1998
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 1998 Commission file number 1-4119
----------------- ------
NUCOR CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 13-1860817
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2100 Rexford Road, Charlotte, North Carolina 28211
- -------------------------------------------- ---------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (704) 366-7000
---------------------------
Securities registered pursuant to Section 12(b) of the act:
Name of each exchange
Title of each class on which registered
-------------------------------------- -----------------------
Common stock, par value $.40 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indication by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding twelve months, and (2) has been subject to such filing
requirements for the past 90 days: yes x no
Indication by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K: x
Aggregate market value of common stock held by non-affiliates was $3,789,516,564
at February 28, 1999.
87,269,906 Shares of common stock were outstanding at February 28, 1999.
Documents incorporated by reference include: Portions of 1998 annual report
(Parts I, II, III and IV), and proxy statement for 1999 annual stockholders'
meeting (Part III).
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<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 1998, 1997 and 1996. Nucor reports in one
segment.
Principal steel products are hot rolled steel (angles, rounds, flats,
channels, sheet, wide-flange beams, pilings, billets, blooms and beam blanks),
cold rolled steel, cold finished steel, steel joists and joist girders, steel
deck, steel fasteners and steel grinding balls. Hot rolled steel is manufactured
principally from scrap, utilizing electric furnaces, continuous casting and
automated rolling mills. Cold rolled steel, cold finished steel, steel joists
and joist girders, steel fasteners and steel grinding balls are manufactured by
further processing of hot rolled steel. Steel deck is manufactured from cold
rolled steel.
Hot rolled steel, cold rolled steel, cold finished steel, steel fasteners,
and steel grinding balls are manufactured in standard sizes and inventories are
maintained. In 1998, about 85% of hot and cold rolled steel production was sold
to non-affiliated customers; the remainder was used in the manufacture of other
steel products as described above. Hot rolled steel, cold rolled steel and cold
finished steel are sold primarily to steel service centers, fabricators and
manufacturers. Steel fasteners are sold to distributors and manufacturers, and
steel grinding balls are sold primarily to the mining industry.
Steel joists and joist girders, and steel deck are sold to general
contractors and fabricators throughout the United States. Substantially all work
is to order and no unsold inventories of finished products are maintained. All
sales contracts are firm-fixed-price contracts and are normally competitively
bid against other suppliers.
The primary raw material is ferrous scrap, which is acquired from numerous
sources throughout the country. The operating facilities are large consumers of
electricity and gas. Supplies of raw materials and energy have been, and are
expected to be, adequate to operate the facilities.
Steel products are marketed principally through in-house sales forces. The
principal competitive factors are price and service. Considerable competition
exists from numerous domestic manufacturers and foreign imports. During 1998,
imports of steel increased significantly, much of it at dumping prices. Nucor
believes that the most significant factor with respect to its competitive
position is its low cost and efficiency of its production processes. The markets
that Nucor serves are tied to capital and durable goods spending and are
affected by changes in economic conditions.
Nucor's backlog of orders was about $710,000,000 at December 31, 1998, and
about $1,070,000,000 at December 31, 1997 (all of which are normally filled
within one year).
Nucor is highly decentralized and has 25 employees in its executive offices.
All of Nucor's 7,200 employees are engaged in its steel products business.
Additional information on Nucor's business is incorporated by reference to
Nucor's 1998 annual report, pages 5, 8, 9, 10, 11 and 12.
- 2-
<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 3,380,000 Steel shapes, flat-rolled steel
Norfolk-Stanton, Nebraska 2,340,000 Steel shapes, joists, deck
Brigham City-Plymouth, Utah 1,910,000 Steel shapes, joists
Darlington-Florence, South Carolina 1,610,000 Steel shapes, joists, deck
Grapeland-Jewett, Texas 1,500,000 Steel shapes, joists, deck
Crawfordsville, Indiana 1,410,000 Flat-rolled steel
Berkeley, South Carolina 1,900,000 Steel shapes, flat-rolled steel
</TABLE>
Additional operating facilities are located in Fort Payne, Alabama, Conway,
Arkansas, Saint Joe and Waterloo, Indiana, Wilson, North Carolina, and Swansea,
South Carolina, all engaged in the manufacture of steel products. During 1998,
the average utilization rate of all operating facilities was approximately 80%
of production capacity.
Item 3. Legal Proceedings
Involvement in various judicial and administrative proceedings, as both
plaintiff and defendant, is considered immaterial, and includes matters relating
to contracts, torts, environment, taxes, and insurance.
Item 4. Submission of Matters to a Vote of Security Holders
None during quarter ended December 31, 1998.
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations
Incorporated by reference to Nucor Corporation's 1998 annual report, pages 19
and 13, 13, and 12, respectively.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
None.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to Nucor Corporation's 1998 annual report, pages 14
to 18.
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures
None.
-3-
<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 1999
annual stockholders' meeting, and page 19 of Nucor Corporation's 1998 Annual
Report.
Item 13. Certain Relationships and Related Transactions
None.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
Financial Statements and Supplementary Data:
Consolidated balance sheets........................ (Incorporated )
Consolidated statements of earnings................ (by reference )
Consolidated statements of stockholders' equity.... (to Nucor )
Consolidated statements of cash flows.............. (Corporation's 1998 )
Notes to consolidated financial statements......... (annual report, )
Independent accountants report..................... (pages 14 to 18 )
Financial Statement Schedules:
All schedules are omitted because they are not required, not applicable,
or the information is furnished in the consolidated financial statements or
notes.
Exhibits:
3 - Restated Certificate of Incorporation (incorporated by
reference to Form 10-K for year ended December 31, 1990)
3(i) - Certificate of amendment dated May 14, 1992, to Restated
Certificate of Incorporation (incorporated by reference to Form
10-K for year ended December 31, 1992)
3(ii) - By-Laws as amended January 1, 1996 (incorporated by reference
to form 10-K for year ended December 31, 1996)
3(iii) - Certificate of amendment dated May 14, 1998, to
Restated Certificate of Incorporation
11 - Computation of net earnings per share
13 - 1998 annual report (portions incorporated by reference)
21 - Subsidiaries
22 - Proxy statement for 1999 annual stockholders' meeting
23 - Independent accountants consent
24 - Powers of attorney
27 - Financial data schedule
Reports on Form 8-K:
None filed during the quarter ended December 31, 1998.
- 4 -
<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 /s/ H. David Aycock * PETER C. BROWNING
----------------------------------- ----------------------------------
H. David Aycock Peter C. Browning
Chairman Director
/s/ H. David Aycock * HARVEY B. GANTT
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H. David Aycock Harvey B. Gantt
Chairman and Director Director
/s/ John D. Correnti * VICTORIA F. HAYNES
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John D. Correnti Victoria F. Haynes
Vice Chairman, President, Director
Chief Executive Officer and Director
/s/ Samuel Siegel * JAMES D. HLAVACEK
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Samuel Siegel James D. Hlavacek
Vice Chairman, Director
Chief Financial Officer,
Treasurer, Secretary and Director
/s/ Terry S. Lisenby *BY /s/ SAMUEL SIEGEL
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Terry S. Lisenby Samuel Siegel
Vice President and Attorney-in-fact
Corporate Controller
Dated: March 24, 1999
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CERTIFICATE OF AMENDMENT
TO
RESTATED CERTIFICATE OF INCORPORATION
OF
NUCOR CORPORATION
NUCOR CORPORATION, a corporation organized and existing under the laws of
the State of Delaware, DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of Nucor Corporation,
resolutions were duly adopted setting forth a proposed amendment to the Restated
Certificate of Incorporation of Nucor Corporation, declaring said Amendment to
be advisable. The resolution setting forth said proposed Amendment is as
follows:
RESOLVED, that it is advisable and in the best interests of Nucor
Corporation to amend its Restated Certificate of Incorporation by amending
Section A of Article IV thereof, said new Section A to read as follows:
"A. The total number of shares of Common Stock which the corporation
shall have authority to issue is two hundred million (200,000,000) and
the par value of each such share is forty cents ($.40), amounting in
the aggregate to eighty million dollars ($80,000,000). The total
number of shares of Preferred Stock which the corporation shall have
the authority to issue is two hundred fifty thousand (250,000) and the
par value of each such share is four dollars ($4.00), amounting in the
aggregate to one million dollars ($1,000,000)."
SECOND: That thereafter the Board of Directors directed that said Amendment
be considered at the next annual meeting of stockholders, which was duly called
and held upon notice in accordance with Section 222 of the General Corporation
Law of the State of Delaware, at which meeting the necessary number of shares as
required by statute were voted in favor of said Amendment.
THIRD: That said Amendment was duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware.
FOURTH: That the capital of Nucor Corporation will not be reduced under or
by reason of said Amendment.
IN WITNESS WHEREOF, said NUCOR CORPORATION has caused this certificate to
be signed by Samuel Siegel, Vice Chairman of its Board of Directors, and
attested by Terry S. Lisenby, its Assistant Secretary, this 14th day of May,
1998.
NUCOR CORPORATION
[NUCOR CORPORATE SEAL APPEARS HERE]
By /s/ Samuel Siegel
---------------------------------------
(Corporate Seal) Samuel Siegel
Vice Chairman of the Board of Directors
ATTEST
/s/ Terry S. Lisenby
- -------------------------------------
Terry S. Lisenby, Assistant Secretary
EXHIBIT 11 - COMPUTATION OF NET EARNINGS PER SHARE
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
1998 1997 1996
------------ ------------ -------------
BASIC:
<S> <C> <C> <C>
Basic net earnings......................... $263,708,596 $294,482,440 $248,168,948
============ ============ ============
Average shares outstanding................. 87,861,501 87,872,485 87,685,750
========== ========== ==========
Basic net earnings per share............... $3.0014 $3.3512 $2.8302
======= ======= =======
DILUTED:
Diluted net earnings....................... $263,708,596 $294,482,440 $248,168,948
============ ============ ============
Diluted average shares outstanding:
Basic shares outstanding................. 87,861,501 87,872,485 87,685,750
Dilutive effect of employee stock options 16,693 49,832 94,951
---------- ---------- ----------
87,878,194 87,922,317 87,780,701
========== ========== ==========
Diluted net earnings per share............. $3.0008 $3.3493 $2.8271
======= ======= =======
</TABLE>
Business Review
Nucor Corporation's business is the manufacture of steel products. During
the last five years, the sales of Nucor have increased 84%, from $2,254,000,000
in 1993 to $4,151,000,000 in 1998. All of this growth has been internally
generated.
