2011

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10- K

3 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934

For the fiscal year ended December 31, 2011 Commission file number 1- 4119OR

q TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from to

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

Delaware 13- 1860817(State or other jurisdiction of

Incorporation or organization)(I.R.S. Employer

Identification No.)

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

Registrant's telephone number, including area code:(704) 366- 7000Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registeredCommon stock, par value $0.40 per share New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark if the registrant is a well- known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes 3 No qIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes q No 3Indicate 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 of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days. Yes 3 No qIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data Filerequired to be submitted and posted pursuant to Rule 405 of Regulation S- T during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files). Yes 3 No qIndicate 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, tothe best of registrant's knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10- K or anyamendment to this Form 10- K. 3Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, or a smaller reporting company.See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b- 2 of the Exchange Act. (Check one):

Large accelerated filer 3 Accelerated filer q

Non- accelerated filer q Smaller reporting company qIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b- 2 of the Exchange Act). Yes q No 3Aggregate market value of common stock held by non- affiliates was approximately $13.09 billion based upon the closing sales price of theregistrant's common stock on the last day of our most recently completed second fiscal quarter, July 2, 2011.316,887,937 shares of common stock were outstanding at February 17, 2012.

Documents incorporated by reference include: Portions of 2011 Annual Report (Parts I, II and IV), and Notice of 2012 Annual Meeting ofStockholders and Proxy Statement (Part III) to be filed within 120 days after Nucor's fiscal year end.

Nucor CorporationTable of Contents

PART I

Item 1 Business 1

Item 1A Risk Factors 8

Item 1B Unresolved Staff Comments 13

Item 2 Properties 14

Item 3 Legal Proceedings 15

Item 4 Mine Safety Disclosures 15

Executive Officers of the Registrant 16

PART II

Item 5 Market for Registrant's Common Equity,Related Stockholder Matters and IssuerPurchases of Equity Securities

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Item 6 Selected Financial Data 18

Item 7 Management's Discussion and Analysis ofFinancial Condition and Results ofOperations

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Item 7A Quantitative and Qualitative Disclosuresabout Market Risk

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Item 8 Financial Statements and SupplementaryData

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Item 9 Changes in and Disagreements withAccountants on Accounting and FinancialDisclosure

19

Item 9A Controls and Procedures 20

Item 9B Other Information 20

PART III

Item 10 Directors, Executive Officers and CorporateGovernance

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Item 11 Executive Compensation 20

Item 12 Security Ownership of Certain BeneficialOwners and Management and RelatedStockholder Matters

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Item 13 Certain Relationships and RelatedTransactions, and Director Independence

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Item 14 Principal Accountant Fees and Services 21

PART IV

Item 15 Exhibits and Financial Statement Schedules 21

SIGNATURES 26

Index to Financial Statement Schedule 28

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PART I

Item 1. BusinessOverviewNucor Corporation and its affiliates ("Nucor" or the "Company") manufacture steel and steel products. The Company also produces direct reducediron ("DRI") for use in the Company's steel mills. Through The David J. Joseph Company and its affiliates ("DJJ"), which the Company acquired in2008, the Company also processes ferrous and nonferrous metals and brokers ferrous and nonferrous metals, pig iron, hot briquetted iron ("HBI") andDRI. Most of the Company's operating facilities and customers are located in North America, but increasingly, Nucor is doing business outside ofNorth America as well. The Company's operations include several international trading companies that buy and sell steel and steel productsmanufactured by the Company and others.Nucor is North America's largest recycler, using scrap steel as the primary raw material in producing steel and steel products. In 2011, we recycledapproximately 19.7 million tons of scrap steel.General Development of our Business in Recent YearsNucor has employed a multi- pronged growth strategy in recent years that allows for flexibility and the ability to capitalize on growth opportunities asthey arise. The five prongs of that growth strategy are: (1) optimizing existing operations, (2) executing on our raw materials strategy, (3) growingthrough developing greenfield projects that capitalize on new technologies and unique marketplace opportunities, (4) acquiring other companies thatwill strengthen Nucor's position as North America's most diversified producer of steel and steel products and (5) growing internationally with anemphasis on leveraging strategic partnerships and new technologies.Optimizing our existing operations has primarily involved targeting a significant portion of our capital expenditures each year on projects thatenhance productivity and efficiency as well as allow us to produce products that move us up the value chain at our existing facilities. The heat treatline at our Hertford County, North Carolina mill became operational in 2010, which has allowed Nucor to grow its presence in higher marginproducts where higher strength and abrasion resistance is required. The heat treat line has also allowed us to improve the product mix allocationbetween our two plate mills and four sheet mills to improve margins at those facilities. Nucor has announced plans to spend approximately $290million for projects at our Tennessee, Nebraska, and South Carolina bar mills that will expand Nucor's special bar quality ("SBQ") and wire rodcapacity by one million tons. The projects, which we project will be completed by the end of 2013, will allow us to meet the needs of our engineeredbar customers in the attractive automotive, energy, heavy truck and heavy equipment markets. Other planned value- added projects at existingoperations include a vacuum degasser at our Hickman, Arkansas mill and a new mill stand and other modifications that will allow us to producewider and lighter gauge hot- rolled steel at our Berkeley, South Carolina mill.Executing on our raw materials strategy involves putting the pieces into place to meet our goal of controlling between six and seven million tons ofannual capacity in high quality scrap substitutes. We have begun construction on our 2,500,000 tons- per- year DRI facility in St. James Parish,Louisiana. The majority of the equipment for this $750 million project will begin arriving in 2012, and start- up is currently projected to be in mid-2013. Between our existing DRI plant in Trinidad, which we have expanded to increase the annual capacity from 1,800,000 to 2,000,000 metric tons,and our facility in St. James Parish, Louisiana, we will be approximately two- thirds of the way towards that goal.

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Growing through greenfield projects has included the construction of our SBQ steel mill in Memphis, Tennessee, which we completed in 2009. Wealso began commercial production in 2009 at a new facility in Blytheville, Arkansas, which uses breakthrough Castrip ® technology to strip castmolten steel into near final shape and thickness with minimal hot or cold rolling. This allows for lower investment and operating costs and reducesthe environmental impact of producing steel.The pace at which we have been acquiring other companies slowed dramatically in late 2008, but in the preceding four years we completed numerousacquisitions. Since late 2006 our annual capacity to produce downstream value- added products has more than doubled to over 4.6 million tonsthrough acquisitions of a steel decking producer, fabricators of rebar, cold finished bars and steel grating, a manufacturer of metal buildings and awire mesh fabricator. The acquisition of DJJ in the spring of 2008 was a key part of our strategy to better manage the supply of ferrous scrap metal,the primary raw material used by our electric arc furnace steel mills.In 2010, we entered into an agreement with Mitsui & Co. (U.S.A.) to form NuMit LLC, in which we own a 50% economic and voting interest. NuMitLLC owns 100% of the equity interest in Steel Technologies LLC, which operates 25 sheet processing facilities located throughout the United States,Canada and Mexico.In 2008 we grew internationally by entering into a joint investment with Duferco S.A., Duferdofin Nucor S.r.l., which operates a one million tons-per- year steel melt shop with a bloom billet caster in Brescia, Italy and three rolling mills located throughout Italy. The customers for the productsproduced by Duferdofin Nucor S.r.l. are primarily steel service centers and distributors located both in Italy and throughout Europe.SegmentsNucor reports its results in three segments: steel mills, steel products and raw materials. Net sales to external customers, intercompany sales,depreciation expense, amortization expense, earnings (loss) before income taxes and noncontrolling interests, assets and capital expenditures bysegment for each of the three fiscal years in the three- year period ended December 31, 2011 are set forth in Note 22 of the Notes to ConsolidatedFinancial Statements included in Nucor's 2011 Annual Report, which is hereby incorporated by reference. The steel mills are Nucor's dominantsegment representing approximately 70% of the Company's sales to external customers in the fiscal year ended December 31, 2011.Principal Products ProducedIn the steel mills segment, Nucor produces sheet steel (hot and cold- rolled), plate steel, structural steel (wide- flange beams, beam blanks and sheetpiling) and bar steel (blooms, billets, concrete reinforcing bar, merchant bar and SBQ). Nucor manufactures steel principally from scrap steel andscrap steel substitutes using electric arc furnaces, continuous casting and automated rolling mills. In the steel products segment, Nucor produces steeljoists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, steel fasteners, metal building systems, light gauge steelframing, steel grating and expanded metal, and wire and wire mesh. In the raw materials segment, the Company produces DRI; brokers ferrous andnonferrous metals, pig iron, HBI and DRI; supplies ferro- alloys; and processes ferrous and nonferrous scrap metal.

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Markets and MarketingThe steel mills segment sells its products primarily to steel service centers, fabricators and manufacturers located throughout the United States,Canada, Mexico and, increasingly, elsewhere in the world. Nucor produces hot- rolled and cold- rolled sheet steel in standard grades and tocustomers' specifications while maintaining inventories to fulfill anticipated orders. In 2011, approximately 50% of our sheet steel sales were tocontract customers, while steel contract sales outside of our sheet operations are not significant. The proportion of tons sold to contract customersdepends on a variety of factors. These factors include our consideration of current and future market conditions, our strategy to appropriately balancespot and contract tons to maximize profitability, our desire to sustain a diversified customer base, and our end- use customers' perceptions aboutfuture market conditions. These sheet sales contracts permit price adjustments to reflect changes in prevailing raw material costs and typically haveterms ranging from six to twelve months. The balance of our sheet steel sales was in the spot market at prevailing prices at the time of sale.Our plate, structural, reinforcing and merchant bar steel come in standard sizes and grades, whereby we maintain inventory levels to meet ourcustomers' expected orders. In addition, our bar mill group manufactures hot- rolled SBQ products to exacting specifications primarily servicing theautomotive, energy, agricultural, heavy equipment and transportation sectors. Almost all of our plate, structural, and bar steel sales occur in the spotmarket at prevailing market prices.In 2011, approximately 86% of the production by our steel mills segment was sold to external customers. The balance of the steel mill segment'sproduction went to our downstream joist, deck, rebar fabrication, fastener, metal buildings and cold finish operations.In the steel products segment, we sell steel joists and joist girders, and steel deck to general contractors and fabricators located throughout the UnitedStates. We make these products to the customers' specifications and do not maintain inventories of these finished steel products. The majority of thesecontracts are firm, fixed- price contracts that are in most cases competitively bid against other suppliers. Longer term supply contracts may permit usto adjust our prices to reflect changes in prevailing raw materials costs. We sell fabricated reinforcing products only on a construction contract bidbasis. These products are used by contractors in constructing highways, bridges, reservoirs, utilities, hospitals, schools, airports, stadiums and high-rise buildings. We manufacture cold finished steel, steel fasteners, steel grating, wire and wire mesh in standard sizes and maintain inventories ofthese products to fulfill anticipated orders. We sell cold finished steel and steel fasteners primarily to distributors and manufacturers locatedthroughout the United States and Canada.We market products from the steel mills and steel products segments mainly through in- house sales forces. The markets for these products are tied tocapital and durable goods spending and are affected by changes in general economic conditions.In the raw materials segment, the Company processes ferrous and nonferrous scrap metal for use in Nucor's steel mills and for sale to variousdomestic and international external customers. The Company also brokers ferrous and nonferrous metals and scrap substitutes, supplies ferro- alloys,and provides transportation, material handling and other services to users of scrap metals. The primary external customers for ferrous scrap areelectric arc furnace steel mills and foundries that use ferrous scrap as a raw material in their manufacturing process. External customers purchasingnonferrous scrap metal include aluminum can producers, secondary aluminum smelters, steel mills and other processors and consumers of variousnonferrous metals. We market scrap metal products and related services to our external customers through in- house sales forces. In 2011,approximately 12% of the ferrous and nonferrous metals and scrap substitutes tons processed and sold by the raw materials segment were sold toexternal customers.

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The Company's other operations include international trading companies that buy and sell steel and steel products that Nucor and other steelproducers have manufactured.BacklogIn the steel mills segment, Nucor's backlog of orders was approximately $1.80 billion and $1.64 billion at December 31, 2011 and 2010, respectively.Nucor's backlog of orders in the steel products segment was approximately $1.11 billion and $1.02 billion at December 31, 2011 and 2010,respectively. Order backlogs for the steel mills segment include orders attributable to Nucor's downstream businesses. The majority of these orderswill be filled within one year. Order backlog within our raw materials segment is not significant because the majority of the raw materials thatsegment produces are used by internal divisions.Sources and Availability of Raw MaterialsThe primary raw materials for our steel mills segment are ferrous scrap and scrap substitutes such as pig iron, DRI and HBI. On average, it takesapproximately 1.1 tons of scrap and scrap substitutes to produce a ton of steel. As of December 31, 2011, DJJ operated over 60 scrap yards, and theCompany's annual scrap processing capability was approaching five million tons. DJJ acquires ferrous scrap from numerous sources includingmanufacturers of products made from steel, industrial plants, scrap dealers, peddlers, auto wreckers and demolition firms. We purchase pig iron asneeded from a variety of sources. Nucor operates a DRI plant in Trinidad with a capacity of 1,800,000 metric tons of DRI annually. An expansionproject has now increased the capacity to 2,000,000 metric tons annually. The primary raw material for our DRI facility in Trinidad is iron ore, whichwe purchase from various international suppliers. A second DRI facility in Louisiana with an annual capacity of 2,500,000 tons is under construction.This Louisiana DRI facility is the first phase of a multi- phase plan that may include an additional DRI facility, a coke plant, a blast furnace, a pelletplant and a steel mill.In 2010, Nucor entered into an agreement with a natural gas exploration and production firm that involves drilling and completing onshore naturalgas wells in U.S.- based proven reserves over a seven- year period that began in June 2010. Natural gas generated by this working interest drillingprogram is being sold to offset our exposure to the volatility of the price of gas consumed by our Louisiana DRI facility. Revenues from natural gasgenerated by this working interest drilling program are a small but increasing amount, and all natural gas is being sold to outside parties.The primary raw material for our steel products segment is steel produced by Nucor's steel mills.DJJ generally purchases ferrous and nonferrous scrap for sale to external customers from the same variety of sources it purchases ferrous scrap foruse as a raw material in Nucor's steel mills. DJJ does not purchase a significant amount of scrap metal from a single source or from a limited numberof major sources. The availability and price of ferrous scrap are affected by changes in the global supply and demand for steel and steel products.Ferrous scrap and scrap substitutes are our single largest cost of products sold. A key part of our business strategy is to control a significant portion ofthe supply of high quality metallics needed to operate our steel mills.

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Energy Consumption and CostsOur steel mills are large consumers of electricity and natural gas. Our DRI facility in Trinidad is, and the DRI facility we are currently constructing inLouisiana will be, large consumers of natural gas. Consequently, we use a variety of strategies to manage our exposure to price risk of natural gas,including cash flow hedges and a working interest agreement with a leading natural gas production firm to drill on- shore natural gas wells in theUnited States.Historically, manufacturers in the United States have benefitted from relatively stable and competitive energy costs that have allowed them tocompete on an equal footing in the increasingly global marketplace. The availability and prices of electricity and natural gas are influenced today,however, by many factors including changes in supply and demand, advances in drilling technology and increasingly, by changes in public policyrelating to energy production and use. Because energy is such a significant cost of products sold for Nucor, we are continually striving to make ouroperations in all three of our business segments more energy efficient. We also closely monitor developments in public policy relating to energyproduction and consumption. When appropriate, we work to shape those developments in ways that we believe will allow us to continue to be acompetitive producer of steel and steel products in an increasingly competitive global market place.CompetitionWe compete in a variety of steel and metal markets, including markets for finished steel products, unfinished steel products, and raw materials. Thesemarkets are highly competitive with many domestic and foreign firms participating, and, as a result of this highly competitive environment, we findthat we primarily compete on price and service.Our electric- arc furnace steel mills face many different forms of competition, including integrated steel producers (who use iron ore converted intoliquid form in a blast furnace as their basic raw material instead of scrap steel), other electric- arc furnace mills, foreign imports and alternativematerials. Our unfinished and finished steel products face domestic competition from both integrated steel producers and other electric- arc furnacemills. Large integrated steel producers have the ability to manufacture a wide variety of products but face significantly higher energy costs and areoften burdened with higher capital and fixed operating costs. Electric- arc furnace mill producers such as Nucor are sensitive to increases in scrapprices but tend to have lower capital and fixed operating costs compared with integrated steel producers.Recently we have experienced increased competition in the U.S. sheet steel market stemming from significant capacity increases. Since the beginningof 2010, domestic sheet capacity has increased by approximately 5,000,000 tons as a result of the opening of a new sheet facility in Alabama,capacity additions at existing sheet mills, and the reopening of a previously shuttered sheet mill in Maryland.Competition from foreign steel and steel product producers presents unique challenges for us. Imported steel and steel products often benefit fromgovernment subsidies, either directly or indirectly through government- owned enterprises or government- owned or controlled financial institutions.Foreign imports accounted for approximately 22% of the U.S. steel market in 2011. In particular, competition from steel imported from China, whichaccounts for more than 40% of the steel produced annually in the world, is a major challenge. Chinese producers, many of which are government-owned in whole or in part, continue to benefit from their government's manipulation of foreign currency exchange rates and from the receipt ofgovernment subsidies, which allows them to sell their products below cost. These distorting trade practices are not only widely recognized as beingunfair but also have been challenged

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successfully in some recent instances as violating world trade rules. Examples of successful challenges include the imposition of antidumping dutyorders on imports of line pipe, oil country tubular goods, rebar, cut- to- length plate and hot rolled sheet from China.China's unfair trade practices seriously undermine the ability of the Company and other domestic producers to compete on price when leftunchallenged. That country's artificially lowered production costs have significantly contributed to the exodus of manufacturing jobs from the UnitedStates. When such a flight occurs, Nucor's customer base is diminished, thereby providing us with fewer opportunities to supply steel to thoseshuttered businesses. Rigorous trade law enforcement is critical to our ability to maintain our competitive position against foreign producers thatengage in unlawful trade practices. Nucor has been active in calling on policymakers to enforce global trade agreements and address the jobs crisis inthe United States. Numerous downstream consumers of steel are also taking action against unfairly traded Chinese imports, as demonstrated byrecently filed cases on steel wheels and wind towers from China.We also experience competition from other materials. Depending on our customers' end use of our products, there are sometimes other materials,such as concrete, aluminum, plastics, composites and wood that compete with our steel products. When the price of steel relative to other rawmaterials rises, these alternatives become more attractive to our customers.Competition in our scrap and raw materials business is also vigorous. The scrap metals market consists of many firms and is highly fragmented.Firms typically compete on price and geographic proximity to the sources of scrap metal.Environmental Laws and RegulationsOur business operations are subject to numerous federal, state and local laws and regulations intended to protect the environment. The principalfederal environmental laws include the Clean Air Act ("CAA") that regulates air emissions; the Clean Water Act ("CWA") that regulates waterdischarges; the Resource Conservation and Recovery Act ("RCRA") that addresses solid and hazardous waste treatment, storage and disposal; and theComprehensive Environmental Response, Compensation and Liability Act ("CERCLA") that governs releases of, and remediation of sitescontaminated by, hazardous substances. The states in which our operations are located also have state laws and regulations that are patterned on theseand other federal laws.We believe that we are in substantial compliance with the provisions of all federal and state environmental laws and regulations applicable to ourbusiness operations. Both federal and state laws and regulations are becoming increasingly stringent however, making compliance with themincreasingly expensive and burdensome. In many instances the total costs of compliance are not readily quantifiable because compliance is soengrained in our operating philosophy that these costs are simply considered part of our standard operating procedures.The United States Environmental Protection Agency ("USEPA") has proposed or promulgated many new national ambient air quality standards andtoxic air emissions rules for which it has not yet issued guidance or compliance deadlines. While we begin immediately to plan for compliance withsuch standards and rules, we cannot fully assess their impact on our operations until the guidance has been fully developed and issued and compliancedeadlines have been established. In other cases where environmental regulations are proposed or promulgated that may regulate previouslyunregulated aspects of our operations, it is impossible for us to fully determine the impact of these regulations until protracted legal challenges havebeen concluded and USEPA or other regulatory agencies have developed and issued

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technical guidance. Despite this atmosphere of regulatory uncertainty, at this time we do not believe that compliance with these new environmentalregulations will have a material adverse effect on our results of operations, cash flows or financial condition.The CAA imposes stringent limits on air emissions with a federally mandated operating permit program administered by the states with civil andcriminal enforcement sanctions. Each of our steel mills is required to operate in compliance with its permit or potentially incur sanctions for failing todo so. The DRI facility we are constructing in Louisiana was permitted under the CAA in January 2011. This permit included an evaluation anddetermination of Best Available Control Technology ("BACT") for USEPA's new "Greenhouse Gasses" ("GHGs") rule. Because of the size of oursteelmaking operations, they are also subject to these new GHG regulations and will be required to do GHG BACT evaluations if their permits aremodified in the future. There is still a great deal of uncertainty and very little guidance from USEPA as to what is or may be considered GHG BACTfor steelmaking operations. Our operations are properly permitted, and we will not need to make these determinations unless and until their permitsare modified. Based on current guidance, we do not expect these requirements to have a material adverse effect on our results of operations, cashflows or financial condition.Nucor uses electric arc furnaces ("EAF") to recycle scrap metal into new steel products. These EAFs use electricity as their primary source ofenergy. As the new GHG regulations, air toxics rules and other new environmental regulations are imposed on electric utilities, it is reasonable toexpect that the cost of electricity produced by these utilities will increase. See Item 1A "Risk Factors" for more information about the potential impactof GHG regulations on Nucor's business.The CWA regulates water discharges and withdrawals. Nucor maintains discharge and withdrawal permits as appropriate at its facilities under thenational pollutant discharge elimination system program of the CWA and conducts its operations in compliance with those permits. Nucor alsomaintains permits from local governments for the discharge of water into publicly owned treatment works where available.RCRA establishes standards for the management of solid and hazardous wastes. RCRA also addresses the environmental impact of contaminationfrom waste disposal activities and from recycling of and storage of most wastes. While Nucor believes it is in substantial compliance with theseregulations, past waste disposal activities that were legal when conducted but now may pose a contamination threat are periodically discovered. Theseand off- site properties that USEPA has determined are contaminated, for which Nucor may be potentially responsible at some level, are quicklyevaluated and corrected. While Nucor has conducted and is in the final stages of completing some cleanups under RCRA, these liabilities are eitheralready identified and being resolved or have been fully resolved and Nucor is in receipt of no further action letters from the appropriate regulatoryagency.Because Nucor long ago implemented environmental practices that have resulted in the responsible disposal of waste materials, Nucor is also notpresently considered a major contributor to any major cleanups under CERCLA for which Nucor has been named a potentially responsibleparty. Nucor continually evaluates these types of potential liabilities and, if appropriate, maintains reserves sufficient to remediate the identifiedliabilities. Under RCRA, private citizens may also bring an action against the operator of a regulated facility for potential damages and payment ofcleanup costs. Nucor is confident that its system of internal evaluation and due diligence has sufficiently identified these types of potential liabilitiesso that compliance with these regulations will not have a material adverse effect on our results of operations, cash flows or financial condition beyondthat already reflected in the reserves established for them.

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The primary raw material of Nucor's steelmaking operations is scrap metal. The process of recycling scrap metal brings with it many contaminantssuch as paint, zinc, chrome and other metals that produce air emissions which are captured in Nucor emission control equipment. This filtrant (EAFdust) is classified as a listed hazardous waste under the RCRA. Because these contaminants contain valuable metals, this filtrant is recycled to recoverthose metals. Nucor sends all but a small fraction of the EAF dust it produces to recycling facilities that recover the zinc, lead, chrome and othervaluable metals from this dust. By recycling this material, Nucor is not only acting in a sustainable, responsible manner but is also substantiallylimiting its potential for future liability under both CERCLA and RCRA.Nucor operates an aggressive and sustainable environmental program that incorporates the concept of individual employee as well as managementresponsibility for environmental performance. All of Nucor's steelmaking operations are ISO 14001 certified. Achieving ISO 14001 certificationmeans that each of Nucor's steel mills has put an environmental management system in place with measurable targets and objectives, such asreducing the use of oil and grease and minimizing electricity use, and has implemented site- wide recycling programs. These environmentalmanagement systems make environmental commitment each Nucor teammate's responsibility. Nucor's environmental program maintains a high levelof training, commitment, outreach and visibility.Capital expenditures at our facilities that are associated with environmental regulation compliance for 2012 and 2013 are estimated to be less than$100 million per year.EmployeesNucor has a simple, streamlined organizational structure to allow our employees to make quick decisions and be innovative. Our organization ishighly decentralized, with most day- to- day operating decisions made by our division general managers and their staff. Less than 100 employees arelocated in our executive office. The majority of Nucor's 20,800 employees are not represented by labor unions.Available InformationNucor's annual report on Form 10- K, quarterly reports on Form 10- Q, Current Reports on Form 8- K, and all amendments to these reports, areavailable on our website at www.nucor.com, as soon as reasonably practicable after Nucor files these reports electronically with, or furnishes them to,the Securities and Exchange Commission ("SEC"). Except as otherwise stated in these reports, the information contained on our website or availableby hyperlink from our website is not incorporated into this Annual Report on Form 10- K or other documents we file with, or furnish to, the SEC.

Item 1A. Risk FactorsMany of the factors that affect our business and operations involve risk and uncertainty. The factors described below are some of the risks that couldmaterially negatively affect our business, financial condition and results of operations.Recovery from the global recession and credit crisis has and likely will continue to adversely affect our business.The sluggish pace of the recovery from the deep global recession that began in the United States in December 2007 and officially ended in June 2009is continuing to have an adverse effect on demand for our products and consequently the results of our operations, financial condition and cash flows.In addition, uncertainties in Europe regarding the financial sector and sovereign debt and the potential impact on banks in other regions of the worldwill continue to weigh on global and domestic growth.

