-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, R24jBgydFA5JOvBJIDfUjrk4GGJRAcpbSCkJVNayq6VLvQMX1skt6rvlYNBIwBS6 pXMb7oSaFbOj35lVY+zeKg== 0000950168-95-000206.txt : 19950616 0000950168-95-000206.hdr.sgml : 19950616 ACCESSION NUMBER: 0000950168-95-000206 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950323 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUCOR CORP CENTRAL INDEX KEY: 0000073309 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 131860817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04119 FILM NUMBER: 95522582 BUSINESS ADDRESS: STREET 1: 2100 REXFORD RD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043667000 MAIL ADDRESS: STREET 1: 2100 REXFORD ROAD CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR CORP OF AMERICA INC DATE OF NAME CHANGE: 19680911 FORMER COMPANY: FORMER CONFORMED NAME: AZTEC MECHANICAL CONTRACTORS INC DATE OF NAME CHANGE: 19660629 10-K 1 NUCOR CORPORATION 10-K #80435 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 - 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- Item 2. Properties Principal operating facilities are as follows:
Approximate square footage Principal Location of facilities products 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
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 - 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 - 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 - 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- EX-11 2 EXHIBIT 11 NUCOR CORPORATION Exhibits 11 and 21 to FORM 10-K - 1994
EXHIBIT 11 - COMPUTATION OF NET EARNINGS PER SHARE Year ended December 31, 1994 1993 1992 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
EX-13 3 EXHIBIT 13 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 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
SIX-YEAR 1989 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
13
Year Ended December 31, CONSOLIDATED STATEMENTS OF EARNINGS 1994 1993 1992 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
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
Treasury Additional Stock Common Stock Paid-in Retained (AT COST) Capital Earnings Shares Amount Shares 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 Amount 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
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 14 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
CONSOLIDATED BALANCE SHEETS December 31, 1993 ASSETS Current assets: Cash and short-term investments...................................... $ 27,254,817 Accounts receivable (Note 2)......................................... 202,176,241 Inventories (Note 3)................................................. 215,014,570 Other current assets................................................. 23,786,254 Total current assets............................................... 468,231,882 Property, plant and equipment (Note 4)................................. 1,361,036,440 $1,829,268,322 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Long-term debt due within one year................................... $ 200,000 Accounts payable..................................................... 165,734,528 Federal income taxes................................................. 14,267,152 Salaries, wages and related accruals................................. 60,892,849 Accrued expenses and other current liabilities....................... 109,396,252 Total current liabilities.......................................... 350,490,781 Long-term debt due after one year (Note 5)............................. 352,250,000 Deferred credits and other liabilities (Note 8)........................ 81,273,098 Minority 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
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 15 Year Ended CONSOLIDATED STATEMENTS December 31, 1994 1993 OF CASH FLOWS
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 OPERATING ACTIVITIES: 1992 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
SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS. 16 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: 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
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: 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
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 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: 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
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): 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
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 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:
First Second Third Fourth Quarter Quarter Quarter Quarter 1994 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
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 EX-21 4 EXHIBIT 21 EXHIBIT 21 - SUBSIDIARIES Nucor-Yamato Steel Company, a Delaware limited partnership. All other subsidiaries are not significant. EX-22 5 EXHIBIT 22 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 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:
COMMON STOCK "BENEFICIALLY PRINCIPAL OCCUPATION OWNED" (AND AND DIRECTORSHIPS IN OTHER DIRECTOR TERM PERCENT OF NAME (AND AGE) PUBLIC COMPANIES SINCE EXPIRES CLASS) (NOTE) H. David Aycock (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%)
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 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:
SUMMARY COMPENSATION TABLE ANNUAL COMPENSATION LONG-TERM COMPENSATION CASH STOCK STOCK INCENTIVE INCENTIVE OPTIONS BASE COMPENSATION COMPENSATION GRANTED NAME (AND AGE) PRINCIPAL POSITION(S) YEAR SALARY (NOTE) (NOTE) (SHARES) F. Kenneth Iverson (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
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 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)
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 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 10% ANNUAL STOCK PRICE NAME APPRECIATION 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
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)
"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 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 NAME UNEXERCISABLE F. Kenneth Iverson none Samuel Siegel none John D. Correnti none Larry A. Roos none Daniel R. DiMicco none
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 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 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 EX-27 6 ART. 5 FDS FOR YEAR ENDED DEC-31-1994
5 12-MOS DEC-31-1994 DEC-31-1994 101,930,479 0 273,076,128 14,944,181 243,026,854 638,701,397 1,977,580,096 614,361,328 2,001,920,165 382,465,202 173,000,000 35,803,072 0 0 1,105,068,852 2,001,920,165 2,975,596,456 2,975,596,456 2,491,759,846 2,491,759,846 113,388,724 0 13,515,042 356,932,844 130,300,000 226,632,844 0 0 0 226,632,844 2.60 2.59
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