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THIRD
QUARTER
2002
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
QUARTERLY REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For quarter ended September 28, 2002 Commission file number 1-4119
-------------------------- ------
NUCOR CORPORATION
- --------------------------------------------------------------------------------
(Exact name as specified in 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)
Telephone number, including area code: (704) 366-7000
---------------------------
Indication by check mark whether Nucor Corporation (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 ___
---
78,173,676 shares of common stock were outstanding at September 28, 2002.
1
PART I - FINANCIAL INFORMATION
Nucor Corporation - Condensed Consolidated Statements of Earnings
Nine Months (39 Weeks) Ended Three Months (13 Weeks) Ended
-------------------------------------- -----------------------------------------
Sept. 28, 2002 Sept. 29, 2001 Sept. 28, 2002 Sept. 29, 2001
--------------- --------------- --------------- ---------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
----------- ----------- ----------- -----------
Net sales $ 3,335,483,401 $ 3,159,680,631 $ 1,165,641,454 $ 1,053,088,039
--------------- --------------- --------------- ---------------
Costs, expenses and other:
Cost of products sold 2,982,440,284 2,828,001,884 1,043,424,047 953,254,544
Marketing, administrative
and other expenses 126,153,609 121,795,461 47,673,315 41,575,307
Interest expense (net) 8,576,091 4,378,332 2,660,282 1,973,258
Minority interests 66,224,020 72,509,838 12,005,010 24,921,653
Other income (29,900,000) - - -
--------------- --------------- --------------- ---------------
3,153,494,004 3,026,685,515 1,105,762,654 1,021,724,762
--------------- --------------- --------------- ---------------
Earnings before
federal income taxes 181,989,397 132,995,116 59,878,800 31,363,277
Federal income taxes 62,800,000 46,500,000 20,700,000 10,900,000
--------------- --------------- --------------- ---------------
Net earnings $ 119,189,397 $ 86,495,116 $ 39,178,800 $ 20,463,277
=============== =============== =============== ===============
Net earnings per share:
Basic $ 1.53 $ 1.11 $ 0.50 $ 0.26
=============== =============== =============== ===============
Diluted $ 1.52 $ 1.11 $ 0.50 $ 0.26
=============== =============== =============== ===============
Average shares outstanding:
Basic 78,059,305 77,679,151 78,172,063 77,774,788
=============== =============== =============== ===============
Diluted 78,265,914 77,759,240 78,307,517 77,845,418
=============== =============== =============== ===============
Dividends declared
per share $ 0.57 $ 0.51 $ 0.19 $ 0.17
=============== =============== =============== ===============
See notes to condensed consolidated financial statements.
2
Nucor Corporation - Condensed Consolidated Balance Sheets
September 28, December 31,
2002 2001
--------------- ---------------
(Unaudited) (Unaudited)
Assets
- ------
Current assets:
Cash and short-term investments $ 523,007,447 $ 462,348,547
Accounts receivable 425,346,753 330,855,074
Inventories 536,236,633 466,690,217
Other current assets 125,909,139 113,772,078
--------------- ---------------
Total current assets 1,610,499,972 1,373,665,916
Property, plant and equipment 2,395,322,823 2,365,655,061
Other assets 14,666,615 20,027,199
--------------- ---------------
Total assets $ 4,020,489,410 $ 3,759,348,176
=============== ===============
Liabilities and stockholders' equity
- ------------------------------------
Current liabilities:
Accounts payable $ 301,926,342 $ 189,235,046
Federal income taxes 28,805,319 -
Salaries, wages and related accruals 114,105,926 92,769,688
Accrued expenses and other current liabilities 224,244,418 202,153,992
--------------- ---------------
Total current liabilities 669,082,005 484,158,726
--------------- ---------------
Long-term debt due after one year 544,550,000 460,450,000
--------------- ---------------
Deferred credits and other liabilities 307,478,524 329,392,145
--------------- ---------------
Minority interests 206,537,710 283,886,976
--------------- ---------------
Stockholders' equity:
Common stock 36,269,946 36,130,556
Additional paid-in capital 97,382,265 81,190,155
Retained earnings 2,613,544,755 2,538,883,994
--------------- ---------------
2,747,196,966 2,656,204,705
Treasury stock (454,355,795) (454,744,376)
--------------- ---------------
2,292,841,171 2,201,460,329
--------------- ---------------
Total liabilities and stockholders' equity $ 4,020,489,410 $ 3,759,348,176
=============== ===============
See notes to condensed consolidated financial statements.
