BUSINESS REVIEW Nucor Corporation's business is the manufacture of steel products. During the last five years, the sales of Nucor have increase 134%, from $1,482,000,000 in 1990 to $3,462,000,000 in 1995. All of this growth has been internally generated. NUCOR STEEL NUCOR-YAMATO STEEL COMPANY Nucor Corporation operates scrap-based steel mills in seven locations. These mills utilize modern steelmaking techniques and produce steel at a cost competitive with steel manufactured anywhere in the world. Production in 1995 was 7,865,000 tons, a 12% increase from 1994's 7,007,000 tons. Annual production capacity has grown from 120,000 tons in 1970 to a present total of close to 9,000,000 tons. Steel sales to outside customers in 1995 were 6,745,000 tons, 13% higher than the 5,980,000 tons in 1994. This represented about 85% of the seven mills' production; the balance was used by the Vulcraft, Nucor Cold Finish, Nucor Grinding Balls, Nucor Fastener, and Nucor Building Systems operations. VULCRAFT Vulcraft is the nation's largest producer of steel joists and joist girders. These products are produced and marketed nationally through six Vulcraft facilities. Steel joists and joist girders are part of support systems used extensively in industrial, commercial and institutional buildings and, to a lesser extent, in high-rise office buildings, apartment buildings and single-family dwellings. In 1995, Vulcraft produced 552,000 tons of steel joists and joist girders, 13% more than the 487,000 tons in 1994. Current annual production capacity exceeds 600,000 tons. The Vulcraft facilities in Nebraska, Texas, Indiana and South Carolina also produce steel deck. This product is used extensively for floor and roof systems. In 1995, Vulcraft's steel deck sales were 234,000 tons, a 13% increase from 1994's 207,000 tons. Sales of steel joists, joist girders and steel deck are dependent on the non-residential building construction market. NUCOR COLD FINISH Nucor Cold Finish has facilities in Nebraska, South Carolina and Utah. These facilities produce cold finished steel bars used extensively for shafting and machined precision parts. Since 1985, an expanded facility in Nebraska has also been producing turned, ground and polished steel bars. Sales in 1995 were 234,000 tons, a 2% decrease from 1994's 239,000 tons. NUCOR GRINDING BALLS Nucor Grinding Balls produces steel grinding balls in Utah for the mining industry, and accounts for a small percentage of Nucor Corporation's sales. NUCOR FASTENER A state-of-the-art steel bolt-making facility, with an annual capacity of close to 75,000 tons, began production in Indiana late in 1986. A new 40,000 tons-per-year fastener facility began operations in Arkansas late in 1995. NUCOR BEARING PRODUCTS, INC. This North Carolina facility was acquired in late 1986 and produces steel bearings and machined steel parts. It accounts for a small percentage of Nucor Corporation's sales. NUCOR BUILDING SYSTEMS A modern facility to produce metal buildings and components started operations in Indiana in late 1987. FINANCES Capital expenditures are primarily for new facilities and expansion of existing facilities. These expenditures were $263,000,000 in 1995 and are anticipated to be over $500,000,000 in 1996. Funds are provided from operations and new long-term debt. In 1995 the ratio of long-term debt to total capital (long-term debt plus minority interests plus stockholders' equity) was 6%, compared with 12% in 1994. Nucor's objective is to maintain this ratio at less than 30%. Nucor Corporation has the financial ability to borrow significant additional funds and still maintain reasonable leverage. EARNINGS Net earnings of $3.14 per share in 1995 increased 21% from $2.60 per share in 1994. Earnings were 22% of average equity in 1995 and 1994. 5 NUCOR STEEL DIVISONS Darlington, South Carolina Norfolk, Nebraska Jewett, Texas Plymouth, Utah Crawfordsville, Indiana Hickman, Arkansas The manufacture of steel is a major area of operations for Nucor Corporation. Nucor Steel produces bars, angles, light structural, sheet, and special steel products. In addition to selling steel on the open market, these steel mills assure an economical supply of steel for the Vulcraft, Nucor Cold Finish, Nucor Grinding Balls, Nucor Fastener, and Nucor Building Systems operations. NUCOR-YAMATO STEEL COMPANY Blytheville, Arkansas Nucor-Yamato Steel Company produces wide-flange steel beams, pilings and heavy structural steel products. OPERATIONS There are four Nucor Steel mills which produce bar and light structural carbon and alloy steels. Nucor Steel's two newest mills produce sheet steel. All six mills are among the most modern and efficient mills in the United States. Steel scrap is melted in electric arc furnaces and poured into continuous casting systems. Highly sophisticated rolling mills convert the billets and slabs into angles, rounds, channels, flats, sheet and other products. The operations in the rolling mills are highly automated and require fewer operating employees than older mills. In constructing Nucor Steel mills, capital cost per ton of capacity has been significantly lower than the capital cost required for other steel mills. The first Nucor Steel bar mill was constructed in 1969 and has been extensively modernized. The next three bar mills were constructed between 1973 and 1981. The total cost of all four bar mills averaged less than $175 per ton of current annual capacity. The two Nucor Steel sheet mills were constructed between 1989 and 1992. The total cost of these new sheet mills averaged about $210 per ton of current annual capacity. All Nucor Steel mills have high productivity, which results in employment costs close to 10% of the sales dollar. This is lower than the employment costs of integrated steel companies producing comparable products. Employee turnover in all mills is extremely low. All employees have a significant part of their compensation based on their productivity. Production employees work under group incentives which provide increased earnings for increased production. This additional compensation is paid weekly. Steel mills are large consumers of electricity and gas. However, because of the high efficiency of Nucor Steel mills, these energy costs were less than 10% of the sales dollar in 1995. Scrap is the most significant element in the total cost of steel. The average cost of scrap increased to about $155 per gross ton in 1995 from about $145 per gross ton in 1994. MARKETS About 80% of the six mills' production in 1995 was sold to outside customers and the balance was used internally by the steel joist, steel deck, cold finish, grinding ball, fastener, and building systems operations. In recent years, Nucor Steel's product line has been broadened to include a wider range of chemistries and sizes of coiled sheet, angles, straight-length and coiled rounds, channels, flats, forging billets and special small shapes. These steel products have wide usage, including pipe, farm equipment, oil and gas equipment, mobile homes, transmission towers, bed frames, hand tools, automotive parts, highway signs, building construction, machinery and industrial equipment. Nucor Steel's customers are primarily steel service centers and manufacturers. Steel Production Thousands of tons (Steel Production chart appears here. Plot points are below) 1995 7865.00 1994 7007.00 1993 5749.00 1992 4326.00 1991 3868.00 1990 3445.00 1989 2507.00 1988 2095.00 1987 1790.00 1986 1706.00 8 MARKETING Nucor Steel uses a simpler pricing system than the complicated pricing structure traditional in the steel industry. All customers are charged the same published price. This allows customers to maintain the lowest practical inventory. Nucor Steel has been very competitive in pricing. For the last several years, sales prices have generally been equal to or lower than those of imports. A considerable proportion of Nucor Steel's sales have come at the expense of integrated and foreign producers. SHEET MILL FACILITIES In 1989, Nucor Steel completed construction and started operation of a new steel mill to produce 1,000,000 tons-per-year of hot and cold rolled sheet steel products near Crawfordsville, Indiana. This facility utilizes a thin slab caster, and has a lower capital cost than other steel mills producing these products. In 1992, Nucor Steel completed construction and started operation of a second new sheet mill to produce more than 1,000,000 tons-per-year of hot rolled sheet steel products near Hickman, Arkansas. In 1994, Nucor Steel completed construction and started operations of expansions at both its sheet steel mills. These expansions, which included a second caster and new reheat furnaces at both facilities, increased total capacity by more than 80%, to 3,800,000 tons-per-year. NUCOR-YAMATO STEEL COMPANY In 1988, Nucor Corporation and Yamato Kogyo, one of Japan's major producers of wide-flange beams, completed construction and started operation of a new steel mill to produce wide-flange beams, pilings and heavy structural steel products near Blytheville, Arkansas. This mill uses a special continuous casting method which produces a beam blank closer in shape to that of the finished beam than traditional methods. In 1993, Nucor-Yamato Steel completed construction and started operation of a major addition to its steel mill to produce larger-depth wide-flange beams. This expansion increased annual capacity by about 80%. This steel mill, in which Nucor Corporation has a 51% interest, now has an annual capacity of more than 2,000,000 tons. In 1995, Nucor-Yamato Steel shipped over 1,900,000 tons of finished and semi-finished steel products. OUTLOOK FOR THE FUTURE The manufacture of steel will continue to be a key factor in Nucor Corporation's future performance. Total steel production (from existing facilities and expansions currently being constructed) is anticipated to increase from 1995's 7,865,000 tons, to close to 10,000,000 tons in the next several years. Furthermore, Nucor Corporation also anticipates the future construction of additional steel mills. Nucor Corporation expects to continue to generate above-average earnings from its steelmaking operations in the future. STEEL SALES Thousands of tons (Steel Sales chart appears here. Plot points are below) 1995 6745.00 1994 5980.00 1993 4937.00 1992 3499.00 1991 3117.00 1990 2804.00 1989 1980.00 1988 1437.00 1987 1313.00 1986 1140.00 9 VULCRAFT DIVISIONS Florence, South Carolina Norfolk, Nebraska Fort Payne, Alabama Grapeland, Texas Saint Joe, Indiana Brigham City, Utah Vulcraft produces steel joists, joist girders, and steel deck for building construction. This is a major area of operations for Nucor Corporation. OPERATIONS There are six Vulcraft operations with total joist and joist girder production capacity in excess of 