-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, UWIQZUBOJz6ZzxJG3PbUeuFIGMRRi1NTUZMCwD7+padVwv2CokfLxzP1fXlZkFWm xKlMp3Z4QKUPF8pQif6qWQ== 0000950168-94-000089.txt : 19940325 0000950168-94-000089.hdr.sgml : 19940325 ACCESSION NUMBER: 0000950168-94-000089 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUCOR CORP CENTRAL INDEX KEY: 0000073309 STANDARD INDUSTRIAL CLASSIFICATION: 3312 IRS NUMBER: 131860817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 34 SEC FILE NUMBER: 001-04119 FILM NUMBER: 94517613 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-K 1 NUCOR 10-K 3/24/94 #89322.1 1993 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, 1993 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 $4,840,906,860 at February 28, 1994. 87,112,673 shares of common stock were outstanding at February 28, 1994. Documents incorporated by reference include: Portions of 1993 annual report (Parts II and IV), and proxy statement for 1994 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 1993, 1992 and 1991. 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 and steel grinding balls. Hot rolled steel is manufactured from scrap, utilizing electric furnaces, continuous casting and automated rolling mills. Cold rolled steel, cold finished steel, steel joists and joist girders, 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 and steel grinding balls are manufactured in standard sizes and inventories are maintained. In 1993, 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 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 general economic conditions. The backlog of orders was about $445,000,000 at December 31, 1993, and about $276,000,000 at December 31, 1992. All 5,900 employees are employed in the steel products business. - 2- Item 2. Properties Principal operating facilities are as follows:
Approximate square footage Principal Location of facilities products Blytheville-Hickman, Arkansas 2,600,000 Steel shapes, flat-rolled steel Norfolk-Stanton, Nebraska 1,930,000 Steel shapes, joists and deck Brigham City-Plymouth, Utah 1,700,000 Steel shapes, joists and grinding balls Darlington-Florence, South Carolina 1,540,000 Steel shapes, joists and deck Grapeland-Jewett, Texas 1,340,000 Steel shapes, joists and deck Crawfordsville, Indiana 1,100,000 Flat-rolled steel
Additional operating facilities are located in Fort Payne, Alabama, Saint Joe and Waterloo, Indiana, and Wilson, North Carolina, all engaged in the manufacture of steel products. During 1993, 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, 1993. 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 1993 annual report, pages 19, 13, and 12, respectively. Item 8. Financial Statements and Supplementary Data Incorporated by reference to Nucor Corporation's 1993 annual report, pages 14 to 18. The Report and Consent of Independent Accountants is submitted 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 1994 annual stockholders' meeting, and page 19 of Nucor Corporation's 1993 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 Independent auditors report and consent.................................. 6 Consolidated balance sheets........................ (Incorporated by ) Consolidated statements of earnings................ (reference to ) Consolidated statements of stockholders' equity.... (Nucor Corporation's) Consolidated statements of cash flows.............. (1993 annual report,) Notes to consolidated financial statements......... (pages 14 to 18 ) Financial Statement Schedules: Schedule V - Property, plant and equipment........................... 7 Schedule VI - Accumulated depreciation of property, plant and equipment......................... 7 Schedule VIII - Allowance for doubtful accounts......................... 8 Schedule X - Supplementary expense information....................... 8
All other schedules are omitted because they are not required, not applicable, or the information is furnished in the consolidated financial statements or notes.
Exhibits: 3 - Restated Certificate of incorporation and by-laws (incorporated by reference to Form 10-K for year ended December 31, 1990) 3(a)- Certificate of amendment dated May 14, 1992, to Restated Certificate of Incorporation (incorporated by reference to Form 10-K for year ended December 31, 1992) 11 - Computation of net earnings per share 12 - Computation of ratio of earnings to fixed charges 13 - 1993 annual report (portions incorporated by reference) 21 - Subsidiaries 22 - Proxy statement for 1994 annual stockholders' meeting 24 - Powers of attorney (incorporated by reference to Form 10-K for year ended December 31, 1990)
Reports on Form 8-K: None filed during the quarter ended December 31, 1993. - 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 and Director Chief Executive Officer F. KENNETH IVERSON * JAMES W. CUNNINGHAM F. Kenneth Iverson James W. Cunningham Chairman, Chief Executive Officer Director and Director SAMUEL SIEGEL * RICHARD N. VANDEKIEFT Samuel Siegel Richard N. Vandekieft Vice Chairman, Director Chief Financial Officer, Treasurer, Secretary and Director JOHN D. CORRENTI *By SAMUEL SIEGEL John D. Correnti Samuel Siegel President, Chief Operating Officer Attorney-in-fact and Director TERRY S. LISENBY Terry S. Lisenby Vice President and Corporate Controller Dated: March 25, 1994 - 5 - 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, 1993 and 1992, and for each of the three years in the period ended December 31, 1993, which financial statements are included on pages 14 through 18 of the 1993 Annual Report to Shareholders of Nucor Corporation and incorporated by reference herein. We have also audited the financial statement schedules listed in Item 14 of this Form 10-K. These financial statements and financial statement schedules are the responsibility of Nucor's management. Our responsibility is to express an opinion on these financial statements and financial statement schedules 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, 1993 and 1992, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. In addition, in our opinion, the financial statement schedules referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly, in all material respects, the information required to be included therein. 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, and 33-27120 (including 2-55941 and 2-69914), and Form S-3, Number 33-47313 of this report on our audits of the consolidated financial statements and financial statement schedules of Nucor Corporation as of December 31, 1993 and 1992, and for the years ended December 31, 1993, 1992, and 1991. Coopers & Lybrand Charlotte, North Carolina February 21, 1994 -6-
