As filed with the Securities and Exchange Commission on December 13, 2002

August 19, 2021

Registration No. 333-


UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM S-4

REGISTRATION STATEMENT

UnderUNDER

THE SECURITIES ACT OF 1933


NUCOR CORPORATION

(Exact name of Registrantregistrant as specified in its charter)

Delaware 
3312
 
13-1860817

(State or other jurisdiction of

incorporation or organization)

 

(Primary Standard Industrial

Classification Code Number)

 

(I.R.S. Employer

incorporation or organization)
Classification Code Number)

Identification Number)

2100

1915 Rexford Road

Charlotte, North Carolina 28211

(704) 366-7000

(Address, including zip code, and telephone number, including area code, of Registrant’sregistrant’s principal executive offices)

Terry S. Lisenby

James D. Frias

Chief Financial Officer, Treasurer and Executive Vice President

2100

1915 Rexford Road

Charlotte, North Carolina 28211

(704) 366-7000

(Name, and address, including zip code, and telephone number, including area code, of agent for service)


CopiesCopy to:

Wade B. Andrew Pickens,Sample, Jr., Esq.

Moore & Van Allen PLLC

100 North Tryon Street, Suite 4700

Charlotte, North Carolina 28202

28202-4003

(704) 331-1000

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this registration statement is declared effective in connection with the exchange offer described in the prospectus contained in this registration statement.

becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  

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 filerAccelerated filer
Non-accelerated filerSmaller 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 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

CALCULATION OF REGISTRATION FEE











Title of Each Class of
Securities to be Registered
  
Amount
to be
Registered
    
Proposed Maximum Offering Price Per Note (1)
  
Proposed Maximum Aggregate Offering Price (1)
    
Amount of Registration Fee (2)









4.875% Notes due 2012  $350,000,000    100%  $350,000,000(1)    $32,200










 

Title of each class of

securities to be registered

 

Amount

to be

registered

 

Proposed

maximum

offering price

per unit

 Proposed
maximum
aggregate
offering price
 Amount of
registration fee

2.979% Notes due 2055

 $439,312,000.00 100% $439,312,000.00 $47,928.94(1)

 

 

(1)Estimated solely for the purposes of calculating the registration fee

Calculated pursuant to Rule 457(f)(2) under the Securities Act based uponof 1933, as amended. For purposes of this calculation, the book value (aggregate outstandingoffering price per note was assumed to be the stated principal amount)amount of these securities.each original note that may be received by the registrant in the exchange transaction in which the notes will be offered.

(2)Calculated by multiplying the aggregate offering amount by .000092.

The Registrantregistrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statementthe registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.



The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any statejurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED ,AUGUST 19, 2021

PROSPECTUS

LOGO

LOGO

Nucor Corporation

Offer to Exchange $350,000,000

Up to $439,312,000 of its 4.875%2.979% Notes due 2012,2055

That Have Been Registered Under

the Securities Act of 1933, As Amended (“New Notes”)

For a Like Principal Amount of

2.979% Notes due 2055

That Have Not Been Registered Under

the Securities Act of 1933, As Amended (“Existing Notes”)

We are offering to exchange up to $439,312,000 aggregate principal amount of our New Notes for a like principal amount of our outstanding Existing Notes that are validly tendered and not validly withdrawn prior to the expiration of the exchange offer.

Registered

The terms of the New Notes are substantially identical in all material respects to the terms of the Existing Notes, except that the New Notes will be registered under the Securities Act of 1933, as amended (the “Securities Act”), and, therefore, will be freely tradable and will not contain restrictions on transfer, registration rights or provisions for $350,000,000the payment of itsadditional interest.

Outstanding Unregistered 4.875%

Interest on the New Notes due 2012will accrue from the date interest on the Existing Notes was most recently paid, at the rate of 2.979% per annum, and will be payable semi-annually in arrears on June 15 and December 15 of each year to the holders of record on the immediately preceding June 1 and December 1, respectively.

We will not receive any proceeds from the issuance of the New Notes in the exchange offer.


This

The exchange offer will expire at 5:00 p.m., New York City time, on                 , 2003,2021, unless extended.

extended at our option. We do not currently intend to extend the Expiration Date (as defined in this prospectus) unless required to do so by applicable law as described under “The Exchange Offer—Expiration Date; Amendments.”

You should carefully review the procedures for tendering Existing Notes under the heading “The Exchange Offer—Procedures for Tendering Existing Notes” in this prospectus. If you do not comply with these procedures, we are offeringnot obligated to exchange $350 million aggregate principal amount of registered 4.875% notes due October 1, 2012, registered under the Securities Act, which are referredyour Existing Notes for New Notes.

If you currently hold Existing Notes and fail to in this prospectus as the new notes, for all $350 million aggregate principal amount of outstanding unregistered 4.875% notes due October 1, 2012, which are referred to in this prospectus as the old notes. We sometimes refer to the new notes and the old notes collectively as the notes.

The terms of the new notes will be substantially identical to the old notes that we issued on October 1, 2002, except that the new notes will be registered under the Securities Act and generally will not be subject to transfer restrictionsvalidly tender them, or registration rights. The old notes were issued in reliance upon an available exemption from the registration requirements of the Securities Act.
We will pay interest on the new notes on each April 1 and October 1, beginning April 1, 2003.
Subject to the terms of this exchange offer, we will exchange the new notes for all old notes that are validly tendered and not withdrawnwithdraw them prior to the expiration of this exchange offer. Thethe exchange offer, is not conditioned upon the exchange of a minimum principal amount of old notes.then you will continue to hold unregistered Existing Notes and your ability to transfer them will be subject to restrictions on transfer, which could adversely affect your ability to transfer Existing Notes.

The exchange of old notesNew Notes generally will be freely transferable but will also be new securities for new notes in this exchange offer should not be a taxable event for U.S. federal income tax purposes.

Wewhich there will not receive any proceeds from this exchange offer.
initially be an established trading market. We do not intend to listapply for the new noteslisting of the New Notes on any securities exchange or other trading market.
Investing infor the new notes involves risks. You should consider carefully factors such as the risk factors beginning on page 10 of this prospectus before tendering your old notes in this exchange offer.
Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapprovedquotation of the new notes or determined if this prospectus is accurate or complete. Any representationNew Notes on any automated dealer quotation system. Accordingly, there can be no assurance as to the contrary is a criminal offense.development or liquidity of any market for the New Notes.

Each broker-dealer that receives new notesNew Notes for its own account pursuant to thisthe exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes.such New Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, asuch broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notesNew Notes received in exchange for old notes if the old notesExisting Notes where such Existing Notes were acquired by thesuch broker-dealer as a result of market-making activities or other trading activities.

We have agreed that, starting on the date we issue the new notes and ending no later than the closefor a period of business on the date which is 180 days after completion ofthe last Exchange Date (as defined in this exchange offer,prospectus), we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale. A broker-dealer may not participatePlease read “Plan of Distribution.”

See “Risk Factors” beginning on page 11 of this prospectus for a discussion of factors that you should consider before participating in the exchange offer with respectoffer.

Neither we nor our board of directors make any recommendation to old notes acquired other thanholders of Existing Notes as to whether to tender or refrain from tendering all or any portion of their Existing Notes pursuant to the exchange offer. Moreover, no one has been authorized to make any such recommendation.

Neither the Securities and Exchange Commission (the “SEC” or the “Commission”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a result of market-making activities or other trading activities. See “Plan of Distribution”.

criminal offense.

The date of this prospectus is                 , .2021.


TABLE OF CONTENTS

   
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IMPORTANT INFORMATION ABOUT THIS PROSPECTUS

In making your investment decision you should rely only on the

This prospectus incorporates important business and financial information contained or incorporated by reference in this prospectus. We have not authorized any person to provide you with information in addition to, different from or inconsistent with the information contained or incorporated by reference in this prospectus or to represent anything else about us. If anyone provides you with informationus that is not included in addition to, different from or inconsistentdelivered with the information contained or incorporated by reference in this prospectus, it may not be accurate or complete and you should not rely on it. Except as otherwise indicated, the information appearing in this prospectus speaks only as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date. The delivery of this prospectus under any circumstances does not imply that there has been no change in our affairs or that the information herein is correct as of any date subsequent to the date hereof.

This prospectus summarizes certain documents and other information, and we refer you to them for a more complete understanding of what we discuss in the prospectus.
We are not making this exchange offer to, and we do not intend to accept surrenders for exchange from, holders of old notes in any jurisdiction in which this exchange offer or the acceptance of this exchange offer would violate the securities or other laws of that jurisdiction.

i


Unless the context otherwise requires, as used in this prospectus:
Ÿ
the terms “Nucor”, “our company”, “we”, “us” and “our” refer to Nucor Corporation and its subsidiaries, unless the context requires otherwise. However, for purposes of the section entitled “Description of Notes”, whenever we refer to “Nucor” or to “us”, or use terms such as “we”, “our”, or “our company”, we are referring only to Nucor Corporation and not to any of our subsidiaries;
Ÿ
the term “old notes” refers to the 4.875% notes due 2012 that we issued on October 1, 2002;
Ÿ
the term “new notes” refers to the 4.875% notes due 2012 that we registered under the Securities Act of 1933, as amended (which we refer to as the “Securities Act”) and that we are offering in exchange for the old notes; and
Ÿ
the term “notes” refers to the old notes and the new notes, collectively.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Securities Exchange Act of 1934, as amended (which we refer to as the “Exchange Act”). In accordance with the Exchange Act, we file reports, proxy statements and other information with the SEC. The reports, proxy statements and other information can be inspected and copied at the public reference facility that the SEC maintains at 450 Fifth Street, NW, Washington, D.C. 20549. Copies may be obtained from the SEC by paying the required fees. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site athttp://www.sec.govthat contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC, including us. Our SEC filings are also available at the office of the New York Stock Exchange, 20 Broad Street, New York, New York 10005.
We “incorporate by reference” in this prospectus some of the information filed by us with the SEC, which means that we disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this prospectus, and information that we subsequently file with the SEC will automatically update and supersede the information in this prospectus and in our other filings with the SEC. We incorporate by reference the documents listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act until the exchange offer contemplated by this prospectus is terminated.
The following documents filed by us with the SEC are incorporated by reference in this prospectus and to the extent any information contained in any of those previously filed documents is inconsistent with this prospectus, the information contained in this prospectus will supersede information contained in those documents:
Ÿ
our Annual Report on Form 10-K for the fiscal year ended December 31, 2001;
Ÿ
our Quarterly Reports on Form 10-Q for the quarters ended March 30, June 29, and September 28, 2002;
Ÿ
our Current Reports on Form 8-K filed on June 7, July 29 and October 3, 2002; and
Ÿ
our Proxy Statement dated March 21, 2002.
As used in this prospectus, the term “prospectus” means this prospectus, including the documents incorporated by reference, as the same may be amended, supplemented or otherwise modified from time to time. We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus has beenis delivered, on theupon written or oral request of thatany such person, a copy of any or all of the documents which haveinformation that has been or may be incorporated inby reference into this prospectus by reference (other thanbut not delivered with the prospectus, excluding exhibits to such documentsa document unless those exhibits arean exhibit has been specifically incorporated by reference in any such documents)into that document. Such requests should be directed to the attention of our Corporate Secretary at the following address and a copy of any or all other contracts or documents which are referred to in this prospectus.

ii
telephone number:


You may request a copy of these filings and other documents, including without limitation the indenture and exchange and registration rights agreement, at no cost by contacting us at: Nucor Corporation 2100

1915 Rexford Road

Charlotte, North Carolina 28211 Attention: Terry S. Lisenby, Chief Financial Officer, Treasurer and Executive Vice President, or telephoning us at

Telephone: (704) 366-7000.

If366-7000

You may also direct any information requests to the Information Agent (as defined in this prospectus) using the contact information on the back cover page of this prospectus. To obtain timely delivery of any requested information, you would like tomust make any request documents, please do so no later than                 , in order2021, which is five business days prior to receive the documents before thisExpiration Date of the exchange offer. The exchange offer expires on             , 2003.

If we have referred in this prospectus tomay be withdrawn at any contracts, agreements or other documents and have incorporated any of those contracts, agreements or documents in this prospectus or have filed them as exhibitstime prior to the closing of the offering, and the offering is subject to the terms of this prospectus.

This prospectus is part of a registration statement youwe filed with the SEC. You should readmake your decision about whether to participate in the relevant document for a more complete understandingexchange offer after considering all of the document or matter involved.

SEC REVIEW
On December 21, 2001, the Securities and Exchange Commission, or the SEC, publicly announced that its staff would monitor,information contained in 2002, annual reports submitted by all Fortune 500 companies that file periodic reports with the SEC as a new initiative to significantly expand its review of financial and non-financial disclosures made by public companies. In September 2002, we received a comment letter from the staff of the SEC regarding its review of the financial statements and related disclosures included in our 2001 annual report on Form 10-K and quarterly reports on Form 10-Q for the periods ended March 30 and June 29, 2002. The comments principally ask us to provide additional information and to make additional disclosures in our financial statement footnotes and our management’s discussion and analysis. The letter requests that we prepare future filings consistent with the comments but does not request us to amend any previously filed report. We have provided a response to the SEC on these comments and have not yet heard anything further from the SEC regarding our response or their comments. While these matters are subject to interpretation, we believe that compliance with any or all of those comments in the preparation of the financial statements included in this prospectus would not have resulted in any change in our reported net earnings or in the calculations of EBITDA included in this prospectus.
TRADEMARKS AND TRADE NAMES
Castrip® is a registered trademark of a joint venture between us, Broken Hill Proprietary Corporation and Ishikawajima-Harima Heavy Industries, and HIsmelt® is a registered trademark of a joint venture between us, the Rio Tinto Group, Mitsubishi Corp. and Shougang Corp. Any references in this document to either of those terms without the “®” symbol represent defined terms that reference the technologies bearing the trademark which includes that symbol.

iii


SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the information incorporated by reference herein. We have not authorized any other person to provide you with different or additional information. If anyone else provides you with different or additional information, you should not rely on it. We are not making an offer to sell or exchange the New Notes (i) in any jurisdiction where the offer or sale is not permitted, (ii) where the person making the offer is not qualified to do so or (iii) to any person who cannot legally be offered the New Notes. You should not assume that the information appearing in this prospectus containis accurate as of any date other than the date on the front cover page of this prospectus or that the information incorporated by reference herein is accurate as of any date other than the date of such document incorporated by reference. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the New Notes and must obtain any consent, approval or permission required for your purchase, offer or sale of the New Notes under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchases, offers or sales, and we shall have no responsibility therefor.

i


In deciding whether to participate in the exchange offer, you must rely on your own examination of us and the terms of the exchange offer and the New Notes, including the merits and risks involved. You should not consider any information contained in or incorporated by reference into this prospectus to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor for legal, business and tax advice regarding participation in the exchange offer and an investment in the New Notes.

We make no representation or warranty, express or implied, as to the accuracy or completeness of the information obtained from third-party sources set forth herein or incorporated by reference into this prospectus, and nothing contained in or incorporated by reference into this prospectus is, or shall be relied upon as, a promise or representation as to past or future performance.

Except as otherwise indicated (including in the section of this prospectus entitled “Description of the New Notes”) or unless the context requires otherwise, all references in this prospectus to “Nucor,” the “Company,” “we,” “us,” “our” and similar terms refer to Nucor Corporation and its subsidiaries on a consolidated basis.

ii


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus, any applicable prospectus supplement and any related free writing prospectus and the documents incorporated by reference herein and therein may include “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act particularlyof 1934, as amended (the “Exchange Act”). Statements that do not relate strictly to historical facts are forward-looking statements. Statements containing words such as “anticipate,” “believe,” “expect,” “intend,” “project,” “may,” “will,” “should,” “could” and similar expressions are intended to identify those statements preceded by, followed by, or that otherwise include, the words “anticipate”, “believe”, “estimate”, “expect”, “intend”, or similar expressions. For those statements, we claim the protection of the safe harbor forforward-looking statements. These forward-looking statements contained inreflect our 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 Private Securities Litigation Reform Actaccuracy of 1995. Forward-looking statements relating to expectations about future results or events are based upon information available to us as ofsuch forward-looking information. As such, the date of this prospectus, and we assume no obligation to update any of these statements. The forward-looking statements are not guarantees of our future performance, and actual results may vary materially from the projected results and expectations discussed. Risks and uncertaintiesFactors that couldmight cause our actual results to vary materially include without limitation the following:

Ÿ
The sensitivity of the results of our operations to prevailing steel prices and the price of steel scrap and other raw materials;
Ÿ
The cyclical nature of the domestic steel industry;
Ÿ
Intense competition, including from imports and substitute materials;
Ÿ
Excess world capacity for steel production;
Ÿ
Adjustments, repeal or lapse of existing U.S. tariffs on imported steel and adverse outcomes of pending and future trade cases alleging unlawful practices in connection with the importing of steel into the U.S.;
Ÿ
High energy costs associated with the production of steel products;
Ÿ
Capital investments and their impact on our capabilities;
Ÿ
Our safety performance;
Ÿ
Uncertainties regarding the cost of our compliance with future environmental laws and regulations; and
Ÿ
Other factors described in this prospectus or the documents we file with the SEC and incorporate by reference into this prospectus.
For some of the additional information that could cause actual results to varydiffer materially from those describedanticipated in forward-looking statements include, but are not limited to: (i) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (ii) U.S. and foreign trade policies affecting steel imports or exports; (iii) 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; (iv) 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; (v) critical equipment failures and business interruptions; (vi) 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; (vii) impairment in the recorded value of inventory, equity investments, fixed assets, goodwill or other long-lived assets; (viii) uncertainties surrounding the global economy, including excess world capacity for steel production; (ix) fluctuations in currency conversion rates; (x) 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, 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; (xi) the cyclical nature of the steel industry; (xii) capital investments and their impact on our performance; (xiii) our safety performance; and (xiv) the impact of the COVID-19 pandemic and any variants of the virus.

Additional information regarding the risks and uncertainties which may affect our business operations and financial performance can be found in our filings with the SEC. Caution should be taken not to place undue reliance on the forward-looking statements you should referincluded in this prospectus. We undertake no obligation to thepublicly update or revise any forward-looking statements, whether as a result of new information, containedfuture events or otherwise, except as required by applicable law.

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PROSPECTUS SUMMARY

This summary highlights selected information included in “Risk Factors” and the filings made by us with the SEC that areor incorporated by reference into this prospectus. The section entitled “Where You Can Find More Information” describes how to obtain these filings and information.

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PROSPECTUS SUMMARY
Thisfollowing summary highlights selected information about us, our industry and the new notes. This summary is not complete and maydoes not contain all of the information that you should consider before deciding whether to participate in the exchange offer and is important to you.qualified in its entirety by the more detailed information appearing elsewhere in this prospectus and the financial statements and the documents incorporated by reference herein. You should carefully read this entire prospectus, carefully, including the “Risk Factors”, section beginning on page 11 and the documents that we have filed with the SEC andrisk factors incorporated by reference into this prospectus.
Our Company
We are the largest steel producerherein, before deciding whether to participate in the United States. Additionally, weexchange offer. See “Where You Can Find More Information.”

Our Business

Nucor and its affiliates 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, the Company also processes ferrous and nonferrous metals and brokers ferrous and nonferrous metals, pig iron, hot briquetted iron 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 nation’sCompany and others. Nucor is North America’s largest recycler, using scrap steel scrap as the primary raw material in producing oursteel and steel products. We had sales of over $4.1 billion

Our common stock is listed and recycled over 10 million tons of scrap steel in 2001. We produce and sell steel intraded on the following forms:

Ÿ
steel bars, beams, sheets and plates,
Ÿ
steel joists and joist girders,
Ÿ
steel deck,
Ÿ
cold-finished (or rolled) steel,
Ÿ
steel fasteners,
Ÿ
metal building systems, and
Ÿ
light gauge steel framing.
We manufacture our steel principally from steel scrap, utilizing electric arc furnaces, continuous casting and automated rolling mills. We process some of our manufactured steel to produce cold-rolled or cold-finished steel, steel joists and joist girders, and steel fasteners. We further process our cold-rolled steel to produce steel deck.
Our products are primarily carbon steel, which is steel containing iron, carbon and other alloys. A variety of alloys are used to achieve distinct properties to meet specific applications.
In 2001, approximately 90% of our hot- and cold-rolled steel production was sold to non-affiliated customers inNew York Stock Exchange under the United States; the remainder was used by us in the manufacture of other steel products as described above. We market our steel products in the United States principally through our in-house sales force. We believe the primary competitive factors in selling steel products are price and service. We face considerable competition from numerous domestic manufacturers and foreign imports, often at prices that we believe involve “dumping” in the case of foreign imports.
We have operations in 14 states and as of December 15, 2002 had approximately 10,000 employees. None of our employees are represented by labor unions.
We were incorporated in Delaware in 1958 and maintain oursymbol “NUE.”

Corporate Information

Our principal executive offices are located at 21001915 Rexford Road, Charlotte, North Carolina 28211, and our telephone number at that location is (704) 366-7000.


Recent Developments
Birmingham Steel Corporation
On December 9, 2002, we completed our acquisition of substantially all of Birmingham Steel Corporation’s assets for approximately $615 million in cash.

The assets purchased include four operating mills and approximately $120 million of accounts receivable and inventory. As required by the acquisition agreement, Birmingham Steel filed for Chapter 11 bankruptcy pursuant to a pre-arranged plan, which was agreed to by us, Birmingham Steel and its secured creditors. The United States Bankruptcy Court in Delaware confirmed the plan of reorganization and approved the acquisition. The Anti-Trust Division of the United States Department of Justice granted early termination of the Hart-Scott-Rodino waiting period, allowing the transaction to proceed under the antitrust laws.

Recent Financing
On October 4, 2002, we entered into a new revolving unsecured credit facility that provides for up to $425 million in revolving loans. This credit facility consists of (i) a $125 million 364-day revolver with an option to permit us to convert amounts outstanding under this facility to a one-year term loan, and (ii) a $300 million five-year multi-currency revolver, a portion of which is available for the issuance of letters of credit and foreign currency borrowings. Borrowings under this credit facility will bear interest at LIBOR plus an applicable spread to be determined by reference to our senior unsecured debt ratings by Standard & Poor’s Ratings Services and Moody’s Investors Service. This credit facility subjects us to customary financial and other covenants. We currently have no borrowings under this new credit facility.
Our new senior credit facility replaced our old credit facilities that provided for up to $248 million in revolving loans, which were scheduled to expire from 2003 through 2007. We had no amounts outstanding under those old credit facilities.
Outlook
On October 17, 2002, in response to questions posed on our live internet conference call relating to our third quarter earnings release (the transcript of which was subsequently posted on our website), we stated, based on preliminary information, that our fourth quarter earnings could be between $0.45 to $0.50 per share. We currently expect to make our customary fourth quarter earnings announcement based on more complete, updated information on or about February 6, 2003.

This Exchange Offer

BackgroundWe
Securities to be ExchangedIn December 2020, we issued the old notes$439,312,000 aggregate principal amount of 2.979% Notes due 2055 (CUSIP Nos. 670346 AT2 and U66980 AC4 / ISIN Nos. US670346AT26 and USU66980AC46) (“Existing Notes”) in a private offering on October 1, 2002transactions that waswere exempt from, or not subject to, the SEC’s registration requirements.requirements under the Securities Act. In connection with that private offering, wethe issuance of the Existing Notes, the Company entered into an exchange anda registration rights agreement in which we(the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to, among other things, to deliver this prospectus to you and to completeconsummate an exchange offer for the old notes.
GeneralWe are offering to exchange the new notesExisting Notes for a like principal amountnew issue of old notes. Old notes may be tendered, and new notes will be issued, only in integral multiples of $1,000 principal amount. Currently, there are $350 million in principal amount of 4.875% notes due 2012 outstanding. You are entitled under the exchange and registration rights agreement to exchange your old notes for registered notes with substantially identical terms. The exchange offer is intended to satisfy these rights. The terms of the new notes aresubstantially identical in all material respects to the terms of the old notesExisting Notes registered under the Securities Act within 365 days of the first issuance of the Existing Notes. As of the date of this prospectus, all $439,312,000 aggregate principal amount of Existing Notes are outstanding.
The Exchange Offer

We are offering to exchange all of our outstanding Existing Notes for a like principal amount of our 2.979% Notes due 2055 that will be registered under the Securities Act (“New Notes”). The terms of the New Notes are substantially identical in all material respects to the terms of the Existing Notes, except that the new notes areNew Notes will be registered under the Securities Act, and, generallytherefore, will be freely tradable and will not contain restrictions on transfer, registration rights or provisions for the payment of additional interest. The Existing Notes are governed by, and were issued pursuant to, the terms of an indenture, dated as of August 19, 2014, as amended or supplemented by a first supplemental indenture, dated as of April 26, 2018, a second supplemental indenture, dated as of May 22, 2020, and a third supplemental indenture, dated as of December 7, 2020, in each case, between the Company and U.S. Bank National Association, as trustee (the “Trustee”) (together, the “Indenture”). The New Notes will be governed by the terms of the Indenture and, together with any Existing Notes outstanding after the completion of the exchange offer, will constitute a single series of debt securities under the Indenture.

The Existing Notes may be tendered only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. We will issue New Notes in exchange for all Existing Notes that are validly tendered and not withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be effected promptly after the Expiration Date.


Resales of New Notes Without Further Registration; Prospectus Delivery

Based on Commission staff interpretations given to other, unrelated issuers in other exchange offers, we believe that holders of the New Notes who are not subject tobroker-dealers can offer for resale, resell and otherwise transfer restrictions orthe New Notes without complying with the registration rights.

The exchange and registration rights agreement requires us to file a registration statement for a continuous offering in accordance with Rule 415 under the Securities Act for your benefit if, under applicable law, you would not receive freely tradeable registered notesand prospectus delivery requirements of the Securities Act, if:

•   the holders acquire the New Notes in the exchange offer you are ineligible to participate in the exchange offer, or in other specified circumstances.

Resale of new notesWe believe that you can resell and transfer your new notes without registering them under the Securities Act and delivering a prospectus if:
Ÿ
you are acquiring the new notes in the ordinary course of your business for investment purposes;
Ÿ
youtheir business;

•   the holders are not engaged in, do not intend to engage in, are not participating in, and have no arrangement or understanding with anyoneany person to participate in a distribution of(within the new notes (as defined inmeaning of the Securities Act); and

Ÿ
you of the New Notes issued to them in the exchange offer;

•   the holders are not an affiliate of Nucor as“affiliates” (as defined in Rule 405 under the Securities Act.

Our belief is based on interpretations expressed in someAct) of Nucor; and

•   the holders are not broker-dealers tendering Existing Notes acquired directly from us for their own accounts.

By tendering your Existing Notes, you are representing to us that you satisfy each of these conditions. See “—Procedures for Tendering Existing Notes.” If you do not satisfy any of these conditions, you cannot rely on the position of the Commission staff set forth in the no-action letters referred to below and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of your New Notes. We will not seek a Commission staff interpretation in connection with the exchange offer and cannot assure you that the Commission staff would make a similar interpretation with respect to the SEC’s no-action letters to other issuers in similar exchange offers. However, we cannot guarantee that the SEC would make a similar decision about this exchange offer. If our belief is wrong, or if you cannot truthfully make the necessary representations, and you transfer any new note received in this exchange offer without meeting the registration and prospectus delivery requirements of

the Securities Act or without an exemption from these requirements, then you could incur liability under the Securities Act. We aredo not indemnifyingand will not assume, or indemnify you foragainst, any Securities Act liability that you may incur underincur.

Restrictions on Resales by Broker-DealersUnder the Securities Act.

If you are a broker-dealer that will receive new notes for your own account in exchange for old notes that you acquired as a result of your market-making or other trading activities, you will be requiredAct, each broker-dealer that receives New Notes for its own account pursuant to acknowledge in the letter of transmittal that you will deliver a prospectus in connection with any resale of the new notes. By so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. A broker-dealer may use this prospectus for an offer to resell or otherwise transfer the new notes. We have agreed that, for a period of up to 180 days after the completion of this exchange offer, we will make this prospectus and any amendment or supplement to this prospectus available to any broker-dealer for use in connection with any resale.
Consequences of failure to exchangeOld notes that are not tendered in the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of such New Notes. We have agreed that, for a period of 180 days after the last Exchange Date, we will make this prospectus, as amended or that are not acceptedsupplemented, available to any broker-dealer for exchange will continue to bear legends restricting their transfer. You will not be able to offer or sell the old notes unless:use in connection with any such resale.

Expiration Date; Extension of Tender Period; Termination; and Amendment

  
Ÿ
each offer or sale is made pursuant to an exemption from the requirements of the Securities Act; or
Ÿ
the old notes are registered under the Securities Act.
After the exchange offer is completed, we will no longer have an obligation to register the old notes except in some limited circumstances. See “Risk Factors—Risks Related to the Notes and the Exchange Offer—If you fail to properly exchange your old notes for new notes, you will continue to hold notes subject to transfer restrictions, and the liquidity of the trading market for any untendered old notes may be substantially limited”.
Expiration DateThis

The exchange offer will expire at 5:00 p.m., New York City time, on                 , 20032021 (the “Expiration Date”), unless we extend it.extended at our option, in which case the term “Expiration Date” will mean the latest date to which the exchange offer is extended. You must tender your outstanding Existing Notes prior to this time if you want to participate in the exchange offer. We may terminate the exchange offer in the event of circumstances described beginning on page 13 under the heading “The Exchange Offer.” We have the right to amend any of the terms of the exchange offer subject to our obligations under the Registration Rights Agreement and applicable law.

Conditions to the Exchange OfferThe Registration Rights Agreement does not require us to accept Existing Notes for exchange if (i) the exchange offer would violate any applicable law, regulation or interpretation by the staff of the Commission or (ii) any action or proceeding has been instituted or threatened in any court or by or before any governmental agency relating to the exchange offer which, in our judgment, could reasonably be expected to impair our ability to proceed with the exchange offer. The exchange offer is not conditioned on a minimum aggregate principal amount of Existing Notes being tendered by the holders of the Existing Notes. Please read the section of this prospectus entitled “The Exchange Offer—Conditions” for more information about the conditions to the exchange offer.
Procedures for Tendering Existing Notes

A holder who wishes to tender Existing Notes in the exchange offer must do either of the following prior to 5:00 p.m., New York City time, on the Expiration Date:

•   if the Existing Notes are tendered under the book-entry transfer procedures described under “The Exchange Offer—Book-Entry Transfers; Tender of Existing Notes Using DTC’s ATOP,” must transmit to the Exchange Agent (as defined in this prospectus) an agent’s message using The Depository Trust Company’s (“DTC”) Automated Tender Offer Program (“ATOP”); or

•   if the holder does not elect to transmit an agent’s message through DTC’s ATOP, the holder must properly complete, sign and date the letter of transmittal, including all other documents required by the letter of transmittal; have the signature on the letter of transmittal


guaranteed if the letter of transmittal so requires; and mail or deliver the letter of transmittal and other required documents to the Exchange Agent at the address listed on the back cover page of this prospectus.

In addition, prior to 5:00 p.m., New York City time, on the Expiration Date, the Exchange Agent must receive a timely confirmation of book-entry transfer of the Existing Notes into the Exchange Agent’s account at DTC under the procedures for book-entry transfers described in this prospectus, along with either an agent’s message transmitted through ATOP or a properly completed, signed and dated letter of transmittal, or manually signed facsimile thereof, together with any signature guarantees and other documents required by the instructions in the letter of transmittal, and any other required documentation.

By tendering, you will represent to us that, among other things:

•   any New Notes to be received by you in the exchange offer will be acquired in the ordinary course of your business;

•   at the time of the commencement of the exchange offer, you are not participating, and have no arrangement or understanding with any person to participate, in a distribution (within the meaning of the Securities Act) of the New Notes in violation of the provisions of the Securities Act;

•   you are not an “affiliate” (as defined in Rule 405 under the Securities Act) of Nucor;

•   if you are not a broker-dealer, that you are not engaged in, and do not currently intend to extendengage in, a distribution of the expiration date.New Notes; and

•   if you are a broker-dealer that will receive New Notes for your own account in exchange for Existing Notes that were acquired as a result of market-making activities or other trading activities, then you will deliver, or, to the extent permitted by applicable law, make available to purchasers, a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes.


Withdrawal

Do not send letters of tenderstransmittal to us, the Trustee or DTC. Send these documents only to the Exchange Agent. For more information on tendering your Existing Notes, please refer to the sections in this prospectus entitled “The Exchange Offer—Terms of the Exchange Offer,” “The Exchange Offer—Procedures for Tendering Existing Notes” and “Description of the New Notes—Book-Entry System, Delivery and Form.”

You
Special Procedures for Beneficial OwnersIf you own a beneficial interest in Existing Notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your interest in the Existing Notes in the exchange offer, you should contact the registered holder as soon as possible and instruct the registered holder to tender on your behalf and to comply with the procedures for tendering Existing Notes described in this prospectus and in the related letter of transmittal.

Guaranteed Delivery Procedures for Tendering Existing Notes

None.
WithdrawalYour tender of Existing Notes pursuant to the exchange offer may withdraw the surrender of your old notesbe withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.
Conditions to this exchange offerThis exchange offer is subject to customary conditions, which weExpiration Date. Withdrawals may assert or waive. See “This Exchange Offer—Conditions to this Exchange Offer”.
Procedures for tenderingnot be rescinded. If after withdrawal you wish to accept this exchange offer and your old notes are held by a custodial entity such as a bank, broker, dealer, trust company or other nominee, you must instruct the custodial entity

decide to tender your old notes on your behalfExisting Notes pursuant to the exchange offer, you may tender your Existing Notes again by following the exchange offer procedures prior to 5:00 p.m., New York City time, on the Expiration Date.
Delivery of New NotesWe will deliver New Notes by book-entry transfer promptly after the Expiration Date. If we do not accept any of your outstanding Existing Notes for exchange, the Exchange Agent will return them to you promptly after the expiration or termination of the custodial entity. If your old notes are registered in your name, you must complete, signexchange offer without any expense to you.
Fees and date the accompanying letter of transmittal, or a facsimile of the letter of transmittal, according to the instructions contained in this prospectus and the letter of transmittal. You then must mail or otherwise deliver the letter of transmittal, or a facsimile of the letter of transmittal, together with the old notes and any other required documents,ExpensesWe will bear expenses related to the exchange agent atoffer. Please refer to the address set forth onsection of this prospectus entitled “The Exchange Offer—Fees and Expenses.”
Use of ProceedsWe will not receive any proceeds from the cover pageissuance of the letterNew Notes in the exchange offer. See “Use of transmittal. The blue letterProceeds.”


Material U.S. Federal Income Tax ConsequencesAn exchange of transmittal should be usedExisting Notes for New Notes pursuant to tender old notes.
The old notes were issued as global securities in fully registered form without coupons. Beneficial interests in the old notes which are held by direct or indirect participants in The Depository Trust Company, or DTC, through certificateless depositary interests are shown on, and transfers of the old notes can be made only through, records maintained in book-entry form by DTC with respect to its participants.
Custodial entities that are participants in DTC must tender old notes through DTC’s Automated Tender Offer Program, or ATOP. ATOP enables a custodial entity, and the beneficial owner on whose behalf the custodial entity is acting, to electronically agree to be bound by the letter of transmittal. A letter of transmittal need not accompany tenders effected through ATOP. By tendering your old notes in either of these manners, you will make and agree to the representations that appear under “This Exchange Offer—Purpose and Effect of this Exchange Offer”. For a more complete description of the procedures for tendering in the exchange offer, you should refer to the section later in this document entitled “This Exchange Offer—Procedures for Tendering”.
ClosingThe new notes will be issued in exchange for corresponding old notes in this exchange offer if consummated, on the first business day following the expiration date of this exchange offer or as soon as practicable after that date.
TaxationThe exchange of old notes for new notes in this exchange offer shouldwill not be treated as a taxable exchange or other taxable event for U.S. federal income tax purposes. Accordingly, there will be no U.S. federal income tax consequences to holders who exchange their Existing Notes for New Notes in connection with the exchange offer and any such holder will have the same adjusted tax basis and holding period in the New Notes as it had in the Existing Notes immediately before the exchange. See “Material United StatesU.S. Federal Income Tax Considerations”.Consequences.”
Exchange agentAgent and Information AgentThe Bank of New YorkD.F. King & Co., Inc. is serving as the exchange agent for this(the “Exchange Agent”) and the information agent (the “Information Agent”) in connection with the exchange offer. The address and telephone numbernumbers of D.F. King & Co., Inc. are listed on the back cover page of this prospectus.
Legal Requirements to Exchange OfferThere are no federal or state regulatory requirements that must be complied with in connection with the exchange offer, other than registration under the Securities Act of the New Notes.
Legal LimitationWe are not making an offer to sell, nor are we soliciting an offer to buy, securities in any jurisdiction in which the offer or sale is not permitted.
Further InformationQuestions or requests for assistance related to the exchange offer and tender procedures and requests for additional copies of this prospectus and the related letter of transmittal should be directed to the Exchange Agent and the Information Agent. Any questions concerning the terms of the exchange agent areoffer or the New Notes should be directed to the Exchange Agent and the Information Agent. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange offer. The contact information for the Exchange Agent and the Information Agent is set forth underon the caption “This Exchange Offer—Exchange Agent”.back cover page of this prospectus.

