-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FqIgwldXa2U3UUB9fcCSk5sDjuYWQLrYGnFud6clUSdW9MRFUX0VRhPeV1XIdt2s Pybu+3CewiaaPBlC18/8tQ== 0000950168-02-000432.txt : 20020415 0000950168-02-000432.hdr.sgml : 20020415 ACCESSION NUMBER: 0000950168-02-000432 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20011231 FILED AS OF DATE: 20020322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUCOR CORP CENTRAL INDEX KEY: 0000073309 STANDARD INDUSTRIAL CLASSIFICATION: STEEL WORKS, BLAST FURNACES ROLLING MILLS (COKE OVENS) [3312] IRS NUMBER: 131860817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04119 FILM NUMBER: 02582590 BUSINESS ADDRESS: STREET 1: 2100 REXFORD RD CITY: CHARLOTTE STATE: NC ZIP: 28211 BUSINESS PHONE: 7043667000 MAIL ADDRESS: STREET 1: 2100 REXFORD ROAD CITY: CHARLOTTE STATE: NC ZIP: 28211 FORMER COMPANY: FORMER CONFORMED NAME: NUCLEAR CORP OF AMERICA INC DATE OF NAME CHANGE: 19680911 FORMER COMPANY: FORMER CONFORMED NAME: AZTEC MECHANICAL CONTRACTORS INC DATE OF NAME CHANGE: 19660629 10-K 1 d10k.txt NUCOR FORM 10-K 2001 ---- 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 ----------------- ------ 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: ----------- 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). -1- PART I ------ Item 1. Business - ----------------- 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. -2- Item 1. Business, continued - --------------------------- 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. -3- Item 2. Properties - ------------------- Principal operating facilities are as follows: Approximate square footage Principal Location of facilities products -------- -------------- --------- 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 - -------------------------- 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 - ------------------------------------------------------------ None during quarter ended December 31, 2001. -4- PART II Item 5. Market for Registrant's Common Stock and Related Stockholder Matters - ----------------------------------------------------------------------------- Incorporated by reference to Nucor's 2001 annual report, pages 30 and 21. Item 6. Selected Financial Data - -------------------------------- Incorporated by reference to Nucor's 2001 annual report, page 21. Item 7. Management's Discussion and Analysis of - ------------------------------------------------ Financial Condition and Results of Operations --------------------------------------------- Incorporated by reference to Nucor's 2001 annual report, pages 16 and 17. Item 7A. Quantitative and Qualitative Disclosures about Market Risk - ------------------------------------------------------------------- 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 - ---------------------------------------------------- Incorporated by reference to Nucor's 2001 annual report, pages 22 to 28. 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 2002 annual stockholders' meeting, and page 29 of Nucor's 2001 Annual Report. Item 13. Certain Relationships and Related Transactions - -------------------------------------------------------- None. -5- 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 2001 ) Notes to consolidated financial statements........ (annual report, ) Report of independent accountants................. (pages 22 to 28 ) 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) - 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 -6- Exhibits, continued: ------------------- 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) - ------------------------ * Filed herewith. Reports on Form 8-K: ------------------- None filed during the quarter ended December 31, 2001. -7- 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 ---------------------------------- ------------------------------------ Daniel R. DiMicco Peter C. Browning Vice Chairman, President and Non-Executive Chairman Chief Executive Officer /s/ DANIEL R. DIMICCO * CLAYTON C. DALEY, JR. - ------------------------------------ ------------------------------------ Daniel R. DiMicco Clayton C. Daley, Jr. Vice Chairman, President and Director Chief Executive Officer /s/ TERRY S. LISENBY * HARVEY B. GANTT - ------------------------------------ ------------------------------------ Terry S. Lisenby Harvey B. Gantt Chief Financial Officer, Treasurer Director and Executive Vice President /s/ JAMES D. FRIAS * VICTORIA F. HAYNES - ------------------------------------ ------------------------------------ James D. Frias Victoria F. Haynes Corporate Controller and Director General Manager * JAMES D. HLAVACEK ------------------------------------ James D. Hlavacek Director *By /s/ TERRY S. LISENBY ---------------------------------- Terry S. Lisenby Attorney-in-fact Dated: March 21, 2002 -8- EX-3.(III) 3 dex3iii.txt CERTIFICATE OF DESIGNATIONS - ---------------------- Exhibit 3(iii) To Nucor Corporation 2001 Form 10-K - ---------------------- CERTIFICATE OF DESIGNATIONS of SERIES A JUNIOR PARTICIPATING PREFERRED STOCK of Nucor Corporation Pursuant to Section 151 of the General Corporation law of the State of Delaware Nucor Corporation, a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 103 thereof, DOES HEREBY CERTIFY: That pursuant to the authority vested in the Board of Directors in accordance with the provisions of the Certificate of Incorporation of the said Corporation, the said Board of Directors on March 8, 2001 adopted the following resolution creating a series of 200,000 shares of Preferred Stock designated as "Series A Junior Participating Preferred Stock": RESOLVED, that pursuant to the authority vested in the Board of Directors of this Corporation in accordance with the provisions of the Certificate of Incorporation, a series of Preferred Stock, par value $4.00 per share, of the Corporation be and hereby is created, and that the designation and number of shares thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series and the qualifications, limitations and restrictions thereof are as follows: SERIES A JUNIOR PARTICIPATING PREFERRED STOCK Section 1. Designation, Par Value and Amount. The shares of such series shall be designated as "Series A Preferred Stock" (hereinafter referred to as "Series A Preferred Stock"), the shares of such series shall be with par value of $4.00 per share, and the number of shares constituting such series shall be 200,000. Section 2. Dividends and Distributions. (A) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with respect to dividends, the holders of shares of Series A Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of assets legally available for the purpose, quarterly dividends payable in cash on the first business day of March, June, September and December in each year (each such date being referred to herein as a "Quarterly ---------- Dividend Payment Date"), commencing on the first Quarterly Dividend Payment - ---------------------- Date after the first issuance of a share or fraction of a share of Series A Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00 or (b) subject to the provision for adjustment hereinafter set forth, 5000 (subject to adjustment) times the aggregate per share amount of all cash dividends, and 5000 (subject to adjustment) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock, par value $.40 per share, of the Corporation (the "Common Stock") or a subdivision ------------ of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Preferred Stock. (B) The Corporation shall declare a dividend or distribution on the Series A Preferred Stock as provided in paragraph (A) above immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided that, in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series A Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date. (C) Dividends shall begin to accrue and be cumulative on outstanding shares of Series A Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series A Preferred Stock, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series A Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series A Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series A Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than days prior to the date fixed for the payment thereof. Section 3. Voting Rights. The holders of shares of Series A Preferred Stock shall have the following voting rights: (A) Except as provided in paragraph C of this Section 3 and subject to the provision for adjustment hereinafter set forth, each share of Series A Preferred Stock shall entitle the holder thereof to 5000 votes (subject to adjustment) on all matters submitted to a vote of the stockholders of the Corporation. 2 (B) Except as otherwise provided herein or by law, the holders of shares of Series A Preferred Stock and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation. Section 4. Certain Restrictions. (A) Whenever quarterly dividends or other dividends or distributions payable on the Series A Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series A Preferred Stock outstanding shall have been paid in full, the Corporation shall not (i) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock; (ii) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Preferred Stock, except dividends paid ratably on the Series A Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled; (iii) redeem or purchase or otherwise acquire for consideration (except as provided in (iv) below) shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Preferred Stock; (B) The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (A) of this Section 4, purchase or otherwise acquire such shares at such time and in such manner. Section 5. Reacquired Shares. Any shares of Series A Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Certificate of Incorporation, in any other Certificate of Amendment creating a series of Preferred Stock or as otherwise required by law. 3 Section 6. Liquidation, Dissolution or Winding Up. (A) Subject to the prior and superior rights of holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Preferred Stock with respect to rights upon liquidation, dissolution or winding up (voluntary or otherwise), no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Preferred Stock unless, prior thereto, the holders of shares of Series A Preferred Stock shall have received $500.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment (the "Series A Liquidation Preference"). Following the payment of --------------------------------- the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the "Capital Adjustment") equal to the quotient -------------------- obtained by dividing (i) the Series A Liquidation Preference by (ii) 5,000 (the "Adjustment Number"). Following the payment of the full amount of the Series A - ------------------- Liquidation Preference and the Capital Adjustment in respect of all outstanding shares of Series A Preferred Stock and Common Stock, respectively, holders of Series A Preferred Stock and holders of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to 1 with respect to such Preferred Stock and Common Stock, on a per share basis, respectively. (B) In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of preferred stock, if any, which rank on a parity with the Series A Preferred Stock, then such remaining assets shall be distributed ratably to the holders of Series A Preferred Stock and the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Capital Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock. Neither merger, consolidation, etc. shall be deemed to be a liquidation, dissolution or winding up for purposes of this Section 6. (C) In the event the Corporation shall (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event. Section 7. Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter 4 set forth) equal to 5,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that are outstanding immediately prior to such event. Section 8. No Redemption. The shares of Series A Preferred Stock shall not be redeemable. Section 9. Ranking. The Series A Preferred Stock shall rank junior to all other series of the Corporation's Preferred Stock as to the payment of dividends and the distribution of assets, unless the terms of any such series shall provide otherwise. Section 10. Amendment. The Certificate of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Preferred Stock, voting separately as a class. 5 IN WITNESS WHEREOF, this Certificate of Designations is executed on behalf of the Corporation by its President and Chief Executive Officer this day of March 8, 2001. By: /s/ DANIEL R. DIMICCO --------------------------------------- Name: Daniel R. DiMicco Its: President and Chief Executive Officer EX-3.(IV) 4 dex3iv.txt BY-LAWS - -------------------- Exhibit 3(iv) To Nucor Corporation 2001 Form 10-K - -------------------- NUCOR CORPORATION BYLAWS - DECEMBER 4, 2001 NUCOR CORPORATION BYLAWS - December 4, 2001 CONTENTS -------- PAGE ---- ARTICLE I -- OFFICES ..................................................... 1 - -------------------- ARTICLE II -- MEETINGS OF STOCKHOLDERS ................................... 1 - -------------------------------------- ARTICLE III -- DIRECTORS ................................................. 5 - ------------------------ ARTICLE IV -- NOTICES .................................................... 12 - --------------------- ARTICLE V -- OFFICERS .................................................... 13 - --------------------- ARTICLE VI -- CERTIFICATES OF STOCK ...................................... 16 - ----------------------------------- ARTICLE VII -- GENERAL PROVISIONS ........................................ 19 - --------------------------------- ARTICLE VIII -- AMENDMENTS TO BYLAWS ..................................... 