Plant Office Construction Land Buildings machinery and in process and and and transportation and equipment improvements improvements equipment equipment deposits Total SCHEDULE V - PROPERTY, PLANT AND EQUIPMENT Balance at Dec. 31, 1990 $30,642,736 $125,917,477 $ 905,687,289 $14,961,929 $ 9,154,660 $1,086,364,091 1991 additions at cost...... 6,513,402 5,979,070 53,218,584 3,451,753 148,558,276 217,721,085 1991 sales or retirements.. (5,684,381) (387,678) (33,681,369) (2,799,195) - (42,552,623) Balance at Dec. 31, 1991 31,471,757 131,508,869 925,224,504 15,614,487 157,712,936 1,261,532,553 1992 additions at cost...... 1,583,138 25,759,749 392,599,989 4,243,023 (45,061,513) 379,124,386 1992 sales or retirements.. (235,638) (2,367,473) (62,833,507) (1,119,682) - (66,556,300) Balance at Dec. 31, 1992 32,819,257 154,901,145 1,254,990,986 18,737,828 112,651,423 1,574,100,639 1993 additions at cost...... 9,011,516 28,817,914 325,959,451 465,113 (93,532) 364,160,462 1993 sales or retirements.. (546,647) (2,737,602) (110,555,049) (3,433,082) - (117,272,380) Balance at Dec. 31, 1993 $41,284,126 $180,981,457 $1,470,395,388 $15,769,859 $112,557,891 $1,820,988,721 SCHEDULE VI - ACCUMULATED DEPRECIATION OF PROPERTY, PLANT AND EQUIPMENT Balance at Dec. 31, 1990 $9,110,564 $42,142,098 $305,715,142 $ 6,147,713 $363,115,517 1991 additions charged to earnings.. 1,528,560 6,794,053 82,039,023 3,215,990 93,577,626 1991 sales or retirements.. (5,679,081) (378,338) (33,681,369) (2,705,356) (42,444,144) Balance at Dec. 31, 1991 4,960,043 48,557,813 354,072,796 6,658,347 414,248,999 1992 additions charged to earnings.. 1,344,244 7,555,031 85,189,251 3,690,942 97,779,468 1992 sales or retirements.. (7,181) (2,367,474) (60,199,160) (1,119,528) (63,693,343) Balance at Dec. 31, 1992 6,297,106 53,745,370 379,062,887 9,229,761 448,335,124 1993 additions charged to earnings.. 1,536,860 8,473,576 108,685,591 3,569,421 122,265,448 1993 sales or retirements.. (215,376) (2,737,602) (104,908,266) (2,787,047) (110,648,291) Balance at Dec. 31, 1993 $7,618,590 $59,481,344 $382,840,212 $10,012,135 $459,952,281 - 7 - SCHEDULE VIII - ALLOWANCE FOR DOUBTFUL ACCOUNTS Balance at December 31, 1990........................................... 8,467,257 1991 reductions credited to earnings................................... (927,685) 1991 accounts written off in excess of recoveries...................... (1,149,504) Balance at December 31, 1991........................................... 6,390,068 1992 additions charged to earnings..................................... 4,054,826 1992 accounts written off in excess of recoveries...................... (3,675,286) Balance at December 31, 1992........................................... 6,769,608 1993 additions charged to earnings..................................... 4,346,643 1993 accounts written off in excess of recoveries...................... (731,347) Balance at December 31, 1993........................................... $10,384,904
SCHEDULE X - SUPPLEMENTARY EXPENSE INFORMATION
Year ended December 31, 1993 1992 1991 Maintenance and repairs.................... $280,036,996 $221,694,798 $195,375,300
Other expenses are omitted because they are not present or not material. -8- ***************************************************************************** APPENDIX On Page 18 of Exhibit 13 the signature of Coopers & Lybrand appears where noted. On Page 5 of Exhibit 21 the Stock Performance Graph appears where indicated. The plot points are listed as follows: 1988 1989 1990 1991 1992 1993 Nucor Corporation $100 127.20 131.90 191.37 337.33 457.74 S&P 500 Index $100 131.69 127.60 166.47 179.15 197.21 S&P Steel Group Index $100 96.73 81.40 100.02 130.87 172.20 EX-11 2 EXHIBIT 11 EXHIBIT 11 - COMPUTATION OF NET EARNINGS PER SHARE
Year ended December 31, 1993 1992 1991 PRIMARY: Primary net earnings....................... $123,509,607 $79,225,703 $64,716,499 Average shares outstanding: (excludes dilutive effect of employee stock options because less than 3%)...... 86,909,345 86,584,130 86,239,732 Primary net earnings per share............. $1.4211 $.9150 $.7504 FULLY DILUTED: Fully diluted net earnings................. $123,509,607 $79,225,703 $64,716,499 Fully diluted average shares outstanding: Primary shares outstanding............... 86,909,345 86,584,130 86,239,732 Dilutive effect of employee stock options 385,365 335,486 329,432 87,294,710 86,919,616 86,569,164 Fully diluted net earnings per share....... $1.4149 $.9115 $.7476
Share data for 1992 and 1991 have been restated to reflect the 2-for-1 stock split in September, 1993. EX-12 3 EXHIBIT 12 EXHIBIT 12 - COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Year Ended December 31, 1993 1992 1991 Income from operations before income taxes $187,109,607 $117,325,703 $ 95,816,499 Add: Interest expense 13,708,078 8,390,870 3,337,659 Amortization of capitalized interest 715,247 715,247 715,247 One-third of rental expense 1,427,271 1,124,600 1,075,076 Earnings $202,960,203 $127,556,420 $100,944,481 Fixed charges: Interest expense 13,708,078 8,390,870 $ 3,337,659 One-third of rental expense 1,427,271 1,124,600 1,075,076 Fixed charges $ 15,135,349 $ 9,515,470 $ 4,412,735 Ratio of earnings to fixed charges 13.41 13.41 22.88
For the purposes of computing these ratios, "earnings" consist of income before income taxes and before fixed charges (excluding interest capitalized, net of amortization); and "fixed charges" represent interest expense on indebtedness (including both amounts expensed and amounts capitalized) plus the portion of rental expense deemed to be the equivalent of interest. EX-13 4 EXHIBIT 13 ANALYSIS OF OPERATIONS AND FINANCES OPERATIONS The increases in 1993 and 1992 sales resulted primarily from increased volume. Substantially all of the decrease in 1991 sales resulted from decreased sales prices. The major component of cost of products sold is raw material costs. The average price of raw materials increased by 15% in 1993, decreased by less than 5% in 1992, and decreased about 10% in 1991. The major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs decreased by about 5% in 1993, decreased by less than 5% in 1992, and increased by about 5% in 1991. Profit sharing costs increased by about 70% in 1993, increased by about 60% in 1992, and decreased about 40% in 1991. Profit sharing costs are based upon and