NUCOR CORP, 10-K, 2000-03-23

NUCOR CORP
10-K, 2000-03-23
STEEL WORKS, BLAST FURNACES & ROLLING MILLS (COKE OVENS)

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended December 31, 1999 Commission file number 1-4119
----------------- ------

NUCOR CORPORATION
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)

Delaware 13-1860817
- --------------------------------------------- -------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)

2100 Rexford Road, Charlotte, North Carolina 28211
- -------------------------------------------- ----------------
(Address of principal executive offices) (Zip code)

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

Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange
Title of each class on which registered
------------------- -------------------------
Common stock, par value $.40 per share New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indication by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months, and (2) has been subject to such filing
requirements for the past 90 days: Yes X No
----- -----

Indication by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K: ____________

Aggregate market value of common stock held by non-affiliates was $4,105,357,996
at February 29, 2000.

86,360,986 shares of common stock were outstanding at February 29, 2000.

Documents incorporated by reference include: Portions of 1999 annual report
(Parts I, II, III and IV), and proxy statement for 2000 annual stockholders'
meeting (Part III).

-1-
<PAGE>
PART I

Item 1. Business
- ------------------

Nucor Corporation was incorporated in Delaware in 1958.

The business of Nucor Corporation and its subsidiaries is, and for a number
of years has been, the manufacture and sale of steel products, which accounted
for all of sales and earnings in 1999, 1998 and 1997. Nucor reports in one
segment.

Principal steel products are hot-rolled steel (angles, rounds, flats,
channels, sheet, wide-flange beams, pilings, billets, blooms and beam blanks),
cold-rolled steel, cold finished steel, steel joists and joist girders, steel
deck, steel fasteners and steel grinding balls. Hot-rolled steel is manufactured
principally from scrap, utilizing electric furnaces, continuous casting and
automated rolling mills. Cold-rolled steel, cold finished steel, steel joists
and joist girders, steel fasteners and steel grinding balls are manufactured by
further processing of hot-rolled steel. Steel deck is manufactured from
cold-rolled steel.

Hot-rolled steel, cold-rolled steel, cold finished steel, steel fasteners and
steel grinding balls are manufactured in standard sizes and inventories are
maintained. In 1999, approximately 84% of hot and cold-rolled steel production
was sold to non-affiliated customers; the remainder was used in the manufacture
of other steel products as described above. Hot-rolled steel, cold-rolled steel
and cold finished steel are sold primarily to steel service centers, fabricators
and manufacturers. Steel fasteners are sold to distributors and manufacturers,
and steel grinding balls are sold primarily to the mining industry.

Steel joists and joist girders, and steel deck are sold to general
contractors and fabricators throughout the United States. Substantially all work
is to order and no unsold inventories of finished products are maintained. All
sales contracts are firm-fixed-price contracts and are normally competitively
bid against other suppliers.

The primary raw material is ferrous scrap, which is acquired from numerous
sources throughout the country. The operating facilities are large consumers of
electricity and gas. Supplies of raw materials and energy have been, and are
expected to be, adequate to operate the facilities.

Steel products are marketed principally through in-house sales forces. The
principal competitive factors are price and service. Considerable competition
exists from numerous domestic manufacturers and foreign imports. During 1998 and
the first half of 1999, imports of steel increased significantly, much of it at
dumping prices. The effects of the dumped imports decreased during the latter
part of 1999. Nucor believes that the most significant factor with respect to
its competitive position is its low cost and efficiency of its production
processes. The markets that Nucor serves are tied to capital and durable goods
spending and are affected by changes in economic conditions.

Nucor's backlog of orders was about $1,033,000,000 at December 31, 1999, and
about $710,000,000 at December 31, 1998 (all of which are normally filled within
one year).

Nucor is highly decentralized and has 30 employees in its executive offices.
All of Nucor's 7,500 employees are engaged in its steel products business.

Additional information on Nucor's business is incorporated by reference to
Nucor's 1999 annual report, pages 5, 8, 9, 10, 11 and 12.

-2-
<PAGE>

Item 2. Properties
- -------------------

Principal operating facilities are as follows:
<TABLE>
<CAPTION>
Approximate
square footage Principal
Location of facilities products
-------- -------------- ---------
<S> <C> <C>
Blytheville-Hickman, Arkansas 3,340,000 Steel shapes, flat-rolled steel
Norfolk-Stanton, Nebraska 2,380,000 Steel shapes, joists, deck
Brigham City-Plymouth, Utah 1,910,000 Steel shapes, joists
Darlington-Florence, South Carolina 1,650,000 Steel shapes, joists, deck
Grapeland-Jewett, Texas 1,510,000 Steel shapes, joists, deck
Crawfordsville, Indiana 1,410,000 Flat-rolled steel
Berkeley, South Carolina 1,900,000 Steel shapes, flat-rolled steel
</TABLE>

Additional operating facilities are located in Fort Payne, Alabama, St. Joe
and Waterloo, Indiana, Wilson, North Carolina and Swansea, South Carolina, all
engaged in the manufacture of steel products. During 1999, the average
utilization rate of all operating facilities was more than 80% of production
capacity.

Item 3. Legal Proceedings
- --------------------------

Involvement in various judicial and administrative proceedings, as both
plaintiff and defendant, is considered immaterial, and includes matters relating
to contracts, torts, taxes and insurance. In the fourth quarter of 1999, Nucor
paid $340,000 for violation of air emissions standards at its facility in
Blytheville, Arkansas. Nucor works with Federal and State Agencies in on-going
assessments of environmental matters at Nucor plant sites. Nucor cannot estimate
the costs to comply with any regulatory findings, but does not believe that
there will be any material effect on its financial condition.

Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------

None during quarter ended December 31, 1999.

PART II

Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
- ------------------------------------------------------------------------------
Item 6. Selected Financial Data
- --------------------------------
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
- -------------------------------------------------------

Incorporated by reference to Nucor's 1999 annual report, pages 19 and 13, 13,
and 12, respectively.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk
- --------------------------------------------------------------------

None.

Item 8. Financial Statements and Supplementary Data
- ------------------------------------------------------

Incorporated by reference to Nucor's 1999 annual report, pages 14 to 18.

Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures
- ----------------------------------------------------------

None.

-3-
<PAGE>

PART III

Item 10. Directors and Executive Officers
- -------------------------------------------
Item 11. Executive Compensation
- --------------------------------
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -------------------------------------------------------------------------

Incorporated by reference to Nucor's proxy statement for 2000 annual
stockholders' meeting, and page 19 of Nucor's 1999 Annual Report.

Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------

None.

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
- ---------------------------------------------------------------------------

Financial Statements and Supplementary Data:
Consolidated balance sheets........................ (Incorporated )
Consolidated statements of earnings................ (by reference )
Consolidated statements of stockholders' equity.... (to Nucor )
Consolidated statements of cash flows.............. (Corporation's 1999 )
Notes to consolidated financial statements......... (annual report, )
Independent accountants report..................... (pages 14 to 18 )

Financial Statement Schedules:

All schedules are omitted because they are not required, not applicable,
or the information is furnished in the consolidated financial statements or
notes.