20 - ------------------------------------ ARTICLE I -- OFFICES - -------------------- Section 1. The corporation's registered office in the State of ---------- Delaware shall be in the City of Wilmington, County of New Castle. Section 2. The corporation may also have offices at such other places, ---------- within and without the State of Delaware, as the board of directors may, from time to time, determine, or the business of the corporation may require. ARTICLE II -- MEETINGS OF STOCKHOLDERS - -------------------------------------- Section 1. All meetings of the stockholders for the election of ---------- directors shall be held at such place, within or without the State of Delaware, as may be fixed, from time to time, by the board of directors. Meetings of stockholders for any other purpose may be held at such time or place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Section 2. Annual meetings of stockholders shall be held on the second ---------- Thursday of May if not a legal holiday, and if a legal holiday, then on the next succeeding business day, at such time as shall be designated by the board of directors, or at such other date and time, within thirteen months after the corporation's last annual meeting of stockholders, as shall be designated by the board of directors. At each annual meeting of stockholders, the stockholders shall elect by plurality vote, by ballot, a board of directors, and transact such other business as may be properly brought before the meeting. Section 3. In order to be considered at any annual or special meeting ---------- of stockholders, a stockholder's proposal must be a proper matter for stockholder consideration and must be made pursuant to timely notice in writing to the secretary of the corporation. A stockholder's proposal shall be deemed a proper matter for stockholder consideration unless, pursuant to Rule 14a-8(c) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any similar or successor rule or regulation, the corporation would be entitled to omit such proposal from its proxy statement had such proposal been timely submitted to the Corporation for consideration at an annual meeting of shareholders in accordance with Rule 14a-8. Any proposal which is requested by a shareholder to be included in the corporation's proxy statement must comply with the notice requirements set forth in the rules and regulations for stockholder proposals in solicitation of proxies promulgated by the Securities and Exchange Commission under the Exchange Act. Notice of any proposal to be presented by a stockholder at any special or annual meeting of stockholders which is not requested to be included in the corporation's proxy statement shall be delivered in writing to the secretary of the corporation not less than sixty (60) days nor more than ninety (90) days prior to the date of such meeting; provided, however, that if the date of such meeting is first publicly announced or disclosed (in a public filing or otherwise) less than seventy (70) days prior to the date of such meeting, such prior notice shall be given not more than ten (10) days after such date is first so announced or disclosed. Notice of any such proposal to be presented at any stockholders meeting shall include: (i) the text of the proposal to be presented, (ii) a brief written statement of the reasons 2 for such stockholder's support of the proposal, (iii) the name and address of record of the proposing stockholder, (iv) the class and number of shares of the corporation beneficially owned by such stockholder, (v) a representation that such stockholder is entitled to vote at such meeting and intends to appear in person or by proxy to present the proposal at such meeting, and (vi) a detailed description of any material interest of such stockholder in the proposal. The chairman of the meeting shall determine and declare to the meeting whether a proposal was made in accordance with the foregoing procedure, and if he should determine that it was not so made, he shall so declare to the meeting and such proposal shall be disregarded. Nothing in this Section 3 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation's proxy statement pursuant to the rules and regulations promulgated by the Securities and Exchange Commission under the Exchange Act. Section 4. Except as may be otherwise provided by law, written notice ---------- of each annual meeting of stockholders shall be given to each stockholder entitled to vote, not less than ten nor more than sixty days before the date of the meeting. Section 5. The corporation shall prepare and make, or have prepared ---------- and made, at least ten days before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, showing the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not specified, at the place where the meeting is to be 3 held. Such list shall be produced and kept at the time and place of the meeting during the whole time thereof, and subject to the inspection of any stockholder who may be present. Section 6. Special meetings of the stockholders for any purpose or ---------- purposes may be called by the chairman of the board and shall be called by the chairman of the board or secretary at the request in writing of a majority of the board of directors. Such request shall state the purpose or purposes of the proposed meeting. Section 7. Except as may be otherwise provided by law, written notice ---------- of a special meeting of stockholders, stating the time, place and purposes thereof, shall be given to each stockholder entitled to vote thereat, not less than ten nor more than sixty days before the date of the meeting. Section 8. Business transacted at any special meeting of stockholders ---------- shall be limited to the purposes stated in the notice of the meeting. Section 9. The holders of a majority of the stock issued and ---------- outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by law or by the certificate of incorporation. If, however, such quorum shall not be present or represented by proxy at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting or as may be required by law, until 4 a quorum shall be present or represented by proxy. At such adjourned meeting at which a quorum shall be present or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally notified. Section 10. When a quorum is present at any meeting of stockholders, ---------- the vote of the holders of a majority of the stock having voting power, present in person or represented by proxy, shall decide any question brought before the meeting, unless the question is one upon which, by express provision of law or of the certificate of incorporation or of the bylaws, a different vote is required, in which case such express provision shall govern and control the decision of such question. Section 11. At any meeting of the stockholders, every stockholder ---------- having the right to vote shall be entitled to vote in person, or by proxy appointed by an instrument in writing subscribed by such stockholder and bearing a date not more than three years prior to the meeting, unless said instrument provides for a longer period. Each stockholder shall have one vote for each share of stock having voting power, registered in the stockholder's name on the stock books of the corporation as of the record date for the meeting. At all elections of directors, each stockholder of the corporation having voting power shall have the right of cumulative voting as provided in the certificate of incorporation. ARTICLE III -- DIRECTORS - ------------------------ Section 1. The number of directors which shall constitute the whole ---------- board of directors shall be not less than three nor more than nine, the precise number to be determined 5 from time to time by resolution of the board of directors. Directors shall be elected at the annual meeting of stockholders except as provided in Section 2 of this Article III. Directors shall be divided into three classes, each class to be as equal in number as possible. At each annual meeting of stockholders, directors shall be elected for a three-year term, to succeed the class of directors whose term expires in that year. Only persons who are nominated in accordance with the procedures set forth in this Section 1 of Article III shall be eligible for election as directors at the annual meeting of stockholders. Nominations of persons for election to the board of directors may be made at a meeting of stockholders by or at the direction of the board of directors, by any nominating committee of or person appointed by the board of directors, or by any stockholder of the corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 1. Nominations made by any stockholder shall be made only pursuant to timely notice in writing to the secretary of the corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the corporation not less than sixty (60) days nor more than ninety (90) days prior to the meeting; provided, however, that in the event that less than seventy (70) days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made. Such stockholder's notice shall set forth (a) as to each person whom the stockholder proposes to nominate for election or re-election as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of the corporation which are 6 beneficially owned by such person and (iv) any other information relating to such person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Schedule 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person's written consent to being named in the proxy statement as nominee and to serving as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the corporation's books, of such stockholder and (ii) the class and number of shares of the corporation which are beneficially owned by such stockholder. At the request of the board of directors any person nominated by the board of directors, or by any nominating committee of or a person appointed by the board of directors, for election as a director shall furnish to the secretary of the corporation that information required to be set forth in a stockholder's notice of nomination which pertains to the nominee. Commencing with the annual meeting of stockholders in 2002, no person shall be eligible for election as a director of the corporation unless nominated in accordance with the procedures set forth in this Section 1. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting whether a nomination was made in accordance with the procedures prescribed by the bylaws, and if he should determine that it was not so made, he shall so declare to the meeting and such nomination shall be disregarded. Section 2. Vacancies, and newly created directorships resulting from ---------- any increase in the authorized number of directors, may be filled by a majority of the directors then in office, though less than a quorum, and the directors so chosen shall hold office until the next election of the class for which such directors shall have been chosen, and until their successors shall be duly elected and qualified, or until death, resignation or removal. 7 Section 3. The business of the corporation shall be managed by its ---------- board of directors, which may exercise all such powers of the corporation and do all such lawful acts and things as are not by law or by the certificate of incorporation or by these bylaws directed or required to be exercised or done by the stockholders. Section 4. The board of directors, at its first meeting after each ---------- annual meeting of stockholders, shall elect a chairman of the board and one or more vice chairmen of the board from among the directors. The chairman of the board and any vice chairman of the board may be either a director who is an executive officer of the corporation or a director who is not employed by the corporation and the board shall designate at the time of election whether the chairman and any vice chairman shall serve in an executive or non-executive capacity. The compensation of the chairman of the board and any vice chairman shall be fixed by the board of directors. Section 5. The chairman and any vice chairman of the board of ---------- directors shall hold office until their respective successors shall be duly chosen and qualified, or until death, resignation or removal. The chairman and any vice chairman of the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. 8 THE CHAIRMAN OF THE BOARD ------------------------- Section 6. The chairman of the board shall, when present, preside at ---------- all meetings of the stockholders and of the board of directors, and, subject to the power and authority of the board of directors, shall see that all orders and resolutions of the board of directors are carried into effect. The chairman of the board shall perform such other duties and have such other powers as the board of directors may, from time to time, prescribe. THE VICE CHAIRMAN OF THE BOARD ------------------------------ Section 7. The vice chairman of the board, or if there be more than ---------- one, the vice chairmen of the board, in the order determined by the board of directors, shall, in the absence or disability of the chairman of the board, perform the duties and exercise the powers of the chairman of the board, and shall perform such other duties and have such other powers as the board of directors may, from time to time, prescribe. MEETINGS OF THE BOARD OF DIRECTORS ---------------------------------- Section 8. The board of directors of the corporation may hold ---------- meetings, both regular and special, within or without the State of Delaware. Section 9. The first meeting of each newly elected board of directors ---------- shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting of 9 stockholders, and no notice of such first meeting shall be necessary to the newly elected directors in order legally to constitute such first meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected board of directors, or in the event such first meeting is not held at the time and place so fixed by the stockholders, such first meeting may be held at the time and place as shall be specified in a notice given as hereinafter provided for special meetings of the board of directors, or as shall be specified in a written waiver or waivers signed by all of the directors. Section 10. Regular meetings of the board of directors may be held ---------- without notice at such time and at such place as shall, from time to time, be determined by the board of directors. Section 11. Special meetings of the board of directors may be called ---------- by the chairman of the board on two days' notice to each director, either personally or by mail or by telegram or by telefax. Special meetings shall be called by the chairman of the board or secretary in like manner and on like notice on the written request of two directors. Section 12. At all meetings of the board of directors, the lesser of ---------- three directors or a majority of the directors (but not less than one-third of the total number of directors nor less than two directors) shall constitute a quorum for the transaction of business, and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the board of directors, except as may be otherwise specifically provided by law or by the certificate of incorporation. If a quorum shall not be present at any meeting of the board of directors, the 10 directors present thereat may adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum shall be present. Section 13. Unless otherwise restricted by the certificate of ---------- incorporation or these bylaws, any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting, if a written consent thereto is signed by all members of the board of directors or of such committee, as the case may be, and such written consent is filed with the minutes of the board of directors or of such committee. COMMITTEES OF DIRECTORS ----------------------- Section 14. The board of directors may, by resolution passed by a ---------- majority of the whole board of directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation, which, to the extent provided in the resolution and as allowed by law, shall have and may exercise the powers of the board of directors in the management of the business and affairs of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the board of directors. Section 15. Each committee shall keep regular minutes of its meetings ---------- and report the same to the board of directors, when requested or required. 