fluctuate with pre-tax earnings. Interest expense is reduced by interest income from short-term investments. The 1993 and 1992 increases resulted from increased borrowings. The 1991 decrease resulted primarily from decreased borrowings. The statutory rate for federal income taxes was 35% in 1993 and 34% in 1992 and 1991. The increase in 1993 net earnings resulted primarily from increased sales and margins, due to increased sales volume and increased average prices. The increase in 1992 earnings resulted primarily from increased sales and margins, due largely to increased sales volume. The decrease in 1991 net earnings resulted from decreased sales and margins, due largely to decreased average sales prices. LIQUIDITY AND CAPITAL RESOURCES In 1993, working capital increased about 7% to $118 million due primarily to increased earnings and a decrease in capital expenditures. The current ratio was 1.3 in 1993, 1.4 in 1992, and 1.5 in 1991. The increase in 1993 inventories was due primarily to increased prices. The increase in 1992 inventories was due primarily to new facilities. The increase in 1991 inventories was due to large planned increases in the quantity of raw materials, and quantity increases in finished products due to increased steel production levels and customers requirements for just-in-time deliveries. Capital expenditures were $364 million in 1993, $379 million in 1992, and $218 million in 1991. Capital expenditures are currently projected to be more than $200 million in 1994. 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 $106 million in 1993, compared with $172 million in 1992, and $44 in 1991. Unused long-term credit facilities total $270 million at the end of 1993 ($169 million of which support outstanding short-term notes). The percentage of long-term debt to total capital was 25% in 1993, 21% in 1992, and 8% in 1991. 12 SIX-YEAR 1993 1992 1991 1990 1989 FINANCIAL REVIEW FOR THE YEAR Net sales............................ $ 2,253,738,311 $ 1,619,234,876 $ 1,465,456,566 $ 1,481,630,011 $ 1,269,007,472 Costs and expenses: Cost of products sold.............. 1,965,847,476 1,417,376,345 1,302,744,052 1,293,082,950 1,105,248,906 Marketing, administrative and other expenses............... 87,582,891 76,796,340 66,986,699 70,461,830 66,990,065 Interest expense (income).......... 13,198,337 7,736,488 (90,684) 6,869,970 11,132,657 2,066,628,704 1,501,909,173 1,369,640,067 1,370,414,750 1,183,371,628 Earnings from operations before federal income taxes........ 187,109,607 117,325,703 95,816,499 111,215,261 85,635,844 Federal income taxes................. 63,600,000 38,100,000 31,100,000 36,150,000 27,800,000 Earnings from operations............. 123,509,607 79,225,703 64,716,499 75,065,261 57,835,844 Gain on sale of subsidiary........... -- -- -- -- -- Net earnings......................... 123,509,607 79,225,703 64,716,499 75,065,261 57,835,844 Earnings per share: Earnings per share from operations.................. 1.42 .92 .75 .88 .68 Gain per share on sale of subsidiary............ -- -- -- -- -- Net earnings per share............. 1.42 .92 .75 .88 .68 Dividends declared per share......... .16 .14 .13 .12 .11 Percentage of earnings from operations to sales........... 5.5% 4.9% 4.4% 5.1% 4.6% Percentage of earnings from operations to average equity....... 14.6% 10.6% 9.5% 12.1% 10.4% Capital expenditures................. 364,160,462 379,124,386 217,721,085 56,753,994 130,200,982 Depreciation......................... 122,265,448 97,779,468 93,577,626 84,960,263 76,571,240 Sales per employee................... 384,105 283,455 264,046 271,859 241,716 AT YEAR END Current assets....................... $468,231,882 $381,616,740 $334,293,244 $312,637,486 $280,033,934 Current liabilities.................. 350,490,781 271,971,686 229,166,248 202,789,294 193,560,545 Working capital...................... 117,741,101 109,645,054 105,126,996 109,848,192 86,473,389 Current ratio...................... 1.3 1.4 1.5 1.5 1.4 Property, plant and equipment........ 1,361,036,440 1,125,765,515 847,283,554 723,248,574 753,797,578 Total assets......................... 1,829,268,322 1,507,382,255 1,181,576,798 1,035,886,060 1,033,831,512 Long-term debt....................... 352,250,000 246,750,000 72,778,000 28,777,000 155,981,500 Percentage of debt to capital...... 25.2% 21.1% 8.0% 3.7% 19.0% Stockholders' equity................. 902,166,939 784,230,713 711,608,991 652,757,216 584,445,479 Per share.......................... 10.36 9.04 8.23 7.59 6.83 Shares outstanding................... 87,073,478 86,736,700 86,417,804 85,950,696 85,598,480 Stockholders......................... 33,000 29,000 27,000 27,000 25,000 Employees............................ 5,900 5,800 5,600 5,500 5,400
SIX-YEAR 1988 FINANCIAL REVIEW FOR THE YEAR Net sales............................ $ 1,061,364,009 Costs and expenses: Cost of products sold.............. 889,140,323 Marketing, administrative and other expenses............... 62,083,752 Interest expense (income).......... 2,558,914 953,782,989 Earnings from operations before federal income taxes........ 107,581,020 Federal income taxes................. 36,700,000 Earnings from operations............. 70,881,020 Gain on sale of subsidiary........... 38,558,822 Net earnings......................... 109,439,842 Earnings per share: Earnings per share from operations.................. .84 Gain per share on sale of subsidiary............ .45 Net earnings per share............. 1.29 Dividends declared per share......... .10 Percentage of earnings from operations to sales........... 6.7% Percentage of earnings from operations to average equity....... 15.4% Capital expenditures................. 345,632,411 Depreciation......................... 56,264,631 Sales per employee................... 218,838 AT YEAR END Current assets....................... $247,758,616 Current liabilities.................. 216,107,302 Working capital...................... 31,651,314 Current ratio...................... 1.1 Property, plant and equipment........ 701,903,094 Total assets......................... 949,661,710 Long-term debt....................... 113,248,500 Percentage of debt to capital...... 15.8% Stockholders' equity................. 532,281,449 Per share.......................... 6.25 Shares outstanding................... 85,150,764 Stockholders......................... 28,000 Employees............................ 5,100
13