Exhibits:
3 - Restated Certificate of Incorporation (incorporated by reference
to Form 10-K for year ended December 31, 1990)
3(i) - Certificate of amendment dated May 14, 1992, to Restated
Certificate of Incorporation (incorporated by reference to
Form 10-K for year ended December 31, 1992)
3(ii) - By-Laws as amended January 1, 1996 (incorporated by reference
to form 10-K for year ended December 31, 1996)
3(iii)- Certificate of amendment dated May 14, 1998, to Restated
Certificate of Incorporation (incorporated by reference to
Form 10-K for year ended December 31, 1998)
11 - Computation of net earnings per share
13 - 1999 annual report (portions incorporated by reference)
21 - Subsidiaries
23 - Independent accountants consent
24 - Powers of attorney
27 - Financial data schedule

Reports on Form 8-K:

None filed during the quarter ended December 31, 1999.

-4-
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed (1) by the Registrant, and (2) on behalf of the
Registrant, by its principal executive, financial and accounting officers, and
its directors.

NUCOR CORPORATION

By /s/ H. David Aycock * PETER C. BROWNING
--------------------------------- --------------------------
H. David Aycock Peter C. Browning
Chairman, President and Director
Chief Executive Officer

/s/ H. David Aycock * HARVEY B. GANTT
------------------------------------ ------------------------
H. David Aycock Harvey B. Gantt
Chairman, President, Director
Chief Executive Officer and Director

/s/ Terry S. Lisenby * VICTORIA F. HAYNES
------------------------------------ ---------------------------
Terry S. Lisenby Victoria F. Haynes
Chief Financial Officer, Treasurer Director
and Executive Vice President

/s/ K. Rex Query * JAMES D. HLAVACEK
------------------------------------ --------------------------
K. Rex Query James D. Hlavacek
Corporate Controller and Director
General Manager

* SAMUEL SIEGEL
----------------------------
Samuel Siegel
Vice Chairman and Director

*By /s/ Terry S. Lisenby
------------------------------
Terry S. Lisenby
Attorney-in-fact

Dated: March 22, 2000

-5-

EXHIBIT 11 - COMPUTATION OF NET EARNINGS PER SHARE
- --------------------------------------------------

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------
1999 1998 1997
------------ ------------ --------
<S> <C> <C> <C>
BASIC:
Basic net earnings......................... $244,589,094 $263,708,596 $294,482,440
============ ============ ============

Average shares outstanding................. 87,247,160 87,861,501 87,872,485
========== ========== ==========

Basic net earnings per share............... $2.8034 $3.0014 $3.3512
======= ======= =======

DILUTED:
Diluted net earnings....................... $244,589,094 $263,708,596 $294,482,440
============ ============ ============

Diluted average shares outstanding:
Basic shares outstanding................. 87,247,160 87,861,501 87,872,485
Dilutive effect of employee stock options 40,116 16,693 49,832
---------- ---------- ----------
87,287,276 87,878,194 87,922,317
========== ========== ==========

Diluted net earnings per share............. $2.8021 $3.0008 $3.3493
======= ======= =======

</TABLE>

BUSINESS REVIEW

Nucor's business is the manufacture of steel products. During the last five
years, the sales of Nucor have increased 35%, from $2,976,000,000 in 1994 to
$4,009,000,000 in 1999. All of this growth has been internally generated.

NUCOR STEEL
NUCOR-YAMATO STEEL COMPANY

Nucor operates scrap-based steel mills in eight locations. These mills
utilize modern steelmaking techniques and produce steel at a cost competitive
with steel manufactured anywhere in the world.

Production in 1999 was a record 10,376,000 tons, an 8% increase from
9,642,000 tons in 1998. Annual production capacity has grown from 120,000 tons
in 1970 to a present total of about 12,000,000 tons.

Steel sales to outside customers in 1999 were 8,734,000 tons, 7% higher
than the 8,162,000 tons in 1998. This represented about 84% of the eight mills'
production; the balance was used by the Vulcraft, Nucor Cold Finish, Nucor
Building Systems, Nucor Grinding Balls and Nucor Fastener operations.

VULCRAFT

Vulcraft is the nation's largest producer of steel joists and joist
girders. These products are produced and marketed nationally through six
Vulcraft facilities.

Steel joists and joist girders are part of support systems used extensively
in industrial, commercial and institutional buildings and, to a lesser extent,
in high-rise office buildings, apartment buildings and single-family dwellings.

In 1999, Vulcraft produced 616,000 tons of steel joists and joist girders,
3% more than the 600,000 tons in 1998. Current annual production capacity is
more than 650,000 tons.

Nucor is also the nation's largest producer of steel deck. The Vulcraft
facilities in South Carolina, Nebraska, Alabama, Texas and Indiana produce steel
deck. This product is used extensively for floor and roof systems. In 1999,
Vulcraft's steel deck sales were 375,000 tons, a 10% increase from the 342,000
tons produced in 1998.

Sales of steel joists, joist girders and steel deck are dependent on the
non-residential building construction market.

NUCOR COLD FINISH

Nucor Cold Finish has facilities in Nebraska, South Carolina and Utah.
These facilities produce cold finished steel bars used extensively for shafting
and machined precision parts.

The expanded facility in Nebraska also produces turned, ground and polished
steel bars.

Sales in 1999 were 243,000 tons, a decrease of 7% from the 261,000 tons
sold in 1998.

NUCOR BUILDING SYSTEMS

Nucor Building Systems has modern facilities to produce metal buildings and
components in Indiana and South Carolina. Construction is nearly complete on
Nucor's third building systems facility, located in Terrell, Texas, with
start-up anticipated in the second quarter of 2000.

NUCOR GRINDING BALLS

Nucor Grinding Balls produces steel grinding balls in Utah for the mining
industry, and accounts for a small percentage of Nucor's sales.

NUCOR BEARING PRODUCTS

This North Carolina facility produces steel bearings and machined steel
parts, and accounts for a small percentage of Nucor's sales.

NUCOR FASTENER

Nucor Fastener's state-of-the-art steel bolt-making facility in Indiana has
an annual capacity of close to 75,000 tons. During 1999, the Fastener facility
in Arkansas was consolidated with the facility in Indiana.

FINANCES

Capital expenditures are primarily for new facilities and expansion of
existing facilities. These expenditures were $374,700,000 in 1999 and are
anticipated to be more than $400,000,000 in 2000. Funds are provided from
operations and new long-term debt.

In 1999 the ratio of long-term debt to total capital (long-term debt plus
minority interests plus stockholders' equity) was 13%, compared with 8% in 1998.
Nucor's objective is to maintain a strong balance sheet. Nucor has the financial
ability to borrow significant additional funds and still maintain reasonable
leverage.

EARNINGS

Net earnings of $2.80 per share in 1999 decreased 7% from $3.00 per share
in 1998. Earnings were 11% of average equity in 1999, compared with 13% in 1998.

5
<PAGE>
NUCOR STEEL
DIVISIONS

Darlington, South Carolina
Norfolk, Nebraska
Jewett, Texas
Plymouth, Utah
Crawfordsville, Indiana
Hickman, Arkansas
Berkeley County, South Carolina

The manufacture of steel is a major area of operations for Nucor. Nucor
Steel produces bars, angles, light structural, sheet and special steel products.
In addition to selling steel on the open market, these steel mills assure an
economical supply of steel for the Vulcraft, Nucor Cold Finish, Nucor Building
Systems, Nucor Grinding Balls and Nucor Fastener operations.

NUCOR-YAMATO
STEEL COMPANY

Blytheville, Arkansas

Nucor-Yamato Steel Company produces wide-flange steel beams, pilings and
heavy structural steel products.

