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). - 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 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-
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-
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 -
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 -------------------------------------- ---------------------------------- H. David Aycock Harvey B. Gantt Chairman and Director Director /s/ John D. Correnti * VICTORIA F. HAYNES -------------------------------------- ---------------------------------- John D. Correnti Victoria F. Haynes Vice Chairman, President, Director Chief Executive Officer and Director /s/ Samuel Siegel * JAMES D. HLAVACEK -------------------------------------- ---------------------------------- Samuel Siegel James D. Hlavacek Vice Chairman, Director Chief Financial Officer, Treasurer, Secretary and Director /s/ Terry S. Lisenby *BY /s/ SAMUEL SIEGEL -------------------------------------- ---------------------------------- Terry S. Lisenby Samuel Siegel Vice President and Attorney-in-fact Corporate Controller Dated: March 24, 1999 - 5 -