1994
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, 1994 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
$4,721,767,177 at February 28, 1995.
87,355,904 shares of common stock were outstanding at February 28, 1995.
Documents incorporated by reference include: Portions of 1994 annual
report (Parts II and IV), and proxy statement for 1995 annual
stockholders' meeting (Part III).
- 1 -
<PAGE>
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 1994, 1993 and 1992.
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 1994, 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 $715,000,000 at December 31, 1994,
and about $445,000,000 at December 31, 1993.
All 5,900 employees are employed in the steel products business.
- 2-
<PAGE>
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 2,690,000 Steel shapes, flat-rolled steel
Norfolk-Stanton, Nebraska 2,050,000 Steel shapes, joists and deck
Brigham City-Plymouth, Utah 1,690,000 Steel shapes, joists and
grinding balls
Darlington-Florence, South Carolina 1,590,000 Steel shapes, joists and deck
Grapeland-Jewett, Texas 1,400,000 Steel shapes, joists and deck
Crawfordsville, Indiana 1,300,000 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 1994, 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, 1994.
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 1994 annual report,
pages 19, 13, and 12, respectively.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to Nucor Corporation's 1994 annual report,
pages 14 to 18. The Report and Consent of Independent Accountants is
submitted on Page 6.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures
None.
- 3 -
<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
1995 annual stockholders' meeting, and page 19 of Nucor Corporation's
1994 Annual Report.
Item 13. Certain Relationships and Related Transactions
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Financial Statements and Supplementary Data: Page
Independent auditors report and consent................................. 6
Consolidated balance sheets..................... (Incorporated by )
Consolidated statements of earnings..............(reference to )
Consolidated statements of stockholders' equity..(Nucor Corporation's)
Consolidated statements of cash flows............(1994 annual report,)
Notes to consolidated financial statements.......(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 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
13 - 1994 annual report (portions incorporated by
reference)
21 - Subsidiaries
22 - Proxy statement for 1995 annual stockholders' meeting
24 - Powers of attorney (incorporated by reference to Form 10-K
for year ended December 31, 1990)
27 - Financial data schedule
Reports on Form 8-K:
None filed during the quarter ended December 31, 1994.
- 4 -
<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 *By SAMUEL SIEGEL
Samuel Siegel Samuel Siegel
Vice Chairman, Attorney-in-fact
Chief Financial Officer,
Treasurer, Secretary and Director
JOHN. D. CORRENTI
John D. Correnti
President, Chief Operating Officer
and Director
TERRY S. LISENBY
Terry S. Lisenby
Vice President and
Corporate Controller
Dated: March 24, 1995
- 5 -
<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, 1994 and 1993, and for
each of the three years in the period ended December 31, 1994, which
financial statements are included on pages 14 through 18 of the 1994
Annual Report to Shareholders of Nucor Corporation and incorporated by
reference herein. These financial statements are the responsibility of
Nucor's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Nucor Corporation and subsidiaries as of December 31, 1994 and 1993, and
the consolidated results of their operations and their cash flows for
each of the three years in the period ended December 31, 1994, in
conformity with generally accepted accounting principles.
We consent to the incorporation by reference in the Registration
Statements of Nucor Corporation on Form S-8, Numbers 2-84117 (including
2-50058), 2-51735, 33-27120 (including 2-55941 and 2-69914), and
33-56649, and Form S-3, Number 33-47313, of this report on our audits of
the consolidated financial statements of Nucor Corporation as of
December 31, 1994 and 1993, and for the years ended December 31, 1994,
1993, and 1992.
COOPERS & LYBRAND L.L.P.
Charlotte, North Carolina
February 21, 1995
-6-
<PAGE>
NUCOR CORPORATION
Exhibits 11 and 21 to FORM 10-K - 1994
<TABLE>
<CAPTION>
EXHIBIT 11 - COMPUTATION OF NET EARNINGS PER SHARE
Year ended December 31,
1994 1993 1992
<S> <C> <C> <C>
PRIMARY:
Primary net earnings....................... $226,632,844 $123,509,607 $79,225,703
Average shares outstanding:
(excludes dilutive effect of employee
stock options because less than 3%)...... 87,166,164 86,909,345 86,584,130
Primary net earnings per share............. $2.6000 $1.4211 $.9150
FULLY DILUTED:
Fully diluted net earnings................. $226,632,844 $123,509,607 $79,225,703
Fully diluted average shares outstanding:
Primary shares outstanding............... 87,166,164 86,909,345 86,584,130
Dilutive effect of employee stock options 330,650 385,365 335,486
87,496,814 87,294,710 86,919,616
Fully diluted net earnings per share....... $2.5902 $1.4149 $.9115
</TABLE>
<PAGE>
<PAGE>
ANALYSIS OF
OPERATIONS
AND FINANCES
OPERATIONS
The increases in 1994, 1993 and 1992 sales resulted primarily from increased
volume. The major component of cost of products sold is raw material costs. The
average price of raw materials increased by about 15% in 1994, increased by 15%
in 1993, and decreased by less than 5% in 1992. The major components of
marketing, administrative and other expenses are freight and profit sharing
costs. Unit freight costs decreased by about 10% in 1994, decreased by about 5%
in 1993, and decreased by less than 5% in 1992. Profit sharing costs increased
by about 90% in 1994, increased by about 70% in 1993, and increased by about 60%
in 1992. Profit sharing costs are based upon and fluctuate with pre-tax
earnings.