600,000 tons-per-year. The production of joists by Vulcraft in 1995 was 552,000 tons, a 13% increase from 1994's 487,000 tons. Materials, primarily steel, were about 50% of the sales dollar in 1995. Vulcraft obtained about 85% of its steel requirements from Nucor Steel. For 1995 the freight costs for joists and joist girders were close to 10% of the sales dollar. Vulcraft maintains a fleet of more than 100 trucks to insure and control on-time delivery. Almost all of the production employees of Vulcraft work with a group incentive system, which provides increased compensation each week for increased performance. Steel deck is manufactured by the four Vulcraft operations in South Carolina, Nebraska, Texas, and Indiana. Total deck production capacity for these facilities is in excess of 250,000 tons-per-year. Coiled sheet steel was about 70% of the sales dollar in 1995. MARKETS Joists and joist girders are used extensively as part of the support systems in manufacturing buildings, retail stores, shopping centers, warehouses, schools, churches, hospitals and, to a lesser extent, in multi-story buildings, apartments and single-family dwellings. Building support systems using joists and joist girders are frequently more economical than other systems. Steel joists and joist girder sales are obtained by competitive bidding. Vulcraft quotes on an estimated 80% to 90% of the domestic buildings using steel joists and joist girders as part of the support systems. In 1995, Vulcraft supplied more than an estimated 40% of total domestic sales of these products. Steel deck is used extensively in floors and roofs. Steel deck is specified in about 90% of buildings using steel joists and joist girders. Vulcraft steel deck sales increased to 234,000 tons in 1995 from 207,000 tons in 1994. OUTLOOK FOR THE FUTURE The increased level of construction since 1994 has favorably impacted the volume of non-residential buildings supplied by Vulcraft. Vulcraft has the available capacity to increase its production of steel joists, joist girders and steel deck by more than 15%. STEEL JOIST PRODUCTION Thousands of tons (Steel Joist Production chart appears here. Plot points are below) 1995 552.00 1994 487.00 1993 417.00 1992 414.00 1991 378.00 1990 443.00 1989 446.00 1988 444.00 1987 444.00 1986 453.00 STEEL DECK SALES Thousands of tons (Steel Deck Sales chart appears here. Plot points are below) 1995 234.00 1994 207.00 1993 170.00 1992 132.00 1991 124.00 1990 134.00 1989 140.00 1988 147.00 1987 154.00 1986 176.00 10 NUCOR COLD FINISH DIVISIONS Norfolk, Nebraska Darlington, South Carolina Brigham City, Utah Nucor Cold Finish has three facilities producing cold drawn and turned, ground and polished steel bars. Total capacity of all three facilities is more than 250,000 tons-per-year. Cold finished steel products are used extensively for shafting and machined precision parts. Nucor Cold Finish produces rounds, hexagons, flats and squares in carbon and alloy steels. All three facilities are among the most modern in the world and use in-line electronic testing to insure outstanding quality. Nucor Cold Finish obtains most of its steel from nearby Nucor Steel mills. This factor, along with its efficient newer facilities, results in highly-competitive pricing. 1995 sales of cold finished steel products were 234,000 tons, a 2% decrease from 1994's 239,000 tons. The market for these products is estimated at more than 1,000,000 tons. Nucor Cold Finish anticipates increases in sales and earnings during the next several years. NUCOR GRINDING BALLS DIVISION Brigham City, Utah Nucor Grinding Balls produces steel grinding balls for the mining industry, which consumes them in processing copper, iron, zinc, lead, gold, silver and other ores. This facility is favorably located to efficiently service its primary market in the western states. A high degree of automation results in low costs and highly competitive sales prices. Nucor Grinding Balls has made significant market penetration and volume increases in its fifteen years of operations. Nucor Grinding Balls' total sales account for a small percentage of Nucor Corporation's sales. NUCOR FASTENER DIVISIONS Saint Joe, Indiana Conway, Arkansas Nucor Fastener has two facilities producing standard steel hexhead cap screws, hex bolts, socket head cap screws, and structural bolts. Annual capacity is close to 115,000 tons. Nucor Fastener obtains much of its steel from Nucor Steel. These facilities are among the most modern in the world and allow Nucor Fastener to maintain highly-competitive pricing in a market currently dominated by foreign suppliers. These operations are highly automated and have fewer employees than comparable facilities. Fasteners are used in a broad range of markets, including automotive, machine tools, farm implements, construction, and military applications. Nucor Fastener's production capacity is less than an estimated 20% of the total market for these products. NUCOR BEARING PRODUCTS, INC. Wilson, North Carolina Nucor Bearing Products produces steel bearing components, unground and semi-ground steel bearings, and machined steel parts. The facility uses advanced systems such as material requirement planning (MRP) and statistical process control, to assure customers of consistently high quality products. Nucor Bearing Products also utilizes sophisticated forging and machining equipment. Products manufactured have