Year Ended CONSOLIDATED STATEMENTS OF EARNINGS December 31, 1993 1992 Net sales....................................................................... $2,253,738,311 $1,619,234,876 Costs and expenses: Cost of products sold......................................................... 1,965,847,476 1,417,376,345 Marketing, administrative and other expenses.................................. 87,582,891 76,796,340 Interest expense (income) (Note 7)............................................ 13,198,337 7,736,488 2,066,628,704 1,501,909,173 Earnings before federal income taxes............................................ 187,109,607 117,325,703 Federal income taxes (Note 8)................................................. 63,600,000 38,100,000 Net earnings.................................................................... $ 123,509,607 $ 79,225,703 Net earnings per share (Note 6)............................................... $ 1.42 $ .92 CONSOLIDATED STATEMENTS OF EARNINGS 1991 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) (Note 7)............................................ (90,684) 1,369,640,067 Earnings before federal income taxes............................................ 95,816,499 Federal income taxes (Note 8)................................................. 31,100,000 Net earnings.................................................................... $ 64,716,499 Net earnings per share (Note 6)............................................... $ .75
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Treasury Stock Additional (AT Common Stock Paid-in Retained COST) Capital Earnings Shares Amount Shares Balance, December 31, 1990............ 22,039,436 $ 8,815,775 $37,669,232 $624,662,995 551,762 Net earnings in 1991.................. 64,716,499 Employee stock options................ 107,716 43,086 4,563,294 Employee stock compensation and service awards.................. 4,141 1,656 581,816 (4,920) Cash dividends ($.13 per share)....... (11,218,552) Balance, December 31, 1991............ 22,151,293 8,860,517 42,814,342 678,160,942 546,842 Net earnings in 1992.................. 79,225,703 2-for-1 stock split................... 22,186,131 8,874,452 (8,874,452) 545,532 Employee stock options................ 111,726 44,691 4,476,934 Employee stock compensation and service awards.................. 10,787 4,315 997,390 (3,235) Treasury stock acquired............... 2,448 Cash dividends ($.14 per share)....... (12,126,849) Balance, December 31, 1992............ 44,459,937 17,783,975 39,414,214 745,259,796 1,091,587 Net earnings in 1993.................. 123,509,607 2-for-1 stock split................... 44,576,836 17,830,734 (17,830,734) 1,088,717 Employee stock options................ 171,895 68,758 5,615,506 Employee stock compensation and service awards.................. 44,388 17,755 2,714,691 (6,090) Treasury stock acquired............... 5,364 Cash dividends ($.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 Amount Balance, December 31, 1990............ $18,390,786 Net earnings in 1991.................. Employee stock options................ Employee stock compensation and service awards.................. (163,976) Cash dividends ($.13 per share)....... Balance, December 31, 1991............ 18,226,810 Net earnings in 1992.................. 2-for-1 stock split................... Employee stock options................ Employee stock compensation and service awards.................. (75,750) Treasury stock acquired............... 76,212 Cash dividends ($.14 per share)....... Balance, December 31, 1992............ 18,227,272 Net earnings in 1993.................. 2-for-1 stock split................... Employee stock options................ Employee stock compensation and service awards.................. (87,647) Treasury stock acquired............... 165,806 Cash dividends ($.16 per share)....... BALANCE, DECEMBER 31, 1993............ $18,305,431
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 14
CONSOLIDATED BALANCE SHEETS December 31, 1993 ASSETS Current assets: Cash and short-term investments...................................... $ 27,254,817 Accounts receivable (Note 2)......................................... 202,176,241 Inventories (Note 3)................................................. 215,014,570 Other current assets................................................. 23,786,254 Total current assets............................................... 468,231,882 Property, plant and equipment (Note 4)................................. 1,361,036,440 $1,829,268,322 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Long-term debt due within one year................................... $ 200,000 Accounts payable..................................................... 165,734,528 Federal income taxes................................................. 14,267,152 Salaries, wages and related accruals................................. 60,892,849 Accrued expenses and other current liabilities....................... 109,396,252 Total current liabilities.......................................... 350,490,781 Long-term debt due after one year (Note 5)............................. 352,250,000 Deferred credits and other liabilities (Note 8)........................ 81,273,098 Minority interest...................................................... 143,087,504 Stockholders' equity (Note 6): Common stock......................................................... 35,701,222 Additional paid-in capital........................................... 29,913,677 Retained earnings.................................................... 854,857,471 920,472,370 Treasury stock....................................................... (18,305,431) 902,166,939 $1,829,268,322 CONSOLIDATED BALANCE SHEETS December 31, 1992 ASSETS Current assets: Cash and short-term investments...................................... $ 25,547,284 Accounts receivable (Note 2)......................................... 132,143,346 Inventories (Note 3)................................................. 206,404,782 Other current assets................................................. 17,521,328 Total current assets............................................... 381,616,740 Property, plant and equipment (Note 4)................................. 1,125,765,515 $1,507,382,255 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Long-term debt due within one year................................... $ 200,000 Accounts payable..................................................... 119,295,665 Federal income taxes................................................. 10,458,661 Salaries, wages and related accruals................................. 48,673,221 Accrued expenses and other current liabilities....................... 93,344,139 Total current liabilities.......................................... 271,971,686 Long-term debt due after one year (Note 5)............................. 246,750,000 Deferred credits and other liabilities (Note 8)........................ 63,933,795 Minority interest...................................................... 140,496,061 Stockholders' equity (Note 6): Common stock......................................................... 17,783,975 Additional paid-in capital........................................... 39,414,214 Retained earnings.................................................... 745,259,796 802,457,985 Treasury stock....................................................... (18,227,272) 784,230,713 $1,507,382,255