Nucor Steel
Nucor-Yamato Steel Company
Nucor Corporation operates scrap-based steel mills in eight locations.
These mills utilize modern steelmaking techniques and produce steel at a cost
competitive with steel manufactured anywhere in the world.
Production in 1998 was 9,642,000 tons, slightly less than the 9,724,000
tons in 1997. Annual production capacity has grown from 120,000 tons in 1970 to
a present total of over 12,000,000 tons.
Steel sales to outside customers in 1998 were 8,162,000 tons, 3% less than
the 8,435,000 tons in 1997. This represented about 85% of the eight mills'
production; the balance was used by the Vulcraft, Nucor Cold Finish, Nucor
Grinding Balls, Nucor Fastener, and Nucor Building Systems operations.
Vulcraft
Vulcraft is the nation's largest producer of steel joists and joist
girders. These products are produced and marketed nationally through six
Vulcraft facilities.
Steel joists and joist girders are part of support systems used
extensively in industrial, commercial and institutional buildings and, to a
lesser extent, in high-rise office buildings, apartment buildings and
single-family dwellings.
In 1998, Vulcraft produced 600,000 tons of steel joists and joist girders,
6% more than the 568,000 tons in 1997. Current annual production capacity is
more than 675,000 tons.
The Vulcraft facilities in South Carolina, Nebraska, Alabama, Texas and
Indiana also produce steel deck. This product is used extensively for floor and
roof systems. In 1998, Vulcraft's steel deck sales were 342,000 tons, a 19%
increase from 1997's 287,000 tons.
Sales of steel joists, joist girders and steel deck are dependent on the
non-residential building construction market.
Nucor Cold Finish
Nucor Cold Finish has facilities in Nebraska, South Carolina and Utah.
These facilities produce cold finished steel bars used extensively for shafting
and machined precision parts.
The expanded facility in Nebraska also produces turned, ground and
polished steel bars.
Sales in 1998 were 261,000 tons, a slight increase from 1997's 256,000
tons.
Nucor Grinding Balls
Nucor Grinding Balls produces steel grinding balls in Utah for the mining
industry, and accounts for a small percentage of Nucor Corporation's sales.
Nucor Fastener
Nucor Fastener's state-of-the-art steel bolt-making facility in Indiana has an
annual capacity of close to 75,000 tons. An additional new 40,000 tons-per-year
fastener facility in Arkansas began operations late in 1995.
Nucor Bearing Products
This North Carolina facility produces steel bearings and machined steel
parts, and accounts for a small percentage of Nucor Corporation's sales.
Nucor Building Systems
Nucor Building Systems has a modern facility to produce metal buildings
and components in Indiana. Late in the fourth quarter of 1996, operations began
at an additional new facility in South Carolina.
Finances
Capital expenditures are primarily for new facilities and expansion of
existing facilities. These expenditures were $502,900,000 in 1998 and are
anticipated to be over $425,000,000 in 1999. Funds are provided from operations
and new long-term debt.
In 1998 the ratio of long-term debt to total capital (long-term debt plus
minority interests plus stockholders' equity) was 8%, compared with 7% in 1997.
Nucor's objective is to maintain this ratio at less than 30%. Nucor Corporation
has the financial ability to borrow significant additional funds and still
maintain reasonable leverage.
Earnings
Net earnings of $3.00 per share in 1998 decreased 10% from $3.35 per share
in 1997. Earnings were 13% of average equity in 1998, compared with 17% in
1997.
5
<PAGE>
Nucor Steel
Divisions
Darlington, South Carolina
Norfolk, Nebraska
Jewett, Texas
Plymouth, Utah
Crawfordsville, Indiana
Hickman, Arkansas
Berkeley, South Carolina
The manufacture of steel is a major area of operations for Nucor
Corporation. Nucor Steel produces bars, angles, light structural, sheet, and
special steel products. In addition to selling steel on the open market, these
steel mills assure an economical supply of steel for the Vulcraft, Nucor Cold
Finish, Nucor Grinding Balls, Nucor Fastener, and Nucor Building Systems
operations.
Nucor-Yamato
Steel Company
Blytheville, Arkansas
Nucor-Yamato Steel Company produces wide-flange steel beams, pilings and
heavy structural steel products.
Operations
There are four Nucor Steel mills that produce bar and light structural
carbon and alloy steels. Nucor Steel's three newest mills produce sheet steel.
In addition, the mill in Berkeley, South Carolina produces steel beams. All
seven mills are among the most modern and efficient mills in the United States.
Steel scrap is melted in electric arc furnaces and poured into continuous
casting systems.
Highly sophisticated rolling mills convert the billets and slabs into
angles, rounds, channels, flats, sheet, beams and other products. The
operations in the rolling mills are highly automated and require fewer
operating employees than older mills.
In constructing Nucor Steel mills, capital cost per ton of capacity has
been lower than the capital cost generally required for other steel mills. The
first Nucor Steel bar mill was constructed in 1969 and has been extensively
modernized. The next three bar mills were constructed between 1973 and 1981.
The total capital cost of all four bar mills averaged less than $165 per ton of
current annual capacity.
The three Nucor Steel sheet mills were constructed between 1989 and 1996.
The total cost of these new sheet mills averaged about $295 per ton of current
annual capacity.
Total capacity of the four bar mills exceeds three million tons per year.
All Nucor Steel mills have high productivity, which results in employment
costs less than 10% of the sales dollar. This is lower than the employment
costs of integrated steel companies producing comparable products.
Employee turnover in all mills is extremely low. All employees have a
significant part of their compensation based on their productivity. Production
employees work under group incentives which provide increased earnings for
increased production. This additional compensation is paid weekly.
Steel mills are large consumers of electricity and gas. However, because
of the high efficiency of Nucor Steel mills, these energy costs were less than
10% of the sales dollar in 1998.
Scrap and scrap substitutes are the most significant element in the total
cost of steel. Their average cost in 1998 was comparable to the $145 per gross
ton in 1997.
Markets
About 80% of the seven mills' production in 1998 was sold to outside
customers and the balance was used internally by the steel joist, steel deck,
cold finish, grinding ball, fastener, and building systems operations.
In recent years, Nucor Steel's product line has been broadened to include
a wider range of chemistries and sizes of coiled sheet, angles, straight-length
and coiled rounds, channels, flats, forging billets and special small shapes.
These steel products have wide usage, including pipe, farm equipment, oil and
gas equipment, mobile homes, transmission towers, bed frames, hand tools,
automotive parts, highway signs, building construction, machinery and
industrial equipment. Nucor Steel's customers are primarily manufacturers and
steel service centers.
8
<PAGE>
Marketing
Nucor Steel uses a simpler highly competitive pricing system than the
complicated pricing structure traditional in the steel industry. All customers
in a region are charged the same published price. This allows customers to
maintain the lowest practical inventory.
Newer Facilities and Expansions
In 1989, Nucor Steel completed construction and started operation of a new
steel mill to produce hot and cold rolled sheet steel products near
Crawfordsville, Indiana. This facility utilizes a thin slab caster, and has a
lower capital cost than integrated steel mills producing these products.
In 1992, Nucor Steel completed construction and started operation of a
second new sheet mill to produce hot rolled sheet steel products near Hickman,
Arkansas.
In 1994, Nucor Steel completed construction and started operations of
expansions at both the Crawfordsville and Hickman sheet steel mills. These
expansions included additional casters and new reheat furnaces at both
facilities.
In 1996, Nucor Steel completed construction and started operations of a
third new sheet mill to produce 1,800,000 tons-per-year of hot rolled and cold
rolled sheet steel in Berkeley County, South Carolina. This new mill and
expansions at the other mills increased total sheet steel capacity to more than
5,800,000 tons per year.
Construction is substantially complete, and start-up has begun, at a major
addition to Nucor's Hickman, Arkansas steel sheet mill. This addition includes
an 800,000 tons-per-year cold rolling facility; a 500,000 tons-per-year
galvanizing facility; and associated pickling, oiling, and annealing
facilities.
Construction is also substantially complete, and start-up has begun, at
Nucor's new 500,000 tons-per-year steel beam mill in Berkeley County, South
Carolina.
Nucor-Yamato
Steel Company
In 1988, Nucor Corporation and Yamato Kogyo, one of Japan's major
producers of wide-flange beams, completed construction and started operation of
a new steel mill to produce wide-flange beams, pilings and heavy structural
steel products near Blytheville, Arkansas.
This mill uses a special continuous casting method which produces a beam
blank closer in shape to that of the finished beam than traditional methods.
In 1993, Nucor-Yamato Steel completed construction and started operation
of a major addition to its steel mill to produce larger-depth wide-flange
beams. This expansion increased annual capacity by about 80%.
This steel mill, in which Nucor Corporation has a 51% interest, now has an
annual capacity of more than 2,400,000 tons. In 1998, Nucor-Yamato Steel
shipped over 2,200,000 tons of finished and semi-finished steel products.
Outlook for the Future
The manufacture of steel will continue to be a key factor in Nucor
Corporation's future performance. Total steel production is anticipated to
increase significantly over the next several years from 1998's 9,642,000 tons.
Nucor Corporation anticipates additional steel mill expansions and the
construction of additional steel mills, which could increase annual capacity to
more than 13,000,000 tons in the next several years.