Interest expense is reduced by interest income from short-term investments.
The 1994, 1993 and 1992 increases resulted from increased borrowings.
The increase in 1994 and 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.
LIQUIDITY AND CAPITAL RESOURCES
In 1994, working capital increased about 118% to $256 million due primarily to
increased earnings and a decrease in capital expenditures. The current ratio was
1.7 in 1994, 1.3 in 1993, and 1.4 in 1992.
The increase in 1994 inventories was due primarily to increased prices and
increased production levels. The increase in 1993 inventories was due primarily
to increased prices. The increase in 1992 inventories was due primarily to new
facilities.
Capital expenditures were $185 million in 1994, $364 million in 1993, and $379
million in 1992. Capital expenditures are currently projected to be more than
$200 million in 1995. Funds provided from operations, existing credit facilities
and new borrowings are expected to be adequate to meet future capital
expenditure and working capital requirements.
Net long-term debt repayments were $179 million in 1994. Net long-term debt
borrowings were $106 million in 1993, and $172 million in 1992. Unused long-term
credit facilities total $245 million at the end of 1994. The percentage of
long-term debt to total capital was 12% in 1994, 25% in 1993, and 21% in 1992.
12
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
SIX-YEAR 1994 1993 1992 1991 1990
FINANCIAL REVIEW
FOR THE YEAR
Net sales............................ $ 2,975,596,456 $ 2,253,738,311 $ 1,619,234,876 $ 1,465,456,566 $ 1,481,630,011
Costs and expenses:
Cost of products sold.............. 2,491,759,846 1,965,847,476 1,417,376,345 1,302,744,052 1,293,082,950
Marketing, administrative
and other expenses............... 113,388,724 87,582,891 76,796,340 66,986,699 70,461,830
Interest expense (income).......... 13,515,042 13,198,337 7,736,488 (90,684) 6,869,970
2,618,663,612 2,066,628,704 1,501,909,173 1,369,640,067 1,370,414,750
Earnings before
federal income taxes............... 356,932,844 187,109,607 117,325,703 95,816,499 111,215,261
Federal income taxes................. 130,300,000 63,600,000 38,100,000 31,100,000 36,150,000
Net earnings......................... 226,632,844 123,509,607 79,225,703 64,716,499 75,065,261
Net earnings per share............... 2.60 1.42 .92 .75 .88
Dividends declared per share......... .18 .16 .14 .13 .12
Percentage of earnings to sales...... 7.6% 5.5% 4.9% 4.4% 5.1%
Return on average equity............. 22.4% 14.6% 10.6% 9.5% 12.1%
Capital expenditures................. 185,324,442 364,160,462 379,124,386 217,721,085 56,753,994
Depreciation......................... 157,652,083 122,265,448 97,779,468 93,577,626 84,960,263
Sales per employee................... 502,507 384,105 283,455 264,046 271,859
AT YEAR END
Current assets....................... $638,701,397 $468,231,882 $381,616,740 $334,293,244 $312,637,486
Current liabilities.................. 382,465,202 350,490,781 271,971,686 229,166,248 202,789,294
Working capital...................... 256,236,195 117,741,101 109,645,054 105,126,996 109,848,192
Current ratio...................... 1.7 1.3 1.4 1.5 1.5
Property, plant and equipment........ 1,363,218,768 1,361,036,440 1,125,765,515 847,283,554 723,248,574
Total assets......................... 2,001,920,165 1,829,268,322 1,507,382,255 1,181,576,798 1,035,886,060
Long-term debt....................... 173,000,000 352,250,000 246,750,000 72,778,000 28,777,000
Percentage of debt to capital...... 11.8% 25.2% 21.1% 8.0% 3.7%
Stockholders' equity................. 1,122,610,257 902,166,939 784,230,713 711,608,991 652,757,216
Per share.......................... 12.85 10.36 9.04 8.23 7.59
Shares outstanding................... 87,333,313 87,073,478 86,736,700 86,417,804 85,950,696
Stockholders......................... 38,000 33,000 29,000 27,000 27,000
Employees............................ 5,900 5,900 5,800 5,600 5,500
<CAPTION>
SIX-YEAR 1989
<S> <C>
FINANCIAL REVIEW
FOR THE YEAR
Net sales............................ $ 1,269,007,472
Costs and expenses:
Cost of products sold.............. 1,105,248,906
Marketing, administrative
and other expenses............... 66,990,065
Interest expense (income).......... 11,132,657
1,183,371,628
Earnings before
federal income taxes............... 85,635,844
Federal income taxes................. 27,800,000
Net earnings......................... 57,835,844
Net earnings per share............... .68
Dividends declared per share......... .11
Percentage of earnings to sales...... 4.6%
Return on average equity............. 10.4%
Capital expenditures................. 130,200,982
Depreciation......................... 76,571,240
Sales per employee................... 241,716
AT YEAR END
Current assets....................... $280,033,934
Current liabilities.................. 193,560,545
Working capital...................... 86,473,389
Current ratio...................... 1.4
Property, plant and equipment........ 753,797,578
Total assets......................... 1,033,831,512
Long-term debt....................... 155,981,500
Percentage of debt to capital...... 19.0%
Stockholders' equity................. 584,445,479
Per share.......................... 6.83
Shares outstanding................... 85,598,480
Stockholders......................... 25,000
Employees............................ 5,400
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION> Year Ended
December 31,
CONSOLIDATED STATEMENTS OF EARNINGS 1994 1993 1992
