<PAGE>
1996
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, 1996 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 $4,171,319,584
at February 28, 1997.
87,848,847 shares of common stock were outstanding at February 28, 1997.
Documents incorporated by reference include: Portions of 1996 annual report
(Parts I, II, III and IV), and proxy statement for 1997 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 1996, 1995 and 1994.
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 1996, 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 $743,000,000 at December 31, 1996, and
about $610,000,000 at December 31, 1995 (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 6,600 employees are engaged in its steel products
business.
Additional information on Nucor's business is incorporated by reference to
Nucor's 1996 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 2,710,000 Steel shapes, flat-rolled steel
Norfolk-Stanton, Nebraska 2,100,000 Steel shapes, joists, deck
Brigham City-Plymouth, Utah 1,750,000 Steel shapes, joists
Darlington-Florence, South Carolina 1,480,000 Steel shapes, joists, deck
Grapeland-Jewett, Texas 1,400,000 Steel shapes, joists, deck
Crawfordsville, Indiana 1,300,000 Flat-rolled steel
Berkeley, South Carolina 1,300,000 Flat-rolled steel
</TABLE>
Additional operating facilities are located in Fort Payne, Alabama, Conway,
Arkansas, Saint Joe and Waterloo, Indiana, Wilson, North Carolina, and Swansea,
South Carolina, all engaged in the manufacture of steel products. During 1996,
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, 1996.
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 1996 annual report, pages 19
and 13, 13, and 12, respectively.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to Nucor Corporation's 1996 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 1997
annual stockholders' meeting, and page 19 of Nucor Corporation's 1996 Annual
Report.
Item 13. Certain Relationships and Related Transactions
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
<TABLE>
<CAPTION>
Financial Statements and Supplementary Data: Page
<S> <C>
Report and consent of Independent Accountants............................ 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.............. (1996 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 (incorporated by
reference to Form 10-K for year ended December 31, 1990)
3(i) - Certificate of amendment dated May 14, 1992, to Restated
Certificate of Incorporation (incorporated by reference to
Form 10-K for year ended December 31, 1992)
3(ii)- By-Laws as amended January 1, 1996
11 - Computation of net earnings per share
13 - 1996 annual report (portions incorporated by reference)
21 - Subsidiaries
22 - Proxy statement for 1997 annual stockholders' meeting
24 - Powers of attorney (incorporated by reference to Form 10-K
for years ended December 31, 1990 and December 31, 1995)
27 - Financial data schedule
Reports on Form 8-K:
None filed during the quarter ended December 31, 1996.
- 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
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 26, 1997
- 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, 1996 and 1995, and for each of the three years
in the period ended December 31, 1996, which financial statements are included
on pages 14 through 18 of the 1996 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, 1996 and 1995, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1996, 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, 1996 and 1995, and for the years ended
December 31, 1996, 1995, and 1994.
COOPERS & LYBRAND
Charlotte, North Carolina
February 14, 1997
-6-
<PAGE>
NUCOR CORPORATION
Exhibit 3(ii) to Form 10-K - 1996
NUCOR CORPORATION
BY-LAWS - JANUARY 1, 1996
CONTENTS
<TABLE>
<CAPTION>
ARTICLE SECTION PAGE
<S> <C> <C>
I OFFICES 1-2 1
II MEETINGS OF STOCKHOLDERS 1-10 1-4
III DIRECTORS 1-3 5
MEETINGS OF THE BOARD OF DIRECTORS 4-9 6-7
COMMITTEES OF DIRECTORS 10-11 8
COMPENSATION OF DIRECTORS 12 8
IV NOTICES 1-2 9
V OFFICERS 1-5 9-10
THE CHAIRMAN OF THE BOARD 6 11
THE VICE CHAIRMEN OF THE BOARD 7 11
THE PRESIDENT 8 11-12
THE VICE PRESIDENTS 9 12
THE TREASURER 10 12
THE ASSISTANT TREASURERS 11 13
THE SECRETARY 12 13
THE ASSISTANT SECRETARIES 13 14
VI CERTIFICATES OF STOCK 1-2 14-15
LOST, STOLEN, OR DESTROYED
CERTIFICATES OF STOCK 3 15
TRANSFERS OF STOCK CERTIFICATES 4 16
FIXING DATE FOR DETERMINATION
OF STOCKHOLDERS OF RECORD 5 16-17
REGISTERED STOCKHOLDERS 6 17
VII GENERAL PROVISIONS 17
DIVIDENDS 1-2 17-18
ANNUAL STATEMENT 3 18
FISCAL YEAR 4 18
SEAL 5 19
VIII AMENDMENTS TO BY-LAWS 1 19
</TABLE>
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 1
ARTICLE I - OFFICES
Section 1. The corporation's registered office in the State of Delaware
shall be in the City of Wilmington, County of New Castle.
Section 2. The corporation may also have offices at such other places,
within and without the State of Delaware, as the board of directors may, from
time to time, determine, or the business of the corporation may require.
ARTICLE II - MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held at such place, within or without the State of Delaware,
as may be fixed, from time to time, by the board of directors. Meetings of
stockholders for any other purpose may be held at such time or place, within or
without the State of Delaware, as shall be stated in the notice of the meeting
or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders shall be held on the second
Thursday of May if not a legal holiday, and if a legal holiday, then on the next
succeeding business day, at such time as shall be designated by the board of
directors, or at such other date and time, within thirteen months after the
corporation's last annual meeting of stockholders, as shall be designated
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 2
by the board of directors. At each annual meeting of stockholders, the
stockholders shall elect by plurality vote, by ballot, a board of directors, and
transact such other business as may be properly brought before the meeting.
Section 3. Except as may be otherwise provided by law, written notice
of each annual meeting of stockholders shall be given to each stockholder
entitled to vote, not less than ten nor more than sixty days before the date of
the meeting.
Section 4. The corporation shall prepare and make, or have prepared and
made, at least ten days before each meeting of stockholders, a complete list of
the stockholders entitled to vote at the meeting, arranged in alphabetical
order, showing the address of and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city where the meeting is to be held,
which place shall be specified in the notice of the meeting, or, if not
specified, at the place where the meeting is to be held. Such list shall be
produced and kept at the time and place of the meeting during the whole time
thereof, and subject to the inspection of any stockholder who may be present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by law or by the certificate of
incorporation, may be called by the chairman of the board and shall be called by
the chairman of the board or secretary at the request in writing
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 3
of a majority of the board of directors, or at the request in writing of
stockholders owning a majority in amount of the entire capital stock of the
corporation issued and outstanding and entitled to vote. Such request shall
state the purpose or purposes of the proposed meeting.
Section 6. Except as may be otherwise provided by law, written notice
of a special meeting of stockholders, stating the time, place and purposes
thereof, shall be given to each stockholder entitled to vote thereat, not less
than ten nor more than sixty days before the date of the meeting.
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice of the meeting.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business, except as otherwise provided by law or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented by proxy at any meeting of the stockholders, the stockholders
entitled to vote thereat, present in person or represented by proxy, shall have
power to adjourn the meeting from time to time, without notice other than
announcement at the meeting or as may be required by law, until a quorum shall
be present or represented by proxy. At such adjourned meeting at which a quorum
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 4
shall be present or represented by proxy, any business may be transacted which
might have been transacted at the meeting as originally notified.
Section 9. When a quorum is present at any meeting of stockholders, the
vote of the holders of a majority of the stock having voting power, present in
person or represented by proxy, shall decide any question brought before the
meeting, unless the question is one upon which, by express provision of law or
of the certificate of incorporation or of the by-laws, a different vote is
required, in which case such express provision shall govern and control the
decision of such question.
Section 10. At any meeting of the stockholders, every stockholder
having the right to vote shall be entitled to vote in person, or by proxy
appointed by an instrument in writing subscribed by such stockholder and bearing
a date not more than three years prior to the meeting, unless said instrument
provides for a longer period. Each stockholder shall have one vote for each
share of stock having voting power, registered in the stockholder's name on the
stock books of the corporation as of the record date for the meeting. At all
elections of directors, each stockholder of the corporation having voting power
shall have the right of cumulative voting as provided in the certificate of
incorporation.
