-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UzJDiJS8ibc3Do4v4k0CSTQle9Hbh4GoOiMGr/Km8kQeIcCqAS1Ny0h5yhDDZAqP 6xm4OCNNAAvQ5+f5o9B/Tg== 0000950168-99-000808.txt : 19990325 0000950168-99-000808.hdr.sgml : 19990325 ACCESSION NUMBER: 0000950168-99-000808 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUCOR CORP CENTRAL INDEX KEY: 0000073309 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 131860817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 001-04119 FILM NUMBER: 99571239 BUSINESS ADDRESS: STREET 1: 2100 REXFORD RD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043667000 MAIL ADDRESS: STREET 1: 2100 REXFORD ROAD CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR CORP OF AMERICA INC DATE OF NAME CHANGE: 19680911 FORMER COMPANY: FORMER CONFORMED NAME: AZTEC MECHANICAL CONTRACTORS INC DATE OF NAME CHANGE: 19660629 10-K405 1 NUCOR CORPORATION 10-K405 1998 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, 1998 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 $3,789,516,564 at February 28, 1999. 87,269,906 Shares of common stock were outstanding at February 28, 1999. Documents incorporated by reference include: Portions of 1998 annual report (Parts I, II, III and IV), and proxy statement for 1999 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 1998, 1997 and 1996. Nucor reports in one segment. 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 1998, about 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 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. During 1998, imports of steel increased significantly, much of it at dumping prices. 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 that 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 $710,000,000 at December 31, 1998, and about $1,070,000,000 at December 31, 1997 (all of which are normally filled within one year). Nucor is highly decentralized and has 25 employees in its executive offices. All of Nucor's 7,200 employees are engaged in its steel products business. Additional information on Nucor's business is incorporated by reference to Nucor's 1998 annual report, pages 5, 8, 9, 10, 11 and 12. - 2- Item 2. Properties Principal operating facilities are as follows:
Approximate square footage Principal Location of facilities products -------- ------------- -------- Blytheville-Hickman, Arkansas 3,380,000 Steel shapes, flat-rolled steel Norfolk-Stanton, Nebraska 2,340,000 Steel shapes, joists, deck Brigham City-Plymouth, Utah 1,910,000 Steel shapes, joists Darlington-Florence, South Carolina 1,610,000 Steel shapes, joists, deck Grapeland-Jewett, Texas 1,500,000 Steel shapes, joists, deck Crawfordsville, Indiana 1,410,000 Flat-rolled steel Berkeley, South Carolina 1,900,000 Steel shapes, flat-rolled steel
Additional operating facilities are located in Fort Payne, Alabama, Conway, Arkansas, Saint Joe and Waterloo, Indiana, Wilson, North Carolina, and Swansea, South Carolina, all engaged in the manufacture of steel products. During 1998, the average utilization rate of all operating facilities was approximately 80% 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, 1998. 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 1998 annual report, pages 19 and 13, 13, and 12, respectively. Item 7A. Quantitative and Qualitative Disclosures about Market Risk None. Item 8. Financial Statements and Supplementary Data Incorporated by reference to Nucor Corporation's 1998 annual report, pages 14 to 18. 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 1999 annual stockholders' meeting, and page 19 of Nucor Corporation's 1998 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: Consolidated balance sheets........................ (Incorporated ) Consolidated statements of earnings................ (by reference ) Consolidated statements of stockholders' equity.... (to Nucor ) Consolidated statements of cash flows.............. (Corporation's 1998 ) Notes to consolidated financial statements......... (annual report, ) Independent accountants report..................... (pages 14 to 18 ) Financial Statement Schedules: All schedules are omitted because they are not required, not applicable, or the information is furnished in the consolidated financial statements or notes. Exhibits: 3 - Restated Certificate of Incorporation (incorporated by reference to Form 10-K for year ended December 31, 1990) 3(i) - Certificate of amendment dated May 14, 1992, to Restated Certificate of Incorporation (incorporated by reference to Form 10-K for year ended December 31, 1992) 3(ii) - By-Laws as amended January 1, 1996 (incorporated by reference to form 10-K for year ended December 31, 1996) 3(iii) - Certificate of amendment dated May 14, 1998, to Restated Certificate of Incorporation 11 - Computation of net earnings per share 13 - 1998 annual report (portions incorporated by reference) 21 - Subsidiaries 22 - Proxy statement for 1999 annual stockholders' meeting 23 - Independent accountants consent 24 - Powers of attorney 27 - Financial data schedule Reports on Form 8-K: None filed during the quarter ended December 31, 1998. - 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 /s/ H. David Aycock * PETER C. BROWNING ----------------------------------- ---------------------------------- H. David Aycock Peter C. Browning Chairman Director /s/ H. David Aycock * HARVEY B. GANTT -------------------------------------- ---------------------------------- H. David Aycock Harvey B. Gantt Chairman and Director Director /s/ John D. Correnti * VICTORIA F. HAYNES -------------------------------------- ---------------------------------- John D. Correnti Victoria F. Haynes Vice Chairman, President, Director Chief Executive Officer and Director /s/ Samuel Siegel * JAMES D. HLAVACEK -------------------------------------- ---------------------------------- Samuel Siegel James D. Hlavacek Vice Chairman, Director Chief Financial Officer, Treasurer, Secretary and Director /s/ Terry S. Lisenby *BY /s/ SAMUEL SIEGEL -------------------------------------- ---------------------------------- Terry S. Lisenby Samuel Siegel Vice President and Attorney-in-fact Corporate Controller Dated: March 24, 1999 - 5 - EX-3.(III) 2 EXHIBIT 3(III) CERTIFICATE OF AMENDMENT TO RESTATED CERTIFICATE OF INCORPORATION OF NUCOR CORPORATION NUCOR CORPORATION, a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY: FIRST: That at a meeting of the Board of Directors of Nucor Corporation, resolutions were duly adopted setting forth a proposed amendment to the Restated Certificate of Incorporation of Nucor Corporation, declaring said Amendment to be advisable. The resolution setting forth said proposed Amendment is as follows: RESOLVED, that it is advisable and in the best interests of Nucor Corporation to amend its Restated Certificate of Incorporation by amending Section A of Article IV thereof, said new Section A to read as follows: "A. The total number of shares of Common Stock which the corporation shall have authority to issue is two hundred million (200,000,000) and the par value of each such share is forty cents ($.40), amounting in the aggregate to eighty million dollars ($80,000,000). The total number of shares of Preferred Stock which the corporation shall have the authority to issue is two hundred fifty thousand (250,000) and the par value of each such share is four dollars ($4.00), amounting in the aggregate to one million dollars ($1,000,000)." SECOND: That thereafter the Board of Directors directed that said Amendment be considered at the next annual meeting of stockholders, which was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of said Amendment. THIRD: That said Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware. FOURTH: That the capital of Nucor Corporation will not be reduced under or by reason of said Amendment. IN WITNESS WHEREOF, said NUCOR CORPORATION has caused this certificate to be signed by Samuel Siegel, Vice Chairman of its Board of Directors, and attested by Terry S. Lisenby, its Assistant Secretary, this 14th day of May, 1998. NUCOR CORPORATION [NUCOR CORPORATE SEAL APPEARS HERE] By /s/ Samuel Siegel --------------------------------------- (Corporate Seal) Samuel Siegel Vice Chairman of the Board of Directors ATTEST /s/ Terry S. Lisenby - ------------------------------------- Terry S. Lisenby, Assistant Secretary EX-11 3 EXHIBIT 11 EXHIBIT 11 - COMPUTATION OF NET EARNINGS PER SHARE
YEAR ENDED DECEMBER 31, 1998 1997 1996 ------------ ------------ ------------- BASIC: Basic net earnings......................... $263,708,596 $294,482,440 $248,168,948 ============ ============ ============ Average shares outstanding................. 87,861,501 87,872,485 87,685,750 ========== ========== ========== Basic net earnings per share............... $3.0014 $3.3512 $2.8302 ======= ======= ======= DILUTED: Diluted net earnings....................... $263,708,596 $294,482,440 $248,168,948 ============ ============ ============ Diluted average shares outstanding: Basic shares outstanding................. 87,861,501 87,872,485 87,685,750 Dilutive effect of employee stock options 16,693 49,832 94,951 ---------- ---------- ---------- 87,878,194 87,922,317 87,780,701 ========== ========== ========== Diluted net earnings per share............. $3.0008 $3.3493 $2.8271 ======= ======= =======