3
Nucor Corporation - Condensed Consolidated Statements of Cash Flows
Nine Months (39 Weeks) Ended
----------------------------------
Sept. 28, 2002 Sept. 29, 2001
---------------- ----------------
(Unaudited) (Unaudited)
Operating activities:
Net earnings $ 119,189,397 $ 86,495,116
Adjustments:
Depreciation of plant and equipment 228,185,797 219,620,932
Minority interests 66,220,734 72,504,917
Changes in (exclusive of acquisitions):
Current assets (176,175,156) (38,007,895)
Current liabilities 184,319,697 62,616,584
Other (9,517,118) 10,367,380
-------------- -------------
Cash provided by operating acitivities 412,223,351 413,597,034
-------------- -------------
Investing activities:
Capital expenditures (net) (141,767,128) (194,822,436)
Investment in affiliates (5,453,720) -
Proceeds from sale of facility - 15,724,799
Acquisitions (net of cash acquired) (31,065,048) (114,980,402)
-------------- -------------
Cash used in investing activities (178,285,896) (294,078,039)
-------------- -------------
Financing activities:
Repayment of long-term debt (1,900,000) -
Distributions to minority interests (143,570,000) (107,712,000)
Issuance of common stock 16,720,081 8,392,462
Cash dividends (44,528,636) (39,634,256)
-------------- -------------
Cash used in financing activities (173,278,555) (138,953,794)
-------------- -------------
Increase (decrease) in cash and short-term investments $ 60,658,900 $ (19,434,799)
============== =============
See notes to condensed consolidated financial statements.
4
Nucor Corporation - Notes to Condensed Consolidated Financial Statements -
Unaudited
1. BASIS OF INTERIM PRESENTATION: The information furnished in Part I reflects
all adjustments which are, in the opinion of management, necessary to a
fair statement of the results for the interim periods. The information
furnished has not been audited; however, the December 31, 2001 condensed
consolidated balance sheet data was derived from audited financial
statements but does not include all disclosures required by accounting
principles generally accepted in the United States of America. The
condensed consolidated financial statements should be read in conjunction
with the consolidated financial statements and the notes thereto included
in Nucor's annual report for the fiscal year ended December 31, 2001.
Certain amounts for the prior year have been reclassified to conform to the
2002 presentation.
2. SUPPLEMENTAL NON-CASH DISCLOSURE: Non-cash investing and financing
activities in the first nine months of 2002 included the assumption of
$86,000,000 of bonds and $603,582 of other liabilities acquired with the
purchase of substantially all of the assets of Trico Steel Company, LLC
("Trico").
3. INVENTORIES: Inventories consisted of approximately 50% raw materials and
supplies, and 50% finished and semi-finished products, at September 28,
2002 (40% and 60%, respectively, at December 31, 2001). Inventories valued
on the last-in, first-out (LIFO) method of accounting represent
approximately 85% of total inventories as of September 28, 2002 and
December 31, 2001. If the first-in, first-out method (FIFO) of accounting
had been used, inventories would have been $26,971,126 higher at September
28, 2002 ($8,291,126 higher at December 31, 2001). Use of the lower of cost
or market reduced inventories by $528,706 at September 28, 2002 ($6,319,664
at December 31, 2001).
4. CONTINGENCIES: Nucor is subject to environmental laws and regulations
established by federal, state and local authorities and makes provision for
the estimated probable costs related to compliance. Of the undiscounted
total of $75,640,000 in accrued environmental costs at September 28, 2002
($104,960,000 at December 31, 2001), $47,190,000 was classified in accrued
expenses and other current liabilities ($49,210,000 at December 31, 2001)
and $28,450,000 was classified in deferred credits and other liabilities
($55,750,000 at December 31, 2001). During the quarter and the nine months
ended September 28, 2002, Nucor revised estimates as additional information
was obtained. Environmental reserves included in deferred credits and other
liabilities decreased by $10,300,000 and $24,313,000, during the quarter
and nine months ended September 28, 2002, respectively. 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. Nucor continues to implement the various
components of the consent decree, which involve air and water pollution
control technology demonstrations along with other environmental management
practices. The accrued environmental costs include the expenses that we
expect to incur as a result of the consent decree.
Contingent liabilities with respect to product warranties, legal
proceedings and other matters arise in the normal course of business. In
the opinion of management, no such matters exist which would have a
material effect on the consolidated financial statements.
5
Nucor Corporation - Notes to Condensed Consolidated Financial Statements,
continued
5. OTHER INCOME: In the second quarter of 2002, Nucor received $29,900,000
related to a graphite electrodes anti-trust settlement.