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 5
ARTICLE III - DIRECTORS
Section 1. The number of directors which shall constitute the whole
board of directors shall be not less than three nor more than nine. The number
of directors shall be determined by resolution of the board of directors, or by
the stockholders at an annual meeting of stockholders. Directors shall be
elected at the annual meeting of the stockholders, except as provided in Section
2 of this Article. Directors shall be divided into three classes, each class to
be as equal in number as possible. At each annual meeting of stockholders,
directors shall be elected for a three-year term, to succeed the class of
directors whose term expires in that year.
Section 2. Vacancies, and newly created directorships resulting from
any increase in the authorized number of directors, may be filled by a majority
of the directors then in office, though less than a quorum, and the directors so
chosen shall hold office until the next election of the class for which such
directors shall have been chosen, and until their successors shall be duly
elected and qualified, or until death, resignation or removal.
Section 3. The business of the corporation shall be managed by its
board of directors, which may exercise all such powers of the corporation and do
all such lawful acts and things as are not by law or by the certificate of
incorporation or by these by-laws directed or required to be exercised or done
by the stockholders.
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 6
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold meetings,
both regular and special, within or without the State of Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting of stockholders, and no notice of such first
meeting shall be necessary to the newly elected directors in order legally to
constitute such first meeting, provided a quorum shall be present. In the event
of the failure of the stockholders to fix the time or place of such first
meeting of the newly elected board of directors, or in the event such first
meeting is not held at the time and place so fixed by the stockholders, such
first meeting may be held at the time and place as shall be specified in a
notice given as hereinafter provided for special meetings of the board of
directors, or as shall be specified in a written waiver or waivers signed by all
of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall, from time to time, be
determined by the board of directors.
Section 7. Special meetings of the board of directors may be called by
the chairman of the board on two days' notice to each director, either
personally or by mail or by telegram or
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 7
by telefax. Special meetings shall be called by the chairman of the board or
secretary in like manner and on like notice on the written request of two
directors.
Section 8. At all meetings of the board of directors, the lesser of
three directors or a majority of the directors (but not less than one-third of
the total number of directors nor less than two directors) shall constitute a
quorum for the transaction of business, and the act of a majority of the
directors present at any meeting at which there is a quorum shall be the act of
the board of directors, except as may be otherwise specifically provided by law
or by the certificate of incorporation. If a quorum shall not be present at any
meeting of the board of directors, the directors present thereat may adjourn the
meeting, from time to time, without notice other than announcement at the
meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors, or of any committee thereof, may be taken
without a meeting, if a written consent thereto is signed by all members of the
board of directors or of such committee, as the case may be, and such written
consent is filed with the minutes of the board of directors or of such
committee.
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 8
COMMITTEES OF DIRECTORS
Section 10. The board of directors may, by resolution passed by a
majority of the whole board of directors, designate one or more committees, each
committee to consist of one or more of the directors of the corporation, which,
to the extent provided in the resolution and as allowed by law, shall have and
may exercise the powers of the board of directors in the management of the
business and affairs of the corporation. Such committee or committees shall have
such name or names as may be determined from time to time by resolution adopted
by the board of directors.
Section 11. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors, when requested or required.
COMPENSATION OF DIRECTORS
Section 12. The directors shall be paid their expenses, if any, in
connection with their attendance at each meeting of the board of directors.
Directors may also be paid a fixed amount for attendance at each meeting of the
board of directors, or a stated amount per year or per quarter or per month, or
both. No such payment shall preclude any director from serving the corporation
in any other capacity and receiving compensation therefor. Directors who are
members of committees may, in addition, be paid a fixed amount for attending
each committee meeting.
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 9
ARTICLE IV - NOTICES
Section 1. Notices to directors and stockholders shall be in writing
and delivered personally or sent to the directors or stockholders at their
addresses appearing on the records of the corporation. Notice shall be deemed to
be given at the time when the same shall be sent. Notice to directors may be
sent by mail, telegram, telefax, electronic or other communication.
Section 2. Whenever any notice is required to be given under the
provisions of law or of the certificate of incorporation or of these by-laws, a
waiver thereof in writing, signed by the person or persons entitled to said
notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
ARTICLE V - OFFICERS
Section 1. The executive officers of the corporation shall be elected
by the board of directors and shall be a chairman of the board, one or more vice
chairmen of the board, a president, one or more vice presidents, a treasurer and
a secretary. The board of directors may also elect, or any of the executive
officers may appoint, one or more assistant treasurers and assistant
secretaries. Two or more offices may be held by the same person.
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 10
Section 2. The board of directors, at its first meeting after each
annual meeting of stockholders, shall elect a chairman of the board and one or
more vice chairmen of the board from among the directors, and shall also elect a
president, one or more vice presidents, a treasurer and a secretary, none of
whom need be a member of the board of directors.
Section 3. The board of directors may elect such other officers as it
shall deem necessary, who shall hold their offices for such terms and shall
exercise such powers and perform such duties as shall be determined, from time
to time, by the board of directors.
Section 4. The compensation of the chairman of the board, the vice
chairmen of the board, the president, the vice presidents, the treasurer and the
secretary shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors shall be duly chosen and qualified, or until death, resignation
or removal. Any officer elected by the board of directors may be removed at any
time by the affirmative vote of a majority of the board of directors.
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 11
THE CHAIRMAN OF THE BOARD
Section 6. The chairman of the board shall, when present, preside at
all meetings of the stockholders and of the board of directors, and, subject to
the power and authority of the board of directors, shall see that all orders and
resolutions of the board of directors are carried into effect. The chairman of
the board shall perform such other duties and have such other powers as the
board of directors may, from time to time, prescribe.
THE VICE CHAIRMEN OF THE BOARD
Section 7. The vice chairman of the board, or if there be more than
one, the vice chairmen of the board, in the order determined by the board of
directors, shall, in the absence or disability of the chairman of the board,
perform the duties and exercise the powers of the chairman of the board, and
shall perform such other duties and have such other powers as the board of
directors may, from time to time, prescribe.
THE PRESIDENT
Section 8. The president shall, in the absence or disability of both
the chairman of the board and the vice chairmen of the board, perform the duties
and exercise the powers of the
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 12
chairman of the board, and shall perform such other duties and have such other
powers as the board of directors may, from time to time, prescribe.
THE VICE PRESIDENTS
Section 9. The vice president, or if there be more than one, the vice
presidents, in the order determined by the board of directors, shall, in the
absence or disability of the president, perform the duties and exercise the
powers of the president, and shall perform such other duties and have such other
powers as the board of directors may, from time to time, prescribe.
THE TREASURER
Section 10. The treasurer shall have custody of the corporation's funds
and securities, and shall keep, or have kept, accounts of receipts and
disbursements in books and records of the corporation, and shall deposit, or
have deposited, moneys and securities in the name and to the credit of the
corporation in appropriate depositories. The treasurer shall disburse, or have
disbursed, the funds of the corporation for appropriate corporate purposes and
with appropriate documentation, and shall perform such other duties and have
such other powers as the board of directors may, from time to time, prescribe.
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 13
THE ASSISTANT TREASURERS
Section 11. The assistant treasurer, or if there be more than one, the
assistant treasurers, in the order determined by the board of directors, shall,
in the absence or disability of the treasurer, perform the duties and exercise
the powers of the treasurer, and shall perform such other duties and have such
other powers as the board of directors may, from time to time, prescribe.
THE SECRETARY
Section 12. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders, and shall record the proceedings
of all meetings of the board of directors and all meetings of the stockholders,
and shall perform like duties for the committees of the board of directors, when
required or requested. The secretary shall give, or cause to be given, notice of
all special meetings of the board of directors and all meetings of the
stockholders, and shall perform such other duties and have such other powers as
the board of directors may, from to time, prescribe. The secretary shall keep,
or have kept, in custody the seal of the corporation and affix, or have affixed,
the same to any instrument requiring it and, when so affixed, it shall be
attested by the secretary's signature.
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 14
THE ASSISTANT SECRETARIES
Section 13. The assistant secretary, or if there be more than one, the
assistant secretaries, in the order determined by the board of directors, shall,
in the absence or disability of the secretary, perform the duties and exercise
the powers of the secretary, and shall perform such other duties and have such
other powers as the board of directors may, from time to time, prescribe.
ARTICLE VI - CERTIFICATES OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman of the board or a vice chairman of the board or the president or a vice
president, and the treasurer or an assistant treasurer or the secretary or an
assistant secretary of the corporation, certifying the number of shares owned by
the stockholder in the corporation.