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Although domestic credit markets have largely stabilized from the height of the financial crisis in the fourth quarter of 2008 and the first half of 2009,the effects of the financial crisis continue to present additional risks to us, our customers and suppliers. In particular, there is no guarantee that thecredit markets or liquidity will not once again be restricted. Additionally, stricter lending standards have made it more difficult for some firms toaccess the credit markets. Although we believe we have adequate access to several sources of contractually committed borrowings and other availablecredit facilities, these risks could temporarily restrict our ability to borrow money on acceptable terms in the credit markets and potentially couldaffect our ability to draw on our credit facility. In addition, restricted access to the credit markets is also continuing to make it difficult or, in somecases, impossible for our customers to borrow money to fund their operations. Lack of, or limited access to, capital would adversely affect ourcustomers' ability to purchase our products or, in some cases, to pay for our products on a timely basis.Long- term unemployment for those unemployed for more than six months remains at historically high levels and the housing market and non-residential construction market remain depressed. High unemployment and a weak housing market have an impact on downstream demand for manyof our products. Additionally, non- residential construction, including publicly financed state and municipal projects, has slowed significantly due toovercapacity of commercial properties and the reluctance of state and local governments to borrow to spend on capital projects when faced withstagnant or declining tax revenues and increased operating costs.Our industry is cyclical and both recessions and prolonged periods of slow economic growth could have a material adverse effect on our business.Demand for most of our products is cyclical in nature and sensitive to general economic conditions. Our business supports cyclical industries such asthe commercial construction, energy, appliance and automotive industries. As a result, downturns in the United States economy or any of theseindustries could materially adversely affect our results of operations, financial condition and cash flows. The global economic recession of 2008/2009and subsequent anemic economic recovery period, coupled with the lingering effects of the global financial and credit market disruptions, have had ahistoric negative impact on the steel industry and Nucor. These events contributed to an unprecedented decline in pricing for steel and steel products,weak end- markets and continued depressed demand, resulting in extraordinary volatility in our financial results since the last up- cycle. In 2009, wereported a net loss of $293.6 million, the first in the Company's history. We returned to profitability in 2010 and 2011, reporting net income of $134.1million and $778.2 million, respectively. However, the economic outlook remains uncertain both in the United States and globally. While we believethat the long- term prospects for the steel industry remain bright, we are unable to predict the duration of the depressed economic conditions that arecontributing to reduced demand for our products. Future economic downturns or a prolonged slow- growth or stagnant economy could materiallyadversely affect our business, results of operations, financial condition and cash flows.Overcapacity in the global steel industry could increase the level of steel imports, which may negatively affect our business, results of operations andcash flows.Global steelmaking capacity exceeds global consumption of steel products. During periods of global economic weakness this overcapacity isamplified because of weaker global demand. This excess capacity often results in manufacturers in certain countries exporting significant amounts ofsteel and steel products at prices that are at or below their costs of production. In some countries the steel industry is subsidized or owned in whole orin part by the government, giving imported steel from those countries certain cost advantages. These imports, which are also affected by demand inthe domestic market,

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international currency conversion rates and domestic and international government actions, can result in downward pressure on steel prices, whichcould materially adversely affect our business, results of operations, financial condition and cash flows.In particular, steel production in China, the world's largest producer and consumer of steel, currently exceeds Chinese demand and in recent years theproduction growth rate has exceeded the growth rate of demand. This rising overcapacity in China has the potential to result in a further increase inimports of low- priced, unfairly traded steel and steel products to the United States that could put our steel products at a competitive disadvantage. Acontinuation of this unbalanced growth trend or a significant decrease in China's rate of economic expansion could result in increasing steel exportsfrom China.The recent addition of new capacity and expansion or restarting of existing sheet steel production in the United States has exacerbated this issuedomestically as well as globally.Competition from other producers, imports or alternative materials may have a material adverse effect on our business.We face strong competition from other steel producers and imports that compete with our products on price and service. The steel markets are highlycompetitive and a number of firms, domestic and foreign, participate in the steel and raw materials markets. Depending on a variety of factors,including raw materials, energy, labor and capital costs, government control of currency exchange rates and government subsidies of foreign steelproducers, our business may be materially adversely affected by competitive forces.In many applications, steel competes with other materials, such as concrete, aluminum, composites, plastic and wood. Increased use of these materialsin substitution for steel products could have a material adverse effect on prices and demand for our steel products.In 2011, automobile producers began taking steps towards complying with new Corporate Average Fuel Economy ("CAFE") mileage requirementsfor new cars and light trucks that they produce. As automobile producers work to produce vehicles in compliance with these new standards, they mayreduce the amount of steel in cars and trucks to improve fuel economy, thereby reducing demand for steel and resulting in further over- supply ofsteel in North America.The results of our operations are sensitive to volatility in steel prices and the cost of raw materials, particularly scrap steel.We rely to an extent on outside vendors to supply us with raw materials, including both scrap and scrap substitutes, that are critical to themanufacture of our products. Although we have vertically integrated our business by constructing our DRI facility in Trinidad and acquiring DJJ, westill must purchase most of our primary raw material, steel scrap, from numerous other sources located throughout the United States. Although webelieve that the supply of scrap and scrap substitutes is adequate to operate our facilities, purchase prices of these critical raw materials are volatileand are influenced by changes in scrap exports in response to changes in the scrap demands of our global competitors. At any given time, we may beunable to obtain an adequate supply of these critical raw materials with price and other terms acceptable to us. The availability and prices of rawmaterials may also be negatively affected by new laws and regulations, allocation by suppliers, interruptions in production, accidents or naturaldisasters, changes in exchange rates, worldwide price fluctuations, and the availability and cost of transportation. Many countries that export steelinto our markets restrict the export of scrap, protecting the supply chain of some foreign competitors. This trade practice creates artificial competitiveadvantage for foreign producers that could limit our ability to compete in the U.S. market.

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If our suppliers increase the prices of our critical raw materials, we may not have alternative sources of supply. In addition, to the extent that we havequoted prices to our customers and accepted customer orders for our products prior to purchasing necessary raw materials, we may be unable to raisethe price of our products to cover all or part of the increased cost of the raw materials, although we have successfully used a raw material surcharge inthe steel mills segment since 2004. Also, if we are unable to obtain adequate and timely deliveries of our required raw materials, we may be unable totimely manufacture sufficient quantities of our products. This could cause us to lose sales, incur additional costs and suffer harm to our reputation.Changes in the availability and cost of electricity and natural gas are subject to volatile market conditions that could adversely affect our business.Our steel mills are large consumers of electricity and natural gas. In addition, our DRI facility is also a large consumer of natural gas. We rely uponthird parties for our supply of energy resources consumed in the manufacture of our products. The prices for and availability of electricity, naturalgas, oil and other energy resources are subject to volatile market conditions. These market conditions often are affected by weather, political andeconomic factors beyond our control, and we may be unable to raise the price of our products to cover increased energy costs. Disruptions in thesupply of our energy resources could temporarily impair our ability to manufacture our products for our customers. Increases in our energy costsresulting from regulations that are not applicable across the entire steel market could materially adversely affect our business, results of operations,financial condition and cash flows.Our steelmaking processes, and the manufacturing processes of many of our suppliers and customers, are energy intensive and generate carbondioxide and other GHGs, and regulation of GHGs, through new regulations or legislation in an onerous form, could have a material adverse impacton our results of operations, financial condition and cash flows.Carbon is an essential raw material in Nucor's production processes. As a carbon steel producer, Nucor will be increasingly affected both directly andindirectly as GHG regulations are further implemented. Because Nucor's steelmaking operations are subject to most of these new GHG regulations,we have already begun to feel the impact in the permit modification and reporting processes. Both GHG regulations and recently promulgatedNational Ambient Air Quality Standards ("NAAQS"), which are more restrictive than previous standards, make it significantly more difficult toobtain new permits and to modify existing permits. These same regulations have indirectly increased the costs to manufacture our products as theyhave increased the cost of energy, primarily electricity, which we use extensively in the steelmaking process. The discovery of new natural gasreserves utilizing the practice of horizontal drilling and "fracking" is dampening some of this indirect impact, as some utilities switch fuels to naturalgas from coal thereby reducing their emissions significantly. To the extent that these regulations cause an increase in the cost of energy, they willhave an impact on Nucor's ability to compete.The USEPA continues to press forward with new regulations that control GHG and other NAAQS pollutants. Most of these and other relatedregulations are already, or we expect will shortly be, challenged in court. Until all proposed GHG emission regulations are adopted in final form andall legal challenges to them, including the authority of the USEPA to adopt them, have been resolved, however, we cannot reliably estimate theirimpact on our financial condition, operating performance or ability to compete. Because some foreign steel producers will not be subject to thesesame indirect cost increases, our products could be at a further competitive disadvantage. In addition to increased costs of production, we could alsoincur costs to defend and resolve legal claims and other litigation related to GHG regulations and the alleged impact of our operations on climatechange.

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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, and we, accordingly,make provision in our financial statements for the estimated costs of compliance. These laws are becoming increasingly stringent, resulting ininherent uncertainties in these estimates. To the extent that competitors, particularly foreign steel producers and manufacturers of competitiveproducts, are not required to incur equivalent costs, our competitive position could be materially adversely impacted.We plan to continue to implement our acquisition strategy and may encounter difficulties in integrating businesses we acquire.We plan to continue to seek attractive opportunities to acquire businesses, enter into joint ventures and make other investments that arecomplementary to our existing strengths. Realizing the anticipated benefits of acquisitions or other transactions will depend on our ability to operatethese businesses and integrate them with our operations and to cooperate with our strategic partners. Our business, results of operations, financialcondition and cash flows could be materially adversely affected if we are unable to successfully integrate these businesses.In addition, we may enter into joint ventures or acquisitions located outside the U.S., which may be adversely affected by foreign currencyfluctuations, changes in economic conditions and changes in local government regulations and policies.Our operations are subject to business interruptions and casualty losses.The steelmaking business is subject to numerous inherent risks, particularly unplanned events such as explosions, fires, other accidents, natural orman- made disasters, acts of terrorism, inclement weather and transportation interruptions. While our insurance coverage could offset losses relatingto 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 coveredby our insurance.Our business requires substantial capital investment and maintenance expenditures, and our capital resources may not be adequate to provide for allof our cash requirements.Our operations are capital intensive. For the five- year period ended December 31, 2011, our total capital expenditures, excluding acquisitions, wereapproximately $2.73 billion. Our business also requires substantial expenditures for routine maintenance. Although we expect requirements for ourbusiness needs, including the funding of capital expenditures, debt service for financings and any contingencies, will be financed by internallygenerated funds or from borrowings under our $1.5 billion unsecured revolving credit facility, we cannot assure you that this will be the case.Additional acquisitions could require financing from external sources.Changes in foreign currency may adversely affect our financial results.Because of our international expansion efforts, we are increasingly exposed to changes in foreign exchange rates. Generally, each of our foreignoperations both produces and sells in its local currency, limiting our exposure to foreign currency transactions. We monitor our exposures and, fromtime to time, may use forward currency contracts to hedge certain forecasted currency transactions. In addition to potential transaction losses, ourreported results of operations and financial position could be negatively affected by exchange rates when the activities and balances of our foreignoperations are translated into U.S. dollars for financial reporting purposes.

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The accounting treatment of equity method investments, goodwill and other long- lived assets could result in future asset impairments, which wouldreduce our earnings.We periodically test our equity method investments, goodwill and other long- lived assets to determine whether their estimated fair value is less thantheir value recorded on our balance sheet. The results of this testing for potential impairment may be adversely affected by the continuing uncertainmarket conditions for the steel industry, as well as changes in interest rates and general economic conditions. If we determine that the fair value ofany of these long- lived assets is less than the value recorded on our balance sheet, we would likely incur a non- cash impairment loss that willnegatively impact our results of operations.Tax increases and changes in tax rules could adversely affect our financial results.The steel industry and our business are sensitive to changes in taxes. As a company based in the U.S., Nucor is more exposed to the effects ofchanges in U.S. tax laws than some of our major competitors. Our provision for income taxes and cash tax liability in the future could be adverselyaffected by changes in U.S. tax laws. Potential changes that would adversely affect us include, but are not limited to, repealing LIFO (last- in, first-out treatment of inventory) and decreasing the ability of U.S. companies to receive a tax credit for foreign taxes paid or to defer the U.S. deduction ofexpenses in connection with investments made in other countries.

Item 1B. Unresolved Staff CommentsNone.

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Item 2. PropertiesWe own all of our principal operating facilities. These facilities, by segment, are as follows:

Location

Approximatesquare footage

of facilities Principal productsSteel mills:Blytheville, Arkansas

2,550,000Steel shapes, flat-rolled steel

Berkeley County, South Carolina2,160,000

Flat- rolled steel,steel shapes

Decatur, Alabama 2,000,000 Flat- rolled steelCrawfordsville, Indiana 1,880,000 Flat- rolled steelNorfolk, Nebraska 1,440,000 Steel shapesHickman, Arkansas 1,420,000 Flat- rolled steelPlymouth, Utah 1,190,000 Steel shapesHertford County, North Carolina 1,100,000 Steel plateJewett, Texas 1,080,000 Steel shapesDarlington, South Carolina 940,000 Steel shapesSeattle, Washington 640,000 Steel shapesMemphis, Tennessee 520,000 Steel shapesAuburn, New York 450,000 Steel shapesMarion, Ohio 440,000 Steel shapesKankakee, Illinois 430,000 Steel shapesKingman, Arizona 380,000 Steel shapesTuscaloosa, Alabama 370,000 Steel plateJackson, Mississippi 370,000 Steel shapesBirmingham, Alabama 280,000 Steel shapesWallingford, Connecticut 240,000 Steel shapes

Steel products:Norfolk, Nebraska

1,080,000Joists, deck, coldfinished bar

Brigham City, Utah730,000

Joists, coldfinished bar

Grapeland, Texas 680,000 Joists, deckSt. Joe, Indiana 550,000 Joists, deckChemung, New York 550,000 Joists, deckFlorence, South Carolina 540,000 Joists, deckFort Payne, Alabama 470,000 Joists, deck

Raw materials:Point Lisas, Trinidad 2,040,000 Direct reduced iron

Our steel mills segment also includes a distribution center in Pompano Beach, Florida.In the steel products segment, we have 84 additional operating facilities in 39 states and 28 operating facilities in Canada. Our affiliate, Harris Steel,also operates multiple sales offices in Canada and certain other foreign locations.In the raw materials segment, DJJ has 68 operating facilities in 15 states along with multiple brokerage offices in the U.S. and certain other foreignlocations.

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During 2011, the average utilization rates of all operating facilities in the steel mills, steel products and raw materials segments were approximately74%, 57% and 70% of production capacity, respectively.We also own our principal executive office in Charlotte, North Carolina.

Item 3. Legal ProceedingsNucor has been named, along with other major steel producers, as a co- defendant in several related antitrust class- action complaints filed byStandard Iron Works and other steel purchasers in the United States District Court for the Northern District of Illinois. The plaintiffs allege that fromJanuary 2005 to the present eight steel manufacturers, including Nucor, engaged in anticompetitive activities with respect to the production and saleof steel. The plaintiffs seek monetary and other relief. Although we believe the plaintiffs' claims are without merit and will vigorously defend againstthem, we cannot at this time predict the outcome of this litigation or estimate the range of Nucor's potential exposure.In the course of normal compliance evaluation in 2008 at our steel mill in Marion, Ohio, we discovered and self- disclosed to the Ohio EnvironmentalProtection Agency (the "Ohio EPA") that the facility had failed to properly permit modifications to its power supply. The Ohio EPA has since issuednotices of violation for this incident and ancillary issues arising from it. The Ohio EPA has assessed a civil penalty that will not have a materialadverse effect on our consolidated financial condition or results of operations. We expect to settle this matter in 2012.

Nucor is involved in various other judicial and administrative proceedings as both plaintiff and defendant, arising in the ordinary course of business.Nucor does not believe that any such proceedings (including matters relating to contracts, torts, taxes, warranties and insurance) will have a materialadverse effect on its business, operating results, financial condition or cash flows.

Item 4. Mine Safety DisclosuresNot applicable.

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Executive Officers of the RegistrantJames R. Darsey (56) Mr. Darsey has been an Executive Vice President of Nucor since September 2010. He was promoted to Vice President in 1996and to President of the Vulcraft/Verco Group in 2007. He was General Manager of Nucor Steel, Jewett, Texas from 1999 to 2007; General Managerof Vulcraft, Grapeland, Texas from 1995 to 1999; Engineering Manager of Vulcraft, Grapeland, Texas from 1987 to 1995; and Engineering Managerof Vulcraft, Brigham City, Utah from 1986 to 1987. He began his Nucor career in 1979 as a Design Engineer at Vulcraft, Grapeland, Texas.

Daniel R. DiMicco (61) Mr. DiMicco has been a director of Nucor since 2000 and was elected Chairman in 2006. Mr. DiMicco has served asNucor's Chief Executive Officer since 2000 and served as Vice Chairman from 2001 to 2006. He also served as President from 2000 to 2010. He wasan Executive Vice President of Nucor from 1999 to 2000 and Vice President from 1992 to 1999, serving as General Manager of Nucor- Yamato SteelCompany. Mr. DiMicco began his career with Nucor in 1982 at Nucor Steel, Plymouth, Utah.John J. Ferriola (59) Mr. Ferriola has been President and Chief Operating Officer and a member of the Board of Directors since January 2011. Hewas the Chief Operating Officer of Steelmaking Operations from 2007 to 2010. Mr. Ferriola previously served as an Executive Vice President ofNucor from 2002 to 2007 and was a Vice President from 1996 to 2001. He was General Manager of Nucor Steel, Crawfordsville, Indiana from 1998to 2001; General Manager of Nucor Steel, Norfolk, Nebraska from 1995 to 1998; General Manager of Vulcraft, Grapeland, Texas in 1995; andManager of Maintenance and Engineering at Nucor Steel, Jewett, Texas from 1992 to 1995.James D. Frias (55) Mr. Frias has been Chief Financial Officer, Treasurer and Executive Vice President since January 2010. He was a Vice Presidentof Nucor from 2006 to 2009. Mr. Frias previously served as Corporate Controller from 2001 to 2009; Controller of Nucor Steel, Crawfordsville,Indiana from 1994 to 2001; and Controller of Nucor Building Systems, Waterloo, Indiana from 1991 to 1994.Keith B. Grass (55) Mr. Grass is an Executive Vice President of Nucor and serves as President and Chief Executive Officer of DJJ. From January2000 until Nucor acquired DJJ in February 2008, he served as the President and Chief Executive Officer of DJJ. Before he assumed that position withDJJ, Mr. Grass held the following positions with the same company: President and Chief Operating Officer of the Metal Recycling Division during1999; President of the International Division from 1996 to 1998; Vice President of Trading from 1992 to 1996; District Manager of the Chicagotrading office from 1988 to 1992; District Manager of the Detroit office from 1986 to 1988; and District Manager of the Omaha office from 1985 to1986. Mr. Grass began his career as a brokerage representative in DJJ's Chicago office in 1978.Ladd R. Hall (55) Mr. Hall has been an Executive Vice President of Nucor since September 2007 and was Vice President and General Manager ofNucor Steel, Berkeley County, South Carolina from 2000 to 2007; Vice President and General Manager of Nucor Steel, Darlington, South Carolinafrom 1998 to 2000; Vice President of Vulcraft, Brigham City, Utah from 1994 to 1998 and General Manager there from 1993 to 1994; GeneralManager of Vulcraft, Grapeland, Texas in 1993; Sales Manager of Vulcraft, Brigham City, Utah from 1988 to 1993; and Inside Sales at Nucor SteelPlymouth, Utah from 1981 to 1988.Hamilton Lott, Jr. (62) Mr. Lott has been an Executive Vice President of Nucor since September 1999 and was a Vice President from 1988 to 1999.He was General Manager of Vulcraft, Florence, South

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Carolina from 1993 to 1999; General Manager of Vulcraft, Grapeland, Texas from 1987 to 1993; Sales Manager of Vulcraft, St. Joe, Indiana fromJanuary 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.R. Joseph Stratman (55) Mr. Stratman has been an Executive Vice President of Nucor since September 2007 and was Vice President and GeneralManager of Nucor- Yamato Steel Company from 1999 to 2007. He was Vice President of Nucor Steel, Norfolk, Nebraska in 1999 and GeneralManager there from 1998 to 1999; Controller of Nucor- Yamato Steel Company from 1991 to 1998; and Controller of Nucor Building Systems,Waterloo, Indiana from 1989 to 1991.

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PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesNucor has increased its base cash dividend every year since the Company began paying dividends in 1973. Nucor paid a total dividend of $1.45 pershare in 2011 compared with $1.44 per share in 2010. In December 2011, the board of directors increased the base quarterly cash dividend on Nucor'scommon stock to $0.365 per share from $0.3625 per share. In February 2012, the board of directors declared Nucor's 156th consecutive quarterly cashdividend of $0.365 per share payable on May 11, 2012 to stockholders of record on March 30, 2012.Additional information regarding the market for Nucor's common stock, quarterly market price ranges, the number of stockholders and dividendpayments is incorporated by reference to Nucor's 2011 Annual Report, page 68.

Item 6. Selected Financial DataHistorical financial information is incorporated by reference to Nucor's 2011 Annual Report, page 39.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsInformation required by this item is incorporated by reference to Nucor's 2011 Annual Report, page 2 (Forward- looking Statements) and pages 20through 35.

Item 7A. Quantitative and Qualitative Disclosures about Market RiskIn the ordinary course of business, Nucor is exposed to a variety of market risks. We continually monitor these risks and develop appropriatestrategies to manage them.Interest Rate Risk Nucor manages interest rate risk by using a combination of variable- rate and fixed- rate debt. At December 31, 2011, 24% ofNucor's long- term debt was in industrial revenue bonds that have variable interest rates that are adjusted weekly or annually. The remaining 76% ofNucor's debt is at fixed rates. Future changes in interest rates are not expected to significantly impact earnings. Nucor also makes use of interest rateswaps to manage net exposure to interest rate changes. As of December 31, 2011, there were no such contracts outstanding. Nucor's investmentpractice is to invest in securities that are highly liquid with short maturities. As a result, we do not expect changes in interest rates to have asignificant impact on the value of our investment securities.Commodity Price Risk In the ordinary course of business, Nucor is exposed to market risk for price fluctuations of raw materials and energy,principally scrap steel, other ferrous and nonferrous metals, alloys and natural gas. We attempt to negotiate the best prices for our raw materials andenergy requirements and to obtain prices for our steel products that match market price movements in response to supply and demand. Nucor utilizesa raw material surcharge as a component of pricing steel to facilitate the passing through of increased costs of scrap steel and other raw materials. Inperiods of stable demand for our products, our surcharge mechanism has worked effectively to reduce the normal time lag in passing through higherraw material costs so that we can maintain our gross margins. When demand for and cost of raw materials is lower, however, the surcharge impactsour sales prices to a lesser extent.

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Nucor also uses derivative financial instruments to hedge a portion of our exposure to price risk related to natural gas purchases used in theproduction process and to hedge a portion of our scrap, aluminum and copper purchases and sales. Gains and losses from derivatives designated ashedges are deferred in accumulated other comprehensive income (loss) on the consolidated balance sheets and recognized into earnings in the sameperiod as the underlying physical transaction. At December 31, 2011, accumulated other comprehensive income (loss) included $40.3 million inunrealized net- of- tax losses for the fair value of these derivative instruments. Changes in the fair values of derivatives not designated as hedges arerecognized in earnings each period. The following table presents the negative effect on pre- tax earnings of a hypothetical change in the fair value ofderivative instruments outstanding at December 31, 2011, due to an assumed 10% and 25% change in the market price of each of the indicatedcommodities (in thousands):

Commodity Derivative 10% Change 25% ChangeNatural gas $ 1,100 $ 2,700Aluminum 3,030 7,576Copper 300 750

Any resulting changes in fair value would be recorded as adjustments to other comprehensive income (loss), net of tax, or recognized in net earnings,as appropriate. These hypothetical losses would be partially offset by the benefit of lower prices paid or higher prices received for the physicalcommodities.Foreign Currency Risk Nucor is exposed to foreign currency risk through its operations in Canada, Europe, Trinidad and Australia. We periodicallyuse derivative contracts to mitigate the risk of currency fluctuations. Open foreign currency derivative contracts at December 31, 2011 and 2010 wereinsignificant.

Item 8. Financial Statements and Supplementary DataInformation required by this item is incorporated by reference to Nucor's 2011 Annual Report, pages 40 through 64.

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

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Item 9A. Controls and ProceduresEvaluation of Disclosure Controls and Procedures As of the end of the period covered by this report, the Company carried out an evaluation, underthe supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief FinancialOfficer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based upon that evaluation, the ChiefExecutive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of the evaluationdate.Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting during the quarterended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Report on Internal Control Over Financial Reporting Management's report on internal control over financial reporting required by Section 404 of theSarbanes- Oxley Act of 2002 and the attestation report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, on theeffectiveness of Nucor's internal control over financial reporting as of December 31, 2011 are incorporated by reference to Nucor's 2011 AnnualReport, pages 40 and 41.

Item 9B. Other InformationNone.

PART III

Item 10. Directors, Executive Officers and Corporate GovernanceThe information required by this Item about Nucor's executive officers is contained in Part I, Item 1 of this Form 10- K. The other informationrequired by this Item is contained in the sections of Nucor's Notice of 2012 Annual Meeting of Stockholders and Proxy Statement (the "ProxyStatement") captioned Election of Directors, Section 16(a) Beneficial Ownership Reporting Compliance and Corporate Governance and Board ofDirectors, which sections are incorporated by reference.Nucor has adopted a Code of Ethics for Senior Financial Professionals ("Code of Ethics") that applies to the Company's Chief Executive Officer,Chief Financial Officer, Corporate Controller and other senior financial professionals, as well as Corporate Governance Principles for our Board ofDirectors and charters for our board committees. These documents are publicly available on our website, www.nucor.com. If we make anysubstantive amendments to the Code of Ethics or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics, we willdisclose the nature of such amendment or waiver on our website.

Item 11. Executive CompensationThe information required by this item is included under the headings Compensation Discussion and Analysis, Corporate Governance and Board ofDirectors, Report of the Compensation and Executive Development Committee in Nucor's Proxy Statement and is incorporated herein by reference.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersInformation required by this item with respect to security ownership of certain beneficial owners and management is incorporated by reference toNucor's Proxy Statement under the heading Security Ownership of Management and Certain Beneficial Owners.The information regarding the number of securities issuable under equity compensation plans and the related weighted average exercise price isincorporated by reference to the Proxy Statement under the heading Equity Compensation Plan Information.

Item 13. Certain Relationships and Related Transactions, and Director IndependenceInformation required by this item is incorporated by reference to Nucor's Proxy Statement under the heading Corporate Governance and Board ofDirectors.

Item 14. Principal Accountant Fees and ServicesInformation about the fees in 2011 and 2010 for professional services rendered by our independent registered public accounting firm is incorporatedby reference to Nucor's Proxy Statement under the heading Fees Paid to Independent Registered Public Accounting Firm. The description of ouraudit committee's policy on pre- approval of audit and permissible non- audit services of our independent registered public accounting firm is alsoincorporated by reference from the same section of the Proxy Statement.

PART IV

Item 15. Exhibits and Financial Statement SchedulesFinancial Statements:The following consolidated financial statements and the report of independent registered public accounting firm are incorporated by reference toNucor's 2011 Annual Report, pages 40 through 64:

Management's Report on Internal Control Over Financial Reporting

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets - December 31, 2011 and 2010

Consolidated Statements of Earnings - Years ended December 31, 2011, 2010 and 2009

Consolidated Statements of Stockholders' Equity - Years ended December 31, 2011, 2010 and 2009

Consolidated Statements of Cash Flows - Years ended December 31, 2011, 2010 and 2009

Notes to Consolidated Financial Statements

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Financial Statement Schedules:The following financial statement schedule is included in this report as indicated:

PageReport of Independent Registered Public Accounting Firm on FinancialStatement Schedule 29

Schedule II Valuation and Qualifying Accounts Years ended December 31,2011, 2010 and 2009 30All other schedules are omitted because they are not required, not applicable, or the information is furnished in the consolidated financial statementsor notes.

