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).
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<PAGE>
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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.
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Item 2. Properties
Principal operating facilities are as follows:
<TABLE>
<CAPTION>
Approximate
square footage Principal
Location of facilities products
<S> <C> <C>
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
</TABLE>
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.
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<PAGE>
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
<TABLE>
<CAPTION>
<S> <C>
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
</TABLE>
All other schedules are omitted because they are not required, not
applicable, or the information is furnished in the consolidated financial
statements or notes.
<TABLE>
<CAPTION>
<S> <C>
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)
</TABLE>
Reports on Form 8-K:
None filed during the quarter ended December 31, 1993.
- 4 -
<PAGE>
<PAGE>
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 -
<PAGE>
<PAGE>
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-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Plant Office Construction
Land Buildings machinery and in process
and and and transportation and equipment
improvements improvements equipment equipment deposits Total
<S> <C> <C> <C> <C> <C> <C>
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
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<PAGE>
<PAGE>
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
</TABLE>
SCHEDULE X - SUPPLEMENTARY EXPENSE INFORMATION
<TABLE>
<CAPTION>
Year ended December 31,
1993 1992 1991
<S> <C> <C> <C>
Maintenance and repairs.................... $280,036,996 $221,694,798 $195,375,300
</TABLE>
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
EXHIBIT 11 - COMPUTATION OF NET EARNINGS PER SHARE
<TABLE>
<CAPTION>
Year ended December 31,
1993 1992 1991
<S> <C> <C> <C>
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
</TABLE>
Share data for 1992 and 1991 have been restated to reflect the 2-for-1
stock split in September, 1993.
EXHIBIT 12 - COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
Year Ended December 31,
1993 1992 1991
<S> <C> <C> <C>
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
</TABLE>
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.
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
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
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
<CAPTION>
SIX-YEAR 1988
<S> <C>
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
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Year Ended
CONSOLIDATED STATEMENTS OF EARNINGS December 31, 1993 1992
<S> <C> <C> <C>
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
<S> <C>
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
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
Treasury
Stock
Additional (AT
Common Stock Paid-in Retained COST)
Capital Earnings
Shares Amount
Shares
<S> <C> <C> <C> <C> <C>
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
<S> <C>
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
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
14
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS December 31, 1993
<S> <C>
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
<S> <C>
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
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
15
<PAGE>
<TABLE>
<CAPTION>
Year Ended
CONSOLIDATED STATEMENTS December 31, 1993 1992
OF CASH FLOWS
<S> <C> <C>
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
<S> <C>
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
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
16
<PAGE>
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:
<TABLE>
<S> <C> <C>
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
</TABLE>
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:
<TABLE>
<S> <C> <C>
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
</TABLE>
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
<PAGE>
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:
<TABLE>
<S> <C> <C> <C>
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
</TABLE>
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):
<TABLE>
<S> <C> <C> <C> <C>
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
</TABLE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
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
</TABLE>
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
EXHIBIT 21 - SUBSIDIARIES
Nucor-Yamato Steel Company, a Delaware limited partnership.
All other subsidiaries are not significant.
<PAGE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY
PRINCIPAL OCCUPATION OWNED (AND
AND DIRECTORSHIPS IN OTHER DIRECTOR TERM PERCENT OF
NAME (AND AGE) PUBLIC COMPANIES SINCE EXPIRES CLASS) (NOTE)
<S> <C> <C> <C> <C>
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%)
</TABLE>
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
<PAGE>
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:
<TABLE>
<CAPTION>
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)
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
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
<PAGE>
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)
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C>
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
<CAPTION>
10% ANNUAL
STOCK PRICE
NAME APPRECIATION
<S> <C>
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
</TABLE>
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)
<TABLE>
<CAPTION>
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
<S> <C> <C> <C> <C> <C>
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
<CAPTION>
NAME UNEXERCISABLE
<S> <C>
F. Kenneth Iverson $14,175
Samuel Siegel 10,635
John D. Correnti 9,455
Larry A. Roos 7,087
John A. Doherty 7,087
</TABLE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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:
<TABLE>
<S> <C> <C>
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).
</TABLE>
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.