Section 2. Where a certificate of stock is signed (1) by a transfer
agent or (2) by a transfer clerk acting on behalf of the corporation and a
registrar, the signature of any such chairman of the board, vice chairman of the
board, president, vice president, treasurer, assistant treasurer, secretary or
assistant secretary may be facsimile. In case any officer or officers who have
signed, or whose facsimile signature or signatures have been used on, any such
certificate
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 15
or certificates shall cease to be such officer or officers of the corporation,
whether because of death, resignation or otherwise, before such certificate or
certificates have been delivered by the corporation, such certificate or
certificates may be issued and delivered as though the person or persons who
signed such certificate or certificates, or whose facsimile signature or
signatures have been used thereon, had not ceased to be such officer or officers
of the corporation.
LOST, STOLEN, OR DESTROYED CERTIFICATES OF STOCK
Section 3. The corporation may issue, or have issued, a new certificate
or certificates of stock in place of any certificate or certificates theretofore
issued by the corporation alleged to have been lost, stolen or destroyed, upon
the making of an affidavit of that fact by the owner of the certificate or
certificates of stock alleged to have been lost, stolen or destroyed, or by the
owner's legal representative. When authorizing such issue of a new certificate
or certificates, the corporation may, in its discretion and as a condition
precedent to the issuance thereof, require that the owner of such allegedly
lost, stolen or destroyed certificate or certificates, or the owner's legal
representative, give to the corporation a bond sufficient to indemnify the
corporation against any claim that may be made against the corporation with
respect to the certificate or certificates alleged to have been lost, stolen or
destroyed.
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 16
TRANSFERS OF STOCK CERTIFICATES
Section 4. Upon surrender to the corporation, or to the transfer agent
of the corporation, of a validly outstanding certificate of stock duly endorsed
or accompanied by proper evidence of succession, assignment or authority to
transfer, the corporation shall issue, or have issued, a new certificate to the
person entitled thereto, cancel the old certificate, and record the transaction
upon its stock books.
FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD
Section 5. The board of directors may, by resolution, fix a record date
for determining stockholders entitled to notice of, or to vote at, any meeting
of stockholders, or any adjournment thereof, which record date shall not precede
the date of such resolution and which record date shall not be more than sixty
nor less than ten days before the date of such meeting of stockholders. The
board of directors may, by resolution, fix a record date for determining
stockholders entitled to consent to corporate action in writing without a
meeting of stockholders, which record date shall not precede the date of such
resolution and which record date shall not be more than ten days after the date
of such resolution. The board of directors may, by resolution, fix a record date
for determining stockholders entitled to receive payment of any dividend or
other distribution or allotment of any rights, or stockholders entitled to
exercise any rights in respect to any change, conversion or exchange of stock or
for the purpose of any other lawful action,
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 17
which record date shall not precede the date of such resolution and which record
date shall not be more than sixty days prior to such action.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the exclusive
right of a person registered on the corporation's stock books as the owner of
shares to receive dividends, and to vote as such owner, and to hold liable for
calls and assessments a person registered on the corporation's stock books as
the owner of shares, and shall not be bound to recognize any equitable or other
claim to, or interest in, such shares on the part of any other person, whether
or not it shall have express or other notice thereof, except as otherwise
provided by the laws of the State of Delaware.
ARTICLE VII - GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation, subject
to the provisions, if any, of the certificate of incorporation may be declared
by the board of directors at any regular or special meeting of the board of
directors, pursuant to law. Dividends may be paid
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 18
in cash, in property, or in shares of the capital stock, subject to the
provisions, if any, of the certificate of incorporation.
Section 2. Before payment of any dividend, there may be set aside, out
of any funds of the corporation available for dividends, such sum or sums as the
board of directors, from time to time, in their absolute discretion, believe
appropriate.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual meeting
of stockholders, and at any special meeting of the stockholders when called for
by vote of the stockholders, a statement of the business and condition of the
corporation.
FISCAL YEAR
Section 4. The fiscal year of the corporation shall be the calendar
year, unless otherwise fixed by resolution of the board of directors.
<PAGE>
NUCOR CORPORATION BY-LAWS JANUARY 1, 1996 PAGE 19
SEAL
Section 5. The corporate seal shall have inscribed thereon the name of
the corporation, the year of its incorporation and the state in which
incorporated. The seal may be used by causing it, or a facsimile thereof, to be
impressed or affixed or reproduced.
ARTICLE VIII - AMENDMENTS TO BY-LAWS
Section 1. These by-laws may be amended, altered, or repealed at any
regular meeting of the stockholders or of the board of directors, or at any
special meeting of the stockholders or of the board of directors, if notice of
such amendment, alteration, or repeal be contained in the notice of such special
meeting.
<PAGE>
NUCOR CORPORATION
Exhibits 11 and 21 to FORM 10-K - 1996
EXHIBIT 11 - COMPUTATION OF NET EARNINGS PER SHARE
<TABLE>
<CAPTION>
Year ended December 31,
1996 1995 1994
PRIMARY:
<S> <C> <C> <C>
Primary net earnings....................... $248,168,948 $274,534,505 $226,632,844
Average shares outstanding:
(excludes dilutive effect of employee
stock options because less than 3%)...... 87,685,750 87,430,370 87,166,164
Primary net earnings per share............. $2.8302 $3.1400 $2.6000
FULLY DILUTED:
Fully diluted net earnings................. $248,168,948 $274,534,505 $226,632,844
Fully diluted average shares outstanding:
Primary shares outstanding............... 87,685,750 87,430,370 87,166,164
Dilutive effect of employee stock options 96,678 182,523 330,650
87,782,428 87,612,893 87,496,814
Fully diluted net earnings per share....... $2.8271 $3.1335 $2.5902
</TABLE>
<PAGE>
BUSINESS REVIEW
Nucor Corporation's business is the manufacture of steel products. During the
last five years, the sales of Nucor have increased 150%, from $1,465,000,000 in
1991 to $3,647,000,000 in 1996. All of this growth has been internally
generated.
NUCOR STEEL
NUCOR-YAMATO STEEL COMPANY
Nucor Corporation operates scrap-based steel mills in eight locations. These
mills utilize modern steelmaking techniques and produce steel at a cost
competitive with steel manufactured anywhere in the world.
Production in 1996 was 8,423,000 tons, a 7% increase from 1995's 7,865,000
tons. Annual production capacity has grown from 120,000 tons in 1970 to a
present total of over 10,000,000 tons.
Steel sales to outside customers in 1996 were 7,252,000 tons, 8% higher than
the 6,745,000 tons in 1995. This represented about 85% of the eight 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 1996, Vulcraft produced 543,000 tons of steel joists and joist girders,
slightly less than the 552,000 tons in 1995. 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 1996, Vulcraft's steel deck sales were 256,000 tons, a 9% increase from
1995's 234,000 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.
The expanded facility in Nebraska also produces turned, ground and polished
steel bars.
Sales in 1996 were 221,000 tons, a 6% decrease from 1995's 234,000 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
Nucor Fastener's state-of-the-art steel bolt-making facility in Indiana has an
annual capacity of close to 75,000 tons. An additional new 40,000 tons-per-year
fastener facility in Arkansas began operations late in 1995.
NUCOR BEARING PRODUCTS, INC.
This North Carolina facility produces steel bearings and machined steel parts,
and accounts for a small percentage of Nucor Corporation's sales.
NUCOR BUILDING SYSTEMS
Nucor Building Systems has a modern facility to produce metal buildings and
components in Indiana. Late in the fourth quarter of 1996, operations began at
an additional new facility in South Carolina.
FINANCES
Capital expenditures are primarily for new facilities and expansion of
existing facilities. These expenditures were $537,000,000 in 1996 and are
anticipated to be over $200,000,000 in 1997. Funds are provided from operations
and new long-term debt.
In 1996 the ratio of long-term debt to total capital (long-term debt plus
minority interests plus stockholders' equity) was 8%, compared with 6% in 1995.
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 $2.83 per share in 1996 decreased 10% from $3.14 per share in
1995. Earnings were 17% of average equity in 1996, compared with 22% in 1995.
5
<PAGE>
NUCOR STEEL
DIVISIONS
Darlington, South Carolina
Norfolk, Nebraska
Jewett, Texas
Plymouth, Utah
Crawfordsville, Indiana
Hickman, Arkansas
Berkeley, South Carolina
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 three newest mills produce sheet steel. All
seven 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 three Nucor Steel sheet mills were constructed between 1989
and 1996. The total cost of these new sheet mills averaged about $240 per ton of
current annual capacity.