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Exhibits:

3 Restated Certificate of Incorporation (incorporated by reference to Form 8- K filed September 14,2010)

3(i) By- Laws as amended and restated September 7, 2011 (incorporated by reference to Form 8- K filedSeptember 9, 2011)

4 Indenture, dated as of January 12, 1999, between Nucor Corporation and The Bank of New YorkMellon (formerly known as The Bank of New York), as trustee (incorporated by reference to FormS- 4 filed December 13, 2002)

4(i) Second Supplemental Indenture, dated as of October 1, 2002, between Nucor Corporation and TheBank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated byreference to Form S- 4 filed December 13, 2002)

4(ii) Third Supplemental Indenture, dated as of December 3, 2007, between Nucor Corporation and TheBank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated byreference to Form 8- K filed December 4, 2007)

4(iii) Fourth Supplemental Indenture, dated as of June 2, 2008, between Nucor Corporation and The Bankof New York Mellon (formerly known as The Bank of New York), as trustee (incorporated byreference to Form 8- K filed June 3, 2008)

4(iv) Fifth Supplemental Indenture, dated as of September 21, 2010, between Nucor Corporation and TheBank of New York Mellon (formerly known as The Bank of New York), as trustee (incorporated byreference to Form 8- K filed September 21, 2010)

4(v) Form of 4.875% Notes due October 2012 (included in Exhibit 4(i) above) (incorporated by referenceto Form S- 4 filed December 13, 2002)

4(vi) Form of 5.00% Notes due December 2012 (included in Exhibit 4(ii) above) (incorporated byreference to Form 8- K filed December 4, 2007)

4(vii) Form of 5.75% Notes due December 2017 (included in Exhibit 4(ii) above) (incorporated byreference to Form 8- K filed December 4, 2007)

4(viii) Form of 6.40% Notes due December 2037 (included in Exhibit 4(ii) above) (incorporated byreference to Form 8- K filed December 4, 2007)

4(ix) Form of 5.00% Notes due June 2013 (included in Exhibit 4(iii) above) (incorporated by reference toForm 8- K filed June 3, 2008)

4(x) Form of 5.85% Notes due June 2018 (included in Exhibit 4(iii) above) (incorporated by reference toForm 8- K filed June 3, 2008)

4(xi) Form of 4.125% Notes due September 2022 (included in Exhibit 4(iv) above) (incorporated byreference to Form 8- K filed September 21, 2010)

10 2003 Key Employees Incentive Stock Option Plan (as amended through Amendment 2003- 1)(incorporated by reference to Form 10- Q for quarter ended October 4, 2003) (1)

10(i) Non- Employee Director Equity Plan (incorporated by reference to Form 10- K for year endedDecember 31, 2000) (1)

10(ii) 2005 Stock Option and Award Plan (incorporated by reference to Form 8- K filed May 17, 2005) (1)

10(iii) 2005 Stock Option and Award Plan, Amendment No. 1 (incorporated by reference to Form 10- Q forquarter ended September 29, 2007) (1)

10(iv) 2010 Stock Option and Award Plan (incorporated by reference to Form 10- Q for quarter ended July3, 2010) (1)

10(v) Form of Restricted Stock Unit Award Agreement time- vested awards (incorporated by reference toForm 10- K for year ended December 31, 2005) (1)

10(vi) Form of Restricted Stock Unit Award Agreement retirement- vested awards (incorporated byreference to Form 10- K for year ended December 31, 2005) (1)

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10(vii) Form of Restricted Stock Unit Award Agreement for Non- Employee Directors(incorporated by reference to Form 10- Q for quarter ended April 1, 2006) (1)

10(viii) Form of Award Agreement for Stock Option Granted in 2010 (incorporated by referenceto Form 10- Q for quarter ended October 2, 2010) (1)

10(ix) Form of Award Agreement for Annual Stock Option Grants (incorporated by referenceto Form 10- Q for quarter ended July 2, 2011) (1)

10(x) Employment Agreement of Daniel R. DiMicco (incorporated by reference to Form 10-Q for quarter ended June 30, 2001) (1)

10(xi) Amendment to Employment Agreement of Daniel R. DiMicco (incorporated byreference to Form 10- K for year ended December 31, 2007) (1)

10(xii) Employment Agreement of James D. Frias (incorporated by reference to Form 10- K foryear ended December 31, 2009) (1)

10(xiii) Employment Agreement of Hamilton Lott, Jr. (incorporated by reference to Form 10- Qfor quarter ended June 30, 2001) (1)

10(xiv) Amendment to Employment Agreement of Hamilton Lott, Jr. (incorporated by referenceto Form 10- K for year ended December 31, 2007) (1)

10(xv) Employment Agreement of John J. Ferriola (incorporated by reference to Form 10- Kfor year ended December 31, 2001) (1)

10(xvi) Amendment to Employment Agreement of John J. Ferriola (incorporated by reference toForm 10- K for year ended December 31, 2007) (1)

10(xvii) Employment Agreement of Ladd R. Hall (incorporated by reference to Form 10- Q forquarter ended September 29, 2007) (1)

10(xviii) Employment Agreement of R. Joseph Stratman (incorporated by reference to Form 10-Q for quarter ended September 29, 2007) (1)

10(xix)* Employment Agreement of Keith B. Grass (1)

10(xx) Employment Agreement of James R. Darsey (incorporated by reference to Form 10- Kfor year ended December 31, 2010) (1)

10(xxi) Severance Plan for Senior Officers and General Managers as Amended and RestatedEffective February 18, 2009 (incorporated by reference to Form 10- Q for quarter endedApril 4, 2009) (1)

10(xxii) Senior Officers Annual Incentive Plan As Amended and Restated Effective February 18,2009 (incorporated by reference to Form 10- Q for quarter ended April 4, 2009) (1)

10(xxiii) Senior Officers Long- Term Incentive Plan As Amended and Restated EffectiveFebruary 18, 2009 (incorporated by reference to Form 10- Q for quarter ended April 4,2009) (1)

10(xxiv) Senior Officers Long- Term Incentive Plan Amendment No. 1 Adopted May 13, 2010(incorporated by reference to Form 10- Q for quarter ended July 3, 2010) (1)

10(xxv) Underwriting Agreement dated September 16, 2010 among Nucor Corporation, Banc ofAmerica Securities LLC, Citigroup Capital Markets Inc. and J.P. Morgan Securities, Inc.(incorporated by reference to Form 8- K filed September 21, 2010)

12* Computation of Ratio of Earnings to Fixed Charges

13* 2011 Annual Report (portions incorporated by reference)

21* Subsidiaries

23* Consent of Independent Registered Public Accounting Firm

24 Power of attorney (included on signature page)

31* Certification of Principal Executive Officer Pursuant to Rule 13a- 14(a)/15d- 14(a), asAdopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002

31(i)* Certification of Principal Financial Officer Pursuant to Rule 13a- 14(a)/15d- 14(a), asAdopted Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002

32* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, asAdoptedPursuant to Section 906 of the Sarbanes- Oxley Act of 2002

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32(i)* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuantto Section 906 of the Sarbanes- Oxley Act of 2002

101* Nucor Corporation Annual Report on Form 10- K for the fiscal year ended December 31, 2011,formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements ofEarnings, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows,(iv) the Consolidated Statements of Stockholders' Equity, and (v) the Notes to ConsolidatedFinancial Statements.

* Filed herewith.(1) Indicates a management contract or compensatory plan or arrangement.

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SIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed onits behalf by the undersigned, thereunto duly authorized.

NUCOR CORPORATION

By: /s/ Daniel R.DiMiccoDaniel R.DiMiccoChairmanand ChiefExecutiveOfficer

Dated: February 28, 2012POWER OF ATTORNEY

KNOW ALL PERSON BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints James D. Frias and A. RaeEagle, or any of them, his or her attorney- in- fact, for such person in any and all capacities, to sign any amendments to this report and to file thesame, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying andconfirming all that either of said attorney- in- fact, or substitute or substitutes, may do or cause to be done by virtue hereof.Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of theregistrant and in the capacities and on the dates indicated.

/s/ Daniel R. DiMicco /s/ Peter C. BrowningDaniel R. DiMiccoChairman and Chief Executive Officer

Peter C. BrowningLead Director

/s/ James D. Frias /s/ Clayton C. Daley, Jr.James D. FriasChief Financial Officer, Treasurer and Executive Vice President(Principal Financial Officer)

Clayton C. Daley, Jr.Director

/s/ Michael D. Keller /s/ John J. FerriolaMichael D. KellerVice President and Corporate Controller(Principal Accounting Officer)

John J. FerriolaDirector, President and Chief Operating Officer

/s/ Harvey B. GanttHarvey B. GanttDirector

/s/ Victoria F. HaynesVictoria F. HaynesDirector

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/s/ James D. HlavacekJames D. HlavacekDirector

/s/ Bernard L. KasrielBernard L. KasrielDirector

/s/ Christopher J. KearneyChristopher J. KearneyDirector

/s/ John H. WalkerJohn H. WalkerDirector

Dated: February 28, 2012

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NUCOR CORPORATIONIndex to Financial Statement Schedule

PageReport of Independent Registered Public Accounting Firm on FinancialStatement Schedule 29

Schedule II Valuation and Qualifying Accounts Years ended December 31,2011, 2010 and 2009 30

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Report of Independent Registered Public Accounting Firm on Financial Statement ScheduleTo the Board of Directors and Stockholders ofNucor Corporation:Our audits of the consolidated financial statements and of the effectiveness of internal control over financial reporting referred to in our report datedFebruary 28, 2012 appearing in the 2011 Annual Report to Stockholders of Nucor Corporation (which report and consolidated financial statementsare incorporated by reference in this Annual Report on Form 10- K) also included an audit of the financial statement schedule listed in Item 15 of thisForm 10- K. In our opinion, this financial statement schedule presents fairly, in all material respects, the information set forth therein when read inconjunction with the related consolidated financial statements./s/ PricewaterhouseCoopers LLPCharlotte, North CarolinaFebruary 28, 2012

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NUCOR CORPORATIONFinancial Statement Schedule

SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (in thousands)

Description

Balance at

beginning ofYear

Additions

charged to

costs andexpenses Deductions

Balance atend of year

Year endedDecember 31, 2011LIFO Reserve $ 620,414 $ 142,762 $ - $ 763,176

Year endedDecember 31, 2010LIFO Reserve $ 456,448 $ 163,966 $ - $ 620,414

Year endedDecember 31, 2009LIFO Reserve $ 923,362 $ - ($ 466,914) $ 456,448

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NUCOR CORPORATIONList of Exhibits to Form 10- K December 31, 2011

ExhibitNo. Description of Exhibit

10(xix) Employment Agreement of Keith B. Grass

12 Computation of Ratio of Earnings to Fixed Charges

13 2011 Annual Report (portions incorporated by reference)

21 Subsidiaries

23 Consent of Independent Registered Public Accounting Firm

31 Certification of Principal Executive Officer Pursuant to Rule 13a- 14(a)/15d- 14(a), as Adopted Pursuant toSection 302 of the Sarbanes- Oxley Act of 2002

31(i) Certification of Principal Financial Officer Pursuant to Rule 13a- 14(a)/15d- 14(a), as Adopted Pursuant toSection 302 of the Sarbanes- Oxley Act of 2002

32 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant toSection 906 of the Sarbanes- Oxley Act of 2002

32(i) Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant toSection 906 of the Sarbanes- Oxley Act of 2002

101 Nucor Corporation Annual Report on Form 10- K for the fiscal year ended December 31, 2011, formattedin XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Earnings, (ii) theConsolidated Balance Sheets, (iii) the Consolidated Statements of Cash Flows, (iv) the ConsolidatedStatements of Stockholders' Equity, and (v) the Notes to Consolidated Financial Statements.

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Exhibit 10(xix)EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into between NUCOR CORPORATION, aDelaware corporation with its principal place of business in Charlotte, North Carolina, on behalf of itself and each of its affiliates and subsidiaries (allsuch entities, collectively, "Nucor"), and KEITH B. GRASS ("Executive"), a resident of Kentucky.WHEREAS, Executive is currently employed by The David J. Joseph Company, an indirect wholly- owned subsidiary of Nucor Corporation, asPresident and Chief Executive Officer;WHEREAS, Executive also currently serves as an Executive Vice President of Nucor Corporation;WHEREAS, contingent upon Executive's execution of this Agreement and effective as of January 1, 2012, Nucor Corporation desires for Executiveto continue his employment with each of Nucor Corporation as Executive Vice President and The David J. Joseph Company as President and ChiefExecutive Officer while also providing Executive with an increase in his base salary and the opportunity to receive increased severance benefits thatExecutive was not previously entitled to receive; andWHEREAS, in consideration for such an increase in Executive's base salary and the opportunity to receive such enhanced severance benefits,Executive desires to continue his employment with each of Nucor Corporation as an Executive Vice President and The David J. Joseph Company asPresident and Chief Executive Officer upon the terms and conditions set forth herein.NOW, THEREFORE, in consideration for the promises and mutual agreements contained herein, the parties agree, effective as of January 1, 2012(the "Effective Date"), as follows:1. Employment. Nucor agrees to employ Executive in the position of Executive Vice President of Nucor Corporation and President and ChiefExecutive Officer of The David J. Joseph Company, and Executive agrees to accept employment in these positions, subject to the terms andconditions set forth in this Agreement, including the confidentiality, non- competition and non- solicitation provisions which Executive acknowledgeswere discussed in detail prior to and made an express condition of his receipt of the benefits set forth herein.2. Compensation and Benefits During Employment. Nucor will provide or cause to be provided, as the case may be, the following compensation andbenefits to Executive:(a) Executive will be entitled to receive a base salary of Four Hundred Twenty Two Thousand Dollars ($422,000) per year, paid not less frequentlythan monthly in accordance with Nucor's normal payroll practices, subject to withholding and other deductions as required by law. The partiesacknowledge and agree that this amount exceeds the base salary Executive was entitled to receive prior to the Effective Date. Executive's base salaryis subject to adjustment up or down by the Board of Directors of Nucor Corporation (the "Board") at its sole discretion and without notice toExecutive.(b) Executive will be a participant in, and eligible to receive awards of incentive compensation under and in accordance with the applicable terms andconditions of, Nucor's senior officer annual and long term incentive compensation plans, as modified from time to time by, and in the sole discretionof, the Board.

(c) Executive shall be a participant in, and eligible to receive awards of equity- based compensation under and in accordance with the applicableterms and conditions of, Nucor's senior officer equity incentive compensation plans, as modified from time to time by, and in the sole discretion of,the Board.(d) Executive will be eligible for those employee benefits that are generally made available by Nucor to its executive officers. To the extent Executiveis eligible to participate in the Nucor Corporation Severance Plan for Senior Officers and General Managers (the "Severance Plan") pursuant to itsterms, notwithstanding anything to the contrary set forth in the Severance Plan, Executive's years of service with The David J. Joseph Company priorto such time as The David J. Joseph Company became a subsidiary of Nucor Corporation shall be deemed Years of Service (as such term is definedin the Severance Plan).3. Compensation Following Termination.(a) From the date of Executive's termination of employment with Nucor, whether by Executive or Nucor for any or no reason, and provided thatExecutive executes and returns to Nucor a separation and release agreement in form and substance satisfactory to Nucor, in its sole discretion,releasing any and all claims Executive has or may have against Nucor at the time of his termination of employment from Nucor, Nucor will payExecutive the Monthly Amount (as defined below) for twenty- four (24) months following Executive's termination. The "Monthly Amount" shall bean amount equal to (i) the product of (A) the amount of Executive's highest base salary level during the twelve (12) month period immediately priorto his date of termination, multiplied by (B) 3.36, (ii) divided by twelve (12). Subject to the provisions of Section 24 of this Agreement, the paymentsof the Monthly Amount shall be made at the end of each month following Executive's termination of employment with Nucor on Nucor's regularmonthly payroll date.(b) In exchange for Nucor's agreement to pay the Monthly Amount as set forth in this Section 3, and other good and valuable consideration, includingwithout limitation the compensation and benefits set forth in Section 2 of this Agreement, Executive agrees to strictly abide by the terms of Sections 8through 13 of this Agreement.(c) If Executive is employed by Nucor at the time of Executive's death, Nucor's obligations to make any payments of the Monthly Amount under thisAgreement will automatically terminate and Executive's estate and executors will have no rights to any payments of the Monthly Amount under thisAgreement. If Executive dies during the first twelve (12) months following Executive's termination from employment with Nucor, then Nucor willpay Executive's estate the payments of the Monthly Amount due pursuant to Section 3(a) of this Agreement through the end of the twelfth(12th) month following Executive's termination from employment with Nucor. If Executive dies twelve (12) or more months after termination ofExecutive's employment with Nucor, then Nucor's obligations to make any payments of the Monthly Amount under Section 3(a) of this Agreementwill automatically terminate without the necessity of Nucor providing notice, written or otherwise.(d) The amounts payable pursuant to this Section 3 of this Agreement shall be in addition to and not in lieu of any amounts payable to Executivepursuant to the Nucor Corporation Severance Plan for Senior Officers and General Managers (the "Severance Plan"), which such payments, if any,shall be governed by the terms and conditions of the Severance Plan.

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4. Duties and Responsibilities; Best Efforts. While employed by Nucor, Executive shall perform such duties for and on behalf of Nucor as may bedetermined and assigned to Executive from time to time by the Chief Executive Officer of Nucor Corporation, the Chief Operating Officer of NucorCorporation or the Board. Executive shall devote his full time and best efforts to the business and affairs of Nucor. During the term of Executive'semployment with Nucor, Executive will not undertake other paid employment or engage in any other business activity without the prior writtenconsent of the Board.5. Employment at Will. The parties acknowledge and agree that this Agreement does not create employment for a definite term and that Executive'semployment with Nucor is at will and terminable by Nucor or Executive at any time, with or without cause and with or without notice, unlessotherwise expressly set forth in a separate written agreement executed by Executive and Nucor after the Effective Date.6. Change in Executive's Position. In the event that Nucor transfers, demotes, promotes, or otherwise changes Executive's compensation or positionwith Nucor, the restrictions and post- termination obligations set forth in Sections 8 through 13 of this Agreement shall remain in full force and effect.7. Recognition of Nucor's Legitimate Interests. Executive understands and acknowledges that Nucor competes in North America and throughout theworld in the research, manufacture, marketing, sale, distribution, processing, trading, brokering, recycling and/or placement of steel or steel products(including but not limited to flat- rolled steel, steel shapes, structural steel, light gauge steel framing, steel plate, steel joists and girders, steel deck,steel fasteners, metal building systems, wire rod, welded- wire reinforcement rolls and sheets, cold finished steel bars and wire, special quality barproducts, guard rail, fabricated concrete reinforcement bars, and structural welded- wire reinforcement) or steel or steel product inputs (including butnot limited to direct reduced iron and ferrous and non- ferrous scrap metal and substitutes thereof) (all such activities, collectively, the "Business").As part of Executive's employment with Nucor, Executive acknowledges he will continue to have access to and gain knowledge of significant secret,confidential and proprietary information of the full range of operations of Nucor. In addition, Executive will continue to have access to trainingopportunities, contact with vendors, customers and prospective vendors and customers of Nucor, in which capacity he is expected to develop goodrelationships with such vendors, customers and prospective vendors and customers, and will gain intimate knowledge regarding the products andservices of Nucor. Executive recognizes and agrees that Nucor has spent and will continue to spend substantial effort, time and money in developingrelationships with its vendors and customers, that many such vendors and customers have long term relationships with Nucor, and that all vendors,customers and accounts that Executive may deal with during his employment with Nucor, are the vendors, customers and accounts of Nucor.Executive acknowledges that Nucor's competitors would obtain an unfair advantage if Executive disclosed Nucor's Secret Information or ConfidentialInformation (as defined in Sections 8 and 9, respectively) to a competitor, used it on a competitor's behalf, or if he were able to exploit therelationships he develops as an employee of Nucor to solicit business on behalf of a competitor.8. Covenant Regarding Nucor's Secret Information. Executive recognizes and agrees that he will have continued access to certain sensitive andconfidential information of Nucor (a) that is not generally known in the steel business, which would be difficult for others to acquire or duplicatewithout improper means, (b) that Nucor strives to keep secret, and (c) from which Nucor derives substantial commercial benefit because of the factthat it is not generally known (the "Secret Information"), including without limitation: (i) Nucor's process of developing, processing, recycling andproducing raw material (including ferrous and non- ferrous scrap metal and substitutes thereof), and designing and manufacturing steel and ironproducts; (ii) Nucor's process for treating, processing or fabricating steel and iron products; (iii) Nucor's non- public financial data, strategic businessplans, competitor analysis, purchase, sales and marketing data, and proprietary margin, pricing, and cost data; and (iv) any other information or data

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which meets the definition of "trade secrets" under the North Carolina Trade Secrets Protection Act. Executive agrees that unless he is expresslyauthorized by Nucor in writing, Executive will not use or disclose or allow to be used or disclosed Nucor's Secret Information. This covenant shallsurvive until the Secret Information is generally known in the industry through no act or omission of the Executive or until Nucor knowinglyauthorizes the disclosure of or discloses the Secret Information, without any limitations on use or confidentiality. Executive acknowledges that he didnot have knowledge of Nucor's Secret Information prior to his employment with Nucor and that the Secret Information does not include Executive'sgeneral skills and know- how.9. Agreement to Maintain Confidentiality.(a) As used in this Agreement, "Confidential Information" shall include all confidential and proprietary information of Nucor, including, withoutlimitation, any of the following information to the extent not generally known to third persons: financial and budgetary information and strategies;plant and processing facility designs, specifications, and layouts; equipment design, specifications, and layouts; product design and specifications;manufacturing and recycling processes, procedures, and specifications; data processing or other computer programs; research and developmentprojects; marketing information and strategies; customer lists; vendor lists; information about customer preferences and buying patterns; informationabout prospective customers, vendors and prospective vendors, or business opportunities; information about Nucor's costs and the pricing structureused in sales to customers; information about Nucor's overall corporate business strategy; and technological innovations used in Nucor's business, tothe extent that such information does not fall within the definition of Secret Information.(b) During Executive's employment with Nucor and at all times after the termination of Executive's employment with Nucor, (i) Executive covenantsand agrees to treat as confidential all Confidential Information submitted to Executive or received, compiled, developed, designed, produced,accessed, or otherwise discovered by the Executive from time to time while employed by Nucor, and (ii) Executive will not disclose or divulge theConfidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Executive's own benefit or for thebenefit of any person, entity, firm or company other than Nucor. This restriction will apply throughout the world; provided, however, that if therestrictions of this Section 9(b) when applied to any specific piece of Confidential Information would prevent Executive from using his generalknowledge or skills in competition with Nucor or would otherwise substantially restrict the Executive's ability to fairly compete with Nucor, then asto that piece of Confidential Information only, the scope of this restriction will apply only for the Restrictive Period (as defined below) and onlywithin the Restricted Territory (as defined below).(c) Executive specifically acknowledges that the Confidential Information, whether reduced to writing or maintained in the mind or memory ofExecutive, and whether compiled or created by Executive, Nucor, or any of its vendors, customers, or prospective vendors or customers derivesindependent economic value from not being readily known to or ascertainable by proper means by others who could obtain economic value from thedisclosure or use of the Confidential Information. Executive also acknowledges that reasonable efforts have been put forth by Nucor to maintain thesecrecy of the Confidential Information, that the Confidential Information is and will remain the sole property of Nucor or any of its vendors,customers or prospective vendors or customers, as the case may be, and that any retention and/or use of Confidential Information during or after thetermination of Executive's employment with Nucor (except in the regular course of performing his duties hereunder) will constitute a

4

misappropriation of the Confidential Information belonging to Nucor. Executive acknowledges and agrees that if he (i) accesses ConfidentialInformation on any Nucor computer system within thirty (30) days prior the effective date of his voluntary resignation of employment with Nucorand (ii) transmits, copies or reproduces such Confidential Information in any manner or deletes any such Confidential Information, he is exceedinghis authorized access to such computer system.10. Noncompetition.(a) Executive hereby agrees that for the duration of Executive's employment with Nucor, and for a period of twenty- four (24) months thereafter (the"Restrictive Period"), Executive will NOT, within the Restricted Territory, do any of the following:(i) engage in, whether as an employee, consultant, or in any other capacity, any business activity (A) that is the same as, or is in direct competitionwith, any portion of the Business, and (B) in which Executive engaged in during the course of his employment with Nucor (any such activitiesdescribed in this Section 10(a)(i), "Competing Activities");(ii) commence, establish or own (in whole or in part) any business that engages in any Competing Activities, whether (i) by establishing a soleproprietorship, (ii) as a partner of a partnership, (iii) as a member of a limited liability company, (iv) as a shareholder of a corporation (except to theextent Executive is the holder of not more than five percent (5%) of any class of the outstanding stock of any company listed on a national securitiesexchange so long as Executive does not actively participate in the management or business of any such entity) or (v) as the owner of any similarequity interest in any such entity;(iii) provide any public endorsement of, or otherwise lend Executive's name for use by, any person or entity engaged in any Competing Activities; or(iv) engage in work that would inherently call on him in the fulfillment of his duties and responsibilities to reveal, rely upon, or otherwise use anyConfidential Information or Secret Information.(b) For purposes of this Agreement:(i) The term "Restricted Territory" means Executive's geographic area of responsibility at Nucor which Executive acknowledges extends to the fullscope of Nucor operations throughout the world. "Restricted Territory" therefore consists of the following alternatives reasonably necessary to protectNucor's legitimate business interests:(A) Asia, Australia, Western Europe, Eastern Europe (including Russia), the Middle East, South America, Central America and North America,where Executive acknowledges Nucor engages in the Business, but if such territory is deemed overbroad by a court of law, then(B) The United States, Canada, Mexico, Guatemala, Honduras, the Dominican Republic, Costa Rica, Colombia, Argentina and Brazil, whereExecutive acknowledges Nucor engages in the Business, but if such territory is deemed overbroad by a court of law, then;

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(C) The United States, Canada and Mexico, where Executive acknowledges Nucor engages in the Business, but if such territory is deemed overbroadby a court of law, then;(D) The contiguous United States, where Executive acknowledges Nucor engages in the Business, but if such territory is deemed overbroad by acourt of law, then;(E) Any state in the United States located within a three hundred (300) mile radius of a Nucor plant or facility that engages in any aspect of theBusiness, but if such territory is deemed overbroad by a court of law, then;(F) Any state in the United States where a Customer or Supplier or Prospective Customer or Supplier is located.(ii) The term "Customer or Supplier" means the following alternatives:(A) any and all customers or suppliers of Nucor with whom Nucor is doing business at the time of Executive's termination of employment withNucor, but if such definition is deemed overbroad by a court of law, then;(B) any customer or supplier of Nucor with whom Executive or Executive's direct reports had significant contact or with whom Executive orExecutive's direct reports directly dealt on behalf of Nucor at the time of Executive's last date of full time employment with Nucor, but if suchdefinition is deemed overbroad by a court of law, then;(C) any customer or supplier of Nucor with whom Executive had significant contact or with whom Executive directly dealt on behalf of Nucor at thetime of Executive's last date of full time employment with Nucor but if such definition is deemed overbroad by a court of law, then;(D) any customer or supplier of Nucor about whom Executive had obtained Secret Information or Confidential Information by virtue of hisemployment with Nucor and with whom Executive had significant contact or with whom Executive directly dealt on behalf of Nucor at the time ofExecutive's last date of full time employment;Provided, however, that the term "Customer or Supplier" shall not include any business or entity that no longer does business with Nucor without anydirect or indirect interference by Executive or violation of this Agreement by Executive, and that ceased doing business with Nucor prior to any director indirect communication or contact by Executive.(iii) The term "Prospective Customer or Supplier" means any person or entity who does not currently or has not yet purchased the products orservices of Nucor or from whom Nucor does not currently or has not yet purchased products or services, but who, at the time of Executive's last dateof full- time employment with Nucor has been targeted

6

by Nucor as a potential user of the products or services of Nucor or supplier of products or services to Nucor, and whom Executive or his directreports participated in the solicitation of or on behalf of Nucor.(iv) The term "solicit" means to initiate contact for the purpose of promoting, marketing, or selling products or services similar to those Nucor offeredduring the tenure of Executive's employment with Nucor or to accept business from Customers or Suppliers or Prospective Customers or Suppliers.(c) Executive specifically agrees that the post- termination obligations and restrictions in this Section 10 and in Sections 8, 9, 11, 12 and 13 will applyto Executive regardless of whether termination of employment is initiated by Nucor or Executive and regardless of the reason for termination ofExecutive's employment. Further, Executive acknowledges and agrees that Nucor' s payment of the compensation described in Section 3 is intendedto compensate Executive for the limitations on Executive's competitive activities described in this Section 10 and Sections 11 and 12 for theRestrictive Period regardless of the reason for termination. Thus, for example, in the event that Nucor terminates Executive's employment withoutcause, Executive expressly agrees that the obligations and restrictions in this Section 10 and Sections 8, 9, 11, 12 and 13 will apply to Executivenotwithstanding the reasons or motivations of Nucor in terminating Executive's employment.11. Nonsolicitation. Executive hereby agrees that for the duration of Executive's employment with Nucor, and for the Restrictive Period, Executivewill NOT, within the Restricted Territory, do any of the following:(a) solicit, contact, or attempt to influence any Customer or Supplier to limit, curtail, cancel, or terminate any business it transacts with, or products itreceives from or provides to Nucor;(b) solicit, contact, or attempt to influence any Prospective Customer or Supplier to terminate any business negotiations it is having with Nucor, or tootherwise not do business with Nucor;(c) solicit, contact, or attempt to influence any Customer or Supplier to purchase products or services from an entity other than Nucor or to provideproducts or services to an entity other than Nucor, which are the same or substantially similar to, or otherwise in competition with, those offered tothe Customer or Supplier by Nucor or those offered to Nucor by the Customer or Supplier; or(d) solicit, contact, or attempt to influence any Prospective Customer or Supplier to purchase products or services from an entity other than Nucor orto provide products or services to an entity other than Nucor, which are the same or substantially similar to, or otherwise in competition with, thoseoffered to the Prospective Customer or Supplier by Nucor or those offered to Nucor by the Prospective Customer or Supplier.12. Antipiracy.(a) Executive agrees for the duration of the Restrictive Period, Executive will not, directly or indirectly, encourage, contact, or attempt to induce anyemployees of Nucor (i) with whom Executive had regular contact with at the time of Executive's last date of full time employment with Nucor, and(ii) who are employed by Nucor at the time of the encouragement, contact or attempted inducement, to end their employment relationship withNucor.

