Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to________
For the fiscal year ended December 31, 2020
or
Commission File Number: 1-4119
NUCOR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1915 Rexford Road, Charlotte, North Carolina
(Address of principal executive offices)
13-1860817
(I.R.S. Employer
Identification No.)
28211
(Zip Code)
Registrant’s telephone number, including area code: (704) 366-7000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.40 per share
Trading
Symbol(s)
NUE
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
☒
☐
Non-accelerated filer
☐
Smaller reporting company
Emerging growth company
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☒
No ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates was approximately $12.43 billion based upon the closing sales price of the registrant’s
common stock on the last business day of the registrant’s most recently completed second fiscal quarter, July 4, 2020.
The number of shares of the registrant’s common stock outstanding as of February 19, 2021 was 298,045,858.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the registrant’s 2021 Annual Meeting of
Stockholders are incorporated by reference in Part III of this report to the extent described herein.
Nucor Corporation
Annual Report on Form 10-K
For the Fiscal Year Ended December 31, 2020
Table of Contents
Table of Contents
PART I
Item 1.
Business
Item 1A.
Risk Factors
Item 1B.
Unresolved Staff Comments
Item 2.
Properties
Item 3.
Legal Proceedings
Item 4.
Mine Safety Disclosures
Information About Our Executive Officers
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Item 6.
Selected Financial Data
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.
Controls and Procedures
Item 9B.
Other Information
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Item 11.
Executive Compensation
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Item 14.
Principal Accountant Fees and Services
PART IV
Item 15.
Exhibits and Financial Statement Schedules
Item 16.
Form 10-K Summary
SIGNATURES
i
1
14
19
20
21
21
21
24
25
26
44
45
83
83
83
84
84
84
84
84
85
89
90
`
Table of Contents
Item 1.
Business
Overview
PART I
Nucor Corporation, a Delaware corporation incorporated in 1958, and its affiliates (“Nucor,” the “Company,” “we,” “us” or “our”)
manufacture steel and steel products. The Company also produces direct reduced iron (“DRI”) for use in its steel mills. Through The David J.
Joseph Company and its affiliates (“DJJ”), the Company also processes ferrous and nonferrous metals and brokers ferrous and nonferrous
metals, pig iron, hot briquetted iron (“HBI”) and DRI. Most of the Company’s operating facilities and customers are located in North America.
The Company’s operations include international trading and sales companies that buy and sell steel and steel products manufactured by the
Company and others.
Nucor is North America’s largest recycler, using scrap steel as the primary raw material in producing steel and steel products. In
2020, we recycled approximately 17.8 million gross tons of scrap steel.
Segments, Principle Products Produced, and Markets and Marketing
Nucor reports its results in three segments: steel mills, steel products and raw materials. The steel mills segment is Nucor’s largest
segment, representing 60% of the Company’s sales to external customers in the year ended December 31, 2020.
We market products from the steel mills and steel products segments mainly through in-house sales forces. We also utilize our
internal distribution and trading companies to market our products abroad. The markets for these products are largely tied to capital and
durable goods spending and are affected by changes in general economic conditions.
We are a leading domestic provider for most of the products we supply, and, in many cases (e.g., structural steel, merchant bar steel,
steel joist and deck, pre-engineered metal buildings, steel piling and cold finish bar steel), we are the leading supplier.
Steel mills segment
In the steel mills segment, Nucor produces sheet steel (hot-rolled, cold-rolled and galvanized), 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 engineered
special bar quality (“SBQ”)). Nucor manufactures steel principally from scrap steel and scrap steel substitutes using electric arc furnaces
(“EAFs”), continuous casting and automated rolling mills. The steel mills segment also includes Nucor’s equity method investments in NuMit
LLC (“NuMit”) and Nucor-JFE Steel Mexico, S. de R.L. de C.V. (“Nucor-JFE”), as well as international trading and distribution companies that
buy and sell steel manufactured by the Company and other steel producers.
The steel mills segment sells its products primarily to steel service centers, fabricators and manufacturers located throughout the
United States, Canada and Mexico. The steel mills segment sold approximately 18,049,000 tons to outside customers in 2020.
1
Table of Contents
The following chart shows our outside steel shipments by end market:
In 2020, 80% of the shipments made by our steel mills segment were to external customers. The remaining 20% of the steel mills
segment’s shipments went to our tubular products, piling distributor, joist, deck, rebar fabrication, fastener, metal buildings and cold finish
operations.
•
•
Bar mills - Nucor has 15 bar mills strategically located across the United States that manufacture a broad range of steel
products, including concrete reinforcing bars, hot-rolled bars, rounds, light shapes, structural angles, channels, wire rod and
highway products in carbon and alloy steels. Four of the bar mills have a significant focus on manufacturing SBQ and wire rod
products.
Steel produced by our bar mills has a wide usage serving end markets, including the agricultural, automotive, construction,
energy, furniture, machinery, metal building, railroad, recreational equipment, shipbuilding, heavy truck and trailer market
segments. Considering Nucor’s production capabilities and the mix of bar products generally produced and marketed, the
capacity of the bar mills is estimated at approximately 9,560,000 tons per year.
Reinforcing and merchant bar steel are sold in standard sizes and grades, which allows us to maintain inventory levels of these
products to meet our customers’ expected orders. Our SBQ products are hot-rolled to exacting specifications primarily servicing
the automotive, energy, agricultural, heavy equipment and transportation sectors.
Sheet mills - Nucor operates five strategically located sheet mills that utilize thin slab casters to produce flat-rolled steel for
automotive, appliance, construction, pipe and tube and many other industrial and consumer applications. Considering Nucor’s
production capabilities and the mix of flat-rolled products generally produced and marketed, the capacity of the sheet mills is
estimated at approximately 11,300,000 tons per year. All of our sheet mills are equipped with galvanizing lines and four of them
are equipped with cold rolling mills for the further processing of hot-rolled sheet steel.
Nucor produces hot-rolled, cold-rolled and galvanized sheet steel to customers’ specifications. Contract sales within the steel
mills segment are most notable in our sheet operations, as it is common for contract sales to account for the majority of sheet
sales in a given year. We estimate that approximately 70% of our sheet steel sales in 2020 were to contract customers. The
balance of our sheet steel sales were made in the spot market at prevailing prices at the time of sale. The amount of tons sold to
contract customers at any given time depends on a variety of factors, including our consideration of current and future market
conditions, our strategy to appropriately balance spot and contract tons in a manner to meet our customers’ requirements while
considering the expected profitability, our desire to sustain a diversified customer base, and our end-use customers’ perceptions
about future market conditions. These sheet sales contracts are noncancellable agreements that generally incorporate monthly
or quarterly price adjustments reflecting changes in the current market-based indices and/or raw material cost, and typically
have terms ranging from six to 12 months.
2
Table of Contents
•
•
•
Structural mills - Nucor operates two structural mills that produce wide-flange steel beams, pilings and heavy structural steel
products for fabricators, construction companies, manufacturers and steel service centers. Nucor owns a 51% interest in Nucor-
Yamato Steel Company (Limited Partnership) (“Nucor-Yamato”) located in Blytheville, Arkansas. Nucor-Yamato is the only North
American producer of high-strength, low-alloy beams. Common applications for the high-strength, low-alloy beams include
gravity columns for high-rise buildings, long-span trusses for stadiums and convention centers, and for all projects where
seismic design is a critical factor. Nucor also owns a steel beam mill in Berkeley County, South Carolina. Considering Nucor’s
production capabilities and the mix of structural products generally produced and marketed, the capacity of the two structural
mills is estimated at approximately 3,250,000 tons per year. Both mills use a special continuous casting method that produces a
beam blank closer in shape to that of the finished beam than traditional methods.
Structural steel products come in standard sizes and grades, which allows us to maintain inventory levels of these products to
meet our customers’ expected orders.
Plate mills - Nucor operates three plate mills that produce plate for manufacturers of barges, bridges, heavy equipment, rail cars,
refinery tanks, ships, wind towers and other items. Our products are further used in the pipe and tube, pressure vessel,
transportation and construction industries. Considering Nucor’s production capabilities and the mix of plate products generally
produced and marketed, the capacity of the plate mills is estimated at approximately 2,925,000 tons per year. Nucor is currently
constructing a state-of-the-art plate mill in Brandenburg, Kentucky with an anticipated start-up date of late 2022.
Plate steel products come in standard sizes and grades, which allows us to maintain inventory levels of these products to meet
our customers’ expected orders.
Steel joint ventures - Nucor owns 50% interests in a North American sheet steel processing joint venture and a galvanized sheet
steel plant in Mexico.
Nucor owns a 50% economic and voting interest in NuMit, a company that owns 100% of the equity interest in Steel
Technologies LLC (“Steel Technologies”), an operator of 26 strategically located sheet processing facilities in the United States,
Canada and Mexico. Steel Technologies transforms flat-rolled steel into products that meet the exact specifications for
customers in a wide range of industries, including the automotive, agricultural and consumer goods markets.
Nucor owns a 50% economic and voting interest in Nucor-JFE, a joint venture with JFE Steel Corporation of Japan that operates
a galvanized sheet steel plant in central Mexico that is expected to supply the country’s automotive market with an annual
capacity of approximately 400,000 tons.
Steel products segment
In the steel products segment, Nucor produces hollow structural section (“HSS”) steel 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 products segment also includes our piling distributor. These products are sold primarily
for use in nonresidential construction applications.
•
•
Tubular Products – The Nucor Tubular Products (“NTP”) group has eight tubular facilities that are strategically located in close
proximity to Nucor’s sheet mills as they are a consumer of hot-rolled coil. The NTP group produces HSS steel tubing,
mechanical steel tubing, piling, sprinkler pipe, heat-treated tubing and electrical conduit. HSS steel tubing, mechanical steel
tubing and sprinkler pipe are used in structural and mechanical applications, including nonresidential construction, infrastructure,
agricultural, automotive and construction equipment end-use markets. Heat-treated tubing and electrical conduit are primarily
used to protect and route electrical wiring in various nonresidential structures such as hospitals, schools, office buildings, hotels,
stadiums and shopping malls. Total annual NTP capacity is approximately 1,365,000 tons.
Rebar fabrication - Harris Steel (“Harris”) fabricates, installs and distributes rebar for a wide variety of construction work
classified as infrastructure (e.g., highways, bridges, reservoirs,
3
Table of Contents
•
•
•
utilities and airports) and various building projects, including hospitals, schools, stadiums, commercial office buildings and multi-
tenant residential construction. We sell and install fabricated reinforcing products primarily on a construction contract bid basis.
Reinforcing products are essential to concrete construction. They supply tensile strength, as well as additional compressive
strength, and protect the concrete from cracking. In many markets, Harris sells reinforcing products on an installed basis (i.e.,
Harris fabricates the reinforcing products for a specific application and performs the installation). Harris operates nearly 70
fabrication facilities across the United States and Canada, with each facility serving a local market. Total annual rebar fabrication
capacity is approximately 1,650,000 tons.
Vulcraft/Verco – The Vulcraft/Verco group is the nation’s largest producer and leading innovator of open-web steel joists, joist
girders and steel deck, which are used primarily for nonresidential building construction. Steel joists and joist girders are
produced and marketed throughout the United States by seven domestic Vulcraft facilities. The Vulcraft/Verco group’s steel
decking is produced and marketed throughout the United States by nine domestic plants. Six of these plants are adjacent to
Vulcraft joist facilities. The Vulcraft/Verco group also has two plants in Canada, one in Eastern Canada and one in Western
Canada, that produce both joist and deck. The annual joist production capacity is approximately 745,000 tons and the annual
deck production capacity is approximately 560,000 tons.
Sales of steel joists, joist girders and steel decking are dependent on the nonresidential building construction market. The
majority of steel joists, joist girders and steel decking are used extensively as part of the roof and floor structural support
systems in warehouses, data centers, manufacturing buildings, retail stores, shopping centers, schools, hospitals, and, to a
lesser extent, in multi-story buildings and apartments. We make these products to the customers’ specifications and do not sell
these finished steel products out of inventory. The majority of these contracts are firm, fixed-price contracts that are, in most
cases, competitively bid against other suppliers. Longer-term supply contracts may or may not permit us to adjust our prices to
reflect changes in prevailing raw material costs.
Piling products - Skyline Steel LLC and its subsidiaries (“Skyline”) are primarily a steel foundation distributor serving the North
American market. Skyline distributes products to service marine construction, bridge and highway construction, heavy civil
construction, storm protection, underground commercial parking and environmental containment projects in the infrastructure
and construction industries. Skyline also manufactures a complete line of geostructural foundation solutions, including threaded
bar, micropile, strand anchors and hollow bar. It also processes and fabricates spiral weld pipe piling, rolled and welded pipe
piling, cold-formed sheet piling and threaded bar.
Cold finish - Nucor Cold Finish (“NCF”) is the largest and most diversified producer of cold finished bar products for a wide range
of industrial markets in North America, with assets in Canada, Mexico and throughout the United States. The total capacity of
the Nucor cold finished bar and wire facilities exceeds approximately 1,069,000 tons per year.
Nucor’s cold finished facilities are among the most modern in the world, producing cold finished bars for the most demanding
applications. NCF obtains most of its steel from the Nucor bar mills, ensuring consistent quality and supply through all market
conditions. These facilities produce cold-drawn, turned, ground and polished steel bars that are used extensively for shafting
and other precision machined applications. NCF produces rounds, hexagons, flats and squares in carbon, alloy and leaded
steels. These bars are purchased by the appliance, automotive, construction equipment, electric motor, farm machinery and fluid
power industries, as well as by service centers. NCF bars are used in tens of thousands of products. A few examples include
anchor bolts, hydraulic cylinders and shafting for air conditioner compressors, ceiling fan motors, garage door openers, electric
motors and lawn mowers.
4
Table of Contents
Nucor owns a fully integrated precision castings company, Corporacion POK, S.A. de C.V. (“POK”), with a facility in Guadalajara,
Mexico. POK produces complex castings and precision machined products used by the oil and gas, mining and sugar
processing industries. POK produces a wide array of precision castings using steel, bronze, iron and specialty exotic alloys.
POK complements NCF’s businesses and Nucor’s cold finish facility in Monterrey.
•
Buildings group – Nucor produces metal buildings and components throughout the United States under the following brands:
Nucor Building Systems, American Buildings Company, Kirby Building Systems and CBC Steel Buildings. In total, the Nucor
Buildings group currently has nine metal buildings plants with an annual capacity of approximately 360,000 tons, as well as an
insulated metal panels company in Laurens, South Carolina whose products are utilized in metal buildings made by the Nucor
Buildings group as well as other applications.
The sizes of the buildings that can be produced range from less than 1,000 square feet to more than 1,000,000 square feet.
Complete metal building packages can be customized and combined with other materials such as glass, wood and masonry to
produce cost-effective, energy efficient, aesthetically pleasing buildings designed to the customers’ special requirements. The
buildings are sold primarily through independent builder distribution networks in order to provide fast-track, customized solutions
for building owners. The primary markets served are commercial, industrial and institutional buildings, including distribution
centers, data centers, automobile dealerships, retail centers, schools and manufacturing facilities.
•
Steel mesh, grating and fasteners - Nucor manufactures wire products, grating and industrial fasteners.
Nucor produces mesh at Nucor Steel Connecticut, Inc. and Nucor Wire Products Utah. Nucor also produces mesh in Canada at
the Harris operations of Laurel Steel. The combined annual production capacity of the steel mesh facilities is approximately
128,000 tons.
Our grating business manufactures and fabricates steel and aluminum bar grating products at facilities located in North America
and serves the new construction and maintenance-related markets. The annual production capacity for our grating business is
approximately 80,000 tons.
Nucor Fastener’s bolt-making facility in Indiana produces carbon and alloy steel hex head cap screws, hex bolts, structural bolts,
nuts and washers, finished hex nuts and custom-engineered fasteners. Nucor fasteners are used in a broad range of markets,
including automotive, machine tool, farm implement, construction and military applications. The annual production capacity of
this facility is approximately 75,000 tons.
Raw materials segment
In the raw materials segment, Nucor produces DRI; brokers ferrous and nonferrous metals, pig iron, HBI and DRI; supplies ferro-
alloys; and processes ferrous and nonferrous scrap metal. The raw materials segment also includes our natural gas drilling operations.
Nucor’s raw materials investments are focused on creating an advantage for its steelmaking operations, through a global information network
and a multi-pronged and flexible approach to metallics supply.
•
Scrap recycling and brokerage operations - DJJ operates six regional scrap recycling companies across the United States that
together have shredders capable of processing approximately 5,000,000 tons of ferrous scrap annually. DJJ’s scrap recycling
operations use industry-leading expertise and technology to maximize metal recovery and minimize waste. DJJ also operates 11
self-serve used auto parts stores called U Pull-&-Pay that complement its recycling operations.
DJJ is the leading broker of ferrous scrap in North America and is a global trader of scrap metal, pig iron and other metallics. In
addition to sourcing steel scrap for Nucor’s mills, DJJ is a global trader of ferro-alloys and nonferrous metals. DJJ’s logistics
team owns and operates one of the largest independent fleets of railcars in the United States dedicated to the movement of
scrap and steel and also offers railcar leasing and railcar fleet management services. These activities have strategic value to
Nucor as the leading and most diversified North American steel producer.
5
Table of Contents
Our primary external customers for ferrous scrap are EAF steel mills and foundries that use ferrous scrap as a raw material in
their manufacturing process. External customers purchasing nonferrous scrap metal include aluminum can producers,
secondary aluminum smelters, steel mills, and other processors and consumers of various nonferrous metals. We market scrap
metal products and related services to our external customers through in-house sales forces. In 2020, approximately 9% of the
ferrous and nonferrous metals and scrap substitute tons we brokered and processed were sold to external customers. We
consumed the balance in our steel mills.
Direct reduced iron operations - DRI is a substitute material for high-quality grades of scrap and pig iron. Nucor operates two
DRI plants with a combined annual capacity of approximately 4,500,000 metric tons of material with world-class metallization
rates and carbon content. Nucor’s wholly owned subsidiary, Nu-Iron Unlimited, is in Trinidad and benefits from a low-cost supply
of natural gas and favorable logistics for inbound iron ore and shipment of DRI to the United States. Nucor’s second DRI plant in
Louisiana (“Nucor Steel Louisiana”) also benefits from favorable logistics and proximity to its steel mill customers.
Nucor’s DRI production capabilities provide our steel mills flexibility to quickly adjust the metallic mix to changing market
conditions and to maintain competitiveness in the sometimes-volatile scrap market. With the potential for high-quality scrap
becoming scarcer, coupled with the risk of third-party supplier disruptions, Nucor’s DRI facilities provide a greater degree of
certainty over its metallics supply.
Natural gas drilling programs - Nucor owns leasehold interests in natural gas properties in the Piceance Basin in the Western
Slope of Colorado.
Nucor’s access to a long-term, low-cost supply of natural gas is a component in the execution of Nucor’s raw material strategy.
Natural gas produced by Nucor’s drilling operations is being sold to third parties to offset our exposure to changes in the price of
natural gas consumed by our DRI plant in Louisiana and our steel mills in the United States.
•
•
Customers
A significant portion of our steel mills and steel products segments’ sales are into the commercial, industrial and municipal
construction markets. We have a diverse customer base and are not dependent on any single customer. Our largest single customer in 2020
represented less than 5% of sales and consistently pays within terms. Our steel mills use a significant portion of the products of the raw
materials segment.
General Development of Our Business in Recent Years
Nucor has invested significant capital in recent years to expand our product portfolio to include more value-added steel mill products
and capabilities, improve our cost structure, enhance our operational flexibility and provide additional channels to market for our products.
These investments totaled approximately $4.24 billion over the last three years, with approximately 95% going to capital expenditures and
the remainder going to acquisitions. We believe that our focus on lowering costs and diversifying our operations will enable us to deliver
profitable long-term growth. Further, we believe shifting our product mix to a greater proportion of value-added products and increasing end-
use market diversity will make us less susceptible to being negatively impacted by imports.
Several new capital projects that support our expansion of value-added product offerings and cost-reduction strategies were
completed in 2020. Nucor’s $245 million rebar micro mill near Kansas City in Sedalia, Missouri finished commissioning in the second quarter
of 2020 and is capable of producing approximately 380,000 tons annually. We believe that positioning the micro mill near the Kansas City
market will provide us with a freight cost advantage relative to more distant suppliers, and we will also benefit from the scrap supply in the
immediate area provided by our existing DJJ operations. In December 2020, Nucor’s $249 million investment in a new rebar micro mill in
Frostproof, Florida began production and commissioning. This mill is capable of producing approximately 350,000 tons annually. We believe
this new micro mill will also benefit from the scrap supply in the immediate area provided by
6
Table of Contents
our existing DJJ operations as well as strong regional demand for its products. Also in December 2020, Nucor Steel Kankakee, Inc. finished
commissioning its full-range merchant bar quality mill with approximately 500,000 tons of annual capacity at its existing mill in Bourbonnais,
Illinois at a cost of $187 million. Like the new micro mills, we believe that the Kankakee mill will also benefit from logistical advantages
serving its customers and low-cost scrap supply.
Nucor is constructing a new $325 million 3rd generation flexible galvanizing line with an annual capacity of approximately 500,000
tons at our Nucor Steel Arkansas facility. This project complements the new $245 million specialty cold mill at Nucor Steel Arkansas that
completed its first full year of production in 2020. We believe these investments will accelerate our goal of increasing our automotive market
share. The new galvanizing line is expected to be operational in the second half of 2021. In September 2018, Nucor announced an
approximately $650 million investment to modernize and expand the production capability at its Gallatin flat-rolled sheet mill located in Ghent,
Kentucky. This investment will increase the production capability from approximately 1,400,000 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 the second half
of 2021 and complements the mill’s new $200 million hot band galvanizing and pickling line that completed its first full year of production in
2020. In January 2019, Nucor announced plans to build a state-of-the-art plate mill, which will be based in Brandenburg, Kentucky on the
Ohio river. With an expected investment of $1.70 billion, we anticipate the mill will be completed in late 2022 and will be capable of producing
approximately 1,200,000 tons per year of steel plate products.
In addition to growing through capital expansions at our existing operations and acquisitions, Nucor also uses joint ventures as a
platform for growth. Nucor-JFE, our joint venture with JFE Steel Corporation of Japan, in which Nucor has 50% ownership, resumed
production in late 2020 after lengthy government-mandated shutdowns related to the COVID-19 pandemic. Located in central Mexico, Nucor-
JFE will supply galvanized sheet steel to the growing Mexican automotive market. The investment totaled $360 million, with Nucor's share of
these amounts being 50%. Nucor’s sheet mills are expected to provide a significant portion of the hot-rolled steel substrate that will be
consumed by Nucor-JFE.
Capital Allocation Strategy
The significant developments in Nucor’s business in recent years have been driven by our capital allocation strategy. Our highest
capital allocation priority is to invest in our business for profitable long-term growth through our multi-pronged strategy of optimizing existing
operations, greenfield expansions and acquisitions.
Our second priority is to return capital to our stockholders through cash dividends and share repurchases. Nucor has paid
$1.47 billion in dividends to its stockholders during the past three years. That dividend payout represents 19% of cash flows from operations
during that three-year period. The Company repurchased $39.5 million of its common stock in 2020 ($298.5 million in 2019 and
$854.0 million in 2018).
We intend to return at least 40% of our net income to stockholders over time via a combination of both cash dividends and share
repurchases. Over the past three years, we have returned approximately 61% of our net income in this manner. At December 31, 2020, the
Company had approximately $1.16 billion available for share repurchases under the current share repurchase program.
We intend to execute on this strategy while maintaining a strong balance sheet, with relatively low financial leverage, as measured in
terms of net debt to total capital, as well as ample liquidity. At year-end 2020, our net debt to total capital was approximately 13% and we had
cash and cash equivalents, short-term investments and restricted cash and cash equivalents on hand of $3.16 billion. At the end of 2020,
Nucor had the strongest credit ratings in the North American steel sector (Baa1/A-) with stable outlooks at both Moody’s and Standard &
Poor’s.
7
Table of Contents
Competition
We compete in a variety of steel and metal markets, including markets for finished steel products, unfinished steel products and raw
materials. These markets are highly competitive with many domestic and foreign firms participating, and, as a result of this highly competitive
environment, we find that we primarily compete on price and service.
In our steel mills segment, our EAF steel mills face many different forms of competition, including domestic 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 domestic EAF steel
mills, steel imports and alternative materials. Large domestic integrated steel producers have the ability to manufacture a variety of products
but face significantly higher energy costs and are often burdened with higher capital and fixed operating costs. EAF-based steel producers,
such as Nucor, are sensitive to increases in scrap prices but tend to have lower capital and fixed operating costs compared with large
integrated steel producers. EAF-based steel producers also typically emit less carbon dioxide per ton of steel produced than integrated steel
producers.
The COVID-19 pandemic has exacerbated the ongoing risks Nucor and the entire steel industry face from excess global steelmaking
capacity, particularly in non-market economies. China set a record for steel production in 2020, despite the pandemic. Steel production in
China rose from approximately 1.10 billion tons in 2019 to approximately 1.16 billion tons in 2020. As a result, China’s share of global crude
steel production rose from 53.3% in 2019 to 56.6% in 2020. The Organisation for Economic Co-operation and Development (the “OECD”)
estimates that excess global steel production capacity will be approximately 776 million tons in 2020, up from 624 million tons in 2019, which
was itself up significantly from the prior year. China’s largest steel companies are state-owned and receive significant financial support from
the Chinese government.
The Section 232 steel tariffs implemented in 2018 continue to be effective in preventing the dumping of steel products in the U.S.
market. Successful industry trade cases over the past several years have had an impact on import levels as well. For the full year 2020,
imports of finished steel were down approximately 23% from the previous year and accounted for approximately 18% of U.S. market share.
In 2020, finished steel import market share was at its lowest level since 2003.
The new United States-Mexico-Canada (USMCA) trade agreement went into effect in July 2020. The agreement has several
provisions that we believe will benefit the steel industry, including requiring that higher levels of a vehicle’s content, including steel, be
produced in North America for a vehicle to qualify for zero tariffs, and that 70% of the steel used in vehicles be melted and poured in North
America. There are also provisions addressing currency manipulation and state-owned enterprises.
We also experience competition from other materials. Depending on our customers’ end use of our products, there are often other
materials, such as concrete, aluminum, plastics, composites and wood that compete with our steel products. When the price of steel relative
to other raw materials rises, these alternatives can become more attractive to our customers.
Competition in our scrap and raw materials business is also vigorous. The scrap metals market consists of many firms and is highly
fragmented. Firms typically compete on price and geographic proximity to the sources of scrap metal.
Backlog
In the steel mills segment, Nucor’s backlog of orders was approximately $2.58 billion and $1.68 billion at December 31, 2020 and
2019, respectively. Order backlog for the steel mills segment includes only orders from external customers and excludes orders from other
Nucor businesses. Nucor’s backlog of orders in the steel products segment was approximately $2.66 billion and $2.24 billion at
December 31, 2020 and 2019, respectively. The majority of these orders are expected to be filled within one year. Order backlog within our
raw materials segment is not meaningful because the vast majority of the raw materials that segment produces are used internally.
8
Table of Contents
Sources and Availability of Raw Materials
An ample supply of high-quality scrap and scrap substitutes is critical to support Nucor’s ability to produce high-quality steel. Nucor’s
raw materials segment safely produces, sources, trades and transports steelmaking raw materials. Nucor’s raw materials investments are
focused on creating an advantage for its steelmaking operations, through a global information network and a multi-pronged and flexible
approach to metallics supply.
Scrap and scrap substitutes are the most significant element in the total cost of steel production. The average cost of scrap and scrap
substitutes used in our steel mills segment decreased 8% from $314 per gross ton used in 2019 to $290 per gross ton used in 2020. On
average, it takes approximately 1.1 tons of scrap and scrap substitutes to produce one ton of steel. Depending on the market conditions at
the time, a raw material surcharge or variable steel pricing mechanism may be implemented to assist Nucor in maintaining operating margins
and in meeting our customer commitments during periods of rapidly changing scrap and scrap substitute costs.
For the past decade, Nucor has focused on securing access to low-cost raw material inputs as they are the Company’s largest
expense. We believe Nucor’s broad, balanced supply chain is an important strength which allows us to reduce the cost of our steelmaking
operations, create a shorter supply chain and have greater optionality over our metallic inputs. Our investment in DRI production facilities and
scrap yards, as well as our access to international raw materials markets, provides Nucor with significant flexibility in optimizing our raw
material costs. Additionally, having a significant portion of our raw materials supply under our control minimizes risk associated with the
global sourcing of raw materials, particularly since a good deal of scrap substitutes comes from regions of the world that have historically
experienced greater political turmoil. We believe the continued successful implementation of our raw material strategy, including key
investments in DRI production, as well as in the scrap brokerage and processing services performed by our team at DJJ, gives us greater
control over our metallic inputs and thus helps us mitigate the risk of significant fluctuations in the availability and costs of critical inputs.
DJJ acquires ferrous scrap from numerous sources, including manufacturers of products made from steel, industrial plants, scrap
dealers, peddlers, auto wreckers and demolition firms. We purchase pig iron as needed from a variety of sources and operate DRI plants in
Trinidad and Louisiana with respective annual production capacities of approximately 2,000,000 and 2,500,000 metric tons. The primary raw
material for our DRI facilities is pelletized iron ore, which we purchase from various international suppliers. Another major source of raw
materials used in the production of steel is pig iron. We received over 2.6 million gross tons of pig iron in 2020. As with scrap and iron ore, we
source pig iron from a number of international suppliers.
The primary raw material for our steel products segment is steel produced by Nucor’s steel mills.
Energy Consumption and Costs
Most of our operations are energy intensive. As a result, we continuously strive to make our operations in all three of our business
segments more energy efficient. In addition, we proactively engage with suppliers, regulators and other energy industry participants to ensure
the continued availability of reliable, low cost sources of energy in various forms.
Our steel mills utilize EAFs for 100% of their steel production, with approximately 50% of their total energy consumed as electricity.
The total energy consumed by Nucor also includes natural gas, oxygen, and carbon raw material inputs. For the scrap melting process,
electricity is the primary energy source, with natural gas combustion serving as the fuel for reheat furnaces and other pre-heating operations.
Our DRI facilities in Trinidad and Louisiana are also large consumers of natural gas.
The availability and prices of electricity and natural gas are influenced today by many factors, including changes in supply and
demand, the regulatory environment and pipeline/transmission infrastructure.
We closely monitor developments in public policy relating to energy production and consumption. We work with policymakers to
provide technical information that can inform policy making and avoid
9
Table of Contents
unintended adverse consequences of legislative and regulatory actions. We believe that a thoughtful approach to domestic energy policy can
help ensure that steel and steel products manufactured in the United States remain competitive in an increasingly global marketplace.
Greenhouse gas (“GHG”) emissions by the energy sector have received an increasing amount of attention in recent years, as more
people become concerned that these emissions are a significant contributor to climate change. This has led to increasing support for, and
investment in, low or zero carbon energy generation technologies such as solar, wind and nuclear. As a result, the development of these
technologies has accelerated, and in many cases they are now more cost competitive with traditional, fossil fuel-based power generation. We
believe that this ongoing diversification of power generation technologies is fundamentally positive, but without careful planning and
investment there is some risk to the reliability of the domestic power grid as this transition continues. In particular, legacy fossil fuel-based
assets will remain essential for some time to come and the U.S. transmission grid is broadly in need of substantial upgrades to take full
advantage of these newer, more intermittent power sources. We are also optimistic about the related demand for our products as
transmission grid upgrades are executed and newer power generation assets are developed using steel.
In November of 2020, we executed a 15-year, 250-megawatt Virtual Power Purchase Agreement (“VPPA”) with a major North
American renewable energy company. Under the VPPA, we have agreed to purchase for a fixed price a portion of the output of a solar array
being developed in northwestern Texas. The VPPA will be settled financially on a monthly basis. We have undertaken this initiative to support
the ongoing transition of the U.S. power grid to a greater reliance on renewable power. As part of this arrangement we will also receive
Renewable Energy Credits (“RECs”) commensurate with the power we purchase. These RECs can be applied against a portion of our GHG
emissions, enabling us to receive credit for reducing them. The pay fixed, received floating nature of this arrangement also offsets a portion
of our exposure to higher prices for electricity over the life of the contract. We are evaluating and considering more transactions like this one.
We use a variety of strategies to manage our exposure to price risk of natural gas, including cash flow hedges, as well as our owned
natural gas drilling operations. In addition to the currently producing wells in the Piceance Basin, Nucor owns leasehold interests in natural
gas properties in the South Piceance Basin, in the Western Slope of Colorado. To support Nucor’s operating wells and potential future well
developments on these properties, Nucor has entered into long-term agreements directly with third-party gathering and processing service
providers. Natural gas produced by Nucor’s drilling operations is being sold to offset our exposure to changes in the price of natural gas
consumed by our DRI plant in Louisiana, and by our steel mills in the United States. Nucor has full discretion on its participation in all future
drilling capital investments.
Government and Environmental Regulations
Our business operations are subject to numerous federal, state and local laws and regulations, the most significant of which are
intended to protect our teammates and the environment. Due to the nature of the steel industry, we are subject to substantial regulations
related to safety in the workplace. In addition to the requirements of the state and local governments of the communities in which we
operate, we must comply with federal health and safety regulations, the most significant of which are enforced by the Occupational Safety
and Health Administration (“OSHA”). Because safety and safety compliance is one of our primary values, its effect on our capital
expenditures, earnings and competitive position is not estimable.
Nucor operates a robust and sustainable environmental program that incorporates the concept of each individual teammate, as well
as management, being responsible for environmental performance. All of Nucor’s steelmaking operations are ISO 14001 certified. Achieving
ISO 14001 certification requires Nucor’s steel mills to implement an environmental management system with measurable targets and
objectives, such as reducing the use of oil and grease and minimizing electricity use.
The principal federal environmental laws that regulate our business include the Clean Air Act (the “CAA”) that regulates air emissions;
the Clean Water Act (the “CWA”) that regulates water withdrawals and discharges; the Resource Conservation and Recovery Act (the
“RCRA”) that addresses solid and hazardous waste treatment, storage and disposal; and the Comprehensive Environmental Response,
10
Table of Contents
Compensation and Liability Act (the “CERCLA”) that governs releases of hazardous substances, and remediation of contaminated sites. Our
operations are also subject to state and local environmental laws and regulations.
As it relates to air emission rates, EAFs are the most efficient and cleanest steel making process commercially available today. In
comparison to blast furnaces, emissions of sulfur oxides from EAFs are approximately 14% of the amount emitted from blast furnaces. EAFs
emit less than 1% of the particulate emissions compared to blast furnace operations. Importantly, EAF emissions of greenhouse gases per
ton of steel average less than half of the rates typically generated by blast furnaces. Operating EAFs instead of blast furnaces is a proven air
quality improvement strategy. In addition, each of our steel mills operate air pollution control devices (baghouses) to collect and capture
particulate emissions (“EAF dust”) from the steel making process. We strive to maintain compliance with all applicable CAA requirements.
The primary raw material of Nucor’s steelmaking operations is scrap metal. As mentioned previously, the process of recycling scrap
metal generates particulate matter emissions that includes contaminants such as paint, zinc, chrome and other metals. Initially, the
particulate matter captured and collected is classified as a listed hazardous waste under the RCRA. Because these contaminants contain
valuable metals, the EAF dust is recycled to recover these metals. Nucor sends all but a small fraction of the EAF dust it collects to recycling
facilities that recover the zinc, lead, chrome and other valuable metals from this dust. By recycling this material, Nucor believes it is not only
acting in a sustainable, responsible manner but it is also substantially limiting its potential for future liability under both the CERCLA and the
RCRA.
In addition to recycling EAF dust, Nucor mills beneficially reuse steel slag in road materials as a granular base, embankments,
engineered fill, highway shoulders, and hot mix asphalt pavement. The physical, chemical, mechanical and thermal properties of steel slag
provide a vital resource for construction companies and activities. We take considerable pride in our recycling efforts.
Notably in both 2019 and 2018, the U.S. Environmental Protection Agency (the “EPA”) identified Nucor as a Top 10 Parent Company
in terms of pollution source reduction activities in its assessment publication, National Analysis of Toxics Release Inventory. To illustrate
potential reduction strategies, the EPA used a Nucor facility as an example of pollution prevention. Nucor focuses on pollution prevention at
all of our facilities.
Not only does the RCRA establish standards for the management of solid and hazardous wastes, the RCRA also addresses the
environmental impact of contamination from waste disposal activities and from recycling and storage of most wastes. Periodically, past waste
disposal activities that were legal when conducted but now may pose a contamination threat are discovered. When the EPA determines
these off-site properties are contaminated, Nucor quickly evaluates such claims and, if Nucor is determined to be responsible, we do our part
to remediate our share of such issues. Nucor believes all identified liabilities under the RCRA are either currently being resolved or have
been fully resolved.
Because Nucor has historically implemented environmental practices that have resulted in the responsible disposal of waste
materials, Nucor is also not presently considered a major contributor to any major cleanups under the CERCLA for which Nucor has been
named a potentially responsible party. Nucor regularly evaluates these types of potential liabilities and, if appropriate, maintains reserves
sufficient to remediate the identified liabilities. Under the RCRA, private citizens may also bring an action against the operator of a regulated
facility for potential damages and payment of cleanup costs. Nucor believes that its system of internal evaluation and due diligence has
sufficiently identified these types of potential liabilities so that compliance with these regulations will not have a material adverse effect on our
results of operations, cash flows or financial condition beyond that already reflected in the reserves established for them.
To protect water resources, the CWA regulates water discharges and withdrawals. When applicable, Nucor maintains discharge and
water withdrawal permits at its facilities under the national pollutant discharge elimination system program of the CWA and conducts its
operations in compliance with those
11
Table of Contents
permits. Nucor also maintains permits from local governments if the facility discharges into publicly owned treatment works.
Capital expenditures at our facilities that are associated with environmental regulation compliance for 2021 and 2022 are estimated to
be less than $100 million per year.
Human Capital Resources
Culture, Organization and Compensation
We consider our teammates the most important part of Nucor and believe that our culture – and the encouragement that we provide
to our teammates to “grow the core; expand beyond; and live our culture” – provides us with a competitive advantage. Our culture’s key
principles are: Safety First, Trust, Open Communications, Teamwork, Community Stewardship and Results.
Nucor has a simple, streamlined organizational structure that allows our teammates to make quick decisions and innovate. Our
organization is also highly decentralized, with most day-to-day operating decisions made by our division general managers and their teams.
With more than 26,000 teammates, only 150 work in our principal executive offices in Charlotte, North Carolina. By empowering our
teammates, our goal is to foster an entrepreneurial mindset, along with a strong sense of personal responsibility and a culture of
accountability. This empowerment is reinforced by our compensation policies, so as to drive results and contribute to our success.
Teammate input is essential for us to maintain our culture of empowering teammates to make operational decisions. Aside from our
practice of everyday open communication, we periodically ask our teammates to formally provide feedback. Beginning in 1986, we have
asked our teammates to complete a comprehensive survey in order to gather feedback on a range of topics, including matters relating to the
effectiveness of our culture. We view the survey as an important tool we use to continually improve our company and ensure our teammates
remain engaged and satisfied. This survey is conducted every three years, the last of which was conducted in 2019. In the most recent
survey, 90% of the responses were favorable in the category of “Satisfaction & Commitment.” The overall percentage of negative responses
in the most recent survey has dropped by 25 percentage points since the survey began in 1986. Teammates of certain previously acquired
businesses – most notably DJJ and Harris, which together accounted for approximately 27% of our workforce as of December 31, 2020 –
complete comparable surveys that have also shown an improving trend over time.
Safety
One of Nucor’s core values is our teammates’ well-being and safety, and it is our goal to become the safest steel company in the
world. Our foremost responsibility is to work safely, which requires our teammates to identify unsafe conditions and activities and mitigate
these hazards. We will continue working to eliminate exposures that can lead to injury and encourage our teammates to share their ideas for
safety improvement. Two key metrics Nucor uses to measure safety are: the Injury/Illness Rate and Days Away, Restricted and Transfer
(“DART”) Case Rate.
Nucor calculates the annual Injury/Illness Rate by dividing the number of work-related injuries and illnesses by the total number of
hours worked by all Nucor teammates in a given year, and then multiplying the resulting percentage by 200,000, the equivalent of 100 full-
time employees working 40 hours per week, 50 weeks per year. In 2020, we achieved an annual Injury/Illness Rate of 1.10.
Nucor uses the DART Case Rate to assess and manage the risk of serious injury in the workplace. Nucor calculates the annual
DART Case Rate by dividing the number of cases resulting in days away from work, restricted work activity and/or job transfers by the total
number of hours worked by all Nucor teammates in a given year, and then multiplying the resulting percentage by 200,000, the equivalent of
12
Table of Contents
100 full-time employees working 40 hours per week, 50 weeks per year. In 2020, we achieved an annual DART Case Rate of 0.59.
Beginning in 1998, Nucor has used the President’s Safety Award to recognize divisions that achieve strong records of safety
performance based on objective metrics. Since 2004, the President’s Safety Award has gone to divisions and mills where the Injury/Illness
Rate and DART Case Rate are less than one-third the national average for comparable facilities. In 2020, 40 of Nucor’s mills and divisions
achieved the President’s Safety Award. Nucor also has 25 OSHA Voluntary Protection Program Sites, OSHA’s highest level of recognition.
Our Teammates
Nucor had approximately 26,400 teammates as of December 31, 2020. The vast majority of our teammates are located in the United
States, with only a small number of teammates located outside of North America. Our operations are highly automated, allowing us to take
advantage of lower employment costs while still providing our teammates with compensation that we believe is highly competitive as
compared to comparable businesses in our industry. At Nucor, we believe in “Pay-for-Performance.” Nucor teammates typically earn a
significant part of their compensation based on their productivity. Production teammates work under group incentives that provide increased
earnings for increased production. This additional incentive compensation is paid weekly in most cases. Nucor has also historically
contributed 10% of earnings before federal taxes to a profit sharing plan for the majority of teammates below the officer level. We believe
such compensation practices incentivize our workforce and reinforce our culture.
While Nucor seeks to hire qualified and talented individuals as teammates, we also believe in developing the skills of our workforce by
providing educational and on-the-job training, in addition to safety training. Further, Nucor believes it is important for senior management to
also be familiar with, and have had direct experience running, Nucor’s mills and other operational divisions. The vast majority of our
teammates are not represented by labor unions and we believe our teammate turnover is low.
At Nucor, we believe that a diversity of perspectives and background helps to facilitate the “Nucor Way” as we work to “grow the core;
expand beyond; and live our culture.” We also believe that recruiting and hiring the best talent available will continue to provide us with a
more diverse and capable workforce. In addition, Nucor has a long history of conducting our businesses in a manner consistent with high
standards of social responsibility. We have adopted a comprehensive Human Rights Policy, which operates in conjunction with many other
Nucor policies related to ethical conduct and human rights, including our Standards of Business Conduct and Ethics, Code of Ethics for
Senior Financial Professionals, Supplier Code of Conduct and Policy on Eliminating Forced Labor from our Supply Chain. We will continue
to evaluate our approach and look for opportunities to improve, so that Nucor and its stockholders benefit to the greatest extent possible from
our teammates.
Available Information
Nucor’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to these
reports, as well as proxy statements and other information, are available on our website at www.nucor.com, as soon as reasonably
practicable after Nucor files these documents electronically with, or furnishes them to, the U.S. Securities and Exchange Commission (the
“SEC”).
We use the investor relations portion of our website, www.nucor.com/investors, to distribute information, including as a means of
disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. We routinely post and
make accessible financial and other information regarding the Company on our website. Accordingly, investors should monitor the investor
relations portion of our website, in addition to our press releases, SEC filings and other public communications. Except as otherwise
expressly stated in these documents, the information contained on
13
Table of Contents
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.
Item 1A.
Risk Factors
Many of the factors that affect our business and operations involve risk and uncertainty. The factors described below are some of the
risks that could materially negatively affect our business, financial condition, results of operations and cash flows.
Industry Specific Risk Factors
Overcapacity in the global steel industry could increase the level of steel imports, which may negatively affect our business, results of
operations, financial condition and cash flows.
Recent additions of new steelmaking capacity and the decrease in steel production due to the economic impact of the COVID-19
pandemic has caused excess steelmaking capacity to grow during the last two years after several years of decline. According to the OECD,
global steel production overcapacity is projected to be approximately 776 million tons in 2020. China continues to be a significant contributor
to excess steelmaking capacity.
During periods of global economic weakness, this overcapacity is amplified because of weaker global demand for steel and steel
products. This excess capacity often results in manufacturers in certain countries exporting significant amounts of steel and steel products at
prices that are at or below their costs of production. In some countries the steel industry is subsidized or owned in whole or in part by the
government, giving imported steel from those countries certain cost advantages. These imports, which are also affected by demand in the
domestic market, international currency conversion rates, and domestic and international government actions, can result in downward
pressure on steel prices, which could materially adversely affect our business, results of operations, financial condition and cash flows.
Section 232 steel tariffs are currently keeping some dumped steel products out of the U.S. market. The U.S. government has also
been negotiating new trade agreements with many countries, including China, which may provide another opportunity to address excess
steelmaking capacity. Should these efforts be abandoned or fail to reduce the impact of global excess capacity and the Section 232 tariffs be
lifted, U.S. steelmakers would be at greater risk of having to compete against steel products dumped in the U.S. market.
Our business requires substantial capital investment and maintenance expenditures, and our capital resources may not be adequate
to provide for all of our cash requirements.
Our operations are capital intensive. For the three-year period ended December 31, 2020, our total capital expenditures were
approximately $4.04 billion. Our business also requires substantial expenditures for routine maintenance. 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 funds, short-term commercial paper issuance, offerings of our debt and equity securities or from borrowings under our
$1.50 billion unsecured revolving credit facility, we cannot guarantee that this will be the case. Additional acquisitions or unforeseen events
could require financing from additional sources.
Changes in the availability and cost of electricity and natural gas are subject to volatile market conditions that could adversely affect
our business.
Our steel mills are large consumers of electricity and natural gas. In addition, our DRI facilities are also large consumers of natural
gas. We rely upon third parties for our supply of energy resources consumed in the manufacture of our products. The prices for and
availability of electricity and natural gas are subject to volatile market conditions. These market conditions often are affected by weather,
political, regulatory and economic factors beyond our control, and we may be unable to raise the price of our products to cover increased
energy costs. Disruptions, including physical or information systems related
14
Table of Contents
issues, that impact the supply of our energy resources could temporarily impair our ability to manufacture our products for our customers.
Increases in our energy costs resulting from regulations that are not equally applicable across the entire global steel market could materially
adversely affect our business, results of operations, financial condition and cash flows.
Competition from other steel producers, imports or alternative materials may adversely affect our business.
We face strong competition from other steel producers and imports that compete with our products on price, quality and service. The
steel markets are highly competitive and a number of firms, domestic and foreign, participate in the steel, steel products and raw materials
markets. Depending on a variety of factors, including the cost and availability of raw materials, energy, technology, labor and capital costs,
currency exchange rates and government subsidies of foreign steel producers, our business may be materially adversely affected by
competitive forces.
In many applications, steel competes with other materials, such as concrete, aluminum, plastics, composites and wood. Increased
use of these materials in substitution for steel products could have a material adverse effect on prices and demand for our steel products.
Since 2011, automobile producers have begun taking steps towards complying with new Corporate Average Fuel Economy mileage
requirements for new cars and light trucks that they produce. As automobile producers work to produce vehicles in compliance with these
new standards, they may seek to reduce the amount of steel they incorporate in their vehicles or begin utilizing alternative materials in cars
and light trucks to improve fuel economy, thereby reducing their demand for steel. Certain automakers have begun to use greater amounts of
aluminum and smaller proportions of steel in some models since 2015.
Our industry is cyclical and both recessions and prolonged periods of slow economic growth could have an adverse effect on our
business.
Demand for most of our products is cyclical in nature and sensitive to general economic conditions. Our business supports cyclical
industries such as the commercial construction, energy, metals service centers, appliance and automotive industries. As a result, downturns
in the U.S. economy or any of these industries could materially adversely affect our results of operations, financial condition and cash flows.
The U.S. economy is recovering from its lows during the second quarter of 2020, but the pace of the recovery in 2021 will likely depend on
how quickly the U.S. population is vaccinated and normal activities can resume as well as government stimulus programs or infrastructure
spending. Even with this economic recovery, challenges from global production overcapacity in the steel industry and ongoing uncertainties,
both in the United States and in other regions of the world, remain.
We are unable to predict the duration of current economic conditions. Future economic downturns, prolonged slow growth or
stagnation in the economy, or a sector-specific slowdown in one of our key end-use markets, such as nonresidential construction, could
materially adversely affect our business, results of operations, financial condition and cash flows, especially in light of the capital-intensive
nature of our business.
The results of our operations are sensitive to volatility in steel prices and the cost of raw materials, particularly scrap steel.
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 steel products. The raw material required to produce DRI is
pelletized iron ore. Although we have vertically integrated our business by constructing our DRI facilities in Trinidad and Louisiana and also
by acquiring DJJ in 2008, we still must purchase most of our primary raw material, steel scrap, from numerous other sources located
throughout the United States and internationally.
15
Table of Contents
Although we believe that the supply of scrap and scrap substitutes is adequate to operate our facilities, prices of these critical raw materials
are volatile and are influenced by changes in scrap exports in response to changes in the scrap, scrap substitutes and iron ore demands of
our global competitors, as well as currency fluctuations. 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. The availability and prices of raw materials may also be negatively affected by new
laws and regulations, allocation by suppliers, interruptions in production, accidents or natural disasters, changes in exchange rates,
worldwide price fluctuations, and the availability and cost of transportation. Many countries that export steel into our markets restrict the
export of scrap, protecting the supply chain of some foreign competitors. This trade practice creates an artificial competitive advantage for
foreign producers that could limit our ability to compete in the U.S. market.
If our suppliers increase the prices of our critical raw materials, we may not have alternative sources of supply. In addition, to the
extent that we have quoted prices to our customers and accepted customer orders for our products prior to purchasing necessary raw
materials, we may be unable to raise the price of our products to cover all or part of the increased cost of the raw materials. Also, if we are
unable to obtain adequate and timely deliveries of our required raw materials, we may be unable to timely manufacture sufficient quantities of
our products. This could cause us to lose sales, incur additional costs, experience margin compressions or suffer harm to our reputation.
Our steelmaking processes, 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 regulation of these GHGs could have a material adverse
impact on our results of operations, financial condition and cash flows.
Our operations are subject to numerous federal, state and local laws and regulations relating to protection of the environment, and,
accordingly, we make provision in our financial statements for the estimated costs of compliance. There are inherent uncertainties in these
estimates. Most notably, the uncertainty of policies, enforcement priorities, legislation and regulations related to climate change mitigation
strategies pose the greatest risk.
As a carbon steel producer, Nucor could be increasingly affected both directly and indirectly if carbon policy decisions and mandates
are not properly implemented. Carbon is an essential raw material in Nucor’s steel production processes. Furthermore, Nucor steel mills
utilize EAFs for 100% of their steel melting operations and the costs associated with the decarbonization of electricity generation is a
significant concern. Significant new rulemaking or legislation could have a material adverse impact on our results of operations, financial
condition and cash flows.
Environmental regulation compliance and remediation could result in substantially increased costs and materially adversely impact
our competitive position.
We incur significant costs in meeting our environmental regulation compliance and remediation obligations. The principal federal
environmental laws include the CAA, that regulates air emissions; the CWA that regulates water withdrawals and discharges; RCRA, that
addresses solid and hazardous waste treatment, storage and disposal; and CERCLA, that governs releases of hazardous substances, and
remediation of contaminated sites. Our operations are also subject to state and local environmental laws and regulations. Capital
expenditures at our facilities that are associated with environmental regulation compliance for 2021 and 2022 are estimated to be less than
$100 million per year.