OPERATIONS

There are four Nucor Steel mills that produce bar and light structural
carbon and alloy steels. Three of Nucor Steel's mills produce sheet steel. In
addition, the mill in Berkeley County, South Carolina produces steel beams. All
of the steel mills are among the most modern and efficient mills in the United
States. Steel scrap is melted in electric arc furnaces and poured into
continuous casting systems.

Highly sophisticated rolling mills convert the billets and slabs into
angles, rounds, channels, flats, sheet, beams and other products. The operations
in the rolling mills are highly automated and require fewer operating employees
than older mills.

In constructing Nucor Steel mills, capital cost per ton of capacity has
been lower than the capital cost generally required for other steel mills. The
first Nucor Steel bar mill was constructed in 1969 and has been extensively
modernized. The next three bar mills were constructed between 1973 and 1981. The
total capital cost of all four bar mills averaged less than $170 per ton of
current annual capacity.

Total capacity of the four bar mills exceeds 3,000,000 tons per year.

The Nucor Steel sheet mills were constructed between 1989 and 1996. The
total cost of these sheet mills averaged less than $300 per ton of current
annual capacity. The sheet mills utilize thin slab casters to produce hot and
cold-rolled sheet steel. Nucor's sheet mills have a lower capital cost than
integrated steel mills producing these products. Total capacity of the sheet
mills is about 5,900,000 tons per year.

All Nucor Steel mills have high productivity, which results in employment
costs of approximately 10% of the sales dollar. This is lower than the
employment costs of integrated steel companies producing comparable products.

Employee turnover in all mills is extremely low. All employees have a
significant part of their compensation based on their productivity. Production
employees work under group incentives that provide increased earnings for
increased production. This additional compensation is paid weekly.

Steel mills are large consumers of electricity and gas. However, because of
the high efficiency of Nucor Steel mills, these energy costs were less than 10%
of the sales dollar in 1999.

Scrap and scrap substitutes are the most significant element in the total
cost of steel. Their average cost decreased to less than $115 per gross ton in
1999 from about $145 per gross ton in 1998.

MARKETS

About 80% of the seven mills' production in 1999 was sold to outside
customers and the balance was used internally by the steel joist, steel deck,
cold finish, building systems, grinding ball and fastener operations.

In recent years, Nucor Steel's product line has been broadened to include a
wider range of chemistries and sizes of coiled sheet, angles, straight-length
and coiled rounds, channels, flats, forging billets and special small shapes.
These steel products have wide usage, including pipe, farm equipment, oil and
gas equipment, mobile homes, transmission towers, bed frames, hand tools,
automotive parts, highway signs, building construction, machinery and industrial
equipment. Nucor Steel's customers are primarily manufacturers and steel service
centers.

[GRAPHIC OMITTED]

8
<PAGE>
MARKETING

Nucor Steel uses a simpler, highly competitive pricing system than the
complicated pricing structure traditional in the steel industry. All customers
in a region are charged the same published price. This allows customers to
maintain the lowest practical inventory.

NEWER FACILITIES AND EXPANSIONS

In 1998, Nucor Steel substantially completed construction and started
operations of a major addition to Nucor's Hickman, Arkansas steel sheet mill.
This addition includes an 800,000 tons-per-year cold rolling facility; a 500,000
tons-per-year galvanizing facility; and associated pickling, oiling and
annealing facilities.

During 1999, Nucor Steel completed construction and started operations of
Nucor's 500,000 tons-per-year steel beam mill in Berkeley County, South
Carolina.

Construction is continuing satisfactorily on the second caster addition at
the steel sheet mill in Berkeley County, South Carolina. This addition will cost
more than $40,000,000 and will increase this mill's hot-band capacity from
1,500,000 tons to 2,300,000 tons per year. Start-up is expected in the third
quarter of 2000.

Construction will begin soon on a second cold rolling facility at Berkeley
County, increasing this mill's cold rolled steel capacity from 750,000 tons to
1,500,000 tons per year, at a cost of about $40,000,000. Start-up should be late
in 2000.

Construction is continuing satisfactorily at Nucor's 1,000,000
tons-per-year steel plate mill in Hertford County, North Carolina. This facility
will cost over $350,000,000, and start-up is expected early in the third quarter
of 2000.

NUCOR-YAMATO
STEEL COMPANY

In 1988, Nucor and Yamato Kogyo, one of Japan's major producers of
wide-flange beams, completed construction and started operation of a steel mill
to produce wide-flange beams, pilings and heavy structural steel products near
Blytheville, Arkansas. This mill uses a special continuous casting method that
produces a beam blank closer in shape to that of the finished beam than
traditional methods.

In 1993, Nucor-Yamato Steel completed construction and started operation of
a major addition to its steel mill to produce larger-depth wide-flange beams.
This expansion increased annual capacity by about 80%.

This steel mill, in which Nucor has a 51% interest, now has an annual
capacity of more than 2,400,000 tons. In 1999, Nucor-Yamato Steel shipped
approximately 2,200,000 tons of finished and semi-finished steel products.

OUTLOOK FOR THE FUTURE

The manufacture of steel will continue to be a key factor in Nucor's future
performance. Total steel production is anticipated to increase significantly
over the next several years from the 10,376,000 tons produced in 1999. Nucor
anticipates additional steel mill expansions and the construction of additional
steel mills, which could increase annual capacity to more than 13,000,000 tons
per year.

Nucor expects to continue to generate above-average earnings from its
steelmaking operations in the future.

[GRAPHIC OMITTED]

9
<PAGE>
VULCRAFT DIVISIONS

Florence, South Carolina
Norfolk, Nebraska
Fort Payne, Alabama
Grapeland, Texas
St. Joe, Indiana
Brigham City, Utah

Vulcraft produces steel joists, joist girders and steel deck for building
construction. This is a major area of operations for Nucor.

OPERATIONS

There are six Vulcraft operations with total joist and joist girder
production capacity of about 650,000 tons per year.

The production of joists by Vulcraft in 1999 was 616,000 tons, an increase
from the 600,000 tons produced in 1998.

Materials, primarily steel, were about 40% of the joist sales dollar in
1999. Vulcraft obtained almost 90% of its steel requirements from Nucor Steel.
For 1999, freight costs for joists and joist girders were less than 10% of the
sales dollar. Vulcraft maintains an extensive fleet of trucks to ensure and
control on-time delivery.

Almost all of the production employees of Vulcraft work with a group
incentive system, which provides increased compensation each week for increased
performance.

Steel deck is manufactured by the five Vulcraft operations in South
Carolina, Nebraska, Alabama, Texas and Indiana. Total deck production capacity
for these facilities is about 375,000 tons per year.

Vulcraft steel deck sales increased to 375,000 tons in 1999 from 342,000
tons in 1998. Coiled sheet steel was about 60% of the steel deck sales dollar in
1999.

MARKETS

Joists and joist girders are used extensively as part of the support
systems in manufacturing buildings, retail stores, shopping centers, warehouses,
schools, churches, hospitals and, to a lesser extent, in multi-story buildings,
apartments and single-family dwellings. Building support systems using joists
and joist girders are frequently more economical than other systems.

Steel joists and joist girder sales are obtained by competitive bidding.
Vulcraft quotes on an estimated 80% to 90% of the domestic buildings using steel
joists and joist girders as part of the support systems. In 1999, Vulcraft
supplied more than an estimated 40% of total domestic sales of these products.

Steel deck is used extensively in floors and roofs. Steel deck is specified
in the vast majority of buildings using steel joists and joist girders.

