-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KPoOdATADRC9DuKazD7oP52y+AEPhd5U78802A1BCz0HXk6bUQpdSz0syxLMJxWq lEwmMSIxWB1wmvmJDV7kVg== 0000950168-96-000539.txt : 19960401 0000950168-96-000539.hdr.sgml : 19960401 ACCESSION NUMBER: 0000950168-96-000539 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960329 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUCOR CORP CENTRAL INDEX KEY: 0000073309 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 131860817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04119 FILM NUMBER: 96541145 BUSINESS ADDRESS: STREET 1: 2100 REXFORD RD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043667000 MAIL ADDRESS: STREET 1: 2100 REXFORD ROAD CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR CORP OF AMERICA INC DATE OF NAME CHANGE: 19680911 FORMER COMPANY: FORMER CONFORMED NAME: AZTEC MECHANICAL CONTRACTORS INC DATE OF NAME CHANGE: 19660629 10-K 1 NUCOR CORPORATION 10-K 1995 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For fiscal year ended December 31, 1995 Commission file number 1-4119 NUCOR CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-1860817 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 2100 Rexford Road, Charlotte, North Carolina 28211 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (704) 366-7000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common stock, par value $.40 per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indication by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months, and (2) has been subject to such filing requirements for the past 90 days: Yes X No Indication by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: X Aggregate market value of common stock held by non-affiliates was $4,567,433,099 at February 29, 1996. 87,640,573 shares of common stock were outstanding at February 29, 1996. Documents incorporated by reference include: Portions of 1995 annual report (Parts I, II, III and IV), and proxy statement for 1996 annual stockholders' meeting (Part III). - 1 - PART I Item 1. Business Nucor Corporation was incorporated in Delaware in 1958. The business of Nucor Corporation and its subsidiaries is, and for a number of years has been, the manufacture and sale of steel products, which accounted for all of sales and earnings in 1995, 1994 and 1993. Principal steel products are hot rolled steel (angles, rounds, flats, channels, sheet, wide-flange beams, pilings, billets, blooms and beam blanks), cold rolled steel, cold finished steel, steel joists and joist girders, steel deck, steel fasteners and steel grinding balls. Hot rolled steel is manufactured principally from scrap, utilizing electric furnaces, continuous casting and automated rolling mills. Cold rolled steel, cold finished steel, steel joists and joist girders, steel fasteners and steel grinding balls are manufactured by further processing of hot rolled steel. Steel deck is manufactured from cold rolled steel. Hot rolled steel, cold rolled steel, cold finished steel, steel fasteners, and steel grinding balls are manufactured in standard sizes and inventories are maintained. In 1995, approximately 85% of hot and cold rolled steel production was sold to non-affiliated customers; the remainder was used in the manufacture of other steel products as described above. Hot rolled steel, cold rolled steel and cold finished steel are sold nationally, primarily to steel service centers, fabricators and manufacturers. Steel fasteners are sold to distributors and manufacturers, and steel grinding balls are sold primarily to the mining industry. Steel joists and joist girders, and steel deck are sold to general contractors and fabricators throughout the United States. Substantially all work is to order and no unsold inventories of finished products are maintained. All sales contracts are firm-fixed-price contracts and are normally competitively bid against other suppliers. The primary raw material is ferrous scrap, which is acquired from numerous sources throughout the country. The operating facilities are large consumers of electricity and gas. Supplies of raw materials and energy have been, and are expected to be, adequate to operate the facilities. Steel products are marketed principally through in-house sales forces. The principal competitive factors are price and service. Considerable competition exists from numerous domestic manufacturers and foreign imports. Nucor believes that the most significant factor with respect to its competitive position is its low cost and efficiency of its production processes. The markets which Nucor serves are tied to capital and durable goods spending and are affected by changes in economic conditions. Nucor's backlog of orders was about $610,000,000 at December 31, 1995, and about $715,000,000 at December 31, 1994 (all of which are normally filled within one year). Nucor is highly decentralized and has less than 25 employees in its executive offices. All of Nucor's 6,200 employees are engaged in its steel products business. Additional information on Nucor's business is incorporated by reference to Nucor's 1995 annual report, pages 5, 8, 9, 10, 11 and 12. - 2- Item 2. Properties Principal operating facilities are as follows:
Approximate square footage Principal Location of facilities products Blytheville-Hickman, Arkansas 2,690,000 Steel shapes, flat-rolled steel Norfolk-Stanton, Nebraska 2,050,000 Steel shapes, joists, deck Brigham City-Plymouth, Utah 1,690,000 Steel shapes, joists Darlington-Florence, South Carolina 1,590,000 Steel shapes, joists, deck Grapeland-Jewett, Texas 1,400,000 Steel shapes, joists, deck Crawfordsville, Indiana 1,300,000 Flat-rolled steel
Additional operating facilities are located in Fort Payne, Alabama, Conway, Arkansas, Saint Joe and Waterloo, Indiana, and Wilson, North Carolina, all engaged in the manufacture of steel products. During 1995, the average utilization rate of all operating facilities was approximately 90% of production capacity. Item 3. Legal Proceedings Involvement in various judicial and administrative proceedings, as both plaintiff and defendant, is considered immaterial, and includes matters relating to contracts, torts, environment, taxes, and insurance. Item 4. Submission of Matters to a Vote of Security Holders None during quarter ended December 31, 1995. PART II Item 5. Market for Registrant's Common Stock and Related Stockholder Matters Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Incorporated by reference to Nucor Corporation's 1995 annual report, pages 19 and 13, 13, and 12, respectively. Item 8. Financial Statements and Supplementary Data Incorporated by reference to Nucor Corporation's 1995 annual report, pages 14 to 18. The Report and Consent of Independent Accountants is on Page 6. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures None. - 3 - PART III Item 10. Directors and Executive Officers Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management Incorporated by reference to Nucor Corporation's proxy statement for 1996 annual stockholders' meeting, and page 19 of Nucor Corporation's 1995 Annual Report. Item 13. Certain Relationships and Related Transactions None. PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K Financial Statements and Supplementary Data:
Page Independent auditors report and consent.................................. 6 Consolidated balance sheets........................ (Incorporated by ) Consolidated statements of earnings................ (reference to ) Consolidated statements of stockholders' equity.... (Nucor Corporation's) Consolidated statements of cash flows.............. (1995 annual report,) Notes to consolidated financial statements......... (pages 14 to 18 )
Financial Statement Schedules: All schedules are omitted because they are not required, not applicable, or the information is furnished in the consolidated financial statements or notes. Exhibits: 3 - Restated Certificate of incorporation and by-laws (incorporated by reference to Form 10-K for year ended December 31, 1990) 3(i) - Certificate of amendment dated May 14, 1992, to Restated Certificate of Incorporation (incorporated by reference to Form 10-K for year ended December 31, 1992) 11 - Computation of net earnings per share 13 - 1995 annual report (portions incorporated by reference) 21 - Subsidiaries 22 - Proxy statement for 1996 annual stockholders' meeting 24 - Powers of attorney (also incorporated by reference to Form 10-K for year ended December 31, 1990) 27 - Financial data schedule Reports on Form 8-K: None filed during the quarter ended December 31, 1995. - 4 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed (1) by the Registrant, and (2) on behalf of the Registrant, by its principal executive, financial and accounting officers, and its directors. NUCOR CORPORATION By F. KENNETH IVERSON * H. DAVID AYCOCK F. Kenneth Iverson H. David Aycock Chairman Director F. KENNETH IVERSON * JAMES W. CUNNINGHAM F. Kenneth Iverson James W. Cunningham Chairman and Director Director JOHN D. CORRENTI * JAMES D. HLAVACEK John D. Correnti James D. Hlavacek Vice Chairman, President, Director Chief Executive Officer and Director SAMUEL SIEGEL *By SAMUEL SIEGEL Samuel Siegel Samuel Siegel Vice Chairman, Attorney-in-fact Chief Financial Officer, Treasurer, Secretary and Director TERRY S. LISENBY Terry S. Lisenby Vice President and Corporate Controller Dated: March 28, 1996 - 5 - COOPERS & LYBRAND, L.L.P. Nationsbank Corporate Center 100 North Tryon Street Suite 3400 Charlotte, North Carolina 28202 Report and Consent of Independent Accountants Stockholders and Board of Directors Nucor Corporation Charlotte, North Carolina We have audited the consolidated financial statements of Nucor Corporation and subsidiaries as of December 31, 1995 and 1994, and for each of the three years in the period ended December 31, 1995, which financial statements are included on pages 14 through 18 of the 1995 Annual Report to Shareholders of Nucor Corporation and incorporated by reference herein. These financial statements are the responsibility of Nucor's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Nucor Corporation and subsidiaries as of December 31, 1995 and 1994, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. We consent to the incorporation by reference in the Registration Statements of Nucor Corporation on Form S-8, Numbers 2-84117 (including 2-50058), 2-51735, 33-27120 (including 2-55941 and 2-69914), and 33-56649, and Form S-3, Number 33-47313, of this report on our audits of the consolidated financial statements of Nucor Corporation as of December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994, and 1993. COOPERS & LYBRAND, L.L.P. Charlotte, North Carolina February 20, 1996 -6- EX-11 2 EXHIBIT 11 EXHIBIT 11 - COMPUTATION OF NET EARNINGS PER SHARE
