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 -
<PAGE>
PART I
Item 1. Business
Nucor Corporation was incorporated in Delaware in 1958.
The business of Nucor Corporation and its subsidiaries is, and for a number
of years has been, the manufacture and sale of steel products, which accounted
for all of sales and earnings in 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-
<PAGE>
Item 2. Properties
Principal operating facilities are as follows:
<TABLE>
<CAPTION>
Approximate
square footage Principal
Location of facilities products
<S> <C> <C>
Blytheville-Hickman, Arkansas 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
</TABLE>
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 -
<PAGE>
PART III
Item 10. Directors and Executive Officers
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management
Incorporated by reference to Nucor 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:
<TABLE>
<CAPTION>
Page
<S> <C>
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 )
</TABLE>
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 -
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed (1) by the Registrant, and (2) on behalf of the
Registrant, by its principal executive, financial and accounting officers, and
its directors.
NUCOR CORPORATION
By 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 -
<PAGE>
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
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<PAGE>
EXHIBIT 11 - COMPUTATION OF NET EARNINGS PER SHARE
<TABLE>
<CAPTION>
Year ended December 31,
1995 1994 1993
<S> <C> <C> <C>
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
</TABLE>
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
NUCOR
COLD FINISH
DIVISIONS
Norfolk, Nebraska
Darlington, South Carolina
Brigham City, Utah
Nucor Cold Finish has three facilities producing cold drawn and turned, ground
and polished steel bars. Total capacity of all three facilities is 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
<PAGE>
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
<PAGE>
<TABLE>
SIX-YEAR 1995 1994 1993 1992 1991
FINANCIAL REVIEW
FOR THE YEAR
<S> <C> <C> <C> <C> <C>
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
<CAPTION>
SIX-YEAR 1990
FINANCIAL REVIEW
FOR THE YEAR
<S> <C>
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
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Year Ended
CONSOLIDATED STATEMENTS OF EARNINGS December 31, 1995 1994 1993
<S> <C> <C> <C>
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
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Treasury Stock
Common Stock Additional (AT COST)
Paid-in Retained
Shares Amount Capital Earnings Shares Amount
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
14
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS December 31, 1995 1994
ASSETS
<S> <C> <C>
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
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
15
<PAGE>
<TABLE>
<CAPTION>
Year Ended
CONSOLIDATED STATEMENTS December 31, 1995 1994
OF CASH FLOWS
<S> <C> <C> <C>
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
<CAPTION>
1993
<S> <C>
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
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
16
<PAGE>
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:
<TABLE>
<CAPTION>
December 31, 1995 1994
<S> <C> <C>
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
</TABLE>
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:
<TABLE>
<CAPTION>
December 31, 1995 1994
<S> <C> <C>
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
</TABLE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
1995 1994 1993
<S> <C> <C> <C>
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
</TABLE>
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):
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
1995
<S> <C> <C> <C> <C>
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
</TABLE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
1995
<S> <C> <C> <C> <C>
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
</TABLE>
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
EXHIBIT 21 - SUBSIDIARIES
Nucor-Yamato Steel Company, a Delaware limited partnership.
All other subsidiaries are not significant.
<PAGE>
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:
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
COMMON STOCK
"BENEFICIALLY
PRINCIPAL OCCUPATION OWNED" (AND
AND DIRECTORSHIPS IN OTHER DIRECTOR TERM PERCENT OF
NAME (AND AGE) PUBLIC COMPANIES SINCE EXPIRES CLASS) (NOTE)
<S> <C> <C> <C> <C>
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%)
</TABLE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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
<PAGE>
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)
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C>
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
<CAPTION>
10% ANNUAL
STOCK PRICE
NAME APPRECIATION
<S> <C>
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
</TABLE>
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)
<TABLE>
<CAPTION>
"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
<S> <C> <C> <C> <C> <C>
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
<CAPTION>
NAME UNEXERCISABLE
<S> <C>
F. Kenneth Iverson $13,301
John D. Correnti 8,865
Samuel Siegel 9,976
Larry A. Roos 6,650
Daniel R. DiMicco 6,650
</TABLE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
******************************************************************************
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.
<PAGE>
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.
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
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 201,795,775
<SECURITIES> 0
<RECEIVABLES> 299,896,891
<ALLOWANCES> 16,690,059
<INVENTORY> 306,773,384
<CURRENT-ASSETS> 830,741,318
<PP&E> 2,212,884,633
<DEPRECIATION> 747,484,618
<TOTAL-ASSETS> 2,296,141,333
<CURRENT-LIABILITIES> 447,136,311
<BONDS> 106,850,000
35,902,460
0
<COMMON> 0
<OTHER-SE> 1,364,513,484
<TOTAL-LIABILITY-AND-EQUITY> 2,296,141,333
<SALES> 3,462,045,648
<TOTAL-REVENUES> 3,462,045,648
<CGS> 2,900,168,171
<TOTAL-COSTS> 2,900,168,171
<OTHER-EXPENSES> 130,677,162
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 432,334,505
<INCOME-TAX> 157,800,000
<INCOME-CONTINUING> 274,534,505
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 274,534,505
<EPS-PRIMARY> 3.14
<EPS-DILUTED> 3.13
</TABLE>