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(b) Executive further agrees for the duration of the Restrictive Period not to hire for any reason any employees described in Section 12(a) of thisAgreement.13. Assignment of Intellectual Property Rights.(a) Executive hereby assigns to Nucor Executive's entire right, title and interest, including copyrights and patents, in any idea, invention, design of auseful article (whether the design is ornamental or otherwise), and any other work of authorship (collectively the "Developments"), made orconceived solely or jointly by Executive at any time during Executive's employment by Nucor (whether prior or subsequent to the execution of thisAgreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other formsof protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive's employment with Nucor;(ii) relate to Nucor's actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor'sbehalf.(b) The assignment requirement in Section 13(a) shall not apply to an invention that Executive developed entirely on his own time without usingNucor's equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor's businessor actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor.(c) In connection with any of the Developments assigned pursuant to Section 13(a): (i) Executive will promptly disclose them to Nucor'smanagement; and (ii) Executive will, on Nucor's request, promptly execute a specific assignment of title to Nucor or its designee, and do anythingelse reasonably necessary to enable Nucor or its designee to secure a patent, copyright, or other form of protection therefore in the United States andin any other applicable country.(d) Nothing in this Section 13 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.14. Severability. It is the intention of the parties to restrict the activities of Executive only to the extent reasonably necessary for the protection ofNucor's legitimate interests. The parties specifically covenant and agree that should any of the provisions in this Agreement be deemed by a court ofcompetent jurisdiction too broad for the protection of Nucor's legitimate interests, the parties authorize the court to narrow, limit or modify therestrictions herein to the extent reasonably necessary to accomplish such purpose. In the event such limiting construction is impossible, such invalidor unenforceable provision shall be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force andeffect.15. Enforcement. Executive understands and agrees that any breach or threatened breach by Executive of any of the provisions of Sections 8 through13 of this Agreement shall be considered a material breach of this Agreement, and in the event of such a breach or threatened breach of thisAgreement, Nucor shall be entitled to pursue any and all of its remedies under law or in equity arising out of such breach. If Nucor pursues either atemporary restraining order or temporary injunctive relief, then Executive agrees to expedited discovery with respect thereto and waives anyrequirement that Nucor post a bond. Executive further agrees that in the event of his breach of any of the provisions of Sections 8 through 13 of thisAgreement, unless otherwise prohibited by law:(a) Nucor shall be entitled to (i) cancel any unexercised stock options granted under any senior officer equity incentive compensation plan from andafter the Effective Date (the "Post- Agreement Date Option Grants"), (ii) cease payment of any Monthly Amounts otherwise due hereunder, (iii) seekother appropriate relief, including, without limitation, repayment by Executive of any (A) Monthly Amounts already paid hereunder and (B) benefitsalready paid under any severance or similar benefit plans; and

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(b) Executive shall (i) forfeit any (A) unexercised Post- Agreement Date Option Grants and (B) any shares of restricted stock or restricted stock unitsgranted under any senior officer equity incentive compensation plan that vested during the six (6) month period immediately preceding Executive'stermination of employment (the "Vested Stock") and (ii) forfeit and immediately return upon demand by Nucor any profit realized by Executive fromthe exercise of any Post- Agreement Date Option Grants or sale or exchange of any Vested Stock during the six (6) month period precedingExecutive's breach of any of the provisions of Sections 8 through 13 of this Agreement.Executive agrees that any breach or threatened breach of any of the provisions of Sections 8 through 13 will cause Nucor irreparable harm whichcannot be remedied through monetary damages and the alternative relief set forth in Sections 15(a) and (b) shall not be considered an adequateremedy for the harm Nucor would incur. Executive further agrees that such remedies in Sections 15(a) and (b) will not preclude injunctive relief.If Executive breaches or threatens to breach any of the provisions of Sections 10, 11 or 12 of this Agreement and Nucor obtains an injunction,preliminary or otherwise, ordering Executive to adhere to the restrictive period required by the applicable paragraph, then the applicable restrictiveperiod will be extended by the number of days that have elapsed from the date of Executive's termination until the time the injunction is granted.Executive further agrees, unless otherwise prohibited by law, to pay Nucor's attorneys' fees and costs incurred in successfully enforcing its rightspursuant to this Section 15, or in defending against any action brought by Executive or on Executive's behalf in violation of or under this Section 15in which Nucor prevails. Executive agrees that Nucor's actions pursuant to this Section 15, including, without limitation, filing a legal action, arepermissible and are not and will not be considered by Executive to be retaliatory. Executive further represents and acknowledges that in the event ofthe termination of Executive's employment for any reason, Executive's experience and capabilities are such that Executive can obtain employmentand that enforcement of this Agreement by way of injunction will not prevent Executive from earning a livelihood.16. Reasonableness of Restrictions. Executive has carefully considered the nature and extent of the restrictions upon him and the rights and remediesconferred upon Nucor under Sections 8, 9, 10, 11, 12, 13 and 15 and hereby acknowledges and agrees that the same are reasonable in time andterritory, are designed to eliminate competition which would otherwise be unfair to Nucor, do not interfere with Executive's exercise of his inherentskill and experience, are reasonably required to protect the legitimate interests of Nucor, and do not confer a benefit upon Nucor disproportionate tothe detriment to Executive. Executive certifies that he has had the opportunity to discuss this Agreement with such legal advisors as he chooses andthat he understands its provisions and has entered into this Agreement freely and voluntarily.17. Applicable Law. Executive acknowledges and agrees that during the course of his employment with Nucor he has had regular contact with andtaken direction from the Chief Executive Officer and/or the Chief Operating Officer of Nucor Corporation in North Carolina, regularly attends

9

Board meetings in North Carolina, regularly visits North Carolina as part of his employment, and directly or indirectly receives compensation andbenefits from Nucor's headquarters in North Carolina. Accordingly, this Agreement is made in, and shall be interpreted, construed and governedaccording to the laws of, the State of North Carolina, regardless of choice of law principles of any jurisdiction to the contrary. Each party, forthemselves and their successors and assigns, hereby irrevocably (a) consents to the exclusive jurisdiction of the North Carolina State courts located inMecklenburg County, North Carolina and (b) waives any objection to any such action based on venue or forum non conveniens. Further, Executivehereby irrevocably consents to the jurisdiction of any court or similar body within the Restricted Territory for enforcement of any judgment entered ina court or similar body pursuant to this Agreement. This Agreement is intended, among other things, to supplement the provisions of the NorthCarolina Trade Secrets Protection Act, as amended from time to time, and the duties Executive owes to Nucor under the common law, including, butnot limited to, the duty of loyalty.18. Executive to Return Property. Executive agrees that upon (a) the termination of Executive's employment with Nucor and within three (3) businessdays thereof, whether by Executive or Nucor for any reason (with or without cause), or (b) the written request of Nucor, Executive (or in the event ofthe death or disability of Executive, Executive's heirs, successors, assigns and legal representatives) shall return to Nucor any and all property ofNucor regardless of the medium in which such property is stored or kept, including but not limited to all Secret Information, ConfidentialInformation, notes, data, tapes, computers, lists, customer lists, names of customers, reference items, phones, documents, sketches, drawings,software, product samples, rolodex cards, forms, manuals, keys, pass or access cards and equipment, without retaining any copies or summaries ofsuch property. Executive further agrees that to the extent Secret Information or Confidential Information are in electronic format and in Executive'spossession, custody or control, Executive will provide all such copies to Nucor and will not keep copies in such format but, upon Nucor's request,will confirm the permanent deletion or other destruction thereof.19. Entire Agreement; Amendments. This Agreement discharges and cancels all previous agreements regarding Executive's employment with Nucor,including without limitation that certain Executive Agreement by and between The David J. Joseph Company and Executive dated as of February 6,2008, and constitutes the entire agreement between the parties with regard to the subject matter hereof. No agreements, representations, or statementsof any party not contained herein shall be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreementshall be valid unless in writing and signed by both parties.20. Assignability. This Agreement and the rights and duties created hereunder shall not be assignable or delegable by Executive. Nucor may, at itsoption and without consent of Executive, assign its rights and duties hereunder to any successor entity or transferee of Nucor Corporation's assets.21. Binding Effect. This Agreement shall be binding upon and inure to the benefit of Nucor and Executive and their respective successors, assigns,heirs and legal representatives.22. No Waiver. No failure or delay by any party to this Agreement to enforce any right specified in this Agreement will operate as a waiver of suchright, nor will any single or partial exercise of a right preclude any further or later enforcement of the right within the period of the applicable statuteof limitations. No waiver of any provision hereof shall be effective unless such waiver is set forth in a written instrument executed by the partywaiving compliance.23. Cooperation. Executive agrees that both during and after his employment, he shall, at Nucor's request, render all assistance and perform all lawfulacts that Nucor considers necessary or advisable in connection with any litigation involving Nucor or any of its directors, officers, employees,

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shareholders, agents, representatives, consultants, clients, customers or vendors. Executive understands and agrees that Nucor will reimburse him forany reasonable documented expense he incurs related to this cooperation and assistance, but will not be obligated to pay him any additional amounts.24. Compliance with Code Section 409A. Notwithstanding anything in this Agreement to the contrary, if (a) Executive is a "specified employee"under Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986 (the "Code") as of the date of his separation from service and (b) any amount orbenefit that Nucor determines would constitute non- exempt "deferred compensation" for purposes of Section 409A of the Code would otherwise bepayable or distributable under this Agreement by reason of Executive's separation from service, then to the extent necessary to comply with CodeSection 409A: (i) if the payment or distribution is payable in a lump sum, Executive's right to receive payment or distribution of such non- exemptdeferred compensation will be delayed until the earlier of Executive's death or the seventh month following Executive's separation from service, and(ii) if the payment, distribution or benefit is payable or provided over time, the amount of such non- exempt deferred compensation or benefit thatwould otherwise be payable or provided during the six (6) month period immediately following Executive's separation from service will beaccumulated, and Executive's right to receive payment or distribution of such accumulated amount or benefit will be delayed until the earlier ofExecutive's death or the seventh month following Executive's separation from service and paid or provided on the earlier of such dates, withoutinterest, and the normal payment or distribution schedule for any remaining payments, distributions or benefits will commence.For purposes of this Agreement, the term "separation from service" shall be defined as provided in Code Section 409A and applicable regulations,and Executive shall be a "specified employee" during the twelve (12) month period beginning April 1 each year if Executive met the requirements ofSection 416(i)(1)(A)(i), (ii) or (iii) of the Code (applied in accordance with the regulations thereunder and disregarding Section 416(i)(5) of the Code)at any time during the twelve (12) month period ending on the December 31 immediately preceding his separation from service.

[Signatures Appear on Following Page]

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IN WITNESS WHEREOF, Executive and Nucor Corporation have executed this Agreement on the dates specified below.

EXECUTIVE

/s/ Keith B. GrassKeith B. GrassDate: December 20, 2011

NUCOR CORPORATION

By: /s/ John J. FerriolaIts: President and Chief

Operating OfficerDate: December 30, 2011

Exhibit 12Nucor Corporation2011 Form 10- K

Computation of Ratio of Earnings to Fixed Charges

Year- ended December 31,2007 2008 2009 2010 2011

(In thousands, except ratios)EarningsEarnings/(loss) beforeincome taxes andnoncontrolling interests $ 2,546,816 $ 3,104,391 $ (413,978) $ 267,115 $ 1,251,812Plus/(Less):losses/(earnings) fromequity investments 24,618 36,920 82,341 32,082 10,043

Plus: fixed charges(includes interestexpense andamortization of bondissuance costs andsettled swaps andestimated interest onrent expense) 55,381 146,360 168,317 163,626 183,541

Plus: amortization ofcapitalized interest 216 300 962 2,332 2,724

Plus: distributedincome of equityinvestees 8,072 20,117 7,373 4,923 3,883

Less: interestcapitalized (3,700) (10,020) (16,390) (940) (3,509)

Less: pre- tax earningsin noncontrollinginterests in subsidiariesthat have not incurredfixed charges (293,604) (314,277) (57,865) (73,110) (83,591)

Total earnings/(loss)before fixed charges $ 2,337,799 $ 2,983,791 $ (229,240) $ 396,028 $ 1,364,903

Fixed chargesInterest cost andamortization of bondissuance and settledswaps $ 55,052 $ 144,845 $ 166,313 $ 162,213 $ 182,321

Estimated interest onrent expense 329 1,515 2,004 1,413 1,220

Total fixed charges $ 55,381 $ 146,360 $ 168,317 $ 163,626 $ 183,541

Ratio of earnings tofixed charges 42.21 20.39 * 2.42 7.44

* Earnings for the year ended December 31, 2009 were inadequate to cover fixed charges. The coverage deficiency was $397,557.

Exhibit 13

2 FINANCIAL HIGHLIGHTS

FINANCIAL

HIGHLIGHTS (dollar and share amounts in thousands, except per share data)

2011 2010 % CHANGE FOR THE YEAR

Net sales $20,023,564 $15,844,627 26%

Earnings:

Earnings beforeincome taxes andnoncontrollinginterests 1,251,812 267,115 369%

Provision forincome taxes 390,828 60,792 543%

Net earnings 860,984 206,323 317%

Earningsattributable tononcontrollinginterests 82,796 72,231 15%

Net earningsattributable toNucor stockholders 778,188 134,092 480%

Per share:

Basic 2.45 0.42 483%

Diluted 2.45 0.42 483%

Dividendsdeclared per share 1.4525 1.4425 1%

Percentage of netearnings to netsales 3.9% 0.8%

Return on averagestockholders' equity 10.7% 1.8%

Capitalexpenditures 450,627 345,294 31%

Depreciation 522,571 512,147 2%

Acquisitions (netof cash acquired) 3,959 64,788 - 94%

Sales peremployee 974 777 25% AT YEAR END

Working capital $4,312,022 $4,356,737 - 1%3,755,604 3,852,118 - 3%

Property, plantand equipment, net

Long- term debt(including currentmaturities) 4,280,200 4,280,200 -

Total Nucorstockholders' equity 7,474,885 7,120,070 5%

Per share 23.60 22.55 5%

Sharesoutstanding 316,749 315,791 -

Employees 20,800 20,500 1%FORWARD- LOOKING STATEMENTS Certain statements made in this annual report are forward- looking statements that involve risks anduncertainties. The words "believe," "expect," "project," "will," "should" and similar expressions are intended to identify those forward- looking statements.These forward- looking statements reflect the Company's best judgment based on current information, and although we base these statements oncircumstances that we believe to be reasonable when made, there can be no assurance that future events will not affect the accuracy of such forward-looking information. As such, the forward- looking statements are not guarantees of future performance, and actual results may vary materially from theprojected results and expectations discussed in this report. Factors that might cause the Company's actual results to differ materially from thoseanticipated in forward- looking statements include, but are not limited to: (1) the sensitivity of the results of our operations to prevailing steel prices andchanges in the supply and cost of raw materials, including pig iron, iron ore and scrap steel; (2) availability and cost of electricity and natural gas;(3) market demand for steel products, which, in the case of many of our products, is driven by the level of nonresidential construction activity in the U.S.;(4) competitive pressure on sales and pricing, including pressure from imports and substitute materials; (5) impairment in the recorded value of goodwill,equity investments, inventory, fixed assets or other long- lived assets; (6) uncertainties surrounding the global economy, including the severe economicdownturn in construction markets and excess world capacity for steel production; (7) fluctuations in currency conversion rates; (8) U.S. and foreign tradepolicies affecting steel imports or exports; (9) significant changes in laws or government regulations affecting environmental compliance, includinglegislation and regulations that result in greater regulation of greenhouse gas emissions, which could increase our energy costs and our capitalexpenditures and operating costs; (10) the cyclical nature of the steel industry; (11) capital investments and their impact on our performance; and(12) our safety performance.

2 0 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEWMACROECONOMIC CONDITIONSThe sluggish pace of the economic recovery since the worst national recession the United States has experienced in decades continuesto adversely affect our business. Although the U.S. economy has grown since the second half of 2009, the unemployment rate remainshigh due to the loss of millions of jobs during the recession and the slow pace of the recovery. In some sectors of the economy,particularly housing and nonresidential construction, the recovery has been minimal at best. Employment is not expected to regain thepeak reached during the most recent economic cycle for several more years. Until a stronger job recovery takes hold, it is also expectedthat consumer confidence and spending will be inconsistent, indirectly negatively affecting demand for our products. In 2011, theeconomy - particularly the manufacturing and automotive sectors - was negatively impacted by the devastating Japanese earthquakeand tsunami that occurred in March. Uncertainties in Europe's financial sector and the potential impact on banks in other regions of theworld will continue to weigh on global and domestic growth in 2012. We believe our net sales and financial results will be stronger in2012 than in 2011, but they will continue to be adversely affected by these general economic factors as well as by the conditionsspecific to the steel industry that are described below.CONDITIONS IN THE STEEL INDUSTRYThe steel industry has always been cyclical in nature, but North American producers of steel and steel products have been and arecontinuing to face some of the most challenging market conditions they have experienced in decades. The average capacity utilizationrate of U.S. steel mills was at a historically unprecedented low of 52% in 2009. Since then, the average capacity utilization rateimproved to 70% in 2010 and 75% in 2011. These rates, though improved, still compare unfavorably to capacity utilization rates of 81%and 87% in 2008 and 2007, respectively. As domestic demand for steel and steel products is expected to improve only slowly in 2012, itis unlikely that average capacity utilization rates will increase significantly in 2012. The average utilization rates of all operating facilitiesin our steel mills, steel products and raw materials segments were approximately 74%, 57% and 70%, respectively, in 2011, comparedwith 70%, 54% and 69% respectively, in 2010.The steel industry has also historically been characterized by overcapacity and intense competition for sales among producers. Thisaspect of the industry remains true today despite the bankruptcies of numerous domestic steel companies and ongoing global steelindustry consolidation. The rapid and extraordinary increase in China's total production of steel in the last decade has only compoundedthese characteristics of the steel industry. China is both the world's largest producer and exporter of steel, and production thereincreased in 2011 compared to 2010 at a higher rate than the increase in steel production by the United States and most other steel-producing countries.As imports of steel increase competition in the domestic market, the financial crisis in the Eurozone could intensify competition inEurope, which is the largest market for total U.S. exports. A stronger dollar against the euro will make prices for goods imported fromthe United States more expensive in Europe.OUR CHALLENGES AND RISKS

Sales of many of our products are dependent upon capital spending in the nonresidential construction markets in the United States, notonly in the industrial and commercial sectors, but also including capital spending on infrastructure that is publicly funded such as roads,bridges, schools, prisons and hospitals. Unlike recoveries from past recessions, the recovery from the recession of 2008- 2009 has notincluded a strong recovery in the severely depressed nonresidential construction market. In fact, capital spending on nonresidentialconstruction projects continues to show little, if any, strength, posing a significant challenge to our business. We do not expect to seestrong growth in our net sales until we see a sustained increase in capital spending on these types of construction projects.Artificially cheap exports by some of our major foreign competitors to the United States and elsewhere reduce our net sales andadversely impact our financial results. Direct imports of finished steel mill products in 2011 accounted for a 22% share of the U.S.market despite significant unused domestic steelmaking capacity. Aggressive enforcement of trade rules by the World TradeOrganization (WTO) to limit unfairly traded imports remains uncertain, although it is critical to our ability to remain competitive. We havebeen encouraged by recent actions the United States government has taken before the WTO to challenge some of China's tradepractices as violating world trade rules, and we continue to believe that assertive enforcement of world trade rules must be one of thehighest priorities of the United States government.A major uncertainty we continue to face in our business is the price of our principal raw material, ferrous scrap, which is volatile andoften increases rapidly in response to changes in domestic demand, unanticipated events that decrease the flow of scrap into scrapyards, and increased foreign demand for scrap. Increasing our prices for the products we sell quickly enough to offset increases in theprices we pay for ferrous scrap is challenging but critical to maintaining our profitability. We attempt to manage this risk via a

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raw material surcharge mechanism, which our customers understand is a necessary response by us to the market forces of supply anddemand for our raw materials. The surcharge mechanism functions to offset changes in prices of our raw materials and is based uponwidely available market indices for prices of scrap and other raw materials. We monitor changes in those indices closely and makeadjustments as needed, generally on a monthly basis, to our surcharges and sometimes directly to the selling prices for our products.The surcharges are determined from a base scrap price and can differ by product. To help mitigate the scrap price risk, we also aim tomanage scrap inventory levels at the steel mills to match the anticipated demand over the next several weeks for various steelproducts. Certain scrap substitutes, including pig iron, have longer lead times for delivery than scrap. Our raw material surchargemechanism works best when demand for the affected products ranges from stable to strong. Then, we are generally able to passthrough relatively quickly the increased costs of ferrous scrap and scrap substitutes and protect our gross margins from significanterosion. The surcharge mechanism can be less effective when the demand for our products is weak.Although the majority of our steel sales are to spot market customers who place their orders each month based on their business needsand our pricing competitiveness compared to both domestic and global producers and trading companies, we also sell contract tons,primarily in our sheet operations. Approximately 50% of our sheet sales were to contract customers in 2011 (40% and 30% in 2010 and2009, respectively), with the balance in the spot market at the prevailing prices at the time of sale. Steel contract sales outside of oursheet operations are not significant. The amount of tons sold to contract customers depends on the overall market conditions at thetime, how the end- use customers see the market moving forward, and the strategy that Nucor management believes is appropriate tothe upcoming period. Nucor management considerations include maintaining an appropriate balance of spot and contract tons based onmarket projections and appropriately supporting our diversified customer base. The percentage of tons that is placed under contractalso depends on the overall market dynamics and customer negotiations. In years of strengthening demand, we typically see anincrease in the percentage of sheet sales sold under contract as our customers have an expectation that transaction prices will rapidlyrise and available capacity will quickly be sold out. To mitigate this risk, customers prefer to enter into contracts in order to obtaincommitted volumes of supply from the mills. Our contracts include a method of adjusting prices on a periodic basis to reflect changes inthe market pricing for steel and/or scrap. Market indices for steel generally trend with scrap pricing changes. Since the selling priceadjustments are not immediate, however, there will always be a timing difference between changes in the prices we pay for rawmaterials and the adjustments we make to our contract selling prices. Generally, in periods of increasing scrap prices, we experience ashort- term margin contraction on contract tons. Conversely, in periods of decreasing scrap prices, we typically experience a short- termmargin expansion. Contract sales typically have terms ranging from six to twelve months.Another significant uncertainty we face is the cost of energy. The availability and prices of electricity and natural gas are influencedtoday by many factors including changes in supply and demand, advances in drilling technology and, increasingly, by changes in publicpolicy relating to energy production and use. Proposed regulation of greenhouse gas emissions from new and refurbished power plantscould increase our cost of electricity in future years, particularly if they are adopted in a form that requires deep reductions ingreenhouse gas emissions. Adopting these regulations in an onerous form could lead to foreign producers that are not affected by themgaining a competitive advantage over us. We are monitoring these regulatory developments closely and will seek to educate publicpolicy makers during the adoption process about their potential impact on our business.OUR STRENGTHS AND OPPORTUNITIESWe are North America's most diversified steel producer. As a result, our short- term performance is not tied to any one market. The piechart below shows the diversity of our product mix by total tons sold to outside customers in 2011.

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Our highly variable cost structure, combined with our financial strength and liquidity, has allowed us to succeed in cyclical severelydepressed steel industry market conditions in the past. In such times, our incentive- based pay system reduces our payroll costs, bothhourly and salary, which helps to offset lower selling prices. Our pay- for- performance system that is closely tied to our levels ofproduction also allows us to keep our work force intact and to continue operating our facilities when some of our competitors withgreater fixed costs are forced to shut down some of their facilities. Because we use electric arc furnaces to produce our steel, we caneasily vary our production levels to match short- term changes in demand, unlike our integrated competitors. We believe thesestrengths have given us opportunities to gain market share during such times.EVALUATING OUR OPERATING PERFORMANCEWe report our results of operations in three segments: steel mills, steel products and raw materials. Most of the steel we produce in ourmills is sold to outside customers, but a significant percentage is used internally.We begin measuring our performance by comparing our net sales, both in total and by individual segment, during a reporting period toour net sales in the corresponding period in the prior year. In doing so, we focus on changes in and the reasons for such changes in thetwo key variables that have the greatest influence on our net sales, average sales price per ton and total tons shipped to outsidecustomers.We also focus on both dollar and percentage changes in gross margins, which are key drivers of our profitability, and the reasons forsuch changes. There are many factors from period to period that can affect our gross margins. One consistent area of focus for us ischanges in "metal margins," which is the difference between the selling price of steel and the cost of scrap and scrap substitutes.Increases in the cost of scrap and scrap substitutes that are not offset by increases in the selling price of steel can quickly compress ourmargins and reduce our profitability.Another factor affecting our gross margins in any given period is the application of the LIFO method of accounting to a substantialportion of our inventory (47% of total inventories as of December 31, 2011). LIFO charges or credits for interim periods are based onmanagement's interim period- end estimates, after considering current and anticipated market conditions, of both inventory costs andquantities at fiscal year end. The actual year end amounts of inventory costs and/or quantities may differ significantly from theseestimated interim amounts. Annual LIFO charges or credits are largely based on the relative changes in cost and quantities year overyear, primarily with raw material inventory in the steel mills segment.Because we are such a large user of energy, material changes in energy costs per ton can also significantly affect our gross margins.Lower energy costs per ton increase our gross margins. Generally, our energy costs per ton are lower when the average utilizationrates of all operating facilities in our steel mills segment are higher.Changes in marketing, administrative and other expenses, particularly freight and profit sharing costs, can also have a material effect onour results of operations for a reporting period. Profit sharing costs vary significantly from period to period as they are based uponchanges in our pre- tax earnings and are a reflection of our pay- for- performance system that is closely tied to our levels of production.EVALUATING OUR FINANCIAL CONDITIONWe evaluate our financial condition each reporting period by focusing primarily on cash provided by operating activities, our currentratio, the turnover rate of our accounts receivable and inventories, the amount and reasons for changes in cash used in investingactivities, the amount and reasons for changes in cash provided by financing activities and our cash and cash equivalents and short-term investments position at period end. Our conservative financial practices have served us well in the past and are serving us welltoday. As a result, our financial position remains strong despite the negative effects on our business of the current downturn in theeconomic cycle.

COMPARISON OF 2011 TO 2010RESULTS OF OPERATIONSNET SALESNet sales to external customers by segment for 2011 and 2010 were as follows:

(in thousands)Year EndedDecember 31, 2011 2010 % Change

Steel mills $ 13,960,245 $ 10,860,760 29% Steel products 3,431,490 2,831,209 21% Raw materials 2,128,391 1,814,329 17% All other 503,438 338,329 49%

Total net sales toexternal customers $ 20,023,564 $ 15,844,627 26%

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Net sales for 2011 increased 26% from the prior year. The average sales price per ton increased 21% from $720 in 2010 to $869 in2011, while total tons shipped to outside customers increased 5%. The average sales price per ton of $850 in the fourth quarter of 2011decreased 6% from $908 in the third quarter of 2011 due to lower average sales price per ton in our steel mills.

In the steel mills segment, production and sales tons were as follows:

(in thousands)Year EndedDecember 31, 2011 2010 % Change

Steel production 19,561 18,258 7%

Outside steelshipments 16,796 15,821 6% Inside steel shipments 3,329 2,752 21% Total steel shipments 20,125 18,573 8%

Net sales to external customers in the steel mills segment increased 29% due to a 6% increase in tons sold to outside customers and a21% increase in the average sales price per ton from $689 in 2010 to $832 in 2011. Total production levels at the steel mills increased7% due to an increase in outside shipments as well as an increase of more than 500,000 tons supplied to other Nucor businesses.While average selling prices increased from the prior year, the average sales price per ton declined during the last three quarters of2011. The average sales price per ton in the fourth quarter of 2011 was $806, a decrease of 10% from $891 in the second quarter of2011. The most significant decreases in average selling prices were for our sheet and plate products, which were impacted byincreased domestic capacity and imports in the second half of the year. The erosion in the selling prices of our sheet and plate productshas been cushioned by greater stability in the selling prices of our other steel mill products. Residential and nonresidential constructionmarkets continue to suffer from recessionary levels of demand and have shown only small improvement. Markets such as automotive,energy, heavy equipment and general manufacturing have continued to experience improvement in demand.