a wide variety of applications, including automotive, office equipment, materials handling equipment, furniture and residential. A significant part of Nucor Bearing Products' sales are to the larger industrial companies in the United States. Nucor Bearing Products obtains a portion of its steel from Nucor Cold Finish. Nucor Bearing Products serves industry's growing need to source parts from outside vendors. COLD FINISH STEEL SALES Thousands of tons (Cold Finish Steel Sales chart appears here. Plot points are below) 1995 234.00 1994 239.00 1993 213.00 1992 187.00 1991 163.00 1990 163.00 1989 157.00 1988 155.00 1987 133.00 1986 108.00 11 NUCOR BUILDING SYSTEMS DIVISION Waterloo, Indiana Nucor Building Systems produces pre-engineered metal building systems and has an annual capacity of about 60,000 tons. The size of the buildings that can be produced ranges from less than 500 square feet to more than 1,000,000 square feet. The buildings are sold through a builder distribution network in order to provide fast-track, customized solutions for building owners. The use of advanced manufacturing and engineering systems has enabled Nucor Building Systems to sustain a growth rate greater than its industry. Nucor Building Systems has the flexibility to provide buildings with either solid-web or open-web framing systems. The primary markets are commercial, industrial, and institutional buildings. Nucor Building Systems obtains a significant portion of its steel requirements from Nucor Steel. ANALYSIS OF OPERATIONS AND FINANCES OPERATIONS The increases in 1995, 1994 and 1993 sales resulted primarily from increased volume. The major component of cost of products sold is raw material costs. The average price of raw materials increased by about 5% in 1995, increased by 15% in 1994, and increased by 15% in 1993. The major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs increased by less than 5% in 1995, decreased by about 10% in 1994, and decreased by about 5% in 1993. Profit sharing costs increased by about 15% in 1995, increased by about 90% in 1994, and increased by about 70% in 1993. Profit sharing costs are based upon and fluctuate with pre-tax earnings. Interest expense is reduced by interest income from short-term investments. The 1995 decrease resulted from decreased borrowings. The 1994 and 1993 increases resulted from increased borrowings. The increase in 1995 earnings resulted primarily from increased sales due to increased volume. The increase in 1994 and 1993 net earnings resulted primarily from increased sales and margins, due to increased sales volume and increased average prices. LIQUIDITY AND CAPITAL RESOURCES In 1995, working capital increased about 50% to $383 million, due primarily to increased earnings and a decrease in debt repayment. The current ratio was 1.9 in 1995, 1.7 in 1994, and 1.3 in 1993. The increase in 1995 and 1994 inventories was due primarily to increased prices and increased production levels. The increase in 1993 inventories was due primarily to increased prices. Capital expenditures were $263 million in 1995, $185 million in 1994, and $364 million in 1993. Capital expenditures are currently projected to be more than $500 million in 1996. Funds provided from operations, existing credit facilities and new borrowings are expected to be adequate to meet future capital expenditure and working capital requirements. Net long-term debt repayments were $66 million in 1995 and $179 million in 1994. Net long-term debt borrowings were $106 million in 1993. Unused long-term credit facilities total $245 million at the end of 1995. The percentage of long-term debt to total capital was 6% in 1995, 12% in 1994, and 25% in 1993. 12 SIX-YEAR 1995 1994 1993 1992 1991 FINANCIAL REVIEW FOR THE YEAR Net sales............................ $ 3,462,045,648 $ 2,975,596,456 $ 2,253,738,311 $ 1,619,234,876 $ 1,465,456,566 Costs and expenses: Cost of products sold.............. 2,900,168,171 2,491,759,846 1,965,847,476 1,417,376,345 1,302,744,052 Marketing, administrative and other expenses............... 130,677,162 113,388,724 87,582,891 76,796,340 66,986,699 Interest expense (income).......... (1,134,190) 13,515,042 13,198,337 7,736,488 (90,684) 3,029,711,143 2,618,663,612 2,066,628,704 1,501,909,173 1,369,640,067 Earnings before federal income taxes............... 432,334,505 356,932,844 187,109,607 117,325,703 95,816,499 Federal income taxes................. 157,800,000 130,300,000 63,600,000 38,100,000 31,100,000 Net earnings......................... 274,534,505 226,632,844 123,509,607 79,225,703 64,716,499 Net earnings per share............... 3.14 2.60 1.42 .92 .75 Dividends declared per share......... .28 .18 .16 .14 .13 Percentage of earnings to sales...... 7.9% 7.6% 5.5% 4.9% 4.4% Return on average equity............. 21.9% 22.4% 14.6% 10.6% 9.5% Capital expenditures................. 263,421,786 185,324,442 364,160,462 379,124,386 217,721,085 Depreciation......................... 173,887,657 157,652,083 122,265,448 97,779,468 93,577,626 Sales per employee................... 570,353 502,507 384,105 283,455 264,046 AT YEAR END Current assets....................... $830,741,318 $638,701,397 $468,231,882 $381,616,740 $334,293,244 Current liabilities.................. 447,136,311 382,465,202 350,490,781 271,971,686 229,166,248 Working capital...................... 383,605,007 256,236,195 117,741,101 109,645,054 105,126,996 Current ratio...................... 