8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 7, 2019

NUCOR CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

1-4119	13-1860817
(Commission File Number)	(IRS Employer Identification No.)

1915 Rexford Road, Charlotte, North Carolina	28211
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (704) 366-7000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 7.01. Regulation FD Disclosure.

On January 7, 2019, Nucor Corporation issued a news release announcing plans to build a plate mill and posted an investor presentation related to these plans to its website at http://www.nucor.com/investor/events/. A copy of the news release and the investor presentation is furnished as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits

99.1	News Release, issued January 7, 2019
99.2	Investor Presentation, dated January 7, 2019

The information contained in this Current Report on Form 8-K, including the exhibits attached hereto, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Furthermore, the information contained in this Current Report on Form 8-K shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such registration statement or other document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NUCOR CORPORATION
Date: January 7, 2019	By:	/s/ James D. Frias
		Chief Financial Officer, Treasurer and Executive Vice President

EX-99.1

Exhibit 99.1

News Release

Nucor to Build State-of-the-Art Plate Mill

• Facility expected to be fully operational in 2022 with capacity of 1.2 million tons per year

• Nucor anticipates creating approximately 400 new, full-time jobs

• Midwest locations being evaluated

• Investor conference call and webcast today at 9:00 AM eastern time

CHARLOTTE, N.C., Jan. 7, 2019 /PRNewswire/ – Nucor Corporation (NYSE: NUE) today announced plans to build a state-of-the-art plate mill in the U.S. Midwest. Nucor’s Board of Directors has approved an investment of $1.35 billion to build the mill, which is expected to be fully operational in 2022 and will be capable of producing 1.2 million tons per year of steel plate products. The project is expected to create approximately 400 full-time jobs.

“This investment is consistent with our drive to continue delivering sustainable, profitable growth and superior returns for shareholders,” said John Ferriola, Chairman, CEO & President of Nucor. “Together with the significant share repurchases completed in 2018, the Board’s decision to fund this high-return opportunity demonstrates our commitment to balanced capital allocation. We have a strong foundation to build upon as we advance our goal of leading in every market in which we compete.”

Leon Topalian, Executive Vice President of Beam and Plate products, said, “By building this state-of-the-art plate mill in the Midwest – the largest plate-consuming area in the United States – we will enhance our ability to serve our customers in the region while also furthering our goal of meeting all the steel needs of our customers around the country. We expect to select a site for the new mill early this year. Our team is poised and ready to take the next step in advancing our position in steel plate products.”

The new plate mill will produce cut-to-length, coiled, heat-treated, and discrete plate ranging from 60 to 160 inches wide, and in gauges from 3/16 of an inch to 14 inches in thickness; enabling Nucor to supply plate products that the Company does not currently offer. Nucor currently operates plate mills in North Carolina, Alabama and Texas.

Page 1 of 3

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

Phone 704-366-7000 Fax 704-362-4208 www.nucor.com

News Release

Nucor to Build State-of-the-Art Plate Mill (Continued)

“This administration is taking the decisive and meaningful actions that American manufacturers need to compete on a level playing field,” Ferriola said. “Tax reform, continued improvements to our regulatory approach and strong trade enforcement are giving businesses like ours the confidence to make long-term capital investments here in the U.S. that create jobs and ensure our success for decades to come.”

Investor Conference Call and Webcast

The Nucor management team will discuss this announcement later this morning (January 7, 2019) at 9:00 AM eastern time. The webcast will be available at www.nucor.com/investor/events and https://www.webcaster4.com/Webcast/Page/913/28819.

About Nucor

Nucor and its affiliates are manufacturers of steel and steel products, with operating facilities primarily in the U.S. and Canada. Products produced include: carbon and alloy steel — in bars, beams, sheet and plate; hollow structural section tubing; electrical conduit; steel piling; steel joists and joist girders; steel deck; fabricated concrete reinforcing steel; cold finished steel; steel fasteners; metal building systems; steel grating; and wire and wire mesh. Nucor, through The David J. Joseph Company, also brokers ferrous and nonferrous metals, pig iron and hot briquetted iron / direct reduced iron; supplies ferro-alloys; and processes ferrous and nonferrous scrap. Nucor is North America’s largest recycler.