Year ended December 31, 1995 1994 1993 PRIMARY: Primary net earnings.......................... $274,534,505 $226,632,844 $123,509,607 Average shares outstanding: (excludes dilutive effect of employee stock options because less than 3%)......... 87,430,370 87,166,164 86,909,345 Primary net earnings per share................ $3.1400 $2.6000 $1.4211 FULLY DILUTED: Fully diluted net earnings................... $274,534,505 $226,632,844 $123,509,607 Fully diluted average shares outstanding: Primary shares outstanding................. 87,430,370 87,166,164 86,909,345 Dilutive effect of employee stock options.. 182,523 330,650 385,365 87,612,893 87,496,814 87,294,710 Fully diluted net earnings per share......... $3.1335 $2.5902 $1.4149
EX-13 3 EXHIBIT 13 BUSINESS REVIEW Nucor Corporation's business is the manufacture of steel products. During the last five years, the sales of Nucor have increase 134%, from $1,482,000,000 in 1990 to $3,462,000,000 in 1995. All of this growth has been internally generated. NUCOR STEEL NUCOR-YAMATO STEEL COMPANY Nucor Corporation operates scrap-based steel mills in seven locations. These mills utilize modern steelmaking techniques and produce steel at a cost competitive with steel manufactured anywhere in the world. Production in 1995 was 7,865,000 tons, a 12% increase from 1994's 7,007,000 tons. Annual production capacity has grown from 120,000 tons in 1970 to a present total of close to 9,000,000 tons. Steel sales to outside customers in 1995 were 6,745,000 tons, 13% higher than the 5,980,000 tons in 1994. This represented about 85% of the seven mills' production; the balance was used by the Vulcraft, Nucor Cold Finish, Nucor Grinding Balls, Nucor Fastener, and Nucor Building Systems operations. VULCRAFT Vulcraft is the nation's largest producer of steel joists and joist girders. These products are produced and marketed nationally through six Vulcraft facilities. Steel joists and joist girders are part of support systems used extensively in industrial, commercial and institutional buildings and, to a lesser extent, in high-rise office buildings, apartment buildings and single-family dwellings. In 1995, Vulcraft produced 552,000 tons of steel joists and joist girders, 13% more than the 487,000 tons in 1994. Current annual production capacity exceeds 600,000 tons. The Vulcraft facilities in Nebraska, Texas, Indiana and South Carolina also produce steel deck. This product is used extensively for floor and roof systems. In 1995, Vulcraft's steel deck sales were 234,000 tons, a 13% increase from 1994's 207,000 tons. Sales of steel joists, joist girders and steel deck are dependent on the non-residential building construction market. NUCOR COLD FINISH Nucor Cold Finish has facilities in Nebraska, South Carolina and Utah. These facilities produce cold finished steel bars used extensively for shafting and machined precision parts. Since 1985, an expanded facility in Nebraska has also been producing turned, ground and polished steel bars. Sales in 1995 were 234,000 tons, a 2% decrease from 1994's 239,000 tons. NUCOR GRINDING BALLS Nucor Grinding Balls produces steel grinding balls in Utah for the mining industry, and accounts for a small percentage of Nucor Corporation's sales. NUCOR FASTENER A state-of-the-art steel bolt-making facility, with an annual capacity of close to 75,000 tons, began production in Indiana late in 1986. A new 40,000 tons-per-year fastener facility began operations in Arkansas late in 1995. NUCOR BEARING PRODUCTS, INC. This North Carolina facility was acquired in late 1986 and produces steel bearings and machined steel parts. It accounts for a small percentage of Nucor Corporation's sales. NUCOR BUILDING SYSTEMS A modern facility to produce metal buildings and components started operations in Indiana in late 1987. FINANCES Capital expenditures are primarily for new facilities and expansion of existing facilities. These expenditures were $263,000,000 in 1995 and are anticipated to be over $500,000,000 in 1996. Funds are provided from operations and new long-term debt. In 1995 the ratio of long-term debt to total capital (long-term debt plus minority interests plus stockholders' equity) was 6%, compared with 12% in 1994. Nucor's objective is to maintain this ratio at less than 30%. Nucor Corporation has the financial ability to borrow significant additional funds and still maintain reasonable leverage. EARNINGS Net earnings of $3.14 per share in 1995 increased 21% from $2.60 per share in 1994. Earnings were 22% of average equity in 1995 and 1994. 5 NUCOR STEEL DIVISONS Darlington, South Carolina Norfolk, Nebraska Jewett, Texas Plymouth, Utah Crawfordsville, Indiana Hickman, Arkansas The manufacture of steel is a major area of operations for Nucor Corporation. Nucor Steel produces bars, angles, light structural, sheet, and special steel products. In addition to selling steel on the open market, these steel mills assure an economical supply of steel for the Vulcraft, Nucor Cold Finish, Nucor Grinding Balls, Nucor Fastener, and Nucor Building Systems operations. NUCOR-YAMATO STEEL COMPANY Blytheville, Arkansas Nucor-Yamato Steel Company produces wide-flange steel beams, pilings and heavy structural steel products. OPERATIONS There are four Nucor Steel mills which produce bar and light structural carbon and alloy steels. Nucor Steel's two newest mills produce sheet steel. All six mills are among the most modern and efficient mills in the United States. Steel scrap is melted in electric arc furnaces and poured into continuous casting systems. Highly sophisticated rolling mills convert the billets and slabs into angles, rounds, channels, flats, sheet and other products. The operations in the rolling mills are highly automated and require fewer operating employees than older mills. In constructing Nucor Steel mills, capital cost per ton of capacity has been significantly lower than the capital cost required for other steel mills. The first Nucor Steel bar mill was constructed in 1969 and has been extensively modernized. The next three bar mills were constructed between 1973 and 1981. The total cost of all four bar mills averaged less than $175 per ton of current annual capacity. The two Nucor Steel sheet mills were constructed between 1989 and 1992. The total cost of these new sheet mills averaged about $210 per ton of current annual capacity. All Nucor Steel mills have high productivity, which results in employment costs close to 10% of the sales dollar. This is lower than the employment costs of integrated steel companies producing comparable products. Employee turnover in all mills is extremely low. All employees have a significant part of their compensation based on their productivity. Production employees work under group incentives which provide increased earnings for increased production. This additional compensation is paid weekly. Steel mills are large consumers of electricity and gas. However, because of the high efficiency of Nucor Steel mills, these energy costs were less than 10% of the sales dollar in 1995. Scrap is the most significant element in the total cost of steel. The average cost of scrap increased to about $155 per gross ton in 1995 from about $145 per gross ton in 1994. MARKETS About 80% of the six mills' production in 1995 was sold to outside customers and the balance was used internally by the steel joist, steel deck, cold finish, grinding ball, fastener, and building systems operations. In recent years, Nucor Steel's product line has been broadened to include a wider range of chemistries and sizes of coiled sheet, angles, straight-length and coiled rounds, channels, flats, forging billets and special small shapes. These steel products have wide usage, including pipe, farm equipment, oil and gas equipment, mobile homes, transmission towers, bed frames, hand tools, automotive parts, highway signs, building construction, machinery and industrial equipment. Nucor Steel's customers are primarily steel service centers and manufacturers. Steel Production Thousands of tons (Steel Production chart appears here. Plot points are below) 1995 7865.00 1994 7007.00 1993 5749.00 1992 4326.00 1991 3868.00 1990 3445.00 1989 2507.00 1988 2095.00 1987 1790.00 1986 1706.00 8 MARKETING Nucor Steel uses a simpler pricing system than the complicated pricing structure traditional in the steel industry. All customers are charged the same published price. This allows customers to maintain the lowest practical inventory. Nucor Steel has been very competitive in pricing. For the last several years, sales prices have generally been equal to or lower than those of imports. A considerable proportion of Nucor Steel's sales have