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).
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PART I
Item 1. Business
Nucor Corporation was incorporated in Delaware in 1958.
The business of Nucor Corporation and its subsidiaries is, and for a
number of years has been, the manufacture and sale of steel products,
which accounted for all of sales and earnings in 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.
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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.
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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.
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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
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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
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