6. AQUISITION: On July 22, 2002, Nucor's wholly owned subsidiary, Nucor Steel
Decatur, LLC, purchased substantially all of the assets of Trico for a
purchase price of $116,700,000. The purchase price included approximately
$86,000,000 of Trico's debt that was assumed by Nucor and is supported by a
standby letter of credit. The solid waste disposal revenue bonds assumed
are due from 2026 to 2027 and have a variable interest rate that was 2.2%
on September 28, 2002.
7. SUBSEQUENT EVENTS - On October 1, 2002, Nucor issued $350,000,000 of 4.875%
notes due in 2012. The notes are unsecured and rank equally with all of
Nucor's unsecured senior indebtedness. On October 4, 2002, Nucor entered
into a new unsecured revolving credit facility with a group of seven banks
that provides for up to $425,000,000 in revolving loans (nothing has been
borrowed). The credit facility consists of (a) a $125,000,000 364-day
revolver with an option to convert amounts outstanding under this facility
to a one-year term loan, and (b) a $300,000,000 five-year multi-currency
revolver. The new revolving credit facility replaces the previous credit
facilities that provided up to $248,000,000 in revolving loans.
On October 24, 2002, Nucor entered into an interest rate swap agreement
with a notional amount of $175,000,000 under which Nucor pays a variable
rate of interest and receives a fixed rate of interest over the term of the
agreement without the exchange of the underlying notional amounts. The
interest rate swap agreement converts Nucor's $175,000,000 6% note payable
due in 2009 from a fixed rate obligation to a variable rate obligation. The
variable interest rate is the six month LIBOR rate in arrears plus 1.495%.
On October 29, 2002, the Anti-Trust Division of the Department of Justice
granted early termination of the Hart-Scott-Rodino waiting period regarding
Nucor's acquisition of substantially all the assets of Birmingham Steel
Corporation ("Birmingham Steel"). The Delaware Bankruptcy Court had
previously approved the sale of Birmingham Steel's assets to Nucor for
$615,000,000. Primary assets to be included in the purchase are Birmingham
Steel's four operating mills in Birmingham, Alabama; Kankakee, Illinois;
Seattle, Washington and Jackson, Mississippi, with an estimated annual
capacity of approximately 2,000,000 tons. Other included assets are the
corporate office located in Birmingham, Alabama; the mill in Memphis,
Tennessee, which is currently not operating; the assets of Port Everglades
Steel Corporation; the assets of the Klean Steel Division; and Birmingham
Steel's ownership interest in Richmond Steel Recycling Limited. The
purchase also includes approximately $120,000,000 in inventory and
receivables. The closing is tentatively scheduled for early December 2002.
6
Nucor Corporation - Notes to Condensed Consolidated Financial Statements,
continued
8. EARNINGS PER SHARE:
Nine Months (39 Weeks) Ended Three Months (13 Weeks) Ended
----------------------------- -----------------------------
Sept. 28, 2002 Sept. 29, 2001 Sept. 28, 2002 Sept. 29, 2001
-------------- -------------- -------------- --------------
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
--------- --------- --------- ---------
Basic:
- ------
Basic net earnings $119,189,397 $ 86,495,116 $ 39,178,800 $ 20,463,277
============ ============ ============ ============
Average shares
outstanding 78,059,305 77,679,151 78,172,063 77,774,788
============ ============ ============ ============
Basic net earnings
per share $ 1.53 $ 1.11 $ 0.50 $ 0.26
============ ============ ============ ============
Diluted:
- --------
Diluted net earnings $119,189,397 $ 86,495,116 $ 39,178,800 $ 20,463,277
============ ============ ============ ============
Diluted average
shares outstanding:
Basic shares
outstanding 78,059,305 77,679,151 78,172,063 77,774,788
Dilutive effect of
employee stock
options 206,609 80,089 135,454 70,630
------------ ------------ ------------ ------------
78,265,914 77,759,240 78,307,517 77,845,418
============ ============ ============ ============
Diluted net earnings
per share $ 1.52 $ 1.11 $ 0.50 $ 0.26
============ ============ ============ ============
7
Nucor Corporation - Management's Discussion and Analysis of Financial Condition
and Results of Operations
The following discussion contains forward-looking statements that involve
risks and uncertainties. These forward-looking statements reflect our best
judgment based on current information, and although we base these statements on
circumstances that we believe to be reasonable when made, there can be no
assurance that other factors will not affect the accuracy of such
forward-looking statements. Factors that might cause the Company's actual
results to differ materially from those anticipated in forward-looking
statements include, but are not limited to: (1) changes in the supply and cost
of raw materials, including steel scrap; (2) availability and cost of
electricity and natural gas; (3) competitive pressure on sales and pricing; (4)
uncertainties surrounding the global economy; (5) U.S. and foreign trade policy
affecting steel imports or exports; (6) changes in significant government
regulations affecting environmental compliance; and (7) other factors described
in the Company's filings with the Securities and Exchange Commission.