come at the expense of integrated and foreign producers. SHEET MILL FACILITIES In 1989, Nucor Steel completed construction and started operation of a new steel mill to produce 1,000,000 tons-per-year of hot and cold rolled sheet steel products near Crawfordsville, Indiana. This facility utilizes a thin slab caster, and has a lower capital cost than other steel mills producing these products. In 1992, Nucor Steel completed construction and started operation of a second new sheet mill to produce more than 1,000,000 tons-per-year of hot rolled sheet steel products near Hickman, Arkansas. In 1994, Nucor Steel completed construction and started operations of expansions at both its sheet steel mills. These expansions, which included a second caster and new reheat furnaces at both facilities, increased total capacity by more than 80%, to 3,800,000 tons-per-year. NUCOR-YAMATO STEEL COMPANY In 1988, Nucor Corporation and Yamato Kogyo, one of Japan's major producers of wide-flange beams, completed construction and started operation of a new steel mill to produce wide-flange beams, pilings and heavy structural steel products near Blytheville, Arkansas. This mill uses a special continuous casting method which produces a beam blank closer in shape to that of the finished beam than traditional methods. In 1993, Nucor-Yamato Steel completed construction and started operation of a major addition to its steel mill to produce larger-depth wide-flange beams. This expansion increased annual capacity by about 80%. This steel mill, in which Nucor Corporation has a 51% interest, now has an annual capacity of more than 2,000,000 tons. In 1995, Nucor-Yamato Steel shipped over 1,900,000 tons of finished and semi-finished steel products. OUTLOOK FOR THE FUTURE The manufacture of steel will continue to be a key factor in Nucor Corporation's future performance. Total steel production (from existing facilities and expansions currently being constructed) is anticipated to increase from 1995's 7,865,000 tons, to close to 10,000,000 tons in the next several years. Furthermore, Nucor Corporation also anticipates the future construction of additional steel mills. Nucor Corporation expects to continue to generate above-average earnings from its steelmaking operations in the future. STEEL SALES Thousands of tons (Steel Sales chart appears here. Plot points are below) 1995 6745.00 1994 5980.00 1993 4937.00 1992 3499.00 1991 3117.00 1990 2804.00 1989 1980.00 1988 1437.00 1987 1313.00 1986 1140.00 9 VULCRAFT DIVISIONS Florence, South Carolina Norfolk, Nebraska Fort Payne, Alabama Grapeland, Texas Saint Joe, Indiana Brigham City, Utah Vulcraft produces steel joists, joist girders, and steel deck for building construction. This is a major area of operations for Nucor Corporation. OPERATIONS There are six Vulcraft operations with total joist and joist girder production capacity in excess of 600,000 tons-per-year. The production of joists by Vulcraft in 1995 was 552,000 tons, a 13% increase from 1994's 487,000 tons. Materials, primarily steel, were about 50% of the sales dollar in 1995. Vulcraft obtained about 85% of its steel requirements from Nucor Steel. For 1995 the freight costs for joists and joist girders were close to 10% of the sales dollar. Vulcraft maintains a fleet of more than 100 trucks to insure and control on-time delivery. Almost all of the production employees of Vulcraft work with a group incentive system, which provides increased compensation each week for increased performance. Steel deck is manufactured by the four Vulcraft operations in South Carolina, Nebraska, Texas, and Indiana. Total deck production capacity for these facilities is in excess of 250,000 tons-per-year. Coiled sheet steel was about 70% of the sales dollar in 1995. MARKETS Joists and joist girders are used extensively as part of the support systems in manufacturing buildings, retail stores, shopping centers, warehouses, schools, churches, hospitals and, to a lesser extent, in multi-story buildings, apartments and single-family dwellings. Building support systems using joists and joist girders are frequently more economical than other systems. Steel joists and joist girder sales are obtained by competitive bidding. Vulcraft quotes on an estimated 80% to 90% of the domestic buildings using steel joists and joist girders as part of the support systems. In 1995, Vulcraft supplied more than an estimated 40% of total domestic sales of these products. Steel deck is used extensively in floors and roofs. Steel deck is specified in about 90% of buildings using steel joists and joist girders. Vulcraft steel deck sales increased to 234,000 tons in 1995 from 207,000 tons in 1994. OUTLOOK FOR THE FUTURE The increased level of construction since 1994 has favorably impacted the volume of non-residential buildings supplied by Vulcraft. Vulcraft has the available capacity to increase its production of steel joists, joist girders and steel deck by more than 15%. STEEL JOIST PRODUCTION Thousands of tons (Steel Joist Production chart appears here. Plot points are below) 1995 552.00 1994 487.00 1993 417.00 1992 414.00 1991 378.00 1990 443.00 1989 446.00 1988 444.00 1987 444.00 1986 453.00 STEEL DECK SALES Thousands of tons (Steel Deck Sales chart appears here. Plot points are below) 1995 234.00 1994 207.00 1993 170.00 1992 132.00 1991 124.00 1990 134.00 1989 140.00 1988 147.00 1987 154.00 1986 176.00 10 NUCOR COLD FINISH DIVISIONS Norfolk, Nebraska Darlington, South Carolina Brigham City, Utah Nucor Cold Finish has three facilities producing cold drawn and turned, ground and polished steel bars. Total capacity of all three facilities is more than 250,000 tons-per-year. Cold finished steel products are used extensively for shafting and machined precision parts. Nucor Cold Finish produces rounds, hexagons, flats and squares in carbon and alloy steels. All three facilities are among the most modern in the world and use in-line electronic testing to insure outstanding quality. Nucor Cold Finish obtains most of its steel from nearby Nucor Steel mills. This factor, along with its efficient newer facilities, results in highly-competitive pricing. 1995 sales of cold finished steel products were 234,000 tons, a 2% decrease from 1994's 239,000 tons. The market for these products is estimated at more than 1,000,000 tons. Nucor Cold Finish anticipates increases in sales and earnings during the next several years. NUCOR GRINDING BALLS DIVISION Brigham City, Utah Nucor Grinding Balls produces steel grinding balls for the mining industry, which consumes them in processing copper, iron, zinc, lead, gold, silver and other ores. This facility is favorably located to efficiently service its primary market in the western states. A high degree of automation results in low costs and highly competitive sales prices. Nucor Grinding Balls has made significant market penetration and volume increases in its fifteen years of operations. Nucor Grinding Balls' total sales account for a small percentage of Nucor Corporation's sales. NUCOR FASTENER DIVISIONS Saint Joe, Indiana Conway, Arkansas Nucor Fastener has two facilities producing standard steel hexhead cap screws, hex bolts, socket head cap screws, and structural bolts. Annual capacity is close to 115,000 tons. Nucor Fastener obtains much of its steel from Nucor Steel. These facilities are among the most modern in the world and allow Nucor Fastener to maintain highly-competitive pricing in a market currently dominated by foreign suppliers. These operations are highly automated and have fewer employees than comparable facilities. Fasteners are used in a broad range of markets, including automotive, machine tools, farm implements, construction, and military applications. Nucor Fastener's production capacity is less than an estimated 20% of the total market for these products. NUCOR BEARING PRODUCTS, INC. Wilson, North Carolina Nucor Bearing Products produces steel bearing components, unground and semi-ground steel bearings, and machined steel parts. The facility uses advanced systems such as material requirement planning (MRP) and statistical process control, to assure customers of consistently high quality products. Nucor Bearing Products also utilizes sophisticated forging and machining equipment. Products manufactured have a wide variety of applications, including automotive, office equipment, materials handling equipment, furniture and residential. A significant part of Nucor Bearing Products' sales are to the larger industrial companies in the United States. Nucor Bearing Products obtains a portion of its steel from Nucor Cold Finish. Nucor Bearing Products serves industry's growing need to source parts from outside vendors. COLD FINISH STEEL SALES Thousands of tons (Cold Finish Steel Sales chart appears here. Plot points are below) 1995 234.00 1994 239.00 1993 213.00 1992 187.00 1991 163.00 1990 163.00 1989 157.00 1988 155.00 1987 133.00 1986 108.00 11 NUCOR BUILDING SYSTEMS DIVISION Waterloo, Indiana Nucor Building Systems produces pre-engineered metal building systems and has an annual capacity of about 60,000 tons. The size of the buildings that can be produced ranges from less than 500 square feet to more than 1,000,000 square feet. The buildings are sold through a builder distribution network in order to provide fast-track, customized solutions for building owners. The use of advanced manufacturing and engineering systems has enabled Nucor Building Systems to sustain a growth rate greater than its industry. Nucor Building Systems has the flexibility to provide buildings with either solid-web or open-web framing systems. The primary markets are commercial, industrial, and institutional buildings. Nucor Building Systems obtains a