EX-13 4 EXHIBIT 13 Business Review Nucor Corporation's business is the manufacture of steel products. During the last five years, the sales of Nucor have increased 84%, from $2,254,000,000 in 1993 to $4,151,000,000 in 1998. All of this growth has been internally generated. Nucor Steel Nucor-Yamato Steel Company Nucor Corporation operates scrap-based steel mills in eight locations. These mills utilize modern steelmaking techniques and produce steel at a cost competitive with steel manufactured anywhere in the world. Production in 1998 was 9,642,000 tons, slightly less than the 9,724,000 tons in 1997. Annual production capacity has grown from 120,000 tons in 1970 to a present total of over 12,000,000 tons. Steel sales to outside customers in 1998 were 8,162,000 tons, 3% less than the 8,435,000 tons in 1997. This represented about 85% of the eight mills' production; the balance was used by the Vulcraft, Nucor Cold Finish, Nucor Grinding Balls, Nucor Fastener, and Nucor Building Systems operations. Vulcraft Vulcraft is the nation's largest producer of steel joists and joist girders. These products are produced and marketed nationally through six Vulcraft facilities. Steel joists and joist girders are part of support systems used extensively in industrial, commercial and institutional buildings and, to a lesser extent, in high-rise office buildings, apartment buildings and single-family dwellings. In 1998, Vulcraft produced 600,000 tons of steel joists and joist girders, 6% more than the 568,000 tons in 1997. Current annual production capacity is more than 675,000 tons. The Vulcraft facilities in South Carolina, Nebraska, Alabama, Texas and Indiana also produce steel deck. This product is used extensively for floor and roof systems. In 1998, Vulcraft's steel deck sales were 342,000 tons, a 19% increase from 1997's 287,000 tons. Sales of steel joists, joist girders and steel deck are dependent on the non-residential building construction market. Nucor Cold Finish Nucor Cold Finish has facilities in Nebraska, South Carolina and Utah. These facilities produce cold finished steel bars used extensively for shafting and machined precision parts. The expanded facility in Nebraska also produces turned, ground and polished steel bars. Sales in 1998 were 261,000 tons, a slight increase from 1997's 256,000 tons. Nucor Grinding Balls Nucor Grinding Balls produces steel grinding balls in Utah for the mining industry, and accounts for a small percentage of Nucor Corporation's sales. Nucor Fastener Nucor Fastener's state-of-the-art steel bolt-making facility in Indiana has an annual capacity of close to 75,000 tons. An additional new 40,000 tons-per-year fastener facility in Arkansas began operations late in 1995. Nucor Bearing Products This North Carolina facility produces steel bearings and machined steel parts, and accounts for a small percentage of Nucor Corporation's sales. Nucor Building Systems Nucor Building Systems has a modern facility to produce metal buildings and components in Indiana. Late in the fourth quarter of 1996, operations began at an additional new facility in South Carolina. Finances Capital expenditures are primarily for new facilities and expansion of existing facilities. These expenditures were $502,900,000 in 1998 and are anticipated to be over $425,000,000 in 1999. Funds are provided from operations and new long-term debt. In 1998 the ratio of long-term debt to total capital (long-term debt plus minority interests plus stockholders' equity) was 8%, compared with 7% in 1997. 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 $3.00 per share in 1998 decreased 10% from $3.35 per share in 1997. Earnings were 13% of average equity in 1998, compared with 17% in 1997. 5 Nucor Steel Divisions Darlington, South Carolina Norfolk, Nebraska Jewett, Texas Plymouth, Utah Crawfordsville, Indiana Hickman, Arkansas Berkeley, South Carolina The manufacture of steel is a major area of operations for Nucor Corporation. Nucor Steel produces bars, angles, light structural, sheet, and special steel products. In addition to selling steel on the open market, these steel mills assure an economical supply of steel for the Vulcraft, Nucor Cold Finish, Nucor Grinding Balls, Nucor Fastener, and Nucor Building Systems operations. Nucor-Yamato Steel Company Blytheville, Arkansas Nucor-Yamato Steel Company produces wide-flange steel beams, pilings and heavy structural steel products. Operations There are four Nucor Steel mills that produce bar and light structural carbon and alloy steels. Nucor Steel's three newest mills produce sheet steel. In addition, the mill in Berkeley, South Carolina produces steel beams. All seven mills are among the most modern and efficient mills in the United States. Steel scrap is melted in electric arc furnaces and poured into continuous casting systems. Highly sophisticated rolling mills convert the billets and slabs into angles, rounds, channels, flats, sheet, beams 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 lower than the capital cost generally 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 capital cost of all four bar mills averaged less than $165 per ton of current annual capacity. The three Nucor Steel sheet mills were constructed between 1989 and 1996. The total cost of these new sheet mills averaged about $295 per ton of current annual capacity. Total capacity of the four bar mills exceeds three million tons per year. All Nucor Steel mills have high productivity, which results in employment costs less than 10% of the sales dollar. This is lower than the employment costs of integrated steel companies producing comparable products. Employee turnover in all mills is extremely low. All employees have a significant part of their compensation based on their productivity. Production employees work under group incentives which provide increased earnings for increased production. This additional compensation is paid weekly. Steel mills are large consumers of electricity and gas. However, because of the high efficiency of Nucor Steel mills, these energy costs were less than 10% of the sales dollar in 1998. Scrap and scrap substitutes are the most significant element in the total cost of steel. Their average cost in 1998 was comparable to the $145 per gross ton in 1997. Markets About 80% of the seven mills' production in 1998 was sold to outside customers and the balance was used internally by the steel joist, steel deck, cold finish, grinding ball, fastener, and building systems operations. In recent years, Nucor Steel's product line has been broadened to include a wider range of chemistries and sizes of coiled sheet, angles, straight-length and coiled rounds, channels, flats, forging billets and special small shapes. These steel products have wide usage, including pipe, farm equipment, oil and gas equipment, mobile homes, transmission towers, bed frames, hand tools, automotive parts, highway signs, building construction, machinery and industrial equipment. Nucor Steel's customers are primarily manufacturers and steel service centers. 8 Marketing Nucor Steel uses a simpler highly competitive pricing system than the complicated pricing structure traditional in the steel industry. All customers in a region are charged the same published price. This allows customers to maintain the lowest practical inventory. Newer Facilities and Expansions In 1989, Nucor Steel completed construction and started operation of a new steel mill to produce hot and cold rolled sheet steel products near Crawfordsville, Indiana. This facility utilizes a thin slab caster, and has a lower capital cost than integrated steel mills producing these products. In 1992, Nucor Steel completed construction and started operation of a second new sheet mill to produce hot rolled sheet steel products near Hickman, Arkansas. In 1994, Nucor Steel completed construction and started operations of expansions at both the Crawfordsville and Hickman sheet steel mills. These expansions included additional casters and new reheat furnaces at both facilities. In 1996, Nucor Steel completed construction and started operations of a third new sheet mill to produce 1,800,000 tons-per-year of hot rolled and cold rolled sheet steel in Berkeley County, South Carolina. This new mill and expansions at the other mills increased total sheet steel capacity to more than 5,800,000 tons per year. Construction is substantially complete, and start-up has begun, at a major addition to Nucor's Hickman, Arkansas steel sheet mill. This addition includes an 800,000 tons-per-year cold rolling facility; a 500,000 tons-per-year galvanizing facility; and associated pickling, oiling, and annealing facilities. Construction is also substantially complete, and start-up has begun, at Nucor's new 500,000 tons-per-year steel beam mill in Berkeley County, South Carolina. 