Total capacity of the four bar mills exceeds 3 million tons-
per-year.
All Nucor Steel mills have high productivity, which results in employment
costs less than 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 1996.
Scrap and scrap substitutes are the most significant element in the total cost
of steel. Their average cost decreased to about $150 per gross ton in 1996 from
about $155 per gross ton in 1995.
MARKETS
About 80% of the seven mills' production in 1996 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 manufacturers and steel service
centers.
8
<PAGE>
MARKETING
Nucor Steel uses a simpler highly-competitive 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. Over the years 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 hot and cold rolled sheet steel products near
Crawfordsville, Indiana. This facility utilizes a thin slab caster, and has a
lower capital cost than integrated steel mills producing these products.
In 1992, Nucor Steel completed construction and started operation of a second
new sheet mill to produce 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
additional casters and new reheat furnaces at both facilities, increased total
capacity by more than 80%, to 3,800,000 tons-per-year.
In 1996, Nucor Steel completed construction and started operations of a third
new sheet mill to produce 1,800,000 tons-per-year of hot rolled and cold rolled
sheet steel in Berkeley County, South Carolina. This increased total sheet steel
capacity to 5,600,000 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 1996, Nucor-Yamato Steel
shipped over 2,000,000 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 is anticipated to
increase from 1996's 8,423,000 tons, to more than 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.
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 well in excess of 600,000 tons-per-year.
The production of joists by Vulcraft in 1996 was 543,000 tons, a slight
decrease from 1995's 552,000 tons.
Materials, primarily steel, were about 50% of the joist sales dollar in 1996.
Vulcraft obtained about 90% of its steel requirements from Nucor Steel. For
1996, freight costs for joists and joist girders were less than 10% of the sales
dollar. Vulcraft maintains an extensive fleet of 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. Construction is underway on a
new 50,000 tons-per-year steel deck facility in Fort Payne, Alabama; operations
should begin in the last half of 1997. Coiled sheet steel was about 65% of the
steel deck sales dollar in 1996.
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 1996, Vulcraft
supplied more than an estimated 40% of total domestic sales of these products.
Steel deck is used extensively in floors and roofs. Steel deck is specified in
the vast majority of buildings using steel joists and joist girders. Vulcraft
steel deck sales increased to 256,000 tons in 1996 from 234,000 tons in 1995.
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%.
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.
1996 sales of cold finished steel products were 221,000 tons, a 6% decrease
from 1995's 234,000 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 sixteen 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 in heat treated,
fully machined, or as-forged condition.
The facility uses just-in-time production methods to support low inventory
levels and short lead times to meet customers delivery requirements. Quality
control systems consistent with QS-9000 are implemented to assure customers
of continuous improvement and high quality products.
Products manufactured have a wide variety of applications, including
automotive, office equipment, electric motors, farm equipment and materials
handling equipment.
All of Nucor Bearing Products sales are to the larger industrial companies
in the United States.
Nucor Bearing Products serves industry's growing need to source high volume
bearing components from outside vendors.
11
<PAGE>
NUCOR
BUILDING SYSTEMS
DIVISIONS
Waterloo, Indiana
Swansea, South Carolina
Nucor Building Systems produces pre-engineered metal building systems and has
an annual capacity of about 105,000 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 1996, 1995 and 1994 sales resulted primarily from increased
volume. The major component of cost of products sold is raw material costs. The
average price of raw materials was substantially unchanged in 1996, increased by
5% in 1995, and increased by 15% in 1994. The major components of marketing,
administrative and other expenses are freight and profit sharing costs. Unit
freight costs increased by about 5% in 1996, increased by about 2% in 1995, and
decreased by about 10% in 1994. Profit sharing costs decreased by about 25% in
1996, increased by about 15% in 1995, and increased by about 90% in 1994. Profit
sharing costs are based upon and fluctuate with pre-tax earnings.
Interest expense is reduced by interest income from short-term investments.
The 1996 increase resulted primarily from decreased average investments. The
1995 decrease resulted from decreased borrowings, and the 1994 increase resulted
from increased borrowings.
The decrease in 1996 earnings resulted primarily from increased pre-operating
and start-up costs of new facilities.
The increase in 1995 earnings resulted primarily from increased sales due to
increased volume.
The increase in 1994 net earnings resulted primarily from increased sales and
margins, due to increased sales volume and increased average prices.
LIQUIDITY AND
CAPITAL RESOURCES
In 1996, working capital decreased about 5% to $363 million, due primarily to
increased capital expenditures. The current ratio was 1.8 in 1996, 1.9 in 1995,
and 1.7 in 1994.
The increase in 1996, 1995 and 1994 inventories was due primarily to increased
capacity, increased prices and increased production levels.
Capital expenditures were $537 million in 1996, $263 million in 1995, and $185
million in 1994. Capital expenditures are currently projected to be more than
$200 million in 1997. Funds provided from operations, existing credit facilities
and new borrowings are expected to be adequate to meet future capital
expenditure and working capital requirements.
Net long-term debt borrowings were $46 million in 1996. Net long-term debt
repayments were $66 million in 1995 and $179 million in 1994. Unused long-term
credit facilities total $255 million at the end of 1996. The percentage of
long-term debt to total capital was 8% in 1996, 6% in 1995, and 12% in 1994.
12
<PAGE>
<TABLE>
<CAPTION>
SIX-YEAR 1996 1995 1994 1993 1992
FINANCIAL REVIEW
FOR THE YEAR
<S> <C> <C> <C> <C> <C>
Net sales............................ $ 3,647,030,387 $ 3,462,045,648 $ 2,975,596,456 $ 2,253,738,311 $ 1,619,234,876
Costs and expenses:
Cost of products sold.............. 3,139,157,919 2,900,168,171 2,491,759,846 1,965,847,476 1,417,376,345
Marketing, administrative
and other expenses............... 120,387,357 130,677,162 113,388,724 87,582,891 76,796,340
Interest expense (income).......... (283,837) (1,134,190) 13,515,042 13,198,337 7,736,488
3,259,261,439 3,029,711,143 2,618,663,612 2,066,628,704 1,501,909,173
Earnings before
federal income taxes............... 387,768,948 432,334,505 356,932,844 187,109,607 117,325,703
Federal income taxes................. 139,600,000 157,800,000 130,300,000 63,600,000 38,100,000
Net earnings......................... 248,168,948 274,534,505 226,632,844 123,509,607 79,225,703
Net earnings per share............... 2.83 3.14 2.60 1.42 .92
Dividends declared per share......... .32 .28 .18 .16 .14
Percentage of earnings to sales...... 6.8% 7.9% 7.6% 5.5% 4.9%
Return on average equity............. 16.6% 21.9% 22.4% 14.6% 10.6%
Capital expenditures................. 537,438,406 263,421,786 185,324,442 364,160,462 379,124,386
Depreciation......................... 182,232,851 173,887,657 157,652,083 122,265,448 97,779,468
Sales per employee................... 572,038 570,353 502,507 384,105 283,455
AT YEAR END
Current assets....................... $828,380,585 $830,741,318 $638,701,397 $468,231,882 $381,616,740
Current liabilities.................. 465,652,755 447,136,311 382,465,202 350,490,781 271,971,686
Working capital...................... 362,727,830 383,605,007 256,236,195 117,741,101 109,645,054
Current ratio...................... 1.8 1.9 1.7 1.3 1.4
Property, plant and equipment........ 1,791,152,821 1,465,400,015 1,363,218,768 1,361,036,440 1,125,765,515
Total assets......................... 2,619,533,406 2,296,141,333 2,001,920,165 1,829,268,322 1,507,382,255
Long-term debt....................... 152,600,000 106,850,000 173,000,000 352,250,000 246,750,000
Percentage of debt to capital...... 7.5% 6.2% 11.8% 25.2% 21.1%
Stockholders' equity................. 1,609,290,193 1,382,112,159 1,122,610,257 902,166,939 784,230,713
Per share.......................... 18.33 15.78 12.85 10.36 9.04
Shares outstanding................... 87,795,947 87,598,517 87,333,313 87,073,478 86,736,700
Stockholders......................... 39,000 39,000 38,000 33,000 29,000
Employees............................ 6,600 6,200 5,900 5,900 5,800
<CAPTION>
1991
SIX-YEAR
FINANCIAL REVIEW
FOR THE YEAR
<S> <C>
Net sales............................ $ 1,465,456,566
Costs and expenses:
Cost of products sold.............. 1,302,744,052
Marketing, administrative
and other expenses............... 66,986,699
Interest expense (income).......... (90,684)
1,369,640,067
Earnings before
federal income taxes............... 95,816,499
Federal income taxes................. 31,100,000
Net earnings......................... 64,716,499
Net earnings per share............... .75
Dividends declared per share......... .13
Percentage of earnings to sales...... 4.4%
Return on average equity............. 9.5%
Capital expenditures................. 217,721,085
Depreciation......................... 93,577,626
Sales per employee................... 264,046
AT YEAR END
Current assets....................... $334,293,244
Current liabilities.................. 229,166,248
Working capital...................... 105,126,996
Current ratio...................... 1.5
Property, plant and equipment........ 847,283,554
Total assets......................... 1,181,576,798
Long-term debt....................... 72,778,000
Percentage of debt to capital...... 8.0%
Stockholders' equity................. 711,608,991
Per share.......................... 8.23
Shares outstanding................... 86,417,804
Stockholders......................... 27,000
Employees............................ 5,600
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED
CONSOLIDATED STATEMENTS OF EARNINGS DECEMBER 31, 1996 1995
<S> <C> <C> <C>
Net sales........................................................................ $3,647,030,387 $3,462,045,648
Costs and expenses:
Cost of products sold.......................................................... 3,139,157,919 2,900,168,171
Marketing, administrative and other expenses................................... 120,387,357 130,677,162
Interest expense (income) (Note 7)............................................. (283,837) (1,134,190)
3,259,261,439 3,029,711,143
Earnings before federal income taxes............................................. 387,768,948 432,334,505
Federal income taxes (Note 8).................................................. 139,600,000 157,800,000
Net earnings..................................................................... $ 248,168,948 $ 274,534,505
Net earnings per share (Note 6)................................................ $2.83 $3.14
<CAPTION>
CONSOLIDATED STATEMENTS OF EARNINGS 1994
<S> <C>
Net sales........................................................................ $2,975,596,456
Costs and expenses:
Cost of products sold.......................................................... 2,491,759,846
Marketing, administrative and other expenses................................... 113,388,724
Interest expense (income) (Note 7)............................................. 13,515,042
2,618,663,612
Earnings before federal income taxes............................................. 356,932,844
Federal income taxes (Note 8).................................................. 130,300,000
Net earnings..................................................................... $ 226,632,844
Net earnings per share (Note 6)................................................ $2.60
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL TREASURY STOCK
PAID-IN RETAINED (AT COST)
SHARES AMOUNT CAPITAL EARNINGS
SHARES
<S> <C> <C> <C> <C> <C>
Balance, December 31, 1993............. 89,253,056 $ 35,701,222 $ 29,913,677 $ 854,857,471 2,179,578
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)
Cash dividends ($.18 per share)........ (15,693,894)
Balance, December 31, 1994............. 89,507,681 35,803,072 39,272,431 1,065,796,421 2,174,368
Net earnings in 1995................... 274,534,505
Employee stock options................. 160,970 64,389 3,464,978
Employee stock compensation
and service awards................... 87,498 34,999 5,932,034 (20,397)
Treasury stock acquired................ 3,661
Cash dividends ($.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
Net earnings in 1996................... 248,168,948
Employee stock options................. 121,137 48,454 3,126,446
Employee stock compensation
and service awards................... 3,251,721 (76,293)
Cash dividends ($.32 per share)........ (28,064,499)
BALANCE, DECEMBER 31, 1996............. 89,877,286 $ 35,950,914 $ 55,047,610 $1,535,948,490 2,081,339
<CAPTION>
AMOUNT
Balance, December 31, 1993............. $ 18,305,431
Net earnings in 1994...................
Employee stock options.................
Employee stock compensation
and service awards................... (43,764)
Cash dividends ($.18 per share)........
Balance, December 31, 1994............. 18,261,667
Net earnings in 1995...................
Employee stock options.................
Employee stock compensation
and service awards................... (172,887)
Treasury stock acquired................ 215,005
Cash dividends ($.28 per share)........
Balance, December 31, 1995............. 18,303,785
Net earnings in 1996...................
Employee stock options.................
Employee stock compensation
and service awards................... (646,964)
Cash dividends ($.32 per share)........
BALANCE, DECEMBER 31, 1996............. $ 17,656,821
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
14
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1996 1995
<S> <C> <C>
ASSETS
Current assets:
Cash and short-term investments...................................... $ 104,400,585 $ 201,795,775
Accounts receivable (Note 2)......................................... 292,637,918 283,206,832
Inventories (Note 3)................................................. 385,798,890 306,773,384
Other current assets................................................. 45,543,192 38,965,327
Total current assets............................................... 828,380,585 830,741,318
Property, plant and equipment (Note 4)................................. 1,791,152,821 1,465,400,015
$2,619,533,406 $2,296,141,333
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Long-term debt due within one year................................... $ 750,000 $ 150,000
Accounts payable..................................................... 224,369,943 214,562,570
Federal income taxes................................................. 10,285,829 11,298,873
Salaries, wages and related accruals................................. 101,712,186 104,562,678
Accrued expenses and other current liabilities....................... 128,534,797 116,562,190
Total current liabilities.......................................... 465,652,755 447,136,311
Long-term debt due after one year (Note 5)............................. 152,600,000 106,850,000
Deferred credits and other liabilities (Note 8)................... 126,284,101 139,384,197
Minority interests..................................................... 265,706,357 220,658,666
Stockholders' equity (Note 6):
Common stock......................................................... 35,950,914 35,902,460
Additional paid-in capital........................................... 55,047,610 48,669,443
Retained earnings.................................................... 1,535,948,490 1,315,844,041
1,626,947,014 1,400,415,944
Treasury stock....................................................... (17,656,821) (18,303,785)
1,609,290,193 1,382,112,159
$2,619,533,406 $2,296,141,333
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
15
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED
CONSOLIDATED STATEMENTS DECEMBER 31, 1996 1995
OF CASH FLOWS
<S> <C> <C> <C>
CONSOLIDATED STATEMENTS
OPERATING ACTIVITIES:
Net earnings.......................................................... $248,168,948 $274,534,505
Adjustments:
Depreciation of plant and equipment................................. 182,232,851 173,887,657
Deferred federal income taxes....................................... (8,000,000) (15,000,000)
Minority interests.................................................. 82,569,451 48,183,237
Changes in:
Accounts receivable............................................... (9,431,086) (25,074,885)
Inventories....................................................... (79,025,506) (63,746,530)
Accounts payable.................................................. 9,807,373 31,716,160
Federal income taxes.............................................. (1,013,044) (4,208,786)
Other............................................................. 25,302,461 26,868,839
Cash provided by operating activities................................. 450,611,448 447,160,197
INVESTING ACTIVITIES:
Capital expenditures.................................................. (537,438,406) (263,421,786)
Disposition of plant and equipment.................................... 1,594,442 919,247
Cash used in investing activities..................................... (535,843,964) (262,502,539)
FINANCING ACTIVITIES:
New long-term debt.................................................... 46,500,000 24,000,000
Reduction in long-term debt........................................... (150,000) (90,250,000)
Issuance of common stock.............................................. 7,073,585 9,669,288
Contributions for (distributions to) minority interests............... (37,521,760) (3,509,760)
Cash dividends........................................................ (28,064,499) (24,486,885)
Acquisition of treasury stock......................................... -- (215,005)
Cash used in financing activities..................................... (12,162,674) (84,792,362)
INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS.................. (97,395,190) 99,865,296
CASH AND SHORT-TERM INVESTMENTS -- BEGINNING OF YEAR.................... 201,795,775 101,930,479
CASH AND SHORT-TERM INVESTMENTS -- END OF YEAR.......................... $104,400,585 $201,795,775
<CAPTION>
1994
OPERATING ACTIVITIES:
Net earnings.......................................................... $226,632,844
Adjustments:
Depreciation of plant and equipment................................. 157,652,083
Deferred federal income taxes....................................... (2,000,000)
Minority interests.................................................. 17,673,235
Changes in:
Accounts receivable............................................... (55,955,706)
Inventories....................................................... (28,012,284)
Accounts payable.................................................. 17,111,882
Federal income taxes.............................................. 1,240,507
Other............................................................. 90,603,897
Cash provided by operating activities................................. 424,946,458
INVESTING ACTIVITIES:
Capital expenditures.................................................. (185,324,442)
Disposition of plant and equipment.................................... 5,218,722
Cash used in investing activities..................................... (180,105,720)
FINANCING ACTIVITIES:
New long-term debt.................................................... --
Reduction in long-term debt........................................... (179,200,000)
Issuance of common stock.............................................. 9,504,368
Contributions for (distributions to) minority interests............... 15,224,450
Cash dividends........................................................ (15,693,894)
Acquisition of treasury stock......................................... --
Cash used in financing activities..................................... (170,165,076)
INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS.................. 74,675,662
CASH AND SHORT-TERM INVESTMENTS -- BEGINNING OF YEAR.................... 27,254,817
CASH AND SHORT-TERM INVESTMENTS -- END OF YEAR.......................... $101,930,479
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
16
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 1996, 1995 and 1994
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
$14,601,574 in 1996 ($16,690,059 in 1995 and $14,944,181 in 1994).