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Tonnage data for the steel products segment is as follows:

(in thousands)Year EndedDecember 31, 2011 2010 % Change

Joist production 288 276 4% Deck sales 312 306 2% Cold finished sales 494 462 7% Fabricated concretereinforcing steel sales 1,074 981 9%

Net sales to external customers in the steel products segment increased 21% over 2010 due to a 7% increase in tons sold to outsidecustomers and a 13% increase in the average sales price per ton from $1,194 to $1,355. While pricing of joists, deck, cold finished barproducts, and rebar fabricated products improved over the prior year, sales in the steel products segment remain depressed due to thelow levels of demand in the nonresidential construction market. Net sales to external customers decreased 10% in the fourth quarter of2011 from the third quarter because of typical seasonality in the nonresidential construction market.Though volumes have decreased each quarter in 2011, average sales prices of cold finished bar products were 7% higher in the fourthquarter of 2011 compared to the first quarter. Sales of cold finished bar products contributed most significantly to the year- over- yearincreases in volumes and prices due to improved demand in heavy equipment and transportation markets.Sales for the raw materials segment increased 17% over 2010 primarily due to increased prices. Approximately 86% of outside sales inthe raw materials segment in 2011 were from brokerage operations of DJJ and approximately 13% of the outside sales were from thescrap processing facilities (88% and 12%, respectively, in 2010).The "All other" category includes Nucor's steel trading businesses. The year- over- year increases in sales are due to increases in bothvolume and price.GROSS MARGINIn 2011, Nucor recorded gross margins of $1.95 billion (10%) compared with $843.7 million (5%) in 2010. The year- over- year dollarand percentage gross margin increases were primarily the result of the 21% increase in the average sales price per ton and the 5%increase in tons shipped to outside customers. Additionally, gross margins were impacted by the following factors:

In the steel mills segment, while the average scrap and scrap substitute cost per ton used increased 25% from $351 in 2010 to$439 in 2011, metal margins for the full year 2011 also increased and were at their highest level since 2008. This metal marginexpansion was consistent with our historical experience of rising scrap prices leading, after a short lag, to higher metal margins.

While scrap costs and metal marginsincreased year over year, a decreasein scrap costs at the beginning of thefourth quarter was accompanied by adecrease in metal margins. Thisdeclining trend in steel marginsappears to have bottomed outoverall, as December was our mostprofitable month in the fourth quarter.The trend is more positive at the barmills and beam mills, where marginsper ton improved in the fourth quartercompared with the third quarter of2011. Margins at our plate and sheetmills continued to be impacted byhigher import levels that began in thesecond quarter of 2011 and newdomestic sheet mill supply. Sellingprices have recently trended up forboth our plate and sheet steel millswhile scrap prices have been flat toslightly down.

Scrap prices are driven by changesin global supply and demand. Whilemonthly scrap prices remainedvolatile in 2011, the quarterly

average cost was less volatile andremained at higher levels than in2010. In 2012, we expect quarterlyscrap prices and the level of volatilityto be more consistent with thatexperienced in 2011.

Nucor's gross margins aresignificantly impacted by theapplication of the LIFO method ofaccounting. LIFO charges or creditsare largely based on the relativechanges in cost and quantities yearover year, primarily within rawmaterial inventory in the steel millssegment. The average scrap andscrap substitute cost per ton inending inventory within our steel millssegment at December 31, 2011increased 12% as compared withDecember 31, 2010, while quantitiesincluded in ending inventory alsoincreased. As a result of thesefactors, Nucor incurred a LIFOcharge of

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$142.8 million in 2011 (a LIFO charge of $164.0 million in 2010). The increases in cost per ton and quantities were driven by increases in the demand for steel and the related rawmaterials.

Pre- operating and start- up costs of new facilities decreased to $97.1 million in 2011, compared with $174.8 million in 2010. The decrease in pre- operating and start- up costs wasdue to several projects coming out of start- up, including the SBQ mill in Memphis, Tennessee, the wire rod products mill in Kingman, Arizona, and the galvanizing line in Decatur,Alabama. Nucor defines pre- operating and start- up costs, all of which are expensed, as the losses attributable to facilities or major projects that are either under construction or in theearly stages of operation. Once these facilities or projects have attained a utilization rate that is consistent with our similar operating facilities, they are no longer considered by Nucorto be in start- up.

Total energy costs increased $1 per ton from 2010 to 2011 due primarily to higher electricity unit costs. Due to the efficiency of Nucor's steel mills, energy costs remained less than 6%of the sales dollar in 2011 and 2010.

Gross margins were impacted in the fourth quarter of 2011 by a non- cash gain of $29.0 million as a result of the correction of an actuarial calculation related to the medical plancovering certain eligible early retirees.

MARKETING, ADMINISTRATIVE AND OTHER EXPENSESTwo major components of marketing, administrative and other expenses are freight and profit sharing costs. Although freight costsincreased 3% over the prior year, unit freight costs increased only 1%. Higher fuel prices were partially offset by efficiencies created byincreased shipments. Profit sharing costs, which are based upon and fluctuate with pre- tax earnings, increased more than fivefold from2010 to 2011 due to the Company's increased profitability in 2011. In 2011, profit sharing costs consisted of $117.7 million ofcontributions, including the Company's matching contribution, made to the Company's Profit Sharing and Retirement Savings Plan forqualified employees ($22.1 million in 2010). Other bonus costs also fluctuate based on Nucor's achievement of certain financialperformance goals, including comparisons of Nucor's financial performance to peers in the steel industry and other companies. Stock-based compensation included in marketing, administrative and other expenses increased 56% to $24.7 million in 2011 compared with$15.8 million in 2010 and includes costs associated with vesting of stock awards granted in prior years.In 2011, marketing, administrative, and other expenses included a charge of $13.9 million for the impairment of a dust recycling project.In 2010, Nucor and its joint venture partners agreed to permanently close the HIsmelt plant in Kwinana, Western Australia. Nucor has a25% interest in the joint venture that will be terminated. Nucor recorded a pre- tax charge of $10.0 million in 2010 for our share of theestimated closure costs.EQUITY IN LOSSES OF UNCONSOLIDATED AFFILIATESNucor incurred equity method investment losses of $10.0 million and $32.1 million in 2011 and 2010, respectively. Included in equitymethod losses is amortization expense associated with the purchase of equity method investments. The decrease in the equity methodinvestment losses is primarily attributable to decreased losses incurred at the HIsmelt joint venture that was closed in late 2010 and toincreased earnings generated by NuMit LLC, of which Nucor acquired a 50% interest in the second quarter of 2010. The marketsserved by Duferdofin Nucor continue to be negatively affected by the global economic recession and lower- priced imports from foreignsteel producers receiving government subsidies. Equity in earnings of unconsolidated affiliates was $4.1 million in the fourth quarter of2011 compared with losses of $0.6 million in the fourth quarter of 2010 and $11.2 million in the third quarter of 2011. The increase inequity method earnings for the fourth quarter of 2011 is due to the reversal of a deferred tax asset valuation allowance of $7.1 millionrelated to the Duferdofin Nucor joint venture's Italian net operating loss carryforward. This valuation allowance was recorded in the thirdquarter of 2011 and reversed in the fourth quarter as a result of changes in Italian tax regulations in December 2011.INTEREST EXPENSE (INCOME)Net interest expense is detailed below:

(in thousands)Year Ended December 31, 2011 2010

Interest expense $178,812 $161,140Interest income (12,718) (8,047) Interest expense, net $166,094 $153,093

The 11% increase in gross interest expense over 2010 is attributable to a 29% increase in average debt outstanding, partially offset bya 14% decrease in the average interest rate. Gross interest income increased 58% due to a 76% increase in average investments,partially offset by a 16% decrease in the average interest rate earned on investments.

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EARNINGS BEFORE INCOME TAXES AND NONCONTROLLING INTERESTSEarnings before income taxes and noncontrolling interests by segment for 2011 and 2010 are as follows:

(in thousands)Year Ended December 31, 2011 2010

Steel mills $1,703,933 $778,946 Steel products (60,282) (173,433)Raw materials 150,029 106,317 All other 4,296 4,344 Corporate/eliminations (546,164) (449,059)Earnings before income taxes andnoncontrolling interests $1,251,812 $267,115

Earnings before income taxes and noncontrolling interests in the steel mills segment for 2011 more than doubled over 2010 because ofincreased utilization rates, increased sales prices and metal margins, decreased pre- operating and start- up costs and decreasedlosses from unconsolidated affiliates. Nucor benefited from our diversified product mix in 2011, in which our sheet, bar, plate and beammills all improved their profitability compared to 2010. Our plate and bar mills had the largest increases in profitability, while our sheetand beam mills also contributed solid profitability growth.Loss before income taxes and noncontrolling interests in the steel products segment in 2011 decreased from 2010. The strongestperformer in the steel products segment continues to be the cold finished business due to improved demand in the heavy equipmentand transportation markets. Our downstream fabricated construction products continued to operate in very depressed markets;however, we are seeing small but encouraging signs of improvement in our construction products business.The profitability of our raw materials segment, particularly DJJ, increased over 2010 as higher selling prices in the scrap market allowedfor margin enhancement.NONCONTROLLING INTERESTSNoncontrolling interests represent the income attributable to the minority interest partners of Nucor's joint ventures, primarily Nucor-Yamato Steel Company (NYS) and Barker Steel Company, Inc., of which Nucor owns 51% and 90%, respectively. The 15% increase inearnings attributable to noncontrolling interests was primarily attributable to the increased earnings of NYS, which were due toimprovements in the structural steel market. Under the NYS limited partnership agreement, the minimum amount of cash to bedistributed each year to the partners is the amount needed by each partner to pay applicable U.S. federal and state income taxes.PROVISION FOR INCOME TAXESThe effective tax rate in 2011 was 31.2% compared with 22.8% in 2010. The change in the rate between 2010 and 2011 was primarilydue to the changes in relative proportions of net earnings attributable to noncontrolling interests, state income tax benefit and foreigntax benefit to total pre- tax earnings. Nucor has concluded U.S. federal income tax matters for years through 2006. The 2008 through2011 tax years are open to examination by the Internal Revenue Service. The years 2004 and 2007 are open to the extent netoperating losses were carried back. The Canada Revenue Agency has completed an audit examination for the periods 2006 to 2008 forHarris Steel Group Inc. and subsidiaries with immaterial adjustments to the income tax returns. The tax years 2008 through 2011remain open to examination by other major taxing jurisdictions to which Nucor is subject (primarily Canada and other state and localjurisdictions).

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NET EARNINGS AND RETURN ON EQUITYNucor reported net earnings of $778.2 million, or $2.45 per diluted share, in 2011 compared to net earnings of $134.1 million, or $0.42per diluted share, in 2010. Net earnings attributable to Nucor stockholders as a percentage of net sales were 4% in 2011 and 1% in2010. Return on average stockholders' equity was 11% and 2% in 2011 and 2010, respectively.

COMPARISON OF 2010 TO 2009RESULTS OF OPERATIONSNET SALESNet sales to external customers by segment for 2010 and 2009 were as follows:

(in thousands)Year EndedDecember 31, 2010 2009 % Change

Steel mills $10,860,760 $7,159,512 52% Steel products 2,831,209 2,691,322 5% Raw materials 1,814,329 1,076,964 68% All other 338,329 262,498 29% Total net sales toexternal customers $15,844,627 $11,190,296 42%

Net sales for 2010 increased 42% from the prior year. The average sales price per ton increased 13% from $637 in 2009 to $720 in2010, while total tons shipped to outside customers increased 25%.In the steel mills segment, production and sales tons were as follows:

(in thousands)Year EndedDecember 31, 2010 2009 % Change

Steel production 18,258 13,998 30%

Outside steelshipments 15,821 12,075 31% Inside steel shipments 2,752 1,961 40% Total steel shipments 18,573 14,036 32%

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Net sales to external customers in the steel mills segment increased 52% due to a 31% increase in tons sold to outside customers anda 16% increase in the average sales price per ton from $593 in 2009 to $689 in 2010. Total production levels at the steel mills increased30% due to significant increases in outside shipments as well as in tons supplied to Nucor's downstream businesses.Tonnage data for the steel products segment was as follows:

(in thousands) Year EndedDecember 31, 2010 2009 % Change

Joist production 276 264 5% Deck sales 306 310 - 1% Cold finished sales 462 330 40% Fabricated concretereinforcing steel sales

981 954 3%

Net sales to external customers in the steel products segment increased 5% from 2009 due to a 12% increase in tons sold to outsidecustomers partially offset by a 5% decrease in the average sales price per ton from $1,263 to $1,194.Sales for the raw materials segment increased 68% from 2009 primarily due to increased prices. Approximately 88% of outside sales inthe raw materials segment in 2010 were from brokerage operations of DJJ and approximately 12% of the outside sales were from thescrap processing facilities (80% and 19%, respectively, in 2009).The "All other" category includes Nucor's steel trading businesses. The year- over- year increases in sales are due to increases in bothvolume and price.GROSS MARGINIn 2010, Nucor recorded gross margins of $843.7 million (5%) compared with $154.4 million (1%) in 2009. The year- over- year dollarand gross margin increases were the result of the 25% increase in total shipments to outside customers and the 13% increase inaverage selling price per ton. Additionally, gross margins were impacted by the following factors:

In the steel mills segment, the average scrap and scrap substitute cost per ton used increased 16% from $303 in 2009 to$351 in 2010; however, metal margin dollars also increased. The results of the first nine months of 2009 include asubstantially greater burden than 2010 from the accelerated consumption of high- cost pig iron inventories, primarily at oursheet mills. These inventories were purchased prior to the collapse of both the economy and scrap/pig iron pricing in thefourth quarter of 2008. The consumption of the high- cost pig iron inventories was completed by the close of the third quarterof 2009 but had a negative impact of approximately $420 million on the 2009 gross margin.

The average scrap and scrap substitute cost per ton in ending inventory within our steel mills segment at December 31, 2010increased 32% as compared with December 31, 2009. At December 31, 2010, the tons on hand of inventory held at locations thatvalue inventory using the LIFO method of accounting decreased from December 31, 2009, causing a liquidation of LIFO inventorylayers in 2010. However, the increases in costs that we experienced more than offset the reduction in tons, and the net result was aLIFO charge of $164.0 million in 2010 (a LIFO credit of $466.9 million in 2009). The increase in cost per ton was driven by increasesin the demand for steel and the related raw materials, while the decrease in tons on hand resulted from the Company's workingcapital management efforts.

Pre- operating and start- up costs of new facilities increased to $174.8 million in 2010, compared with $160.0 million in 2009. In 2010,these costs primarily related to the Memphis SBQ mill and the Decatur galvanizing line. In 2009, these costs primarily related to thestart- up of the SBQ mill, the construction and start- up of the galvanizing line, the Louisiana ironmaking facility and the Castripproject in Blytheville, Arkansas.

Total energy costs decreased $3 per ton from 2009 to 2010 due primarily to increased utilization rates across all product lines.MARKETING, ADMINISTRATIVE AND OTHER EXPENSESTotal freight costs increased 10% from 2009 to 2010, while unit freight costs increased only 4%. Higher fuel costs were partially offsetby efficiencies created by increased shipments. Profit sharing costs more than doubled from 2009 to 2010 because of our return toprofitability after a net loss in 2009. In 2010, profit sharing costs primarily consisted of $22.1 million of contributions made to theCompany's Profit Sharing and Retirement Savings Plan for qualified employees (including the Company's matching contribution). In2009, profit sharing costs primarily consisted of $9.6 million of matching contributions. Stock- based compensation included inmarketing, administrative and other expenses decreased 19% to $15.8 million in 2010 compared with $19.5 million in 2009.

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In 2010, Nucor recorded a pre- tax charge of $10.0 million for our share of the estimated closure costs of the HIsmelt facility.EQUITY IN LOSSES OF UNCONSOLIDATED AFFILIATESNucor incurred equity method investment losses of $32.1 million and $82.3 million in 2010 and 2009, respectively. The decrease in theequity method investment losses is primarily due to decreased losses at Duferdofin Nucor S.r.l., which included a pre- tax charge towrite down inventories to the lower of cost or market of $46.8 million in 2009 (none in 2010).INTEREST EXPENSE (INCOME)Net interest expense is detailed below:

(in thousands) Year Ended December 31, 2010 2009

Interest expense $161,140 $149,922 Interest income (8,047) (15,170)

Interest expense, net $153,093 $134,752

Gross interest expense increased 7% over 2009 primarily because of increased average debt outstanding of approximately 7%. Grossinterest income decreased 47% because of a significant decrease in the average interest rate earned on investments combined with a21% decrease in average investments.EARNINGS (LOSS) BEFORE INCOME TAXES AND NONCONTROLLING INTERESTSEarnings (loss) before income taxes and noncontrolling interests by segment for 2010 and 2009 are as follows:

(in thousands) Year Ended December 31, 2010 2009

Steel mills $778,946 $(350,372) Steel products (173,433) (112,800) Raw materials 106,317 (76,965) All other 4,344 (14,130) Corporate/eliminations (449,059) 140,289

Earnings (loss) before income taxesand noncontrolling interests $267,115 $(413,978)

Earnings before income taxes and noncontrolling interests increased primarily due to increases in average sales price per ton, tonsshipped to outside customers and metal margins in 2010 as compared to 2009.In the steel mills segment, we were able to significantly raise mill selling prices in response to rising raw material costs and someimprovement in end- use demand. The average utilization rate in our steel mills was 70% in 2010, compared with a historically lowaverage utilization rate of 54% in 2009.In the steel products segment, the market environment for our fabricated construction products was extremely challenging in 2010 and2009. Sales of cold finished bar products increased primarily due to improved demand in the heavy equipment and transportationmarkets. The average utilization rate in the steel products segment was 54% in 2010, compared with a utilization rate of 49% in 2009.Increases in selling prices for scrap contributed to the increase in earnings before income taxes and noncontrolling interests in the rawmaterials segment in 2010 compared with 2009. The average utilization rate in the raw materials segment was 69% in 2010, comparedwith a utilization rate of 53% in 2009.NONCONTROLLING INTERESTSThe 28% increase in earnings attributable to noncontrolling interests was primarily attributable to the increased earnings of NYS, whichwere due to improvements in the structural steel market. In 2009, the amount of cash distributed to noncontrolling interest holdersexceeded the earnings attributable to noncontrolling interests based on mutual agreement of the general partners; however, thecumulative amount of cash distributed to partners was less than the cumulative net earnings of the partnership.

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PROVISION FOR INCOME TAXESThe effective tax rate in 2010 was 22.8% compared with 42.7% in 2009. The change in the rate between 2009 and 2010 was primarilydue to the changes in relative proportions of net earnings or loss attributable to noncontrolling interests and equity method investmentsto total pre- tax earnings or loss. The change in rate was also caused by changes in the state income tax benefit in 2010 resulting fromreductions in liabilities for uncertain tax positions due to statute closures.NET EARNINGS AND RETURN ON EQUITYNucor reported net earnings of $134.1 million, or $0.42 per diluted share, in 2010 compared to a net loss of $293.6 million, or $0.94 perdiluted share, in 2009. Net earnings (loss) attributable to Nucor stockholders as a percentage of net sales were 1% in 2010 and (3%) in2009. Return on average stockholders' equity was 2% and (4%) in 2010 and 2009, respectively.

LIQUIDITY AND CAPITAL RESOURCESCash flows provided by operating activities provide us with a significant source of liquidity. When needed, we also have external short-term financing sources available including the issuance of commercial paper and borrowings under our bank credit facilities. We alsoissue long- term debt from time to time.In the fourth quarter of 2011, Nucor increased its revolving credit facility to $1.5 billion and extended the maturity date to December2016. The revolving credit facility was undrawn and we had no commercial paper outstanding at December 31, 2011. We believe ourfinancial strength is a key strategic advantage among domestic steel producers, particularly during recessionary business cycles. Wecurrently carry the highest credit ratings of any metals and mining company in North America with an A rating from Standard & Poor'sand an A2 rating from Moody's. Based upon these ratings, we expect to continue to have adequate access to the capital markets at areasonable cost of funds for liquidity purposes when needed. Our credit ratings are dependent, however, upon a number of factors, bothqualitative and quantitative, and are subject to change at any time. The disclosure of our credit ratings is made in order to enhanceinvestors' understanding of our sources of liquidity and the impact of our credit ratings on our cost of funds.Nucor's cash and cash equivalents and short- term investments position remains robust at $2.56 billion as of December 31, 2011, andan additional $585.8 million of restricted cash and investments is available for use in the construction of the DRI facility in Louisiana.Approximately $181.3 million and $189.7 million of the cash and cash equivalents position at December 31, 2011 and December 31,2010, respectively, was held by our majority- owned joint ventures.Selected Measures of Liquidity and Capital Resources:

(in thousands) December 31, 2011 2010

Cash and cashequivalents $ 1,200,645 $1,325,406 Short- term investments $ 1,362,641 $1,153,623 Restricted cash andinvestments $ 585,833 $ 598,482 Working capital $ 4,312,022 $4,356,737 Current ratio 2.8 3.9

The current ratio decreased from 3.9 at December 31, 2010 to 2.8 at December 31, 2011. Contributing to the decrease in the currentratio was the reclassification to a current liability of $650 million of long- term debt that matures in the second half of 2012. Accountsreceivable and inventories increased 19% and 28%, respectively, since 2010, while net sales in the fourth quarter increased 25% fromthe prior year fourth quarter. The increases in accounts receivable and inventories are due to higher sales prices and the increased costof raw materials in the current year as compared with the fourth quarter of 2010, combined with increased volumes. In 2011, totalaccounts receivable turned approximately monthly and inventories turned approximately every five weeks. These turnover rates arecomparable to Nucor's historical performance, in contrast to the slower rates experienced in 2009. The current ratio was also impactedby the 61% increase in salaries, wages and related accruals, which was attributable to higher profit sharing and bonus costs driven byour increase in profitability.Funds provided by operations, cash and cash equivalents, short- term investments and new borrowings under existing credit facilitiesare expected to be adequate to pay maturing debt and to meet future capital expenditure and working capital requirements for existingoperations for at least the next 24 months.We have a simple capital structure and do not have off- balance sheet financing arrangements or relationships with unconsolidatedspecial purpose entities that we believe could have a material impact on our financial condition or liquidity.

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OPERATING ACTIVITIESNucor generated cash provided by operating activities of $1.03 billion in 2011compared with $873.4 million in 2010, an increase of 18%. The increase in netearnings over the prior year was offset by changes in operating assets and liabilitiesof ($535.9) million in 2011 compared with ($128.9) million in 2010. The funding ofworking capital increased over the prior year due to higher levels of operations in2011 and increases in the costs of raw materials and selling prices.

INVESTING ACTIVITIESOur business is capital intensive; therefore, cash used in investing activitiesrepresents capital expenditures for new facilities, the expansion and upgrading ofexisting facilities, and the acquisition of other companies. Nucor invested $440.5million in new facilities (exclusive of acquisitions) and expansion or upgrading ofexisting facilities in 2011 compared with $345.3 million in 2010, an increase of 28%.Nucor's capital investment and maintenance practices give us the flexibility toreduce our current spending on our facilities to lower levels during severelydepressed market conditions such as we experienced in recent years.

Additionally, the cash used in investing activities includes investments in jointventures and purchases of and proceeds from the sale of investments. In 2010,cash used in investing activities included the acquisition of a 50% interest in NuMitLLC for $221.3 million and the investment of funds received from the issuance ofapproximately $1.2 billion in long- term debt. These two investing activities accountfor the majority of the decrease from 2010 to 2011.FINANCING ACTIVITIESCash used in financing activities was $495.0 million in 2011 compared with cash provided by financing activities of $691.8 million in2010. In September 2010, Nucor issued $600.0 million of 4.125% unsecured notes due in 2022 for general corporate purposes,including repayment of debt. In November 2010, Nucor issued $600.0 million in 30- year variable rate Gulf Opportunity Zone bonds topartially fund the construction of the DRI facility in Louisiana.In 2011, Nucor increased its quarterly base dividend resulting in dividends paid of $461.5 million ($457.3 million in 2010).Although there were no repurchases in 2010 or 2011, approximately 27.2 million shares remain authorized for repurchase under theCompany's stock repurchase program.Our credit facility includes only one financial covenant, which is a limit of 60% on the ratio of funded debt to total capitalization. Inaddition, the credit facility contains customary non- financial covenants, including a limit on Nucor's ability to pledge the Company'sassets and a limit on consolidations, mergers and sales of assets. Our funded debt to total capital ratio was 36% and 37% at year- end2011 and 2010, respectively, and we were in compliance with all other covenants under our credit facility.MARKET RISKNucor's largest exposure to market risk is in our steel mills and steel products segments. Our utilization rates for the steel mills and steelproducts facilities for the fourth quarter of 2011 were 71% and 55%, respectively. A significant portion of our steel and steel productssegments' sales are in the commercial, industrial and municipal construction markets, which continue to be depressed. Our largestsingle customer in 2011 represented approximately 5% of sales and consistently pays within terms. We have only a small exposure tothe U.S. automotive industry. In the raw materials segment, we are exposed to price fluctuations related to the purchase of scrap steeland iron ore. Our exposure to market risk is mitigated by the fact that our steel mills use a significant portion of the products of thissegment.The majority of Nucor's tax- exempt industrial revenue bonds (IDRBs), including the Gulf Opportunity Zone bonds, have variable interestrates that are adjusted weekly, with the rate of one IDRB adjusted annually. These IDRBs represent 24% of Nucor's long- term debtoutstanding at December 31, 2011. The remaining 76% of Nucor's long- term debt is at fixed rates. Future changes in interest rates arenot expected to significantly impact earnings. From time to time, Nucor makes use of interest rate swaps to manage interest rate risk.As of December 31, 2011, there were no such contracts outstanding. Nucor's investment practice is to invest in securities that are highlyliquid with short maturities. As a result, we do not expect changes in interest rates to have a significant impact on the value of ourinvestment securities.

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Nucor also uses derivative financial instruments from time to time to partially manage its exposure to price risk related to natural gaspurchases used in the production process as well as scrap, copper and aluminum purchased for resale to its customers. In addition,Nucor uses forward foreign exchange contracts from time to time to hedge cash flows associated with certain assets and liabilities, firmcommitments and anticipated transactions. Nucor generally does not enter into derivative instruments for any purpose other thanhedging the cash flows associated with specific volumes of commodities that will be purchased and processed in future periods andhedging the exposures related to changes in the fair value of outstanding fixed rate debt instruments and foreign currency transactions.Nucor recognizes all derivative instruments in the consolidated balance sheets at fair value. The Company is exposed to foreigncurrency risk through its operations in Canada, Europe, Trinidad and Australia. We periodically use derivative contracts to mitigate therisk of currency fluctuations.CONTRACTUAL OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTSThe following table sets forth our contractual obligations and other commercial commitments as of December 31, 2011 for the periodspresented:

000000000000 000000000000 000000000000 000000000000 000000000000(in thousands)

Payments Due By Period ContractualObligations Total 2012 2013 - 2014 2015 - 2016 2017 and thereafter

Long- termdebt $ 4,280,200 $ 650,000 $ 253,300 $16,300 $3,360,600 Estimatedinterest onlong- termdebt(1) 1,817,559 170,825 268,739 263,313 1,114,682 Operatingleases 84,618 23,754 31,612 15,806 13,446 Rawmaterialpurchasecommitments(2) 6,814,363 1,458,362 2,015,172 2,114,035 1,226,794 Utilitypurchasecommitments(2) 981,823 207,685 178,362 106,734 489,042 Otherunconditionalpurchaseobligations(3) 943,404 407,083 227,804 236,194 72,323 Other long-termobligations(4) 337,203 162,986 52,952 12,271 108,994 Totalcontractualobligations $15,259,170 $3,080,695 $3,027,941 $2,764,653 $6,385,881

(1) Interest is estimated using applicable rates at December 31, 2011 for Nucor's outstanding fixed and variable rate debt.(2) Nucor enters into contracts for the purchase of scrap and scrap substitutes, iron ore, electricity, natural gas and other raw materials and related

services. These contracts include multi- year commitments and minimum annual purchase requirements and are valued at prices in effect onDecember 31, 2011, or according to the contract language. These contracts are part of normal operations and are reflected in historical operatingcash flow trends. We do not believe such commitments will adversely affect our liquidity position.

(3) Purchase obligations include commitments for capital expenditures on operating machinery and equipment and payments related to the workinginterest natural gas drilling program.

(4) Other long- term obligations include amounts associated with Nucor's early- retiree medical benefits, management compensation and guarantees.Note: In addition to the amounts shown in the table above, $80.9 million of unrecognized tax benefits have been recorded as liabilities, and we are

uncertain as to if or when such amounts may be settled. Related to these unrecognized tax benefits, we have also recorded a liability for potentialpenalties and interest of $34.3 million at December 31, 2011.