In addition to the above mentioned statutes, certain revisions to National Air Ambient Quality Standards could make it significantly
more difficult for us to obtain construction permits and permits to expand existing operations. Resulting cancellations, delays or
unanticipated costs to these projects could negatively impact our ability to generate expected returns on our investments. These regulations
can also increase our cost of energy, primarily electricity, which we use extensively in the steelmaking process. We may in the future incur
substantially increased costs complying with such regulations, particularly if federal regulatory agencies were to change their enforcement
posture with respect to such regulations.
16
Table of Contents
Emerging customer preferences for greater product transparency and less GHG intensive materials may put us at a competitive
disadvantage or reduce demand for our products.
Numerous states, including Washington, Oregon and New York, are considering establishing requirements for Environmental Product
Declarations (“EPDs”) to evaluate environmental impacts of products. California has enacted the “Buy Clean California Act” and California
has established Global Warming Potential (GWP) benchmarks through EPDs for certain materials, including certain steel
products. Currently, the federal government is considering similar legislation. EPD legislation has the potential to put domestic steel
manufacturers at a disadvantage to foreign competitors unless standardized mechanisms are used to fully evaluate products produced by
foreign steel producers.
General Risk Factors
The COVID-19 pandemic, as well as similar epidemics and public health emergencies in the future, could have a material adverse
effect on our business, results of operations, financial condition and cash flows.
Our operations expose us to risks associated with pandemics, epidemics and other public health emergencies, such as the ongoing
COVID-19 pandemic which spread from China to many other countries including the United States. In March 2020, the World Health
Organization characterized the outbreak of COVID-19 as a pandemic, and the United States declared the COVID-19 pandemic a national
emergency.
We are a company operating in a critical infrastructure industry, as defined by the U.S. Department of Homeland Security. As such,
Nucor was deemed an essential or life‐sustaining operation and, accordingly, is currently able to maintain operations sufficient to meet our
customers’ ongoing needs. In spite of our continued operations, the COVID-19 pandemic has had and may have further negative impacts on
our operations, supply chain, transportation networks and customers, which may compress our margins, including as a result of preventative
and precautionary measures that we, other businesses and governments are taking. The COVID-19 pandemic is a widespread public health
crisis that is adversely affecting the economies of many countries and caused periodic disruption to financial markets. Any resulting economic
downturn could adversely affect demand for our products and contribute to volatile supply and demand conditions affecting prices and
volumes in the markets for our products and raw materials. The progression of the COVID-19 pandemic could also negatively impact our
business or results of operations through the temporary closure of our operating facilities or those of our customers or suppliers.
In addition, the ability of our teammates and our suppliers’ and customers’ teammates to work may be significantly impacted by
individuals contracting or being exposed to COVID-19. Our customers may be directly impacted by business interruptions or weak market
conditions and may not be willing or able to fulfill their contractual obligations. Furthermore, the progression of and global response to the
COVID-19 pandemic has begun to cause and increases the risk of further delays in construction activities and equipment deliveries related to
our capital projects, including potential delays in obtaining permits from government agencies. The extent of such delays and other effects of
COVID-19 on our capital projects, certain of which are outside of our control, is unknown, but they could impact or delay the timing of
anticipated benefits on capital projects.
The extent to which COVID-19 may adversely impact our business depends on future developments, which are highly uncertain and
unpredictable, including new information concerning the severity of the pandemic, the availability of a vaccine, evolving strains of the virus,
and the effectiveness of actions globally to contain or mitigate the effects of the pandemic. The current level of uncertainty over the economic
and operational impacts of COVID-19 means the related financial impact cannot be reasonably estimated at this time.
We are subject to information technology and cyber security threats which could have an adverse effect on our business and results
of operations.
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 intellectual property and proprietary business information.
Despite efforts to assure secure and uninterrupted operations, threats from increasingly sophisticated cyber-attacks or system failures could
17
Table of Contents
result in materially adverse operational disruptions or security breaches of our systems or those of our third-party service providers. These
risks could result in disclosure or destruction of key proprietary information or personal data or reputational damage or could adversely affect
our ability to physically produce steel, resulting in lost revenues, as well as delays in reporting our financial results. We also could be required
to spend significant financial and other resources to remedy the damage caused by a security breach, including to repair or replace networks
and information technology systems. We may also contend with potential liability for stolen information, increased cybersecurity protection
costs, litigation expense and increased insurance premiums.
Our operations are subject to business interruptions and casualty losses.
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, critical equipment failures, acts of terrorism, inclement weather and transportation
interruptions. While our insurance coverage could offset a portion of the losses relating to some of those types of events, our results of
operations and cash flows could be adversely impacted to the extent that any such losses are not covered by our insurance, or that there are
significant delays in resolving our claims with our insurance providers.
We acquire businesses from time to time and we may encounter difficulties in integrating businesses we acquire.
We plan to continue to seek attractive opportunities to acquire businesses, enter into joint ventures and make other investments that
strengthen Nucor. 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. Our business, results of operations, financial
condition and cash flows could be materially adversely affected if we are unable to successfully integrate these businesses.
Risks associated with operating in international markets could adversely affect our business, financial position and results of
operations.
Certain of our businesses and investments are located outside of the United States, in Canada, Mexico and in emerging markets.
There are a number of risks inherent in doing business in such markets. 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 laws, and the Foreign Corrupt Practices Act of 1977 (FCPA). These risks could restrict our ability
to operate our international businesses profitably and therefore have a negative impact on our financial position and results of operations. In
addition, our reported results of operations and financial position could also be negatively affected by exchange rates when the activities and
balances of our foreign operations are translated into U.S. dollars for financial reporting purposes.
The accounting treatment of equity method investments, goodwill and other long-lived assets could result in future asset impairments,
which would reduce our earnings.
We periodically test our equity method investments, goodwill and other long-lived assets to determine whether their estimated fair
value is less than their value recorded on our balance sheet. The results of this testing for potential impairment may be adversely affected by
uncertain market conditions for the global steel industry, as well as changes in interest rates, commodity prices and general economic
conditions. If we determine that the fair value of any of these assets is less than the value recorded on our balance sheet, and, in the case of
equity method investments the decline is other than temporary, we would likely incur a non-cash impairment loss that would negatively
impact our results of operations.
18
Table of Contents
Tax increases and changes in tax laws and regulations or exposure to additional tax liabilities could adversely affect our financial
results.
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.
Nucor recognizes the effect of income tax positions only if those positions are believed to be more likely than not of being sustained.
We cannot predict whether taxing authorities will conduct an audit challenging any of our tax positions and there can be no assurance as to
the outcome of any challenges. If we are unsuccessful in any of these matters, we may be required to pay taxes for prior periods, interest,
fines or penalties.
We are subject to legal proceedings and legal compliance risks.
We spend substantial resources ensuring that we comply with domestic and foreign regulations, contractual obligations and other
legal standards. Notwithstanding this, we are subject to a variety of legal proceedings and legal compliance risks in respect of various issues,
including regulatory, safety, environmental, employment, transportation, intellectual property, contractual, import/export, international trade
and governmental matters that arise in the course of our business and in our industry. For information regarding our current significant legal
proceedings, see “Item 3. Legal Proceedings.” A negative outcome in an unusual or significant legal proceeding or compliance investigation
could adversely affect our financial condition and results of operations. While we believe that we have adopted appropriate risk management
and compliance programs, the nature of our operations means that legal compliance risks will continue to exist and additional legal
proceedings and other contingencies, the outcome of which cannot be predicted with certainty, will arise from time to time.
Item 1B.
Unresolved Staff Comments
None.
19
Table of Contents
Item 2.
Properties
We own all of our principal operating facilities. These facilities, by segment, are as follows:
Location
Steel mills:
Blytheville, Arkansas
Berkeley County, South Carolina
Hickman, Arkansas
Decatur, Alabama
Crawfordsville, Indiana
Norfolk, Nebraska
Hertford County, North Carolina
Plymouth, Utah
Jewett, Texas
Ghent, Kentucky
Darlington, South Carolina
Kankakee, Illinois
Memphis, Tennessee
Seattle, Washington
Tuscaloosa, Alabama
Auburn, New York
Longview, Texas
Marion, Ohio
Jackson, Mississippi
Kingman, Arizona
Sedalia, Missouri
Frostproof, Florida
Birmingham, Alabama
Wallingford, Connecticut
Steel products:
Norfolk, Nebraska
St. Joe, Indiana
Brigham City, Utah
Grapeland, Texas
Chemung, New York
Marseilles, Illinois
Florence, South Carolina
Birmingham, Alabama
Fort Payne, Alabama
Decatur, Alabama
Louisville, Kentucky
Trinity, Alabama
Eufaula, Alabama
Chicago, Illinois
Waterloo, Indiana
Approximate
square footage
of facilities
Principal products
2,980,000 Structural steel, sheet steel
2,360,000 Flat-rolled steel, structural steel
2,350,000 Flat-rolled steel
2,000,000 Flat-rolled steel
1,880,000 Flat-rolled steel
1,530,000 Steel shapes
1,350,000 Steel plate
1,220,000 Steel shapes
1,080,000 Steel shapes
1,000,000 Flat-rolled steel
980,000 Steel shapes
730,000 Steel shapes
700,000 Steel shapes
660,000 Steel shapes
590,000 Steel plate
530,000 Steel shapes
430,000 Steel plate
430,000 Steel shapes
420,000 Steel shapes
380,000 Steel shapes
350,000 Steel shapes
310,000 Steel shapes
310,000 Steel shapes
240,000 Steel shapes
1,150,000 Joists, deck, cold finished bar
1,010,000 Joists, deck, fastener
970,000 Joists, cold finished bar, building systems
810,000 Joists, deck
550,000 Joists, deck
550,000 Steel tube
540,000 Joists, deck
480,000 Steel tube
470,000 Joists, deck
470,000 Steel tube
440,000 Steel tube
380,000 Steel tube
360,000 Building systems
350,000 Steel tube
330,000 Building systems
In the steel products segment, we have 81 operating facilities, excluding the locations listed above, in 38 states with 30 operating
facilities in Canada and two in Mexico. Our subsidiary, Harris Steel Inc., also operates multiple sales offices in Canada and certain other
foreign locations. The steel products segment also includes Skyline Steel, LLC, our steel foundation distributor.
20
Table of Contents
In the raw materials segment, we have 88 operating facilities in 22 states with one operating facility in Point Lisas, Trinidad. For our
DRI facilities in Trinidad and Louisiana, a significant portion of the production process occurs outdoors. The Trinidad site, including leased
land, is approximately 1.9 million square feet. The Louisiana site has approximately 174.2 million square feet of owned land with buildings
that total approximately 72,500 square feet. DJJ has 82 operating facilities in 21 states along with multiple brokerage offices in the United
States and certain other foreign locations.
The average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments in 2020 were
approximately 82%, 71% and 67% of production capacity, respectively.
We also own our principal executive offices in Charlotte, North Carolina.
Item 3.
Legal Proceedings
Nucor Steel Louisiana, our DRI facility located in St. James Parish, Louisiana, has received a Consolidated Compliance Order and
Notice of Potential Penalty from the Office of Environmental Enforcement of the Louisiana Department of Environmental Quality (“LDEQ”)
related to emissions issues that the facility voluntarily reported to LDEQ. Nucor Steel Louisiana and LDEQ are in discussions regarding a
Consolidated Settlement Agreement with LDEQ, but no penalty has been finalized. We believe the aggregate civil penalty for these
compliance issues will not be material to Nucor.
Nucor is from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business.
With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the
amount of loss can be reasonably estimated. We do not believe that any of these proceedings, individually or in the aggregate, would be
expected to have a material adverse effect on our results of operations, financial position or cash flows. Nucor maintains liability insurance
with self-insurance limits for certain risks.
Item 4.
Mine Safety Disclosures
Not applicable.
Information About Our Executive Officers
The following is a description of the names and ages of the executive officers of the Company, indicating all positions and offices with
the Company held by each such person and each person’s principal occupation or employment during the past five years. Each executive
officer of Nucor is elected by the Board of Directors and holds office from the date of election until thereafter removed by the Board.
Allen C. Behr (47), Executive Vice President of Plate and Structural Products, was named EVP in May 2020. Mr. Behr began his
career with Nucor in 1996 as Design Engineer at Nucor Building Systems-Indiana and joined the start-up team at Nucor Building Systems-
Texas in 1999. In 2001, he became the Engineering Manager at Nucor Building Systems-South Carolina and was promoted to General
Manager in 2008. Mr. Behr became the General Manager of Vulcraft-South Carolina in 2011 and was promoted to Vice President in 2012. He
was promoted to President of the Vulcraft/Verco group in 2014 and he served as the General Manager of Nucor Steel-Texas from 2017 to
2019.
Craig A. Feldman (56), Executive Vice President of Raw Materials, was named EVP in 2018. Mr. Feldman began his career as a
Brokerage Representative for The David J. Joseph Company (“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 LLC (“WMR”), and President of WMR.
Mr. Feldman served on the operational staff of DJJ’s then-owner in the Netherlands from 2005 until his appointment in 2007 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. He served as President of DJJ from 2013 to December 2020. Mr. Feldman has announced that he will retire in
June 2021.
21
Table of Contents
James D. Frias (64), has been Chief Financial Officer, Treasurer and Executive Vice President since 2010. Prior to that, Mr. Frias was
Vice President of Finance from 2006 to 2009. Mr. Frias joined Nucor in 1991 as Controller of Nucor Building Systems-Indiana. He also
served as Controller of Nucor Steel-Indiana and as Corporate Controller. Mr. Frias joined the board of directors of Carlisle Companies
Incorporated in 2015.
Douglas J. Jellison (62), was named Executive Vice President responsible for The David J. Joseph Company and Logistics, effective
January 2021. Mr. Jellison began his Nucor career in 1990 as Materials Manager at Nucor Bearing Products and has worked in various
positions and businesses in his 30 years with Nucor, including several controller and business development roles. Mr. Jellison was promoted
to Vice President in 2004 and served as General Manager of Nucor Bearing Products, Nucor Steel Seattle, Inc. and Nucor-Yamato. He then
served as President of Nucor Tubular Products and most recently as President of Nucor’s steel piling subsidiary, Skyline Steel LLC.
Gregory J. Murphy (56), was named Executive Vice President of Business Services and General Counsel, effective January 2021. Mr.
Murphy began his Nucor career in 2015 as Vice President and General Counsel. In 2020, he assumed additional responsibilities and was
named General Counsel and Vice President of Legal, Environmental and Public Affairs. Prior to joining Nucor, Mr. Murphy was a Partner with
the law firm of Moore & Van Allen PLLC, where he was the team leader of the Litigation Practice Group and served for a decade on the firm’s
Executive Committee.
Raymond S. Napolitan, Jr. (63), Executive Vice President of Engineered Bar Products and Digital, was named EVP in 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. He was elected Vice President of Nucor in 2007. Mr. Napolitan began his Nucor career in 1996 as Engineering Manager of Nucor
Building Systems-Indiana, and later served as General Manager of Nucor Building Systems-Texas.
Daniel R. Needham (55), was named Executive Vice President of Bar and Rebar Fabrication Products, effective February 2021. Mr.
Needham began his career with Nucor in 2000 as Controller at Nucor Steel Hertford County. He subsequently served as Controller of Nucor
Steel Decatur, LLC and Nucor Steel Utah. In 2011, Mr. Needham became General Manager of Nucor Steel Connecticut, Inc. He later served
as General Manager of Nucor Steel Utah and was elected Vice President in 2016. In 2019, Mr. Needham was promoted to Vice President
and General Manager of Nucor Steel Indiana.
K. Rex Query (55), was named Executive Vice President of Sheet and Tubular Products, effective January 2021. Mr. Query joined
Nucor in 1990 as a financial analyst in the Corporate Office and subsequently served as Controller at Vulcraft South Carolina, Nucor Steel
Berkeley and Nucor Steel Hertford. After serving as General Manager and Corporate Controller, Mr. Query was elected to Vice President in
2002 and served as General Manager at Nucor Steel Auburn, Inc., Nucor Steel Decatur, LLC, Nucor Steel South Carolina and NCF as well
as President of Nucor Europe. Most recently, Mr. Query served as President of Nucor’s Vulcraft/Verco group. Mr. Query is married to the
sister of Mr. Topalian’s wife.
MaryEmily Slate (56), was named Executive Vice President of Commercial, effective January 2021. Ms. Slate was promoted to EVP
in May 2019, most recently serving as EVP of Plate, Structural and Tubular Products. Ms. Slate began her career with Nucor in 2000 as a
District Sales Manager at Nucor Steel Arkansas. She later served as Sales Manager at Nucor Steel Decatur, LLC and then as Cold Mill
Manager. In 2010, Ms. Slate was promoted to General Manager of Nucor Steel Auburn, Inc. and was elected Vice President in 2012. She
served as Vice President of Nucor Steel Arkansas from 2015 to 2019.
David A. Sumoski (54), was named Chief Operating Officer, effective January 2021. He previously served as Executive Vice
President from 2014 to 2020, most recently as EVP of Merchant and Rebar Products. He also served as General Manager of Nucor Steel
Memphis, Inc. from 2012 to 2014 and as General Manager of Nucor Steel Marion, Inc. from 2008 to 2012. Mr. Sumoski was named Vice
President in 2010. He began his career with Nucor as an electrical supervisor at Nucor Steel-Berkeley in 1995, later serving as Maintenance
Manager.
22
Table of Contents
Leon J. Topalian (52), has served as President and Chief Executive Officer since January 2020. He previously served as President
and Chief Operating Officer from September 2019 to December 2019, Executive Vice President of Beam and Plate Products from 2017 to
2019 and as Vice President of Nucor from 2013 to 2017. He began his Nucor career at Nucor Steel-Berkeley in 1996, serving as a project
engineer and then as cold mill production supervisor. Mr. Topalian was promoted to Operations Manager for Nucor’s former joint venture in
Australia and later served as Melting and Casting Manager at Nucor Steel-South Carolina. He then served as General Manager of Nucor
Steel Kankakee, Inc. from 2011 to 2014 and as General Manager of Nucor-Yamato from 2014 to 2017. Mr. Topalian is married to the sister of
Mr. Query’s wife.
D. Chad Utermark (52), Executive Vice President of Fabricated Construction Products, was named EVP in 2014. He previously
served as General Manager of Nucor-Yamato from 2011 to 2014 and as General Manager of Nucor Steel-Texas from 2008 to 2011. He was
named Vice President of Nucor in 2009. Mr. Utermark began his Nucor career as a utility operator at Nucor Steel-Arkansas in 1992,
subsequently serving as shift supervisor and Hot Mill Manager at that division as well as Roll Mill Manager at Nucor Steel-Texas.
23
Table of Contents
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is listed and traded on the New York Stock Exchange under the symbol “NUE.” As of January 31, 2021, there
were approximately 14,000 stockholders of record of our common stock.
We did not repurchase any shares under our share repurchase program during the fourth quarter of 2020.
Nucor has increased its base cash dividend every year since the Company began paying dividends in 1973. Nucor paid a total
dividend of $1.61 per share in 2020 compared with $1.60 per share in 2019. In December 2020, the Board of Directors increased the base
quarterly cash dividend on Nucor’s common stock to $0.405 per share from $0.4025 per share. In February 2021, the Board of Directors
declared Nucor’s 192nd consecutive quarterly cash dividend of $0.405 per share payable on May 11, 2021 to stockholders of record on
March 31, 2021.
See Note 16 to the Company’s consolidated financial statements for a discussion regarding securities authorized for issuance under
the Company’s stock-based compensation plans.
Stock Performance
This graphic comparison assumes the investment of $100 in each of Nucor common stock, the S&P 500 Index and the S&P 1500
Steel Group Index, all at year-end 2015. The resulting cumulative total return assumes that cash dividends were reinvested. Nucor common
stock comprised 32% of the S&P 1500 Steel Group Index at year-end 2020 (43% at year-end 2015).
24
Table of Contents
Item 6.
Selected Financial Data
Not applicable as Nucor has early adopted the amendments to Item 301 of Regulation S-K outlined in the Final Rule adopted by the
SEC on November 19, 2020.
25
Table of Contents
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations of Nucor Corporation should
be read in conjunction with the consolidated financial statements of the Company and the accompanying notes to the consolidated financial
statements.
Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this report discusses our
financial condition and results of operations as of and for the years ended December 31, 2020 and 2019. Information concerning the year
ended December 31, 2019 and a comparison of the years ended December 31, 2019 and December 31, 2018 may be found under “Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2019, filed with the SEC on February 28, 2020.
Overview
The COVID-19 pandemic began to impact Nucor’s operations in the final weeks of the first quarter of 2020. It would rapidly become
the most significant event of 2020, impacting almost all aspects of our business through the remainder of the year and into the present. Our
most important value is the health and safety of our teammates, their families and the communities where we operate. We formed several
internal task forces to closely monitor developments related to the pandemic. Our facilities around the country have taken steps to respond to
COVID-19 based on the nature of their operations and the actions being taken by their state and local governments. We have restricted
travel, upgraded the cleaning practices at our facilities and offices, implemented remote work for teammates wherever possible, and
instituted social distancing measures throughout the Company. In addition to these measures, which are still in effect to varying degrees, we
also took significant action to further strengthen our liquidity resources and financial position. These financial measures are further explained
in the “Liquidity and Capital Resources” section of this “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.” Across Nucor, we remain committed to protecting our teammates while minimizing disruptions to our customers and supply
chain.
Due to the impact of the pandemic, the U.S. economy shrank by 3.5% in 2020, compared to a growth rate of 2.2% in 2019. Despite
this, demand in several key end-use markets was surprisingly resilient in 2020, most notably in nonresidential construction and automotive,
which together account for nearly two-thirds of steel consumption. Operating rates at our steel mills for the full year 2020 decreased to 82%
as compared to 84% for the full year 2019. Industry-wide, the U.S. capacity utilization rate was 68% for 2020, down from 80% in 2019.
Economic conditions improved in the second half of 2020 and we are optimistic about market conditions heading into 2021. We
expect the nonresidential construction and automotive markets to remain strong. We hope to see improvement in markets like heavy duty
trucks, heavy equipment and agriculture that were down in 2020. We anticipate the recovery in oil and gas markets to be slow, but Nucor has
seen increased sales into the renewable energy market.
The Section 232 steel tariffs continued to be effective in keeping unfairly traded imports out of the U.S. market. For the full year 2020,
finished steel imports were down approximately 23% from the previous year and accounted for approximately 18% of U.S. market share.
Our Challenges and Risks
Sales of many of our products are largely dependent upon capital spending in the nonresidential construction markets in the United
States, including in the industrial and commercial sectors, as well as capital spending on infrastructure that is publicly funded, such as
bridges, schools, prisons and hospitals. While there has been no federal infrastructure bill in recent years, many states have passed bills
funding infrastructure improvements.
26
Table of Contents
While the Section 232 tariffs are having their intended impact by keeping unfairly traded imports out of the U.S. market, global
steel production overcapacity continues to be a long-term challenge. Steel production in China rose in 2020, going from approximately 1.10
billion tons in 2019 to approximately 1.16 billion tons in 2020 – an increase of 5.5%. As a result, China’s share of global crude steel
production rose from 53.3% in 2019 to 56.6% in 2020. The OECD projects that global excess steel production capacity was approximately
776 million tons in 2020, up from 624 million tons at the end of 2019, which was itself up significantly from the prior year.
A major uncertainty we continue to face in our business is the price of our principal raw material, ferrous scrap, which is volatile and
often increases or decreases rapidly in response to changes in domestic demand, unanticipated events that affect the flow of scrap into
scrap yards, the availability of scrap substitutes, currency fluctuations and changes in foreign demand for scrap. In periods of rapidly
increasing raw material prices in the industry, which are often also associated with periods of strong or rapidly improving steel market
conditions, being able to increase our prices for the products we sell quickly enough to offset increases in the prices we pay for ferrous scrap
is challenging but critical to maintaining our profitability. We attempt to mitigate the scrap price risk by managing scrap inventory levels at the
steel mills to match the anticipated demand over the next several weeks. Certain scrap substitutes, including pig iron, have longer lead times
for delivery than scrap, which can make this inventory management strategy difficult to achieve. Continued successful implementation of our
raw material strategy, including key investments in DRI production, coupled with the scrap brokerage and processing services performed by
our team at DJJ, give us greater control over our metallic inputs and thus also helps us to mitigate this risk.
During periods of stronger or improving steel market conditions, we are more likely to be able to pass through to our customers,
relatively quickly, the increased costs of ferrous scrap and scrap substitutes, protecting our gross margins from significant erosion. During
weaker or rapidly deteriorating steel market conditions, weak steel demand, low industry utilization rates and the impact of imports create an
even more intensified competitive environment and increased pricing pressure. All of those factors, to some degree, impact pricing, which
increases the likelihood that Nucor will experience lower gross margins.
Although the majority of our steel sales are to spot market customers in North America who place their orders each month based on
their business needs and our pricing competitiveness compared to both domestic and global producers and trading companies, we also sell
contract tons, most notably in our sheet operations. Approximately 70% of our sheet sales were to contract customers in 2020 (75% in 2019),
with the balance being sold in the spot market at the prevailing prices at the time of sale. Steel contract sales outside of our sheet operations
are not significant. The amount of tons sold to contract customers at any given time depends on the overall market conditions at the time,
how the end-use customers see the market moving forward and the strategy that Nucor management believes is appropriate to the upcoming
period.
Nucor management considerations include maintaining an appropriate balance of spot and contract tons based on market projections
and appropriately supporting our diversified customer base. The percentage of tons that is placed under contract also depends on the overall
market dynamics and customer negotiations. In years of strengthening demand, we typically see an increase in the percentage of sheet
sales sold under contract as our customers have an expectation that transaction prices will rapidly rise, and available capacity will quickly be
sold out. To mitigate this risk, customers prefer to enter into contracts in order to obtain committed volumes of supply from the mills. The vast
majority of our contracts include a method of adjusting prices on a periodic basis to reflect changes in the market pricing for steel and/or
scrap. Market indices for steel generally trend with scrap pricing changes, but, during periods of steel market weakness, the more intensified
competitive steel market environment can cause the sales price indices to decrease resulting in reduced gross margins and profitability.
Furthermore, since the selling price adjustments are not immediate, there will always be a timing difference between changes in the prices
we pay for raw materials and the adjustments we make to our contract selling prices. Generally, in periods of increasing scrap prices, we
experience a short-term margin contraction on
27
Table of Contents
contract tons. Conversely, in periods of decreasing scrap prices, we typically experience a short-term margin expansion. Contract sales
typically have terms ranging from six to 12 months.
Our Strengths and Opportunities
We are North America’s most diversified steel producer. As a result, our short-term performance is not tied to any one market. We
have numerous, large, strategic capital projects at various stages of progress that we believe will help us further diversify our product
offerings and expand the markets that we serve. We expect these investments to grow our long-term earnings power by increasing our
channels to market, expanding our product portfolio into higher value-added offerings that are less vulnerable to imports, improving our cost
structure and further building upon our market leadership positions.
We believe that Nucor’s raw material supply chain is another important strength. Our investment in DRI production facilities and scrap
brokerage and processing businesses provides Nucor with significant flexibility in optimizing our raw materials costs. Additionally, having a
significant portion of our raw materials supply under our control reduces risk associated with the global sourcing of raw materials, particularly
since a considerable portion of scrap substitutes comes from regions of the world that historically have experienced greater political turmoil.
Our highly variable, low-cost structure, combined with our financial strength and liquidity, has allowed us to successfully navigate
cyclical, severely depressed steel industry market conditions in the past. In such times, our incentive-based pay system reduces our payroll
costs, both hourly and salary, which helps to offset lower selling prices. Our pay-for-performance system that is closely tied to our levels of
production also allows us to keep our highly experienced workforce intact and to continue operating our facilities when some of our
competitors with greater fixed costs are forced to shut down some of their facilities. Because we use EAFs to produce our steel, we can
easily vary our production levels to match short-term changes in demand, unlike our blast furnace-based integrated competitors. We believe
these strengths also provide us further opportunities to gain market share during such times.
Evaluating Our Operating Performance
We report our results of operations in three segments: steel mills, steel products and raw materials. Most of the steel we produce in
our mills is sold to outside customers (80% in both 2020 and 2019), but a significant percentage is used internally by many of the facilities in
our steel products segment (20% in both 2020 and 2019).
We begin measuring our performance by comparing our net sales, both in total and by individual segment, during a reporting period
with our net sales in the corresponding period in the prior year. In doing so, we focus on changes in and the reasons for such changes in the
two key variables that have the greatest influence on our net sales: average sales price per ton during the period and total tons shipped to
outside customers.
We also focus on both dollar and percentage changes in gross margins, which are key drivers of our profitability, and the reasons for
such changes. There are many factors from period to period that can affect our gross margins. One consistent area of focus for us is
changes in “metal margins,” which is the difference between the selling price of steel and the cost of scrap and scrap substitutes. Increases
or decreases in the cost of scrap and scrap substitutes that are not offset by changes in the selling price of steel can quickly compress or
expand our margins and reduce or increase our profitability.
Changes in marketing, administrative and other expenses, particularly profit sharing and other variable incentive-based payment
costs, can have a material effect on our results of operations for a reporting period as well. These costs vary significantly from period to
period as they are based upon changes in our pre-tax earnings and other profitability metrics that are a reflection of our pay-for-performance
system that is closely tied to our levels of production.
28
Table of Contents
Evaluating Our Financial Condition
We evaluate our financial condition each reporting period by focusing primarily on the amounts of and reasons for changes in cash
provided by operating activities, our current ratio, the turnover rate of our accounts receivable and inventories, the amounts of and reasons
for changes in cash used in or provided by investing activities (including projected capital expenditures) and financing activities and our cash
and cash equivalents and short-term investments position at period end. We believe that our conservative financial practices have served us
well in the past and are serving us well today. As a result, our financial position remains strong.
Comparison of 2020 to 2019
Results of Operations
Nucor reported consolidated net earnings of $2.36 per diluted share in 2020 and $4.14 per diluted share in 2019. The COVID-19
pandemic and the impacts it had on the domestic economy were the primary factor driving the decrease in earnings in 2020 as compared to
2019.
In 2019, the steel mills segment’s profitability peaked in the first quarter and experienced a downward trend for the remainder of the
year primarily due to inventory destocking. The first quarter of 2020 was off to a promising start for the steel mills segment, building off of the
momentum of price increases announced in the fourth quarter of 2019 and a strong quarterly utilization rate of 89%. The first quarter of 2020
ended with the rapidly intensifying impact of the COVID-19 pandemic beginning to impact our business late in the quarter. We also
determined a triggering event occurred related to our equity method investment located in Italy, Duferdofin Nucor S.r.l. (“Duferdofin Nucor”),
that would result in us reserving a note receivable and a significant impairment charge in the first quarter of 2020. We ultimately exited our
investment in Duferdofin Nucor prior to the end of the year. Total losses and impairments of assets related to Duferdofin Nucor that were
included in the steel mills segment earnings were approximately $483.5 million in 2020. We also recorded additional impairment charges in
the fourth quarter of 2020 related to certain inventory and long-lived assets of $103.2 million that were primarily related to our Castrip sheet
operations.
The steel mills segment performance bottomed in the second quarter of 2020 but had an upward trajectory for the remainder of the
year. Our steel mills segment is expected to have a very strong first quarter of 2021 due to increases in steel selling prices and strengthening
market conditions at the end of 2020.
Nonresidential construction market conditions were strong in 2019 and 2020.The resiliency of nonresidential construction markets
during the COVID-19 pandemic paved the way for our steel products segment to have record profitability in 2020, surpassing the previous
record set in 2019. Many of our business units in this segment performed at record or near-record levels, with our rebar fabrication and
tubular products businesses driving the year-over-year increase for the segment. In addition to the strength of nonresidential construction
markets over the last two years, the steel products segment continues to benefit from the lasting effects of changes in business strategy and
efficiency initiatives that have significantly improved the performance of our rebar fabrication operations and metal buildings business.
The raw materials segment’s profitability in 2020 increased from 2019 primarily due to the improved performance of our DRI facilities.
Our DRI facility in Louisiana experienced a planned 70-day outage in 2019 to enhance operational reliability, and the facility set new records
for production, shipping and operating hours in 2020. Low average selling prices and higher iron ore costs have caused the DRI facilities to
have combined operating losses in 2020 and 2019. However, selling prices for raw materials increased dramatically in the fourth quarter of
2020 and we expect strong performance for the raw materials segment in the first quarter of 2021.
The raw materials segment incurred non-cash impairment charges of $27.0 million and $35.0 million in 2020 and 2019, respectively.
The 2020 charges related to our leasehold interest in unproved oil and gas properties and the 2019 charges related to our proved oil and gas
properties. Refer to “Critical Accounting Policies and Estimates” for further discussion of these charges.
29
Table of Contents
Nucor’s income tax provision in 2020 benefited from several notable items that are not included in segment reporting. Of note, the
2020 tax provision benefited from $201.9 million related to certain tax deductions claimed related to our now exited investment in Duferdofin
Nucor, $39.7 million related to certain state tax credits and $48.2 million related to the anticipated carryback of a 2020 tax net operating loss
under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).
The following discussion will provide greater quantitative and qualitative analysis of Nucor’s performance in 2020 as compared to
2019.
Net Sales
Net sales to external customers by segment for 2020 and 2019 were as follows (in thousands):
Steel mills
Steel products
Raw materials
Total net sales to external customers
Year Ended December 31,
2019
2020
$12,109,307
6,623,068
1,407,283
$20,139,658
$13,933,950
6,990,064
1,664,844
$22,588,858
% Change
-13%
-5%
-15%
-11%
Net sales for 2020 decreased 11% from the prior year. Average sales price per ton decreased 7% from $851 in 2019 to $789 in 2020.
Total tons shipped to outside customers decreased 4% from 26,532,000 tons in 2019 to 25,519,000 in 2020.
In the steel mills segment, sales tons were as follows (in thousands):
Outside steel shipments
Inside steel shipments
Total steel shipments
Year Ended December 31,
2019
2020
% Change
18,049
4,637
22,686
18,585
4,771
23,356
-3%
-3%
-3%
Net sales for the steel mills segment decreased 13% in 2020 from the prior year due to a 10% decrease in the average sales price
per ton, from $748 in 2019 to $671 in 2020, as well as a 3% decrease in total tons shipped to outside customers.
Outside sales tonnage for the steel products segment was as follows (in thousands):
Joist sales
Deck sales
Cold finished sales
Rebar fabrication sales
Piling products sales
Tubular products sales
Other steel products sales
Total steel products sales
Year Ended December 31,
2019
2020
% Change
557
496
406
1,232
649
1,080
374
4,794
499
495
498
1,223
638
1,053
408
4,814
12%
—
-18%
1%
2%
3%
-8%
—
Net sales for the steel products segment decreased 5% in 2020 from the prior year due to a 5% decrease in average sales price per
ton.
Net sales for the raw materials segment decreased 15% in 2020 from the prior year primarily due to decreased average selling prices
at DJJ’s brokerage operations and decreased volumes at DJJ’s scrap processing operations and brokerage operations. In 2020,
approximately 88% of outside sales for the raw
30
Table of Contents
materials segment were from the brokerage operations of DJJ, and approximately 9% of outside sales were from the scrap processing
operations of DJJ (90% and 9%, respectively, in 2019).
Gross Margins
In 2020, Nucor recorded gross margins of $2.23 billion (11%) which was a decrease from $2.68 billion (12%) in 2019:
•
•
•
•
The primary driver for the decrease in gross margin in 2020 as compared to 2019 was decreased metal margins in the steel
mills segment. Metal margin is the difference between the selling price of steel and the cost of scrap and scrap substitutes. The
average scrap and scrap substitute cost per gross ton used decreased 8% from $314 in 2019 to $290 in 2019. Despite the
decrease in average scrap and scrap substitute cost per gross ton used, metal margin in the steel mills segment decreased due
to lower average selling prices across all steel mill businesses.
Scrap prices are driven by the global supply and demand for scrap and other iron-based raw materials used to make steel.
Scrap prices decreased during most of 2020 but began to rapidly increase late in the year. As we enter 2021, we see downward
pressure on scrap prices in the near term that we believe is likely to stabilize and follow a more typical seasonal pattern during
the remainder of the year.
Pre-operating and start-up costs of new facilities decreased to approximately $101 million in 2020 as compared to approximately
$103 million in 2019. Pre-operating and start-up costs in 2020 primarily related to the bar mills being built in Missouri and
Florida, the plate mill being built in Kentucky, the sheet mill expansion in Kentucky and the merchant bar quality mill expansion
at our bar mill in Illinois. In 2019, pre-operating and start-up costs primarily related to the bar mills being built in Missouri and
Florida, the expansion at our sheet mill in Kentucky and the upgrades at our Louisiana DRI facility. Nucor defines pre-operating
and start-up costs, all of which are expensed, as the losses attributable to facilities or major projects that are either under
construction or in the early stages of operation. Once these facilities or projects have attained a utilization rate that is consistent
with our similar operating facilities, they are no longer considered by Nucor to be in start-up.
Gross margins in the steel products segment for 2020 increased as compared to 2019 primarily due to the increased profitability
of our rebar fabrication and tubular products businesses which were partially offset by the decreased profitability of our building
systems and cold finish operations.
Gross margins in the raw materials segment for 2020 increased as compared to 2019 primarily due to the improved
performance of our DRI facilities that resulted in lower losses.
Gross margins related to DJJ’s brokerage operations decreased in 2020 as compared to 2019 due to margin compression and
decreased volumes. Gross margins for DJJ’s scrap processing operations slightly increased in 2020.
Marketing, Administrative and Other Expenses
A major component of marketing, administrative and other expenses is profit sharing and other incentive compensation costs. These
costs, which are based upon and fluctuate with Nucor’s financial performance, decreased from 2019 to 2020 due to our decreased
profitability in 2020. In 2020, profit sharing costs consisted of $86.6 million of contributions, including the Company’s matching contribution,
made to the Company’s Profit Sharing and Retirement Savings Plan for qualified employees ($181.4 million in 2019). Other employee bonus
costs also fluctuate based on Nucor’s achievement of certain financial performance goals, including achieving record earnings, and
comparisons of Nucor’s financial performance to peers in the steel industry and other companies. Stock-based compensation included in
marketing, administrative and other expenses decreased by 21% to $29.2 million in 2020 compared with $36.9 million in 2019 and includes
costs associated with vesting of stock awards granted in prior years.
Included in marketing, administrative and other expenses in 2020 was $18.2 million of restructuring charges related to the
realignment of Nucor’s metal buildings business in the steel products segment.
31
Table of Contents
Included in marketing, administrative and other expenses in 2019 was a benefit of $33.7 million related to the gain on the sale of an equity
method investment in the raw materials segment.
Equity in Losses (Earnings) of Unconsolidated Affiliates
Equity method investment losses and (earnings) were $10.5 million in 2020 and $(3.3) million in 2019. The decrease in equity method
investment earnings from 2019 to 2020 was primarily due to the decreased results of Nucor-JFE and NuMit.
Losses and Impairments of Assets
During the fourth quarter of 2019, Nucor performed an impairment analysis of its three fields of proved producing natural gas well
assets and determined that the carrying amount of one of the fields of wells exceeded its fair value and the impairment condition was
considered to be other than temporary. This field of wells was not impaired as a result of the analysis performed in 2018. Nucor recorded a
$35.0 million non-cash impairment charge against this field of wells, driven primarily by estimated lease operating costs that were higher than
the estimates used in the 2018 analysis. These charges were included in the raw materials segment. See Note 7 to the Company’s
consolidated financial statements for additional information.
Nucor recorded additional impairment charges in 2019 of $20.0 million related to certain property, plant and equipment in the steel
mills segment, and $11.9 million related to the write-down of certain intangible assets in the steel products segment.
In 2020, Nucor recorded losses on assets of $483.5 million related to our equity method investment in Duferdofin Nucor. Nucor also
recorded impairment charges in 2020 of $103.2 million related to certain inventory and long-lived assets in the steel mills segment, and $27.0
million related to the write-down of our unproved natural gas well assets included in the raw materials segment.
Interest Expense (Income)
Net interest expense is detailed below (in thousands):
Interest expense
Interest income
Interest expense, net
Year Ended December 31,
2020
2019
$
$
166,613 $
(13,415)
153,198 $
157,358
(35,933)
121,425
Interest expense increased in 2020 compared to 2019 due to a higher average outstanding debt balance. Interest income decreased
in 2020 compared to 2019 due to significantly lower average interest rates on investments.
Earnings (Loss) Before Income Taxes and Noncontrolling Interests
The following table presents earnings (loss) before income taxes and noncontrolling interests by segment for the years ended
December 31, 2020 and 2019 (in thousands). The change between periods were driven by the quantitative and qualitative factors previously
discussed.
Steel mills
Steel products
Raw materials
Corporate/eliminations
Earnings before income taxes and noncontrolling interests
32
Year Ended December 31,
2020
2019
720,151 $
690,547
23,621
(598,781)
835,538 $
1,790,694
511,145
(28,244)
(490,788)
1,782,807
$
$
Table of Contents
Noncontrolling Interests
Noncontrolling interests represent the income attributable to the noncontrolling partners of Nucor’s joint ventures, primarily Nucor–
Yamato, of which Nucor owns 51%. The 15% increase in earnings attributable to noncontrolling interests in 2020 as compared to 2019 was
primarily due to the increased earnings of Nucor–Yamato. Under the Nucor–Yamato limited partnership agreement, the minimum amount of
cash to be distributed each year to the partners is the amount needed by each partner to pay applicable U.S. federal and state income taxes.
In 2020, the amount of cash distributed to noncontrolling interest holders exceeded the earnings attributable to noncontrolling interests based
on mutual agreement of the general partners; however, the cumulative amount of cash distributed to partners was less than the cumulative
net earnings of the partnership.
Provision for Income Taxes
The Company’s effective tax rate in 2020 was -0.06% compared with 23.1% in 2019. The decrease in the effective tax rate was
primarily due to a net tax benefit of $201.9 million (-24.16%) for a tax loss on our investment in Duferdofin Nucor, a net tax benefit of $45.2
million (-5.41%) for state tax credits, and a federal tax benefit of $48.2 million (-5.77%) for the carryback of a federal tax net operating loss
(an “NOL”) under the CARES Act. These benefits were all recognized in 2020 and were somewhat offset by the rate impact (11.2%) of
financial statement impairments of $445.6 million which did not affect the provision for income taxes. The CARES Act allows for an NOL
generated in 2020 to be carried back to taxable years where the federal income tax rate was 35%. The difference in the tax rate in 2020 and
tax years before the enactment of the Tax Cuts and Jobs Act of 2017 is the main driver of the federal tax NOL benefit in 2020, but this is
somewhat offset by the partial loss of the domestic manufacturing deduction in the carryback year.
Nucor has concluded U.S. federal income tax matters for tax years through 2014 and for tax year 2016. The tax years 2015 and 2017
through 2019 remain open to examination by the Internal Revenue Service. The 2015 Canadian income tax returns for Harris Steel Group
Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 2014 through 2019 remain
open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada and other state and local jurisdictions).
Net Earnings and Return on Equity
Nucor reported net earnings of $721.5 million, or $2.36 per diluted share, in 2020, compared to net earnings of $1.27 billion, or $4.14
per diluted share, in 2019. Net earnings attributable to Nucor stockholders as a percentage of net sales were 3.6% and 5.6% in 2020 and
2019, respectively. Return on average stockholders’ equity was 6.8% and 12.6% in 2020 and 2019, respectively.
Liquidity and Capital Resources
As a result of the COVID-19 pandemic and the significant uncertainty it had on Nucor and our stakeholders, we instituted enterprise-
wide efforts to enhance our liquidity and support our teammates, which include, among other things:
•
•
Capital Expenditures – We began the year with a capital expenditures budget of $2.00 billion. We reviewed our capital
expenditures budget and decided to delay certain capital projects that had not begun, briefly paused a few of our larger
projects and continued with certain projects that were either close to completion or where work had been scheduled. As a
result, our total capital expenditures in 2020 was $1.54 billion. Our 2021 capital expenditures estimate is approximately
$2.00 billion.
Working Capital – Our net working capital position has contracted to provide a source of incremental liquidity while
business activity has slowed. In addition, we are maintaining reduced raw material inventory levels in line with our
anticipated near-term production requirements, a change we believe is sustainable and intend to maintain throughout
2021.
33
Table of Contents
•
Pay & Benefits – Almost all of our compensation plans are heavily weighted toward incentive compensation which rewards
productivity and profitability. We implemented a temporary compensation floor for production and non-production hourly
teammates and committed to offering at least their normal benefits during the crisis. Nucor’s executive compensation
program intentionally sets base salaries below the market median for similar size industrial and materials companies. With
lower profitability in 2020 as compared to the prior year, our executive leadership incurred a reduction in earned incentive
compensation on an absolute dollar and percentage basis compared to compensation attributable to 2019 performance.
Nucor’s cash and cash equivalents, short-term investments and restricted cash and cash equivalents position remained strong at
$3.16 billion at December 31, 2020, compared with $1.83 billion as of December 31, 2019. Approximately $316.0 million and $354.4 million
of the cash and cash equivalents position at December 31, 2020 and 2019, respectively, was held by our majority-owned joint ventures. Cash
flows provided by operating activities provide us with a significant source of liquidity. When needed, we have external short-term financing
sources available, including the issuance of commercial paper and borrowings under our bank credit facilities.
We also issue long-term debt securities from time to time. To further enhance our liquidity, Nucor took advantage of attractive market
conditions during the second quarter of 2020 to issue low coupon debt in the form of long-term notes. In May, Nucor issued $500.0 million of
2.000% Notes due 2025 and $500.0 million of 2.700% Notes due 2030. Additionally, in July, Nucor became an obligor with respect to $162.6
million in 40-year variable-rate Green Bonds to partially fund the capital costs associated with the construction of our plate mill located in
Brandenburg, Kentucky. Proceeds of the Green Bonds are held on Nucor’s balance sheet as restricted cash and cash equivalents until they
are utilized in connection with the construction of the plate mill in Brandenburg, Kentucky.
In December 2020, Nucor exchanged $106.7 million of its 6.400% Notes due 2037, $161.9 million of its 5.200% Notes due 2043 and
$170.8 million of its 4.400% Notes due 2048 with holders of the existing notes for $439.3 million of its 2.979% Notes due 2055 and a cash
component of $180.3 million. This exchange transaction has been accounted for as a modification and, as such, the cash component of
$180.3 million has been capitalized as a reduction of long-term debt and is being amortized into interest expense over the life of the new
notes.
Nucor’s $1.50 billion revolving credit facility is undrawn and was amended and restated in April 2018 to extend the maturity date to
April 2023. We believe our financial strength is a key strategic advantage among domestic steel producers, particularly during recessionary
business cycles. We carry the highest credit ratings of any steel producer headquartered in North America, with an A- long-term rating from
Standard and Poor’s and a Baa1 long-term rating from Moody’s. Our credit ratings are dependent, however, upon a number of factors, both
qualitative and quantitative, and are subject to change at any time. The disclosure of our credit ratings is made in order to enhance investors’
understanding of our sources of liquidity and the impact of our credit ratings on our cost of funds. Based upon the preceding factors, we
expect to continue to have adequate access to the capital markets at a reasonable cost of funds for liquidity purposes when needed.
Selected Measures of Liquidity and Capital Resources
Cash and cash equivalents
Short-term investments
Restriced cash and cash equivalents
Working capital
Current ratio
$
(Dollars in thousands)
December 31,
2020
2019
2,639,671 $
408,004
115,258
6,860,802
3.6
1,534,605
300,040
—
5,762,596
3.3
The current ratio, which is calculated by dividing current assets by current liabilities, was 3.6 at year-end 2020 compared with 3.3 at
year-end 2019. The current ratio was positively impacted by the 66% increase in cash and cash equivalents and short-term investments. The
increase in cash and cash equivalents and short-term investments was a result of the issuance of $500.0 million of 2.000% Notes
34
Table of Contents
due 2025 and $500.0 million of 2.700% Notes due 2030 and robust cash provided by operations during 2020.
In 2020, total accounts receivable turned approximately every six weeks and inventories turned approximately every 11 weeks. These
ratios compare with accounts receivable turnover of approximately every five weeks and inventory turnover of approximately every 11 weeks
in 2019.
Funds provided by operations, cash and cash equivalents, short-term investments, restricted cash and cash equivalents and new
borrowings under existing credit facilities are expected to be adequate to meet future capital expenditure and working capital requirements
for existing operations for at least the next 24 months. Additionally, Nucor has no significant debt maturities until September 2022.
Off-Balance Sheet Arrangements
We have a simple capital structure with no off-balance sheet arrangements or relationships with unconsolidated special purpose
entities that we believe could have a material impact on our financial condition or liquidity.
Capital Allocation Strategy
We believe that our conservative financial practices have served us well in the past and are serving us well today. Nucor’s financial
strength allows for a consistent, balanced approach to capital allocation throughout the business cycle. Nucor’s highest capital allocation
priority is to reinvest in our business to ensure our continued profitable growth over the long term. We have historically done this by investing
to optimize our existing operations, initiate greenfield expansions and make acquisitions. Our second priority is to return capital to our
stockholders through cash dividends and share repurchases. We intend to return a minimum of 40% of our net earnings to our stockholders,
while maintaining a debt-to-capital ratio that supports a strong investment grade credit rating. The Company repurchased $39.5 million of
shares of its common stock in 2020 ($298.5 million in 2019 and $854.0 million in 2018).
Operating Activities
Cash provided by operating activities was $2.70 billion in 2020 as compared to $2.81 billion in 2019. Net earnings declined by $534.9
million over the prior year, which included $613.6 million of non-cash losses and impairments of assets related to our equity method
investment in Duferdofin Nucor, impairment of certain inventory and long-lived assets in the steel mills segment and a write-down of our
unproved natural gas well assets in the raw materials segment ($66.9 million of non-cash losses and impairments of assets in 2019).
Additionally, the decrease in cash provided by operating activities was driven by the $209.3 million reduction of cash provided by operating
assets and operating liabilities. Changes in operating assets and operating liabilities (exclusive of acquisitions and dispositions) provided
cash of $204.0 million in 2020 as compared to $413.3 million in 2019. The funding of working capital increased in 2020 over the prior year
mainly due to increases in accounts receivable and a more moderate decrease in inventory from year-end 2019 to the end of 2020 as
compared to the same prior year period, offset by an increase in accounts payable and a more moderate cash outflow related to salaries,
wages and related accruals. Accounts receivable at the end of 2020 increased from prior year-end due to a 2.5% increase in composite sales
price. From year-end 2019 to year-end 2020, inventories decreased by $273.0 million due to a 13% decrease in inventory tons, as compared
to inventories decreasing by $711.4 million due to a 22% decline in average scrap and scrap substitutes cost per ton in inventory and a 9%
decline in total inventory tons on hand in the prior year period. Inventory tons reduction, especially scrap, was a particular focus due to
uncertainty from the COVID-19 pandemic beginning in the second quarter of 2020, and our investment in inventory at the end of 2020
continued to decline from prior quarter-end levels. Accounts payable increased due to the increase in average scrap and scrap substitute
cost per ton mentioned previously. Finally, the decrease in cash used to fund salaries, wages and related accruals in 2020 as compared to
2019 was due to the timing of incentive compensation payments and lower current year profit sharing accruals due to the decreased
profitability of the Company. The 2019 payments were based on Nucor’s financial performance in 2018, which was a record earnings year.