<S> <C> <C>
Net sales................................................. $2,975,596,456 $2,253,738,311 $1,619,234,876
Costs and expenses:
Cost of products sold................................... 2,491,759,846 1,965,847,476 1,417,376,345
Marketing, administrative and other expenses............ 113,388,724 87,582,891 76,796,340
Interest expense (Note 7)................... ........... 13,515,042 13,198,337 7,736,488
2,618,663,612 2,066,628,704 1,501,909,173
Earnings before federal income taxes...................... 356,932,844 187,109,607 117,325,703
Federal income taxes (Note 8)........................... 130,300,000 63,600,000 38,100,000
Net earnings.............................................. $ 226,632,844 $ 123,509,607 $ 79,225,703
Net earnings per share (Note 6)......................... $ 2.60 $ 1.42 $ .92
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION> Treasury
Additional Stock
Common Stock Paid-in Retained (AT COST)
Capital Earnings
Shares Amount Shares
<S> <C> <C> <C> <C> <C>
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
Net earnings in 1994................... 226,632,844
Employee stock options................. 152,777 61,111 2,660,641
Employee stock compensation
and service awards................... 101,848 40,739 6,698,113 (5,210)
Cash dividends ($.18 per share)........ (15,693,894)
BALANCE, DECEMBER 31, 1994............. 89,507,681 $ 35,803,072 $ 39,272,431 $1,065,796,421 2,174,368
<CAPTION>
Amount
<S> <C>
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
Net earnings in 1994...................
Employee stock options.................
Employee stock compensation
and service awards................... (43,764)
Cash dividends ($.18 per share)........
BALANCE, DECEMBER 31, 1994............. $ 18,261,667
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
14
<PAGE>
<TABLE>
<S> <C>
CONSOLIDATED BALANCE SHEETS December 31, 1994
ASSETS
Current assets:
Cash and short-term investments...................................... $ 101,930,479
Accounts receivable (Note 2)......................................... 258,131,947
Inventories (Note 3)................................................. 243,026,854
Other current assets................................................. 35,612,117
Total current assets............................................... 638,701,397
Property, plant and equipment (Note 4)................................. 1,363,218,768
$2,001,920,165
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Long-term debt due within one year................................... $ 250,000
Accounts payable..................................................... 182,846,410
Federal income taxes................................................. 15,507,659
Salaries, wages and related accruals................................. 88,706,273
Accrued expenses and other current liabilities....................... 95,154,860
Total current liabilities.......................................... 382,465,202
Long-term debt due after one year (Note 5)............................. 173,000,000
Deferred credits and other liabilities (Note 8)........................ 147,859,517
Minority interests..................................................... 175,985,189
Stockholders' equity (Note 6):
Common stock......................................................... 35,803,072
Additional paid-in capital........................................... 39,272,431
Retained earnings.................................................... 1,065,796,421
1,140,871,924
Treasury stock....................................................... (18,261,667)
1,122,610,257
$2,001,920,165
<CAPTION>
CONSOLIDATED BALANCE SHEETS December 31, 1993
<S>
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 interests..................................................... 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
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
15
<PAGE>
<TABLE>
<S> <C> <C> <C>
Year Ended
CONSOLIDATED STATEMENTS December 31, 1994 1993
OF CASH FLOWS
<CAPTION>
OPERATING ACTIVITIES:
Net earnings.......................................................... $226,632,844 $123,509,607
Adjustments:
Depreciation of plant and equipment................................. 157,652,083 122,265,448
Deferred federal income taxes....................................... (2,000,000) 1,000,000
Minority interests.................................................. 17,673,235 9,746,423
Changes in:
Accounts receivable............................................... (55,955,706) (70,032,895)
Inventories....................................................... (28,012,284) (8,609,788)
Accounts payable.................................................. 17,111,882 46,438,863
Federal income taxes.............................................. 1,240,507 3,808,491
Other............................................................. 90,603,897 43,666,916
Cash provided by operating activities................................. 424,946,458 271,793,065
INVESTING ACTIVITIES:
Capital expenditures.................................................. (185,324,442) (364,160,462)
Disposition of plant and equipment.................................... 5,218,722 1,303,291
Cash (used in) investing activities................................... (180,105,720) (362,857,171)
FINANCING ACTIVITIES:
New long-term debt.................................................... -- 105,700,000
Reduction in long-term debt........................................... (179,200,000) (200,000)