Nucor Corporation expects to continue to generate above-average earnings from
its steelmaking operations in the future.
9
<PAGE>
Vulcraft Divisions
Florence, South Carolina
Norfolk, Nebraska
Fort Payne, Alabama
Grapeland, Texas
Saint Joe, Indiana
Brigham City, Utah
Vulcraft produces steel joists, joist girders, and steel deck for building
construction. This is a major area of operations for Nucor Corporation.
Operations
There are six Vulcraft operations with total joist and joist girder
production capacity in excess of 650,000 tons per year.
The production of joists by Vulcraft in 1998 was 600,000 tons, an increase
from 1997's 568,000 tons.
Materials, primarily steel, were about 45% of the joist sales dollar in
1998. Vulcraft obtained more than 95% of its steel requirements from Nucor
Steel. For 1998, freight costs for joists and joist girders were less than 10%
of the sales dollar. Vulcraft maintains an extensive fleet of trucks to ensure
and control on-time delivery.
Almost all of the production employees of Vulcraft work with a group
incentive system, which provides increased compensation each week for increased
performance.
Steel deck is manufactured by the five Vulcraft operations in South
Carolina, Nebraska, Alabama, Texas, and Indiana. Total deck production capacity
for these facilities is more than 375,000 tons per year. In 1997, construction
was completed on a new 50,000 tons-per-year steel deck facility in Fort Payne,
Alabama; operations began in the second quarter of 1997. Coiled sheet steel was
about 60% of the steel deck sales dollar in 1998.
Markets
Joists and joist girders are used extensively as part of the support
systems in manufacturing buildings, retail stores, shopping centers,
warehouses, schools, churches, hospitals and, to a lesser extent, in
multi-story buildings, apartments and single-family dwellings. Building support
systems using joists and joist girders are frequently more economical than
other systems.
Steel joists and joist girder sales are obtained by competitive bidding.
Vulcraft quotes on an estimated 80% to 90% of the domestic buildings using
steel joists and joist girders as part of the support systems. In 1998,
Vulcraft supplied more than an estimated 40% of total domestic sales of these
products.
Steel deck is used extensively in floors and roofs. Steel deck is
specified in the vast majority of buildings using steel joists and joist
girders. Vulcraft steel deck sales increased to 342,000 tons in 1998 from
287,000 tons in 1997.
Outlook for the Future
The increased level of construction in recent years has favorably impacted
the volume of non-residential buildings supplied by Vulcraft. Vulcraft has the
available capacity to increase its production of steel joists, joist girders
and steel deck by more than 10%.
10
<PAGE>
Nucor
Cold Finish
Divisions
Norfolk, Nebraska
Darlington, South Carolina
Brigham City, Utah
Nucor Cold Finish has three facilities producing cold drawn and turned,
ground and polished steel bars. Total capacity of all three facilities is more
than 350,000 tons per year.
Cold finished steel products are used extensively for shafting and
machined precision parts. Nucor Cold Finish produces rounds, hexagons, flats
and squares in carbon and alloy steels.
All three facilities are among the most modern in the world and use
in-line electronic testing to ensure outstanding quality.
Nucor Cold Finish obtains most of its steel from nearby Nucor Steel mills.
This factor, along with its efficient newer facilities, results in highly
competitive pricing.
1998 sales of cold finished steel products were 261,000 tons, a slight
increase from 1997's 256,000 tons. The market for these products is estimated
at more than 1,000,000 tons.
Nucor Cold Finish anticipates increases in sales and earnings during the
next several years.
Nucor
Grinding Balls
Division
Brigham City, Utah
Nucor Grinding Balls produces steel grinding balls for the mining industry,
which consumes them in processing copper, iron, zinc, lead, gold, silver and
other ores.
This facility is favorably located to efficiently service its primary
market in the western states. A high degree of automation results in low costs
and highly competitive sales prices.
Nucor Grinding Balls has made significant market penetration and volume
increases in its eighteen years of operations.
Nucor Grinding Balls' total sales account for a small percentage of Nucor
Corporation's sales.
Nucor
Fastener
Divisions
Saint Joe, Indiana
Conway, Arkansas
Nucor Fastener has two facilities producing standard steel hexhead cap
screws, hex bolts, socket head cap screws, and structural bolts. Annual capacity
is more than 115,000 tons.
Nucor Fastener obtains much of its steel from Nucor Steel.
These facilities are among the most modern in the world and allow Nucor
Fastener to maintain highly competitive pricing in a market currently dominated
by foreign suppliers. These operations are highly automated and have fewer
employees than comparable facilities.
Fasteners are used in a broad range of markets, including automotive,
machine tools, farm implements, construction, and military applications.
Nucor Fastener's production capacity is less than an estimated 20% of the
total market for these products.
Nucor
Bearing
Products
Wilson, North Carolina
Nucor Bearing Products produces steel bearing components in heat-treated,
fully machined, or as-forged condition.
The facility uses just-in-time production methods to support low inventory
levels and short lead times to meet customers' delivery requirements. Quality
control systems consistent with QS-9000 are implemented to assure customers of
continuous improvement and high quality products.
Products manufactured have a wide variety of applications, including
automotive, office equipment, electric motors, farm equipment and materials
handling equipment.
All of Nucor Bearing Products sales are to the larger industrial companies
in the United States.
Nucor Bearing Products serves industry's growing need to source high
volume bearing components from outside vendors.
In 1998, Nucor Bearing Products completed construction on an expansion
that increased capacity by more than 250%.
11
<PAGE>
Nucor
Building Systems
Divisions
Waterloo, Indiana
Swansea, South Carolina
Nucor Building Systems produces pre-engineered metal building systems and
has an annual capacity of more than 105,000 tons. The size of the buildings
that can be produced ranges from less than 500 square feet to more than
1,000,000 square feet. The buildings are sold through a builder distribution
network in order to provide fast-track, customized solutions for building
owners.
Building systems sales in 1998 were 70,000 tons, 32% more than the 53,000
tons in 1997.
The use of advanced manufacturing and engineering systems has enabled
Nucor Building Systems to sustain a growth rate greater than its industry.
Nucor Building Systems has the flexibility to provide buildings with
either solid-web or open-web framing systems. The primary markets are
commercial, industrial, and institutional buildings.
Nucor Building Systems obtains a significant portion of its steel
requirements from Nucor Steel.
Analysis of
Operations
and Finances
Operations
Substantially all of the decrease in 1998 sales resulted from decreased
sales prices. The increases in 1997 and 1996 sales resulted primarily from
increased volume. The major component of cost of products sold is raw material
costs. The average price of raw materials was substantially unchanged in 1998,
1997 and 1996. The major components of marketing, administrative and other
expenses are freight and profit sharing costs. Unit freight costs increased
slightly in 1998, decreased slightly in 1997, and increased by about 5% in
1996. Profit sharing costs decreased by about 15% in 1998, increased by about
30% in 1997, and decreased by about 25% in 1996. Profit sharing costs are based
upon and fluctuate with pre-tax earnings.
Interest income, net of interest expense, increased in 1998 due to an
increase in income from short-term investments. The 1997 decrease resulted from
increased borrowings. The 1996 decrease resulted from decreased average
investments.
The decrease in 1998 earnings resulted primarily from decreased margins
and increased pre-operating and start-up costs of new facilities.
The increase in 1997 earnings resulted primarily from increased sales due
to increased volume.
The decrease in 1996 earnings resulted primarily from increased
pre-operating and start-up costs of new facilities.
Liquidity and
Capital Resources
In 1998, working capital increased 7% to $643 million, due primarily to
increased cash provided by operating activities. The current ratio was 2.3 in
1998, 2.1 in 1997, and 1.8 in 1996.
The increase in 1998 inventories was due primarily to an increase in
quantities of work-in-process and finished goods. The increase in 1997 and 1996
inventories was mainly due to increased prices and increased production levels.
Capital expenditures were $503 million in 1998, $307 million in 1997, and
$537 million in 1996. Capital expenditures are currently projected to be over
$425 million in 1999. Funds provided from operations, existing credit
facilities and new borrowings are expected to be adequate to meet future
capital expenditure and working capital requirements.
Net long-term debt borrowings were $47 million in 1998, $15 million in
1997, and $46 million in 1996. Unused long-term credit facilities total $248
million at the end of 1998. The percentage of long-term debt to total capital
was 8% in 1998, 7% in 1997, and 8% in 1996. In January 1999, Nucor issued $175
million of 6% notes due in 2009.
Year 2000 (Y2K)
Nucor has implemented a readiness program designed to have all significant
business and manufacturing systems functioning properly with respect to the Y2K
issue. Affected systems are being replaced or remediated, with testing
performed concurrently. Nucor is also reviewing the progress of significant
vendors and customers in addressing this issue. Failure by Nucor or its vendors
and customers to make material corrections could result, in some circumstances,
in an interruption of normal business operations.