11 COMPENSATION OF DIRECTORS ------------------------- Section 16. The directors shall be paid their expenses, if any, in ---------- connection with their attendance at each meeting of the board of directors. Directors may also be paid a fixed amount for attendance at each meeting of the board of directors, or a stated amount per year or per quarter or per month, or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor. Directors who are members of committees may, in addition, be paid a fixed amount for attending each committee meeting. ARTICLE IV -- NOTICES - --------------------- Section 1. Notices to directors and stockholders shall be in writing ---------- and delivered personally or sent to the directors or stockholders at their addresses appearing on the records of the corporation. Notice shall be deemed to be given at the time when the same shall be sent. Notice to directors may be sent by mail, telegram, telefax, electronic or other communication. Section 2. Whenever any notice is required to be given under the ---------- provisions of law or of the certificate of incorporation or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. 12 ARTICLE V -- OFFICERS - --------------------- Section 1. The executive officers of the corporation shall be elected ---------- by the board of directors and shall be a president, one or more vice presidents, a treasurer and a secretary. The board of directors may also elect, or any of the executive officers may appoint, one or more assistant treasurers and assistant secretaries. Two or more offices may be held by the same person. Section 2. The board of directors, at its first meeting after each ---------- annual meeting of stockholders, shall elect a president, one or more vice presidents, a treasurer and a secretary, none of whom need be a member of the board of directors. Section 3. The board of directors may elect such other officers as it ---------- shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined, from time to time, by the board of directors. Section 4. The compensation of the president, the vice presidents, the ---------- treasurer and the secretary shall be fixed by the board of directors. Section 5. The officers of the corporation shall hold office until ---------- their successors shall be duly chosen and qualified, or until death, resignation or removal. Any officer elected by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. 13 THE PRESIDENT ------------- Section 6. The president shall, in the absence or disability of both ---------- the chairman of the board and the vice chairmen of the board, perform the duties and exercise the powers of the chairman of the board, and shall perform such other duties and have such other powers as the board of directors may, from time to time, prescribe. THE VICE PRESIDENTS ------------------- Section 7. The vice president, or if there be more than one, the vice ---------- presidents, in the order determined by the board of directors, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and shall perform such other duties and have such other powers as the board of directors may, from time to time, prescribe. THE TREASURER ------------- Section 8. The treasurer shall have custody of the corporation's funds ---------- and securities, and shall keep, or have kept, accounts of receipts and disbursements in books and records of the corporation, and shall deposit, or have deposited, moneys and securities in the name and to the credit of the corporation in appropriate depositories. The treasurer shall disburse, or have disbursed, the funds of the corporation for appropriate corporate purposes and with appropriate 14 documentation, and shall perform such other duties and have such other powers as the board of directors may, from time to time, prescribe. THE ASSISTANT TREASURERS ------------------------ Section 9. The assistant treasurer, or if there be more than one, the ---------- assistant treasurers, in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer, and shall perform such other duties and have such other powers as the board of directors may, from time to time, prescribe. THE SECRETARY ------------- Section 10. The secretary shall attend all meetings of the board of ---------- directors and all meetings of the stockholders, and shall record the proceedings of all meetings of the board of directors and all meetings of the stockholders, and shall perform like duties for the committees of the board of directors, when required or requested. The secretary shall give, or cause to be given, notice of all special meetings of the board of directors and all meetings of the stockholders, and shall perform such other duties and have such other powers as the board of directors may, from to time, prescribe. The secretary shall keep, or have kept, in custody the seal of the corporation and affix, or have affixed, the same to any instrument requiring it and, when so affixed, it shall be attested by the secretary's signature. 15 THE ASSISTANT SECRETARIES ------------------------- Section 11. The assistant secretary, or if there be more than one, the ---------- assistant secretaries, in the order determined by the board of directors, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the secretary, and shall perform such other duties and have such other powers as the board of directors may, from time to time, prescribe. ARTICLE VI -- CERTIFICATES OF STOCK - ----------------------------------- Section 1. Every holder of stock in the corporation shall be entitled ---------- to have a certificate, signed by, or in the name of the corporation by, the chairman of the board or a vice chairman of the board or the president or a vice president, and the treasurer or an assistant treasurer or the secretary or an assistant secretary of the corporation, certifying the number of shares owned by the stockholder in the corporation. Section 2. Where a certificate of stock is signed (1) by a transfer ---------- agent or (2) by a transfer clerk acting on behalf of the corporation and a registrar, the signature of any such chairman of the board, vice chairman of the board, president, vice president, treasurer, assistant treasurer, secretary or assistant secretary may be facsimile. In case any officer or officers who have signed, or whose facsimile signature or signatures have been used on, any such certificate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before such certificate or certificates have been delivered by the 16 corporation, such certificate or certificates may be issued and delivered as though the person or persons who signed such certificate or certificates, or whose facsimile signature or signatures have been used thereon, had not ceased to be such officer or officers of the corporation. LOST, STOLEN, OR DESTROYED CERTIFICATES OF STOCK ------------------------------------------------ Section 3. The corporation may issue, or have issued, a new ---------- certificate or certificates of stock in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the owner of the certificate or certificates of stock alleged to have been lost, stolen or destroyed, or by the owner's legal representative. When authorizing such issue of a new certificate or certificates, the corporation may, in its discretion and as a condition precedent to the issuance thereof, require that the owner of such allegedly lost, stolen or destroyed certificate or certificates, or the owner's legal representative, give to the corporation a bond sufficient to indemnify the corporation against any claim that may be made against the corporation with respect to the certificate or certificates alleged to have been lost, stolen or destroyed. TRANSFERS OF STOCK CERTIFICATES ------------------------------- Section 4. Upon surrender to the corporation, or to the transfer agent ---------- of the corporation, of a validly outstanding certificate of stock duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the corporation shall issue, or have 17 issued, a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its stock books. FIXING DATE FOR DETERMINATION OF STOCKHOLDERS OF RECORD ------------------------------------------------------- Section 5. The board of directors may, by resolution, fix a record ---------- date for determining stockholders entitled to notice of, or to vote at, any meeting of stockholders, or any adjournment thereof, which record date shall not precede the date of such resolution and which record date shall not be more than sixty nor less than ten days before the date of such meeting of stockholders. The board of directors may, by resolution, fix a record date for determining stockholders entitled to consent to corporate action in writing without a meeting of stockholders, which record date shall not precede the date of such resolution and which record date shall not be more than ten days after the date of such resolution. The board of directors may, by resolution, fix a record date for determining stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, or stockholders entitled to exercise any rights in respect to any change, conversion or exchange of stock or for the purpose of any other lawful action, which record date shall not precede the date of such resolution and which record date shall not be more than sixty days prior to such action. REGISTERED STOCKHOLDERS ----------------------- Section 6. The corporation shall be entitled to recognize the ---------- exclusive right of a person registered on the corporation's stock books as the owner of shares to receive dividends, 18 and to vote as such owner, and to hold liable for calls and assessments a person registered on the corporation's stock books as the owner of shares, and shall not be bound to recognize any equitable or other claim to, or interest in, such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. ARTICLE VII - GENERAL PROVISIONS - -------------------------------- DIVIDENDS --------- Section 1. Dividends upon the capital stock of the corporation, ---------- subject to the provisions, if any, of the certificate of incorporation may be declared by the board of directors at any regular or special meeting of the board of directors, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions, if any, of the certificate of incorporation. Section 2. Before payment of any dividend, there may be set aside, out ---------- of any funds of the corporation available for dividends, such sum or sums as the board of directors, from time to time, in their absolute discretion, believe appropriate. 19 ANNUAL STATEMENT ---------------- Section 3. The board of directors shall present at each annual meeting ---------- of stockholders, and at any special meeting of the stockholders when called for by vote of the stockholders, a statement of the business and condition of the corporation. FISCAL YEAR ----------- Section 4. The fiscal year of the corporation shall be the calendar ---------- year, unless otherwise fixed by resolution of the board of directors. SEAL ---- Section 5. The corporate seal shall have inscribed thereon the name of ---------- the corporation, the year of its incorporation and the state in which incorporated. The seal may be used by causing it, or a facsimile thereof, to be impressed or affixed or reproduced. ARTICLE VIII - AMENDMENTS TO BYLAWS - ----------------------------------- Section 1. These bylaws may be amended, altered, or repealed as ---------- follows: (a) at any regular or special meeting of the board of directors, if notice of such amendment, alteration, or repeal is contained in the notice of such special meeting, or (b) at any annual meeting of stockholders by the affirmative vote of the holders of at least seventy percent (70%) of each class 20 of stock outstanding and entitled to vote at any meeting of stockholders, or (c) at any special meeting of stockholders, by the affirmative vote of at least seventy percent (70%) of each class of stock outstanding and entitled to vote at any meeting of stockholders if notice of such amendment, alteration or repeal is contained in the notice of such special meeting. 21 EX-10.VII 5 dex10vii.txt EMPLOYMENT AGREEMENT - -------------------- Exhibit 10(vii) To Nucor Corporation 2001 Form 10-K - -------------------- EXECUTIVE EMPLOYMENT AGREEMENT THIS AGREEMENT is made and entered into between Nucor Corporation, a Delaware corporation, on behalf of itself and its affiliates (collectively "Nucor"), and John J. Ferriola, a resident of Charlotte, North Carolina (the "Employee"). WHEREAS, Employee has been employed as an "at-will" employee of Nucor; WHEREAS, Nucor has offered Employee a promotion to a new position; and WHEREAS, the parties wish to formalize their employment relationship in writing and for Nucor to continue Employee's employment under the terms and conditions set forth below; NOW, THEREFORE, in consideration for the promises and mutual agreements contained herein, the parties agree as follows: 1. Employment. Nucor agrees to employ Employee in the position of ----------- Executive Vice President Sheet Mills, and Employee agrees to accept employment in this position, subject to the terms and conditions set forth in this Agreement. 