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 15
Year Ended CONSOLIDATED STATEMENTS December 31, 1993 1992 OF CASH FLOWS OPERATING ACTIVITIES: Net earnings.......................................................... $123,509,607 $ 79,225,703 Adjustments: Depreciation of plant and equipment................................. 122,265,448 97,779,468 Deferred federal income taxes....................................... 1,000,000 (3,000,000) Minority interest................................................... 9,746,423 23,173,403 Changes in: Accounts receivable............................................... (70,032,895) (22,684,906) Inventories....................................................... (8,609,788) (20,329,998) Accounts payable.................................................. 46,438,863 25,534,006 Federal income taxes.............................................. 3,808,491 (610,828) Other............................................................. 43,666,916 26,322,635 Cash provided by operating activities................................. 271,793,065 205,409,483 INVESTING ACTIVITIES: Capital expenditures.................................................. (364,160,462) (379,124,386) Disposition of plant and equipment.................................... 1,303,291 2,124,131 Cash (used in) investing activities................................... (362,857,171) (377,000,255) FINANCING ACTIVITIES: New long-term debt.................................................... 105,700,000 183,900,000 Reduction in long-term debt........................................... (200,000) (11,727,000) Issuance of common stock.............................................. 8,504,357 5,599,080 Distributions to minority interest.................................... (7,154,980) (6,725,740) Cash dividends........................................................ (13,911,932) (12,126,849) Acquisition of treasury stock......................................... (165,806) (76,212) Cash provided by financing activities................................. 92,771,639 158,843,279 INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS.................. 1,707,533 (12,747,493) CASH AND SHORT-TERM INVESTMENTS -- BEGINNING OF YEAR.................... 25,547,284 38,294,777 CASH AND SHORT-TERM INVESTMENTS -- END OF YEAR.......................... $ 27,254,817 $ 25,547,284 CONSOLIDATED STATEMENTS 1991 OF CASH FLOWS OPERATING ACTIVITIES: Net earnings.......................................................... $ 64,716,499 Adjustments: Depreciation of plant and equipment................................. 93,577,626 Deferred federal income taxes....................................... (4,000,000) Minority interest................................................... 26,114,147 Changes in: Accounts receivable............................................... 14,797,558 Inventories....................................................... (49,431,039) Accounts payable.................................................. 11,540,063 Federal income taxes.............................................. 418,594 Other............................................................. 15,662,629 Cash provided by operating activities................................. 173,396,077 INVESTING ACTIVITIES: Capital expenditures.................................................. (217,721,085) Disposition of plant and equipment.................................... 547,182 Cash (used in) investing activities................................... (217,173,903) FINANCING ACTIVITIES: New long-term debt.................................................... 46,000,000 Reduction in long-term debt........................................... (2,204,500) Issuance of common stock.............................................. 5,353,828 Distributions to minority interest.................................... (7,506,800) Cash dividends........................................................ (11,218,552) Acquisition of treasury stock......................................... -- Cash provided by financing activities................................. 30,423,976 INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS.................. (13,353,850) CASH AND SHORT-TERM INVESTMENTS -- BEGINNING OF YEAR.................... 51,648,627 CASH AND SHORT-TERM INVESTMENTS -- END OF YEAR.......................... $ 38,294,777
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 16 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Years Ended December 31, 1993, 1992, and 1991 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 interest in operations of the 51%-owned subsidiary is 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 generally will be converted into cash within three months. 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. The 1992 financial statements have been reclassified to conform with the 1993 presentation. 2. ACCOUNTS RECEIVABLE: Accounts receivable are stated net of the allowance for doubtful accounts of $10,384,904 in 1993 ($6,769,608 in 1992). 3. INVENTORIES: Inventories consist of approximately 50% raw materials and supplies, and 50% finished and semi-finished products in 1993 (40% and 60% in 1992). Inventories valued on the last-in, first-out (LIFO) method of accounting represent approximately 85% of total inventories in 1993 (75% in 1992). 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 $67,127,821 higher in 1993 ($29,631,284 higher in 1992). 4. PROPERTY, PLANT AND EQUIPMENT: December 31, 1993 1992 Land and improvements............. $ 41,284,126 $ 32,819,257 Buildings and improvements........ 180,981,457 154,901,145 Plant machinery and equipment..... 1,470,395,388 1,254,990,986 Office and transportation equipment......... 15,769,859 18,737,828 Construction in process and equipment deposits........... 112,557,891 112,651,423 1,820,988,721 1,574,100,639 Less accumulated depreciation..... 459,952,281 448,335,124 $1,361,036,440 $1,125,765,515
