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2001
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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, 2001 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
$4,378,908,200 at February 28, 2002.
77,967,994 shares of common stock were outstanding at February 28, 2002.
Documents incorporated by reference include: Portions of 2001 annual report
(Parts I, II, III and IV), and proxy statement for 2002 annual stockholders'
meeting (Part III).
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PART I
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Item 1. Business
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Nucor Corporation was incorporated in Delaware in 1958.
The business of Nucor Corporation and its subsidiaries is the manufacture
and sale of steel products, which accounted for all of the sales and the
majority of the earnings in 2001, and all of the sales and earnings in 2000 and
1999. The earnings of 2001 also include a pre-tax gain of $20,200,000 from the
sale of Nucor Iron Carbide, Inc. in Trinidad. 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 and cold-rolled sheet steel are produced to customer orders.
Other hot-rolled steel, cold-rolled steel, cold finished steel and steel
fasteners are manufactured in standard sizes and inventories are maintained.
In 2001, approximately 90% 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 throughout the United States. 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. Nucor sometimes uses natural gas purchase contracts to
partially manage its exposure to price risk of natural gas that is used during
the manufacturing process. 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 1999, 2000 and 2001, imports of steel increased significantly, much of
it at dumping prices. In March 2002, President Bush imposed a series of
tariffs over a three-year period that should reduce illegal imports. The
tariffs begin at 30% for many steel products, then gradually decline in years
two and three.
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.
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Item 1. Business, continued
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On March 31, 2001, Nucor purchased substantially all of the assets of
Auburn Steel Company, Inc.'s steel bar facility in Auburn, New York for
approximately $115,000,000. This facility has the capacity to produce up to
430,000 tons of merchant bar quality steel shapes, special bar quality steel
shapes and rebar. Nucor Steel-Auburn, Inc. is an important addition to Nucor's
operations as it gives Nucor a merchant bar presence in the Northeast and can
serve our new Vulcraft facility in New York. On November 19, 2001, Nucor
acquired ITEC Steel, Inc. and its wholly-owned subsidiary, Steel Truss and
Frame Corp., with facilities in Texas and Georgia, for approximately
$11,000,000, including liabilities assumed. The ITEC facilities produce light
gauge steel framing. The acquisitions of the assets of Auburn Steel Company,
Inc. and of ITEC Steel, Inc. were not material to the consolidated financial
statements and did not result in material goodwill or other intangible assets.
Nucor recently exited two businesses that were not core to its growth
strategy. Nucor finalized the sale of the Bearing Products facility in North
Carolina in February 2001. In November 2001, Nucor sold Nucor Iron Carbide,
Inc. in Trinidad. These operations in the aggregate accounted for a small
percentage of Nucor's sales.
In January 2002, the Delaware bankruptcy court approved Nucor's purchase
of substantially all of the assets of Trico Steel Company, LLC for approximately
$120,000,000. The Trico sheet mill facility, which originally began operations
in 1997, is located in Decatur, Alabama and has an annual capacity of
approximately 1,900,000 tons. Closing of the transaction is expected to occur
in the third quarter of 2002, after satisfactory resolution of various
regulatory and tax matters. Start-up of the sheet mill will commence after
Nucor has completed improvements to the facility.
In February 2002, Nucor made an offer of $500,000,000 to purchase
substantially all of the assets of Birmingham Steel Corporation. Nucor is
awaiting a response from the company.
Nucor is constructing a Castrip/R/ 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. Nucor holds exclusive rights to the Castrip technology in
the United States and Brazil. Start-up of the Castrip facility is expected to
be in the second quarter of 2002.
Nucor continues to investigate the commercialization of the HIsmelt
technology with Rio Tinto, the leading iron ore supplier from Australia.
HIsmelt utilizes iron ore fines and coal to directly produce liquid iron. The
HIsmelt technology would offer an alternative supply of high-quality iron units
as a scrap substitute.
Nucor's backlog of orders was about $794,000,000 at December 31, 2001, and
about $845,000,000 at December 31, 2000 (all of which are normally filled
within one year).
Nucor is highly decentralized and has approximately 45 employees in its
executive offices. All of Nucor's 8,400 employees are engaged in its steel
products business.
Additional information on Nucor's business is incorporated by reference to
Nucor's 2001 annual report, pages 7 through 15.
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Item 2. Properties
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Principal operating facilities are as follows:
Approximate
square footage Principal
Location of facilities products
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Blytheville-Hickman, Arkansas 3,520,000 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
Berkeley County, South Carolina 1,900,000 Steel shapes, flat-rolled
steel
Crawfordsville, Indiana 1,790,000 Flat-rolled steel
Darlington-Florence, South Carolina 1,660,000 Steel shapes, joists, deck
Grapeland-Jewett, Texas 1,510,000 Steel shapes, joists, deck
Hertford County, North Carolina 1,000,000 Steel plate
Auburn-Chemung, New York 950,000 Steel shapes, joists, deck
Additional operating facilities are located in Fort Payne, Alabama; St.