12
-
<PAGE>
<TABLE>
<S> <C> <C> <C>
Six-Year
Financial Review 1998 1997 1996
For the Year
Net sales ........................... $4,151,232,283 $4,184,497,854 $3,647,030,387
Costs and expenses:
Cost of products sold .............. 3,591,782,838 3,578,941,039 3,139,157,919
Marketing, administrative
and other expenses ................ 147,973,101 145,409,693 120,387,357
Interest expense (income) .......... (3,832,252) (35,318) (283,837)
-------------- -------------- --------------
3,735,923,687 3,724,315,414 3,259,261,439
Earnings before
federal income taxes ............... 415,308,596 460,182,440 387,768,948
Federal income taxes ................ 151,600,000 165,700,000 139,600,000
-------------- -------------- --------------
Net earnings ........................ 263,708,596 294,482,440 248,168,948
Net earnings per share .............. 3.00 3.35 2.83
Dividends declared per share ........ .48 .40 .32
Percentage of earnings to sales ..... 6.4% 7.0% 6.8%
Return on average equity ............ 13.4% 16.9% 16.6%
Capital expenditures ................ 502,910,263 306,749,422 537,438,406
Depreciation ........................ 253,118,608 218,764,101 182,232,851
Sales per employee .................. 591,596 622,554 572,038
At Year End
Current assets ...................... $1,129,467,383 $1,125,508,464 $ 828,380,585
Current liabilities ................. 486,897,157 524,453,610 465,652,755
-------------- -------------- --------------
Working capital ..................... 642,570,226 601,054,854 362,727,830
Current ratio ...................... 2.3 2.1 1.8
Property, plant and equipment ....... 2,097,078,473 1,858,874,894 1,791,152,821
Total assets ........................ 3,226,545,856 2,984,383,358 2,619,533,406
Long-term debt ...................... 215,450,000 167,950,000 152,600,000
Percentage of debt to capital ...... 8.4% 7.2% 7.5%
Stockholders' equity ................ 2,072,551,781 1,876,425,866 1,609,290,193
Per share .......................... 23.73 21.32 18.33
Shares outstanding .................. 87,352,906 87,996,583 87,795,947
Stockholders ........................ 62,000 50,000 39,000
Employees ........................... 7,200 6,900 6,600
<CAPTION>
<S> <C> <C> <C>
Six-Year
Financial Review 1995 1994 1993
For the Year
Net sales ........................... $3,462,045,648 $ 2,975,596,456 $ 2,253,738,311
Costs and expenses:
Cost of products sold .............. 2,900,168,171 2,491,759,846 1,965,847,476
Marketing, administrative
and other expenses ................ 130,677,162 113,388,724 87,582,891
Interest expense (income) .......... (1,134,190) 13,515,042 13,198,337
-------------- --------------- ---------------
3,029,711,143 2,618,663,612 2,066,628,704
Earnings before
federal income taxes ............... 432,334,505 356,932,844 187,109,607
Federal income taxes ................ 157,800,000 130,300,000 63,600,000
-------------- --------------- ---------------
Net earnings ........................ 274,534,505 226,632,844 123,509,607
Net earnings per share .............. 3.14 2.60 1.42
Dividends declared per share ........ .28 .18 .16
Percentage of earnings to sales ..... 7.9% 7.6% 5.5%
Return on average equity ............ 21.9% 22.4% 14.6%
Capital expenditures ................ 263,421,786 185,324,442 364,160,462
Depreciation ........................ 173,887,657 157,652,083 122,265,448
Sales per employee .................. 570,353 502,507 384,105
At Year End
Current assets ...................... $ 830,741,318 $ 638,701,397 $ 468,231,882
Current liabilities ................. 447,136,311 382,465,202 350,490,781
-------------- --------------- ---------------
Working capital ..................... 383,605,007 256,236,195 117,741,101
Current ratio ...................... 1.9 1.7 1.3
Property, plant and equipment ....... 1,465,400,015 1,363,218,768 1,361,036,440
Total assets ........................ 2,296,141,333 2,001,920,165 1,829,268,322
Long-term debt ...................... 106,850,000 173,000,000 352,250,000
Percentage of debt to capital ...... 6.2% 11.8% 25.2%
Stockholders' equity ................ 1,382,112,159 1,122,610,257 902,166,939
Per share .......................... 15.78 12.85 10.36
Shares outstanding .................. 87,598,517 87,333,313 87,073,478
Stockholders ........................ 39,000 38,000 33,000
Employees ........................... 6,200 5,900 5,900
</TABLE>
13
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Year Ended
Consolidated Statements of Earnings December 31, 1998 1997 1996
Net sales ................................................. $4,151,232,283 $4,184,497,854 $3,647,030,387
-------------- -------------- --------------
Costs and expenses:
Cost of products sold .................................... 3,591,782,838 3,578,941,039 3,139,157,919
Marketing, administrative and other expenses ............. 147,973,101 145,409,693 120,387,357
Interest expense (income) (Note 7) ....................... (3,832,252) (35,318) (283,837)
-------------- -------------- --------------
3,735,923,687 3,724,315,414 3,259,261,439
-------------- -------------- --------------
Earnings before federal income taxes ...................... 415,308,596 460,182,440 387,768,948
Federal income taxes (Note 8) ............................ 151,600,000 165,700,000 139,600,000
-------------- -------------- --------------
Net earnings .............................................. $ 263,708,596 $ 294,482,440 $ 248,168,948
============= ============= ==============
Net earnings per share (Note 6) .......................... $ 3.00 $ 3.35 $ 2.83
============= ============= ==============
</TABLE>
See notes to consolidated financial statements.
Consolidated Statements of Stockholders' Equity
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Additional
Paid-in Treasury Stock
Common Stock Capital (at cost)
Retained
Shares Amount Earnings Shares Amount
Balances, December 31, 1995 .......... 89,756,149 $35,902,460 $48,669,443 $1,315,844,041 2,157,632 $ 18,303,785
Net earnings in 1996 ................. 248,168,948
Employee stock options ............... 121,137 48,454 3,126,446
Employee stock compensation
and service awards .................. 3,251,721 (76,293) (646,964)
Cash dividends ($.32 per share)....... (28,064,499)
----------- ----------- ----------- -------------- ----------- ------------
Balances, December 31, 1996 .......... 89,877,286 35,950,914 55,047,610 1,535,948,490 2,081,339 17,656,821
Net earnings in 1997 ................. 294,482,440
Employee stock options ............... 109,822 43,929 3,355,047
Employee stock compensation
and service awards .................. 3,638,631 (90,814) (770,103)
Cash dividends ($.40 per share)....... (35,154,477)
----------- ----------- ----------- -------------- ----------- ------------
Balances, December 31, 1997 .......... 89,987,108 35,994,843 62,041,288 1,795,276,453 1,990,525 16,886,718
Net earnings in 1998 ................. 263,708,596
Employee stock options ............... 64,677 25,871 2,943,785
Employee stock compensation
and service awards .................. 2,267,863 (81,346) (1,324,800)
Treasury stock acquired .............. 789,700 32,016,119
Cash dividends ($.48 per share)....... (42,128,881)
----------- ----------- ----------- -------------- ----------- ------------
Balances, December 31, 1998 .......... 90,051,785 $36,020,714 $67,252,936 $2,016,856,168 2,698,879 $ 47,578,037
========== =========== =========== ============== ========= ============
</TABLE>
See notes to consolidated financial statements.
14
-
<PAGE>
<TABLE>
<S> <C> <C> <C>
Consolidated Balance Sheets December 31, 1998 1997
Assets
Current assets:
Cash and short-term investments ............................ $ 308,696,460 $ 283,381,137
Accounts receivable (Note 2) ............................... 299,244,794 386,352,612
Inventories (Note 3) ....................................... 435,884,838 397,048,379
Other current assets (Note 8) .............................. 85,641,291 58,726,336
--------------- ---------------
Total current assets ...................................... 1,129,467,383 1,125,508,464
--------------- ---------------
Property, plant and equipment (Note 4) ...................... 2,097,078,473 1,858,874,894
--------------- ---------------
$3,226,545,856 $2,984,383,358
============== ==============
Liabilities and stockholders' equity
Current liabilities:
Accounts payable ........................................... $ 198,329,771 $ 260,268,115
Federal income taxes ....................................... 26,090,271 9,988,843
Salaries, wages and related accruals ....................... 113,619,322 110,730,654
Accrued expenses and other current liabilities ............. 148,857,793 143,465,998
--------------- ---------------
Total current liabilities ................................. 486,897,157 524,453,610
--------------- ---------------
Long-term debt due after one year (Note 5) .................. 215,450,000 167,950,000
--------------- ---------------
Deferred credits and other liabilities (Note 8) ............. 169,250,449 139,361,449
--------------- ---------------
Minority interests .......................................... 282,396,469 276,192,433
--------------- ---------------
Stockholders' equity (Note 6):
Common stock ............................................... 36,020,714 35,994,843
Additional paid-in capital ................................. 67,252,936 62,041,288
Retained earnings .......................................... 2,016,856,168 1,795,276,453
--------------- ---------------
2,120,129,818 1,893,312,584
Treasury stock ............................................. (47,578,037) (16,886,718)
--------------- ---------------
2,072,551,781 1,876,425,866
--------------- ---------------
$3,226,545,856 $2,984,383,358
============== ==============
See notes to consolidated financial statements.
</TABLE>
15
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Year Ended
Consolidated Statements December 31,
of Cash Flows 1998 1997 1996
Operating activities:
Net earnings ..................................................... $ 263,708,596 $ 294,482,440 $ 248,168,948
Adjustments:
Depreciation of plant and equipment ............................. 253,118,608 218,764,101 182,232,851
Deferred federal income taxes ................................... (1,000,000) (4,000,000) (8,000,000)
Minority interests .............................................. 102,469,931 90,355,944 82,569,451
Changes in:
Accounts receivable ............................................ 87,107,818 (93,714,694) (9,431,086)
Inventories .................................................... (38,836,459) (11,249,489) (79,025,506)
Accounts payable ............................................... (61,938,344) 35,898,172 9,807,373
Federal income taxes ........................................... 16,101,428 (296,986) (1,013,044)
Other .......................................................... 21,167,751 47,086,715 25,302,461
--------------- --------------- ---------------
Cash provided by operating activities ............................ 641,899,329 577,326,203 450,611,448
--------------- --------------- ---------------
Investing activities:
Capital expenditures ............................................. (502,910,263) (306,749,422) (537,438,406)
Disposition of plant and equipment ............................... 2,924,833 770,406 1,594,442
--------------- --------------- ---------------
Cash used in investing activities ................................ (499,985,430) (305,979,016) (535,843,964)
--------------- --------------- ---------------
Financing activities:
Increase in long-term debt ....................................... 47,250,000 14,850,000 46,350,000
Issuance of common stock ......................................... 6,562,319 7,807,710 7,073,585
Distributions to minority interests .............................. (96,265,895) (79,869,868) (37,521,760)
Cash dividends ................................................... (42,128,881) (35,154,477) (28,064,499)
Acquisition of treasury stock .................................... (32,016,119) - -
--------------- --------------- ---------------
Cash used in financing activities ................................ (116,598,576) (92,366,635) (12,162,674)
--------------- --------------- ---------------
Increase (decrease) in cash and short-term investments ............ 25,315,323 178,980,552 (97,395,190)
Cash and short-term investments - beginning of year ............... 283,381,137 104,400,585 201,795,775
--------------- --------------- ---------------
Cash and short-term investments - end of year ..................... $ 308,696,460 $ 283,381,137 $ 104,400,585
============== ============== ==============
See notes to consolidated financial statements.