2. Signing Payment. Nucor will pay Employee a one-time $10,000 amount --------------- for executing this Agreement. This $10,000 will become due and payable to Employee upon Employee's execution of this Agreement. 3. Compensation and Benefits During Employment. Nucor will provide the ------------------------------------------- following compensation and benefits to Employee: (a.) Nucor will pay Employee a base salary of $277,200 per year, paid on a monthly basis, subject to withholding by Nucor and other deductions as required by law. This amount is subject to adjustment up or down by Nucor's Board of Directors at its sole discretion and without notice to Employee. (b.) Employee will be eligible for bonuses based on the Senior Officer Incentive Compensation Plans, as modified from time to time by, and in the sole discretion of, the Board of Directors of Nucor. (c.) Employee will be eligible for those employee benefits that are generally made available by Nucor to its employees. (d.) Employee shall be eligible to participate in the Key Employees Incentive Stock Option Plan (the "Option Plan") in accordance with the applicable terms and conditions of the Option Plan and a Key Employee Stock Option Certificate issued to Employee. Page 1 of 7 4. Compensation Following Termination. ---------------------------------- (a.) From the date of Employee's termination, whether by Employee or Nucor for any or no reason, Nucor will pay Employee a monthly amount for twenty-four (24) months following Employee's termination. The monthly amount will be computed using the following formula: the amount of Employee's highest base salary level during the prior twelve months multiplied by 3.36 and the product divided by twelve. The payments shall be made at the end of each month following Employee's termination on Nucor's regular monthly payroll date. (b.) In exchange for Nucor's promises in this Section 4 and other good and valuable consideration, Employee agrees to strictly abide by the terms of Sections 10, 11, 13, and 17 of this Agreement. If Employee fails to strictly abide by the terms of Sections 10, 11, 13, and 17 of this Agreement, Nucor may, at its option, do any or all of the following: (i) pursue any legal remedies available to it (including but not limited to injunctive relief, damages, and specific performance), and (ii) declare the monthly payment forfeited with respect to any month during which Employee is in breach of this Agreement. Nucor may declare the monthly payment forfeited if Employee is in breach of this Agreement for any portion of the month at issue, and Employee will not be entitled to a payment for that month. (c.) If Employee is employed by Nucor at the time of Employee's death, Nucor's obligations to make any monthly payments under this Agreement will automatically terminate and Employee's estate and executors will have no rights to payments under this Agreement. If Employee dies during the first twelve months following Employee's termination from employment with Nucor, then Nucor will pay Employee's estate the monthly payments through the end of the twelfth month following Employee's termination. If Employee dies twelve or more months after termination of Employee's employment with Nucor, then Nucor's obligations to make monthly payments under this Agreement will automatically terminate without the necessity of Nucor providing written notice. 5. Duties and Responsibilities; Best Efforts. While employed by Nucor, ----------------------------------------- Employee shall perform such duties for and on behalf of Nucor as may be determined and assigned to Employee from time to time by members of Nucor's Board of Directors. Employee shall devote his full time and best efforts to the business and affairs of Nucor. During the term of Employee's employment with Nucor, Employee will not undertake other paid employment or engage in any other business activity without prior written consent of Nucor. 6. Employment at Will. The parties acknowledge and agree that this ------------------ Agreement does not create employment for a definite term and that Employee's employment with Nucor is terminable by Nucor or Employee at any time, with or without cause and with or without notice, unless otherwise expressly set forth in a separate written agreement executed by Employee and Nucor after the date of this Agreement. 7. Change in Employee's Position. In the event that Nucor transfers, ----------------------------- demotes, promotes, or otherwise changes Employee's compensation or position with Nucor, the restrictions and post-termination obligations of this Agreement shall remain in full force and effect on both parties. Page 2 of 7 8. Recognition of Nucor's Legitimate Interests. Employee understands and ------------------------------------------- acknowledges that Nucor and its affiliates compete in North America in the research, manufacture, marketing, sale and distribution of steel and steel products, including but not limited to flat-rolled steel, steel shapes, structural steel, steel plate, steel joists and girders, steel deck, steel fasteners, and metal building systems. As part of Employee's employment with Nucor, Employee will be provided significant Confidential Information by Nucor (as defined below). In addition, Employee will have direct contact with Nucor's customers, in which capacity he is expected to develop good relationships with such customers. Employee acknowledges that Nucor's competitors would obtain an unfair advantage if Employee disclosed the Confidential Information to a competitor, used it in a competitor's behalf, or if he were able to exploit the relationships he developed as an employee of Nucor to solicit business on behalf of a competitor. 9. Definition of Confidential Information. As used in this Agreement, -------------------------------------- Confidential Information shall include, without limitation, financial and budgetary information and strategies; plant design, specifications, and layouts; equipment design, specifications, and layouts; product design and specifications; manufacturing processes, procedures, and specifications; data processing or other computer programs; research and development projects; marketing information and strategies; customer lists; vendor lists; information about customer preferences and buying patterns; information about prospective customers, vendors, or business opportunities; information about Nucor's costs and the pricing structure used in sales to customers; information about Nucor's overall corporate business strategy; and technological innovations used in the business. 10. Agreement to Maintain Confidentiality. ------------------------------------- (a.) Except as otherwise provided in this Agreement, during Employee's employment with Nucor and at all times after the termination of Employee's employment, Employee covenants and agrees to treat as confidential and not to negligently or intentionally disclose, and to use only for the advancement of the interests of Nucor, all Confidential Information submitted to the Employee or received, compiled, developed, designed, produced, accessed, or otherwise discovered by the Employee from time to time while employed by Nucor. Employee will not disclose or divulge the Confidential Information to any person, entity, firm or company whatsoever or use the Confidential Information for Employee's own benefit or for the benefit of any person, entity, firm or company other than Nucor. (b.) Employee specifically acknowledges that the Confidential Information, whether reduced to writing or maintained in the mind or memory of Employee, and whether compiled or created by Employee, Nucor, or any of its affiliates or customers, derives independent economic value from not being readily known to or ascertainable by proper means by others who could obtain economic value from the disclosure or use of the Confidential Information. Employee also acknowledges that reasonable efforts have been put forth by Nucor to maintain the secrecy of the Confidential Information, that the Confidential Information is and will remain the sole property of Nucor or any of its affiliates or customers, as the case may be, and that any retention and/or use of Confidential Information during or after the termination of Employee's Page 3 of 7 employment with Nucor (except in the regular course of performing his duties hereunder) will constitute a misappropriation of the Confidential Information belonging to Nucor. (c.) Employee's obligations under this Section 10 will survive termination of his employment and will continue indefinitely. For purposes of this Section, information shall not be deemed to be "Confidential Information" to the extent that the information (i) is in the public domain, or hereafter becomes generally known or available through no action or omission on the part of Employee; (ii) is furnished to any person by Nucor without restriction on disclosure; (iii) becomes known to the Employee from a source other than Nucor, without a breach of any agreement with Nucor and without any restriction on disclosure; (iv) is required to be disclosed by judicial action, provided, however, that prompt notice of said judicial action shall have been given to Nucor and that efforts to avoid disclosure shall have been exhausted; or (v) is disclosed after written approval for the disclosure has been given by Nucor. 11. Noncompetition. -------------- (a.) Employee hereby agrees that for the duration of Employee's employment with Nucor, and for a period of twenty-four (24) months thereafter, Employee will NOT, within the Restricted Territory, do any of the following: (1) Engage directly or indirectly (either as an owner, employee, consultant, or in any similar capacity) in the research, development, manufacture, marketing, sale, or distribution of steel or steel products which are the same as or similar to those in development, manufactured, and/or sold by Nucor on the date of Employee's termination. (2) Solicit or encourage any customers of Nucor (a) with whom Employee had direct contact during the last twelve (12) months of Employee's employment with Nucor, and (b) who remain Nucor customers at the time of solicitation, to purchase steel or steel products from any entity other than Nucor. (3) Encourage, induce, or attempt to induce any employees of Nucor (a) with whom Employee had direct contact during the last twelve (12) months of Employee's employment with Nucor, and (b) who remain employed by Nucor at the time of the attempted inducement, to end their employment relationship with Nucor. (b.) As used in this provision, "Restricted Territory" shall mean the following: (1) The United States, Canada, and Mexico. (2) If the definition in subparagraph (b)(1) is found to be unreasonable with respect to subparagraph (a)(1), (a)(2), or (a)(3) of this Section 11, then with regard to such subparagraph, the term "Restricted Territory" shall mean the United States. (3) If the definitions in subparagraphs (b)(1) and (b)(2) are found to be unreasonable with respect to subparagraph (a)(1), (a)(2), or (a)(3) of this Section 11, then with regard to such subparagraph, the term "Restricted Territory" shall mean each state in Page 4 of 7 the United States in which Nucor has a manufacturing facility or plant on the date of the termination of Employee's employment with Nucor (at the time of entry into this Agreement, these states include North Carolina, South Carolina, Texas, Alabama, Arkansas, Nebraska, Utah, Indiana, and New York). (c.) Employee specifically agrees that the post-termination restrictions in this Section 11 will apply to Employee regardless of whether termination of employment is initiated by Nucor or Employee and regardless of the reason for termination of Employee's employment. Further, Employee acknowledges and agrees that Nucor's payment of the compensation described in Section 4 is intended to compensate Employee for the limitations on Employee's competitive activities described in this Section 11 for the two-year period following Employee's employment with Nucor regardless of the reason for termination. Thus, for example, in the event that Nucor terminates Employee's employment without cause, Employee expressly agrees that the restrictions in this Section 11 will apply to Employee notwithstanding the reasons or motivations of Nucor in terminating Employee's employment. 12. Severability. It is the intention of the parties to restrict the ------------ activities of Employee only to the extent reasonably necessary for the protection of Nucor's legitimate interests. The parties specifically covenant and agree that should any of the provisions in this Agreement be deemed by a court of competent jurisdiction too broad for the protection of Nucor's legitimate interests, the parties authorize the court to narrow, limit or modify the restrictions herein to the extent reasonably necessary to accomplish such purpose. In the event such limiting construction is impossible, such invalid or unenforceable provision shall be deemed severed from this Agreement and every other provision of this Agreement shall remain in full force and effect. 13. Assignment of Intellectual Property Rights. ------------------------------------------ (a.) Employee hereby assigns to Nucor Employee's entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), and any other work of authorship (collectively the "Developments"), made or conceived during Employee's employment by Nucor solely or jointly by Employee, or created wholly or in part by Employee, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) relate to Nucor's actual or anticipated business or research or development, or (ii) are suggested by or result from any work performed by Employee on Nucor's behalf. (b.) In connection with any of the Developments assigned in subparagraph (a) above: (i) Employee will promptly disclose them to Nucor's management; and (ii) Employee will, on Nucor's request, promptly execute a specific assignment of title to Nucor or its designee, and do anything else reasonably necessary to enable Nucor or its designee to secure a patent, copyright, or other form of protection therefore in the United States and in any other applicable country. 