significant portion of its steel requirements from Nucor Steel. ANALYSIS OF OPERATIONS AND FINANCES OPERATIONS The increases in 1995, 1994 and 1993 sales resulted primarily from increased volume. The major component of cost of products sold is raw material costs. The average price of raw materials increased by about 5% in 1995, increased by 15% in 1994, and increased by 15% in 1993. The major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs increased by less than 5% in 1995, decreased by about 10% in 1994, and decreased by about 5% in 1993. Profit sharing costs increased by about 15% in 1995, increased by about 90% in 1994, and increased by about 70% in 1993. Profit sharing costs are based upon and fluctuate with pre-tax earnings. Interest expense is reduced by interest income from short-term investments. The 1995 decrease resulted from decreased borrowings. The 1994 and 1993 increases resulted from increased borrowings. The increase in 1995 earnings resulted primarily from increased sales due to increased volume. The increase in 1994 and 1993 net earnings resulted primarily from increased sales and margins, due to increased sales volume and increased average prices. LIQUIDITY AND CAPITAL RESOURCES In 1995, working capital increased about 50% to $383 million, due primarily to increased earnings and a decrease in debt repayment. The current ratio was 1.9 in 1995, 1.7 in 1994, and 1.3 in 1993. The increase in 1995 and 1994 inventories was due primarily to increased prices and increased production levels. The increase in 1993 inventories was due primarily to increased prices. Capital expenditures were $263 million in 1995, $185 million in 1994, and $364 million in 1993. Capital expenditures are currently projected to be more than $500 million in 1996. Funds provided from operations, existing credit facilities and new borrowings are expected to be adequate to meet future capital expenditure and working capital requirements. Net long-term debt repayments were $66 million in 1995 and $179 million in 1994. Net long-term debt borrowings were $106 million in 1993. Unused long-term credit facilities total $245 million at the end of 1995. The percentage of long-term debt to total capital was 6% in 1995, 12% in 1994, and 25% in 1993. 12 SIX-YEAR 1995 1994 1993 1992 1991 FINANCIAL REVIEW FOR THE YEAR Net sales............................ $ 3,462,045,648 $ 2,975,596,456 $ 2,253,738,311 $ 1,619,234,876 $ 1,465,456,566 Costs and expenses: Cost of products sold.............. 2,900,168,171 2,491,759,846 1,965,847,476 1,417,376,345 1,302,744,052 Marketing, administrative and other expenses............... 130,677,162 113,388,724 87,582,891 76,796,340 66,986,699 Interest expense (income).......... (1,134,190) 13,515,042 13,198,337 7,736,488 (90,684) 3,029,711,143 2,618,663,612 2,066,628,704 1,501,909,173 1,369,640,067 Earnings before federal income taxes............... 432,334,505 356,932,844 187,109,607 117,325,703 95,816,499 Federal income taxes................. 157,800,000 130,300,000 63,600,000 38,100,000 31,100,000 Net earnings......................... 274,534,505 226,632,844 123,509,607 79,225,703 64,716,499 Net earnings per share............... 3.14 2.60 1.42 .92 .75 Dividends declared per share......... .28 .18 .16 .14 .13 Percentage of earnings to sales...... 7.9% 7.6% 5.5% 4.9% 4.4% Return on average equity............. 21.9% 22.4% 14.6% 10.6% 9.5% Capital expenditures................. 263,421,786 185,324,442 364,160,462 379,124,386 217,721,085 Depreciation......................... 173,887,657 157,652,083 122,265,448 97,779,468 93,577,626 Sales per employee................... 570,353 502,507 384,105 283,455 264,046 AT YEAR END Current assets....................... $830,741,318 $638,701,397 $468,231,882 $381,616,740 $334,293,244 Current liabilities.................. 447,136,311 382,465,202 350,490,781 271,971,686 229,166,248 Working capital...................... 383,605,007 256,236,195 117,741,101 109,645,054 105,126,996 Current ratio...................... 1.9 1.7 1.3 1.4 1.5 Property, plant and equipment........ 1,465,400,015 1,363,218,768 1,361,036,440 1,125,765,515 847,283,554 Total assets......................... 2,296,141,333 2,001,920,165 1,829,268,322 1,507,382,255 1,181,576,798 Long-term debt....................... 106,850,000 173,000,000 352,250,000 246,750,000 72,778,000 Percentage of debt to capital...... 6.2% 11.8% 25.2% 21.1% 8.0% Stockholders' equity................. 1,382,112,159 1,122,610,257 902,166,939 784,230,713 711,608,991 Per share.......................... 15.78 12.85 10.36 9.04 8.23 Shares outstanding................... 87,598,517 87,333,313 87,073,478 86,736,700 86,417,804 Stockholders......................... 39,000 38,000 33,000 29,000 27,000 Employees............................ 6,200 5,900 5,900 5,800 5,600
SIX-YEAR 1990 FINANCIAL REVIEW FOR THE YEAR Net sales............................ $ 1,481,630,011 Costs and expenses: Cost of products sold.............. 1,293,082,950 Marketing, administrative and other expenses............... 70,461,830 Interest expense (income).......... 6,869,970 1,370,414,750 Earnings before federal income taxes............... 111,215,261 Federal income taxes................. 36,150,000 Net earnings......................... 75,065,261 Net earnings per share............... .88 Dividends declared per share......... .12 Percentage of earnings to sales...... 5.1% Return on average equity............. 12.1% Capital expenditures................. 56,753,994 Depreciation......................... 84,960,263 Sales per employee................... 271,859 AT YEAR END Current assets....................... $312,637,486 Current liabilities.................. 202,789,294 Working capital...................... 109,848,192 Current ratio...................... 1.5 Property, plant and equipment........ 723,248,574 Total assets......................... 1,035,886,060 Long-term debt....................... 28,777,000 Percentage of debt to capital...... 3.7% Stockholders' equity................. 652,757,216 Per share.......................... 7.59 Shares outstanding................... 85,950,696 Stockholders......................... 27,000 Employees............................ 5,500
13
Year Ended CONSOLIDATED STATEMENTS OF EARNINGS December 31, 1995 1994 1993 Net sales....................................................................... $3,462,045,648 $2,975,596,456 $2,253,738,311 Costs and expenses: Cost of products sold......................................................... 2,900,168,171 2,491,759,846 1,965,847,476 Marketing, administrative and other expenses.................................. 130,677,162 113,388,724 87,582,891 Interest expense (income) (Note 7)............................................ (1,134,190) 13,515,042 13,198,337 3,029,711,143 2,618,663,612 2,066,628,704 Earnings before federal income taxes............................................ 432,334,505 356,932,844 187,109,607 Federal income taxes (Note 8)................................................. 157,800,000 130,300,000 63,600,000 Net earnings.................................................................... $ 274,534,505 $ 226,632,844 $ 123,509,607 Net earnings per share (Note 6)............................................... $ 3.14 $ 2.60 $ 1.42
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Treasury Stock Common Stock Additional (AT COST) Paid-in Retained Shares Amount Capital Earnings Shares Amount Balance, December 31, 1992............. 44,459,937 $ 17,783,975 $ 39,414,214 $ 745,259,796 1,091,587 $ 18,227,272 Net earnings in 1993................... 123,509,607 2-for-1 stock split.................... 44,576,836 17,830,734 (17,830,734) 1,088,717 Employee stock options................. 171,895 68,758 5,615,506 Employee stock compensation and service awards................... 44,388 17,755 2,714,691 (6,090) (87,647) Treasury stock acquired................ 5,364 165,806 Cash dividends ($.16 per share)........ (13,911,932) Balance, December 31, 1993............. 89,253,056 35,701,222 29,913,677 854,857,471 2,179,578 18,305,431 Net earnings in 1994................... 226,632,844 Employee stock options................. 152,777 61,111 2,660,641 Employee stock compensation and service awards................... 101,848 40,739 6,698,113 (5,210) (43,764) Cash dividends ($.18 per share)........ (15,693,894) Balance, December 31, 1994............. 89,507,681 35,803,072 39,272,431 1,065,796,421 2,174,368 18,261,667 Net earnings in 1995................... 274,534,505 Employee stock options................. 160,970 64,389 3,464,978 Employee stock compensation and service awards................... 87,498 34,999 5,932,034 (20,397) (172,887) Treasury stock acquired................ 3,661 215,005 Cash dividends ($.28 per share)........ (24,486,885) BALANCE, DECEMBER 31, 1995............. 89,756,149 $ 35,902,460 $ 48,669,443 $1,315,844,041 2,157,632 $ 18,303,785
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 14