35
Table of Contents
Investing Activities
Our business is capital intensive; therefore, cash used in investing activities primarily represents capital expenditures for new
facilities, the expansion and upgrading of existing facilities and the acquisition of other companies. Cash used in investing activities in 2020
was $1.76 billion as compared to $1.79 billion in 2019. Cash used for capital expenditures was relatively flat from the prior year, $1.54 billion
in 2020 as opposed to $1.48 billion in 2019. The primary drivers of capital expenditures were related to the sheet mill expansion at Nucor
Steel Gallatin, the flex galvanizing line at Nucor Steel Arkansas, the new micro mill greenfield expansion in Frostproof, Florida, and the new
plate mill in Brandenburg, Kentucky. Also impacting cash used in investing activities in 2020 was the purchase of $488.5 million of
investments, as opposed to $367.7 million in the prior year. These purchases were partially offset by proceeds from the sale of investments
of $392.2 million in 2020 and $67.7 million in 2019. Additionally, 2019 benefited from cash provided by the divestiture of an affiliate of $67.6
million related to the sale of an equity method investment.
Financing Activities
Cash provided by financing activities during 2020 was $285.9 million as compared to cash used in financing activities of $880.4
million in 2019. The majority of this change related to the debt issuance discussed previously, as well as Nucor becoming an obligor with
respect to $162.6 million in 40-year variable rate Green Bonds to partially fund the capital costs associated with the construction of our plate
mill located in Brandenburg, Kentucky. There were also approximately $39.5 million of stock repurchases in 2020, all in the first quarter, as
compared to $298.5 million in 2019. In addition, in the fourth quarter of 2020, $180.4 million of cash was used for payment of premiums on
the debt exchange where Nucor issued $439.2 million of its new 2.979% Notes due 2055 in exchange for certain of its existing notes. Finally,
in the first quarter of 2020, one of the remarketing agents for Nucor’s industrial development revenue bonds (“IDRBs”) put a portion of two
bonds to us, resulting in repayment of $32.0 million in long-term debt. We subsequently remarketed the bonds and received $32.0 million in
proceeds. Nucor’s IDRBs are variable-rate, tax-exempt bonds which have interest rates that reset on a weekly basis through an ongoing
remarketing process. We expect our bonds to be successfully placed with investors at the market driven rates in the future. However, there
have been times in severe economic downturns, as was the case during the first quarter of 2020 as a result of the economic impacts of
COVID-19, that a remarketing agent is unable to remarket Nucor’s bonds successfully and is unwilling to temporarily hold the bonds. In that
situation, which has been rare in our experience, it is possible that the bonds could be put back to us in the future. In this instance during the
first quarter of 2020, the IDRBs were remarketed successfully in a short period of time. However, in the event of a prolonged failed
remarketing, we have, among other options, availability under our $1.50 billion revolving credit facility to repurchase the IDRBs until they are
remarketed successfully. In general, Nucor has the ability and intent to refinance the IDRB debt on a long-term basis, therefore we classify
the IDRBs as a long-term liability. The remaining $65.2 million of debt that was repaid during 2020 was related to a different tranche of
Nucor’s IDRBs that was repurchased as part of our investment strategy and the payoff of a series of IDRBs that matured during the third
quarter.
Our undrawn revolving credit facility includes only one financial covenant, which is a limit of 60% on the ratio of funded debt to total
capitalization. In addition, the undrawn revolving credit facility contains customary non-financial covenants, including a limit on Nucor’s ability
to pledge the Company’s assets and a limit on consolidations, mergers and sales of assets. Our funded debt to total capital ratio was 32% at
the end of 2020 and 29% at the end of 2019, and we were in compliance with all other covenants under our undrawn revolving credit facility
at the end of 2020.
Market Risk
Nucor’s largest exposure to market risk is in our steel mills and steel products segments. Our utilization rates for the steel mills and
steel products facilities for the fourth quarter of 2020 were 87% and 71%, respectively. A significant portion of our steel mills and steel
products segments’ sales are into the commercial, industrial and municipal construction markets. Our largest single customer in 2020
represented less than 5% of sales and consistently pays within terms. In the raw materials segment, we are exposed to price fluctuations
related to the purchase of scrap steel, pig iron and iron ore. Our exposure to market risk is mitigated by the fact that our steel mills use a
significant portion of the products of this segment.
36
Table of Contents
Nucor’s tax-exempt IDRBs have variable interest rates that are adjusted weekly. These IDRBs represented 22% of Nucor’s long-term
debt outstanding at December 31, 2020. The remaining 78% of Nucor’s long-term debt is at fixed rates. Future changes in interest rates are
not expected to significantly impact earnings. From time to time, Nucor makes use of interest rate swaps to manage interest rate risk. As of
December 31, 2020, there were no such contracts outstanding. Nucor’s investment practice is to invest in securities that are highly liquid with
short maturities. As a result, we do not expect changes in interest rates to have a significant impact on the value of our investment securities
recorded as short-term investments.
Nucor also uses derivative financial instruments from time to time to partially manage its exposure to price risk related to purchases of
natural gas used in the production process, as well as scrap, copper and aluminum purchased for resale to its customers. In addition, Nucor
uses forward foreign exchange contracts from time to time to hedge cash flows associated with certain assets and liabilities, firm
commitments and anticipated transactions. Nucor generally does not enter into derivative instruments for any purpose other than hedging the
cash flows associated with specific volumes of commodities that will be purchased and processed or sold in future periods and hedging the
exposures related to changes in the fair value of outstanding fixed-rate debt instruments and foreign currency transactions. Nucor recognizes
all derivative instruments in the consolidated balance sheets at fair value.
The Company is exposed to foreign currency risk primarily through its operations in Canada and Mexico. We periodically use
derivative contracts to mitigate the risk of currency fluctuations.
Dividends
Nucor has increased its base cash dividend every year since it began paying dividends in 1973. Nucor paid dividends of $1.61 per
share in 2020, compared with $1.60 per share in 2019. In December 2019, the Board of Directors increased the regular quarterly cash
dividend on Nucor’s common stock to $0.405 per share. Over the past 10 years, Nucor has returned approximately $6.00 billion in capital to
its stockholders in the form of base dividends and share repurchases. In February 2021, the Board of Directors declared Nucor’s 192nd
consecutive quarterly cash dividend of $0.405 per share payable on May 11, 2021 to stockholders of record on March 31, 2021.
Contractual Obligations and Other Commercial Commitments
The following table sets forth our contractual obligations and other commercial commitments as of December 31, 2020 for the periods
presented (in thousands):
Contractual Obligations
Long-term debt
Estimated interest on long-term
debt (1)
Finance leases
Operating leases
Raw material purchase
commitments (2)
Utility purchase commitments (2)
Other unconditional purchase
obligations (3)
Other long-term obligations (4)
Total contractual obligations
Payments Due By Period
Total
$ 5,403,240 $
2021
2022-2023
— $ 1,101,000 $
2024-2025
2026 and
thereafter
500,000 $ 3,802,240
2,288,503
162,006
117,221
169,935
20,676
23,134
299,534
38,274
36,361
244,559 1,574,475
78,531
34,181
24,525
23,545
2,997,021 1,248,172 1,017,162
206,959
274,186
803,562
312,453
120,594
419,234
201,823
1,058,932 1,041,822
322,553
4,488
129,730
$ 13,319,103 $ 3,100,478 $ 2,742,805 $ 1,231,118 $ 6,244,702
9,463
34,052
3,159
2,283
488,618
(1)
(2)
Interest is estimated using applicable rates at December 31, 2020 for Nucor’s outstanding fixed-rate and variable-rate debt.
Nucor enters into contracts for the purchase of scrap and scrap substitutes, iron ore, electricity, natural gas, and other raw materials and related
services. These contracts include multi-year commitments and minimum annual purchase requirements and are valued at prices in effect on
December 31, 2020, or according to the contract
37
Table of Contents
language. These contracts are part of normal operations and are reflected in historical operating cash flow trends. We do not believe such
commitments will adversely affect our liquidity position.
Purchase obligations include commitments for capital expenditures on operating machinery and equipment.
(3)
(4) Other long-term obligations include amounts associated with Nucor’s early-retiree medical benefits, management compensation and guarantees.
Note: In addition to the amounts shown in the table above, $48.0 million of unrecognized tax benefits have been recorded as liabilities, and we are uncertain
as to if or when such amounts may be settled. Related to these unrecognized tax benefits, we have also recorded a liability for potential penalties and
interest of $12.0 million at December 31, 2020.
Outlook
In 2021, we will continue to take advantage of our position of strength to grow Nucor’s long-term earnings power and stockholder
value by continuing to successfully focus on profitable growth strategies. We have invested significant capital over a broad range of strategic
acquisitions and investments that we believe will further enhance our ability to: grow Nucor’s long-term earnings power by increasing our
channels to market; expand our product portfolios into higher value-added offerings that are less vulnerable to imports; improve our highly
variable low-cost structure; build upon our market leadership positions; and achieve commercial excellence. We are utilizing Nucor’s financial
strength to execute on investment opportunities to further grow our long-term earnings capacity.
We expect Nucor’s earnings in the first quarter of 2021 to increase significantly as compared to the fourth quarter of 2020. We expect
a very significant increase in earnings in the steel mills segment in the first quarter of 2021 as compared to the fourth quarter of 2020
(excluding the fourth quarter of 2020 impairment charges), due to price increases that were announced in the fourth quarter of 2020 and
expected higher volumes. We expect the profitability of the steel products segment in the first quarter of 2021 to be similar to the fourth
quarter of 2020. We expect the performance of the raw materials segment to significantly increase in the first quarter of 2021 as compared to
the fourth quarter of 2020, due to an improvement in pricing for raw materials and the absence of the impairment charge related to our
unproved natural gas assets taken in 2020.
As we begin 2021, we see key economic indicators rebounding and stable or improving market conditions in 23 of the 24 steel
intensive end-use markets that we monitor. We believe that full year domestic steel demand will experience modest growth in 2021 as
compared to 2020. Backlog volumes in both the steel mills and steel products segments were significantly higher at the end of 2020
compared to the end of 2019.
We are ever mindful of the threat of increases in imported steel stemming from the still significant excess foreign steel capacity. The
Section 232 tariffs are having their intended impact by taking artificially low-cost foreign imports out of the U.S. market. Over the past decade,
the steel industry has won several important trade cases that addressed unfairly traded imports prior to the imposition of the Section 232
tariffs. The cumulative impact of those trade case victories also took a sizeable amount of unfairly traded imports out of the market, and those
duties will remain in the event the Section 232 tariffs are lifted.
We are committed to executing on the opportunities we see ahead to reward Nucor stockholders with very attractive long-term returns
on their valuable capital invested in our company. Our industry-leading financial strength allows us to support investments in our facilities that
we believe will enable us to generate increased profitability. In 2021, as we have in our past, we will allocate capital to investments that we
believe will build our long-term earnings power. Capital expenditures are currently projected to be approximately $2.00 billion in 2021 and we
will be very focused on ensuring that these investments generate appropriate returns.
38
Table of Contents
Critical Accounting Policies and Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements,
which have been prepared in conformity with generally accepted accounting principles in the United States of America. The preparation of
these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets
and liabilities, the disclosure of contingent assets and liabilities at year end and the reported amount of revenues and expenses during the
year. On an ongoing basis, we evaluate our estimates, including those related to the valuation allowances for receivables, the carrying value
of non-current assets and reserves for environmental obligations and income taxes. Our estimates are based on historical experience and
various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accordingly, actual costs could
differ materially from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect
our significant judgments and estimates used in the preparation of our consolidated financial statements.
Allowances for Doubtful Accounts
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required
payments. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.
Inventories
Inventories are stated at the lower of cost or market. The Company records any amount required to reduce the carrying value of
inventory to net realizable value as a charge to cost of products sold. Scrap and scrap substitute costs are a very significant component of
the raw material, semi-finished and finished product inventory balances. The vast majority of the Company’s inventory is recorded on the
first-in, first-out method. Production costs are applied to semi-finished and finished product inventory from the approximate period in which
they are produced.
If steel selling prices were to decline in future quarters, write-downs of inventory could result. Specifically, the valuation of raw material
inventories purchased during periods of peak market pricing would most likely be impacted. Low utilization rates at our steel mills or raw
materials facilities could hinder our ability to work through high-priced scrap and scrap substitutes (particularly pig iron and iron ore), leading
to period-end exposure when comparing carrying value to net realizable value.
Long-Lived Asset Impairments
We evaluate our property, plant and equipment and finite-lived intangible assets for potential impairment on an individual asset basis
or at the lowest level asset grouping for which cash flows can be independently identified. Asset impairments are assessed whenever
circumstances indicate that the carrying amounts of those productive assets could exceed their projected undiscounted cash flows. In
developing estimated values for assets that we currently use in our operations, we utilize judgments and assumptions of future undiscounted
cash flows that the assets will produce. When it is determined that an impairment exists, the related assets are written down to estimated fair
market value.
Certain long-lived asset groupings were tested for impairment during the fourth quarter of 2020. Undiscounted cash flows for each
asset grouping were estimated using management’s long-range estimates of market conditions associated with each asset grouping over the
estimated useful life of the principal asset within the group. Our undiscounted cash flow analysis indicated that, other than the groupings
discussed below, the tested long-lived asset groupings were recoverable as of December 31, 2020; however, if our projected cash flows are
not realized, either because of an extended recessionary period or other unforeseen events, impairment charges may be required in future
periods. A 13% decrease in the projected cash flows of each of our asset groupings would not result in an impairment.
39
Table of Contents
Steel Mills Segment Asset Impairments
In 2019, Nucor recorded a non-cash impairment charge of $20.0 million related to certain property, plant and equipment at our plate
mill in Texas. This charge is included in losses and impairments of assets in the consolidated statement of earnings for the year ended
December 31, 2019.
In 2020, Nucor recorded non-cash impairment charges totaling $103.2 million related to certain inventory and long-lived assets, which
primarily related to our Castrip sheet mill operations. Due to the advancements in the capabilities at our new cold mill and galvanizing line we
have under construction at Nucor Steel Arkansas, we believe the value of the technology and process has diminished for Nucor. As such, the
existing Castrip assets are not expected to be materially utilized going forward. These charges are included in losses and impairments of
assets in the consolidated statement of earnings for the year ended December 31, 2020.
Raw Materials Segment Asset Impairments
In the third quarter of 2018, due to the deteriorating natural gas pricing environment at our sales point in the Piceance Basin, Nucor
determined a triggering event had occurred and performed an impairment analysis that resulted in $110.0 million of non-cash impairment
charges relating to two of its three groups (“fields”) of wells. In the fourth quarter of 2019, due to the deteriorating natural gas pricing
environment at our sales point in the Piceance Basin as well as the decreased performance of the natural gas well assets, Nucor determined
a triggering event had occurred and performed an impairment analysis on all three fields of wells. As a result of the fourth quarter of 2019
analysis, a $35.0 million non-cash impairment charge was recorded on the field of wells that was not previously impaired in the third quarter
of 2018. An increase in the estimated lease operating cost projections was the primary factor in causing this field of wells to be impaired. The
non-cash impairment charges are included in losses and impairments of assets in the consolidated statements of earnings for the years
ended December 31, 2019 and 2018.
One of the main assumptions that most significantly affects the undiscounted cash flows determination is management’s estimate of
future pricing of natural gas and natural gas liquids. The pricing used in the impairment assessments was developed by management based
on projected natural gas market supply and demand dynamics, in conjunction with a review of projections by market analysts. Management
also makes key estimates on the expected reserve levels and on the expected lease operating costs. The impairment assessments were
performed on each of Nucor’s three fields of wells, with each field defined by common geographic location. The combined carrying value of
the three fields of wells was $71.7 million at December 31, 2020 ($78.9 million at December 31, 2019).
Changes in the natural gas industry or a prolonged low-price environment beyond what had already been assumed in the
assessments could cause management to revise the natural gas and natural gas liquids price assumptions, the estimated reserves or the
estimated lease operating costs. Unfavorable revisions to these assumptions or estimates could possibly result in further impairment of some
or all of the fields of proved well assets.
In 2020, regulatory authorities in Colorado adopted new rules that became effective January 2021. One of these rules increases
drilling setback distances. In the fourth quarter of 2020, Nucor determined a triggering event had occurred, as we do not expect to be able to
access the full extent of the resources in the ground, and performed an impairment analysis. As a result, Nucor recorded a $27.0 million non-
cash impairment charge related to the write-down of our leasehold interest in unproved oil and gas properties. This charge is included in
losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2020.
Goodwill and Intangibles
Goodwill is tested annually for impairment and whenever events or circumstances change that would make it more likely than not that
an impairment may have occurred. We perform our annual
40
Table of Contents
impairment analysis as of the first day of the fourth quarter each year. The evaluation of impairment involves comparing the current estimated
fair value of each reporting unit to the recorded value, including goodwill.
When appropriate, Nucor performs a qualitative assessment to determine whether it is more likely than not that the fair value of a
reporting unit is less than its carrying amount. For certain reporting units, it is necessary to perform a quantitative analysis. In these
instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. Significant
assumptions used to determine the fair value of each reporting unit as part of our annual testing (and any required interim testing) include: (i)
expected cash flow for the five-year period following the testing date (including market share, sales volumes and prices, raw materials and
other costs to produce and estimated capital needs); (ii) an estimated terminal value using a terminal year growth rate determined based on
the growth prospects of the reporting unit; (iii) a discount rate based on management’s best estimate of the after-tax weighted-average cost
of capital; and (iv) a probability-weighted scenario approach by which varying cash flows are assigned to certain scenarios based on the
likelihood of occurrence. Management considers historical and anticipated future results, general economic and market conditions, the
impact of planned business and operational strategies and all available information at the time the fair values of its reporting units are
estimated. Those estimates and judgments may or may not ultimately prove appropriate.
Our fourth quarter 2020 annual goodwill impairment analysis did not result in an impairment charge. Management does not believe
that future impairment of these reporting units is probable. However, the performance of certain businesses that comprise our reporting units
requires continued improvement. An increase of approximately 50 basis points in the discount rate, a critical assumption in which a minor
change can have a significant impact on the estimated fair value, would not result in an impairment charge. See Note 8 to the Company’s
consolidated financial statements for further discussion of the results of the Company’s 2020 annual goodwill impairment analysis.
Nucor will continue to monitor operating results within all reporting units throughout 2021 in an effort to determine if events and
circumstances warrant further interim impairment testing. Otherwise, all reporting units will again be subject to the required annual qualitative
and/or quantitative impairment test during our fourth quarter of 2021. Changes in the judgments and estimates underlying our analysis of
goodwill for possible impairment, including expected future operating cash flows and discount rate, could decrease the estimated fair value of
our reporting units in the future and could result in an impairment of goodwill.
Equity Method Investments
Investments in joint ventures in which Nucor shares control over the financial and operating decisions but in which Nucor is not the
primary beneficiary are accounted for under the equity method. Each of the Company’s equity method investments is subject to a review for
impairment if, and when, circumstances indicate that a decline in value below its carrying amount may have occurred. Examples of such
circumstances include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee;
missed financial projections; a significant adverse change in the regulatory, tax, economic or technological environment of the investee; a
significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates; and
recurring negative cash flows from operations. When management considers the decline to be other than temporary, the Company would
write down the related investment to its estimated fair market value. An other-than-temporary decline in carrying value is determined to have
occurred when, in management’s judgment, a decline in fair value below carrying value is of such length of time and/or severity that it is
considered long-term.
In the event that an impairment review is necessary, we calculate the estimated fair value of our equity method investments using a
probability-weighted multiple-scenario income approach. Management’s analysis includes three discounted cash flow scenarios (best case,
base case and recessionary case), which contain forecasted near-term cash flows under each scenario. Generally, (i) the best case scenario
contains estimates of future results ranging from slightly higher than recent operating performance to levels that are consistent with historical
operating and financial performance; (ii) the base case scenario contains estimates of future results ranging from generally in line with recent
operating performance to levels that are more conservative than historical operating and financial performance; and (iii) the recessionary
case scenario contains estimates of future results which include limited growth resulting only from operational cost improvements and limited
benefits of new higher-value product offerings. Management determines the probability that each cash flow scenario will come to fruition
based
41
Table of Contents
on the specific facts and circumstances of each of the preceding scenarios, with the base case typically receiving the majority of the
weighting.
Key assumptions used to determine the fair value of our equity method investments include: (i) expected cash flow for the six-year
period following the testing date (including market share, sales volumes and prices, costs to produce and estimated capital needs); (ii) an
estimated terminal value using a terminal year growth rate determined based on the growth prospects of the investment; (iii) a discount rate
based on management’s best estimate of the after-tax weighted-average cost of capital; and (iv) a probability-weighted scenario approach by
which varying cash flows are assigned to certain scenarios based on the likelihood of occurrence. While the assumptions that most
significantly affect the fair value determination include projected revenues, metal margins and discount rate, the assumptions are often
interdependent, and no single factor predominates in determining the estimated fair value. Management considers historical and anticipated
future results, general economic and market conditions, the impact of planned business and operational strategies and all available
information at the time the fair values of its investments are estimated. Those estimates and judgments may or may not ultimately prove
appropriate.
Nucor determined that a triggering event occurred in the first quarter of 2020 with respect to its equity method investment in
Duferdofin Nucor due to adverse developments in the joint venture’s commercial outlook, which were exacerbated by the COVID-19
pandemic, all of which negatively impacted the joint venture’s strategic direction. After completing its impairment assessment, Nucor
determined that the carrying amount exceeded its estimated fair value and the impairment condition was considered to be other than
temporary. Therefore, Nucor recorded a $250.0 million impairment charge in the first quarter of 2020. The assumptions that most
significantly affected the fair value determination included projected cash flows and the discount rate. The Company-specific inputs for
measuring fair value are considered “Level 3” or unobservable inputs that are not corroborated by market data under applicable fair value
authoritative guidance, as quoted market prices are not available.
Throughout 2020, additional capital contributions were made by the Company to Duferdofin Nucor that were immediately impaired.
These additional capital contributions resulted in $5.0 million, $6.6 million and $25.4 million impairment charges against our investment in
Duferdofin Nucor in the second, third and fourth quarters of 2020, respectively. Also, in the fourth quarter of 2020, Nucor reclassified into
earnings, $158.6 million of cumulative foreign currency translation losses on our investment in Duferdofin Nucor. In 2020, total impairment
charges, including the aforementioned note receivable, related to our investment in Duferdofin Nucor were approximately $483.5 million.
These non-cash impairment charges are included in the steel mills segment and in losses and impairments of assets in the consolidated
statement of earnings for the year ended December 31, 2020.
Environmental Remediation
We are subject to environmental laws and regulations established by federal, state and local authorities, and we make provisions for
the estimated costs related to compliance. Undiscounted remediation liabilities are accrued based on estimates of known environmental
exposures. The accruals are reviewed periodically and, as investigations and remediation proceed, adjustments are made as we believe are
necessary. Our measurement of environmental liabilities is based on currently available facts, present laws and regulations and current
technology.
Income Taxes
We utilize the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on the
temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect during
the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the deferred
tax assets will not be realized. We recognize the effect of income tax positions only if those positions are more likely than not of being
sustained. Potential accrued interest and penalties related to unrecognized tax benefits within operations are recognized as a component of
interest expense and other expenses.
42
Table of Contents
Note Regarding Forward-Looking Statements
Certain statements made in this report, or in other public filings, press releases, or other written or oral communications made by
Nucor, which are not historical facts are forward-looking statements subject to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements involve risks and uncertainties which we expect will or may occur in the future and
may impact our business, financial condition and results of operations. The words “anticipate,” “believe,” “expect,” “intend,” “project,” “may,”
“will,” “should,” “could” and similar expressions are intended to identify those forward-looking statements. These forward-looking statements
reflect the Company’s best judgment based on current information, and, although we base these statements on circumstances that we
believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking
information. As such, the forward-looking statements are not guarantees of future performance, and actual results may vary materially from
the projected results and expectations discussed in this report. Factors that might cause the Company’s actual results to differ materially from
those anticipated in forward-looking statements include, but are not limited to: (1) competitive pressure on sales and pricing, including
pressure from imports and substitute materials; (2) U.S. and foreign trade policies affecting steel imports or exports; (3) the sensitivity of the
results of our operations to prevailing market steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and
scrap steel; (4) the availability and cost of electricity and natural gas which could negatively affect our cost of steel production or result in a
delay or cancellation of existing or future drilling within our natural gas drilling programs; (5) critical equipment failures and business
interruptions; (6) market demand for steel products, which, in the case of many of our products, is driven by the level of nonresidential
construction activity in the United States; (7) impairment in the recorded value of inventory, equity investments, fixed assets, goodwill or other
long-lived assets; (8) uncertainties surrounding the global economy, including excess world capacity for steel production; (9) fluctuations in
currency conversion rates; (10) significant changes in laws or government regulations affecting environmental compliance, including
legislation and regulations that result in greater regulation of GHG emissions that could increase our energy costs and our capital
expenditures and operating costs or cause one or more of our permits to be revoked or make it more difficult to obtain permit modifications;
(11) the cyclical nature of the steel industry; (12) capital investments and their impact on our performance; (13) our safety performance; (14)
the impact of the COVID-19 pandemic; and (15) the risks discussed in Part I, “Item 1A. Risk Factors” of this report.
Caution should be taken not to place undue reliance on the forward-looking statements included in this report. We assume no
obligation to update any forward-looking statements except as may be required by law. In evaluating forward-looking statements, these risks
and uncertainties should be considered, together with the other risks described from time to time in our reports and other filings with the SEC.
43
Table of Contents
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
In the ordinary course of business, Nucor is exposed to a variety of market risks. We continually monitor these risks and develop
strategies to manage them.
Interest Rate Risk – Nucor manages interest rate risk by using a combination of variable-rate and fixed-rate debt. At December 31,
2020, approximately 22% of Nucor’s long-term debt was in industrial revenue bonds that have variable interest rates that are adjusted
weekly. The remaining 78% of Nucor’s long-term debt was at fixed rates. Future changes in interest rates are not expected to significantly
impact earnings. Nucor also occasionally makes use of interest rate swaps to manage net exposure to interest rate changes. As of
December 31, 2020, there were no such contracts outstanding. Nucor’s investment practice is to invest in securities that are highly liquid with
short maturities. As a result, we do not expect changes in interest rates to have a significant impact on the value of our investment securities
recorded as short-term investments.
Commodity Price Risk – In the ordinary course of business, Nucor is exposed to market risk for price fluctuations of raw materials and
energy, principally scrap steel, other ferrous and nonferrous metals, alloys and natural gas. We attempt to negotiate the best prices for our
raw materials and energy requirements and to obtain prices for our steel products that match market price movements in response to supply
and demand. In periods of strong or stable demand for our products, we are more likely to be able to effectively reduce the normal time lag in
passing through higher raw material costs so that we can maintain our gross margins. When demand for our products is weaker, this
becomes more challenging. Our DRI facilities in Trinidad and Louisiana provide us with flexibility in managing our input costs. DRI is
particularly important for operational flexibility when demand for prime scrap increases due to increased domestic steel production.
Natural gas produced by Nucor’s drilling operations is being sold to third parties to offset our exposure to changes in the price of
natural gas consumed by our Louisiana DRI facility and our steel mills in the United States.
Nucor also periodically uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas
purchases used in the production process and to hedge a portion of our scrap, aluminum and copper purchases and sales. Gains and losses
from derivatives designated as hedges are deferred in accumulated other comprehensive loss, net of income taxes on the consolidated
balance sheets and recognized in net earnings in the same period as the underlying physical transaction. At December 31, 2020,
accumulated other comprehensive loss, net of income taxes included $4.7 million in unrealized net-of-tax losses for the fair value of these
derivative instruments. Changes in the fair values of derivatives not designated as hedges are recognized in earnings each period. The
following table presents the negative effect on pre-tax earnings of a hypothetical change in the fair value of the derivative instruments
outstanding at December 31, 2020, due to an assumed 10% and 25% change in the market price of each of the indicated commodities (in
thousands):
Natural gas
Aluminum
Copper
Commodity
Derivative
$
10% Change
25% Change
5,854 $
5,413
3,487
14,635
13,542
8,719
Any resulting changes in fair value would be recorded as adjustments to accumulated other comprehensive loss, net of income taxes,
or recognized in net earnings, as appropriate. These hypothetical losses would be partially offset by the benefit of lower prices paid or higher
prices received for the physical commodities.
Foreign Currency Risk – Nucor is exposed to foreign currency risk primarily through its operations in Canada, Europe and Mexico.
We periodically use derivative contracts to mitigate the risk of currency fluctuations. Open foreign currency derivative contracts at
December 31, 2020 and 2019 were insignificant.
44
Table of Contents
Item 8.
Financial Statements and Supplementary Data
Index to Financial Statements
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Earnings
Consolidated Statements of Comprehensive Income
Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
45
46
47
50
51
52
53
54
55
Table of Contents
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Nucor’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term
is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the effectiveness of Nucor’s internal control over financial reporting as of December 31, 2020. In making this
assessment, management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in
Internal Control – Integrated Framework (2013).
Based on its assessment, management concluded that Nucor’s internal control over financial reporting was effective as of
December 31, 2020. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness of
Nucor’s internal control over financial reporting as of December 31, 2020 as stated in their report which is included herein.
46
Table of Contents
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of Nucor Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Nucor Corporation and its subsidiaries (the “Company”) as of December
31, 2020 and 2019, and the related consolidated statements of earnings, of comprehensive income, of stockholders’ equity and of cash flows
for each of the three years in the period ended December 31, 2020, including the related notes (collectively referred to as the “consolidated
financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2020, based on
criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the
Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period
ended December 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion,
the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020, based on
criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated
financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm
registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect
to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or
fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits
also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures
as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal
47
Table of Contents
control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and
directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that
was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to
the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.
Goodwill Impairment Analysis - Rebar Fabrication Reporting Unit
As described in Notes 2 and 8 to the consolidated financial statements, the Company’s consolidated goodwill balance was $2.2 billion as of
December 31, 2020, and total goodwill associated with the Rebar Fabrication reporting unit was $364.3 million. Goodwill is tested annually
for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have
occurred. Management completed its 2020 goodwill impairment analysis as of the first day of the fourth quarter of 2020. The evaluation of
impairment involves comparing the current estimated fair value of each reporting unit to the recorded value, including goodwill. For certain
reporting units, it is necessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the
current estimated fair value of these reporting units. As disclosed by management, significant assumptions used to determine the fair value of
each reporting unit as part of management’s annual testing, and any required interim testing include (i) expected cash flow for the five-year
period following the testing date (including market share, sales volumes and prices, raw material costs and other costs to produce and
estimated capital needs); (ii) an estimated terminal value using a terminal year growth rate determined based on the growth prospects of the
reporting unit; (iii) a discount rate based on management’s best estimate of the after-tax weighted-average cost of capital; and (iv) a
probability-weighted scenario approach by which varying cash flows are assigned to certain scenarios based on the likelihood of
occurrence.
The principal considerations for our determination that performing procedures relating to the goodwill impairment analysis for the Rebar
Fabrication reporting unit is a critical audit matter are the significant judgment by management when determining the fair value of the
reporting unit, which in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s
significant assumptions related to sales prices, raw material costs, the terminal year growth rate and the discount rate assumption.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the
consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill
impairment assessment, including controls over the underlying assumptions related to the fair value of the reporting unit. These procedures
also included, among others, testing management’s process for developing the fair value estimate of the Rebar Fabrication reporting unit;
evaluating the appropriateness of the discounted cash flow model;
48
Table of Contents
testing the completeness, accuracy, and relevance of underlying data used in the model; and evaluating the significant assumptions used by
management related to the sales prices, raw material costs, terminal year growth rate and discount rate. Evaluating management’s
assumptions related to sales prices, raw material costs and the terminal year growth rate involved evaluating whether the assumptions used
by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external
market and industry data, and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals
with specialized skill and knowledge were used to assist in the evaluation of the Company’s discounted cash flow model and the discount
rate assumption.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 26, 2021
We have served as the Company’s auditor since 1989.
49
Table of Contents
CONSOLIDATED BALANCE SHEETS
(In thousands)
ASSETS
Current assets:
Cash and cash equivalents (Note 14)
Short-term investments (Notes 3 and 14)
Accounts receivable, net (Note 4)
Inventories, net (Note 5)
Other current assets (Note 19)
Total current assets
Property, plant and equipment, net (Notes 6 and 7)
Restricted cash and cash equivalents (Notes 14 and 24)
Goodwill (Note 8)
Other intangible assets, net (Note 8)
Other assets (Notes 6 and 9)
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Short-term debt (Notes 11 and 14)
Current portion of long-term debt and finance lease obligations
(Notes 6, 11 and 14)
Accounts payable (Note 10)
Salaries, wages and related accruals (Note 17)
Accrued expenses and other current liabilities (Notes 6, 10, 13,
15, 16 and 23)
Total current liabilities
Long-term debt and finance lease obligations due after one year
(Notes 6, 11 and 14)
Deferred credits and other liabilities (Notes 6, 13, 15, 17 and 19)
Total liabilities
Commitments and contingencies (Notes 13, 15 and 16)
Equity
Nucor stockholders’ equity (Notes 12, 16 and 20):
Common stock (800,000 shares authorized; 380,154 and 380,154
shares issued, respectively)
Additional paid-in capital
Retained earnings
Accumulated other comprehensive loss, net of income taxes
(Notes 13 and 20)
Treasury stock (77,909 and 78,342 shares, respectively)
Total Nucor stockholders’ equity
Noncontrolling interests
Total equity
Total liabilities and equity
See notes to consolidated financial statements.
50
December 31,
2020
2019
2,639,671 $
408,004
2,298,850
3,569,089
573,048
9,488,662
6,899,110
115,258
2,229,672
668,021
724,671
20,125,394 $
1,534,605
300,040
2,160,102
3,842,095
389,528
8,226,370
6,178,555
—
2,201,063
742,186
996,492
18,344,666
57,906 $
62,444
10,885
1,432,159
462,727
664,183
2,627,860
5,271,789
993,884
8,893,533
29,264
1,201,698
510,844
659,524
2,463,774
4,291,301
798,415
7,553,490
152,061
2,121,288
11,343,852
(118,861)
(2,709,675)
10,788,665
443,196
11,231,861
20,125,394 $
152,061
2,107,646
11,115,056
(302,966)
(2,713,931)
10,357,866
433,310
10,791,176
18,344,666
$
$
$
$
Table of Contents
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
Net sales (Notes 23 and 25)
Costs, expenses and other:
Cost of products sold (Notes 6, 13 and 20)
Marketing, administrative and other expenses (Note 6)
Equity in losses (earnings) of unconsolidated subsidiaries
Losses and impairments of assets (Notes 7, 8, 9,
14, 19, 20 and 25)
Interest expense, net (Notes 6, 18 and 19)
Earnings before income taxes and noncontrolling
interests
Provision for income taxes (Notes 19 and 25)
Net earnings
Earnings attributable to noncontrolling interests
Net earnings attributable to Nucor stockholders
Net earnings per share (Note 21):
Basic
Diluted
See notes to consolidated financial statements.
$
$
$
$
51
2020
20,139,658
Year Ended December 31,
2019
22,588,858
$
$
17,911,708
615,041
10,533
613,640
153,198
19,304,120
835,538
(490)
836,028
114,558
721,470
2.37
2.36
$
$
$
19,909,773
711,248
(3,311)
66,916
121,425
20,806,051
1,782,807
411,897
1,370,910
99,767
1,271,143
4.14
4.14
$
$
$
2018
25,067,279
20,771,871
860,722
(40,240)
110,000
135,535
21,837,888
3,229,391
748,307
2,481,084
120,317
2,360,767
7.44
7.42
Table of Contents
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Net earnings
Other comprehensive income (loss):
$
2020
836,028 $
Year Ended December 31,
2019
1,370,910 $
2018
2,481,084
Net unrealized (loss) income on hedging derivatives,
net of income taxes of $400, ($3,100) and ($300)
for 2020, 2019 and 2018, respectively
Reclassification adjustment for (gain) loss on
settlement of hedging derivatives included in net
earnings, net of income taxes of $2,500, $700 and $0
for 2020, 2019 and 2018, respectively
Foreign currency translation (loss) gain, net of income
taxes of $0 for 2020, 2019 and 2018
Adjustment to early retiree medical plan, net of income
taxes of ($339), ($485) and $514 for 2020, 2019 and
2018, respectively
Reclassification adjustment for (gain) loss on early
retiree medical plan included in net earnings, net of
income taxes of $17, $49 and ($108) for 2020,
2019 and 2018, respectively
Liquidation of equity method investment in foreign
joint venture, net of income taxes of $0 in 2020
Comprehensive income
Comprehensive income attributable to noncontrolling
interests
Comprehensive income attributable to Nucor stockholders
See notes to consolidated financial statements.
52
2,084
(9,833)
(3,568)
7,216
2,333
(132)
17,306
7,873
(47,133)
(1,213)
(1,148)
1,731
72
57
(350)
158,640
184,105
1,020,133
—
(718)
1,370,192
—
(49,452)
2,431,632
$
(114,558)
905,575 $
(99,767)
1,270,425 $
(120,317)
2,311,315
Table of Contents
BALANCES, December 31,
2017
Net earnings in 2018
Other comprehensive income
(loss)
Stock options exercised
Stock option expense
Issuance of stock under award
plans,
net of forfeitures
Amortization of unearned
compensation
Treasury stock acquired
Cash dividends declared
($1.5400 per
share)
Distributions to noncontrolling
interests
BALANCES, December 31,
2018
Net earnings in 2019
Other comprehensive income
(loss)
Stock options exercised
Stock option expense
Issuance of stock under award
plans,
net of forfeitures
Amortization of unearned
compensation
Treasury stock acquired
Cash dividends declared
($1.6025 per
share)
Distributions to noncontrolling
interests
Other
BALANCES, December 31,
2019
Net earnings in 2020
Other comprehensive income
(loss)
Stock options exercised
Stock option expense
Issuance of stock under award
plans,
net of forfeitures
Amortization of unearned
compensation
Treasury stock acquired
Cash dividends declared
($1.6125 per
share)
Distributions to noncontrolling
interests
Other
BALANCES, December 31,
2020
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands, except per share data)
Nucor Stockholders
Total
Shares
Amount
Common Stock
Additional
Paid-in
Capital
Retained
Earnings
$ 9,084,788
2,481,084
379,900 $ 151,960 $ 2,021,339
—
—
—
(49,452 )
24,102
4,563
—
210
—
—
84
—
—
14,675
4,563
52,313
44
17
31,361
$ 8,463,709
2,360,767
—
—
—
—
—
—
Accumulated
Other
Comprehensive
Loss
$
(254,681 )
—
(49,452 )
Treasury Stock
(at cost)
Shares
Amount
Total
Nucor
Stockholders'
Equity
Noncontrolling
Interests
61,931
—
$ (1,643,291 ) $ 8,739,036
2,360,767
—
$
345,752
120,317
—
(333 )
—
—
9,343
—
(49,452 )
24,102
4,563
(762 )
20,935
52,313
—
13,726
—
(853,997 )
1,777
(853,997 )
—
—
—
—
(487,031 )
—
—
—
—
—
(487,031 )
—
(56,179 )
$ 10,201,968
380,154 $ 152,061 $ 2,073,715
$ 10,337,445
$
(304,133 )
74,562
$ (2,467,010 ) $ 9,792,078
$
409,890
—
1,271,143
—
—
—
1,271,143
99,767
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(718 )
—
—
—
(425 )
—
—
14,522
—
(718 )
16,146
4,662
—
—
—
—
—
1,885
(1,095 )
37,098
62,735
—
5,300
—
(298,541 )
2,008
(298,541 )
—
—
—
—
—
—
(491,647 )
—
—
184,105
—
—
—
(266 )
—
—
9,256
—
184,105
11,846
2,736
(992 )
34,499
51,898
—
(39,499 )
1,753
(39,499 )
—
825
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(76,347 )
—
433,310
114,558
—
—
—
—
—
—
—
—
—
1,777
—
—
—
—
—
—
1,624
4,662
—
25,637
—
—
2,008
—
—
—
—
—
—
2,590
2,736
—
17,399
—
—
1,753
—
1,777
(853,997 )
(487,031 )
(56,179 )
—
—
—
—
1,370,910
(718 )
16,146
4,662
62,735
2,008
(298,541 )
(491,647 )
(76,347 )
—
—
—
—
—
—
—
—
—
—
—
836,028
184,105
11,846
2,736
51,898
1,753
(39,499 )
(492,674 )
(115,508 )
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(491,647 )
—
(1,885 )
$ 10,791,176
380,154 $ 152,061 $ 2,107,646
$ 11,115,056
$
(302,966 )
78,342
$ (2,713,931 ) $ 10,357,866
$
—
721,470
—
—
—
721,470
—
—
—
—
(492,674 )
—
(10,836 )
—
—
—
—
—
(492,674 )
—
(10,836 )
(115,508 )
10,836
$ 11,231,861
380,154 $ 152,061 $ 2,121,288
$ 11,343,852
$
(118,861 )
77,909
$ (2,709,675 ) $ 10,788,665
$
443,196
See notes to consolidated financial statements.
53
Table of Contents
Operating activities:
Net earnings
Adjustments:
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
2020
Year Ended December 31,
2019
2018
$
836,028 $
1,370,910 $
2,481,084
Depreciation
Amortization
Stock-based compensation
Deferred income taxes
Distributions from affiliates
Equity in losses (earnings) of unconsolidated affiliates
Losses and impairments of assets
Changes in assets and liabilities (exclusive of
acquisitions and dispositions):
Accounts receivable
Inventories
Accounts payable
Federal income taxes
Salaries, wages and related accruals
Other operating activities
Cash provided by operating activities
Investing activities:
Capital expenditures
Investment in and advances to affiliates
Divestiture of affiliates
Disposition of plant and equipment
Acquisitions (net of cash acquired)
Purchases of investments
Proceeds from the sale of investments
Other investing activities
Cash used in investing activities
Financing activities:
Net change in short-term debt
Proceeds from long-term debt, net of discount
Repayment of long-term debt
Premium on debt exchange
Bond issuance related costs
Issuance of common stock
Payment of tax withholdings on certain stock-based
compensation
Distributions to noncontrolling interests
Cash dividends
Acquisition of treasury stock
Other financing activities
Cash provided by (used in) financing activities
Effect of exchange rate changes on cash
Increase in cash and cash equivalents and restricted
cash and cash equivalents
Cash and cash equivalents - beginning of year
Cash and cash equivalents and restricted cash
and cash equivalents - end of year
Non-cash investing activity:
Change in accrued plant and equipment purchases
See notes to consolidated financial statements.
702,110
83,356
73,853
162,836
10,521
10,533
613,640
(129,290)
284,081
250,561
(197,275)
(41,169)
37,092
2,696,877
(1,543,219)
(44,427)
—
40,933
(88,071)
(488,517)
392,178
(33,171)
(1,764,294)
(4,538)
1,237,635
(97,150)
(180,383)
(6,250)
11,846
(19,102)
(115,508)
(491,655)
(39,499)
(9,542)
285,854
1,887
648,911
85,742
90,359
99,157
37,459
(3,311)
66,916
361,340
712,645
(253,457)
(180,325)
(186,755)
(40,178)
2,809,413
(1,477,293)
(45,834)
67,591
41,618
(83,106)
(367,741)
67,701
2,873
(1,794,191)
4,574
—
—
—
—
16,145
(25,047)
(76,347)
(492,062)
(298,541)
(9,132)
(880,410)
907
1,220,324
1,534,605
135,719
1,398,886
630,879
88,758
73,422
3,017
30,196
(40,240)
110,000
(485,433)
(1,092,101)
235,572
163,743
204,796
(9,741)
2,393,952
(982,531)
(121,412)
—
31,589
(33,063)
—
50,000
25,348
(1,030,069)
5,037
995,710
(500,000)
—
(7,625)
24,101
(22,123)
(56,179)
(485,376)
(853,997)
(7,725)
(908,177)
(5,924)
449,782
949,104
$
$
2,754,929 $
1,534,605 $
1,398,886
(16,103) $
34,777 $
14,725
54
Table of Contents
NUCOR CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2020, 2019 AND 2018
1. Nature of Operations and Basis of Presentation
Nature of Operations
Nucor is principally a manufacturer of steel and steel products, as well as a scrap broker and processor, with operating facilities and
customers primarily located in North America.
Principles of Consolidation
The consolidated financial statements include Nucor and its controlled subsidiaries, including Nucor-Yamato Steel Company (Limited
Partnership), of which Nucor owns 51%. All intercompany transactions are eliminated.
Distributions are made to noncontrolling interest partners in Nucor-Yamato Steel Company (Limited Partnership) in accordance with
the limited partnership agreement by mutual agreement of the general partners. At a minimum, sufficient cash is distributed so that each
partner may pay its U.S. federal and state income taxes.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from these estimates.
2. Summary of Significant Accounting Policies
Cash and Cash Equivalents
Cash equivalents are recorded at cost plus accrued interest, which approximates fair value, and have original maturities of three
months or less at the date of purchase. Cash and cash equivalents are maintained primarily with a few high-credit quality financial
institutions.
Short-term Investments
Short-term investments are recorded at cost plus accrued interest, which approximates fair value. Unrealized gains and losses on
investments classified as available-for-sale are recorded as a component of accumulated other comprehensive income (loss). Management
determines the appropriate classification of its investments at the time of purchase and re-evaluates such determination at each balance
sheet date.
Inventories
Inventories are stated at the lower of cost or market. The Company records any amount required to reduce the carrying value of
inventory to net realizable value as a charge to cost of products sold. Scrap and scrap substitute costs are a very significant component of
the raw material, semi-finished and finished product inventory balances. The vast majority of the Company’s inventory is recorded on the
first-in, first-out method. Production costs are applied to semi-finished and finished product inventory from the approximate period in which
they are produced.
55
Table of Contents
Property, Plant and Equipment
Property, plant and equipment is stated at cost, except for property, plant and equipment acquired through acquisitions which is
recorded at acquisition date fair value. With the exception of our natural gas wells, depreciation primarily is provided on a straight-line basis
over the estimated useful lives of the assets. Depletion of all capitalized costs associated with our natural gas producing properties is
expensed on a unit-of-production basis by individual field as the gas from the proved developed reserves is produced. The costs of acquiring
unproved natural gas leasehold acreage are capitalized. When proved reserves are found on unproved properties, the associated leasehold
cost is transferred to proved properties. Unproved leases are reviewed periodically for any impairment triggering event, and a valuation
allowance is provided for any estimated decline in value. The costs of planned major maintenance activities are capitalized as part of other
current assets and amortized over the period until the next scheduled major maintenance activity. All other repairs and maintenance activities
are expensed when incurred.
Goodwill and Other Intangibles
Goodwill is the excess of cost over the fair value of net assets of businesses acquired. Goodwill is not amortized but is tested
annually for impairment and whenever events or circumstances change that would make it more likely than not that an impairment may have
occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year. The evaluation of impairment
involves comparing the current estimated fair value of each reporting unit, which is a level below the reportable segment, to the recorded
value, including goodwill. When appropriate, Nucor performs a qualitative assessment to determine whether it is more likely than not that the
fair value of a reporting unit is less than its carrying amount. For certain reporting units, it is necessary to perform a quantitative analysis. In
these instances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. A number of
significant assumptions and estimates are involved in the application of the discounted cash flow model to forecast operating cash flows,
which could include market growth and market share, sales volumes and prices, raw materials and other costs to produce, discount rate and
estimated capital needs. Management considers historical experience and all available information at the time the fair values of its reporting
units are estimated. Assumptions in estimating future cash flows are subject to a high degree of judgment and complexity. Changes in
assumptions and estimates may affect the fair value of goodwill and could result in impairment charges in future periods.
Finite-lived intangible assets are amortized over their estimated useful lives on a straight-line or accelerated basis.
Long-Lived Asset Impairments
We evaluate our property, plant and equipment and finite-lived intangible assets for potential impairment on an individual asset basis
or at the lowest level asset grouping for which independent cash flows can be separately identified. Asset impairments are assessed
whenever circumstances indicate that the carrying amounts of those productive assets could exceed their projected undiscounted cash flows.
When it is determined that impairment exists, the related assets are written down to their estimated fair market value.
Equity Method Investments
Investments in joint ventures in which Nucor shares control over the financial and operating decisions but in which Nucor is not the
primary beneficiary are accounted for under the equity method. Each of the Company’s equity method investments is subject to a review for
impairment if, and when, circumstances indicate that a decline in fair value below its carrying amount may have occurred. Examples of such
circumstances include, but are not limited to, a significant deterioration in the earnings performance or business prospects of the investee;
missed financial projections; a significant adverse change in the regulatory, tax, economic or technological environment of the investee; a
significant adverse change in the general market condition of either the geographic area or the industry in which the
56
Table of Contents
investee operates; and recurring negative cash flows from operations. When management considers the decline to be other than temporary,
the Company would write down the related investment to its estimated fair market value.
Derivative Financial Instruments
Nucor periodically uses derivative financial instruments primarily to partially manage its exposure to price risk related to natural gas
purchases used in the production process as well as its exposure to scrap, copper and aluminum purchased for resale to its customers. In
addition, Nucor periodically uses derivatives to partially manage its exposure to changes in interest rates on outstanding debt instruments
and uses forward foreign exchange contracts to hedge cash flows associated with certain assets and liabilities, firm commitments and
anticipated transactions.
Nucor recognizes all derivative financial instruments in the consolidated balance sheets at fair value. Amounts included in
accumulated other comprehensive income (loss) related to cash flow hedges are reclassified into earnings when the underlying transaction is
recognized in net earnings. Changes in fair value hedges are reported in earnings along with changes in the fair value of the hedged items.
When cash flow and fair value hedges affect net earnings, they are included in the same financial statement line as the underlying
transaction (cost of products sold or interest expense). If these instruments do not meet hedge accounting criteria, the change in fair value
(or a portion thereof) is recognized immediately in earnings in the same financial statement line as the underlying transaction.
Revenue Recognition
Nucor recognizes revenue when obligations under the terms of contracts with our customers are satisfied; generally, this occurs upon
shipment or when control is transferred. Revenue is measured as the amount of consideration expected to be received in exchange for
transferring the goods. In addition, revenue is deferred when cash payments are received or due in advance of performance. See Note 23 for
further information.
Income Taxes
Nucor utilizes the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on
the temporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effect
during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some of the
deferred tax assets will not be realized.
Nucor recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Potential
accrued interest and penalties related to unrecognized tax benefits are recognized as a component of interest expense and other expenses.
Stock-Based Compensation
The Company recognizes the cost of stock-based compensation as an expense using fair value measurement methods. The
assumptions used to calculate the fair value of stock-based compensation granted are evaluated and revised for new grants, as necessary,
to reflect market conditions and experience.
Foreign Currency Translation
For Nucor’s operations where the functional currency is other than the U.S. dollar, assets and liabilities have been translated at year-
end exchange rates, and income and expenses have been translated using average exchange rates for the respective periods. Adjustments
resulting from the process of translating an entity’s financial statements into the U.S. dollar have been recorded in accumulated other
comprehensive income (loss) and are included in net earnings only upon sale or
57
Table of Contents
liquidation of the underlying investments. Foreign currency transaction gains and losses are included in net earnings in the period they occur.
3. Short-term Investments
Nucor held $408.0 million of short-term investments as of December 31, 2020 ($300.0 million as of December 31, 2019). The
investments held as of December 31, 2020 and December 31, 2019 consisted mainly of several certificates of deposit (“CD’s”), commercial
paper and corporate bonds, which were classified as available-for-sale. Interest income on the CD’s and corporate bonds was recorded as
earned.
No realized or unrealized gains or losses were incurred in 2020, 2019 or 2018.
4. Accounts Receivable
An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of our customers to make required
payments. Accounts receivable are stated net of the allowance for doubtful accounts of $51.3 million at December 31, 2020 ($59.9 million at
December 31, 2019 and $62.1 million at December 31, 2018).
5. Inventories
Inventories consisted of approximately 42% raw materials and supplies and 58% finished and semi-finished products at
December 31, 2020 and 2019. Nucor’s manufacturing process consists of a continuous, vertically integrated process from which products
are sold to customers at various stages throughout the process. Since most steel products can be classified as either finished or semi-
finished products, these two categories of inventory are combined.