14. Enforcement. In addition to any other remedies available to Nucor, ----------- the provisions of this Agreement may be enforced by injunction to (a) restrain any violation by Employee, Employee's partners, agents, servants, employers, and employees, and all persons acting for or with Employee, and (b) to compel specific performance of the terms and conditions of this Page 5 of 7 Agreement. Employee represents and acknowledges that in the event of the termination of Employee's employment for any reason, Employee's experience and capabilities are such that Employee can obtain employment and that enforcement of this Agreement by way of injunction will not prevent Employee from earning a livelihood. 15. Reasonableness of Restrictions. Employee has carefully considered the ------------------------------ nature and extent of the restrictions upon him and the rights and remedies conferred upon Nucor under Sections 4, 10, 11, 13, and 14 and hereby acknowledges and agrees that the same are reasonable in time and territory, are designed to eliminate competition which would otherwise be unfair to Nucor, do not interfere with Employee's exercise of his inherent skill and experience, are reasonably required to protect the legitimate interests of Nucor, and do not confer a benefit upon Nucor disproportionate to the detriment to the Employee. Employee certifies that he has had the opportunity to discuss this Agreement with such legal advisors as he chooses and that he understands its provisions and has entered into this Agreement freely and voluntarily. 16. Applicable Law. This Agreement shall be interpreted, construed and -------------- governed according to the laws of the State of North Carolina, regardless of choice of law principles to the contrary. Further, Nucor and Employee agree that in any dispute between them jurisdiction and venue are appropriate in Mecklenburg County, North Carolina. 17. Employee to Return Property. Employee agrees that upon (a) the --------------------------- termination of Employee's employment with Nucor, whether by Employee or Nucor for any reason (with or without cause), or (b) the written request of Nucor, Employee (or in the event of the death or disability of Employee, Employee's heirs, successors, assigns and legal representatives) shall return to Nucor any and all property of Nucor, including but not limited to all Confidential Information, notes, data, tapes, computers, lists, reference items, phones, documents, sketches, drawings, software, product samples, rolodex cards, forms, manuals, and equipment, without retaining any copies or summaries of such property. 18. Entire Agreement; Amendments. This Agreement discharges and cancels ---------------------------- all previous agreements and constitutes the entire agreement between the parties with regard to the subject matter hereof. No agreements, representations, or statements of any party not contained herein shall be binding on either party. Further, no amendment or variation of the terms or conditions of this Agreement shall be valid unless in writing and signed by both parties. 19. Assignability. This Agreement and the rights and duties created ------------- hereunder shall not be assignable or delegable by Employee. Nucor may, at its option and without consent of Employee, assign its rights and duties hereunder to any successor entity or transferee of Nucor's assets. 20. Binding Effect. This Agreement shall be binding upon and inure to the -------------- benefit of Nucor and Employee and their respective successors, assigns, heirs and legal representatives. 21. No Waiver. No failure or delay by any party to this Agreement to --------- enforce any right specified in this Agreement will operate as a waiver of such right, nor will any single or Page 6 of 7 partial exercise of a right preclude any further or later enforcement of the right within the period of the applicable statute of limitations. IN WITNESS WHEREOF, the parties have executed this Agreement on the dates specified below. JOHN J. FERRIOLA /s/ JOHN J. FERRIOLA_ ---------------------------------------- John J. Ferriola Date: 1/30/02 ----------------------------------- NUCOR CORPORATION By: /s/ TERRY S. LISENBY ------------------------------------- Its: Executive Vice President and CFO ------------------------------------ Date: 1/30/02 ----------------------------------- Page 7 of 7 EX-11 6 dex11.txt COMPUTATION OF NET EARNINGS NUCOR CORPORATION Exhibits 11 and 21 to Form 10-K - 2001 EXHIBIT 11 - COMPUTATION OF NET EARNINGS PER SHARE - --------------------------------------------------
Year ended December 31, ---------------------------------------- 2001 2000 1999 ------------ ------------ ------------ BASIC: Basic net earnings......................... $112,961,007 $310,907,988 $244,589,094 ============ ============ ============ Average shares outstanding................. 77,707,832 81,762,429 87,247,160 ========== ========== ========== Basic net earnings per share............... $1.45 $3.80 $2.80 ====== ===== ====== DILUTED: Diluted net earnings....................... $112,961,007 $310,907,988 $244,589,094 ============ ============ ============ Diluted average shares outstanding: Basic shares outstanding................. 77,707,832 81,762,429 87,247,160 Dilutive effect of employee stock options 75,412 14,825 40,116 ------------ ------------ ------------ 77,783,244 81,777,254 87,287,276 ============ ============ ============ Diluted net earnings per share............. $1.45 $3.80 $2.80 ===== ===== =====
EX-13 7 dex13.txt 2001 ANNUAL REPORT AT A GLANCE ----------- 7 [MAP OF THE UNITED STATES] BAR MILL GROUP Products: Steel bars, angles and other products for automotive, farm machinery, metal buildings, furniture, recreational equipment and other categories. Darlington, South Carolina Norfolk, Nebraska Jewett, Texas Plymouth, Utah Auburn, New York (Nucor Steel Auburn, Inc.) SHEET MILL GROUP Products: Flat-rolled steel for appliances, pipes and tubes, construction and other industries. Crawfordsville, Indiana Hickman, Arkansas Berkeley County, South Carolina NUCOR-YAMATO STEEL COMPANY Products: Super-wide flange steel beams, pilings, heavy structural steel products for fabricators, manufacturers and steel service centers. Blytheville, Arkansas BEAM MILL Products: Wide flange steel beams, pilings, heavy structural steel products for fabricators, manufacturers and steel service centers. Berkeley County, South Carolina PLATE MILL Products: Steel plate for manufacturers of rail cars, ships and barges, refinery tanks and others. Hertford County, North Carolina VULCRAFT GROUP Products: Steel joists, joist girders and steel deck for buildings. Florence, South Carolina Norfolk, Nebraska Fort Payne, Alabama Grapeland, Texas St. Joe, Indiana Brigham City, Utah Chemung, New York (Vulcraft of New York, Inc.) COLD FINISH GROUP Products: Cold finished steel bars for shafting and precision machined parts. Norfolk, Nebraska Darlington, South Carolina Brigham City, Utah BUILDING SYSTEMS GROUP Products: Metal buildings and metal building components for commercial, industrial and institutional building markets. Waterloo, Indiana Swansea, South Carolina Terrell, Texas FASTENER DIVISION Products: Steel hexhead cap screws, structural bolts and hex bolts for automotive, machine tool, farm implements, construction and military applications. St. Joe, Indiana LIGHT GAUGE STEEL FRAMING ITEC STEEL, INC. Products: Load bearing light gauge steel framing systems for the commercial and residential construction markets. Denton, Texas (headquarters) Dallas, Georgia Lakeland, Georgia CORPORATE OFFICE Charlotte, North Carolina OPERATIONS REVIEW - ----------------- 8 - ------------------------------------------------------------------------------ BAR MILL GROUP, SHEET MILL GROUP, STRUCTURAL MILLS AND PLATE MILL Nucor operates scrap-based steel mills in eleven facilities. These mills utilize modern steelmaking techniques and produce steel at a cost competitive with steel manufactured anywhere in the world. - ------------------------------------------------------------------------------ BAR MILL GROUP The Bar Mill Group has five mills located in South Carolina, Nebraska, Texas, Utah and New York that produce bars, angles and light structural carbon and alloy steels. These bar products have wide usage including automotive, farm equipment, metal buildings, furniture and recreational equipment. In constructing Nucor steel mills, capital cost per ton of capacity has been lower than the capital cost generally required for other steel mills. Four of the bar mills were constructed by Nucor between 1969 and 1981. The total capital cost of these four bar mills averaged about $186 per ton of current annual capacity. Over the years, Nucor has completed extensive capital projects to keep these facilities modernized. In February 2002, Nucor announced that over $200,000,000 will be spent on bar mill capital projects over the next three years. The projects include a modernization of the rolling mill at the Nebraska facility, a new melt shop at the Texas facility, and a new reheat furnace and finishing end at the South Carolina facility. 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 (SBQ) shapes and rebar. Total capacity of the five bar mills is approximately 3,700,000 tons per year. SHEET MILL GROUP The Sheet Mill Group produces flat-rolled steel for appliances, pipes and tubes, construction and other industries. The three sheet mills are located in Indiana, Arkansas and South Carolina. The Nucor sheet mills were constructed between 1989 and 1996. The total cost of these sheet mills averaged about $301 per ton of current annual capacity. The sheet mills utilize thin slab casters to produce hot-rolled sheet which can be further processed through cold rolling and galvanizing. Nucor's sheet mills have a lower capital cost than integrated steel mills producing these products. Total capacity of the sheet mills is in excess of 6,000,000 tons per year. STRUCTURAL MILLS The Structural Mills produce wide flange steel beams, pilings and heavy structural steel products for construction companies. In 1988, Nucor and Yamato Kogyo, one of Japan's major producers of wide-flange beams, completed construction of a beam mill located near Blytheville, Arkansas. Nucor owns a 51% interest in Nucor-Yamato Steel Company. During 1999, Nucor started operations at the 500,000 tons-per-year steel beam mill in South Carolina. Both mills use a special continuous casting method that produces a beam blank closer in shape to that of the finished beam than traditional methods. Current annual production capacity of the structural mills is about 2,900,000 tons. The total capital cost of the two structural mills averaged about $270 per ton of current annual capacity. PLATE MILL Nucor's Plate Mill is located in North Carolina and produces steel plate for manufacturers of rail cars, ships, barges, refinery tanks and others. During 2000, Nucor substantially completed construction of the 1,000,000 tons-per-year steel plate mill. Casting and rolling began in October 2000. The start-up has been successful and the mill is producing high quality plate. With the competitive advantages of new, more efficient production technology and Nucor's strong customer service orientation, we intend to build a profitable market share position in the plate market. OPERATIONS REVIEW ----------------- 9 OPERATIONS Nucor's steel mills are among the most modern and efficient mills in the United States. Steel scrap is melted in electric arc furnaces and poured into continuous casting systems. Highly sophisticated rolling mills convert the billets and slabs into angles, rounds, channels, flats, sheet, beams, plate and other products. Production in 2001 was a record 12,316,000 tons, a 9% increase from 11,271,000 tons in 2000. Annual production capacity has grown from 120,000 tons in 1970 to a present total of almost 14,000,000 tons. The operations in the rolling mills are highly automated and require fewer operating employees than older mills. All Nucor steel mills have high productivity, which results in employment costs of approximately 11% of the sales dollar. This is lower than the employment costs of integrated steel companies producing comparable products. Employee turnover in all mills is extremely low. All employees have a significant part of their compensation based on their productivity. Production employees work under group incentives that provide increased earnings for increased production. This additional compensation is paid weekly. Steel mills are large consumers of electricity and gas. However, because of the high efficiency of Nucor steel mills, these energy costs were only 10% of the sales dollar in 2001. Scrap and scrap substitutes are the most significant element in the total cost of steel. Their average cost decreased to $101 per ton used in 2001 from $120 per ton used in 2000. MARKETS AND MARKETING Approximately 90% of the eleven steel mills' production in 2001 was sold to outside customers and the balance was used internally by the Vulcraft Group, Cold Finish Group, Building Systems Group and Fastener Division. Steel sales to outside customers in 2001 were a record 11,032,000 tons, 13% higher than the 9,779,000 tons in 2000. The Bar Mill and Sheet Mill Groups' customers are primarily manufacturers and steel service centers. The Structural and Plate Mills' customers are primarily fabricators, manufacturers and steel service centers. Nucor uses a simple, highly competitive pricing system that is less complicated than the traditional pricing structure in the steel industry. For the bar and structural mills, all customers in a region are charged the same published price. This allows customers to maintain the lowest practical inventory. Because of the specialized requirements of many customers of the sheet mills, pricing can vary due to the additional costs of accommodating these requirements. TRADE ISSUES Nucor's recent involvement in trade issues is a critical part of our efforts to support the long-term success of our steel-making operations. Unfairly traded, illegally dumped steel imports have devastated