The

Summary of the New Notes

The following is a brief summary of the principal terms of the New Notes. Certain of the terms and notconditions described below are subject to important limitations and exceptions. For a more complete description of the new notes. See “Description of Notes” for further information regarding the terms of the new notes. The new notes have substantiallyNew Notes, see “Description of the same financial terms and covenants as the old notes, which are as follows:

New Notes” beginning on page 23.

IssuerNucor Corporation
Notes Offered$350 million aggregate principal amount of 4.875% notes due 2012.
RatingsOur senior debt is rated A1 by Moody’s Investors Service, Inc. and A+ by Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies. Although they are not required to do so, we expect these rating agencies will continue to monitor our creditworthiness, and will make future adjustments to our ratings when they feel it is necessary. A rating reflects only the view of a rating agency at the time the rating is issued. It is not a recommendation to buy, sell or hold our debt securities, including the notes. Any rating can be revised upward or downward, suspended or withdrawn at any time by a rating agency if it decides the circumstances warrant such a change.
Maturity DateOctober 1, 2012.December 15, 2055
Interest Rate2.979% per annum
Interest Payment DatesInterest on the new notesNew Notes will accrue at the rate of 4.875% from the most recent date to which interest on the old notes has been paid or, if no interest has been paid, from the issue date of the old notes. We will pay interestExisting Notes was most recently paid. Interest on the new notesNew Notes will be payable semi-annually in arrears on April 1June 15 and October 1December 15 of each year beginningto the holders of record on Aprilthe immediately preceding June 1 2003. Holders whose old notes have been accepted for exchangeand December 1, respectively. Interest on the New Notes will be deemed to have waived the right to receive any interest accruedcomputed on the old notes.basis of a 360-day year comprised of twelve 30-day months.
RankingThe new notesNew Notes will be our senior unsecured obligations and will rank equally with our otherexisting and future senior unsecured debt and seniorindebtedness, including any Existing Notes not tendered in the exchange offer. The New Notes will be effectively subordinated to any of our subordinated debt outstanding from time to time. The new notes will rank junior to existing and future secured indebtedness incurred by usto the extent of the value of the assets securing such indebtedness and will be structurally subordinated to anyall existing and future indebtedness incurred by and to some of the liabilities of our subsidiaries. See “Description of the New Notes—Ranking.”
As of September 28, 2002, after giving pro forma effect to the initial sale of the old notes as if it had been completed on September 28, 2002, we would have had approximately $895 million of total consolidated debt and a percentage of long-term debt to total capital (which includes our long-term debt, minority interests and stockholders’ equity) of approximately 26%. That amount includes approximately $370 million aggregate principal amount of secured indebtedness under industrial revenue and similar bonds that will be senior to the new notes. As of September 28, 2002, our subsidiaries had no indebtedness, other than the $86 million of

Optional Redemption of the New Notes  indebtedness assumed by Nucor Steel Decatur, LLC in connection with our acquisition in July 2002 of substantially allAt any time prior to June 15, 2055 (six months prior to the maturity date of the assets of Trico Steel Company, LLC, which amount is includedNew Notes), the New Notes will be redeemable, in the $370 million of secured indebtedness under industrial revenue and other similar bonds notedwhole or in the preceding sentence. On October 4, 2002, we entered into a $425 million unsecured revolving credit facility, which replaced our old credit facilities that provided for up to $248 million in revolving loans.

Redemption by NucorWe may redeem all or a portion of the new notespart, at any time andor from time to time, at our option, at a redemption price equal to the greater of:
Ÿ
(i) 100% of the principal amount of the new notes;New Notes to be redeemed; or
Ÿ
The (ii) the sum of the present valuevalues of the remainingRemaining Scheduled Payments (as defined in “Description of the New Notes—Optional Redemption”) on such New Notes being redeemed that would be due if the New Notes to be redeemed matured on the Par Call Date (as defined in “Description of the New Notes—Optional Redemption”), discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate (as defined in “Description of the New Notes—Optional Redemption”), plus, in each case, accrued and unpaid interest thereon, to, but excluding, the redemption date.

On or after June 15, 2055 (six months prior to the maturity date of the New Notes), the New Notes will be redeemable, in whole or in part, at any time or from time to time, at our option, at 100% of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest thereon, to, but excluding, the redemption date. See “Description of the New Notes—Optional Redemption.”

Repurchase at the Option of the Holders Upon a Change of Control Triggering Event

If a Change of Control Triggering Event (as defined in “Description of the New Notes—Change of Control Offer to Purchase”) occurs, you will have the right to require us to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of your New Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, on such New Notes, to, but excluding, the purchase date (unless a notice of redemption has been delivered within 30 days after such Change of Control Triggering Event stating that all of the New Notes will be redeemed as described under “Description of the New Notes—Optional Redemption”). See “Description of the New Notes—Change of Control Offer to Purchase.”

CovenantsThe Indenture contains covenants that, among other things, limit our ability and the ability of our Restricted Subsidiaries (as defined in “Description of the New Notes—Covenants Applicable to the New Notes”) to secure indebtedness with a security interest on the new notes being redeemed, plus a make-whole premium,
in each case plus accrued and unpaid interest to the redemption date.
Restrictive CovenantsThe indenture governing the new notes will restrict our abilitycertain property or stock or to create liens, enter intoengage in certain sale and leaseback transactions with respect to certain properties. See “Description of the New Notes—Covenants Applicable to the New Notes.”
Form and merge, consolidate or sell all or substantially allDenominationThe New Notes will be issued in fully registered book-entry form and in minimum denominations of our assets.$2,000 and integral multiples of $1,000 in excess thereof.
These covenants are subject to important exceptions and qualifications, which are described below under “Description of Notes”.
Use
Governing LawThe Indenture and the New Notes will be governed by and construed in accordance with the laws of Proceedsthe State of New York.
We
TrusteeU.S. Bank National Association
Absence of Established Market for the New NotesThe New Notes will be a new issue of securities for which there will not receiveinitially be an established trading market. We do not intend to apply for the listing of the New Notes on any proceeds fromsecurities exchange or for the quotation of the New Notes on any automated dealer quotation system. Accordingly, there can be no assurance as to the development or liquidity of any market for the New Notes.

Risk FactorsYou should carefully consider the information set forth in the section of this prospectus entitled “Risk Factors” as well as the other information included in or incorporated by reference into this prospectus before deciding whether to participate in the exchange offer.

Issuance of Additional DebtWe may from time to time, without notice to or the consent of the holders of notes, issue additional amounts of the new notes and create and issue new series of notes ranking equally and ratably with the new notes. Those additional notes may be issued under the indenture relating to the new notes offered by this prospectus, and may vote with the new notes offered hereby on matters affecting all noteholders.
You

RISK FACTORS

Participating in the exchange offer involves a high degree of risk. Before making a decision as to whether to participate in the exchange offer, you should read the section entitled “Risk Factors”, as well as other cautionary statements throughout this prospectus, to ensure you understandcarefully consider the risks associated with tendering your old notes in this exchange offerdiscussed below and receiving new notes.

SUMMARY FINANCIAL DATA
We have derived the following summary historical consolidated financial data included in the table below for, and asall of the end of, each of the fiscal years in the five-year period ended December 31, 2001 from our audited consolidated financial statements. We have derived the historical financial data as of and for the nine months ended September 29, 2001 and September 28, 2002 from our unaudited condensed consolidated financial statements. The other data have been derived from our audited and unaudited condensed consolidated financial statements and internal records, as applicable, for the respective dates and periods indicated. You should read the following information in conjunction with our consolidated financial statements along with the notes thereto, which are included elsewhere in this prospectus, and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
         
For the Nine Months Ended

 
  
Year Ended December 31,

  
September 29,
2001

  
September 28, 2002

 
  
1997

  
1998

  
1999

  
2000

  
2001

   
  
(In thousands, except ratios and per ton amounts)
 
Income Statement Data(1):
                            
Net sales $4,184,498  $4,151,232  $4,009,346  $4,586,146  $4,139,249  $3,159,680  $3,335,483 
  


 


 


 


 


 


 


Costs, expenses and other:                            
Cost of products sold  3,488,424   3,500,142   3,394,696   3,774,017   3,717,234   2,828,002   2,982,440 
Marketing, administrative and other expenses  145,410   147,973   154,773   183,176   138,560   121,795   126,154 
Interest expense (income), net  (35)  (3,832)  (5,095)  (816)  6,525   4,378   8,576 
Minority interests  90,517   91,641   85,783   151,461   103,069   72,510   66,224 
Other income  —     —     —     —     —     —     (29,900)(2)
  


 


 


 


 


 


 


   3,724,316   3,735,924   3,630,157   4,107,838   3,965,388   3,026,685   3,153,494 
  


 


 


 


 


 


 


Earnings before federal income taxes  460,182   415,308   379,189   478,308   173,861(3)  132,995   181,989 
Federal income taxes  165,700   151,600   134,600   167,400   60,900   46,500   62,800 
  


 


 


 


 


 


 


Net earnings $294,482  $263,708  $244,589  $310,908  $112,961  $86,495  $119,189 
  


 


 


 


 


 


 


Balance Sheet Data:
                            
Cash and short-term investments $283,381  $308,696  $572,185  $490,576  $462,349  $471,141  $523,007 
Total assets $2,984,383  $3,215,626  $3,718,928  $3,710,868  $3,759,348  $3,811,878  $4,020,489 
Long-term debt due within one year $250  $ —    $—    $—    $—    $—    $—   
Long-term debt due after one year $167,950  $215,450  $390,450  $460,450  $460,450  $460,450  $544,550 
Stockholders’ equity $1,876,426  $2,072,552  $2,262,248  $2,130,952  $2,201,460  $2,186,205  $2,292,841 
Other Data:
                            
Depreciation $218,764  $264,039  $256,637  $259,365  $289,063  $219,621  $228,186 
Capital expenditures $306,749  $502,910  $374,718  $415,405  $261,146  $194,822  $141,767 
Cash flows provided by operating activities $577,326  $641,899  $604,834  $820,755  $495,115  $413,597  $412,223 
Cash flows used in investing activities $(305,979) $(499,985) $(374,276) $(410,276) $(360,400) $(294,078) $(178,286)
Cash flows provided by (used in) financing activities $(92,367) $(116,599) $32,930  $(492,087) $(162,944) $(138,954) $(173,279)
EBITDA (4) $702,838  $699,263  $644,177  $753,767  $474,957  $358,432  $416,924 
EBITDA interest coverage (4)(5)  76x   70x   31x   34x   22x   21x   28x 
Total debt to capital (6)  7.2%  8.4%  13.4%  15.9%  15.6%  15.8%  17.9%
Total debt to EBITDA (4)(7)  .2x   .3x   .6x   .6x   1x   N/A   N/A 
Operating Data:
                            
Tons sold to outside customers  9,786   9,612   10,176   11,189   12,237   9,273   9,947 
Composite sales price per ton (8) $428  $432  $394  $410  $338  $341  $335 

(1)Certain amounts for prior years have been reclassified to conform to the 2002 presentation.
(2)In the second quarter of 2002, we received $29.9 million related to a graphite electrodes anti-trust settlement.
(3)In November 2001, we sold Nucor Iron Carbide, Inc. in Trinidad, resulting in a pre-tax gain of $20.2 million, affecting primarily marketing, administrative and other expenses.

(4)“EBITDA” is defined as earnings before federal income taxes plus depreciation, interest expense (income), net and state income taxes. EBITDA does not represent, and should not be considered as, an alternative to net income or cash flows from operating activities, each as determined in accordance with generally accepted accounting principles in the United States (“GAAP”). Moreover, EBITDA does not necessarily indicate whether cash flow will be sufficient for items such as working capital, debt service or capital expenditures, or to react to changes in our industry or to the economy in general. We believe that EBITDA and ratios based on EBITDA are measures commonly used to evaluate a company’s performance and its performance relative to its financial obligations. Because EBITDA is not calculated by different companies in the same fashion, the EBITDA measures presented by us may not be comparable to similarly titled measures reported by other companies. Therefore, in evaluating EBITDA data, investors should consider, among other factors: the non-GAAP nature of EBITDA data; the GAAP financial statement amounts; actual cash flows and results of operations; the actual availability of funds for debt service, capital expenditures and working capital; and the comparability of our EBITDA data to similarly titled measures reported by other companies.

The following table sets forth the reconciliation from earnings before federal income taxes to EBITDA:
                      
For the Nine Months
Ended

 
   
Year Ended December 31,

  
September 29,
2001

  
September 28,
2002

 
   
1997

   
1998

   
1999

   
2000

   
2001

    
   
(in thousands)
 
Earnings before federal income taxes  $460,182   $415,308   $379,189   $478,308   $173,861  $132,995  $181,989 
Depreciation   218,764    264,039    256,637 ��  259,365    289,063   219,621   228,186 
Interest expense (income), net   (35)   (3,832)   (5,095)   (816)   6,525   4,378   8,576 
State income taxes (i)   23,927    23,748    13,446    16,910    5,508   1,438   (1,827)
   


  


  


  


  

  

  


EBITDA  $702,838   $699,263   $644,177   $753,767   $474,957  $358,432  $416,924 
   


  


  


  


  

  

  



(i)    For purposes of this table, state income taxes include certain state franchise taxes.
(5)EBITDA interest coverage is EBITDA divided by gross interest expense. This ratio should not be construed as an alternative to fixed charge coverage ratio as determined by applicable SEC regulations, as presented in “Ratio of Earnings to Fixed Charges”.
(6)Total debt to capital is debt divided by total capital. For this calculation, “total capital” consists of long-term debt due after one year, minority interests and stockholders’ equity. We believe that this ratio is commonly used to evaluate a company’s financial condition.
(7)Total debt to EBITDA is total debt divided by EBITDA. We believe this ratio is commonly used to evaluate a company’s ability to pay its debt.
(8)Composite sales price per ton is net sales divided by total tons sold to outside customers.

RISK FACTORS
Before you tender your old notes, you should consider the following risk factors, in addition to the other information presented in this prospectus and the documents incorporated by reference into this prospectus, including the matters discussed under the section entitled “Item 1A. Risk Factors” in this prospectus. Any ofour Annual Report on Form 10-K for the followingyear ended December 31, 2020. Additional risks could harmnot currently known to us or that we currently deem immaterial may also adversely affect our business and operations. If any of these risks were to occur, our business, financial condition, results and causeof operations, cash flows or prospects could be materially adversely affected. As a result, the valuetrading price of the notes toExisting Notes and the New Notes could decline, which in turnperhaps significantly, and you could cause you to lose all or part of your investment. The risks discussed below are not the only ones facingalso include forward-looking statements and our company. Additional risks not presently known to us or that we presently deem immaterial alsoactual results may harm our business and financial results.differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Risks Related to the Notes and the Exchange Offer

If you failFailure to properly exchange your old notes for new notes, you will continueExisting Notes may have adverse consequences to hold notes subject to transfer restrictions, and the liquidity of the trading market for any untendered old notes may be substantially limited.you.

We will only issue new notes in exchange for old notes that you timely and properly tender. You should allow sufficient time to ensure timely delivery of the old notes, and you should carefully follow the instructions on how to tender your old notes set forth under “This Exchange Offer—Procedures for Tendering” and in the letter of transmittal that accompanies this prospectus. Neither we nor the exchange agent are required to notify you of any defects or irregularities relating to your tender of old notes.

If you do not exchange your old notesExisting Notes for new notesNew Notes in thisthe exchange offer, the old notes you holdyour Existing Notes will continue to be subject to the existingrestrictions on transfer restrictions. described in the legend on your Existing Notes. Because we anticipate that most holders of Existing Notes will elect to exchange their Existing Notes, we expect that the liquidity of the market for any Existing Notes remaining after the completion of the exchange offer will be substantially limited. This reduction in liquidity may, in turn, reduce the market price, and increase the price volatility, of the Existing Notes. There is a risk that an active trading market in the unexchanged Existing Notes will not exist, develop or be maintained and we cannot give you any assurances regarding the prices at which the unexchanged Existing Notes may trade in the future.

In general, the Existing Notes may not be offered or sold unless they are registered under the Securities Act. However, you may not offer or sell the old notes exceptyour Existing Notes under an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities laws. We do not plan to registerAfter the old notes under the Securities Act. If you continue to hold any old notes after this exchange offer is completed, you will not be entitled to any exchange or registration rights with respect to your Existing Notes, except in limited circumstances. The exchange offer is not conditioned on a minimum aggregate principal amount of Existing Notes being tendered by the holders of the Existing Notes.

The exchange offer will expire at 5:00 p.m., New York City time, onthe Expiration Date, unless extended at our option. Issuance of the New Notes in exchange for the Existing Notes pursuant to the exchange offer will be made following the prior satisfaction, or waiver, of the conditions set forth in “The Exchange Offer—Conditions” and only after timely receipt by the Exchange Agent of Existing Notes as set forth in “The Exchange Offer—Procedures for Tendering Existing Notes.” Therefore, holders of Existing Notes desiring to tender their Existing Notes in exchange for New Notes should allow sufficient time to ensure timely delivery of all required documentation, if applicable. Neither we, the Exchange Agent, nor any other person is under any duty to give notification of defects or irregularities with respect to the tenders of Existing Notes for exchange. Existing Notes that may have trouble selling them becausebe tendered in the exchange offer, but which are not validly tendered or are validly tendered and timely withdrawn will remain outstanding following the consummation of the exchange offer.

Certain participants in the exchange offer must deliver a prospectus in connection with resales of the New Notes.

Based on certain no-action letters issued by the staff of the Commission to other, unrelated issuers in other exchange offers, we believe that you may offer for resale, resell or otherwise transfer the New Notes without complying with the registration and prospectus delivery requirements of the Securities Act. However, in some instances described in this prospectus under “Plan of Distribution,” you will remain obligated to comply with the

registration and prospectus delivery requirements of the Securities Act to transfer your New Notes. In these cases, if you transfer any New Notes issued to you in the exchange offer without delivering a prospectus meeting the requirements of the Securities Act or without qualifying for an exemption from the registration requirements of the Securities Act, you may incur liability under the Securities Act. We do not and will not assume, or indemnify you against, any Securities Act liability you may incur.

Risks Related to the New Notes

The New Notes will be structurally subordinated to all obligations of our subsidiaries.

The New Notes will not be guaranteed by our subsidiaries, and, therefore, they will be structurally subordinated to all existing and future indebtedness and liabilities of our subsidiaries. As of July 3, 2021, our subsidiaries had approximately $100.7 million aggregate principal amount of indebtedness, consisting of trade credit financing arrangements. Except as described under “Description of the New Notes—Covenants Applicable to the New Notes,” the Indenture does not limit any of our subsidiaries from incurring more indebtedness or issuing more securities and does not contain financial or similar restrictions on transfer.

In addition, we anticipate that mostany of our subsidiaries. Our rights and the rights of our creditors, including holders of old notes will electthe New Notes, to participate in thisany distribution of assets of any of our subsidiaries, upon the subsidiary’s liquidation or reorganization or otherwise, will be structurally subordinated to the claims of the subsidiary’s creditors, except to the extent that we or any of our creditors may be a creditor of that subsidiary. In the event of a bankruptcy, liquidation or dissolution of a subsidiary, following payment by the subsidiary of its liabilities, the subsidiary may not have sufficient assets to make payments to us.

Despite current indebtedness levels, we may still incur more debt. The incurrence of additional debt could further exacerbate the risks associated with our indebtedness.

Subject to certain limitations, the terms of the instruments governing our indebtedness and the indentures governing our debt securities permit, and the terms of the New Notes offered hereby will permit, us and our subsidiaries to incur additional debt. If new debt is added to our or any such subsidiary’s current debt levels, it may become more difficult for us to satisfy our obligations with respect to the New Notes and limit our ability to borrow additional amounts to fund working capital, capital expenditures and acquisitions and execute our growth strategy. We may also become more vulnerable to adverse changes in general economic and industry activity and in our business by limiting our flexibility in planning for, and making it more difficult for us to react quickly to, changing conditions. Further, in certain circumstances, we may not be able to refinance our debt on favorable terms, or at all.

The New Notes lack a developed trading market, and such a market may never develop. The trading price for the New Notes may be adversely affected by credit market conditions.

The New Notes will be a new issue of securities for which there will not initially be an established trading market. We do not intend to apply for the listing of the New Notes on any securities exchange offer.or for the quotation of the New Notes on any automated dealer quotation system. Consequently, we expectthere can be no assurance that an active trading market will develop for the liquidityNew Notes, nor any assurance regarding the ability of holders to sell their New Notes or the price at which such holders may be able to sell their New Notes. If a trading market were to develop, the New Notes could trade at prices that may be higher or lower than the initial offering price depending on many factors, including, among other things, prevailing interest rates, our financial results, any decline in our creditworthiness and the market for similar securities.

The trading market for the old notes after completion of this exchange offer mayNew Notes will be substantially limited.

affected by general credit market conditions, which in recent periods have been marked by significant volatility and price reductions, including for debt issued by investment-grade companies. If an active trading market does not develop for the new notes, youNew Notes is not developed or sustained, the market prices and liquidity of the New Notes may be unable to sell the new notes or to sell them at a price you deem sufficient.adversely affected.

The new notes will be new securities for which no established trading market currently exists. We do not intend to list the new notes on any securities exchange.
The liquidity of any market

THE EXCHANGE OFFER

Background and Reasons for the Exchange Offer

We issued the Existing Notes that are subject to the exchange offer in December 2020 in transactions that were exempt from, or not subject to, the registration requirements of the Securities Act. On December 7, 2020, simultaneously with the first issuance of the Existing Notes that are subject to the exchange offer, we entered into the Registration Rights Agreement with BofA Securities, Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC, 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., under which we agreed to offer to exchange the Existing Notes for a new issue of notes with terms substantially identical in all material respects to the terms of the Existing Notes registered under the Securities Act.

In particular, under the Registration Rights Agreement, we agreed, for the benefit of the holders of the Existing Notes, at our cost, to use our commercially reasonable efforts:

to cause to be filed with the Commission, and to become effective, a registration statement with respect to the exchange offer for the Existing Notes;

to consummate the exchange offer within 365 days after the first issuance of the Existing Notes; and

if requested by one or more Participating Broker-Dealers (as defined below), to keep the exchange offer registration statement effective until 180 days after the last date of acceptance for exchange (each, an “Exchange Date”) of the Existing Notes for use by such Participating Broker-Dealers.

The exchange offer being conducted with this prospectus, if consummated within the required time period, will depend upon various factors, including:

Ÿ
the number of holders of the new notes;
Ÿ
the interest of securities dealers in makingsatisfy our obligations under the Registration Rights Agreement, except in limited circumstances described elsewhere in this prospectus. This prospectus, together with the related letter of transmittal, is being sent to all beneficial holders of Existing Notes known to us.

Promptly after the registration statement of which this prospectus is a part has been declared effective by the Commission, we will offer the New Notes in exchange for surrender of the Existing Notes. We will keep the exchange offer open for a period of at least 20 business days (or longer if required by applicable law) from the date notice of the exchange offer is sent or made available to the holders of the Existing Notes. For each Existing Note validly tendered to us pursuant to the exchange offer and not withdrawn by the holder thereof prior to the Expiration Date, the holder of each Existing Note will receive a New Note having a market for the new notes;

Ÿ
the overall market for investment grade securities;
Ÿ
our financial performance and prospects; and
Ÿ
the prospects for companies in our industry generally.

Even if a trading market develops, the new notes may trade at higher or lower prices than their principal amount or purchase price, dependingequal to that of the tendered Existing Note. Interest on many factors, including:
Ÿ
prevailing interest rates;
Ÿ
the number of holders of the new notes;
Ÿ
the market for similar debt securities; and
Ÿ
our financial performance.
Finally, if a large numbereach New Note will accrue from the date interest on the Existing Notes was most recently paid.

Based on an interpretation of holdersthe Securities Act by the staff of old notes do not tender old notes or tender old notes improperly, only a limited amount of new notes would be outstanding afterthe Commission set forth in several no-action letters to other, unrelated issuers in other exchange offers, and subject to the immediately following sentence, we complete thisbelieve that the New Notes issued pursuant to the exchange offer which could adversely affect the development and viability of a market for the new notes.

Some holders who exchange old notes may be deemedoffered for resale, resold and otherwise transferred by holders thereof without further compliance with the registration and prospectus delivery provisions of the Securities Act. However, any purchaser of Existing Notes who is an “affiliate” (as defined in Rule 405 under the Securities Act) of Nucor, or who intends to be underwriters.
If you exchange old notesparticipate in thisthe exchange offer for the purpose of participating in a distributiondistributing the New Notes (i) will not be able to rely on the interpretation by the staff of the new notes, you mayCommission set forth in the no-action letters of the Commission’s staff, (ii) will not be deemedable to have received restricted securities. If so, you will be required totender Existing Notes in the exchange offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.
The amount and terms of our debt may limit our financial and operating flexibility.
As of September 28, 2002, after giving pro forma effect to the initial sale or transfer of the old notes as if it had been completed on September 28, 2002, we would have had approximately $895 millionExisting Notes, unless such sale or transfer is made pursuant to an exemption from such requirements.

Each holder of total consolidated debt and a percentage of long-term debtthe Existing Notes who wishes to total capital (which includes our long-term debt, minority interests and stockholders’ equity) of approximately 26%. That amount includes approximately $370 million aggregate principal amount of secured indebtedness under industrial revenue and similar bonds, including $86 million principal amount of industrial revenue bonds assumed by Nucor Steel Decatur, LLCexchange Existing Notes for New Notes in our Trico Steel acquisition. As of September 28, 2002, our subsidiaries had no indebtedness, other than that $86 million of assumed industrial revenue bond indebtedness. The notes will rank junior to any existing and future secured indebtedness incurred by us andthe exchange offer will be structurally subordinatedrequired to make certain representations, including that:

any future indebtedness incurredNew Notes to be received by and to somethe holder of Existing Notes in the exchange offer will be acquired in the ordinary course of the liabilitiesholder’s business;

at the time of our subsidiaries. The notes dothe commencement of the exchange offer, the holder is not limit ourparticipating, and has no arrangement or our subsidiaries’ abilityunderstanding with any person to incur unsecured debt. On October 4, 2002, we entered intoparticipate, in a new $425 million unsecured revolving credit facility, which replaced our old credit facilitiesdistribution (within the meaning of the Securities Act) of the New Notes in violation of the provisions of the Securities Act;

the holder is not an “affiliate” (as defined in Rule 405 under the Securities Act) of Nucor;

if the holder is not a broker-dealer, that provided for up to $248 millionit is not engaged in, revolving loans. We may incur additional debt in the future, including under that facility. Our debt could have several important effects on our future operations, including, among others:

Ÿ
an increased portion of our cash flow from operations will be dedicated to the payment of principal and interest on the debt and will not be available for other purposes;
Ÿ
covenants in existing debt arrangements and covenants relating to any debt we may incur in the future may require us to meet financial tests and impose restrictions that could limit our flexibility in planning for and reacting to changes in our business, including possible acquisition opportunities;
Ÿ
the terms of the notes will limit our ability to incur secured indebtedness, enter into sale and leaseback transactions and merge or otherwise consolidate with another entity;
Ÿ
our ability to obtain additional financing for working capital, capital expenditures, acquisitions, general corporate and other purposes may be limited; and
Ÿ
our vulnerability to adverse economic and industry conditions could increase as a result of potentially decreased cash flow available under those conditions to meet our debt servicing obligations.

An active trading market may not develop for the notes, and you may not be able to resell your notes.
There is currently no public market for the notes. We dodoes not intend to list the notes on any securities exchange or to arrange for the notes to be quoted on any trading market. The liquidityengage in, a distribution of the trading marketNew Notes; and

if the holder is a broker-dealer (a “Participating Broker-Dealer”) that will receive New Notes for its own account in the notes, and the market price quotedexchange for the notes, may be adversely affected by changes in the overall market for debt securities and by changes in our financial performance or in the prospects for companies in our industry generally. As a result, you cannot be certainExisting Notes that an active trading market for the notes will develop or be sustained. If an active trading market for the notes fails to develop or to be sustained, you may not be able to sell your notes at a particular time or at favorable prices.

Risks Related to Our Business
Our industry is cyclical and prolonged economic declines could have a material adverse effect on our business.
Demand for most of our products is cyclical and sensitive to general economic conditions. Our business supports cyclical industries such as the construction, energy, appliance and automotive industries. As a result, downturns in the United States economy or any of these industries could materially adversely affect our results of operations and cash flows. Because steel producers generally have high fixed costs, reduced volumes result in operating inefficiencies. Over the five-year period ended December 31, 2001, our annual net income has varied from a high of $311 million in 2000 to a low of $113 million in 2001. Future economic downturns or a prolonged stagnant economy could materially adversely affect our business, results of operations, financial condition and cash flows.
Imports of steel may negatively affect our business.
We believe that steel imports into the United States involve widespread dumping and subsidy abuses and that the remedies provided by United States law to private litigants are insufficient to correct these problems. Imports of steel involving dumping and subsidy abuses depress domestic price levels and have had an adverse effect upon our revenue and income. The trade remedies announced by President Bush on March 5, 2002, under Section 201 of the Trade Act of 1974, impose increased tariffs on imports of certain steel products and are intended to provide some protection against imports from certain countries. The duties were imposed for a three-year period and are to be progressively reduced as required by the World Trade Organization. The duties range from 30% ad valorem to 8% ad valorem in the first year; 24% to 7% in the second year; and 18% to 6% in the third year. There are products and countries not covered by these increased tariffs, and more exemptions may be made in the future. The Bush administration recently has exempted from the higher tariffs a total of 727 steel products, a majority of which are made by European Union and Japanese producers. It is not presently clear whether the trade remedies enacted by the Bush administration will provide a meaningful benefit to our company in the form of protection against steel imports from some countries at substantially reduced prices. In addition, the Bush administration has announced its intention to review the impact of the tariffs prior to their scheduled expiration, and the European Union and certain countries have indicated their intent to challenge these new tariffs before the World Trade Organization. The elimination or modification of the tariffsacquired as a result of this action, and the existing exemptions from, scheduled reductions in and expiration of the increased tariffs, if not replacedmarket-making activities or reinstated, could have a material adverse effect on our business.
Separately, the U.S. Commerce Department concluded that 20 countries were dumping cold-rolled steel in the U.S. market and referred the matter to the International Trade Commission to determine if this dumping had injured American steel producers. Recently, the International Trade Commission determined that the domestic steel industry has not been significantly injured by the alleged dumping of cold-rolled steel from producers in Japan, India, Australia, Sweden and Thailand and has declined to impose duties that could have significantly increased the price of imported cold-rolled steel. The International Trade Commission in

November ruled against United States steel producers when it determined that imports from numerous other countries had not materially injured the domestic steel industry. Although more of these dumping cases may undergo government review, since the implementation of the tariffs in March 2002, the International Trade Commission generally has ruled against the U.S. steel industry.
Overcapacity in the steel industry may negatively affect our business, results of operations and cash flows.
There is an increasing excess of global steel-making capacity over global consumption of steel products. This has caused our shipment and production levels to vary from year to year and quarter to quarter, affecting our business, results of operations and cash flows. Many factors can influence these results, including demand in the domestic market, international currency conversion rates and domestic and international government actions. To the extent global steel-making capacity continues to exceed global consumption, there may be continued downward pressure on steel prices, which could materially adversely affect our business, results of operations, financial condition and cash flows.
Energy resources and raw materials markets are subject to conditions that create uncertainty in the prices and availability of energy resources we rely upon.
Our steel mills consume large amounts of electricity and natural gas. Energy costs are among our largest operating expenses, second only to raw materials. 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, natural gas, oil and other energy resources are subject to volatile market conditions. These market conditions often are affected by political and economic factors beyond our control. Disruptions in the supply of our energy resources could temporarily impair our ability to manufacture our products for our customers. Increases in our energy costs could materially adversely affect our business, results of operations, financial condition and cash flows.
We rely to a substantial extent on outside vendors to supply us with raw materials that are critical to the manufacture of our products. We acquire our primary raw material, steel scrap, from numerous sources throughout the country. Purchase prices and availability of these critical raw materials are subject to volatility. At any given time, we may be unable to obtain an adequate supply of these critical raw materials on a timely basistrading activities, then such holder will deliver, or, on price and other terms acceptable to us.
If our suppliers increase the price of our critical raw materials, we may not have alternative sources of supply. In addition, to the extent that we have quoted pricespermitted by applicable law, make available to our customers and accepted customer orders for our products prior to purchasing necessary raw materials, we may be unable to raisepurchasers, a prospectus meeting the price of our products to cover all or partrequirements of the increased costSecurities Act in connection with any resale of such New Notes.

The Commission has taken the raw materials. If we are unableposition that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect 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, delay new product introductions and suffer harm to our reputation.

Difficultiesthe New Notes by using the prospectus contained in integrating the acquisition of the Birmingham Steel assets may result in our not achieving the anticipated benefits of the acquisition and could adversely affect our operating results.
Historically, we have not grown our business significantly through acquisitions. The acquisition of Birmingham Steel presents challenges that will be relatively new to us.effective exchange offer registration statement. We will face challenges in consolidating functions, procedures, operations and product lines in a timely and efficient manner and in retaining key personnel associated with the acquisition. The failure to successfully meet these challenges could adversely affect our operating results.

These challenges will result principally because of the following differences between us and Birmingham Steel:
Ÿ
we have a more decentralized organizational structure than did Birmingham Steel;
Ÿ
we maintain different operating systems and software on different computer hardware than did Birmingham Steel; and
Ÿ
we have different employment and compensation arrangements for employees than did Birmingham Steel.
The effort to integrate these operations will be complex and will require significant attention from our management, which may divert their attention from other important areas of our business.
We plan to continue to implement acquisition strategies that involve a number of inherent risks.
We plan to seek attractive opportunities to acquire businesses and enter into joint ventures and make other investments that are complementary to our existing strengths. Acquisitions, joint venturesallow Participating Broker-Dealers and other investments involve various inherent risks, such as assessing accurately the value, strengths, weaknesses, contingent and other liabilities and potential profitability of acquisition or other transaction candidates, the potential loss of key personnel of an acquired business, and unanticipated changes in business and economic conditions affecting an acquisition or other transaction. In addition, we may be unable to realize, or to do so withinpersons, if any, particular time frame, the cost reductions, cash flow increases or other synergies expected to result from our acquisitions, joint ventures and other investments. Realization of the anticipated benefits of acquisitions or joint ventures could take longer than expected, and implementation difficulties, market factors and deteriorations in domestic or global economic conditions could alter the anticipated benefits. Our business, results of operations, financial condition and cash flows could be materially and adversely affected if we fail or are unable to meet these challenges and risks associated with our making acquisitions, entering into joint ventures and making other investments.
Some of our competitors in and emerging from bankruptcy have lowered their operating costs, which could negatively affect our competitive position.
According to a recent report from the American Iron and Steel Institute, or AISI, since 1998 more than 30 domestic steel companies have sought protection under Chapter 11 of the United States Bankruptcy Code. Many of these companies have continued to operate. Some have reduced prices to maintain volumes and cash flows and obtained concessions from their labor unions and suppliers. In some cases, they have even expanded and modernized while in bankruptcy. Upon emergence from bankruptcy, these companies, or new entities that purchase their facilities through the bankruptcy process, may be relieved of certain environmental, retiree and other obligations. As a result, they may be able to operate with lower costs, a primary competitive factor in the steel industry, which could negatively affect our competitive position.
Competition from other materials may materially adversely affect our business.
In many applications, steel competes with other materials, such as aluminum, cement, composites, glass, plastic and wood. Increased use of these materials in substitution for steel products could materially adversely affect prices and demand for our steel products.