6. Leases
We lease certain equipment, office space and land. Leases with an initial term of 12 months or less are not recorded on the
consolidated balance sheet.
Most leases include one or more options to renew, with renewal terms that can extend the lease term from one to five years or more.
The exercise of lease renewal options is at our sole discretion and we consider these options in determining the lease term used to establish
our right-of-use assets and lease liabilities. Certain leases also include options to purchase the leased property. The depreciable life of
assets and leasehold improvements is limited by the expected lease term, unless there is a transfer of title or a purchase option reasonably
certain of exercise.
We determine that a contract contains a lease if the contract conveys the right to control the use of an identified asset for a period of
time in exchange for consideration. In evaluating whether we have the right to control the use of an identified asset, we assess whether or
not we have the right to control the use of the identified asset and to obtain substantially all of the economic benefit from the use of the
identified asset.
As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the
commencement date in determining the present value of lease payments.
Certain of our lease agreements include payments that adjust periodically for consumption of goods provided by the right-of-use asset
in excess of contractually determined minimum amounts and for inflation. These variable lease payments are not significant. Our lease
agreements do not contain any material residual value guarantees or material restrictive covenants.
58
Table of Contents
Supplemental statement of earnings information related to our leases is as follows (in thousands):
Operating lease cost
Operating lease cost
Total operating lease
cost
Finance lease cost:
Amortization of leased
assets
Interest on lease liabilities
Total finance lease cost
Total lease cost
Statement of Earnings Classification
Cost of products sold
Marketing, administrative and other
expenses
Cost of products sold
Interest expense, net
Supplemental cash flow information related to our leases is as follows (in thousands):
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases
Operating cash flows from finance leases
Financing cash flows from finance leases
Non-cash investing and financing activities:
Additions to right-of-use assets obtained from
Operating lease liabilities
Finance lease liabilities
Year Ended December 31,
2020
2019
$
20,959 $
3,060
24,019 $
9,735 $
10,551
20,286 $
44,305 $
Year Ended December 31,
2020
2019
23,836 $
10,551 $
9,541 $
21,539 $
14,373 $
$
$
$
$
$
$
$
$
$
21,275
2,196
23,471
9,810
11,335
21,145
44,616
23,155
11,335
9,134
11,941
11,406
Supplemental balance sheet information related to our leases is as follows (in thousands):
Balance Sheet Classification
2020
2019
December 31,
Assets:
Operating lease
Finance lease
Total leased
Liabilities:
Current operating
Current finance
Non-current operating
Non-current finance
Total leased
Other assets
Property, plant and equipment, net
Accrued expenses and other current
liabilities
Current portion of long-term debt and
finance lease obligations
Deferred credits and other liabilities
Long-term debt and finance lease
obligations due after one year
59
$
$
$
$
93,888 $
76,231
170,119 $
19,986 $
10,885
75,736
79,453
186,060 $
91,123
72,364
163,487
17,647
9,264
74,877
75,960
177,748
Table of Contents
Weighted-average remaining lease term and discount rate for our leases are as follows:
Weighted-average remaining lease term - operating leases
Weighted-average remaining lease term - finance leases
Weighted-average discount rate - operating leases
Weighted-average discount rate - finance leases
December 31, 2020
8.6 Years
10.9 Years
3.5%
26.0%
The reason for the substantial weighted-average discount rate – finance leases, of 26.0%, is due to Nucor’s past accounting for the
respective finance leases under the former accounting guidance for capital leases. Pursuant to the former lease accounting guidance, the
recognition of a capital lease asset and associated capital lease liability could not exceed the fair market value of the leased asset at the
lease commencement. Accordingly, the incremental borrowing rate was adjusted upward so that the present value of the minimum lease
payments would equal the fair value of the asset.
Maturities of lease liabilities by year for our leases were as follows as of December 31, 2020 (in thousands):
Maturities of lease liabilities, year ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total lease payments
Less imputed interest
Present value of lease liabilities
7. Property, Plant and Equipment
December 31,
Land and improvements, net
Buildings and improvements
Machinery and equipment
Proved oil and gas properties
Leasehold interest in unproved oil and gas properties
Construction in process and equipment deposits
Less accumulated depreciation
Operating Leases
Finance Leases
22,731 $
19,536
16,019
13,244
9,495
33,039
114,064 $
(18,342)
95,722 $
20,476
19,918
17,957
13,040
11,086
74,362
156,839
(66,501)
90,338
(in thousands)
2020
744,305
1,505,913
12,204,738
558,231
138,000
1,603,416
16,754,603
(9,855,493)
6,899,110
$
$
2019
719,736
1,413,690
11,630,179
558,123
165,000
1,108,054
15,594,782
(9,416,227)
6,178,555
$
$
$
$
$
The estimated useful lives primarily range from five to 25 years for land improvements, four to 40 years for buildings and
improvements and two to 15 years for machinery and equipment. The useful life for proved oil and gas properties is based on the unit-of-
production method and varies by well.
60
Table of Contents
Steel Mills Segment Asset Impairments
In 2019, Nucor recorded a non-cash impairment charge of $20.0 million related to certain property, plant and equipment at our plate
mill in Texas. This charge is included in losses and impairments of assets in the consolidated statement of earnings for the year ended
December 31, 2019.
In 2020, Nucor recorded non-cash impairment charges totaling $103.2 million related to certain inventory and long-lived assets, which
primarily related to our Castrip sheet mill operations. Due to the advancements in the capabilities at our new cold mill and galvanizing line we
have under construction at Nucor Steel Arkansas, we believe the value of the technology and process has diminished for Nucor. As such, the
existing Castrip assets are not expected to be materially utilized going forward. These charges are included in losses and impairments of
assets in the consolidated statement of earnings for the year ended December 31, 2020.
Raw Materials Segment Asset Impairments
In the third quarter of 2018, due to the deteriorating natural gas pricing environment at our sales point in the Piceance Basin, Nucor
determined a triggering event had occurred and performed an impairment analysis that resulted in $110.0 million of non-cash impairment
charges relating to two of its three groups (“fields”) of wells. In the fourth quarter of 2019, due to the deteriorating natural gas pricing
environment at our sales point in the Piceance Basin as well as the decreased performance of the natural gas well assets, Nucor determined
a triggering event had occurred and performed an impairment analysis on all three fields of wells. As a result of the fourth quarter of 2019
analysis, a $35.0 million non-cash impairment charge was recorded on the field of wells that was not previously impaired in the third quarter
of 2018. An increase in the estimated lease operating cost projections was the primary factor in causing this field of wells to be impaired. The
non-cash impairment charges are included in losses and impairments of assets in the consolidated statements of earnings for the years
ended December 31, 2019 and 2018.
One of the main assumptions that most significantly affects the undiscounted cash flows determination is management’s estimate of
future pricing of natural gas and natural gas liquids. The pricing used in the impairment assessments was developed by management based
on projected natural gas market supply and demand dynamics, in conjunction with a review of projections by market analysts. Management
also makes key estimates on the expected reserve levels and on the expected lease operating costs. The impairment assessments were
performed on each of Nucor’s three fields of wells, with each field defined by common geographic location. The combined carrying value of
the three fields of wells was $71.7 million at December 31, 2020 ($78.9 million at December 31, 2019).
Changes in the natural gas industry or a prolonged low-price environment beyond what had already been assumed in the
assessments could cause management to revise the natural gas and natural gas liquids price assumptions, the estimated reserves or the
estimated lease operating costs. Unfavorable revisions to these assumptions or estimates could possibly result in further impairment of some
or all of the fields of proved well assets.
In 2020, regulatory authorities in Colorado adopted new rules that became effective January 2021. One of these rules increases
drilling setback distances. In the fourth quarter of 2020, Nucor determined a triggering event had occurred, as we do not expect to be able to
access the full extent of the resources in the ground, and performed an impairment analysis. As a result, Nucor recorded a $27.0 million non-
cash impairment charge related to the write-down of our leasehold interest in unproved oil and gas properties. This charge is included in
losses and impairments of assets in the consolidated statement of earnings for the year ended December 31, 2020.
61
Table of Contents
8. Goodwill and Other Intangible Assets
The change in the net carrying amount of goodwill for the years ended December 31, 2020 and 2019 by segment is as follows:
Balance, December 31, 2018
Acquisitions
Translation
Balance, December 31, 2019
Acquisitions
Translation
Balance, December 31, 2020
Steel
Mills
591,986 $
—
—
591,986
20,484
—
612,470 $
$
$
(in thousands)
Steel
Products
Raw
Materials
862,773 $
12,623
4,104
879,500
(821)
8,946
887,625 $
729,577 $
—
—
729,577
—
—
729,577 $
Total
2,184,336
12,623
4,104
2,201,063
19,663
8,946
2,229,672
The majority of goodwill is not tax deductible.
Intangible assets with estimated useful lives of five to 22 years are amortized on a straight-line or accelerated basis and are
comprised of the following:
December 31, 2020
December 31, 2019
(in thousands)
Customer relationships
Trademarks and trade names
Other
$
$
Gross
Amount
1,421,962 $
162,365
63,822
1,648,149 $
Accumulated
Amortization
838,443 $
100,000
41,685
980,128 $
Gross
Amount
1,412,954 $
162,183
63,807
1,638,944 $
Accumulated
Amortization
767,532
92,258
36,968
896,758
Intangible asset amortization expense was $83.4 million in 2020 ($85.7 million in 2019 and $88.8 million in 2018). Annual
amortization expense is estimated to be $82.7 million in 2021, $81.1 million in 2022, $80.4 million in 2023, $79.6 million in 2024 and $78.6
million in 2025.
The Company completed its annual goodwill impairment testing as of the first day of the fourth quarter of each of 2020, 2019 and
2018 and concluded that as of each such date there was no impairment of goodwill for any of its reporting units.
The annual assessment performed in 2020 for one of the Company’s reporting units, Rebar Fabrication, used forward-looking
projections and included continued positive future cash flows. The fair value of this reporting unit exceeded its carrying value by
approximately 99% in the most recent assessment. The reporting unit’s profitability in 2020 significantly increased from 2019, and we
currently expect the reporting unit to be profitable in 2021. If our assessment of the relevant facts and circumstances changes, or the actual
performance of this reporting unit falls short of expected results, non-cash impairment charges may be required. Total goodwill associated
with the Rebar Fabrication reporting unit as of December 31, 2020 was $364.3 million. An impairment of goodwill may also lead us to record
an impairment of other intangible assets. Total finite-lived intangible assets associated with the Rebar Fabrication reporting unit as of
December 31, 2020 was $58.8 million.
The Company has continued to monitor one of its reporting units, Grating, for potential triggering events since the impairment
assessment performed in the third quarter of 2019. No triggering events occurred, so the Company completed its annual goodwill impairment
testing as of the first day of the fourth quarter of 2020. The fair value of the Grating reporting unit exceeded its carrying value by
approximately 88% in the most recent assessment. If our assessment of the relevant facts and circumstances changes, or the actual
performance of this reporting unit falls short of expected results, non-cash impairment charges may be required. As of December 31, 2020,
total goodwill associated with the Grating reporting unit was $37.0 million.
62
Table of Contents
There are no significant historical accumulated impairment charges, by segment or in the aggregate, related to goodwill.
9. Equity Investments
The carrying value of our equity investments in domestic and foreign companies was $520.0 million at December 31, 2020
($793.2 million at December 31, 2019), and is recorded in other assets in the consolidated balance sheets.
NuMit
Nucor owns a 50% economic and voting interest in NuMit LLC (“NuMit”). NuMit owns 100% of the equity interest in Steel
Technologies LLC, an operator of 26 sheet processing facilities located throughout the United States, Canada and Mexico. Nucor accounts
for its investment in NuMit (on a one-month lag basis) under the equity method, as control and risk of loss are shared equally between the
members of NuMit. Nucor’s investment in NuMit was $323.6 million at December 31, 2020 ($319.8 million at December 31, 2019). Nucor
received distributions of $9.5 million, $36.5 million and $29.2 million from NuMit during 2020, 2019 and 2018, respectively.
Duferdofin Nucor
Nucor previously owned a 50% interest in Duferdofin Nucor S.r.l. (“Duferdofin Nucor”), an Italian steel manufacturer, and accounted for
its investment (on a one-month lag basis) under the equity method, as control and risk of loss were shared equally between the members of
Duferdofin Nucor. In December 2020, Nucor closed on an agreement (the “Duferdofin Agreement”) to transfer its 50% interest in Duferdofin
Nucor to the owner of the remaining 50% interest, making Nucor’s investment in Duferdofin Nucor $0 at December 31, 2020 ($263.0 million
at December 31, 2019).
In conjunction with the consummation of the Duferdofin Agreement, Nucor forgave the previously fully reserved, outstanding note
receivable of €35.0 million ($37.8 million) from Duferdofin Nucor (€35.0 million, or $39.3 million, as of December 31, 2019), and Nucor was
released from the guarantee it previously provided with respect to Duferdofin Nucor’s borrowings under Facility A of the Structured Trade
Finance Facilities Agreement. The fair value of the guarantee was immaterial, and Nucor did not have a liability recorded associated with this
guarantee.
Nucor-JFE
Nucor owns a 50% economic and voting interest in Nucor-JFE Steel Mexico, S. de R.L. de C.V. (“Nucor-JFE”), a 50-50 joint venture
with JFE Steel Corporation of Japan, to build and operate a galvanized sheet steel plant in central Mexico. After delays caused by the
COVID-19 pandemic, Nucor- JFE resumed hot commissioning in early December 2020. Nucor accounts for its investment in Nucor-JFE (on
a one-month lag basis) under the equity method, as control and risk of loss are shared equally between the members of Nucor-JFE. Nucor’s
investment in Nucor-JFE was $147.1 million at December 31, 2020 ($163.2 million at December 31, 2019).
On January 16, 2019, Nucor entered into an agreement to guarantee a percentage, equal to its ownership percentage (50%), of
Nucor-JFE’s borrowings under the General Financing Agreement and Promissory Note (the “JFE Facility”). The fair value of the guarantee is
immaterial. Nucor’s guarantee expires on April 30, 2021. The maximum amount Nucor-JFE could borrow under the JFE Facility was
amended on December 15, 2020 to $90.0 million. The JFE Facility is uncommitted. As of December 31, 2020, there was $50.0 million
outstanding under the JFE Facility (none as of December 31, 2019). If Nucor-JFE fails to pay when due any amounts for which it is obligated
under the JFE Facility, Nucor could be required to pay 50% of such amounts pursuant to and in accordance with the terms of its guarantee.
Nucor has not recorded any liability associated with this guarantee.
Nucor-JFE has other credit facilities that Nucor has agreed to guarantee. The principal amount subject to guarantee by Nucor for
these other credit facilities was $25.0 million as of December 31, 2020 ($25.0 million as of December 31, 2019). The fair value of the
guarantees is immaterial. If Nucor-JFE fails to pay when due any amounts for which it is obligated under the other credit facilities, Nucor
could be required to pay such amounts pursuant to and in accordance with the terms of its guarantees. Nucor has not recorded any liability
associated with these guarantees.
63
Table of Contents
All Equity Investments
Nucor reviews its equity investments for impairment if and when circumstances indicate that a decline in fair value below their carrying
amounts may have occurred. Nucor determined that a triggering event occurred in the first quarter of 2020 with respect to its equity method
investment in Duferdofin Nucor due to adverse developments in the joint venture’s commercial outlook, which were exacerbated by the
COVID-19 pandemic, all of which negatively impacted the joint venture’s strategic direction. After completing its impairment assessment,
Nucor determined that the carrying amount exceeded its estimated fair value and the impairment condition was considered to be other than
temporary. Therefore, Nucor recorded a $250.0 million impairment charge in the first quarter of 2020. The assumptions that most
significantly affected the fair value determination included projected cash flows and the discount rate. The Company-specific inputs for
measuring fair value are considered “Level 3” or unobservable inputs that are not corroborated by market data under applicable fair value
authoritative guidance, as quoted market prices are not available.
Throughout 2020, additional capital contributions were made by the Company to Duferdofin Nucor that were immediately impaired.
These additional capital contributions resulted in $5.0 million, $6.6 million and $25.4 million impairment charges against our investment in
Duferdofin Nucor in the second, third and fourth quarters of 2020, respectively. Also, in the fourth quarter of 2020, Nucor reclassified into
earnings, $158.6 million of cumulative foreign currency translation losses on our investment in Duferdofin Nucor. In 2020, total impairment
charges, including the aforementioned note receivable, related to our investment in Duferdofin Nucor were approximately $483.5 million.
These non-cash impairment charges are included in the steel mills segment and in losses and impairments of assets in the consolidated
statement of earnings for the year ended December 31, 2020.
10. Current Liabilities
Book overdrafts, included in accounts payable in the consolidated balance sheets, were $210.5 million at December 31, 2020
($116.4 million at December 31, 2019). Dividends payable, included in accrued expenses and other current liabilities in the consolidated
balance sheets, were $123.9 million at December 31, 2020 ($122.9 million at December 31, 2019).
64
Table of Contents
11. Debt and Other Financing Arrangements
December 31,
Industrial revenue bonds due from 2022 to 2040*
Notes, 4.125%, due 2022
Notes, 4.000%, due 2023
Notes, 2.000%, due 2025
Notes, 3.950%, due 2028
Notes, 2.700%, due 2030
Notes, 6.400%, due 2037
Notes, 5.200%, due 2043
Notes, 4.400%, due 2048
Notes, 2.979%, due 2055
Finance lease obligations
Total long-term debt and finance lease obligations
Less premium on debt exchange
Less debt issuance costs
Total amounts outstanding
Less current maturities of long-term debt
Less current portion of finance lease obligations
Total long-term debt and finance lease obligations due after
one year
$
(in thousands)
2020
2019
1,153,240 $
600,000
500,000
500,000
500,000
500,000
543,331
338,133
329,219
439,317
90,338
5,493,578
180,045
30,859
5,282,674
—
10,885
1,010,600
600,000
500,000
—
500,000
—
650,000
500,000
500,000
—
85,224
4,345,824
—
25,259
4,320,565
20,000
9,264
$
5,271,789 $
4,291,301
*
The industrial revenue bonds had variable rates ranging from 0.16% to 0.19% at December 31, 2020 and 1.61% to 1.82% at
December 31, 2019.
Annual aggregate long-term debt maturities are: none in 2021, $601.0 million in 2022, $500.0 million in 2023, none in 2024, $500.0
million in 2025 and $3.80 billion thereafter.
In April 2018, Nucor issued $500.0 million of 3.950% Notes due 2028 and $500.0 million of 4.400% Notes due 2048. Net proceeds of
the issuances were $986.1 million, of which $500.0 million was used to repay the $500.0 million of 5.85% notes that matured June 1, 2018.
Costs of $11.9 million associated with the issuances have been capitalized and will be amortized over the lives of the notes.
During the second quarter of 2018, Nucor amended its $1.50 billion unsecured revolving credit facility to extend the maturity date from
April 2021 to April 2023. Costs associated with the amendment were immaterial. The unsecured revolving credit facility provides up to
$1.50 billion in revolving loans and allows up to $500.0 million in additional commitments at Nucor’s election in accordance with the terms set
forth in the credit agreement. Up to the equivalent of $850.0 million of the credit facility is available for foreign currency loans, up to
$100.0 million is available for the issuance of letters of credit and up to $500.0 million is available for the issuance of revolving loans for
Nucor subsidiaries in accordance with the terms set forth in the credit agreement. The credit facility provides for a pricing grid based upon the
credit rating of Nucor’s senior unsecured long-term debt and, alternatively, interest rates quoted by lenders in connection with competitive
bidding. The credit facility includes customary financial and other covenants, including a limit on the ratio of funded debt to total capital of
60%, a limit on Nucor’s ability to pledge the Company’s assets and a limit on consolidations, mergers and sales of assets. As of
December 31, 2020, Nucor’s funded debt to total capital ratio was 32%, and Nucor was in compliance with all covenants under the credit
facility. No borrowings were outstanding under the credit facility as of December 31, 2020 and 2019.
In May 2020, Nucor issued $500.0 million of 2.000% Notes due 2025 and $500.0 million of 2.700% Notes due 2030. Net proceeds of
the issuances were $989.4 million. Costs of $8.4 million associated with the issuances have been capitalized and will be amortized over the
life of the notes.
In July 2020, Nucor became an obligor with respect to $162.6 million in 40-year variable-rate Green Bonds to partially fund the capital
costs, in particular the expenditures associated with pollution
65
Table of Contents
prevention and control including waste recycling, associated with the construction of Nucor’s plate mill located in Brandenburg, Kentucky.
The net proceeds from the debt issuance are being held in a trust account pending disbursement for the construction of the facility.
In December 2020, Nucor exchanged $106.7 million of its 6.400% Notes due 2037, $161.9 million of its 5.200% Notes due 2043 and
$170.8 million of its 4.400% Notes due 2048 with holders of the existing notes for $439.3 million of its 2.979% Notes due 2055 and a cash
component of $180.3 million. This exchange transaction has been accounted for as a modification and, as such, the cash component of
$180.3 million has been capitalized as a reduction of long-term debt and is being amortized into interest expense over the life of the new
notes.
Harris Steel has credit facilities totaling approximately $19.6 million, with no outstanding borrowings at December 31, 2020 and 2019.
In addition, the business of Nucor Trading S.A. is financed by uncommitted trade credit arrangements with a number of European banking
institutions. As of December 31, 2020, Nucor Trading S.A. had outstanding borrowings of $57.9 million, which are presented in short-term
debt in the consolidated balance sheet ($62.4 million as of December 31, 2019).
Letters of credit totaling $63.3 million were outstanding as of December 31, 2020 ($28.0 million as of December 31, 2019), related to
certain obligations, including workers’ compensation, utilities deposits and credit arrangements by Nucor Trading S.A. for commitments to
purchase inventories.
12. Capital Stock
The par value of Nucor’s common stock is $0.40 per share and there are 800 million shares authorized. In addition, 250,000 shares of
preferred stock, par value $4.00 per share, are authorized, with preferences, rights and restrictions as may be fixed by the Board of Directors.
There are no shares of preferred stock issued or outstanding.
Dividends declared per share were $1.6125 in 2020 ($1.6025 per share in 2019 and $1.5400 per share in 2018).
The Company repurchased $39.5 million of its common stock in 2020 ($298.5 million in 2019 and $854.0 million in 2018).
66
Table of Contents
On September 6, 2018, the Company announced that the Board of Directors had approved a new share repurchase program under
which the Company is authorized to repurchase up to $2.00 billion of the Company’s common stock and terminated any previously
authorized share repurchase programs. Share repurchases will be made from time to time in the open market at prevailing market prices or
through private transactions or block trades. The timing and amount of repurchases will depend on market conditions, share price, applicable
legal requirements and other factors. The share repurchase authorization is discretionary and has no expiration date. At December 31, 2020,
the Company had approximately $1.16 billion available for share repurchases under the program.
13. Derivative Financial Instruments
The following tables summarize information regarding Nucor’s derivative financial instruments (in thousands):
Fair Value of Derivative Financial
Instruments
Liability derivatives designated
as hedging instruments:
Commodity contracts
Commodity contracts
Total liability derivatives
designated as hedging
instruments
Liability derivatives not designated
as hedging instruments:
Commodity contracts
Foreign exchange contracts
Total liability derivatives not
designated as hedging
instruments
Total liability derivatives
Consolidated Balance Sheet Location
2020
2019
Fair Value at
December 31,
Accrued expenses and other current liabilities
Deferred credits and other liabilities
$
(2,400) $
(3,800)
(7,200)
(11,200)
(6,200)
(18,400)
Accrued expenses and other current liabilities
Accrued expenses and other current liabilities
(5,685)
(2,476)
(1,118)
(81)
(8,161)
$
(14,361) $
(1,199)
(19,599)
The Effect of Derivative Financial Instruments on the Consolidated Statements of Earnings
Derivatives Designated as Hedging Instruments for the Year Ended December 31, (in thousands)
Derivatives in Cash Flow
Hedging Relationships
Earnings
Location
Statement of
Commodity contracts
Cost of products
sold
$
Amount of Gain or (Loss),
Net of Tax, Recognized
in OCI on Derivatives
(Effective Portion)
2019
2018
2020
Amount of Gain or
(Loss), Net of Tax,
Reclassified from
Accumulated OCI into
Earnings on Derivatives
(Effective Portion)
2019
2020
2018
Amount of Gain or (Loss),
Net of Tax, Recognized
in Earnings on Derivatives
(Ineffective Portion)
2019
2018
2020
2,084 $
(9,833) $
(3,568) $
(7,216) $
(2,333) $
132 $
— $
— $
—
Derivatives Not Designated as Hedging Instruments for the Year Ended December 31, (in thousands)
Derivatives Not Designated
as Hedging Instruments
Commodity contracts
Foreign exchange contracts
Total
Statement of Earnings
Location
Cost of products sold
Cost of products sold
Amount of Gain or (Loss)
Recognized in Earnings on
Derivatives
2019
2020
$
$
(8,829) $
(3,035)
(11,864) $
2,269 $
(59)
2,210 $
2018
14,572
3,609
18,181
At December 31, 2020, natural gas swaps covering approximately 22.4 million MMBTUs (extending through December 2022) were
outstanding.
67
Table of Contents
14. Fair Value Measurements
The following table summarizes information regarding Nucor’s financial assets and liabilities that are measured at fair value. Nucor
does not have any non-financial assets or liabilities that are measured at fair value on a recurring basis.
Description
As of December 31, 2020
Assets:
Cash equivalents
Short-term investments
Restricted cash and cash equivalents
Total assets
Liabilities:
Derivative contracts
As of December 31, 2019
Assets:
Cash equivalents
Short-term investments
Total assets
Liabilities:
Derivative contracts
(in thousands)
Fair Value Measurements at Reporting Date Using
Carrying
Amount in
Consolidated
Balance Sheets
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
$
$
$
$
$
$
2,186,820 $
408,004
115,258
2,710,082 $
2,186,820 $
408,004
115,258
2,710,082 $
— $
—
—
— $
(14,361) $
— $
(14,361) $
1,229,000 $
300,040
1,529,040 $
1,229,000 $
300,040
1,529,040 $
— $
—
— $
(19,599) $
— $
(19,599) $
—
—
—
—
—
—
—
—
—
Fair value measurements for Nucor’s cash equivalents, short-term investments and restricted cash and cash equivalents are
classified under Level 1 because such measurements are based on quoted market prices in active markets for identical assets. Fair value
measurements for Nucor’s derivatives, which are typically commodity or foreign exchange contracts, are classified under Level 2 because
such measurements are based on published market prices for similar assets or are estimated based on observable inputs such as interest
rates, yield curves, credit risks, spot and future commodity prices, and spot and future exchange rates. There were no transfers between
levels in the fair value hierarchy for the periods presented.
The fair value of short-term and long-term debt, including current maturities, was approximately $6.05 billion at December 31, 2020
(approximately $4.81 billion at December 31, 2019). The debt fair value estimates are classified under Level 2 because such estimates are
based on readily available market prices of our debt at December 31, 2020 and 2019, or similar debt with the same maturities, ratings and
interest rates.
Disclosures are required for certain assets and liabilities that are measured at fair value, but are recognized and disclosed on a
nonrecurring basis in periods subsequent to initial recognition. For Nucor, our equity investment in Duferdofin Nucor was measured at fair
value as a result of the impairment charges recorded in 2020 (see Note 9).
68
Table of Contents
15. Contingencies
Nucor is subject to environmental laws and regulations established by federal, state and local authorities and, accordingly, makes
provisions for the estimated costs of compliance. Of the undiscounted total of $16.0 million of accrued environmental costs at December 31,
2020 ($16.4 million at December 31, 2019), $5.6 million was classified in accrued expenses and other current liabilities ($4.1 million at
December 31, 2019) and $10.4 million was classified in deferred credits and other liabilities ($12.3 million at December 31, 2019). Inherent
uncertainties exist in these estimates primarily due to unknown conditions, evolving remediation technology and changing governmental
regulations, legal standards and enforcement priorities.
We are from time to time a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business.
With respect to all such lawsuits, claims and proceedings, we record reserves when it is probable a liability has been incurred and the
amount of loss can be reasonably estimated. We do not believe that any of these proceedings, individually or in the aggregate, would be
expected to have a material adverse effect on our results of operations, financial position or cash flows. Nucor maintains liability insurance
with self-insurance limits for certain risks.
16. Stock-Based Compensation
Overview
The Company maintains the Nucor Corporation 2014 Omnibus Incentive Compensation Plan (the “Omnibus Plan”) under which the
Company may award stock-based compensation to key employees, officers and non-employee directors. The Company’s stockholders
approved an amendment and restatement of the Omnibus Plan on May 14, 2020. The Omnibus Plan, as amended and restated, permits the
award of stock options, restricted stock units, restricted shares and other stock-based awards for up to 19.0 million shares of the Company’s
common stock. As of December 31, 2020, 7.8 million shares remained available for award under the Omnibus Plan.
The Company also maintains a number of inactive plans under which stock-based awards remain outstanding but no further awards
may be made. As of December 31, 2020, 0.7 million shares were reserved for issuance upon the future settlement of outstanding awards
under such inactive plans.
Stock Options
Stock options may be granted to Nucor’s key employees, officers and non-employee directors with exercise prices at 100% of the
market value on the date of the grant. The stock options granted are generally exercisable at the end of three years and have a term of 10
years.
A summary of activity under Nucor’s stock option plans is as follows (shares in thousands):
Year Ended December 31,
Number of shares under stock options:
Outstanding at beginning of year
Granted
Exercised
Canceled
Outstanding at end of year
Stock options exercisable at end of year
2020
Weighted-
Average
Exercise
2019
Weighted-
Average
Exercise
Shares
Price
Shares
Price
Shares
2018
Weighted-
Average
Exercise
Price
3,892 $
529 $
(266) $
(239) $
3,916 $
3,168 $
50.78
42.46
44.51
51.58
50.03
50.85
3,828 $
489 $
(425) $
— $
3,892 $
3,276 $
49.71
48.00
37.97
—
50.78
49.79
4,106 $
265 $
(543) $
— $
3,828 $
2,112 $
47.96
65.80
44.33
—
49.71
45.41
69
Table of Contents
The total intrinsic value of stock options (the amount by which the stock price exceeded the exercise price of the stock option on the
date of exercise) that were exercised during 2020 was $3.3 million ($7.7 million in 2019 and $12.6 million in 2018).
The following table summarizes information about stock options outstanding at December 31, 2020 (shares in thousands):
Options Outstanding
Options Exercisable
Range of
Exercise Prices
$35.00 - $45.00
$45.01 - $55.00
$55.01 - $65.00
$65.01 - $75.00
$35.00 - $75.00
Number
Outstanding
Weighted-
Average
Remaining
Contractual
Life
6.5 years $
5.4 years $
6.4 years $
7.4 years $
5.9 years $
839
2,178
650
249
3,916
Weighted-
Average
Exercise
Price
Number
Exercisable
Weighted-
Average
Exercise
Price
41.94
48.65
59.07
65.80
50.03
376 $
1,976 $
650 $
166 $
3,168 $
41.30
48.71
59.07
65.80
50.85
As of December 31, 2020, the total aggregate intrinsic value of stock options outstanding and stock options exercisable was
$19.3 million and $13.3 million, respectively.
The grant date fair value of stock options granted was $7.56 per share in 2020 ($8.69 per share in 2019 and $15.07 per share in
2018). The fair value was estimated using the Black-Scholes options pricing model with the following assumptions:
Exercise price
Expected dividend yield
Expected stock price volatility
Risk-free interest rate
Expected life (in years)
2020
2019
2018
$42.46
3.79%
30.12%
0.50%
6.5
$48.00
3.33%
25.57%
2.03%
6.5
$65.80
2.31%
25.28%
2.85%
6.5
Stock options granted to employees who are eligible for retirement on the date of grant are expensed immediately since these awards
vest upon retirement from the Company. Retirement, for purposes of vesting in these stock options, means termination of employment after
satisfying age and years of service requirements. Similarly, stock options granted to employees who will become retirement-eligible prior to
the end of the vesting term are expensed over the period through which the employee will become retirement-eligible. Compensation
expense for stock options granted to employees who will not become retirement-eligible prior to the end of the vesting term is recognized on
a straight-line basis over the vesting period. Compensation expense for stock options was $2.7 million in 2020 ($4.7 million in 2019 and
$4.6 million in 2018). As of December 31, 2020, unrecognized compensation expense related to stock options was $2.5 million, which is
expected to be recognized over a weighted-average period of 2.2 years.
Restricted Stock Units
Nucor annually grants restricted stock units (“RSUs”) to key employees, officers and non-employee directors. The RSUs granted to
key employees and officers vest and are converted to common stock in three equal installments on each of the first three anniversaries of the
grant date provided that a portion of the RSUs awarded to an officer prior to 2018 vest only upon the officer’s retirement. Retirement, for
purposes of vesting in these RSUs only, means termination of employment with approval of the Compensation and Executive Development
Committee of the Board of Directors after satisfying age and years of service requirements. RSUs granted to a non-employee director are
fully vested on the grant
70
Table of Contents
date and are payable to the non-employee director in the form of common stock after the termination of the director’s service on the Board of
Directors.
RSUs granted to employees who are eligible for retirement on the date of grant are expensed immediately, and RSUs granted to
employees who will become retirement-eligible prior to the end of the vesting term are expensed over the period through which the employee
will become retirement-eligible since these awards vest upon retirement from the Company. Compensation expense for RSUs granted to
employees who will not become retirement-eligible prior to the end of the vesting term is recognized on a straight-line basis over the vesting
period.
Cash dividend equivalents are paid to holders of RSUs each quarter. Dividend equivalents paid on RSUs expected to vest are
recognized as a reduction in retained earnings.
The fair value of an RSU is determined based on the closing price of Nucor’s common stock on the date of the grant.
A summary of Nucor’s RSU activity is as follows (shares in thousands):
Year Ended December 31,
Restricted stock units:
Unvested at beginning of year
Granted
Vested
Canceled
Unvested at end of year
2020
2019
2018
Shares
Grant Date
Fair Value
Shares
Grant Date
Fair Value
Shares
Grant Date
Fair Value
1,776
1,246
(1,166)
(26)
1,830
$52.60
$42.46
$50.10
$49.75
$47.33
1,246
1,770
(1,207)
(33)
1,776
$59.09
$48.00
$52.43
$57.09
$52.60
1,071
1,013
(827)
(11)
1,246
$52.62
$65.80
$58.98
$55.02
$59.09
Compensation expense for RSUs was $58.6 million in 2020 ($69.1 million in 2019 and $54.3 million in 2018). The total fair value of
shares vested during 2020 was $49.8 million ($58.8 million in 2019 and $54.4 million in 2018). As of December 31, 2020, unrecognized
compensation expense related to unvested RSUs was $53.7 million, which is expected to be recognized over a weighted-average period of
1.3 years.
Restricted Stock Awards
Prior to their expiration effective December 31, 2017, the Nucor Corporation Senior Officers Long-Term Incentive Plan and the Nucor
Corporation Senior Officers Annual Incentive Plan authorized the award of shares of common stock to officers subject to certain conditions
and restrictions. Effective January 1, 2018, the Company adopted supplements to the Omnibus Plan with terms that permit the award of
shares of common stock to officers subject to the conditions and restrictions described below, which are substantially similar to those of the
expired Senior Officers Long-Term Incentive Plan and Senior Officers Annual Incentive Plan. The expired Senior Officers Long-Term
Incentive Plan, together with the applicable supplement, is referred to below as the “LTIP,” and the expired Senior Officers Annual Incentive
Plan, together with the applicable supplement, is referred to below as the “AIP.”
The LTIP provides for the award of shares of restricted common stock at the end of each LTIP performance measurement period at
no cost to officers if certain financial performance goals are met during the period. One-third of the LTIP restricted stock award vests upon
each of the first three anniversaries of the award date or, if earlier, upon the officer’s attainment of age 55 while employed by Nucor. Although
participants are entitled to cash dividends and may vote such awarded shares, the sale or transfer of such shares is limited during the
restricted period.
71
Table of Contents
The AIP provides for the payment of annual cash incentive awards. An AIP participant may elect, however, to defer payment of up to
one-half of an AIP award. In such event, the deferred AIP award is converted into common stock units and credited with a deferral incentive,
in the form of additional common stock units, equal to 25% of the number of common stock units attributable to the deferred AIP award.
Common stock units attributable to deferred AIP awards are fully vested. Common stock units credited as a deferral incentive vest upon the
AIP participant’s attainment of age 55 while employed by Nucor. Vested common stock units are paid to AIP participants in the form of shares
of common stock following their termination of employment with Nucor.
A summary of Nucor’s restricted stock activity under the AIP and the LTIP is as follows (shares in thousands):
Year Ended December 31,
Restricted stock units and restricted stock
awards:
Unvested at beginning of year
Granted
Vested
Canceled
Unvested at end of year
2020
Grant Date
Fair Value
Shares
2019
Grant Date
Fair Value
Shares
2018
Grant Date
Shares
Fair Value
147 $
348 $
(368) $
— $
127 $
60.81
36.15
41.22
—
49.94
130 $
316 $
(299) $
— $
147 $
62.97
58.04
58.82
—
60.81
91 $
256 $
(217) $
— $
130 $
54.50
67.68
64.95
—
62.97
Compensation expense for common stock and common stock units awarded under the AIP and the LTIP is recorded over the
performance measurement and vesting periods based on the anticipated number and market value of shares of common stock and common
stock units to be awarded. Compensation expense for anticipated awards based upon Nucor’s financial performance, exclusive of amounts
payable in cash, was $12.5 million in 2020 ($16.6 million in 2019 and $14.6 million in 2018). The total fair value of shares vested during 2020
was $13.5 million ($17.3 million in 2019 and $14.7 million in 2018). As of December 31, 2020, unrecognized compensation expense related
to unvested restricted stock awards was $1.2 million, which is expected to be recognized over a weighted-average period of 1.5 years.
17. Employee Benefit Plans
Nucor makes contributions to a Profit Sharing and Retirement Savings Plan for qualified employees based on the profitability of the
Company. Nucor’s expense for these benefits totaled $86.6 million in 2020 ($181.4 million in 2019 and $307.9 million in 2018). The related
liability for these benefits is included in salaries, wages and related accruals in the consolidated balance sheets.
Nucor also has a medical plan covering certain eligible early retirees. The unfunded obligation, included in deferred credits and other
liabilities in the consolidated balance sheets, totaled $28.2 million at December 31, 2020 ($27.0 million at December 31, 2019). The expense
associated with this early retiree medical plan totaled $2.5 million in 2020 ($2.0 million in 2019 and $2.1 million in 2018). The discount rate
used by Nucor in determining its benefit obligation was 2.40% in 2020 (3.23% in 2019 and 4.24% in 2018). The health care cost increase
trend rate used was 5.7% in 2020 (6.0% in 2019 and 6.3% in 2018). The health care cost increase trend rate is projected to decline gradually
to 4.5% by 2037.
72
Table of Contents
18. Interest Expense (Income)
The components of net interest expense are as follows (in thousands):
Interest expense
Interest income
Interest expense, net
2020
Year Ended December 31,
2019
166,613
(13,415)
153,198
$
$
157,358
(35,933)
121,425
$
$
$
$
2018
161,256
(25,721)
135,535
Interest paid was $181.2 million in 2020 ($172.6 million in 2019 and $165.7 million in 2018).
19. Income Taxes
Components of earnings before income taxes and noncontrolling interests are as follows (in thousands):
United States
Foreign
The provision for income taxes consists of the following (in thousands):
Current:
Federal
State
Foreign
Total current
Deferred:
Federal
State
Foreign
Total deferred
Total provision for income taxes
73
2020
1,215,909 $
(380,371)
835,538 $
Year Ended December 31,
2019
1,806,704 $
(23,897)
1,782,807 $
$
$
2018
3,160,111
69,280
3,229,391
2020
Year Ended December 31,
2019
2018
$
$
(177,159) $
(4,298)
18,131
(163,326)
177,035
(25,500)
11,301
162,836
(490) $
241,074 $
62,685
8,981
312,740
101,946
8,013
(10,802)
99,157
411,897 $
633,868
96,622
14,800
745,290
4,953
6,847
(8,783)
3,017
748,307
Table of Contents
A reconciliation of the federal statutory tax rate (21%) to the total provision is as follows:
Taxes computed at statutory rate
State income taxes, net of federal income tax benefit
Federal research credit
Equity in losses of foreign joint venture
Impairment on investment in foreign joint venture
Tax loss on investment in foreign joint venture
Foreign rate differential
Noncontrolling interests
Tax Reform Act
CARES Act NOL carryback
Other, net
Provision for income taxes
2020
Year Ended December 31,
2019
2018
21.00%
-3.36%
-0.79%
0.64%
11.20%
-22.73%
1.15%
-2.88%
—
-5.77%
1.49%
-0.06%
21.00%
3.16%
-0.34%
0.19%
—
—
—
-1.18%
—
—
0.27%
23.10%
21.00%
2.52%
-0.14%
0.08%
—
—
-0.07%
-0.78%
0.18%
—
0.38%
23.17%
For the year ended December 31, 2020, the effective tax rate on continuing operations decreased 23.16% versus the prior year to
-0.06%. The decrease in the effective tax rate was primarily due to a net tax benefit of $201.9 million (-24.16%) for a tax loss on our
investment in Duferdofin Nucor, a net tax benefit of $45.2 million (-5.41%, included in the State income taxes, net of federal income tax
benefit line) for state tax credits, and a federal tax benefit of $48.2 million (-5.77%, included in the CARES Act NOL carryback line) for the
carryback of a federal tax net operating loss (an “NOL”) under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”).
These benefits were all recognized in 2020 and were somewhat offset by the rate impact (11.2%) of financial statement impairments of
$445.6 million which did not affect the provision for income taxes. The total benefit for the tax loss on our investment in Duferdofin Nucor is
reflected on the Tax loss on investment in foreign joint venture line (-22.73%) and the State income taxes, net of federal income tax benefit
line (-1.43%). The CARES Act allows for an NOL generated in 2020 to be carried back to taxable years where the federal income tax rate
was 35%. The difference in the tax rate in 2020 and tax years before the enactment of the Tax Cuts and Jobs Act of 2017 is the main driver
of the federal tax NOL benefit in 2020, but this is somewhat offset by the partial loss of the domestic manufacturing deduction in the
carryback year.
The 2018 effective tax rate included the write-off of $21.3 million (0.66%, included in the Other, net line for 2018) of deferred tax
assets due to the change in the tax status of a subsidiary in 2018.
74
Table of Contents
Deferred tax assets and liabilities resulted from the following (in thousands):
Deferred tax assets:
Accrued liabilities and reserves
Allowance for doubtful accounts
Inventory
Post-retirement benefits
Commodity hedges
Net operating loss carryforward
Tax credit carryforwards
Other deferred tax assets
Valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Holdbacks and amounts not due under contracts
Intangibles
Property, plant and equipment
Book/Tax differences on debt modifications
Total deferred tax liabilities
Total net deferred tax liabilities
December 31,
2020
2019
$
$
171,998 $
16,434
62,755
12,714
4,033
63,952
187,267
10,674
(207,653)
322,174
(14,051)
(177,061)
(680,688)
(46,813)
(918,613)
(596,439) $
146,658
18,479
79,363
10,288
5,164
59,083
164,132
8,508
(192,295)
299,380
(12,930)
(171,531)
(545,890)
-
(730,351)
(430,971)
Non-current deferred tax liabilities included in deferred credits and other liabilities in the consolidated balance sheets were $596.4
million at December 31, 2020 ($431.0 million at December 31, 2019). Current federal and state income taxes receivable included in other
current assets in the consolidated balance sheets were $456.1 million at December 31, 2020 ($240.8 million at December 31, 2019). Nucor
paid $50.3 million in net federal, state and foreign income taxes in 2020 ($525.2 million and $561.1 million in 2019 and 2018, respectively).
Nucor has not recognized deferred tax liabilities on its investment in foreign subsidiaries with undistributed earnings that satisfy the
permanent reinvestment requirements (the deferred tax liabilities on the investments not permanently reinvested are immaterial). While
Nucor considers future earnings to be permanently reinvested, it is expected that potential future distributions will likely be of a nontaxable
manner. If this assertion of permanent reinvestment were to change, there may be deferred tax liabilities related to the withholding tax
impacts on the actual distribution of certain cumulative undistributed foreign earnings, but the Company believes this amount to be
immaterial.
State NOL carryforwards were $1.41 billion at December 31, 2020 ($681.8 million at December 31, 2019). If unused, they will expire
between 2021 and 2040. Foreign NOL carryforwards were $142.3 million at December 31, 2020 ($149.8 million at December 31, 2019). If
unused, the foreign NOL carryforwards will expire between 2021 and 2040.
At December 31, 2020, Nucor had approximately $48.0 million of unrecognized tax benefits, of which $47.3 million would affect
Nucor's effective tax rate, if recognized. At December 31, 2019, Nucor had approximately $50.9 million of unrecognized tax benefits, of which
$50.2 million would affect Nucor's effective tax rate, if recognized.
75
Table of Contents
A reconciliation of the beginning and ending amounts of unrecognized tax benefits recorded in deferred credits and other liabilities in
the consolidated balance sheets is as follows (in thousands):
Balance at beginning of year
Additions based on tax positions related to current year
Reductions based on tax positions related to
current year
Additions based on tax positions related to prior years
Reductions based on tax positions related to
prior years
Reductions due to settlements with taxing authorities
Reductions due to statute of limitations lapse
Balance at end of year
$
$
2020
50,920 $
4,138
December 31,
2019
2018
48,605 $
9,272
—
2,106
(2,863)
(1,514)
(4,686)
50,920 $
48,845
16,424
—
199
(8,198)
(2,160)
(6,505)
48,605
—
223
—
—
(7,316)
47,965 $
We estimate that in the next 12 months, our gross uncertain tax positions, exclusive of interest, could decrease by as much as
$7.3 million, as a result of the expiration of the applicable statute of limitations.
During 2020, Nucor recognized $0.1 million of expense in interest and penalties ($0.7 million of expense in 2019 and $4.0 million of
benefit in 2018). The interest and penalties are included in interest expense, net and marketing, administrative and other expenses,
respectively, in the consolidated statements of earnings. As of December 31, 2020, Nucor had approximately $12.0 million of accrued
interest and penalties related to uncertain tax positions (approximately $11.9 million at December 31, 2019). The accrued interest and
penalties are included in accrued expenses and other current liabilities and deferred credits and other liabilities, respectively, in the
consolidated balance sheets.
Nucor has concluded U.S. federal income tax matters for tax years through 2014 and for tax year 2016. The tax years 2015 and 2017
through 2019 remain open to examination by the Internal Revenue Service. The 2015 Canadian income tax returns for Harris Steel Group
Inc. and certain related affiliates are currently under examination by the Canada Revenue Agency. The tax years 2014 through 2019 remain
open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada and other state and local jurisdictions).
20. Accumulated Other Comprehensive Income (Loss)
The following tables reflect the changes in accumulated other comprehensive income (loss) by component (in thousands):
December 31, 2019
Other comprehensive income
(loss) before reclassifications
Amounts reclassified from
accumulated other
comprehensive income
(loss) into earnings (1)
Net current-period other
comprehensive income (loss)
December 31, 2020
Gains and (Losses) on
Hedging Derivatives
$
(14,000) $
Foreign Currency
Gains (Losses)
Adjustment to Early
Retiree Medical Plan
(296,773) $
7,807 $
Total
(302,966)
2,084
17,306
(1,213)
18,177
7,216
158,640
72
165,928
$
9,300
(4,700) $
175,946
(120,827) $
(1,141)
6,666 $
184,105
(118,861)
76
Table of Contents
(1)
Includes $7,216 and $72 net-of-tax impact of accumulated other comprehensive income reclassifications into cost of products sold for net losses on
commodity contracts and adjustment to early retiree medical plan, respectively. The tax impacts of these reclassifications were $2,500 and $17,
respectively. Also includes a $158.6 million reclassification of cumulative foreign currency translation losses into losses and impairments of assets, of
which there was no tax impact.
December 31, 2018
Other comprehensive income
(loss) before reclassifications
Amounts reclassified from
accumulated other
comprehensive income
(loss) into earnings (2)
Net current-period other
comprehensive income (loss)
Other
December 31, 2019
Gains and (Losses) on
Hedging Derivatives
$
(6,500) $
Foreign Currency
Gains (Losses)
Adjustment to Early
Retiree Medical Plan
(304,646) $
7,013 $
Total
(304,133)
(9,833)
7,873
(1,148)
(3,108)
2,333
—
57
2,390
(7,500)
—
(14,000) $
7,873
—
(296,773) $
(1,091)
1,885
7,807 $
(718)
1,885
(302,966)
$
(2)
Includes $2,333 and $57 net-of-tax impact of accumulated other comprehensive income reclassifications into cost of products sold for net losses on
commodity contracts and adjustment to early retiree medical plan, respectively. The tax impacts of these reclassifications were $700 and $49,
respectively.
In December 2020, Nucor closed on an agreement to transfer its 50% interest in Duferdofin Nucor to the owner of the remaining 50%
interest. As a result, $158.6 million of cumulative foreign currency translation losses related to our investment was reclassified into earnings
in the fourth quarter. The non-cash charge is included in the steel mills segment and in losses and impairments of assets in the consolidated
statement of earnings for the year ended December 31, 2020.
21. Earnings Per Share
The computations of basic and diluted net earnings per share are as follows (in thousands, except per share data):
Year Ended December 31,
Basic net earnings per share:
Basic net earnings
Earnings allocated to participating securities
Net earnings available to common stockholders
Basic average shares outstanding
Basic net earnings per share
Diluted net earnings per share:
Diluted net earnings
Earnings allocated to participating securities
Net earnings available to common stockholders
Diluted average shares outstanding:
Basic average shares outstanding
Dilutive effect of stock options and other
Diluted net earnings per share
2020
2019
2018
721,470 $
(4,356)
717,114 $
303,168
2.37 $
1,271,143 $
(7,035)
1,264,108 $
305,040
4.14 $
721,470 $
(4,359)
717,111 $
1,271,143 $
(7,034)
1,264,109 $
303,168
103
303,271
2.36 $
305,040
463
305,503
4.14 $
2,360,767
(9,344)
2,351,423
315,858
7.44
2,360,767
(9,317)
2,351,450
315,858
875
316,733
7.42
$
$
$
$
$
$
77
Table of Contents
The following stock options were excluded from the computation of diluted net earnings per share because their effect would have
been anti-dilutive (shares in thousands):
Year Ended December 31,
Anti-dilutive stock options:
Weighted-average shares
Weighted-average exercise price
22. Segments
2020
2019
2018
$
2,972
51.87 $
963
60.92 $
156
65.80
Nucor reports its results in the following segments: steel mills, steel products and raw materials. The steel mills segment includes
carbon and alloy steel in sheet, bars, structural and plate; steel trading businesses; rebar distribution businesses; and Nucor’s equity method
investments in Duferdofin Nucor (which was exited in the fourth quarter of 2020), NuMit and Nucor-JFE. The steel products segment includes
steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, precision castings, steel fasteners, metal
building systems, steel grating, tubular products businesses, piling products business, and wire and wire mesh. The raw materials segment
includes The David J. Joseph Company and its affiliates, primarily a scrap broker and processor; Nu-Iron Unlimited and Nucor Steel
Louisiana LLC, two facilities that produce direct reduced iron used by the steel mills; and our natural gas production operations.
Net interest expense on long-term debt, charges and credits associated with changes in allowances to eliminate intercompany profit
in inventory, profit sharing expense and stock-based compensation are shown under Corporate/eliminations. Corporate assets primarily
include cash and cash equivalents, short-term investments, restricted cash and cash equivalents, allowances to eliminate intercompany profit
in inventory, deferred income tax assets, federal and state income taxes receivable and investments in and advances to affiliates.