16
</TABLE>
<PAGE>
Notes to Consolidated Financial Statements
Years Ended December 31, 1998, 1997, and 1996
1. Summary of Significant Accounting Policies:
Nucor is a manufacturer of steel products, and reports in one segment.
The consolidated financial statements include Nucor and all of its
subsidiaries. The minority interests in operations of less than 100%-owned
subsidiaries are included in cost of products sold. All significant
intercompany transactions are eliminated.
Short-term investments are recorded at cost plus accrued interest, which
approximates market, and will be converted into cash within three months from
date of purchase.
Inventories are stated at the lower of cost or market. Cost is determined
principally using the last-in, first-out (LIFO) method of accounting.
Property, plant and equipment are stated at cost. Depreciation is provided
on a straight-line basis over the estimated useful lives of the assets.
Liabilities are recorded for the estimated costs of complying with various
regulations and involvement in judicial and administrative proceedings,
including matters related to contracts, torts, environment, taxes and
insurance. Actual costs could differ from these estimates.
2. Accounts Receivable:
Accounts receivable are stated net of the allowance for doubtful accounts
of $16,275,198 in 1998 ($17,975,596 in 1997 and $14,601,574 in 1996).
3. Inventories:
Inventories consist of approximately 50% raw materials and supplies, and
50% finished and semi-finished products in 1998 (60% and 40% in 1997).
Inventories valued using the last-in, first-out (LIFO) method of accounting
represent approximately 85% of total inventories in 1998 (90% in 1997). If the
first-in, first-out (FIFO) method of accounting had been used, inventories
would have been $5,120,960 higher in 1998 ($100,575,518 higher in 1997). Use of
the lower of cost or market reduced inventories by $25,059,973 in 1998 (none in
1997).
4. Property, Plant and Equipment:
<TABLE>
<S> <C> <C>
December 31, 1998 1997
Land and improvements ................. $ 68,946,393 $ 64,925,947
Buildings and improvements ............ 313,508,450 268,343,415
Machinery and equipment ............... 2,937,690,089 2,514,340,253
Construction in process
and equipment deposits .............. 77,622,926 109,083,505
-------------- --------------
3,397,767,858 2,956,693,120
Less accumulated depreciation ......... 1,300,689,385 1,097,818,226
-------------- --------------
$2,097,078,473 $1,858,874,894
============== ==============
</TABLE>
The average annual depreciation rate was 8.3% in 1998 (8.1% in 1997 and
8.0% in 1996).
5. Long-Term Debt and Financing Arrangements:
<TABLE>
<S> <C> <C>
December 31, 1998 1997
Industrial revenue bonds,
3.5% to 8%,
due from 2003 to 2031 ......... $215,450,000 $167,950,000
============ ============
</TABLE>
Seven banks are committed to lend Nucor a total of $248,000,000 (nothing
has been borrowed), with borrowings, if any, repayable in 2003 ($20,000,000)
and 2004 ($228,000,000). These commitments cannot be withdrawn unless there is
non-compliance under the loan agreements.
Annual aggregate long-term debt maturities are: none in 2000, 2001 and
2002; and $300,000 in 2003.
In January 1999, Nucor issued $175,000,000 of 6% notes due in 2009.
6. Capital Stock:
The par value of Nucor's common stock is $.40 per share and there are
200,000,000 shares authorized.
Nucor's Key Employees' Incentive Stock Option Plans provide that common
stock options may be granted to key employees and officers at 100% of the
market value on the date of the grant. During 1998, options were granted for
203,812 shares (153,205 in 1997 and 155,287 in 1996); and options for 99,182
shares (2,401 in 1997 and 2,832 in 1996) expired or were canceled. At December
31, 1998, options for 637,998 shares (598,045 in 1997 and 557,063 in 1996) were
outstanding at an aggregate exercise price of $32,345,526 ($31,344,381 in 1997
and $26,460,148 in 1996); options for 525,203 shares (527,439 in 1997 and
474,086 in 1996) were exercisable; and 2,805,106 shares (3,000,000 in 1997 and
1,593,899 in 1996) were reserved for future grants.
250,000 shares of preferred stock, par value of $4.00 per share, are
authorized, with preferences, rights and restrictions as may be fixed by
Nucor's Board of Directors. No shares of preferred stock have been issued since
their authorization in 1964.
Nucor's basic earnings per share of common stock are based on 87,861,501
average shares outstanding in 1998 (87,872,485 in 1997 and 87,685,750 in 1996).
If all employee stock options were exercised, diluted earnings per share would
not be materially different than basic earnings per share.
17
<PAGE>
Notes to Consolidated Financial Statements
(Continued)
7. Interest Expense (Income):
Interest expense is stated net of interest income of $13,832,452 in 1998
($9,317,247 in 1997 and $7,834,720 in 1996). Interest paid was $9,362,617 in
1998 ($8,730,817 in 1997 and $6,948,333 in 1996).
8. Federal Income Taxes:
<TABLE>
<S> <C> <C> <C>
1998 1997 1996
Currently payable ......... $152,600,000 $169,700,000 $147,600,000
Deferred .................. (1,000,000) (4,000,000) (8,000,000)
------------- ------------- -------------
$151,600,000 $165,700,000 $139,600,000
============ ============ ============
</TABLE>
Current deferred federal income tax assets of approximately $85,000,000 in
1998 ($58,000,000 in 1997) relate primarily to differences between financial
and tax reporting of inventories and accrued expenses. Non-current deferred
federal income tax liabilities of approximately $85,000,000 in 1998
($59,000,000 in 1997) relate primarily to differences between financial and tax
reporting of depreciation. Federal income taxes paid were $158,700,000 in 1998
($175,900,000 in 1997 and $152,900,000 in 1996).
9. Quarterly Information (Unaudited):
<TABLE>
<S> <C> <C> <C> <C>
First Second Third Fourth
1998 Quarter Quarter Quarter Quarter
Net sales ............ $1,138,862,155 $1,128,350,083 $1,010,961,380 $ 873,058,665
Gross margin ......... 139,356,182 152,045,575 141,508,686 126,539,002
Net earnings ......... 65,137,513 72,226,010 65,125,913 61,219,160
Net earnings
per share .......... .74 .82 .74 .70
1997
Net sales ............ $1,010,489,815 $1,035,090,608 $1,101,620,966 $1,037,296,465
Gross margin ......... 136,400,144 152,849,975 165,371,473 150,935,223
Net earnings ......... 65,011,514 72,994,892 79,984,324 76,491,710
Net earnings
per share .......... .74 .83 .91 .87
</TABLE>
Independent
Accountants
Report
PricewaterhouseCoopers LLP
February 3, 1999
Stockholders and
Board of Directors
Nucor Corporation
In our opinion, the accompanying consolidated balance sheets and
the related consolidated statements of earnings, stockholders'
equity and cash flows present fairly, in all material respects, the
financial position of Nucor Corporation and subsidiaries as of
December 31, 1998 and 1997, and the results of their operations and
their cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting
principles. These financial statements are the responsibility of
Nucor's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for the opinion expressed
above.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
18
<PAGE>
Board of Directors
and Executive Management
Board of Directors
<TABLE>
<S> <C>
H. David Aycock Victoria F. Haynes
Chairman, Chief Technical Officer,
Nucor Corporation The B. F. Goodrich Company
Peter C. Browning James D. Hlavacek
President and Managing Director,
Chief Executive Officer, Market Driven Management
Sonoco Products Company
Samuel Siegel
John D. Correnti Vice Chairman,
Vice Chairman, President Chief Financial Officer,
and Chief Executive Officer, Treasurer and Secretary,
Nucor Corporation Nucor Corporation
Harvey B. Gantt
Partner, Gantt Huberman Architects
</TABLE>
Executive Management
Executive Offices
<TABLE>
<S> <C>
H. David Aycock Daniel R. DiMicco
Chairman Vice President, General Manager of
Nucor-Yamato Steel Company,
Blytheville, Arkansas
John D. Correnti
Vice Chairman, President
and Chief Executive Officer John J. Ferriola
Vice President, General Manager of
Samuel Siegel Nucor Steel Division,
Vice Chairman, Chief Financial Officer, Crawfordsville, Indiana
Treasurer and Secretary
Ladd R. Hall
D. Michael Parrish Vice President, General Manager of
Executive Vice President - Nucor Steel Division,
Steel Products Darlington, South Carolina
Joseph A. Rutkowski
Executive Vice President - Donald N. Holloway
Steel Mills Vice President, General Manager of
Vulcraft Division,
Terry S. Lisenby Norfolk, Nebraska
Vice President, Corporate Controller
Kenneth H. Huff
LeRoy C. Prichard Vice President, General Manager of
Vice President, Steel Technologies Nucor Steel Division,
Jewett, Texas
Operations
Douglas J. Jellison
James R. Beard General Manager of
General Manager of Nucor Bearing Products,
Vulcraft Division, Wilson, North Carolina
Brigham City, Utah
Hamilton Lott, Jr.