Environmental compliance and remediation could result in substantially increased costs and materially adversely impact our competitive position.
Our operations are subject to numerous federal, state and local laws and regulations relating to protection of the environment. These laws are evolving and becoming increasingly stringent. Compliance with these laws and regulations is an important part of our operations. At present, we are not aware of any new or proposed regulations that could substantially increase our currently projected operating requirements and costs. We have agreed to a comprehensive consent decree with the United States Environmental Protection Agency (referred to as the “EPA”) and certain states that relates to a broad array of alleged past environmental violations at eight of our steel manufacturing mills and six of our Vulcraft facilities. Under the terms of the consent decree, we are testing new air pollution control technology and are required to evaluate and improve, as appropriate, our water pollution control systems. We have further agreed, as part of the consent decree, to evaluate the affected steel mill sites for contamination and then remediate as necessary. To date, this process has not produced any findings that would likely result in unexpected significant remediation costs. We paid a $9 million penalty in July 2001 and have agreed to spend another $4 million in supplemental environmental projects under the consent decree. Our accrued environmental reserves at September 28, 2002, including those projected to comply with the consent decree, were $75.6 million. We believe our competitors are subject to similar environmental laws and regulations. The specific impact on each competitor may vary, however, depending upon a number of factors, includingprospectus delivery requirements to use the age and location of operating facilities, production processes (such as a mini-mill versus an integrated producer) andprospectus contained in the specific products and services it provides. To the extent that competitors, particularly foreign steel producers and manufacturers of competitive products, are not required to incur equivalent costs, our competitive position could be materially adversely impacted.
Our operations are subject to business interruptions and casualty losses.
The steel-making business is subject to numerous inherent risks, particularly unplanned events such as explosions, fires, other accidents, inclement weather and transportation interruptions. While our insurance coverage could offset losses relating to some of those types of events, our results of operations and cash flows could be adversely impacted to the extent any such losses are not covered by our insurance.
Our business requires substantial debt service, acquisition costs, capital investment and maintenance expenditures that we could have difficulty in meeting.
As of September 28, 2002, we would have approximately $895 million of long-term debt, consisting of approximately $545 million of debt existing as of September 28, 2002, and after giving pro forma effect to the initial sale of the old notes as if it had been completed on September 28, 2002. On that debt, we expect interest payments of between $40 million and $60 million annually, depending on interest rates applicable to our variable rate industrial revenue and similar bonds. We made a payment of approximately $615 millioneffective exchange offer registration statement in connection with our acquisitionthe resale of substantially all ofsuch New Notes, subject to limitations set forth in the assets and assumption of obligations under acquired contracts and under some environmental permits of Birmingham Steel, which occurred on December 9, 2002. We used some ofRegistration Rights Agreement.

If (i) for any reason the net proceeds of the offering of the old notes, along with working capital, to fund the Birmingham Steel acquisition.Our operations are capital intensive. For the five-year period ended December 31, 2001, our total capital expenditures were approximately $1.9 billion, and, including our Trico Steel acquisition, we plan capital expenditures of approximately $260 million in 2002. 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 to be financed by internally generated funds or from borrowings under our new $425 million unsecured revolving credit facility, we cannot assure you that this will be the case.

USE OF PROCEEDS
This exchange offer is intended to satisfy our obligations undernot completed within 365 days after the exchange and registration rights agreement we executed when we issued the old notes. We will not receive any cash proceeds from this exchange offer. In exchange for old notes that you tender pursuant to this exchange offer, you will receive new notes in like principal amount. Thefirst issuance of the new notes under thisExisting Notes or (ii) following such date the Company receives a written request (a “Shelf Request”) from certain parties, including any holder of Existing Notes that participates in the exchange offer will not result in any change in our outstanding debt.
We used some of the net proceeds from the initial sale of the old notes, along with working capital, to fund our acquisition of the assets of Birmingham Steel Corporation. We completed the Birmingham Steel acquisition on December 9, 2002. For additional information regarding this acquisition, see “Business—Strategic Acquisitions”.

CAPITALIZATION
The following table sets forth our cash and short-term investments and capitalization at September 28, 2002 on (i) a historical basis and (ii) a pro forma as adjusted basis to reflect the initial sale of the old notes and receipt of net proceeds of approximately $347 million after deducting the initial purchasers’ discount and offering expenses, as if that transaction had occurred on September 28, 2002. This table is presented on a consolidated basis and should be read in conjunction with our historical consolidated financial statements and related notes included elsewhere in this prospectus. See also “Use of Proceeds” and “Description of Material Indebtedness”.
   
September 28, 2002

 
   
Actual

   
Pro Forma
As Adjusted

 
   
(Unaudited)
 
Cash and short-term investments  $523,007,447   $870,007,447 
   


  


Long-term debt (including current maturities):          
Revolving credit facilities (1)   —      —   
Industrial revenue bonds, fixed rate, 5.75% to 8.00%, due from 2003 to 2023 (2)  $77,250,000   $77,250,000 
Industrial revenue bonds, 1.73% to 2.475%, variable, due from 2014 to 2033   292,300,000    292,300,000 
Notes, 6%, due in 2009   175,000,000    175,000,000 
Notes, 4.875%, due in 2012 (3)   —      350,000,000 
   


  


Total indebtedness   544,550,000    894,550,000 
   


  


Minority interests (4)   206,537,710    206,537,710 
   


  


Stockholders’ equity:          
Common stock   36,269,946    36,269,946 
Additional paid-in capital   97,382,265    97,382,265 
Retained earnings   2,613,544,755    2,613,544,755 
Treasury stock   (454,355,795)   (454,355,795)
   


  


    2,292,841,171    2,292,841,171 
   


  


Total capital  $3,043,928,881   $3,393,928,881 
   


  


Percentage of indebtedness to total capital   17.9%   26.4%
   


  



(1)On October 4, 2002, we entered into a new revolving credit facility that replaced our old $248 million credit facilities and provides for up to $425 million in unsecured revolving loans. As of the date of this prospectus, we have not drawn upon any of the credit available under our new credit facility.
(2)It is contemplated that, in early 2003, approximately $45 million aggregate principal amount of the fixed rate industrial revenue bonds will be redeemed and reissued in the form of new variable rate industrial
revenue bonds in like principal amount. In addition, $16 million of the aggregate principal amount included in this table under “Long-term debt (including current maturities)” was called for redemption in late November 2002, and as a result will be reflected as current debt for the period ending December 31, 2002. See the section below entitled “Description of Material Indebtedness—Industrial Revenue Bonds”.
(3)Does not include original issue discount on the old notes.
(4)The inclusion of our minority interests in total capital has the effect of increasing our total capital, which in turn, decreases our percentage of indebtedness to total capital. Our minority interests represent the 49% interest in Nucor-Yamato Steel Company that we do not own.

RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our ratios of earning to fixed charges for the periods indicated.
Years Ended December 31

Nine Months Ended September 28,
2002

1997

1998

1999

2000

2001

Ratio of Earnings to Fixed Charges53.16x41.42x20.14x23.07x9.19x13.42x
For purposes of these calculations, “earnings” consist of earnings before federal income taxes, state income taxes, minority interests, losses from equity investments and fixed charges, less minority interests in pre-tax income of subsidiaries that have not incurred fixed charges. “Fixed charges” consist of interest expense.
The following table sets forth our calculation of ratio of earnings to fixed charges for the periods indicated.
  
Years Ended December 31,

   
Nine Months Ended
September 28,
2002

 
  
1997

  
1998

  
1999

  
2000

  
2001

   
  
(In thousands, except ratios)
 
Earnings, as defined above:
                         
Earnings before federal income taxes $460,182  $415,309  $379,189  $478,308  $173,861   $181,989 
Plus: state income taxes (i)  23,927   23,748   13,446   16,910   5,508    (1,827)
Plus: minority interests (ii)  90,517   91,641   85,783   151,461   103,069    66,224 
Plus: losses from equity investments  —     —     —     235   740    2,573 
Plus: fixed charges (interest expense)  9,282   10,863   20,516   22,449   22,002    14,712 
Less: minority interests in subsidiaries that have not incurred fixed charges (ii)  (90,517)  (91,641)  (85,783)  (151,461)  (103,069)   (66,224)
  


 


 


 


 


  


  $493,391  $449,920  $413,151  $517,902  $202,111   $197,447 
  


 


 


 


 


  


Fixed charges, as defined above:
                         
Interest expense $9,282  $10,863  $20,516  $22,449  $22,002   $14,712 
  


 


 


 


 


  


Ratio of earnings to fixed charges
  53.16%  41.42%  20.14%  23.07%  9.19%   13.42%
  


 


 


 


 


  



(i)For purposes of this table, state income taxes include certain state franchise taxes.
(ii)For purposes of this table, minority interests reflect the amounts broken out as a separate line item in the Income Statement Data portion of the Selected Historical Consolidated Financial Data set forth below.

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA
We have derived the historical consolidated financial data included in the table below for, and as of the end of, each of the fiscal years in the five-year period ended December 31, 2001 from our audited consolidated financial statements. We have derived the historical financial data as of and for the nine months ended September 29, 2001 and September 28, 2002 from our unaudited condensed consolidated financial statements. The other data have been derived from our audited and unaudited condensed consolidated financial statements and internal records, as applicable, for the respective dates and periods indicated. In the opinion of our management, the unaudited consolidated financial data presented below provides all adjustments necessary for a fair presentation of the results of operations for the periods specified. The results, however, are not necessarily indicative of the results that may be expected for the full fiscal year. You should read the following information in conjunction with our consolidated financial statements along with the notes thereto, which are included elsewhere in this prospectus, and the information contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
  
Year Ended December 31,

   
For the Nine Months Ended

 
  
1997

  
1998

  
1999

  
2000

  
2001

   
September 29,
2001

   
September 28,
2002

 
  
(In thousands, except per share amounts, ratios and per ton amounts)
 
Income Statement Data(1):
                              
Net sales $4,184,498  $4,151,232  $4,009,346  $4,586,146  $4,139,249   $3,159,680   $3,335,483 
  


 


 


 


 


  


  


Costs, expenses and other:                              
Cost of products sold  3,488,424   3,500,142   3,394,696   3,774,017   3,717,234    2,828,002    2,982,440 
Marketing, administrative and other expenses  145,410   147,973   154,773   183,176   138,560    121,795    126,154 
Interest expense (income), net  (35)  (3,832)  (5,095)  (816)  6,525    4,378    8,576 
Minority interests  90,517   91,641   85,783   151,461   103,069    72,510    66,224 
Other income  —     —     —     —     —      —      (29,900)(2)
  


 


 


 


 


  


  


   3,724,316   3,735,924   3,630,157   4,107,838   3,965,388    3,026,685    3,153,494 
  


 


 


 


 


  


  


Earnings before federal income taxes  460,182   415,308   379,189   478,308   173,861(3)   132,995    181,989 
Federal income taxes  165,700   151,600   134,600   167,400   60,900    46,500    62,800 
  


 


 


 


 


  


  


Net earnings $294,482  $263,708  $244,589  $310,908  $112,961   $86,495   $119,189 
  


 


 


 


 


  


  


Net earnings per share:                              
Basic $3.35  $3.00  $2.80  $3.80  $1.45   $1.11   $1.53 
Diluted  3.35   3.00   2.80   3.80   1.45    1.11    1.52 
Balance Sheet Data:
                              
Cash and short-term investments $283,381  $308,696  $572,185  $490,576  $462,349   $471,141   $523,007 
Total assets $2,984,383  $3,215,626  $3,718,928  $3,710,868  $3,759,348   $3,811,878   $4,020,489 
Long-term debt due within one year $250  $—    $—    $—    $—     $—     $—   
Long-term debt due after one year $167,950  $215,450  $390,450  $460,450  $460,450   $460,450   $544,550 
Stockholders’ equity $1,876,426  $2,072,552  $2,262,248  $2,130,952  $2,201,460   $2,186,205   $2,292,841 
Other Data:
                              
Depreciation $218,764  $264,039  $256,637  $259,365  $289,063   $219,621   $228,186 
Capital expenditures $306,749  $502,910  $374,718  $415,405  $261,146   $194,822   $141,767 
Dividends declared per share $.40  $.48  $.52  $.60  $.68   $.51   $.57 
Cash flows provided by operating activities $577,326  $641,899  $604,834  $820,755  $495,115   $413,597   $412,223 
Cash flows used in investing activities $(305,979) $(499,985) $(374,276) $(410,276) $(360,400)  $(294,078)  $(178,286)
Cash flows provided by (used in) financing activities $(92,367) $(116,599) $32,930  $(492,087) $(162,944)  $(138,954)  $(173,279)
EBITDA (4) $702,838  $699,263  $644,177  $753,767  $474,957   $358,432   $416,924 
EBITDA interest coverage (4)(5)  76x   70x   31x   34x   22x    21x    28x 
Total debt to capital (6)  7.2%  8.4%  13.4%  15.9%  15.6%   15.8%   17.9%
Total debt to EBITDA (4)(7)  .2x   .3x   .6x   .6x   1x    N/A    N/A 
Operating Data:
                              
Tons sold to outside customers  9,786   9,612   10,176   11,189   12,237    9,273    9,947 
Composite sales price per ton (8) $428  $432  $394  $410  $338   $341   $335 

(1)Certain amounts for prior years have been reclassified to conform to the 2002 presentation.
(2)In the second quarter of 2002, we received $29.9 million related to a graphite electrodes anti-trust settlement.

(3)In November 2001, we sold Nucor Iron Carbide, Inc. in Trinidad, resulting in a pre-tax gain of $20.2 million, affecting primarily marketing, administrative and other expenses.
(4)“EBITDA” is defined as earnings before federal income taxes plus depreciation, interest expense (income), net and state income taxes. EBITDA does not represent, and should not be considered as, an alternative to net income or cash flows from operating activities, each as determined in accordance with generally accepted accounting principles in the United States (“GAAP”). Moreover, EBITDA does not necessarily indicate whether cash flow will be sufficient for items such as working capital, debt service or capital expenditures, or to react to changes in our industry or to the economy in general. We believe that EBITDA and ratios based on EBITDA are measures commonly used to evaluate a company’s performance and its performance relative to its financial obligations. Because EBITDA is not calculated by all companies in the same fashion, the EBITDA measures presented by us may not be comparable to similarly titled measures reported by other companies. Therefore, in evaluating EBITDA data, investors should consider, among other factors: the non-GAAP nature of EBITDA data; the GAAP financial statement amounts; actual cash flows and results of operations; the actual availability of funds for debt service, capital expenditures and working capital; and the comparability of our EBITDA data to similarly titled measures reported by other companies.

The following table sets forth the reconciliation from earnings before federal income taxes to EBITDA:
  
Year Ended December 31,

  
For the Nine Months Ended

 
  
1997

  
1998

  
1999

  
2000

  
2001

  
September 29, 2001

  
September 28, 2002

 
  
(in thousands)
 
Earnings before federal income taxes $460,182  $415,308  $379,189  $478,308  $173,861  $132,995  $181,989 
Depreciation  218,764   264,039   256,637   259,365   289,063   219,621   228,186 
Interest expense (income), net  (35)  (3,832)  (5,095)  (816)  6,525   4,378   8,576 
State income taxes (i)  23,927   23,748   13,446   16,910   5,508   1,438   (1,827)
  


 


 


 


 

  

  


EBITDA $702,838  $699,263  $644,177  $753,767  $474,957  $358,432  $416,924 
  


 


 


 


 

  

  



(i)    Stateincome taxes include certain state franchise taxes.
(5)EBITDA interest coverage is EBITDA divided by gross interest expense. This ratio should not be construed as an alternative to fixed charge coverage ratio as determined by applicable SEC regulations, as presented in “Ratio of Earnings to Fixed Charges”.
(6)Total debt to capital is debt divided by total capital. For this calculation, “total capital” consists of long-term debt due after one year, minority interests and stockholders’ equity. We believe that this ratio is commonly used to evaluate a company’s financial condition.
(7)Total debt to EBITDA is total debt divided by EBITDA. We believe this ratio is commonly used to evaluate a company’s ability to pay its debt.
(8)Composite sales price per ton is net sales divided by total tons sold to outside customers.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Operations
Our business is the manufacture and sale of steel products. We operate steel mini-mills that manufacture steel by melting scrap steel in electric arc furnaces. As opposed to integrated steel producers that utilize iron ore in their steel manufacturing facilities, we are not required to make the substantial investment in facilities necessary to produce steel from iron ore. Instead, we obtain our raw materials, primarily scrap steel, on the open market.
Nine Months Ended September 28, 2002 Compared to Nine Months Ended September 29, 2001
Net sales
Net sales for the first nine months of 2002 increased 6% from the first nine months of 2001. Average sales price per ton decreased 2% from $341 in the first nine months of 2001 to $335 in the first nine months of 2002, while total tons shipped to outside customers increased 7%. We established new nine-month tonnage records for steel production, total steel shipments and steel shipments to outside customers in 2002. In the first nine months of 2002, steel production was 10.0 million tons, compared with 9.3 million tons produced in the first nine months of 2001. Total steel shipments were 10.0 million tons in the first nine months of 2002, compared with 9.3 million tons in last year’s first nine months. Steel shipments to outside customers were 9.1 million tons, compared with 8.3 million tons in the year earlier nine months. Steel joist production during the first nine months of 2002 was 343,000 tons, compared with 404,000 tons a year earlier. Steel deck sales were 235,000 tons, compared with 260,000 tons in last year’s first nine months. Cold finished steel sales were 169,000 tons, compared with 161,000 tons in the first nine months of 2001.
Cost of products sold
The major component of cost of products sold is raw material costs. The average price of raw materials increased approximately 4% from the first nine months of 2001 to the first nine months of 2002. The average scrap and scrap substitute cost per ton used increased from $102 in the first nine months of 2001 to $107 in the first nine months of 2002.
State income taxes (benefit) of $(1.8) million for the first nine months of 2002 have been recorded in cost of products sold ($1.4 million for the first nine months of 2001).
For the first nine months of 2002, pre-operating, start-up and acquisition costs decreased to $54.3 million, compared with $67.0 million in the first nine months of 2001. In 2002, these costs primarily related to the start-up of the Castrip facility in Crawfordsville, Indiana; the new Vulcraft facility in Chemung, New York; and the start-up of Nucor Steel Decatur, LLC. In the third quarter of 2002, we incurred approximately $10 million of costs associated with the accelerated start-up of Nucor Steel Decatur. In 2001, pre-operating, start-up and acquisition costs primarily related to the start-up of the new plate mill in Hertford County, North Carolina and the new Vulcraft facility in Chemung, New York.
During the first nine months of 2002, we revised estimates for environmental reserves as additional information was obtained. Environmental reserves included in deferred credits and other liabilities decreased by $24.3 million during the first nine months of 2002.

Gross margin
Gross margins were approximately 11% for the first nine months of 2002, compared with approximately 10% for the first nine months of 2001.
Marketing, administrative and other expenses
The major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs decreased approximately 2% from the first nine months of 2001 to the first nine months of 2002. Profit sharing costs increased 37% from the first nine months of 2001 to the first nine months of 2002. Profit sharing costs are based on and generally fluctuate with pre-tax earnings.
Interest expense (income), net
Interest expense, net of interest income, increased from the first nine months of 2001 to the first nine months of 2002, due primarily to increased debt and decreased average interest rates on short-term investments.
Minority interests
Minority interests represent the income attributable to the minority partners of our less than 100% owned joint venture, Nucor-Yamato Steel Company.
Federal income taxes
Federal income taxes were at a rate of approximately 34.5% for the first nine months of 2002, and approximately 35% for the first nine months of 2001.
Net earnings
Net earnings increased during the first nine months of 2002 compared with the first nine months of 2001 due to increased sales volume, increased margins and decreased pre-operating, start-up and acquisition costs. In addition, the increase in net earnings during the first nine months of 2002 compared to 2001 was attributable to increased other income related to the receipt during the second quarter of $29.9 million in connection with a graphite electrodes anti-trust settlement.
Year Ended December 31, 2001 Compared to Year Ended December 31, 2000
Net sales
Net sales for 2001 decreased 10% to $4.1 billion, compared with $4.6 billion in 2000. The decrease was primarily due to an 18% decrease in composite sales price per ton from $410 in 2000 to $338 in 2001. Increased imports and the downturn in the U.S. economy unfavorably affected sales prices. The record year of sales experienced in 2000 was primarily due to the performance in the first half of the year. In the second half of 2000, demand decreased and import levels increased significantly—a trend that continued in 2001.
The decrease in net sales in 2001 was mitigated to some extent by increased volume. We established new annual tonnage records for total steel shipments and steel shipments to outside customers in 2001. Total steel shipments were 12.1 million tons in 2001, compared with 11.0 million tons in 2000. Steel sales to outside customers were 11.0 million tons in 2001, compared with 9.8 million tons in 2000. Steel joist production for 2001 was 532,000 tons, compared with 613,000 tons in 2000. Steel deck sales were 344,000 tons in 2001,

versus 353,000 tons in 2000. Cold-finish steel sales were 203,000 tons in 2001 compared with 250,000 tons in 2000.
Cost of products sold
The major component of cost of products sold is raw material costs. The average price of raw materials decreased by 13% from 2000 to 2001. The average scrap and scrap substitute cost per ton used was $101 in 2001 and $120 in 2000. By the fourth quarter of 2001, the average scrap cost per ton used had decreased to $99. State income taxes of $5.5 million in 2001 and $15.2 million in 2000 also are included in cost of products sold.
Gross margin
Gross margin decreased to 8% in 2001 from 14% in 2000. In addition to the net sales and cost of products sold factors discussed above, gross margins were affected by pre-operating and start-up costs at several of our facilities. Pre-operating and start-up costs of new facilities increased to $97.8 million in 2001, compared with $50.9 million in 2000. In 2001, these costs primarily related to the start-up of the new plate mill in Hertford County, North Carolina and the new Vulcraft facility in Chemung, New York.
Marketing, administrative and other expenses
The major components of marketing, administrative and other expenses are freight and profit-sharing costs. Unit freight costs increased less than 5% from 2000 to 2001. Profit-sharing costs decreased by 73% from 2000 to 2001. Profit-sharing costs are based upon and fluctuate with pre-tax earnings. In 2000, profit-sharing costs included over $6.3 million for an extraordinary bonus paid to employees for the achievement of record earnings during the year. Every employee except for senior officers received $800. In 2001, marketing, administrative and other expenses were reduced by a gain on the sale of Nucor Iron Carbide, Inc., whose operations accounted for a small percentage of our sales.
Interest expense (income), net
Interest expense, net of interest income, increased in 2001 as a result of increased average long-term debt and decreased average interest rates on short-term investments.
Minority interests
Minority interests represent the income attributable to the minority partners of our less than 100% owned subsidiaries, primarily our joint venture, Nucor-Yamato Steel Company.
Federal income taxes
Federal income taxes were at a rate of 35.0% for 2001 and 2000.
Net earnings
The decrease in 2001 net earnings resulted primarily from decreased margins and increased start-up costs of new facilities, partially offset by decreased profit-sharing costs and decreased federal income taxes. Our net earnings were also favorably affected in the fourth quarter of 2001 by a pre-tax gain of $20.2 million related to the sale of Nucor Iron Carbide, Inc. ($11.9 million after tax and profit-sharing, or $.15 per share). The increase in 2000 net earnings resulted primarily from increased margins and increased volume. Net earnings were 5% of average equity in 2001, compared with 14% in 2000.

Year Ended December 31, 2000 Compared to Year Ended December 31, 1999
Net sales
Net sales increased by 14% from 1999 to 2000, with more than 55% of the increase due to increased volume, with additional benefit derived from increased sales prices per ton ($394 in 1999 to $410 in 2000). 2000 was a record year for sales, primarily due to the performance in the first half of the year. In the second half of 2000, demand decreased and import levels increased significantly. During 1999 and 2000, imports of steel increased significantly, much of it at reduced prices that we believe reflected dumping. The effects of these imports decreased during the latter part of 1999, but increased during 2000.
Total steel shipments were 11.0 million tons in 2000, compared with 10.1 million tons in 1999. Steel sales to outside customers were 9.8 million tons in 2000 compared with 8.7 million tons in 1999. Steel joist production for 2000 was 613,000 tons, compared with 616,000 tons in 1999. Steel deck sales were 353,000 tons in 2000, compared with 375,000 tons in 1999. Cold finish steel sales were 250,000 tons in 2000, compared with 243,000 tons in 1999.
Cost of products sold
The major component of cost of products sold is raw material costs. The average price of raw materials increased by less than 10% in 2000. The average scrap and scrap substitute cost per ton used was $120 in 2000 and $111 in 1999. By the end of the fourth quarter of 2000, the average scrap cost per ton used had decreased to $109. State income taxes of $15.2 million in 2000 and $11.7 million in 1999 also are included in cost of products sold.
Gross margin
Gross margin increased from 13% in 1999 to 14% in 2000 due to the net sales and cost of products sold factors discussed above.
Marketing, administrative and other expenses
The major components of marketing, administrative and other expenses are freight and profit-sharing costs. Unit freight costs increased less than 5% from 1999 to 2000. Profit-sharing costs increased by 46% from 1999 to 2000. Profit-sharing costs are based upon and fluctuate with pre-tax earnings. In 2000, profit-sharing costs included over $6.3 million for an extraordinary bonus paid to employees for the achievement of record earnings during the year. Every employee, except for senior officers, received $800.
Interest expense (income), net
Interest income, net of interest expense, decreased in 2000 as a result of increased average long-term debt and decreased average short-term investments.
Minority interests
Minority interests represent the income attributable to the minority partners of our less than 100% owned subsidiaries, primarily our joint venture, Nucor-Yamato Steel Company.
Federal income taxes
Federal income taxes were at a rate of 35.0% for 2000 and 35.5% for 1999.

Net earnings
The increase in 2000 net earnings resulted primarily from increased margins and increased volume. Net earnings were 14% of average equity in 2000, compared with 11% in 1999.
Liquidity and Capital Resources
Liquidity
The ratio of our current assets to current liabilities, or current ratio, was 2.4 at the end of the first nine months of 2002, and 2.8 at year-end 2001. The percentage of long-term debt to total capital (which includes our long-term debt, minority interests and stockholders’ equity) was 18% at the end of the first nine months of 2002, and 16% at year-end 2001.
Capital expenditures decreased 27% from the first nine months of 2001 to the first nine months of 2002. In addition, during the first quarter of 2001, we purchased substantially all of the assets of Auburn Steel Company, Inc.’s steel bar facility for approximately $115 million in cash. During the third quarter of 2002, our wholly owned subsidiary, Nucor Steel Decatur, LLC, purchased substantially all of the assets of Trico Steel Company, LLC for a purchase price of $117.7 million. The purchase price included the assumption of $86 million in principal amount of industrial revenue bonds. The acquisitions were not material to the consolidated financial statements and did not result in material goodwill or other intangible assets. Including the Trico Steel acquisition, capital expenditures are projected to be approximately $260 million for all of 2002.
In 2001, working capital increased 8% from $821.5 million to $889.5 million, due primarily to decreased accrued profit-sharing costs. Our current ratio was 2.8 in 2001 and 2.5 in 2000. During 2000, we negotiated an agreement with the Environmental Protection Agency. We paid a $9.0 million penalty in July 2001 and agreed to spend another $4.0 million in Supplemental Environmental Projects under the agreement. We do not anticipate that the cost of complying with the terms of this decree will materially impact our liquidity.
We have a simple capital structure with no significant off-balance sheet financing arrangements or relationships with unconsolidated special purpose entities. We sometimes use natural gas purchase contracts to partially manage our exposure to price risk of natural gas which we use during the manufacturing process. Our use of these contracts is immaterial for all periods presented.
In late November 2002, we called for redemption $16 million aggregate principal amount of our outstanding fixed rate industrial revenue bond indebtedness. We expect to redeem these bonds in early 2003.
Operating activities
Cash provided by operating activities decreased to $495.1 million in 2001, compared with $820.8 million in 2000. Gross margins deteriorated in 2001 due to lower average selling prices and increased start-up costs of new facilities. Additionally, in 2001, changes in operating assets and liabilities (exclusive of acquisitions and dispositions) used cash of $724,000, compared with changes in operating assets and liabilities providing cash of $79.8 million in 2000.
Investing activities
Cash used in investing activities decreased to $360.4 million in 2001, compared with $410.3 million in 2000. Capital expenditures for new facilities and expansion of existing facilities decreased to $261.1 million in 2001, compared with $415.4 million in 2000.

During 2001, we sold Nucor Iron Carbide, Inc. and sold the assets of the Nucor Bearing Products facility. Both of these operations accounted for a small percentage of our net sales. Total proceeds from these two sales as well as the sale of other equipment at existing facilities were $22.7 million in 2001. Also in 2001, we purchased substantially all of the assets of Auburn Steel Company, Inc.’s steel bar facility in Auburn, New York for approximately $115 million and acquired ITEC Steel, Inc. for approximately $7 million (excluding liabilities assumed).
Financing activities
Cash used in financing activities was $162.9 million in 2001, compared with $492.1 million in 2000. No additional long-term debt was incurred in 2001. Net long-term debt borrowings were $70.0 million in 2000. The acquisitions of the bar mill in Auburn, New York and of ITEC Steel, Inc. in 2001 were funded by our existing cash and short-term investments. The percentage of long-term debt to total capital (which includes our long-term debt, minority interests and stockholders’ equity) was 16% in 2001 and 2000.
Our directors have approved the purchase of up to 15.0 million shares of our common stock. We did not repurchase any shares of our common stock during 2001 or the first nine months of 2002. Since the inception of the stock repurchase program in 1998, we have repurchased a total of approximately 10.8 million shares at a cost of approximately $445 million.
Capital resources
One of our primary financial objectives is to maintain a strong balance sheet. Funds provided from our operations, credit facility, and new borrowings are expected to be adequate to meet future capital expenditure and working capital requirements for existing operations for at least the next 24 months. On October 1, 2002, we issued the old notes consisting of $350 million of 4.875% notes due in 2012. The notes are our senior unsecured obligations and rank equally with all of our unsecured and unsubordinated debt outstanding from time to time. We believe we have the ability to borrow significant additional funds to finance future acquisition opportunities, while maintaining a conservative debt to capital ratio.
On October 4, 2002, we entered into a new revolving unsecured credit facility that provides up to $425 million in revolving loans. This credit facility consists of (i) a $125 million 364-day revolver with an option to permit us to convert amounts outstanding under this facility to a one-year term loan, and (ii) a $300 million five-year multi-currency revolver, a portion of which is available for the issuance of letters of credit and foreign currency borrowings. The new revolving credit facility replaces our previous credit facilities that provided for up to $248 million in revolving loans. Borrowings under the new credit facility bear interest at a base rate or LIBOR plus an applicable spread to be determined by reference to our senior unsecured debt ratings by Standard & Poor’s Ratings Services and Moody’s Investors Service. The new credit facility includes customary financial and other covenants, including a limit on the ratio of funded debt to total capitalization of 50% and a limit on our ability to pledge our or our subsidiaries’ assets. We had no amounts outstanding under this new credit facility as of the date of this prospectus.
Our 2002 joint venture with Rio Tinto Group to construct a commercial scale HIsmelt mill in Western Australia requires us, based on budget calculations, to fund approximately $7 million for this project in 2002 and approximately $48 million thereafter.
On December 9, 2002, we completed our acquisition transaction with Birmingham Steel Corporation for a cash purchase price of approximately $615 million, acquiring substantially all of its assets and assuming obligations under acquired contracts and under some environmental permits. We funded the acquisition with some of the net proceeds from the offering of the old notes, along with working capital.

We are subject to environmental laws and regulations established by federal, state and local authorities and make provisions for the estimated costs related to compliance. The ultimate impact of complying with these laws and regulations is not always clearly known or determinable because regulations under some of these laws have not yet been promulgated or are undergoing revision. These environmental laws and regulations, particularly the Clean Air Act, could result in substantially increased capital, operating and compliance costs. We are also subject to a consent decree with the EPA and certain states effective in July 2001 in order to resolve alleged environmental non-compliance at eight steel mills and six Vulcraft facilities and to provide an achievable schedule for bringing those facilities into full compliance with environmental laws. The consent decree also provides a framework for resolving a number of uncertainties regarding applicable environmental requirements under state and federal laws and regulations. We do not anticipate that the cost of complying with the terms of this decree will materially impact our liquidity. Of the undiscounted total amount of approximately $75.6 million in accrued environmental reserves at September 28, 2002, including costs projected to comply with the consent decree, approximately $47.2 million was classified in accrued expenses and other current liabilities and approximately $28.4 million was classified in deferred credits and other liabilities.

Contractual Obligations and Other Commercial Commitments
The following table sets forth our contractual obligations and other commercial commitments as of October 31, 2002, not including related interest expense, if any, for the periods presented.
   
Payments Due By Period

Contractual Obligations

  
Total

  
Less than 1 year

  
1-3 years

  
4-5 years

  
After 5 years

Long-term debt (1)  $894,550,000  $16,000,000   —    $1,250,000  $877,300,000
Operating leases   4,072,516   1,057,156   2,123,035   892,325   —  
Unconditional purchase obligations (2)   48,249,888   48,249,888   —     —     —  
Other long-term obligations (3)   50,847,000   31,364,000   19,483,000   —     —  
   

  

  

  

  

Total contractual cash
obligations
  $997,719,404  $96,671,044  $21,606,035  $2,142,325  $877,300,000
   

  

  

  

  

   
Amount of Commitment Expiration Per Period

Other Commercial Commitments

  
Total Amounts Committed

  
Less than 1 year

  
1-3 years

  
4-5 years

  
After 5 years

Guarantees (4)  $3,500,000  $3,500,000   —     —     —  
   

  

  

  

  


(1)Long-term debt as stated above includes the additional debt issued in the form of the old notes to finance in part our acquisition of substantially all of the assets of Birmingham Steel Corporation.
(2)Purchase obligations on operating machinery and equipment.
(3)Our share of estimated costs to construct and start-up the joint venture HIsmelt mill in Western Australia.
(4)Financial guarantees on environmental remediation.
The year 2001 was one of the most difficult business environments that the steel industry has experienced in decades. Our earnings in 2002 will be adversely impacted by the general state of the economy, specifically as it affects the construction industry, partially offset by the effect of the March 2002 tariffs.
Much of the information in this section contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should read “Special Note of Caution Regarding Forward-Looking Statements” in the front of this prospectus for a more complete description of what constitutes a forward-looking statement, the protections and qualifications relating to those statements, and a discussion of the risks and uncertainties that could cause actual results to vary materially. Those risks and uncertainties are explained in more detail in “Risk Factors”.
Outlook
On October 17, 2002, in response to questions posed on our live internet conference call relating to our third quarter earnings release (the transcript of which was subsequently posted on our website), we stated, based on preliminary information, that our fourth quarter earnings could be between $0.45 to $0.50 per share. We currently expect to make our customary fourth quarter earnings announcement based on more complete, updated information on or about February 6, 2003.

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 accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us 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 property, plant and equipment and environmental obligations. 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.
Asset Impairments
We evaluate the impairment of our property, plant and equipment on an individual asset basis or by logical groupings of assets. Asset impairments are recognized whenever changes in circumstances indicate that the carrying amount of those productive assets exceeds their aggregate projected undiscounted cash flows.
Environmental Remediation
We are subject to environmental laws and regulations established by federal, state and local authorities, and make provision 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. The accruals are not reduced by possible recoveries from insurance carriers or other third parties, and do not reflect anticipated allocations among potentially responsible parties at federal Superfund sites or similar state-managed sites after an assessment is made of the likelihood that such parties will fulfill their obligations at such sites. Our measurement of environmental liabilities is based on currently available facts, present laws and regulations, and current technology.
Recently Issued Accounting Standards
In June 2002, FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”, which addresses issues relating to the recognition, measurement and reporting of costs associated with exit and disposal activities, including restructuring activities, and nullifies the guidance in Emerging Issues Task Force Issue No. 94-3, “Liability Recognition for Certain Employee Termination Benefits and other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)”. SFAS No. 146 is effective for exit or disposal activities that are initiated after December 31, 2002, with early application encouraged. We believe that the adoption of SFAS No. 146who does not currently havereceive freely transferable New Notes in exchange for tendered Existing Notes, the Company will use its commercially reasonable efforts to cause to become effective a material impact on our results of operations, financial condition and cash flows.