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 2,400,000 tons. In 1998, Nucor-Yamato Steel shipped over 2,200,000 tons of finished and semi-finished steel products. Outlook for the Future The manufacture of steel will continue to be a key factor in Nucor Corporation's future performance. Total steel production is anticipated to increase significantly over the next several years from 1998's 9,642,000 tons. Nucor Corporation anticipates additional steel mill expansions and the construction of additional steel mills, which could increase annual capacity to more than 13,000,000 tons in the next several years. Nucor Corporation expects to continue to generate above-average earnings from its steelmaking operations in the future. 9 Vulcraft Divisions Florence, South Carolina Norfolk, Nebraska Fort Payne, Alabama Grapeland, Texas Saint Joe, Indiana Brigham City, Utah Vulcraft produces steel joists, joist girders, and steel deck for building construction. This is a major area of operations for Nucor Corporation. Operations There are six Vulcraft operations with total joist and joist girder production capacity in excess of 650,000 tons per year. The production of joists by Vulcraft in 1998 was 600,000 tons, an increase from 1997's 568,000 tons. Materials, primarily steel, were about 45% of the joist sales dollar in 1998. Vulcraft obtained more than 95% of its steel requirements from Nucor Steel. For 1998, freight costs for joists and joist girders were less than 10% of the sales dollar. Vulcraft maintains an extensive fleet of trucks to ensure 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 five Vulcraft operations in South Carolina, Nebraska, Alabama, Texas, and Indiana. Total deck production capacity for these facilities is more than 375,000 tons per year. In 1997, construction was completed on a new 50,000 tons-per-year steel deck facility in Fort Payne, Alabama; operations began in the second quarter of 1997. Coiled sheet steel was about 60% of the steel deck sales dollar in 1998. 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 1998, Vulcraft supplied more than an estimated 40% of total domestic sales of these products. Steel deck is used extensively in floors and roofs. Steel deck is specified in the vast majority of buildings using steel joists and joist girders. Vulcraft steel deck sales increased to 342,000 tons in 1998 from 287,000 tons in 1997. Outlook for the Future The increased level of construction in recent years 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 10%. 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 350,000 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 ensure 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. 1998 sales of cold finished steel products were 261,000 tons, a slight increase from 1997's 256,000 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 eighteen 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 more than 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 Wilson, North Carolina Nucor Bearing Products produces steel bearing components in heat-treated, fully machined, or as-forged condition. The facility uses just-in-time production methods to support low inventory levels and short lead times to meet customers' delivery requirements. Quality control systems consistent with QS-9000 are implemented to assure customers of continuous improvement and high quality products. Products manufactured have a wide variety of applications, including automotive, office equipment, electric motors, farm equipment and materials handling equipment. All of Nucor Bearing Products sales are to the larger industrial companies in the United States. Nucor Bearing Products serves industry's growing need to source high volume bearing components from outside vendors. In 1998, Nucor Bearing Products completed construction on an expansion that increased capacity by more than 250%. 11 Nucor Building Systems Divisions Waterloo, Indiana Swansea, South Carolina Nucor Building Systems produces pre-engineered metal building systems and has an annual capacity of more than 105,000 tons. The size of the buildings that can be produced ranges from less than 500 square feet to more than 1,000,000 square feet. The buildings are sold through a builder distribution network in order to provide fast-track, customized solutions for building owners. Building systems sales in 1998 were 70,000 tons, 32% more than the 53,000 tons in 1997. 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 Substantially all of the decrease in 1998 sales resulted from decreased sales prices. The increases in 1997 and 1996 sales resulted primarily from increased volume. The major component of cost of products sold is raw material costs. The average price of raw materials was substantially unchanged in 1998, 1997 and 1996. The major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs increased slightly in 1998, decreased slightly in 1997, and increased by about 5% in 1996. Profit sharing costs decreased by about 15% in 1998, increased by about 30% in 1997, and decreased by about 25% in 1996. Profit sharing costs are based upon and fluctuate with pre-tax earnings. Interest income, net of interest expense, increased in 1998 due to an increase in income from short-term investments. The 1997 decrease resulted from increased borrowings. The 1996 decrease resulted from decreased average investments. The decrease in 1998 earnings resulted primarily from decreased margins and increased pre-operating and start-up costs of new facilities. The increase in 1997 earnings resulted primarily from increased sales due to increased volume. The decrease in 1996 earnings resulted primarily from increased pre-operating and start-up costs of new facilities. Liquidity and Capital Resources In 1998, working capital increased 7% to $643 million, due primarily to increased cash provided by operating activities. The current ratio was 2.3 in 1998, 2.1 in 1997, and 1.8 in 1996. The increase in 1998 inventories was due primarily to an increase in quantities of work-in-process and finished goods. The increase in 1997 and 1996 inventories was mainly due to increased prices and increased production levels. Capital expenditures were $503 million in 1998, $307 million in 1997, and $537 million in 1996. Capital expenditures are currently projected to be over $425 million in 1999. 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 $47 million in 1998, $15 million in 1997, and $46 million in 1996. Unused long-term credit facilities total $248 million at the end of 1998. The percentage of long-term debt to total capital was 8% in 1998, 7% in 1997, and 8% in 1996. In January 1999, Nucor issued $175 million of 6% notes due in 2009. Year 2000 (Y2K) Nucor has implemented a readiness program designed to have all significant business and manufacturing systems functioning properly with respect to the Y2K issue. Affected systems are being replaced or remediated, with testing performed concurrently. Nucor is also reviewing the progress of significant vendors and customers in addressing this issue. Failure by Nucor or its vendors and customers to make material corrections could result, in some circumstances, in an interruption of normal business operations. 12 - Six-Year Financial Review 1998 1997 1996 For the Year Net sales ........................... $4,151,232,283 $4,184,497,854 $3,647,030,387 Costs and expenses: Cost of products sold .............. 3,591,782,838 3,578,941,039 3,139,157,919 Marketing, administrative and other expenses ................ 147,973,101 145,409,693 120,387,357 Interest expense (income) .......... (3,832,252) (35,318) (283,837) -------------- -------------- -------------- 3,735,923,687 3,724,315,414 3,259,261,439 Earnings before federal income taxes ............... 415,308,596 460,182,440 387,768,948 Federal income taxes ................ 151,600,000 165,700,000 139,600,000 -------------- -------------- -------------- Net earnings ........................ 263,708,596 294,482,440 248,168,948 Net earnings per share .............. 3.00 3.35 2.83 Dividends declared per share ........ .48 .40 .32 Percentage of earnings to sales ..... 6.4% 7.0% 6.8% Return on average equity ............ 13.4% 16.9% 16.6% Capital expenditures ................ 502,910,263 306,749,422 537,438,406 Depreciation ........................ 253,118,608 218,764,101 182,232,851 Sales per employee .................. 591,596 622,554 572,038 At Year End Current assets ...................... $1,129,467,383 $1,125,508,464 $ 828,380,585 Current liabilities ................. 486,897,157 524,453,610 465,652,755 -------------- -------------- -------------- Working capital ..................... 642,570,226 601,054,854 362,727,830 Current ratio ...................... 2.3 2.1 1.8 Property, plant and equipment ....... 2,097,078,473 1,858,874,894 1,791,152,821 Total assets ........................ 3,226,545,856 2,984,383,358 2,619,533,406 Long-term debt ...................... 215,450,000 167,950,000 152,600,000 Percentage of debt to capital ...... 8.4% 7.2% 7.5% Stockholders' equity ................ 2,072,551,781 1,876,425,866 1,609,290,193 Per share .......................... 23.73 21.32 18.33 Shares outstanding .................. 87,352,906 87,996,583 87,795,947 Stockholders ........................ 62,000 50,000 39,000 Employees ........................... 7,200 6,900 6,600
