File No.001-04119)) 4 Description of Securities of Nucor Corporation (incorporated by reference to Exhibit 4 to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No. 001-04119)) 4(ii) Indenture, dated as of August19, 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 August20, 2014 (File No.333-198263)) 4(iii) Third Supplemental Indenture, dated as of December 3, 2007, between Nucor Corporation and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December4, 2007 (File No.001-04119)) 4(iv) Fifth Supplemental Indenture, dated as of September21, 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 September21, 2010 (File No.001-04119)) 4(v) Sixth Supplemental Indenture, dated as of July29, 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 July29, 2013 (File No.001-04119)) 4(vi) Seventh Supplemental Indenture, dated as of December10, 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 December11, 2014 (File No.001-04119)) 4(vii) First Supplemental Indenture, dated as of April26, 2018, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed April26, 2018 (File No.001-04119)) 4(viii) SecondSupplemental Indenture, dated as of May 22, 2020, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed May 22, 2020 (File No.001-04119)) 4(ix) Third Supplemental Indenture, dated as of December 7, 2020, between Nucor Corporation and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 7, 2020 (File No.001-04119)) 4(x) Fourth Supplemental Indenture, dated as of March11,2022, between Nucor Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed March 11, 2022 (File No.001-04119)) 4(xi) Fifth Supplemental Indenture, dated as of May 23, 2022, between Nucor Corporation and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed May23, 2022 (File No. 001-04119)) 4(xii) Form of 6.400% Notes due 2037 (included in Exhibit 4(iii) above) (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed December4, 2007 (File No.001-04119)) 4(xiii) Form of 4.125% Notes due 2022 (included in Exhibit 4(iv) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed September21, 2010 (File No.001-04119)) 4(xiv) Form of 4.000% Notes due 2023 (included in Exhibit 4(v) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed July29, 2013 (File No.001-04119)) 4(xv) Form of 5.200% Notes due 2043 (included in Exhibit 4(v) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed July29, 2013 (File No.001-04119)) 4(xvi) Form of 3.950% Notes due 2028 (included in Exhibit 4(vii) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed April26, 2018 (File No.001-04119)) 4(xvii) Form of 4.400% Notes due 2048 (included in Exhibit 4(vii) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed April26, 2018 (File No.001-04119)) 4(xviii) Form of 2.000% Notes due 2025 (included in Exhibit 4(viii) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119)) 4(xix) Form of 2.700% Notes due 2030 (included in Exhibit 4(viii) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed May 22, 2020 (File No. 001-04119)) 4(xx) Form of 2.979% Notes due 2055 (included in Exhibit 4(ix) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed December 7, 2020 (File No. 001-04119)) 4(xxi) Form of 3.125%Notes due2032 (included in Exhibit4(x) above)(incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed March 11, 2022 (File No.001-04119)) 4(xxii) Form of 3.850%Notes due2052 (included in Exhibit4(x) above)(incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed March 11, 2022 (File No.001-04119)) 4(xxiii) Form of 3.950% Notes due 2025 (included in Exhibit 4(xi) above) (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed May23, 2022 (File No. 001-04119)) 4(xxiv) Form of 4.300% Notes due 2027 (included in Exhibit 4(xi) above) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed May23, 2022 (File No. 001-04119)) 10 Fourth Amended and Restated Multi-Year Revolving Credit Agreement, dated as of November 5, 2021, by and among Nucor Corporation and certain subsidiaries of Nucor Corporation, as borrowers, Bank of America, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended October 2, 2021 (File No. 001-04119)) 10(i) 2005 Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May17, 2005 (File No.001-04119)) (#) 10(ii) 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 September29, 2007 (File No.001-04119)) (#) 10(iii) 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 July3, 2010 (File No.001-04119)) (#) 10(iv) 2014 Omnibus Incentive Compensation Plan, as amended and restated effective February21, 2022 (incorporated by reference to Exhibit 10 to theQuarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119))(#) 10(v) Senior Officers Annual Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan), as amended and restated effective February 21, 2022 (included in Exhibit10(iv) above) (incorporated by reference to Exhibit 10.1 to theQuarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119))(#) 10(vi) Senior Officers Long-Term Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan), as amended and restated effective February 21, 2022(included in Exhibit10(iv) above) (incorporated by reference to Exhibit 10.2 to theQuarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119))(#) 10(ix) 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 December31, 2005 (File No.001-04119)) (#) 10(x) 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 December31, 2005 (File No.001-04119)) (#) 10(xi) 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 April1, 2006 (File No.001-04119)) (#) 10(xii) 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 Form 10-Q for the quarter ended June30, 2012 (File No.001-04119)) (#) 10(xiii) 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 Form 10-Q for the quarter ended July5, 2014 (File No.001-04119)) (#) 10(xiv) Form of Restricted Share Unit Award Agreement used for awards granted after February 21, 2022 time-vested awards (incorporated by reference to Exhibit 10.3 to theQuarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119))(#) 10(xv) Form of Award Agreement for Annual Stock Option Grants used for awards granted after February 21, 2022(incorporated by reference to Exhibit 10.4 to theQuarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119))(#) 10(xvi) Retirement, Separation, Waiver and Release Agreement, dated as of June 8, 2021, by and between Nucor Corporation and Craig A. Feldman (incorporated by reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended July 3, 2021 (File No. 001-04119)) (#) 10(xvii) ExecutiveEmployment Agreement of James D. Frias (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed February 19, 2020 (File No.001-04119)) (#) 10(xviii) Retirement, Separation, Waiver and Release Agreement, dated as of May24, 2022, by and between Nucor Corporation and James D. Frias (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed May25, 2022 (File No. 001-04119))(#) 10(xix) Retirement, Separation, Waiver and Release Agreement, dated as of June 17, 2020, by and between Nucor Corporation and Ladd R. Hall (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed June 17, 2020 (File No. 001-04119)) (#) 10(xx) Retirement, Separation, Waiver and Release Agreement, dated as of June 3, 2021, by and between Nucor Corporation and Raymond S. Napolitan, Jr. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed June 3, 2021 (File No. 001-04119)) (#) 10(xxi) ExecutiveEmployment Agreement of MaryEmily Slate (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed February 19, 2020 (File No.001-04119)) (#) 10(xxii) Retirement, Separation, Waiver and Release Agreement, dated as of May27, 2022, by and between Nucor Corporation and MaryEmily Slate(incorporated by reference to Exhibit 10.2 to theQuarterly Report on Form 10-Q for the quarter ended July 2, 2022 (File No. 001-04119))(#) 10(xxiii) ExecutiveEmployment Agreement of Leon J. Topalian (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed February 19, 2020 (File No.001-04119)) (#) 10(xxiv) ExecutiveEmployment Agreement of D. Chad Utermark (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed February 19, 2020 (File No.001-04119)) (#) 10(xxv) ExecutiveEmployment Agreement of Allen C. Behr (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended July4, 2020 (File No.001-04119)) (#) 10(xxvi) ExecutiveEmployment Agreement of David A. Sumoski (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed January 5, 2021 (File No.001-04119)) (#) 10(xxvii) ExecutiveEmployment Agreement of Douglas J. Jellison (incorporated by reference to Exhibit10(xxx) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No.001-04119)) (#) 10(xxviii) ExecutiveEmployment Agreement of Gregory J. Murphy (incorporated by reference to Exhibit10(xxxi) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No.001-04119)) (#) 10(xxix) ExecutiveEmployment Agreement of Daniel R. Needham (incorporated by reference to Exhibit10(xxxii) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No.001-04119)) (#) 10(xxx) ExecutiveEmployment Agreement of K. Rex Query (incorporated by reference to Exhibit10(xxxiii) to the Annual Report on Form 10-K for the year ended December 31, 2020 (File No.001-04119)) (#) 10(xxxi) Executive Employment Agreement of Stephen D. Laxton (incorporated by reference to Exhibit10.1 to the Current Report on Form 8-K/A filed March4, 2022 (File No. 001-04119)) (incorporated by reference to Exhibit 10.5 to theQuarterly Report on Form 10-Q for the quarter ended April 2, 2022 (File No. 001-04119))(#) 10(xxxii) Executive Employment Agreement of John Hollatz(incorporated by reference to Exhibit 10 to theQuarterly Report on Form 10-Q for the quarter ended July 2, 2022 (File No. 001-04119))(#) 10(xxxiii)* Executive Employment Agreement of Noah Hanners (#) 10(xxxiv) Nucor Corporation Supplemental Retirement Plan for Executive Officers (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed February 19, 2020 (File No.001-04119)) (#) 21* Subsidiaries 23* Consent of Independent Registered Public Accounting Firm 31* Certification of Principal Executive Officer Pursuant to Rule 13a-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 Rule 13a-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. Section1350, 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. Section1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002