INDUSTRY
The United States steel industry is cyclical and is affected by a number of factors, including general economic conditions, market demand for steel products, availability and costs of electricity, natural gas, raw materials and equipment and parts, and United States and foreign trade policies affecting steel imports or exports. In 2001, United States steel makers produced 99.3 million tons of steel and operated at an average production capacity of 79.2%, based on data compiled by the American Iron and Steel Institute, or AISI. This is compared to production of 112.2 million tons at 86.1% average production capacity in 2000 and 107.4 million tons at 83.8% average production capacity in 1999, as reported by AISI. Average revenue per ton declined from $345 for 2000 to $315 for 2001, based on AISI data.
Steel is sold principally to the automotive, construction, steel product fabrication, container/packaging, oil and gas, electrical, machinery and appliance industries. In some of these industries, such as the automotive and construction industries, steel competes with other substitute materials such as plastic, glass, composite and ceramic materials.
We estimate that foreign steel accounted for approximately 23.3%, 25.8% and 25.2% of the United States market in 2001, 2000 and 1999, respectively, based on AISI data. These levels of foreign imports reflect the glut of global steel production capacity compared to global steel consumption during this period. We estimate that global annual production capacity for steel was approximately one billion tons in 2001, based on data compiled by the Boston Consulting Group, while only approximately 847 million tons of steel were purchased worldwide in 2001, based on a report by the International Iron and Steel Institute. Increasing steel imports sold at prices lower than domestic prices have adversely affected the United States steel industry. As the largest and most open steel market in the world, the United States has become a primary targetshelf registration statement providing for the sale of excess steel production, which we believe is often at illegal dumping prices.
On March 5, 2002, President Bush imposed a series of tariffs relating to imported steel that apply over a three-year period and are intended to giveall the domestic steel industry an opportunity to strengthen its competitive position through restructuring and consolidation. Tariffs have been increased on imports of certain flat steel, hot-rolled bar, cold-finished bar, rebar, certain welded tubular products, carbon and alloy fittings, stainless steel bar, stainless steel rod, tin mill products and stainless steel wire. A tariff rate quota was applied to steel slabs. The tariffs gradually decline in years two and three and expire at the end of the third year. The tariffs range from 30% ad valorem to 8% ad valorem in the first year; 24% to 7% in the second year; and 18% to 6% in the third year. There are products and countries not covered by these tariffs, in addition to numerous foreign steel manufacturers that have received exemptions from these tariffs. According to published reports, the exemptions are now estimated to cover approximately 5.4 million of the original 13.1 million tons of imported steel products that were coveredExisting Notes by the tariffs. The majority of the most recent exemptions were granted to products made by European Unionholders thereof; provided that (1) such holder has delivered a completed and Japanese producers. To date, the United States Department of Commerce has granted 727 exemptions which, according to the AISI, is the reason the tariffs have not yet effectively reduced steel imports. According to the AISI, there are some early indications that the President’s program is beginning to work, including improved operating performance, new stock offerings, increased consolidation activitysigned notice and partial price restoration for some flat-rolled steel products; however, some analysts attribute these developments toquestionnaire and provided such other factorsinformation regarding such as diminished domestic supply, higher domestic demand, the lower value of the United States dollar and recent successful antidumping cases. For the first nine months of 2002, steel imports were 23.9 million tons versus 22.1 million tons in the first nine months of 2001, according to the AISI. The Bush administration has announced its intention to review the impact of these tariffs and determine whether they should be ended prior to their scheduled expiration.
Earlier this year, the U.S. Commerce Department concluded that 20 countries were dumping cold-rolled steel in the U.S. market, and referred the matter to the International Trade Commission to determine if this dumping injured American steel producers. Recently, the International Trade Commission determined that the domestic steel industry has not been significantly injured by the alleged dumping of cold-rolled steel from

producers in Japan, India, Australia, Sweden and Thailand, and has declined to impose duties that could have significantly increased the price of imported cold-rolled steel. The International Trade Commission in November ruled against United States steel producers when it determined that imports from numerous other countries had not materially injured the domestic steel industry. Although more of these dumping cases may undergo government review, since the implementation of the tariffs in March 2002, the International Trade Commission generally has ruled against the U.S. steel industry.
As a result of the general economic slowdownholder and the effectsproposed disposition by such holder of increasing steel imports,such Existing Notes and other documentation necessary to effectuate the proposed disposition as well as other factors, a number of significant United States steel makers entered bankruptcythe Company may from time to time reasonably request in 2001writing, and, 2002. These companies include Trico Steelif necessary, the shelf registration statement has been amended to reflect such information, and (2) the Company LLC, Republic Steel Corporation, Bethlehem Steel Corporation, National Steel Corporation, Geneva Steel Company and Birmingham Steel Corporation. The operations of some of these companies have ceased, which may reduce United States supply, on at least a temporary basis. Because the shutdown of some of these facilities may onlywill be temporary, however,under no obligation to file any such shelf registration statement before it is not possibleobligated to predict whether the bankruptcies will have a long-term effect on the reduction of United States steel manufacturing capacity.
Reflecting reduction in supply as a result of these bankruptcies and the impact of the tariffs announced in March 2002, prices for some United States steel products have increased recently. Our composite sales price per ton has increased from $316 per ton in the first quarter of 2002 to $355 per ton in the third quarter of 2002. The strength of the United States steel industry will depend principally on the timing and duration of an economic recovery and the implementation of a longer term solution to prevent illegal dumping in the United States market by foreign steel producers.
The United States steel industry is composed of two major sectors: integrated steel and mini-mills. Integrated steel facilities use blast furnaces to make molten steel from iron ore and coke, which is a refined carbon product produced by firing coal in large coke ovens at the facility.
Non-integrated mills (often referred to as mini-mills), like the ones we own, melt scrap steel using electric arc furnaces, a less capital-intensive process which makes them more efficient than integrated steel mills. Because mini-mills are smaller than integrated steel mills, mini-mill steel manufacturers like us can build and operate their mills in multiple locations to be nearer to their customers. Mini-mills have accounted for an increasing amount of United States steel production. In 1998, mini-mill steel production totaled 45.1% of United States steel production, compared to 47.4% in 2001, according to the Steel Industry Monitor. We believe that this trend will continue.

BUSINESS
The following is a summary description of our business. You should read the information provided in our periodic reports that are filed with the SEC and incorporated by reference in this prospectus for more information about us and our operations. See “Where You Can Find More Information”.
Overview
We are the largest steel producer in the United States. Additionally, we are the nation’s largest recycler, using steel scrap as our primary material in producing our steel products. We had sales of over $4.1 billion and recycled over 10 million tons of scrap steel in 2001. We produce and sell steel in the following forms:
Ÿ
steel bars, beams, sheet and plates,
Ÿ
steel joists and joist girders,
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steel deck,
Ÿ
cold-finished (or rolled) steel,
Ÿ
steel fasteners,
Ÿ
metal building systems, and
Ÿ
light gauge steel framing.
We manufacture our steel principally from steel scrap, utilizing electric arc furnaces, continuous casting and automated rolling mills. We process some of our manufactured steel to produce cold-rolled or cold-finished steel, steel joists and joist girders, and steel fasteners. We further process our cold-rolled steel to produce steel deck.
Our products are primarily carbon steel, which is steel containing iron, carbon and other alloys. A variety of alloys are used to achieve distinct properties to meet specific applications.
In 2001, approximately 90% of our hot- and cold-rolled steel production was sold to non-affiliated customers in the United States; the remainder was used by us in the manufacture of other steel products as described above. We market our steel products in the United States principally through our in-house sales force. We believe the primary competitive factors in selling steel products are price and service. We face considerable competition from numerous domestic manufacturers and foreign imports, often at prices that we believe involve “dumping” in the case of foreign imports.
We have operations in 14 states and as of December 15, 2002 had approximately 10,000 employees. None of our employees are represented by labor unions.
Our backlog of orders was approximately 2.8 million tons at September 28, 2002 and approximately 2.1 million tons at September 29, 2001. We expect current backlog to be filled within one year.
On December 9, 2002, we acquired substantially all of the assets of Birmingham Steel Corporation. A significant portion of the information in this section regarding our business takes into account that acquisition.

Business Strengths
Largest Steel Producer in United States
We are the largest steel producer in the United States. In 2001, our mills produced approximately 12.3 million tons of steel, representing approximately 12% of U.S. steel produced. Our 2001 production represented a 9% increase from the 11.3 million tons we produced in 2000. Our annual production capacity has grown from 120,000 tons in 1970 to almost 14 million tons in 2001 and over 18 million tons as of December 15, 2002, including our recent acquisitions. For the first nine months of 2002, our mills produced 10 million tons, or approximately 14.5% of steel production in the United States in that period. Our first nine months 2002 production represented a 7.7% increase from the 9.3 million tons we produced in the first nine months of 2001.
Low-Cost Producer
We believe that our manufacturing costs are among the lowest in the steel industry. The most significant component of our operating costs is scrap steel. Our mills melt scrap steel using electric arc furnaces and then process the steel through continuous casting systems. These operations are highly automated, and we believe that we require fewer employees per ton of production capacity than many of the facilities of our competitors. In addition, due to the efficiency of our mills, we limited our energy costs in 2001 to 10% of sales.
Modern, Efficient Mills
We believe that our steel mills are among the most modern and efficient in the world, utilizing current and efficient technology. We were among the early companies to build and operate mini-mills, starting in 1969. Our older facilities have been updated in many cases in an effort to maximize the efficiencies afforded by the latest technological advances. We believe our mini-mills are more labor, capital and energy efficient than integrated steel mills, which produce steel with blast furnaces from iron ore, a more basic raw material. Additionally, we believe that the variety and scale of our operations generally enable company-wide synergies and efficiencies not achievable by our smaller mini-mill competitors. In 2001, our capital expenditures to maintain, improve and expand our facilities were approximately $120 million, or 3% of our sales, and $166 million, or 4% of our sales, in 2000.
Commitment to Innovation
We pride ourselves on being at the technical forefront of the steel industry. We believe we were the first steel company to commercialize thin-slab casting and among the first in the United States to adopt “near net shape beam blank casting” (structural steel). We emphasize the development of new disruptive and leapfrog technologies that can give us a competitive advantage. Some of those technologies include:
Castrip.    Strip-casting produces ultra-thin gauge hot-rolled steel with the ability to serve many cold-rolled applications. A Castrip mill produces a thinner sheet of steel in the casting process and is less capital intensive than existing sheet mills. The expected working space requirements for the Castrip process are less than the requirements for sheet steel produced using a thin-slab or a conventional-slab caster. The first Castrip facility is operational and is being tested for economic viability at our Crawfordsville, Indiana steel mill. We are now producing prime, saleable coils at the new Crawfordsville facility that uses the Castrip technology. Our team in Crawfordsville has also successfully broadened the product capability of the Castrip technology to include both electrical and stainless steels. While we are still in the testing stage and there can be no assurance as to its ultimate success, we continue to make significant progress towards achieving full commercialization of the Castrip process. In addition to our Castrip facility, we have entered into a joint venture with Broken Hill Proprietary Corporation and

Ishikawajima-Harima Heavy Industries to sell the Castrip technology to other steel manufacturers. We hold the exclusive rights to use this technology in the United States and Brazil.
HIsmelt.    HIsmelt is a technology in development to convert iron ore to liquid metal thus eliminating the need for a blast furnace, sinter/pellet plants and coke ovens. This technology also may provide an economic alternative for blast furnaces and coke ovens that are no longer operational. We entered into a joint venture in 2002 with the Rio Tinto Group, the leading iron ore supplier in Australia, Mitsubishi Corp. and Chinese steel maker Shougang Corp. to develop the HIsmelt technology and for the construction of a commercial scale HIsmelt mill at Rio Tinto’s existing HIsmelt pilot site in Kwinana, Western Australia. We have the right to use this technology in any of our facilities.
Experienced Management Team
The members of our senior management team have an average of approximately 15 years in management positions with our company.
Commitment to our Employees
We have a simple, streamlined organizational structure to allow our employees to make quick decisions and to be innovative. Our organization is highly decentralized, with most day-to-day operating decisions made by one of our division general managers and their staff. The organizational structure at a typical division is made up of only three management layers over our hourly employees: supervisors/professionals, department managers, and a general manager. All of our employees participate in one of our four incentive compensation plans, which award compensation for meeting and exceeding selected operational goals. Because of their productivity, we believe that employees working at our mills are, on average, among the highest paid in the steel industry. None of our employees are represented by labor unions, and we believe our annual employee turnover is low relative to our industry. Additionally, we believe that we take an egalitarian approach to providing benefits to our employees-that is, upper levels of management generally do not enjoy better insurance programs, vacation schedules, holidays, or other traditional perquisites such as company cars, corporate jets, executive dining rooms or executive parking places. Due to our structure and employee practices, we have been able to attract and retain highly talented, motivated, productive employees, committed to making our company a leader in the steel industry.
Commitment to our Customers through Product Quality and Service
We are committed to providing our customers with uncompromising quality products. We strive to maintain the most modern equipment at our facilities and to adopt new and innovative production technologies, all with the objective of producing products of the highest quality as efficiently as possible. All of our operating facilities have earned quality system certifications. Most are ISO 9000 certified, a few are also QS 9000 certified and many have other special certifications unique to the industry. Most of these certifications are the result of implementing quality systems that are compliant with recognized international standards and passing an audit by an independent registrar. In addition to product quality, we have a strong commitment to serving our customers’ needs. We subscribe to the principle that our real business is a commitment to each and every customer on each and every order.
Growth Strategies
Optimize Existing Facilities
We are committed to continually improving our production efficiencies and lowering our operating costs per ton of steel produced. We also regularly improve the quality of our products, allowing improved pricing. We budgeted approximately $125 million in 2002 on capital improvements to our existing machinery

and equipment, including the adoption of new or enhanced production technologies. We spent approximately $99 million in 2001 and $108 million in 2000 on these capital improvements. We plan to continue seeking opportunities to optimize the capabilities of our production machinery and equipment. For example, we plan to spend an additional $200 million on capital improvements to several of our bar mills over the next three years. These projects include a modernization of the rolling mill at our Nebraska mill, a new melt shop at our Texas mill, and a new reheat furnace and finishing end at our South Carolina mill.
Continue Greenfield Growth
Historically, we have grown our operations primarily by building new facilities, or “greenfield expansion”, and through expansion at our existing facilities.
In the second half of 2001, we began operations at the Vulcraft facility in Chemung, New York (Vulcraft of New York, Inc.). This facility produces steel joists, joist girders and steel deck. In late 2000, we completed construction of a steel plate mill in Hertford County, North Carolina, which has annual production capacity of 1.2 million tons. During 1999, we completed construction and started operation of a steel beam mill in Berkeley County, South Carolina, which has annual production capacity of 600,000 tons per year.
Additionally, we seek opportunities to increase our production capabilities by expanding at our existing operating locations. During 2001, we finished building and began operating a cold-rolling facility at our sheet mill in Berkeley County, South Carolina. This is our second cold-rolling facility at this mill, increasing its annual capacity of cold-rolled steel to 1.5 million tons from 750,000 tons. During 2000, we finished building and began operating a second caster at our sheet mill in Berkeley County, South Carolina. This additional caster increased our annual capacity of hot-rolled steel at this mill to 2.4 million tons from 1.5million tons.
Continue Acquisitions
The recent economic downturn has significantly affected the steel industry, and a number of our competitors’ operations are for sale, many being offered for sale in bankruptcy proceedings. We believe that the number of facilities for sale, coupled with the limited number of potential buyers, is producing attractive pricing for existing facilities. We have been and plan to continue identifying economically attractive opportunities to purchase operating assets to increase our production capacity. We seek to make purchases when, in addition to boosting our annual production capacity, we can improve the acquired facilities by implementing our management philosophy and commitment to employees, undertaking capital improvement projects, and bringing our technologies and production knowledge to those operations.
Strategic Acquisitions
As part of our overall strategy to emerge from economic down-cycles stronger than we entered them, we have pursued and continue to pursue acquisitions that are both strategically important and attractively valued. We take a cautious and disciplined approach to acquisitions and are interested in acquiring assets only if they will help us build profitable market share and are priced attractively. A primary goal of our business development team and corporate-level transition/integration team leaders is to integrate our acquired assets as smoothly as possible.
Birmingham Steel Corporation
On December 9, we completed our acquisition of substantially all of Birmingham Steel Corporation’s assets for approximately $615 million in cash. We used some of the net proceeds from the offering of the old notes, along with working capital, to complete that acquisition. As required by the acquisition agreement,

Birmingham Steel filed for Chapter 11 bankruptcy pursuant to a prearranged plan. We, Birmingham Steel, and Birmingham Steel’s secured creditors agreed on the pre-arranged plan. The United States Bankruptcy Court in Delaware confirmed the plan of reorganization and approved the acquisition. The Anti-Trust Division of the United States Department of Justice granted early termination of the Hart-Scott-Rodino waiting period, allowing the transaction to proceed under the antitrust laws. Assets included in the purchase are Birmingham Steel’s four operating mills in Birmingham, Alabama; Kankakee, Illinois; Seattle, Washington; and Jackson, Mississippi. These mills have an estimated combined annual capacity of approximately two million tons. We intend to continue to operate these facilities in much the same manner as they were operated prior to the acquisition. These plants are similar to the ones we have operated and approach our other plants in terms of operating efficiency. In addition, employees at these facilities are not represented by unions. We believe that these plants’ compatibility, as well as the similar management philosophies, will help to facilitate the integration process for the acquisition.
In connection with the acquisition, we also acquired the corporate office of Birmingham Steel located in Birmingham, Alabama; its mill in Memphis, Tennessee, which is currently not operating; the assets of Port Everglades Steel Corporation; the assets of the Klean Steel Division; Birmingham Steel’s ownership of Richmond Steel Recycling Limited; and approximately $120 million accounts receivable and inventory related to the acquired assets.
Wholly owned subsidiaries of ours have assumed obligations of Birmingham Steel under acquired contracts, which include certain supply and service contracts, utilities agreements, property and equipment leases and other ordinary course operating contracts, and under certain environmental permits.
Trico Steel Company, LLC
In January 2002, the United States Bankruptcy Court in Delaware approved the purchase by one of our wholly owned subsidiaries of substantially all of the assets of Trico Steel Company, LLC. We completed the purchase on July 22, 2002 for a purchase price of $117.7 million. In connection with the acquisition we assumed $86 million in principal amount of industrial revenue bonds. Located in Decatur, Alabama, the Trico sheet steel facility originally began operations in 1997. We anticipate that following completion of scheduled capital improvements, its annual capacity will be approximately 1.9 million tons, which will increase our total capacity for sheet production by approximately 30%. Our management team is in place and has begun training employees at this facility. Equipment modifications to increase the capacity of this facility and the quality of its product were started immediately after receiving the required regulatory permits. We believe that these assets will support our strategy to build market share in the flat-rolled steel market and broaden our sheet product portfolio to include higher quality grades.
In the third quarter of 2002, we incurred costs associated with the accelerated start-up of Nucor Steel Decatur, LLC, which successfully produced its first heat and cast its first slabs the week of September 16—less than 60 days after the acquisition. The facility is now regularly producing and shipping hot-rolled steel coils and pickled and oiled product for outside customers.
Auburn Steel Company, Inc.
In March 2001, we acquired substantially all of the assets of Auburn Steel Company, Inc.’s merchant steel bar facility in Auburn, New York for a purchase price of approximately $115 million. The facility began operations in 1974 and has an annual capacity of 430,000 tons of merchant bar quality steel shapes. As one of our lowest capital cost bar mills, the acquisition of the Auburn facility has been accretive to our earnings. The facility achieved record production and shipments in 2001, which we believe was partially due to the implementation of our incentive pay system at this facility.

Our Operating Facilities
Our Bar Mills, Sheet Mills, Structural Mills and Plate Mill
We operate 16 scrap-based steel mills. These mills melt scrap metal to produce steel, as compared to integrated steel mills, which make steel by processing iron ore and other raw materials in blast furnaces.
Bar Mills.    We operate nine bar mills, which are located in Darlington, South Carolina; Norfolk, Nebraska; Jewett, Texas; Plymouth, Utah; Auburn, New York; Birmingham, Alabama; Kankakee, Illinois; Seattle, Washington; and Jackson, Mississippi. We produce carbon and alloy steel bars, angles and light structural shapes at these bar mills. These products have wide usage, including in the manufacturing of automotive and farm equipment, metal buildings, furniture and recreational equipment. Total production capacity of our nine bar mills is approximately 5.8 million tons per year.
We constructed four of these mills between 1969 and 1981. The mill in Auburn, New York, was acquired in March 2001 and the mills in Birmingham, Alabama; Kankakee, Illinois; Seattle, Washington; and Jackson, Mississippi were acquired on December 9, 2002. Over the years, we have completed extensive capital projects to keep our facilities modernized. As announced in February 2002, we plan to spend an additional $200 million on capital improvements to these mills over the next three years. These projects include a modernization of the rolling mill at our Nebraska mill, a new melt shop at our Texas mill, and a new reheat furnace and finishing end at our South Carolina mill. Our average construction cost for building these four mills was approximately $186 per ton of their annual steel-making capacity in 2001.
In 2001, we acquired substantially all of the assets of Auburn Steel Company, Inc.’s bar mill in Auburn, New York. Our capital cost at this mill is approximately $186 per ton of steel-making capacity in 2001. This mill is an important addition to our group of bar mills, as it gives us a presence in the market for merchant bars in the Northeast and fits well strategically with our new Vulcraft facility in New York, which we describe below.
Our capital cost for the four bar mills we acquired from Birmingham Steel is approximately $237 per ton of steel-making capacity. These mills broaden our presence geographically and complement our bar product growth strategy.
Sheet Mills.    We operate four sheet mills, which are located in Crawfordsville, Indiana; Hickman, Arkansas; Berkeley County, South Carolina; and Decatur, Alabama. We produce flat-rolled steel at these mills, which is used in the manufacture of appliances, pipes and tubes and in the construction industry. Total annual capacity of our sheet mills is in excess of eight million tons per year.
We constructed each of these sheet mills between 1989 and 1996 other than the Decatur, Alabama facility, which we acquired from Trico Steel in the third quarter of 2002. These sheet mills utilize thin-slab casters to produce hot-rolled sheet, a portion of which we further process through cold rolling and galvanizing. Our average construction cost for these mills is approximately $301 per ton of their annual steel-making capacity in 2001.
In July 2002, one of our subsidiaries purchased substantially all of the assets of Trico Steel. Located in Decatur, Alabama, the Trico sheet steel facility originally began operations in 1997. We anticipate that following completion of scheduled capital improvements, its annual capacity will be approximately 1.9 million tons, which will increase our total capacity for sheet production by approximately 30%. We estimate making capital expenditures of approximately $70 million for improvements in 2002. The Decatur facility is now regularly producing and shipping hot-rolled steel coils and pickled and oiled product for outside customers.

During 2001, we finished building and began operating a cold-rolling facility at our sheet mill in Berkeley County, South Carolina. This is our second cold-rolling facility at this mill, increasing its annual capacity of cold-rolled steel to 1.5 million tons from 750,000 tons.
During 2000, we finished building and began operating a second caster at our sheet mill in Berkeley County, South Carolina. This additional caster increased our annual capacity of hot-band steel at this mill to 2.4 million tons from 1.5million tons.
Structural Mills.    We operate two steel structural mills which are located in Blytheville, Arkansas and Berkeley County, South Carolina. We produce wide-flange steel beams, pilings and heavy structural steel products at these mills for sale to steel fabricators and distributors to be used in buildings, bridges and other construction applications. Both of these mills use a special casting method that produces a beam blank closer in shape to that of a finished beam than traditional methods. Combined annual capacity of these two mills is approximately 3.2 million tons.
In 1999, we finished building and began operating our structural beam mill in Berkeley County, South Carolina. In 1988, we and Yamato Kogyo, one of Japan’s major producers of wide-flange beams, completed construction of a structural beam mill in Blytheville, Arkansas. We own a 51% interest in Nucor-Yamato Steel Company, which owns and operates this mill. Our average construction cost for these two mills is approximately $270 per ton of annual steel-making capacity in 2001, which we believe is lower than the average construction cost of production capacity at integrated steel mills producing these same products.
Plate Mill.    We operate one steel plate mill in Hertford County, North Carolina. It produces steel plate used in our customers’ production of rail cars, ships, barges and refinery tanks. We finished building and began operating this mill in October 2000. This mill’s new, efficient production technology and our strong customer service focus has enabled us to successfully enter the market for steel plate. We will seek an increasing share of this market over the next several years. This mill has annual production capacity of 1.2 million tons and we produced approximately 522,000 tons in 2001.
Operation of Our Steel Manufacturing Mills
All of our steel manufacturing mills process scrap steel to produce our steel products, rather than melting iron ore with blast furnaces, as do integrated mills. We melt steel scrap in electric arc furnaces and pour it into continuous casting systems, producing billets and slabs. Highly sophisticated rolling mills convert the billets and slabs into angles, rounds, channels, flats, sheet, beams, plate and other products.
We produced a record 12.3 million tons of steel in 2001, a 9% increase from 11.3 million tons in 2000. Our annual production capacity has grown from 120,000 tons in 1970 to over 18 million tons in 2002, taking into account our recent acquisitions.
Scrap and scrap substitutes are the most significant element in our total cost of producing steel. The average cost of our steel scrap decreased to $101 per ton used in 2001 from $120 per ton used in 2000. Despite increased mini-mill production in recent years, the rise in availability and use of scrap substitutes helps to keep scrap costs from increasing significantly.
Steel mills consume large amounts of electricity and gas. However, because of the efficiency of our steel mills, we have limited our average energy costs to approximately 10% of our sales in at least the last three fiscal years. We believe that this is lower than the energy costs of integrated steel companies producing comparable products.

Markets for Our Manufactured Steel
We sold approximately 90% of our 2001 hot- and cold-rolled steel production to non-affiliated U.S. customers, and used the balance as the raw material for our fabrication operations. Steel sales to our customers in 2001 were a record 11.0 million tons, 13% higher than the 9.8 million tons in 2000.
We sell steel products produced by our bar mills and sheet mills primarily to manufacturers and steel service centers and the steel products of our structural and plate mills primarily to fabricators, manufacturers and steel service centers.
We use a simple, highly competitive pricing system that is less complicated than the traditional pricing structure used by many companies in the steel industry. For the bar and structural mills, we charge all customers in a region the same published price. For the more highly engineered steel produced by our sheet and plate mills, however, prices we charge vary due to the additional costs of accommodating customized and specialized products ordered by our customers.
Our Vulcraft Group
Our Vulcraft group is the nation’s largest producer of steel joists, joist girders and steel deck used in non-residential building construction. Steel joists, joist girders and steel decking are used extensively as part of the roof and floor support systems in buildings, including retail stores, shopping centers, warehouses, schools, churches, hospitals and, to a lesser extent, multi-story buildings and apartments. Building support systems using joists, joist girders and steel deck are frequently more economical than other systems. We sell these products to general contractors and steel fabricators across the United States. Steel fabricators design complex, highly-specialized load-bearing products and structures for use in the construction industry. Substantially all production is to order and minimal unsold inventories of finished products are maintained. All sales contracts are firm fixed-price contracts and are usually bid against other suppliers.
Sales of steel joists, joist girders and steel deck are significantly dependent on the non-residential building construction market. The decreased level of construction over the past two years has unfavorably impacted the number of non-residential buildings supplied by the Vulcraft group. Continued weakness in non-residential building construction would negatively affect the sales of steel joists, joist girders and steel deck and the earnings of Vulcraft.
Steel Joists and Joist Girders.    Our facilities located in Florence, South Carolina; Norfolk, Nebraska; Fort Payne, Alabama; Grapeland, Texas; St. Joe, Indiana; Brigham City, Utah; and Chemung, New York produce steel joists and joist girders. We sell these products through a bidding process. In 2001, our Vulcraft group submitted bids on an estimated 80% to 90% of the domestic buildings being constructed using steel joists and joist girders as part of their support systems and supplied an estimated 40% of total domestic sales of steel joists and joist girders. In 2001, our Vulcraft facilities produced 532,000 tons of steel joists and joist girders, a decrease of 13% from the 613,000 tons we produced in 2000 and a decrease of 14% from the 616,000 tons we produced in 1999. These facilities currently have an annual production capacity of 685,000 tons. In 2001, our Vulcraft group obtained approximately 92% of its steel requirements for joists and joist girders from our bar mills.
Steel Deck.    Our Vulcraft facilities in Florence, South Carolina; Norfolk, Nebraska; Fort Payne, Alabama; Grapeland, Texas; St. Joe, Indiana; and Chemung, New York produce steel deck. Steel deck is used in what we believe is the majority of buildings being constructed with steel joists and joist girders, so that we are often able to bid on steel deck when bidding on steel joists and joist girders. In 2001, our Vulcraft group supplied an estimated 30% of total domestic sales of steel deck. In 2001, our Vulcraft facilities produced 344,000 tons of steel deck, a decrease of 3% from the 353,000 tons we produced in 2000 and a decrease of 8% from the 375,000 tons we produced in 1999. These facilities currently have an annual production capacity of

400,000 tons. In 2001, our Vulcraft group obtained approximately 89% of its steel requirements for steel deck production from our sheet mills.
In 2000, we began construction on a Vulcraft facility in Chemung, New York. We began operations at this facility in the second half of 2001. This facility produces steel joists, joist girders and steel deck. The majority of the raw materials for this facility are supplied by our steel manufacturing mills in Auburn, New York and Crawfordsville, Indiana. Through the Chemung Vulcraft facility we have expanded our geographic market of our Vulcraft group into the Northeast.
Our Cold Finish Group
Our cold finish group produces cold-drawn and turned, ground and polished steel bars, in round, hexagon, flat and square shapes. These products are purchased by customers in various industries, including automotive, farm machinery, hydraulic, appliance, electric motor and service centers. Examples of these products include anchor bolts in basketball hoops and farm machinery, hydraulic cylinders, and shafting for air conditioner compressors, ceiling fan motors, garage door openers, electric motors and lawn mowers.
This group has facilities in Norfolk, Nebraska; Darlington, South Carolina; and Brigham City, Utah. We believe all three facilities to be among the most modern in the world, and they use in-line electronic testing to ensure outstanding quality. Our cold finish group obtains most of its steel requirements from our bar mills. In 2001, sales of cold-finished steel products were 203,000 tons, a decrease of 19% from 250,000 tons in 2000 and a decrease of 16% from 243,000 tons in 1999. The total capacity of these three facilities is approximately 350,000 tons per year. Based on our review of the AISI Annual Statistical Report published in July 2002, we estimate the total annual cold-finished steel product market for the years 1997 through 2000 to be more than 1.8 million tons. Our cold finish group anticipates opportunities for increases in sales and earnings during the next several years since we currently have less than 15% of the market.
Our Fastener Division
Our fastener division is located in St. Joe, Indiana and produces standard steel hexhead cap screws, hex bolts, socket head cap screws and structural bolts. Fasteners are used in a broad range of markets, including automotive, machine tools, farm implements, construction and military applications.
This operation is highly automated and we believe has fewer employees than comparable facilities of our competitors, enabling us to maintain highly competitive pricing in a domestic market currently dominated by foreign suppliers. The total capacity of this facility is approximately 75,000 tons, which we estimate to be approximately 20% of the total market for these products. This facility obtains much of its steel requirements from our bar mills.
Our Building Systems Group
Our building systems group manufactures metal buildings and steel framing systems for commercial, industrial, residential and municipal construction markets. It can customize complete metal buildings, ranging in size from approximately 500 square feet to more than one million square feet and can integrate other materials into these buildings such as glass, wood and masonry. This group sells its products through a builder distribution network that enables quick, customized solutions for building owners. Buildings that use our products include distribution centers, automobile dealerships, retail centers, schools, warehouses and manufacturing facilities.
Our building systems group operates at three facilities located in Waterloo, Indiana; Swansea, South Carolina; and Terrell, Texas. This group obtains a significant portion of its steel requirements from our bar

and sheet mills. Building systems sales in 2001 were approximately 65,000 tons, a decrease of 17% from the 78,500 tons we sold in 2000 and a decrease of 2% from 66,000 tons in 1999. This group currently has annual capacity of approximately 145,000 tons.
Nucon Steel Group
Our Nucon Steel group manufactures load-bearing light gauge steel framing systems for commercial, industrial and residential construction markets. We began this group with our acquisition of ITEC Steel, Inc., and its wholly owned subsidiary, Steel Truss and Frame Corp, in November 2001. These acquired facilities are located in Dallas, Georgia and Denton, Texas. Nucon Steel specializes in light gauge steel framing systems for the commercial and residential construction markets. As a leader in the emerging load-bearing light gauge steel framing industry, Nucon Steel provides us with an entry into this growing market. We plan to broaden Nucon Steel’s opportunities through geographic expansion and the introduction of new products.
Facilities
Our principal operating facilities are as follows:
Location

Approximate square footage of facilities

Principal Products

Blytheville-Hickman, Arkansas3,520,000Steel shapes, flat-rolled steel
Norfolk-Stanton, Nebraska2,390,000Steel shapes, joists, deck
Brigham City-Plymouth, Utah1,920,000Steel shapes, joists
Darlington-Florence, South Carolina1,660,000Steel shapes, joists, deck
Grapeland-Jewett-Terell, Texas1,510,000Steel shapes, joists, deck
Crawfordsville, Indiana1,790,000Flat-rolled steel
Berkeley, South Carolina1,900,000Flat-rolled steel, steel shapes
Auburn-Chemung, New York950,000Steel shapes, joists, deck
Hertford County, North Carolina1,000,000Steel plate
Decatur-Birmingham-Fort Payne, Alabama1,431,000Flat-rolled steel, steel shapes, joists, deck
Seattle, Washington736,000Steel shapes
Kankakee, Illinois400,000Steel shapes
Jackson, Mississippi323,000Steel shapes
We have additional operating facilities in St. Joe and Waterloo, Indiana; Terrell, Texas; Dallas, Georgia; and Swansea, South Carolina, all of which are engaged in the manufacture of steel products. The average utilization rate of all of our operating facilities was approximately 88% of production capacity for the first nine months of 2002 (prior to the acquisition of substantially all the assets of Birmingham Steel Corporation in December 2002), and approximately 87% of production capacity for the year ended December 31, 2001. Our average utilization rate may fluctuate considerably based on general economic and industry conditions. In connection with the Birmingham acquisition, we acquired a steel mill in Memphis, Tennessee that we are not currently operating, as well as a distribution center in Fort Lauderdale, Florida.
Environmental Matters
In late 2000, we agreed to a comprehensive consent decree with the EPA and several states that relates to a broad array of alleged past environmental violations at eight of our steel manufacturing mills and six of our Vulcraft facilities. In the course of negotiating the consent decree, we and the EPA actively attempted to identify and resolve every item of potential non-compliance under applicable environmental laws. The consent decree was approved and entered as a court order in July 2001. We paid the agreed upon $9 million

civil penalty in July 2001 and have agreed to spend another $4 million in performing supplemental environmental projects under the consent decree. We believe that entering into the consent decree has resolved all significant past liability arising under applicable environmental laws for past events occurring at those facilities. Pursuant to the consent decree, we agreed to investigate and clean up certain areas suspected of contamination, to make substantial investments in operating and environmental equipment over an eight-year period, and to install continuous emissions monitoring systems at each of our mills. The consent decree also involves implementation of a schedule for investigating releases of contaminants and performing environmental cleanups at our mills, and of best management practices for water pollution and waste materials handling. In addition, under the consent decree we agreed to test various pilot technologies intended to reduce nitrogen oxide emissions from a variety of facility sources, including certain air pollution control technologies on our electric arc furnaces and reheat furnaces and at our Vulcraft facilities, and to implement them if successful. We are working with the EPA to test these pilot technologies and implement appropriate methods to reduce these emissions, and are deemed to be in compliance with applicable standards so long as we are proceeding with the testing of these experimental technologies pursuant to the consent decree. We believe that we will have an industry leadership position in developing pilot technologies to satisfy increasingly stringent pollution control standards. In addition, we have found that certain of our pollution control efforts have contributed to identifying and implementing changes in our operations that have enhanced our manufacturing efficiency.
In 2000, we appointed an environmental general manager charged with the task of making our company a leader in environmental issues in our industry. As part of this effort, we have installed an environmental management system at each of our steel mills, with a separate environmental manager at each mill reporting directly to the general manager of the facility and to the environmental general manager at our corporate offices.

OUR EMPLOYEES, OFFICERS AND DIRECTORS
Our Employees
Our success comes from our approximately 10,000 employees. We have a simple, streamlined organizational structure to allow our employees to innovate and make quick decisions. Our management structure is highly decentralized, with most day-to-day operating decisions made by the division general managers and their staff. The organizational structure at a typical division is made up of only three management layers in addition to our hourly employees:
Ÿ
general manager,
Ÿ
department manager, and
Ÿ
supervisor/professional
We believe it is important for all of our employees to work together as a team. For example, the general managers at our facilities hold dinners at least annually with every employee in groups of 25 to 100. These meetings are designed to give employees a chance to discuss issues related to scheduling, equipment, organization and production in a “New England town meeting” format.
Employee relations at our company are based on four clear-cut principles:
Ÿ
Management is obligated to manage our company in a way so that employees will have the opportunity to earn according to their productivity;
Ÿ
Employees should be able to feel confident that if they do their jobs properly, they will have a job tomorrow. Since we started in the steel industry in 1968, we have never laid off any of our employees due to a slow down in our business;
Ÿ
Employees have the right to be treated fairly and must believe that they will be; and
Ÿ
Employees must have an avenue of appeal when they believe they are being treated unfairly.
By implementing these four basic principles within a simple organizational structure, we have been able to attract and retain highly talented, productive and loyal employees. We believe that our annual employee turnover is low, relative to our industry. None of our employees are represented by labor unions, and there have been no recent efforts by unions to seek to represent our employees. We believe that we have an excellent relationship with our employees, and that this relationship is critical to our continuing success.
Performance-Based Compensation
We provide employees with a performance-related compensation system that rewards goal-oriented individuals. Because of their productivity, we believe that employees working at our mills are on average among the highest paid in the steel industry. All of our employees participate in one of four basic compensation plans, each featuring incentives related to meeting specific goals and targets. In addition, all of our employees up to, but not including vice presidents, participate in our profit-sharing plan.
Production Incentive Plan.    Our hourly employees and supervisors are paid weekly bonuses based on the productivity of their work group. The rate is calculated based on the capabilities of the equipment employed, and no bonus is paid if the equipment is not operating. In general, the production incentive bonus can average from 80 to 150 percent of an employee’s base pay.
Department Manager Incentive Plan.    Department managers earn annual incentive bonuses based primarily on their respective division’s return on assets. These bonuses can be as much as 109 percent of a department manager’s base pay.