Issuance of common stock.............................................. 9,504,368 8,504,357
Contributions for (distributions to) minority interests............... 15,224,450 (7,154,980)
Cash dividends........................................................ (15,693,894) (13,911,932)
Acquisition of treasury stock......................................... -- (165,806)
Cash provided by (used in) financing activities....................... (170,165,076) 92,771,639
INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS.................. 74,675,662 1,707,533
CASH AND SHORT-TERM INVESTMENTS -- BEGINNING OF YEAR.................... 27,254,817 25,547,284
CASH AND SHORT-TERM INVESTMENTS -- END OF YEAR.......................... $101,930,479 $ 27,254,817
<CAPTION>
OPERATING ACTIVITIES:
1992
<S> <C>
Net earnings.......................................................... $ 79,225,703
Adjustments:
Depreciation of plant and equipment................................. 97,779,468
Deferred federal income taxes....................................... (3,000,000)
Minority interests.................................................. 23,173,403
Changes in:
Accounts receivable............................................... (22,684,906)
Inventories....................................................... (20,329,998)
Accounts payable.................................................. 25,534,006
Federal income taxes.............................................. (610,828)
Other............................................................. 26,322,635
Cash provided by operating activities................................. 205,409,483
INVESTING ACTIVITIES:
Capital expenditures.................................................. (379,124,386)
Disposition of plant and equipment.................................... 2,124,131
Cash (used in) investing activities................................... (377,000,255)
FINANCING ACTIVITIES:
New long-term debt.................................................... 183,900,000
Reduction in long-term debt........................................... (11,727,000)
Issuance of common stock.............................................. 5,599,080
Contributions for (distributions to) minority interests............... (6,725,740)
Cash dividends........................................................ (12,126,849)
Acquisition of treasury stock......................................... (76,212)
Cash provided by (used in) financing activities....................... 158,843,279
INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS.................. (12,747,493)
CASH AND SHORT-TERM INVESTMENTS -- BEGINNING OF YEAR.................... 38,294,777
CASH AND SHORT-TERM INVESTMENTS -- END OF YEAR.......................... $ 25,547,284
</TABLE>
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.
16
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 1994, 1993, and 1992
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
Nucor is a manufacturer of steel products.
The consolidated financial statements include Nucor and all of its
subsidiaries. The minority interests in operations of less than 100%-owned
subsidiaries are included in cost of products sold. All significant intercompany
transactions are eliminated.
Short-term investments are recorded at cost plus accrued interest, which
approximates market, and 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.
2. ACCOUNTS RECEIVABLE:
Accounts receivable are stated net of the allowance for doubtful accounts of
$14,944,181 in 1994 ($10,384,904 in 1993 and $6,769,608 in 1992).
3. INVENTORIES:
Inventories consist of approximately 55% raw materials and supplies, and 45%
finished and semi-finished products in 1994 (50% and 50% in 1993). Inventories
valued on the last-in, first-out (LIFO) method of accounting represent
approximately 85% of total inventories in 1994 and 1993. 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 $81,662,518 higher in 1994
($67,127,821 higher in 1993).
4. PROPERTY, PLANT AND EQUIPMENT:
<TABLE>
<S> <C> <C>
December 31, 1994 1993
Land and improvements............. $ 45,283,790 $ 41,284,126
Buildings and improvements........ 201,010,408 180,981,457
Plant machinery and equipment..... 1,689,953,310 1,470,395,388
Office and
transportation equipment......... 13,956,102 15,769,859
Construction in process
and equipment deposits........... 27,376,486 112,557,891
1,977,580,096 1,820,988,721
Less accumulated depreciation..... 614,361,328 459,952,281
$1,363,218,768 $1,361,036,440
</TABLE>
The average annual depreciation rate was 8.7% in 1994 (8.2% in 1993 and 8.1%
in 1992).
5. LONG-TERM DEBT AND FINANCING ARRANGEMENTS:
<TABLE>
<S> <C> <C>
December 31, 1994 1993
Short-term notes.................. $ -- $169,000,000
Industrial revenue bonds,
4.2% to 8%,
due from 1996 to 2023............ 83,000,000 83,250,000
Notes of 51%-owned subsidiary..... 90,000,000 100,000,000
$173,000,000 $352,250,000
</TABLE>
Nine banks are committed to lend Nucor a total of $245,000,000 (nothing has
been borrowed), with borrowings repayable in 2000. Six banks are committed to
lend Nucor's 51%-owned subsidiary a total of $90,000,000 due in 2000, at
variable short-term interest rates ($90,000,000 has been borrowed at a current
average interest rate of 6.6%). 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 and, accordingly, they are classified
as long-term debt.
Annual aggregate long-term debt maturities are: $150,000 in 1996; $750,000 in
1997; $1,250,000 in 1998; and $1,000,000 in 1999.