A. Jay Bowcutt Vice President, General Manager of
Vice President, General Manager of Vulcraft Division,
Nucor Steel Division, Florence, South Carolina
Plymouth, Utah
Harry R. Lowe
James E. Campbell Vice President, General Manager of
Vice President, General Manager of Nucor Building Systems Divisions,
Vulcraft Division, Waterloo, Indiana and
Fort Payne, Alabama Swansea, South Carolina
David Chase
General Manager of Rodney B. Mott
Nucor Steel Division, Vice President, General Manager of
Hickman, Arkansas Nucor Steel Division,
Berkeley, South Carolina
James R. Darsey
Vice President, General Manager of James W. Ronner
Vulcraft Division, Vice President, General Manager of
Grapeland, Texas Vulcraft Division,
Saint Joe, Indiana
Giffin Daughtridge
General Manager of R. Joseph Stratman
Nucor Steel Division, Vice President, General Manager of
Hertford, North Carolina Nucor Steel Division,
Norfolk, Nebraska
Jerry V. DeMars
Vice President, General Manager of
Nucor Fastener Divisions,
Saint Joe, Indiana and
Conway, Arkansas
</TABLE>
Corporate and Stock Data
<TABLE>
<S> <C>
Executive Offices Stock Transfers
Dividend Disbursing
2100 Rexford Road Dividend Reinvestment
Charlotte, North Carolina 28211
Phone 704/366-7000
Fax 704/362-4208 American Stock Transfer
& Trust Company
40 Wall Street
New York, New York 10005
Annual Meeting Phone 800/937-5449
Place - Fax 718/236-2641
Chase Manhattan Bank
270 Park Avenue
(between 47th Stock Listing
and 48th Streets) New York Stock Exchange
Room C on 11th Floor Trading Symbol - NUE
New York City
Time and Date -
1:30 P.M., Thursday,
May 13, 1999
</TABLE>
Stock Price and Dividends Paid:
<TABLE>
<S> <C> <C> <C> <C>
First Second Third Fourth
Quarter Quarter Quarter Quarter
1998
Stock Price:
High ................. $ 57.38 $ 60.63 $ 46.50 $ 48.38
Low .................. 44.06 44.75 35.25 37.50
Dividends Paid ......... .10 .12 .12 .12
1997
Stock Price:
High ................. $ 55.50 $ 59.50 $ 62.94 $ 57.06
Low .................. 45.25 44.75 51.75 45.56
Dividends Paid ......... .08 .10 .10 .10
</TABLE>
10-K and 11-Year Data
Copies of (1) Form 10-K for 1998 filed with the Securities and
Exchange Commission, and (2) various financial and statistical
data for the years 1988 to 1998, are available on request.
Internet Data
Various data is available on Nucor's web site www.nucor.com.
19
EXHIBIT 21 - SUBSIDIARIES
Nucor-Yamato Steel Company, a Delaware limited partnership.
All other subsidiaries are not significant.
NUCOR CORPORATION
2100 Rexford Road Charlotte, North Carolina 28211 Phone 704/366-7000
Fax 704/362-4208
NOTICE OF 1999 ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
ANNUAL MEETING
The 1999 annual meeting of stockholders of Nucor Corporation will be held
in Room C on the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between
47th and 48th Streets), New York City, at 1:30 p.m. on Thursday, May 13, 1999,
to elect two directors for three years (and to conduct such other business as
may properly come before the meeting).
Stockholders of record at the close of business on March 15, 1999, are
entitled to notice of and to vote at the meeting.
It is important that you vote. Please sign and promptly return the
enclosed proxy card, in the enclosed envelope, to ensure that you will be
represented at the meeting. Your prompt attention is requested.
By order of the Board of Directors,
SAMUEL SIEGEL
Vice Chairman and Chief Financial Officer,
March 22, 1999 Treasurer and Secretary
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
GENERAL INFORMATION
The enclosed proxy is being solicited by the Board of Directors of Nucor
Corporation for use at the 1999 annual meeting of stockholders to be held on
Thursday, May 13, 1999, and any adjournment. The proxy may be revoked by the
stockholder by letter to the Secretary of Nucor received before the meeting, or
by utilizing a ballot at the meeting. In addition to solicitation by mail,
arrangements may be made with third parties, including brokerage firms and
other custodians, nominees, and fiduciaries, the cost of which will by paid by
Nucor.
The total number of outstanding shares of common stock as of February 28,
1999 was 87,269,906. Only stockholders of record at the close of business on
March 15, 1999 are entitled to notice of, and to vote at, the meeting. A
majority of the outstanding shares constitutes a quorum. In voting on matters
other than the election of directors, each stockholder has one vote for each
share of stock held. With respect to the election of directors, stockholders
have cumulative voting rights, which means that each stockholder has the number
of votes equal to the number of shares held times the number of directors to be
elected. Abstentions and broker non-votes are counted for purposes of
determining the presence or absence of a quorum. For matters other than the
election of directors, abstentions are counted in tabulations of votes cast on
proposals presented to stockholders, and have the effect of voting against such
proposals; broker non-votes are not counted for purposes of determining whether
a proposal has been approved. Directors are elected by plurality vote; thus,
any shares not voted (abstention, broker non-vote or otherwise) have no effect.
Unless otherwise specified, matters other than the election of directors
require the vote of a majority of the shares represented at the meeting. The
shares represented by the enclosed proxy will be voted if the proxy is properly
signed and received prior to the meeting, and is not revoked by the
stockholder, and will give to the persons appointed as proxies the
discretionary authority to cumulate votes.
At December 31, 1998, State Farm Mutual Automobile Insurance Company and
related entities beneficially owned, with voting and investment power,
7,522,126 shares (8.61%); FMR Corporation (Fidelity Funds) beneficially owned,
with voting and investment power, 6,562,353 shares (7.51%); and AMVESCAP PLC
(Invesco Funds) and related entities beneficially owned, with voting and
investment power, 7,162,775 shares (8.20%); of the outstanding common stock of
Nucor.
The 1998 annual report of Nucor, including financial statements, is being
mailed to all stockholders of record together with this proxy statement. Any
stockholder proposal intended to be included in Nucor's proxy statement for its
2000 annual meeting of stockholders must be received by Nucor not later than
November 22, 1999.
1
<PAGE>
ELECTION OF DIRECTORS
Nucor's Board of Directors recommends that Nucor's stockholders vote FOR
the election of directors.
Nucor's Board of Directors is divided into three classes. The terms of two
directors, Peter C. Browning and Victoria F. Haynes, expire in 1999, and
therefore two places on Nucor's Board are to be filled at the 1999 annual
meeting of stockholders. It is intended that votes will be cast pursuant to the
enclosed proxy (unless authority is specifically withheld) for re-election of
Mr. Browning and Ms. Haynes as directors for terms expiring in 2002 and until
their successors are elected and qualified. They have agreed to continue to
serve as directors if elected. If they should become unable to serve, the
enclosed proxy will be voted for the election of such other persons, if any, as
Nucor's Board of Directors may designate.
Nucor's Board of Directors recommends a vote FOR the election of
directors. Unless otherwise specified, proxies will be voted FOR the election
of directors.
The following table sets forth certain information about all of the
directors, as of February 28, 1999:
<TABLE>
<CAPTION>
Common stock
"beneficially
Principal occupation owned"(and
and directorship in other Director Term percent of
Name (and age) public companies since expires class) (Note)
<S> <C> <C> <C> <C> <C>
H. David Aycock (68) Chairman of Nucor (effective January 1, 1999); 1971 2000 625,391 (0.72%)
Former President of Nucor (until 1991);
Director, Bowater Incorporated
Peter C. Browning (57) President and Chief Executive Officer, 1999 1999 560 --
Sonoco Products Company; Director,
Wachovia Corporation and Lowe's Companies, Inc.
John D. Correnti (51) Vice Chairman, President and Chief Executive Officer 1992 2001 56,181 (0.06%)
of Nucor; Director, Harnischfeger Industries, Inc.
and Navistar International Corporation
Harvey B. Gantt (56) Partner, Gantt Huberman Architects 1999 2000 none --
Victoria F. Haynes (51) Chief Technical Officer, The B.F. Goodrich Company; 1999 1999 none --
Director, The Lubrizol Corporation
James D. Hlavacek (55) Managing Director, Market Driven Management 1996 2001 1,700 --
Samuel Siegel (68) Vice Chairman, Chief Financial Officer, 1968 2000 320,400 (0.37%)
Treasurer and Secretary of Nucor
All 25 directors and senior officers as a group (including those named above) 1,632,687 (1.87%)
</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. Aycock, none; Mr. Correnti, 14,778; Mr. Siegel,
12,929; all directors and senior officers as a group (including those named
above), 176,109. The above-named persons had sole voting and investment power
(and shared voting and investment power) over shares "beneficially owned", as
follows: Mr. Aycock, 493,091 (132,300); Mr. Browning, 560 (none); Mr. Correnti,
56,181 (none); Mr. Gantt, none; Ms. Haynes, none; Mr. Hlavacek, 1,700 (none);
Mr. Siegel, 260,430 (59,970); all directors and senior officers as a group
(including those named above) 1,421,511 (211,176).
The Board of Directors of Nucor had nine meetings during 1998. The Board
has a standing Audit Committee with the following functions: ratify the
selection of the independent auditor; review the overall plan and scope of the
annual audit; review annual financial statements; review the results of the
annual audit; inquire into important accounting, reporting, control and audit
matters; and report and make recommendations to the full Board. The members of
the Audit Committee are Mr. Browning, Mr. Gantt, Ms. Haynes and Mr. Hlavacek.
The Audit Committee held two meetings during 1998. The Board of Directors does
not have a nominating or compensation committee; the Board itself performs
these functions. Directors who are not senior officers are paid standard
directors' fees of $7,500 quarterly and $1,000 for each meeting attended.
All three new directors were elected by Nucor's Board of Directors in
March 1999. Mr. Browning is President and Chief Executive Officer of Sonoco
Products Company and has been a senior officer since 1993. He was previously
President, Chairman and Chief Executive Officer of National Gypsum Company. Mr.