The average annual depreciation rate was 8.2% in 1993 (8.1% in 1992 and 8.7% in 1991). Nucor is constructing major expansions to its two sheet steel mills, and is constructing a new facility to produce iron carbide. These projects are expected to cost approximately an additional $75,000,000 to complete and to be operational in 1994. 5. LONG-TERM DEBT AND FINANCING ARRANGEMENTS: December 31, 1993 1992 Short-term notes.................. $169,000,000 $191,000,000 Industrial revenue bonds, 3.1% to 8%, due from 1995 to 2023............ 83,250,000 51,250,000 Notes of 51%-owned subsidiary..... 100,000,000 4,500,000 $352,250,000 $246,750,000
Ten banks are committed to lend Nucor a total of $270,000,000 (nothing has been borrowed), with borrowings repayable in 1999. Seven banks are committed to lend Nucor's 51%-owned subsidiary a total of $100,000,000 due in 1999, at variable short-term interest rates ($100,000,000 has been borrowed at a current average interest rate of 3.7%). These commitments cannot be withdrawn unless there is non-compliance under the loan agreements. Nucor's financing arrangements are long-term commitments which provide the ability to refinance the short-term notes. Since Nucor intends to refinance these notes, they are classified as long-term debt. The current average interest rate on Nucor's short-term notes is 3.3%. Annual aggregate long-term debt maturities are: $250,000 in 1995; $150,000 in 1996; $750,000 in 1997; and $1,250,000 in 1998. 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 1993, options were granted for 138,381 shares (190,804 in 1992 and 213,968 in 1991); and options for 3,445 shares (9,164 in 1992 and 12,460 in 1991) expired or were canceled. At December 31, 1993, options for 636,374 shares (790,232 in 1992 and 901,720 in 1991) were outstanding at an aggregate price of $15,560,596 ($14,010,507 in 1992 and $13,127,463 in 1991); options for 569,718 shares (698,176 in 1992 and 792,120 in 1991) were exercisable; and 1,949,472 shares (2,084,408 in 1992 and 2,272,708 in 1991) 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 86,909,345 average shares outstanding in 1993 (86,584,130 in 1992 and 86,239,732 in 1991), and would not be materially affected if all employee stock options were exercised. Net earnings per share, average shares outstanding, dividends declared per share and option shares have been restated to reflect the 2-for-1 stock split in September, 1993. 17 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 7. INTEREST EXPENSE (INCOME): Interest expense is stated net of interest income of $1,118,252 in 1993 ($1,297,373 in 1992 and $2,690,192 in 1991). Interest paid was $10,739,394 in 1993 ($9,142,647 in 1992 and $3,422,549 in 1991). 8. FEDERAL INCOME TAXES: 1993 1992 1991 Currently payable.... $62,600,000 $41,100,000 $35,100,000 Deferred............. 1,000,000 (3,000,000) (4,000,000) $63,600,000 $38,100,000 $31,100,000
Deferred federal income tax assets of approximately $77,000,000 in 1993 ($61,000,000 in 1992) relate primarily to differences between financial and tax reporting of inventories and accrued expenses. Deferred federal income tax liabilities of approximately $107,000,000 in 1993 ($90,000,000 in 1992) relate primarily to differences between financial and tax reporting of depreciation. Federal income taxes paid were $57,519,048 in 1993 ($40,823,089 in 1992 and $34,681,406 in 1991). 9. QUARTERLY INFORMATION (UNAUDITED): First Second Third Fourth Quarter Quarter Quarter Quarter 1993 Net sales........ $489,779,167 $564,932,555 $587,280,572 $611,746,017 Gross margin..... 56,071,455 73,213,345 81,083,279 77,522,756 Net earnings..... 21,744,595 30,417,452 34,807,128 36,540,432 Net earnings per share....... .25 .35 .40 .42 1992 Net sales........ $388,416,357 $389,143,772 $423,583,993 $418,090,754 Gross margin..... 42,813,920 46,853,222 53,557,975 58,633,414 Net earnings..... 16,219,704 17,431,112 20,427,088 25,147,799 Net earnings per share....... .19 .20 .24 .29
INDEPENDENT ACCOUNTANTS REPORT COOPERS & LYBRAND 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, 1993 and 1992, and the related consolidated statements of earnings, stockholders' equity and cash flows for each of the three years in the period ended December 31, 1993. 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, 1993 and 1992, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. (Signature of Coopers & Lybrand) Charlotte, North Carolina February 21, 1994 18 BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT BOARD OF DIRECTORS H. David Aycock FORMER PRESIDENT, NUCOR CORPORATION John D. Correnti PRESIDENT AND CHIEF OPERATING OFFICER, NUCOR CORPORATION James W. Cunningham FORMER VICE PRESIDENT, NUCOR CORPORATION EXECUTIVE MANAGEMENT EXECUTIVE OFFICES F. Kenneth Iverson CHAIRMAN AND CHIEF EXECUTIVE OFFICER Samuel Siegel VICE CHAIRMAN, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY John D. Correnti PRESIDENT AND CHIEF OPERATING OFFICER Terry S. Lisenby VICE PRESIDENT, CORPORATE CONTROLLER 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 Jerry V. DeMars VICE PRESIDENT, GENERAL MANAGER OF NUCOR FASTENER DIVISION, SAINT JOE, INDIANA Daniel R. DiMicco VICE PRESIDENT, GENERAL MANAGER OF NUCOR-YAMATO STEEL COMPANY, BLYTHEVILLE, ARKANSAS John A. Doherty VICE PRESIDENT, GENERAL MANAGER OF NUCOR STEEL DIVISION, NORFOLK, NEBRASKA Jeffrey P. Downing VICE PRESIDENT, GENERAL MANAGER OF NUCOR BEARING PRODUCTS, INC., WILSON, NORTH CAROLINA Ladd R. Hall VICE PRESIDENT, GENERAL MANAGER OF VULCRAFT DIVISON, BRIGHAM CITY, UTAH F. Kenneth Iverson CHAIRMAN AND CHIEF EXECUTIVE OFFICER, NUCOR CORPORATION Samuel Siegel VICE CHAIRMAN, CHIEF FINANCIAL OFFICER, TREASURER AND SECRETARY, NUCOR CORPORATION Richard N. Vandekieft FORMER VICE PRESIDENT, NUCOR CORPORATION Donald N. Holloway VICE PRESIDENT, GENERAL MANAGER OF VULCRAFT DIVISION, NORFOLK, NEBRASKA Kenneth H. Huff VICE PRESIDENT, GENERAL MANAGER OF VULCRAFT DIVISON, GRAPELAND, 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, HICKMAN, ARKANSAS D. Michael Parrish VICE PRESIDENT, GENERAL MANAGER OF NUCOR STEEL DIVISION, JEWETT, TEXAS 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 Douglas R. Schad GENERAL MANAGER OF NUCOR IRON CARBIDE, INC. TRINIDAD AND TOBAGO, WEST INDIES 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 2 - 11th Floor New York City TIME AND DATE -- 2:00 P.M., Thursday, May 12, 1994 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 STOCK PRICE AND DIVIDENDS PAID:
First Second Third Fourth Quarter Quarter Quarter Quarter 1993 Stock Price: High................ $47.50 $46.62 $54.12 $57.25 Low................. 38.00 40.50 39.50 47.38 Dividends Paid........ .035 .04 .04 .04 1992 Stock Price: High................ $25.25 $27.69 $27.88 $39.94 Low................. 20.94 21.25 24.19 24.25 Dividends Paid........ .03 .035 .035 .035
10-K AND 11-YEAR DATA Copies of (1) Form 10-K for 1993 filed with the Securities and Exchange Commission, and (2) various financial and statistical data for the years 1983 to 1993, 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 PROXY STATEMENT AND NOTICE OF 1994 ANNUAL MEETING OF STOCKHOLDERS ANNUAL MEETING The 1994 annual meeting of stockholders of Nucor Corporation will be held in Room 2 on the 11th Floor of Chemical Banking Corporation, 270 Park Avenue (between 47th and 48th Streets), New York City, at 2:00 p.m. on Thursday, May 12, 1994, to elect two directors for three years and until their successors are elected and qualified, and to conduct such other business as may properly come before the meeting. Stockholders of record at the close of business on March 14, 1994, 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, Treasurer and Secretary March 25, 1994 PLEASE VOTE, 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 1994 annual meeting of stockholders to be held on Thursday, May 12, 1994, 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 brokerage firms and other custodians, nominees, and fiduciaries, to send proxy material to their principals, the cost of which will be paid by Nucor. The total number of outstanding shares of common stock as of February 28, 1994, was 87,112,673. Only stockholders of record at the close of business on March 14, 1994 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. 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, 1994, State Farm Mutual Automobile Insurance Company and related entities beneficially owned, with voting and investment power, 6,909,200 shares (7.93%) of the outstanding common stock of Nucor. The 1993 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 1995 annual meeting of stockholders must be received by Nucor not later than November 25, 1994. 1 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 1994, and therefore two places on the Board are to be filled at the 1994 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 1997. They have agreed to serve as directors if elected. If they should become unable to serve, it is intended that the enclosed proxy will be voted for the election of such other persons, if any, as the Board of Directors may designate. The following table sets forth certain information about all of the directors, as of February 28, 1994:
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 (63) Former President and Chief Operating Officer of Nucor; 1971 1994 717,701 (0.82%) Director, Bowater Incorporated John D. Correnti (46) President and Chief Operating Officer of Nucor 1992 1995 44,289 (0.05%) James W. Cunningham (73) Former Vice President of Nucor 1991 1996 458,964 (0.53%) F. Kenneth Iverson (68) Chairman and Chief Executive Officer of Nucor; 1965 1996 834,422 (0.96%) Director, Wal-Mart Stores, Inc., and The Wachovia Corporation Samuel Siegel (63) Vice Chairman, Chief Financial Officer, 1968 1994 562,694 (0.65%) Treasurer and Secretary of Nucor Richard N. Vandekieft Former Vice President of Nucor; 1978 1995 18,200 (0.02%) (79) Director, Douglas & Lomason Company All 22 directors and senior officers as a group (including those named above) 3,584,652 (4.11%)
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, 13,724; Mr. Iverson, 17,766; Mr. Siegel, 21,412; all directors and senior officers as a group (including those named above), 221,158. The above-named persons had sole voting and investment power (and shared voting and investment power) over shares beneficially owned, as follows: Mr. Aycock, 585,401 (132,300); Mr. Correnti, 44,289 (none); Mr. Cunningham, none (458,964); Mr. Iverson, 718,494 (115,928); Mr. Siegel, 500,413 (62,281); Mr. Vandekieft, 18,200 (none); all directors and senior officers as a group (including those named above), 2,839,451 (850,201). The Board of Directors of Nucor had six meetings during 1993. 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. Vandekieft. The Audit Committee held two meetings during 1993. 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 $3,000 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 four other highest-compensated senior officers whose cash compensation exceeded $100,000 for 1993:
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 (68) Chairman, 1993 $275,000 $372,865 $276,183 3,856 Chief 1992 266,200 147,280 109,020 6,394 Executive 1991 256,000 64,491 47,726 7,516 Officer 1990 236,795 165,519 122,574 10,148 1989 220,000 61,926 45,850 10,952 Samuel Siegel (63) Vice Chairman, 1993 207,000 280,666 207,866 2,894 Chief Financial 1992 200,000 110,654 81,902 4,798 Officer (since 1991), 1991 192,400 48,469 35,839 4,996 Executive Vice President, 1990 175,553 122,712 90,892 5,888 Chief Financial Officer 1989 158,000 44,474 32,897 6,352 previously John D. Correnti (46) President, 1993 204,000 276,598 204,845 2,572 Chief Operating 1992 195,000 107,887 79,864 4,264 Officer (since 1991), 1991 159,682 40,227 29,762 4,384 Vice President 1990 121,726 85,087 62,992 5,076 previously 1989 105,000 29,556 21,871 5,476 Larry A. Roos (52) Vice President 1993 146,012 197,974 146,598 1,929 1992 136,600 75,576 55,960 3,198 1991 131,400 33,102 24,489 3,760 1990 118,381 82,748 61,256 5,076 1989 102,000 28,711 21,208 5,476 John A. Doherty (72) Vice President 1993 141,000 191,178 141,563 1,929 1992 136,600 75,576 55,960 3,198 1991 131,400 33,102 24,489 3,760 1990 121,897 85,206 63,054 5,076 1989 113,000 31,808 23,558 5,476
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 5% for 1994 and 1993) of each year's pre-tax earnings (as defined) in excess of an earnings base ($92,000,000 for 1994 and $80,000,000 for 1993) 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 fourteen times, from $500,000 to the present $92,000,000. Pursuant to the Senior Officers Incentive Stock Plan, the above-named persons held shares of stock, which have been issued during the 28 years since the 1966 effective inception of the Stock Plan, and which were restricted as to transfer at December 31, 1993 (with value as defined by the rules of the Securities and Exchange Commission) as follows: Mr. Iverson, 408,254 ($21,637,462); Mr. Siegel, 222,252 ($11,779,356); Mr. Correnti, 29,772 ($1,577,916); Mr. Roos, 28,532 ($1,512,196); Mr. Doherty, 174,184 ($9,231,752). 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 1993: STOCK OPTION GRANTS IN 1993 (NOTE)