3. INVENTORIES:
Inventories consist of approximately 60% raw materials and supplies, and 40%
finished and semi-finished products in 1996 (55% and 45% in 1995). Inventories
valued on the last-in, first-out (LIFO) method of accounting represent
approximately 90% of total inventories in 1996 and 1995. 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 $73,900,931 higher in 1996
($93,932,099 higher in 1995).
4. PROPERTY, PLANT AND EQUIPMENT:
<TABLE>
<CAPTION>
DECEMBER 31, 1996 1995
<S> <C> <C>
Land and improvements.............. $ 63,019,255 $ 50,889,972
Buildings and improvements......... 252,921,515 208,183,010
Machinery and equipment............ 2,304,674,598 1,732,719,160
Construction in process
and equipment deposits............ 78,136,938 221,092,491
2,698,752,306 2,212,884,633
Less accumulated depreciation...... 907,599,485 747,484,618
$1,791,152,821 $1,465,400,015
</TABLE>
The average annual depreciation rate was 8.0% in 1996 (8.9% in 1995 and 8.7%
in 1994).
5. LONG-TERM DEBT AND FINANCING ARRANGEMENTS:
<TABLE>
<CAPTION>
DECEMBER 31, 1996 1995
<S> <C> <C>
Industrial revenue bonds,
4.05% to 8%,
due from 1998 to 2029............. $152,600,000 $106,850,000
</TABLE>
Ten banks are committed to lend Nucor a total of $255,000,000 (nothing has
been borrowed), with borrowings repayable in 2002. Six banks are committed to
lend a Nucor subsidiary a total of $18,000,000, due in 2002 (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: $1,250,000 in 1998; $1,000,000
in 1999; $1,000,000 in 2000; and $1,000,000 in 2001.
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 1996, options were granted for 155,287 shares
(115,436 in 1995 and 98,223 in 1994); and options for 2,832 shares (6,358 in
1995 and 4,183 in 1994) expired or were canceled. At December 31, 1996, options
for 557,063 shares (525,745 in 1995 and 577,637 in 1994) were outstanding at an
aggregate exercise price of $26,460,148 ($21,458,951 in 1995 and $18,758,676 in
1994); options for 474,086 shares (464,901 in 1995 and 533,770 in 1994) were
exercisable; and 1,593,899 shares (1,746,354 in 1995 and 1,855,432 in 1994) 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 87,685,750 average
shares outstanding in 1996 (87,430,370 in 1995 and 87,166,164 in 1994), 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 $7,834,720 in 1996
($10,411,088 in 1995 and $1,077,060 in 1994). Interest paid was $6,948,333 in
1996 ($9,209,025 in 1995 and $16,060,715 in 1994).
8. FEDERAL INCOME TAXES:
<TABLE>
<CAPTION>
1996 1995 1994
<S> <C> <C> <C>
Currently payable.. $147,600,000 $172,800,000 $132,300,000
Deferred........... (8,000,000) (15,000,000) (2,000,000)
$139,600,000 $157,800,000 $130,300,000
</TABLE>
Current deferred federal income tax assets of approximately $45,000,000 in
1996 ($38,000,000 in 1995) relate primarily to differences between financial and
tax reporting of inventories and accrued expenses. Non-current deferred federal
income tax liabilities of approximately $50,000,000 in 1996 ($51,000,000 in
1995) relate primarily to differences between financial and tax reporting of
depreciation. Federal income taxes paid were $152,900,000 in 1996 ($176,500,000
in 1995 and $124,371,222 in 1994).
9. QUARTERLY INFORMATION (UNAUDITED):
<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
<S> <C> <C> <C> <C>
1996
NET SALES........... $876,113,043 $911,097,297 $937,447,929 $922,372,118
GROSS MARGIN........ 109,503,497 117,762,100 122,461,149 158,145,722
NET EARNINGS........ 52,583,807 55,242,830 57,887,023 82,455,288
NET EARNINGS
PER SHARE.......... .60 .63 .66 .94
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
</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, 1996 and 1995 and the related
consolidated statements of earnings, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1996. 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, 1996 and 1995, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1996, in conformity with generally accepted accounting
principles.
Coopers and Lybrand, L.L.P.
Charlotte, North Carolina
February 14, 1997
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
VICE PRESIDENT, 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
VICE PRESIDENT, 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
Douglas J. Jellison
GENERAL MANAGER OF
NUCOR BEARING PRODUCTS, INC.,
WILSON, NORTH CAROLINA
Hamilton Lott, Jr.
VICE PRESIDENT, GENERAL MANAGER OF
VULCRAFT DIVISION,
FLORENCE, SOUTH CAROLINA
Harry R. Lowe
VICE PRESIDENT, GENERAL MANAGER OF
NUCOR BUILDING SYSTEMS DIVISIONS,
WATERLOO, INDIANA AND
SWANSEA, SOUTH CAROLINA
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
Fax 704/362-4208
ANNUAL MEETING
PLACE --
Chase Manhattan Bank
270 Park Avenue
(between 47th and 48th
Streets)
Room C on 11th Floor
New York City
TIME AND DATE--
2:00 P.M., Thursday,
May 8, 1997
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
Fax 704/374-6987
STOCK LISTING
New York Stock Exchange
Trading Symbol - NUE
STOCK PRICE AND DIVIDENDS PAID:
<TABLE>
<CAPTION>
First Second Third Fourth
Quarter Quarter Quarter Quarter
<S> <C> <C> <C> <C>
1996
Stock Price:
High................. $63.88 $62.50 $51.63 $54.88
Low.................. 49.75 49.88 45.13 47.00
Dividends Paid......... .07 .08 .08 .08
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
</TABLE>
10-K AND 11-YEAR DATA
Copies of (1) Form 10-K for 1996 filed with the Securities and Exchange
Commission, and (2) various financial and statistical data for the years 1986 to
1996, are available on request.
19
<PAGE>
EXHIBIT 21 - SUBSIDIARIES
Nucor-Yamato Steel Company, a Delaware limited partnership.
All other subsidiaries are not significant.
<PAGE>
nucor corporation
2100 Rexford Road Charlotte, North Carolina 28211 Telephone
704/366-7000 Facsimile 704/362-4208
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
ANNUAL MEETING
The 1997 annual meeting of stockholders of Nucor Corporation will be held in
Room C on the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between 47th
and 48th Streets), New York City, at 2:00 p.m. on Thursday, May 8, 1997, for the
following purposes (and to conduct such other business as may properly come
before the meeting): (1) elect two directors for three years; and (2) approve
the 1997 Key Employees Stock Option Plan.
Stockholders of record at the close of business on March 10, 1997, 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 21, 1997 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 1997 annual meeting of stockholders to be held on
Thursday, May 8, 1997, 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 28, 1997
was 87,848,847. Only stockholders of record at the close of business on March
10, 1997 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 28, 1997, State Farm Mutual Automobile Insurance Company and
related entities beneficially owned, with voting and investment power, 7,492,400
shares (8.53%); and FMR Corporation (Fidelity Funds) beneficially owned, with
voting and investment power, 8,395,170 shares (9.56%); of the outstanding common
stock of Nucor.
The 1996 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
1998 annual meeting of stockholders must be received by Nucor not later than
November 21, 1997.