OUTLOOK FOR THE FUTURE

The increased level of construction in recent years has favorably impacted
the volume of non-residential buildings supplied by Vulcraft. Nucor is actively
searching for a site for a Vulcraft facility in the northeast United States to
produce steel joists, joist girders and steel deck. This facility should cost
about $50,000,000 and construction will start after satisfactory resolution of
site location, regulatory approvals, tax matters, utility contracts and
equipment contracts.

[GRAPHIC OMITTED]

10
<PAGE>
NUCOR
COLD FINISH
DIVISIONS

Norfolk, Nebraska
Darlington, South Carolina
Brigham City, Utah

Nucor Cold Finish has three facilities producing cold drawn and turned,
ground and polished steel bars. Total capacity of all three facilities is about
350,000 tons per year.

Cold finished steel products are used extensively for shafting and machined
precision parts. Nucor Cold Finish produces rounds, hexagons, flats and squares
in carbon and alloy steels.

All three facilities are among the most modern in the world and use in-line
electronic testing to ensure outstanding quality.

Nucor Cold Finish obtains most of its steel from nearby Nucor Steel mills.
This factor, along with its efficient newer facilities, results in highly
competitive pricing.

1999 sales of cold finished steel products were 243,000 tons, a decrease of
7% from 1998's 261,000 tons. The market for these products is estimated at more
than 1,000,000 tons.

Nucor Cold Finish anticipates increases in sales and earnings during the
next several years.

NUCOR
BUILDING SYSTEMS
DIVISIONS

Waterloo, Indiana
Swansea, South Carolina

Nucor Building Systems produces pre-engineered metal building systems and
has an annual capacity of more than 100,000 tons. The size of the buildings that
can be produced ranges from less than 500 square feet to more than 1,000,000
square feet. The buildings are sold through a builder distribution network in
order to provide fast-track, customized solutions for building owners.

Building systems sales in 1999 were 66,000 tons, 6% less than the 70,000
tons in 1998.

Nucor Building Systems has the flexibility to provide buildings with either
solid-web or open-web framing systems. The primary markets are commercial,
industrial and institutional buildings.

Nucor Building Systems obtains a significant portion of its steel
requirements from Nucor Steel.

Construction is nearly complete on Nucor's third building systems facility,
located in Terrell, Texas, with start-up anticipated in the second quarter of
2000.

NUCOR
GRINDING BALLS
DIVISION

Brigham City, Utah

Nucor Grinding Balls produces steel grinding balls for the mining industry,
which consumes them in processing copper, iron, zinc, lead, gold, silver and
other ores.

This facility is favorably located to efficiently service its primary
market in the western United States. A high degree of automation results in low
costs and highly competitive sales prices.

Nucor Grinding Balls' total sales account for a small percentage of Nucor's
sales.

NUCOR
BEARING PRODUCTS
DIVISION

Wilson, North Carolina

Nucor Bearing Products produces steel bearing components in heat-treated,
fully machined, or as-forged condition.

The facility uses just-in-time production methods to support low inventory
levels and short lead times to meet customers' delivery requirements. Quality
control systems consistent with QS-9000 are implemented to assure customers of
continuous improvement and high quality products.

Products manufactured have a wide variety of applications, including
automotive, office equipment, electric motors, farm equipment and materials
handling equipment.

All of Nucor Bearing Products sales are to the larger industrial companies
in the United States.

Nucor Bearing Products serves industry's growing need to source high volume
bearing components from outside vendors.

In 1998, Nucor Bearing Products completed construction on an expansion that
increased capacity by more than 250%.

[GRAPHIC OMITTED]

11
<PAGE>
NUCOR
FASTENER
DIVISION

St. Joe, Indiana

Nucor Fastener produces standard steel hexhead cap screws hex bolts, socket
head cap screws and structural bolts. Annual capacity is more than 75,000 tons.

Nucor Fastener obtains much of its steel from Nucor Steel.

The Nucor Fastener facility is among the most modern in the world and
allows Nucor Fastener to maintain highly competitive pricing in a market
currently dominated by foreign suppliers. This operation is highly automated and
has fewer employees than comparable facilities.

Fasteners are used in a broad range of markets, including automotive,
machine tools, farm implements, construction and military applications.

Nucor Fastener's production capacity is less than an estimated 20% of the
total market for these products.

During 1999, the Fastener facility in Arkansas was consolidated with the
facility in Indiana.

ANALYSIS OF
OPERATIONS
AND FINANCES

OPERATIONS

The decrease in 1999 and 1998 sales resulted from decreased sales prices.
During 1998 and the first two quarters of 1999, imports of steel increased
significantly, much of it at dumping prices. The effects of the dumped imports
decreased during the latter part of 1999. The increase in 1997 sales resulted
primarily from increased volume.

The major component of cost of products sold is raw material costs. The
average price of raw materials decreased by 20% in 1999, and was substantially
unchanged in 1998 and 1997. The major components of marketing, administrative
and other expenses are freight and profit sharing costs. Unit freight costs were
substantially unchanged in 1999, increased slightly in 1998, and decreased
slightly in 1997. Profit sharing costs decreased by about 17% in 1999, decreased
by about 15% in 1998, and increased by about 30% in 1997. Profit sharing costs
are based upon and fluctuate with pre-tax earnings.

Interest income, net of interest expense, increased in 1999 and 1998 due to
an increase in average short-term investments. The 1997 decrease resulted from
increased borrowings.

The decrease in 1999 earnings resulted primarily from decreased sales
prices.

The decrease in 1998 earnings resulted primarily from decreased margins and
increased pre-operating and start-up costs of new facilities.

The increase in 1997 earnings resulted primarily from increased sales due
to increased volume.

LIQUIDITY AND
CAPITAL RESOURCES

In 1999 working capital increased 57% to $1 billion, due primarily to
increased cash and short-term investments provided by the issuance of long-term
debt. The current ratio was 2.9 in 1999, 2.3 in 1998, and 2.1 in 1997.

The increase in 1999 and 1998 inventories was due primarily to an increase
in quantities of work-in-process and finished goods. The increase in 1997
inventories was mainly due to increased prices and increased production levels.

Capital expenditures were $375 million in 1999, $503 million in 1998, and
$307 million in 1997. Capital expenditures are currently projected to be more
than $400 million in 2000. Funds provided from operations, existing credit
facilities and new borrowings are expected to be adequate to meet future capital
expenditure and working capital requirements.

Net long-term debt borrowings were $175 million in 1999, $47 million in
1998, and $15 million in 1997. Unused long-term credit facilities total $248
million at the end of 1999. The percentage of long-term debt to total capital
was 13% in 1999, 8% in 1998, and 7% in 1997.

Nucor's directors have approved the purchase of up to 5,000,000 shares of
Nucor common stock. During 1998 and 1999, Nucor repurchased approximately
1,100,000 shares at a cost of approximately $46,000,000.