1.9 1.7 1.3 1.4 1.5 Property, plant and equipment........ 1,465,400,015 1,363,218,768 1,361,036,440 1,125,765,515 847,283,554 Total assets......................... 2,296,141,333 2,001,920,165 1,829,268,322 1,507,382,255 1,181,576,798 Long-term debt....................... 106,850,000 173,000,000 352,250,000 246,750,000 72,778,000 Percentage of debt to capital...... 6.2% 11.8% 25.2% 21.1% 8.0% Stockholders' equity................. 1,382,112,159 1,122,610,257 902,166,939 784,230,713 711,608,991 Per share.......................... 15.78 12.85 10.36 9.04 8.23 Shares outstanding................... 87,598,517 87,333,313 87,073,478 86,736,700 86,417,804 Stockholders......................... 39,000 38,000 33,000 29,000 27,000 Employees............................ 6,200 5,900 5,900 5,800 5,600 SIX-YEAR 1990 FINANCIAL REVIEW FOR THE YEAR Net sales............................ $ 1,481,630,011 Costs and expenses: Cost of products sold.............. 1,293,082,950 Marketing, administrative and other expenses............... 70,461,830 Interest expense (income).......... 6,869,970 1,370,414,750 Earnings before federal income taxes............... 111,215,261 Federal income taxes................. 36,150,000 Net earnings......................... 75,065,261 Net earnings per share............... .88 Dividends declared per share......... .12 Percentage of earnings to sales...... 5.1% Return on average equity............. 12.1% Capital expenditures................. 56,753,994 Depreciation......................... 84,960,263 Sales per employee................... 271,859 AT YEAR END Current assets....................... $312,637,486 Current liabilities.................. 202,789,294 Working capital...................... 109,848,192 Current ratio...................... 1.5 Property, plant and equipment........ 723,248,574 Total assets......................... 1,035,886,060 Long-term debt....................... 28,777,000 Percentage of debt to capital...... 3.7% Stockholders' equity................. 652,757,216 Per share.......................... 7.59 Shares outstanding................... 85,950,696 Stockholders......................... 27,000 Employees............................ 5,500 13 Year Ended CONSOLIDATED STATEMENTS OF EARNINGS December 31, 1995 1994 1993 Net sales....................................................................... $3,462,045,648 $2,975,596,456 $2,253,738,311 Costs and expenses: Cost of products sold......................................................... 2,900,168,171 2,491,759,846 1,965,847,476 Marketing, administrative and other expenses.................................. 130,677,162 113,388,724 87,582,891 Interest expense (income) (Note 7)............................................ (1,134,190) 13,515,042 13,198,337 3,029,711,143 2,618,663,612 2,066,628,704 Earnings before federal income taxes............................................ 432,334,505 356,932,844 187,109,607 Federal income taxes (Note 8)................................................. 157,800,000 130,300,000 63,600,000 Net earnings.................................................................... $ 274,534,505 $ 226,632,844 $ 123,509,607 Net earnings per share (Note 6)............................................... $ 3.14 $ 2.60 $ 1.42 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Treasury Stock Common Stock Additional (AT COST) Paid-in Retained Shares Amount Capital Earnings Shares Amount Balance, December 31, 1992............. 44,459,937 $ 17,783,975 $ 39,414,214 $ 745,259,796 1,091,587 $ 18,227,272 Net earnings in 1993................... 123,509,607 2-for-1 stock split.................... 44,576,836 17,830,734 (17,830,734) 1,088,717 Employee stock options................. 171,895 68,758 5,615,506 Employee stock compensation and service awards................... 44,388 17,755 2,714,691 (6,090) (87,647) Treasury stock acquired................ 5,364 165,806 Cash dividends ($.16 per share)........ (13,911,932) Balance, December 31, 1993............. 89,253,056 35,701,222 29,913,677 854,857,471 2,179,578 18,305,431 Net earnings in 1994................... 226,632,844 Employee stock options................. 152,777 61,111 2,660,641 Employee stock compensation and service awards................... 101,848 40,739 6,698,113 (5,210) (43,764) Cash dividends ($.18 per share)........ (15,693,894) Balance, December 31, 1994............. 89,507,681 35,803,072 39,272,431 1,065,796,421 2,174,368 18,261,667 Net earnings in 1995................... 274,534,505 Employee stock options................. 160,970 64,389 3,464,978 Employee stock compensation and service awards................... 87,498 34,999 5,932,034 (20,397) (172,887) Treasury stock acquired................ 3,661 215,005 Cash dividends ($.28 per share)........ (24,486,885) BALANCE, DECEMBER 31, 1995............. 89,756,149 $ 35,902,460 $ 48,669,443 $1,315,844,041 2,157,632 $ 18,303,785 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 14 CONSOLIDATED BALANCE SHEETS December 31, 1995 1994 ASSETS Current assets: Cash and short-term investments...................................... $ 201,795,775 $ 101,930,479 Accounts receivable (Note 2)......................................... 283,206,832 258,131,947 Inventories (Note 3)................................................. 306,773,384 243,026,854 Other current assets................................................. 