Professional and Clerical Bonus Plan.    This bonus is paid to employees that are not on the production or department manager plan and is based primarily on the division’s return on assets.
Senior Officers Incentive Plan.    Our senior officers do not participate in our profit-sharing plan or in any pension plan. Their base salaries are set lower than what we believe executives receive in comparable companies. The remainder of their compensation is based on our profitability, payable to senior officers partly in cash and partly in stock.
In addition to these established bonus plans, we have periodically issued an extraordinary bonus to all employees, except officers, in years of particularly strong performance. For example, in 2000, we paid an $800 extraordinary bonus to each employee, other than our senior officers.
Egalitarian Benefits
We take a more egalitarian approach to providing benefits to our employees. That is, the upper levels of management generally do not enjoy better insurance programs, vacation schedules, or holidays. In fact, certain benefits such as our profit-sharing, scholarship program, employee stock purchase plan, extraordinary bonus, and service awards program are not available to our senior officers. Senior officers do not enjoy perquisites we believe are common at other companies of our size, such as company cars, corporate jets, executive dining rooms, or executive parking places.
Our Board of Directors and Executive Officers
The following table sets forth information for the persons who are members of our board of directors or are our executive officers. The term of office for each executive officer expires after the completion of their three-year term or on the earlier of the appointment and qualification of a successor or that officer’s death, resignation, retirement, removal or disqualification.
Name

Age

Position

Peter C. Browning61Non-executive Chairman
Clayton C. Daley, Jr.50Director
Daniel R. DiMicco51Vice-Chairman, President and Chief Executive Officer
Harvey B. Gantt59Director
Victoria F. Haynes55Director
James D. Hlavacek58Director
Raymond J. Milchovich53Director
Terry S. Lisenby51Chief Financial Officer, Treasurer and Executive Vice President
John J. Ferriola50Executive Vice President
Hamilton Lott, Jr.53Executive Vice President
D. Michael Parrish50Executive Vice President
Joseph A. Rutkowski47Executive Vice President
Peter C. Browning—Mr. Browning has been a director of our company since 1999, and his term expires at the 2005 annual meeting. Since March 2002, Mr. Browning has been the Dean of the McColl Graduate School of Business located in Charlotte, North Carolina. From 1998 to 2000, Mr. Browning was the President and Chief Executive Officer, and from 1995 to 1998, the President and Chief Operating Officer, of Sonoco Products Company. Mr. Browning is also a director of Wachovia Corporation, EnPro Industries, Inc., Lowe’s Companies, Inc., The Phoenix Companies, Inc., Sykes Enterprises, Inc. and Acuity Brands, Inc.

Clayton C. Daley, Jr.—Mr. Daley has been a director of our company since 2001 and his term expires at the 2003 annual meeting. Mr. Daley has been the Chief Financial Officer of The Procter & Gamble Company since 1998. He also served The Proctor & Gamble Company from 1994 to 1998 as Vice President and Treasurer.
Daniel R. DiMicco—Mr. DiMicco has been a director of our company since 2000 and was elected as Vice Chairman in June 2001. Mr. DiMicco’s term as director expires at the 2004 annual meeting. Mr. DiMicco has served as our President and Chief Executive Officer since September 2000. Mr. DiMicco previously served as our Executive Vice President from 1999 to 2000 and Vice President from 1992 to 1999.
Harvey B. Gantt—Mr. Gantt has been a director of our company since 1999 and his term expires at the 2003 annual meeting. Mr. Gantt has been a Principal Partner of Gantt Huberman Architects, an architectural firm, since 1971. In 1983, Mr. Gantt was elected Mayor of Charlotte, North Carolina, and he served for two terms.
Victoria F. Haynes—Ms. Haynes has been a director of our company since 1999 and her term expires at the 2005 annual meeting. Ms. Haynes has been the President and Chief Executive Officer of the Research Triangle Institute since 1999. From 1992 to 1999, Ms. Haynes was the Vice President and Chief Technical Officer of The BF Goodrich Company. Ms. Haynes is also a director of The Lubrizol Corporation.
James D. Hlavacek—Mr. Hlavacek has been a director of our company since 1996. Mr. Hlavacek is the founder and managing director of Market Driven Management and since 1976, is chairman and Chief Executive Officer of the parent company, The Corporate Development Institute, Inc., a global management development and consulting corporation. Mr. Hlavacek’s term as director expires at the 2004 annual meeting.
Raymond J. Milchovich—Mr. Milchovich joined our board of directors in September 2002 and his term expires at the 2004 annual meeting. Mr. Milchovich has been the Chairman, President and Chief Executive Officer of Foster Wheeler Ltd. since late 2001. From 1980 to 2001, Mr. Milchovich held several positions at Kaiser Aluminum & Chemical Corporation. He served as Chairman, President and Chief Executive Officer of Kaiser Aluminum in 2001, President and Chief Executive Officer from 1999 to 2001, and President and Chief Operating Officer from 1997 to 1999.
Terry S. Lisenby—Mr. Lisenby has been Chief Financial Officer, Treasurer and Executive Vice President since January 2000. Mr. Lisenby previously served as our Vice President and Corporate Controller from 1991 to 1999. Mr. Lisenby began his career with us as Corporate Controller in 1985.
John J. Ferriola—Mr. Ferriola has been an Executive Vice President of our company since January 2002 and a Vice President from 1996 to 2001. He was General Manager of Nucor Steel, Crawfordsville, Indiana from 1998 to 2001; General Manager of Nucor Steel, Norfolk, Nebraska from 1995 to 1998; General Manager of Vulcraft, Grapeland, Texas in 1995; and Manager of Maintenance and Engineering at Nucor Steel, Jewett, Texas from 1992 to 1995.
Hamilton Lott, Jr.—Mr. Lott has been an Executive Vice President of our company since September 1999 and a Vice President from 1988 to 1999. He was General Manager of Vulcraft, Florence, South Carolina from 1993 to 1999; General Manager Vulcraft, Grapeland, Texas from 1987 to 1993; Sales Manager of Vulcraft, St. Joe, Indiana from January 1987 to May 1987 and Engineering Manager there from 1982 to 1986. Mr. Lott began his career with Nucor as Design Engineer at Vulcraft, Florence, South Carolina in 1975.
D. Michael Parrish—Mr. Parrish has been an Executive Vice President of our company since November 1998 and a Vice President from 1990 to 1998. He was General Manager of Nucor Steel, Hickman, Arkansas from 1995 to 1998; General Manager of Nucor Steel, Jewett, Texas from 1991 to 1995; General Manager of Vulcraft, Brigham City, Utah from 1989 to 1991; Production Manager of Vulcraft, Fort Payne, Alabama from

1986 to 1989; Engineering Manager of Vulcraft, Brigham City, Utah from 1981 to 1986; and Engineer at Vulcraft, Saint Joe, Indiana from 1975 to 1981.
Joseph A. Rutkowski—Mr. Rutkowski has been an Executive Vice President of our company since November 1998 and a Vice President from 1993 to 1998. He was General Manager of Nucor Steel, Hertford, North Carolina, from August 1998 to November 1998; General Manager of Nucor Steel, Darlington, South Carolina from 1992 to 1998; Manager of Melting and Casting of Nucor Steel, Plymouth, Utah from 1991 to 1992; and Manager of Nucor Cold Finish, Norfolk, Nebraska from 1989 to 1991.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables give information concerning the beneficial ownership of our common stock by all directors and senior officers (including all directors and officers as a group), as well as the identity of the owners of more than five percent of our outstanding common stock. The named senior officers include the chief executive officer and our other four highest-compensated senior officers whose cash compensation exceeded $100,000 for 2001. “Beneficial ownership” is determined in accordance with the rules of the SEC.
   
Common Stock Beneficially Owned as of October 31, 2002

 
   
Sole Voting and Investment Power

  
Shared Voting and Investment Power

  
Shares Subject to Options

  
Number of Shares

  
Percent Owned

 
Beneficial Owner

          
State Farm Mutual Automobile Insurance
Company (1)
  7,103,634  —    —    7,103,634  9.09%
Peter C. Browning  1,455  —    2,423  3,878  —   
Clayton C. Daley, Jr.  500  —    757  1,257  —   
Daniel R. DiMicco  26,116  —    31,803  57,919  0.07%
Harvey B. Gantt  800  —    1,615  2,415  —   
Victoria F. Haynes  767  —    1,615  2,382  —   
James D. Hlavacek  1,100  200  1,615  2,915  —   
Terry S. Lisenby  19,596  —    14,854  34,450  0.04%
Hamilton Lott, Jr.  19,352  —    23,776  43,128  0.06%
Raymond J. Milchovich  —    —    —    —    —   
D. Michael Parrish  24,233  —    24,568  48,801  0.06%
Joseph A. Rutkowski  21,598  170  21,803  43,571  0.06%
All directors and senior officers as a group
    (31 persons)
  431,379  20,945  411,481  863,805  1.10% 

(1)Based on a Schedule 13G/A filed with the SEC on February 7, 2002.

INDEBTEDNESS
The following table sets forth our consolidated indebtedness as of September 28, 2002 on (i) a historical basis, and (ii) on a pro forma as adjusted basis to reflect the initial sale of the old notes, as if that transaction had occurred on September 28, 2002.
   
September 28, 2002

   
Actual

  
Pro forma
as adjusted

Long-term debt (including current maturities):        
Industrial revenue bonds, 1.73% to 2.475%, variable, due from 2014 to 2033  $292,300,000  $292,300,000
Industrial revenue bonds, 5.75% to 8%, fixed, due from 2003 to 2023 (1)   77,250,000   77,250,000
Notes, 6%, due in 2009   175,000,000   175,000,000
Notes, 4.875%, due in 2012 (2)   —     350,000,000
Revolving credit facilities (3)   —     —  
   

  

Total indebtedness  $544,550,000  $894,550,000
   

  


(1)It is contemplated that, in early 2003, approximately $45 million aggregate principal amount of the fixed rate industrial revenue bonds will be redeemed and reissued in the form of new variable rate industrial revenue bonds in like principal amount. In addition, $16 million of the aggregate principal amount included in this table under “Long-term debt (including current maturities)” was called for redemption in late November 2002, and as a result will be reflected as current debt for the period ending December 31, 2002. See the section below entitled “Description of Material Indebtedness—Industrial Revenue Bonds”.
(2)Does not include original issue discount on the old notes.
(3)On October 4, 2002, we entered into a new revolving credit facility which replaced our old $248 million credit facilities and provides for up to $425 million in revolving loans. No borrowings were outstanding under our old credit facilities as of the date they were replaced, and no borrowings were outstanding under our new credit facility as of the date of this prospectus.

DESCRIPTION OF MATERIAL INDEBTEDNESS
New Revolving Credit Facility
On October 4, 2002, we entered into an unsecured revolving credit facility that provides for up to $425 million in revolving loans. Wachovia Securities, Inc. and Banc of America Securities LLC, initial purchasers of the old notes, served as co-lead arrangers and joint book managers for this new facility. Wachovia Bank, National Association, an affiliate of Wachovia Securities, Inc. acts as administrative agent for the credit facility. This credit facility consists of (i) a $125 million 364-day revolver with an option to permit us to convert amounts outstanding under this facility to a one-year term loan, and (ii) a $300 million five-year multi-currency revolver, a portion of which is available for the issuance of letters of credit and foreign currency borrowings. Borrowings under this credit facility bear interest at a base rate or LIBOR plus an applicable spread to be determined by reference to our senior unsecured debt ratings by Standard & Poor’s Ratings Services and Moody’s Investors Service. This credit facility includes customary financial and other covenants, including a limit on the ratio of funded debt to total capitalization of 50% and a limit on our ability to pledge our and our subsidiaries’ assets. The credit facility also contains customary events of default.
Our new credit facility replaced our old credit facilities, which included a group of banks and provided for an aggregate of up to $248 million of unsecured revolving loans that were scheduled to expire from 2003 through 2007. No borrowings were outstanding under our old credit facilities as of the date they were replaced, and no borrowings were outstanding under our new credit facility as of the date of this prospectus.

Industrial Revenue Bonds
We are the ultimate borrower of funds from various outstanding tax incentive financing and pollution control, industrial revenue, private activity or similar bonds, which we refer to generally as “industrial revenue bonds”. The industrial revenue bonds were issued to facilitate financing of the construction of or improvements to our steel mills. Because interest on industrial revenue bonds is generally exempt from federal income taxation, use of industrial revenue bonds has allowed us to borrow money at a lower rate than if we issued ordinary corporate debt. As of September 28, 2002, the outstanding amount of our indebtedness related to industrial revenue bonds was approximately $370 million. Indebtedness under our industrial revenue bonds is secured.
We currently have outstanding numerous industrial revenue bonds with variable interest rates and fixed interest rates ranging from 5.75% to 8.00%, and with maturities through 2033. The following table summarizes the maturity schedule of our outstanding industrial revenue bonds, including industrial revenue bonds that we assumed in connection with the acquisition of substantially all of the assets of Trico Steel, which we completed on July 22, 2002 for a purchase price of $117.7 million.
Year

    
Aggregate principal amount of variable rate industrial revenue bonds maturing

    
Aggregate principal amount of fixed rate industrial revenue bonds maturing

    
Total aggregate principal amount of industrial revenue bonds maturing

2003     —      $16,000,000    $16,000,000
2004     —       —       —  
2005     —       —       —  
2006     —       1,250,000     1,250,000
2007     —       —       —  
2008     —       —       —  
2009     —       5,400,000     5,400,00
2010     —       —       —  
2011     —       —       —  
2012     —       —       —  
2013     —       —       —  
2014    $3,300,000     —       3,300,000
2015     —       —       —  
2016     —       —       —  
2017     —       3,000,000     3,000,000
2018     —       —       —  
2019     —       —       —  
2020     —       —       —  
2021     —       34,400,000     34,400,000
2022     —       1,000,000     1,000,000
2023     —       16,200,000     16,200,000
2024     —       —       —  
2025     —       —       —  
2026     46,500,000     —       46,500,000
2027     61,000,000     —       61,000,000
2028     46,500,000     —       46,500,000
2029     25,000,000     —       25,000,000
2030     15,000,000     —       15,000,000
2031     25,000,000     —       25,000,000
2032     —       —       —  
2033     70,000,000     —       70,000,000
     

    

    

Total    $292,300,000    $77,250,000    $369,550,000
     

    

    

It is currently contemplated that, in early 2003, we will redeem some of the fixed rate bonds set forth above and reissue new variable rate industrial revenue bonds in like principal amounts. In connection with the redemption and reissuance, the maturities on some of those bonds may be extended by up to 12 years, and some of those bonds may be extinguished. The amount of those bonds on which maturities are expected to be extended or which are expected to be extinguished is contemplated to be approximately 10% and 4%, respectively, of the total aggregate principal amount of industrial revenue bonds reflected above. We expect that the near-term effect of the reissuance of variable rate bonds would be to reduce the amount of interest paid on the bonds.
6% Notes Due 2009
On January 12, 1999, we issued $175 million in aggregate principal amount of unsecured notes, which bear interest at a rate of 6% per annum, payable semi-annually in January and July of each year. The notes mature on January 1, 2009. At December 31, 2001, the aggregate outstanding principal balance under the notes was $175 million. We may prepay the notes, in whole or in part, at a redemption price equal to the greater of (i) the principal amount of the notes being prepaid or (ii) the sum of the present values of the remaining scheduled payments of principal and interest discounted to the redemption date in accordance with the agreement governing the notes, plus, in each case, accrued and unpaid interest to the date of prepayment. The agreement governing the notes subjects us to customary financial and other covenants and contains customary events of default.
On October 24, 2002, we entered into an interest rate swap agreement that effectively converts those notes from a fixed rate obligation to a variable rate obligation. The interest rate swap agreement has a notional amount of $175 million under which we pay a variable rate of interest and receive a fixed rate of interest over the term of the agreement without the exchange of the underlying notional amounts. The variable interest rate is the six month LIBOR rate in arrears plus 1.495%.

THIS EXCHANGE OFFER
Purpose and Effect of this Exchange Offer
The new notes to be issued in this exchange offer will be exchanged for the old notes that we issued on October 1, 2002. At that time, we issued $350 million of 4.875% notes due 2012. We issued the old notes in reliance upon an exemption from the registration requirements of the Securities Act. Concurrently, the initial purchasers of the old notes resold the old notes to investors believed to be “qualified institutional buyers” in reliance upon the exemption from registration provided by Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions in reliance upon the exemption provided by Rule 903 or 904 under Regulation S of the Securities Act.
In connection with the issuance of the old notes, we entered into an exchange and registration rights agreement with the initial purchasers pursuant to which we agreed:
Ÿ
to file with the SEC, on or prior to December 30, 2002, a registration statement under the Securities Act relating to the issuance of the new notes in an exchange offer and, upon the effectiveness of the registration statement, offer to you the opportunity to exchange your old notes for a like principal amount of registered notes that will be issued without a restrictive legend and, except as set forth below, generally may be reoffered and resold by you without registration under the Securities Act;
Ÿ
to use our reasonable best efforts to cause that registration statement to become effective under the Securities Act not later than March 30, 2003; and
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to issue and exchange the new notes for all old notes validly tendered and not validly withdrawn prior to the expiration of the exchange offer.
We have filed a copy of the exchange and registration rights agreement as an exhibit to the registration statement of which this prospectus is a part.
Based on interpretations by the staff of the SEC, as set forth in no-action letters issued The Company agreed to third parties, we believe that the new notes issued pursuant to this exchange offer may be offered for resale, resold or otherwise transferred by a holder under United States federal securities laws without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that:
Ÿ
the holder is acquiring the new notes in the ordinary course of business for investment purposes;
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the holder is not engaged in, does not intend to engage in and has no arrangement or understanding with any person to participate in the distribution of the new notes (within the meaning of the Securities Act);
Ÿ
the holder is not a broker-dealer who purchased the old notes directly from us for resale pursuant to Rule 144A or any other available exemption under the Securities Act; and
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the holder is not an “affiliate” of ours as defined in Rule 405 under the Securities Act.
If you wish to participate in this exchange offer, you must represent to us in the letter of transmittal or through the DTC’s Automated Tender Offer Program, or ATOP, that the conditions above have been met. However, we do not intend to request the SEC to consider, and the SEC has not considered, this exchange offer in the context of a no-action letter, and we cannot assure you that the staff of the SEC would make a similar determination with respect to this exchange offer. Therefore, if you transfer any new note delivered to you in this exchange offer without

delivering a prospectus meeting the requirements of the Securities Act or without an exemption from registration of your new notes from such requirements, you may incur liability under the Securities Act. We do not assume this liability or indemnify you against this liability, but we do not believe this liability would exist if the above conditions are met.
If any holder is an affiliate of ours, or is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the new notes to be acquired pursuant to the exchange offer, that holder:
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will not be able to rely on the applicable interpretations of the staff of the SEC;
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will not be able to tender the old notes in this exchange offer; and
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must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the new notes unless that sale or transfer is made pursuant to an exemption from those requirements.
Each broker-dealer that receives new notes foruse its own account in exchange for old notes, where the old notes were acquired by the broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution”.
Except as described above, this prospectus may not be used for an offer to resell, a resale or other transfer of new notes.
This exchange offer is not being made to, nor will we accept tenders for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance of it would not be in compliance with the securities or blue sky laws of that jurisdiction.
If you (i) will not, under applicable law, receive freely tradeable registered notes in the exchange offer, (ii) are not eligible to participate in the exchange offer, (iii) may not sell the registered notes to the public without delivering a prospectus and this prospectus is not appropriate or available for such resales, or (iv) are a broker-dealer that holds old notes that are a part of an unsold allotment from the original sale of the old notes, you can elect, by indicating on the letter of transmittal and providing certain additional necessary information, to have your old notes registered in a “shelf” registration statement on an appropriate form pursuant to Rule 415 under the Securities Act. If we are obligated to file a shelf registration statement, we will be requiredcommercially reasonable efforts to keep the shelf registration statement continuously effective until the earliest of (a) two years from the effective time of that registration statement or (b) the date on which all the notes registeredExisting Notes covered thereby cease to be registrable securities under the Registration Rights Agreement. The Company also agreed to use its commercially reasonable efforts to supplement or amend the shelf registration statement, are disposed in accordance with the related prospectus and any related free writing prospectus, if required, and to use its commercially reasonable efforts to cause any such amendment to become effective, if required, and such shelf registration statement. Other thanstatement, prospectus or free writing prospectus, as set forth in this paragraph, you will not have the rightcase may be, to require us to register your old notes under the Securities Act. See “ —Procedures for Tendering” below.
become usable as soon as thereafter practicable.

We will, in the event that a shelf registration statement is filed, among other things, provide to each holder for whom thewhose Existing Notes are registered under such shelf registration statement was filed copies of the prospectus whichthat is a part of thesuch shelf registration statement, notify each of those holderssuch holder and its counsel when, theamong other things, such shelf registration statement has become effective and take certain other actions as are required to permit unrestricted resales of the notes.Existing Notes. A holder selling notesthat sells Existing Notes pursuant to thea shelf registration statement generally wouldfor the Existing Notes will be (i) required to make certain representations to us (as described more fully in the Registration Rights Agreement), (ii) required to be named as a selling security holder of the Existing Notes in the related prospectus

and to deliver a prospectus to purchasers, will be(iii) subject to somecertain of the civil liability provisions under the Securities Act in connection with thosesuch sales and will be(iv) bound by the provisions of the registration rights agreement whichRegistration Rights Agreement that are applicable to thatsuch a holder (including certain indemnification obligations).

Under the registration rights agreement we will pay additional cash interest on the applicable notes, subject to some exceptions:
(1)    ifIf (i) the exchange offer registration statementof the New Notes for all Existing Notes validly tendered in accordance with the terms of the exchange offer is not declared effective by the SECcompleted on or prior to the 180th365th day after the datefirst issuance of the notes were issued,
(2)Existing Notes or, if the exchange offer is not consummated on or before the 225th day after the date the notes are issued,
(3)    if obligated to file thea shelf registration statement we fail to file the shelf registration statement with the SEC on or prior to the 30th day after the filing obligation arises,
(4)    if obligated to file the shelf registration statement, theis required, such shelf registration statement is not declared effective on or prior to the 120th180th day after the obligation to filelater of (1) the 365th day after the first issuance of the Existing Notes and (2) the date on which the Company receives a duly executed Shelf Request or (ii) if applicable, a shelf registration statement arises, or
(5)    after the exchange offer registration statement or thehas been declared effective and such shelf registration statement, as the case may be, is effective, that registration statement ceases to be effective or the prospectus contained therein ceases to be usable (subjectfor resales of registrable securities (1) on more than two occasions of at least 30 consecutive days during the required effectiveness period or (2) at any time in any 12-month period during the required effectiveness period and such failure to some exceptions);
(each of the eventsremain effective or be usable exists for more than 90 days (whether or not consecutive) in any 12-month period (each such event referred to in clauses (1) through (5) above is referred to as(i) and (ii), a “Registration Default”) from and including the date on which the Registration Default occurs to but excluding the date on which all Registration Defaults have been cured.
Additional interest will accrue at a rate of 0.25% per annum thereafter, which will increase to a rate of 0.50% per annum if the Registration Default is not cured within 90 days, until the applicable Registration Default has been cured. In the event that we cure the Registration Default, liquidated damages will no longer accrue and, therefore,, then the interest rate on the notes will revert to its original level. The additional interestExisting Notes will be in addition to any other interest payable from time to timeincreased by (a) 0.25% per annum for the first 90-day period beginning on the day immediately following such Registration Default and (b) an additional 0.25% per annum with respect to each subsequent 90-day period, in each case until and including the notes.
date such Registration Default ends, up to a maximum increase of 1.00% per annum. A Registration Default ends with respect to any Existing Notes when such Existing Notes cease to be registrable securities under the Registration Rights Agreement or, if earlier, (x) in the case of a Registration Default under clause (i) of the definition thereof, when the exchange offer is completed or when the shelf registration statement covering such registrable securities becomes effective or (y) in the case of a Registration Default under clause (ii) of the definition thereof, when the shelf registration statement again becomes effective or the applicable prospectus again becomes usable.

The form and terms of the New Notes are substantially identical in all material respects to the form and terms of the Existing Notes. The New Notes will be registered under the Securities Act. The Existing Notes are not registered under the Securities Act. As a result, the New Notes issued in the exchange offer will not bear legends restricting their transfer and will not contain the registration rights and provisions for the payment of additional interest contained in the Existing Notes. Upon the completion of the exchange offer, you will not be entitled to any payment of additional interest on your Existing Notes or any further registration rights under the Registration Rights Agreement except in limited circumstances. The exchange offer is not extended to holders of Existing Notes in any jurisdiction where the exchange offer does not comply with the applicable securities or blue sky laws of that jurisdiction.

In this section entitled “The Exchange Offer,” the term “holder” means any person whose Existing Notes are held of record by DTC or its nominee and who wants to deliver these Existing Notes by book-entry transfer at DTC.

Terms of the Exchange

Offer

We are offering to exchange up to $439,312,000 aggregate principal amount of our 2.979% Notes due 2055 that have been registered under the Securities Act for a like principal amount of our outstanding 2.979% Notes due 2055 that have not been registered under the Securities Act.

Upon the terms and subject to the conditions set forth in this prospectus and in the related letter of this exchange offer,transmittal, we will accept anyall Existing Notes validly tendered and all old notes validly tenderednot withdrawn prior to 5:00 p.m., New York City time, on the expiration date. The date of acceptance for exchange of the old notes, and completion of the exchange offer, is the exchange date, which will be the first business day following the expiration date (unlessExpiration Date, unless extended as described in this document).at our option. We will issue on or promptly after the exchange date, an aggregate$1,000 principal amount of up to $350 million of 4.875% notes due 2012New Notes in exchange for a likeeach $1,000 principal amount of old notes tendered and acceptedoutstanding Existing Notes we accept in connection with thisthe exchange offer. The new notes issued in connection with this exchange offer will be delivered on the earliest practicable date following the exchange date. HoldersYou may tender some or all of their old notes in connection with thisyour Existing Notes under the exchange offer but only in $1,000 incrementsat your option. The exchange offer is not conditioned on a minimum aggregate principal amount of principal amount.Existing Notes being tendered by the holders of the Existing Notes.

The form and terms of the new notesNew Notes are substantially identical in all material respects to the form and terms of the old notes,Existing Notes, except that that:

the new notes have beenNew Notes will be registered under the Securities Act and, are issued generally free from anythus, will not be subject to restrictions on transfer restrictions or any covenant regarding registration. The new notesbear legends restricting their transfer; and

the New Notes will not contain registration rights provisions and will not provide for the payment of additional interest for failure to comply with the Registration Rights Agreement.

After the completion of the exchange offer, if at all, the New Notes will evidence the same series of debt securities as the old notesExisting Notes and will be issued under, the same indenture and be entitled to the same benefits under that indenture as the old notes being exchanged. As of, the Indenture. Interest on the New Notes will accrue from the date interest on the Existing Notes was most recently paid. Accordingly, registered holders of this prospectus, $350 million in aggregate principal amountNew Notes on the record date for the first interest payment date following the completion of the old 4.875% notes due 2012 is outstanding.

exchange offer will receive interest accrued from the date it was most recently paid. However, if that record date occurs prior to the completion of the exchange offer, then the interest payable for the first interest payment date following the completion of the exchange offer will be paid to the registered holders of the Existing Notes on that record date.

In connection with the issuance of the old notes, we arranged for the old notes originally purchased by qualified institutional buyers and any old notes sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of The Depository Trust Company, or DTC, acting as depositary. Except as described under “Description of Notes-Exchange of Interests in Global Notes for Certificated Notes”, the new notes will be issued in the form of one or more global notes registered in the name of DTC or its nominee and each beneficial owner’s interest in the global notes will be transferable in book-entry form through DTC. See “Description of the Notes-Exchange of Interests in Global Notes for Certificated Notes”.
Holders of old notesexchange offer, you do not have any appraisal or dissenters’ rights in connection with this exchange offer. Old notes that are tendered but not accepted in connection with thisunder the General Corporation Law of the State of Delaware or the Indenture. We intend to conduct the exchange offer will remain outstandingin accordance with the Registration Rights Agreement and be entitled to the benefitsapplicable requirements of the indenture under which they were issued. However, some registrationExchange Act, and other rights under the exchangerules and registration rights agreement will terminate, and holdersregulations of the old notes generally will not be entitled to any registration rights under the exchange and registration rights agreement, subject to limited exceptions.
SEC.

We will be considereddeemed to have accepted validly tendered old notesExisting Notes for exchange when, as and if and when we have given written notice of our acceptance to the exchange agent.Exchange Agent. The exchange agentExchange Agent will act as agent for the tendering holders for the purposespurpose of receiving the new notesNew Notes from us.

If we do not accept any tendered old notes are not accepted for exchangeExisting Notes because of an invalid tender or for any other reason, the occurrence of certain other events described in this prospectus or otherwise, weExchange Agent will return the old notes,certificates for any unaccepted Existing Notes without expense to the tendering holder promptly after the Expiration Date.

Minimum Authorized Denominations

Existing Notes can be tendered only in principal amounts equal to the minimum authorized denomination of $2,000 and integral multiples of $1,000 in excess thereof. New Notes will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

Expiration Date; Amendments

The exchange offer will expire at 5:00 p.m., New York City time, onthe Expiration Date, unless extended at our option, in which case the term “Expiration Date” will mean the latest date to which the exchange offer is extended. If we determine to extend the exchange offer, we will notify the Exchange Agent of any extension and give each registered holder notice of the extension by means of a press release or other public announcement, which notice shall include the approximate number of Existing Notes tendered to date, before 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Date.

We reserve the right, in our sole discretion, to extend the exchange offer or to amend or terminate the exchange offer if any of the conditions described below under “—Conditions” have not been satisfied or waived by giving notice to the Exchange Agent of the extension, amendment or termination. Further, we reserve the right, in our sole discretion, to amend the terms of the exchange offer in any manner. We will, as promptly as possible afterpracticable, give written notice of any extension, amendment or termination of the expiration date.exchange offer to the holders of the Existing Notes.

The minimum period during which the exchange offer will remain open following material changes in the terms of the exchange offer or in the information concerning the exchange offer will depend upon the facts and circumstances of such changes, including the relative materiality of the changes.

Holders who tender old notes

Without limiting the manner in which we may choose to make a public announcement of any extension, amendment or termination of the exchange offer, we will not be requiredobligated to pay brokerage commissionspublish, advertise or fees or,otherwise communicate any announcement, other than by making a timely release to an appropriate news agency.

Procedures for Tendering Existing Notes

The tender by a holder of Existing Notes, as set forth below, and our acceptance of the Existing Notes will constitute a binding agreement between us and the holder in accordance with the terms and subject to the instructionsconditions set forth in this prospectus and in the related letter of transmittal, transfer taxes ontransmittal. A holder who wishes to tender Existing Notes in the exchange offer must do either of old notes in connection with this exchange offer. We will pay all charges and expenses, other than certain applicable taxes described below, in connection with this exchange offer. See “—Fees and Expenses” below.

Expiration Date; Extensions; Amendments
The expiration date for this exchange offer isthe following prior to 5:00 p.m., New York City time, on the Expiration Date:

if the Existing Notes are tendered under the book-entry transfer procedures described below under “—Book-Entry Transfers; Tender of Existing Notes Using DTC’s ATOP,” transmit to the Exchange Agent an agent’s message using DTC’s ATOP; or

if the holder does not elect to transmit an agent’s message through DTC’s ATOP, the holder must properly complete, sign and date the letter of transmittal, including all other documents required by the letter of transmittal; have the signature on the letter of transmittal guaranteed if the letter of transmittal so requires; and mail or deliver the letter of transmittal and other required documents to the Exchange Agent at the address listed on the back cover page of this prospectus.

In addition, prior to 5:00 p.m., 2003,New York City time, on the Expiration Date, the Exchange Agent must receive a timely confirmation of book-entry transfer of the Existing Notes into the Exchange Agent’s account at DTC under the procedures for book-entry transfers described below, along with either an agent’s message transmitted through ATOP or a properly completed, signed and dated letter of transmittal, or manually signed facsimile thereof, together with any signature guarantees and other documents required by the instructions in the letter of transmittal, and any other required documentation.

The term “agent’s message” means a message, transmitted by DTC and received by the Exchange Agent and forming part of the confirmation of a book-entry transfer, which states the aggregate principal amount of Existing Notes that have been tendered by such participant pursuant to the exchange offer, that DTC has received an express acknowledgment from a participant in DTC tendering Existing Notes, that such participant has received the letter of transmittal and agrees to be bound by the terms of the letter of transmittal, and that Nucor may enforce such agreement against the participant. Delivery of an agent’s message will also constitute an acknowledgment from the tendering DTC participant that the representations, warranties and agreements set forth in the letter of transmittal are true and correct.

Only a registered holder of the Existing Notes may tender the Existing Notes in the exchange offer. Delivery of Existing Notes will be deemed made, and the risk of loss of the Existing Notes will pass to the Exchange Agent, only when the agent’s message is actually received by the Exchange Agent. The method of delivery of the letter of transmittal and all other required documents to the Exchange Agent is at the holder’s election and risk. Rather than mail any of these items, Nucor recommends that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the Exchange Agent by the Expiration Date. Holders should not send the letter of transmittal to us, the Trustee or DTC.

If a letter of transmittal is completed, signatures on a letter of transmittal or a notice of withdrawal, as the case may be, must be guaranteed by an “Eligible Guarantor Institution” within the meaning of Rule 17Ad-15 under the Exchange Act, unless extended the Existing Notes surrendered for exchange are tendered:

by a registered holder (or a participant in DTC whose name appears on a security position report listing as the holder of Existing Notes) who has not completed the box labeled “Special Issuance and Payment Instructions” or “Special Delivery Instructions” in the letter of transmittal; or

for the account of an Eligible Guarantor Institution.

If the letter of transmittal is signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing. Unless we waive this requirement, they should also submit evidence satisfactory to us of their authority to deliver the letter of transmittal.

Any beneficial owner of Existing Notes who is not a holder of such Existing Notes must arrange with the person who is the holder or such holder’s assignee or nominee to execute and deliver the letter of transmittal on behalf of such beneficial owner. Each of the foregoing may take considerable time. We will determine in our sole discretion all questions as to the validity, form, eligibility (including time of receipt), acceptance and withdrawal of Existing Notes tendered for exchange. Our determination will be final and binding on all parties. We reserve the absolute right to decline to accept any and all tenders of Existing Notes not validly tendered or any Existing Notes our acceptance for exchange of which may, in whichthe opinion of our counsel, be unlawful. We also reserve the absolute right to waive any defects, irregularities or conditions of tenders as to any particular Existing Notes, whether or not similar defects, irregularities or conditions are waived in the case of other tendered Existing Notes. Our interpretation of the term “expiration date” forterms and conditions of the exchange offer, shall meanincluding the latest dateinstructions in the letter of transmittal, will be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Existing Notes must be cured within the time period we determine. Neither we, the Exchange Agent nor any other person has any duty to whichgive notification of defects or irregularities with respect to tenders of Existing Notes. In addition, neither we, the Exchange Agent nor any other person will incur any liability for failure to give you notification of defects or irregularities with respect to tenders of your Existing Notes.

By tendering, you will represent to us that, among other things:

any New Notes to be received by you in the exchange offer is extended.