1
<PAGE>
PROPOSAL 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, H. David Aycock and Samuel Siegel, expire in 1997, and therefore two
places on Nucor's Board are to be filled at the 1997 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. Aycock
and Mr. Siegel as directors for terms expiring in 2000 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 28, 1997:
<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 (66) Former President of Nucor (until 1991); 1971 1997 673,003 (0.77% )
Director, Bowater Incorporated
John D. Correnti (49) Vice Chairman, President and Chief Executive Officer of Nucor; 1992 1998 56,513 (0.06% )
Director, CEM Corporation, Harnischfeger Industries, Inc. and
Navistar International Corporation
James W. Cunningham (76) Former Vice President of Nucor (until 1988) 1991 1999 456,064 (0.52% )
F. Kenneth Iverson (71) Chairman of Nucor; Director, Tultex Corporation 1965 1999 750,573 (0.85% )
James D. Hlavacek (53) Managing Director, Market Driven Management 1996 1998 1,100 --
Samuel Siegel (66) Vice Chairman, Chief Financial Officer, 1968 1997 531,685 (0.61% )
Treasurer and Secretary of Nucor
All 25 directors and senior officers as a group (including those named above) 3,527,880 (4.02% )
</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, 12,087; Mr. Iverson, 13,757; Mr.
Siegel, 10,321; all directors and senior officers as a group (including those
named above), 170,011. 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, 56,513 (none); Mr.
Cunningham, none (456,064); Mr. Iverson, 503,060 (247,513); Mr. Hlavacek, none
(1,100); Mr. Siegel, 456,715 (74,970); all directors and senior officers as a
group (including those named above) 2,526,125, (1,001,755).
The Board of Directors of Nucor had seven meetings during 1996. 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, Mr. Cunningham, and Mr. Hlavacek. The Audit Committee
held two meetings during 1996. 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 $5,200
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 1996:
<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 (71) Chairman 1996 $333,150 $485,985 $359,958 3,941
(since 1996), 1995 322,500 840,572 622,605 3,243
previously Chairman and 1994 312,225 843,007 624,431 2,717
Chief Executive Officer 1993 275,000 372,865 276,183 3,856
1992 266,200 147,280 109,020 6,394
John D. Correnti (49) Vice Chairman, President, 1996 280,392 409,024 302,940 3,449
Chief Executive Officer 1995 242,300 631,537 467,797 2,162
(since 1996), 1994 234,600 633,420 469,197 1,812
previously President and 1993 204,000 276,598 204,845 2,572
Chief Operating Officer 1992 195,000 107,887 79,864 4,264
Samuel Siegel (66) Vice Chairman, 1996 250,350 365,200 270,504 2,955
Chief Financial Officer, 1995 242,300 631,537 467,797 2,433
Treasurer and Secretary 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
Larry A. Roos (55) Vice President 1996 185,666 270,842 200,583 1,970
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
Daniel R. DiMicco (46) Vice President 1996 185,666 270,842 200,583 1,970
1995 174,900 455,864 337,666 1,622
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 1997 and 3.5%
for 1996) of each year's pre-tax earnings (as defined) in excess of an earnings
base ($200,000,000 for 1997 and $163,800,000 for 1996) 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 seventeen
times, from $500,000 to the present $200,000,000. Pursuant to the Senior
Officers Incentive Stock Plan, the above-named persons held shares of stock,
which have been issued during the 31 years since the 1966 effective inception of
the Stock Plan, and which were restricted as to transfer at December 31, 1996
(with "value" as defined by the rules of the Securities and Exchange Commission)
as follows: Mr. Iverson, 18,110 ($923,610); Mr. Correnti, 40,152 ($2,047,752);
Mr. Siegel, 13,612 ($694,212); Mr. Roos, 35,631 ($1,817,181); Mr. DiMicco,
12,139 ($619,089).
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 1996:
STOCK OPTION GRANTS IN 1996 (NOTE)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
STOCK OPTIONS GRANTED IN 1996 OF STOCK OPTIONS GRANTED IN 1996
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 1,836 1.2% $54.44 February 28, 2001 $ 27,615
2,105 1.4% 47.50 August 31, 2001 27,625
John D. Correnti 1,607 1.0% 54.44 February 28, 2001 24,171
1,842 1.2% 47.50 August 31, 2001 24,173
Samuel Siegel 1,377 0.9% 55.44 February 28, 2001 20,711
1,578 1.0% 47.50 August 31, 2001 20,709
Larry A. Roos 918 0.6% 54.44 February 28, 2001 13,807
1,052 0.7% 47.50 August 31, 2001 13,806
Daniel R. DiMicco 918 0.6% 54.44 February 28, 2001 13,807
1,052 0.7% 47.50 August 31, 2001 13,806
<CAPTION>
STOCK OPTION GRANTS IN 1996 (NOTE)
POTENTIAL REALIZABLE VALUE
OF STOCK OPTIONS GRANTED IN 1996
10% ANNUAL
STOCK PRICE
NAME APPRECIATION
<S> <C>
F. Kenneth Iverson $ 61,022
61,043
John D. Correnti 53,411
53,417
Samuel Siegel 45,766
45,761
Larry A. Roos 30,511
30,507
Daniel R. DiMicco 30,511
30,507
</TABLE>
NOTE
130 key employees, including senior officers, participate in Nucor's Key
Employees Incentive Stock Option Plan, pursuant to which stock options are
granted at 100% of the market value on the date of grant. During 1996, key
employees, other than the above-named senior officers, were granted stock
options for 141,002 shares (91% 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 $1,974,290 at 5% annual stock price appreciation
and $4,362,664 at 10% annual stock price appreciation.
STOCK OPTION EXERCISES IN 1996
AND YEAR-END 1996 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 1996 AT YEAR-END 1996 1996
NAME SHARES ACQUIRED "VALUE" REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE
<S> <C> <C> <C> <C> <C>
F. Kenneth Iverson none none 11,652 2,105 $ 29,103
John D. Correnti none none 12,417 1,842 131,228
Samuel Siegel 9,794 $337,937 8,743 1,578 21,842
Larry A. Roos 1,929 18,880 3,899 1,052 1,371
Daniel R. DiMicco none none 5,828 1,052 14,560
<CAPTION>
STOCK OPTION EXERCISES IN 1996
AND YEAR-END 1996 STOCK OPTION DATA (NOTE)
"VALUE" OF
UNEXERCISED
IN-THE-MONEY
STOCK
OPTIONS
AT YEAR-END
1996
NAME UNEXERCISABLE
<S> <C>
F. Kenneth Iverson $ 7,368
John D. Correnti 6,447
Samuel Siegel 5,523
Larry A. Roos 3,682
Daniel R. DiMicco 3,682
</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 1996, key
employees, other than the above-named senior officers, acquired 109,414 shares
on exercise of stock options, with a "value" realized of $3,499,500. At year-end
1996, these other key employees had 506,895 unexercised stock options, 431,547
of which were exercisable and 75,348 were unexercisable. At year-end 1996, these
other key employees had unexercised in-the-money stock options, with a "value"
of $3,047,580 for exercisable stock options, and $263,718 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 seventeen
times, from $500,000 to the present $200,000,000.
All of Nucor's 130 key employees, including senior officers, participate in
Nucor's Key Employees Incentive Stock Option Plan. Under the Incentive Stock
Option Plan, 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 for key employees is established by Nucor's Board of Directors.
The Incentive Stock Option Plan provides 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 30 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
16,000%; Nucor's net earnings have increased 392,000%; Nucor's stockholders'
equity has increased 211,000%; and the total market value of Nucor's common
stock has increased 30,000%. 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
Measurement Nucor S&P 500 S&P Steel the investment of $100 in Nucor
Period Corporation Index Group Common Stock, $100 in the S&P 500
(year) Index, and $100 in the S&P Steel
1991 100.00 100.00 100.00 Group Index, all at year-end 1991.
1992 176.27 107.62 130.84 The resulting cumulative total
1993 239.20 118.46 172.15 return assumes that cash dividends
1994 250.63 120.23 167.44 were reinvested. Nucor Common
1995 259.94 165.13 155.26 Stock comprised 29% of the S&P
1996 233.48 203.05 138.61 Steel Group Index at year-end 1996
(28% at year-end 1991).
5
<PAGE>
PROPOSAL 2 -- 1997 KEY EMPLOYEES INCENTIVE STOCK OPTION PLAN
Nucor's Board of Directors recommends that Nucor's stockholders vote FOR the
1997 Key Employees Incentive Stock Option Plan.
Nucor presently has a 1988 Key Employees Incentive Stock Option Plan, which
expires this year. Under this expiring Plan, options for 504,733 shares were
outstanding at February 28, 1997, all at 100% of the market price on the date of
grant.