Six-Year Financial Review 1995 1994 1993 For the Year 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) .......... (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 ................ 157,800,000 130,300,000 63,600,000 -------------- --------------- --------------- Net earnings ........................ 274,534,505 226,632,844 123,509,607 Net earnings per share .............. 3.14 2.60 1.42 Dividends declared per share ........ .28 .18 .16 Percentage of earnings to sales ..... 7.9% 7.6% 5.5% Return on average equity ............ 21.9% 22.4% 14.6% Capital expenditures ................ 263,421,786 185,324,442 364,160,462 Depreciation ........................ 173,887,657 157,652,083 122,265,448 Sales per employee .................. 570,353 502,507 384,105 At Year End Current assets ...................... $ 830,741,318 $ 638,701,397 $ 468,231,882 Current liabilities ................. 447,136,311 382,465,202 350,490,781 -------------- --------------- --------------- Working capital ..................... 383,605,007 256,236,195 117,741,101 Current ratio ...................... 1.9 1.7 1.3 Property, plant and equipment ....... 1,465,400,015 1,363,218,768 1,361,036,440 Total assets ........................ 2,296,141,333 2,001,920,165 1,829,268,322 Long-term debt ...................... 106,850,000 173,000,000 352,250,000 Percentage of debt to capital ...... 6.2% 11.8% 25.2% Stockholders' equity ................ 1,382,112,159 1,122,610,257 902,166,939 Per share .......................... 15.78 12.85 10.36 Shares outstanding .................. 87,598,517 87,333,313 87,073,478 Stockholders ........................ 39,000 38,000 33,000 Employees ........................... 6,200 5,900 5,900
13 Year Ended Consolidated Statements of Earnings December 31, 1998 1997 1996 Net sales ................................................. $4,151,232,283 $4,184,497,854 $3,647,030,387 -------------- -------------- -------------- Costs and expenses: Cost of products sold .................................... 3,591,782,838 3,578,941,039 3,139,157,919 Marketing, administrative and other expenses ............. 147,973,101 145,409,693 120,387,357 Interest expense (income) (Note 7) ....................... (3,832,252) (35,318) (283,837) -------------- -------------- -------------- 3,735,923,687 3,724,315,414 3,259,261,439 -------------- -------------- -------------- Earnings before federal income taxes ...................... 415,308,596 460,182,440 387,768,948 Federal income taxes (Note 8) ............................ 151,600,000 165,700,000 139,600,000 -------------- -------------- -------------- Net earnings .............................................. $ 263,708,596 $ 294,482,440 $ 248,168,948 ============= ============= ============== Net earnings per share (Note 6) .......................... $ 3.00 $ 3.35 $ 2.83 ============= ============= ==============
See notes to consolidated financial statements. Consolidated Statements of Stockholders' Equity Additional Paid-in Treasury Stock Common Stock Capital (at cost) Retained Shares Amount Earnings Shares Amount Balances, December 31, 1995 .......... 89,756,149 $35,902,460 $48,669,443 $1,315,844,041 2,157,632 $ 18,303,785 Net earnings in 1996 ................. 248,168,948 Employee stock options ............... 121,137 48,454 3,126,446 Employee stock compensation and service awards .................. 3,251,721 (76,293) (646,964) Cash dividends ($.32 per share)....... (28,064,499) ----------- ----------- ----------- -------------- ----------- ------------ Balances, December 31, 1996 .......... 89,877,286 35,950,914 55,047,610 1,535,948,490 2,081,339 17,656,821 Net earnings in 1997 ................. 294,482,440 Employee stock options ............... 109,822 43,929 3,355,047 Employee stock compensation and service awards .................. 3,638,631 (90,814) (770,103) Cash dividends ($.40 per share)....... (35,154,477) ----------- ----------- ----------- -------------- ----------- ------------ Balances, December 31, 1997 .......... 89,987,108 35,994,843 62,041,288 1,795,276,453 1,990,525 16,886,718 Net earnings in 1998 ................. 263,708,596 Employee stock options ............... 64,677 25,871 2,943,785 Employee stock compensation and service awards .................. 2,267,863 (81,346) (1,324,800) Treasury stock acquired .............. 789,700 32,016,119 Cash dividends ($.48 per share)....... (42,128,881) ----------- ----------- ----------- -------------- ----------- ------------ Balances, December 31, 1998 .......... 90,051,785 $36,020,714 $67,252,936 $2,016,856,168 2,698,879 $ 47,578,037 ========== =========== =========== ============== ========= ============
See notes to consolidated financial statements. 14 - Consolidated Balance Sheets December 31, 1998 1997 Assets Current assets: Cash and short-term investments ............................ $ 308,696,460 $ 283,381,137 Accounts receivable (Note 2) ............................... 299,244,794 386,352,612 Inventories (Note 3) ....................................... 435,884,838 397,048,379 Other current assets (Note 8) .............................. 85,641,291 58,726,336 --------------- --------------- Total current assets ...................................... 1,129,467,383 1,125,508,464 --------------- --------------- Property, plant and equipment (Note 4) ...................... 2,097,078,473 1,858,874,894 --------------- --------------- $3,226,545,856 $2,984,383,358 ============== ============== Liabilities and stockholders' equity Current liabilities: Accounts payable ........................................... $ 198,329,771 $ 260,268,115 Federal income taxes ....................................... 26,090,271 9,988,843 Salaries, wages and related accruals ....................... 113,619,322 110,730,654 Accrued expenses and other current liabilities ............. 148,857,793 143,465,998 --------------- --------------- Total current liabilities ................................. 486,897,157 524,453,610 --------------- --------------- Long-term debt due after one year (Note 5) .................. 215,450,000 167,950,000 --------------- --------------- Deferred credits and other liabilities (Note 8) ............. 169,250,449 139,361,449 --------------- --------------- Minority interests .......................................... 282,396,469 276,192,433 --------------- --------------- Stockholders' equity (Note 6): Common stock ............................................... 36,020,714 35,994,843 Additional paid-in capital ................................. 67,252,936 62,041,288 Retained earnings .......................................... 2,016,856,168 1,795,276,453 --------------- --------------- 2,120,129,818 1,893,312,584 Treasury stock ............................................. (47,578,037) (16,886,718) --------------- --------------- 2,072,551,781 1,876,425,866 --------------- --------------- $3,226,545,856 $2,984,383,358 ============== ============== See notes to consolidated financial statements.
15 Year Ended Consolidated Statements December 31, of Cash Flows 1998 1997 1996 Operating activities: Net earnings ..................................................... $ 263,708,596 $ 294,482,440 $ 248,168,948 Adjustments: Depreciation of plant and equipment ............................. 253,118,608 218,764,101 182,232,851 Deferred federal income taxes ................................... (1,000,000) (4,000,000) (8,000,000) Minority interests .............................................. 102,469,931 90,355,944 82,569,451 Changes in: Accounts receivable ............................................ 87,107,818 (93,714,694) (9,431,086) Inventories .................................................... (38,836,459) (11,249,489) (79,025,506) Accounts payable ............................................... (61,938,344) 35,898,172 9,807,373 Federal income taxes ........................................... 16,101,428 (296,986) (1,013,044) Other .......................................................... 21,167,751 47,086,715 25,302,461 --------------- --------------- --------------- Cash provided by operating activities ............................ 641,899,329 577,326,203 450,611,448 --------------- --------------- --------------- Investing activities: Capital expenditures ............................................. (502,910,263) (306,749,422) (537,438,406) Disposition of plant and equipment ............................... 2,924,833 770,406 1,594,442 --------------- --------------- --------------- Cash used in investing activities ................................ (499,985,430) (305,979,016) (535,843,964) --------------- --------------- --------------- Financing activities: Increase in long-term debt ....................................... 47,250,000 14,850,000 46,350,000 Issuance of common stock ......................................... 6,562,319 7,807,710 7,073,585 Distributions to minority interests .............................. (96,265,895) (79,869,868) (37,521,760) Cash dividends ................................................... (42,128,881) (35,154,477) (28,064,499) Acquisition of treasury stock .................................... (32,016,119) - - --------------- --------------- --------------- Cash used in financing activities ................................ (116,598,576) (92,366,635) (12,162,674) --------------- --------------- --------------- Increase (decrease) in cash and short-term investments ............ 25,315,323 178,980,552 (97,395,190) Cash and short-term investments - beginning of year ............... 283,381,137 104,400,585 201,795,775 --------------- --------------- --------------- Cash and short-term investments - end of year ..................... $ 308,696,460 $ 283,381,137 $ 104,400,585 ============== ============== ============== See notes to consolidated financial statements. 16