We reservewill be acquired in the right, in our sole discretion:ordinary course of your business;

Ÿ
to delay accepting any old notes;
Ÿ
to extend this exchange offer;
Ÿ
to amend

at the time of the commencement of the terms of this exchange offer in any manner; and

Ÿ
to terminate this exchange offer.
If we amend this exchange offer, you are not participating, and have no arrangement or understanding with any person to participate, in a mannerdistribution (within the meaning of the Securities Act) of the New Notes in violation of the provisions of the Securities Act;

you are not an “affiliate” (as defined in Rule 405 under the Securities Act) of Nucor;

if you are not a broker-dealer, that we consider material, weyou are not engaged in, and do not intend to engage in, a distribution of the New Notes; and

if you are a Participating Broker-Dealer that will disclosereceive New Notes for your own account in exchange for Existing Notes that were acquired as a result of market-making activities or other trading activities, then you will deliver, or, to the amendmentextent permitted by means ofapplicable law, make available to purchasers, a prospectus supplement, and we will extend thismeeting the requirements of the Securities Act in connection with any resale of such New Notes.

If you or the person receiving your New Notes is an “affiliate” (as defined in Rule 405 under the Securities Act) of Nucor, or intends to participate in the exchange offer for a periodthe purpose of fivedistributing the New Notes, then you or the person receiving your New Notes (i) will not be able to ten business days.

If we determinerely on the interpretation by the staff of the Commission set forth in the no-action letters of the Commission’s staff, (ii) will not be able to make a public announcementtender Existing Notes in the exchange offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any delay, extension, amendmentsale or terminationtransfer of thisthe Existing Notes, unless such sale or transfer is made pursuant to an exemption from such requirements.

Acceptance of Existing Notes for Exchange; Delivery of New Notes

For purposes of the exchange offer, we will do so by makingbe deemed to have accepted validly tendered Existing Notes for exchange when, as and if we have given notice of our acceptance to the Exchange Agent. For each Existing Note accepted for exchange, you will receive, promptly after the Expiration Date, a timely press releaseNew Note having a principal amount equal to that of the surrendered Existing Note.

Guaranteed Delivery Procedures for Tendering Existing Notes

No guaranteed delivery procedures are being offered in connection with the exchange offer. Any holder must effect valid tenders of its Existing Notes at or other public announcement.

prior to the Expiration Date in order to be eligible to receive New Notes.

Interest onBook-Entry Transfers; Tender of Existing Notes Using DTC’s ATOP

All of the NewExisting Notes

Interest on are held in book-entry form through the new notesfacilities of DTC. We expect that the Exchange Agent will accrue at the rate of 4.875% per annum from the most recent date to which interest on the old notes has been paid or, if no interest has been paid, frommake a request promptly after the date of this prospectus to establish accounts with respect to the issuanceExisting Notes at DTC for the purpose of facilitating the exchange offer. Subject to the establishment of the old notes. Interestaccounts, any financial institution that is a participant in DTC’s system may tender Existing Notes in the exchange offer through book-entry delivery of such Existing Notes by causing DTC to transfer the Existing Notes into the Exchange Agent’s account in accordance with DTC’s procedures for such transfer.

If you desire to tender Existing Notes held in book-entry form with DTC, the Exchange Agent must receive, by the Expiration Date:

a confirmation of book-entry transfer of your Existing Notes into the Exchange Agent’s account at DTC, and either:

a properly completed, signed and dated letter of transmittal, or manually signed facsimile thereof, together with any signature guarantees and other documents required by the instructions in the letter of transmittal; or

an agent’s message transmitted through ATOP; and

any other required documentation.

DTC participants may electronically transmit their acceptance of the exchange offer by complying with DTC’s ATOP procedures. If a DTC participant participates in the exchange offer using ATOP, and also causes the transfer of book-entry Existing Notes to the Exchange Agent’s account as described above, DTC is expected to send a book-entry confirmation, including an agent’s message, to the Exchange Agent. If you use ATOP procedures to tender Existing Notes, you will not be required to deliver a letter of transmittal to the Exchange Agent, but you will be payable semiannuallybound by its terms just as if you had signed it and be deemed to have made all the representations, warranties and agreements therein.

Withdrawal of Tenders

Tenders of Existing Notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the Expiration Date. To withdraw a tender of Existing Notes in arrearsconnection with the exchange offer, a written notice of withdrawal must be received by the Exchange Agent at its address set forth herein prior to 5:00 p.m., New York City time, on April 1the Expiration Date. Any such notice of withdrawal must:

specify the name of the person who deposited the Existing Notes to be withdrawn;

identify the Existing Notes to be withdrawn (including the certificate number(s), if any, and October 1, commencingprincipal amount of such Existing Notes);

be signed by the depositor in the same manner as the original signature on April 1, 2003. Holders whose old notesthe letter of transmittal by which such Existing Notes were tendered (including any required signature guarantees) or be accompanied by documents of transfer sufficient to have the Trustee register the transfer of such Existing Notes into the name of the person withdrawing the tender; and

specify the name in which any such Existing Notes are to be registered, if different from that of the depositor.

If Existing Notes have been tendered pursuant to the procedures for book-entry transfer, any notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn Existing Notes or otherwise comply with DTC’s procedures.

We will determine in our sole discretion all questions as to the validity, form and eligibility (including time of receipt) of such withdrawal notices and our determination will be final and binding on all parties. Any Existing Notes so withdrawn will be considered not to have been validly tendered for purposes of the exchange offer, and no New Notes will be issued unless the Existing Notes withdrawn are validly re-tendered. Any Existing Notes which have been tendered but which are withdrawn or which are not accepted for exchange will be deemedreturned to have waived the rightholder without cost to receivesuch holder promptly after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn Existing Notes may be re-tendered by following one of the procedures described above under “—Procedures for Tendering Existing Notes” at any interest accrued ontime prior to the old notes.

Expiration Date.

Conditions to this Exchange Offer

Despite

Notwithstanding any other term of thisthe exchange offer, we will not be required to accept Existing Notes for exchange any old notes and may terminate thisif:

the exchange offer as provided in this prospectus beforewould violate any applicable law, regulation or interpretation by the acceptancestaff of the old notes, if:SEC; or

any action or proceeding has been instituted or threatened in any court or by or before any governmental agency relating to the exchange offer which, in our judgment, could reasonably be expected to impair our ability to proceed with the exchange offer.

Ÿ
any action or proceeding is instituted or threatened in any court or by or before any governmental agency relating to this exchange offer that, in our reasonable judgment, might materially impair our ability to proceed with this exchange offer or materially impair the contemplated benefits of this exchange offer to us, or any material adverse development has occurred in any existing action or proceeding relating to us or any of our subsidiaries;
Ÿ
any change, or any development involving a prospective change, in our business or financial affairs or those of any of our subsidiaries has occurred that, in our reasonable judgment, might materially impair our ability to proceed with this exchange offer or materially impair the contemplated benefits of this exchange offer to us;
Ÿ
any law, statute, rule or regulation is proposed, adopted or enacted, that in our reasonable judgment might materially impair our ability to proceed with this exchange offer or materially impair the contemplated benefits of this exchange offer to us;
Ÿ
any governmental approval has not been obtained, which approval we, in our reasonable discretion, consider necessary for the completion of this exchange offer as contemplated by this prospectus; or
Ÿ
the exchange offer violates any applicable law or any applicable interpretation of the staff of the SEC.

The conditions listed above are for our sole benefit and we may be asserted by usassert them regardless of the circumstances giving rise to any of these conditions,condition, subject to applicable law. We may waive these conditions in our sole discretion in whole or in part at any time and from time to time.time prior to the expiration of the exchange offer. If we waive a condition, we may be required, in order to comply with applicable securities laws, to extend the expiration dateExpiration Date of the exchange offer. The failure by usIf we fail at any time to exercise any of the above rights, shallthe failure will not be considereddeemed a waiver of thesethose rights, and thesethose rights shallwill be considereddeemed ongoing rights thatwhich may be asserted at any time and from time to time.

In addition,time prior to the expiration of the exchange offer; provided, however, that if we decide to waive a condition, we will not accept for exchange any old notes tendered, and no registered notes will be issuedannounce such decision in exchange for any of those old notes, if at the time the old notes are tendered any stop order is threatened by the SEC or in effect with respecta manner reasonably calculated to the registration statement of which this prospectus is a part or the qualificationinform holders of the indenture underExisting Notes of such waiver.

Exchange Agent and Information Agent

D.F. King & Co., Inc. has been appointed as the Trust Indenture Act.

The exchange offer is not conditioned on any minimum principal amount of old notes being tendered for exchange.
If we determine in our reasonable discretion that any of the conditions are not satisfied with respect to tenders of old notes, we may:
Ÿ
refuse to accept any old notes and return all tendered old notes to the tendering holders;

Ÿ
extend this exchange offer and retain all old notes tendered before the expiration of this exchange offer, subject, however, to the rights of holders to withdraw those old notes (See “—Withdrawal of Tenders” below); or
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waive unsatisfied conditions relating to the exchange offer and accept all properly tendered old notes which have not been withdrawn.
Procedures for Tendering
The old notes were issued as global securities in fully registered form without interest coupons. Beneficial interests in the global securities, held by direct or indirect participants in DTC, are shown on, and transfers of these interests are effected only through, records maintained in book-entry form by DTC with respect to its participants.
Unless the tender is made in book-entry form, to tender old notes in this exchange offer, a holder must:
Ÿ
complete, sign and date the appropriate letter of transmittal, or a facsimile of it;
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have the signatures guaranteed if required by the relevant letter of transmittal; and
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mail or otherwise deliver the letter of transmittal or the facsimile, the old notes and any other required documents to the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.
The blue letter of transmittal must be used to tender old notes.
Any institution that is a participant in DTC’s Book-Entry Transfer Facility system may make book-entry delivery of the old notes through DTC’s ATOP. ATOP enables a custodial entity,Exchange Agent and the beneficial owner on whose behalfInformation Agent for the custodial entity is acting, to electronically agree to be bound by the letterexchange offer. A copy of transmittal. A letter of transmittal need not accompany tenders offered through ATOP.
The tender by a holder of old notes will constitute an agreement between us and the holder in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal.
The method of delivery of old notes and the letter of transmittal and all other required documents tocorrespondence in connection with the exchange agent is at the election and risk of the holders. Instead of delivery by mail, we recommend that holders use an overnight or hand delivery service. In all cases, holders should allow sufficient time to assure delivery to the exchange agent before the expiration date. No letter of transmittal or old notesoffer should be sent to us. Holders may request their brokers, dealers, commercial banks, trust companies or nominees to effect the tenders for them.
Anydelivered by each holder, or a beneficial owner whose old notes are registered in the name of aowner’s broker, dealer, commercial bank, trust company or other nominee, and who wishes to tender its old notes should contact the registered holder promptly and instruct the registered holder to tender on behalf of the beneficial owner. If the beneficial owner wishes to tender on that owner’s own behalf, the owner must, prior to completing and executing the appropriate letter of transmittal and delivery of the owner’s old notes, either make appropriate arrangements to register ownership of the old notes in the owner’s name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take a considerable period of time.

Signatures on a letter of transmittal or a notice of withdrawal must be guaranteed by an eligible guarantor institution as defined in Rule 17A(d)-15 under the Securities Exchange Act of 1934, as amended, unless the old notes are tendered:
Ÿ
by a registered holder who has not completed the box entitled “Special Issuance Instructions” or “Special Delivery Instructions” on the letter of transmittal; or
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for the account of an “eligible guarantor institution”.
If the letter of transmittal is signed by a person other than the registered holder of the old notes, the old notes must be endorsed by the registered holder or accompanied by a properly completed bond power, in each case signed or endorsed in blank by the registered holder.
If the letter of transmittal or any old notes or bond powers are signed or endorsed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, these persons should so indicate when signing and, unless the requirement is waived by us, submit evidence satisfactory to us of their authority to act in that capacity with the letter of transmittal.
We will determine all questions asdirectly to the validity, form, eligibility (including time of receipt) and acceptance and withdrawal of tendered old notes in our sole discretion. This determination will be final and binding. We reserveExchange Agent at the absolute right to reject any and all old notes not properly tendered or any old notes whose acceptance by us would, inaddress listed on the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to any particular old notes either before or after the expiration date. Our interpretation of the terms and conditionsback cover page of this exchange offer (including the instructions in the letter of transmittal) will be final and binding on all parties. Unless waived, any defectsprospectus. Questions or irregularities in connection with tenders of old notes must be cured within a time period determined by us.
Although we intendrequests for assistance related to request the exchange agent to notify holders of defects or irregularities relating to tenders of old notes, none of we, the exchange agent nor any other person has any duty to give this notice or will incur any liability for failure to give this notice. Tenders of old notes will not be considered to have been made until such defects or irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the defects or irregularities have not been cured or waived will be returned by the exchange agent to the tendering holders, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.
In addition, we reserve the right to:
Ÿ
purchase or make offers for, or offer registered notes for, any old notes that remain outstanding subsequent to the expiration of the exchange offer;
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in our sole discretion as set forth above under the caption “— Conditions to this Exchange Offer”, terminate the exchange offer; and
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to the extent permitted by applicable law, purchase notes in the open market, in privately negotiated transactions or otherwise.
The terms of any of these purchases or offers could differ from the terms of the exchange offer.
By tendering old notes, each holder represents to us, among other things, that:
Ÿ
the new notes acquired in the exchange offer are being obtained in the ordinary course of business for investment purposes of the person receiving the new notes, whether or not such person is the holder;

Ÿ
neither the holder nor any such other person has an arrangement or understanding with any person to participate in the distribution of the new notes; and
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neither the holder nor any other such person is our “affiliate” as defined in Rule 405 under the Securities Act.
If the holder is a broker-dealer that will receive new notes for its own account in exchange for old notes, it will acknowledge that it acquired the old notes as the result of market-making activities or other trading activities and it will deliver a prospectus in connection with any resale of the new notes. See “Plan of Distribution”.
Guaranteed Delivery Procedures
A holder who wishes to tender its old notes and:
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whose old notes are not immediately available;
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who cannot deliver the holder’s old notes, the letter of transmittal or any other required documents to the exchange agent prior to the expiration date; or
Ÿ
who cannot complete the procedures for book-entry transfer before the expiration date may effect a tender if:
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the tender is made through an eligible guarantor institution;
Ÿ
before the expiration date, the exchange agent receives from the eligible guarantor institution:
(1)a properly completed and duly executed notice of guaranteed delivery by facsimile transmission, mail or hand delivery,
(2)the name and address of the holder, and
(3)the certificate number(s) of the old notes and the principal amount of old notes tendered, stating that the tender is being made and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, the appropriate letter of transmittal and the certificates representing the old notes (or a confirmation of book-entry transfer), and any other documents required by the letter of transmittal will be deposited by the eligible guarantor institution with the exchange agent; and
Ÿ
the exchange agent receives, within three New York Stock Exchange trading days after the expiration date, a properly completed and executed letter of transmittal or facsimile, as well as the certificate(s) representing all tendered old notes in proper form for transfer or a confirmation of book-entry transfer, and all other documents required by the letter of transmittal.
Withdrawal of Tenders
Except as otherwise provided in this prospectus, tenders of old notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.
To withdraw a tender of old notes, a written or facsimile transmission notice of withdrawal must be received by the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date. Any notice of withdrawal must:
Ÿ
specify the name of the person who deposited the old notes to be withdrawn;
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identify the old notes to be withdrawn, including the certificate number or numbers and principal amount of the old notes;

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be signed by the depositor in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees, or be accompanied by documents of transfer sufficient to have the trustee register the transfer of the old notes into the name of the person withdrawing the tender; and
Ÿ
specify the name in which any old notes are to be registered, if different from that of the depositor.
We will determine all questions as to the validity, form and eligibility (including time of receipt) of withdrawal notices. Any old notes so withdrawn will be considered not to have been validly tendered for purposes of the exchange offer and no new notes will be issued in exchange for these old notes unless the old notes withdrawn are validly re-tendered. Any old notes that have been tendered but are not accepted for exchange or are withdrawn will be returned to the holder without cost to such holder as soon as practicable after withdrawal, rejection of tender or termination of the exchange offer. Properly withdrawn old notes may be re-tendered by following one of the procedures described above under the caption “—Procedures for Tendering” at any time prior to the expiration date.
Exchange Agent
The Bank of New York has been appointed as exchange agent in connection with this exchange offer. Questions and requests for assistance, requests for additional copies of this prospectus or ofand the related letter of transmittal should be directed to the Exchange Agent and the Information Agent at the address and telephone numbers listed on the back cover page of this prospectus. Holders of Existing Notes who are the beneficial owner but not the registered owner of the Existing Notes may also contact their broker, dealer, commercial bank, trust company or other nominee for assistance concerning the exchange agent, atoffer. We will pay the Exchange Agent and the Information Agent reasonable and customary fees for its offices at The Bankservices and will reimburse it for its reasonable out-of-pocket expenses.

Delivery of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay Street -7 East, New York, N. Y. 10286, Attention: Kin Lau. The exchange agent’s telephone number is (212) 815-3750 andthe letter of transmittal to an address other than that of the Exchange Agent above or transmission via facsimile number is (212) 298-1915.other than as listed on the back cover page of this prospectus will not constitute a valid delivery of the letter of transmittal. Originals of all documents sent by facsimile should be sent promptly by registered or certified mail, by hand or by overnight delivery service.

Fees and Expenses

We will bear the expenses of the exchange offer. We will not make any paymentpayments to brokers, dealers or others soliciting acceptances of thisthe exchange offer. WeThe principal solicitation is being made by electronic communications; however, additional solicitations may be made by e-mail, mail, facsimile transmission, telephone or in person by the Information Agent or by our officers and other employees. You will pay some other expenses tonot be incurred in connection with this exchange offer, including the fees and expenses ofcharged a service fee for the exchange agent as well as accounting and legal fees.

Holders who tender their old notes for exchangeof your Existing Notes, but we may require you to pay any transfer or similar government taxes in certain circumstances.

Transfer Taxes

You will not be obligated to pay transfer taxes. If, however:

Ÿ
new notes and/or substitute old notes not exchanged are to be delivered to, or issued in the name of, any person other than the registered holder of the old notes tendered;
Ÿ
tendered old notes are registered in the name of any person other than the person signing the letter of transmittal; or
Ÿ
a transfer tax is imposed for any reason other than the exchange of old notes in connection with this exchange offer,
then the amount of any transfer taxes, whether imposed onunless you instruct us to register New Notes in the name of, or request that Existing Notes not tendered or not accepted in the exchange offer be returned to, a person other than the registered holdertendering holder.

Consequences of Failure to Exchange Existing Notes

If you are eligible to participate in the exchange offer but do not tender your Existing Notes, you will no longer be able to require us to register the Existing Notes under the Securities Act, except in limited circumstances provided in the Registration Rights Agreement, or be entitled to receive any other persons,payments of additional interest under the Registration Rights Agreement. Your Existing Notes will continue to be payable bysubject to restrictions on transfer. Accordingly, you may resell the tendering holder. If satisfactory evidence of payment of these taxes orExisting Notes that are not exchanged only if registered pursuant to the Securities Act, if any exemption from themregistration is available, or if such registration is not submitted withrequired by law. We do not intend to register the letter of transmittal,Existing Notes under the amount of these transfer taxes will be billed directly to the tendering holder.

Securities Act.

Accounting Treatment

The new notesNew Notes will be recorded at the same carrying value as the old notes as reflected in our accounting records on the date of the exchange.Existing Notes. Accordingly, we will not recognize any gain or loss on the exchange for accounting purposes uponpurposes.

Regulatory Approvals

We do not believe that the completionreceipt of thisany material federal or state regulatory approval will be necessary in connection with the exchange offer.offer, other than the declaration of the effectiveness of the exchange offer registration statement under the Securities Act by the Commission.

Consequences

USE OF PROCEEDS

The exchange offer is intended to satisfy our obligations under the Registration Rights Agreement. We will not receive any proceeds from the issuance of Failing to Properly Tender Oldthe New Notes in the Exchange Offer

Issuance ofexchange offer. In consideration for issuing the new notesNew Notes as contemplated by this prospectus, we will receive Existing Notes in a like principal amount. Existing Notes surrendered in exchange for the old notes under this exchange offerNew Notes will be made only after timely receipt byretired and cancelled and will not be reissued. Accordingly, the exchange agentissuance of the old notes, a properly completed and duly executed letter of transmittal and all other required documents. Therefore, holders desiring to tender old notesNew Notes will not result in exchange for new notes should allow sufficient time to ensure timely delivery. We are under no duty to give notification of defects or irregularities to tenders of old notes. Old notesany change in our outstanding indebtedness.

DESCRIPTION OF THE NEW NOTES

The 2.979% Notes due 2055 (“New Notes”) that are not tendered or that are tendered but not accepted by us will, following completion of this exchange offer, continue to be subject to the existing restrictions upon transferhave been registered under the Securities Act and, upon completion of this exchange offer, certain registration rights under the exchange and registration rights agreement1933, as amended (the “Securities Act”), will terminate.

In the event the exchange offer is completed, we generally will not be required to register the remaining old notes, subject to limited exceptions. Remaining old notes will continue to be subject to the following restrictions on transfer:
Ÿ
the remaining old notes may be resold only if registered pursuant to the Securities Act, if any exemption from registration is available, or if neither registration nor an exemption is required by law, and
Ÿ
the remaining old notes will bear a legend restricting transfer in the absence of registration or an exemption.
We do not plan to register the remaining old notes under the Securities Act. To the extent that old notes are tendered and accepted in connection with this exchange offer, any trading market for remaining old notes could be adversely affected.

DESCRIPTION OF NOTES
The new notes are to be issued under an indenture, dated as of January 12, 1999, between us and The Bank of New York,August 19, 2014, as trustee, as modifiedamended or supplemented by a first supplemental indenture, dated as of October 1, 2002April 26, 2018, a second supplemental indenture, dated as of May 22, 2020, and a third supplemental indenture, dated as of December 7, 2020, in each case, between usthe Company and U.S. Bank National Association, as trustee (the “Trustee”) (together, the trustee.“Indenture”). The form and termsoutstanding 2.979% Notes due 2055 (“Existing Notes”) were issued under the Indenture in transactions that were exempt from, or not subject to, the registration requirements under the Securities Act.

The following description is only a summary of the new notes will be identical in all material respects to the form and terms of the old notes, except that:

Ÿ
the new notes will bear a different CUSIP number from the old notes;
Ÿ
the issuance of the new notes will be registered under the Securities Act and accordingly, the new notes will not bear legends restricting their transfer; and
Ÿ
holders of the new notes will not be entitled to certain rights of holders of old notes under the exchange and registration rights agreement, including the provisions of that agreement which provide for an increase in the interest rate of the old notes in some circumstances relating to the timing of this exchange offer, which rights will terminate when this exchange offer is consummated.
The new notes will evidence the same debt as the old notes. Upon issuance of the new notes, the indenture will be subject to and governed by the Trust Indenture Act of 1939, as amended.
The following summary of certain provisions of the indentureNew Notes and the Indenture. The following description does not purport to be complete, and is subject to, and is qualified in its entirety by reference to, all of the provisions of the indenture, includingNew Notes and the definitions therein of certain terms. A copyIndenture. We urge you to read the Indenture and the form of the indenture is availableNew Notes, which you may obtain from us upon request.
General
In this description, all references to “Nucor,” the “Company,” “we,” “us” and “our” refer only to Nucor Corporation and not to any of its subsidiaries.

The new notesterms of the New Notes are substantially identical in all material respects to the terms of the Existing Notes, except that the New Notes are registered under the Securities Act, and the transfer restrictions, registration rights and payment of additional interest in case of non-registration applicable to the Existing Notes do not apply to the New Notes.

General

The New Notes will represent a series of debt securities to be issued under the indenture and will be governed by all of the applicable terms and covenants contained in the indenture.Indenture. The indentureIndenture does not limit the aggregate principal amount of debt securities (referred to as the “debt securities”) which may be issued thereunder.

The original principal amount of New Notes issuable in the exchange offer is $439,312,000, which is the aggregate principal amount of all outstanding Existing Notes as of the date of this prospectus. The New Notes will be issued in fully registered book-entry form and in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

After issuance of the new notes,New Notes, we may reopen this series of notes and issue additional notes from the same series of notes issued in connection with this exchange offer by board resolution without your consent and without notifying you. Any such additional notesNew Notes will have the same ranking, interest rate, maturity date, redemption rights and other terms as the New Notes (except the public offering price, date of issuance and, if applicable, series of notes issuedthe initial interest payment date) offered pursuant to this prospectus. Any such additional notes,New Notes, together with the applicable seriesExisting Notes outstanding after the completion of notesthe exchange offer and the New Notes offered by this prospectus,hereby, will be consolidated with and constitute a single series of debt securities under the indenture.

Indenture.

The new notesNew Notes will maturenot have the benefit of a sinking fund.

The covenants in the Indenture may not protect you from a decline in our credit quality due to highly leveraged or other transactions in which we may engage.

Interest

Interest on Octoberthe outstanding New Notes will accrue at a rate of 2.979% per annum. Interest on the New Notes will accrue from the date interest on the Existing Notes was most recently paid. Interest on the New Notes will be payable semi-annually in arrears on June 15 and December 15 of each year to the holders of record on the immediately preceding June 1 2012, unless redeemed prior to that date, as described below under “—Optional Redemption”and December 1, respectively (whether or not a business day). Interest on the new notes will accrue from the issue date at a rate equal to 4.875% per year andNew Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months. We will pay interest on the new notes semiannually in arrears on April 1 and October 1 of each year, beginning on April 1, 2003, to the registered holders of the new notes on the preceding March 15 and September 15, respectively.

Principal of and premium, if any, and interest on the new notes initially will be payable, subject with respect to global notes to compliance with DTC’s customary procedures, by wire transfer of immediately available funds to the accounts specified by the registered holder of the new notes or, if no account is specified, by mailing a check to each such holder’s registered address. The new notes will be exchangeable and transfers of the new notes will be registrable, subject to the limitations provided in the indenture, at the principal corporate trust office of the trustee in New York, New York.

If any interest payment date, stated maturity date or earlier redemption date falls on a Saturday, a Sunday or a day on which banking institutions are authorized by law to close, then the required payment of principal of and premium, if any, and interest may be made on the next succeeding day not a Saturday, a Sunday or a day on which banking institutions are authorized by law to close, as if it were made on the date payment was due, and no interest will accrue on the amount so payable for the period from and after that interest payment date, the stated maturity date or earlier redemption date, as the case may be.

After the completion of this exchange offer, the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”) will apply to the indenture. Please refer to the Trust Indenture Act for additional terms and definitions that will apply to the indenture at that time.

Ranking

The new notes will not have the benefit of a sinking fund.

The covenants in the indenture may not protect you from a decline in our credit quality due to highly leveraged or other transactions in which we may engage.
We do not intend to apply for the listing or quotation of the new notes on any securities exchange or trading market.
Ranking
The new notesNew Notes will be our senior unsecured obligations. Payment of the principalobligations and interest on the new notes will rank equally with all of our otherexisting and future senior unsecured and unsubordinated debt outstanding from time to time.indebtedness, including any Existing Notes that are not tendered in the exchange offer. The new notesNew Notes will be effectively subordinated to anyour existing and future secured indebtedness of ours to the extent of anythe value of the assets securing such security.indebtedness and structurally subordinated to all existing and future indebtedness and liabilities of our subsidiaries. After giving effect to the saleexchange offer and the issuance of the old notes,New Notes in connection therewith (assuming we issue New Notes in exchange for all outstanding Existing Notes, but excluding bond issuance costs, cash premiums paid and other costs of the exchange offer), as of September 28, 2002,July 3, 2021, we would have had approximately $895$5,388.2 million of total consolidated indebtedness and a percentage of indebtedness to total capital (which includes our short and long-term indebtedness, minority interestsour finance lease obligations, Nucor stockholders’ equity and stockholders’ equity)noncontrolling interests) of approximately 26%29.8%. That amount includes

As of July 3, 2021, without giving effect to the exchange offer or the issuance of the New Notes, there were outstanding approximately $175$600 million aggregate principal amount of our unsecured 6% notes4.125% Notes due 2009 and $3702022, $500 million aggregate principal amount of securedour unsecured 4.000% Notes due 2023, $500 million aggregate principal amount of our unsecured 2.000% Notes due 2025, $500 million aggregate principal amount of our unsecured 3.950% Notes due 2028, $500 million aggregate principal amount of our unsecured 2.700% Notes due 2030, approximately $543.4 million aggregate principal amount of our unsecured 6.400% Notes due 2037, approximately $338.1 million aggregate principal amount of our unsecured 5.200% Notes due 2043, approximately $329.2 million aggregate principal amount of our unsecured 4.400% Notes due 2048, approximately $439.3 million aggregate principal amount of Existing Notes and approximately $1,153.2 million aggregate principal amount of unsecured indebtedness under our industrial revenue bonds, which includes $86bonds. On August 4, 2021, Nucor became an obligor with respect to $197.0 million aggregate principal amount of unsecured indebtedness under our industrial revenue bonds we assumed in the Trico Steel acquisition in July 2002.

bonds.

Except as described under “Covenants”,“—Covenants Applicable to the indentureNew Notes,” the Indenture does not limit us or any of our Subsidiaries (as defined below) from incurring more indebtedness or issuing more securities and does not contain financial or similar restrictions on us or any of our Subsidiaries. Our rights and the rights of our creditors, including holders of the new notes,New Notes, to participate in any distribution of assets of any of our Subsidiaries, upon the Subsidiary’s liquidation or reorganization or otherwise, are effectivelywill be structurally subordinated to the claims of the Subsidiary’s creditors, except to the extent that we or any of our creditors may be a creditor of that Subsidiary. As of September 28, 2002,July 3, 2021, our Subsidiaries had noapproximately $100.7 million aggregate principal amount of indebtedness, consisting of trade credit financing arrangements.

“Subsidiary” means an entity more than 50% of the outstanding voting interest of which is owned, directly or indirectly, by the Company or by one or more other thanSubsidiaries, or by the $86 millionCompany and one or more other Subsidiaries. For the purposes of industrial revenue bond indebtedness assumed by Nucor Steel Decatur, LLCthis definition, “voting interest” in connection withan entity means any equity interest which ordinarily has voting power for the Trico Steel acquisition.election of directors or their equivalent.

Optional Redemption

The new notes

At any time prior to June 15, 2055 (six months prior to the maturity date of the New Notes), the New Notes will be redeemable, in whole or in part, at any time andor from time to time, at our option, at a redemption price equal to the greater of:

Ÿ
100% of the principal amount of the new notes to be redeemed; or

100% of the principal amount of the New Notes to be redeemed; or

Ÿ
the sum of the present values of the remaining scheduled payments of principal and interest on the new notes to be redeemed (not including the portion of any payments of interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360- day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (determined on the third business day preceding the redemption date),

the sum of the present values of the Remaining Scheduled Payments (as defined below) on such New Notes being redeemed that would be due if the New Notes to be redeemed matured on the Par Call Date (as defined below), discounted to the redemption date on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day months) at the Adjusted Treasury Rate (as defined below) (determined on the third business day preceding the redemption date),

plus, in each case, accrued and unpaid interest thereon, to, but excluding, the redemption date.

On or after June 15, 2055 (six months prior to the maturity date of the New Notes), the New Notes will be redeemable, in whole or in part, at any time or from time to time, at our option, at 100% of the principal amount of the New Notes to be redeemed, plus accrued and unpaid interest thereon, to, but excluding, the redemption date.

Notwithstanding the foregoing, installments of interest on the New Notes that are due and payable on interest payment dates falling on or prior to a redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date.

“Adjusted Treasury Rate” means, with respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue (as defined below), assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price (as defined below) for that redemption date, plus 0.25%0.20%.

“Comparable Treasury Issue” means the United StatesU.S. Treasury security selected by Wachoviaour choice of BofA Securities, Inc., J.P. Morgan Securities LLC or Wells Fargo Securities, LLC, and its successors, or, if such firm is unwilling or unable to select the applicable Comparable Treasury Issue, another Reference Treasury Dealer (as defined below), as having a maturity comparable to the remaining term of the new notesNew Notes to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the new notes.

New Notes (assuming for this purpose that the New Notes matured on the Par Call Date).

“Comparable Treasury Price” means, with respect to any redemption date, the average of the Reference Treasury Dealer Quotations (as defined below) for thatsuch redemption date.

“Par Call Date” means June 15, 2055 (the date that is six months prior to the maturity date of the New Notes).

“Reference Treasury Dealer” means each of Banc of AmericaBofA Securities, Inc., J.P. Morgan Securities LLC and WachoviaWells Fargo Securities, Inc.,LLC, and their respective successors, and two other primary U.S. government securities dealers in New York City selected by Wachovia Securities, Inc. (each, a “Primary Treasury Dealer”);successors; provided, however, that if any of the foregoing shall cease to be a Primaryprimary U.S. government securities dealer in the United States (a “Primary Treasury DealerDealer”) or is no longer quoting prices for United StatesU.S. Treasury securities, wethe Company will substitute therefor another Primary Treasury Dealer.

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the trustee,Company, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing to the trusteeCompany by thatsuch Reference Treasury Dealer at 5:00 p.m. (New, New York City time)time, on the third business day preceding thesuch redemption date.

“Remaining Scheduled Payments” means, with respect to each New Note to be redeemed, the remaining scheduled payments of the principal thereof and interest thereon that would be due after the related redemption date but for such redemption; provided, however, that, if such redemption date is not an interest payment date with respect to such New Note, the amount of the next succeeding scheduled interest payment thereon will be deemed to be reduced by the amount of interest accrued thereon to such redemption date.

Notice of any redemption will be maileddelivered at least 3015 days but no more than 9060 days before the redemption date to each registered holder of the new notesNew Notes to be redeemed. The notice of redemption for the new notesNew Notes will state, among other things, the amount of notesNew Notes to be redeemed, the redemption date, the redemption price and the place or places that payment will be made upon presentation and surrender of notesNew Notes to be redeemed. If we redeem less than all of the new notes, the trustee will select the particular notesNew Notes are to be redeemed, pro rata, by lot, or by another method the trustee deems fair and appropriate.New Notes to be redeemed shall be selected in accordance with the procedures of The Depository Trust Company (“DTC”). Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the new notesNew Notes or portions thereof called for redemption.

Change of Control Offer to Purchase

If a Change of Control Triggering Event (as defined below) occurs, holders of the New Notes may require us to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess thereof) of their New Notes at a purchase price of 101% of the principal amount, plus accrued and unpaid interest, if any, on such New Notes, to, but excluding, the purchase date (unless a notice of redemption onhas been delivered within 30 days after such Change of Control Triggering Event stating that all of the New Notes will be redeemed as described under “—Optional Redemption”). We will be required to deliver to holders of the New Notes a notice describing the transaction or transactions constituting the Change of Control Triggering Event and offering to repurchase the New Notes. The notice must be delivered within 30 days after any Change of Control Triggering Event, and the repurchase must occur no earlier than 30 days and no later than 60 days after the redemption date.

Covenants
The indenture containsdate the covenants generally summarizednotice is delivered.

On the date specified for repurchase of the New Notes, we will, to the extent lawful:

accept for purchase all properly tendered New Notes or portions of New Notes;

deposit with the paying agent the required payment for all properly tendered New Notes or portions of New Notes; and

deliver to the Trustee the repurchased New Notes, accompanied by an officer’s certificate stating, among other things, the aggregate principal amount of repurchased New Notes.

We will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations applicable to the repurchase of the New Notes. To the extent that these requirements conflict with the provisions requiring repurchase of the New Notes in the Indenture, we will comply with such requirements instead of the repurchase provisions and will not be considered to have breached our obligations under the Indenture with respect to repurchasing the New Notes. Additionally, if an event of default exists under the Indenture (which is unrelated to the repurchase provisions of the New Notes), including events of default arising with respect to other issues of debt securities, we will not be required to repurchase the New Notes notwithstanding these repurchase provisions.

We will not be required to comply with the obligations relating to repurchasing the New Notes if a third party instead satisfies them.

For purposes of the repurchase provisions of the New Notes, the following terms will be applicable:

“Change of Control” means the occurrence of any of the following: (i) the consummation of any transaction (including, without limitation, any merger or consolidation) resulting in any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than us or one of our Subsidiaries) becoming the “beneficial owner”

(as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of more than 50% of our Voting Stock (as defined below) or other Voting Stock into which our Voting Stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than the number of shares; (ii) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in a transaction or a series of related transactions, of all or substantially all of our assets and the assets of our Subsidiaries, taken as a whole, to one or more “persons” (as that term is used in Section 13(d)(3) of the Exchange Act) (other than us or one of our Subsidiaries); or (iii) the first day on which a majority of the members of our board of directors are not Continuing Directors (as defined below). Notwithstanding the foregoing, a transaction will not be considered to be a Change of Control if (i) we become a direct or indirect wholly owned Subsidiary of a holding company and (ii)(1) immediately following that transaction, the direct or indirect holders of the Voting Stock of such holding company are substantially the same as the holders of our Voting Stock immediately prior to that transaction or (2) immediately following that transaction, no person is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company.

“Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event (as defined below).

“Continuing Director” means, as of any date of determination, any member of our board of directors who (i) was a member of the board of directors on the date the New Notes were issued or (ii) was nominated for election, elected or appointed to the board of directors by or with the approval (given either before or after such member’s nomination, election or appointment) of a majority of the Continuing Directors who were members of the board of directors at the time of such nomination, election or appointment (either by a specific vote or by approval of our proxy statement in which such member was named as a nominee for election as a director, without objection to such nomination).

“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s (as defined below) and BBB– (or the equivalent) by S&P (as defined below), and the equivalent investment grade credit rating from any replacement Rating Agency or Rating Agencies (as defined below) selected by us.

“Moody’s” means Moody’s Investors Service, Inc.

“Rating Agencies” means (i) each of Moody’s and S&P and (ii) if either Moody’s or S&P ceases to rate the New Notes or fails to make a rating of the New Notes publicly available for reasons outside of our control, a “nationally recognized statistical rating organization” (as defined in Section 3(a)(62) of the Exchange Act) selected by us as a replacement Rating Agency for a former Rating Agency.

“Rating Event” means the rating on the New Notes is lowered by each of the Rating Agencies and the New Notes are rated below which are applicablean Investment Grade Rating by each of the Rating Agencies on any day within the 60-day period (which 60-day period shall be extended so long as the rating of the New Notes is under publicly announced consideration for a possible downgrade by any of the new notes are outstandingRating Agencies) after the earlier of (i) the occurrence of a Change of Control and not defeased in accordance with the terms(ii) public notice of the indenture. See “Defeasance”.occurrence of a Change of Control or our intention to effect a Change of Control.

“S&P” means S&P Global Ratings, a division of S&P Global Inc.

“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.

Covenants Applicable to the New Notes

The New Notes will have the benefit of the following covenants. We have defined below certain capitalized terms used in this section. Capitalized terms used in this section but not otherwise defined in this prospectus shall have the meanings ascribed to such terms in the Indenture.

LimitationsRestriction on Secured Indebtedness.Indebtedness    Neither

The Indenture provides that as long as we norhave any New Notes outstanding under the Indenture, we will not, and we will not permit any Restricted Subsidiary (as defined below) willto, create, assume, issue, guarantee or incur any Secured Indebtedness (as defined below), unless

immediately thereafter the aggregate amount of all Secured Indebtedness (exclusive of certain types of permitted Secured Indebtedness generally described below), together with the discounted present value of all rentals (not otherwise excluded from the limitations on Sale and Leaseback Transactions (as defined below) as describedlimitation discussed below under “—LimitationsRestriction on SaleSales and Leaseback Transactions”Leasebacks”) due in respect of Sale and Leaseback Transactions (as defined below), would not exceed 10% of Consolidated Net Tangible Assets (as defined below).
The foregoing limitation For purposes of the calculation, the discounted present value of all rentals does not include rentals to which the covenant discussed below under “—Restriction on Sales and Leasebacks” does not apply.

This restriction does not apply to Secured Indebtedness secured by the following, which we exclude in respect of:computing Secured Indebtedness for the purpose of the restriction:

Liens (as defined below) on property as to which the New Notes are equally and ratably secured with (or, at our option, prior to) such Secured Indebtedness;

Liens on property, including any Shares (as defined below) or Indebtedness (as defined below), of any entity existing at the time such entity becomes a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of such entity becoming a Restricted Subsidiary;

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any Lien (as defined below) on property as to which the new notes are equally and ratably secured, with (or, at our option, prior to) that Secured Indebtedness,

Liens on property, including any Shares or Indebtedness, existing at the time of acquisition of such property by us or a Restricted Subsidiary, or Liens to secure the payment of all or any part of the purchase price of such property created upon the acquisition of such property by us or a Restricted Subsidiary, or Liens to secure any Secured Indebtedness incurred by us or a Restricted Subsidiary prior to, at the time of, or within one year after the later of, the acquisition, the completion of construction (including any improvements, alterations or repairs to existing property) or the commencement of commercial operation of the project of which such property is a part, which Secured Indebtedness is incurred for the purpose of, and the principal amount secured by any such Lien does not exceed the cost of, financing all or any part of the purchase price thereof or construction or improvements, alterations or repairs thereon;

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Liens on any property which is not a Principal Property (as defined below),

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Liens on property, including Shares (as defined below) or Indebtedness (as defined below), of any entity existing at the time that entity becomes a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into prior to and not in contemplation of that entity becoming a Restricted Subsidiary,
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Liens on property, including Shares or Indebtedness, existing at the time of acquisition of that property by us or a Restricted Subsidiary,
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Liens to secure the payment of all or any part of the purchase price of property, including Shares or Indebtedness, created upon the acquisition of that property by us or a Restricted Subsidiary, and Liens to secure any Secured Indebtedness incurred by us or a Restricted Subsidiary prior to, at the time of, or within one year after the later of the acquisition, the completion of construction (including any improvements, alterations or repairs to existing property) or the commencement of commercial operation of the project of which that property is a part, which Secured Indebtedness is incurred for the purpose of, and the principal amount secured by the Lien does not exceed the cost of, financing all or any part of the purchase price thereof or construction or improvements, alterations or repairs thereon,
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Liens securing Secured Indebtedness of any Restricted Subsidiary owing to us or to another Restricted Subsidiary,

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Liens on property of an entity existing at the time that entity is merged or consolidated with us or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of an entity as an entirety or substantially as an entirety to us or a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into by that entity prior to and not in contemplation of that merger, consolidation, sale, lease or other disposition,
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Liens on our property or the property of a Restricted Subsidiary in favor of governmental authorities, or any trustee or mortgagee acting on behalf, or for the benefit of any governmental authorities, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of property subject to the Liens, and any other Liens incurred or assumed in connection with pollution control, industrial revenue, private activity or similar bonds issued by a governmental authority on behalf of us or a Restricted Subsidiary,
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Liens existing on the first date on which a debt security is authenticated by the trustee under the indenture, and
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any extension, renewal or replacement in whole or in part of any Lien referred to in the above bullet points, provided that the principal amount of the Secured Indebtedness being extended, renewed or replaced shall not be increased.

Limitation on Sale and Leaseback Transactions.    Neither we nor any Restricted Subsidiary mayowing to us or to another Restricted Subsidiary;

Liens on property of an entity existing at the time such entity is merged or consolidated with us or a Restricted Subsidiary or at the time of a sale, lease or other disposition of the properties of an entity as an entirety or substantially as an entirety to us or a Restricted Subsidiary or arising thereafter pursuant to contractual commitments entered into by such entity prior to and not in contemplation of such merger, consolidation, sale, lease or other disposition;

Liens on our property or the property of a Restricted Subsidiary in favor of governmental authorities, or any trustee or mortgagee acting on behalf, or for the benefit, of any governmental authorities, to secure partial, progress, advance or other payments pursuant to any contract or statute or to secure any Indebtedness incurred for the purpose of financing all or any part of the purchase price or the cost of construction of the property subject to such Liens (including, without limitation, Liens in connection with pollution control, industrial revenue, private activity or similar financing), and any other Liens incurred or assumed in connection with pollution control, industrial revenue, private activity or similar bonds issued by a governmental authority on behalf of us or a Restricted Subsidiary;

Liens existing on the first date on which a New Note is authenticated by the Trustee under the Indenture;

Liens on any property which is not a Principal Property (as defined below); and

Any extension, renewal or replacement (or successive extensions, renewals or replacements) in whole or in part of any Secured Indebtedness referred to in the foregoing, provided that the principal amount of the Secured Indebtedness being extended, renewed or replaced shall not be increased.

Restriction on Sales and Leasebacks

The Indenture provides that we will not, and we will not permit any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction, unless:

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immediately thereafter the sum of (i) the present value of all rentals (discounted in accordance with a method of discounting which is consistent with generally accepted accounting principles but at a discount rate of not less than 10% per annum, compounded annually) due pursuant to the proposed Sale and Leaseback Transaction and all Sale and Leaseback Transactions entered into after the first date on which a debt security is authenticated by the trustee under the indenture and (ii) the aggregate amount of all Secured Indebtedness (exclusive of Secured Indebtedness permitted by the bullet points contained above in “—Limitations on Secured Indebtedness”) does not exceed 10% of Consolidated Net Tangible Assets, or
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an amount equal to the greater of (i) the net proceeds of the sale of property leased pursuant to the Sale and Leaseback Transactions or (ii) the fair market value of the property so leased (in the case of clause (i) or (ii), after repayment of or otherwise taking into account, as the case may be, the amount of any Secured Indebtedness secured by a Lien encumbering that property which Secured Indebtedness existed immediately prior to the Sale and Leaseback Transaction), is applied within one year to the retirement of Funded Debt (as defined below).
The foregoing limitation does

after giving effect to the transaction, the aggregate amount of all Attributable Debt (as defined below) with respect to all such transactions plus all Secured Indebtedness outstanding to which the restriction described above under “—Restriction on Secured Indebtedness” is applicable, would not exceed 10% of Consolidated Net Tangible Assets; or

an amount equal to the greater of (i) the amount of the net proceeds to us or such Restricted Subsidiary or (ii) the fair market value of such property, as determined by our board of directors, is applied to retirement of Funded Debt (as defined below) within one year after the consummation of such transaction.

This restriction will not apply to, and there will be excluded in computing Attributable Debt for the purpose of this restriction or the restriction discussed above under “—Restriction on Secured Indebtedness,” Attributable Debt with respect to any Sale and Leaseback Transaction and the calculation of the present value of all rentals does not include any rentals under anyif:

such Sale and Leaseback Transaction is entered into:into in connection with pollution control, industrial revenue, private activity or similar financing;

we or a Restricted Subsidiary applies an amount equal to the net proceeds (after repayment of any Secured Indebtedness secured by a Lien encumbering such Principal Property which Secured Indebtedness existed immediately before such Sale and Leaseback Transaction) of the sale or transfer of the Principal Property leased pursuant to such Sale and Leaseback Transaction to investment (whether for acquisition, improvement, repair, alteration or construction costs) in another Principal Property within one year prior or subsequent to such sale or transfer; or

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in connection with pollution control, industrial revenue, private activity or similar financing,

such Sale and Leaseback Transaction was entered into by an entity prior to the time (i) that such entity became a Restricted Subsidiary, (ii) that such entity merged or consolidated with us or a Restricted Subsidiary or (iii) of a sale, lease or other disposition of such entity’s properties as an entirety or substantially as an entirety to us or a Restricted Subsidiary, or, in each case, arises thereafter pursuant to contractual commitments entered into by such entity prior to and not in contemplation of such entity becoming a Restricted Subsidiary or such merger, consolidation, sale, lease or other disposition.

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if we or a Restricted Subsidiary apply an amount equal to the net proceeds (after repayment of any Secured Indebtedness secured by a Lien encumbering the Principal Property which Secured Indebtedness existed immediately before the Sale and Leaseback Transaction) of the sale or transfer of the Principal Property leased pursuant to the Sale and Leaseback Transaction to investment in another Principal Property within one year prior or subsequent to the sale or transfer, or
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by an entity prior to the time (i) that the entity became a Restricted Subsidiary, (ii) that the entity merged or consolidated with us or a Restricted Subsidiary, or (iii) of a sale, lease or other disposition of its properties as an entirety or substantially as an entirety to us or a Restricted Subsidiary, or in each case arising thereafter pursuant to contractual commitments entered into by that entity prior to and not in contemplation of the entity becoming a Restricted Subsidiary or that merger, consolidation, sale, lease or other such disposition.

Limitation onConsolidation, Merger Consolidation and Sale of Assets.Assets    We will not

Without the consent of the holders of any outstanding New Notes, we may consolidate with or merge into or consolidate withany other corporation, or convey or transfer our properties and assets substantially as an entirety to any person unless:

Person, as long as:

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the successor corporation is a corporation organized and existing under the laws of the United States of America or any State or the District of Columbia,

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the successor corporation assumes on the same terms and conditions the new notes, and
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there is no event of default under the indenture.
Definitions.    The following summarize the definitions of the United States of America or any State or the District of Columbia;

the successor corporation assumes our obligations on the New Notes and under the Indenture;

immediately after giving effect to such transaction, no event of default, and no event which, after notice, lapse of time or both, would become an event of default, has occurred and is continuing; and

other conditions described in the Indenture are met.

Accordingly, the holders of the New Notes may not have protection in the event of a highly leveraged transaction, reorganization, restructuring, merger or similar transaction involving us that may adversely affect the

holders. The existing protective covenants applicable to the New Notes would continue to apply to us in the event of a leveraged buyout initiated or supported by us, our management or any of our affiliates or their management, but may not prevent such a transaction from taking place.

For purposes of the above covenants, the following terms set forth below.

will be applicable:

“Attributable Debt” means the present value (discounted in accordance with a method of discounting which for financial reporting purposes is consistent with generally accepted accounting principles but at a discount rate of not less than 10% per annum, compounded annually) of the rental payments during the remaining term of any Sale and Leaseback Transaction for which the lessee is obligated (including any period for which such lease has been extended). Such rental payments shall not include amounts payable by the lessee for maintenance and repairs, insurance, taxes, assessments, water rates and similar charges and for contingent rents (such as those based on sales). In case of any Sale and Leaseback Transaction which is terminable by the lessee upon the payment of a penalty, such rental payments shall also include such penalty, but no rent shall be considered as required to be paid under such lease subsequent to the first date upon which it may be so terminated.

“Consolidated Net Tangible Assets” means the aggregate amount of assets after deducting therefrom (i) all current liabilities and (ii) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense and other like intangibles, all as set forth onin our most recent consolidated balance sheet.

“Funded Debt” means (i) all indebtedness for money borrowed having a maturity of more than 12 months from the date as of which the amount thereof is to be determined or having a maturity of less than 12 months from thatsuch date but by its terms being renewable or extendible beyond 12 months from thatsuch date at the option of the borrower and (ii) any indebtedness for borrowed money which may be payable from the proceeds under or pursuant to an agreement to provide borrowings with a maturity of more than 12 months from the date as of which the amount thereof is to be determined.

“Indebtedness” means, with respectas to any corporation or other entityPerson, all indebtedness for money borrowed which is created, assumed, incurred or guaranteed in any manner by thatsuch corporation or other entityPerson or for which thatsuch corporation or other entityPerson is otherwise responsible or liable.

“Lien” means any mortgage, pledge, security interest, lien or other similar encumbrance.

“Principal Property” means (i) any manufacturing plantManufacturing Plant (as defined below) located in the United States, or manufacturing equipmentManufacturing Equipment (as defined below) located in any such manufacturing plantManufacturing Plant (together with the land on which thatsuch plant is erected and fixtures comprising a part thereof), owned or leased on the first date on which a debt securityNew Note is authenticated by the trusteeTrustee or thereafter acquired or leased by us or any Restricted Subsidiary, and (ii) any Shares issued by, or any interest of ours or any Subsidiary in, any Restricted Subsidiary, other than (a)(1) any property or Shares or interests the book value of which is less than 1% of Consolidated Net Tangible Assets or (b)(2) any property or Shares or interests which our board of directors determines is not of material importance to the total business conducted, or assets owned, by us and our Subsidiaries, as an entirety, or (c)(3) any portion of any property which our board of directors determines not to be of material importance to the use or operation of thatsuch property. “Manufacturing plant”Plant” does not include any plant owned or leased jointly or in common with one or more personPersons other than us and our Restricted Subsidiaries in which the aggregate direct or indirect interest of ours and our Restricted Subsidiaries does not exceed 50%. “Manufacturing equipment”Equipment” means manufacturing equipment in those manufacturing plantssuch Manufacturing Plants used directly in the production of our or any Restricted Subsidiary’s products and does not include office equipment, computer equipment, rolling stock and other equipment not directly used in the production of our or any Restricted Subsidiary’s products.

“Restricted Subsidiary” means any Subsidiary substantially all the property of which is located within the United States, other than a Subsidiary primarily engaged in investing in and/or financing our or any Subsidiary’s or affiliate’s operations outside the United States.

“Sale and Leaseback Transaction” means any arrangement with any personPerson providing for the leasing by us or any Restricted Subsidiary of any Principal Property of ours or any Restricted Subsidiary, whether thatsuch Principal Property is now owned or hereafter acquired (except for leases for a term of not more than three years and except for leases between us and a Restricted Subsidiary or between Restricted Subsidiaries and except for leases of property executed prior to, at the time of, or within one year after the later of, the acquisition, the completion of construction, including any improvements or alterations on real property, or the commencement of commercial operationsoperation of thatsuch property), which Principal Property has been or is to be sold or transferred by us or thesuch Restricted Subsidiary to that person.

such Person.

“Secured Indebtedness” of any corporation or other entity means Indebtedness secured by any Lien upon property (including Shares or Indebtedness issued by or other ownership interests in any Restricted Subsidiary) owned by us or any Restricted Subsidiary.

“Shares” means, as to any corporation, all the issued and outstanding equity shares (except for directors’ qualifying shares) of thatsuch corporation.

“Subsidiary” means an entity more than 50% of the outstanding voting interest of which is owned, directly or indirectly, by us or by one or more other Subsidiaries, or by us and one or more other Subsidiaries.

For the purposes of this definition, “voting interest” in any entity means any equity interest which ordinarily has voting power for the election of directors or their equivalent.
Reports to Holders and SEC Reports
We will file with the trustee and transmit to holders of debt securities the information, documents and other reports required pursuant to the Trust Indenture Act at the times and in the manner provided in that Act. We also will file with the trustee any other information, documents or reports required to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act within 30 days after the information, documents or reports are required to be filed with the SEC.
Events of Default

The following are events“events of default under the indenturedefault” with respect to the new notesNew Notes:

default in the payment of any interest installment with respect to the New Notes, as and when the same shall become due and payable, and continuance of such default for a period of 15 days after receipt by us of written notice of the default from any holder of the New Notes or the Trustee;

default in the payment of the principal of, or premium, if any, on, the New Notes, as and when the same shall become due and payable either at maturity, upon redemption, by declaration or otherwise;

default in the making of any payment for a sinking, purchase or analogous fund provided for in respect of the New Notes, as and when the same shall become due and payable;

failure by us to observe or perform any other debt securitiescovenant or agreement in respect of the same series that we may issue subsequently:

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default in the payment of any interest installment with respect to debt securities of that series when due and continuance of the default for a period of ten days after receipt byNew Notes, or in the Indenture with respect to the New Notes, for a period of 90 days after the Trustee gives us of written notice, of the default from any person,
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default in the payment of principal of, or premium, if any, on debt securities of that series when due either at its stated maturity, when called for redemption, by declaration or otherwise and continuance of the default for a period of ten days after receipt by us of written notice of the default from any person,
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failure by us to observe or perform any other covenant or agreement in respect of debt securities of that series for a period of ninety days after receipt by us of written notice by the trustee, or receipt by us and the trustee of written notice by holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, and
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certain events of bankruptcy, insolvency and reorganization.
Notwithstanding the foregoing, if properly indicated in an offering document relating to a series of debt securities, any of the foregoing events of default may be deleted or modified from that summarized above and additional events of default may be included with respect to those debt securities. Except as otherwise indicated in any offering document relating to a series of debt securities, no event of default with respect to a single series of debt securities constitutes an event of default with respect to any other series of debt securities. If an event of default described above occurs and is continuing with respect to any series, either the trustee or the holders of not less than 25% in aggregate principal amount of the debt securities of that series then outstanding (voting separately as a series unless otherwise indicated in any offering document relating to a series of debt securities) may declare the principal of all outstanding debt securities of that seriesNew Notes give us and the interest accrued thereon, if any,Trustee written notice of default; and

certain events of bankruptcy, insolvency and reorganization as more fully described in the Indenture.

The Trustee shall not be deemed to be due and payable immediately.

Prior to any declaration accelerating the maturityhave knowledge or notice of any seriesevent of debt securities,default unless (i) a responsible officer of the Trustee has actual knowledge thereof or has received written notice of such or (ii) the holders of a majority in principal amount of the outstanding debt securities of that series may, on behalf of the holders of all debt securities of that series, waive any past default or event of default with respect to the debt securities of that series except a default (i) in the payment of principal of, premium, if any, or interest, if any, on any debt securities of that series or (ii) in regard to a covenant or provision applicable to that series that cannot be modified or amended without the consent of the holder of each outstanding debt security of that series. After the principal of all outstanding debt securities of a series such as the new notes has been declared due and payable but before any judgment or decree for the payment of the money has been obtained or entered, the holders of a majority in principal amount of the outstanding debt securities of that series may waive all defaults with respect to all debt securities of that series and rescind and annul that declaration if we have paid or deposited with the trustee a sum sufficient to pay all matured installments of principal, premium, if any,

and interest which has become due other than by acceleration, and any and all other events of default with respect to that series of debt securities have been remedied, cured or waived.
The indenture provides that the trustee will, within ninety days after the occurrence of a default with respect to the debt securities of any series, give to the holders of the debt securities of that series notice of all uncured and unwaived defaults known to it, provided that, except in the case of default in the payment of principal of, or premium, if any, or interest, if any, on, any of the debt securities of that series, the trustee will be protected in withholding that notice if it in good faith determines that the withholding of the notice is in the interest of the holders of the debt securities of that series. The term “default” for the purpose of this provision means the happening of any of the events of default specified above (and as reflected or modified in an offering document relating to a series of debt securities), except that any grace period or notice requirement is eliminated. The indenture contains provisions entitling the trustee, subject to the duty of the trustee during an event of default to act with the required standard of care, to be indemnified by the holders of debt securities before proceeding to exercise any right or power under the indenture at the request of holders of the debt securities.
The indenture provides that the holders of a majorityleast 25% in aggregate principal amount of the outstanding debt securitiesNew Notes as to which there exists an event of any series may direct the time, method and placedefault give written notice of conducting proceedings for remedies availablesuch event of default to the trustee or exercising any trust or power conferred on the trustee in respect of that series, except for cases in which the trustee is being advised by counsel that the action may not lawfully be taken or would be in conflict with the terms of the indenture or if the determination is made that the action would involve the trustee in personal liability or would be unduly prejudicial to the holders of the debt securities not joining in the action. Otherwise, a holder of debt securities of a series may not pursue any remedy with respect to the indenture or any debt securities of that series unless:
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the holder of debt securities of that series gives us and the trustee written notice of a continuing event of default;
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the holders of at least 25% in aggregate principal amount of the debt securities of that series then outstanding make a written request to the trustee to pursue the remedy;
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the holder or holders of debt securities of that series offer the trustee reasonable security or indemnity satisfactory to the trustee against any costs, liability or expense;
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the trustee does not comply with the request within 6o days after receipt of the request and the offer of indemnity; and
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during such 6o-day period, the holders of a majority in aggregate principal amount of the debt securities of that series then outstanding do not give the trustee a direction that is inconsistent with the request.
However, these limitations do not apply to the right of any holder of any debt securities to receive payment of the principal of, premium, if any, or interest on the debt securities of a series or to bring suit for the enforcement of any such payment on or after the due date expressed in the debt securities, which right shall not be impaired or affected without the consent of the holder. The indenture includes a covenant that we will file annually with the trustee a certificate of no default or specifying any default that exists.
Trustee.

Modification of the Indenture

The indentureIndenture provides that we and the trusteeTrustee may, without the consent of any holders of debt securities,New Notes, enter into supplemental indentures for the purposes, among other things, of:

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evidencing the assumption of our covenants, agreements and obligations under the indenture by a successor entity;

adding further events of default or other covenants, restrictions or conditions for the benefit of the holders of the New Notes;

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adding further events of default or other covenants, restrictions or conditions for the benefit of the holders of all or any series of debt securities;

establishing the form or terms of any series of debt securities; or

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establishing the form or terms of other series of debt securities; or

clarifying or curing ambiguities or inconsistencies in the Indenture or making other provisions in regard to matters or questions arising under the Indenture or any supplemental indenture or debt securities of a series, which will not adversely affect the interests of the holders of the New Notes in any material respect.

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clarifying or curing ambiguities or inconsistencies in the indenture or making other provisions in regard to matters or questions arising under the indenture, if those actions do not adversely affect the interests of the holders of any affected series of debt securities in any material respect.

We and the trustee,Trustee, with the consent of the holders of not less than a majority in aggregate principal amount of the New Notes at the time outstanding, debt securities of each series to be affected, may execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the indentureIndenture or of any supplemental indenture or debt securitythe New Notes or of a series or modifying in any manner the rights of the holders of the debt securities of that series to be affected,New Notes, except that no such supplemental indenture may, without the consent of the holders of all debt securitiesthe New Notes then outstanding:

change the fixed maturity (which term for these purposes does not include payments due pursuant to any sinking, purchase or analogous fund) of that series then outstanding,

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change the fixed maturity (which term for these purposes does not include payments due pursuant to any sinking, purchase or analogous fund) of those debt securities,the New Notes, reduce the principal amount thereof, reduce the rate or extend the time of payment of interest thereon, reduce any premium payable upon the redemption thereof or impair the right to institute suit for the enforcement of any such payment on or after the maturity thereof (or, in the case of redemption, on or after the redemption date without the consent of the holder of each debt security so affected), or
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reduce the percentage of debt securities of a series required to approve any such supplemental indenture.
Defeasance
As long as no event of default has occurred and is continuing with respect to the new notes or other debt securities of the same series, we at our option
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will be discharged from any and all obligations in respect of those debt securities (except in each case for some obligations to register the transfer or exchange of those debt securities, replace stolen, lost or mutilated debt securities, maintain a paying agent and hold moneys for payment in trust), or
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need not comply with some restrictive covenants of the indenture relating to those debt securities (including those described under “—Covenants”) and will not be limited by restrictions with respect to merger, consolidation or sales of assets,
in each case if we deposit with the trustee, in trust, money, U.S. Government Obligations (defined below) and/or Eligible Obligations (defined below) or any combination of the foregoing which through the payment of interest thereon, and principalreduce any premium payable upon the redemption thereof, in accordance with their terms will provide money in an amount sufficientor impair the right to pay allinstitute suit for the principal of, interest, if any, and premium, if any, on, those debt securities on the dates those payments are due in accordance with the terms of that series.
In order to avail ourselvesenforcement of any such payment on or after the maturity thereof (or, in the case of redemption on or after the redemption date, without the consent of the foregoing options, we must provide to the trustee an opinion of counsel or a ruling from, or published by, the Internal Revenue Service, to the effect that holders of the debt securities of that series will not recognize income, gainsNew Notes so affected); or loss for federal income tax purposes as a result of our exercise of our option and will be subject to

reduce the federal income tax on the same amount and in the same manner and at the same time as would have been the case if that option had not been exercised.

“U.S. Government Obligations” means generally (i) direct obligations of the United States of America for the payment of which its full faith and credit is pledged or (ii) obligations of a person controlled or supervised

by and acting as an agency or instrumentality of the United States of America, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case under clause (i) or (ii) are not callable or redeemable at the option of the issuer thereof.
“Eligible Obligations” means obligations as a result of the deposit of which the relevant series of debt securities is rated in the highest generic long-term debt rating category assigned to legally defeased debt by one or more nationally recognized rating agencies.
In addition, we can also obtain a discharge under the indenture with respect to all the debt securities of a series by depositing with the trustee, in trust, funds sufficient to pay at maturity or upon redemption all of the debt securities of that series, provided that all of the debt securities of that series are by their terms to become due and payable within one year or are to be called for redemption within one year. No opinion of counsel or ruling from the Internal Revenue Service is required with respect to a discharge pursuant to the immediately preceding sentence.
In the event of any discharge of debt securities pursuant to the terms of the indenture as described above, the holders of those debt securities will thereafter be able to look solely to the trust fund, and not to us, for payments of principal, premium, if any, and interest, if any with respect to the debt securities.
Form, Denomination, and Registration of the Notes; Book-Entry Procedures and Transfer
We will issue the new notes only in registered form, without interest coupons. Except as described below under “Description of Notes-Exchange of Interests in Global Notes for Certificated Notes”, the new notes will be issued in the form of one or more global notes, and each beneficial owner’s interest in the global notes will be transferable in book-entry form through DTC. The new notes are collectively referred to herein as the “Global Notes”. Each of the Global Notes initially will be deposited with the trustee, as custodian for the DTC, and registered in the name of DTC or its nominee. The new notes initially will be issued in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof.
We initially will appoint the trustee at its corporate trust office as paying agent and registrar for the new notes. We will cause to be kept at the office of the registrar a register in which, subject to such reasonable regulations as it may prescribe, we will provide for the registration of the new notes and registration of transfers of the new notes. We may vary or terminate the appointment of any paying agent or registrar, or appoint additional or other agents or approve any change in the office through which any agent acts. We will cause notice of any resignation, termination or appointment of any paying agent or registrar, and of any change in the office through which any agent will act, to be provided to the trustee. If we fail to maintain any such office or fail to give notice of the location or any change in location thereof, then presentations and surrenders may be made and notices and demands may be served at the principal office of the trustee.
Transfers of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its Direct or Indirect Participants (each, as defined below), including, if applicable, those of Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, societe anonyme (“Clearstream”) which may change from time to time.
Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for notes in certificated form or vice versa, except in the limited circumstances described below. See “—Exchange of Interests in Global Notes for Certificated Notes”.

No service charge will be made for any registration of transfer or exchange of notes, but we may require payment of a sum sufficient to cover any tax or government charge payable in connection with the transfer or exchange.
Depositary Procedures with respect to the Global Notes
The following description of the operations and procedures of DTC, Euroclear and Clearstream is provided solely as a matter of convenience. These operations and procedures are solely within the control of the respective settlement systems and are subject to change by them from time to time. Neither we, nor the trustee takes any responsibility for these operations and procedures, and you are urged to contact the applicable system or its participants directly to discuss these matters.
We understand from publicly available information that DTC is (i) a limited-purpose trust company organized under the laws of the State of New York, (ii) a “banking organization” within the meaningpercentage of the New York Banking Law, (iii) a memberNotes required to approve any such supplemental indenture.

The Effect of Our Corporate Structure on Our Payment of the Federal Reserve System, (iv) a “clearing corporation” withinNew Notes

The New Notes are the meaningobligations of Nucor exclusively. Because our operations are currently conducted in significant part through subsidiaries, the Uniform Commercial Code, as amended,cash flow and (v) a “clearing agency” registered pursuantour consequent ability to Section 17Aservice our debt, including the New Notes, are dependent, in part, upon the earnings of the Exchange Act. DTC was created to hold securities for its participating organizations (collectively, the “Direct Participants”) and to facilitate the clearance and settlement of transactions in those securities between Direct Participants through electronic book entry changes in accounts of participants. The Direct Participants include securities brokers and dealers (including banks, trust companies, clearing corporations and certain other organizations, including Euroclear and Clearstream). Access to DTC’s system is also available to other entities that clear through or maintain a direct or indirect custodial relationship with a Direct Participant (collectively, the “Indirect Participants”).

We understand from publicly available information that, pursuant to DTC’s procedures, DTC will maintain records of the ownership interests of the Direct Participants in the Global Notesour subsidiaries and the transferdistribution of ownership interests by and between Direct Participants. DTC will not maintain records of the ownership interests of,those earnings to us or the transfer of ownership interests by and between, Indirect Participantsupon loans or other ownerspayments of beneficial interests infunds by those subsidiaries to us. Our subsidiaries are separate and distinct legal entities. They have no obligation, contingent or otherwise, to pay any amounts due on the Global Notes. Direct ParticipantsNew Notes or to make any funds available for our payment of any amounts due on the New Notes, whether by dividends, loans or other payments. In addition, our subsidiaries’ payments of dividends and Indirect Participants must maintain their own recordsmaking of the ownership interests of,loans and the transfer of ownership interests by and between, Indirect Participants and other owners of beneficial interests in the Global Notes.
Investors in the Global Notes may hold their interests therein directly through DTC if they are Direct Participants in DTC or indirectly through organizations that are Direct Participants in DTC. Investors may hold their interests in the Global Notes directly through Euroclear or Clearstream or indirectly through organizations that are participants in Euroclear or Clearstream. Euroclear and Clearstream hold securities for participating organizations and facilitate the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of those participants. Euroclear and Clearstream provideadvances to their participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream interface with domestic securities markets. Euroclear and Clearstream participants are financial institutions such as underwriters, securities brokers and dealers, banks, trust companies and other organizations. Indirect access to Euroclear or Clearstream is also available to others such as banks, brokers, dealers and trust companies that clear through or maintain a custodian relationship with a Euroclear or Clearstream participant, either directly or indirectly. Investors may also hold their interests through organizations other than Euroclear and Clearstream that are Direct Participants in the DTC System. Morgan Guaranty Trust Company of New York, Brussels office, is the operator and depositary of Euroclear, and Citibank, NA. is the operator and depositary of Clearstream (each a “Nominee” of Euroclear and Clearstream, respectively). Therefore, they will each be recorded on DTC’s records as the holders of all ownership interests held by them on behalf of Euroclear and Clearstream, respectively. Euroclear and Clearstream must maintain on their own records the ownership interests of, and transfers of ownership interests by and between, their own customers’ securities accounts. DTC will not maintain those records. All ownership interests in any

Global Notes, including those of customers’ securities accounts held through Euroclear or Clearstream,us may be subject to statutory or contractual restrictions and are contingent upon the procedures and requirements of DTC.
The laws of some states in the United States require that certain persons take physical delivery in definitive, certificated form, of securities that they own. This may limit or curtail the ability to transfer beneficial interests in a Global Note to those persons. Because DTC can act only on behalf of Direct Participants, which in turn act on behalf of Indirect Participants and others, the ability of a person having a beneficial interest in a Global Note to pledge that interest to persons or entities that are not Direct Participants in DTC, or to otherwise take actions in respectearnings of those interests, maysubsidiaries and various business considerations.

The New Notes will be affected by the lackstructurally subordinated to all indebtedness and other liabilities, including current liabilities and commitments under leases, if any, of physical certificates evidencing those interests. For certain other restrictions on the transferabilityour subsidiaries. Any right of ours to receive assets of any of our subsidiaries upon liquidation or reorganization of the new notes, see “—Exchangesubsidiary (and the consequent right of Intereststhe holders of the New Notes to participate in Global Notes for Certificated Notes”.

Exceptthose assets) will be effectively subordinated to the claims of that subsidiary’s creditors (including trade creditors), except to the extent that we are recognized as describeda creditor of the subsidiary, in “—Exchange of Interests in Global Notes for Certificated Notes”, owners of beneficialwhich case our claims would still be subordinated to any security interests in the Global Notessubsidiary’s assets and any of the subsidiary’s indebtedness senior to that which we hold.

No Restriction on Sale or Issuance of Stock of Subsidiaries

The Indenture contains no covenant that we will not have notes registered in their names, will not receive physical deliverysell, transfer or otherwise dispose of notes in certificated form and will not be considered the registered ownersany shares of, securities convertible into, or holders thereof under the indentureoptions, warrants or rights to subscribe for any purpose.