78
Table of Contents
Nucor’s results by segment are as follows (in thousands):
Net sales to external customers:
Steel mills
Steel products
Raw materials
Intercompany sales:
Steel mills
Steel products
Raw materials
Corporate/eliminations
Depreciation expense:
Steel mills
Steel products
Raw materials
Corporate
Amortization expense:
Steel mills
Steel products
Raw materials
Earnings (loss) before income taxes and noncontrolling
interests:
Steel mills
Steel products
Raw materials
Corporate/eliminations
Segment assets:
Steel mills
Steel products
Raw materials
Corporate/eliminations
Capital expenditures:
Steel mills
Steel products
Raw materials
Corporate
79
2020
Year Ended December 31,
2019
2018
12,109,307 $
6,623,068
1,407,283
20,139,658 $
13,933,950 $
6,990,064
1,664,844
22,588,858 $
16,245,218
6,796,501
2,025,560
25,067,279
3,036,790 $
248,477
8,153,841
(11,439,108)
— $
3,304,437 $
233,728
8,784,397
(12,322,562)
— $
3,924,160
207,003
11,460,645
(15,591,808)
—
449,290 $
93,184
150,474
9,163
702,110 $
7,334 $
47,773
28,249
83,356 $
401,609 $
85,276
151,124
10,902
648,911 $
8,624 $
49,914
27,204
85,742 $
378,146
80,681
161,666
10,386
630,879
9,400
51,997
27,361
88,758
720,151 $
690,547
23,621
(598,781)
835,538 $
1,790,694 $
511,145
(28,244)
(490,788)
1,782,807 $
3,500,085
467,105
236,241
(974,040)
3,229,391
9,708,260 $
4,461,042
3,324,489
2,631,603
20,125,394 $
9,283,216 $
4,610,628
3,316,479
1,134,343
18,344,666 $
9,244,086
4,734,636
3,492,126
449,740
17,920,588
1,238,132 $
135,511
125,213
28,259
1,527,116 $
1,133,089 $
93,848
244,818
40,315
1,512,070 $
720,310
88,585
169,926
18,435
997,256
$
$
$
$
$
$
$
$
$
$
$
$
$
$
Table of Contents
Net sales by product were as follows (in thousands). Further product group breakdown is impracticable.
Net sales to external customers:
Sheet
Bar
Structural
Plate
Tubular Products
Rebar Fabrication
Other Steel Products
Raw Materials
23. Revenue
2020
Year Ended December 31,
2019
2018
$
$
5,450,507 $
3,821,158
1,526,283
1,311,360
1,113,582
1,708,442
3,801,045
1,407,283
20,139,658 $
6,450,506 $
4,106,640
1,573,248
1,803,556
1,207,398
1,666,445
4,116,221
1,664,844
22,588,858 $
7,571,765
4,709,292
1,830,476
2,133,685
1,347,577
1,496,194
3,952,730
2,025,560
25,067,279
Revenue is recognized when obligations under the terms of contracts with our customers are satisfied; generally, this occurs upon
shipment or when control is transferred. Revenue is measured as the amount of consideration expected to be received in exchange for
transferring the goods. In addition, revenue is deferred when cash payments are received or due in advance of performance.
The durations of Nucor’s contracts with customers are generally one year or less. Customer payment terms are generally 30 days.
Contract liabilities are primarily related to deferred revenue resulting from cash payments received in advance from customers to
protect against credit risk. Contract liabilities totaled $120.2 million as of December 31, 2020 ($108.6 million as of December 31, 2019), and
are included in accrued expenses and other current liabilities in the consolidated balance sheets. The amount of revenue reclassified from
the December 31, 2019 contract liabilities balance during 2020 was approximately $80.5 million.
Nucor disaggregates its revenues by major source in the same manner as presented in the net sales by product table in the segment
footnote (see Note 22).
Steel Mills Segment
Sheet – For the majority of sheet products, we transfer control and recognize a sale when we ship the product from the sheet mill to
our customer. The amount of consideration we receive and revenue we recognize for spot market sales are based upon prevailing prices at
the time of sale. The amount of consideration we receive and revenue we recognize for contract customers are based primarily on pricing
formulas that incorporate monthly or quarterly price adjustments which reflect changes in the current market-based indices and/or raw
material costs near the time of shipment.
The amount of tons sold to contract customers at any given time depends on a variety of factors, including our consideration of
current and future market conditions, our strategy to appropriately balance spot and contract tons in a manner to meet our customers’
requirements while considering the expected profitability, our desire to sustain a diversified customer base and our end-use customers’
perceptions about future market conditions. These contracts are typically one year or less. Contract sales within the steel mills segment are
most notable in our sheet operations, as it is common for contract sales to account for the majority of sheet sales in a given year.
Bar, Structural and Plate – For the majority of bar, structural and plate products, we transfer control and recognize a sale when we
ship the product from the mill to our customer. The significant majority of
80
Table of Contents
bar, structural and plate product sales are spot market sales, and the amount of consideration we receive and revenue we recognize for
those sales are based upon prevailing prices at the time of sale.
Steel Products Segment
Tubular Products – The tubular products businesses transfer control and recognize a sale when the products are shipped from our
operating locations to our customers. The significant majority of tubular product sales are spot market sales, and the amount of consideration
we receive and revenue we recognize for those sales are based upon prevailing prices at the time of sale.
Rebar Fabrication – The majority of revenue relates to revenue from contracts with customers for the supply of fabricated rebar. As
the majority of contracts with customers are fixed price contracts to complete a job, control transfers over time and revenue is recognized (if
collection is reasonably assured) over time using an input method, based on the amount of rebar shipped from the Company’s operating
locations relative to the total expected amount of rebar required to complete the job.
For contracts to supply fabricated rebar and install it at the customer’s job site, there are two performance obligations: (1) the supply
of the fabricated rebar and (2) the installation of the supplied rebar at the customer’s job site. For the supply of fabricated rebar performance
obligation, the transaction price allocated to this performance obligation is determined at the start of the contract, based on the awarded
contract price for the supplied fabricated rebar and revenue is recognized over time based on the amount of rebar shipped from the
Company’s operating locations relative to the total expected amount of rebar required to complete the job. For the installation of supplied
rebar performance obligation, the transaction price allocated to this performance obligation is determined at the start of the contract, based
on the awarded contract price for the installation of fabricated rebar and revenue is recognized over time based on the amount of rebar
installed relative to the total expected amount of rebar required to be installed to complete the job.
While a majority of the contracts with customers are fixed price contracts to complete a job, variable consideration can occur from
contract modifications relating to change orders and price escalations caused by changes in underlying material costs. In these situations,
the additional variable consideration is recognized cumulatively in the period in which the contract modification is approved, and collection is
reasonably assured unless the change order relates to additional distinct goods or services at standalone selling prices in which case they
are accounted for prospectively. Management reviews these situations on a case-by-case basis and considers a variety of factors, including
relevant experience with similar types of performance obligations, the Company’s experience with the customer and collectability
considerations.
Other Steel Products – Other steel products include our joist, deck, cold finish, metal building systems, piling and the other remaining
businesses that comprise the steel products segment. Generally, for these businesses, we transfer control and recognize a sale when we
ship the product from our operating locations to our customers. The amount of consideration we receive and revenue we recognize for those
sales are agreed upon with the customers before the product is shipped.
Raw Materials Segment
The majority of the raw materials segment revenue from outside customers is generated by The David J. Joseph Company and its
affiliates. We transfer control and recognize a sale based on the terms of the agreement with the customer, which is generally when the
product has met the delivery requirements. The amount of consideration we receive and revenue we recognize for those sales is based on
the contract with the customer, which generally reflects current market prices at the time the contract is entered into.
81
Table of Contents
24. Restricted Cash and Cash Equivalents
As of December 31, 2020, restricted cash and cash equivalents totaled $115.3 million, and primarily consisted of net proceeds from
the issuance of $162.6 million in 40-year variable-rate Green Bonds in July 2020. The restricted cash and cash equivalents related to the
debt issuance are held in a trust account and are to be used to partially fund the capital costs, in particular the expenditures associated with
pollution prevention and control including waste recycling, associated with the construction of Nucor’s new plate mill located in Brandenburg,
Kentucky. Funds are disbursed from the trust account as qualified expenditures for the construction of the Brandenburg facility are made
($47.3 million during 2020). Interest earned on funds held in the trust account is subject to the same usage requirements as the bond
proceeds principle. Since the restricted cash and interest and dividends must be used for the construction of the Brandenburg facility and
relate to a long-term liability, the entire balance has been classified as a non-current asset.
25. Quarterly Information (Unaudited)
Net sales
Gross margin
Net earnings (1)
Net earnings attributable to Nucor
stockholders (1)
Net earnings per share:
Basic
Diluted
Net sales
Gross margin (2)
Net earnings (2)
Net earnings attributable to Nucor
stockholders (2)
Net earnings per share:
Basic
Diluted
(in thousands, except per share data)
Year Ended December 31, 2020
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
5,624,337 $
629,268
54,379
4,327,306 $
377,959
133,153
4,927,960 $
502,195
222,630
5,260,055
718,528
425,866
20,331
108,881
193,415
398,843
0.07 $
0.07 $
0.36 $
0.36 $
0.63 $
0.63 $
1.31
1.30
$
$
$
(in thousands, except per share data)
Year Ended December 31, 2019
First Quarter
Second Quarter
Third Quarter
Fourth Quarter
$
6,096,624 $
895,892
530,793
5,895,986 $
775,494
412,277
5,464,502 $
572,511
293,587
5,131,746
435,188
134,253
501,806
386,483
275,031
107,823
$
$
1.63 $
1.63 $
1.26 $
1.26 $
0.90 $
0.90 $
0.35
0.35
(1)
(2)
First quarter results include losses on assets of $287.8 million related to our investment in Duferdofin Nucor. Third quarter results include a
restructuring charge of $16.4 million related to the realignment of Nucor’s metal buildings business. Fourth quarter results include non-cash impairment
charges totaling $130.2 million related to impairments of certain inventory and long-lived assets in the steel mills segment ($103.2 million) and the
write-down of our unproved natural gas well assets in the raw materials segment ($27.0 million). Also included in fourth quarter results were losses on
assets of $184.0 million related to the Duferdofin Agreement, a $201.9 million tax benefit related to our investment in Duferdofin Nucor, a $39.7 million
net benefit related to state tax credits and a net benefit of $48.2 million for the CARES Act carryback provision.
First quarter results include a benefit of $33.7 million related to the gain on the sale of an equity method investment in the raw materials segment.
Fourth quarter results include non-cash impairment charges totaling $66.9 million related to an impairment of our proved producing natural gas well
assets in the raw materials segment ($35.0 million), certain property, plant and equipment in the steel mills segment ($20.0 million) and the write-down
of certain intangible assets in the steel products segment ($11.9 million).
82
Table of Contents
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
Evaluation of Disclosure Controls and Procedures – As of the end of the period covered by this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based
upon that evaluation, the Chief Executive Officer and 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, 2020 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, 2020 are included in “Item 8.
Financial Statements and Supplementary Data,” and incorporated herein by reference.
Item 9B.
Other Information
None.
83
Table of Contents
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
The information required by this item with respect to Nucor’s executive officers appears in Part I of this report under the heading
“Information About Our Executive Officers” and is incorporated herein by reference. The other information required by this item is
incorporated herein by reference from Nucor’s definitive proxy statement for our 2021 Annual Meeting of Stockholders (the “Proxy
Statement”) under the headings Election of Directors; Information Concerning Experience, Qualifications, Attributes and Skills of the
Nominees; 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.
Item 11.
Executive Compensation
The information required by this item is incorporated herein by reference from the Proxy Statement under the headings Executive
Officer Compensation; Director Compensation; Report of the Compensation and Executive Development Committee; and Board’s Role in
Risk Oversight.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated herein by reference from the Proxy Statement under the headings Security
Ownership of Management and Certain Beneficial Owners and Equity Compensation Plan Information.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated herein by reference from the Proxy Statement under the heading Corporate
Governance and Board of Directors.
Item 14.
Principal Accountant Fees and Services
The information required by this item is incorporated herein by reference from the Proxy Statement under the heading Fees Paid to
Independent Registered Public Accounting Firm.
84
Table of Contents
Item 15.
Exhibits and Financial Statement Schedules
Financial Statements:
PART IV
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 included in “Item 8. Financial Statements and Supplementary Data”:
•
•
•
•
•
•
•
•
Management’s Report on Internal Control Over Financial Reporting
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets—December 31, 2020 and 2019
Consolidated Statements of Earnings—Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive Income—Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Stockholders’ Equity—Years Ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows—Years Ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
Schedule II is not presented as all applicable information is presented in the consolidated financial statements and notes thereto.
Exhibits:
3
3(i)
4*
4(i)
4(ii)
4(iii)
4(iv)
4(v)
4(vi)
Restated Certificate of Incorporation of Nucor Corporation (incorporated by reference to Exhibit 3.3 to the Current Report on
Form 8-K filed September 14, 2010 (File No. 001-04119))
Bylaws of Nucor Corporation as 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))
Description of Securities of Nucor Corporation
Indenture, dated as of January 12, 1999, between Nucor Corporation and The Bank of New York Mellon (formerly known as
The Bank of New York), as trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-4 filed
December 13, 2002 (File No. 333-101852))
Indenture, dated as of August 19, 2014, between Nucor Corporation and U.S. Bank National Association, as trustee
(incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 filed August 20, 2014 (File No. 333-
198263))
Third Supplemental Indenture, dated as of December 3, 2007, between Nucor Corporation and The Bank of New York Mellon
(formerly known as The Bank of New York), as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form
8-K filed December 4, 2007 (File No. 001-04119))
Fifth Supplemental Indenture, dated as of September 21, 2010, between Nucor Corporation and The Bank of New York
Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed September 21, 2010 (File
No. 001-04119))
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))
Seventh Supplemental Indenture, dated as of December 10, 2014, among Nucor Corporation, The Bank of New York Mellon,
as prior trustee, and U.S. Bank National Association, as successor trustee (incorporated by reference to Exhibit 4.1 to the
Current Report on Form 8-K filed December 11, 2014 (File No. 001-04119))
85
Table of Contents
4(vii)
4(viii)
4(ix)
4(x)
4(xi)
4(xii)
4(xiii)
4(xiv)
4(xv)
4(xvi)
4(xvii)
4(xviii)
4(xix)
10
10(i)
10(ii)
10(iii)
10(iv)
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 Form 8-K filed April 26, 2018 (File No. 001-04119))
Second Supplemental 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))
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))
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 December 4, 2007 (File No. 001-04119))
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 September 21, 2010 (File No. 001-04119))
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 July 29, 2013 (File No. 001-04119))
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 July 29, 2013 (File No. 001-04119))
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 April 26, 2018 (File No. 001-04119))
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 April 26, 2018 (File No. 001-04119))
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))
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))
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))
Registration Rights Agreement, dated as of December 7, 2020, among Nucor Corporation, BofA Securities, Inc., J.P. Morgan
Securities LLC and Wells Fargo Securities, LLC, as lead dealer managers, and Deutsche Bank Securities Inc., RBC Capital
Markets, LLC, U.S. Bancorp Investments, Inc., Siebert Williams Shank & Co., LLC, Fifth Third Securities, Inc., PNC Capital
Markets LLC and MUFG Securities Americas Inc., as co-dealer managers (incorporated by reference to Exhibit 4.3 to the
Current Report on Form 8-K filed December 7, 2020 (File No. 001-04119))
2005 Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 17,
2005 (File No. 001-04119)) (#)
Amendment No. 1 to 2005 Stock Option and Award Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on
Form 10-Q for the quarter ended September 29, 2007 (File No. 001-04119)) (#)
2010 Stock Option and Award Plan (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the
quarter ended July 3, 2010 (File No. 001-04119)) (#)
2014 Omnibus Incentive Compensation Plan, as amended and restated effective February 17, 2020 (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K filed May 18, 2020 (File No. 001-04119)) (#)
Senior Officers Annual Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) for awards granted after
December 31, 2017 (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)) (#)
86
Table of Contents
10(v)
10(vi)
10(vii)
10(viii)
10(ix)
10(x)
10(xi)
10(xii)
10(xiii)
10(xiv)
10(xv)
10(xvi)
Amendment No. 1 to Senior Officers Annual Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan)
(incorporated by reference to Exhibit 10(v) to the Annual Report on Form 10-K for the year ended December 31, 2019 (File
No. 001-04119)) (#)
Senior Officers Long-Term Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan) for awards granted
after December 31, 2017 (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)) (#)
Amendment No. 1 to Senior Officers Long-Term Incentive Plan (Supplement to 2014 Omnibus Incentive Compensation Plan)
(incorporated by reference to Exhibit 10(vii) to the Annual Report on Form 10-K for the year ended December 31, 2019 (File
No. 001-04119)) (#)
Senior Officers Annual Incentive Plan, as amended and restated effective January 1, 2013, for awards granted prior to
January 1, 2018 (incorporated by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A filed March 27,
2013 (File No. 001-04119)) (#)
Senior Officers Long-Term Incentive Plan, as amended and restated effective January 1, 2013, for awards granted prior to
January 1, 2018 (incorporated by reference to Appendix B to the Definitive Proxy Statement on Schedule 14A filed March 27,
2013 (File No. 001-04119)) (#)
Form of Restricted Stock Unit Award Agreement – time-vested awards (incorporated by reference to Exhibit 10(iv) to the
Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-04119)) (#)
Form of Restricted Stock Unit Award Agreement – retirement-vested awards (incorporated by reference to Exhibit 10(v) to the
Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 001-04119)) (#)
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10 to the
Quarterly Report on Form 10-Q for the quarter ended April 1, 2006 (File No. 001-04119)) (#)
Form of Award Agreement for Annual Stock Option Grants used for awards granted prior to May 8, 2014 (incorporated by
reference to Exhibit 10 to the Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (File No. 001-04119)) (#)
Form of Award Agreement for Annual Stock Option Grants used for awards granted after May 7, 2014 (incorporated by
reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended July 5, 2014 (File No. 001-04119)) (#)
Employment Agreement of John J. Ferriola (incorporated by reference to Exhibit 10(vii) to the Annual Report on Form 10-K for
the year ended December 31, 2001 (File No. 001-04119)) (#)
Amendment to Employment Agreement of John J. Ferriola (incorporated by reference to Exhibit 10(xix) to the Annual Report
on Form 10-K for the year ended December 31, 2007 (File No. 001-04119)) (#)
87
Table of Contents
10(xvii)
10(xviii)
10(xix)
10(xx)
10(xxi)
10(xxii)
10(xxiii)
10(xxiv)
10(xxv)
10(xxvi)
10(xxvii)
10(xxviii)
Retirement, Separation, Waiver and Release Agreement, dated as of December 31, 2019, by and between Nucor Corporation
and John J. Ferriola (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K/A filed January 3, 2020 (File
No. 001-04119)) (#)
Employment Agreement of R. Joseph Stratman (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-
Q for the quarter ended September 29, 2007 (File No. 001-04119)) (#)
Retirement, Separation, Waiver and Release Agreement of R. Joseph Stratman (incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K/A filed June 5, 2019 (File No. 001-04119)) (#)
Executive Employment Agreement of Craig A. Feldman (incorporated by reference to Exhibit 10.3 to the Current Report on
Form 8-K filed February 19, 2020 (File No. 001-04119)) (#)
Executive Employment 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)) (#)
Executive Employment Agreement of Ladd R. Hall (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-
K filed February 19, 2020 (File No. 001-04119)) (#)
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)) (#)
Executive Employment Agreement of Raymond S. Napolitan, Jr. (incorporated by reference to Exhibit 10.6 to the Current
Report on Form 8-K filed February 19, 2020 (File No. 001-04119)) (#)
Executive Employment 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)) (#)
Executive Employment 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)) (#)
Executive Employment 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)) (#)
Executive Employment Agreement of Allen C. Behr (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form
10-Q for the quarter ended July 4, 2020 (File No. 001-04119)) (#)
10(xxix)
Executive Employment 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(xxx)*
Executive Employment Agreement of Douglas J. Jellison (#)
10(xxxi)*
Executive Employment Agreement of Gregory J. Murphy (#)
10(xxxii)*
Executive Employment Agreement of Daniel R. Needham (#)
10(xxxiii)*
Executive Employment Agreement of K. Rex Query (#)
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*
23*
24*
31*
31(i)*
Subsidiaries
Consent of Independent Registered Public Accounting Firm
Power of Attorney (included on signature page)
Certification of Principal Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
Certification of Principal Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a), as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
88
Table of Contents
32**
32(i)**
101*
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
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
Financial Statements from the Annual Report on Form 10-K of Nucor Corporation for the year ended December 31, 2020,
filed February 26, 2021, formatted in Inline 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.
104*
Cover Page from the Annual Report on Form 10-K of Nucor Corporation for the year ended December 31, 2020, filed
February 26, 2021, formatted in Inline XBRL (included in Exhibit 101).
*
**
(#)
Filed herewith.
Furnished (and not filed) herewith pursuant to Item 601(b)(32)(ii) of Regulation S-K.
Indicates a management contract or compensatory plan or arrangement.
Item 16.
Form 10-K Summary
None.
89
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
NUCOR CORPORATION
By:
/s/ Leon J. Topalian
Leon J. Topalian
President and Chief Executive Officer
Dated: February 26, 2021
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James D.
Frias and A. Rae Eagle, or either of them, his or her attorney-in-fact, with full power of substitution and resubstitution for such person in any
and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorney-in-fact, or substitute
or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on
behalf of the registrant and in the capacities and on the date indicated.
/s/ Leon J. Topalian
Leon J. Topalian
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ James D. Frias
James D. Frias
Chief Financial Officer, Treasurer and
Executive Vice President
(Principal Financial Officer)
/s/ Michael D. Keller
Michael D. Keller
Vice President and Corporate Controller
(Principal Accounting Officer)
Dated: February 26, 2021
90
/s/ Patrick J. Dempsey
Patrick J. Dempsey
Director
/s/ Christopher J. Kearney
Christopher J. Kearney
Director
/s/ Laurette T. Koellner
Laurette T. Koellner
Director
/s/ Joseph D. Rupp
Joseph D. Rupp
Director
/s/ John H. Walker
John H. Walker
Non-Executive Chairman
/s/ Nadja Y. West
Nadja Y. West
Director
DESCRIPTION OF SECURITIES OF
NUCOR CORPORATION
Exhibit 4
The authorized capital stock of Nucor Corporation (“Nucor,” the “Company,” “we,” “us” or “our”) consists of
800,000,000 shares of Common Stock, par value $0.40 per share, and 250,000 shares of Preferred Stock, par value
$4.00 per share, 200,000 shares of which have been designated as Series A Preferred Stock. No shares of our
Preferred Stock are issued and outstanding and our Common Stock is the only class of our securities which has been
registered under Section 12 of the Securities Exchange Act of 1934, as amended.
The following description of certain terms of our Common Stock does not purport to be complete and is
subject to, and is qualified in its entirety by reference to, our Restated Certificate of Incorporation (the “Restated
Certificate of Incorporation”), our Bylaws (as amended and restated, the “Bylaws”) and the applicable provisions of
the General Corporation Law of the State of Delaware (the “DGCL”). We encourage you to review complete copies
of the Restated Certificate of Incorporation and the Bylaws, which we have previously filed with the Securities and
Exchange Commission.
General
The holders of our Common Stock are entitled to have dividends declared in cash, property or shares of our
Common Stock out of any of our net profits or net assets legally available therefor as and when declared by our
board of directors. This dividend right is subject to any preferential dividend rights we may grant to the persons who
hold Preferred Stock, if any. In the event of the liquidation or dissolution of our business, the holders of Common
Stock will be entitled to receive ratably the balance of net assets available for distribution after the satisfaction of
creditors and the payment of any liquidation or distribution preference payable with respect to any then outstanding
shares of our Preferred Stock. Each share of Common Stock is entitled to one vote with respect to all matters
submitted to a vote of stockholders, except for the election of any directors with respect to which stockholders have
cumulative voting rights.
The issued and outstanding shares of our Common Stock are fully paid and nonassessable. Holders of our
Common Stock do not have any preemptive or conversion rights, and we may not make further calls or assessments
on our Common Stock. There are no redemption or sinking fund provisions applicable to our Common Stock.
Anti-Takeover Effects of Delaware Law, the Restated Certificate of Incorporation and the Bylaws
Certain provisions of the DGCL, the Restated Certificate of Incorporation and the Bylaws may have the
effect of delaying, deferring or preventing another person from acquiring control of the Company, including takeover
attempts that might result in a premium over the market price for the shares of Common Stock.
Delaware Law
We are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. In general,
Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an
“interested stockholder” for a period of three years following the time that such person became an interested
stockholder, unless:
•
•
•
before the person became an interested stockholder, the board of directors of the corporation
approved either the transaction that would result in a business combination or the transaction which
resulted in the stockholder becoming an interested stockholder;
upon consummation of the transaction which resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation
that was outstanding at the time the transaction commenced. For purposes of determining the
number of shares outstanding, shares owned by directors who are also officers of the corporation
and shares owned by employee stock plans, in specified instances, are excluded; or
at or after the time the person became an interested stockholder, the business combination is both
approved by the board of directors of the corporation and authorized at an annual or special
meeting of the stockholders by the affirmative vote of at least 66 2/3% of the outstanding voting
stock which is not owned by the interested stockholder.
A “business combination” is defined generally to include mergers or consolidations between a Delaware
corporation and an interested stockholder, transactions with an interested stockholder involving the assets or stock of
the corporation or any majority-owned subsidiary, transactions which increase an interested stockholder’s percentage
ownership of stock of the corporation or any majority-owned subsidiary, and receipt by the interested stockholder of
various financial benefits provided by or through the corporation or any majority-owned subsidiary. In general, an
“interested stockholder” is defined as any person or entity that is the beneficial owner of 15% or more of a
corporation’s outstanding voting stock or is an affiliate or associate of the corporation and was the beneficial owner of
15% or more of the outstanding voting stock of the corporation at any time within the three-year period immediately
prior to the date of determination if such person is an interested stockholder.
A Delaware corporation may opt out of this provision with an express provision in its original certificate of
incorporation or an express provision in its certificate of incorporation or bylaws resulting from a stockholders’
amendment approved by at least a majority of the outstanding voting shares. However, we have not opted out of this
provision. The application of the statute could prohibit or delay mergers or other takeover or change-in-control
attempts and, accordingly, may discourage attempts to acquire us.
2
The Restated Certificate of Incorporation and the Bylaws
The Restated Certificate of Incorporation and the Bylaws contain the following provisions that could have the
effect of delaying, deferring or preventing a change in control of the Company:
•
•
•
•
•
•
•
Fixing and Changing Number of Directors. The Bylaws allow our board of directors to fix the
number of directors within a specified range, preventing a potential acquirer from increasing the
size of the board and nominating its slate of candidates to fill the newly created directorships.
Removal of Directors. Under the Restated Certificate of Incorporation, our stockholders are
prohibited from calling a special meeting of stockholders or acting by written consent in lieu of a
meeting to remove directors without cause. Thus, a potential acquirer would not be able to remove
existing directors except at an annual meeting of stockholders.
Enhanced Voting Requirements for Transactions with Interested Parties. The Restated Certificate
of Incorporation contains enhanced voting requirements for certain business combinations and
transactions involving interested parties. Any transaction with a stockholder owning greater than
10% of our voting stock that involves the merger of Nucor or any subsidiary of Nucor with such
stockholder, the sale of 10% of the assets of Nucor or any subsidiary of Nucor to such stockholder,
or the transfer or sale of 10% of our voting stock to such stockholder must be approved by the
holders of four-fifths (4/5) of the shares of our voting stock then outstanding.
Amendment to the Restated Certificate of Incorporation. The Restated Certificate of Incorporation
requires approval by the holders of four-fifths (4/5) of the shares of our voting stock then
outstanding to amend certain provisions of the Restated Certificate of Incorporation.
Amendment to the Bylaws. The Bylaws require the approval of 70% of each class of voting stock
then outstanding for stockholders to amend, alter or repeal the Bylaws.
Advance Notification. The Bylaws contain advance notice requirements for stockholder proposals
and director nominations.
Proxy Access. The Bylaws allow a stockholder, or group of up to 20 stockholders, owning at least
3% of our outstanding stock continuously for at least three years, to nominate and include in the
Company’s proxy materials for an annual meeting of stockholders, a number of director nominees
equal to the greater of (i) two nominees or (ii) 20% of our board of directors, provided that the
stockholder(s) and the director nominee(s) satisfy the requirements specified in the Bylaws.
3
•
Issuance of Preferred Stock. The Restated Certificate of Incorporation gives our board of directors
the authority to issue, without stockholder approval, Preferred Stock with designations and rights
that the board may determine.
Limitations of Liability and Indemnification of Directors and Officers
Section 145 of the DGCL provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative, other than an action by or in the right of the corporation, by reason of the fact
that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person
acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such
person’s conduct was unlawful, except that, in the case of an action by or in the right of the corporation, no
indemnification may be made in respect of any claim, issue or matter as to which such person is adjudged to be liable
to the corporation, unless and only to the extent that the Court of Chancery or the court in which such action or suit
was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court deems proper. The Restated Certificate of Incorporation provides that we will indemnify and
advance expenses to our directors and officers to the fullest extent permitted by law.
Section 102(b)(7) of the DGCL permits a corporation to include a provision in its certificate of incorporation
eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages
for breach of fiduciary duties as a director, provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders; (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) for unlawful
payment of dividends or purchase or redemption of shares; or (iv) for any transaction from which the director derived
an improper personal benefit. Neither the Restated Certificate of Incorporation nor the Bylaws contain such a
provision.
Section 145 of the DGCL also permits a corporation to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation. We maintain directors’ and officers’
liability insurance for our directors and officers.
4
EXECUTIVE EMPLOYMENT AGREEMENT
10(xxx)
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between NUCOR
CORPORATION, a Delaware corporation with its principal place of business in Charlotte, North Carolina (“Nucor Corporation”),
and DOUG JELLISON (“Executive”), a resident of South Carolina.
WHEREAS, Executive has heretofore been employed at Nucor Corporation’s Skyline Steel LLC subsidiary as an at-
will employee of Nucor Corporation in the position of Vice President of Nucor Corporation and President of Skyline Steel LLC
(the “Prior Position”);
WHEREAS, Nucor Corporation has offered Executive a promotion to the position of Executive Vice President of Nucor
Corporation effective January 1, 2021 (the “Effective Date”), contingent upon Executive’s execution of this Agreement, and
Executive has accepted the promotion;
WHEREAS, Nucor Corporation’s Board of Directors (the “Board”) has approved Executive’s promotion to the position
of Executive Vice President of Nucor Corporation contingent upon Executive’s execution of this Agreement;
WHEREAS, prior to the effective date of the promotion, Executive and Nucor Corporation discussed the requirements
of the restrictive covenants contained in this Agreement as a condition to Executive’s promotion;
WHEREAS, Nucor Corporation’s promotion of Executive entitles Executive to receive increased compensation and
benefits that Executive did not have prior to Executive’s promotion;
WHEREAS, Executive agrees and acknowledges that in Executive’s new position of Executive Vice President of
Nucor Corporation Executive will acquire greater access to and knowledge of Nucor’s (as hereinafter defined) trade secrets and
confidential information which Executive did not have prior to Executive’s promotion; and
WHEREAS, the parties wish to formalize their employment relationship in writing and for Nucor Corporation to employ
Executive under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration for the promises and mutual agreements contained herein, the parties agree,
effective as of the Effective Date, as follows:
1.
Definitions. In addition to terms defined elsewhere in this Agreement, for purposes of this Agreement the
following definitions shall apply:
(a)
“AIP” means the Nucor Corporation Senior Officers Annual Incentive Plan and any successor plan.
(b)
“Base Salary” means the amount Executive is entitled to receive from Nucor in cash as wages or
salary on an annualized basis in consideration for Executive’s services, (i) including any such amounts which have
been deferred and (ii) excluding all other elements of compensation such as, without limitation, any bonuses,
Agreement - Jellison - EVP - 2021
commissions, overtime, health benefits, perquisites and incentive compensation. For the purpose of determining an
Executive’s Change in Control Non-Compete Benefits, “Base Salary” shall mean, with respect to Executive, the
greater of (i) Executive’s highest Base Salary during the 12 month period immediately preceding the Change in
Control and (ii) Executive’s highest Base Salary in effect at any time thereafter.
(c)
“Business” means the research, manufacture, marketing, trading, sale, fabrication, placement
and/or distribution of steel or steel products (including but not limited to flat-rolled steel, special quality and merchant
quality steel bar and shapes, concrete reinforcement bars, structural steel, hollow structural section tubing, conduit
tubing, steel plate, steel joists and girders, steel deck, steel fasteners, steel pilings, metal building systems and
components, wire rod, welded-wire reinforcement rolls and sheets, cold finished steel bars and wire, guard rail, and
structural welded-wire reinforcement) or steel or steel product inputs (including but not limited to scrap metal and
direct reduced iron).
(d)
“Change in Control” means and includes the occurrence of any one of the following events:
(i)
individuals who, at the Effective Date, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided that any person becoming a
director after the Effective Date and whose election or nomination for election was approved by a vote of at
least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the
proxy statement of Nucor Corporation in which such person is named as a nominee for director, without
written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual
initially elected or nominated as a director of Nucor Corporation as a result of an actual or threatened
election contest (as described in Rule 14a-11 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or
on behalf of any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in
Section 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board (“Proxy Contest”), including by
reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be an
Incumbent Director;
(ii)
any person becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of Nucor Corporation representing 25% or more of the combined
voting power of Nucor Corporation’s then outstanding securities eligible to vote for the election of the Board
(the “Nucor Corporation Voting Securities”); provided, however, that the event described in this clause (ii)
shall not be a Change in Control if it is the result of any of the following acquisitions: (A) an acquisition
directly by or from Nucor Corporation or any Subsidiary; (B) an acquisition by any employee benefit plan (or
related trust) sponsored or maintained by Nucor Corporation or any Subsidiary, (C) an acquisition by an
underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an acquisition
pursuant to a Non-Qualifying Transaction (as defined in clause (iii) of this definition); or
Agreement - Jellison - EVP - 2021
2
(iii)
the consummation of a reorganization, merger, consolidation, statutory share exchange
or similar form of corporate transaction involving Nucor Corporation that requires the approval of Nucor
Corporation’s stockholders, whether for such transaction or the issuance of securities in the transaction (a
“Reorganization”), or the sale or other disposition of all or substantially all of Nucor Corporation’s assets (a
“Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total voting
power of (x) the corporation resulting from such Reorganization or the corporation which has acquired all or
substantially all of the assets of Nucor Corporation (in either case, the “Surviving Corporation”), or (y) if
applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the
voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is
represented by Nucor Corporation Voting Securities that were outstanding immediately prior to such
Reorganization or Sale (or, if applicable, is represented by shares into which Nucor Corporation Voting
Securities were converted pursuant to such Reorganization or Sale), and such voting power among the
holders thereof is in substantially the same proportion as the voting power of such Nucor Corporation Voting
Securities among the holders thereof immediately prior to the Reorganization or Sale, (B) no person (other
than (x) Nucor Corporation, (y) any employee benefit plan (or related trust) sponsored or maintained by the
Surviving Corporation or the Parent Corporation, or (z) a person who immediately prior to the Reorganization
or Sale was the beneficial owner of 25% or more of the outstanding Nucor Corporation Voting Securities) is
the beneficial owner, directly or indirectly, of 25% or more of the total voting power of the outstanding voting
securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation), and (C) at least a majority of the members of the board of directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of
the Reorganization or Sale were Incumbent Directors at the time of the Board’s approval of the execution of
the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which satisfies
all of the foregoing criteria, a “Non-Qualifying Transaction”).
(e)
“Change in Control Non-Compete Benefits” means the payments and benefits provided under
Section 5.
(f)
(g)
(h)
“Change in Control Period” means 24 months.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“Committee” means the Compensation and Executive Development Committee of the Board.
(i)
“Competing Business Activity” means any business activity (other than business activities engaged
in for or on behalf of Nucor) that (i) is the same as, or is in competition with, any portion of the Business, and (ii) is a
business activity in which Executive was involved or engaged in during the course of Executive’s employment with
Nucor.
Agreement - Jellison - EVP - 2021
3
(j)
“Confidential Information” includes all confidential and proprietary information of Nucor, including,
without limitation, any of the following information to the extent not generally known to third persons: financial and
budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and
layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing
or other computer programs; research and development projects; marketing information and strategies; customer lists;
vendor lists; supplier lists; information about customer preferences and buying patterns; information about supplier or
vendor preferences and patterns; information about prospective customers, vendors, suppliers or business
opportunities; proprietary information with respect to any Nucor employees; proprietary information of any customers,
suppliers or vendors of Nucor; information about Nucor’s costs and the pricing structure used in sales to customers or
purchases from suppliers or vendors; information about Nucor’s overall corporate business strategy; and technological
innovations used in Nucor’s business, to the extent that such information does not fall within the definition of Secret
Information.
(k)
“Customer or Supplier” means the following alternatives:
(i)
any customer, vendor or supplier of Nucor with whom Executive or Executive’s direct
reports had significant contact or with whom Executive or Executive’s direct reports directly dealt on behalf
of Nucor at the time of, or at any time during the 12 month period immediately prior to, the Date of
Termination, but if such definition is deemed overbroad by a court of law, then;
(ii)
any customer, vendor or supplier of Nucor with whom Executive had significant contact or
with whom Executive directly dealt on behalf of Nucor at the time of, or at any time during the 12 month
period immediately prior to, the Date of Termination, but if such definition is deemed overbroad by a court of
law, then;
(iii)
any customer, vendor or supplier of Nucor about whom Executive had obtained Secret
Information or Confidential Information by virtue of Executive’s employment with Nucor at any time during
the 12 month period immediately prior to the Date of Termination;
provided, however, that the term “Customer or Supplier” shall not include any business or entity that no longer does
business with Nucor without any direct or indirect interference by Executive or violation of this Agreement by
Executive, and that ceased doing business with Nucor prior to any direct or indirect communication or contact by
Executive.
(l)
“Date of Termination” means the date of Executive’s separation from service with Nucor. For
purposes of this Agreement, the term “separation from service” shall be defined as provided in Section 409A of the
Code and applicable regulations.
(m)
“Equity Award Plan” means the Nucor Corporation 2014 Omnibus Incentive Compensation Plan
and any successor plan and the award methodology adopted by the Committee and in effect thereunder from time to
time.
Agreement - Jellison - EVP - 2021
4
(n)
(o)
“General Non-Compete Benefits” means the payments and benefits provided under Section 4.
“Good Reason” means, with respect to Executive, the occurrence of any of the following events
after a Change in Control:
(i)a material reduction in Executive’s Base Salary;
(ii)
a material reduction
incentive compensation
opportunity under the AIP, the LTIP or other annual or long-term incentive plan for which Executive is eligible
from the Executive’s annual or long-term incentive compensation opportunity under the AIP, the LTIP or
other annual or long-term incentive plan for which Executive is eligible immediately prior to the Change in
Control;
in Executive’s annual or
long-term
(iii)
a material reduction in the value of Executive’s target equity incentive award under the
Equity Award Plan from the value of Executive’s target equity incentive award under the Equity Award Plan
immediately prior to the Change in Control;
(iv)
a material reduction in the aggregate level of employee benefits offered to Executive in
comparison to the employee benefit programs and arrangements enjoyed by Executive immediately prior to
the Change in Control;
(v)
a change in Executive’s principal work location to a work location that is more than 50
miles from the location where Executive was based immediately prior to the Change in Control; or
(vi)
the assignment to Executive of any duties inconsistent in any respect with Executive’s
position, authority, duties or responsibilities as in effect immediately prior to the public announcement of the
Change in Control (including offices, titles, reporting requirements and relationships and status) or any other
action by Nucor Corporation which results in any diminution in Executive’s position, authority, duties or
responsibilities.
Any good faith determination of Good Reason made by Executive shall be conclusive and binding on Nucor
Corporation.
plan.
(p)
(q)
(r)
“LTIP” means the Nucor Corporation Senior Officers Long-Term Incentive Plan and any successor
“Month’s Base Pay” means Executive’s Base Salary divided by 12.
“Nucor” means Nucor Corporation and its direct and indirect subsidiaries and affiliates in existence
or planned during the course of Executive’s employment with Nucor.
(s)
“Prospective Customer or Supplier” means any person or entity who does not currently or has not
yet purchased the products or services of Nucor or provided products or services to Nucor, but who, at the time of, or
at any time during the 12 month
Agreement - Jellison - EVP - 2021
5
period immediately prior to, the Date of Termination, has been targeted by Nucor as a potential user of the products or
services of Nucor or supplier or vendor of products or services to Nucor, and whom Executive or Executive’s direct
reports participated in the solicitation of on behalf of Nucor.
(t)
24 months thereafter.
“Restrictive Period” means a period of time commencing upon the Date of Termination and expiring
(u)
“Restricted Territory” means Executive’s geographic area of responsibility at Nucor which Executive
acknowledges extends to the full scope of Nucor operations throughout the world. “Restricted Territory” therefore
consists of the following alternatives reasonably necessary to protect Nucor’s legitimate business interests:
(i)
Western Europe, the Middle East, South America, Central America and North America,
where Executive acknowledges Nucor engages in the Business, but if such territory is deemed overbroad by
a court of law, then;
(ii)
The United States, Canada, Mexico, Guatemala, Honduras, the Dominican Republic,
Costa Rica, Colombia, Argentina and Brazil, where Executive acknowledges Nucor engages in the
Business, but if such territory is deemed overbroad by a court of law, then;
(iii)
The United States, Canada and Mexico, where Executive acknowledges Nucor engages
in the Business, but if such territory is deemed overbroad by a court of law, then;
(iv)
The contiguous United States, where Executive acknowledges Nucor engages in the
Business.
(v)
“Secret Information” means Nucor’s proprietary and confidential information (i) that is not generally
known in the Business, which would be difficult for others to acquire or duplicate without improper means, (ii) that
Nucor strives to keep secret, and (iii) from which Nucor derives substantial commercial benefit because of the fact that
it is not generally known. As used in this Agreement, Secret Information includes, without limitation: (w) Nucor’s
process of developing and producing raw material, and designing and manufacturing steel and iron products; (x)
Nucor’s process for treating, processing or fabricating steel and iron products; (y) Nucor’s customer, supplier and
vendor lists, non-public financial data, strategic business plans, competitor analysis, sales and marketing data, and
proprietary margin, pricing, and cost data; and (z) any other information or data which meets the definition of Trade
Secrets.
(w)
“Solicit” means to initiate contact for the purpose of promoting, marketing, selling, brokering,
procuring or obtaining products or services similar to those Nucor offered or required during the tenure of Executive’s
employment with Nucor or to accept business from Customers or Suppliers or Prospective Customers or Suppliers.
(x)
“Subsidiary” means any corporation (other than Nucor Corporation), limited liability company, or
other business organization in an unbroken chain of entities beginning with Nucor Corporation in which each of such
entities other than the last one in the unbroken chain owns stock, units, or other interests possessing fifty percent
(50%)
Agreement - Jellison - EVP - 2021
6
or more of the total combined voting power of all classes of stock, units, or other interests in one of the other entities in
that chain.
(y)
“Trade Secrets” means any information or data meeting the definition for such term under either the
North Carolina Trade Secrets Protection Act or the federal Defend Trade Secrets Act of 2016.
(z)
“Year of Service” shall mean each continuous 12 month period of employment, including fractional
portions thereof and periods of authorized vacation, authorized leave of absence and short-term disability leave, with
Nucor Corporation and its Subsidiaries or their respective successors. Employment with an entity prior to the date it
became a Subsidiary shall not be considered for purposes of determining Executive’s Years of Service unless the
agreement pursuant to which the Subsidiary was acquired by Nucor Corporation provides otherwise or Nucor
Corporation otherwise agrees in writing to consider such employment for purposes of determining Executive’s Years of
Service.
2.
Employment. Nucor agrees to employ Executive in the position of Executive Vice President of Nucor
Corporation, and Executive agrees to accept employment in this position, subject to the terms and conditions set forth in this
Agreement, including the confidentiality, non-competition and non-solicitation provisions which Executive acknowledges were
discussed in detail prior to and made an express condition of Executive’s promotion to Executive Vice President of Nucor
Corporation. Executive acknowledges that the Board’s approval of Executive’s promotion to Executive Vice President of Nucor
Corporation is conditioned upon Executive’s execution of this Agreement.
3.
Compensation and Benefits During Employment. Nucor will provide the following compensation and benefits
to Executive:
(a)
Nucor will pay Executive a Base Salary of $464,900 per year, paid not less frequently than monthly
in accordance with Nucor’s normal payroll practices, subject to withholding by Nucor and other deductions as required
by law. The parties acknowledge and agree that this amount exceeds the base salary Executive was entitled to
receive in the Prior Position. Executive’s base salary is subject to adjustment up or down by the Board at its sole
discretion and without notice to Executive.
(b)
Provided Executive remains in the position of an executive officer of Nucor Corporation, Executive
will be a participant in and eligible to receive awards of incentive and equity-based compensation under and in
accordance with the applicable terms and conditions of the AIP, the LTIP, and the Equity Award Plan, each as
modified, amended and/or restated from time to time by, and in the sole discretion of, the Committee or the Board.
(c)
Provided Executive remains in the position of an executive officer of Nucor Corporation, Executive
will be eligible for all other employee benefits that are generally made available by Nucor Corporation to its executive
officers, including the Nucor Corporation Supplemental Retirement Plan for Executive Officers (the “Supplemental
Retirement Plan”), each as modified from time to time by, and in the sole discretion of, the Committee or the Board.
Agreement - Jellison - EVP - 2021
7
4.
General Non-Compete Benefits Following Termination.
(a)
Executive shall be entitled to receive General Non-Compete Benefits from Nucor Corporation as
provided in Section 4(b) if (i) on the Date of Termination, Executive is an executive officer of Nucor Corporation (as
determined in the Committee’s sole discretion), (ii) Executive’s employment with Nucor is terminated for any reason
(other than due to the Executive’s death), including due to the Executive’s disability, voluntary retirement, involuntary
termination or resignation, and (iii) on or before the Date of Termination, Executive executes a separation and release
agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or
may have against Nucor as of the Date of Termination.
(b)
If Executive’s employment is terminated in circumstances entitling Executive to General Non-
Compete Benefits as provided in Section 4(a), Nucor Corporation shall pay Executive General Non-Compete Benefits
in an amount equal to the greater of (i) 6 Month’s Base Pay or (ii) the product of (A) one Month’s Base Pay and (B) the
number of Executive’s Years of Service through the Date of Termination; provided that, if Executive is under age 55 as
of the Date of Termination, Executive’s General Non-Compete Benefits shall not be less than the sum of the value, as
of the Date of Termination, of Executive’s forfeitable deferred common stock units credited to Executive’s deferral
account under the LTIP and Executive’s forfeitable shares of restricted stock awarded under the LTIP. (For the
avoidance of doubt, the minimum amount of General Non-Compete Benefits payable to Executive who is under age
55 as of the Date of Termination shall not include the value of Executive’s forfeitable deferred common stock units
credited to Executive’s deferral account under the AIP or the value of any forfeitable restricted stock units or forfeitable
shares of restricted stock awarded to Executive under the Equity Award Plan). Executive’s General Non-Compete
Benefits shall be reduced and offset, but not below zero, by any severance pay or pay in lieu of notice required to be
paid to Executive under applicable law, including, without limitation, the Worker Adjustment and Retraining Notification
Act or any similar state or local law. Subject to the provisions of Section 26, General Non-Compete Benefits shall be
paid at the time and in the form described in Section 4(c).
(c)
Subject to the provisions of Section 26, if Executive’s employment with Nucor is terminated for any
reason other than Executive’s death, Executive’s General Non-Compete Benefits shall be paid to Executive in 24
equal monthly installments, without interest or other increment thereon, commencing with the first month following the
Date of Termination, provided, however, if Executive dies during the first 12 months following Executive’s termination
from employment with Nucor, then Nucor will pay Executive’s estate the monthly installments due pursuant to this
Section 4(c) through the end of the 12th month following Executive’s termination from employment with Nucor. If
Executive dies 12 or more months after the termination of Executive’s employment with Nucor, then Nucor’s
obligations to make any installment payments under this Section 4(c) will automatically terminate without the necessity
of Nucor providing notice, written or otherwise. If Executive is employed by Nucor at the time of Executive’s death,
Nucor’s obligations to make any payments of the monthly installments pursuant to this Section 4(c) will automatically
terminate and Executive’s estate and executors will have no rights to any such payments.
5.
Change in Control Non-Compete Benefits.
Agreement - Jellison - EVP - 2021
8
(a)
Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company
as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if (i) a Change in Control has
occurred and Executive’s employment with the Nucor is involuntarily terminated by Nucor or is voluntarily terminated
by Executive for Good Reason, provided that, (x) such termination occurs after such Change in Control and on or
before the second anniversary thereof, or (y) the termination occurs before such Change in Control but Executive can
reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable,
occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and
(ii) on or before the Date of Termination, Executive executes a separation and release agreement in form and content
reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against Nucor as of
the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates
employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good
Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to Section 4.
(b)
If Executive’s employment is terminated in circumstances entitling Executive to Change in Control
Non-Compete Benefits as provided in Section 5(a), Nucor Corporation shall pay Executive, in a single lump sum
payment in cash, and subject to Section 26, within 10 days of the Date of Termination, Change in Control Non-
Compete Benefits in an amount equal to the sum of:
(i)
the product of (A) 2 multiplied by (B) the sum of (1) Executive’s Base Salary and (2) the
greater of (x) 150% of Executive’s Base Salary and (y) the average performance award under the AIP
(including any deferred portion thereof but excluding the related “Deferral Incentive” (as defined in the AIP))
for the 3 fiscal years prior to Executive’s Date of Termination, provided for purposes of calculating such
average, the performance award under the AIP for any year in such 3 fiscal year period Executive did not
hold Executive’s current position shall be equal to the performance award under the AIP for such year for
Executive’s position as a percentage of base salary multiplied by Executive’s Base Salary; and
(ii)
if Executive’s Date of Termination occurs prior to the annual grant date under the Equity
Award Plan (which date is currently June 1) for the year in which such Date of Termination occurs, an
amount equal to the aggregate dollar value of the base equity award and the performance-based equity
award Executive would have become entitled to receive under the Equity Award Plan for such year if
Executive’s employment had continued to the annual grant date.
(c)
Executive’s Change in Control Non-Compete Benefits shall be reduced and offset, but not below
zero, by any severance pay or pay in lieu of notice required to be paid to Executive under applicable law, including,
without limitation, the Worker Adjustment and Retraining Notification Act or any similar state or local law.
(d)
If Executive is entitled to Change in Control Non-Compete Benefits pursuant to Section 5(a),
Executive shall continue to be provided with medical, dental,
Agreement - Jellison - EVP - 2021
9
and prescription drug benefits comparable to the benefits provided to Executive immediately prior to the Date of
Termination, or if more favorable to Executive, the Change in Control, for the duration of the Change in Control Period
with the same contribution rate for which Executive would have been responsible if Executive had remained employed
through the Change in Control Period. Any benefits so provided shall not be considered a continuation of coverage
required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; provided that, if Executive
becomes reemployed with another employer and is eligible to receive medical, dental or prescription drug insurance
coverage under another employer-provided plan (regardless of whether Executive actually enrolls under such
coverage), then the medical, dental or prescription drug insurance benefits provided pursuant to this Section 5(d) shall
be secondary to those provided under such other plan during such applicable period of eligibility.
(e)
Upon a Change in Control, the obligations of Nucor Corporation to pay and provide the Change in
Control Non-Compete Benefits described in this Section 5 shall be absolute and unconditional and shall not be
affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other
right which Nucor may have against Executive. In no event shall Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this
Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Executive as
a result of employment by another employer, except with respect to the continued welfare benefits provided under
Section 5(d).