Notes to Consolidated Financial Statements Years Ended December 31, 1998, 1997, and 1996 1. Summary of Significant Accounting Policies: Nucor is a manufacturer of steel products, and reports in one segment. 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. Liabilities are recorded for the estimated costs of complying with various regulations and involvement in judicial and administrative proceedings, including matters related to contracts, torts, environment, taxes and insurance. Actual costs could differ from these estimates. 2. Accounts Receivable: Accounts receivable are stated net of the allowance for doubtful accounts of $16,275,198 in 1998 ($17,975,596 in 1997 and $14,601,574 in 1996). 3. Inventories: Inventories consist of approximately 50% raw materials and supplies, and 50% finished and semi-finished products in 1998 (60% and 40% in 1997). Inventories valued using the last-in, first-out (LIFO) method of accounting represent approximately 85% of total inventories in 1998 (90% in 1997). If the first-in, first-out (FIFO) method of accounting had been used, inventories would have been $5,120,960 higher in 1998 ($100,575,518 higher in 1997). Use of the lower of cost or market reduced inventories by $25,059,973 in 1998 (none in 1997). 4. Property, Plant and Equipment: December 31, 1998 1997 Land and improvements ................. $ 68,946,393 $ 64,925,947 Buildings and improvements ............ 313,508,450 268,343,415 Machinery and equipment ............... 2,937,690,089 2,514,340,253 Construction in process and equipment deposits .............. 77,622,926 109,083,505 -------------- -------------- 3,397,767,858 2,956,693,120 Less accumulated depreciation ......... 1,300,689,385 1,097,818,226 -------------- -------------- $2,097,078,473 $1,858,874,894 ============== ==============
The average annual depreciation rate was 8.3% in 1998 (8.1% in 1997 and 8.0% in 1996). 5. Long-Term Debt and Financing Arrangements: December 31, 1998 1997 Industrial revenue bonds, 3.5% to 8%, due from 2003 to 2031 ......... $215,450,000 $167,950,000 ============ ============
Seven banks are committed to lend Nucor a total of $248,000,000 (nothing has been borrowed), with borrowings, if any, repayable in 2003 ($20,000,000) and 2004 ($228,000,000). These commitments cannot be withdrawn unless there is non-compliance under the loan agreements. Annual aggregate long-term debt maturities are: none in 2000, 2001 and 2002; and $300,000 in 2003. In January 1999, Nucor issued $175,000,000 of 6% notes due in 2009. 6. Capital Stock: The par value of Nucor's common stock is $.40 per share and there are 200,000,000 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 1998, options were granted for 203,812 shares (153,205 in 1997 and 155,287 in 1996); and options for 99,182 shares (2,401 in 1997 and 2,832 in 1996) expired or were canceled. At December 31, 1998, options for 637,998 shares (598,045 in 1997 and 557,063 in 1996) were outstanding at an aggregate exercise price of $32,345,526 ($31,344,381 in 1997 and $26,460,148 in 1996); options for 525,203 shares (527,439 in 1997 and 474,086 in 1996) were exercisable; and 2,805,106 shares (3,000,000 in 1997 and 1,593,899 in 1996) 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 basic earnings per share of common stock are based on 87,861,501 average shares outstanding in 1998 (87,872,485 in 1997 and 87,685,750 in 1996). If all employee stock options were exercised, diluted earnings per share would not be materially different than basic earnings per share. 17 Notes to Consolidated Financial Statements (Continued) 7. Interest Expense (Income): Interest expense is stated net of interest income of $13,832,452 in 1998 ($9,317,247 in 1997 and $7,834,720 in 1996). Interest paid was $9,362,617 in 1998 ($8,730,817 in 1997 and $6,948,333 in 1996). 8. Federal Income Taxes: 1998 1997 1996 Currently payable ......... $152,600,000 $169,700,000 $147,600,000 Deferred .................. (1,000,000) (4,000,000) (8,000,000) ------------- ------------- ------------- $151,600,000 $165,700,000 $139,600,000 ============ ============ ============
Current deferred federal income tax assets of approximately $85,000,000 in 1998 ($58,000,000 in 1997) relate primarily to differences between financial and tax reporting of inventories and accrued expenses. Non-current deferred federal income tax liabilities of approximately $85,000,000 in 1998 ($59,000,000 in 1997) relate primarily to differences between financial and tax reporting of depreciation. Federal income taxes paid were $158,700,000 in 1998 ($175,900,000 in 1997 and $152,900,000 in 1996). 9. Quarterly Information (Unaudited): First Second Third Fourth 1998 Quarter Quarter Quarter Quarter Net sales ............ $1,138,862,155 $1,128,350,083 $1,010,961,380 $ 873,058,665 Gross margin ......... 139,356,182 152,045,575 141,508,686 126,539,002 Net earnings ......... 65,137,513 72,226,010 65,125,913 61,219,160 Net earnings per share .......... .74 .82 .74 .70 1997 Net sales ............ $1,010,489,815 $1,035,090,608 $1,101,620,966 $1,037,296,465 Gross margin ......... 136,400,144 152,849,975 165,371,473 150,935,223 Net earnings ......... 65,011,514 72,994,892 79,984,324 76,491,710 Net earnings per share .......... .74 .83 .91 .87
Independent Accountants Report PricewaterhouseCoopers LLP February 3, 1999 Stockholders and Board of Directors Nucor Corporation In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, stockholders' equity and cash flows present fairly, in all material respects, the financial position of Nucor Corporation and subsidiaries as of December 31, 1998 and 1997, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. 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 of these statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina 18 Board of Directors and Executive Management Board of Directors H. David Aycock Victoria F. Haynes Chairman, Chief Technical Officer, Nucor Corporation The B. F. Goodrich Company Peter C. Browning James D. Hlavacek President and Managing Director, Chief Executive Officer, Market Driven Management Sonoco Products Company Samuel Siegel John D. Correnti Vice Chairman, Vice Chairman, President Chief Financial Officer, and Chief Executive Officer, Treasurer and Secretary, Nucor Corporation Nucor Corporation Harvey B. Gantt Partner, Gantt Huberman Architects
Executive Management Executive Offices H. David Aycock Daniel R. DiMicco Chairman Vice President, General Manager of Nucor-Yamato Steel Company, Blytheville, Arkansas John D. Correnti Vice Chairman, President and Chief Executive Officer John J. Ferriola Vice President, General Manager of Samuel Siegel Nucor Steel Division, Vice Chairman, Chief Financial Officer, Crawfordsville, Indiana Treasurer and Secretary Ladd R. Hall D. Michael Parrish Vice President, General Manager of Executive Vice President - Nucor Steel Division, Steel Products Darlington, South Carolina Joseph A. Rutkowski Executive Vice President - Donald N. Holloway Steel Mills Vice President, General Manager of Vulcraft Division, Terry S. Lisenby Norfolk, Nebraska Vice President, Corporate Controller Kenneth H. Huff LeRoy C. Prichard Vice President, General Manager of Vice President, Steel Technologies Nucor Steel Division, Jewett, Texas Operations Douglas J. Jellison James R. Beard General Manager of General Manager of Nucor Bearing Products, Vulcraft Division, Wilson, North Carolina Brigham City, Utah Hamilton Lott, Jr. A. Jay Bowcutt Vice President, General Manager of Vice President, General Manager of Vulcraft Division, Nucor Steel Division, Florence, South Carolina Plymouth, Utah Harry R. Lowe James E. Campbell Vice President, General Manager of Vice President, General Manager of Nucor Building Systems Divisions, Vulcraft Division, Waterloo, Indiana and Fort Payne, Alabama Swansea, South Carolina David Chase General Manager of Rodney B. Mott Nucor Steel Division, Vice President, General Manager of Hickman, Arkansas Nucor Steel Division, Berkeley, South Carolina James R. Darsey Vice President, General Manager of James W. Ronner Vulcraft Division, Vice President, General Manager of Grapeland, Texas Vulcraft Division, Saint Joe, Indiana Giffin Daughtridge General Manager of R. Joseph Stratman Nucor Steel Division, Vice President, General Manager of Hertford, North Carolina Nucor Steel Division, Norfolk, Nebraska Jerry V. DeMars Vice President, General Manager of Nucor Fastener Divisions, Saint Joe, Indiana and Conway, Arkansas
Corporate and Stock Data Executive Offices Stock Transfers Dividend Disbursing 2100 Rexford Road Dividend Reinvestment Charlotte, North Carolina 28211 Phone 704/366-7000 Fax 704/362-4208 American Stock Transfer & Trust Company 40 Wall Street New York, New York 10005 Annual Meeting Phone 800/937-5449 Place - Fax 718/236-2641 Chase Manhattan Bank 270 Park Avenue (between 47th Stock Listing and 48th Streets) New York Stock Exchange Room C on 11th Floor Trading Symbol - NUE New York City Time and Date - 1:30 P.M., Thursday, May 13, 1999