POTENTIAL REALIZABLE VALUE STOCK OPTIONS GRANTED IN 1993 OF STOCK OPTIONS GRANTED IN 1993 NUMBER PERCENT OF TOTAL 5% ANNUAL OF GRANTED TO EXERCISE EXPIRATION STOCK PRICE NAME SHARES ALL EMPLOYEES PRICE DATE APPRECIATION F. Kenneth Iverson 1,982 1.4% $42.96 February 28, 1998 $ 23,524 1,874 1.4% 45.44 August 31, 1998 23,525 Samuel Siegel 1,488 1.1% 42.96 February 28, 1998 17,661 1,406 1.0% 45.44 August 31, 1998 17,650 John D. Correnti 1,322 1.0% 42.96 February 28, 1998 15,691 1,250 0.9% 45.44 August 31, 1998 15,691 Larry A. Roos 992 0.7% 42.96 February 28, 1998 11,774 937 0.7% 45.44 August 31, 1998 11,762 John A. Doherty 992 0.7% 42.96 February 28, 1998 11,774 937 0.7% 45.44 August 31, 1998 11,762 10% ANNUAL STOCK PRICE NAME APPRECIATION F. Kenneth Iverson $ 51,983 51,983 Samuel Siegel 39,027 39,001 John D. Correnti 34,673 34,674 Larry A. Roos 26,018 25,992 John A. Doherty 26,018 25,992
NOTE 121 key employees, including senior officers, participate in Nucor's Incentive Stock Option Plans, pursuant to which stock options are granted at 100% of the market value on the date of grant. During 1993, key employees, other than the above-named senior officers, were granted stock options for 125,697 shares (90% of the total stock options granted to all employees), at the same exercise prices and expiration dates as the above-named senior officers. The potential realizable value of stock options granted to these other key employees was $1,533,442 at 5% annual stock price appreciation and $3,388,507 at 10% annual stock price appreciation. STOCK OPTION EXERCISES IN 1993 AND YEAR-END 1993 STOCK OPTION DATA (NOTE)
VALUE OF UNEXERCISED IN-THE-MONEY STOCK NUMBER OF UNEXERCISED OPTIONS STOCK OPTIONS AT YEAR-END STOCK OPTIONS EXERCISED IN 1993 AT YEAR-END 1993 1993 NAME SHARES ACQUIRED VALUE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE F. Kenneth Iverson 21,100 $627,718 15,892 1,874 $ 444,882 Samuel Siegel None None 20,006 1,406 645,091 John D. Correnti None None 12,474 1,250 371,250 Larry A. Roos None None 15,470 937 509,256 John A. Doherty 6,580 210,347 18,502 937 632,696 NAME UNEXERCISABLE F. Kenneth Iverson $14,175 Samuel Siegel 10,635 John D. Correnti 9,455 Larry A. Roos 7,087 John A. Doherty 7,087
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 1993, key employees, other than the above-named senior officers, acquired 261,114 shares on exercise of stock options, with a value realized of $7,823,612. At year-end 1993, these other key employees had 547,626 unexercised stock options, 487,374 of which were exercisable and 60,252 were unexercisable. At year-end 1993, these other key employees had unexercised in-the-money stock options, with a value of $15,059,864 for exercisable stock options and a value of $455,746 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. The 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. The Board of Directors then sets the base salaries of Nucor's chief executive officer and senior officers at substantially below the median for comparable positions in such other manufacturing companies. The 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 fourteen times, from $500,000 to the present $92,000,000. All of Nucor's 121 key employees, including senior officers, participate in Nucor's Incentive Stock Option Plans. Under these Incentive Stock Option Plans, stock options are granted at 100% of the market value on the date of grant. Stock option grants to Nucor's chief executive officer and senior officers are substantially below the median for comparable positions in manufacturing companies with sales comparable to Nucor. The dollar amount of options granted is established by the Board of Directors for the various positions held by key employees. These Incentive Stock Option Plans provide additional 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 25 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 10,000%; Nucor's net earnings have increased 195,000%; Nucor's stockholders' equity has increased 118,000%; and the total market value of Nucor's common stock has increased 30,000%. Nucor's entire Board of Directors, which performed the functions of determining senior officers compensation and rendering this report, consisted of the following: H. David Aycock, John D. Correnti, James W. Cunningham, F. Kenneth Iverson, Samuel Siegel, and Richard N. Vandekieft. STOCK PERFORMANCE GRAPH (Stock Performance Graph This graphic comparison assumes appears here--see the investment of $100 in Nucor appendix) Common Stock, $100 in the S&P 500 Index, and $100 in the S&P Steel Group Index, all at year-end 1988. The resulting cumulative total return assumes that cash dividends were reinvested. Nucor Common Stock comprised 35% of the S&P Steel Group Index at year-end 1993 (17% at year-end 1988). 5 OTHER MATTERS The 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. 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 and Chief Executive Officer March 25, 1994 PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. 6 P R O X Y NUCOR CORPORATION -- PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS for 1994 annual meeting of stockholders, to be held at 2:00 P.M. on Thursday, May 12, 1994, in Room 2 on the 11th Floor of Chemical Banking Corporation, 270 Park Avenue (between 47th and 48th Streets), New York City. F. Kenneth Iverson and Samuel Siegel, and either of them, with power of substitution, are appointed proxies to vote all shares of the undersigned at the 1994 annual meeting of stockholders, and any adjournment, on the following proposal, as set forth in the proxy statement, and upon such other matters as may properly come before the meeting: For [ ] no 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).
The Board of Directors recommends a vote for the proposal. THIS PROXY WILL BE VOTED FOR EACH PROPOSAL UNLESS OTHERWISE INDICATED. DATED ,1994 SIGNED PLEASE SIGN YOUR NAME EXACTLY AS PRINTED. INSURE YOUR REPRESENTATION AT THE MEETING. VOTE, SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. -----END PRIVACY-ENHANCED MESSAGE-----