Operations
Net sales for the third quarter of 2002 increased 11% from the third
quarter of 2001 primarily due to a 7% increase in total tons shipped to outside
customers and to a 3% increase in average sales price per ton from $345 in the
third quarter of 2001 to $355 in the third quarter of 2002.
Net sales for the first nine months of 2002 increased 6% from the first
nine months of 2001. Average sales price per ton decreased 2% from $341 in the
first nine months of 2001 to $335 in the first nine months of 2002, while total
tons shipped to outside customers increased 7%. Nucor established new third
quarter and nine-month tonnage records for steel production, total steel
shipments and steel shipments to outside customers in 2002. In the first nine
months of 2002, steel production was 10,034,000 tons, compared with 9,313,000
tons produced in the first nine months of 2001. Total steel shipments were
9,986,000 tons in the first nine months of 2002, compared with 9,252,000 tons in
last year's first nine months. Steel shipments to outside customers were
9,118,000 tons, compared with 8,347,000 tons in the year earlier nine months.
Steel joist production during the first nine months of 2002 was 343,000 tons,
compared with 404,000 tons a year earlier. Steel deck sales were 235,000 tons,
compared with 260,000 tons in last year's first nine months. Cold finished steel
sales were 169,000 tons, compared with 161,000 tons in the first nine months of
2001.
The major component of cost of products sold is raw material costs. The
average price of raw materials increased approximately 14% from the third
quarter of 2001 to the third quarter of 2002, and increased 4% from the first
nine months of 2001 to the first nine months of 2002. The average scrap and
scrap substitute cost per ton used increased from $101 in the third quarter of
2001 to $118 in the third quarter of 2002, and increased from $102 in the first
nine months of 2001 to $107 in the first nine months of 2002. State income taxes
(benefit) of $(287,000) and $(1,827,000) for the third quarter and first nine
months of 2002, respectively, have been recorded in cost of products sold
($568,000 and $1,438,000 for the third quarter and first nine months of 2001,
respectively).
Pre-operating, start-up and acquisition expenses of new facilities
decreased to $21,700,000 in the third quarter of 2002, compared with $26,900,000
in the third quarter of 2001. For the first nine months of 2002, pre-operating,
start-up and acquisition costs decreased to $54,300,000, compared with
$67,000,000 in the first nine months of 2001. In 2002, these costs primarily
related to the start-up of the Castrip(R) facility in Crawfordsville, Indiana;
the new Vulcraft facility in Chemung, New York; and the start-up of Nucor Steel
Decatur, LLC. Nucor is now producing prime, saleable coils at the new
Crawfordsville facility
8
Nucor Corporation - Management's Discussion and Analysis of Financial Condition
and Results of Operations, continued
that uses the Castrip technology. Nucor's team in Crawfordsville has also
successfully broadened the product capability of the Castrip technology to
include both electrical and stainless steels. We continue to make significant
progress towards achieving full commercialization of the Castrip process. In the
third quarter of 2002, Nucor incurred costs associated with the accelerated
start-up of Nucor Steel Decatur, which successfully produced its first heat and
cast its first slabs the week of September 16 - less than 60 days after the
acquisition. The facility is now regularly processing picked and oiled product
for customers on a toll basis and producing hot-rolled steel coils for outside
customers. Approximately $10,000,000 of Nucor's third quarter of 2002
pre-operating and start-up costs was attributable to Nucor Steel Decatur. In
2001, pre-operating, start-up and acquisition costs primarily related to the
start-up of the new plate mill in Hertford County, North Carolina and the new
Vulcraft facility in Chemung, New York.
During the third quarter and the first nine months of 2002, Nucor revised
estimates for environmental reserves as additional information was obtained.
Environmental reserves included in deferred credits and other liabilities
decreased by $10,300,000 and $24,313,000, during the third quarter and the first
nine months of 2002, respectively.
Gross margins were about 10% for the third quarter of 2002 and about 11%
for the first nine months of 2002, compared with about 9% for the third quarter
of 2001 and about 10% for the first nine months of 2001.