Stock Price and Dividends Paid: First Second Third Fourth Quarter Quarter Quarter Quarter 1998 Stock Price: High ................. $ 57.38 $ 60.63 $ 46.50 $ 48.38 Low .................. 44.06 44.75 35.25 37.50 Dividends Paid ......... .10 .12 .12 .12 1997 Stock Price: High ................. $ 55.50 $ 59.50 $ 62.94 $ 57.06 Low .................. 45.25 44.75 51.75 45.56 Dividends Paid ......... .08 .10 .10 .10
10-K and 11-Year Data Copies of (1) Form 10-K for 1998 filed with the Securities and Exchange Commission, and (2) various financial and statistical data for the years 1988 to 1998, are available on request. Internet Data Various data is available on Nucor's web site www.nucor.com. 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 Phone 704/366-7000 Fax 704/362-4208 NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT ANNUAL MEETING The 1999 annual meeting of stockholders of Nucor Corporation will be held in Room C on the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between 47th and 48th Streets), New York City, at 1:30 p.m. on Thursday, May 13, 1999, to elect two directors for three years (and to conduct such other business as may properly come before the meeting). Stockholders of record at the close of business on March 15, 1999, 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, in the enclosed envelope, to ensure that you will be represented at the meeting. Your prompt attention is requested. By order of the Board of Directors, SAMUEL SIEGEL Vice Chairman and Chief Financial Officer, March 22, 1999 Treasurer and Secretary PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. GENERAL INFORMATION The enclosed proxy is being solicited by the Board of Directors of Nucor Corporation for use at the 1999 annual meeting of stockholders to be held on Thursday, May 13, 1999, and any adjournment. The proxy may be revoked by the stockholder by letter to the Secretary of Nucor received before the meeting, or by utilizing a ballot at the meeting. In addition to solicitation by mail, arrangements may be made with third parties, including brokerage firms and other custodians, nominees, and fiduciaries, the cost of which will by paid by Nucor. The total number of outstanding shares of common stock as of February 28, 1999 was 87,269,906. Only stockholders of record at the close of business on March 15, 1999 are entitled to notice of, and to vote at, the meeting. A majority of the outstanding shares constitutes a quorum. In voting on matters other than the election of directors, each stockholder has one vote for each share of stock held. With respect to the election of directors, stockholders have cumulative voting rights, which means that each stockholder has the number of votes equal to the number of shares held times the number of directors to be elected. Abstentions and broker non-votes are counted for purposes of determining the presence or absence of a quorum. For matters other than the election of directors, abstentions are counted in tabulations of votes cast on proposals presented to stockholders, and have the effect of voting against such proposals; broker non-votes are not counted for purposes of determining whether a proposal has been approved. Directors are elected by plurality vote; thus, any shares not voted (abstention, broker non-vote or otherwise) have no effect. Unless otherwise specified, matters other than the election of directors require the vote of a majority of the shares represented at the meeting. The shares represented by the enclosed proxy will be voted if the proxy is properly signed and received prior to the meeting, and is not revoked by the stockholder, and will give to the persons appointed as proxies the discretionary authority to cumulate votes. At December 31, 1998, State Farm Mutual Automobile Insurance Company and related entities beneficially owned, with voting and investment power, 7,522,126 shares (8.61%); FMR Corporation (Fidelity Funds) beneficially owned, with voting and investment power, 6,562,353 shares (7.51%); and AMVESCAP PLC (Invesco Funds) and related entities beneficially owned, with voting and investment power, 7,162,775 shares (8.20%); of the outstanding common stock of Nucor. The 1998 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 2000 annual meeting of stockholders must be received by Nucor not later than November 22, 1999. 1 ELECTION OF DIRECTORS Nucor's Board of Directors recommends that Nucor's stockholders vote FOR the election of directors. Nucor's Board of Directors is divided into three classes. The terms of two directors, Peter C. Browning and Victoria F. Haynes, expire in 1999, and therefore two places on Nucor's Board are to be filled at the 1999 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. Browning and Ms. Haynes as directors for terms expiring in 2002 and until their successors are elected and qualified. They have agreed to continue to serve as directors if elected. If they should become unable to serve, the enclosed proxy will be voted for the election of such other persons, if any, as Nucor's Board of Directors may designate. Nucor's Board of Directors recommends a vote FOR the election of directors. Unless otherwise specified, proxies will be voted FOR the election of directors. The following table sets forth certain information about all of the directors, as of February 28, 1999:
Common stock "beneficially Principal occupation owned"(and and directorship in other Director Term percent of Name (and age) public companies since expires class) (Note) H. David Aycock (68) Chairman of Nucor (effective January 1, 1999); 1971 2000 625,391 (0.72%) Former President of Nucor (until 1991); Director, Bowater Incorporated Peter C. Browning (57) President and Chief Executive Officer, 1999 1999 560 -- Sonoco Products Company; Director, Wachovia Corporation and Lowe's Companies, Inc. John D. Correnti (51) Vice Chairman, President and Chief Executive Officer 1992 2001 56,181 (0.06%) of Nucor; Director, Harnischfeger Industries, Inc. and Navistar International Corporation Harvey B. Gantt (56) Partner, Gantt Huberman Architects 1999 2000 none -- Victoria F. Haynes (51) Chief Technical Officer, The B.F. Goodrich Company; 1999 1999 none -- Director, The Lubrizol Corporation James D. Hlavacek (55) Managing Director, Market Driven Management 1996 2001 1,700 -- Samuel Siegel (68) Vice Chairman, Chief Financial Officer, 1968 2000 320,400 (0.37%) Treasurer and Secretary of Nucor All 25 directors and senior officers as a group (including those named above) 1,632,687 (1.87%)
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. Aycock, none; Mr. Correnti, 14,778; Mr. Siegel, 12,929; all directors and senior officers as a group (including those named above), 176,109. The above-named persons had sole voting and investment power (and shared voting and investment power) over shares "beneficially owned", as follows: Mr. Aycock, 493,091 (132,300); Mr. Browning, 560 (none); Mr. Correnti, 56,181 (none); Mr. Gantt, none; Ms. Haynes, none; Mr. Hlavacek, 1,700 (none); Mr. Siegel, 260,430 (59,970); all directors and senior officers as a group (including those named above) 1,421,511 (211,176). The Board of Directors of Nucor had nine meetings during 1998. 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. Browning, Mr. Gantt, Ms. Haynes and Mr. Hlavacek. The Audit Committee held two meetings during 1998. 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 $7,500 quarterly and $1,000 for each meeting attended. All three new directors were elected by Nucor's Board of Directors in March 1999. Mr. Browning is President and Chief Executive Officer of Sonoco Products Company and has been a senior officer since 1993. He was previously President, Chairman and Chief Executive Officer of National Gypsum Company. Mr. Gantt has been a partner of Gantt Huberman Architects, a professional architectural firm, for more than 25 years. He has served as Mayor of the City of Charlotte, North Carolina. Ms. Haynes is Chief Technical Officer of The B.F. Goodrich Company, and Vice President of its Advanced Technology Group. She was Vice President of Research and Development upon joining Goodrich in 1992. 2 The following table sets forth compensation information for the chief executive officer and for the other four highest-compensated senior officers whose cash compensation exceeded $100,000 for 1998:
Summary Compensation Table Annual Compensation Long-Term Compensation -------------------------- ------------------------ Cash Stock Stock Incentive Incentive Options Base Compensation Compensation Granted Name (and age) Principal Positions(s) Year Salary (Note) (Note) (shares) F. Kenneth Iverson (73) Chairman 1998 $355,000 $ 366,124 $ 271,178 5,026 (until December 31, 1998) 1997 345,161 536,722 397,564 3,783 1996 333,150 485,985 359,958 3,941 1995 322,500 840,572 622,605 3,243 1994 312,225 843,007 624,431 2,171 John D. Correnti (51) Vice Chairman, President, 1998 355,000 366,124 271,178 5,026 Chief Executive Officer 1997 305,416 474,919 351,763 3,310 (since 1996); 1996 280,392 409,024 302,940 3,449 previously President and 1995 242,300 631,537 467,797 2,162 Chief Operating Officer 1994 234,600 633,420 469,197 1,812 Samuel Siegel (68) Vice Chairman, 1998 270,000 278,460 206,259 3,769 Chief Financial Officer, 1997 259,325 403,248 298,668 2,837 Treasurer and Secretary 1996 250,350 365,200 270,504 2,955 1995 242,300 631,537 467,797 2,433 1994 234,600 633,420 469,197 2,039 D. Michael Parrish (46) Executive Vice President 1998 203,452 209,827 155,397 2,513 (since 1998); 1997 181,846 282,769 209,435 1,891 previously Vice President 1996 163,085 237,901 176,205 1,970 1995 150,445 392,124 290,424 1,622 1994 136,000 367,200 271,950 1,359 Daniel R. DiMicco (48) Vice President 1998 201,000 207,298 153,538 2,513 1997 194,835 302,967 224,412 1,891 1996 185,666 270,842 200,583 1,970 1995 174,900 455,864 337,666 1,622 1994 157,500 425,250 314,962 1,359
Note All of Nucor's employees, except senior officers, participate in various incentive compensation plans which are based on Nucor's profitability and productivity. In addition, all of Nucor's employees, except senior officers, participate in Nucor's Profit Sharing Plans, pursuant to which Nucor contributes at least 10% of each year's pre-tax earnings. Nucor's senior officers participate only in Nucor's Senior Officers Cash and Stock Incentive Compensation Plans, which are based on Nucor's profitability. Pursuant to the Senior Officers Incentive Plans, a portion (approximately 3.5% for 1999 and 1998) of each year's pre-tax earnings (as defined) in excess of an earnings base ($240,000,000 for 1999 and 1998) 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 eighteen times, from $500,000 to the present $240,000,000. Pursuant to the Senior Officers Incentive Stock Plan, the above-named persons held shares of stock, which have been issued during the 33 years since the 1966 effective inception of the Stock Plan, and which were restricted as to transfer at December 31, 1998 (with "value" as defined by the rules of the Securities and Exchange Commission) as follows: Mr. Iverson, none; Mr. Correnti, 40,929 ($1,770,179); Mr. Siegel, 13,096 ($566,402); Mr. Parrish, 16,405 ($709,516); Mr. DiMicco, 16,575 ($716,869). Mr. Iverson was a co-founder of Nucor in its present form, and served as a senior officer for more than 36 years, until his retirement on December 31, 1998. Mr. Iverson will receive $500,000 per year as consideration for his agreement not to compete with Nucor for five years. 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 1998: Stock Option Grants in 1998 (Note)
Potential Realizable Value of Stock Options Granted in Stock Options Granted in 1998 1998 ---------------------------------------------------------- ---------------------------- Number Percent of Total 5% Annual 10% Annual of Granted to Exercise Expiration Stock Price Stock Price Name Shares All Employees Price Date Appreciation Appreciation F. Kenneth Iverson 2,126 1.0% $ 51.74 February 28, 2005 $44,781 $104,358 2,900 1.4% 37.92 August 31, 2005 44,768 104,329 John D. Correnti 2,126 1.0% 51.74 February 28, 2005 44,781 104,358 2,900 1.4% 37.92 August 31, 2005 44,768 104,329 Samuel Siegel 1,594 0.8% 51.74 February 28, 2005 33,575 78,244 2,175 1.1% 37.92 August 31, 2005 33,576 78,246 D. Michael Parrish 1,063 0.5% 51.74 February 28, 2005 22,390 52,179 1,450 0.7% 37.92 August 31, 2005 22,384 52,164 Daniel R. DiMicco 1,063 0.5% 51.74 February 28, 2005 22,390 52,179 1,450 0.7% 37.92 August 31, 2005 22,384 52,164
Note 137 key employees, including senior officers, participate in Nucor's Key Employees Incentive Stock Option Plans, pursuant to which stock options are granted at 100% of the market value on the date of grant. During 1998, key employees, other than the above-named senior officers, were granted stock options for 184,965 shares (91% of the total stock options granted to all employees), at the same exercise prices and expiration dates as the above-named senior officers. The potential realizable value of stock options granted to these other key employees was $3,297,064 at 5% annual stock price appreciation and $7,683,560 at 10% annual stock price appreciation. Stock Option Exercises in 1998 and Year-End 1998 Stock Option Data (Note)
Number of Unexercised "Value" of Unexercised Stock Options In-the-Money Stock Options Stock Options Exercised in 1998 at Year-End 1998 at Year-End 1998 ------------------------------------ ----------------------------- ---------------------------- Name Shares Acquired "Value" Realized Exercisable Unexercisable Exercisable Unexercisable F. Kenneth Iverson 1,982 $ 9,890 15,810 none none none John D. Correnti 1,322 11,422 12,859 2,900 none $15,457 Samuel Siegel 1,488 9,350 11,858 2,175 none 11,593 D. Michael Parrish 937 13,225 7,905 1,450 none 7,729 Daniel R. DiMicco none none 7,905 1,450 none 7,729
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 1998, key employees, other than the above-named senior officers, acquired 58,948 shares on exercise of stock options, with a "value" realized of $408,095. At year-end 1998, these other key employees had 573,686 unexercised stock options, 468,866 of which were exercisable and 104,820 were unexercisable. At year-end 1998, these other key employees had unexercised in-the-money stock options, with a "value" of none for exercisable stock options, and $558,691 for unexercisable stock options. 4 BOARD OF DIRECTORS REPORT ON SENIOR OFFICERS COMPENSATION Nucor's senior officers compensation program is significantly oriented towards Nucor's Senior Officers Cash and Stock Incentive Compensation Plans. These Senior Officers Incentive Plans directly link Nucor's performance and the senior officers' compensation. All of Nucor's senior officers, including the chief executive officer, participate in the Senior Officers Incentive Plans. These Senior Officers Incentive Plans began in 1966 and are based solely on Nucor's profitability, with a portion of each year's pre-tax earnings in excess of an earnings base payable to senior officers, partly in cash and partly in stock. The cash and stock are allocated for each year to senior officers according to base salary. Nucor's Board of Directors reviews national surveys of the base salaries and total compensation of chief executive officers and senior officers in manufacturing companies with sales, assets and capital comparable to Nucor. Nucor's Board of Directors then sets the base salaries of Nucor's chief executive officer and senior officers at a low level compared with the median for comparable positions in such other manufacturing companies. Nucor's Board of Directors then also sets the earnings base for the Senior Officers Incentive Plans (below which nothing is payable), taking into consideration Nucor's growth, profitability and capital. Since the inception of the Senior Officers Incentive Plans in 1966, this earnings base (below which nothing is payable) has been increased eighteen times, from $500,000 to the present $240,000,000. All of Nucor's 137 key employees, including senior officers, participate in Nucor's Key Employees Incentive Stock Option Plans. Under the 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, assets and capital comparable to Nucor. The dollar amount of options granted for key employees is established by Nucor's Board of Directors. The Incentive Stock Option Plans provide incentive for all key employees, including the chief executive officer and senior officers, by further identifying their interests with those of Nucor's stockholders, since these key employees benefit only if Nucor's stockholders benefit by increases in Nucor's stock price. Nucor's senior officers do not participate in Nucor's Profit Sharing Plans. Nucor's senior officers do not participate in any pension plan. Nucor has received commendations for its long-term policy (more than 30 years) of linking senior officers compensation to Nucor's performance. Since Nucor's present management was elected in late 1965, Nucor's sales have increased 19,000%; Nucor's net earnings have increased 417,000%; Nucor's stockholders' equity has increased 272,000%; and the total market value of Nucor's common stock has increased 25,000%. Nucor's entire Board of Directors performs the functions of determining senior officers' compensation and rendering this report. Members of the current Board who performed these functions for 1998 were: H. David Aycock, John D. Correnti, James D. Hlavacek, and Samuel Siegel. STOCK PERFORMANCE GRAPH [PERFORMANCE GRAPH APPEARS HERE WITH THE FOLLOWING PLOT POINTS] Nucor S&P Steel Group S&P 500 1993 100.00 100.00 100.00 1994 104.78 97.26 101.32 1995 108.67 90.19 139.40 1996 97.61 80.52 171.40 1997 93.20 81.92 228.59 1998 84.32 71.01 293.91 This graphic comparison assumes the investment of $100 in Nucor Common Stock, $100 in the S&P 500 Index, and $100 in the S&P Steel Group Index, all at year-end 1993. The resulting cumulative total return assumes that cash dividends were reinvested. Nucor Common Stock comprised 31% of the S&P Steel Group Index at year-end 1998 (35% at year-end 1993). 