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 1994, options were granted for 98,223 shares
(138,381 in 1993 and 190,804 in 1992); and options for 4,183 shares (3,445 in
1993 and 9,164 in 1992) expired or were canceled. At December 31, 1994, options
for 577,637 shares (636,374 in 1993 and 790,232 in 1992) were outstanding at an
aggregate price of $18,758,676 ($15,560,596 in 1993 and $14,010,507 in 1992);
options for 533,770 shares (569,718 in 1993 and 698,176 in 1992) were
exercisable; and 1,855,432 shares (1,949,472 in 1993 and 2,084,408 in 1992) were
reserved for future grants.
250,000 shares of preferred stock, par value of $4.00 per share, are
authorized, with preferences, rights and restrictions as may be fixed by Nucor's
Board of Directors. No shares of preferred stock have been issued since their
authorization in 1964.
Nucor's earnings per share of common stock are based on 87,166,164 average
shares outstanding in 1994 (86,909,345 in 1993 and 86,584,130 in 1992), and
would not be materially affected if all employee stock options were exercised.
17
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(CONTINUED)
7. INTEREST EXPENSE (INCOME):
Interest expense is stated net of interest income of $1,077,060 in 1994
($1,118,252 in 1993 and $1,297,373 in 1992). Interest paid was $16,060,715 in
1994 ($10,739,394 in 1993 and $9,142,647 in 1992).
8. FEDERAL INCOME TAXES:
<TABLE>
<S> <C> <C> <C>
1994 1993 1992
Currently payable... $132,300,000 $62,600,000 $41,100,000
Deferred............ (2,000,000) 1,000,000 (3,000,000)
$130,300,000 $63,600,000 $38,100,000
</TABLE>
Current deferred federal income tax assets of approximately $35,000,000 in
1994 ($23,000,000 in 1993) relate primarily to differences between financial and
tax reporting of inventories and accrued expenses. Non-current deferred federal
income tax liabilities of approximately $63,000,000 in 1994 ($53,000,000 in
1993) relate primarily to differences between financial and tax reporting of
depreciation. Federal income taxes paid were $124,371,222 in 1994 ($57,519,048
in 1993 and $40,823,089 in 1992).
9. QUARTERLY INFORMATION (UNAUDITED):
<TABLE>
<S> <C> <C> <C> <C>
First Second Third Fourth
Quarter Quarter Quarter Quarter
1994
Net sales........ $649,701,248 $740,101,570 $786,424,788 $799,368,850
Gross margin..... 82,391,935 111,073,091 138,630,185 151,741,399
Net earnings..... 34,879,954 49,680,131 64,523,822 77,548,937
Net earnings
per share....... .40 .57 .74 .89
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
</TABLE>
INDEPENDENT
ACCOUNTANTS
REPORT
COOPERS & LYBRAND L.L.P.
Stockholders and
Board of Directors
Nucor Corporation
Charlotte, North Carolina
We have audited the accompanying consolidated balance sheets of Nucor
Corporation and subsidiaries as of December 31, 1994 and 1993, and the related
consolidated statements of earnings, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1994. 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, 1994 and 1993, and the consolidated results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1994, in conformity with generally accepted accounting
principles.
(COOPERS & LYBRAND LLP Signature)
Charlotte, North Carolina
February 21, 1995
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
F. Kenneth Iverson
CHAIRMAN AND CHIEF EXECUTIVE OFFICER,
NUCOR CORPORATION
Samuel Siegel
VICE CHAIRMAN,
CHIEF FINANCIAL OFFICER,
TREASURER AND SECRETARY,
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
LeRoy C. Prichard
VICE PRESIDENT, STEEL TECHNOLOGIES
OPERATIONS
A. Jay Bowcutt
VICE PRESIDENT, GENERAL MANAGER OF
NUCOR STEEL DIVISION,
PLYMOUTH, UTAH
James E. Campbell
VICE PRESIDENT, GENERAL MANAGER OF
VULCRAFT DIVISION,
FORT PAYNE, ALABAMA
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 DIVISION,
BRIGHAM CITY, UTAH
Donald N. Holloway
VICE PRESIDENT, GENERAL MANAGER OF
VULCRAFT DIVISION,
NORFOLK, NEBRASKA
Kenneth H. Huff
VICE PRESIDENT, GENERAL MANAGER OF
VULCRAFT DIVISION,
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
55 Water Street
(between Old Slip and
Coenties Slip Streets)
13th Floor Auditorium
New York City
TIME AND DATE --
2:00 P.M., Thursday,
May 11, 1995
STOCK PRICE AND DIVIDENDS PAID:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
First Second Third Fourth
Quarter Quarter Quarter Quarter
<CAPTION>
1994
<S> <C> <C> <C> <C>
Stock Price:
High................ $66.00 $72.00 $71.88 $70.50
Low................. 48.75 57.63 63.25 51.63
Dividends Paid........ .04 .045 .045 .045
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
</TABLE>
10-K AND 11-YEAR DATA
Copies of (1) Form 10-K for 1994 filed with the Securities and Exchange
Commission, and (2) various financial and statistical data for the years 1984 to
1994, are available on request.