the U.S. steel industry and its workers. As the largest and most open steel market in the world, the United States has become the dumping ground for excess steel production. The root causes of the import surges experienced in recent years are foreign overcapacity, foreign government subsidies and foreign anti-competitive practices. Nucor devoted unprecedented resources to this issue in 2001 in an effort to help the Administration and Congress craft a sensible solution to these critical issues. Our efforts, and the efforts of others in the industry, were largely successful. President Bush imposed a series of tariffs over a three-year period that should stem the tide of illegal imports. The tariffs begin at 30% for many steel products, then gradually decline in years 2 and 3. Nucor, as well as other steel companies, had been urging the President to adopt 40% tariffs. While the President's plan did not give us everything we asked for, it was a strong, solid solution. We expect import levels to decline, but certainly not disappear. There are some fundamental elements of the decision that could undermine its effectiveness, so Nucor must remain diligent in becoming involved in its implementation. Meanwhile, Nucor will work with Congress to put into place more lasting solutions to trade issues. The President's trade actions, constructive as they were, are only the beginning of a long-term solution. U.S. trade regulators have repeatedly found producers in other nations guilty of illegally importing steel into this country; but the legal procedures to reach these determinations frequently take a year or longer. Everyone in the Administration and Congress who worked on this issue is to be commended for the expertise and commitment they brought to understanding this issue. We will work closely with them to maximize the benefits to our employees, our communities and the domestic steel industry. OPERATIONS REVIEW - ----------------- 10 NEWER FACILITIES AND EXPANSIONS In 1998 Nucor substantially completed construction and started operations of a major addition to Nucor's Hickman, Arkansas steel sheet mill. This addition includes an 800,000 tons-per-year cold rolling facility; a 500,000 tons-per-year galvanizing facility; and associated pickling and annealing facilities. During 1999, Nucor completed construction and started operations of the 500,000 tons-per-year steel beam mill in South Carolina. During 2000, Nucor started operations of the second caster addition at the steel sheet mill in Berkeley County, South Carolina. This addition cost more than $40,000,000 and increased this mill's hot-band capacity from 1,500,000 tons to 2,400,000 tons per year. During 2001, Nucor started operations of the second cold rolling facility at the South Carolina sheet mill, increasing this mill's cold rolled steel capacity from 750,000 tons to 1,500,000 tons per year, at a cost of more than $40,000,000. The steel plate mill in Hertford County, North Carolina started casting and rolling in October 2000. This facility, which has an annual capacity of 1,000,000 tons, cost about $480,000,000. At the end of the first quarter of 2001, Nucor completed the acquisition of the assets of Auburn Steel Company, Inc.'s 430,000 tons-per-year merchant bar, rebar and SBQ steel mill. Nucor Steel-Auburn, Inc. is an important addition to our Bar Mill Group, as it gives Nucor a merchant bar presence in the Northeast and is also an excellent strategic fit with our new Vulcraft facility in New York. In January 2002, the Delaware bankruptcy court approved Nucor's purchase of substantially all of the assets of Trico Steel Company, LLC. 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. Nucor has made an offer of $500,000,000 to purchase substantially all of the assets of Birmingham Steel Corporation and is awaiting a response from the company. COMMERCIALIZATION OF NEW TECHNOLOGIES The Castrip/r/ facility at the Crawfordsville, Indiana location will produce thin-strip sheet steel. This facility uses the break-through technology of strip casting, to which Nucor holds exclusive rights in the United States and Brazil. Strip casting involves the direct casting of molten steel into final shape and thickness without further hot or cold rolling. This process allows lower investment and operating costs, reduced energy consumption and smaller scale plants than can be economically built with current technology. This process also reduces the overall environmental impact of producing steel through significantly lower emissions, particularly NOx. 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. Rio Tinto has operated a pilot plant utilizing this technology. The HIsmelt technology would offer an alternative supply of high-quality iron units for feedstock. OUTLOOK FOR THE FUTURE The manufacture of steel will continue to be a key factor in Nucor's future performance. Total steel production is anticipated to increase significantly over the next several years from the 12,316,000 tons produced in 2001. Nucor expects to obtain additional capacity through expansions at our existing steel mills, greenfield construction and acquisitions. We expect to generate above-average earnings from our steelmaking operations in the future, but recognize that uncertainty in external factors such as the economy and the level of imports will have a significant impact on our results. While we cannot control these outside forces, Nucor has a long-standing tradition of emerging from cyclical downturns stronger than before entering them. We intend to take advantage of the economic downturn to gain market share, penetrate new markets and emphasize cost reduction and quality improvement initiatives. OPERATIONS REVIEW ----------------- 11 [CHART] STEEL PRODUCTION [Bar chart appears here] [CHART] STEEL SALES TO OUTSIDE CUSTOMERS [Bar chart appears here] [CHART] TOTAL STEEL SHIPMENTS [Bar chart appears here] OPERATIONS REVIEW - ----------------- 12 - -------------------------------------------------------------------------------- THE VULCRAFT GROUP is the nation's largest producer of open-web steel joists, joist girders and steel deck, which are used for building construction. - -------------------------------------------------------------------------------- OPERATIONS Steel joists and joist girders are produced and marketed nationally through seven Vulcraft facilities located in South Carolina, Nebraska, Alabama, Texas, Indiana, Utah and New York (Vulcraft of New York, Inc.). Current annual production capacity is more than 685,000 tons. In 2001, Vulcraft produced 532,000 tons of steel joists and joist girders, a decrease of 13% from the 613,000 tons produced in 2000. Materials, primarily steel, were 43% of the joist sales dollar in 2001. The Vulcraft Group obtained 92% of its steel requirements for joists and joist girders from the Nucor Bar Mill Group. For 2001, freight costs for joists and joist girders were less than 10% of the sales dollar. Vulcraft maintains an extensive fleet of trucks to ensure and control on-time delivery. The Vulcraft facilities in South Carolina, Nebraska, Alabama, Texas, Indiana and New York produce steel deck. Current deck annual production capacity is in excess of 400,000 tons. Vulcraft steel deck sales decreased 3% from 353,000 tons in 2000 to 344,000 tons in 2001. Coiled sheet steel was about 62% of the steel deck sales dollar in 2001. The Vulcraft Group obtained 89% of its steel requirements for steel deck production from the Nucor Sheet Mill Group. Almost all of the production employees of Vulcraft work with a group incentive system, which provides increased compensation each week for increased performance. MARKETS AND MARKETING Steel joists, joist girders and steel decking are used extensively as part of the roof and floor support systems in manufacturing buildings, retail stores, shopping centers, warehouses, schools, churches, hospitals and, to a lesser extent, in multi-story buildings and apartments. Building support systems using joists, joist girders and steel deck are frequently more economical than other systems. Steel joists and joist girder sales are obtained by competitive bidding. Vulcraft quotes on an estimated 80% to 90% of the domestic buildings using steel joists and joist girders as part of the support systems. In 2001, Vulcraft supplied more than an estimated 40% of total domestic sales of steel joists. Steel deck is specified in the majority of buildings using steel joists and joist girders. In 2001, Vulcraft supplied more than 30% of total domestic sales of steel deck. Sales of steel joists, joist girders and steel deck are dependent on the non-residential building construction market. NEWER FACILITIES Nucor began construction on a Vulcraft facility in Chemung, New York (Vulcraft of New York, Inc.) in 2000. Start-up of the facility began in the second half of 2001. This facility produces steel joists, joist girders and steel deck and cost about $50,000,000. The majority of the raw materials for this facility are supplied by Nucor's steel mills in Auburn, New York and Crawfordsville, Indiana. The Chemung Vulcraft facility represents a continuation of our successful value-added strategy, as well as expansion into a new geographic market for Vulcraft. OUTLOOK FOR THE FUTURE The decreased level of construction over the past year has unfavorably impacted the volume of non-residential buildings supplied by the Vulcraft Group. Prevailing economic projections call for continued weakness in building construction in 2002, which will negatively affect the sales of steel joists, joist girders and steel deck and the earnings of Vulcraft. OPERATIONS REVIEW ----------------- 13 [CHART] STEEL JOIST PRODUCTION [Bar chart appears here] [CHART] STEEL DECK SALES [BAr chart appears here] OPERATIONS REVIEW - ----------------- 14 - -------------------------------------------------------------------------------- COLD FINISH GROUP AND FASTENER DIVISION Nucor manufactures a variety of products using steel from Nucor mills. - -------------------------------------------------------------------------------- COLD FINISH GROUP The Cold Finish Group has facilities in Nebraska, South Carolina and Utah. These facilities produce cold drawn and turned, ground and polished steel bars that are used extensively for shafting and machined precision parts. The Cold Finish Group produces rounds, hexagons, flats and squares in carbon and alloy steels. These bars, in turn, are purchased by several industries, including automotive, farm machinery, hydraulic, appliance, electric motor and service centers. Nucor Cold Finish bars are used in tens of thousands of products. A few examples include anchor bolts in basketball hoops and farm machinery, hydraulic cylinders, and shafting for air conditioner compressors, ceiling fan motors, garage door openers, electric motors and lawn mowers. The total capacity of the three facilities is about 350,000 tons per year. All three facilities are among the most modern in the world and use in-line electronic testing to ensure outstanding quality. Nucor Cold Finish obtains most of its steel from members of the Nucor Bar Mill Group. This factor, along with efficient facilities using the latest technology, results in a highly competitive cost structure. In 2001, sales of cold finished steel products were 203,000 tons, a decrease of 19% from the 250,000 tons in 2000. The total cold finish market is estimated to be more than 1,800,000 tons. The Cold Finish Group anticipates opportunities for significant increases in sales and earnings during the next several years. FASTENER DIVISION Nucor Fastener's state-of-the-art steel bolt-making facility in Indiana produces standard steel hexhead cap screws, hex bolts, socket head cap screws and structural bolts. Fasteners are used in a broad range of markets, including automotive, machine tools, farm implements, construction and military applications. Annual capacity is more than 75,000 tons, which is less than an estimated 20% of the total market for these products. Our modern facility allows Nucor Fastener to maintain highly competitive pricing in a market currently dominated by foreign suppliers. This operation is highly automated and has fewer employees than comparable facilities. The Fastener Division obtains much of its steel from the Nucor Bar Mill Group. [CHART] COLD FINISH STEEL SALES [Bar chart appears here] OPERATIONS REVIEW ----------------- 15 - -------------------------------------------------------------------------------- BUILDING SYSTEMS GROUP AND LIGHT GAUGE STEEL FRAMING Nucor manufactures metal buildings and steel framing systems for commercial, industrial and residential construction markets. - -------------------------------------------------------------------------------- BUILDING SYSTEMS GROUP The Building Systems Group produces pre-engineered metal building systems and components in Indiana, South Carolina and Texas. With the start-up of the building systems facility in Terrell, Texas during 2000, the annual capacity is now more than 145,000 tons. The size of the buildings that can be produced ranges from less than 500 square feet to more than 1,000,000 square feet. Complete metal building packages can be customized and combined with other materials such as glass, wood and masonry to produce a cost effective, aesthetically sound building designed for customers' special requirements. The buildings are sold through a builder distribution network in order to provide fast-track, customized solutions for building owners. Building systems sales in 2001 were approximately 65,000 tons, a decrease of 17% from the 78,500 tons sold in 2000. The primary markets are commercial, industrial and institutional buildings, including distribution centers, automobile dealerships, retail centers, schools, warehouses and manufacturing facilities. The Building Systems Group obtains a significant portion of its steel requirements from the Nucor Bar and Sheet Mill Groups. LIGHT GAUGE STEEL FRAMING In November 2001, Nucor announced the acquisition of ITEC Steel, Inc., and its wholly-owned subsidiary, Steel Truss and Frame Corp. ITEC specializes in light gauge steel framing systems for the commercial and residential construction markets and has facilities in Texas and Georgia. As a leader in the emerging load bearing light gauge steel framing industry, ITEC will provide Nucor with a platform