38,965,327 35,612,117 Total current assets............................................... 830,741,318 638,701,397 Property, plant and equipment (Note 4)................................. 1,465,400,015 1,363,218,768 $2,296,141,333 $2,001,920,165 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Long-term debt due within one year................................... $ 150,000 $ 250,000 Accounts payable..................................................... 214,562,570 182,846,410 Federal income taxes................................................. 11,298,873 15,507,659 Salaries, wages and related accruals................................. 104,562,678 88,706,273 Accrued expenses and other current liabilities....................... 116,562,190 95,154,860 Total current liabilities.......................................... 447,136,311 382,465,202 Long-term debt due after one year (Note 5)............................. 106,850,000 173,000,000 Deferred credits and other liabilities (Note 8)........................ 139,384,197 147,859,517 Minority interests..................................................... 220,658,666 175,985,189 Stockholders' equity (Note 6): Common stock......................................................... 35,902,460 35,803,072 Additional paid-in capital........................................... 48,669,443 39,272,431 Retained earnings.................................................... 1,315,844,041 1,065,796,421 1,400,415,944 1,140,871,924 Treasury stock....................................................... (18,303,785) (18,261,667) 1,382,112,159 1,122,610,257 $2,296,141,333 $2,001,920,165 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 15 Year Ended CONSOLIDATED STATEMENTS December 31, 1995 1994 OF CASH FLOWS OPERATING ACTIVITIES: Net earnings......................................................... $274,534,505 $226,632,844 Adjustments: Depreciation of plant and equipment................................ 173,887,657 157,652,083 Deferred federal income taxes...................................... (15,000,000) (2,000,000) Minority interests................................................. 48,183,237 17,673,235 Changes in: Accounts receivable.............................................. (25,074,885) (55,955,706) Inventories...................................................... (63,746,530) (28,012,284) Accounts payable................................................. 31,716,160 17,111,882 Federal income taxes............................................. (4,208,786) 1,240,507 Other............................................................ 26,868,839 90,603,897 Cash provided by operating activities................................ 447,160,197 424,946,458 INVESTING ACTIVITIES: Capital expenditures................................................. (263,421,786) (185,324,442) Disposition of plant and equipment................................... 919,247 5,218,722 Cash used in investing activities.................................... (262,502,539) (180,105,720) FINANCING ACTIVITIES: New long-term debt................................................... 24,000,000 -- Reduction in long-term debt.......................................... (90,250,000) (179,200,000) Issuance of common stock............................................. 9,669,288 9,504,368 Contributions for (distributions to) minority interests.............. (3,509,760) 15,224,450 Cash dividends....................................................... (24,486,885) (15,693,894) Acquisition of treasury stock........................................ (215,005) -- Cash provided by (used in) financing activities...................... (84,792,362) (170,165,076) INCREASE IN CASH AND SHORT-TERM INVESTMENTS............................ 99,865,296 74,675,662 CASH AND SHORT-TERM INVESTMENTS -- BEGINNING OF YEAR................... 101,930,479 27,254,817 CASH AND SHORT-TERM INVESTMENTS -- END OF YEAR......................... $201,795,775 $101,930,479 1993 OPERATING ACTIVITIES: Net earnings......................................................... $123,509,607 Adjustments: Depreciation of plant and equipment................................ 122,265,448 Deferred federal income taxes...................................... 1,000,000 Minority interests................................................. 9,746,423 Changes in: Accounts receivable.............................................. (70,032,895) Inventories...................................................... (8,609,788) Accounts payable................................................. 46,438,863 Federal income taxes............................................. 3,808,491 Other............................................................ 43,666,916 Cash provided by operating activities................................ 271,793,065 INVESTING ACTIVITIES: Capital expenditures................................................. (364,160,462) Disposition of plant and equipment................................... 1,303,291 Cash used in investing activities.................................... (362,857,171) FINANCING ACTIVITIES: New long-term debt................................................... 105,700,000 Reduction in long-term debt.......................................... (200,000) Issuance of common stock............................................. 