DIVIDENDSNucor has increased its base cash dividend every year since it began paying dividends in 1973. Nucor paid dividends of $1.45 pershare in 2011 compared with $1.44 per share in 2010. In December 2011, the board of directors increased the base quarterly dividendto $0.365 per share. The base quarterly dividend has more than tripled since the end of 2007. In February 2012, the board of directorsdeclared Nucor's 156th consecutive quarterly cash dividend of $0.365 per share payable on May 11, 2012 to stockholders of record onMarch 30, 2012.OUTLOOKIn 2012, we expect to see a continued, albeit slow, growth in sales and earnings. This expected growth will occur in a U.S. economyburdened by a challenging regulatory and overall business environment. Uncertainties in Europe's financial sector will almost certainlyaffect both global and domestic growth in 2012. Utilization rates, which improved slightly during 2011, have continued at a similar pacein early 2012 and we expect the trend to continue as we progress through the first quarter. In addition, recent price increases for all

steel mill products are expected to have a positive impact on earnings in the first quarter. This positive trend in earnings is expected tocontinue as we head into the second quarter. We are therefore cautiously optimistic regarding first half volume, pricing and profitability.We believe several end- use markets, such as automotive, heavy equipment, energy and general manufacturing, are experiencingsome real demand improvement that will continue throughout 2012. However, the effect of this improvement in demand on ouroperating

33

rates will be challenged by recent increases in domestic sheet steel capacity as well as continued increases in imported steel. We alsoexpect quarterly average scrap prices in 2012 to remain at higher levels similar to 2011. The most challenging markets for our productscontinue to be those associated with residential and nonresidential construction.We have continued to rely on our strong cash from operations and liquidity to support investments in our facilities that will prepare us forincreased profitability as we eventually enter into more favorable market conditions. In 2012, we will continue to allocate capital toinvestments that build our long- term earnings power. Capital expenditures are currently projected to be approximately $1.0 billion in2012, more than double the levels of 2009 and 2010. Included in this total are expenditures for our Louisiana DRI plant, our natural gasworking interest program, our planned capacity expansion in SBQ steel as well as other investments in our core operations to expandour product offerings and keep them state- of- the- art and globally competitive.

CRITICAL ACCOUNTING POLICIES AND ESTIMATESOur 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. Thepreparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assetsand liabilities, the disclosure of contingent assets and liabilities at year end, and the reported amount of revenues and expenses duringthe year. On an ongoing basis, we evaluate our estimates, including those related to the valuation allowances for receivables, thecarrying value of non- current assets, reserves for environmental obligations, and income taxes. Our estimates are based on historicalexperience and various other assumptions that we believe to be reasonable under the circumstances, the results of which form thebasis 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 ourconsolidated financial statements.ALLOWANCES FOR DOUBTFUL ACCOUNTSWe maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make requiredpayments. 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.INVENTORIESInventories are stated at the lower of cost or market. All inventories held by the parent company and Nucor- Yamato Steel Company arevalued using the last- in, first- out (LIFO) method of accounting except for supplies that are consumed indirectly in the productionprocess, which are valued using the first- in, first- out (FIFO) method of accounting. All inventories held by the parent company's othersubsidiaries are valued using the FIFO method of accounting. The Company records any amount required to reduce the carrying valueof inventory to net realizable value as a charge to cost of products sold.If steel selling prices were to decline in future quarters, write- downs of inventory could result. Specifically, the valuation of raw materialinventories purchased during periods of peak market pricing held by subsidiaries valued using the FIFO method of accounting wouldmost likely be impacted. Low utilization rates at our steel mills could hinder our ability to work through high- priced scrap and scrapsubstitutes (particularly pig iron), leading to period- end exposure when comparing carrying value to net realizable value.LONG- LIVED ASSET IMPAIRMENTSWe evaluate our property, plant and equipment and finite- lived intangible assets for potential impairment on an individual asset basis orat the lowest level asset grouping for which cash flows can be separately identified. Asset impairments are assessed wheneverchanges in circumstances indicate that the carrying amounts of those productive assets could exceed their projected undiscounted cashflows. Some of the estimated values for assets that we currently use in our operations utilize judgments and assumptions of futureundiscounted cash flows that the assets will produce. When it is determined that an impairment exists, the related assets are writtendown to estimated fair market value.Certain long- lived asset groupings were tested for impairment during the fourth quarter of 2011. Undiscounted cash flows for eachasset grouping were estimated using management's long- range estimates of market conditions associated with each asset groupingover the estimated useful life of the principal asset within the group. Our undiscounted cash flow analysis indicated that those long- livedasset groupings were recoverable as of December 31, 2011; however, if our projected cash flows are not realized, either because of anextended recessionary period or other unforeseen events, impairment charges may be required in future periods. A 5% decrease in theprojected cash flows of each of our asset groupings would not result in an impairment.

34 XX

GOODWILLGoodwill is tested annually for impairment and whenever events or circumstances change that would make it more likely than not thatan impairment may have occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year. Theevaluation of impairment involves comparing the current estimated fair value of each reporting unit with the recorded value, includinggoodwill.When appropriate, Nucor performs a qualitative assessment to determine whether it is more likely than not that the fair value of areporting unit is less than its carrying amount. For certain reporting units it is necessary to perform a quantitative analysis. In theseinstances, a discounted cash flow model is used to determine the current estimated fair value of these reporting units. Key assumptionsused to determine the fair value of each reporting unit as part of our annual testing (and any required interim testing) include:(a) expected cash flow for the five- year period following the testing date (including market share, sales volumes and prices, costs toproduce and estimated capital needs); (b) an estimated terminal value using a terminal year growth rate based on the growth prospectsof the reporting unit; (c) a discount rate based on management's best estimate of the after- tax weighted average cost of capital; and(d) a probability- weighted scenario approach by which varying cash flows are assigned to certain scenarios based on the likelihood ofoccurrence. Management considers historical and anticipated future results, general economic and market conditions, the impact ofplanned business and operational strategies and all available information at the time the fair values of its reporting units are estimated.Our fourth quarter 2011 annual goodwill impairment analysis did not result in an impairment charge. The excess of fair value overcarrying value for the majority of our reporting units improved from 2010 levels. Accordingly, management does not currently believethat future impairment of these reporting units is probable. However, the performance of certain businesses that comprise our reportingunits requires continued improvement. A 50 basis point increase in the discount rate, a critical assumption in which a minor change canhave a significant impact on the estimated fair value, would not result in an impairment charge.Nucor will continue to monitor operating results within all reporting units throughout the upcoming year in an effort to determine if eventsand circumstances warrant further interim impairment testing. Otherwise, all reporting units will again be subject to the required annualimpairment test during our fourth quarter of 2012. Changes in the judgments and estimates underlying our analysis of goodwill forpossible impairment, including expected future operating cash flows and discount rate, could decrease the estimated fair value of ourreporting units in the future and could result in an impairment of goodwill.EQUITY METHOD INVESTMENTSInvestments in joint ventures in which Nucor shares control over the financial and operating decisions but in which Nucor is not theprimary beneficiary are accounted for under the equity method. Each of the Company's equity method investments is subject to areview for impairment if, and when, circumstances indicate that the fair value of our investment could be less than carrying value. If theresults of the review indicate a decline in the carrying value of our investment and that decline is other than temporary, the Companywould write down the investment to its estimated fair value. An other than temporary decline in carrying value is determined to haveoccurred when, in management's judgment, a decline in fair value below carrying value is of such length of time and/or severity that it isconsidered permanent.As a result of the significant decline in the global demand for steel and the losses incurred in the investment during 2010 and 2011, weevaluated our investment in Duferdofin Nucor during the fourth quarter of 2011. Nucor determined the estimated fair value of ourinvestment in Duferdofin Nucor using a discounted cash flow model based on a weighted- average of multiple discounted cash flowscenarios. The discounted cash flow scenarios require the use of unobservable inputs, including assumptions of projected revenues(including product volume, product mix and average selling prices), raw material costs and other production expenses, capital spendingand other costs, as well as a discount rate. Estimates of projected revenues, expenses, capital spending and other costs are developedby Duferdofin Nucor and Nucor using historical data and available market data. Based on our analysis, the estimated fair value of ourinvestment in Duferdofin Nucor approximated carrying value as of December 31, 2011. As a result, we did not have an other- than-temporary impairment of our investment in Duferdofin Nucor in 2011.We will continue to monitor trends in the global demand for steel, particularly within the European market in which Duferdofin Nucoroperates, as well as other general economic and currency matters. It is reasonably possible that based on actual performance in thenear term the estimates used in our valuation as of December 31, 2011 could change and result in an impairment of our investment.Changes in management estimates to the unobservable inputs would change the valuation of the investment. The estimates for theprojected revenue and discount rate are the assumptions that most significantly affect the fair value determination.

35

ENVIRONMENTAL REMEDIATIONWe are subject to environmental laws and regulations established by federal, state and local authorities, and we make provision for theestimated costs related to compliance. Undiscounted remediation liabilities are accrued based on estimates of known environmentalexposures. The accruals are reviewed periodically and, as investigations and remediation proceed, adjustments are made as webelieve are necessary. The accruals are not reduced by possible recoveries from insurance carriers or other third parties. Ourmeasurement of environmental liabilities is based on currently available facts, present laws and regulations, and current technology.INCOME TAXESWe utilize the liability method of accounting for income taxes. Under the liability method, deferred taxes are determined based on thetemporary differences between the financial statement and tax basis of assets and liabilities using tax rates expected to be in effectduring the years in which the basis differences reverse. A valuation allowance is recorded when it is more likely than not that some ofthe deferred tax assets will not be realized. We recognize the effect of income tax positions only if those positions are more likely thannot of being sustained. Potential accrued interest and penalties related to unrecognized tax benefits within operations are recognized asa component of earnings before taxes and noncontrolling interests.

RECENT ACCOUNTING PRONOUNCEMENTSSee Note 2 to our consolidated financial statements for a discussion of new accounting pronouncements adopted by Nucor during 2011and the expected financial impact of accounting pronouncements recently issued or proposed but not yet required to be adopted.

39 FIVE- YEAR FINANCIAL REVIEW

(dollar and share amounts in thousands, except per share data)

2011 2010 2009 2008 2007 FOR THE YEAR

Net sales $ 20,023,564 $ 15,844,627 $ 11,190,296 $ 23,663,324 $ 16,592,976

Costs, expensesand other:

Cost of productssold 18,074,967 15,000,962 11,035,903 19,612,283 13,462,927

Marketing,administrative andother expenses 520,648 391,375 351,278 714,064 553,146

Equity in losses ofunconsolidatedaffiliates 10,043 32,082 82,341 36,920 24,618

Impairment of non-current assets - - - 105,183 -

Interest expense,net 166,094 153,093 134,752 90,483 5,469

18,771,752 15,577,512 11,604,274 20,558,933 14,046,160

Earnings (loss)before incometaxes andnoncontrollinginterests 1,251,812 267,115 (413,978) 3,104,391 2,546,816

Provision for(benefit from)income taxes 390,828 60,792 (176,800) 959,480 781,368

Net earnings (loss) 860,984 206,323 (237,178) 2,144,911 1,765,448

Earningsattributable tononcontrollinginterests 82,796 72,231 56,435 313,921 293,501

Net earnings (loss)attributable toNucor stockholders 778,188 134,092 (293,613) 1,830,990 1,471,947

Net earnings (loss)per share:

Basic 2.45 0.42 (0.94) 5.99 4.96

Diluted 2.45 0.42 (0.94) 5.98 4.94

Dividendsdeclared per share 1.4525 1.4425 1.41 1.91 2.44

Percentage of netearnings (loss) tonet sales 3.9% 0.8% - 2.6% 7.7% 8.9%

Return on averagestockholders' equity 10.7% 1.8% - 3.8% 28.1% 29.5%

Capitalexpenditures 450,627 345,294 390,500 1,018,980 520,353

Acquisitions (netof cash acquired) 3,959 64,788 32,720 1,826,030 1,542,666

Depreciation 522,571 512,147 494,035 479,484 403,172

Sales peremployee 974 777 539 1,155 1,085 AT YEAR END

Current assets $ 6,708,081 $ 5,861,175 $ 5,182,248 $ 6,397,486 $ 5,073,249

Current liabilities 2,396,059 1,504,438 1,227,057 1,854,192 1,582,036

Working capital 4,312,022 4,356,737 3,955,191 4,543,294 3,491,213

Cash provided byoperating activities 1,032,612 873,404 1,173,194 2,502,063 1,935,306

Current ratio 2.8 3.9 4.2 3.5 3.2

Property, plantand equipment, net 3,755,604 3,852,118 4,013,836 4,131,861 3,232,998

Total assets 14,570,350 13,921,910 12,571,904 13,874,443 9,826,122

Long- term debt(including currentmaturities) 4,280,200 4,280,200 3,086,200 3,266,600 2,250,300

Percentage ofdebt to capital(1) 35.7% 36.9% 28.9% 28.3% 29.4%

Total Nucorstockholders' equity 7,474,885 7,120,070 7,390,526 7,929,204 5,112,917

Per share 23.60 22.55 23.47 25.25 17.75

Sharesoutstanding 316,749 315,791 314,856 313,977 287,993

Employees 20,800 20,500 20,400 21,700 18,000(1)Long- term debt divided by total equity plus long- term debt.

40 MANAGEMENT'S REPORT

MANAGEMENT'S REPORT on internal control over financial reportingNucor's management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term isdefined in Exchange Act Rules 13a- 15(f) and 15d- 15(f) under the Securities Exchange Act of 1934, as amended.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate.Management assessed the effectiveness of Nucor's internal control over financial reporting as of December 31, 2011. In making thisassessment, management used criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO)in Internal Control - Integrated Framework.Based on its assessment, management concluded that Nucor's internal control over financial reporting was effective as ofDecember 31, 2011. PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited the effectiveness ofNucor's internal control over financial reporting as of December 31, 2011, as stated in their report which is included herein.

41 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of DirectorsNucor 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 its subsidiaries atDecember 31, 2011 and 2010, and the results of their operations and their cash flows for each of the three years in the period endedDecember 31, 2011 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, theCompany maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011, based oncriteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the TreadwayCommission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internalcontrol over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included inManagement's Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on these financialstatements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits inaccordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that weplan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatementand whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financialstatements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessingthe accounting principles used and significant estimates made by management, and evaluating the overall financial statementpresentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financialreporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness ofinternal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary inthe circumstances. We believe that our audits provide a reasonable basis for our opinions.A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accountingprinciples. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to themaintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of thecompany; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements inaccordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regardingprevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effecton the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections ofany evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes inconditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLPCharlotte, NCFebruary 28, 2012

42 CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS (in thousands) December 31, 2011 2010 ASSETS CURRENT ASSETS: Cash and cash equivalents (Note 15) $ 1,200,645 $ 1,325,406 Short- term investments (Notes 4 and 15) 1,362,641 1,153,623 Accounts receivable, net (Note 5) 1,710,773 1,439,828 Inventories, net (Note 6) 1,987,257 1,557,574 Other current assets (Notes 10, 14, 15 and20) 446,765 384,744

Total current assets 6,708,081 5,861,175 PROPERTY, PLANT AND EQUIPMENT,NET (Note 7) 3,755,604 3,852,118 RESTRICTED CASH ANDINVESTMENTS (Notes 8 and 15) 585,833 598,482 GOODWILL (Note 9) 1,830,661 1,836,294OTHER INTANGIBLE ASSETS, NET

(Note 9) 784,640 856,125OTHER ASSETS (Note 10) 905,531 917,716

TOTAL ASSETS $ 14,570,350 $ 13,921,910

LIABILITIES AND EQUITY CURRENT LIABILITIES: Short- term debt (Notes 12 and 15) $ 1,826 $ 13,328 Long- term debt due within one year(Notes 12 and 15) 650,000 - Accounts payable (Note 11) 958,645 896,703 Salaries, wages and related accruals(Notes 17 and 18) 333,341 207,168 Accrued expenses and other currentliabilities (Notes 11, 14, 15 and 16) 452,247 387,239

Total current liabilities 2,396,059 1,504,438 LONG- TERM DEBT DUE AFTER ONEYEAR (Notes 12 and 15) 3,630,200 4,280,200DEFERRED CREDITS AND OTHER

LIABILITIES (Notes 14, 15, 16, 17, 18 and20) 837,511 806,578

TOTAL LIABILITIES 6,863,770 6,591,216

COMMITMENTS AND CONTINGENCIES(Notes 6, 14 and 16) EQUITYNUCOR STOCKHOLDERS' EQUITY

(Notes 13 and 17): Common stock (800,000 sharesauthorized; 376,239 and 375,451 sharesissued, respectively) 150,496 150,181 Additional paid- in capital 1,756,534 1,711,518 Retained earnings 7,111,566 6,795,988 Accumulated other comprehensive loss,net of income taxes (Notes 2 and 14) (38,177) (27,776) Treasury stock (59,490 and 59,660 shares,respectively) (1,505,534) (1,509,841)

Total Nucor stockholders' equity 7,474,885 7,120,070 NONCONTROLLING INTERESTS 231,695 210,624

TOTAL EQUITY 7,706,580 7,330,694

TOTAL LIABILITIES AND EQUITY $ 14,570,350 $ 13,921,910

See notes to consolidated financial statements.

43 CONSOLIDATED STATEMENTS OF EARNINGS

CONSOLIDATEDSTATEMENTS OFEARNINGS (in thousands, except per share data) Year EndedDecember 31, 2011 2010 2009NET SALES $20,023,564 $15,844,627 $11,190,296

COSTS, EXPENSESAND OTHER:Cost of products sold(Notes 14 and 18) 18,074,967 15,000,962 11,035,903Marketing, administrativeand other expenses (Note10) 520,648 391,375 351,278Equity in losses ofunconsolidated affiliates(Note 10) 10,043 32,082 82,341Interest expense, net(Note 19) 166,094 153,093 134,752

18,771,752 15,577,512 11,604,274

EARNINGS (LOSS)BEFORE INCOMETAXES ANDNONCONTROLLINGINTERESTS 1,251,812 267,115 (413,978)

PROVISION FOR(BENEFIT FROM)INCOME TAXES (Note20) 390,828 60,792 (176,800)

NET EARNINGS (LOSS) 860,984 206,323 (237,178) EARNINGS

ATTRIBUTABLE TONONCONTROLLINGINTERESTS 82,796 72,231 56,435

NET EARNINGS (LOSS)ATTRIBUTABLE TONUCORSTOCKHOLDERS $ 778,188 $ 134,092 $ (293,613)

NET EARNINGS (LOSS)PER SHARE (Note 21):Basic $2.45 $0.42 ($0.94) Diluted $2.45 $0.42 ($0.94) See notes to consolidated financial statements.

44 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF STOCKHOLDERS'EQUITY (in thousands, except per share data)

COMMON STOCK

ADDITIONALCAPITAL

RETAINEDEARNINGS

ACCUMULATEDOTHER

COMPREHENSIVEINCOME(LOSS)

TREASURY STOCK(AT COST)

TOTAL NUCORSTOCKHOLDERS'

EQUITY

NON-CONTROLLING

INTERESTS

TOTAL SHARES AMOUNT SHARES AMOUNTBALANCES,December 31,2008 $8,256,681 374,069 $149,628 $1,629,981 $7,860,629 $(190,262) 60,092 $(1,520,772) $7,929,204 $327,477Comprehensiveincome:Netearnings(loss) in2009 (237,178) (293,613) (293,613) 56,435Netunrealizedloss onhedgingderivatives,net ofincometaxes (48,616) (48,616) (48,616) Reclassificationadjustmentfor loss onsettlementof hedgingderivativesincluded innet loss,net ofincometaxes 40,543 40,543 40,543Foreigncurrencytranslationgain, net ofincometaxes 155,285 155,201 155,201 84Adjustmentto earlyretireemedicalplan, net ofincometaxes 2,078 2,078 2,078

Totalcomprehensiveincome(loss) (87,888) (144,407) 56,519Stockoptionsexercised 3,740 239 95 3,645 3,740Issuance ofstock underawardplans, netofforfeitures 44,883 384 154 38,247 (256) 6,482 44,883Amortizationof unearnedcompensation 3,904 3,904 3,904Cashdividends($1.41 pershare) (446,798) (446,798) (446,798) Distributionstononcontrolling

(190,233) (190,233)

interestsBALANCES,December 31,2009 7,584,289 374,692 149,877 1,675,777 7,120,218 (41,056) 59,836 (1,514,290) 7,390,526 193,763Comprehensiveincome:Netearnings in2010 206,323 134,092 134,092 72,231Netunrealizedloss onhedgingderivatives,net ofincometaxes (29,957) (29,957) (29,957) Reclassificationadjustmentfor loss onsettlementof hedgingderivativesincluded innetearnings,net ofincometaxes 35,141 35,141 35,141Foreigncurrencytranslationgain, net ofincometaxes 8,182 8,172 8,172 10Adjustmentto earlyretireemedicalplan, net ofincometaxes (76) (76) (76)

Totalcomprehensiveincome 219,613 147,372 72,241Stockoptionsexercised 4,662 319 128 4,534 4,662Stockoptionexpense 729 729 729Issuance ofstock underawardplans, netofforfeitures 32,777 440 176 28,152 (176) 4,449 32,777Amortizationof unearnedcompensation 2,326 2,326 2,326Cashdividends($1.4425per share) (458,322) (458,322) (458,322) Distributionstononcontrollinginterests (55,380) (55,380) BALANCES,December 31,2010 7,330,694 375,451 150,181 1,711,518 6,795,988 (27,776) 59,660 (1,509,841) 7,120,070 210,624Comprehensiveincome:Netearnings in2011 860,984 778,188 778,188 82,796

(8,454) (8,454) (8,454)

Netunrealizedloss onhedgingderivatives,net ofincometaxesReclassificationadjustmentfor loss onsettlementof hedgingderivativesincluded innetearnings,net ofincometaxes 37,093 37,093 37,093Foreigncurrencytranslationloss, net ofincometaxes (40,210) (40,205) (40,205) (5) Adjustmentto earlyretireemedicalplan, net ofincometaxes 8,789 8,789 8,789Correctionof error inearly retireemedicalplan, net ofincometaxes (7,624) (7,624) (7,624)

Totalcomprehensiveincome 850,578 767,787 82,791Stockoptionsexercised 8,097 387 155 7,942 8,097Stockoptionexpense 9,850 9,850 9,850Issuance ofstock underawardplans, netofforfeitures 30,091 401 160 25,624 (170) 4,307 30,091Amortizationof unearnedcompensation 1,600 1,600 1,600Cashdividends($1.4525per share) (462,610) (462,610) (462,610) Distributionstononcontrollinginterests (61,720) (61,720) BALANCES,December 31,2011 $7,706,580 376,239 $150,496 $1,756,534 $7,111,566 $(38,177) 59,490 $(1,505,534) $7,474,885 $231,695See notes to consolidated financial statements.

45 CONSOLIDATED STATEMENTS OF CASH FLOWS

CONSOLIDATEDSTATEMENTS OF CASHFLOWS (in thousands)Year Ended December 31, 2011 2010 2009OPERATING ACTIVITIES:

Net earnings (loss) $ 860,984 $ 206,323 $ (237,178)

Adjustments:

Depreciation 522,571 512,147 494,035

Amortization 67,829 70,455 72,388

Stock- based compensation 49,003 43,041 54,665

Deferred income taxes 58,051 138,262 88,546

Equity in losses of unconsolidatedaffiliates 10,043 32,082 82,341

Changes in assets and liabilities(exclusive of acquisitions):

Accounts receivable (274,920) (310,188) 141,104

Inventories (433,696) (231,913) 1,117,600

Accounts payable 63,571 186,417 170,229

Federal income taxes 930 180,821 (422,116)

Salaries, wages and relatedaccruals 129,340 56,641 (419,800)

Other (21,094) (10,684) 31,380

Cash provided by operatingactivities 1,032,612 873,404 1,173,194INVESTING ACTIVITIES:

Capital expenditures (440,502) (345,294) (390,500)

Investment in and advances toaffiliates (95,950) (434,006) (63,563)

Repayment of advances toaffiliates 50,000 83,885 -

Disposition of plant andequipment 25,333 24,944 11,371

Acquisitions (net of cash acquired) (3,959) (64,788) (32,720)

Purchases of investments (1,494,782) (1,323,264) (261,389)

Proceeds from the sale ofinvestments 1,285,763 394,640 36,389

Purchases of restrictedinvestments (564,994) - -

Proceeds from the sale ofrestricted investments 47,479 - -

Changes in restricted cash 530,165 (598,482) -(661,447) (2,262,365) (700,412)

Cash used in investing activitiesFINANCING ACTIVITIES:

Net change in short- term debt (11,450) 11,561 (6,908)

Repayment of long- term debt - (6,000) (180,400)

Proceeds from issuance of long-term debt, net of discount - 1,198,992 -

Debt issuance costs - (4,050) -

Issuance of common stock 8,097 4,687 3,716

Excess tax benefits from stock-based compensation 1,000 (700) (3,100)

Distributions to noncontrollinginterests (61,720) (55,380) (190,233)

Cash dividends (461,518) (457,282) (443,109)

Other financing activities 30,569 - -

Cash provided by (used in)financing activities (495,022) 691,828 (820,034) Effect of exchange rate changeson cash (904) 5,558 9,103

DECREASE IN CASH ANDCASH EQUIVALENTS (124,761) (691,575) (338,149)

CASH AND CASHEQUIVALENTS - BEGINNINGOF YEAR 1,325,406 2,016,981 2,355,130

CASH AND CASHEQUIVALENTS - END OF YEAR $1,200,645 $1,325,406 $2,016,981

See notes to consolidated financial statements.

46 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2011, 2010 AND 2009

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATIONNature of Operations Nucor is principally a manufacturer of steel and steel products, as well as a scrap broker and processor, withoperating facilities and customers primarily located in North America.Principles of Consolidation The consolidated financial statements include Nucor and its controlled subsidiaries, including Nucor-Yamato Steel Company, a limited partnership of which Nucor owns 51%. All significant intercompany transactions are eliminated.Distributions are made to noncontrolling interest partners in Nucor- Yamato Steel Company in accordance with the limited partnershipagreement by mutual agreement of the general partners. At a minimum, sufficient cash is distributed so that each partner may pay theirU.S. federal and state income taxes.Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the UnitedStates of America requires management to make estimates and assumptions that affect the amounts reported in the financialstatements and accompanying notes. Actual results could differ from these estimates.Reclassifications Certain amounts for prior years have been reclassified to conform to the 2011 presentation.2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESCash and Cash Equivalents Cash equivalents are recorded at cost plus accrued interest, which approximates market, and haveoriginal maturities of three months or less at the date of purchase. Cash and cash equivalents are maintained primarily with a few high-credit quality financial institutions.Short- term Investments Short- term investments are recorded at cost plus accrued interest, which approximates market. Unrealizedgains and losses on investments classified as available- for- sale are recorded as a component of accumulated other comprehensiveincome (loss). Management determines the appropriate classification of its investments at the time of purchase and re- evaluates suchdetermination at each balance sheet date.Inventories Valuation Inventories are stated at the lower of cost or market. Inventories valued using the last- in, first- out (LIFO)method of accounting represent approximately 47% of total inventories as of December 31, 2011 (45% as of December 31, 2010). Allinventories held by the parent company and Nucor- Yamato Steel Company are valued using the LIFO method of accounting except forsupplies that are consumed indirectly in the production process, which are valued using the first- in, first- out (FIFO) method ofaccounting. All inventories held by other subsidiaries of the parent company are valued using the FIFO method of accounting. TheCompany records any amount required to reduce the carrying value of inventory to net realizable value as a charge to cost of productssold.Property, Plant and Equipment Property, plant and equipment are stated at cost. Depreciation is provided on a straight- line basisover the estimated useful lives of the assets. The costs of planned major maintenance activities are capitalized and amortized over theperiod until the next scheduled major maintenance activity. All other repairs and maintenance activities are expensed when incurred.Goodwill and Other Intangibles Goodwill is the excess of cost over the fair value of net assets of businesses acquired. Goodwill is notamortized but is tested annually for impairment and whenever events or circumstances change that would make it more likely than notthat an impairment may have occurred. We perform our annual impairment analysis as of the first day of the fourth quarter each year.The evaluation of impairment involves comparing the current estimated fair value of each reporting unit, which is a level below thereportable segment, to the recorded value, including goodwill. When appropriate, Nucor performs a qualitative assessment to determinewhether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. For certain reporting units it isnecessary to perform a quantitative analysis. In these instances, a discounted cash flow model is used to determine the currentestimated fair value of these reporting units. A number of significant assumptions and estimates are involved in the application of thediscounted cash flow model to forecast operating cash flows, including market growth and market share, sales volumes and prices,costs to produce, discount rate and estimated capital needs. Management considers historical experience and all available informationat the time the fair values of its reporting units are estimated. Assumptions in estimating future cash flows are subject to a high degreeof judgment and complexity. Changes in assumptions and estimates may affect the carrying value of goodwill and could result inadditional impairment charges in future periods.Finite- lived intangible assets are amortized over their estimated useful lives.

