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.
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Item 2.
Item 2. Properties
Principal operating facilities are as follows:
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.
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.
Item 4. Submission of Matters to a Vote of Security Holders
None during quarter ended December 31, 1996.
PART II
Item 5.
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters Item 6.
Item 6. Selected Financial Data Item 7.
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.
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.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosures
None.
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PART III
Item 10.
Item 10. Directors and Executive Officers Item 11.
Item 11. Executive Compensation Item 12.
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.
Item 13. Certain Relationships and Related Transactions
None.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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.
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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
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COOPERS & LYBRAND, L.L.P. Nationsbank Corporate Center 100 North Tryon Street Suite 3400 Charlotte, North Carolina
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