8,504,357 Contributions for (distributions to) minority interests.............. (7,154,980) Cash dividends....................................................... (13,911,932) Acquisition of treasury stock........................................ (165,806) Cash provided by (used in) financing activities...................... 92,771,639 INCREASE IN CASH AND SHORT-TERM INVESTMENTS............................ 1,707,533 CASH AND SHORT-TERM INVESTMENTS -- BEGINNING OF YEAR................... 25,547,284 CASH AND SHORT-TERM INVESTMENTS -- END OF YEAR......................... $ 27,254,817 SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 16 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 1995, 1994, and 1993 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Nucor is a manufacturer of steel products. The consolidated financial statements include Nucor and all of its subsidiaries. The minority interests in operations of less than 100%-owned subsidiaries are included in cost of products sold. All significant intercompany transactions are eliminated. Short-term investments are recorded at cost plus accrued interest, which approximates market, and will be converted into cash within three months from date of purchase. Inventories are stated at the lower of cost or market. Cost is determined principally using the last-in, first-out (LIFO) method of accounting. Property, plant and equipment are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets. Federal income taxes are provided using the liability method. 2. ACCOUNTS RECEIVABLE: Accounts receivable are stated net of the allowance for doubtful accounts of $16,690,059 in 1995 ($14,944,181 in 1994 and $10,384,904 in 1993). 3. INVENTORIES: Inventories consist of approximately 55% raw materials and supplies, and 45% finished and semi-finished products in 1995 (55% and 45% in 1994). Inventories valued on the last-in, first-out (LIFO) method of accounting represent approximately 90% of total inventories in 1995 (85% in 1994). If the first-in, first-out (FIFO) method of accounting had been used instead of the last-in, first-out (LIFO) method, inventories would have been $93,932,099 higher in 1995 ($81,662,518 higher in 1994). 4. PROPERTY, PLANT AND EQUIPMENT: December 31, 1995 1994 Land and improvements............. $ 50,889,972 $ 45,283,790 Buildings and improvements........ 208,183,010 201,010,408 Plant machinery and equipment..... 1,722,482,459 1,689,953,310 Office and transportation equipment......... 10,236,701 13,956,102 Construction in process and equipment deposits........... 221,092,491 27,376,486 2,212,884,633 1,977,580,096 Less accumulated depreciation..... 747,484,618 614,361,328 $1,465,400,015 $1,363,218,768 The average annual depreciation rate was 8.9% in 1995 (8.7% in 1994 and 8.2% in 1993). Nucor is constructing a new steel mill to produce sheet steel products. This mill is projected to cost about an additional $300,000,000 to complete and to be operational by early 1997. 5. LONG-TERM DEBT AND FINANCING ARRANGEMENTS: December 31, 1995 1994 Industrial revenue bonds, 4.05% to 8%, due from 1997 to 2028............ $106,850,000 $ 83,000,000 Notes of subsidiary............... -- 90,000,000 $106,850,000 $173,000,000 Nine banks are committed to lend Nucor a total of $245,000,000 (nothing has been borrowed), with borrowings repayable in 2001. Six banks are committed to lend a Nucor subsidiary a total of $18,000,000, due in 2001 (nothing has been borrowed). These commitments cannot be withdrawn unless there is non-compliance under the loan agreements. Annual aggregate long-term debt maturities are: $750,000 in 1997; $1,250,000 in 1998; $1,000,000 in 1999; and $1,000,000 in 2000. 6. CAPITAL STOCK: The par value of Nucor's common stock is $.40 per share and there are 100,000,000 shares authorized. Nucor's Key Employees' Incentive Stock Option Plans provide that common stock options may be granted to key employees and officers at 100% of the market value on the date of the grant. During 1995, options were granted for 115,436 shares (98,223 in 1994 and 138,381 in 1993); and options for 6,358 shares (4,183 in 1994 and 3,445 in 1993) expired or were canceled. At December 31, 1995, options for 525,745 shares (577,637 in 1994 and 636,374 in 1993) were outstanding at an aggregate price of $21,458,951 ($18,758,676 in 1994 and $15,560,596 in 1993); options for 464,901 shares (533,770 in 1994 and 569,718 in 1993) were exercisable; and 1,746,354 shares (1,855,432 in 1994 and 1,949,472 in 1993) were reserved for future grants. 250,000 shares of preferred stock, par value of $4.00 per share, are authorized, with preferences, rights and restrictions as may be fixed by Nucor's Board of Directors. No shares of preferred stock have been issued since their authorization in 1964. Nucor's earnings per share of common stock are based on 87,430,370 average shares outstanding in 1995 (87,166,164 in 1994 and 86,909,345 in 1993), and would not be materially affected if all employee stock options were exercised. 17 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. INTEREST EXPENSE (INCOME): Interest expense is stated net of interest income of $10,411,088 in 1995 ($1,077,060 in 1994 and $1,118,252 in 1993). Interest paid was $9,209,025 in 1995 ($16,060,715 in 1994 and $10,739,394 in 1993). 