12
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>

SIX-YEAR
FINANCIAL REVIEW 1999 1998

FOR THE YEAR

Net sales ........................... $4,009,346,082 $4,151,232,283
Costs and expenses:
Cost of products sold .............. 3,480,478,687 3,591,782,838
Marketing, administrative
and other expenses ................ 154,773,600 147,973,101
Interest expense (income) .......... (5,095,299) (3,832,252)
-------------- --------------
3,630,156,988 3,735,923,687
Earnings before
federal income taxes ............... 379,189,094 415,308,596
Federal income taxes ................ 134,600,000 151,600,000
-------------- --------------
Net earnings ........................ 244,589,094 263,708,596
Net earnings per share .............. 2.80 3.00
Dividends declared per share ........ .52 .48
Percentage of earnings to sales ..... 6.1% 6.4%
Return on average equity ............ 11.3% 13.4%
Capital expenditures ................ 374,717,759 502,910,263
Depreciation ........................ 256,637,460 253,118,608
Sales per employee .................. 547,762 591,596

AT YEAR END

Current assets ...................... $1,538,508,511 $1,129,467,383
Current liabilities ................. 531,030,898 486,897,157
-------------- --------------
Working capital ..................... 1,007,477,613 642,570,226
Current ratio ...................... 2.9 2.3
Property, plant and equipment ....... 2,191,339,477 2,097,078,473
Total assets ........................ 3,729,847,988 3,226,545,856
Long-term debt ...................... 390,450,000 215,450,000
Percentage of debt to capital ...... 13.3% 8.4%
Stockholders' equity ................ 2,262,247,906 2,072,551,781
Per share .......................... 25.96 23.73
Shares outstanding .................. 87,133,737 87,352,906
Stockholders ........................ 55,000 62,000
Employees ........................... 7,500 7,200
<CAPTION>
<S> <C> <C> <C> <C>
SIX-YEAR
FINANCIAL REVIEW 1997 1996 1995 1994

FOR THE YEAR

Net sales ........................... $4,184,497,854 $3,647,030,387 $3,462,045,648 $ 2,975,596,456
Costs and expenses:
Cost of products sold .............. 3,578,941,039 3,139,157,919 2,900,168,171 2,491,759,846
Marketing, administrative
and other expenses ................ 145,409,693 120,387,357 130,677,162 113,388,724
Interest expense (income) .......... (35,318) (283,837) (1,134,190) 13,515,042
-------------- -------------- -------------- ---------------
3,724,315,414 3,259,261,439 3,029,711,143 2,618,663,612
Earnings before
federal income taxes ............... 460,182,440 387,768,948 432,334,505 356,932,844
Federal income taxes ................ 165,700,000 139,600,000 157,800,000 130,300,000
-------------- -------------- -------------- ---------------
Net earnings ........................ 294,482,440 248,168,948 274,534,505 226,632,844
Net earnings per share .............. 3.35 2.83 3.14 2.60
Dividends declared per share ........ .40 .32 .28 .18
Percentage of earnings to sales ..... 7.0% 6.8% 7.9% 7.6%
Return on average equity ............ 16.9% 16.6% 21.9% 22.4%
Capital expenditures ................ 306,749,422 537,438,406 263,421,786 185,324,442
Depreciation ........................ 218,764,101 182,232,851 173,887,657 157,652,083
Sales per employee .................. 622,554 572,038 570,353 502,507

AT YEAR END

Current assets ...................... $1,125,508,464 $ 828,380,585 $ 830,741,318 $ 638,701,397
Current liabilities ................. 524,453,610 465,652,755 447,136,311 382,465,202
-------------- -------------- -------------- ---------------
Working capital ..................... 601,054,854 362,727,830 383,605,007 256,236,195
Current ratio ...................... 2.1 1.8 1.9 1.7
Property, plant and equipment ....... 1,858,874,894 1,791,152,821 1,465,400,015 1,363,218,768
Total assets ........................ 2,984,383,358 2,619,533,406 2,296,141,333 2,001,920,165
Long-term debt ...................... 167,950,000 152,600,000 106,850,000 173,000,000
Percentage of debt to capital ...... 7.2% 7.5% 6.2% 11.8%
Stockholders' equity ................ 1,876,425,866 1,609,290,193 1,382,112,159 1,122,610,257
Per share .......................... 21.32 18.33 15.78 12.85
Shares outstanding .................. 87,996,583 87,795,947 87,598,517 87,333,313
Stockholders ........................ 50,000 39,000 39,000 38,000
Employees ........................... 6,900 6,600 6,200 5,900
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Year Ended
CONSOLIDATED STATEMENTS OF EARNINGS December 31, 1999 1998 1997

Net sales ................................................. $4,009,346,082 $4,151,232,283 $4,184,497,854
-------------- -------------- --------------
Costs and expenses:
Cost of products sold .................................... 3,480,478,687 3,591,782,838 3,578,941,039
Marketing, administrative and other expenses ............. 154,773,600 147,973,101 145,409,693
Interest expense (income) (Note 8) ....................... (5,095,299) (3,832,252) (35,318)
-------------- -------------- --------------
3,630,156,988 3,735,923,687 3,724,315,414
-------------- -------------- --------------
Earnings before federal income taxes ...................... 379,189,094 415,308,596 460,182,440
Federal income taxes (Note 9) ............................ 134,600,000 151,600,000 165,700,000
-------------- -------------- --------------
Net earnings .............................................. $ 244,589,094 $ 263,708,596 $ 294,482,440
============== ============== ==============
Net earnings per share (Note 6) .......................... $ 2.80 $ 3.00 $ 3.35
==== ====== ======

See notes to consolidated financial statements.

<CAPTION>
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<S> <C> <C> <C> <C> <C> <C>
Additional
Paid-in Treasury Stock
Common Stock Capital (at cost)
Retained
Shares Amount Earnings Shares Amount

Balances, December 31, 1996 .......... 89,877,286 $35,950,914 $55,047,610 $1,535,948,490 2,081,339 $ 17,656,821
Net earnings in 1997 ................. 294,482,440
Employee stock options ............... 109,822 43,929 3,355,047
Employee stock compensation
and service awards .................. 3,638,631 (90,814) (770,103)
Cash dividends ($.40 per share)....... (35,154,477)
------------ ----------- ----------- -------------- ----------- ------------
Balances, December 31, 1997 .......... 89,987,108 35,994,843 62,041,288 1,795,276,453 1,990,525 16,886,718
Net earnings in 1998 ................. 263,708,596
Employee stock options ............... 64,677 25,871 2,943,785
Employee stock compensation
and service awards .................. 2,267,863 (81,346) (1,324,800)
Treasury stock acquired .............. 789,700 32,016,119
Cash dividends ($.48 per share) ...... (42,128,881)
------------ ----------- ----------- -------------- ----------- ------------
Balances, December 31, 1998 .......... 90,051,785 36,020,714 67,252,936 2,016,856,168 2,698,879 47,578,037
Net earnings in 1999 ................. 244,589,094
Employee stock options ............... 50,733 20,293 2,347,053
Employee stock compensation
and service awards .................. 1,785,220 (53,396) (1,070,449)
Treasury stock acquired .............. (478,642) 323,298 14,283,103
Cash dividends ($.52 per share)....... (45,354,239)
------------ ----------- ----------- -------------- ----------- ------------
Balances, December 31, 1999 .......... 90,102,518 $36,041,007 $70,906,567 $2,216,091,023 2,968,781 $ 60,790,691
============ =========== =========== ============== =========== ============
</TABLE>
See notes to consolidated financial statements.

