-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KP71fRnyz6X0+qsIDJ/mxTWDcVhb2E2hTwhQvjEJw6ygZkW6WueicpPNvVD5L4Bd DAD9D4A5sSuFPC/J/8g/mA== 0000950168-97-000699.txt : 19970327 0000950168-97-000699.hdr.sgml : 19970327 ACCESSION NUMBER: 0000950168-97-000699 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970326 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUCOR CORP CENTRAL INDEX KEY: 0000073309 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 131860817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04119 FILM NUMBER: 97564086 BUSINESS ADDRESS: STREET 1: 2100 REXFORD RD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043667000 MAIL ADDRESS: STREET 1: 2100 REXFORD ROAD CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR CORP OF AMERICA INC DATE OF NAME CHANGE: 19680911 FORMER COMPANY: FORMER CONFORMED NAME: AZTEC MECHANICAL CONTRACTORS INC DATE OF NAME CHANGE: 19660629 10-K405 1 NUCOR CORPORATION 10-K405 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 - 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- Item 2. Properties Principal operating facilities are as follows:
Approximate square footage Principal Location of facilities products 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
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 - 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
Financial Statements and Supplementary Data: Page 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 )
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 - 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 - 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- EX-3 2 EXHIBIT 3(II) NUCOR CORPORATION Exhibit 3(ii) to Form 10-K - 1996 NUCOR CORPORATION BY-LAWS - JANUARY 1, 1996 CONTENTS
ARTICLE SECTION PAGE 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
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 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 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 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. 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. 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 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. 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. 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. 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. 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 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. 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. 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 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. 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, 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 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. 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. EX-11 3 EXHIBIT 11 NUCOR CORPORATION Exhibits 11 and 21 to FORM 10-K - 1996 EXHIBIT 11 - COMPUTATION OF NET EARNINGS PER SHARE
Year ended December 31, 1996 1995 1994 PRIMARY: 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
EX-13 4 EXHIBIT 13 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 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 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 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 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 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
SIX-YEAR 1996 1995 1994 1993 1992 FINANCIAL REVIEW FOR THE YEAR 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 1991 SIX-YEAR FINANCIAL REVIEW FOR THE YEAR 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
13
YEAR ENDED CONSOLIDATED STATEMENTS OF EARNINGS DECEMBER 31, 1996 1995 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 CONSOLIDATED STATEMENTS OF EARNINGS 1994 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
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
COMMON STOCK ADDITIONAL TREASURY STOCK PAID-IN RETAINED (AT COST) SHARES AMOUNT CAPITAL EARNINGS SHARES 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 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
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 14
CONSOLIDATED BALANCE SHEETS DECEMBER 31, 1996 1995 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
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 15
YEAR ENDED CONSOLIDATED STATEMENTS DECEMBER 31, 1996 1995 OF CASH FLOWS 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 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
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 16 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:
DECEMBER 31, 1996 1995 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
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:
DECEMBER 31, 1996 1995 Industrial revenue bonds, 4.05% to 8%, due from 1998 to 2029............. $152,600,000 $106,850,000
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 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:
1996 1995 1994 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
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):
FIRST SECOND THIRD FOURTH QUARTER QUARTER QUARTER QUARTER 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
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 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:
First Second Third Fourth Quarter Quarter Quarter Quarter 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
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 EX-21 5 EXHIBIT 21 EXHIBIT 21 - SUBSIDIARIES Nucor-Yamato Steel Company, a Delaware limited partnership. All other subsidiaries are not significant. EX-22 6 EXHIBIT 22 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 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:
COMMON STOCK "BENEFICIALLY PRINCIPAL OCCUPATION OWNED" (AND AND DIRECTORSHIPS IN OTHER DIRECTOR TERM PERCENT OF NAME (AND AGE) PUBLIC COMPANIES SINCE EXPIRES CLASS) (NOTE) H. David Aycock (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% )
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 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:
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION CASH STOCK STOCK INCENTIVE INCENTIVE OPTIONS BASE COMPENSATION COMPENSATION GRANTED NAME (AND AGE) PRINCIPAL POSITION(S) YEAR SALARY (NOTE) (NOTE) (SHARES) F. Kenneth Iverson (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
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 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)
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 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 STOCK OPTION GRANTS IN 1996 (NOTE) POTENTIAL REALIZABLE VALUE OF STOCK OPTIONS GRANTED IN 1996 10% ANNUAL STOCK PRICE NAME APPRECIATION 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
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)
"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 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 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 F. Kenneth Iverson $ 7,368 John D. Correnti 6,447 Samuel Siegel 5,523 Larry A. Roos 3,682 Daniel R. DiMicco 3,682
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 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 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 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 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 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. 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. EX-27 7 ART. 5 FDS FOR YEAR ENDED DEC-31-1996
5 12-MOS DEC-31-1996 DEC-31-1996 104,400,585 0 307,239,492 14,601,574 385,798,890 828,380,585 2,698,752,306 907,599,485 2,619,533,406 465,652,755 152,600,000 0 0 35,950,914 1,590,996,100 2,619,533,406 3,647,030,387 3,647,030,387 3,139,157,919 3,139,157,919 120,387,357 0 0 387,768,948 139,600,000 248,168,948 0 0 0 248,168,948 2.83 2.83
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