(f)
In exchange for Nucor Corporation’s agreement to make Executive eligible for the compensation,
payments and benefits set forth in this Agreement, and other good and valuable consideration, Executive agrees to
strictly abide by the terms of Sections 10 through 15 of this Agreement.
6.
Duties and Responsibilities; Best Efforts. While employed by Nucor, Executive shall perform such duties for
and on behalf of Nucor as may be determined and assigned to Executive from time to time by the Chief Executive Officer of
Nucor Corporation or the Board. Executive shall devote Executive’s full time and best efforts to the business and affairs of
Nucor. During the term of Executive’s employment with Nucor, Executive will not undertake other paid employment or engage in
any other business activity without the prior written consent of the Board.
7.
Employment at Will. The parties acknowledge and agree that this Agreement does not create employment
for a definite term and that Executive’s employment with Nucor is at will and terminable by Nucor or Executive at any time, with
or without cause and with or without notice, unless otherwise expressly set forth in a separate written agreement executed by
Executive and Nucor after the Effective Date.
8.
Change in Executive’s Position. In the event that Nucor transfers, demotes, promotes, or otherwise changes
Executive’s compensation or position with Nucor, the restrictions and post-termination obligations set forth in Sections 10
through 15 of this Agreement shall remain in full force and effect. Executive acknowledges and agrees that the benefits and
opportunities being provided to Executive under this Agreement are sufficient consideration for Executive’s compliance with
these obligations.
Agreement - Jellison - EVP - 2021
10
9.
Recognition of Nucor’s Legitimate Interests. Executive understands and acknowledges that Nucor competes
in North America and throughout the world in Business. As part of Executive’s employment with Nucor, Executive acknowledges
Executive will continue to have access to and gain knowledge of significant secret, confidential and proprietary information of the
full range of operations of Nucor. In addition, Executive will continue to have access to and contact with vendors, suppliers,
customers and prospective vendors, suppliers and customers of Nucor, in which capacity Executive is expected to develop good
relationships with such vendors, suppliers, customers and prospective vendors, suppliers and customers, and will gain intimate
knowledge regarding the products and services of Nucor. Executive recognizes and agrees that Nucor has spent and will
continue to spend substantial effort, time and money in developing relationships with its customers, suppliers and vendors, that
many customers, suppliers and vendors are long term customers, suppliers and vendors of Nucor, and that all customers,
suppliers, vendors and accounts that Executive may deal with during Executive’s employment with Nucor, including any
customers, suppliers, vendors and accounts acquired for Nucor by Executive, are the customers, suppliers, vendors and
accounts of Nucor. Executive acknowledges that Nucor’s competitors, customers, suppliers and vendors would obtain an unfair
advantage if Executive disclosed Secret Information or Confidential Information to a competitor, customer, supplier or vendor,
used it on a competitor’s, customer’s, supplier’s or vendor’s behalf (except for the benefit of Nucor), or if Executive were able to
exploit the relationships Executive develops as an employee of Nucor to Solicit or direct business on behalf of a competitor,
customer, supplier or vendor.
10.
Covenant Regarding Nucor’s Secret Information.
(a)
Executive recognizes and agrees
to Secret
Information. Executive agrees that unless Executive is expressly authorized by Nucor in writing, Executive will not use
or disclose or allow to be used or disclosed Secret Information. This covenant shall survive until the Secret
Information is generally known in the industry through no act or omission of the Executive or until Nucor knowingly
authorizes
limitations on use or
confidentiality. Executive acknowledges that Executive did not have knowledge of Secret Information prior to
Executive’s employment with Nucor and that the Secret Information does not include Executive’s general skills and
know-how.
that Executive will have continued access
the disclosure of or discloses
Information, without any
the Secret
(b)
Notwithstanding anything to the contrary set forth in this Agreement, pursuant to the federal Defend
Trade Secrets Act of 2016, an individual will be immune from criminal or civil liability under any federal or state trade
secret law for (i) the disclosure of a Trade Secret that is made (A) in confidence to a federal, state, or local government
official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a
suspected violation of law; or (ii) a disclosure that is made in a complaint or other document filed in a lawsuit or other
proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for
reporting a suspected violation of law may disclose the Trade Secret to the attorney of the individual and use the
Trade Secret information in the court proceeding, if the individual files any document containing the Trade Secret
under seal and does not disclose the Trade Secret, except pursuant to court order.
Agreement - Jellison - EVP - 2021
11
11.
Agreement to Maintain Confidentiality; Non-Disparagement.
(a)
During Executive’s employment with Nucor and at all times after the termination of Executive’s
employment with Nucor, (i) Executive covenants and agrees to treat as confidential all Confidential Information
submitted to Executive or received, compiled, developed, designed, produced, accessed, or otherwise discovered by
the Executive from time to time while employed by Nucor, and (ii) Executive will not disclose or divulge the
Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for
Executive’s own benefit or for the benefit of any person, entity, firm or company other than Nucor. This restriction will
apply throughout the world; provided, however, that if the restrictions of this Section 11(a) when applied to any specific
piece of Confidential Information would prevent Executive from using Executive’s general knowledge or skills in
competition with Nucor or would otherwise substantially restrict the Executive’s ability to fairly compete with Nucor,
then as to that piece of Confidential Information only, the scope of this restriction will apply only for the Restrictive
Period (as defined below).
(b)
Executive specifically acknowledges that the Confidential Information, whether reduced to writing
or maintained in the mind or memory of Executive, and whether compiled or created by Executive, Nucor, or any of its
customers, suppliers or vendors or prospective customers, suppliers or vendors, derives independent economic value
from not being readily known to or ascertainable by proper means by others who could obtain economic value from
the disclosure or use of the Confidential Information. Executive also acknowledges that reasonable efforts have been
put forth by Nucor to maintain the secrecy of the Confidential Information, that the Confidential Information is and will
remain the sole property of Nucor or any of its customers, suppliers or vendors or prospective customers, suppliers or
vendors, as the case may be, and that any retention and/or use of Confidential Information during or after the
termination of Executive’s employment with Nucor (except in the regular course of performing Executive’s duties
hereunder) will constitute a misappropriation of the Confidential Information belonging to Nucor. Executive
acknowledges and agrees that if Executive (i) accesses Confidential Information on any Nucor computer system within
30 days prior to the effective date of Executive’s voluntary resignation of employment with Nucor and (ii) transmits,
copies or reproduces in any manner such Confidential Information to or for himself or any person or entity not
authorized by Nucor to receive such Confidential Information, or deletes any such Confidential Information, Executive
is exceeding Executive’s authorized access to such computer system. Notwithstanding anything to the contrary set
forth herein, this Agreement shall not be construed to restrict Executive from communications or disclosures that are
protected under federal law or regulation.
(c)
Executive agrees not to make any statements, written (including electronically) or verbal, or cause
or encourage others to make any statements, written (including electronically) or verbal, that defame, disparage or in
any way criticize the personal or business reputation, practices, or conduct of Nucor, or any of Nucor’s directors,
managers, officers, employees, agents or representatives. Executive acknowledges and agrees that this prohibition
extends to statements, written (including electronically) or verbal, made to anyone, including but not limited to the
general public, the news media, investors, potential investors, any board of directors, industry analysts, competitors,
strategic partners, vendors, customers or Nucor employees, agents or representatives (past and present), however,
nothing set forth in this Section 11(c)
Agreement - Jellison - EVP - 2021
12
prohibits Executive from communicating, without notice to or approval by Nucor Corporation, with any United States
federal government agency about a potential violation of a United States federal law or regulation.
12.
Noncompetition. Executive hereby agrees that for the duration of Executive’s employment with Nucor and
for the duration of the Restrictive Period, Executive will not, either individually or by or through any agent, representative, entity,
employee or otherwise, within the Restricted Territory:
(a)
engage in any Competing Business Activity, whether as an owner, partner, shareholder, member,
lender, employee, consultant, agent, co-venturer or in any other capacity;
(b)
commence, establish, own (in whole or in part) or provide financing for any business that engages
in any Competing Business Activity, whether (i) by establishing a sole proprietorship, (ii) as a partner of a partnership,
(iii) as a member of a limited liability company, (iv) as a shareholder of a corporation (except to the extent Executive is
the holder of not more than 2% of any class of the outstanding stock of any company listed on a national securities
exchange so long as Executive does not actively participate in the management or business of any such entity) or (v)
as the owner of any equity interest in any such entity;
(c)
provide any public endorsement of, or otherwise lend Executive’s name for use by, any person or
entity engaged in any Competing Business Activity; or
(d)
engage in work, whether for a competitor, customer, vendor or supplier of Nucor or otherwise, that
could reasonably be expected to call on Executive in the fulfillment of Executive’s duties and responsibilities to reveal,
rely upon, or otherwise use Confidential Information or Secret Information.
13.
Nonsolicitation. Executive hereby agrees for the duration of Executive’s employment with Nucor and for the
duration of the Restrictive Period, Executive shall not, either individually or by or through any agent, representative, entity,
employee or otherwise:
(a)
Solicit or attempt to influence any Customer or Supplier to limit, curtail, cancel, or terminate any
business it transacts with, or products or services it receives from or provides to Nucor;
(b)
Solicit or attempt to influence any Prospective Customer or Supplier to terminate any business
negotiations it is having with Nucor, or to otherwise not do business with Nucor;
(c)
Solicit or attempt to influence any Customer or Supplier to purchase products or services from an
entity other than Nucor or to provide products or services to an entity other than Nucor, which are the same or
substantially similar to, or otherwise in competition with, those offered to the Customer or Supplier by Nucor or those
offered to Nucor by the Customer or Supplier; or
(d)
Solicit or attempt to influence any Prospective Customer or Supplier to purchase products or
services from an entity other than Nucor or to provide products or
Agreement - Jellison - EVP - 2021
13
services to an entity other than Nucor, which are the same or substantially similar to, or otherwise in competition with,
those offered to the Prospective Customer or Supplier by Nucor or those offered to Nucor by the Prospective
Customer or Supplier.
14.
Antipiracy.
(a)
Executive agrees for the duration of the Restrictive Period, Executive will not, either individually or
through or by any agent, representative, entity, employee or otherwise, solicit, encourage, contact, or attempt to
induce any employees of Nucor (i) with whom Executive had regular contact with at the time of, or at any time during
the 12 month period immediately prior to, the Date of Termination, and (ii) who are employed by Nucor at the time of
the encouragement, contact or attempted inducement, to end their employment relationship with Nucor.
(b)
Executive further agrees for the duration of the Restrictive Period not to hire, or to assist any other
person or entity to hire, any employees described in Section 14(a) of this Agreement.
15.
Assignment of Intellectual Property Rights.
(a)
Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including
copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or
otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely
or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the
execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are
patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed,
invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or
demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s
behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s
development, making or conception thereof.
(b)
The assignment requirement in Section 15(a) shall not apply to an invention that Executive
developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information
or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably
anticipated research or development, or (ii) result from any work performed by Executive for Nucor.
(c)
Executive will, within 3 business days following Nucor’s request, execute a specific assignment of
title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable
Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in
the United States and in any other applicable country.
(d)
Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of
any Developments to Nucor implied by law.
Agreement - Jellison - EVP - 2021
14
16.
Severability. It is the intention of the parties to restrict the activities of Executive only to the extent
reasonably necessary for the protection of Nucor’s legitimate interests. The parties specifically covenant and agree that should
any of the provisions in this Agreement be deemed by a court of competent jurisdiction too broad for the protection of Nucor’s
legitimate interests, the parties authorize the court to narrow, limit or modify the restrictions herein to the extent reasonably
necessary to accomplish such purpose. In the event such limiting construction is impossible, such invalid or unenforceable
provision shall be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force
and effect.
17.
Enforcement. Executive understands and agrees that any breach or threatened breach by Executive of any
of the provisions of Sections 10 through 15 of this Agreement shall be considered a material breach of this Agreement, and in
the event of such a breach or threatened breach of this Agreement, Nucor shall be entitled to pursue any and all of its remedies
under law or in equity arising out of such breach. If Nucor pursues either a temporary restraining order or temporary injunctive
relief, then Executive agrees to expedited discovery with respect thereto and waives any requirement that Nucor post a
bond. Executive further agrees that in the event of Executive’s breach of any of the provisions of Sections 10 through 15 of this
Agreement, unless otherwise prohibited by law:
(a)
Nucor shall be entitled to (i) cancel any unexercised stock options granted under any senior officer
equity incentive compensation plan from and after the Effective Date (the “Post-Agreement Date Option Grants”), (ii)
cease payment of any General Non-Compete Benefits, Change in Control Non-Compete Benefits and/or other similar
payments (including those under the Supplemental Retirement Plan) otherwise due hereunder, (iii) seek other
appropriate relief, including, without limitation, repayment by Executive of General Non-Compete Benefits, Change in
Control Non-Compete Benefits and/or other similar payments (including those under the Supplemental Retirement
Plan); and
(b)
Executive shall (i) forfeit any (A) unexercised Post-Agreement Date Option Grants and (B) any
shares of restricted stock or restricted stock units granted under any senior officer equity incentive compensation plan
that vested during the 6 month period immediately preceding Executive’s termination of employment (the “Vested
Stock”) and (ii) forfeit and immediately return upon demand by Nucor any profit realized by Executive from the
exercise of any Post-Agreement Date Option Grants or sale or exchange of any Vested Stock during the 6 month
period preceding Executive’s breach of any of the provisions of Sections 10 through 15 of this Agreement.
Executive agrees that any breach or threatened breach of any of the provisions of Sections 10 through 15 will cause Nucor
irreparable harm which cannot be remedied through monetary damages and the alternative relief set forth in Sections 17(a) and
(b) shall not be considered an adequate remedy for the harm Nucor would incur. Executive further agrees that such remedies in
Sections 17(a) and (b) will not preclude injunctive relief.
If Executive breaches or threatens to breach any of the provisions of Sections 12, 13 or 14 of this Agreement and Nucor obtains
an injunction, preliminary or otherwise, ordering Executive to adhere to the Restrictive Period required by the applicable Section,
then the applicable Restrictive Period will be extended by the number of days that Nucor has alleged that Executive has been in
breach of any of these provisions.
Agreement - Jellison - EVP - 2021
15
Executive further agrees, unless otherwise prohibited by law, to pay Nucor’s attorneys’ fees and costs incurred in successfully
enforcing its rights pursuant to this Section 17, or in defending against any action brought by Executive or on Executive’s behalf
in violation of or under this Section 17 in which Nucor prevails. Executive agrees that Nucor’s actions pursuant to this Section
17, including, without limitation, filing a legal action, are permissible and are not and will not be considered by Executive to be
retaliatory. Executive further represents and acknowledges that in the event of the termination of Executive’s employment for
any reason, Executive’s experience and capabilities are such that Executive can obtain employment and that enforcement of
this Agreement by way of injunction will not prevent Executive from earning a livelihood.
18.
Reasonableness of Restrictions. Executive has carefully considered the nature and extent of the restrictions
upon Executive and the rights and remedies conferred upon Nucor under Sections 10, 11, 12, 13, 14 and 17 and hereby
acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would
otherwise be unfair to Nucor, do not interfere with Executive’s exercise of Executive’s inherent skill and experience, are
reasonably required to protect the legitimate interests of Nucor, and do not confer a benefit upon Nucor disproportionate to the
detriment to Executive. Executive certifies that Executive has had the opportunity to discuss this Agreement with such legal
advisors as Executive chooses and that Executive understands its provisions and has entered into this Agreement freely and
voluntarily.
19.
Applicable Law. Following Executive’s promotion to Executive Vice President of Nucor Corporation,
in Charlotte, North
Executive’s primary place of employment will be Nucor’s corporate headquarters
Carolina. Accordingly, this Agreement is made in, and shall be interpreted, construed and governed according to the laws of,
the State of North Carolina, regardless of choice of law principles of any jurisdiction to the contrary. Each party, for themselves
and their successors and assigns, hereby irrevocably (a) consents to the exclusive jurisdiction of the North Carolina state and
federal courts located in Mecklenburg County, North Carolina and (b) waives any objection to any such action based on venue
or forum non conveniens. Further, Executive hereby irrevocably consents to the jurisdiction of any court or similar body within
the Restricted Territory for enforcement of any judgment entered in a court or similar body pursuant to this Agreement. This
Agreement is intended, among other things, to supplement the provisions of the North Carolina Trade Secrets Protection Act
and the Defend Trade Secrets Act of 2016, each as amended from time to time, and the duties Executive owes to Nucor under
North Carolina common law, including, but not limited to, fiduciary duties owed by Executive to Nucor.
located
20.
Executive to Return Property. Executive agrees that upon (a) the termination of Executive’s employment
with Nucor and within 3 business days thereof, whether by Executive or Nucor for any reason (with or without cause), or (b) the
written request of Nucor, Executive (or in the event of the death or disability of Executive, Executive’s heirs, successors, assigns
and legal representatives) shall return to Nucor any and all property of Nucor regardless of the medium in which such property is
stored or kept, including but not limited to all Secret Information, Confidential Information, notes, data, tapes, computers, lists,
customer lists, supplier lists, vendor lists, names of customers, suppliers or vendors, reference items, phones, documents,
sketches, drawings, software, product samples, rolodex cards, forms, manuals, keys, pass or access cards and equipment,
without retaining any copies or summaries of such property. Executive further agrees that to the extent Secret Information or
Confidential
Agreement - Jellison - EVP - 2021
16
Information are in electronic format and in Executive’s possession, custody or control, Executive will provide all such copies to
Nucor and will not keep copies in such format but, upon Nucor’s request, will confirm the permanent deletion or other
destruction thereof.
21.
Entire Agreement; Amendments. This Agreement supersedes, discharges and cancels all previous
agreements regarding Executive’s employment with Nucor, including without limitation that certain Executive Agreement by and
between Nucor Corporation and Executive dated as of September 19, 2016, and constitutes the entire agreement between the
parties with regard to the subject matter hereof. No agreements, representations, or statements of any party not contained
herein shall be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreement shall be
valid unless in writing and signed by both parties.
22.
Assignability. This Agreement and the rights and duties created hereunder shall not be assignable or
delegable by Executive. Nucor may, at its option and without consent of Executive, assign or delegate its rights and duties
hereunder, in whole or in part, to any successor entity or transferee of Nucor Corporation’s assets.
23.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of Nucor and Executive and
their respective permitted successors, assigns, heirs and legal representatives.
24.
No Waiver. No failure or delay by any party to this Agreement to enforce any right specified in this
Agreement will operate as a waiver of such right, nor will any single or partial exercise of a right preclude any further or later
enforcement of the right within the period of the applicable statute of limitations. No waiver of any provision hereof shall be
effective unless such waiver is set forth in a written instrument executed by the party waiving compliance.
25.
Cooperation. Executive agrees that both during and after Executive’s employment, Executive shall, at
Nucor’s request, render all assistance and perform all lawful acts that Nucor considers necessary or advisable in connection
with any litigation involving Nucor or any of its directors, officers, employees, shareholders, agents, representatives, consultants,
clients, customers, suppliers or vendors. Executive understands and agrees that Nucor will reimburse Executive for any
reasonable documented expense Executive incurs related to this cooperation and assistance, but will not be obligated to pay
Executive any additional amounts.
26.
Compliance with Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if (a)
Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of Code as of the Date of Termination and (b) any amount or
benefit that Nucor determines would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code
would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service, then to the
extent necessary to comply with Code Section 409A: (i) if the payment or distribution is payable in a lump sum, Executive’s right
to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s
death or the 7th month following the Date of Termination, and (ii) if the payment, distribution or benefit is payable or provided
over time, the amount of such non-exempt deferred compensation or benefit that would otherwise be payable or provided during
the 6 month period immediately following the Date of Termination will be accumulated, and Executive’s right to receive payment
or distribution of such accumulated amount or benefit will
Agreement - Jellison - EVP - 2021
17
be delayed until the earlier of Executive’s death or the 7th month following the Date of Termination and paid or provided on the
earlier of such dates, without interest, and the normal payment or distribution schedule for any remaining payments, distributions
or benefits will commence.
For purposes of this Agreement, the term “separation from service” shall be defined as provided in Code Section 409A
and applicable regulations, and Executive shall be a “specified employee” during the 12 month period beginning April 1 each
year if Executive met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the
regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the 12 month period ending on the
December 31 immediately preceding the Date of Termination.
Agreement - Jellison - EVP - 2021
[Signatures Appear on Following Page]
18
IN WITNESS WHEREOF, Executive and Nucor Corporation have executed this Agreement to be effective as of the
Effective Date.
EXECUTIVE
/s/ Doug Jellison
Doug Jellison
NUCOR CORPORATION
By: /s/ Leon J. Topalian
Its: President and Chief Executive Officer
Agreement - Jellison - EVP - 2021
19
EXECUTIVE EMPLOYMENT AGREEMENT
10(xxxi)
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between NUCOR
CORPORATION, a Delaware corporation with its principal place of business in Charlotte, North Carolina (“Nucor Corporation”),
and GREGORY J. MURPHY (“Executive”), a resident of North Carolina.
WHEREAS, Executive has heretofore been employed as an at-will employee of Nucor Corporation in the position of
Vice President and General Counsel of Nucor Corporation (the “Prior Position”);
WHEREAS, Nucor Corporation has offered Executive a promotion to the position of Executive Vice President and
General Counsel of Nucor Corporation effective January 1, 2021 (the “Effective Date”), contingent upon Executive’s execution of
this Agreement, and Executive has accepted the promotion;
WHEREAS, Nucor Corporation’s Board of Directors (the “Board”) has approved Executive’s promotion to the position
of Executive Vice President and General Counsel of Nucor Corporation contingent upon Executive’s execution of this
Agreement;
WHEREAS, prior to the effective date of the promotion, Executive and Nucor Corporation discussed the requirements
of the restrictive covenants contained in this Agreement as a condition to Executive’s promotion;
WHEREAS, Nucor Corporation’s promotion of Executive entitles Executive to receive increased compensation and
benefits that Executive did not have prior to Executive’s promotion;
WHEREAS, Executive agrees and acknowledges that in Executive’s new position of Executive Vice President and
General Counsel of Nucor Corporation Executive will acquire greater access to and knowledge of Nucor’s (as hereinafter
defined) trade secrets and confidential information which Executive did not have prior to Executive’s promotion; and
WHEREAS, the parties wish to formalize their employment relationship in writing and for Nucor Corporation to employ
Executive under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration for the promises and mutual agreements contained herein, the parties agree,
effective as of the Effective Date, as follows:
1.
Definitions. In addition to terms defined elsewhere in this Agreement, for purposes of this Agreement the
following definitions shall apply:
(a)
“AIP” means the Nucor Corporation Senior Officers Annual Incentive Plan and any successor plan.
(b)
“Base Salary” means the amount Executive is entitled to receive from Nucor in cash as wages or
salary on an annualized basis in consideration for Executive’s services, (i) including any such amounts which have
been deferred and (ii) excluding all other elements of compensation such as, without limitation, any bonuses,
Agreement - Murphy - EVP - 2021
commissions, overtime, health benefits, perquisites and incentive compensation. For the purpose of determining an
Executive’s Change in Control Non-Compete Benefits, “Base Salary” shall mean, with respect to Executive, the
greater of (i) Executive’s highest Base Salary during the 12 month period immediately preceding the Change in
Control and (ii) Executive’s highest Base Salary in effect at any time thereafter.
(c)
“Business” means the research, manufacture, marketing, trading, sale, fabrication, placement
and/or distribution of steel or steel products (including but not limited to flat-rolled steel, special quality and merchant
quality steel bar and shapes, concrete reinforcement bars, structural steel, hollow structural section tubing, conduit
tubing, steel plate, steel joists and girders, steel deck, steel fasteners, steel pilings, metal building systems and
components, wire rod, welded-wire reinforcement rolls and sheets, cold finished steel bars and wire, guard rail, and
structural welded-wire reinforcement) or steel or steel product inputs (including but not limited to scrap metal and
direct reduced iron).
(d)
“Change in Control” means and includes the occurrence of any one of the following events:
(i)
individuals who, at the Effective Date, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided that any person becoming a
director after the Effective Date and whose election or nomination for election was approved by a vote of at
least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the
proxy statement of Nucor Corporation in which such person is named as a nominee for director, without
written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual
initially elected or nominated as a director of Nucor Corporation as a result of an actual or threatened
election contest (as described in Rule 14a-11 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or
on behalf of any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in
Section 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board (“Proxy Contest”), including by
reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be an
Incumbent Director;
(ii)
any person becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of Nucor Corporation representing 25% or more of the combined
voting power of Nucor Corporation’s then outstanding securities eligible to vote for the election of the Board
(the “Nucor Corporation Voting Securities”); provided, however, that the event described in this clause (ii)
shall not be a Change in Control if it is the result of any of the following acquisitions: (A) an acquisition
directly by or from Nucor Corporation or any Subsidiary; (B) an acquisition by any employee benefit plan (or
related trust) sponsored or maintained by Nucor Corporation or any Subsidiary, (C) an acquisition by an
underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an acquisition
pursuant to a Non-Qualifying Transaction (as defined in clause (iii) of this definition); or
Agreement - Murphy - EVP - 2021
2
(iii)
the consummation of a reorganization, merger, consolidation, statutory share exchange
or similar form of corporate transaction involving Nucor Corporation that requires the approval of Nucor
Corporation’s stockholders, whether for such transaction or the issuance of securities in the transaction (a
“Reorganization”), or the sale or other disposition of all or substantially all of Nucor Corporation’s assets (a
“Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total voting
power of (x) the corporation resulting from such Reorganization or the corporation which has acquired all or
substantially all of the assets of Nucor Corporation (in either case, the “Surviving Corporation”), or (y) if
applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the
voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is
represented by Nucor Corporation Voting Securities that were outstanding immediately prior to such
Reorganization or Sale (or, if applicable, is represented by shares into which Nucor Corporation Voting
Securities were converted pursuant to such Reorganization or Sale), and such voting power among the
holders thereof is in substantially the same proportion as the voting power of such Nucor Corporation Voting
Securities among the holders thereof immediately prior to the Reorganization or Sale, (B) no person (other
than (x) Nucor Corporation, (y) any employee benefit plan (or related trust) sponsored or maintained by the
Surviving Corporation or the Parent Corporation, or (z) a person who immediately prior to the Reorganization
or Sale was the beneficial owner of 25% or more of the outstanding Nucor Corporation Voting Securities) is
the beneficial owner, directly or indirectly, of 25% or more of the total voting power of the outstanding voting
securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation), and (C) at least a majority of the members of the board of directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of
the Reorganization or Sale were Incumbent Directors at the time of the Board’s approval of the execution of
the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which satisfies
all of the foregoing criteria, a “Non-Qualifying Transaction”).
(e)
“Change in Control Non-Compete Benefits” means the payments and benefits provided under
Section 5.
(f)
(g)
(h)
“Change in Control Period” means 24 months.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“Committee” means the Compensation and Executive Development Committee of the Board.
(i)
“Competing Business Activity” means any business activity (other than business activities engaged
in for or on behalf of Nucor) that (i) is the same as, or is in competition with, any portion of the Business, and (ii) is a
business activity in which Executive was involved or engaged in during the course of Executive’s employment with
Nucor.
Agreement - Murphy - EVP - 2021
3
(j)
“Confidential Information” includes all confidential and proprietary information of Nucor, including,
without limitation, any of the following information to the extent not generally known to third persons: financial,
budgetary and legal (including litigation, pre-litigation and related matters) information and strategies; plant design,
specifications, and layouts; equipment design, specifications, and layouts; product design and specifications;
manufacturing processes, procedures, and specifications; data processing or other computer programs; research and
development projects; marketing information and strategies; customer lists; vendor lists; supplier lists; information
about customer preferences and buying patterns; information about supplier or vendor preferences and patterns;
information about prospective customers, vendors, suppliers or business opportunities; proprietary information with
respect to any Nucor employees; proprietary information of any customers, suppliers or vendors of Nucor; information
about Nucor’s costs and the pricing structure used in sales to customers or purchases from suppliers or vendors;
information about Nucor’s overall corporate business strategy; and technological innovations used in Nucor’s
business, to the extent that such information does not fall within the definition of Secret Information.
(k)
“Customer or Supplier” means the following alternatives:
(i)
any customer, vendor or supplier of Nucor with whom Executive or Executive’s direct
reports had significant contact or with whom Executive or Executive’s direct reports directly dealt on behalf
of Nucor at the time of, or at any time during the 12 month period immediately prior to, the Date of
Termination, but if such definition is deemed overbroad by a court of law, then;
(ii)
any customer, vendor or supplier of Nucor with whom Executive had significant contact or
with whom Executive directly dealt on behalf of Nucor at the time of, or at any time during the 12 month
period immediately prior to, the Date of Termination, but if such definition is deemed overbroad by a court of
law, then;
(iii)
any customer, vendor or supplier of Nucor about whom Executive had obtained Secret
Information or Confidential Information by virtue of Executive’s employment with Nucor at any time during
the 12 month period immediately prior to the Date of Termination;
provided, however, that the term “Customer or Supplier” shall not include any business or entity that no longer does
business with Nucor without any direct or indirect interference by Executive or violation of this Agreement by
Executive, and that ceased doing business with Nucor prior to any direct or indirect communication or contact by
Executive.
(l)
“Date of Termination” means the date of Executive’s separation from service with Nucor. For
purposes of this Agreement, the term “separation from service” shall be defined as provided in Section 409A of the
Code and applicable regulations.
(m)
“Equity Award Plan” means the Nucor Corporation 2014 Omnibus Incentive Compensation Plan
and any successor plan and the award methodology adopted by the Committee and in effect thereunder from time to
time.
Agreement - Murphy - EVP - 2021
4
(n)
(o)
“General Non-Compete Benefits” means the payments and benefits provided under Section 4.
“Good Reason” means, with respect to Executive, the occurrence of any of the following events
after a Change in Control:
(i)a material reduction in Executive’s Base Salary;
(ii)
a material reduction
incentive compensation
opportunity under the AIP, the LTIP or other annual or long-term incentive plan for which Executive is eligible
from the Executive’s annual or long-term incentive compensation opportunity under the AIP, the LTIP or
other annual or long-term incentive plan for which Executive is eligible immediately prior to the Change in
Control;
in Executive’s annual or
long-term
(iii)
a material reduction in the value of Executive’s target equity incentive award under the
Equity Award Plan from the value of Executive’s target equity incentive award under the Equity Award Plan
immediately prior to the Change in Control;
(iv)
a material reduction in the aggregate level of employee benefits offered to Executive in
comparison to the employee benefit programs and arrangements enjoyed by Executive immediately prior to
the Change in Control;
(v)
a change in Executive’s principal work location to a work location that is more than 50
miles from the location where Executive was based immediately prior to the Change in Control; or
(vi)
the assignment to Executive of any duties inconsistent in any respect with Executive’s
position, authority, duties or responsibilities as in effect immediately prior to the public announcement of the
Change in Control (including offices, titles, reporting requirements and relationships and status) or any other
action by Nucor Corporation which results in any diminution in Executive’s position, authority, duties or
responsibilities.
Any good faith determination of Good Reason made by Executive shall be conclusive and binding on Nucor
Corporation.
plan.
(p)
(q)
(r)
“LTIP” means the Nucor Corporation Senior Officers Long-Term Incentive Plan and any successor
“Month’s Base Pay” means Executive’s Base Salary divided by 12.
“Nucor” means Nucor Corporation and its direct and indirect subsidiaries and affiliates in existence
or planned during the course of Executive’s employment with Nucor.
(s)
“Prospective Customer or Supplier” means any person or entity who does not currently or has not
yet purchased the products or services of Nucor or provided products or services to Nucor, but who, at the time of, or
at any time during the 12 month
Agreement - Murphy - EVP - 2021
5
period immediately prior to, the Date of Termination, has been targeted by Nucor as a potential user of the products or
services of Nucor or supplier or vendor of products or services to Nucor, and whom Executive or Executive’s direct
reports participated in the solicitation of on behalf of Nucor.
(t)
24 months thereafter.
“Restrictive Period” means a period of time commencing upon the Date of Termination and expiring
(u)
“Restricted Territory” means Executive’s geographic area of responsibility at Nucor which Executive
acknowledges extends to the full scope of Nucor operations throughout the world. “Restricted Territory” therefore
consists of the following alternatives reasonably necessary to protect Nucor’s legitimate business interests:
(i)
Western Europe, the Middle East, South America, Central America and North America,
where Executive acknowledges Nucor engages in the Business, but if such territory is deemed overbroad by
a court of law, then;
(ii)
The United States, Canada, Mexico, Guatemala, Honduras, the Dominican Republic,
Costa Rica, Colombia, Argentina and Brazil, where Executive acknowledges Nucor engages in the
Business, but if such territory is deemed overbroad by a court of law, then;
(iii)
The United States, Canada and Mexico, where Executive acknowledges Nucor engages
in the Business, but if such territory is deemed overbroad by a court of law, then;
(iv)
The contiguous United States, where Executive acknowledges Nucor engages in the
Business.
(v)
“Secret Information” means Nucor’s proprietary and confidential information (i) that is not generally
known in the Business, which would be difficult for others to acquire or duplicate without improper means, (ii) that
Nucor strives to keep secret, and (iii) from which Nucor derives substantial commercial benefit because of the fact that
it is not generally known. As used in this Agreement, Secret Information includes, without limitation: (w) Nucor’s
process of developing and producing raw material, and designing and manufacturing steel and iron products; (x)
Nucor’s process for treating, processing or fabricating steel and iron products; (y) Nucor’s customer, supplier and
vendor lists, non-public financial data, strategic legal (including litigation, pre-litigation and related matters) and
business plans, competitor analysis, sales and marketing data, and proprietary margin, pricing, and cost data; and (z)
any other information or data which meets the definition of Trade Secrets.
(w)
“Solicit” means to initiate contact for the purpose of promoting, marketing, selling, brokering,
procuring or obtaining products or services similar to those Nucor offered or required during the tenure of Executive’s
employment with Nucor or to accept business from Customers or Suppliers or Prospective Customers or Suppliers.
(x)
“Subsidiary” means any corporation (other than Nucor Corporation), limited liability company, or
other business organization in an unbroken chain of entities beginning with Nucor Corporation in which each of such
entities other than the last one
Agreement - Murphy - EVP - 2021
6
in the unbroken chain owns stock, units, or other interests possessing fifty percent (50%) or more of the total
combined voting power of all classes of stock, units, or other interests in one of the other entities in that chain.
(y)
“Trade Secrets” means any information or data meeting the definition for such term under either the
North Carolina Trade Secrets Protection Act or the federal Defend Trade Secrets Act of 2016.
(z)
“Year of Service” shall mean each continuous 12 month period of employment, including fractional
portions thereof and periods of authorized vacation, authorized leave of absence and short-term disability leave, with
Nucor Corporation and its Subsidiaries or their respective successors. Employment with an entity prior to the date it
became a Subsidiary shall not be considered for purposes of determining Executive’s Years of Service unless the
agreement pursuant to which the Subsidiary was acquired by Nucor Corporation provides otherwise or Nucor
Corporation otherwise agrees in writing to consider such employment for purposes of determining Executive’s Years of
Service.
2.
Employment. Nucor agrees to employ Executive in the position of Executive Vice President and General
Counsel of Nucor Corporation, and Executive agrees to accept employment in this position, subject to the terms and conditions
set forth in this Agreement, including the confidentiality, non-competition and non-solicitation provisions which Executive
acknowledges were discussed in detail prior to and made an express condition of Executive’s promotion to Executive Vice
President and General Counsel of Nucor Corporation. Executive acknowledges that the Board’s approval of Executive’s
promotion to Executive Vice President and General Counsel of Nucor Corporation is conditioned upon Executive’s execution of
this Agreement.
3.
Compensation and Benefits During Employment. Nucor will provide the following compensation and benefits
to Executive:
(a)
Nucor will pay Executive a Base Salary of $448,300 per year, paid not less frequently than monthly
in accordance with Nucor’s normal payroll practices, subject to withholding by Nucor and other deductions as required
by law. The parties acknowledge and agree that this amount exceeds the base salary Executive was entitled to
receive in the Prior Position. Executive’s base salary is subject to adjustment up or down by the Board at its sole
discretion and without notice to Executive.
(b)
Provided Executive remains in the position of an executive officer of Nucor Corporation, Executive
will be a participant in and eligible to receive awards of incentive and equity-based compensation under and in
accordance with the applicable terms and conditions of the AIP, the LTIP, and the Equity Award Plan, each as
modified, amended and/or restated from time to time by, and in the sole discretion of, the Committee or the Board.
(c)
Provided Executive remains in the position of an executive officer of Nucor Corporation, Executive
will be eligible for all other employee benefits that are generally made available by Nucor Corporation to its executive
officers, including the Nucor Corporation Supplemental Retirement Plan for Executive Officers (the “Supplemental
Retirement Plan”), each as modified from time to time by, and in the sole
Agreement - Murphy - EVP - 2021
7
discretion of, the Committee or the Board.
4.
General Non-Compete Benefits Following Termination.
(a)
Executive shall be entitled to receive General Non-Compete Benefits from Nucor Corporation as
provided in Section 4(b) if (i) on the Date of Termination, Executive is an executive officer of Nucor Corporation (as
determined in the Committee’s sole discretion), (ii) Executive’s employment with Nucor is terminated for any reason
(other than due to the Executive’s death), including due to the Executive’s disability, voluntary retirement, involuntary
termination or resignation, and (iii) on or before the Date of Termination, Executive executes a separation and release
agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or
may have against Nucor as of the Date of Termination.
(b)
If Executive’s employment is terminated in circumstances entitling Executive to General Non-
Compete Benefits as provided in Section 4(a), Nucor Corporation shall pay Executive General Non-Compete Benefits
in an amount equal to the greater of (i) 6 Month’s Base Pay or (ii) the product of (A) one Month’s Base Pay and (B) the
number of Executive’s Years of Service through the Date of Termination; provided that, if Executive is under age 55 as
of the Date of Termination, Executive’s General Non-Compete Benefits shall not be less than the sum of the value, as
of the Date of Termination, of Executive’s forfeitable deferred common stock units credited to Executive’s deferral
account under the LTIP and Executive’s forfeitable shares of restricted stock awarded under the LTIP. (For the
avoidance of doubt, the minimum amount of General Non-Compete Benefits payable to Executive who is under age
55 as of the Date of Termination shall not include the value of Executive’s forfeitable deferred common stock units
credited to Executive’s deferral account under the AIP or the value of any forfeitable restricted stock units or forfeitable
shares of restricted stock awarded to Executive under the Equity Award Plan). Executive’s General Non-Compete
Benefits shall be reduced and offset, but not below zero, by any severance pay or pay in lieu of notice required to be
paid to Executive under applicable law, including, without limitation, the Worker Adjustment and Retraining Notification
Act or any similar state or local law. Subject to the provisions of Section 26, General Non-Compete Benefits shall be
paid at the time and in the form described in Section 4(c).
(c)
Subject to the provisions of Section 26, if Executive’s employment with Nucor is terminated for any
reason other than Executive’s death, Executive’s General Non-Compete Benefits shall be paid to Executive in 24
equal monthly installments, without interest or other increment thereon, commencing with the first month following the
Date of Termination, provided, however, if Executive dies during the first 12 months following Executive’s termination
from employment with Nucor, then Nucor will pay Executive’s estate the monthly installments due pursuant to this
Section 4(c) through the end of the 12th month following Executive’s termination from employment with Nucor. If
Executive dies 12 or more months after the termination of Executive’s employment with Nucor, then Nucor’s
obligations to make any installment payments under this Section 4(c) will automatically terminate without the necessity
of Nucor providing notice, written or otherwise. If Executive is employed by Nucor at the time of Executive’s death,
Nucor’s obligations to make any payments of the monthly installments pursuant to this Section 4(c) will automatically
terminate and Executive’s estate and executors will have no rights to any such payments.
Agreement - Murphy - EVP - 2021
8
5.
Change in Control Non-Compete Benefits.
(a)
Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company
as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if (i) a Change in Control has
occurred and Executive’s employment with the Nucor is involuntarily terminated by Nucor or is voluntarily terminated
by Executive for Good Reason, provided that, (x) such termination occurs after such Change in Control and on or
before the second anniversary thereof, or (y) the termination occurs before such Change in Control but Executive can
reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable,
occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and
(ii) on or before the Date of Termination, Executive executes a separation and release agreement in form and content
reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against Nucor as of
the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates
employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good
Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to Section 4.
(b)
If Executive’s employment is terminated in circumstances entitling Executive to Change in Control
Non-Compete Benefits as provided in Section 5(a), Nucor Corporation shall pay Executive, in a single lump sum
payment in cash, and subject to Section 26, within 10 days of the Date of Termination, Change in Control Non-
Compete Benefits in an amount equal to the sum of:
(i)
the product of (A) 2 multiplied by (B) the sum of (1) Executive’s Base Salary and (2) the
greater of (x) 150% of Executive’s Base Salary and (y) the average performance award under the AIP
(including any deferred portion thereof but excluding the related “Deferral Incentive” (as defined in the AIP))
for the 3 fiscal years prior to Executive’s Date of Termination, provided for purposes of calculating such
average, the performance award under the AIP for any year in such 3 fiscal year period Executive did not
hold Executive’s current position shall be equal to the performance award under the AIP for such year for
Executive’s position as a percentage of base salary multiplied by Executive’s Base Salary; and
(ii)
if Executive’s Date of Termination occurs prior to the annual grant date under the Equity
Award Plan (which date is currently June 1) for the year in which such Date of Termination occurs, an
amount equal to the aggregate dollar value of the base equity award and the performance-based equity
award Executive would have become entitled to receive under the Equity Award Plan for such year if
Executive’s employment had continued to the annual grant date.
Agreement - Murphy - EVP - 2021
9
(c)
Executive’s Change in Control Non-Compete Benefits shall be reduced and offset, but not below
zero, by any severance pay or pay in lieu of notice required to be paid to Executive under applicable law, including,
without limitation, the Worker Adjustment and Retraining Notification Act or any similar state or local law.
(d)
If Executive is entitled to Change in Control Non-Compete Benefits pursuant to Section 5(a),
Executive shall continue to be provided with medical, dental, and prescription drug benefits comparable to the benefits
provided to Executive immediately prior to the Date of Termination, or if more favorable to Executive, the Change in
Control, for the duration of the Change in Control Period with the same contribution rate for which Executive would
have been responsible if Executive had remained employed through the Change in Control Period. Any benefits so
provided shall not be considered a continuation of coverage required under the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended; provided that, if Executive becomes reemployed with another employer and
is eligible to receive medical, dental or prescription drug insurance coverage under another employer-provided plan
(regardless of whether Executive actually enrolls under such coverage), then the medical, dental or prescription drug
insurance benefits provided pursuant to this Section 5(d) shall be secondary to those provided under such other plan
during such applicable period of eligibility.
(e)
Upon a Change in Control, the obligations of Nucor Corporation to pay and provide the Change in
Control Non-Compete Benefits described in this Section 5 shall be absolute and unconditional and shall not be
affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other
right which Nucor may have against Executive. In no event shall Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this
Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Executive as
a result of employment by another employer, except with respect to the continued welfare benefits provided under
Section 5(d).
(f)
In exchange for Nucor Corporation’s agreement to make Executive eligible for the compensation,
payments and benefits set forth in this Agreement, and other good and valuable consideration, Executive agrees to
strictly abide by the terms of Sections 10 through 15 of this Agreement.
6.
Duties and Responsibilities; Best Efforts. While employed by Nucor, Executive shall perform such duties for
and on behalf of Nucor as may be determined and assigned to Executive from time to time by the Chief Executive Officer of
Nucor Corporation or the Board. Executive shall owe Nucor a fiduciary duty of loyalty and care in keeping with his position as
corporate counsel. Executive shall devote his full time and best efforts to the business and legal affairs of Nucor. During the
term of Executive’s employment with Nucor, Executive will not undertake other paid employment or engage in any other
business activity without the prior written consent of the Board.
7.
Employment at Will. The parties acknowledge and agree that this Agreement does not create employment
for a definite term and that Executive’s employment with Nucor is at will and terminable by Nucor or Executive at any time, with
or without cause and with or
Agreement - Murphy - EVP - 2021
10
without notice, unless otherwise expressly set forth in a separate written agreement executed by Executive and Nucor after the
Effective Date.
8.
Change in Executive’s Position. In the event that Nucor transfers, demotes, promotes, or otherwise changes
Executive’s compensation or position with Nucor, the restrictions and post-termination obligations set forth in Sections 10
through 15 of this Agreement shall remain in full force and effect. Executive acknowledges and agrees that the benefits and
opportunities being provided to Executive under this Agreement are sufficient consideration for Executive’s compliance with
these obligations.
9.
Recognition of Nucor’s Legitimate Interests. Executive understands and acknowledges that Nucor competes
in North America and throughout the world in Business. As part of Executive’s employment with Nucor and status as the most
senior legal employee within Nucor and the responsibilities associated with such role, Executive acknowledges Executive will
continue to have access to and gain knowledge of significant secret, confidential and proprietary information of the full range of
operations of Nucor. In addition, Executive will continue to have access to and contact with vendors, suppliers, customers and
prospective vendors, suppliers and customers of Nucor, in which capacity Executive is expected to develop good relationships
with such vendors, suppliers, customers and prospective vendors, suppliers and customers, and will gain intimate knowledge
regarding the products and services of Nucor. Executive recognizes and agrees that Nucor has spent and will continue to spend
substantial effort, time and money in developing relationships with its customers, suppliers and vendors, that many customers,
suppliers and vendors are long term customers, suppliers and vendors of Nucor, and that all customers, suppliers, vendors and
accounts that Executive may deal with during Executive’s employment with Nucor, including any customers, suppliers, vendors
and accounts acquired for Nucor by Executive, are the customers, suppliers, vendors and accounts of Nucor. Executive
acknowledges that Nucor’s competitors, customers, suppliers and vendors would obtain an unfair advantage if Executive
disclosed Secret Information or Confidential Information to a competitor, customer, supplier or vendor, used it on a competitor’s,
customer’s, supplier’s or vendor’s behalf (except for the benefit of Nucor), or if Executive were able to exploit the relationships
Executive develops as an employee of Nucor to Solicit or direct business on behalf of a competitor, customer, supplier or
vendor.
10.
Covenant Regarding Nucor’s Secret Information.
(a)
Executive recognizes and agrees
to Secret
Information. Executive agrees that unless Executive is expressly authorized by Nucor in writing, Executive will not use
or disclose or allow to be used or disclosed Secret Information. This covenant shall survive until the Secret
Information is generally known in the industry through no act or omission of the Executive or until Nucor knowingly
limitations on use or
authorizes
confidentiality. Executive acknowledges that Executive did not have knowledge of Secret Information prior to
Executive’s employment with Nucor and that the Secret Information does not include Executive’s general skills and
know-how.
that Executive will have continued access
the disclosure of or discloses
Information, without any
the Secret
(b)
Notwithstanding anything to the contrary set forth in this Agreement, pursuant to the federal Defend
Trade Secrets Act of 2016, an individual will be immune from criminal or civil liability under any federal or state trade
secret law for (i) the disclosure of a Trade Secret that is made (A) in confidence to a federal, state, or local government
official, either directly or indirectly, or to an attorney; and (B) solely for the
Agreement - Murphy - EVP - 2021
11
purpose of reporting or investigating a suspected violation of law; or (ii) a disclosure that is made in a complaint or
other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit
for retaliation by an employer for reporting a suspected violation of law may disclose the Trade Secret to the attorney
of the individual and use the Trade Secret information in the court proceeding, if the individual files any document
containing the Trade Secret under seal and does not disclose the Trade Secret, except pursuant to court order.
11.
Agreement to Maintain Confidentiality; Non-Disparagement.
(a)
During Executive’s employment with Nucor and at all times after the termination of Executive’s
employment with Nucor, (i) Executive covenants and agrees to treat as confidential all Confidential Information
submitted to Executive or received, compiled, developed, designed, produced, accessed, or otherwise discovered by
the Executive from time to time while employed by Nucor, and (ii) Executive will not disclose or divulge the
Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for
Executive’s own benefit or for the benefit of any person, entity, firm or company other than Nucor. This restriction will
apply throughout the world; provided, however, that if the restrictions of this Section 11(a) when applied to any specific
piece of Confidential Information would prevent Executive from using Executive’s general knowledge or skills in
competition with Nucor or would otherwise substantially restrict the Executive’s ability to fairly compete with Nucor,
then as to that piece of Confidential Information only, the scope of this restriction will apply only for the Restrictive
Period (as defined below).
(b)
Executive specifically acknowledges that the Confidential Information, whether reduced to writing
or maintained in the mind or memory of Executive, and whether compiled or created by Executive, Nucor, or any of its
customers, suppliers or vendors or prospective customers, suppliers or vendors, derives independent economic value
from not being readily known to or ascertainable by proper means by others who could obtain economic value from
the disclosure or use of the Confidential Information. Executive also acknowledges that reasonable efforts have been
put forth by Nucor to maintain the secrecy of the Confidential Information, that the Confidential Information is and will
remain the sole property of Nucor or any of its customers, suppliers or vendors or prospective customers, suppliers or
vendors, as the case may be, and that any retention and/or use of Confidential Information during or after the
termination of Executive’s employment with Nucor (except in the regular course of performing Executive’s duties
hereunder) will constitute a misappropriation of the Confidential Information belonging to Nucor. Executive
acknowledges and agrees that if Executive (i) accesses Confidential Information on any Nucor computer system within
30 days prior to the effective date of Executive’s voluntary resignation of employment with Nucor and (ii) transmits,
copies or reproduces in any manner such Confidential Information to or for himself or any person or entity not
authorized by Nucor to receive such Confidential Information, or deletes any such Confidential Information, Executive
is exceeding Executive’s authorized access to such computer system. Notwithstanding anything to the contrary set
forth herein, this Agreement shall not be construed to restrict Executive from communications or disclosures that are
protected under federal law or regulation.
(c)
Executive agrees not to make any statements, written (including electronically) or verbal, or cause
or encourage others to make any statements, written
Agreement - Murphy - EVP - 2021
12
(including electronically) or verbal, that defame, disparage or in any way criticize the personal or business reputation,
practices, or conduct of Nucor, or any of Nucor’s directors, managers, officers, employees, agents or representatives.
Executive acknowledges and agrees that this prohibition extends to statements, written (including electronically) or
verbal, made to anyone, including but not limited to the general public, the news media, investors, potential investors,
any board of directors, industry analysts, competitors, strategic partners, vendors, customers or Nucor employees,
agents or representatives (past and present), however, nothing set forth in this Section 11(c) prohibits Executive from
communicating, without notice to or approval by Nucor Corporation, with any United States federal government
agency about a potential violation of a United States federal law or regulation.
12.
Noncompetition. Executive hereby agrees that for the duration of Executive’s employment with Nucor and
for the duration of the Restrictive Period, Executive will not, either individually or by or through any agent, representative, entity,
employee or otherwise, within the Restricted Territory:
(a)
engage in any Competing Business Activity, whether as an owner, partner, shareholder, member,
lender, employee, consultant, agent, co-venturer or in any other capacity;
(b)
commence, establish, own (in whole or in part) or provide financing for any business that engages
in any Competing Business Activity, whether (i) by establishing a sole proprietorship, (ii) as a partner of a partnership,
(iii) as a member of a limited liability company, (iv) as a shareholder of a corporation (except to the extent Executive is
the holder of not more than 2% of any class of the outstanding stock of any company listed on a national securities
exchange so long as Executive does not actively participate in the management or business of any such entity) or (v)
as the owner of any equity interest in any such entity;
(c)
provide any public endorsement of, or otherwise lend Executive’s name for use by, any person or
entity engaged in any Competing Business Activity; or
(d)
engage in work, whether for a competitor, customer, vendor or supplier of Nucor or otherwise, that
could reasonably be expected to call on Executive in the fulfillment of Executive’s duties and responsibilities to reveal,
rely upon, or otherwise use Confidential Information or Secret Information.