14
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
CONSOLIDATED BALANCE SHEETS December 31, 1999 1998

ASSETS

Current assets:
Cash and short-term investments ............................ $ 572,185,451 $ 308,696,460
Accounts receivable (Note 2) ............................... 393,763,651 299,244,794
Inventories (Note 3) ....................................... 464,983,651 435,884,838
Other current assets (Note 9) .............................. 107,575,758 85,641,291
---------------- ---------------
Total current assets ...................................... 1,538,508,511 1,129,467,383
Property, plant and equipment (Note 4) ...................... 2,191,339,477 2,097,078,473
---------------- ---------------
$3,729,847,988 $3,226,545,856
================ ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable ........................................... $ 255,229,202 $ 198,329,771
Federal income taxes ....................................... 2,455,851 26,090,271
Salaries, wages and related accruals ....................... 116,749,067 113,619,322
Accrued expenses and other current liabilities ............. 156,596,778 148,857,793
---------------- ---------------
Total current liabilities ................................. 531,030,898 486,897,157
---------------- ---------------
Long-term debt due after one year (Note 5) .................. 390,450,000 215,450,000
---------------- ---------------
Deferred credits and other liabilities (Note 9) ............. 265,247,949 169,250,449
---------------- ---------------
Minority interests .......................................... 280,871,235 282,396,469
---------------- ---------------
Stockholders' equity (Note 6):
Common stock ............................................... 36,041,007 36,020,714
Additional paid-in capital ................................. 70,906,567 67,252,936
Retained earnings .......................................... 2,216,091,023 2,016,856,168
---------------- ---------------
2,323,038,597 2,120,129,818
Treasury stock ............................................. (60,790,691) (47,578,037)
---------------- ---------------
2,262,247,906 2,072,551,781
---------------- ---------------
$3,729,847,988 $3,226,545,856
================ ===============
</TABLE>
See notes to consolidated financial statements.

15
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Year Ended
CONSOLIDATED STATEMENTS December 31,
OF CASH FLOWS 1999 1998 1997

OPERATING ACTIVITIES:

Net earnings .................................................. $ 244,589,094 $ 263,708,596 $ 294,482,440
Adjustments:
Depreciation ................................................. 256,637,460 253,118,608 218,764,101
Deferred federal income taxes ................................ 10,600,000 (1,000,000) (4,000,000)
Minority interests ........................................... 85,651,646 102,469,931 90,355,944
Changes in:
Accounts receivable ......................................... (94,518,857) 87,107,818 (93,714,694)
Inventories ................................................. (29,098,813) (38,836,459) (11,249,489)
Accounts payable ............................................ 56,899,431 (61,938,344) 35,898,172
Federal income taxes ........................................ (23,634,420) 16,101,428 (296,986)
Other ....................................................... 97,708,808 21,167,751 47,086,715
--------------- --------------- ---------------
Cash provided by operating activities ......................... 604,834,349 641,899,329 577,326,203
--------------- --------------- ---------------

INVESTING ACTIVITIES:

Capital expenditures .......................................... (374,717,759) (502,910,263) (306,749,422)
Disposition of plant and equipment ............................ 442,250 2,924,833 770,406
--------------- --------------- ---------------
Cash used in investing activities ............................. (374,275,509) (499,985,430) (305,979,016)
--------------- --------------- ---------------

FINANCING ACTIVITIES:

Increase in long-term debt .................................... 175,000,000 47,250,000 14,850,000
Issuance of common stock ...................................... 5,223,015 6,562,319 7,807,710
Distributions to minority interests ........................... (87,176,880) (96,265,895) (79,869,868)
Cash dividends ................................................ (45,354,239) (42,128,881) (35,154,477)
Acquisition of treasury stock ................................. (14,761,745) (32,016,119) -
--------------- --------------- ---------------
Cash provided by (used in) financing activities ............... 32,930,151 (116,598,576) (92,366,635)
--------------- --------------- ---------------

INCREASE IN CASH AND SHORT-TERM INVESTMENTS .................... 263,488,991 25,315,323 178,980,552
CASH AND SHORT-TERM INVESTMENTS - BEGINNING OF YEAR ............ 308,696,460 283,381,137 104,400,585
--------------- --------------- ---------------
CASH AND SHORT-TERM INVESTMENTS - END OF YEAR .................. $ 572,185,451 $ 308,696,460 $ 283,381,137
=============== =============== ===============
</TABLE>
See notes to consolidated financial statements.

16
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 1999, 1998 and 1997

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Nucor is a manufacturer of steel products, and reports in one segment.

The consolidated financial statements include Nucor and all of its
subsidiaries. The minority interests in operations of less than 100%-owned
subsidiaries are included in cost of products sold. All significant intercompany
transactions are eliminated.

Short-term investments are recorded at cost plus accrued interest, which
approximates market, and will be converted into cash within three months from
date of purchase.

Inventories are stated at the lower of cost or market. Cost is determined
principally using the last-in, first-out (LIFO) method of accounting.

Property, plant and equipment are stated at cost. Depreciation is provided
on a straight-line basis over the estimated useful lives of the assets.

Liabilities are recorded for the estimated costs of complying with various
regulations and involvement in judicial and administrative proceedings,
including matters related to contracts, torts, environment, taxes and insurance.
Actual costs could differ from these estimates.

2. ACCOUNTS RECEIVABLE:

Accounts receivable are stated net of the allowance for doubtful accounts
of $21,093,233 in 1999 ($16,275,198 in 1998 and $17,975,596 in 1997).

3. INVENTORIES:

Inventories consist of approximately 50% raw materials and supplies, and
50% finished and semi-finished products in 1999 and 1998. Inventories valued
using the last-in, first-out (LIFO) method of accounting represent approximately
85% of total inventories in 1999 and 1998. If the first-in, first-out (FIFO)
method of accounting had been used, inventories would have been $28,590,595
higher in 1999 ($5,120,960 higher in 1998). Use of the lower of cost or market
reduced inventories by $319,625 in 1999 ($25,059,973 in 1998).

4. PROPERTY, PLANT AND EQUIPMENT:
<TABLE>
<CAPTION>
<S> <C> <C>
December 31, 1999 1998
Land and improvements ................. $ 69,626,548 $ 68,946,393
Buildings and improvements ............ 313,624,168 313,508,450
Machinery and equipment ............... 3,003,385,098 2,937,690,089
Construction in process
and equipment deposits .............. 293,286,692 77,622,926
-------------- --------------
3,679,922,506 3,397,767,858
Less accumulated depreciation ......... 1,488,583,029 1,300,689,385
-------------- --------------
$2,191,339,477 $2,097,078,473
============== ==============

The average annual depreciation rate was 7.7% in 1999 (8.3% in 1998 and
8.1% in 1997).

5. LONG-TERM DEBT AND FINANCING ARRANGEMENTS:
<CAPTION>
<S> <C> <C>
December 31, 1999 1998
Industrial revenue bonds,
3.9% to 8%,
due from 2003 to 2031 ............. $215,450,000 $215,450,000
Notes payable, 6%, due 2009 ......... 175,000,000 -
------------ ------------
$390,450,000 $215,450,000
============ ============
</TABLE>
Seven banks are committed to lend Nucor a total of $248,000,000 (nothing
has been borrowed), with borrowings, if any, repayable in 2003 ($10,000,000),
2004 ($30,000,000) and 2005 ($208,000,000). These commitments cannot be
withdrawn unless there is non-compliance under the loan agreements.

Annual aggregate long-term debt maturities are: none in 2001 and 2002;
$300,000 in 2003; and $300,000 in 2004.

6. CAPITAL STOCK:

The par value of Nucor's common stock is $.40 per share and there are
200,000,000 shares authorized.

Nucor's Key Employees' Incentive Stock Option Plans provide that common
stock options may be granted to key employees and officers at 100% of the market
value on the date of the grant. During 1999, options were granted for 209,459
shares (203,812 in 1998 and 153,205 in 1997); and options for 111,407 shares
(99,182 in 1998 and 2,401 in 1997) expired or were canceled. At December 31,
1999, options for 685,317 shares (637,998 in 1998 and 598,045 in 1997) were
outstanding at an aggregate exercise price of $33,137,733 ($32,345,526 in 1998
and $31,344,381 in 1997); options for 583,619 shares (525,203 in 1998 and
527,439 in 1997) were exercisable; and 2,607,413 shares (2,805,106 in 1998 and
3,000,000 in 1997) were reserved for future grants.