Because the 1988 Plan expires this year, Nucor's Board of Directors has
approved a new Plan for submission to the stockholders. A copy of the new Plan
is included at the end of this proxy statement.
The purpose of the new Plan, as was the purpose of the expiring Plan, is to
provide greater incentive for key employees to maximize Nucor's profits by
encouraging them to purchase stock on a basis mutually advantageous to both the
key employees and Nucor. The new Plan should also help to retain key employees
and attract outstanding new key employees, as needed, in competition with other
industrial firms which also have stock option plans.
NUCOR'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE NEW PLAN.
Unless otherwise specified, proxies will be voted FOR the new Plan. The
affirmative vote of a majority of the outstanding shares entitled to vote is
necessary for approval.
Under the new Plan, options may be granted from time to time during the period
from July 1, 1997 through March 1, 2007, to key employees of Nucor or any
subsidiary, including officers and directors. However, no options may be granted
to any person owning, at the date of grant, more than 2% of the combined voting
power or value of all classes of stock of Nucor or a subsidiary. If any option
granted expires or terminates without being fully exercised, the unpurchased
shares shall again become available for grant of options. The exercise price of
all options granted must be 100% of the fair market value of Nucor common stock
on the date of grant.
Under the new Plan, options for a maximum of 3,000,000 shares of Nucor common
stock may be granted; this is the same number of shares as the expiring Plan.
The new Plan contains the same anti-dilution provisions in connection with
stock dividends, stock splits, combinations, mergers or other comparable
corporate events as the expiring Plan. The new Plan is to be administered by
Nucor's Board of Directors, including a committee which may be appointed by the
Board composed of at least two directors. Under the new Plan, there is no
formula for allocation of options or the grant of options at any particular time
or to any particular individual, and more than one option may be granted to the
same individual. Options granted may be for a term of not more than ten years,
shall be exercisable during optionee's lifetime only by the optionee; are
non-transferable during the life of the optionee; and after optionee's death are
transferable only by will or the laws of descent and distribution.
Both incentive stock options ("ISOs") and non-qualified stock options
("NQSOs") may be granted under the new Plan. Under existing tax laws, an
employee receiving an option under the new Plan will not realize any taxable
income at the time the option is granted, nor does Nucor receive a tax
deduction. When an ISO is exercised, no taxable income is recognized by the
employee nor is a tax deduction available to Nucor. When a NQSO is exercised,
the spread between the exercise price and the fair market value of the acquired
shares at the time of exercise is ordinary income to the employee, and Nucor
then receives a tax deduction.
6
<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 21, 1997
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
7
<PAGE>
NUCOR CORPORATION
1997 KEY EMPLOYEES INCENTIVE STOCK OPTION PLAN
1. PURPOSES: The purposes of this Plan are to provide greater incentive for
key employees, to attract and retain key employees of outstanding
competence, and to further the identity of interests of key employees with
those of Nucor Corporation's stockholders.
2. DURATION: This Plan shall commence on July 1, 1997 and shall terminate on
March 1, 2007.
3. NUMBER OF SHARES: The total number of shares of Nucor Corporation's common
stock which may be issued upon exercise of options granted under this Plan
is three million (3,000,000).
4. ADMINISTRATION AND GRANTING OF OPTIONS: This Plan shall be administered by
Nucor Corporation's Board of Directors, which may authorize the granting
of options under terms and conditions not inconsistent with this Plan. The
Board of Directors may delegate all or any part of its authority under
this Plan to a committee appointed by it and composed of at least two of
its members.
5. OPTIONEES: Options may be granted under this Plan only to key employees
and officers of Nucor Corporation or a subsidiary, including key employees
and officers who are members of the Board of Directors of Nucor
Corporation or a subsidiary. No optionee may own (directly or indirectly),
at the date of grant, more than two percent (2%) of the total combined
voting power or value of all classes of stock of Nucor Corporation or a
subsidiary.
6. OPTION PRICE: The exercise price of options granted under this Plan shall
be one hundred percent (100%) of the fair market value of Nucor
Corporation's common stock on the date of grant.
7. OPTION TERM: The term of each option granted under this Plan shall not
exceed ten (10) years from the date of grant.
8. EXERCISABILITY: Options granted under this Plan shall be exercisable
during the optionee's lifetime only by the optionee.
9. TRANSFERABILITY: Options granted under this Plan shall be transferable
only by will or the laws of descent and distribution.
10. OTHER PROVISIONS: (a) If any options under this Plan expire or terminate
without being fully exercised, the unpurchased shares shall again become
available for grant of options under this Plan. (b) The number or kind of
shares which may be issued under this Plan, and in appropriate
circumstances the price per share, shall be equitably adjusted (with
respect to options granted and to be granted) for stock dividends, splits
or combinations, mergers, reorganizations, liquidations or other
comparable corporate events. Any such adjustments shall be made by Nucor
Corporation's Board of Directors in good faith and shall be binding on all
optionees. (c) This Plan may be amended by Nucor Corporation's Board of
Directors at any time, provided that no amendments shall increase the
number of shares in Paragraph 3 or change the optionees in Paragraph 5,
unless approved by Nucor Corporation's stockholders.
8
<PAGE>
APPENDIX
NUCOR CORPORATION
P
R
0 2100 Rexford Road Charlotte, North Carolina 28211
X Phone (704)366-7000 Fax (704)362-4208
Y
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS for 1997 annual meeting
of stockholders, to be held at 2:00 P.M. on Thursday, May 8, 1997, in Room C
on the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between 47th and
48th Streets), New York City.
F. Kenneth Iverson and Samuel Siegel, or either of them, with power of
substitution, are appointed proxies to vote all shares of the undersigned
at the 1997 annual meeting of stockholders, and any adjournment, on the
following proposals, as set forth in the proxy statement, and upon such
other matters as may properly come before the meeting:
1. Elect two directors for three years
(Nucor's Board of Directors recommends a vote FOR)
2. Approve the 1997 Key Employees Stock Option Plan
(Nucor's Board of Directors recommends a vote FOR)
THIS PROXY WILL BE VOTED FOR PROPOSAL 1, AND FOR PROPOSAL 2, UNLESS OTHERWISE
INDICATED.
PLEASE SIGN AND DATE ON THE OTHER SIDE.
<PAGE>
THIS PROXY WILL BE VOTED FOR 1, AND FOR 2,
UNLESS OTHERWISE INDICATED. IF YOU WISH TO FOLLOW
THE RECOMMENDATIONS OF NUCOR'S BOARD OF DIRECTORS,
IT IS NOT NECESSARY TO CHECK ANY OF THE BOXES.
JUST SIGN, DATE AND RETURN THIS PROXY CARD IN THE
ENCLOSED ENVELOPE.
Nucor's Board of Directors recommends that you vote FOR 1:
1. For [ ] vote on [ ] election as directors of H. David Aycock and Samuel
Siegel
(to withhold your vote for either person, strike a line through
that person's name)
Nucor's Board of Directors recommends that you vote FOR 2:
2. For [ ] against [ ] abstain on [ ] approval of 1997 Key Employees Stock
Option Plan
DATED , 1997
SIGNED
Please sign your name exactly as
printed.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 104,400,585
<SECURITIES> 0
<RECEIVABLES> 307,239,492
<ALLOWANCES> 14,601,574
<INVENTORY> 385,798,890
<CURRENT-ASSETS> 828,380,585
<PP&E> 2,698,752,306
<DEPRECIATION> 907,599,485
<TOTAL-ASSETS> 2,619,533,406
<CURRENT-LIABILITIES> 465,652,755
<BONDS> 152,600,000
0
0
<COMMON> 35,950,914
<OTHER-SE> 1,590,996,100
<TOTAL-LIABILITY-AND-EQUITY> 2,619,533,406
<SALES> 3,647,030,387
<TOTAL-REVENUES> 3,647,030,387
<CGS> 3,139,157,919
<TOTAL-COSTS> 3,139,157,919
<OTHER-EXPENSES> 120,387,357
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 387,768,948
<INCOME-TAX> 139,600,000
<INCOME-CONTINUING> 248,168,948
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 248,168,948
<EPS-PRIMARY> 2.83
<EPS-DILUTED> 2.83
</TABLE>