For the avoidance of doubt and notwithstanding anything to the contrary set forth herein, in no event will Executive, subsequent
to the termination of his employment with Nucor, be prohibited from or restricted in the practice of law and providing legal
services for or on behalf of any person or entity so long as such legal services are not provided to any person or entity that
engages in a Competing Business under circumstances in which Executive would reasonably be expected by Nucor to use or
rely on Confidential Information or Secret Information.
13.
Nonsolicitation. Executive hereby agrees for the duration of Executive’s employment with Nucor and for the
duration of the Restrictive Period, Executive shall not, either individually or by or through any agent, representative, entity,
employee or otherwise:
Agreement - Murphy - EVP - 2021
13
(a)
Solicit or attempt to influence any Customer or Supplier to limit, curtail, cancel, or terminate any
business it transacts with, or products or services it receives from or provides to Nucor;
(b)
Solicit or attempt to influence any Prospective Customer or Supplier to terminate any business
negotiations it is having with Nucor, or to otherwise not do business with Nucor;
(c)
Solicit or attempt to influence any Customer or Supplier to purchase products or services from an
entity other than Nucor or to provide products or services to an entity other than Nucor, which are the same or
substantially similar to, or otherwise in competition with, those offered to the Customer or Supplier by Nucor or those
offered to Nucor by the Customer or Supplier; or
(d)
Solicit or attempt to influence any Prospective Customer or Supplier to purchase products or
services from an entity other than Nucor or to provide products or services to an entity other than Nucor, which are the
same or substantially similar to, or otherwise in competition with, those offered to the Prospective Customer or
Supplier by Nucor or those offered to Nucor by the Prospective Customer or Supplier.
14.
Antipiracy.
(a)
Executive agrees for the duration of the Restrictive Period, Executive will not, either individually or
through or by any agent, representative, entity, employee or otherwise, solicit, encourage, contact, or attempt to
induce any employees of Nucor (i) with whom Executive had regular contact with at the time of, or at any time during
the 12 month period immediately prior to, the Date of Termination, and (ii) who are employed by Nucor at the time of
the encouragement, contact or attempted inducement, to end their employment relationship with Nucor.
(b)
Executive further agrees for the duration of the Restrictive Period not to hire, or to assist any other
person or entity to hire, any employees described in Section 14(a) of this Agreement.
15.
Assignment of Intellectual Property Rights.
(a)
Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including
copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or
otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely
or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the
execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are
patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed,
invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or
demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s
behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s
development, making or conception thereof.
Agreement - Murphy - EVP - 2021
14
(b)
The assignment requirement in Section 15(a) shall not apply to an invention that Executive
developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information
or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably
anticipated research or development, or (ii) result from any work performed by Executive for Nucor.
(c)
Executive will, within 3 business days following Nucor’s request, execute a specific assignment of
title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable
Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in
the United States and in any other applicable country.
(d)
Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of
any Developments to Nucor implied by law.
16.
Severability. It is the intention of the parties to restrict the activities of Executive only to the extent
reasonably necessary for the protection of Nucor’s legitimate interests. The parties specifically covenant and agree that should
any of the provisions in this Agreement be deemed by a court of competent jurisdiction too broad for the protection of Nucor’s
legitimate interests, the parties authorize the court to narrow, limit or modify the restrictions herein to the extent reasonably
necessary to accomplish such purpose. In the event such limiting construction is impossible, such invalid or unenforceable
provision shall be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force
and effect.
17.
Enforcement. Executive understands and agrees that any breach or threatened breach by Executive of any
of the provisions of Sections 10 through 15 of this Agreement shall be considered a material breach of this Agreement, and in
the event of such a breach or threatened breach of this Agreement, Nucor shall be entitled to pursue any and all of its remedies
under law or in equity arising out of such breach. If Nucor pursues either a temporary restraining order or temporary injunctive
relief, then Executive agrees to expedited discovery with respect thereto and waives any requirement that Nucor post a
bond. Executive further agrees that in the event of Executive’s breach of any of the provisions of Sections 10 through 15 of this
Agreement, unless otherwise prohibited by law:
(a)
Nucor shall be entitled to (i) cancel any unexercised stock options granted under any senior officer
equity incentive compensation plan from and after the Effective Date (the “Post-Agreement Date Option Grants”), (ii)
cease payment of any General Non-Compete Benefits, Change in Control Non-Compete Benefits and/or other similar
payments (including those under the Supplemental Retirement Plan) otherwise due hereunder, (iii) seek other
appropriate relief, including, without limitation, repayment by Executive of General Non-Compete Benefits, Change in
Control Non-Compete Benefits and/or other similar payments (including those under the Supplemental Retirement
Plan); and
(b)
Executive shall (i) forfeit any (A) unexercised Post-Agreement Date Option Grants and (B) any
shares of restricted stock or restricted stock units granted under any senior officer equity incentive compensation plan
that vested during the 6 month period immediately preceding Executive’s termination of employment (the “Vested
Agreement - Murphy - EVP - 2021
15
Stock”) and (ii) forfeit and immediately return upon demand by Nucor any profit realized by Executive from the
exercise of any Post-Agreement Date Option Grants or sale or exchange of any Vested Stock during the 6 month
period preceding Executive’s breach of any of the provisions of Sections 10 through 15 of this Agreement.
Executive agrees that any breach or threatened breach of any of the provisions of Sections 10 through 15 will cause Nucor
irreparable harm which cannot be remedied through monetary damages and the alternative relief set forth in Sections 17(a) and
(b) shall not be considered an adequate remedy for the harm Nucor would incur. Executive further agrees that such remedies in
Sections 17(a) and (b) will not preclude injunctive relief.
If Executive breaches or threatens to breach any of the provisions of Sections 12, 13 or 14 of this Agreement and Nucor obtains
an injunction, preliminary or otherwise, ordering Executive to adhere to the Restrictive Period required by the applicable Section,
then the applicable Restrictive Period will be extended by the number of days that Nucor has alleged that Executive has been in
breach of any of these provisions.
Executive further agrees, unless otherwise prohibited by law, to pay Nucor’s attorneys’ fees and costs incurred in successfully
enforcing its rights pursuant to this Section 17, or in defending against any action brought by Executive or on Executive’s behalf
in violation of or under this Section 17 in which Nucor prevails. Executive agrees that Nucor’s actions pursuant to this Section
17, including, without limitation, filing a legal action, are permissible and are not and will not be considered by Executive to be
retaliatory. Executive further represents and acknowledges that in the event of the termination of Executive’s employment for
any reason, Executive’s experience and capabilities are such that Executive can obtain employment and that enforcement of
this Agreement by way of injunction will not prevent Executive from earning a livelihood.
18.
Reasonableness of Restrictions. Executive has carefully considered the nature and extent of the restrictions
upon Executive and the rights and remedies conferred upon Nucor under Sections 10, 11, 12, 13, 14 and 17 and hereby
acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would
otherwise be unfair to Nucor, do not interfere with Executive’s exercise of Executive’s inherent skill and experience, are
reasonably required to protect the legitimate interests of Nucor, and do not confer a benefit upon Nucor disproportionate to the
detriment to Executive. Executive certifies that Executive has had the opportunity to discuss this Agreement with such legal
advisors as Executive chooses and that Executive understands its provisions and has entered into this Agreement freely and
voluntarily.
19.
Applicable Law. Following Executive’s promotion to Executive Vice President and General Counsel of
Nucor Corporation, Executive’s primary place of employment will be Nucor’s corporate headquarters located in Charlotte, North
Carolina. Accordingly, this Agreement is made in, and shall be interpreted, construed and governed according to the laws of,
the State of North Carolina, regardless of choice of law principles of any jurisdiction to the contrary. Each party, for themselves
and their successors and assigns, hereby irrevocably (a) consents to the exclusive jurisdiction of the North Carolina state and
federal courts located in Mecklenburg County, North Carolina and (b) waives any objection to any such action based on venue
or forum non conveniens. Further, Executive hereby irrevocably consents to the jurisdiction of any court or similar body within
the Restricted Territory for enforcement of any judgment entered in a court or similar body pursuant to this Agreement. This
Agreement is
Agreement - Murphy - EVP - 2021
16
intended, among other things, to supplement the provisions of the North Carolina Trade Secrets Protection Act and the Defend
Trade Secrets Act of 2016, each as amended from time to time, and the duties Executive owes to Nucor under North Carolina
common law, including, but not limited to, fiduciary duties owed by Executive to Nucor.
20.
Executive to Return Property. Executive agrees that upon (a) the termination of Executive’s employment
with Nucor and within 3 business days thereof, whether by Executive or Nucor for any reason (with or without cause), or (b) the
written request of Nucor, Executive (or in the event of the death or disability of Executive, Executive’s heirs, successors, assigns
and legal representatives) shall return to Nucor any and all property of Nucor regardless of the medium in which such property is
stored or kept, including but not limited to all Secret Information, Confidential Information, notes, data, tapes, computers, lists,
customer lists, supplier lists, vendor lists, names of customers, suppliers or vendors, reference items, phones, documents,
sketches, drawings, software, product samples, rolodex cards, forms, manuals, keys, pass or access cards and equipment,
without retaining any copies or summaries of such property. Executive further agrees that to the extent Secret Information or
Confidential Information are in electronic format and in Executive’s possession, custody or control, Executive will provide all
such copies to Nucor and will not keep copies in such format but, upon Nucor’s request, will confirm the permanent deletion or
other destruction thereof.
21.
Entire Agreement; Amendments. This Agreement supersedes, discharges and cancels all previous
agreements regarding Executive’s employment with Nucor, including without limitation that certain Executive Agreement by and
between Nucor Corporation and Executive dated as of May 30, 2015, and constitutes the entire agreement between the parties
with regard to the subject matter hereof. No agreements, representations, or statements of any party not contained herein shall
be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreement shall be valid unless
in writing and signed by both parties.
22.
Assignability. This Agreement and the rights and duties created hereunder shall not be assignable or
delegable by Executive. Nucor may, at its option and without consent of Executive, assign or delegate its rights and duties
hereunder, in whole or in part, to any successor entity or transferee of Nucor Corporation’s assets.
23.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of Nucor and Executive and
their respective permitted successors, assigns, heirs and legal representatives.
24.
No Waiver. No failure or delay by any party to this Agreement to enforce any right specified in this
Agreement will operate as a waiver of such right, nor will any single or partial exercise of a right preclude any further or later
enforcement of the right within the period of the applicable statute of limitations. No waiver of any provision hereof shall be
effective unless such waiver is set forth in a written instrument executed by the party waiving compliance.
25.
Cooperation. Executive agrees that both during and after Executive’s employment, Executive shall, at
Nucor’s request, render all assistance and perform all lawful acts that Nucor considers necessary or advisable in connection
with any litigation involving Nucor or any of its directors, officers, employees, shareholders, agents, representatives, consultants,
clients, customers, suppliers or vendors. Executive understands and agrees that Nucor will reimburse Executive for any
reasonable documented expense Executive incurs
Agreement - Murphy - EVP - 2021
17
related to this cooperation and assistance, but will not be obligated to pay Executive any additional amounts.
26.
Compliance with Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if (a)
Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of Code as of the Date of Termination and (b) any amount or
benefit that Nucor determines would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code
would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service, then to the
extent necessary to comply with Code Section 409A: (i) if the payment or distribution is payable in a lump sum, Executive’s right
to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s
death or the 7th month following the Date of Termination, and (ii) if the payment, distribution or benefit is payable or provided
over time, the amount of such non-exempt deferred compensation or benefit that would otherwise be payable or provided during
the 6 month period immediately following the Date of Termination will be accumulated, and Executive’s right to receive payment
or distribution of such accumulated amount or benefit will be delayed until the earlier of Executive’s death or the 7th month
following the Date of Termination and paid or provided on the earlier of such dates, without interest, and the normal payment or
distribution schedule for any remaining payments, distributions or benefits will commence.
For purposes of this Agreement, the term “separation from service” shall be defined as provided in Code Section 409A
and applicable regulations, and Executive shall be a “specified employee” during the 12 month period beginning April 1 each
year if Executive met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the
regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the 12 month period ending on the
December 31 immediately preceding the Date of Termination.
Agreement - Murphy - EVP - 2021
[Signatures Appear on Following Page]
18
IN WITNESS WHEREOF, Executive and Nucor Corporation have executed this Agreement to be effective as of the
Effective Date.
EXECUTIVE
/s/ Gregory J. Murphy
Gregory J. Murphy
NUCOR CORPORATION
By: /s/ Leon J. Topalian
Its: President and Chief Executive Officer
Agreement - Murphy - EVP - 2021
19
EXECUTIVE EMPLOYMENT AGREEMENT
10(xxxii)
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between NUCOR
CORPORATION, a Delaware corporation with its principal place of business in Charlotte, North Carolina (“Nucor Corporation”),
and DANIEL R. NEEDHAM (“Executive”), a resident of Indiana as of the date hereof, but who will be relocating to the Charlotte,
North Carolina area pursuant to the performance of Executive’s duties following Executive’s promotion discussed herein.
WHEREAS, Executive has heretofore been employed at Nucor Corporation’s Nucor Steel Indiana division as an at-will
employee of Nucor Corporation in the position of Vice President of Nucor Corporation and General Manager of Nucor Steel
Indiana (the “Prior Position”);
WHEREAS, Nucor Corporation has offered Executive a promotion to the position of Executive Vice President of Nucor
Corporation effective February 1, 2021 (the “Effective Date”), contingent upon Executive’s execution of this Agreement, and
Executive has accepted the promotion;
WHEREAS, Nucor Corporation’s Board of Directors (the “Board”) has approved Executive’s promotion to the position
of Executive Vice President of Nucor Corporation contingent upon Executive’s execution of this Agreement;
WHEREAS, prior to the effective date of the promotion, Executive and Nucor Corporation discussed the requirements
of the restrictive covenants contained in this Agreement as a condition to Executive’s promotion;
WHEREAS, Nucor Corporation’s promotion of Executive entitles Executive to receive increased compensation and
benefits that Executive did not have prior to Executive’s promotion;
WHEREAS, Executive agrees and acknowledges that in Executive’s new position of Executive Vice President of
Nucor Corporation Executive will acquire greater access to and knowledge of Nucor’s (as hereinafter defined) trade secrets and
confidential information which Executive did not have prior to Executive’s promotion; and
WHEREAS, the parties wish to formalize their employment relationship in writing and for Nucor Corporation to employ
Executive under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration for the promises and mutual agreements contained herein, the parties agree,
effective as of the Effective Date, as follows:
1.
Definitions. In addition to terms defined elsewhere in this Agreement, for purposes of this Agreement the
following definitions shall apply:
(a)
“AIP” means the Nucor Corporation Senior Officers Annual Incentive Plan and any successor plan.
(b)
“Base Salary” means the amount Executive is entitled to receive from Nucor in cash as wages or
salary on an annualized basis in consideration for Executive’s services, (i) including any such amounts which have
been deferred and (ii) excluding all
Agreement - Needham - EVP - 2021
other elements of compensation such as, without limitation, any bonuses, commissions, overtime, health benefits,
perquisites and incentive compensation. For the purpose of determining an Executive’s Change in Control Non-
Compete Benefits, “Base Salary” shall mean, with respect to Executive, the greater of (i) Executive’s highest Base
Salary during the 12 month period immediately preceding the Change in Control and (ii) Executive’s highest Base
Salary in effect at any time thereafter.
(c)
“Business” means the research, manufacture, marketing, trading, sale, fabrication, placement
and/or distribution of steel or steel products (including but not limited to flat-rolled steel, special quality and merchant
quality steel bar and shapes, concrete reinforcement bars, structural steel, hollow structural section tubing, conduit
tubing, steel plate, steel joists and girders, steel deck, steel fasteners, steel pilings, metal building systems and
components, wire rod, welded-wire reinforcement rolls and sheets, cold finished steel bars and wire, guard rail, and
structural welded-wire reinforcement) or steel or steel product inputs (including but not limited to scrap metal and
direct reduced iron).
(d)
“Change in Control” means and includes the occurrence of any one of the following events:
(i)
individuals who, at the Effective Date, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided that any person becoming a
director after the Effective Date and whose election or nomination for election was approved by a vote of at
least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the
proxy statement of Nucor Corporation in which such person is named as a nominee for director, without
written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual
initially elected or nominated as a director of Nucor Corporation as a result of an actual or threatened
election contest (as described in Rule 14a-11 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or
on behalf of any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in
Section 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board (“Proxy Contest”), including by
reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be an
Incumbent Director;
(ii)
any person becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of Nucor Corporation representing 25% or more of the combined
voting power of Nucor Corporation’s then outstanding securities eligible to vote for the election of the Board
(the “Nucor Corporation Voting Securities”); provided, however, that the event described in this clause (ii)
shall not be a Change in Control if it is the result of any of the following acquisitions: (A) an acquisition
directly by or from Nucor Corporation or any Subsidiary; (B) an acquisition by any employee benefit plan (or
related trust) sponsored or maintained by Nucor Corporation or any Subsidiary, (C) an acquisition by an
underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an acquisition
pursuant to a Non-Qualifying Transaction (as defined in clause (iii) of this definition); or
Agreement - Needham - EVP - 2021
2
(iii)
the consummation of a reorganization, merger, consolidation, statutory share exchange
or similar form of corporate transaction involving Nucor Corporation that requires the approval of Nucor
Corporation’s stockholders, whether for such transaction or the issuance of securities in the transaction (a
“Reorganization”), or the sale or other disposition of all or substantially all of Nucor Corporation’s assets (a
“Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total voting
power of (x) the corporation resulting from such Reorganization or the corporation which has acquired all or
substantially all of the assets of Nucor Corporation (in either case, the “Surviving Corporation”), or (y) if
applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the
voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is
represented by Nucor Corporation Voting Securities that were outstanding immediately prior to such
Reorganization or Sale (or, if applicable, is represented by shares into which Nucor Corporation Voting
Securities were converted pursuant to such Reorganization or Sale), and such voting power among the
holders thereof is in substantially the same proportion as the voting power of such Nucor Corporation Voting
Securities among the holders thereof immediately prior to the Reorganization or Sale, (B) no person (other
than (x) Nucor Corporation, (y) any employee benefit plan (or related trust) sponsored or maintained by the
Surviving Corporation or the Parent Corporation, or (z) a person who immediately prior to the Reorganization
or Sale was the beneficial owner of 25% or more of the outstanding Nucor Corporation Voting Securities) is
the beneficial owner, directly or indirectly, of 25% or more of the total voting power of the outstanding voting
securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation), and (C) at least a majority of the members of the board of directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of
the Reorganization or Sale were Incumbent Directors at the time of the Board’s approval of the execution of
the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which satisfies
all of the foregoing criteria, a “Non-Qualifying Transaction”).
(e)
“Change in Control Non-Compete Benefits” means the payments and benefits provided under
Section 5.
(f)
(g)
(h)
“Change in Control Period” means 24 months.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“Committee” means the Compensation and Executive Development Committee of the Board.
(i)
“Competing Business Activity” means any business activity (other than business activities engaged
in for or on behalf of Nucor) that (i) is the same as, or is in competition with, any portion of the Business, and (ii) is a
business activity in which Executive was involved or engaged in during the course of Executive’s employment with
Nucor.
Agreement - Needham - EVP - 2021
3
(j)
“Confidential Information” includes all confidential and proprietary information of Nucor, including,
without limitation, any of the following information to the extent not generally known to third persons: financial and
budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and
layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing
or other computer programs; research and development projects; marketing information and strategies; customer lists;
vendor lists; supplier lists; information about customer preferences and buying patterns; information about supplier or
vendor preferences and patterns; information about prospective customers, vendors, suppliers or business
opportunities; proprietary information with respect to any Nucor employees; proprietary information of any customers,
suppliers or vendors of Nucor; information about Nucor’s costs and the pricing structure used in sales to customers or
purchases from suppliers or vendors; information about Nucor’s overall corporate business strategy; and technological
innovations used in Nucor’s business, to the extent that such information does not fall within the definition of Secret
Information.
(k)
“Customer or Supplier” means the following alternatives:
(i)
any customer, vendor or supplier of Nucor with whom Executive or Executive’s direct
reports had significant contact or with whom Executive or Executive’s direct reports directly dealt on behalf
of Nucor at the time of, or at any time during the 12 month period immediately prior to, the Date of
Termination, but if such definition is deemed overbroad by a court of law, then;
(ii)
any customer, vendor or supplier of Nucor with whom Executive had significant contact or
with whom Executive directly dealt on behalf of Nucor at the time of, or at any time during the 12 month
period immediately prior to, the Date of Termination, but if such definition is deemed overbroad by a court of
law, then;
(iii)
any customer, vendor or supplier of Nucor about whom Executive had obtained Secret
Information or Confidential Information by virtue of Executive’s employment with Nucor at any time during
the 12 month period immediately prior to the Date of Termination;
provided, however, that the term “Customer or Supplier” shall not include any business or entity that no longer does
business with Nucor without any direct or indirect interference by Executive or violation of this Agreement by
Executive, and that ceased doing business with Nucor prior to any direct or indirect communication or contact by
Executive.
(l)
“Date of Termination” means the date of Executive’s separation from service with Nucor. For
purposes of this Agreement, the term “separation from service” shall be defined as provided in Section 409A of the
Code and applicable regulations.
(m)
“Equity Award Plan” means the Nucor Corporation 2014 Omnibus Incentive Compensation Plan
and any successor plan and the award methodology adopted by the Committee and in effect thereunder from time to
time.
(n)
“General Non-Compete Benefits” means the payments and benefits provided under Section 4.
Agreement - Needham - EVP - 2021
4
(o)
“Good Reason” means, with respect to Executive, the occurrence of any of the following events
after a Change in Control:
(i)a material reduction in Executive’s Base Salary;
(ii)
a material reduction
incentive compensation
opportunity under the AIP, the LTIP or other annual or long-term incentive plan for which Executive is eligible
from the Executive’s annual or long-term incentive compensation opportunity under the AIP, the LTIP or
other annual or long-term incentive plan for which Executive is eligible immediately prior to the Change in
Control;
in Executive’s annual or
long-term
(iii)
a material reduction in the value of Executive’s target equity incentive award under the
Equity Award Plan from the value of Executive’s target equity incentive award under the Equity Award Plan
immediately prior to the Change in Control;
(iv)
a material reduction in the aggregate level of employee benefits offered to Executive in
comparison to the employee benefit programs and arrangements enjoyed by Executive immediately prior to
the Change in Control;
(v)
a change in Executive’s principal work location to a work location that is more than 50
miles from the location where Executive was based immediately prior to the Change in Control; or
(vi)
the assignment to Executive of any duties inconsistent in any respect with Executive’s
position, authority, duties or responsibilities as in effect immediately prior to the public announcement of the
Change in Control (including offices, titles, reporting requirements and relationships and status) or any other
action by Nucor Corporation which results in any diminution in Executive’s position, authority, duties or
responsibilities.
Any good faith determination of Good Reason made by Executive shall be conclusive and binding on Nucor
Corporation.
plan.
(p)
(q)
(r)
“LTIP” means the Nucor Corporation Senior Officers Long-Term Incentive Plan and any successor
“Month’s Base Pay” means Executive’s Base Salary divided by 12.
“Nucor” means Nucor Corporation and its direct and indirect subsidiaries and affiliates in existence
or planned during the course of Executive’s employment with Nucor.
(s)
“Prospective Customer or Supplier” means any person or entity who does not currently or has not
yet purchased the products or services of Nucor or provided products or services to Nucor, but who, at the time of, or
at any time during the 12 month period immediately prior to, the Date of Termination, has been targeted by Nucor as a
potential user of the products or services of Nucor or supplier or vendor of products or
Agreement - Needham - EVP - 2021
5
services to Nucor, and whom Executive or Executive’s direct reports participated in the solicitation of on behalf of
Nucor.
(t)
24 months thereafter.
“Restrictive Period” means a period of time commencing upon the Date of Termination and expiring
(u)
“Restricted Territory” means Executive’s geographic area of responsibility at Nucor which Executive
acknowledges extends to the full scope of Nucor operations throughout the world. “Restricted Territory” therefore
consists of the following alternatives reasonably necessary to protect Nucor’s legitimate business interests:
(i)
Western Europe, the Middle East, South America, Central America and North America,
where Executive acknowledges Nucor engages in the Business, but if such territory is deemed overbroad by
a court of law, then;
(ii)
The United States, Canada, Mexico, Guatemala, Honduras, the Dominican Republic,
Costa Rica, Colombia, Argentina and Brazil, where Executive acknowledges Nucor engages in the
Business, but if such territory is deemed overbroad by a court of law, then;
(iii)
The United States, Canada and Mexico, where Executive acknowledges Nucor engages
in the Business, but if such territory is deemed overbroad by a court of law, then;
(iv)
The contiguous United States, where Executive acknowledges Nucor engages in the
Business.
(v)
“Secret Information” means Nucor’s proprietary and confidential information (i) that is not generally
known in the Business, which would be difficult for others to acquire or duplicate without improper means, (ii) that
Nucor strives to keep secret, and (iii) from which Nucor derives substantial commercial benefit because of the fact that
it is not generally known. As used in this Agreement, Secret Information includes, without limitation: (w) Nucor’s
process of developing and producing raw material, and designing and manufacturing steel and iron products; (x)
Nucor’s process for treating, processing or fabricating steel and iron products; (y) Nucor’s customer, supplier and
vendor lists, non-public financial data, strategic business plans, competitor analysis, sales and marketing data, and
proprietary margin, pricing, and cost data; and (z) any other information or data which meets the definition of Trade
Secrets.
(w)
“Solicit” means to initiate contact for the purpose of promoting, marketing, selling, brokering,
procuring or obtaining products or services similar to those Nucor offered or required during the tenure of Executive’s
employment with Nucor or to accept business from Customers or Suppliers or Prospective Customers or Suppliers.
(x)
“Subsidiary” means any corporation (other than Nucor Corporation), limited liability company, or
other business organization in an unbroken chain of entities beginning with Nucor Corporation in which each of such
entities other than the last one in the unbroken chain owns stock, units, or other interests possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock, units, or other interests in one of the other
entities in that chain.
Agreement - Needham - EVP - 2021
6
(y)
“Trade Secrets” means any information or data meeting the definition for such term under either the
North Carolina Trade Secrets Protection Act or the federal Defend Trade Secrets Act of 2016.
(z)
“Year of Service” shall mean each continuous 12 month period of employment, including fractional
portions thereof and periods of authorized vacation, authorized leave of absence and short-term disability leave, with
Nucor Corporation and its Subsidiaries or their respective successors. Employment with an entity prior to the date it
became a Subsidiary shall not be considered for purposes of determining Executive’s Years of Service unless the
agreement pursuant to which the Subsidiary was acquired by Nucor Corporation provides otherwise or Nucor
Corporation otherwise agrees in writing to consider such employment for purposes of determining Executive’s Years of
Service.
2.
Employment. Nucor agrees to employ Executive in the position of Executive Vice President of Nucor
Corporation, and Executive agrees to accept employment in this position, subject to the terms and conditions set forth in this
Agreement, including the confidentiality, non-competition and non-solicitation provisions which Executive acknowledges were
discussed in detail prior to and made an express condition of Executive’s promotion to Executive Vice President of Nucor
Corporation. Executive acknowledges that the Board’s approval of Executive’s promotion to Executive Vice President of Nucor
Corporation is conditioned upon Executive’s execution of this Agreement.
3.
Compensation and Benefits During Employment. Nucor will provide the following compensation and benefits
to Executive:
(a)
Nucor will pay Executive a Base Salary of $464,900 per year, paid not less frequently than monthly
in accordance with Nucor’s normal payroll practices, subject to withholding by Nucor and other deductions as required
by law. The parties acknowledge and agree that this amount exceeds the base salary Executive was entitled to
receive in the Prior Position. Executive’s base salary is subject to adjustment up or down by the Board at its sole
discretion and without notice to Executive.
(b)
Provided Executive remains in the position of an executive officer of Nucor Corporation, Executive
will be a participant in and eligible to receive awards of incentive and equity-based compensation under and in
accordance with the applicable terms and conditions of the AIP, the LTIP, and the Equity Award Plan, each as
modified, amended and/or restated from time to time by, and in the sole discretion of, the Committee or the Board.
(c)
Provided Executive remains in the position of an executive officer of Nucor Corporation, Executive
will be eligible for all other employee benefits that are generally made available by Nucor Corporation to its executive
officers, including the Nucor Corporation Supplemental Retirement Plan for Executive Officers (the “Supplemental
Retirement Plan”), each as modified from time to time by, and in the sole discretion of, the Committee or the Board.
4.
General Non-Compete Benefits Following Termination.
(a)
Executive shall be entitled to receive General Non-Compete Benefits from Nucor Corporation as
provided in Section 4(b) if (i) on the Date of Termination, Executive
Agreement - Needham - EVP - 2021
7
is an executive officer of Nucor Corporation (as determined in the Committee’s sole discretion), (ii) Executive’s
employment with Nucor is terminated for any reason (other than due to the Executive’s death), including due to the
Executive’s disability, voluntary retirement, involuntary termination or resignation, and (iii) on or before the Date of
Termination, Executive executes a separation and release agreement in form and content reasonably satisfactory to
the Committee releasing any and all claims Executive has or may have against Nucor as of the Date of Termination.
(b)
If Executive’s employment is terminated in circumstances entitling Executive to General Non-
Compete Benefits as provided in Section 4(a), Nucor Corporation shall pay Executive General Non-Compete Benefits
in an amount equal to the greater of (i) 6 Month’s Base Pay or (ii) the product of (A) one Month’s Base Pay and (B) the
number of Executive’s Years of Service through the Date of Termination; provided that, if Executive is under age 55 as
of the Date of Termination, Executive’s General Non-Compete Benefits shall not be less than the sum of the value, as
of the Date of Termination, of Executive’s forfeitable deferred common stock units credited to Executive’s deferral
account under the LTIP and Executive’s forfeitable shares of restricted stock awarded under the LTIP. (For the
avoidance of doubt, the minimum amount of General Non-Compete Benefits payable to Executive who is under age
55 as of the Date of Termination shall not include the value of Executive’s forfeitable deferred common stock units
credited to Executive’s deferral account under the AIP or the value of any forfeitable restricted stock units or forfeitable
shares of restricted stock awarded to Executive under the Equity Award Plan). Executive’s General Non-Compete
Benefits shall be reduced and offset, but not below zero, by any severance pay or pay in lieu of notice required to be
paid to Executive under applicable law, including, without limitation, the Worker Adjustment and Retraining Notification
Act or any similar state or local law. Subject to the provisions of Section 26, General Non-Compete Benefits shall be
paid at the time and in the form described in Section 4(c).
(c)
Subject to the provisions of Section 26, if Executive’s employment with Nucor is terminated for any
reason other than Executive’s death, Executive’s General Non-Compete Benefits shall be paid to Executive in 24
equal monthly installments, without interest or other increment thereon, commencing with the first month following the
Date of Termination, provided, however, if Executive dies during the first 12 months following Executive’s termination
from employment with Nucor, then Nucor will pay Executive’s estate the monthly installments due pursuant to this
Section 4(c) through the end of the 12th month following Executive’s termination from employment with Nucor. If
Executive dies 12 or more months after the termination of Executive’s employment with Nucor, then Nucor’s
obligations to make any installment payments under this Section 4(c) will automatically terminate without the necessity
of Nucor providing notice, written or otherwise. If Executive is employed by Nucor at the time of Executive’s death,
Nucor’s obligations to make any payments of the monthly installments pursuant to this Section 4(c) will automatically
terminate and Executive’s estate and executors will have no rights to any such payments.
5.
Change in Control Non-Compete Benefits.
Agreement - Needham - EVP - 2021
8
(a)
Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company
as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if (i) a Change in Control has
occurred and Executive’s employment with the Nucor is involuntarily terminated by Nucor or is voluntarily terminated
by Executive for Good Reason, provided that, (x) such termination occurs after such Change in Control and on or
before the second anniversary thereof, or (y) the termination occurs before such Change in Control but Executive can
reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable,
occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and
(ii) on or before the Date of Termination, Executive executes a separation and release agreement in form and content
reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against Nucor as of
the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates
employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good
Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to Section 4.
(b)
If Executive’s employment is terminated in circumstances entitling Executive to Change in Control
Non-Compete Benefits as provided in Section 5(a), Nucor Corporation shall pay Executive, in a single lump sum
payment in cash, and subject to Section 26, within 10 days of the Date of Termination, Change in Control Non-
Compete Benefits in an amount equal to the sum of:
(i)
the product of (A) 2 multiplied by (B) the sum of (1) Executive’s Base Salary and (2) the
greater of (x) 150% of Executive’s Base Salary and (y) the average performance award under the AIP
(including any deferred portion thereof but excluding the related “Deferral Incentive” (as defined in the AIP))
for the 3 fiscal years prior to Executive’s Date of Termination, provided for purposes of calculating such
average, the performance award under the AIP for any year in such 3 fiscal year period Executive did not
hold Executive’s current position shall be equal to the performance award under the AIP for such year for
Executive’s position as a percentage of base salary multiplied by Executive’s Base Salary; and
(ii)
if Executive’s Date of Termination occurs prior to the annual grant date under the Equity
Award Plan (which date is currently June 1) for the year in which such Date of Termination occurs, an
amount equal to the aggregate dollar value of the base equity award and the performance-based equity
award Executive would have become entitled to receive under the Equity Award Plan for such year if
Executive’s employment had continued to the annual grant date.
(c)
Executive’s Change in Control Non-Compete Benefits shall be reduced and offset, but not below
zero, by any severance pay or pay in lieu of notice required to be paid to Executive under applicable law, including,
without limitation, the Worker Adjustment and Retraining Notification Act or any similar state or local law.
(d)
If Executive is entitled to Change in Control Non-Compete Benefits pursuant to Section 5(a),
Executive shall continue to be provided with medical, dental, and prescription drug benefits comparable to the benefits
provided to Executive immediately prior to the Date of Termination, or if more favorable to Executive, the Change in
Control,
Agreement - Needham - EVP - 2021
9
for the duration of the Change in Control Period with the same contribution rate for which Executive would have been
responsible if Executive had remained employed through the Change in Control Period. Any benefits so provided
shall not be considered a continuation of coverage required under the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended; provided that, if Executive becomes reemployed with another employer and is eligible to
receive medical, dental or prescription drug insurance coverage under another employer-provided plan (regardless of
whether Executive actually enrolls under such coverage), then the medical, dental or prescription drug insurance
benefits provided pursuant to this Section 5(d) shall be secondary to those provided under such other plan during such
applicable period of eligibility.
(e)
Upon a Change in Control, the obligations of Nucor Corporation to pay and provide the Change in
Control Non-Compete Benefits described in this Section 5 shall be absolute and unconditional and shall not be
affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other
right which Nucor may have against Executive. In no event shall Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this
Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Executive as
a result of employment by another employer, except with respect to the continued welfare benefits provided under
Section 5(d).
(f)
In exchange for Nucor Corporation’s agreement to make Executive eligible for the compensation,
payments and benefits set forth in this Agreement, and other good and valuable consideration, Executive agrees to
strictly abide by the terms of Sections 10 through 15 of this Agreement.
6.
Duties and Responsibilities; Best Efforts. While employed by Nucor, Executive shall perform such duties for
and on behalf of Nucor as may be determined and assigned to Executive from time to time by the Chief Executive Officer of
Nucor Corporation or the Board. Executive shall devote Executive’s full time and best efforts to the business and affairs of
Nucor. During the term of Executive’s employment with Nucor, Executive will not undertake other paid employment or engage in
any other business activity without the prior written consent of the Board.
7.
Employment at Will. The parties acknowledge and agree that this Agreement does not create employment
for a definite term and that Executive’s employment with Nucor is at will and terminable by Nucor or Executive at any time, with
or without cause and with or without notice, unless otherwise expressly set forth in a separate written agreement executed by
Executive and Nucor after the Effective Date.
8.
Change in Executive’s Position. In the event that Nucor transfers, demotes, promotes, or otherwise changes
Executive’s compensation or position with Nucor, the restrictions and post-termination obligations set forth in Sections 10
through 15 of this Agreement shall remain in full force and effect. Executive acknowledges and agrees that the benefits and
opportunities being provided to Executive under this Agreement are sufficient consideration for Executive’s compliance with
these obligations.
9.
Recognition of Nucor’s Legitimate Interests. Executive understands and acknowledges that Nucor competes
in North America and throughout the world in Business. As
Agreement - Needham - EVP - 2021
10
part of Executive’s employment with Nucor, Executive acknowledges Executive will continue to have access to and gain
knowledge of significant secret, confidential and proprietary information of the full range of operations of Nucor. In addition,
Executive will continue to have access to and contact with vendors, suppliers, customers and prospective vendors, suppliers
and customers of Nucor, in which capacity Executive is expected to develop good relationships with such vendors, suppliers,
customers and prospective vendors, suppliers and customers, and will gain intimate knowledge regarding the products and
services of Nucor. Executive recognizes and agrees that Nucor has spent and will continue to spend substantial effort, time and
money in developing relationships with its customers, suppliers and vendors, that many customers, suppliers and vendors are
long term customers, suppliers and vendors of Nucor, and that all customers, suppliers, vendors and accounts that Executive
may deal with during Executive’s employment with Nucor, including any customers, suppliers, vendors and accounts acquired
for Nucor by Executive, are the customers, suppliers, vendors and accounts of Nucor. Executive acknowledges that Nucor’s
competitors, customers, suppliers and vendors would obtain an unfair advantage if Executive disclosed Secret Information or
Confidential Information to a competitor, customer, supplier or vendor, used it on a competitor’s, customer’s, supplier’s or
vendor’s behalf (except for the benefit of Nucor), or if Executive were able to exploit the relationships Executive develops as an
employee of Nucor to Solicit or direct business on behalf of a competitor, customer, supplier or vendor.
10.
Covenant Regarding Nucor’s Secret Information.
(a)
Executive recognizes and agrees
to Secret
Information. Executive agrees that unless Executive is expressly authorized by Nucor in writing, Executive will not use
or disclose or allow to be used or disclosed Secret Information. This covenant shall survive until the Secret
Information is generally known in the industry through no act or omission of the Executive or until Nucor knowingly
authorizes
limitations on use or
confidentiality. Executive acknowledges that Executive did not have knowledge of Secret Information prior to
Executive’s employment with Nucor and that the Secret Information does not include Executive’s general skills and
know-how.
that Executive will have continued access
the disclosure of or discloses
Information, without any
the Secret
(b)
Notwithstanding anything to the contrary set forth in this Agreement, pursuant to the federal Defend
Trade Secrets Act of 2016, an individual will be immune from criminal or civil liability under any federal or state trade
secret law for (i) the disclosure of a Trade Secret that is made (A) in confidence to a federal, state, or local government
official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a
suspected violation of law; or (ii) a disclosure that is made in a complaint or other document filed in a lawsuit or other
proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for
reporting a suspected violation of law may disclose the Trade Secret to the attorney of the individual and use the
Trade Secret information in the court proceeding, if the individual files any document containing the Trade Secret
under seal and does not disclose the Trade Secret, except pursuant to court order.
Agreement - Needham - EVP - 2021
11
11.
Agreement to Maintain Confidentiality; Non-Disparagement.
(a)
During Executive’s employment with Nucor and at all times after the termination of Executive’s
employment with Nucor, (i) Executive covenants and agrees to treat as confidential all Confidential Information
submitted to Executive or received, compiled, developed, designed, produced, accessed, or otherwise discovered by
the Executive from time to time while employed by Nucor, and (ii) Executive will not disclose or divulge the
Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for
Executive’s own benefit or for the benefit of any person, entity, firm or company other than Nucor. This restriction will
apply throughout the world; provided, however, that if the restrictions of this Section 11(a) when applied to any specific
piece of Confidential Information would prevent Executive from using Executive’s general knowledge or skills in
competition with Nucor or would otherwise substantially restrict the Executive’s ability to fairly compete with Nucor,
then as to that piece of Confidential Information only, the scope of this restriction will apply only for the Restrictive
Period (as defined below).
(b)
Executive specifically acknowledges that the Confidential Information, whether reduced to writing
or maintained in the mind or memory of Executive, and whether compiled or created by Executive, Nucor, or any of its
customers, suppliers or vendors or prospective customers, suppliers or vendors, derives independent economic value
from not being readily known to or ascertainable by proper means by others who could obtain economic value from
the disclosure or use of the Confidential Information. Executive also acknowledges that reasonable efforts have been
put forth by Nucor to maintain the secrecy of the Confidential Information, that the Confidential Information is and will
remain the sole property of Nucor or any of its customers, suppliers or vendors or prospective customers, suppliers or
vendors, as the case may be, and that any retention and/or use of Confidential Information during or after the
termination of Executive’s employment with Nucor (except in the regular course of performing Executive’s duties
hereunder) will constitute a misappropriation of the Confidential Information belonging to Nucor. Executive
acknowledges and agrees that if Executive (i) accesses Confidential Information on any Nucor computer system within
30 days prior to the effective date of Executive’s voluntary resignation of employment with Nucor and (ii) transmits,
copies or reproduces in any manner such Confidential Information to or for Executive or any person or entity not
authorized by Nucor to receive such Confidential Information, or deletes any such Confidential Information, Executive
is exceeding Executive’s authorized access to such computer system. Notwithstanding anything to the contrary set
forth herein, this Agreement shall not be construed to restrict Executive from communications or disclosures that are
protected under federal law or regulation.
(c)
Executive agrees not to make any statements, written (including electronically) or verbal, or cause
or encourage others to make any statements, written (including electronically) or verbal, that defame, disparage or in
any way criticize the personal or business reputation, practices, or conduct of Nucor, or any of Nucor’s directors,
managers, officers, employees, agents or representatives. Executive acknowledges and agrees that this prohibition
extends to statements, written (including electronically) or verbal, made to anyone, including but not limited to the
general public, the news media, investors, potential investors, any board of directors, industry analysts, competitors,
strategic partners, vendors, customers or Nucor employees, agents or representatives (past and present), however,
nothing set forth in this Section 11(c)
Agreement - Needham - EVP - 2021
12
prohibits Executive from communicating, without notice to or approval by Nucor Corporation, with any United States
federal government agency about a potential violation of a United States federal law or regulation.
12.
Noncompetition. Executive hereby agrees that for the duration of Executive’s employment with Nucor and
for the duration of the Restrictive Period, Executive will not, either individually or by or through any agent, representative, entity,
employee or otherwise, within the Restricted Territory:
(a)
engage in any Competing Business Activity, whether as an owner, partner, shareholder, member,
lender, employee, consultant, agent, co-venturer or in any other capacity;
(b)
commence, establish, own (in whole or in part) or provide financing for any business that engages
in any Competing Business Activity, whether (i) by establishing a sole proprietorship, (ii) as a partner of a partnership,
(iii) as a member of a limited liability company, (iv) as a shareholder of a corporation (except to the extent Executive is
the holder of not more than 2% of any class of the outstanding stock of any company listed on a national securities
exchange so long as Executive does not actively participate in the management or business of any such entity) or (v)
as the owner of any equity interest in any such entity;
(c)
provide any public endorsement of, or otherwise lend Executive’s name for use by, any person or
entity engaged in any Competing Business Activity; or
(d)
engage in work, whether for a competitor, customer, vendor or supplier of Nucor or otherwise, that
could reasonably be expected to call on Executive in the fulfillment of Executive’s duties and responsibilities to reveal,
rely upon, or otherwise use Confidential Information or Secret Information.
13.
Nonsolicitation. Executive hereby agrees for the duration of Executive’s employment with Nucor and for the
duration of the Restrictive Period, Executive shall not, either individually or by or through any agent, representative, entity,
employee or otherwise:
(a)
Solicit or attempt to influence any Customer or Supplier to limit, curtail, cancel, or terminate any
business it transacts with, or products or services it receives from or provides to Nucor;
(b)
Solicit or attempt to influence any Prospective Customer or Supplier to terminate any business
negotiations it is having with Nucor, or to otherwise not do business with Nucor;
(c)
Solicit or attempt to influence any Customer or Supplier to purchase products or services from an
entity other than Nucor or to provide products or services to an entity other than Nucor, which are the same or
substantially similar to, or otherwise in competition with, those offered to the Customer or Supplier by Nucor or those
offered to Nucor by the Customer or Supplier; or
(d)
Solicit or attempt to influence any Prospective Customer or Supplier to purchase products or
services from an entity other than Nucor or to provide products or
Agreement - Needham - EVP - 2021
13
services to an entity other than Nucor, which are the same or substantially similar to, or otherwise in competition with,
those offered to the Prospective Customer or Supplier by Nucor or those offered to Nucor by the Prospective
Customer or Supplier.
14.
Antipiracy.
(a)
Executive agrees for the duration of the Restrictive Period, Executive will not, either individually or
through or by any agent, representative, entity, employee or otherwise, solicit, encourage, contact, or attempt to
induce any employees of Nucor (i) with whom Executive had regular contact with at the time of, or at any time during
the 12 month period immediately prior to, the Date of Termination, and (ii) who are employed by Nucor at the time of
the encouragement, contact or attempted inducement, to end their employment relationship with Nucor.
(b)
Executive further agrees for the duration of the Restrictive Period not to hire, or to assist any other
person or entity to hire, any employees described in Section 14(a) of this Agreement.
15.
Assignment of Intellectual Property Rights.
(a)
Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including
copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or
otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely
or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the
execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are
patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed,
invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or
demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s
behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s
development, making or conception thereof.
(b)
The assignment requirement in Section 15(a) shall not apply to an invention that Executive
developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information
or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably
anticipated research or development, or (ii) result from any work performed by Executive for Nucor.
(c)
Executive will, within 3 business days following Nucor’s request, execute a specific assignment of
title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable
Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in
the United States and in any other applicable country.
(d)
Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of
any Developments to Nucor implied by law.
Agreement - Needham - EVP - 2021
14
16.
Severability. It is the intention of the parties to restrict the activities of Executive only to the extent
reasonably necessary for the protection of Nucor’s legitimate interests. The parties specifically covenant and agree that should
any of the provisions in this Agreement be deemed by a court of competent jurisdiction too broad for the protection of Nucor’s
legitimate interests, the parties authorize the court to narrow, limit or modify the restrictions herein to the extent reasonably
necessary to accomplish such purpose. In the event such limiting construction is impossible, such invalid or unenforceable
provision shall be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force
and effect.
17.
Enforcement. Executive understands and agrees that any breach or threatened breach by Executive of any
of the provisions of Sections 10 through 15 of this Agreement shall be considered a material breach of this Agreement, and in
the event of such a breach or threatened breach of this Agreement, Nucor shall be entitled to pursue any and all of its remedies
under law or in equity arising out of such breach. If Nucor pursues either a temporary restraining order or temporary injunctive
relief, then Executive agrees to expedited discovery with respect thereto and waives any requirement that Nucor post a
bond. Executive further agrees that in the event of Executive’s breach of any of the provisions of Sections 10 through 15 of this
Agreement, unless otherwise prohibited by law:
(a)
Nucor shall be entitled to (i) cancel any unexercised stock options granted under any senior officer
equity incentive compensation plan from and after the Effective Date (the “Post-Agreement Date Option Grants”), (ii)
cease payment of any General Non-Compete Benefits, Change in Control Non-Compete Benefits and/or other similar
payments (including those under the Supplemental Retirement Plan) otherwise due hereunder, (iii) seek other
appropriate relief, including, without limitation, repayment by Executive of General Non-Compete Benefits, Change in
Control Non-Compete Benefits and/or other similar payments (including those under the Supplemental Retirement
Plan); and
(b)
Executive shall (i) forfeit any (A) unexercised Post-Agreement Date Option Grants and (B) any
shares of restricted stock or restricted stock units granted under any senior officer equity incentive compensation plan
that vested during the 6 month period immediately preceding Executive’s termination of employment (the “Vested
Stock”) and (ii) forfeit and immediately return upon demand by Nucor any profit realized by Executive from the
exercise of any Post-Agreement Date Option Grants or sale or exchange of any Vested Stock during the 6 month
period preceding Executive’s breach of any of the provisions of Sections 10 through 15 of this Agreement.
Executive agrees that any breach or threatened breach of any of the provisions of Sections 10 through 15 will cause Nucor
irreparable harm which cannot be remedied through monetary damages and the alternative relief set forth in Sections 17(a) and
(b) shall not be considered an adequate remedy for the harm Nucor would incur. Executive further agrees that such remedies in
Sections 17(a) and (b) will not preclude injunctive relief.
If Executive breaches or threatens to breach any of the provisions of Sections 12, 13 or 14 of this Agreement and Nucor obtains
an injunction, preliminary or otherwise, ordering Executive to adhere to the Restrictive Period required by the applicable Section,
then the applicable Restrictive Period will be extended by the number of days that Nucor has alleged that Executive has been in
breach of any of these provisions.
Agreement - Needham - EVP - 2021
15
Executive further agrees, unless otherwise prohibited by law, to pay Nucor’s attorneys’ fees and costs incurred in successfully
enforcing its rights pursuant to this Section 17, or in defending against any action brought by Executive or on Executive’s behalf
in violation of or under this Section 17 in which Nucor prevails. Executive agrees that Nucor’s actions pursuant to this Section
17, including, without limitation, filing a legal action, are permissible and are not and will not be considered by Executive to be
retaliatory. Executive further represents and acknowledges that in the event of the termination of Executive’s employment for
any reason, Executive’s experience and capabilities are such that Executive can obtain employment and that enforcement of
this Agreement by way of injunction will not prevent Executive from earning a livelihood.
18.
Reasonableness of Restrictions. Executive has carefully considered the nature and extent of the restrictions
upon Executive and the rights and remedies conferred upon Nucor under Sections 10, 11, 12, 13, 14 and 17 and hereby
acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would
otherwise be unfair to Nucor, do not interfere with Executive’s exercise of Executive’s inherent skill and experience, are
reasonably required to protect the legitimate interests of Nucor, and do not confer a benefit upon Nucor disproportionate to the
detriment to Executive. Executive certifies that Executive has had the opportunity to discuss this Agreement with such legal
advisors as Executive chooses and that Executive understands its provisions and has entered into this Agreement freely and
voluntarily.
19.
Applicable Law. Following Executive’s promotion to Executive Vice President of Nucor Corporation,
Executive’s primary place of employment will be Nucor’s corporate headquarters
in Charlotte, North
Carolina. Accordingly, this Agreement is made in, and shall be interpreted, construed and governed according to the laws of,
the State of North Carolina, regardless of choice of law principles of any jurisdiction to the contrary. Each party, for themselves
and their successors and assigns, hereby irrevocably (a) consents to the exclusive jurisdiction of the North Carolina state and
federal courts located in Mecklenburg County, North Carolina and (b) waives any objection to any such action based on venue
or forum non conveniens. Further, Executive hereby irrevocably consents to the jurisdiction of any court or similar body within
the Restricted Territory for enforcement of any judgment entered in a court or similar body pursuant to this Agreement. This
Agreement is intended, among other things, to supplement the provisions of the North Carolina Trade Secrets Protection Act
and the Defend Trade Secrets Act of 2016, each as amended from time to time, and the duties Executive owes to Nucor under
North Carolina common law, including, but not limited to, fiduciary duties owed by Executive to Nucor.
located
20.