250,000 shares of preferred stock, par value of $4.00 per share, are
authorized, with preferences, rights and restrictions as may be fixed by Nucor's
Board of Directors. No shares of preferred stock have been issued since their
authorization in 1964.

Nucor's basic earnings per share of common stock are based on 87,247,160
average shares outstanding in 1999 (87,861,501 in 1998 and 87,872,485 in 1997).
If all employee stock options were exercised, diluted earnings per share would
not be materially different than basic earnings per share.

7. EMPLOYEE BENEFIT PLAN:

Nucor has a Profit Sharing and Retirement Savings Plan for qualified
employees. Nucor's expense for these benefits was $39,195,491 in 1999
($47,379,373 in 1998 and $47,749,262 in 1997).

17
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)

8. INTEREST EXPENSE (INCOME):

Interest expense is stated net of interest income of $25,610,881 in 1999
($13,832,452 in 1998 and $9,317,247 in 1997). Interest paid was $14,692,106 in
1999 ($9,362,617 in 1998 and $8,730,817 in 1997).

9. FEDERAL INCOME TAXES:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1999 1998 1997

Currently payable ......... $124,000,000 $152,600,000 $169,700,000
Deferred .................. 10,600,000 (1,000,000) (4,000,000)
------------ ------------- -------------
$134,600,000 $151,600,000 $165,700,000
============ ============= =============

Current deferred federal income tax assets of approximately $90,400,000 in
1999 ($85,000,000 in 1998) relate primarily to differences between financial and
tax reporting of inventories and accrued expenses. Non-current deferred federal
income tax liabilities of approximately $101,000,000 in 1999 ($85,000,000 in
1998) relate primarily to differences between financial and tax reporting of
depreciation. Federal income taxes paid were $147,400,000 in 1999 ($158,700,000
in 1998 and $175,900,000 in 1997).

10. QUARTERLY INFORMATION (UNAUDITED):
<CAPTION>
<S> <C> <C> <C> <C>
First Second Third Fourth
1999 Quarter Quarter Quarter Quarter

Net sales ............ $ 893,822,996 $ 997,166,323 $1,026,687,893 $ 1,091,668,870
Gross margin ......... 74,916,287 112,796,954 150,359,993 190,794,161
Net earnings ......... 28,173,392 50,647,213 68,161,966 97,606,523
Net earnings
per share .......... .32 .58 .78 1.12
1998
Net sales ............ $1,138,862,155 $1,128,350,083 $1,010,961,380 $ 873,058,665
Gross margin ......... 139,356,182 152,045,575 141,508,686 126,539,002
Net earnings ......... 65,137,513 72,226,010 65,125,913 61,219,160
Net earnings
per share .......... .74 .82 .74 .70
</TABLE>

INDEPENDENT
ACCOUNTANTS
REPORT

PRICEWATERHOUSECOOPERS LLP

February 9, 2000

Stockholders and
Board of Directors
Nucor Corporation

In our opinion, the accompanying consolidated balance sheets and
the related consolidated statements of earnings, stockholders' equity
and cash flows present fairly, in all material respects, the
financial position of Nucor Corporation and subsidiaries as of
December 31, 1999 and 1998, and the results of their operations and
their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are the
responsibility of Nucor's management; our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States which
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

/s/ PRICEWATERHOUSECOOPERS LLP
- ------------------------------
Charlotte, North Carolina

<PAGE>

Board of Directors
and Executive Management

Board of Directors

H. David Aycock
Chairman, President
and Chief Executive Officer
Nucor Corporation

Peter C. Browning
President and
Chief Executive Officer
Sonoco Products Company

Harvey B. Gantt
Partner, Gantt Huberman Architects

Victoria F. Haynes
President
Research Triangle Institute

James D. Hlavacek
Managing Director
Market Driven Management

Samuel Siegel
Vice Chairman and
Former Chief Financial Officer
Nucor Corporation

Executive Management

Executive Offices

H. David Aycock
Chairman, President
and Chief Executive Officer

Terry S. Lisenby
Chief Financial Officer, Treasurer
and Executive Vice President

Daniel R. DiMicco
Executive Vice President

Hamilton Lott, Jr.
Executive Vice President

D. Michael Parrish
Executive Vice President

Joseph A. Rutkowski
Executive Vice President

James M. Coblin
Vice President
Human Resources

LeRoy C. Prichard
Vice President
Steel and Metallics Development

Operations

James R. Beard
Vice President, General Manager
Vulcraft Division
Brigham City, Utah

A. Jay Bowcutt
Vice President, General Manager
Nucor Steel Division
Plymouth, Utah

James E. Campbell
Vice President, General Manager
Vulcraft Division
Fort Payne, Alabama

David L. Chase
General Manager
Nucor Steel Division
Hickman, Arkansas

James R. Darsey
Vice President, General Manager
Nucor Steel Division
Jewett, Texas

Giffin F. Daughtridge
General Manager
Nucor Steel Division
Hertford County, North Carolina

Jerry V. DeMars
Vice President, General Manager
Nucor Fastener Division
St. Joe, Indiana

John J. Ferriola
Vice President, General Manager
Nucor Steel Division
Crawfordsville, Indiana

Robert M. Haisten
General Manager
Nucor Building Systems Division
Swansea, South Carolina

Ladd R. Hall
Vice President, General Manager
Nucor Steel Division
Berkeley County, South Carolina

Gus S. Hiller
General Manager
Nucor Steel Division
Norfolk, Nebraska

Donald N. Holloway
Vice President, General Manager
Vulcraft Division
Norfolk, Nebraska

Henry A. Jackson
General Manager
Nucor Steel Division
Darlington, South Carolina

Douglas J. Jellison
General Manager
Nucor Bearing Products Division
Wilson, North Carolina

James R. Landrum
General Manager
Vulcraft Division
Grapeland, Texas

Harry R. Lowe
Vice President, General Manager
Nucor Building Systems Division
Waterloo, Indiana

Ray Napolitan, Jr.
General Manager
Nucor Building Systems Division
Terrell, Texas

James W. Ronner
Vice President, General Manager
Vulcraft Division
St. Joe, Indiana

R. Joseph Stratman
Vice President, General Manager
Nucor-Yamato Steel Company
Blytheville, Arkansas

Lynn E. Strock
General Manager
Vulcraft Division
Florence, South Carolina

Corporate and Stock Data

Executive Offices

2100 Rexford Road
Charlotte, North Carolina 28211
Phone 704/366-7000
Fax 704/362-4208

Annual Meeting

Place --
Chase Manhattan Bank
270 Park Avenue
(between 47th and
48th Streets)
Room C on 11th Floor
New York City
Time/Date--
1:30 P.M., Thursday,
May 11, 2000

Stock Transfers
Dividend Disbursing
Dividend Reinvestment

American Stock Transfer
& Trust Company
40 Wall Street
New York, New York 10005
Phone 800/937-5449
Fax 718/236-2641

Stock Listing

New York Stock Exchange
Trading Symbol - NUE

Stock Price and Dividends Paid:

First Second Third Fourth
Quarter Quarter Quarter Quarter
1999
Stock Price:
High $50.25 $61.81 $53.00 $57.44
Low 41.63 44.56 44.25 40.00
Dividends Paid .12 .13 .13 .13

1998
Stock Price:
High $57.38 $60.63 $46.50 $48.38
Low 44.06 44.75 35.25 37.50
Dividends Paid .10 .12 .12 .12

10-K and 11-Year Data

Copies of (1) Form 10-K for 1999 filed with the Securities and Exchange
Commission, and (2) various financial and statistical data for the years 1989 to
1999, are available on request.