STOCK TRANSFERS
DIVIDEND DISBURSING
DIVIDEND REINVESTMENT
First Union National Bank
Shareholders Services Group
230 South Tryon Street
11th Floor
Charlotte, North Carolina 28288
Telephone 704/374-6531
Facsimile 704/374-6987
STOCK LISTING
New York Stock Exchange
Trading Symbol - NUE
19
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
NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
ANNUAL MEETING
The 1995 annual meeting of stockholders of Nucor Corporation will be held in
the 13th Floor Auditorium of Chemical Banking Corporation, 55 Water Street
(between Old Slip and Coenties Slip Streets), New York City, at 2:00 p.m. on
Thursday, May 11, 1995, for the following purposes (and to conduct such other
business as may properly come before the meeting).
1. Elect one director for three years (Nucor's Board of Directors recommends
a vote FOR).
2. Consider a stockholder proposal (Nucor's Board of Directors recommends a
vote AGAINST).
Stockholders of record at the close of business on March 13, 1995, 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 Nucor's Board of Directors,
SAMUEL SIEGEL
Vice Chairman and Chief Financial Officer,
March 24, 1995 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 1995 annual meeting of stockholders to be held on
Thursday, May 11, 1995, 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,
1995, was 87,355,904. Only stockholders of record at the close of business on
March 13, 1995 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, other matters 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 February 28, 1995, State Farm Mutual Automobile Insurance Company and
related entities beneficially owned, with voting and investment power, 6,909,200
shares (7.91%); and FMR Corporation (Fidelity Funds) beneficially owned, with
voting and investment power, 5,274,243 shares (6.04%); of the outstanding common
stock of Nucor.
The 1994 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
1996 annual meeting of stockholders must be received by Nucor not later than
November 24, 1995.
Nucor's financial statements are audited by Coopers & Lybrand L.L.P. A
representative of that firm will be present at the meeting with an opportunity
to make a statement and answer appropriate questions.
1
<PAGE>
PROPOSAL 1 -- ELECTION OF DIRECTOR
Nucor's Board of Directors recommends that Nucor's stockholders vote FOR the
election of director.
Nucor's Board of Directors is divided into three classes. The term of one
director, John D. Correnti, expires in 1995, and therefore one place on Nucor's
Board is to be filled at the 1995 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. Correnti as director for a term
expiring in 1998 and until a successor is elected and qualified. Mr. Correnti
has agreed to continue to serve as a director. If Mr. Correnti should become
unable to serve, the enclosed proxy will be voted for the election of such other
person, if any, as Nucor's Board of Directors may designate.
NUCOR'S BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTOR.
Unless otherwise specified, proxies will be voted FOR the election of director.
The following table sets forth certain information about all of the directors,
as of February 28, 1995:
<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 (64) Former President and Chief
Operating Officer of Nucor; 1971 1997 673,002 (0.77%)
Director, Bowater Incorporated
John D. Correnti (47) President and Chief Operating Officer of 1992 1995 48,724 (0.06%)
Nucor; Director, Harnischfeger
Industries, Inc. and
Navistar International Corporation
James W. Cunningham (74) Former Vice President of Nucor 1991 1996 457,464 (0.52%)
F. Kenneth Iverson (69) Chairman and Chief Executive Officer
of Nucor; 1965 1996 749,783 (0.86%)
Director, Wal-Mart Stores, Inc., and
The Wachovia Corporation
Samuel Siegel (64) Vice Chairman, Chief Financial Officer, 1968 1997 529,957 (0.61%)
Treasurer and Secretary of Nucor
All 23 directors and senior officers as a group (including those
named above) 3,436,309 (3.93%)
</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, 15,536; Mr. Iverson, 20,483; Mr.
Siegel, 14,727; all directors and senior officers as a group (including those
named above), 209,887. The above-named persons had sole voting and investment
power (and shared voting and investment power) over shares "beneficially owned",
as follows: Mr. Aycock, 540,702 (132,300); Mr. Correnti, 48,724 (none); Mr.
Cunningham, none (457,464); Mr. Iverson, 502,270 (247,513); Mr. Siegel, 454,987
(74,970); all directors and senior officers as a group (including those named
above), 2,441,837 (994,472).