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Long- Lived Asset Impairments We evaluate our property, plant and equipment and finite- lived intangible assets for potentialimpairment on an individual asset basis or at the lowest level asset grouping for which cash flows can be separately identified. Assetimpairments are assessed whenever changes in circumstances indicate that the carrying amounts of those productive assets couldexceed their projected undiscounted cash flows. When it is determined that an impairment exists, the related assets are written down toestimated fair market value.Equity Method Investments Investments in joint ventures in which Nucor shares control over the financial and operating decisions butin which Nucor is not the primary beneficiary are accounted for under the equity method. Each of the Company's equity methodinvestments is subject to a review for impairment if, and when, circumstances indicate that a decline in value below its carrying amountmay have occurred. If management considers the decline to be other than temporary, the Company would write down the investment toits estimated fair market value.Derivative Financial Instruments Nucor uses derivative financial instruments from time to time primarily to partially manage itsexposure to price risk related to natural gas purchases used in the production process as well as scrap, copper and aluminumpurchased for resale to its customers. In addition, Nucor uses derivatives from time to time to partially manage its exposure to changesin interest rates on outstanding debt instruments and uses forward foreign exchange contracts to hedge cash flows associated withcertain assets and liabilities, firm commitments and anticipated transactions.Nucor recognizes all derivative instruments in the consolidated balance sheets at fair value. Amounts included in accumulated othercomprehensive income (loss) related to cash flow hedges are reclassified into earnings when the underlying transaction is recognized innet earnings. Changes in fair value hedges are reported currently in earnings along with changes in the fair value of the hedged items.When cash flow and fair value hedges affect net earnings, they are included on the same financial statement line as the underlyingtransaction (cost of products sold or interest expense). If these instruments do not meet hedge accounting criteria, the change in fairvalue is recognized immediately in earnings in the same financial statement line as the underlying transaction.Revenue Recognition Nucor recognizes revenue when the customer takes title, assumes risk of loss, and when collection isreasonably assured.Freight Costs Internal fleet and some common carrier costs are included in marketing, administrative and other expenses. These costsincluded in marketing, administrative and other expenses were $67.2 million in 2011 ($59.9 million in 2010 and $54.3 million in 2009).All other freight costs are included in cost of products sold.Income Taxes Nucor utilizes the liability method of accounting for income taxes. Under the liability method, deferred taxes aredetermined based on the temporary differences between the financial statement and tax basis of assets and liabilities using tax ratesexpected to be in effect during the years in which the basis differences reverse. A valuation allowance is recorded when it is more likelythan not that some of the deferred tax assets will not be realized.Nucor recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Potential accruedinterest and penalties related to unrecognized tax benefits are recognized as a component of earnings before taxes and noncontrollinginterests.Nucor's intention is to permanently reinvest the earnings of certain foreign investments. Accordingly, no provisions have been made fortaxes that may be payable upon remittance of such earnings.Stock- Based Compensation The Company recognizes the cost of stock- based compensation as an expense using fair valuemeasurement methods. The assumptions used to calculate the fair value of stock- based compensation granted are evaluated andrevised, as necessary, to reflect market conditions and experience.

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Comprehensive Income (Loss) Nucor reports comprehensive income (loss) and the changes in accumulated other comprehensiveincome (loss) in its consolidated statements of stockholders' equity. Accumulated other comprehensive loss is comprised of thefollowing:

(in thousands) December 31, 2011 2010

Foreign currencytranslation, net of incometaxes when applicable $ (12,311) $ 27,923 Early- retiree medical planadjustments, net of incometaxes 14,384 13,190 Fair market value ofderivatives, net of incometaxes (40,250) (68,889)

$ (38,177) $(27,776)

Foreign Currency Translation For Nucor's operations where the functional currency is other than the U.S. dollar, assets and liabilitieshave been translated at year- end exchange rates, and income and expenses translated using average exchange rates for therespective periods. Adjustments resulting from the process of translating an entity's financial statements into the U.S. dollar have beenrecorded in accumulated other comprehensive income (loss) and are included in net earnings only upon sale or liquidation of theunderlying investments. Foreign currency transaction gains and losses are included in operations in the period they occur.Recent Accounting Pronouncements In June 2011, the Financial Accounting Standards Board (FASB) amended its guidance on thepresentation of comprehensive income in financial statements to improve the comparability, consistency and transparency of financialreporting and to increase the prominence of items that are recorded in other comprehensive income. The new accounting guidancerequires entities to report components of comprehensive income in either (1) a continuous statement of comprehensive income or(2) two separate but consecutive statements. The provisions of this new guidance are effective for Nucor in the first quarter of 2012.The adoption of this guidance is not expected to have an effect on Nucor's operating results or financial position.In September 2011, the FASB issued updated guidance on the assessment of goodwill impairment. This guidance allows companies toperform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than itscarrying amount before performing the two- step goodwill impairment test. We perform an impairment analysis of Nucor's goodwill at thebeginning of the fourth quarter of each year, and we early adopted this guidance for our goodwill impairment testing in the fourth quarterof 2011. The adoption of this guidance did not have an effect on Nucor's operating results or financial position.3. ACQUISITIONSIn April 2010, Nucor acquired a 50% economic and voting interest in NuMit LLC for a purchase price of approximately $221.3 million.NuMit owns 100% of the equity interest in Steel Technologies LLC, an operator of 25 sheet processing facilities throughout the U.S.,Canada and Mexico. Nucor accounts for the investment using the equity method (see Note 10).Other minor acquisitions, exclusive of purchase price adjustments of acquisitions made in prior years, totaled $4.0 million in 2011 ($64.8million in 2010 and $8.1 million in 2009).4. SHORT- TERM INVESTMENTSNucor's short- term investments held as of December 31, 2011 and 2010 consisted of certificates of deposit (CDs), corporate debt,Federal Home Loan Bank (FHLB) obligations and variable rate demand notes (VRDNs), and are all classified as available- for- sale.The investments in corporate debt are debt securities issued by a financial institution that management believes has low credit risk.FHLB consolidated obligations carry high credit ratings from both Moody's and Standard & Poor's. VRDNs are variable rate bonds tiedto short- term interest rates with stated original maturities in excess of 90 days. All of the VRDNs in which Nucor invests are secured bya direct- pay letter of credit issued by financial institutions with low credit risk. Nucor can receive the principal invested and interestaccrued thereon no later than seven days after notifying the financial institution that Nucor elects to tender the VRDNs. The interest rateon the CDs and the coupon rates on the corporate debt and FHLBs are fixed at inception, and the VRDNs trade at par value. Norealized or unrealized gains or losses were incurred in 2011, 2010 or 2009.

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The following is a summary of the short- term investments held at December 31, 2011 and 2010:

(in thousands) December 31, 2011 2010

Certificates of deposit $ 775,000 $ 800,363 Corporate debt 103,506 - Federal Home Loan Bankobligations 185,500 - Variable rate demandnotes 298,635 353,260

$ 1,362,641 $ 1,153,623

Aggregate contractual maturities of Nucor's short- term investments are $1,064.0 million in 2012 and $298.6 million in 2027 andthereafter.5. ACCOUNTS RECEIVABLEAn allowance for doubtful accounts is maintained for estimated losses resulting from the inability of our customers to make requiredpayments. Accounts receivable are stated net of the allowance for doubtful accounts of $54.3 million at December 31, 2011 ($61.2million at December 31, 2010 and $52.9 million at December 31, 2009).6. INVENTORIESInventories consist of approximately 40% raw materials and supplies and 60% finished and semi- finished products at December 31,2011 (41% and 59%, respectively, at December 31, 2010). Nucor's manufacturing process consists of a continuous, vertically integratedprocess from which products are sold to customers at various stages throughout the process. Since most steel products can beclassified as either finished or semi- finished products, these two categories of inventory are combined.If the FIFO method of accounting had been used, inventories would have been $763.2 million higher at December 31, 2011 ($620.4million higher at December 31, 2010). During 2010 and 2009, inventory quantities at locations that value inventory using LIFO werereduced, resulting in a liquidation of LIFO inventory layers carried at lower costs that prevailed in prior years. The effect of theliquidations was to decrease cost of products sold by $30.4 million in 2010 and $81.5 million in 2009 (there was no liquidation of LIFOinventory layers in 2011). Use of the lower of cost or market method reduced inventories by $6.8 million at December 31, 2011 ($2.9million at December 31, 2010).Nucor has entered into supply agreements for certain raw materials, utilities and other items in the ordinary course of business. Theseagreements extend into 2028 and total approximately $7.80 billion at December 31, 2011.7. PROPERTY, PLANT AND EQUIPMENT

(in thousands) December 31, 2011 2010

Land and improvements $ 515,674 $ 431,765 Buildings andimprovements 841,179 834,661 Machinery and equipment 7,727,630 7,502,203 Construction in processand equipment deposits 396,614 323,845

9,481,097 9,092,474 Less accumulateddepreciation (5,725,493) (5,240,356)

$ 3,755,604 $ 3,852,118

The estimated useful lives range from 5 to 10 years for land improvements, 9 to 31.5 years for buildings and improvements, and 2 to 15years for machinery and equipment.

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8. RESTRICTED CASH AND INVESTMENTSAs of December 31, 2011, restricted cash and investments primarily consisted of net proceeds from $600.0 million 30- year variablerate Gulf Opportunity Zone bonds issued in November 2010. The restricted cash and investments are held in a trust account and are tobe used to partially fund the capital costs associated with the construction of Nucor's direct reduced ironmaking facility in St. JamesParish, Louisiana. Funds are disbursed as qualified expenditures for the construction of the facility are made ($43.2 million in 2011 andnone in 2010). Restricted investments totaled $514.3 million at December 31, 2011 (none at December 31, 2010), and are held insimilar short- term investment instruments as described in Note 4. Interest earned on these investments is subject to the same usagerequirements as the bond proceeds. Since the restricted cash, investments and interest on investments must be used for theconstruction of the facility, which is expected to occur through mid- 2013, the entire balance has been classified as a non- current asset.9. GOODWILL AND OTHER INTANGIBLE ASSETSThe change in the net carrying amount of goodwill for the years ended December 31, 2011 and 2010 by segment is as follows:

(in thousands)

Steel MillsSteel

ProductsRaw

Materials All Other Total

Balance,December 31,2009 $268,466 $780,628 $665,075 $88,852 $1,803,021Acquisitions - - 14,841 - 14,841Translation - 18,432 - - 18,432Balance,December 31,2010 268,466 799,060 679,916 88,852 1,836,294Acquisitions - - 2,986 - 2,986Translation - (8,619) - - (8,619) Balance,December 31,2011 $268,466 $790,441 $682,902 $88,852 $1,830,661

The majority of goodwill is not tax deductible.Intangible assets with estimated lives of 5 to 22 years are amortized on a straight- line or accelerated basis and are comprised of thefollowing:

(in thousands) December 31, 2011 2010

GrossAmount

AccumulatedAmortization

GrossAmount

AccumulatedAmortization

Customerrelationships $ 941,787 $262,841 $ 944,920 $203,969 Trademarksand tradenames 123,192 25,628 123,713 19,351 Other 25,868 17,738 27,869 17,057

$1,090,847 $306,207 $1,096,502 $240,377

Intangible asset amortization expense was $67.8 million in 2011 ($70.5 million in 2010 and $72.4 million in 2009). Annual amortizationexpense is estimated to be $61.4 million in 2012; $57.9 million in 2013; $55.8 million in 2014; $54.0 million in 2015; and $52.7 million in2016.The Company completed its annual goodwill impairment testing as of the first day of the fourth quarters of 2011, 2010 and 2009 andconcluded that there was no impairment of goodwill for any of its reporting units. We do not believe there are currently any reportingunits at risk of impairment in the near term.

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10. EQUITY INVESTMENTSThe carrying value of our equity investments in domestic and foreign companies was $775.7 million at December 31, 2011 ($797.6million at December 31, 2010) and is recorded in other assets in the consolidated balance sheets.Nucor owns a 50% economic and voting interest in Duferdofin Nucor S.r.l., an Italian steel manufacturer, and accounts for theinvestment (on a one- month lag basis) under the equity method, as control and risk of loss are shared equally between the members.Nucor's investment in Duferdofin Nucor at December 31, 2011 was $493.9 million ($531.9 million at December 31, 2010). Nucor's 50%share of the total net assets of Duferdofin Nucor was $62.4 million at December 31, 2011, resulting in a basis difference of $431.5million due to the step- up to fair value of certain assets and liabilities attributable to Duferdofin Nucor as well as the identification ofgoodwill ($312.5 million) and finite- lived intangible assets. This basis difference, excluding the portion attributable to goodwill, is beingamortized based on the remaining estimated useful lives of the various underlying net assets, as appropriate. Amortization expense andother purchase accounting adjustments associated with the fair value step- up were $11.5 million in 2011 ($11.5 million in 2010 and$15.4 million in 2009).As of December 31, 2011, Nucor had outstanding notes receivable of 30 million ($38.8 million) from Duferdofin Nucor (20 million as ofDecember 31, 2010). The notes receivable bear interest at 3.08% to 3.12% and will reset annually on September 30 to the twelve-month Euro Interbank Offered Rate (Euribor) plus 1% per year. The principal amounts are due on January 31, 2016. Accordingly, thenotes receivable were classified in other assets in the consolidated balance sheets as of December 31, 2011.Nucor has issued a guarantee for its ownership percentage (50%) of up to 112.5 million of Duferdofin Nucor's credit facilities. As ofDecember 31, 2011, Duferdofin Nucor had 105.1 million outstanding under these credit facilities. The portion of the amount outstandingthat was guaranteed by Nucor was 52.6 million ($68.0 million). Nucor has not recorded any liability associated with the guarantee.In April 2010, Nucor acquired a 50% economic and voting interest in NuMit LLC. NuMit owns 100% of the equity interest in SteelTechnologies LLC, an operator of 25 sheet processing facilities located throughout the U.S., Canada and Mexico. Nucor accounts forthe investment in NuMit (on a one- month lag basis) under the equity method as control and risk of loss are shared equally between themembers. The acquisition did not result in a significant amount of goodwill or intangible assets.Nucor's investment in NuMit at December 31, 2011 was $259.3 million ($229.1 million as of December 31, 2010), comprised of thepurchase price of approximately $221.3 million plus subsequent additional capital contributions and equity method earnings sinceacquisition. Nucor also has recorded a $40.0 million note receivable from Steel Technologies LLC that bears interest at 1.27% andresets quarterly to the three- month London Interbank Offered Rate (LIBOR) plus 90 basis points. The principal amount is due onOctober 21, 2014. In addition, Nucor has extended a $120.0 million line of credit (of which $55.0 million was outstanding atDecember 31, 2011) to Steel Technologies. As of December 31, 2011, the amounts outstanding on the line of credit bear interest at1.96% and mature on April 1, 2012. The note receivable was classified in other assets and the amount outstanding on the line of creditwas classified in other current assets in the consolidated balance sheets.Nucor reviews its equity investments for impairment if and when circumstances indicate that a decline in value below its carryingamount may have occurred. In the fourth quarter of 2011, the Company concluded it had a triggering event requiring assessment forimpairment of its equity investment in Duferdofin Nucor due to the continued declines in the global demand for steel. Diminisheddemand began to significantly impact the financial results of Duferdofin Nucor in 2009 and continued to impact the results of Nucor'sequity investment through 2011. After completing its assessment, the Company determined that the estimated fair value approximatedits carrying amount and that there was no impairment of the Company's investment in Duferdofin Nucor. Nucor determines theestimated fair value of its investment in Duferdofin Nucor using a discounted cash flow model, based on a weighted- average of multiplediscounted cash flow scenarios. The assumptions that most significantly affect the fair value determination include projected revenuesand the discount rate. The Company will continue to monitor trends in the global demand for steel, specifically within the Europeanmarket in which Duferdofin Nucor operates, as well as other general economic and currency matters. It is reasonably possible thatbased on actual performance in the near term the estimates used in our valuation as of December 31, 2011 could change and result inan impairment of our investment.In the third quarter of 2011, the Company concluded that an equity investment in a dust recycling project had been impaired, resulting inan impairment charge of $13.9 million. This charge is included in marketing, administrative and other expenses in the consolidatedstatements of earnings.

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In December 2010, Nucor and its joint venture partners agreed to permanently close the HIsmelt plant in Kwinana, Western Australia.Nucor has a 25% interest in the joint venture that will be terminated. Nucor recorded a pre- tax charge of $10.0 million in the fourthquarter of 2010 (none in 2011 and 2009) in marketing, administrative and other expenses for its portion of the estimated closure costs.11. CURRENT LIABILITIESBook overdrafts, included in accounts payable in the consolidated balance sheets, were $53.6 million at December 31, 2011 ($63.0million at December 31, 2010). Dividends payable, included in accrued expenses and other current liabilities in the consolidatedbalance sheets, were $116.3 million at December 31, 2011 ($115.2 million at December 31, 2010).12. DEBT AND OTHER FINANCING ARRANGEMENTS

(in thousands)December 31, 2011 2010

Industrial revenue bonds:0.11% to 1.7%, variable,due from 2014 to 2040 $ 1,030,200 $ 1,030,200Notes, 4.875%, due 2012 350,000 350,000Notes, 5.0%, due 2012 300,000 300,000Notes, 5.0%, due 2013 250,000 250,000Notes, 5.75%, due 2017 600,000 600,000Notes, 5.85%, due 2018 500,000 500,000Notes, 4.125%, due 2022 600,000 600,000Notes, 6.40%, due 2037 650,000 650,000

4,280,200 4,280,200Less current maturities (650,000) -

$ 3,630,200 $ 4,280,200

Annual aggregate long- term debt maturities are: $650.0 million in 2012; $250.0 million in 2013; $3.3 million in 2014; $16.3 million in2015; none in 2016; and $3.361 billion thereafter.In December 2011, Nucor received increased commitments under the unsecured revolving credit facility to provide for up to $1.50 billionin revolving loans. The amended multi- year revolving credit agreement matures in December 2016 and allows up to $500.0 million inadditional commitments at Nucor's election in accordance with the terms set forth in the credit agreement. Up to the equivalent of$850.0 million of the credit facility is available for foreign currency loans, up to $500.0 million is available for the issuance of letters ofcredit, and up to $500.0 million is available for the issuance of revolving loans for Nucor subsidiaries in accordance with terms set forthin the credit agreement. The credit facility provides for a pricing grid based upon the credit rating of Nucor's senior unsecured long- termdebt and, alternatively, interest rates quoted by lenders in connection with competitive bidding. The credit facility includes customaryfinancial and other covenants, including a limit on the ratio of funded debt to capital of 60%, a limit on Nucor's ability to pledge theCompany's assets and a limit on consolidations, mergers and sales of assets. As of December 31, 2011, Nucor's funded debt to totalcapital ratio was 36%, and Nucor was in compliance with all covenants under the credit facility. No borrowings were outstanding underthe credit facility as of December 31, 2011 and 2010.Harris Steel has credit facilities totaling approximately $33.8 million, with $1.6 million of borrowings outstanding at December 31, 2011.In addition, the business of Nucor Trading S.A. is financed by trade credit arrangements totaling approximately $25.0 million with anumber of Swiss- based banking institutions. These arrangements, principally trade finance facilities, are non- recourse to Nucor and itsother subsidiaries. As of December 31, 2011, Nucor Trading S.A. had outstanding borrowings of $0.3 million and outstandingguarantees of $0.1 million.Letters of credit totaling $29.8 million were outstanding as of December 31, 2011 related to certain obligations, including workers'compensation, utilities deposits and credit arrangements by Nucor Trading S.A. for commitments to purchase inventories.Nucor capitalized $3.5 million of interest expense in 2011 ($0.9 million in 2010 and $16.4 million in 2009) related to the borrowing costsassociated with various construction projects.

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13. CAPITAL STOCKThe par value of Nucor's common stock is $0.40 per share and there are 800 million shares authorized. In addition, 250,000 shares ofpreferred stock, par value of $4.00 per share, are authorized, with preferences, rights and restrictions as may be fixed by Nucor's boardof directors. There are no shares of preferred stock issued or outstanding.In 2001, the board of directors adopted a Stockholder Rights Plan in which one right was distributed as a dividend for each Nucorcommon share outstanding. The rights had no voting power and expired on March 8, 2011.14. DERIVATIVE FINANCIAL INSTRUMENTSThe following tables summarize information regarding Nucor's derivative instruments:Fair Value of Derivative Instruments

(in thousands)Fair Value

December 31,Balance Sheet

Location 2011 2010

Asset derivatives notdesignated as hedginginstruments:Commodity contracts Other current

assets $ 5,071 $ -Foreign exchange contracts Other current

assets - 266

Total asset derivatives notdesignated as hedginginstruments $ 5,071 $ 266

Liability derivativesdesignated as hedginginstruments:Commodity contracts Accrued expenses

and other currentliabilities $(21,100) $ (8,900)

Commodity contracts Deferred creditsand other liabilities - (54,800)

Total liability derivativesdesignated as hedginginstruments (21,100) (63,700)

Liability derivatives notdesignated as hedginginstruments:Commodity contracts Accrued expenses

and other currentliabilities - (2,961)

Foreign exchange contracts Accrued expensesand other currentliabilities (334) -

Total liability derivatives notdesignated as hedginginstruments (334) (2,961)

Total liability derivatives $(21,434) $(66,661)

The Effect of Derivative Instruments on the Consolidated Statements of Earnings

Derivatives Designated as Hedging Instruments (in thousands)Derivatives

in CashFlow

HedgingRelationships

Statement ofEarningsLocation

Amount of Gain or (Loss)Recognized

in OCI on Derivative(Effective Portion)

Amount of Gain or (Loss)Reclassified from Accumulated

OCI into Earnings(Effective Portion)

Amount of Gain or (Loss)Recognized

in Earnings on Derivative(Ineffective Portion)

2011 2010 2009 2011 2010 2009 2011 2010 2009

Commoditycontracts

Cost ofproductssold $ (8,454) $ (29,957) $ (48,616) $ (37,093) $ (35,141) $ (40,543) $ 600 $ 600 $ (1,700)

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Derivatives Not Designated asHedging Instruments (in thousands)Derivatives

NotDesignatedas HedgingInstruments

Statement of EarningsLocation

Amount of Gain or (Loss) Recognizedin Earnings on Derivative

2011 2010 2009

Commoditycontracts Cost of products sold $11,757 $(1,417) $(4,887) Foreignexchangecontracts Cost of products sold (665) 907 (3,050) Total $11,092 $ (510) $(7,937)

At December 31, 2011, natural gas swaps covering 3.6 million MMBTUs and foreign currency contracts with a notional value of $9.2million were outstanding.At December 31, 2011, $40.7 million of net deferred losses on cash flow hedges on natural gas forward purchase contracts included inaccumulated other comprehensive income are expected to be reclassified into earnings, due to the settlement of forecastedtransactions, during the next twelve months assuming no change in the forward commodity prices from December 31, 2011. As ofDecember 31, 2011, Nucor is hedging a portion of its exposure to the variability of future cash flows for forecasted natural gaspurchases over the next year.Nucor has also entered into various natural gas purchase contracts, which effectively commit Nucor to the following purchases ofnatural gas to be used for production: $91.4 million in 2012; $38.6 million in 2013; $29.2 million in 2014; $28.3 million in 2015; $27.9million in 2016; and $373.6 million between 2017 and 2028. These natural gas purchase contracts will primarily supply our directreduced iron facility in Trinidad.Nucor does not anticipate non- performance by the counterparties in any of these derivative instruments given their current creditratings, and no material loss is expected from non- performance by any one of such counterparties.15. FAIR VALUE MEASUREMENTSThe following table summarizes information regarding Nucor's financial assets and financial liabilities that are measured at fair value asof December 31, 2011. Nucor does not currently have any non- financial assets or liabilities that are measured at fair value on arecurring basis.

(in thousands)

Fair Value Measurements at Reporting Date Using

December 31,

CarryingAmount in

ConsolidatedBalance Sheets

Quoted Pricesin Active Markets

for Identical Assets(Level 1)

SignificantOther Observable

Inputs(Level 2)

SignificantUnobservable

Inputs(Level 3)

2011Assets:Cashequivalents $1,012,122 $1,012,122 $ -Short- terminvestments 1,362,641 1,362,641 -Commoditycontracts 5,071 - 5,071Restrictedcash andinvestments 585,833 585,833 - ________Totalassets $2,965,667 $2,960,596 $ 5,071 -Liabilities:Foreignexchangeandcommoditycontracts $ (21,434) - $(21,434) -

2010Assets:

$1,156,240 $1,156,240 $ -

CashequivalentsShort- terminvestments 1,153,623 1,153,623 -Foreignexchangecontracts 266 - 266Restrictedcash 598,482 598,482 - ________Totalassets $2,908,611 $2,908,345 $ 266 -Liabilities:Commoditycontracts $ (66,661) - $(66,661) -

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Fair value measurements for Nucor's cash equivalents, short- term investments and restricted cash and investments are classifiedunder Level 1 because such measurements are based on quoted market prices in active markets for identical assets. Fair valuemeasurements for Nucor's derivatives are classified under Level 2 because such measurements are based on published market pricesfor similar assets or are estimated based on observable inputs such as interest rates, yield curves, credit risks, spot and futurecommodity prices and spot and future exchange rates.The fair value of short- term and long- term debt, including current maturities, was approximately $4.76 billion at December 31, 2011($4.59 billion at December 31, 2010). The fair value estimates were based on readily available market prices of our debt atDecember 31, 2011 and 2010, or similar debt with the same maturities, rating and interest rates.16. CONTINGENCIESNucor is subject to environmental laws and regulations established by federal, state and local authorities, and, accordingly, makesprovision for the estimated costs of compliance. Of the undiscounted total of $31.4 million of accrued environmental costs atDecember 31, 2011 ($35.0 million at December 31, 2010), $14.4 million was classified in accrued expenses and other current liabilities($13.5 million at December 31, 2010) and $17.0 million was classified in deferred credits and other liabilities ($21.5 million atDecember 31, 2010). Inherent uncertainties exist in these estimates primarily due to unknown conditions, evolving remediationtechnology, and changing governmental regulations and legal standards.Nucor has been named, along with other major steel producers, as a co- defendant in several related antitrust class- action complaintsfiled by Standard Iron Works and other steel purchasers in the United States District Court for the Northern District of Illinois. Theplaintiffs allege that from January 2005 through 2008, eight steel manufacturers, including Nucor, engaged in anticompetitive activitieswith respect to the production and sale of steel. The plaintiffs seek monetary and other relief. Although we believe the plaintiffs' claimsare without merit and will vigorously defend against them, we cannot at this time predict the outcome of this litigation or estimate therange of Nucor's potential exposure.Other contingent liabilities with respect to product warranties, legal proceedings and other matters arise in the normal course ofbusiness. Nucor maintains liability insurance for certain risks that arise that are also subject to certain self- insurance limits. Althoughthe outcome of the claims and proceedings against us cannot be predicted with certainty, management believes that there are noexisting claims or proceedings that are likely to have a material adverse effect on the consolidated financial statements.17. STOCK- BASED COMPENSATIONStock Options Stock options may be granted to Nucor's key employees, officers and non- employee directors with exercise prices at100% of the market value on the date of the grant. The stock options granted prior to 2006 were exercisable six months after grant dateand have a term of seven years. The stock options granted in 2010 and 2011 are exercisable at the end of three years and have a termof ten years. Nucor did not grant any options during 2009. New shares are issued upon exercise of stock options.A summary of activity under Nucor's stock option plans is as follows:

(shares in thousands) Year EndedDecember 31, 2011 2010 2009

Shares

Weighted-AverageExercise

Price Shares

Weighted-AverageExercise

Price Shares

Weighted-AverageExercise

Price Number ofshares underoption: Outstandingat beginning ofyear 983 $29.14 1,060 $21.95 1,299 $20.80 Granted 560 $42.34 242 $41.43 - - Exercised (387) $20.96 (319) $14.60 (239) $15.69 Canceled - - - - - - Outstandingat end of year 1,156 $38.26 983 $29.14 1,060 $21.95

Optionsexercisable atend of year 354 $29.67 741 $25.12 1,060 $21.95

56 XX

The shares reserved for future grants as of December 31, 2011, 2010 and 2009 are reflected in the restricted stock units table below.The total intrinsic value of options (the amount by which the stock price exceeded the exercise price of the option on the date ofexercise) that were exercised during 2011 was $7.6 million ($8.5 million in 2010 and $7.0 million in 2009).The following table summarizes information about stock options outstanding at December 31, 2011:

(shares in thousands)

Options Outstanding Options Exercisable

Range of Exercise Prices Number

Outstanding

Weighted- Average

Remaining Contractual Life

Weighted- Average

Exercise Price Number

Exercisable

Weighted- Average

Exercise Price

$25.00 $30.00 201 0.7 years $28.86 201 $28.86 30.01 35.00 153 0.2 years $30.73 153 $30.73 35.01 40.00 - - - - -40.01 42.34 802 9.1 years $42.07 - -

$25.00 $42.34 1,156 6.5 years $38.26 354 $29.67

As of December 31, 2011, the total aggregate intrinsic value of both options outstanding and options exercisable was $3.5 million.Options for which the exercise price exceeded the closing market price of a share of the Company's common stock at December 31,2011 were excluded from the calculation of aggregate intrinsic value.The grant date fair value of options granted was $15.37 in 2011 ($15.50 in 2010). The fair value was estimated using the Black-Scholes option- pricing model with the following assumptions:

2011 2010

Exercise price $ 42.34 $ 41.43 Expected dividendyield 3.42% 3.48% Expected stock pricevolatility 49.40% 50.58% Risk- free interest rate 2.39% 2.75% Expected life (in years) 6.5 6.5

Compensation expense for stock options was $9.9 million in 2011 ($0.7 in 2010 and none in 2009). As of December 31, 2011,unrecognized compensation expense related to options was $1.8 million, which is expected to be recognized over 1.4 years.Restricted Stock Units Nucor annually grants restricted stock units (RSUs) to key employees, officers and non- employee directors.The RSUs typically vest and are converted to common stock in three equal installments on each of the first three anniversaries of thegrant date. A portion of the RSUs awarded to senior officers vest upon the officer's retirement. Retirement, for purposes of vesting inthese units only, means termination of employment with approval of the Compensation and Executive Development Committee of theBoard of Directors after satisfying age and years of service requirements. RSUs granted to non- employee directors are fully vested onthe grant date and are payable to the non- employee director in the form of common stock after the termination of the director's serviceon the board of directors.RSUs granted to employees who are eligible for retirement on the date of grant are expensed immediately, and RSUs granted toemployees who will become retirement- eligible prior to the end of the vesting term are expensed over the period through which theemployee will become retirement- eligible since these awards vest upon retirement from the Company. Compensation expense forRSUs granted to employees who are not retirement- eligible is recognized on a straight- line basis over the vesting period.Cash dividend equivalents are paid to participants each quarter. Dividend equivalents paid on units expected to vest are recognized asa reduction in retained earnings.The fair value of the RSUs is determined based on the closing stock price of Nucor's common stock on the day before the grant.