Joe and Waterloo, Indiana; Swansea, South Carolina; and Terrell, Texas. All of
these facilities are engaged in the manufacture of steel products. During
2001, the average utilization rate of all operating facilities was
approximately 87% of production capacity.
Item 3. Legal Proceedings
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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. In July 2001, Nucor paid a $9,000,000 penalty and
has agreed to spend another $4,000,000 in Supplemental Environmental Projects
under this Consent Decree. As part of the Consent Decree, Nucor is
implementing 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
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None during quarter ended December 31, 2001.
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PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder Matters
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Incorporated by reference to Nucor's 2001 annual report, pages 30 and 21.
Item 6. Selected Financial Data
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Incorporated by reference to Nucor's 2001 annual report, page 21.
Item 7. Management's Discussion and Analysis of
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Financial Condition and Results of Operations
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Incorporated by reference to Nucor's 2001 annual report, pages 16 and 17.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
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Some of Nucor's industrial revenue bonds have variable interest rates that
are adjusted either weekly or annually. Future changes in interest rates are
not expected to 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. As a result, we do
not expect changes in interest rates to have a significant impact on the value
of our investment securities.
Item 8. Financial Statements and Supplementary Data
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Incorporated by reference to Nucor's 2001 annual report, pages 22 to 28.
Item 9. Changes in and Disagreements with Accountants on
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Accounting and Financial Disclosures
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None.
PART III
Item 10. Directors and Executive Officers
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Item 11. Executive Compensation
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Item 12. Security Ownership of Certain Beneficial Owners and Management
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Incorporated by reference to Nucor's proxy statement for 2002 annual
stockholders' meeting, and page 29 of Nucor's 2001 Annual Report.
Item 13. Certain Relationships and Related Transactions
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None.
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
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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 2001 )
Notes to consolidated financial statements........ (annual report, )
Report of independent accountants................. (pages 22 to 28 )
Financial Statement Schedules:
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All schedules are omitted because they are not required, not
applicable, or the information is furnished in the consolidated financial
statements or notes.
Exhibits:
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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)* - Certificate of Designations dated March 8, 2001 to Restated
Certificate of Incorporation
3(iv) * - By-Laws as amended December 4, 2001
4 - Rights Agreement, dated as of March 8, 2001, between Nucor
Corporation and American Stock Transfer & Trust Co.
(incorporated by reference to Exhibit 4 to Nucor's Form 8-K
filed March 9, 2001)
10 - Key Employees Incentive Stock Option Plan (incorporated by
reference to Form 10-K for year ended December 31, 2000)
10(i) - Non-Employee Director Equity Plan (incorporated by reference
to Form 10-K for year ended December 31, 2000)
10(ii) - Employment Agreement of Daniel R. DiMicco (incorporated by
reference to Form 10-Q for quarter ended June 30, 2001)
10(iii) - Employment Agreement of Terry S. Lisenby (incorporated by
reference to Form 10-Q for quarter ended June 30, 2001)
10(iv) - Employment Agreement of Hamilton Lott, Jr. (incorporated by
reference to Form 10-Q for quarter ended June 30, 2001)
10(v) - Employment Agreement of D. Michael Parrish (incorporated by
reference to Form 10-Q for quarter ended June 30, 2001)
10(vi) - Employment Agreement of Joseph A. Rutkowski (incorporated by
reference to Form 10-Q for quarter ended June 30, 2001)
10(vii)* - Employment Agreement of John J. Ferriola
11 * - Computation of net earnings per share
13 * - 2001 annual report (portions incorporated by reference)
21 * - Subsidiaries
23 * - Consent of independent accountants
24 * - Powers of attorney
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Exhibits, continued:
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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 (incorporated
by reference to Form 10-K for year ended December 31, 2000)
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* Filed herewith.
Reports on Form 8-K:
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None filed during the quarter ended December 31, 2001.
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SIGNATURES
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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
Vice Chairman, President and Non-Executive Chairman
Chief Executive Officer
/s/ DANIEL R. DIMICCO * CLAYTON C. DALEY, JR.
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Daniel R. DiMicco Clayton C. Daley, Jr.
Vice Chairman, President and Director
Chief Executive Officer
/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/ JAMES D. FRIAS * VICTORIA F. HAYNES
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James D. Frias Victoria F. Haynes
Corporate Controller and Director
General Manager
* JAMES D. HLAVACEK
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James D. Hlavacek
Director
*By /s/ TERRY S. LISENBY
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Terry S. Lisenby
Attorney-in-fact
Dated: March 21, 2002
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