Executive to Return Property. Executive agrees that upon (a) the termination of Executive’s employment
with Nucor and within 3 business days thereof, whether by Executive or Nucor for any reason (with or without cause), or (b) the
written request of Nucor, Executive (or in the event of the death or disability of Executive, Executive’s heirs, successors, assigns
and legal representatives) shall return to Nucor any and all property of Nucor regardless of the medium in which such property is
stored or kept, including but not limited to all Secret Information, Confidential Information, notes, data, tapes, computers, lists,
customer lists, supplier lists, vendor lists, names of customers, suppliers or vendors, reference items, phones, documents,
sketches, drawings, software, product samples, rolodex cards, forms, manuals, keys, pass or access cards and equipment,
without retaining any copies or summaries of such property. Executive further agrees that to the extent Secret Information or
Confidential Information are in electronic format and in Executive’s possession, custody or control, Executive will provide all
such copies to Nucor
Agreement - Needham - EVP - 2021
16
and will not keep copies in such format but, upon Nucor’s request, will confirm the permanent deletion or other destruction
thereof.
21.
Entire Agreement; Amendments. This Agreement supersedes, discharges and cancels all previous
agreements regarding Executive’s employment with Nucor, including without limitation that certain Executive Agreement by and
between Nucor Corporation and Executive effective as of December 31, 2015, and constitutes the entire agreement between
the parties with regard to the subject matter hereof. No agreements, representations, or statements of any party not contained
herein shall be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreement shall be
valid unless in writing and signed by both parties.
22.
Assignability. This Agreement and the rights and duties created hereunder shall not be assignable or
delegable by Executive. Nucor may, at its option and without consent of Executive, assign or delegate its rights and duties
hereunder, in whole or in part, to any successor entity or transferee of Nucor Corporation’s assets.
23.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of Nucor and Executive and
their respective permitted successors, assigns, heirs and legal representatives.
24.
No Waiver. No failure or delay by any party to this Agreement to enforce any right specified in this
Agreement will operate as a waiver of such right, nor will any single or partial exercise of a right preclude any further or later
enforcement of the right within the period of the applicable statute of limitations. No waiver of any provision hereof shall be
effective unless such waiver is set forth in a written instrument executed by the party waiving compliance.
25.
Cooperation. Executive agrees that both during and after Executive’s employment, Executive shall, at
Nucor’s request, render all assistance and perform all lawful acts that Nucor considers necessary or advisable in connection
with any litigation involving Nucor or any of its directors, officers, employees, shareholders, agents, representatives, consultants,
clients, customers, suppliers or vendors. Executive understands and agrees that Nucor will reimburse Executive for any
reasonable documented expense Executive incurs related to this cooperation and assistance, but will not be obligated to pay
Executive any additional amounts.
26.
Compliance with Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if (a)
Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of Code as of the Date of Termination and (b) any amount or
benefit that Nucor determines would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code
would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service, then to the
extent necessary to comply with Code Section 409A: (i) if the payment or distribution is payable in a lump sum, Executive’s right
to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s
death or the 7th month following the Date of Termination, and (ii) if the payment, distribution or benefit is payable or provided
over time, the amount of such non-exempt deferred compensation or benefit that would otherwise be payable or provided during
the 6 month period immediately following the Date of Termination will be accumulated, and Executive’s right to receive payment
or distribution of such accumulated amount or benefit will be delayed until the earlier of Executive’s death or the 7th month
following the Date of Termination and paid or provided on the earlier of such dates, without interest, and the normal payment or
distribution schedule for any remaining payments, distributions or benefits will commence.
Agreement - Needham - EVP - 2021
17
For purposes of this Agreement, the term “separation from service” shall be defined as provided in Code Section 409A
and applicable regulations, and Executive shall be a “specified employee” during the 12 month period beginning April 1 each
year if Executive met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the
regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the 12 month period ending on the
December 31 immediately preceding the Date of Termination.
Agreement - Needham - EVP - 2021
[Signatures Appear on Following Page]
18
IN WITNESS WHEREOF, Executive and Nucor Corporation have executed this Agreement to be effective as of the
Effective Date.
EXECUTIVE
/s/ Daniel R. Needham
Daniel R. Needham
NUCOR CORPORATION
By: /s/ Leon J. Topalian
Name: Leon J. Topalian
Its: President and Chief Executive Officer
Agreement - Needham - EVP - 2021
19
EXECUTIVE EMPLOYMENT AGREEMENT
10(xxxiii)
THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into between NUCOR
CORPORATION, a Delaware corporation with its principal place of business in Charlotte, North Carolina (“Nucor Corporation”),
and REX QUERY (“Executive”), a resident of North Carolina.
WHEREAS, Executive has heretofore been employed at Nucor Corporation’s Vulcraft/Verco Group as an at-will
employee of Nucor Corporation in the position of Vice President of Nucor Corporation and President of Vulcraft/Verco Group
(the “Prior Position”);
WHEREAS, Nucor Corporation has offered Executive a promotion to the position of Executive Vice President of Nucor
Corporation effective January 1, 2021 (the “Effective Date”), contingent upon Executive’s execution of this Agreement, and
Executive has accepted the promotion;
WHEREAS, Nucor Corporation’s Board of Directors (the “Board”) has approved Executive’s promotion to the position
of Executive Vice President of Nucor Corporation contingent upon Executive’s execution of this Agreement;
WHEREAS, prior to the effective date of the promotion, Executive and Nucor Corporation discussed the requirements
of the restrictive covenants contained in this Agreement as a condition to Executive’s promotion;
WHEREAS, Nucor Corporation’s promotion of Executive entitles Executive to receive increased compensation and
benefits that Executive did not have prior to Executive’s promotion;
WHEREAS, Executive agrees and acknowledges that in Executive’s new position of Executive Vice President of
Nucor Corporation Executive will acquire greater access to and knowledge of Nucor’s (as hereinafter defined) trade secrets and
confidential information which Executive did not have prior to Executive’s promotion; and
WHEREAS, the parties wish to formalize their employment relationship in writing and for Nucor Corporation to employ
Executive under the terms and conditions set forth herein.
NOW, THEREFORE, in consideration for the promises and mutual agreements contained herein, the parties agree,
effective as of the Effective Date, as follows:
1.
Definitions. In addition to terms defined elsewhere in this Agreement, for purposes of this Agreement the
following definitions shall apply:
(a)
“AIP” means the Nucor Corporation Senior Officers Annual Incentive Plan and any successor plan.
(b)
“Base Salary” means the amount Executive is entitled to receive from Nucor in cash as wages or
salary on an annualized basis in consideration for Executive’s services, (i) including any such amounts which have
been deferred and (ii) excluding all other elements of compensation such as, without limitation, any bonuses,
Agreement - Query - EVP - 2021
commissions, overtime, health benefits, perquisites and incentive compensation. For the purpose of determining an
Executive’s Change in Control Non-Compete Benefits, “Base Salary” shall mean, with respect to Executive, the
greater of (i) Executive’s highest Base Salary during the 12 month period immediately preceding the Change in
Control and (ii) Executive’s highest Base Salary in effect at any time thereafter.
(c)
“Business” means the research, manufacture, marketing, trading, sale, fabrication, placement
and/or distribution of steel or steel products (including but not limited to flat-rolled steel, special quality and merchant
quality steel bar and shapes, concrete reinforcement bars, structural steel, hollow structural section tubing, conduit
tubing, steel plate, steel joists and girders, steel deck, steel fasteners, steel pilings, metal building systems and
components, wire rod, welded-wire reinforcement rolls and sheets, cold finished steel bars and wire, guard rail, and
structural welded-wire reinforcement) or steel or steel product inputs (including but not limited to scrap metal and
direct reduced iron).
(d)
“Change in Control” means and includes the occurrence of any one of the following events:
(i)
individuals who, at the Effective Date, constitute the Board (the “Incumbent Directors”)
cease for any reason to constitute at least a majority of the Board, provided that any person becoming a
director after the Effective Date and whose election or nomination for election was approved by a vote of at
least a majority of the Incumbent Directors then on the Board (either by a specific vote or by approval of the
proxy statement of Nucor Corporation in which such person is named as a nominee for director, without
written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual
initially elected or nominated as a director of Nucor Corporation as a result of an actual or threatened
election contest (as described in Rule 14a-11 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (“Election Contest”) or other actual or threatened solicitation of proxies or consents by or
on behalf of any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in
Section 13(d)(3) and 14(d)(2) of the Exchange Act) other than the Board (“Proxy Contest”), including by
reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be an
Incumbent Director;
(ii)
any person becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of Nucor Corporation representing 25% or more of the combined
voting power of Nucor Corporation’s then outstanding securities eligible to vote for the election of the Board
(the “Nucor Corporation Voting Securities”); provided, however, that the event described in this clause (ii)
shall not be a Change in Control if it is the result of any of the following acquisitions: (A) an acquisition
directly by or from Nucor Corporation or any Subsidiary; (B) an acquisition by any employee benefit plan (or
related trust) sponsored or maintained by Nucor Corporation or any Subsidiary, (C) an acquisition by an
underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an acquisition
pursuant to a Non-Qualifying Transaction (as defined in clause (iii) of this definition); or
Agreement - Query - EVP - 2021
2
(iii)
the consummation of a reorganization, merger, consolidation, statutory share exchange
or similar form of corporate transaction involving Nucor Corporation that requires the approval of Nucor
Corporation’s stockholders, whether for such transaction or the issuance of securities in the transaction (a
“Reorganization”), or the sale or other disposition of all or substantially all of Nucor Corporation’s assets (a
“Sale”), unless immediately following such Reorganization or Sale: (A) more than 50% of the total voting
power of (x) the corporation resulting from such Reorganization or the corporation which has acquired all or
substantially all of the assets of Nucor Corporation (in either case, the “Surviving Corporation”), or (y) if
applicable, the ultimate parent corporation that directly or indirectly has beneficial ownership of 100% of the
voting securities eligible to elect directors of the Surviving Corporation (the “Parent Corporation”), is
represented by Nucor Corporation Voting Securities that were outstanding immediately prior to such
Reorganization or Sale (or, if applicable, is represented by shares into which Nucor Corporation Voting
Securities were converted pursuant to such Reorganization or Sale), and such voting power among the
holders thereof is in substantially the same proportion as the voting power of such Nucor Corporation Voting
Securities among the holders thereof immediately prior to the Reorganization or Sale, (B) no person (other
than (x) Nucor Corporation, (y) any employee benefit plan (or related trust) sponsored or maintained by the
Surviving Corporation or the Parent Corporation, or (z) a person who immediately prior to the Reorganization
or Sale was the beneficial owner of 25% or more of the outstanding Nucor Corporation Voting Securities) is
the beneficial owner, directly or indirectly, of 25% or more of the total voting power of the outstanding voting
securities eligible to elect directors of the Parent Corporation (or, if there is no Parent Corporation, the
Surviving Corporation), and (C) at least a majority of the members of the board of directors of the Parent
Corporation (or, if there is no Parent Corporation, the Surviving Corporation) following the consummation of
the Reorganization or Sale were Incumbent Directors at the time of the Board’s approval of the execution of
the initial agreement providing for such Reorganization or Sale (any Reorganization or Sale which satisfies
all of the foregoing criteria, a “Non-Qualifying Transaction”).
(e)
“Change in Control Non-Compete Benefits” means the payments and benefits provided under
Section 5.
(f)
(g)
(h)
“Change in Control Period” means 24 months.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“Committee” means the Compensation and Executive Development Committee of the Board.
(i)
“Competing Business Activity” means any business activity (other than business activities engaged
in for or on behalf of Nucor) that (i) is the same as, or is in competition with, any portion of the Business, and (ii) is a
business activity in which Executive was involved or engaged in during the course of Executive’s employment with
Nucor.
Agreement - Query - EVP - 2021
3
(j)
“Confidential Information” includes all confidential and proprietary information of Nucor, including,
without limitation, any of the following information to the extent not generally known to third persons: financial and
budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and
layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing
or other computer programs; research and development projects; marketing information and strategies; customer lists;
vendor lists; supplier lists; information about customer preferences and buying patterns; information about supplier or
vendor preferences and patterns; information about prospective customers, vendors, suppliers or business
opportunities; proprietary information with respect to any Nucor employees; proprietary information of any customers,
suppliers or vendors of Nucor; information about Nucor’s costs and the pricing structure used in sales to customers or
purchases from suppliers or vendors; information about Nucor’s overall corporate business strategy; and technological
innovations used in Nucor’s business, to the extent that such information does not fall within the definition of Secret
Information.
(k)
“Customer or Supplier” means the following alternatives:
(i)
any customer, vendor or supplier of Nucor with whom Executive or Executive’s direct
reports had significant contact or with whom Executive or Executive’s direct reports directly dealt on behalf
of Nucor at the time of, or at any time during the 12 month period immediately prior to, the Date of
Termination, but if such definition is deemed overbroad by a court of law, then;
(ii)
any customer, vendor or supplier of Nucor with whom Executive had significant contact or
with whom Executive directly dealt on behalf of Nucor at the time of, or at any time during the 12 month
period immediately prior to, the Date of Termination, but if such definition is deemed overbroad by a court of
law, then;
(iii)
any customer, vendor or supplier of Nucor about whom Executive had obtained Secret
Information or Confidential Information by virtue of Executive’s employment with Nucor at any time during
the 12 month period immediately prior to the Date of Termination;
provided, however, that the term “Customer or Supplier” shall not include any business or entity that no longer does
business with Nucor without any direct or indirect interference by Executive or violation of this Agreement by
Executive, and that ceased doing business with Nucor prior to any direct or indirect communication or contact by
Executive.
(l)
“Date of Termination” means the date of Executive’s separation from service with Nucor. For
purposes of this Agreement, the term “separation from service” shall be defined as provided in Section 409A of the
Code and applicable regulations.
(m)
“Equity Award Plan” means the Nucor Corporation 2014 Omnibus Incentive Compensation Plan
and any successor plan and the award methodology adopted by the Committee and in effect thereunder from time to
time.
Agreement - Query - EVP - 2021
4
(n)
(o)
“General Non-Compete Benefits” means the payments and benefits provided under Section 4.
“Good Reason” means, with respect to Executive, the occurrence of any of the following events
after a Change in Control:
(i)a material reduction in Executive’s Base Salary;
(ii)
a material reduction
incentive compensation
opportunity under the AIP, the LTIP or other annual or long-term incentive plan for which Executive is eligible
from the Executive’s annual or long-term incentive compensation opportunity under the AIP, the LTIP or
other annual or long-term incentive plan for which Executive is eligible immediately prior to the Change in
Control;
in Executive’s annual or
long-term
(iii)
a material reduction in the value of Executive’s target equity incentive award under the
Equity Award Plan from the value of Executive’s target equity incentive award under the Equity Award Plan
immediately prior to the Change in Control;
(iv)
a material reduction in the aggregate level of employee benefits offered to Executive in
comparison to the employee benefit programs and arrangements enjoyed by Executive immediately prior to
the Change in Control;
(v)
a change in Executive’s principal work location to a work location that is more than 50
miles from the location where Executive was based immediately prior to the Change in Control; or
(vi)
the assignment to Executive of any duties inconsistent in any respect with Executive’s
position, authority, duties or responsibilities as in effect immediately prior to the public announcement of the
Change in Control (including offices, titles, reporting requirements and relationships and status) or any other
action by Nucor Corporation which results in any diminution in Executive’s position, authority, duties or
responsibilities.
Any good faith determination of Good Reason made by Executive shall be conclusive and binding on Nucor
Corporation.
plan.
(p)
(q)
(r)
“LTIP” means the Nucor Corporation Senior Officers Long-Term Incentive Plan and any successor
“Month’s Base Pay” means Executive’s Base Salary divided by 12.
“Nucor” means Nucor Corporation and its direct and indirect subsidiaries and affiliates in existence
or planned during the course of Executive’s employment with Nucor.
(s)
“Prospective Customer or Supplier” means any person or entity who does not currently or has not
yet purchased the products or services of Nucor or provided products or services to Nucor, but who, at the time of, or
at any time during the 12 month
Agreement - Query - EVP - 2021
5
period immediately prior to, the Date of Termination, has been targeted by Nucor as a potential user of the products or
services of Nucor or supplier or vendor of products or services to Nucor, and whom Executive or Executive’s direct
reports participated in the solicitation of on behalf of Nucor.
(t)
24 months thereafter.
“Restrictive Period” means a period of time commencing upon the Date of Termination and expiring
(u)
“Restricted Territory” means Executive’s geographic area of responsibility at Nucor which Executive
acknowledges extends to the full scope of Nucor operations throughout the world. “Restricted Territory” therefore
consists of the following alternatives reasonably necessary to protect Nucor’s legitimate business interests:
(i)
Western Europe, the Middle East, South America, Central America and North America,
where Executive acknowledges Nucor engages in the Business, but if such territory is deemed overbroad by
a court of law, then;
(ii)
The United States, Canada, Mexico, Guatemala, Honduras, the Dominican Republic,
Costa Rica, Colombia, Argentina and Brazil, where Executive acknowledges Nucor engages in the
Business, but if such territory is deemed overbroad by a court of law, then;
(iii)
The United States, Canada and Mexico, where Executive acknowledges Nucor engages
in the Business, but if such territory is deemed overbroad by a court of law, then;
(iv)
The contiguous United States, where Executive acknowledges Nucor engages in the
Business.
(v)
“Secret Information” means Nucor’s proprietary and confidential information (i) that is not generally
known in the Business, which would be difficult for others to acquire or duplicate without improper means, (ii) that
Nucor strives to keep secret, and (iii) from which Nucor derives substantial commercial benefit because of the fact that
it is not generally known. As used in this Agreement, Secret Information includes, without limitation: (w) Nucor’s
process of developing and producing raw material, and designing and manufacturing steel and iron products; (x)
Nucor’s process for treating, processing or fabricating steel and iron products; (y) Nucor’s customer, supplier and
vendor lists, non-public financial data, strategic business plans, competitor analysis, sales and marketing data, and
proprietary margin, pricing, and cost data; and (z) any other information or data which meets the definition of Trade
Secrets.
(w)
“Solicit” means to initiate contact for the purpose of promoting, marketing, selling, brokering,
procuring or obtaining products or services similar to those Nucor offered or required during the tenure of Executive’s
employment with Nucor or to accept business from Customers or Suppliers or Prospective Customers or Suppliers.
(x)
“Subsidiary” means any corporation (other than Nucor Corporation), limited liability company, or
other business organization in an unbroken chain of entities beginning with Nucor Corporation in which each of such
entities other than the last one in the unbroken chain owns stock, units, or other interests possessing fifty percent
(50%)
Agreement - Query - EVP - 2021
6
or more of the total combined voting power of all classes of stock, units, or other interests in one of the other entities in
that chain.
(y)
“Trade Secrets” means any information or data meeting the definition for such term under either the
North Carolina Trade Secrets Protection Act or the federal Defend Trade Secrets Act of 2016.
(z)
“Year of Service” shall mean each continuous 12 month period of employment, including fractional
portions thereof and periods of authorized vacation, authorized leave of absence and short-term disability leave, with
Nucor Corporation and its Subsidiaries or their respective successors. Employment with an entity prior to the date it
became a Subsidiary shall not be considered for purposes of determining Executive’s Years of Service unless the
agreement pursuant to which the Subsidiary was acquired by Nucor Corporation provides otherwise or Nucor
Corporation otherwise agrees in writing to consider such employment for purposes of determining Executive’s Years of
Service.
2.
Employment. Nucor agrees to employ Executive in the position of Executive Vice President of Nucor
Corporation, and Executive agrees to accept employment in this position, subject to the terms and conditions set forth in this
Agreement, including the confidentiality, non-competition and non-solicitation provisions which Executive acknowledges were
discussed in detail prior to and made an express condition of Executive’s promotion to Executive Vice President of Nucor
Corporation. Executive acknowledges that the Board’s approval of Executive’s promotion to Executive Vice President of Nucor
Corporation is conditioned upon Executive’s execution of this Agreement.
3.
Compensation and Benefits During Employment. Nucor will provide the following compensation and benefits
to Executive:
(a)
Nucor will pay Executive a Base Salary of $464,900 per year, paid not less frequently than monthly
in accordance with Nucor’s normal payroll practices, subject to withholding by Nucor and other deductions as required
by law. The parties acknowledge and agree that this amount exceeds the base salary Executive was entitled to
receive in the Prior Position. Executive’s base salary is subject to adjustment up or down by the Board at its sole
discretion and without notice to Executive.
(b)
Provided Executive remains in the position of an executive officer of Nucor Corporation, Executive
will be a participant in and eligible to receive awards of incentive and equity-based compensation under and in
accordance with the applicable terms and conditions of the AIP, the LTIP, and the Equity Award Plan, each as
modified, amended and/or restated from time to time by, and in the sole discretion of, the Committee or the Board.
(c)
Provided Executive remains in the position of an executive officer of Nucor Corporation, Executive
will be eligible for all other employee benefits that are generally made available by Nucor Corporation to its executive
officers, including the Nucor Corporation Supplemental Retirement Plan for Executive Officers (the “Supplemental
Retirement Plan”), each as modified from time to time by, and in the sole discretion of, the Committee or the Board.
Agreement - Query - EVP - 2021
7
4.
General Non-Compete Benefits Following Termination.
(a)
Executive shall be entitled to receive General Non-Compete Benefits from Nucor Corporation as
provided in Section 4(b) if (i) on the Date of Termination, Executive is an executive officer of Nucor Corporation (as
determined in the Committee’s sole discretion), (ii) Executive’s employment with Nucor is terminated for any reason
(other than due to the Executive’s death), including due to the Executive’s disability, voluntary retirement, involuntary
termination or resignation, and (iii) on or before the Date of Termination, Executive executes a separation and release
agreement in form and content reasonably satisfactory to the Committee releasing any and all claims Executive has or
may have against Nucor as of the Date of Termination.
(b)
If Executive’s employment is terminated in circumstances entitling Executive to General Non-
Compete Benefits as provided in Section 4(a), Nucor Corporation shall pay Executive General Non-Compete Benefits
in an amount equal to the greater of (i) 6 Month’s Base Pay or (ii) the product of (A) one Month’s Base Pay and (B) the
number of Executive’s Years of Service through the Date of Termination; provided that, if Executive is under age 55 as
of the Date of Termination, Executive’s General Non-Compete Benefits shall not be less than the sum of the value, as
of the Date of Termination, of Executive’s forfeitable deferred common stock units credited to Executive’s deferral
account under the LTIP and Executive’s forfeitable shares of restricted stock awarded under the LTIP. (For the
avoidance of doubt, the minimum amount of General Non-Compete Benefits payable to Executive who is under age
55 as of the Date of Termination shall not include the value of Executive’s forfeitable deferred common stock units
credited to Executive’s deferral account under the AIP or the value of any forfeitable restricted stock units or forfeitable
shares of restricted stock awarded to Executive under the Equity Award Plan). Executive’s General Non-Compete
Benefits shall be reduced and offset, but not below zero, by any severance pay or pay in lieu of notice required to be
paid to Executive under applicable law, including, without limitation, the Worker Adjustment and Retraining Notification
Act or any similar state or local law. Subject to the provisions of Section 26, General Non-Compete Benefits shall be
paid at the time and in the form described in Section 4(c).
(c)
Subject to the provisions of Section 26, if Executive’s employment with Nucor is terminated for any
reason other than Executive’s death, Executive’s General Non-Compete Benefits shall be paid to Executive in 24
equal monthly installments, without interest or other increment thereon, commencing with the first month following the
Date of Termination, provided, however, if Executive dies during the first 12 months following Executive’s termination
from employment with Nucor, then Nucor will pay Executive’s estate the monthly installments due pursuant to this
Section 4(c) through the end of the 12th month following Executive’s termination from employment with Nucor. If
Executive dies 12 or more months after the termination of Executive’s employment with Nucor, then Nucor’s
obligations to make any installment payments under this Section 4(c) will automatically terminate without the necessity
of Nucor providing notice, written or otherwise. If Executive is employed by Nucor at the time of Executive’s death,
Nucor’s obligations to make any payments of the monthly installments pursuant to this Section 4(c) will automatically
terminate and Executive’s estate and executors will have no rights to any such payments.
5.
Change in Control Non-Compete Benefits.
Agreement - Query - EVP - 2021
8
(a)
Executive shall be entitled to receive Change in Control Non-Compete Benefits from the Company
as provided in this Section 5, in lieu of General Non-Compete Benefits under Section 4, if (i) a Change in Control has
occurred and Executive’s employment with the Nucor is involuntarily terminated by Nucor or is voluntarily terminated
by Executive for Good Reason, provided that, (x) such termination occurs after such Change in Control and on or
before the second anniversary thereof, or (y) the termination occurs before such Change in Control but Executive can
reasonably demonstrate that such termination or the event or action causing Good Reason to occur, as applicable,
occurred at the request of a third party who had taken steps reasonably calculated to effect a Change in Control, and
(ii) on or before the Date of Termination, Executive executes a separation and release agreement in form and content
reasonably satisfactory to the Committee releasing any and all claims Executive has or may have against Nucor as of
the Date of Termination. Change in Control Non-Compete Benefits shall not be payable if Executive terminates
employment with the Company due to Executive’s death, disability, voluntary retirement or resignation without Good
Reason, provided that Executive may be entitled to the General Non-Compete Benefits pursuant to Section 4.
(b)
If Executive’s employment is terminated in circumstances entitling Executive to Change in Control
Non-Compete Benefits as provided in Section 5(a), Nucor Corporation shall pay Executive, in a single lump sum
payment in cash, and subject to Section 26, within 10 days of the Date of Termination, Change in Control Non-
Compete Benefits in an amount equal to the sum of:
(i)
the product of (A) 2 multiplied by (B) the sum of (1) Executive’s Base Salary and (2) the
greater of (x) 150% of Executive’s Base Salary and (y) the average performance award under the AIP
(including any deferred portion thereof but excluding the related “Deferral Incentive” (as defined in the AIP))
for the 3 fiscal years prior to Executive’s Date of Termination, provided for purposes of calculating such
average, the performance award under the AIP for any year in such 3 fiscal year period Executive did not
hold Executive’s current position shall be equal to the performance award under the AIP for such year for
Executive’s position as a percentage of base salary multiplied by Executive’s Base Salary; and
(ii)
if Executive’s Date of Termination occurs prior to the annual grant date under the Equity
Award Plan (which date is currently June 1) for the year in which such Date of Termination occurs, an
amount equal to the aggregate dollar value of the base equity award and the performance-based equity
award Executive would have become entitled to receive under the Equity Award Plan for such year if
Executive’s employment had continued to the annual grant date.
(c)
Executive’s Change in Control Non-Compete Benefits shall be reduced and offset, but not below
zero, by any severance pay or pay in lieu of notice required to be paid to Executive under applicable law, including,
without limitation, the Worker Adjustment and Retraining Notification Act or any similar state or local law.
(d)
If Executive is entitled to Change in Control Non-Compete Benefits pursuant to Section 5(a),
Executive shall continue to be provided with medical, dental,
Agreement - Query - EVP - 2021
9
and prescription drug benefits comparable to the benefits provided to Executive immediately prior to the Date of
Termination, or if more favorable to Executive, the Change in Control, for the duration of the Change in Control Period
with the same contribution rate for which Executive would have been responsible if Executive had remained employed
through the Change in Control Period. Any benefits so provided shall not be considered a continuation of coverage
required under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended; provided that, if Executive
becomes reemployed with another employer and is eligible to receive medical, dental or prescription drug insurance
coverage under another employer-provided plan (regardless of whether Executive actually enrolls under such
coverage), then the medical, dental or prescription drug insurance benefits provided pursuant to this Section 5(d) shall
be secondary to those provided under such other plan during such applicable period of eligibility.
(e)
Upon a Change in Control, the obligations of Nucor Corporation to pay and provide the Change in
Control Non-Compete Benefits described in this Section 5 shall be absolute and unconditional and shall not be
affected by any circumstances, including, without limitation, any set-off, counterclaim, recoupment, defense or other
right which Nucor may have against Executive. In no event shall Executive be obligated to seek other employment or
take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this
Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by Executive as
a result of employment by another employer, except with respect to the continued welfare benefits provided under
Section 5(d).
(f)
In exchange for Nucor Corporation’s agreement to make Executive eligible for the compensation,
payments and benefits set forth in this Agreement, and other good and valuable consideration, Executive agrees to
strictly abide by the terms of Sections 10 through 15 of this Agreement.
6.
Duties and Responsibilities; Best Efforts. While employed by Nucor, Executive shall perform such duties for
and on behalf of Nucor as may be determined and assigned to Executive from time to time by the Chief Executive Officer of
Nucor Corporation or the Board. Executive shall devote Executive’s full time and best efforts to the business and affairs of
Nucor. During the term of Executive’s employment with Nucor, Executive will not undertake other paid employment or engage in
any other business activity without the prior written consent of the Board.
7.
Employment at Will. The parties acknowledge and agree that this Agreement does not create employment
for a definite term and that Executive’s employment with Nucor is at will and terminable by Nucor or Executive at any time, with
or without cause and with or without notice, unless otherwise expressly set forth in a separate written agreement executed by
Executive and Nucor after the Effective Date.
8.
Change in Executive’s Position. In the event that Nucor transfers, demotes, promotes, or otherwise changes
Executive’s compensation or position with Nucor, the restrictions and post-termination obligations set forth in Sections 10
through 15 of this Agreement shall remain in full force and effect. Executive acknowledges and agrees that the benefits and
opportunities being provided to Executive under this Agreement are sufficient consideration for Executive’s compliance with
these obligations.
Agreement - Query - EVP - 2021
10
9.
Recognition of Nucor’s Legitimate Interests. Executive understands and acknowledges that Nucor competes
in North America and throughout the world in Business. As part of Executive’s employment with Nucor, Executive acknowledges
Executive will continue to have access to and gain knowledge of significant secret, confidential and proprietary information of the
full range of operations of Nucor. In addition, Executive will continue to have access to and contact with vendors, suppliers,
customers and prospective vendors, suppliers and customers of Nucor, in which capacity Executive is expected to develop good
relationships with such vendors, suppliers, customers and prospective vendors, suppliers and customers, and will gain intimate
knowledge regarding the products and services of Nucor. Executive recognizes and agrees that Nucor has spent and will
continue to spend substantial effort, time and money in developing relationships with its customers, suppliers and vendors, that
many customers, suppliers and vendors are long term customers, suppliers and vendors of Nucor, and that all customers,
suppliers, vendors and accounts that Executive may deal with during Executive’s employment with Nucor, including any
customers, suppliers, vendors and accounts acquired for Nucor by Executive, are the customers, suppliers, vendors and
accounts of Nucor. Executive acknowledges that Nucor’s competitors, customers, suppliers and vendors would obtain an unfair
advantage if Executive disclosed Secret Information or Confidential Information to a competitor, customer, supplier or vendor,
used it on a competitor’s, customer’s, supplier’s or vendor’s behalf (except for the benefit of Nucor), or if Executive were able to
exploit the relationships Executive develops as an employee of Nucor to Solicit or direct business on behalf of a competitor,
customer, supplier or vendor.
10.
Covenant Regarding Nucor’s Secret Information.
(a)
Executive recognizes and agrees
to Secret
Information. Executive agrees that unless Executive is expressly authorized by Nucor in writing, Executive will not use
or disclose or allow to be used or disclosed Secret Information. This covenant shall survive until the Secret
Information is generally known in the industry through no act or omission of the Executive or until Nucor knowingly
authorizes
limitations on use or
confidentiality. Executive acknowledges that Executive did not have knowledge of Secret Information prior to
Executive’s employment with Nucor and that the Secret Information does not include Executive’s general skills and
know-how.
that Executive will have continued access
the disclosure of or discloses
Information, without any
the Secret
(b)
Notwithstanding anything to the contrary set forth in this Agreement, pursuant to the federal Defend
Trade Secrets Act of 2016, an individual will be immune from criminal or civil liability under any federal or state trade
secret law for (i) the disclosure of a Trade Secret that is made (A) in confidence to a federal, state, or local government
official, either directly or indirectly, or to an attorney; and (B) solely for the purpose of reporting or investigating a
suspected violation of law; or (ii) a disclosure that is made in a complaint or other document filed in a lawsuit or other
proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for
reporting a suspected violation of law may disclose the Trade Secret to the attorney of the individual and use the
Trade Secret information in the court proceeding, if the individual files any document containing the Trade Secret
under seal and does not disclose the Trade Secret, except pursuant to court order.
Agreement - Query - EVP - 2021
11
11.
Agreement to Maintain Confidentiality; Non-Disparagement.
(a)
During Executive’s employment with Nucor and at all times after the termination of Executive’s
employment with Nucor, (i) Executive covenants and agrees to treat as confidential all Confidential Information
submitted to Executive or received, compiled, developed, designed, produced, accessed, or otherwise discovered by
the Executive from time to time while employed by Nucor, and (ii) Executive will not disclose or divulge the
Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for
Executive’s own benefit or for the benefit of any person, entity, firm or company other than Nucor. This restriction will
apply throughout the world; provided, however, that if the restrictions of this Section 11(a) when applied to any specific
piece of Confidential Information would prevent Executive from using Executive’s general knowledge or skills in
competition with Nucor or would otherwise substantially restrict the Executive’s ability to fairly compete with Nucor,
then as to that piece of Confidential Information only, the scope of this restriction will apply only for the Restrictive
Period (as defined below).
(b)
Executive specifically acknowledges that the Confidential Information, whether reduced to writing
or maintained in the mind or memory of Executive, and whether compiled or created by Executive, Nucor, or any of its
customers, suppliers or vendors or prospective customers, suppliers or vendors, derives independent economic value
from not being readily known to or ascertainable by proper means by others who could obtain economic value from
the disclosure or use of the Confidential Information. Executive also acknowledges that reasonable efforts have been
put forth by Nucor to maintain the secrecy of the Confidential Information, that the Confidential Information is and will
remain the sole property of Nucor or any of its customers, suppliers or vendors or prospective customers, suppliers or
vendors, as the case may be, and that any retention and/or use of Confidential Information during or after the
termination of Executive’s employment with Nucor (except in the regular course of performing Executive’s duties
hereunder) will constitute a misappropriation of the Confidential Information belonging to Nucor. Executive
acknowledges and agrees that if Executive (i) accesses Confidential Information on any Nucor computer system within
30 days prior to the effective date of Executive’s voluntary resignation of employment with Nucor and (ii) transmits,
copies or reproduces in any manner such Confidential Information to or for himself or any person or entity not
authorized by Nucor to receive such Confidential Information, or deletes any such Confidential Information, Executive
is exceeding Executive’s authorized access to such computer system. Notwithstanding anything to the contrary set
forth herein, this Agreement shall not be construed to restrict Executive from communications or disclosures that are
protected under federal law or regulation.
(c)
Executive agrees not to make any statements, written (including electronically) or verbal, or cause
or encourage others to make any statements, written (including electronically) or verbal, that defame, disparage or in
any way criticize the personal or business reputation, practices, or conduct of Nucor, or any of Nucor’s directors,
managers, officers, employees, agents or representatives. Executive acknowledges and agrees that this prohibition
extends to statements, written (including electronically) or verbal, made to anyone, including but not limited to the
general public, the news media, investors, potential investors, any board of directors, industry analysts, competitors,
strategic partners, vendors, customers or Nucor employees, agents or representatives (past and present), however,
nothing set forth in this Section 11(c)
Agreement - Query - EVP - 2021
12
prohibits Executive from communicating, without notice to or approval by Nucor Corporation, with any United States
federal government agency about a potential violation of a United States federal law or regulation.
12.
Noncompetition. Executive hereby agrees that for the duration of Executive’s employment with Nucor and
for the duration of the Restrictive Period, Executive will not, either individually or by or through any agent, representative, entity,
employee or otherwise, within the Restricted Territory:
(a)
engage in any Competing Business Activity, whether as an owner, partner, shareholder, member,
lender, employee, consultant, agent, co-venturer or in any other capacity;
(b)
commence, establish, own (in whole or in part) or provide financing for any business that engages
in any Competing Business Activity, whether (i) by establishing a sole proprietorship, (ii) as a partner of a partnership,
(iii) as a member of a limited liability company, (iv) as a shareholder of a corporation (except to the extent Executive is
the holder of not more than 2% of any class of the outstanding stock of any company listed on a national securities
exchange so long as Executive does not actively participate in the management or business of any such entity) or (v)
as the owner of any equity interest in any such entity;
(c)
provide any public endorsement of, or otherwise lend Executive’s name for use by, any person or
entity engaged in any Competing Business Activity; or
(d)
engage in work, whether for a competitor, customer, vendor or supplier of Nucor or otherwise, that
could reasonably be expected to call on Executive in the fulfillment of Executive’s duties and responsibilities to reveal,
rely upon, or otherwise use Confidential Information or Secret Information.
13.
Nonsolicitation. Executive hereby agrees for the duration of Executive’s employment with Nucor and for the
duration of the Restrictive Period, Executive shall not, either individually or by or through any agent, representative, entity,
employee or otherwise:
(a)
Solicit or attempt to influence any Customer or Supplier to limit, curtail, cancel, or terminate any
business it transacts with, or products or services it receives from or provides to Nucor;
(b)
Solicit or attempt to influence any Prospective Customer or Supplier to terminate any business
negotiations it is having with Nucor, or to otherwise not do business with Nucor;
(c)
Solicit or attempt to influence any Customer or Supplier to purchase products or services from an
entity other than Nucor or to provide products or services to an entity other than Nucor, which are the same or
substantially similar to, or otherwise in competition with, those offered to the Customer or Supplier by Nucor or those
offered to Nucor by the Customer or Supplier; or
(d)
Solicit or attempt to influence any Prospective Customer or Supplier to purchase products or
services from an entity other than Nucor or to provide products or
Agreement - Query - EVP - 2021
13
services to an entity other than Nucor, which are the same or substantially similar to, or otherwise in competition with,
those offered to the Prospective Customer or Supplier by Nucor or those offered to Nucor by the Prospective
Customer or Supplier.
14.
Antipiracy.
(a)
Executive agrees for the duration of the Restrictive Period, Executive will not, either individually or
through or by any agent, representative, entity, employee or otherwise, solicit, encourage, contact, or attempt to
induce any employees of Nucor (i) with whom Executive had regular contact with at the time of, or at any time during
the 12 month period immediately prior to, the Date of Termination, and (ii) who are employed by Nucor at the time of
the encouragement, contact or attempted inducement, to end their employment relationship with Nucor.
(b)
Executive further agrees for the duration of the Restrictive Period not to hire, or to assist any other
person or entity to hire, any employees described in Section 14(a) of this Agreement.
15.
Assignment of Intellectual Property Rights.
(a)
Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including
copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or
otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely
or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the
execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are
patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed,
invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or
demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s
behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s
development, making or conception thereof.
(b)
The assignment requirement in Section 15(a) shall not apply to an invention that Executive
developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information
or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably
anticipated research or development, or (ii) result from any work performed by Executive for Nucor.
(c)
Executive will, within 3 business days following Nucor’s request, execute a specific assignment of
title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable
Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in
the United States and in any other applicable country.
(d)
Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of
any Developments to Nucor implied by law.
Agreement - Query - EVP - 2021
14
16.
Severability. It is the intention of the parties to restrict the activities of Executive only to the extent
reasonably necessary for the protection of Nucor’s legitimate interests. The parties specifically covenant and agree that should
any of the provisions in this Agreement be deemed by a court of competent jurisdiction too broad for the protection of Nucor’s
legitimate interests, the parties authorize the court to narrow, limit or modify the restrictions herein to the extent reasonably
necessary to accomplish such purpose. In the event such limiting construction is impossible, such invalid or unenforceable
provision shall be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force
and effect.
17.
Enforcement. Executive understands and agrees that any breach or threatened breach by Executive of any
of the provisions of Sections 10 through 15 of this Agreement shall be considered a material breach of this Agreement, and in
the event of such a breach or threatened breach of this Agreement, Nucor shall be entitled to pursue any and all of its remedies
under law or in equity arising out of such breach. If Nucor pursues either a temporary restraining order or temporary injunctive
relief, then Executive agrees to expedited discovery with respect thereto and waives any requirement that Nucor post a
bond. Executive further agrees that in the event of Executive’s breach of any of the provisions of Sections 10 through 15 of this
Agreement, unless otherwise prohibited by law:
(a)
Nucor shall be entitled to (i) cancel any unexercised stock options granted under any senior officer
equity incentive compensation plan from and after the Effective Date (the “Post-Agreement Date Option Grants”), (ii)
cease payment of any General Non-Compete Benefits, Change in Control Non-Compete Benefits and/or other similar
payments (including those under the Supplemental Retirement Plan) otherwise due hereunder, (iii) seek other
appropriate relief, including, without limitation, repayment by Executive of General Non-Compete Benefits, Change in
Control Non-Compete Benefits and/or other similar payments (including those under the Supplemental Retirement
Plan); and
(b)
Executive shall (i) forfeit any (A) unexercised Post-Agreement Date Option Grants and (B) any
shares of restricted stock or restricted stock units granted under any senior officer equity incentive compensation plan
that vested during the 6 month period immediately preceding Executive’s termination of employment (the “Vested
Stock”) and (ii) forfeit and immediately return upon demand by Nucor any profit realized by Executive from the
exercise of any Post-Agreement Date Option Grants or sale or exchange of any Vested Stock during the 6 month
period preceding Executive’s breach of any of the provisions of Sections 10 through 15 of this Agreement.
Executive agrees that any breach or threatened breach of any of the provisions of Sections 10 through 15 will cause Nucor
irreparable harm which cannot be remedied through monetary damages and the alternative relief set forth in Sections 17(a) and
(b) shall not be considered an adequate remedy for the harm Nucor would incur. Executive further agrees that such remedies in
Sections 17(a) and (b) will not preclude injunctive relief.
If Executive breaches or threatens to breach any of the provisions of Sections 12, 13 or 14 of this Agreement and Nucor obtains
an injunction, preliminary or otherwise, ordering Executive to adhere to the Restrictive Period required by the applicable Section,
then the applicable Restrictive Period will be extended by the number of days that Nucor has alleged that Executive has been in
breach of any of these provisions.
Agreement - Query - EVP - 2021
15
Executive further agrees, unless otherwise prohibited by law, to pay Nucor’s attorneys’ fees and costs incurred in successfully
enforcing its rights pursuant to this Section 17, or in defending against any action brought by Executive or on Executive’s behalf
in violation of or under this Section 17 in which Nucor prevails. Executive agrees that Nucor’s actions pursuant to this Section
17, including, without limitation, filing a legal action, are permissible and are not and will not be considered by Executive to be
retaliatory. Executive further represents and acknowledges that in the event of the termination of Executive’s employment for
any reason, Executive’s experience and capabilities are such that Executive can obtain employment and that enforcement of
this Agreement by way of injunction will not prevent Executive from earning a livelihood.
18.
Reasonableness of Restrictions. Executive has carefully considered the nature and extent of the restrictions
upon Executive and the rights and remedies conferred upon Nucor under Sections 10, 11, 12, 13, 14 and 17 and hereby
acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would
otherwise be unfair to Nucor, do not interfere with Executive’s exercise of Executive’s inherent skill and experience, are
reasonably required to protect the legitimate interests of Nucor, and do not confer a benefit upon Nucor disproportionate to the
detriment to Executive. Executive certifies that Executive has had the opportunity to discuss this Agreement with such legal
advisors as Executive chooses and that Executive understands its provisions and has entered into this Agreement freely and
voluntarily.
19.
Applicable Law. Following Executive’s promotion to Executive Vice President of Nucor Corporation,
in Charlotte, North
Executive’s primary place of employment will be Nucor’s corporate headquarters
Carolina. Accordingly, this Agreement is made in, and shall be interpreted, construed and governed according to the laws of,
the State of North Carolina, regardless of choice of law principles of any jurisdiction to the contrary. Each party, for themselves
and their successors and assigns, hereby irrevocably (a) consents to the exclusive jurisdiction of the North Carolina state and
federal courts located in Mecklenburg County, North Carolina and (b) waives any objection to any such action based on venue
or forum non conveniens. Further, Executive hereby irrevocably consents to the jurisdiction of any court or similar body within
the Restricted Territory for enforcement of any judgment entered in a court or similar body pursuant to this Agreement. This
Agreement is intended, among other things, to supplement the provisions of the North Carolina Trade Secrets Protection Act
and the Defend Trade Secrets Act of 2016, each as amended from time to time, and the duties Executive owes to Nucor under
North Carolina common law, including, but not limited to, fiduciary duties owed by Executive to Nucor.
located
20.
Executive to Return Property. Executive agrees that upon (a) the termination of Executive’s employment
with Nucor and within 3 business days thereof, whether by Executive or Nucor for any reason (with or without cause), or (b) the
written request of Nucor, Executive (or in the event of the death or disability of Executive, Executive’s heirs, successors, assigns
and legal representatives) shall return to Nucor any and all property of Nucor regardless of the medium in which such property is
stored or kept, including but not limited to all Secret Information, Confidential Information, notes, data, tapes, computers, lists,
customer lists, supplier lists, vendor lists, names of customers, suppliers or vendors, reference items, phones, documents,
sketches, drawings, software, product samples, rolodex cards, forms, manuals, keys, pass or access cards and equipment,
without retaining any copies or summaries of such property. Executive further agrees that to the extent Secret Information or
Confidential
Agreement - Query - EVP - 2021
16
Information are in electronic format and in Executive’s possession, custody or control, Executive will provide all such copies to
Nucor and will not keep copies in such format but, upon Nucor’s request, will confirm the permanent deletion or other
destruction thereof.
21.
Entire Agreement; Amendments. This Agreement supersedes, discharges and cancels all previous
agreements regarding Executive’s employment with Nucor, including without limitation that certain Executive Agreement by and
between Nucor Corporation and Executive effective as of May 17, 2020, and constitutes the entire agreement between the
parties with regard to the subject matter hereof. No agreements, representations, or statements of any party not contained
herein shall be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreement shall be
valid unless in writing and signed by both parties.
22.
Assignability. This Agreement and the rights and duties created hereunder shall not be assignable or
delegable by Executive. Nucor may, at its option and without consent of Executive, assign or delegate its rights and duties
hereunder, in whole or in part, to any successor entity or transferee of Nucor Corporation’s assets.
23.
Binding Effect. This Agreement shall be binding upon and inure to the benefit of Nucor and Executive and
their respective permitted successors, assigns, heirs and legal representatives.
24.
No Waiver. No failure or delay by any party to this Agreement to enforce any right specified in this
Agreement will operate as a waiver of such right, nor will any single or partial exercise of a right preclude any further or later
enforcement of the right within the period of the applicable statute of limitations. No waiver of any provision hereof shall be
effective unless such waiver is set forth in a written instrument executed by the party waiving compliance.
25.
Cooperation. Executive agrees that both during and after Executive’s employment, Executive shall, at
Nucor’s request, render all assistance and perform all lawful acts that Nucor considers necessary or advisable in connection
with any litigation involving Nucor or any of its directors, officers, employees, shareholders, agents, representatives, consultants,
clients, customers, suppliers or vendors. Executive understands and agrees that Nucor will reimburse Executive for any
reasonable documented expense Executive incurs related to this cooperation and assistance, but will not be obligated to pay
Executive any additional amounts.
26.
Compliance with Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if (a)
Executive is a “specified employee” under Section 409A(a)(2)(B)(i) of Code as of the Date of Termination and (b) any amount or
benefit that Nucor determines would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code
would otherwise be payable or distributable under this Agreement by reason of Executive’s separation from service, then to the
extent necessary to comply with Code Section 409A: (i) if the payment or distribution is payable in a lump sum, Executive’s right
to receive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Executive’s
death or the 7th month following the Date of Termination, and (ii) if the payment, distribution or benefit is payable or provided
over time, the amount of such non-exempt deferred compensation or benefit that would otherwise be payable or provided during
the 6 month period immediately following the Date of Termination will be accumulated, and Executive’s right to receive payment
or distribution of such accumulated amount or benefit will
Agreement - Query - EVP - 2021
17
be delayed until the earlier of Executive’s death or the 7th month following the Date of Termination and paid or provided on the
earlier of such dates, without interest, and the normal payment or distribution schedule for any remaining payments, distributions
or benefits will commence.
For purposes of this Agreement, the term “separation from service” shall be defined as provided in Code Section 409A
and applicable regulations, and Executive shall be a “specified employee” during the 12 month period beginning April 1 each
year if Executive met the requirements of Section 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the
regulations thereunder and disregarding Section 416(i)(5) of the Code) at any time during the 12 month period ending on the
December 31 immediately preceding the Date of Termination.
Agreement - Query - EVP - 2021
[Signatures Appear on Following Page]
18
IN WITNESS WHEREOF, Executive and Nucor Corporation have executed this Agreement to be effective as of the
Effective Date.
EXECUTIVE
/s/ Rex Query
Rex Query
NUCOR CORPORATION
By: /s/ Leon J. Topalian
Its: President and Chief Executive Officer
Agreement - Query - EVP - 2021
19
Subsidiary
Nucor Steel Auburn, Inc.
Nucor Steel Birmingham, Inc.
Nucor Steel Decatur, LLC
Nucor Steel Gallatin LLC
Nucor Steel Jackson, Inc.
Nucor Steel Kankakee, Inc.
Nucor Steel Kingman, LLC
Nucor Steel Marion, Inc.
Nucor Steel Memphis, Inc.
Nucor Steel Seattle, Inc.
Nucor Steel Tuscaloosa, Inc.
Nucor Steel Connecticut, Inc.
Nucor-Yamato Steel Company
Nu-Iron Unlimited
Nucor Castrip Arkansas LLC
Harris Steel Inc.
Harris U.S. Holdings Inc.
Harris Steel ULC
Magnatrax Corporation
The David J. Joseph Company
Ambassador Steel Corporation
Nucor Energy Holdings Inc.
Skyline Steel, LLC
Nucor Steel Louisiana LLC
Nucor Tubular Products, Inc.
Republic Conduit, Inc.
St. Louis Cold Drawn LLC
Nucor Steel Sedalia LLC
Nucor Steel Florida Inc.
American Building Company Illinois LLC
Nucor Building Systems Utah LLC
Nucor Cold Finish Wisconsin, Inc.
Nucor Steel Longview LLC
Nucor Tubular Products Madison LLC
Nucor-LMP Inc
Republic Conduit Manufacturing LLC
TrueCore, LLC
Universal Industrial Gases, LLC
Vulcraft of New York, Inc.
Nucor Coatings Corporation
Subsidiaries
Exhibit 21
Nucor Corporation
2020 Form 10-K
State or Other Jurisdiction
of Incorporation or Organization
Delaware
Delaware
Delaware
Kentucky
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Trinidad
Delaware
Delaware
Delaware
Canada
Delaware
Delaware
Indiana
Delaware
Delaware
Delaware
Illinois
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
South Carolina
Delaware
Delaware
Delaware
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-246166) and on Form S-8 (Nos.
333-246172, 333-196104, 333-167070, and 333-108751) of Nucor Corporation of our report dated February 26, 2021 relating to the financial
statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
February 26, 2021
Exhibit 23
Nucor Corporation
2020 Form 10-K
Exhibit 31
I, Leon J. Topalian, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Nucor Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 26, 2021
/s/ Leon J. Topalian
Leon J. Topalian
President and Chief Executive Officer
Exhibit 31(i)
I, James D. Frias, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Nucor Corporation;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this
report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
(b)
(c)
(d)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made
known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on
such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial
reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the
equivalent functions):
(a)
(b)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;
and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: February 26, 2021
/s/ James D. Frias
James D. Frias
Chief Financial Officer, Treasurer and Executive Vice President
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32
In connection with the Annual Report on Form 10-K of Nucor Corporation (the “Registrant”) for the year ended December 31, 2020, as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, Leon J. Topalian, President and Chief Executive Officer
(principal executive officer) of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Registrant.
/s/ Leon J. Topalian
Name:
Date:
Leon J. Topalian
February 26, 2021
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32(i)
In connection with the Annual Report on Form 10-K of Nucor Corporation (the “Registrant”) for the year ended December 31, 2020, as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I, James D. Frias, Chief Financial Officer, Treasurer and
Executive Vice President (principal financial officer) of the Registrant, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)
(2)
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Registrant.
/s/ James D. Frias
Name:
Date:
James D. Frias
February 26, 2021