Major components of marketing, administrative and other expenses are
freight and profit sharing costs. Unit freight costs decreased about 8% from the
third quarter of 2001 to the third quarter of 2002 and about 2% from the first
nine months of 2001 to the first nine months of 2002. Profit sharing costs
increased 91% from the third quarter of 2001 to the third quarter of 2002, and
increased 37% from the first nine months of 2001 to the first nine months of
2002. Profit sharing costs are based upon and generally fluctuate with pre-tax
earnings.
Interest expense, net of interest income, increased from the third quarter
of 2001 to the third quarter of 2002, and increased from the first nine months
of 2001 to the first nine months of 2002, due primarily to increased debt and
decreased average interest rates on short-term investments.
Minority interests represent the income attributable to the minority
partners of Nucor's less than 100% owned joint venture, Nucor-Yamato Steel
Company.
In the second quarter of 2002, Nucor received $29,900,000 related to a
graphite electrodes anti-trust settlement.
Federal income taxes were at a rate of approximately 34.5% for the third
quarter and first nine months of 2002, and approximately 35% for the third
quarter and first nine months of 2001.
Net earnings increased during the third quarter of 2002 compared with the
third quarter of 2001 and increased during the first nine months of 2002
compared with the first nine months of 2001 due to increased sales volume,
increased margins and decreased pre-operating, start-up and acquisition costs.
In addition, the increase in net earnings during the first nine months of 2002
compared to 2001 was attributable to increased other income related to the
graphite electrodes anti-trust settlement.
9
Nucor Corporation - Management's Discussion and Analysis of Financial Condition
and Results of Operations, continued
Liquidity and Capital Resources
The current ratio was 2.4 at the end of the first nine months of 2002, and
2.8 at year-end 2001. The percentage of long-term debt to total capital was 18%
at the end of the first nine months of 2002, and 16% at year-end 2001.
During 2000, we negotiated an agreement with the Environmental Protection
Agency. We paid a $9,000,000 penalty in July 2001 and agreed to spend another
$4,000,000 in Supplemental Environmental Projects under the agreement. We do not
anticipate that the cost of complying with the terms of this decree will
materially impact our liquidity.
Capital expenditures decreased 27% from the first nine months of 2001 to
the first nine months of 2002. In addition, during the first quarter of 2001,
Nucor purchased substantially all of the assets of Auburn Steel Company, Inc.'s
steel bar facility for approximately $115,000,000. On July 22, 2002, Nucor's
wholly owned subsidiary, Nucor Steel Decatur, LLC, purchased substantially all
of the assets of Trico for a purchase price of $117,700,000. The purchase price
included approximately $86,604,000 of Trico's debt and other current liabilities
that were assumed by Nucor. Located in Decatur, Alabama, the sheet steel
facility originally began operations in 1997; its annual capacity of
approximately 1,900,000 tons will increase Nucor's capacity for sheet production
by about 30%. The acquisitions were not material to the consolidated financial
statements and did not result in material goodwill or other intangible assets.
Capital expenditures are projected to be less than $200,000,000 for all of 2002.
Funds provided from operations, existing credit facilities, and new
borrowings are expected to be adequate to meet future capital expenditure and
working capital requirements for existing operations for at least the next 24
months. On October 1, 2002, Nucor issued $350,000,000 of 4.875% notes due in
2012. The notes are unsecured and rank equally with all of Nucor's unsecured
senior indebtedness. Also in October 2002, Nucor entered into a new revolving
unsecured credit facility that will provide for up to $425,000,000 in revolving
loans (nothing has been borrowed). The new revolving credit facility replaces
the previous credit facilities that provided up to $248,000,000 in revolving
loans.
In May 2002, Nucor signed a definitive agreement to purchase substantially
all of the assets of Birmingham Steel for $615,000,000 in cash. Primary assets
to be included in the purchase are Birmingham Steel's four operating mills in
Birmingham, Alabama; Kankakee, Illinois; Seattle, Washington and Jackson,
Mississippi, with a combined annual capacity of approximately 2,000,000 tons.
Other included assets are the corporate office located in Birmingham, Alabama;
the mill in Memphis, Tennessee, which is currently not operating; the assets of
Port Everglades Steel Corporation; the assets of the Klean Steel Division; and
Birmingham Steel's ownership in Richmond Steel Recycling Limited. The purchase
also includes approximately $120,000,000 in inventory and receivables.