57

A summary of Nucor's restricted stock unit activity is as follows:

(shares in thousands) YearEndedDecember 31, 2011 2010 2009

Shares Grant Date Fair Value Shares

Grant Date Fair Value Shares

Grant Date Fair Value

Restrictedstock units: Unvested atbeginning ofyear 1,203 $49.96 1,464 $54.69 1,139 $67.67 Granted 490 $42.34 462 $43.05 1,147 $43.91 Vested (713) $50.04 (709) $55.24 (805) $57.58 Canceled (18) $46.06 (14) $49.52 (17) $60.44 Unvested atend of year 962 $46.09 1,203 $49.96 1,464 $54.69

Sharesreserved forfuture grants(stockoptions andRSUs) 13,695 14,777 15,878

Compensation expense for RSUs was $31.6 million in 2011 ($37.0 million in 2010 and $47.3 million in 2009). The total fair value ofshares vested during 2011 was $29.3 million ($30.4 million in 2010 and $37.2 million in 2009). As of December 31, 2011, unrecognizedcompensation expense related to unvested RSUs was $24.0 million, which is expected to be recognized over a weighted- averageperiod of 1.6 years.Restricted Stock Awards Nucor's Senior Officers Long- Term Incentive Plan (the LTIP) and Annual Incentive Plan (the AIP) authorizethe award of shares of common stock to officers subject to certain conditions and restrictions.The LTIP provides for the award of shares of restricted common stock at the end of each LTIP performance measurement period at nocost to officers if certain financial performance goals are met during the period. One- third of the LTIP restricted stock award vests uponeach of the first three anniversaries of the award date or, if earlier, upon the officer's attainment of age fifty- five while employed byNucor. Although participants are entitled to cash dividends and may vote such awarded shares, the sale or transfer of such shares islimited during the restricted period.The AIP provides for the payment of annual cash incentive awards. An AIP participant may elect, however, to defer payment of up toone- half of an annual incentive award. In such event, the deferred AIP award is converted into common stock units and credited with adeferral incentive, in the form of additional common stock units, equal to 25% of the number of common stock units attributable to thedeferred AIP award. Common stock units attributable to deferred AIP awards are fully vested. Common stock units credited as adeferral incentive vest upon the AIP participant's attainment of age fifty- five while employed by Nucor. Vested common stock units arepaid to AIP participants in the form of shares of common stock following their termination of employment with Nucor.A summary of Nucor's restricted stock activity under the AIP and LTIP is as follows:

(shares in thousands) YearEndedDecember 31, 2011 2010 2009

Shares Grant Date Fair Value Shares

Grant Date Fair Value Shares

Grant Date Fair Value

Restrictedstock awardsand units: Unvested atbeginning ofyear 141 $44.62 240 $50.75 375 $61.57 Granted 118 $46.41 131 $44.82 256 $32.16

Vested (165) $47.13 (230) $51.13 (391) $48.96 Canceled - - - - - - Unvested atend of year 94 $42.46 141 $44.62 240 $50.75

Sharesreserved forfuture grants 1,482 1,600 1,731

58 XX

Compensation expense for common stock and common stock units awarded under the AIP and LTIP is recorded over the performancemeasurement and vesting periods based on the anticipated number and market value of shares of common stock and common stockunits to be awarded. Compensation expense for anticipated awards based upon Nucor's financial performance, exclusive of amountspayable in cash, was $7.4 million in 2011 ($5.2 million in 2010 and $7.3 million in 2009). The total fair value of shares vested during2011 was $7.3 million ($10.2 million in 2010 and $13.3 million in 2009). As of December 31, 2011, unrecognized compensationexpense related to unvested restricted stock awards was $0.7 million, which is expected to be recognized over a weighted- averageperiod of 1.5 years.18. EMPLOYEE BENEFIT PLANSNucor makes contributions to a Profit Sharing and Retirement Savings Plan for qualified employees based on the profitability of theCompany. Nucor's expense for these benefits totaled $117.7 million in 2011 ($22.1 million in 2010 and $9.6 million in 2009). The relatedliability for these benefits is included in salaries, wages and related accruals.Nucor also has a medical plan covering certain eligible early retirees. The unfunded obligation, included in deferred credits and otherliabilities in the consolidated balance sheets, totaled $13.3 million at December 31, 2011 ($45.5 million at December 31, 2010). Thereduction in the obligation in 2011 was the result of both a change in assumptions primarily due to lower- than- anticipated planparticipation rates and a correction of an error in the actuarial calculation for the plan. Expense associated with this early retiree medicalplan totaled $3.5 million in 2011 ($2.7 million in 2010 and $1.9 million in 2009). We also recorded a non- cash gain of $29.0 million incost of products sold in the fourth quarter of 2011 as a result of the correction of the error. This error did not have a material impact onthe current period or any previously reported periods.The discount rate used was 4.5% in 2011 (5.5% in 2010 and 6.0% in 2009). The health care cost increase trend rate used was 6.7% in2011 (6.8% in 2010 and 6.9% in 2009). The health care cost increase in the trend rate is projected to decline gradually to 4.5% by 2027.19. INTEREST EXPENSE (INCOME)The components of net interest expense are as follows:

(in thousands) Year EndedDecember 31, 2011 2010 2009

Interest expense $178,812 $161,140 $149,922 Interest income (12,718) (8,047) (15,170) Interest expense,net $166,094 $153,093 $134,752

Interest paid was $177.6 million in 2011 ($151.8 million in 2010 and $158.7 million in 2009).20. INCOME TAXESComponents of earnings (loss) from continuing operations before income taxes and noncontrolling interests are as follows:

(in thousands) Year EndedDecember 31, 2011 2010 2009

United States $1,241,465 $260,794 $(353,463) Foreign 10,347 6,321 (60,515)

$1,251,812 $267,115 $(413,978)

59

The provision (benefit) for income taxes consists of the following:

(in thousands) Year EndedDecember 31, 2011 2010 2009

Current: Federal $329,076 $(66,462) $(258,683) State 1,685 (19,297) (22,274) Foreign 2,016 8,289 15,611 Total current 332,777 (77,470) (265,346)

Deferred: Federal 55,124 138,662 115,630 State 10,400 12,223 (10,354) Foreign (7,473) (12,623) (16,730) Total deferred 58,051 138,262 88,546

Total provision(benefit) forincome taxes $390,828 $ 60,792 $(176,800)

A reconciliation of the federal statutory tax rate (35%) to the total provision is as follows:

Year EndedDecember 31, 2011 2010 2009

Taxes computed atstatutory rate 35.00% 35.00% 35.00% State income taxes,net of federal incometax benefit 0.63 (1.72) 5.12 Federal researchcredit (0.28) (1.19) 0.84 Domesticmanufacturingdeduction (2.21) - (0.13) Equity in losses offoreign joint venture 0.64 3.09 (5.93) Foreign ratedifferential (0.92) (3.83) 2.79 Noncontrollinginterests (2.32) (9.47) 4.77 Other, net 0.68 0.88 0.25

Provision for incometaxes 31.22% 22.76% 42.71%

60 XX

Deferred tax assets and liabilities resulted from the following:

(in thousands)

December 31, 2011 2010

Deferred tax assets:Accrued liabilities andreserves $ 115,752 $ 115,095Allowance for doubtfulaccounts 14,088 16,809Inventory 142,236 140,676Post- retirement benefits 8,260 17,889Natural gas hedges 22,433 42,469Net operating losscarryforward 25,739 50,529Cumulative translationadjustments 2,254 506Tax credit carryforwards 39,700 24,000Total deferred tax assets 370,462 407,973

Deferred tax liabilities:Holdbacks and amountsnot due under contracts (9,406) (13,007) Intangibles (236,627) (250,247) Property, plant andequipment (461,915) (406,889) Total deferred taxliabilities (707,948) (670,143)

Total net deferred taxliabilities $(337,486) $(262,170)

Current deferred tax assets were $195.9 million at December 31, 2011 ($186.0 million at December 31, 2010). Non- current deferredtax liabilities were $533.4 million at December 31, 2011 ($448.2 million at December 31, 2010). Nucor paid $322.4 million in net federal,state and foreign income taxes in 2011 (received $245.0 million in refunds in 2010 and paid $213.2 million in 2009).Cumulative undistributed foreign earnings for which U.S. taxes have not been provided are included in consolidated retained earnings inthe amount of $168.0 million at December 31, 2011 ($141.0 million at December 31, 2010). These earnings are considered to beindefinitely reinvested and, accordingly, no provisions for U.S. federal and state income taxes are required. It is not practicable todetermine the amount of unrecognized deferred tax liability related to the unremitted earnings.State net operating loss carryforwards were $490.8 million at December 31, 2011 ($843.0 million at December 31, 2010). If unused,they will expire between 2014 and 2031. Foreign net operating loss carryforwards were $66.2 million at December 31, 2011 ($81.2million at December 31, 2010). If unused, they will expire between 2027 and 2030.At December 31, 2011, Nucor had approximately $80.9 million of unrecognized tax benefits, of which $78.5 million would affect Nucor'seffective tax rate, if recognized. At December 31, 2010, Nucor had approximately $92.8 million of unrecognized tax benefits, of which$85.3 million would affect Nucor's effective tax rate, if recognized.

61

A reconciliation of the beginning and ending amounts of unrecognized tax benefits recorded in deferred credits and other liabilities is asfollows:

(in thousands) Year EndedDecember 31, 2011 2010 2009

Balance at beginningof year $92,752 $108,587 $ 87,734 Additions based ontax positions relatedto current year 6,733 1,983 2,422 Reductions based ontax positions relatedto current year (3,160) (1,358) - Additions based ontax positions relatedto prior years 937 5,705 858 Reductions based ontax positions relatedto prior years (2,169) (4,046) (15,540) Additions due tosettlements withtaxing authorities - 2,363 36,317 Reductions due tosettlements withtaxing authorities (958) (3,246) (1,288) Reductions due tostatute of limitationslapse (13,238) (17,236) (1,916)

Balance at end ofyear $80,897 $ 92,752 $108,587

We estimate that in the next twelve months, our gross uncertain tax positions, exclusive of interest, could decrease by as much as$15.5 million, as a result of the expiration of the statute of limitations.During 2011, Nucor recognized $3.6 million of expense in interest and penalties ($5.3 million of benefit in 2010 and $9.9 million ofexpense in 2009). As of December 31, 2011, Nucor had approximately $34.3 million of accrued interest and penalties related touncertain tax positions ($30.6 at December 31, 2010).Nucor has concluded U.S. federal income tax matters for years through 2006. The 2008 to 2011 tax years are open to examination bythe Internal Revenue Service. The years 2004 and 2007 are open to the extent net operating losses were carried back. In 2011 theCanada Revenue Agency completed an audit examination for the periods 2006 to 2008 for Harris Steel Group Inc. and subsidiaries withimmaterial adjustments to the income tax returns. The tax years 2008 through 2011 remain open to examination by other major taxingjurisdictions to which Nucor is subject (primarily Canada and other state and local jurisdictions).

62 XX

21. EARNINGS (LOSS) PER SHAREThe computations of basic and diluted net earnings (loss) per share are as follows:

(in thousands, except per share data) Year EndedDecember 31, 2011 2010 2009

Basic net earnings(loss) per share: Basic net earnings(loss) $778,188 $134,092 $(293,613) Earnings allocated toparticipating securities (2,653) (1,823) (1,946)

Net earnings (loss)available to commonstockholders $775,535 $132,269 $(295,559)

Average sharesoutstanding 316,997 315,962 314,873

Basic net earnings(loss) per share $2.45 $0.42 ($0.94)

Diluted net earnings(loss) per share: Diluted net earnings(loss) $778,188 $134,092 $(293,613) Earnings allocated toparticipating securities (2,654) (1,823) (1,946)

Net earnings (loss)available to commonstockholders $775,534 $132,269 $(295,559)

Diluted averageshares outstanding:Basic sharesoutstanding 316,997 315,962 314,873Dilutive effect of stockoptions and other 164 548 -

317,161 316,510 314,873

Diluted net earnings(loss) per share $2.45 $0.42 ($0.94)

Stock options to purchase 0.8 million, 0.2 million and 1.1 million shares of common stock for 2011, 2010 and 2009, respectively, wereexcluded from the computation of diluted earnings per common share because their effect would have been antidilutive.22. SEGMENTSNucor reports its results in the following segments: steel mills, steel products and raw materials. The steel mills segment includescarbon and alloy steel in sheet, bars, structural and plate, and Nucor's equity method investments in Duferdofin Nucor and NuMit. Thesteel products segment includes steel joists and joist girders, steel deck, fabricated concrete reinforcing steel, cold finished steel, steelfasteners, metal building systems, light gauge steel framing, steel grating and expanded metal, and wire and wire mesh. The rawmaterials segment includes DJJ, a scrap broker and processor; Nu- Iron Unlimited, a facility that produces DRI used by the steel mills; aDRI facility under construction in Louisiana; and certain equity method investments. The "All other" category primarily includes Nucor'ssteel trading businesses. The segments are consistent with the way Nucor manages its business, which is primarily based upon thesimilarity of the types of products produced and sold by each segment.Net interest expense, other income, profit sharing expense, stock- based compensation and changes in the LIFO reserve are shownunder Corporate/eliminations. Corporate assets primarily include cash and cash equivalents, short- term investments, restricted cash

and investments, allowances to eliminate intercompany profit in inventory, fair value of natural gas hedges, deferred income tax assets,federal income taxes receivable, the LIFO reserve and investments in and advances to affiliates.

63

Nucor's segment results are as follows:

(in thousands) Year EndedDecember 31, 2011 2010 2009

Net sales to externalcustomers:Steel mills $ 13,960,245 $ 10,860,760 $ 7,159,512Steel products 3,431,490 2,831,209 2,691,322Raw materials 2,128,391 1,814,329 1,076,964All other 503,438 338,329 262,498

$ 20,023,564 $ 15,844,627 $ 11,190,296

Intercompany sales:Steel mills $ 2,405,590 $ 1,719,937 $ 1,027,167Steel products 55,646 43,565 27,453Raw materials 10,436,379 8,052,986 3,402,084All other 24,869 8,616 10,888Corporate/eliminations (12,922,484) (9,825,104) (4,467,592)

$ - $ - $ -

Depreciation expense:Steel mills $ 371,984 $ 370,458 $ 357,722Steel products 53,272 58,429 57,988Raw materials 92,250 78,308 75,699All other 56 90 105Corporate 5,009 4,862 2,521

$ 522,571 $ 512,147 $ 494,035

Amortization expense:Steel mills $ - $ 262 $ 400Steel products 38,743 40,745 40,705Raw materials 28,215 28,577 30,412All other 871 871 871Corporate - - -

$ 67,829 $ 70,455 $ 72,388

Earnings (loss) beforeincome taxes and noncontrollinginterests:Steel mills $ 1,703,933 $ 778,946 $ (350,372) Steel products (60,282) (173,433) (112,800) Raw materials 150,029 106,317 (76,965) All other 4,296 4,344 (14,130) Corporate/eliminations (546,164) (449,059) 140,289

$ 1,251,812 $ 267,115 $ (413,978)

Segment assets:Steel mills $ 6,243,965 $ 5,969,846 $ 5,446,028Steel products 2,903,281 2,835,812 2,707,678Raw materials 2,916,226 2,710,544 2,417,649All other 152,107 170,174 138,286

Corporate/eliminations 2,354,771 2,235,534 1,862,263

$ 14,570,350 $ 13,921,910 $ 12,571,904

Capital expenditures:Steel mills $ 181,178 $ 186,236 $ 217,690Steel products 20,918 21,321 37,601Raw materials 245,337 125,536 113,000All other 15 24 74Corporate 3,179 12,177 22,135

$ 450,627 $ 345,294 $ 390,500

64 XX

Net sales by product are as follows. Further product group breakdown is impracticable.

(in thousands) Year EndedDecember 31, 2011 2010 2009

Net sales to externalcustomers: Sheet $ 5,967,756 $ 4,952,236 $ 2,877,140 Bar 3,733,716 2,668,706 2,042,471 Structural 2,049,907 1,633,203 1,275,795 Plate 2,208,866 1,606,615 964,106 Steel products 3,431,490 2,831,209 2,691,322 Raw materials 2,128,391 1,814,329 1,076,964 All other 503,438 338,329 262,498

$ 20,023,564 $ 15,844,627 $ 11,190,296

23. QUARTERLY INFORMATION (UNAUDITED)

(in thousands, except per share data) Year EndedDecember 31, First Quarter Second Quarter Third Quarter Fourth Quarter

2011Net sales $4,833,934 $5,107,809 $5,252,144 $4,829,677 Gross margin(1) 438,409 666,218 475,861 368,109 Net earnings(2) 181,122 321,578 200,111 158,173 Net earningsattributable toNucorstockholders(2) 159,841 299,773 181,518 137,056

Net earningsper share:Basic 0.50 0.94 0.57 0.43 Diluted 0.50 0.94 0.57 0.43

2010Net sales $3,654,842 $4,195,966 $4,140,069 $3,853,750 Gross margin(3) 212,795 308,037 190,290 132,543 Net earnings(4) 41,194 106,218 50,024 8,887 Net earnings(loss)attributable toNucorstockholders(4) 30,964 90,992 23,495 (11,359)

Net earnings(loss) pershare:Basic 0.10 0.29 0.07 (0.04) Diluted 0.10 0.29 0.07 (0.04)

(1)Nucor incurred LIFO charges of $31.0 million, $32.0 million, $28.0 million and $51.8 million in the first, second, third and fourth quarters,respectively. In the fourth quarter, Nucor recognized a gain of $29.0 million related to the correction of an error in the actuarial calculationassociated with the medical plan covering certain eligible early retirees.

(2)The third quarter includes a pre- tax charge of $13.9 million for impairment of Nucor's equity investment in a dust recycling project.

(3)Nucor incurred LIFO charges of $24.0 million, $67.0 million, $50.0 million and $23.0 million in the first, second, third and fourth quarters,respectively.

(4)The fourth quarter included a charge of $10.0 million for Nucor's share of the estimated closure costs of the HIsmelt plant.

68 CORPORATE AND STOCK DATA

CORPORATE OFFICE

1915 Rexford RoadCharlotte, North Carolina 28211Phone 704/366- 7000Fax 704/362- 4208

STOCK TRANSFERSDIVIDEND DISBURSINGDIVIDEND REINVESTMENT

American Stock Transfer & Trust Company, LLC6201 15th AvenueBrooklyn, New York 11219Phone 877/715- 0504Fax 718/236- 2641

ANNUAL MEETING

The 2011 annual meeting of stockholders will be held at 10:00 a.m. on Thursday, May 10, 2012, at the Charlotte MarriottSouthPark, 2200 Rexford Road, Charlotte, NC.

STOCK LISTING

Nucor's common stock is traded on the New York Stock Exchange under the symbol NUE. As of January 31, 2012, there wereapproximately 19,000 stockholders of record.

FORM 10- K

A copy of Nucor's 2011 annual report filed with the Securities and Exchange Commission (SEC) on Form 10- K is available tostockholders upon request.

INTERNET ACCESS

Nucor's annual report on Form 10- K, quarterly reports on Form 10- Q, current reports on Form 8- K, and all amendments tothese reports, are available without charge through Nucor's website, www.nucor.com, as soon as reasonably practicable afterNucor files these reports electronically with or furnishes them to the SEC. Additional information available on our websiteincludes our Corporate Governance Principles, Board of Directors Committee Charters, Standards of Business Conduct andEthics, and Code of Ethics for Senior Financial Professionals as well as various other financial and statistical data.

STOCK PRICE AND DIVIDENDS PAID

FirstQuarter

SecondQuarter

ThirdQuarter

FourthQuarter

2011 Stock price: High $49.24 $48.00 $41.70 $41.57 Low 42.81 38.90 30.72 29.82 Dividends paid 0.3625 0.3625 0.3625 0.3625 2010 Stock price: High $50.72 $48.06 $40.90 $44.87

Low 38.93 37.31 35.71 37.00 Dividends paid 0.36 0.36 0.36 0.36STOCK PERFORMANCEThis graphic comparison assumes the investment of $100 in Nucor Corporation common stock, $100 in the S&P 500 Index and $100 inthe S&P Steel Group Index, all at year- end 2006. The resulting cumulative total return assumes that cash dividends were reinvested.Nucor common stock comprised 41% of the S&P Steel Group Index at year end 2011 (48% at year- end 2006).

THIS ANNUAL REPORT HAS BEEN PRINTED ON RECYCLED PAPER.

Exhibit 21Nucor Corporation2011 Form 10- K

Subsidiaries

SubsidiaryState/Jurisdictionof Incorporation

Nucor Steel Auburn, Inc. DelawareNucor Steel Birmingham, Inc. DelawareNucor Steel Decatur, LLC DelawareNucor Steel Jackson, Inc. DelawareNucor Steel Kankakee, Inc. DelawareNucor Steel Kingman, LLC DelawareNucor Steel Marion, Inc. DelawareNucor Steel Memphis, Inc. DelawareNucor Steel Seattle, Inc. DelawareNucor Steel Tuscaloosa, Inc. DelawareNucor- Yamato Steel Company DelawareNu- Iron Unlimited TrinidadNucor Castrip Arkansas LLC DelawareHarris Steel Inc. DelawareHarris U.S. Holdings Inc. DelawareHarris Steel ULC CanadaMagnatrax Corporation DelawareThe David J. Joseph Company DelawareAmbassador Steel Corporation IndianaNucor Energy Holdings, Inc. Delaware

Exhibit 23Nucor Corporation2011 Form 10- K

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S- 8 (Numbers 333- 174313, 333- 108749, 333- 108751and 333- 167070) and on Form S- 3ASR (Number 333- 176786) of Nucor Corporation of our report dated February 28, 2012 relating to the financialstatements and the effectiveness of internal control over financial reporting, which appears in the Annual Report to Stockholders, which isincorporated in this Annual Report on Form 10- K. We also consent to the incorporation by reference of our report dated February 28, 2012 relatingto the financial statement schedule, which appears in this Form 10- K./s/ PricewaterhouseCoopers LLPCharlotte, North CarolinaFebruary 28, 2012

1

Exhibit 31Nucor Corporation2011 Form 10- K

NUCOR CORPORATIONSection 302 Certifications

I, Daniel R. DiMicco, certify that:

1. I have reviewed this annual report on Form 10- K of Nucor Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleadingwith respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presentin all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a- 15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in ExchangeAct Rules 13a- 15(f) and 15d- 15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or personsperforming the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting.

February 28, 2012 /s/ Daniel R. DiMiccoDaniel R. DiMiccoChairman andChief Executive Officer

Exhibit 31(i)Nucor Corporation2011 Form 10- K

NUCOR CORPORATIONSection 302 Certifications

I, James D. Frias, certify that:

1. I have reviewed this annual report on Form 10- K of Nucor Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances under which such statements were made, not misleadingwith respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly presentin all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, theperiods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures(as defined in Exchange Act Rules 13a- 15(e) and 15d- 15(e)) and internal control over financial reporting (as defined in ExchangeAct Rules 13a- 15(f) and 15d- 15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under oursupervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which this report is being prepared;b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's mostrecent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likelyto materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or personsperforming the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which arereasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; andb) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internalcontrol over financial reporting.

February 28, 2012 /s/ James D. FriasJames D. FriasChief Financial Officer, Treasurerand Executive Vice President

Exhibit 32Nucor Corporation2011 Form 10- K

Certification of Principal Executive OfficerPursuant to Section 906 of the Sarbanes- Oxley Act of 2002

(18 U.S.C. 1350)In connection with the Annual Report of Nucor Corporation (the "Registrant"), on Form 10- K for the year ended December 31, 2011, asfiled with the Securities and Exchange Commission (the "Report"), I, Daniel R. DiMicco, Chairman and Chief Executive Officer (principalexecutive officer) of the Registrant, certify, pursuant to § 906 of the Sarbanes- Oxley Act of 2002 (18 U.S.C. § 1350), that to the best of myknowledge:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theRegistrant.

/s/ Daniel R. DiMiccoName: Daniel R. DiMiccoDate: February 28, 2012A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adoptingthe signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided tothe Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10- K and shall not beconsidered filed as part of the Form 10- K.

Exhibit 32(i)Nucor Corporation2011 Form 10- K

Certification of Principal Financial OfficerPursuant to 18 U.S.C. 1350

(Section 906 of the Sarbanes- Oxley Act of 2002)In connection with the Annual Report of Nucor Corporation (the "Registrant"), on Form 10- K for the year ended December 31, 2011, asfiled with the Securities and Exchange Commission (the "Report"), I, James D. Frias, Chief Financial Officer, Treasurer and Executive VicePresident (principal financial officer) of the Registrant, certify, pursuant to § 906 of the Sarbanes- Oxley Act of 2002 (18 U.S.C. § 1350), thatto the best of my knowledge:(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of theRegistrant.

/s/ James D. FriasName: James D. FriasDate: February 28, 2012A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adoptingthe signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided tothe Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Form 10- K and shall not beconsidered filed as part of the Form 10- K.