CONSOLIDATED BALANCE SHEETS December 31, 1995 1994 ASSETS Current assets: Cash and short-term investments...................................... $ 201,795,775 $ 101,930,479 Accounts receivable (Note 2)......................................... 283,206,832 258,131,947 Inventories (Note 3)................................................. 306,773,384 243,026,854 Other current assets................................................. 38,965,327 35,612,117 Total current assets............................................... 830,741,318 638,701,397 Property, plant and equipment (Note 4)................................. 1,465,400,015 1,363,218,768 $2,296,141,333 $2,001,920,165 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Long-term debt due within one year................................... $ 150,000 $ 250,000 Accounts payable..................................................... 214,562,570 182,846,410 Federal income taxes................................................. 11,298,873 15,507,659 Salaries, wages and related accruals................................. 104,562,678 88,706,273 Accrued expenses and other current liabilities....................... 116,562,190 95,154,860 Total current liabilities.......................................... 447,136,311 382,465,202 Long-term debt due after one year (Note 5)............................. 106,850,000 173,000,000 Deferred credits and other liabilities (Note 8)........................ 139,384,197 147,859,517 Minority interests..................................................... 220,658,666 175,985,189 Stockholders' equity (Note 6): Common stock......................................................... 35,902,460 35,803,072 Additional paid-in capital........................................... 48,669,443 39,272,431 Retained earnings.................................................... 1,315,844,041 1,065,796,421 1,400,415,944 1,140,871,924 Treasury stock....................................................... (18,303,785) (18,261,667) 1,382,112,159 1,122,610,257 $2,296,141,333 $2,001,920,165
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 15
Year Ended CONSOLIDATED STATEMENTS December 31, 1995 1994 OF CASH FLOWS OPERATING ACTIVITIES: Net earnings......................................................... $274,534,505 $226,632,844 Adjustments: Depreciation of plant and equipment................................ 173,887,657 157,652,083 Deferred federal income taxes...................................... (15,000,000) (2,000,000) Minority interests................................................. 48,183,237 17,673,235 Changes in: Accounts receivable.............................................. (25,074,885) (55,955,706) Inventories...................................................... (63,746,530) (28,012,284) Accounts payable................................................. 31,716,160 17,111,882 Federal income taxes............................................. (4,208,786) 1,240,507 Other............................................................ 26,868,839 90,603,897 Cash provided by operating activities................................ 447,160,197 424,946,458 INVESTING ACTIVITIES: Capital expenditures................................................. (263,421,786) (185,324,442) Disposition of plant and equipment................................... 919,247 5,218,722 Cash used in investing activities.................................... (262,502,539) (180,105,720) FINANCING ACTIVITIES: New long-term debt................................................... 24,000,000 -- Reduction in long-term debt.......................................... (90,250,000) (179,200,000) Issuance of common stock............................................. 9,669,288 9,504,368 Contributions for (distributions to) minority interests.............. (3,509,760) 15,224,450 Cash dividends....................................................... (24,486,885) (15,693,894) Acquisition of treasury stock........................................ (215,005) -- Cash provided by (used in) financing activities...................... (84,792,362) (170,165,076) INCREASE IN CASH AND SHORT-TERM INVESTMENTS............................ 99,865,296 74,675,662 CASH AND SHORT-TERM INVESTMENTS -- BEGINNING OF YEAR................... 101,930,479 27,254,817 CASH AND SHORT-TERM INVESTMENTS -- END OF YEAR......................... $201,795,775 $101,930,479 1993 OPERATING ACTIVITIES: Net earnings......................................................... $123,509,607 Adjustments: Depreciation of plant and equipment................................ 122,265,448 Deferred federal income taxes...................................... 1,000,000 Minority interests................................................. 9,746,423 Changes in: Accounts receivable.............................................. (70,032,895) Inventories...................................................... (8,609,788) Accounts payable................................................. 46,438,863 Federal income taxes............................................. 3,808,491 Other............................................................ 43,666,916 Cash provided by operating activities................................ 271,793,065 INVESTING ACTIVITIES: Capital expenditures................................................. (364,160,462) Disposition of plant and equipment................................... 1,303,291 Cash used in investing activities.................................... (362,857,171) FINANCING ACTIVITIES: New long-term debt................................................... 105,700,000 Reduction in long-term debt.......................................... (200,000) Issuance of common stock............................................. 8,504,357 Contributions for (distributions to) minority interests.............. (7,154,980) Cash dividends....................................................... (13,911,932) Acquisition of treasury stock........................................ (165,806) Cash provided by (used in) financing activities...................... 92,771,639 INCREASE IN CASH AND SHORT-TERM INVESTMENTS............................ 1,707,533 CASH AND SHORT-TERM INVESTMENTS -- BEGINNING OF YEAR................... 25,547,284 CASH AND SHORT-TERM INVESTMENTS -- END OF YEAR......................... $ 27,254,817
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 16 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 1995, 1994, and 1993 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Nucor is a manufacturer of steel products. The consolidated financial statements include Nucor and all of its subsidiaries. The minority interests in operations of less than 100%-owned subsidiaries are included in cost of products sold. All significant intercompany transactions are eliminated. Short-term investments are recorded at cost plus accrued interest, which approximates market, and will be converted into cash within three months from date of purchase. Inventories are stated at the lower of cost or market. Cost is determined principally using the last-in, first-out (LIFO) method of accounting. Property, plant and equipment are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets. Federal income taxes are provided using the liability method. 2. ACCOUNTS RECEIVABLE: Accounts receivable are stated net of the allowance for doubtful accounts of $16,690,059 in 1995 ($14,944,181 in 1994 and $10,384,904 in 1993). 3. INVENTORIES: Inventories consist of approximately 55% raw materials and supplies, and 45% finished and semi-finished products in 1995 (55% and 45% in 1994). Inventories valued on the last-in, first-out (LIFO) method of accounting represent approximately 90% of total inventories in 1995 (85% in 1994). If the first-in, first-out (FIFO) method of accounting had been used instead of the last-in, first-out (LIFO) method, inventories would have been $93,932,099 higher in 1995 ($81,662,518 higher in 1994). 4. PROPERTY, PLANT AND EQUIPMENT:
December 31, 1995 1994 Land and improvements............. $ 50,889,972 $ 45,283,790 Buildings and improvements........ 208,183,010 201,010,408 Plant machinery and equipment..... 1,722,482,459 1,689,953,310 Office and transportation equipment......... 10,236,701 13,956,102 Construction in process and equipment deposits........... 221,092,491 27,376,486 2,212,884,633 1,977,580,096 Less accumulated depreciation..... 747,484,618 614,361,328 $1,465,400,015 $1,363,218,768
The average annual depreciation rate was 8.9% in 1995 (8.7% in 1994 and 8.2% in 1993). Nucor is constructing a new steel mill to produce sheet steel products. This mill is projected to cost about an additional $300,000,000 to complete and to be operational by early 1997. 5. LONG-TERM DEBT AND FINANCING ARRANGEMENTS:
December 31, 1995 1994 Industrial revenue bonds, 4.05% to 8%, due from 1997 to 2028............ $106,850,000 $ 83,000,000 Notes of subsidiary............... -- 90,000,000 $106,850,000 $173,000,000
Nine banks are committed to lend Nucor a total of $245,000,000 (nothing has been borrowed), with borrowings repayable in 2001. Six banks are committed to lend a Nucor subsidiary a total of $18,000,000, due in 2001 (nothing has been borrowed). These commitments cannot be withdrawn unless there is non-compliance under the loan agreements. Annual aggregate long-term debt maturities are: $750,000 in 1997; $1,250,000 in 1998; $1,000,000 in 1999; and $1,000,000 in 2000. 6. CAPITAL STOCK: The par value of Nucor's common stock is $.40 per share and there are 100,000,000 shares authorized. Nucor's Key Employees' Incentive Stock Option Plans provide that common stock options may be granted to key employees and officers at 100% of the market value on the date of the grant. During 1995, options were granted for 115,436 shares (98,223 in 1994 and 138,381 in 1993); and options for 6,358 shares (4,183 in 1994 and 3,445 in 1993) expired or were canceled. At December 31, 1995, options for 525,745 shares (577,637 in 1994 and 636,374 in 1993) were outstanding at an aggregate price of $21,458,951 ($18,758,676 in 1994 and $15,560,596 in 1993); options for 464,901 shares (533,770 in 1994 and 569,718 in 1993) were exercisable; and 1,746,354 shares (1,855,432 in 1994 and 1,949,472 in 1993) were reserved for future grants. 250,000 shares of preferred stock, par value of $4.00 per share, are authorized, with preferences, rights and restrictions as may be fixed by Nucor's Board of Directors. No shares of preferred stock have been issued since their authorization in 1964. Nucor's earnings per share of common stock are based on 87,430,370 average shares outstanding in 1995 (87,166,164 in 1994 and 86,909,345 in 1993), and would not be materially affected if all employee stock options were exercised. 17 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. INTEREST EXPENSE (INCOME): Interest expense is stated net of interest income of $10,411,088 in 1995 ($1,077,060 in 1994 and $1,118,252 in 1993). Interest paid was $9,209,025 in 1995 ($16,060,715 in 1994 and $10,739,394 in 1993). 8. FEDERAL INCOME TAXES:
1995 1994 1993 Currently payable........... $172,800,000 $132,300,000 $62,600,000 Deferred........... (15,000,000) (2,000,000) 1,000,000 $157,800,000 $130,300,000 $63,600,000
Current deferred federal income tax assets of approximately $38,000,000 in 1995 ($35,000,000 in 1994) relate primarily to differences between financial and tax reporting of inventories and accrued expenses. Non-current deferred federal income tax liabilities of approximately $51,000,000 in 1995 ($63,000,000 in 1994) relate primarily to differences between financial and tax reporting of depreciation. Federal income taxes paid were $176,500,000 in 1995 ($124,371,222 in 1994 and $57,519,048 in 1993). 9. QUARTERLY INFORMATION (UNAUDITED):
First Second Third Fourth Quarter Quarter Quarter Quarter 1995 Net sales........ $841,734,652 $880,152,115 $860,544,790 $879,614,091 Gross margin..... 139,747,727 145,063,874 130,596,866 146,469,010 Net earnings..... 67,308,451 69,933,676 63,003,044 74,289,334 Net earnings per share....... .77 .80 .72 .85 1994 Net sales........ $649,701,248 $740,101,570 $786,424,788 $799,368,850 Gross margin..... 82,391,935 111,073,091 138,630,185 151,741,399 Net earnings..... 34,879,954 49,680,131 64,523,822 77,548,937 Net earnings per share....... .40 .57 .74 .89
INDEPENDENT ACCOUNTANTS REPORT COOPERS & LYBRAND L.L.P. Stockholders and Board of Directors Nucor Corporation Charlotte, North Carolina We have audited the accompanying consolidated balance sheets of Nucor Corporation and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of Nucor's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Nucor Corporation and subsidiaries as of December 31, 1995 and 1994, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. /s/ Coopers & Lybrand LLP Charlotte, North Carolina February 20, 1996 18 BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT BOARD OF DIRECTORS H. David Aycock FORMER PRESIDENT, NUCOR CORPORATION John D. Correnti VICE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, NUCOR CORPORATION James W. Cunningham FORMER VICE PRESIDENT, NUCOR CORPORATION James D. Hlavacek MANAGING DIRECTOR, MARKET DRIVEN MANAGEMENT F. Kenneth Iverson CHAIRMAN, NUCOR CORPORATION Samuel Siegel VICE CHAIRMAN, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY, NUCOR CORPORATION EXECUTIVE MANAGEMENT EXECUTIVE OFFICES F. Kenneth Iverson CHAIRMAN John D. Correnti VICE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER Samuel Siegel VICE CHAIRMAN, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY John A. Doherty VICE PRESIDENT, ENGINEERING CONSULTANT Terry S. Lisenby VICE PRESIDENT, CORPORATE CONTROLLER LeRoy C. Prichard VICE PRESIDENT, STEEL TECHNOLOGIES OPERATIONS A. Jay Bowcutt VICE PRESIDENT, GENERAL MANAGER OF NUCOR STEEL DIVISION, PLYMOUTH, UTAH James E. Campbell VICE PRESIDENT, GENERAL MANAGER OF VULCRAFT DIVISION, FORT PAYNE, ALABAMA James R. Darsey GENERAL MANAGER OF VULCRAFT DIVISION, GRAPELAND, TEXAS Jerry V. DeMars VICE PRESIDENT, GENERAL MANAGER OF NUCOR FASTENER DIVISIONS, SAINT JOE, INDIANA AND CONWAY, ARKANSAS Daniel R. DiMicco VICE PRESIDENT, GENERAL MANAGER OF NUCOR-YAMATO STEEL COMPANY, BLYTHEVILLE, ARKANSAS John J. Ferriola GENERAL MANAGER OF NUCOR STEEL DIVISION, NORFOLK, NEBRASKA Ladd R. Hall VICE PRESIDENT, GENERAL MANAGER OF VULCRAFT DIVISON, BRIGHAM CITY, UTAH Gus R. Hiller GENERAL MANAGER OF NUCOR IRON CARBIDE, INC., TRINIDAD AND TOBAGO, WEST INDIES Donald N. Holloway VICE PRESIDENT, GENERAL MANAGER OF VULCRAFT DIVISION, NORFOLK, NEBRASKA Kenneth H. Huff VICE PRESIDENT, GENERAL MANAGER OF NUCOR STEEL DIVISION, JEWETT, TEXAS Hamilton Lott, Jr. VICE PRESIDENT, GENERAL MANAGER OF VULCRAFT DIVISION, FLORENCE, SOUTH CAROLINA Harry R. Lowe VICE PRESIDENT, GENERAL MANAGER OF NUCOR BUILDING SYSTEMS DIVISION, WATERLOO, INDIANA Rodney B. Mott VICE PRESIDENT, GENERAL MANAGER OF NUCOR STEEL DIVISION, BERKELEY, SOUTH CAROLINA D. Michael Parrish VICE PRESIDENT, GENERAL MANAGER OF NUCOR STEEL DIVISION, HICKMAN, ARKANSAS James W. Ronner VICE PRESIDENT, GENERAL MANAGER OF VULCRAFT DIVISION, SAINT JOE, INDIANA Larry A. Roos VICE PRESIDENT, GENERAL MANAGER OF NUCOR STEEL DIVISION, CRAWFORDSVILLE, INDIANA Joseph A. Rutkowski VICE PRESIDENT, GENERAL MANAGER OF NUCOR STEEL DIVISION, DARLINGTON, SOUTH CAROLINA CORPORATE AND STOCK DATA EXECUTIVE OFFICES 2100 Rexford Road Charlotte, North Carolina 28211 Telephone 704/366-7000 Facsimile 704/362-4208 ANNUAL MEETING PLACE -- Chemical Banking Corporation 270 Park Avenue (between 47th and 48th Streets) Room C on 11th Floor New York City TIME AND DATE-- 2:00 P.M., Thursday, May 9, 1996 STOCK PRICE AND DIVIDENDS PAID:
First Second Third Fourth Quarter Quarter Quarter Quarter 1995 Stock Price: High................. $59.63 $56.25 $63.25 $57.25 Low.................. 50.00 42.50 43.50 42.00 Dividends Paid......... .045 .07 .07 .07 1994 Stock Price: High................. $66.00 $72.00 $71.88 $70.50 Low.................. 48.75 57.63 63.25 51.63 Dividends Paid......... .04 .045 .045 .045
10-K AND 11-YEAR DATA Copies of (1) Form 10-K for 1995 filed with the Securities and Exchange Commission, and (2) various financial and statistical data for the years 1985 to 1995, are available on request. STOCK TRANSFERS DIVIDEND DISBURSING DIVIDEND REINVESTMENT First Union National Bank Shareholders Services Group 230 South Tryon Street 11th Floor Charlotte, North Carolina 28288 Telephone 704/374-6531 Facsimile 704/374-6987 STOCK LISTING New York Stock Exchange Trading Symbol - NUE 19 EX-21 4 EXHIBIT 21 EXHIBIT 21 - SUBSIDIARIES Nucor-Yamato Steel Company, a Delaware limited partnership. All other subsidiaries are not significant. EX-22 5 EXHIBIT 22 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 ( ) Filed by the Registrant ( ) Filed by a Party other than the Registrant Check the appropriate box: ( ) Preliminary Proxy Statement ( ) Confidential, for Use of the Commission Only (as permitted by Rule 14a-b(e)(2)) (X ) Definitive Proxy Statement ( ) Definitive Additional Materials ( ) Soliciting Material Pursuant to (section mark)240.14a-11(c) or (section mark)240.14a-12 NUCOR CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement If Other Than Registrant) PAYMENT OF FILING FEE (Check the appropriate box): (x ) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2). ( ) $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). ( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: * 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: (Set forth the amount on which the filing fee is calculated and state how it was determined) ( ) Fee previously paid with preliminary materials. ( ) Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: $ 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: nucor corporation 2100 Rexford Road Charlotte, North Carolina 28211 Telephone 704/366-7000 Facsimile 704/362-4208 NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT ANNUAL MEETING The 1996 annual meeting of stockholders of Nucor Corporation will be held in Room C on the 11th Floor of Chemical Banking Corporation, 270 Park Avenue (between 47th and 48th Streets), New York City, at 2:00 p.m. on Thursday, May 9, 1996, to elect two directors for three years and until their successors are elected and qualified (and to conduct such other business as may properly come before the meeting). Stockholders of record at the close of business on March 11, 1996, are entitled to notice of and to vote at the meeting. IT IS IMPORTANT THAT YOU VOTE. PLEASE SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY CARD, WHICH REQUIRES NO POSTAGE, TO INSURE THAT YOU WILL BE REPRESENTED AT THE MEETING. YOUR PROMPT ATTENTION IS REQUESTED. By order of the Board of Directors, SAMUEL SIEGEL Vice Chairman and Chief Financial Officer, March 22, 1996 Treasurer and Secretary PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. GENERAL INFORMATION The enclosed proxy is being solicited by the Board of Directors of Nucor Corporation for use at the 1996 annual meeting of stockholders to be held on Thursday, May 9, 1996, and any adjournment. The proxy may be revoked by the stockholder by letter to the Secretary of Nucor received before the meeting, or by utilizing a ballot at the meeting. In addition to solicitation by mail, arrangements may be made with third parties, including brokerage firms and other custodians, nominees, and fiduciaries, the cost of which will by paid by Nucor. The total number of outstanding shares of common stock as of February 29, 1996 was 87,640,573. Only stockholders of record at the close of business on March 11, 1996 are entitled to notice of, and to vote at, the meeting. A majority of the outstanding shares constitutes a quorum. In voting on matters other than the election of directors, each stockholder has one vote for each share of stock held. With respect to the election of directors, stockholders have cumulative voting rights, which means that each stockholder has the number of votes equal to the number of shares held times the number of directors to be elected. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum. For matters other than the election of directors, abstentions are counted in tabulations of votes cast on proposals presented to stockholders, and have the effect of voting against such proposals; broker non-votes are not counted for purposes of determining whether a proposal has been approved. Directors are elected by plurality vote; thus, any shares not voted (abstention, broker non-vote or otherwise) have no effect. Unless otherwise specified, matters other than the election of directors require the vote of a majority of the shares represented at the meeting. The shares represented by the enclosed proxy will be voted if the proxy is properly signed and received prior to the meeting, and is not revoked by the stockholder, and will give to the persons appointed as proxies the discretionary authority to cumulate votes. At February 29, 1996, State Farm Mutual Automobile Insurance Company and related entities beneficially owned, with voting and investment power 7,421,700 shares (8.47%); and FMR Corporation (Fidelity Funds) beneficially owned, with voting and investment power, 5,184,040 shares (5.92%); of the outstanding common stock of Nucor. The 1995 annual report of Nucor, including financial statements, is being mailed to all stockholders of record together with this proxy statement. Any stockholder proposal intended to be included in Nucor's proxy statement for its 1997 annual meeting of stockholders must be received by Nucor not later than November 22, 1996. 1 ELECTION OF DIRECTORS Nucor's Board of Directors recommends that Nucor's stockholders vote FOR the election of directors. Nucor's Board of Directors is divided into three classes. The terms of two directors, F. Kenneth Iverson and James W. Cunningham, expire in 1996, and therefore two places on Nucor's Board are to be filled at the 1996 annual meeting of stockholders. It is intended that votes will be cast pursuant to the enclosed proxy (unless authority is specifically withheld) for re-election of Mr. Iverson and Mr. Cunningham as directors for terms expiring in 1999 and until their successors are elected and qualified. They have agreed to continue to serve as directors if elected. If they should become unable to serve, the enclosed proxy will be voted for the election of such other persons, if any, as Nucor's Board of Directors may designate. NUCOR'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS. Unless otherwise specified, proxies will be voted FOR the election of directors. The following table sets forth certain information about all of the directors, as of February 29, 1996:
COMMON STOCK "BENEFICIALLY PRINCIPAL OCCUPATION OWNED" (AND AND DIRECTORSHIPS IN OTHER DIRECTOR TERM PERCENT OF NAME (AND AGE) PUBLIC COMPANIES SINCE EXPIRES CLASS) (NOTE) H. David Aycock (65) Former President and Chief Operating Officer of Nucor; 1971 1997 673,003 (0.77%) Director, Bowater Incorporated John D. Correnti (48) Vice Chairman, President and 1992 1998 54,901 (0.06%) Chief Executive Officer of Nucor; Director, Harnischfeger Industries, Inc., Navistar International Corporation and CEM Corporation James W. Cunningham (75) Former Vice President of Nucor 1991 1996 456,064 (0.52%) F. Kenneth Iverson (70) Chairman of Nucor; 1965 1996 762,278 (0.87%) Director, Wal-Mart Stores, Inc., The Wachovia Corporation and Spreckels Industries, Inc. James D. Hlavacek (52) Managing Director, Market Driven Management 1996 1998 800 -- Samuel Siegel (65) Vice Chairman, Chief Financial Officer, 1968 1997 540,845 (0.62%) Treasurer and Secretary of Nucor All 23 directors and senior officers as a group (including those named above) 3,464,391 (3.95%)
NOTE Common stock "beneficially owned" includes (as defined by the rules of the Securities and Exchange Commission), the following shares not owned by the above-named persons, but which they have the right to acquire pursuant to the exercise of stock options: Mr. Correnti, 10,810; Mr. Iverson, 9,816; Mr. Siegel, 17,160; all directors and senior officers as a group (including those named above), 171,613. The above-named persons had sole voting and investment power (and shared voting and investment power) over shares "beneficially owned", as follows: Mr. Aycock, 540,703 (132,300); Mr. Correnti, 54,901 (none); Mr. Cunningham, none (456,064); Mr. Iverson, 514,765 (247,513); Mr. Hlavacek, none (800); Mr. Siegel, 465,875 (74,970); all directors and senior officers as a group (including those named above) 2,467,561, (996,830). Mr. Hlavacek is Managing Director of Market Driven Management, an industrial marketing training firm he founded in 1976. The Board of Directors of Nucor had six meetings during 1995. The Board has a standing Audit Committee with the following functions: ratify the selection of the independent auditor; review the overall plan and scope of the annual audit; review annual financial statements; review the results of the annual audit; inquire into important accounting, reporting, control and audit matters; and report and make recommendations to the full Board. The members of the Audit Committee are Mr. Aycock and Mr. Cunningham. The Audit Committee held two meetings during 1995. The Board of Directors does not have a nominating or compensation committee; the Board itself performs these functions. Directors who are not senior officers are paid standard directors' fees of $5,000 quarterly. Audit Committee members are not paid additional fees. 2 The following table sets forth compensation information for the chief executive officer and for the other four highest-compensated senior officers whose cash compensation exceeded $100,000 for 1995:
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION CASH STOCK STOCK INCENTIVE INCENTIVE OPTIONS BASE COMPENSATION COMPENSATION GRANTED NAME (AND AGE) PRINCIPAL POSITION(S) YEAR SALARY (NOTE) (NOTE) (SHARES) F. Kenneth Iverson (70) Chairman 1995 $322,500 $840,572 $622,605 3,243 (since 1996), 1994 312,225 843,007 624,431 2,717 previously Chairman, 1993 275,000 372,865 276,183 3,856 Chief Executive Officer 1992 266,200 147,280 109,020 6,394 1991 256,000 64,491 47,726 7,516 John D. Correnti (48) Vice Chairman, President, 1995 242,300 631,537 467,797 2,162 Chief Executive Officer 1994 234,600 633,420 469,197 1,812 (since 1996), 1993 204,000 276,598 204,845 2,572 previously President, 1992 195,000 107,887 79,864 4,264 Chief Operating Officer 1991 159,682 40,227 29,762 4,384 Samuel Siegel (65) Vice Chairman, 1995 242,300 631,537 467,797 2,433 Chief Financial Officer 1994 234,600 633,420 469,197 2,039 1993 207,000 280,666 207,866 2,894 1992 200,000 110,654 81,902 4,798 1991 192,400 48,469 35,839 4,996 Larry A. Roos (54) Vice President 1995 179,700 468,375 346,920 1,622 1994 164,570 444,339 329,115 1,359 1993 146,012 197,974 146,598 1,929 1992 136,600 75,576 55,960 3,198 1991 131,400 33,102 24,489 3,760 Daniel R. DiMicco (45) Vice President 1995 174,900 455,864 337,666 1,622 (since 1992) 1994 157,500 425,250 314,962 1,359 1993 124,500 168,806 125,027 1,929 1992 100,000 55,327 40,914 3,198
NOTE All of Nucor's employees, except senior officers, participate in various incentive compensation plans which are based on Nucor's profitability and productivity. In addition, all of Nucor's employees, except senior officers, participate in Nucor's Profit Sharing Plans, pursuant to which Nucor contributes at least 10% of each year's pre-tax earnings. Nucor's senior officers participate only in Nucor's Senior Officers Cash and Stock Incentive Compensation Plans, which are based on Nucor's profitability. Pursuant to the Senior Officers Incentive Plans, a portion (approximately 3.5% for 1996 and 4.2% for 1995) of each year's pre-tax earnings (as defined) in excess of an earnings base ($163,800,000 for 1996 and $126,500,000 for 1995) is payable to senior officers, partly in cash and partly in stock, as incentive compensation. The cash and stock are allocated for each year to senior officers according to base salary. Since the inception of the Senior Officers Incentive Plans in 1966, the earnings base (below which nothing is payable) has been increased sixteen times, from $500,000 to the present $163,800,000. Pursuant to the Senior Officers Incentive Stock Plan, the above-named persons held shares of stock, which have been issued during the 30 years since the 1966 effective inception of the Stock Plan, and which were restricted as to transfer at December 31, 1995 (with "value" as defined by the rules of the Securities and Exchange Commission) as follows: Mr. Iverson, 193,271 ($11,040,606); Mr. Siegel, 104,461 ($5,967,335); Mr. Correnti, 36,740 ($2,098,773); Mr. Roos, 33,017 ($1,886,096); Mr. DiMicco, 7,726 ($441,348). 3 The following tables set forth stock option information for the chief executive officer and for the four other highest-compensated senior officers whose cash compensation exceeded $100,000 for 1995: STOCK OPTION GRANTS IN 1995 (NOTE)
POTENTIAL REALIZABLE VALUE STOCK OPTIONS GRANTED IN 1995 OF STOCK OPTIONS GRANTED IN 1995 NUMBER PERCENT OF TOTAL 5% ANNUAL OF GRANTED TO EXERCISE EXPIRATION STOCK PRICE NAME SHARES ALL EMPLOYEES PRICE DATE APPRECIATION F. Kenneth Iverson 1,519 1.3% $56.06 February 29, 2000 $ 23,527 1,724 1.5% 49.41 August 31, 2000 23,534 John D. Correnti 1,013 .9% 56.06 February 29, 2000 15,690 1,149 1.0% 49.41 August 31, 2000 15,685 Samuel Siegel 1,140 1.0% 56.06 February 29, 2000 17,657 1,293 1.1% 49.41 August 31, 2000 17,651 Larry A. Roos 760 .7% 56.06 February 29, 2000 11,771 862 .8% 49.41 August 31, 2000 11,767 Daniel R. DiMicco 760 .7% 56.06 February 29, 2000 11,771 862 .8% 49.41 August 31, 2000 11,767 10% ANNUAL STOCK PRICE NAME APPRECIATION F. Kenneth Iverson $ 51,988 52,005 John D. Correnti 34,670 34,660 Samuel Siegel 39,017 39,004 Larry A. Roos 26,011 26,002 Daniel R. DiMicco 26,011 26,002