As required by the definitive agreement, Birmingham Steel filed for Chapter
11 Bankruptcy pursuant to a pre-arranged plan, which was agreed to by us,
Birmingham Steel and a substantial majority of its secured creditors. In
September of 2002, the United States Bankruptcy Court for the District of
Delaware approved the sale of substantially all of the assets of Birmingham to
Nucor. On October 29, 2002, the Anti-Trust Division of the Department of Justice
granted early termination of the Hart-Scott-Rodino waiting period regarding
Nucor's acquisition of such assets. The closing of the transaction is
tentatively scheduled for early December 2002.
10
Nucor Corporation - Management's Discussion and Analysis of Financial Condition
and Results of Operations, continued
Nucor's directors have approved the purchase of up to 15,000,000 shares of
Nucor common stock. There were no repurchases during the first nine months of
2002 or 2001. Since the inception of the stock repurchase program in 1998, a
total of approximately 10,800,000 shares have been repurchased at a total cost
of about $444,500,000.
Item 4 - Controls and Procedures
Within 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon that evaluation, the Chief
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures are effective. There were no significant
changes in the Company's internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation
or any corrective actions with regard to significant deficiencies or material
weaknesses.
PART II - OTHER INFORMATION
Item 1 - Legal Proceedings
Nucor is involved in various legal 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 5 - Other Information
In March 2002, the Board of Directors adopted a severance policy covering
its senior officers, including the Company's Chief Executive Officer and the
four most highly compensated executive officers other than the Chief Executive
Officer, that will provide them with additional compensation upon retirement,
resignation, or termination of their employment, contingent upon the senior
officer entering into a two-year covenant not to compete. Those senior officers
under the age of 55 at termination will receive the greater of one month of
their base salary for each year of service or the value of their forfeitable
stock at termination. Those senior officers 55 or older at termination are fully
vested in their forfeitable stock and will receive one month of their base
salary for each year of service.
11
Item 6 - Exhibits and Reports on Form 8-K
a. List of Exhibits:
Exhibit No. Description of Exhibit
---------- ----------------------
10 Senior Officers Severance Policy as Adopted by the
Board of Directors
99.1 Certification of Principal Executive Officer Pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of Principal Financial Officer Pursuant
to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
b. Reports on Form 8-K:
On August 8, 2002, Nucor filed a current report on Form 8-K under Item 9
reporting that the Principal Executive Officer, Daniel R. DiMicco, and the
Principal Financial Officer, Terry S. Lisenby, had submitted statements required
by United States Securities and Exchange Commission Order No. 4-460.
On October 3, 2002, Nucor filed a current report on Form 8-K under Item
5 concerning the issuance of $350,000,000 of 4.875% Notes due 2012. The notes
are unsecured and rank equally with all of the Company's unsecured senior
indebtedness outstanding from time to time. The notes were not registered under
the Securities Act of 1933, as amended (the "Securities Act") or any state
securities laws; however, the Company has agreed to offer to exchange the notes
for a new issue of substantially identical notes that will be registered under
the Securities Act. The notes were sold only to qualified institutional buyers
in the United States and to non-U.S. persons in offshore transactions. The notes
may not be resold in the United States absent registration or an applicable
exemption from registration requirements.
12
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
Nucor Corporation has duly caused this report to be signed on its behalf by the
undersigned, who is (1) a duly authorized officer, and (2) the principal
accounting officer.
NUCOR CORPORATION
By: /s/ Terry S. Lisenby
------------------------------------------
Terry S. Lisenby
Chief Financial Officer, Treasurer
and Executive Vice President
Dated: November 8, 2002
13
NUCOR CORPORATION
Section 302 Certifications
Certification of Principal Executive Officer
I, Daniel R. DiMicco, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Nucor Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present, in all
material respects, the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of or most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
November 8, 2002 /s/ Daniel R. DiMicco
-----------------------
Daniel R. DiMicco
Vice Chairman, President and
Chief Executive Officer
14
Certification of Principal Financial Officer
I, Terry S. Lisenby, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Nucor Corporation;
2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present, in all
material respects, the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of or most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
November 8, 2002 /s/ Terry S. Lisenby
----------------------
Terry S. Lisenby
Chief Financial Officer, Treasurer
and Executive Vice President
15
NUCOR CORPORATION
List of exhibits to Form 10-Q - September 28, 2002
Exhibit No. Description of Exhibit
- ---------- ----------------------
10 Senior Officers Severance Policy as Adopted by the Board of
Directors
99.1 Certification of Principal Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Certification of Principal Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
16