The Board of Directors of Nucor had six meetings during 1994. 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 and Mr. Cunningham. The Audit Committee held two
meetings during 1994. 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 $3,100 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 other four highest-compensated senior officers
whose cash compensation exceeded $100,000 for 1994:
<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 (69) Chairman, 1994 $312,225 $843,007 $624,431 2,717
Chief 1993 275,000 372,865 276,183 3,856
Executive 1992 266,200 147,280 109,020 6,394
Officer 1991 256,000 64,491 47,726 7,516
1990 236,795 165,519 122,574 10,148
Samuel Siegel (64) Vice Chairman, 1994 234,600 633,420 469,197 2,039
Chief Financial 1993 207,000 280,666 207,866 2,894
Officer (since 1991), 1992 200,000 110,654 81,902 4,798
previously 1991 192,400 48,469 35,839 4,996
Executive Vice President, 1990 175,553 122,712 90,892 5,888
Chief Financial Officer
John D. Correnti (47) President, 1994 234,600 633,420 469,197 1,812
Chief Operating 1993 204,000 276,598 204,845 2,572
Officer (since 1991), 1992 195,000 107,887 79,864 4,264
previously 1991 159,682 40,227 29,762 4,384
Vice President 1990 121,726 85,087 62,992 5,076
Larry A. Roos (53) Vice President 1994 164,570 444,339 329,115 1,359
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
Daniel R. DiMicco (44) Vice President 1994 157,500 425,250 314,962 1,359
(since 1992) 1993 124,500 168,806 125,027 1,929
1992 100,000 55,327 40,912 3,198
</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 4.2% for 1995 and 5%
for 1994) of each year's pre-tax earnings (as defined) in excess of an earnings
base ($126,500,000 for 1995 and $92,000,000 for 1994) 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 fifteen times,
from $500,000 to the present $126,500,000. Pursuant to the Senior Officers
Incentive Stock Plan, the above-named persons held shares of stock, which have
been issued during the 29 years since the 1966 effective inception of the Stock
Plan, and which were restricted as to transfer at December 31, 1994 (with
"value" as defined by the rules of the Securities and Exchange Commission) as
follows: Mr. Iverson, 187,881 ($10,427,396); Mr. Siegel, 100,392 ($5,571,756);
Mr. Correnti, 32,237 ($1,789,154); Mr. Roos, 30,125 ($1,671,938); Mr. DiMicco,
2,959 ($164,225).
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 1994:
STOCK OPTION GRANTS IN 1994 (NOTE)
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE
STOCK OPTIONS GRANTED IN 1994 OF STOCK OPTIONS GRANTED IN 1994
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 1,471 1.5% $57.88 February 28, 1999 $ 23,523
1,246 1.3% 68.35 August 31, 1999 23,529
Samuel Siegel 1,104 1.1% 57.88 February 28, 1999 17,654
935 0.9% 68.35 August 31, 1999 17,656
John D. Correnti 981 1.0% 57.88 February 28, 1999 15,687
831 0.8% 68.35 August 31, 1999 15,692
Larry A. Roos 736 0.7% 57.88 February 28, 1999 11,770
623 0.6% 68.35 August 31, 1999 11,765
Daniel R. DiMicco 736 0.7% 57.88 February 28, 1999 11,770
623 0.6% 68.35 August 31, 1999 11,765
<CAPTION>
10% ANNUAL
STOCK PRICE
NAME APPRECIATION
<S> <C>
F. Kenneth Iverson $ 51,980
51,994
Samuel Siegel 39,011
39,016
John D. Correnti 34,665
34,676
Larry A. Roos 26,008
25,997
Daniel R. DiMicco 26,008
25,997
</TABLE>
NOTE
119 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 1994, key employees, other than the
above-named senior officers, were granted stock options for 88,937 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
$1,539,491 at 5% annual stock price appreciation and $3,401,871 at 10% annual
stock price appreciation.
STOCK OPTION EXERCISES IN 1994
AND YEAR-END 1994 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 1994 AT YEAR-END 1994 1994
NAME SHARES ACQUIRED "VALUE" REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE
<S> <C> <C> <C> <C> <C>
F. Kenneth Iverson none none 19,237 1,246 $ 503,472
Samuel Siegel 8,724 $423,847 13,792 935 354,830
John D. Correnti none none 14,705 831 415,015
Larry A. Roos 5,016 240,728 12,127 623 353,525
Daniel R. DiMicco none none 2,665 623 21,870
<CAPTION>
NAME UNEXERCISABLE
<S> <C>
F. Kenneth Iverson none
Samuel Siegel none
John D. Correnti none
Larry A. Roos none
Daniel R. DiMicco none
</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 1994, key
employees, other than the above-named senior officers, acquired 139,037 shares
on exercise of stock options, with a "value" realized of $6,130,195. At year-end
1994, these other key employees had 510,853 unexercised stock options, 471,244
of which were exercisable and 39,609 were unexercisable. At year-end 1994, these
other key employees had unexercised in-the-money stock options, with a "value"
of $12,337,916 for exercisable stock options (no "value" 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. 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 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 fifteen
times, from $500,000 to the present $126,500,000.
All of Nucor's 119 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 Nucor's Board of Directors for the various positions held by
key employees. These 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 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
13,000%; Nucor's net earnings have increased 358,000%; Nucor's stockholders'
equity has increased 147,000%; and the total market value of Nucor's common
stock has increased 32,000%. 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, and Samuel Siegel.
STOCK PERFORMANCE GRAPH
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 1989.
The resulting cumulative total
return assumes that cash dividends
were reinvested. Nucor Common
Stock comprised 36% of the S&P
Steel Group Index at year-end 1994
(22% at year-end 1989).