8. FEDERAL INCOME TAXES: 1995 1994 1993 Currently payable........... $172,800,000 $132,300,000 $62,600,000 Deferred........... (15,000,000) (2,000,000) 1,000,000 $157,800,000 $130,300,000 $63,600,000 Current deferred federal income tax assets of approximately $38,000,000 in 1995 ($35,000,000 in 1994) relate primarily to differences between financial and tax reporting of inventories and accrued expenses. Non-current deferred federal income tax liabilities of approximately $51,000,000 in 1995 ($63,000,000 in 1994) relate primarily to differences between financial and tax reporting of depreciation. Federal income taxes paid were $176,500,000 in 1995 ($124,371,222 in 1994 and $57,519,048 in 1993). 9. QUARTERLY INFORMATION (UNAUDITED): First Second Third Fourth Quarter Quarter Quarter Quarter 1995 Net sales........ $841,734,652 $880,152,115 $860,544,790 $879,614,091 Gross margin..... 139,747,727 145,063,874 130,596,866 146,469,010 Net earnings..... 67,308,451 69,933,676 63,003,044 74,289,334 Net earnings per share....... .77 .80 .72 .85 1994 Net sales........ $649,701,248 $740,101,570 $786,424,788 $799,368,850 Gross margin..... 82,391,935 111,073,091 138,630,185 151,741,399 Net earnings..... 34,879,954 49,680,131 64,523,822 77,548,937 Net earnings per share....... .40 .57 .74 .89 INDEPENDENT ACCOUNTANTS REPORT COOPERS & LYBRAND L.L.P. Stockholders and Board of Directors Nucor Corporation Charlotte, North Carolina We have audited the accompanying consolidated balance sheets of Nucor Corporation and subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1995. These financial statements are the responsibility of Nucor's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Nucor Corporation and subsidiaries as of December 31, 1995 and 1994, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1995, in conformity with generally accepted accounting principles. /s/ Coopers & Lybrand LLP Charlotte, North Carolina February 20, 1996 18 BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT BOARD OF DIRECTORS H. David Aycock FORMER PRESIDENT, NUCOR CORPORATION John D. Correnti VICE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER, NUCOR CORPORATION James W. Cunningham FORMER VICE PRESIDENT, NUCOR CORPORATION James D. Hlavacek MANAGING DIRECTOR, MARKET DRIVEN MANAGEMENT F. Kenneth Iverson CHAIRMAN, NUCOR CORPORATION Samuel Siegel VICE CHAIRMAN, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY, NUCOR CORPORATION EXECUTIVE MANAGEMENT EXECUTIVE OFFICES F. Kenneth Iverson CHAIRMAN John D. Correnti VICE CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER Samuel Siegel VICE CHAIRMAN, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY John A. Doherty VICE PRESIDENT, ENGINEERING CONSULTANT Terry S. Lisenby VICE PRESIDENT, CORPORATE CONTROLLER LeRoy C. Prichard VICE PRESIDENT, STEEL TECHNOLOGIES OPERATIONS A. Jay Bowcutt VICE PRESIDENT, GENERAL MANAGER OF NUCOR STEEL DIVISION, PLYMOUTH, UTAH James E. Campbell VICE PRESIDENT, GENERAL MANAGER OF VULCRAFT DIVISION, FORT PAYNE, ALABAMA James R. Darsey GENERAL MANAGER OF VULCRAFT DIVISION, GRAPELAND, TEXAS Jerry V. DeMars VICE PRESIDENT, GENERAL MANAGER OF NUCOR FASTENER DIVISIONS, SAINT JOE, INDIANA AND CONWAY, ARKANSAS Daniel R. DiMicco VICE PRESIDENT, GENERAL MANAGER OF NUCOR-YAMATO STEEL COMPANY, BLYTHEVILLE, ARKANSAS John J. Ferriola GENERAL MANAGER OF NUCOR STEEL DIVISION, NORFOLK, NEBRASKA Ladd R. Hall VICE PRESIDENT, GENERAL MANAGER OF VULCRAFT DIVISON, BRIGHAM CITY, UTAH Gus R. Hiller GENERAL MANAGER OF NUCOR IRON CARBIDE, INC., TRINIDAD AND TOBAGO, WEST INDIES Donald N. Holloway VICE PRESIDENT, GENERAL MANAGER OF VULCRAFT DIVISION, NORFOLK, NEBRASKA Kenneth H. Huff VICE PRESIDENT, GENERAL MANAGER OF NUCOR STEEL DIVISION, JEWETT, TEXAS Hamilton Lott, Jr. VICE PRESIDENT, GENERAL MANAGER OF VULCRAFT DIVISION, FLORENCE, SOUTH CAROLINA Harry R. Lowe VICE PRESIDENT, GENERAL MANAGER OF NUCOR BUILDING SYSTEMS DIVISION, WATERLOO, INDIANA Rodney B. Mott VICE PRESIDENT, GENERAL MANAGER OF NUCOR STEEL DIVISION, BERKELEY, SOUTH CAROLINA D. Michael Parrish VICE PRESIDENT, GENERAL MANAGER OF NUCOR STEEL DIVISION, HICKMAN, ARKANSAS James W. Ronner VICE PRESIDENT, GENERAL MANAGER OF VULCRAFT DIVISION, SAINT JOE, INDIANA Larry A. Roos VICE PRESIDENT, GENERAL MANAGER OF NUCOR STEEL DIVISION, CRAWFORDSVILLE, INDIANA Joseph A. Rutkowski VICE PRESIDENT, GENERAL MANAGER OF NUCOR STEEL DIVISION, DARLINGTON, SOUTH CAROLINA CORPORATE AND STOCK DATA EXECUTIVE OFFICES 2100 Rexford Road Charlotte, North Carolina 28211 Telephone 704/366-7000 Facsimile 704/362-4208 ANNUAL MEETING PLACE -- Chemical Banking Corporation 270 Park Avenue (between 47th and 48th Streets) Room C on 11th Floor New York City TIME AND DATE-- 2:00 P.M., Thursday, May 9, 1996 STOCK PRICE AND DIVIDENDS PAID: First Second Third Fourth Quarter Quarter Quarter Quarter 1995 Stock Price: High................. $59.63 $56.25 $63.25 $57.25 Low.................. 50.00 42.50 43.50 42.00 Dividends Paid......... .045 .07 .07 .07 1994 Stock Price: High................. $66.00 $72.00 $71.88 $70.50 Low.................. 48.75 57.63 63.25 51.63 Dividends Paid......... .04 .045 .045 .045 10-K AND 11-YEAR DATA Copies of (1) Form 10-K for 1995 filed with the Securities and Exchange Commission, and (2) various financial and statistical data for the years 1985 to 1995, are available on request. STOCK TRANSFERS DIVIDEND DISBURSING DIVIDEND REINVESTMENT First Union National Bank Shareholders Services Group 230 South Tryon Street 11th Floor Charlotte, North Carolina 28288 Telephone 704/374-6531 Facsimile 704/374-6987 STOCK LISTING New York Stock Exchange Trading Symbol - NUE 19