NOTE 116 key employees, including senior officers, participate in Nucor's Incentive Stock Option Plans, pursuant to which stock options are granted at 100% of the market value on the date of grant. During 1995, key employees, other than the above-named senior officers, were granted stock options for 104,354 shares (90% of the total stock options granted to all employees), at the same exercise prices and expiration dates as the above-named senior officers. The potential realizable value of stock options granted to these other key employees was $1,515,305 at 5% annual stock price appreciation and $3,348,428 at 10% annual stock price appreciation. STOCK OPTION EXERCISES IN 1995 AND YEAR-END 1995 STOCK OPTION DATA (NOTE)
"VALUE" OF UNEXERCISED IN-THE-MONEY STOCK NUMBER OF UNEXERCISED OPTIONS STOCK OPTIONS AT YEAR-END STOCK OPTIONS EXERCISED IN 1995 AT YEAR-END 1995 1995 NAME SHARES ACQUIRED "VALUE" REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE F. Kenneth Iverson 13,910 $323,718 8,092 1,724 $ 51,598 John D. Correnti 6,888 201,333 9,661 1,149 172,350 Samuel Siegel none none 15,867 1,293 376,663 Larry A. Roos 9,462 308,912 4,048 862 25,814 Daniel R. DiMicco none none 4,048 862 25,814 NAME UNEXERCISABLE F. Kenneth Iverson $13,301 John D. Correnti 8,865 Samuel Siegel 9,976 Larry A. Roos 6,650 Daniel R. DiMicco 6,650
NOTE "Value" (as defined by the rules of the Securities and Exchange Commission) is the excess of the market price over the exercise price. During 1995, key employees, other than the above-named senior officers, acquired 130,710 shares on exercise of stock options, with a "value" realized of $4,578,466. At year-end 1995, these other key employees had 478,139 unexercised stock options, 423,185 of which were exercisable and 54,954 were unexercisable. At year-end 1995, these other key employees had unexercised in-the-money stock options, with a "value" of $7,975,816 for exercisable stock options, and $423,970 for unexercisable stock options. 4 BOARD OF DIRECTORS REPORT ON SENIOR OFFICERS COMPENSATION Nucor's senior officers compensation program is significantly oriented towards Nucor's Senior Officers Cash and Stock Incentive Compensation Plans. These Senior Officers Incentive Plans directly link Nucor's performance and the senior officers compensation. All of Nucor's senior officers, including the chief executive officer, participate in the Senior Officers Incentive Plans. These Senior Officers Incentive Plans began in 1966 and are based solely on Nucor's profitability, with a portion of each year's pre-tax earnings in excess of an earnings base payable to senior officers, partly in cash and partly in stock. The cash and stock are allocated for each year to senior officers according to base salary. Nucor's Board of Directors reviews national surveys of the base salaries and total compensation of chief executive officers and senior officers in manufacturing companies with sales comparable to Nucor. Nucor's Board of Directors then sets the base salaries of Nucor's chief executive officer and senior officers at a low level compared with the median for comparable positions in such other manufacturing companies. Nucor's Board of Directors then also sets the earnings base for the Senior Officers Incentive Plans (below which nothing is payable), taking into consideration Nucor's growth, profitability and capital. Since the inception of the Senior Officers Incentive Plans in 1966, this earnings base (below which nothing is payable) has been increased sixteen times, from $500,000 to the present $163,800,000. All of Nucor's 116 key employees, including senior officers, participate in Nucor's Incentive Stock Option Plans. Under these Incentive Stock Option Plans, stock options are granted at 100% of the market value on the date of grant. Stock option grants to Nucor's chief executive officer and senior officers are substantially below the median for comparable positions in manufacturing companies with sales comparable to Nucor. The dollar amount of options granted is established by Nucor's Board of Directors for the various positions held by key employees. These Incentive Stock Option Plans provide incentive for all key employees, including the chief executive officer and senior officers, by further identifying their interests with those of Nucor's stockholders, since these key employees benefit only if Nucor's stockholders benefit by increases in Nucor's stock price. Nucor's senior officers do not participate in Nucor's Profit Sharing Plans. Nucor's senior officers do not participate in any pension plan. Nucor has received commendations for its long-term policy (more than 26 years) of linking senior officers compensation to Nucor's performance. Since Nucor's present management was elected in late 1965, Nucor's sales have increased 15,000%; Nucor's net earnings have increased 434,000%; Nucor's stockholders' equity has increased 181,000%; and the total market value of Nucor's common stock has increased 33,000%. Nucor's entire Board of Directors, which performs the functions of determining senior officers compensation and rendering this report, consisted of the following: H. David Aycock, John D. Correnti, James W. Cunningham, James D. Hlavacek, F. Kenneth Iverson, and Samuel Siegel. STOCK PERFORMANCE GRAPH This graphic comparison assumes the investment of $100 in Nucor (STOCK PERFORMANCE Common Stock, $100 in the S&P 500 CHART APPEARS HERE) Index, and $100 in the S&P Steel Group Index, all at year-end 1990. (Plot points appear below) The resulting cumulative total return assumes that cash dividends were reinvested. Nucor Common Stock comprised 39% of the S&P Steel Group Index at year-end 1995 (29% at year-end 1990). Indexed Returns YEARS ENDING Company/Index Dec90 Dec91 Dec92 Dec93 Dec94 Dec95 NUCOR CORP 100 145.09 255.75 347.04 363.63 377.13 S&P 500 COMPOSITE 100 130.47 140.41 154.56 156.60 215.45 STEEL 100 122.88 160.77 211.54 205.74 190.78 5 OTHER MATTERS Nucor's Board of Directors does not intend to present any matters to the meeting other than as set forth above, and knows of no other matter to be brought before the meeting. However, if any other matter comes before the meeting, or any adjournment, it is intended that the persons named in the enclosed proxy will vote such proxy according to their best judgement. Nucor's financial statements are audited by Coopers & Lybrand L.L.P. A representative of that firm will be present at the meeting with an opportunity to make a statement and answer appropriate questions. By order of the Board of Directors, F. KENNETH IVERSON Chairman March 22, 1996 PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. 6 ****************************************************************************** APPENDIX ****************************************************************************** NUCOR COPORATION PROXY 2100 Rexford Road Charlotte, North Carolina 28211 Phone (704)366-7000 Fax (704)362-4208 PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS for 1996 annual meeting of stockholders, to be held at 2:00 P.M. on Thursday, May 9, 1996, in Room C on the 11th Floor of Chemical Banking Corporation, 270 Park Avenue (between 47th and 48th Streets), New York City. F. Kenneth Iverson and Samuel Siegel, and either of them, with power of substitution, are appointed proxies to vote all shares of the undersigned at the 1996 annual meeting of stockholders, and any adjournment, on the following proposal, as set forth in the proxy statement, and upon such other matters as may properly come before the meeting: Elect F. Kenneth Iverson and James W. Cunningham directors for three years (Nucor's Board of Directors recommends a vote FOR). THIS PROXY WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED. PLEASE SIGN AND DATE ON THE OTHER SIDE. THIS PROXY WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED. Nucor's Board of Directors recommends that you vote FOR For ( ) no vote on ( ) election as directors of F. Kenneth Iverson and James W. Cunningham (to withhold your vote for either person, strike a line through that person's name) DATED , 1996 SIGNED Please sign your name exactly as printed. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. EX-24 6 EXHIBIT 24 LIMITED POWER OF ATTORNEY NUCOR CORPORATION FORM 10-K ANNUAL REPORTS KNOW ALL MEN BY THESE PRESENTS: That I, James D. Hlavacek , the grantor, do by these presents hereby make, constitute and appoint F. Kenneth Iverson and Samuel Siegel , or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to all Form 10-K Annual Reports of Nucor Corporation (commencing with the Report for calendar year 1995 ) filed with the Securities and Exchange Commission, and any and all amendments thereto. Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution. IN WITNESS WHEREOF, I have hereunto set my hand this 28th day of March , 1996 . JAMES D. HLAVACEK STATE OF North Carolina ) )ss: COUNTY OF Mecklenburg ) I, Joan L. Davis , a Notary Public in and for the state and county aforesaid, do hereby certify that James D. Hlavacek , the grantor of the foregoing Limited Power of Attorney, bearing date on the 28th day of March , 1996 , personally appeared before me in this jurisdiction, being personally well known to me as the person who executed the said instrument, and acknowledged the same to be the act and deed of the grantor. Given under my hand and seal this 28th day of March , 1996 . JOAN L. DAVIS NOTARY PUBLIC My commission expires: July 15, 2000 EX-27 7 EXHIBIT 27
5 12-MOS DEC-31-1995 DEC-31-1995 201,795,775 0 299,896,891 16,690,059 306,773,384 830,741,318 2,212,884,633 747,484,618 2,296,141,333 447,136,311 106,850,000 35,902,460 0 0 1,364,513,484 2,296,141,333 3,462,045,648 3,462,045,648 2,900,168,171 2,900,168,171 130,677,162 0 0 432,334,505 157,800,000 274,534,505 0 0 0 274,534,505 3.14 3.13
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