5 OTHER MATTERS Nucor's Board of Directors does not intend to present any matters to the meeting other than as set forth above, and knows of no other matter to be brought before the meeting. However, if any other matter comes before the meeting, or any adjournment, it is intended that the persons named in the enclosed proxy will vote such proxy according to their best judgement. Nucor's financial statements are audited by PricewaterhouseCoopers LLP. 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, H. DAVID AYCOCK March 22, 1999 Chairman PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. 6 NUCOR CORPORATION PROXY 2100 Rexford Road, Charlotte, North Carolina 28211 Phone (704) 366-7000 Fax (704) 362-4208 Proxy solicited on behalf of Board of Directors for 1999 annual meeting of stockholders, to be held at 1:30 P.M. on Thursday, May 13, 1999, in Room C on the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between 47th and 48th Streets), New York City. H. David Aycock and Samuel Siegel, or either of them, with power of substitution, are appointed proxies to vote all shares of the undersigned at the 1999 annual meeting of stockholders, and any adjournment, on the following proposal, as set forth in the proxy statement, and upon such other matters as my properly come before the meeting: Elect two directors for three years (Nucor's Board of Directors recommends a vote FOR). --- THIS PROXY WILL BE VOTED FOR THE PROPOSAL, UNLESS OTHERWISE INDICATED. --- PLEASE SIGN AND DATE ON THE OTHER SIDE. Please sign, date, detach and mail the proxy card below as soon as possible! ---------- Annual Meeting of Stockholders NUCOR CORPORATION May 13, 1999 Please Detach and Mail in the Envelope Provided - -------------------------------------------------------------------------------- A [X} PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE. Nucor's Board of Directors recommends that you vote FOR --- Vote For Withheld Elect [ ] [ ] NOMINEES: as directors Peter C. Browning the two Victoria F. Haynes nominees (To withhold your vote for either nominee, strike a line through that persons name) THIS PROXY WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED. IF YOU WISH TO FOLLOW THE RECOMMENDATION OF NUCOR'S BOARD OF DIRECTORS, IT IS NOT NECESSARY TO CHECK ANY OF THE BOXES. PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED. Signed Dated , 1999 ------------------------------------------ -------------- (Please sign your name exactly as printed) - -------------------------------------------------------------------------------- EX-23 7 EXHIBIT 23 EXHIBIT 23 TO NUCOR CORPORATION 1998 FORM 10-K PricewaterhouseCoopers LLP NationsBank Corporate Center 100 North Tryon Street Charlotte, North Carolina 28202 CONSENT OF INDEPENDENT ACCOUNTANTS 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 our report dated February 3, 1999, on our audits of the consolidated financial statements of Nucor Corporation as of December 31, 1998 and 1997, and for each of the three years in the period ended December 31, 1998, which report is incorporated by reference in this Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP Charlotte, North Carolina March 24, 1999 EX-24 8 EXHIBIT 24 LIMITED POWER OF ATTORNEY NUCOR CORPORATION FORM 10-K ANNUAL REPORTS KNOW ALL MEN BY THESE PRESENTS: That I, Peter C. Browning, the Grantor, do by these presents hereby make, constitute and appoint H. David Aycock, John D. Correnti, Samuel Siegel and Terry S. Lisenby, or any of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to all Form 10-K Annual Reports of Nucor Corporation (commencing with the Report for calendar year 1998) filed with the Securities and Exchange Commission, and any and all amendments thereto. Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution. IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of March, 1999. /s/ Peter C. Browning ----------------------------------- Peter C. Browning STATE OF North Carolina ) ) ss: COUNTY OF Mecklenburg ) I, Kelly J. Wilmoth, a Notary Public in and for the State and County aforesaid, do hereby certify that Peter C. Browning, the grantor of the foregoing Limited Power of Attorney, bearing date on the 15th day of March, 1999, personally appeared before me in this jurisdiction, being personally well known to me as the person who executed the said instrument, and acknowledged the same to be the act and deed of the grantor. Given under my hand and seal this 15th day of March, 1999. [NOTARY SEAL APPEAR HERE] /s/ Kelly J. Wilmoth ----------------------------------------- Notary Public My commission expires on August 23, 2003 LIMITED POWER OF ATTORNEY NUCOR CORPORATION FORM 10-K ANNUAL REPORTS KNOW ALL MEN BY THESE PRESENTS: That I, Harvey B. Gantt, the Grantor, do by these presents hereby make, constitute and appoint H. David Aycock, John D. Correnti, Samuel Siegel and Terry S. Lisenby, or any of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to all Form 10-K Annual Reports of Nucor Corporation (commencing with the Report for calendar year 1998) filed with the Securities and Exchange Commission, and any and all amendments thereto. Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution. IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of March, 1999. /s/ Harvey B. Gantt ----------------------------------- Harvey B. Gantt STATE OF North Carolina ) ) ss: COUNTY OF Mecklenburg ) I, Kelly J. Wilmoth, a Notary Public in and for the State and County aforesaid, do hereby certify that Harvey B. Gantt, the grantor of the foregoing Limited Power of Attorney, bearing date on the 15th day of March, 1999, personally appeared before me in this jurisdiction, being personally well known to me as the person who executed the said instrument, and acknowledged the same to be the act and deed of the grantor. Given under my hand and seal this 15th day of March, 1999. [NOTARY SEAL APPEAR HERE] /s/ Kelly J. Wilmoth ----------------------------------------- Notary Public My commission expires on August 23, 2003 LIMITED POWER OF ATTORNEY NUCOR CORPORATION FORM 10-K ANNUAL REPORTS KNOW ALL MEN BY THESE PRESENTS: That I, Victoria F. Haynes, the Grantor, do by these presents hereby make, constitute and appoint H. David Aycock, John D. Correnti, Samuel Siegel and Terry S. Lisenby, or any of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to all Form 10-K Annual Reports of Nucor Corporation (commencing with the Report for calendar year 1998) filed with the Securities and Exchange Commission, and any and all amendments thereto. Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution. IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of March, 1999. /s/ Victoria F. Haynes ----------------------------------- Victoria F. Haynes STATE OF North Carolina ) ) ss: COUNTY OF Mecklenburg ) I, Kelly J. Wilmoth, a Notary Public in and for the State and County aforesaid, do hereby certify that Victoria F. Haynes, the grantor of the foregoing Limited Power of Attorney, bearing date on the 15th day of March, 1999, personally appeared before me in this jurisdiction, being personally well known to me as the person who executed the said instrument, and acknowledged the same to be the act and deed of the grantor. Given under my hand and seal this 15th day of March, 1999. [NOTARY SEAL APPEAR HERE] /s/ Kelly J. Wilmoth ----------------------------------------- Notary Public My commission expires on August 23, 2003 LIMITED POWER OF ATTORNEY NUCOR CORPORATION FORM 10-K ANNUAL REPORTS KNOW ALL MEN BY THESE PRESENTS: That I, James D. Hlavacek, the Grantor, do by these presents hereby make, constitute and appoint H. David Aycock, John D. Correnti, Samuel Siegel and Terry S. Lisenby, or any of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to all Form 10-K Annual Reports of Nucor Corporation (commencing with the Report for calendar year 1998) filed with the Securities and Exchange Commission, and any and all amendments thereto. Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution. IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of March, 1999. /s/ James D. Hlavacek ----------------------------------- James D. Hlavacek STATE OF North Carolina ) ) ss: COUNTY OF Mecklenburg ) I, Kelly J. Wilmoth, a Notary Public in and for the State and County aforesaid, do hereby certify that James D. Hlavacek, the grantor of the foregoing Limited Power of Attorney, bearing date on the 15th day of March, 1999, personally appeared before me in this jurisdiction, being personally well known to me as the person who executed the said instrument, and acknowledged the same to be the act and deed of the grantor. Given under my hand and seal this 15th day of March, 1999. [NOTARY SEAL APPEAR HERE] /s/ Kelly J. Wilmoth ----------------------------------------- Notary Public My commission expires on August 23, 2003 EX-27 9 ART. 5 FDS FOR YEAR ENDED DEC-31-1998 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 12-MOS DEC-31-1998 DEC-31-1998 308,696,460 0 299,244,794 16,275,198 435,884,838 1,129,467,383 3,397,767,858 1,300,689,385 3,226,545,856 486,897,157 215,450,000 36,020,714 0 0 2,036,531,067 3,226,545,856 4,151,232,283 4,151,232,283 3,591,782,838 3,591,782,838 147,973,101 0 (3,832,252) 415,308,596 151,600,000 263,708,596 0 0 0 263,708,596 3.00 3.00
-----END PRIVACY-ENHANCED MESSAGE-----