Gantt has been a partner of Gantt Huberman Architects, a professional
architectural firm, for more than 25 years. He has served as Mayor of the City
of Charlotte, North Carolina. Ms. Haynes is Chief Technical Officer of The B.F.
Goodrich Company, and Vice President of its Advanced Technology Group. She was
Vice President of Research and Development upon joining Goodrich in 1992.
2
<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 1998:
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation Long-Term Compensation
-------------------------- ------------------------
Cash Stock Stock
Incentive Incentive Options
Base Compensation Compensation Granted
Name (and age) Principal Positions(s) Year Salary (Note) (Note) (shares)
<S> <C> <C> <C> <C> <C> <C>
F. Kenneth Iverson (73) Chairman 1998 $355,000 $ 366,124 $ 271,178 5,026
(until December 31, 1998) 1997 345,161 536,722 397,564 3,783
1996 333,150 485,985 359,958 3,941
1995 322,500 840,572 622,605 3,243
1994 312,225 843,007 624,431 2,171
John D. Correnti (51) Vice Chairman, President, 1998 355,000 366,124 271,178 5,026
Chief Executive Officer 1997 305,416 474,919 351,763 3,310
(since 1996); 1996 280,392 409,024 302,940 3,449
previously President and 1995 242,300 631,537 467,797 2,162
Chief Operating Officer 1994 234,600 633,420 469,197 1,812
Samuel Siegel (68) Vice Chairman, 1998 270,000 278,460 206,259 3,769
Chief Financial Officer, 1997 259,325 403,248 298,668 2,837
Treasurer and Secretary 1996 250,350 365,200 270,504 2,955
1995 242,300 631,537 467,797 2,433
1994 234,600 633,420 469,197 2,039
D. Michael Parrish (46) Executive Vice President 1998 203,452 209,827 155,397 2,513
(since 1998); 1997 181,846 282,769 209,435 1,891
previously Vice President 1996 163,085 237,901 176,205 1,970
1995 150,445 392,124 290,424 1,622
1994 136,000 367,200 271,950 1,359
Daniel R. DiMicco (48) Vice President 1998 201,000 207,298 153,538 2,513
1997 194,835 302,967 224,412 1,891
1996 185,666 270,842 200,583 1,970
1995 174,900 455,864 337,666 1,622
1994 157,500 425,250 314,962 1,359
</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 3.5% for 1999 and
1998) of each year's pre-tax earnings (as defined) in excess of an earnings
base ($240,000,000 for 1999 and 1998) is payable to senior officers, partly in
cash and partly in stock, as incentive compensation. The cash and stock are
allocated for each year to senior officers according to base salary. Since the
inception of the Senior Officers Incentive Plans in 1966, the earnings base
(below which nothing is payable) has been increased eighteen times, from
$500,000 to the present $240,000,000. Pursuant to the Senior Officers Incentive
Stock Plan, the above-named persons held shares of stock, which have been
issued during the 33 years since the 1966 effective inception of the Stock
Plan, and which were restricted as to transfer at December 31, 1998 (with
"value" as defined by the rules of the Securities and Exchange Commission) as
follows: Mr. Iverson, none; Mr. Correnti, 40,929 ($1,770,179); Mr. Siegel,
13,096 ($566,402); Mr. Parrish, 16,405 ($709,516); Mr. DiMicco, 16,575
($716,869).
Mr. Iverson was a co-founder of Nucor in its present form, and served as a
senior officer for more than 36 years, until his retirement on December 31,
1998. Mr. Iverson will receive $500,000 per year as consideration for his
agreement not to compete with Nucor for five years.
3
<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 1998:
Stock Option Grants in 1998 (Note)
<TABLE>
<CAPTION>
Potential Realizable Value
of Stock Options Granted in
Stock Options Granted in 1998 1998
---------------------------------------------------------- ----------------------------
Number Percent of Total 5% Annual 10% Annual
of Granted to Exercise Expiration Stock Price Stock Price
Name Shares All Employees Price Date Appreciation Appreciation
<S> <C> <C> <C> <C> <C> <C>
F. Kenneth Iverson 2,126 1.0% $ 51.74 February 28, 2005 $44,781 $104,358
2,900 1.4% 37.92 August 31, 2005 44,768 104,329
John D. Correnti 2,126 1.0% 51.74 February 28, 2005 44,781 104,358
2,900 1.4% 37.92 August 31, 2005 44,768 104,329
Samuel Siegel 1,594 0.8% 51.74 February 28, 2005 33,575 78,244
2,175 1.1% 37.92 August 31, 2005 33,576 78,246
D. Michael Parrish 1,063 0.5% 51.74 February 28, 2005 22,390 52,179
1,450 0.7% 37.92 August 31, 2005 22,384 52,164
Daniel R. DiMicco 1,063 0.5% 51.74 February 28, 2005 22,390 52,179
1,450 0.7% 37.92 August 31, 2005 22,384 52,164
</TABLE>
Note
137 key employees, including senior officers, participate in Nucor's Key
Employees Incentive Stock Option Plans, pursuant to which stock options are
granted at 100% of the market value on the date of grant. During 1998, key
employees, other than the above-named senior officers, were granted stock
options for 184,965 shares (91% of the total stock options granted to all
employees), at the same exercise prices and expiration dates as the above-named
senior officers. The potential realizable value of stock options granted to
these other key employees was $3,297,064 at 5% annual stock price appreciation
and $7,683,560 at 10% annual stock price appreciation.
Stock Option Exercises in 1998
and Year-End 1998 Stock Option Data (Note)
<TABLE>
<CAPTION>
Number of Unexercised "Value" of Unexercised
Stock Options In-the-Money Stock Options
Stock Options Exercised in 1998 at Year-End 1998 at Year-End 1998
------------------------------------ ----------------------------- ----------------------------
Name Shares Acquired "Value" Realized Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
F. Kenneth Iverson 1,982 $ 9,890 15,810 none none none
John D. Correnti 1,322 11,422 12,859 2,900 none $15,457
Samuel Siegel 1,488 9,350 11,858 2,175 none 11,593
D. Michael Parrish 937 13,225 7,905 1,450 none 7,729
Daniel R. DiMicco none none 7,905 1,450 none 7,729
</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 1998, key
employees, other than the above-named senior officers, acquired 58,948 shares
on exercise of stock options, with a "value" realized of $408,095. At year-end
1998, these other key employees had 573,686 unexercised stock options, 468,866
of which were exercisable and 104,820 were unexercisable. At year-end 1998,
these other key employees had unexercised in-the-money stock options, with a
"value" of none for exercisable stock options, and $558,691 for unexercisable
stock options.
4
<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, assets and capital
comparable to Nucor. Nucor's Board of Directors then sets the base salaries of
Nucor's chief executive officer and senior officers at a low level compared
with the median for comparable positions in such other manufacturing companies.
Nucor's Board of Directors then also sets the earnings base for the Senior
Officers Incentive Plans (below which nothing is payable), taking into
consideration Nucor's growth, profitability and capital. Since the inception of
the Senior Officers Incentive Plans in 1966, this earnings base (below which
nothing is payable) has been increased eighteen times, from $500,000 to the
present $240,000,000.
All of Nucor's 137 key employees, including senior officers, participate
in Nucor's Key Employees Incentive Stock Option Plans. Under the Incentive
Stock Option Plans, stock options are granted at 100% of the market value on
the date of grant. Stock option grants to Nucor's chief executive officer and
senior officers are substantially below the median for comparable positions in
manufacturing companies with sales, assets and capital comparable to Nucor. The
dollar amount of options granted for key employees is established by Nucor's
Board of Directors. The Incentive Stock Option Plans provide incentive for all
key employees, including the chief executive officer and senior officers, by
further identifying their interests with those of Nucor's stockholders, since
these key employees benefit only if Nucor's stockholders benefit by increases
in Nucor's stock price.
Nucor's senior officers do not participate in Nucor's Profit Sharing
Plans. Nucor's senior officers do not participate in any pension plan.
Nucor has received commendations for its long-term policy (more than 30
years) of linking senior officers compensation to Nucor's performance. Since
Nucor's present management was elected in late 1965, Nucor's sales have
increased 19,000%; Nucor's net earnings have increased 417,000%; Nucor's
stockholders' equity has increased 272,000%; and the total market value of
Nucor's common stock has increased 25,000%. Nucor's entire Board of Directors
performs the functions of determining senior officers' compensation and
rendering this report. Members of the current Board who performed these
functions for 1998 were: H. David Aycock, John D. Correnti, James D. Hlavacek,
and Samuel Siegel.
STOCK PERFORMANCE GRAPH
[PERFORMANCE GRAPH APPEARS HERE WITH THE FOLLOWING PLOT POINTS]
Nucor S&P Steel Group S&P 500
1993 100.00 100.00 100.00
1994 104.78 97.26 101.32
1995 108.67 90.19 139.40
1996 97.61 80.52 171.40
1997 93.20 81.92 228.59
1998 84.32 71.01 293.91
This graphic comparison
assumes the investment of
$100 in Nucor Common Stock,
$100 in the S&P 500 Index,
and $100 in the S&P Steel
Group Index, all at year-end
1993. The resulting
cumulative total return
assumes that cash dividends
were reinvested. Nucor Common
Stock comprised 31% of the
S&P Steel Group Index at
year-end 1998 (35% at
year-end 1993).
5
<PAGE>
OTHER MATTERS
Nucor's Board of Directors does not intend to present any matters to the
meeting other than as set forth above, and knows of no other matter to be
brought before the meeting. However, if any other matter comes before the
meeting, or any adjournment, it is intended that the persons named in the
enclosed proxy will vote such proxy according to their best judgement.
Nucor's financial statements are audited by PricewaterhouseCoopers LLP. A
representative of that firm will be present at the meeting with an opportunity
to make a statement and answer appropriate questions.
