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2000
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, 2000 Commission file number 1-4119
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NUCOR CORPORATION
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(Exact name of Registrant as specified in its charter)
Delaware 13-1860817
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2100 Rexford Road, Charlotte, North Carolina 28211
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (704) 366-7000
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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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
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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:
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Aggregate market value of common stock held by non-affiliates was $3,380,092,375
at February 28, 2001.
77,585,508 shares of common stock were outstanding at February 28, 2001.
Documents incorporated by reference include: Portions of 2000 annual report
(Parts I, II, III and IV), and proxy statement for 2001 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 2000, 1999 and 1998. Nucor reports in one
segment.
Principal steel products are hot-rolled steel (angles, rounds, flats,
channels, sheet, wide-flange beams, pilings, billets, blooms, beam blanks and
plate), cold-rolled steel, cold finished steel, steel joists and joist girders,
steel deck and steel fasteners. 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, and steel fasteners 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 fasteners
are manufactured in standard sizes and inventories are maintained. In 2000,
approximately 87% 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.
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,
1999 and 2000, imports of steel increased significantly, much of it at dumping
prices. The effects of these imports decreased during the latter part of 1999,
but increased during 2000. 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 recently exited two businesses that were not core to its growth
strategy, with the sale of the Grinding Ball equipment at one of the Utah
facilities at the end of 2000 and the sale of the Nucor Bearing Products
facility in North Carolina in February 2001. Both operations accounted for small
percentages of Nucor's sales.
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Item 1. Business, continued
Nucor is constructing a Castrip facility in Crawfordsville, Indiana to
produce thin-strip sheet steel. Strip casting involves the direct casting of
molten steel into final shape and thickness without further hot or cold rolling,
allowing lower investment and operating costs, reduced energy consumption and
smaller scale plants than can be economically built with current technology.
In March 2001, Nucor announced that it has signed a definitive agreement to
purchase substantially all of the assets of Auburn Steel Company's merchant
steel bar facility in Auburn, New York for approximately $115,000,000. This
facility has the capacity to produce up to 400,000 tons of merchant bar quality
steel shapes. The purchase is anticipated to close by April 1, after
satisfactory resolution of regulatory approvals and due diligence.
Nucor's backlog of orders was about $845,000,000 at December 31, 2000, and
about $1,033,000,000 at December 31, 1999 (all of which are normally filled
within one year).
Nucor is highly decentralized and has approximately 40 employees in its
executive offices. All of Nucor's 7,900 employees are engaged in its steel
products business.
Additional information on Nucor's business is incorporated by reference to
Nucor's 2000 annual report, pages 8 through 14.
Item 2. Properties
Principal operating facilities are as follows:
Approximate
square footage Principal
Location of facilities products
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Blytheville-Hickman, Arkansas 3,470,000 Steel shapes, flat-rolled steel
Norfolk-Stanton, Nebraska 2,390,000 Steel shapes, joists, deck
Brigham City-Plymouth, Utah 1,920,000 Steel shapes, joists
Darlington-Florence, South Carolina 1,660,000 Steel shapes, joists, deck
Grapeland-Jewett, Texas 1,510,000 Steel shapes, joists, deck
Crawfordsville, Indiana 1,410,000 Flat-rolled steel
Berkeley County, South Carolina 1,900,000 Steel shapes, flat-rolled steel
Hertford County, North Carolina 1,000,000 Steel plate
Additional operating facilities are located in Fort Payne, Alabama, St. Joe
and Waterloo, Indiana, Swansea, South Carolina and Terrell, Texas, all engaged
in the manufacture of steel products. During 2000, the average utilization rate
of all operating facilities was more than 85% of production capacity.
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Item 3. Legal Proceedings
In December 2000, the United States Environmental Protection Agency and the
Department of Justice announced an agreement with Nucor and certain states that
resolved alleged environmental violations. Under the terms of the agreement or
Consent Decree, Nucor will pilot new air pollution control technology and will
evaluate and improve, as appropriate, its water pollution control systems. Nucor
will also evaluate and remediate any contamination that may be present on its
sites. Nucor has also agreed to pay a $9,000,000 penalty with another $4,000,000
in Supplemental Environmental Projects under this Consent Decree. As part of the
Consent Decree, Nucor will implement an Environmental Management System
throughout its operations. The agreement is comprehensive and involves eight
Nucor Steel Mills and six Vulcraft Facilities throughout the nation. Nucor is
involved in various other judicial and administrative proceedings as both
plaintiff and defendant, arising in the ordinary course of business. Nucor does
not believe that any such proceedings (including matters relating to contracts,
torts, taxes, warranties and insurance) will have a material adverse effect on
its business, operating results, financial condition or cash flows.
Item 4. Submission of Matters to a Vote of Security Holders
None during quarter ended December 31, 2000.
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's 2000 annual report, pages 26 and 18, 18,
and 15, respectively.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Some of Nucor's industrial revenue bonds have variable interest rates that
are adjusted either monthly or annually. Future changes in interest rates will
not significantly impact earnings. Nucor's remaining debt is at fixed rates. In
addition, Nucor's investment practice is to invest in securities that are highly
liquid with short maturities.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference to Nucor's 2000 annual report, pages 19 to 24.
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Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures
None.
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's proxy statement for 2001 annual
stockholders' meeting, and page 25 of Nucor's 2000 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 2000 )
Notes to consolidated financial statements......... (annual report, )
Independent accountants report..................... (pages 19 to 24 )
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.
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Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K,
continued
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) - Certificate of amendment dated May 14, 1998, to Restated
Certificate of Incorporation (incorporated by reference to
Form 10-K for year ended December 31, 1998)
3(iii)- By-Laws as amended January 1, 1996 (incorporated by reference
to Form 10-K for year ended December 31, 1996)
10 - Key Employees Incentive Stock Option Plan
10(i) - Non-Employee Director Equity Plan
11 - Computation of net earnings per share
13 - 2000 annual report (portions incorporated by reference)
21 - Subsidiaries
23 - Independent accountants consent
24 - Powers of attorney
99 - United States District Court, District of South Carolina,
Florence Division; United States of America, Plaintiff, the
States of Arkansas, Nebraska, and Utah, Plaintiff-Interveners
v. Nucor Corporation, Defendant; Consent Decree
Reports on Form 8-K:
None filed during the quarter ended December 31, 2000.
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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 /s/ DANIEL R. DiMICCO * PETER C. BROWNING
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Daniel R. DiMicco Peter C. Browning
President, Chief Executive Officer Non-Executive Chairman
and Director
/s/ DANIEL R. DiMICCO * H. DAVID AYCOCK
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Daniel R. DiMicco H. David Aycock
President, Chief Executive Officer Director
and Director
/s/ TERRY S. LISENBY * HARVEY B. GANTT
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Terry S. Lisenby Harvey B. Gantt
Chief Financial Officer, Treasurer Director
and Executive Vice President
/s/ K. REX QUERY * VICTORIA F. HAYNES
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K. Rex Query Victoria F. Haynes
Corporate Controller and Director
General Manager
* JAMES D. HLAVACEK
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James D. Hlavacek
Director
* SAMUEL SIEGEL
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Samuel Siegel
Vice Chairman and Director
*By /s/ TERRY S. LISENBY
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Terry S. Lisenby
Attorney-in-fact
Dated: March 23, 2001
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