(Plot Points of Performance Graph)
STOCK PERFORMANCE GRAPH
Comparison of Five Year Cumulative Return
Measurement Period Nucor S&P 500 S&P Steel Group
(year) Corporation Index
1989 100.00 100.00 100.00
1990 103.70 96.90 84.15
1991 150.45 126.42 103.41
1992 265.20 136.05 135.29
1993 359.87 149.76 178.02
1994 377.07 151.74 173.14
5
<PAGE>
PROPOSAL 2 -- STOCKHOLDER PROPOSAL
Nucor's Board of Directors recommends that Nucor's stockholders vote AGAINST
the following stockholder proposal.
A stockholder (name, address, shares held, available on request) has submitted
the following stockholder proposal and supporting statement:
STOCKHOLDER PROPOSAL
WHEREAS, all the members of the Company's Board of Directors are white men;
and
WHEREAS, there are many women and minority group members who are qualified
to serve on the Board; and
WHEREAS, the Company's shareholders, customers, employees and the community
include significant and growing number of women and minorities; and
WHEREAS, the Company could benefit from having a Board that is diversified
by race and sex because of the perspectives, opinions and experience that
women and minorities bring to the varied interests and concerns of the
Company and its shareholders, customers and employees; and
WHEREAS, in a competitive environment, a board that does not reflect the
diversity of the Company's employees, shareholders, customers and the
community where it operates could have a negative economic impact on the
Company's operations;
RESOLVED, that the shareholders request that the Company's Board of
Directors: Adopt an active policy to seek qualified women and minority
candidates for nomination to the Board of Directors, set a timetable for
implementing that policy, and report to the shareholders about what the new
policy has achieved at the next annual meeting.
STOCKHOLDER SUPPORTING STATEMENT
In order to represent the Company's shareholders effectively and
respond to the needs of its customers, employees and the community, we
believe the Board of Directors should be composed of qualified individuals
who reflect diversity of experience, age, gender and race. Although all
current Board members may be highly qualified, the arguably limited
perspective of an exclusive Board could impede its ability to act in the
best economic interests of the Company and its shareholders.
We believe the Company might find it difficult to compete successfully
in our increasingly diverse society if its Board does not reflect that
diversity but rather appears to be selected exclusively from only one group
in that society. We believe the Company should therefore respond to the
needs of its shareholders and all others it represents, including the
customers upon whom the Company depends for its economic success, by
seeking diversity on its board.
NUCOR'S BOARD OF DIRECTORS' RESPONSE TO STOCKHOLDER PROPOSAL
For the following reasons, Nucor's Board of Directors recommends that Nucor's
stockholders vote AGAINST the stockholder proposal:
Nucor's policy has always been to provide equal opportunity in its employment
practices.
Unlike other companies who maintain large boards of directors, Nucor has taken
a different approach. To maintain effectiveness and efficiency, the number of
directors has ranged from four to six and is presently five.
Individuals are selected for nomination to Nucor's small Board based on their
knowledge of Nucor and the industry in which it operates. The individuals
currently on Nucor's Board bring a collective 139 years of experience with Nucor
to bear in fulfilling their duties.
The success of Nucor under the guidance of its small Board is well documented.
Since 1965, the year present management was elected, Nucor's sales have
increased 13,000%; net earnings have increased 358,000%; stockholders' equity
has increased 147,000%; and the total market value of Nucor's common stock has
increased 32,000%.
The stockholder proposal (1) is inappropriately restrictive; (2) would unduly
limit Nucor in its selection of directors; and (3) would clearly be detrimental
to the best interests of Nucor and its stockholders.
NUCOR'S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE AGAINST THE
STOCKHOLDER PROPOSAL. Unless otherwise specified, proxies will be voted AGAINST
the stockholder proposal.
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.
By order of Nucor's Board of Directors,
F. KENNETH IVERSON
March 24, 1995 Chairman and Chief Executive Officer
6
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 101,930,479
<SECURITIES> 0
<RECEIVABLES> 273,076,128
<ALLOWANCES> 14,944,181
<INVENTORY> 243,026,854
<CURRENT-ASSETS> 638,701,397
<PP&E> 1,977,580,096
<DEPRECIATION> 614,361,328
<TOTAL-ASSETS> 2,001,920,165
<CURRENT-LIABILITIES> 382,465,202
<BONDS> 173,000,000
<COMMON> 35,803,072
0
0
<OTHER-SE> 1,105,068,852
<TOTAL-LIABILITY-AND-EQUITY> 2,001,920,165
<SALES> 2,975,596,456
<TOTAL-REVENUES> 2,975,596,456
<CGS> 2,491,759,846
<TOTAL-COSTS> 2,491,759,846
<OTHER-EXPENSES> 113,388,724
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 13,515,042
<INCOME-PRETAX> 356,932,844
<INCOME-TAX> 130,300,000
<INCOME-CONTINUING> 226,632,844
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 226,632,844
<EPS-PRIMARY> 2.60
<EPS-DILUTED> 2.59
</TABLE>