to enter this rapidly expanding new market. Nucor plans to aggressively broaden ITEC's opportunities through geographic expansion and the introduction of new products. In January 2002, Nucor announced that the company had entered into a strategic alliance with Truswal Systems Corporation, a leading supplier of engineered products and state of the art software for the building components industry. The alliance includes a software development and license agreement which will result in development of proprietary design, engineering and layout software. ITEC will use Truswal's software in its operations, and Truswal will market ITEC's light gauge steel framing products through its fabricator network. [CHART] BUILDING SYSTEMS SALES [Bar chart appears here] MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF - -------------------------------------------------------------------------- OPERATIONS - ---------- 16 - -------------------------------------------------------------------------------- OPERATIONS Nucor's business is the manufacture and sale of steel products. During the last five years, the sales of Nucor have increased 13% from $3,647,000,000 in 1996 to $4,139,000,000 in 2001. Total tons sold by Nucor have increased 45% from 8,459,000 tons in 1996 to 12,237,000 tons in 2001. The majority of this growth has been internally generated. NET SALES Net sales for 2001 decreased 10% to $4,139,000,000, compared with $4,586,000,000 in 2000. The decrease was primarily due to an 18% decrease in composite sales price per ton from $410 in 2000 to $338 in 2001. The continued flood of imports and the downturn in the economy unfavorably affected sales prices. Net sales increased 14% from 1999 to 2000, with more than 55% of the increase due to increased volume. Additional benefit was derived from a 4% increase in composite sales price per ton from $394 in 1999 to $410 in 2000. The record year of sales experienced in 2000 was primarily due to the performance in the first half of the year. In the second half of 2000, demand decreased and import levels increased significantly -- a trend that continued in 2001. The decrease in net sales in 2001 was mitigated to some extent by increased volume. Nucor established new annual tonnage records for total steel shipments and steel shipments to outside customers in 2001. Total shipments were 12,141,000 tons in 2001, compared with 10,980,000 tons in 2000 and 10,122,000 tons in 1999. Steel sales to outside customers were 11,032,000 tons in 2001, compared with 9,779,000 tons in 2000 and 8,734,000 tons in 1999. Steel joist production for 2001 was 532,000 tons, compared with 613,000 tons in 2000 and 616,000 tons in 1999. Steel deck sales were 344,000 tons in 2001, versus 353,000 tons in 2000 and 375,000 tons in 1999. Cold finish steel sales were 203,000 tons in 2001 compared with 250,000 tons in 2000 and 243,000 tons in 1999. COST OF PRODUCTS SOLD The major component of cost of products sold is raw material costs. The average price of raw materials decreased by 13% from 2000 to 2001, and increased by less than 10% from 1999 to 2000. The average scrap and scrap substitute cost per ton used was $101 in 2001, $120 in 2000 and $111 in 1999. By the fourth quarter of 2001, the average scrap cost per ton used had decreased to $99. The minority interests in operations of less than 100%-owned subsidiaries are included in cost of products sold. Minority interests were $103,000,000 in 2001, $151,300,000 in 2000 and $85,700,000 in 1999. State income taxes of $5,500,000 in 2001, $15,200,000 in 2000 and $11,700,000 in 1999 have also been recorded in cost of products sold. GROSS MARGIN Gross margin decreased to 8% in 2001 from 14% in 2000 and 13% in 1999. In addition to the net sales and cost of products sold factors discussed above, gross margins were affected by pre-operating and start-up costs at several of the Nucor facilities. Pre-operating and start-up costs of new facilities increased to $97,800,000 in 2001, compared with $50,900,000 in 2000 and $42,800,000 in 1999. In 2001, these 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. MARKETING, ADMINISTRATIVE AND OTHER EXPENSES The major components of marketing, administrative and other expenses are freight and profit sharing costs. Unit freight costs increased less than 5% both from 2000 to 2001 and from 1999 to 2000. Profit sharing costs decreased by 73% from 2000 to 2001, and increased by 46% from 1999 to 2000. Profit sharing costs are based upon and fluctuate with pre-tax earnings. In 2000, profit sharing costs included over $6,200,000 for an extraordinary bonus paid to employees for the achievement of record earnings during the year. Every employee except for senior officers received $800. In 2001, marketing, administrative and other expenses were reduced by a gain on the sale of Nucor Iron Carbide, Inc. INTEREST EXPENSE (INCOME) Interest expense, net of interest income, increased in 2001 as a result of increased average long-term debt and decreased average interest rates on short-term investments. Interest income, net of interest expense, decreased in 2000 primarily due to increased long-term debt and decreased average short-term investments. The increase in interest income, net of interest expense, in 1999 resulted from increased average short-term investments. FEDERAL INCOME TAXES Federal income taxes were at a rate of 35% for 2001 and 2000 and 35.5% for 1999. NET EARNINGS The decrease in 2001 earnings resulted primarily from decreased margins and increased pre-operating and start-up costs of new facilities, partially offset by decreased profit sharing costs and decreased federal income taxes. Nucor's net earnings were also favorably affected in the fourth quarter of 2001 by a gain of $20,200,000 related to the sale of Nucor Iron Carbide, Inc. ($11,900,000 after tax and profit sharing, or $.15 per share). The increase in 2000 earnings resulted primarily from increased margins and increased volume. Earnings were 5% of average equity in 2001, compared with 14% in 2000 and 11% in 1999. - -------------------------------------------------------------------------------- LIQUIDITY AND CAPITAL RESOURCES In 2001, working capital increased 8% from $821,500,000 to $889,500,000, due primarily to decreased accrued profit sharing costs. The current ratio was 2.8 in 2001, 2.5 in 2000 and 2.9 in 1999. During 2000, Nucor negotiated a comprehensive agreement with the United States Environmental Protection Agency. In July 2001, Nucor paid a $9,000,000 penalty and has agreed to spend another $4,000,000 in Supplemental Environmental Projects under the agreement. The cost of complying with the terms of this decree will not impact liquidity. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF -------------------------------------------------------------------------- OPERATIONS ---------- 17 We have a simple capital structure with no off-balance sheet financing arrangements or relationships with special purpose entities. Nucor sometimes uses natural gas purchase contracts to partially manage its exposure to price risk of natural gas which is used during the manufacturing process. The use of these contracts is immaterial for all periods presented. OPERATING ACTIVITIES Cash provided by operating activities decreased to $495,100,000 in 2001, compared with $820,800,000 in 2000 and $604,800,000 in 1999. Gross margins deteriorated in 2001 due to lower average selling prices and increased pre-operating and start-up costs of new facilities. Additionally, in 2001, changes in operating assets and liabilities (exclusive of acquisitions and dispositions) used cash of $724,000, compared with changes in operating assets and liabilities providing cash of $79,800,000 in 2000 and $7,400,000 in 1999. INVESTING ACTIVITIES Cash used in investing activities decreased to $360,400,000 in 2001, compared with $410,300,000 in 2000 and $374,300,000 in 1999. Capital expenditures for new facilities and expansion of existing facilities decreased to $261,100,000 in 2001, compared with $415,400,000 in 2000 and $374,700,000 in 1999. During 2001, Nucor sold Nucor Iron Carbide, Inc. and sold the assets of the Nucor Bearing Products facility. Total proceeds from these two sales as well as the sale of other equipment at existing facilities were $22,700,000 in 2001. Also in 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 and acquired ITEC Steel, Inc. for approximately $7,000,000 (excluding liabilities assumed). FINANCING ACTIVITIES Cash used in financing activities was $162,900,000 in 2001, compared with $492,100,000 in 2000 and cash provided by financing activities of $32,900,000 in 1999. No additional long-term debt was incurred in 2001. Net long-term debt borrowings were $70,000,000 in 2000 and $175,000,000 in 1999. The acquisitions of the bar mill in Auburn, New York and of ITEC Steel, Inc. in 2001 were funded by Nucor's existing cash and short-term investments. Unused long-term credit facilities total $248,000,000 at the end of 2001 and expire from 2003 through 2007. The percentage of long-term debt to total capital (long-term debt plus minority interests plus stockholders' equity) was 16% in 2001, 16% in 2000 and 13% in 1999. Nucor's directors have approved the purchase of up to 15,000,000 shares of Nucor common stock. There were no repurchases during 2001. Since the inception of the stock repurchase program in 1998, a total of approximately 10,800,000 shares have been repurchased at a cost of about $444,500,000. OUTLOOK Nucor's objective is to maintain a strong balance sheet. Capital expenditures are currently projected to be less than $200,000,000 in 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 on both a short and long-term basis. Nucor has the financial ability to borrow significant additional funds and still maintain reasonable leverage in order to finance major acquisitions. In January 2002, the Delaware bankruptcy court approved Nucor's purchase of substantially all of the assets of Trico Steel Company, LLC. 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. Nucor has made an offer of $500,000,000 to purchase substantially all of the assets of Birmingham Steel Corporation and is awaiting a response from the company. The past year was one of the toughest that the steel industry has experienced in decades. Nucor's earnings in 2002 will be impacted by the state of the economy, specifically the construction industry, and the remedy implemented for relief from illegally dumped steel imports. - ------------------------------------------------------------------------------- CRITICAL ACCOUNTING POLICIES AND ESTIMATES Nucor's discussion and analysis of its financial condition and results of operations are based upon Nucor's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires Nucor to make estimates and assumptions that affect the amounts reported in the financial statements. On an ongoing basis, Nucor evaluates its estimates, including those related to contracts, torts, environment, taxes, warranties and insurance. Actual costs could differ from these estimates under different assumptions or conditions. Nucor believes the following critical accounting policies affect its more significant judgments and estimates used in the preparation of its consolidated financial statements. Nucor maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments. If the financial condition of Nucor's customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. Nucor reviews long-lived assets for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be recoverable, and records an impairment charge if necessary. Future changes in circumstances could also result in impairment charges. Nucor is subject to environmental laws and regulations established by federal, state and local authorities, and makes provision for the estimated costs related to compliance. If the environmental laws and regulations or the company's underlying assumptions change, adjustments to the reserves may be necessary. SIX-YEAR FINANCIAL REVIEW ------------------------- 21
---------------------------------------------------------------------------------------------- 2001 2000 1999 1998 1997 1996 - --------------------------------------------------------------------------------------------------------------------------- FOR THE YEAR Net sales $4,139,248,578 $4,586,145,981 $4,009,346,082 $4,151,232,283 $4,184,497,854 $3,647,030,387 Costs and expenses: Cost of products sold 3,820,303,026 3,925,478,540 3,480,478,687 3,591,782,838 3,578,941,039 3,139,157,919 Marketing, administrative and other expenses 138,559,488 183,175,557 154,773,600 147,973,101 145,409,693 120,387,357 Interest expense (income) 6,525,057 (816,104) (5,095,299) (3,832,252) (35,318) (283,837) -------------- -------------- -------------- -------------- -------------- -------------- 3,965,387,571 4,107,837,993 3,630,156,988 3,735,923,687 3,724,315,414 3,259,261,439 Earnings before federal income taxes 173,861,007 478,307,988 379,189,094 415,308,596 460,182,440 387,768,948 Federal income taxes 60,900,000 167,400,000 134,600,000 151,600,000 165,700,000 139,600,000 -------------- -------------- -------------- -------------- -------------- -------------- Net earnings 112,961,007 310,907,988 244,589,094 263,708,596 294,482,440 248,168,948 Net earnings per share 1.45 3.80 2.80 3.00 3.35 2.83 Dividends declared per share .68 .60 .52 .48 .40 .32 Percentage of earnings to sales 2.7% 6.8% 6.1% 6.4% 7.0% 6.8% Return on average equity 5.2% 14.2% 11.3% 13.4% 16.9% 16.6% Capital expenditures 261,145,658 415,404,602 374,717,759 502,910,263 306,749,422 537,438,406 Depreciation 289,063,213 259,365,173 256,637,460 264,038,622 218,764,101 182,232,851 Sales per employee 507,137 597,193 547,762 591,596 622,554 572,038 =========================================================================================================================== AT YEAR END Current assets $1,373,665,916 $1,379,529,050 $1,538,508,511 $1,129,467,383 $1,125,508,464 $ 828,380,585 Current liabilities 484,158,726 558,068,452 531,030,898 486,897,157 524,453,610 465,652,755 -------------- -------------- -------------- -------------- -------------- -------------- Working capital 889,507,190 821,460,598 1,007,477,613 642,570,226 601,054,854 362,727,830 Current ratio 2.8 2.5 2.9 2.3 2.1 1.8 Property, plant and equipment 2,365,655,061 2,329,420,798 2,180,419,463 2,086,158,459 1,858,874,894 1,791,152,821 Total assets 3,759,348,176 3,710,867,705 3,718,927,974 3,215,625,842 2,984,383,358 2,619,533,406 Long-term debt 460,450,000 460,450,000 390,450,000 215,450,000 167,950,000 152,600,000 Percentage of debt to capital 15.6% 15.9% 13.4% 8.4% 7.2% 7.5% Stockholders' equity 2,201,460,329 2,130,951,640 2,262,247,906 2,072,551,781 1,876,425,866 1,609,290,193 Per share 28.29 27.47 25.96 23.73 21.32 18.33 Shares outstanding 77,814,511 77,582,948 87,133,737 87,352,906 87,996,583 87,795,947 Stockholders 47,000 51,000 55,000 62,000 50,000 39,000 Employees 8,400 7,900 7,500 7,200 6,900 6,600 ===========================================================================================================================