Forward-Looking Statements

Certain statements contained in this news release are “forward-looking statements” that involve risks and uncertainties. The words “believe,” “expect,” “project,” “will,” “should,” “could” and similar expressions are intended to identify those forward-looking statements. 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 competition 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 steel prices and the changes in the supply and cost of raw materials, including scrap steel; (4) market demand for steel products; and (5) energy

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Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

Phone 704-366-7000 Fax 704-362-4208 www.nucor.com

News Release

Nucor to Build State-of-the-Art Plate Mill (Continued)

costs and availability. These and other factors are discussed in Nucor’s regulatory filings with the Securities and Exchange Commission, including those in Nucor’s fiscal 2017 Annual Report on Form 10-K, Item 1A. Risk Factors. The forward-looking statements contained in this news release speak only as of this date, and Nucor does not assume any obligation to update them.

Page 3 of 3

Nucor Executive Offices: 1915 Rexford Road, Charlotte, North Carolina 28211

Phone 704-366-7000 Fax 704-362-4208 www.nucor.com

EX-99.2

Nucor Corporation Nucor to Build State-of-the-Art Plate Mill January 7, 2019 Exhibit 99.2

Forward-Looking Statements Certain statements made in this presentation are forward-looking statements that involve risks and uncertainties. The words “believe,” “expect,” “project,” “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 steel prices and changes in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (4) availability and cost of electricity and natural gas which could negatively affect our cost of steel production or could result in a delay or cancellation of existing or future drilling within our natural gas working interest 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 U.S.; (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 the severe economic downturn in construction markets and 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 greenhouse gas 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; and (13) our safety performance. 1

Expanding Production in America’s Largest Plate Consuming Region Board has approved this $1.35 billion investment Site selection expected in early 2019 and fully operational in 2022 Annual capacity of 1.2 million tons Significantly enhances breadth of product Value-added capacity to produce 120,000 tons of heat treated plate & 65,000 tons of ingot plate Expected to create approximately 400 full-time jobs Existing Nucor Plate Mills Hertford County, NC Tuscaloosa, AL Longview, TX 2 Sites under consideration in Indiana, Kentucky, Ohio and West Virginia

New Mill Will Enable Nucor to Produce Over 97% of Plate Products Demanded in the U.S. Market Not Commercially Available Out of Nucor Range 195” 48” 60” 96” 120” 136” 160” New Mill Capabilities Hertford County & Tuscaloosa Capabilities 3 Enhances product portfolio to broader range of sizes and grades of plate Further expands value-added capabilities

U.S. Plate Regional Demand – 2017 Note: Excludes coiled plate 4 Nucor will be better positioned to address demand in the Midwest, the largest plate-consuming region in the country Broader product range supports further share gains across Nucor’s plate portfolio Nucor Others Southeast 1.25M tons Northeast 600k tons South Central 1.4M tons West 860kt 38% 40% 36% 12% 24% 76% 62% 60% 64% 88% Midwest 1.8M tons

U.S. Cut Plate Market Overview 5 Notes: Volume figures based on CRU data, data excludes coiled plate 2017 Plate Market Supply 2017 End Use Demand

Imports Impact on the U.S. Plate Market Has Declined 2014-2015 surge of illegally dumped imports into U.S. market Late 2016 round of anti-dumping and countervailing duties implemented on 12 new countries and products in response 23 total countermeasures are now in place 6

Midwest Greenfield Plate Mill Aligned with Nucor’s Strategy for Profitable Growth Low cost producer Market leadership Move up the value chain Expand channels to market Commercial excellence Five Drivers to Profitable Growth 7 Midwest U.S. Greenfield Plate Mill Cost leader – operating, scrap, logistics Delivering best-in-class quality and reliability, establishing Nucor as the differentiated market leader in plate Expands Nucor’s plate portfolio to cover substantially all commercially available plate products

Building Nucor’s Earnings Power Net Earnings Attributable to Nucor Shareholders Import Surge, Oil Price Collapse 8