Internet Data

Various data is available at www.nucor.com

EXHIBIT 21 - SUBSIDIARIES
- -------------------------

Nucor-Yamato Steel Company, A Delaware limited partnership. All other
subsidiaries are not significant.

PricewaterhouseCoopers LLP
Bank of America Corporate Center
100 N. Tryon Street
Suite 5400
Charlotte, NC 28202
Telephone (704) 344-7500

CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8, Numbers 2-84117 (including 2-50058), 2-51735, 33-27120
(including 2-55941 and 2-69914), 33-56649 and 333-85375, of Nucor Corporation of
our report dated February 9, 2000 relating to the financial statements, which
appears in the Annual Report to Shareholders, which is incorporated in this
Annual Report on Form 10-K.

/s/ PricewaterhouseCoopers LLP

March 22, 2000

EXHIBIT 24

LIMITED POWER OF ATTORNEY
NUCOR CORPORATION FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, Peter C. Browning, the grantor, do by these presents hereby make,
constitute and appoint H. David Aycock and Terry S. Lisenby, or either of them,
true and lawful attorneys-in-fact for me and in my name, place and stead, to
sign my name in the capacity stated and where required to all Form 10-K Annual
Reports of Nucor Corporation (commencing with the Report for calendar year
1999) filed with the Securities and Exchange Commission, and any and all
amendments thereto.

Granting and giving unto my attorneys-in-fact authority and power to do and
perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 8th day of March,
2000.

/s/ PETER C. BROWNING
-----------------------------
Peter C. Browning

STATE OF North Carolina )
) ss:
COUNTY OF Mecklenburg )

I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that Peter C. Browning, the grantor of the
foregoing Limited Power of Attorney, bearing date on the 8th day of March, 2000,
personally appeared before me in this jurisdiction, being personally well known
to me as the person who executed the said instrument, and acknowledged the same
to be the act and deed of the grantor.

Given under my hand and seal this 8th day of March, 2000.

/s/ KELLY J. WILMOTH
------------------------------
Notary Public

(seal) My commission expires on August 23, 2003

<PAGE>
LIMITED POWER OF ATTORNEY
NUCOR CORPORATION FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, Harvey B. Gantt, the grantor, do by these presents hereby make,
constitute and appoint H. David Aycock and Terry S. Lisenby, or either of them,
true and lawful attorneys-in-fact for me and in my name, place and stead, to
sign my name in the capacity stated and where required to all Form 10-K Annual
Reports of Nucor Corporation (commencing with the Report for calendar year
1999) filed with the Securities and Exchange Commission, and any and all
amendments thereto.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 8th day of March,
2000.

/s/ HARVEY B. GANTT
-----------------------------
Harvey B. Gantt

STATE OF North Carolina )
) ss:
COUNTY OF Mecklenburg )

I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that Harvey B. Gantt, the grantor of the
foregoing Limited Power of Attorney, bearing date on the 8th day of March, 2000,
personally appeared before me in this jurisdiction, being personally well known
to me as the person who executed the said instrument, and acknowledged the same
to be the act and deed of the grantor.

Given under my hand and seal this 8th day of March, 2000.

/s/ KELLY J. WILMOTH
------------------------------
Notary Public

(seal) My commission expires on August 23, 2003

<PAGE>
LIMITED POWER OF ATTORNEY
NUCOR CORPORATION FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, Victoria F. Haynes, the grantor, do by these presents hereby make,
constitute and appoint H. David Aycock and Terry S. Lisenby, or either of them,
true and lawful attorneys-in-fact for me and in my name, place and stead, to
sign my name in the capacity stated and where required to all Form 10-K Annual
Reports of Nucor Corporation (commencing with the Report for calendar year
1999) filed with the Securities and Exchange Commission, and any and all
amendments thereto.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 8th day of March,
2000.
/s/ VICTORIA F. HAYNES
-----------------------------
Victoria F. Haynes

STATE OF North Carolina )
) ss:
COUNTY OF Mecklenburg )

I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that Victoria F. Haynes, the grantor of the
foregoing Limited Power of Attorney, bearing date on the 8th day of March, 2000,
personally appeared before me in this jurisdiction, being personally well known
to me as the person who executed the said instrument, and acknowledged the same
to be the act and deed of the grantor.

Given under my hand and seal this 8th day of March, 2000.

/s/ KELLY J. WILMOTH
------------------------------
Notary Public

(seal) My commission expires on August 23, 2003

<PAGE>
LIMITED POWER OF ATTORNEY
NUCOR CORPORATION FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, James D. Hlavacek, the grantor, do by these presents hereby make,
constitute and appoint H. David Aycock and Terry S. Lisenby, or either of them,
true and lawful attorneys-in-fact for me and in my name, place and stead, to
sign my name in the capacity stated and where required to all Form 10-K Annual
Reports of Nucor Corporation (commencing with the Report for calendar year
1999) filed with the Securities and Exchange Commission, and any and all
amendments thereto.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 8th day of March,
2000.
/s/ JAMES D. HLAVACEK
-----------------------------
James D. Hlavacek

STATE OF North Carolina )
) ss:
COUNTY OF Mecklenburg )

I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that James D. Hlavacek, the grantor of the
foregoing Limited Power of Attorney, bearing date on the 8th day of March, 2000,
personally appeared before me in this jurisdiction, being personally well known
to me as the person who executed the said instrument, and acknowledged the same
to be the act and deed of the grantor.

Given under my hand and seal this 8th day of March, 2000.

/s/ KELLY J. WILMOTH
------------------------------
Notary Public

(seal) My commission expires on August 23, 2003

<PAGE>
LIMITED POWER OF ATTORNEY
NUCOR CORPORATION FORM 10-K ANNUAL REPORTS

KNOW ALL MEN BY THESE PRESENTS:

That I, Samuel Siegel, the grantor, do by these presents hereby make,
constitute and appoint H. David Aycock and Terry S. Lisenby, or either of them,
true and lawful attorneys-in-fact for me and in my name, place and stead, to
sign my name in the capacity stated and where required to all Form 10-K Annual
Reports of Nucor Corporation (commencing with the Report for calendar year
1999) filed with the Securities and Exchange Commission, and any and all
amendments thereto.

IN WITNESS WHEREOF, I have hereunto set my hand as of the 8th day of March,
2000.
/s/ SAMUEL SIEGEL
-----------------------------
Samuel Siegel

STATE OF North Carolina )
) ss:
COUNTY OF Mecklenburg )

I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that Samuel Siegel, the grantor of the foregoing
Limited Power of Attorney, bearing date on the 8th day of March, 2000,
personally appeared before me in this jurisdiction, being personally well known
to me as the person who executed the said instrument, and acknowledged the same
to be the act and deed of the grantor.

Given under my hand and seal this 8th day of March, 2000.

/s/ KELLY J. WILMOTH
------------------------------
Notary Public

(seal) My commission expires on August 23, 2003

<ARTICLE> 5

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<FISCAL-YEAR-END> DEC-31-1999
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