By order of the Board of Directors,
H. DAVID AYCOCK
March 22, 1999 Chairman
PLEASE SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD
IN THE ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
6
<PAGE>
NUCOR CORPORATION
PROXY 2100 Rexford Road, Charlotte, North Carolina 28211
Phone (704) 366-7000 Fax (704) 362-4208
Proxy solicited on behalf of Board of Directors for 1999 annual meeting of
stockholders, to be held at 1:30 P.M. on Thursday, May 13, 1999, in Room C on
the 11th Floor of Chase Manhattan Bank, 270 Park Avenue (between 47th and 48th
Streets), New York City.
H. David Aycock and Samuel Siegel, or either of them, with power of
substitution, are appointed proxies to vote all shares of the undersigned at the
1999 annual meeting of stockholders, and any adjournment, on the following
proposal, as set forth in the proxy statement, and upon such other matters as my
properly come before the meeting:
Elect two directors for three years
(Nucor's Board of Directors recommends a vote FOR).
---
THIS PROXY WILL BE VOTED FOR THE PROPOSAL, UNLESS OTHERWISE INDICATED.
---
PLEASE SIGN AND DATE ON THE OTHER SIDE.
<PAGE>
Please sign, date, detach and mail
the proxy card below
as soon as possible!
----------
Annual Meeting of Stockholders
NUCOR CORPORATION
May 13, 1999
Please Detach and Mail in the Envelope Provided
- --------------------------------------------------------------------------------
A [X} PLEASE MARK YOUR
VOTES AS IN THIS
EXAMPLE.
Nucor's Board of Directors recommends that you vote FOR
---
Vote
For Withheld
Elect [ ] [ ] NOMINEES:
as directors Peter C. Browning
the two Victoria F. Haynes
nominees
(To withhold your vote for either nominee, strike a line through that
persons name)
THIS PROXY WILL BE VOTED FOR THE PROPOSAL UNLESS OTHERWISE INDICATED. IF YOU
WISH TO FOLLOW THE RECOMMENDATION OF NUCOR'S BOARD OF DIRECTORS, IT IS NOT
NECESSARY TO CHECK ANY OF THE BOXES.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE. NO POSTAGE REQUIRED.
Signed Dated , 1999
------------------------------------------ --------------
(Please sign your name exactly as printed)
- --------------------------------------------------------------------------------
EXHIBIT 23
TO NUCOR CORPORATION
1998 FORM 10-K
PricewaterhouseCoopers LLP
NationsBank Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28202
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statements of
Nucor Corporation on Form S-8, Numbers 2-84117 (including 2-50058), 2-51735,
33-27120 (including 2-55941 and 2-69914), and 33-56649, and Form S-3, Number
33-47313, of our report dated February 3, 1999, on our audits of the
consolidated financial statements of Nucor Corporation as of December 31, 1998
and 1997, and for each of the three years in the period ended December 31, 1998,
which report is incorporated by reference in this Annual Report on Form 10-K.
/s/ PricewaterhouseCoopers LLP
Charlotte, North Carolina
March 24, 1999
LIMITED POWER OF ATTORNEY
NUCOR CORPORATION FORM 10-K ANNUAL REPORTS
KNOW ALL MEN BY THESE PRESENTS:
That I, Peter C. Browning, the Grantor, do by these presents hereby make,
constitute and appoint H. David Aycock, John D. Correnti, Samuel Siegel and
Terry S. Lisenby, or any of them, true and lawful attorneys-in-fact for me and
in my name, place and stead, to sign my name in the capacity stated and where
required to all Form 10-K Annual Reports of Nucor Corporation (commencing with
the Report for calendar year 1998) filed with the Securities and Exchange
Commission, and any and all amendments thereto.
Granting and giving unto my attorneys-in-fact authority and power to do and
perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of
March, 1999.
/s/ Peter C. Browning
-----------------------------------
Peter C. Browning
STATE OF North Carolina )
) ss:
COUNTY OF Mecklenburg )
I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that Peter C. Browning, the grantor of the
foregoing Limited Power of Attorney, bearing date on the 15th day of March,
1999, personally appeared before me in this jurisdiction, being personally well
known to me as the person who executed the said instrument, and acknowledged the
same to be the act and deed of the grantor.
Given under my hand and seal this 15th day of March, 1999.
[NOTARY SEAL APPEAR HERE] /s/ Kelly J. Wilmoth
-----------------------------------------
Notary Public
My commission expires on August 23, 2003
<PAGE>
LIMITED POWER OF ATTORNEY
NUCOR CORPORATION FORM 10-K ANNUAL REPORTS
KNOW ALL MEN BY THESE PRESENTS:
That I, Harvey B. Gantt, the Grantor, do by these presents hereby make,
constitute and appoint H. David Aycock, John D. Correnti, Samuel Siegel and
Terry S. Lisenby, or any of them, true and lawful attorneys-in-fact for me and
in my name, place and stead, to sign my name in the capacity stated and where
required to all Form 10-K Annual Reports of Nucor Corporation (commencing with
the Report for calendar year 1998) filed with the Securities and Exchange
Commission, and any and all amendments thereto.
Granting and giving unto my attorneys-in-fact authority and power to do and
perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of
March, 1999.
/s/ Harvey B. Gantt
-----------------------------------
Harvey B. Gantt
STATE OF North Carolina )
) ss:
COUNTY OF Mecklenburg )
I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that Harvey B. Gantt, the grantor of the foregoing
Limited Power of Attorney, bearing date on the 15th day of March, 1999,
personally appeared before me in this jurisdiction, being personally well known
to me as the person who executed the said instrument, and acknowledged the same
to be the act and deed of the grantor.
Given under my hand and seal this 15th day of March, 1999.
[NOTARY SEAL APPEAR HERE] /s/ Kelly J. Wilmoth
-----------------------------------------
Notary Public
My commission expires on August 23, 2003
<PAGE>
LIMITED POWER OF ATTORNEY
NUCOR CORPORATION FORM 10-K ANNUAL REPORTS
KNOW ALL MEN BY THESE PRESENTS:
That I, Victoria F. Haynes, the Grantor, do by these presents hereby make,
constitute and appoint H. David Aycock, John D. Correnti, Samuel Siegel and
Terry S. Lisenby, or any of them, true and lawful attorneys-in-fact for me and
in my name, place and stead, to sign my name in the capacity stated and where
required to all Form 10-K Annual Reports of Nucor Corporation (commencing with
the Report for calendar year 1998) filed with the Securities and Exchange
Commission, and any and all amendments thereto.
Granting and giving unto my attorneys-in-fact authority and power to do and
perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of
March, 1999.
/s/ Victoria F. Haynes
-----------------------------------
Victoria F. Haynes
STATE OF North Carolina )
) ss:
COUNTY OF Mecklenburg )
I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that Victoria F. Haynes, the grantor of the
foregoing Limited Power of Attorney, bearing date on the 15th day of March,
1999, personally appeared before me in this jurisdiction, being personally well
known to me as the person who executed the said instrument, and acknowledged the
same to be the act and deed of the grantor.
Given under my hand and seal this 15th day of March, 1999.
[NOTARY SEAL APPEAR HERE] /s/ Kelly J. Wilmoth
-----------------------------------------
Notary Public
My commission expires on August 23, 2003
<PAGE>
LIMITED POWER OF ATTORNEY
NUCOR CORPORATION FORM 10-K ANNUAL REPORTS
KNOW ALL MEN BY THESE PRESENTS:
That I, James D. Hlavacek, the Grantor, do by these presents hereby make,
constitute and appoint H. David Aycock, John D. Correnti, Samuel Siegel and
Terry S. Lisenby, or any of them, true and lawful attorneys-in-fact for me and
in my name, place and stead, to sign my name in the capacity stated and where
required to all Form 10-K Annual Reports of Nucor Corporation (commencing with
the Report for calendar year 1998) filed with the Securities and Exchange
Commission, and any and all amendments thereto.
Granting and giving unto my attorneys-in-fact authority and power to do and
perform any and all other acts necessary or incident to the performance and
execution of the powers herein expressly granted, with power to do and perform
all acts authorized hereby, as fully as to all intents and purposes as I, the
grantor, might or could do if personally present, with full power of
substitution.
IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of
March, 1999.
/s/ James D. Hlavacek
-----------------------------------
James D. Hlavacek
STATE OF North Carolina )
) ss:
COUNTY OF Mecklenburg )
I, Kelly J. Wilmoth, a Notary Public in and for the State and County
aforesaid, do hereby certify that James D. Hlavacek, the grantor of the
foregoing Limited Power of Attorney, bearing date on the 15th day of March,
1999, personally appeared before me in this jurisdiction, being personally well
known to me as the person who executed the said instrument, and acknowledged the
same to be the act and deed of the grantor.
Given under my hand and seal this 15th day of March, 1999.
[NOTARY SEAL APPEAR HERE] /s/ Kelly J. Wilmoth
-----------------------------------------
Notary Public
My commission expires on August 23, 2003
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
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<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<CASH> 308,696,460
<SECURITIES> 0
<RECEIVABLES> 299,244,794
<ALLOWANCES> 16,275,198
<INVENTORY> 435,884,838
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<PP&E> 3,397,767,858
<DEPRECIATION> 1,300,689,385
<TOTAL-ASSETS> 3,226,545,856
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<BONDS> 215,450,000
<COMMON> 36,020,714
0
0
<OTHER-SE> 2,036,531,067
<TOTAL-LIABILITY-AND-EQUITY> 3,226,545,856
<SALES> 4,151,232,283
<TOTAL-REVENUES> 4,151,232,283
<CGS> 3,591,782,838
<TOTAL-COSTS> 3,591,782,838
<OTHER-EXPENSES> 147,973,101
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> (3,832,252)
<INCOME-PRETAX> 415,308,596
<INCOME-TAX> 151,600,000
<INCOME-CONTINUING> 263,708,596
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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<NET-INCOME> 263,708,596
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