Under the termsor purchase shares of, the indenture, we and the trustee will treat the persons in whose names the new notes are registered (including notes represented by Global Notes) as the owners thereof for the purposevoting stock of receiving payments and for any and all other purposes whatsoever with respect to the new notes. Payments in respect of the principal, premium, if any, and interest on, Global Notes registered in the name of DTC or its nominee will be payable by the trustee to DTC or its nominee as the registered holder under the indenture. Consequently, neither we, the trustee nor any of our subsidiaries. It also does not prohibit any subsidiary of Nucor from issuing any shares of, securities convertible into, or the trustee’s agents hasoptions, warrants or will have any responsibilityrights to subscribe for or liability for
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any aspect of DTC’s records or any Direct Participant’s or Indirect Participant’s records relating to or payments made on account of beneficial ownership interests in the Global Notes or for maintaining, supervising or reviewing any of DTC’s records or any Direct Participant’s or Indirect Participant’s records relating to the beneficial ownership interests in any Global Note; or
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any other matter relating to the actions and practices of DTC or any of its Direct Participants or Indirect Participants.
We understand from publicly available information that DTC’s current payment practice (for paymentspurchase shares of, principal, interest and the like) with respect to securities such as the new notes is to credit the accounts of the relevant Direct Participants with that payment on the payment date in amounts proportionate to that Direct Participant’s respective ownership interests in the Global Notes as shown on DTC’s records. Payments by Direct Participants and Indirect Participants to the beneficial owners of the new notes will be governed by standing instructions and customary practices between them and will not be the responsibility of DTC, the trustee or us. Neither we nor the trustee will be liable for any delay by DTC or its Direct Participants or Indirect Participants in identifying the beneficial owners of the new notes, and we and the trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee as the registered owner of the new notes for all purposes.
Cross-market transfers between Direct Participants in DTC, on the one hand, and Indirect Participants who hold interests in the new notes through Euroclear or Clearstream, on the other hand, will be effected by Euroclear’s or Clearstream’s respective Nominee through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream; however, delivery of instructions relating to cross-market transactions must be made directly to Euroclear or Clearstream, as the case may be, by the counterparty in accordance with the rules and procedures of Euroclear or Clearstream and within their established deadlines (Brussels time for Euroclear and UK time for Clearstream). Indirect Participants who hold interests in the new notes through Euroclear and Clearstream may not deliver instructions directly to Euroclear’s or Clearstream’s Nominee. Euroclear or Clearstream will, if the transaction meets its settlement requirements, deliver instructions to its
subsidiary’s voting stock.

respective Nominee to deliver or receive interests on Euroclear’s or Clearstream’s behalf in the relevant Global Note in DTC, and make or receive payment in accordance with normal procedures for same-day fund settlement applicable to DTC.
Beneficial interests in the Global Notes (including interests in Global Notes upon transfer of a Certificated Note) may not be exchanged for notes in certificated form, or vice-versa, except in the limited circumstances described below.
Exchange of Interests in Global Notes for Certificated Notes.    A Global Note may be exchanged for definitive notes in registered, certificated form without interest coupons (“Certificated Notes”) only if:
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DTC (i) notifies us that it is unwilling or unable to continue as depositary for the Global Notes and we thereupon fail to appoint a successor depositary within 90 days or (ii) has ceased to be a clearing agency registered under the Exchange Act,
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we, at our option, notify the trustee in writing that we elect to cause the issuance of Certificated Notes, or
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there shall have occurred and be continuing a default or an event of default with respect to the new notes.
In any such case, we will notify the trustee in writing that, upon surrender by the Direct Participants of their interests in that Global Note, Certificated Notes will be issued to each person that such Direct Participants and DTC identify as being the beneficial owner of the related notes.
Beneficial interests in Global Notes held by any Direct or Indirect Participant may be exchanged for Certificated Notes upon request to the trustee by or on behalf of a Direct Participant (for itself or on behalf of an Indirect Participant) in accordance with customary DTC procedures and the indenture. Certificated Notes delivered in exchange for any beneficial interest in any Global Note will be registered in accordance with DTC’s customary procedures in the names, and issued in any approved denominations, requested by DTC on behalf of one or more Direct or Indirect Participants.
Neither we nor the trustee will be liable for any delay by the holder of any Global Note or DTC in identifying the beneficial owners of notes, and we and the trustee may conclusively rely on, and will be protected in relying on, instructions from the holder of the Global Note or DTC for all purposes.
Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among Direct Participants, including Euroclear and Clearstream, they are under no obligation to perform or to continue to perform those procedures, and those procedures may be discontinued at any time.
The Global Notes will trade in DTC’s Same-Day Funds Settlement System, and, therefore, transfers between Direct Participants in DTC will be effected in accordance with DTC’s procedures, and will be settled in immediately available funds. Transfers between Indirect Participants (other than Indirect Participants who hold an interest in the new notes through Euroclear or Clearstream) who hold an interest through a Direct Participant will be effected in accordance with the procedures of that Direct Participant but generally are expected to settle in immediately available funds. Transfers between and among Indirect Participants who hold interests in the new notes through Euroclear and Clearstream will be effected in accordance with their respective rules and operating procedures.
Because of time zone differences, the securities accounts of an Indirect Participant who holds an interest in the new notes through Euroclear or Clearstream purchasing an interest in a Global Note from a Direct Participant in DTC will be credited, and any such crediting will be reported to Euroclear or Clearstream, during the European business day immediately following the settlement date of DTC in The City of New

York. Although recorded in DTC’s accounting records as of DTC’s settlement date in The City of New York, Euroclear and Clearstream customers will not have access to the cash amount credited to their accounts as a result of a sale of an interest in a Global Note to a DTC Participant until the European business day for Euroclear or Clearstream immediately following DTC’s settlement date.
We understand from publicly available information that DTC will take any action permitted to be taken by a holder of notes only at the direction of one or more Direct Participants to whose account interests in the Global Notes are credited and only in respect of that portion of the aggregate principal amount of the new notes to which that Direct Participant or those Direct Participants has or have given direction. However, if there is an event of default under the new notes, DTC reserves the right to exchange Global Notes (without the direction of one or more of its Direct Participants) for legended notes in certificated form, and to distribute those certificated forms of notes to its Direct Participants. See “-Exchange of Interests in Global Notes for Certificated Notes”.
Neither we nor the trustee shall have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective Direct and Indirect Participants of their respective obligations under the rules and procedures governing any of their operations. The information in this section concerning DTC, Euroclear and Clearstream and their book-entry systems has been obtained from sources that we believe to be reliable, but we take no responsibility for the accuracy thereof.
Same Day Settlement and Payment.    We expect that payments in respect of the new notes represented by the Global Notes (including principal, premium, if any, and interest on the new notes) will be made by wire transfer of immediately available same day funds to the accounts specified by the holder of interests in that Global Note. With respect to Certificated Notes, we will make all payments of principal, premium, if any, and interest by wire transfer of immediately available same day funds to the accounts specified by the holders thereof or, if no account is specified, by mailing a check to each such holder’s registered address. We expect that any secondary trading in Certificated Notes will also be settled in immediately available funds.
No Personal Liability of Incorporators, Stockholders, Officers, Directors or Employees

No recourse for the payment of the principal of, premium, if any, or interest, if any, on any notes issued under the indentureNew Notes, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any of our obligations, covenants or agreements in the Indenture or in a supplemental indenture or in any notes issued under the indentureNew Notes, or because of the creation of any indebtedness represented thereby, shallwill be had against any of our incorporators, stockholders, officers, directors or employees or of any successor person thereof. Each holder, by accepting notesthe New Notes issued under the indenture,Indenture, waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the notes.New Notes. This waiver may not be effective to waive liabilities under the federal securities laws.

Reports to Holders and SEC Reports

We will, so long as any New Notes are outstanding, file with the Trustee and the SEC, and transmit to holders of the New Notes, the information, documents and other reports, and such summaries thereof, as may be required pursuant to the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), at the times and in the manner provided in the Trust Indenture Act; provided, that any such information, documents or other reports required to be filed with the SEC pursuant to Section 13 or Section 15(d) of the Exchange Act will be filed with the Trustee within 30 days after the information, documents or other reports are required to be filed with the SEC. All such required information, documents and other reports will be deemed filed with the Trustee and transmitted to holders of the New Notes at the time such information, documents or other reports are publicly filed with the SEC via the SEC’s EDGAR filing system (or any successor system); provided, however, that the Trustee will have no responsibility to determine whether or not such filing has taken place.

Book-Entry System, Delivery and Form

The Trusteecertificates representing the New Notes will be issued in the form of one or more fully registered global notes (each, a “Global Note”) and will be deposited with, or on behalf of, DTC and registered in the name of Cede & Co., as the nominee of DTC. Except in limited circumstances, the New Notes will not be issuable in definitive form. Unless and until they are exchanged, in whole or in part, for the individual New Notes represented thereby, any interests in a Global Note may not be transferred except as a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another nominee of DTC or by DTC or any nominee of DTC to a successor depositary or any nominee of such successor.

DTC has advised us that DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities that its participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S.

securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly. The DTC rules applicable to Direct Participants are on file with the SEC.

Holding through Euroclear and Clearstream

Investors may hold interests in a Global Note through Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”), or Clearstream Banking, S.A. (“Clearstream”), in each case, as a participant in DTC. Euroclear and Clearstream will hold interests, in each case, on behalf of their participants through customers’ securities accounts in the names of Euroclear and Clearstream on the books of their respective depositary, which in turn will hold such interests in customers’ securities in the depositaries’ names on DTC’s books.

Payments, deliveries, transfers, exchanges, notices and other matters relating to the New Notes made through Euroclear or Clearstream must comply with the rules and procedures of those systems. Those systems could change their rules and procedures at any time. We and the Trustee have no control over those systems or their participants, and we and the Trustee take no responsibility for their activities. Transactions between participants in Euroclear or Clearstream, on the one hand, and other participants in DTC, on the other hand, would also be subject to DTC’s rules and procedures.

Investors will be able to make and receive through Euroclear and Clearstream payments, deliveries, transfers, exchanges, notices and other transactions involving any securities held through those systems only on days when those systems are open for business. Those systems may not be open for business on days when banks, brokers and other institutions are open for business in the United States.

In addition, because of time-zone differences, U.S. investors who hold interests in the New Notes through those systems and wish on a particular day to transfer their interests, or to receive or make a payment or delivery or exercise any other right with respect to their interests, may find that the transaction will not be effected until the next business day in Brussels or Luxembourg, as applicable. Thus, if investors wish to exercise rights that expire on a particular day, they may need to act before the expiration date. In addition, if investors hold their interests through both DTC and Euroclear or Clearstream, they may need to make special arrangements to finance any purchases or sales of their interests between the U.S. and European clearing systems, and those transactions may settle later than transactions within one clearing system.

Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of the New Notes among participants of DTC, Euroclear and Clearstream, they are under no obligation or responsibility to perform or continue to perform such procedures and such procedures may be changed or discontinued at any time.

Same-Day Funds Payment

All payments of principal and interest in respect of New YorkNotes in book-entry form will be made by us in immediately available funds to the accounts specified by DTC.

The New Notes will trade in DTC’s Same-Day Funds Settlement System until maturity or until the New Notes are issued in certificated form, and secondary market trading activity in the New Notes will therefore be required by DTC to settle in immediately available funds.

The Trustee

U.S. Bank National Association is the trustee under the indenture.Indenture. All payments of principal of, premium, if any, and interest on, and all registration, transfer, exchange, authentication and delivery of, the new notesNew Notes will be effected by the trusteeTrustee at the principalcorporate trust office of the trustee locatedTrustee in New York, New York.

The indenture provides that, except during the continuance of an event of default, the trustee will perform only those duties as are specifically set forth in the indenture. During the existence of an event of default under the indenture, the trustee will exercise those rights and powers vested in it by the indenture, and will use the same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of that person’s own affairs. Subject to these provisions, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the
Charlotte, North Carolina.

holders of the new notes, unless they shall have offered to the trustee security and indemnity satisfactory to the trustee.
TheU.S. Bank of New YorkNational Association is a lender under our new unsecured revolving credit facility. In addition, BNY Capital Markets, Inc., an affiliate of TheConsequently, U.S. Bank of New York, was an initial purchaser in the offering of the old notes. Consequently, The Bank of New YorkNational Association could be faced with potential conflicts of interest and conflicting obligations in the event of a default under, or with regard to other circumstances relating to, any or all of this indebtedness.

The indentureIndenture and provisionprovisions of the Trust Indenture Act contain limitations on the rights of the trustee,Trustee, should it become a creditor of ours, to obtain payment of claims in certain cases or to liquidate certain property received by it in respect of any such claim as security or otherwise. The trusteeTrustee is permitted to engage in other transactions with us or any of our affiliates. If the trusteeTrustee acquires any conflicting interest within the meaning of the Trust Indenture Act and the new notesNew Notes are in default, it must eliminate that conflict, resign or, if applicable, apply to the SEC to continue.

The trusteeTrustee or its affiliates have served and may in the future serve as trustee under various of our debt instruments and have served and may in the future serve as an agent and lender under our credit facilities.

Governing Law

The indentureIndenture and the notes willNew Notes shall be governed by and construed in accordance with the laws of the State of New York.

MATERIAL UNITED STATESU.S. FEDERAL INCOME TAX CONSIDERATIONSCONSEQUENCES

This section describes the

The following discussion is a summary of certain material United StatesU.S. federal income tax consequences of owning and disposing of the notes and of exchanging old notes for new notes in the exchange offer. It appliesoffer to you only if you hold the notes as capital assets for tax purposes. This section does not discuss all aspectsholders of United States federal income tax which may be important to you in light of your individual investment circumstances, and does not apply to you if you are a member of a class of holders subject to special rules, such as a dealer in securities or currencies, a trader in securities that elects to use a mark-to-market method of accounting for securities holdings, a bank or other financial institution, a life insurance company, a tax-exempt organization, a regulated investment company, a person that owns notes that are a hedge or that are hedged against interest rate or currency risks, a person that owns the notes as part of a straddle or conversion transaction for tax purposes, or a person whose functional currency for tax purposesExisting Notes, but is not the United States dollar.

This sectiona complete analysis of all potential tax effects. The summary below is based onupon the Internal Revenue Code of 1986, as amended (the “Code”), its legislative history, existing and proposed regulations underof the Code, publishedTreasury Department, administrative rulings and courtpronouncements of the Internal Revenue Service and judicial decisions, all as currently in effect. These authoritiesof which are subject to change, possibly on awith retroactive basis.effect. This discussionsummary does not address all of the U.S. federal income tax consequences that may be applicable to particular holders, including dealers in securities, financial institutions, insurance companies and tax-exempt organizations. In addition, this summary does not consider the effect of any applicable foreign, state, local, gift, estate or other tax laws.
The federal tax discussion set forth below is includedlaws that may be applicable to a particular holder. This summary applies only to a holder that acquired Existing Notes at original issue for general information onlycash and mayholds such Existing Notes as a capital asset within the meaning of Section 1221 of the Code.

An exchange of Existing Notes for New Notes pursuant to the exchange offer will not be applicable depending upontreated as a taxable exchange or other taxable event for U.S. federal income tax purposes. Accordingly, there will be no U.S. federal income tax consequences to holders who exchange their Existing Notes for New Notes in connection with the exchange offer and any such holder will have the same adjusted tax basis and holding period in the New Notes as it had in the Existing Notes immediately before the exchange.

The foregoing discussion of certain material U.S. federal income tax consequences does not consider the facts and circumstances of any particular holder’s particular situation. Holderssituation or status. Accordingly, each holder of Existing Notes considering the exchange offer should consult theirits own tax advisors with respect toadvisor regarding the tax consequences to them of the beneficial ownership and disposition of the notes,exchange offer to it, including the tax consequencesthose under state, local, foreign and other tax laws and the possible effects of changes in federal or other tax laws.

United States Holders
This subsection describes the tax consequences to a United States holder of owning and disposing of the notes. You are a United States holder if you are a beneficial owner of a note and you are:
Ÿ
a citizen or resident of the United States;
Ÿ
a corporation, partnership or other entity created or organized under the laws of the United States or political subdivision thereof;
Ÿ
an estate whose income is subject to United States federal income tax regardless of its source; or
Ÿ
a trust if (i) a United States court can exercise primary supervision over the trust’s administration and (ii) one or more United States persons are authorized to control all substantial decisions of the trust
If a partnership holds our notes, the tax treatment of a partner will generally depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership holding our notes, you should consult your tax advisor. If you are not a United States holder, this section does not apply to you and you should refer to the section titled “Foreign Holders” below.
Payments of Interest
The notes will not be considered as issued with “original issue discount”. Accordingly, a United States holder will be taxed on any stated interest on its note as ordinary income at the time such holder receives the interest or when it accrues, depending on the holder’s method of accounting for tax purposes.

Exchange of Old Notes for New Notes Pursuant to this Exchange Offer
The exchange of the old notes for these substantially identical new notes registered under the Securities Act will not constitute a taxable exchange for United States federal income tax purposes because the terms of the new notes do not differ materially in kind or extent from the old notes. Accordingly, a United States holder will not recognize taxable gain or loss upon receipt of the exchange note.
Moreover, the United States holder’s holding period for the new note received in the exchange will include the holding period for the old note so exchanged, and such United States holder’s adjusted tax basis in the new note will be the same as such United States holder’s adjusted tax basis in the old notes so exchanged.
Sale, Exchange or Redemption of a Note
Upon the disposition of a note by sale, exchange or redemption, a United States holder will generally recognize gain or loss equal to the difference between (i) the amount of cash proceeds and the fair market value of any property a United States holder receives on the sale, exchange or redemption, except to the extent that amount is attributable to accrued interest not previously included in income, which is taxable as ordinary income, and (ii) that holder’s adjusted federal income tax basis in the note. A United States holder’s initial tax basis in a note generally will be the purchase price of the note. Such gain or loss will generally constitute capital gain or loss and will be long term capital gain or loss if the United States holder has held the note for longer than one year. The deductibility of capital losses is subject to certain limitations.
Foreign Holders
A foreign holder is a beneficial owner of a note that is not a United States holder. The following discussion is a summary of material United States federal tax considerations for a foreign holder of notes. Special rules may apply to certain foreign holders, such as “controlled foreign corporations”, “passive foreign investment companies”, “foreign personal holding companies”, and corporations that accumulate earnings to avoid United States federal income tax, that are subject to special treatment under the Code. These entities should consult their own tax advisors to determine the United States federal, state, local and other tax consequences that may be relevant to them.
Payments of Interest
Subject to the discussion below concerning backup withholding, payments of interest on the notes by us or any paying agent of ours to any foreign holder will not be subject to United States federal income or withholding tax provided that (i) the foreign holder does not actually or constructively own 10% or more of the total combined voting power of all classes of our voting stock, (ii) the certification requirement, as described below, has been fulfilled with respect to the beneficial owner of the note, and (iii) the interest is not effectively connected with the conduct of a United States trade or business of the foreign holder.
The certification requirement referred to above will be fulfilled if the beneficial owner of a note certifies on IRS Form W-8BEN (or other appropriate substitute form) under penalties of perjury, that the beneficial owner is not a United States person and provides its name and address, and (1) such beneficial owner files the IRS Form W-8BEN (or other appropriate substitute form) with the withholding agent or, (2) in the case of a note held on behalf of the beneficial owner by a securities clearing organization, bank or other financial institution holding customers’ securities in the ordinary course of its trade or business that holds a note on behalf of that beneficial owner, that financial institution files a statement with the withholding agent in which it certifies, under penalties of perjury, that it has received the Form W-8BEN (or other appropriate substitute form) from the foreign holder and furnishes the withholding agent with a copy thereof.

The gross amount of payments of interest that do not qualify for the exception from withholding described above will be subject to United States withholding tax at a rate of 30% unless a treaty applies to reduce or eliminate withholding and the foreign holder properly certifies to its entitlement to those treaty benefits. If the interest on the notes, however, is effectively connected with the conduct by the foreign holder (or a partnership in which the foreign holder is a partner, or a trust or estate of which the foreign holder is a beneficiary) of a business within the United States (or if a tax treaty applies, that interest is attributable to a permanent establishment maintained in the United States by the foreign holder) then that interest will generally be subject to tax to the foreign holder in the same manner as a United States holder. In addition, that effectively connected income received by a foreign holder which is a corporation may in certain circumstances be subject to an additional “branch profits tax” at a 30% rate or, if applicable, a lower treaty rate.
Sale, Exchange or Redemption of a Note
A foreign holder generally will not be subject to United States federal income tax or withholding tax on gain realized on the sale, exchange or redemption of notes unless (i) the holder is an individual who was present in the United States for 183 days or more during the taxable year of the sale, exchange or redemption, and certain other conditions are met, or (2) the gain is effectively connected with the conduct of a trade or business of the holder in the United States and, if a treaty applies, that gain is attributable to a permanent establishment maintained in the United States by that holder.
United States Federal Estate Tax
A note held by an individual who is not for United States federal estate tax purposes a citizen or resident of the United States at the time of death will not be includable in the decedent’s gross estate for United States federal estate tax purposes, provided that (1) the holder or beneficial owner did not at the time of death actually or constructively own 10% or more of the combined voting power of our stock entitled to vote, and (2) at the time of death, payments with respect to that note would not have been effectively connected with the conduct by that foreign holder of a trade or business within the United States.
Backup Withholding and Information Reporting
Under current United States federal income tax law, a backup withholding tax at the tax rate of 30% for years 2002 and 2003, 29% for years 2004 and 2005, 28% for years 2006 through 2010 and 31% for years after 2010, and information reporting requirements apply to certain payments of principal and interest made to, and to proceeds of sale before maturity by, certain holders of the notes.
In the case of a United States holder, information reporting requirements and the backup withholding tax will apply to payments of principal or interest and to payments of the proceeds of the sale of a note if the United States holder (i) fails to furnish or certify properly its correct taxpayer identification number to the payer in the manner required, (ii) is notified by the IRS that it has failed to report payments of interest or dividends properly or (iii) under certain circumstances, fails to certify that it has not been notified by the IRS that it is subject to backup withholding for failure to report interest or dividend payments.
Backup withholding and information reporting do not apply with respect to payments made to certain exempt recipients, including a corporation (within the meaning of Code Section 7701(a)). The amount of any backup withholding imposed upon a payment to a United States holder will be allowed as a credit against that holder’s United States federal income tax liability and may entitle that holder to a refund, provided that required information is furnished to the IRS.
In the case of a foreign holder, backup withholding and information reporting will generally not apply to payments of principal or interest made by us or our paying agent (absent actual knowledge that the holder

is actually a United States holder) if the holder has provided the properly required certification under penalties of perjury that it is not a United States holder or has otherwise established an exemption. Failure to provide those certifications in accordance with the requirements of the Code and applicable Treasury Regulations could subject a holder to withholding even if that holder were otherwise entitled to an exemption from withholding.
Foreign holders should consult their own tax advisors regarding the application of information reporting and backup withholding in their particular situations, the availability of an exemption therefrom, and the procedure for obtaining this exemption, if available, and the impact, if any, of the recent Treasury Regulations. Any amounts withheld from a payment to a foreign holder under the backup withholding rules will be allowed as a credit against that holder’s United States federal income tax liability and may entitle that holder to a refund, provided that required information is furnished to the IRS.

PLAN OF DISTRIBUTION
We are not using any underwriters for this exchange offer, and we are bearing the expenses of the exchange.

Each broker-dealer that receives new notesNew Notes for its own account pursuant to thisthe exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the new notes.such New Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notesNew Notes received in exchange for old notes if the old notesExisting Notes where such Existing Notes were acquired as a result of market-making activities or other trading activities. We have agreed that, starting on the date we issue the new notes and ending no later than the closefor a period of business on the date which is 180 days after the completion of this exchange offering,last Exchange Date, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.

In addition, until                 , 2021, all dealers effecting transactions in the New Notes may be required to deliver a prospectus.

We will not receive any proceeds from any sale of the new notes,New Notes by broker-dealers or otherwise.broker-dealers. New notesNotes received by broker-dealers for their own accountaccounts pursuant to thisthe exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notesNew Notes or a combination of thesesuch methods of resale, at market prices prevailing at the time of resale, at prices related to thesuch prevailing market prices or at negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from anya broker-dealer and/or the purchasers of any new notes.such New Notes. Any broker-dealer that sells new notesresells New Notes that were received by it for its own account pursuant to thisthe exchange offer and any broker or dealer that participates in a distribution of new notessuch New Notes may be deemed to be an “underwriter” within the meaning of the Securities Act, and any profit ofon any such resale of the new notesNew Notes and any commissions or concessions received by any of thesesuch persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.

For a period of up to 180 days after the completion of this exchange offer,last Exchange Date, we will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests thesesuch documents in the letter of transmittal. We have agreed to pay all reasonable expenses incident to thisthe exchange offer (including the reasonable expenses of one counsel for the holders of the New Notes) other than underwriting discounts and commissions, brokerage commissions and transfer taxes, if any, relating to the sale or concessionsdisposition of New Notes by any brokers or dealers, and willholder. In addition, we have agreed to indemnify the holders of the old notesNew Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.

LEGAL MATTERS

Certain legal matters relating to

The validity of the new notes and the exchange offerNew Notes will be passed upon for us by Moore & Van Allen PLLC, Charlotte, North Carolina. Some

EXPERTS

The consolidated financial statements and management’s assessment of the attorneys at Moore & Van Allen own stockeffectiveness of internal control over financial reporting (which is included in our company.

EXPERTS
The financial statementsManagement’s Report on Internal Control Over Financial Reporting) incorporated in this prospectus by reference to ourthe Annual Report on Form 10-K for the year ended December 31, 20012020 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent accountants,registered public accounting firm, given on the authority of thatsaid firm as experts in auditing and accounting.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-4 relating to the New Notes offered hereby. This prospectus is a part of the registration statement and does not contain all of the information in the registration statement. Any statement made by us in this prospectus concerning a contract, agreement or other document of ours is not necessarily complete, and you should read the documents that are filed as exhibits to the registration statement and the documents that we reference below under the heading “Information Incorporated by Reference” for a more complete understanding of the contract, agreement or other document. Each such statement is qualified in all respects by reference to the contract, agreement or other document to which it refers.

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public on the SEC’s website at www.sec.gov and at the offices of the New York Stock Exchange located at 11 Wall Street, New York, New York 10005.

We make available free of charge through our website at www.nucor.com copies of the reports, proxy statements and other information we file with the SEC as soon as reasonably practicable after we file such documents electronically with the SEC. The information on our website or linked to or from our website is not incorporated by reference into, and does not constitute a part of, this prospectus or any prospectus supplement.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to “incorporate by reference” information into this prospectus and any prospectus supplement, which means that we can disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated by reference is considered to be part of this prospectus and any prospectus supplement, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below that we previously filed with the SEC and all documents that we subsequently file with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (File No. 001-04119) prior to the termination of this offering (other than, in each case, any portion of these documents deemed to have been “furnished” and not “filed” with the SEC, including any exhibits related thereto):

our Annual Report on Form 10-K for the year ended December 31, 2020 (including the portions of our definitive Proxy Statement on Schedule 14A filed on March 26, 2021 incorporated by reference therein);

our Quarterly Reports on Form 10-Q for the quarters ended April 3, 2021 and July 3, 2021; and

our Current Reports on Form 8-K or Form 8-K/A filed on January 5, 2021, January 25, 2021, February 24, 2021, April 14, 2021, May 17, 2021, June 3, 2021, June 9, 2021 and August 12, 2021.

Any statement contained herein or in any document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus or any prospectus supplement to the extent that a statement contained in this prospectus, or in any subsequently filed document which also is or is deemed to be incorporated by reference into this prospectus, modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We will provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of any such person, a copy of any or all of the information that has been incorporated by reference into this prospectus but not delivered with the prospectus, excluding exhibits to a document unless an exhibit has been specifically incorporated by reference into that document. Such requests should be directed to the attention of our Corporate Secretary at the following address and telephone number:

Nucor Corporation

1915 Rexford Road

Charlotte, North Carolina 28211

Telephone: (704) 366-7000

TO OBTAIN TIMELY DELIVERY OF ANY REQUESTED INFORMATION, YOU MUST MAKE ANY REQUEST NO LATER THAN                       , 2021, WHICH IS FIVE BUSINESS DAYS PRIOR TO THE EXPIRATION DATE OF THE EXCHANGE OFFER.

LOGO
NUCOR CORPORATION

LOGO

Nucor Corporation

Offer to Exchange $350,000,000

Up to $439,312,000 of its 4.875%2.979% Notes due 20122055

That Have Been Registered under Under

the Securities Act for $350,000,000 of its Outstanding Unregistered 4.875%1933, As Amended

For a Like Principal Amount of

2.979% Notes due 20122055

That Have Not Been Registered Under

the Securities Act of 1933, As Amended

PROSPECTUS

Questions or requests for assistance related to the exchange offer and tender procedures and requests for additional copies of this prospectus and the related letter of transmittal should be directed to the Exchange Agent and the Information Agent:

D.F. King & Co., Inc.

By Facsimile (Eligible Institutions Only): (212) 709-3328

By Registered or Certified Mail or Hand Delivery (Eligible Institutions Only):

48 Wall Street

New York, NY 10005

Banks and Brokers Call Collect: (212) 269-5550

All Others, Please Call Toll-Free: (800) 334-0384

By E-mail:nucor@dfking.com

Until                 , 2021, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

                , 2021


PROSPECTUS
,


PART II.    II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.    

Item 20.

Indemnification of Directors and Officers

Set forth below is a description of Directorscertain provisions of the registrant’s Restated Certificate of Incorporation and Officers

Underthe General Corporation Law of the State of Delaware law, a corporation generally may indemnify(the “DGCL”), as such provisions relate to the indemnification of the directors and officers:
for actions taken in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation; and
with respect to any criminal proceeding, if the directors and officers had no reasonable cause to believe that their conduct was unlawful.
In addition, Delaware lawofficers of the registrant. This description is intended only as a summary and is subject to, and is qualified in its entirety by reference to, the registrant’s Restated Certificate of Incorporation and the DGCL.

Section 145 of the DGCL provides that a corporation may advance to a director or officer expenses incurred in defending any action upon receipt of an undertaking by the director or officer to repay the amount advanced if it is ultimately determined that he or she is not entitled to indemnification.

Our certificate of incorporation provides thatindemnify 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, (otherother than an action by or in the right of Nucor),the corporation, by reason of the fact that thesuch person is or was a director, officer, employee or agent of ours,the corporation, or is or was serving at ourthe 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 registrant’s Restated Certificate of Incorporation provides that the registrant will be indemnified by usindemnify and advance expenses to its directors and officers to the fullest extent permitted by Delaware law. The indemnification rights conferred by us are not exclusive

Section 102(b)(7) of any other rightthe DGCL permits a corporation to which persons seeking indemnification may be entitled under any statute, ourinclude a provision in its certificate of incorporation eliminating or bylaws,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 agreement, votebreach of stockholdersthe director’s duty of loyalty to the corporation or disinterested directorsits stockholders; (ii) for acts or otherwise. We are authorizedomissions 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 registrant’s Restated Certificate of Incorporation nor its Bylaws contain such a provision.

Section 145 of the DGCL also permits a corporation to purchase and maintain insurance on behalf of ourany person who is or was a director, officer, employee or agent of the corporation. The registrant maintains directors’ and officers’ liability insurance for its directors and officers.

II-1


In addition, we may pay expenses incurred by our directors and officers in defending a civil or criminal action, suit or proceeding because they are directors or officers in advance of the final disposition of the action, suit or proceeding. The payment of expenses will be made only if we receive an undertaking by or on behalf of a director or officer to repay all amounts advanced if it is ultimately determined that the director or officer is not entitled to be indemnified by us, as authorized by our certificate of incorporation.
Item 21.    Exhibits and Financial Statement Schedules
Item 21.

Exhibits and Financial Statement Schedules

(a)    The

Exhibits.

Exhibit No.  following exhibits are filed as part of this registration statement:

Description

Exhibit No.

  3.1  
filed September 14, 2010 (File No. 001-04119)).
2.1*  3.2  Purchase Agreement,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)).
  4.1Indenture, dated as of September 26, 2002,August 19, 2014, between Nucor Corporation and Banc of America Securities LLC, Wachovia Securities, Inc., Banc One Capital Markets, Inc., CIBC World Markets Corp. and BNY Capital Markets, Inc.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)).
4.1*  4.2  Indenture, dated as of January 12, 1999, between Nucor Corporation and The Bank of New York, as trustee.
4.2*SecondThird Supplemental Indenture, dated as of October 1, 2002,December 7, 2020, between Nucor Corporation and TheU.S. Bank of New York,National Association, as trustee.trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 7, 2020 (File No. 001-04119)).
4.3*  Exchange and Form of 2.979% Notes due 2055 (included in Exhibit 4.2) (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed December 7, 2020 (File No. 001-04119)).
  4.4Registration Rights Agreement, dated as of October 1, 2002, by andDecember 7, 2020, among Nucor Corporation, Banc of AmericaBofA Securities, Inc., J.P. Morgan Securities LLC and WachoviaWells Fargo Securities, Inc.
4.4*Form of 4.875% Note due 2012 (included in Exhibit 4.2)
4.5*Rights Agreement, datedLLC, as of March 8, 2001, between Nucor Corporationlead dealer managers, and American Stock TransferDeutsche Bank Securities Inc., RBC Capital Markets, LLC, U.S. Bancorp Investments, Inc., Siebert Williams Shank & Trust Co., LLC, Fifth Third Securities, Inc., PNC Capital Markets LLC and MUFG Securities Americas Inc., as co-dealer managers (incorporated by reference to Exhibit 44.3 to Nucor’sthe Current Report on Form 8-K filed March 9, 2001)December 7, 2020 (File No. 001-04119)).
4.6**  5.1*  Multi-Year Revolving Credit Agreement, dated as of October 4, 2002, between Nucor Corporation and the Lenders named therein.

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Exhibit No.

Description of Exhibit

4.7**364-Day Revolving Credit Agreement, dated as of October 4, 2002, between Nucor Corporation and the Lenders named therein.
5.1**Opinion of Moore & Van Allen PLLC.
12.1*  23.1*  Statement regarding calculationConsent of earnings to fixed charges.PricewaterhouseCoopers LLP.
23.1**23.2*  Consent of Moore & Van Allen PLLC (included in Exhibit 5.1).
23.2*24.l*  Consent of PricewaterhouseCoopers LLP.
24.1*Power of Attorney for the directors and officers of Nucor Corporation (included on page II-4 hereof)the signature pages to this registration statement).
25.1*25.l*  Statement of Eligibility of Trustee on Form T-1.T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank National Association, as trustee, under the Indenture, dated as of August 19, 2014, between Nucor Corporation and U.S. Bank National Association, as trustee.
99.1**99.1*  Form of Letter of Transmittal.
99.2**99.2*  NoticeForm of Guaranteed Delivery.Letter to Clients.
99.3**99.3*  Form of Exchange Agent Agreement.Letter to Registered Holders.

*

Filed concurrently with this registration statement.herewith.

II-2


**Item 22.To be filed by subsequent amendment.

Undertakings

Item 22.    Undertakings
A. Rule 415 Offering

The undersigned Registrantregistrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SECCommission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. B. Subsequent Documents Incorporated By ReferenceProvided, however

The, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant hereby undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

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(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6) That, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual

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report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Indemnification of Officers, Directors and Controlling Persons

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person of the registrant in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

D. Information Requests

The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. The undertaking aboveThis includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrantregistrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on this 13th19th day of December, 2002.

August, 2021.

NUCOR CORPORATION
NUCOR CORPORATION
By: 

/S/    TERRY S. LISENBY        


s/ James D. Frias

 
Terry S. Lisenby
James D. Frias
Chief Financial Officer, Treasurer and
Executive Vice President
We,

POWER OF ATTORNEY

Each of the undersigned directors and officers of Nucor Corporation dothe above named registrant, by his or her execution hereof, hereby constituteconstitutes and appoint Terry S. Lisenby ourappoints Leon J. Topalian, James D. Frias, A. Rae Eagle, Michael D. Keller and Gregory J. Murphy, and each of them, as his or her true and lawful attorney-in-factattorneys-in-fact and agent,agents, with full power of substitution and resubstitution, to do any and all acts and things for ushim or her, and in ourhis or her name, place and stead, in any and all capacities, to signexecute any and all amendments including post effective amendments(including post-effective amendments) to this Registration Statement including anysuch registration statement filedand any related registration statement (or amendment thereto) pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, together with all exhibits and schedules thereto and all other documents in connection therewith, with the Securities and Exchange Commission and wewith such state securities authorities as may be appropriate, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite, necessary or advisable to be done in and about the premises, as fully and to all intents and purposes as the undersigned might or could do in person, and hereby ratifyratifying and confirmconfirming all thatthe acts of said attorney-in-factattorneys-in-fact and agent,agents, or hisany of them, or their substitutes, which they may lawfully do in the premises or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant in the capacities andindicated on the dates indicated.

this 19th day of August, 2021:

Name

Signature

 
Title

 
Date

Title

/s/ PETER C. BROWNING        


Peter C. Browning
Leon J. Topalian

Leon J. Topalian

 Non-executive Chairman December 13, 2002

President, Chief Executive Officer and Director

(Principal Executive Officer)

/S/    CLAYTON C. DALEY, JR.        


Clayton C. Daley, Jr.
s/ James D. Frias

James D. Frias

 Director December 13, 2002
/S/    DANIEL R. DIMICCO        

Daniel R. DiMicco
Vice-Chairman, President and Chief Executive OfficerDecember 13, 2002
/S/    HARVEY B. GANTT        

Harvey B. Gantt
DirectorDecember 13, 2002
/S/    VICTORIA F. HAYNES        

Victoria F. Haynes
DirectorDecember 13, 2002
/S/    JAMES D. HLAVACEK        

James D. Hlavacek
DirectorDecember 13, 2002
/S/    RAYMOND J. MILCHOVICH        

Raymond J. Milchovich
DirectorDecember 13, 2002
/S/    TERRY S. LISENBY        

Terry S. Lisenby

Chief Financial Officer, Treasurer and

Executive Vice President (Principal

(Principal Financial and Accounting Officer)

/s/ Michael D. Keller

Michael D. Keller

 December 13, 2002

Vice President and Corporate Controller

(Principal Accounting Officer)

/s/ Patrick J. Dempsey

Patrick J. Dempsey

Director

/s/ Christopher J. Kearney

Christopher J. Kearney

Director

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Signature

Title

/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

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