In November 2001, Nucor sold Nucor Iron Carbide, Inc. in Trinidad, resulting in a pre-tax gain of $20,200,000, included primarily in marketing, administrative and other expenses. CONSOLIDATED STATEMENTS OF EARNINGS AND STOCKHOLDERS' EQUITY - ------------------------------------------------------------ 22 CONSOLIDATED STATEMENTS OF EARNINGS
- ------------------------------------------------------------------------------------------------- Year Ended December 31, 2001 2000 1999 - ------------------------------------------------------------------------------------------------- NET SALES $4,139,248,578 $4,586,145,981 $4,009,346,082 COSTS AND EXPENSES: Cost of products sold 3,820,303,026 3,925,478,540 3,480,478,687 Marketing, administrative and other expenses 138,559,488 183,175,557 154,773,600 Interest expense (income) (Note 10) 6,525,057 (816,104) (5,095,299) -------------- -------------- -------------- 3,965,387,571 4,107,837,993 3,630,156,988 -------------- -------------- -------------- EARNINGS BEFORE FEDERAL INCOME TAXES 173,861,007 478,307,988 379,189,094 FEDERAL INCOME TAXES (Note 11) 60,900,000 167,400,000 134,600,000 -------------- -------------- -------------- NET EARNINGS $ 112,961,007 $ 310,907,988 $ 244,589,094 ============== ============== ============== NET EARNINGS PER SHARE (Note 6) $1.45 $3.80 $2.80 ===== ===== ===== =================================================================================================
See notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
- -------------------------------------------------------------------------------------------------------------------------- COMMON STOCK TREASURY STOCK ADDITIONAL RETAINED (at cost) Shares Amount PAID-IN CAPITAL EARNINGS Shares Amount - -------------------------------------------------------------------------------------------------------------------------- BALANCES, December 31, 1998 90,051,785 $36,020,714 $67,252,936 $2,016,856,168 2,698,879 $ 47,578,037 - -------------------------------------------------------------------------------------------------------------------------- Net earnings in 1999 244,589,094 Employee stock options 50,733 20,293 2,347,053 Employee stock compensation and service awards 1,785,220 (53,396) (1,070,449) Treasury stock acquired (478,642) 323,298 14,283,103 Cash dividends ($.52 per share) (45,354,239) - -------------------------------------------------------------------------------------------------------------------------- BALANCES, December 31, 1999 90,102,518 36,041,007 70,906,567 2,216,091,023 2,968,781 60,790,691 - -------------------------------------------------------------------------------------------------------------------------- Net earnings in 2000 310,907,988 Employee stock options 9,620 3,848 409,508 Employee stock compensation and service awards 401,879 (108,647) (3,921,444) Treasury stock acquired (223,284) 9,669,056 398,504,348 Cash dividends ($.60 per share) (48,213,301) - -------------------------------------------------------------------------------------------------------------------------- BALANCES, December 31, 2000 90,112,138 36,044,855 71,494,670 2,478,785,710 12,529,190 455,373,595 - -------------------------------------------------------------------------------------------------------------------------- Net earnings in 2001 112,961,007 Employee stock options 214,253 85,701 8,830,541 Employee stock compensation and service awards 864,944 (17,310) (629,219) Cash dividends ($.68 per share) (52,862,723) - -------------------------------------------------------------------------------------------------------------------------- BALANCES, December 31, 2001 90,326,391 $36,130,556 $81,190,155 $2,538,883,994 12,511,880 $454,744,376 - --------------------------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements. CONSOLIDATED BALANCE SHEETS --------------------------- 23 ------------------------------------ December 31, 2001 2000 - ------------------------------------------------------------------------------- ASSETS CURRENT ASSETS: Cash and short-term investments $ 462,348,547 $ 490,576,279 Accounts receivable (Note 2) 330,855,074 350,184,329 Inventories (Note 3) 466,690,217 461,151,913 Other current assets (Note 11) 113,772,078 77,616,529 -------------- -------------- TOTAL CURRENT ASSETS 1,373,665,916 1,379,529,050 PROPERTY, PLANT AND EQUIPMENT (Note 4) 2,365,655,061 2,329,420,798 OTHER ASSETS 20,027,199 1,917,857 -------------- -------------- $3,759,348,176 $3,710,867,705 ============== ============== - ------------------------------------------------------------------------------- LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 189,235,046 $ 203,334,079 Salaries, wages and related accruals 92,769,688 134,953,274 Accrued expenses and other current liabilities (Note 8) 202,153,992 219,781,099 -------------- -------------- TOTAL CURRENT LIABILITIES 484,158,726 558,068,452 -------------- -------------- LONG-TERM DEBT DUE AFTER ONE YEAR (Note 5) 460,450,000 460,450,000 -------------- -------------- DEFERRED CREDITS AND OTHER LIABILITIES (Notes 8, 9 and 11) 329,392,145 260,054,154 -------------- -------------- MINORITY INTERESTS 283,886,976 301,343,459 -------------- -------------- STOCKHOLDERS' EQUITY (Note 6): Common stock 36,130,556 36,044,855 Additional paid-in capital 81,190,155 71,494,670 Retained earnings 2,538,883,994 2,478,785,710 -------------- -------------- 2,656,204,705 2,586,325,235 Treasury stock (454,744,376) (455,373,595) -------------- -------------- 2,201,460,329 2,130,951,640 -------------- -------------- $3,759,348,176 $3,710,867,705 ============== ============== - ------------------------------------------------------------------------------- See notes to consolidated financial statements. CONSOLIDATED STATEMENTS OF CASH FLOWS - ------------------------------------- 24
----------------------------------------------- Year Ended December 31, 2001 2000 1999 - ----------------------------------------------------------------------------------------------------------- OPERATING ACTIVITIES Net earnings $112,961,007 $310,907,988 $244,589,094 Adjustments: Depreciation 289,063,213 259,365,173 256,637,460 Gain on sale of facility (20,219,224) -- -- Deferred federal income taxes 11,000,000 19,400,000 10,600,000 Minority interests 103,034,717 151,275,438 85,651,646 Changes in (exclusive of acquisitions and dispositions): Accounts receivable 33,788,641 43,579,322 (94,518,857) Inventories 26,302,845 3,831,738 (29,098,813) Accounts payable (20,991,631) (51,895,123) 56,899,431 Accrued environmental costs (25,187,000) 30,932,000 24,825,000 Other (14,637,243) 53,358,131 49,249,388 ------------ ------------ ------------ Cash provided by operating activities 495,115,325 820,754,667 604,834,349 - ----------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Capital expenditures (261,145,658) (415,404,602) (374,717,759) Disposition of plant and equipment 22,650,119 5,128,217 442,250 Acquisitions (net of cash acquired) (121,904,000) -- -- ------------ ------------ ------------ Cash used in investing activities (360,399,539) (410,276,385) (374,275,509) - ----------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES Increase in long-term debt -- 70,000,000 175,000,000 Issuance of common stock 10,410,405 4,736,679 5,223,015 Distributions to minority interests (120,491,200) (119,883,200) (87,176,880) Cash dividends (52,862,723) (48,213,301) (45,354,239) Acquisition of treasury stock -- (398,727,632) (14,761,745) ------------ ------------ ------------ Cash provided by (used in) financing activities (162,943,518) (492,087,454) 32,930,151 - ----------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN CASH AND SHORT-TERM INVESTMENTS (28,227,732) (81,609,172) 263,488,991 CASH AND SHORT-TERM INVESTMENTS -BEGINNING OF YEAR 490,576,279 572,185,451 308,696,460 ------------ ------------ ------------ CASH AND SHORT-TERM INVESTMENTS -END OF YEAR $462,348,547 $490,576,279 $572,185,451 ============ ============ ============ - -----------------------------------------------------------------------------------------------------------
See notes to consolidated financial statements. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------ 25 YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999 - -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Nucor is a domestic manufacturer of steel products whose customers are located primarily in the United States of America. Nucor reports in one segment. Revenue is recognized at the time products are shipped to customers. The consolidated financial statements include Nucor and all of its subsidiaries. The minority interests in operations of less than 100%-owned subsidiaries are included in cost of products sold. All significant intercompany transactions are eliminated. Investments in joint ventures with ownership of 50% or less are accounted for under the equity method. Short-term investments are recorded at cost plus accrued interest, which approximates market, and will be converted into cash within three months from date of purchase. Cash and short-term investments are maintained primarily with a few high-credit quality financial institutions. Inventories are stated at the lower of cost or market. Cost is determined principally using the last-in, first-out (LIFO) method of accounting. Property, plant and equipment are stated at cost. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets. Repairs and maintenance are expensed on a pro-rata basis throughout the year. Long-lived assets are reviewed for impairment whenever changes in circumstances indicate that the carrying amount of the assets may not be recoverable. 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. The use of these contracts is immaterial for all periods presented. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. These estimates include liabilities recorded for the costs of complying with various regulations and involvement in judicial and administrative proceedings, including matters related to contracts, torts, environment, taxes, warranties and insurance. Actual costs could differ from these estimates. Certain amounts for prior years have been reclassified to conform with the 2001 presentation. 2. ACCOUNTS RECEIVABLE: Accounts receivable are stated net of the allowance for doubtful accounts of $20,182,830 in 2001 ($27,573,485 in 2000 and $21,093,233 in 1999). 3. INVENTORIES: Inventories consist of approximately 40% raw materials and supplies, and 60% finished and semi-finished products in 2001 (45% and 55% in 2000). Inventories valued using the last-in, first-out (LIFO) method of accounting represent approximately 85% of total inventories in 2001 and 2000. If the first-in, first-out (FIFO) method of accounting had been used, inventories would have been $8,291,126 higher in 2001 ($19,358,398 higher in 2000). Use of the lower of cost or market reduced inventories by $6,319,664 in 2001 ($2,498,447 in 2000). 4. PROPERTY, PLANT AND EQUIPMENT: -------------------------------- December 31, 2001 2000 - ------------------------------------------------------------------------------- Land and improvements $ 99,960,257 $ 94,537,956 Buildings and improvements 387,104,084 357,440,801 Machinery and equipment 3,605,131,629 3,482,931,960 Construction in process and equipment deposits 134,370,438 89,925,106 -------------- -------------- 4,226,566,408 4,024,835,823 Less accumulated depreciation 1,860,911,347 1,695,415,025 -------------- -------------- $2,365,655,061 $2,329,420,798 ============== ============== - ------------------------------------------------------------------------------- The estimated useful lives range from 10 to 20 years for buildings and land improvements and range from 3 to 12 years for machinery and equipment. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED - ----------------------------------------------------- 26 5. LONG-TERM DEBT AND FINANCING ARRANGEMENTS: Seven banks are committed to lend Nucor a total of $248,000,000 (nothing has been borrowed), with borrowings, if any, repayable in 2003 ($20,000,000), 2004 ($20,000,000), 2005 ($10,000,000), 2006 ($90,000,000) and 2007 ($108,000,000). These commitments cannot be withdrawn unless there is non-compliance under the loan agreements. Annual aggregate long-term debt maturities are: $300,000 in 2003; $300,000 in 2004; $300,000 in 2005; and $1,550,000 in 2006. The fair value of Nucor's long-term debt approximates the carrying value. ---------------------------- December 31, 2001 2000 - ------------------------------------------------------------------------------ Industrial revenue bonds: 1.68% to 4.5%, variable, due from 2014 to 2033 $206,300,000 $206,300,000 5.75% to 8%, fixed, due from 2003 to 2023 79,150,000 79,150,000 Notes payable, 6%, due 2009 175,000,000 175,000,000 ------------ ------------ $460,450,000 $460,450,000 ============ ============ - ------------------------------------------------------------------------------ 6. CAPITAL STOCK: The par value of Nucor's common stock is $.40 per share and there are 200,000,000 shares authorized. Nucor's Key Employees' Incentive Stock Option Plans provide that common stock options may be granted to key employees and officers with exercise prices at 100% of the market value on the date of the grant. Outstanding options are exercisable six months after grant date and have a term of five to seven years. During 2001, options were granted for 465,169 shares (482,431 in 2000 and 209,459 in 1999); and options for 90,993 shares (167,498 in 2000 and 111,407 in 1999) expired or were canceled. At December 31, 2001, options for 1,150,553 shares (990,630 in 2000 and 685,317 in 1999) were outstanding at an aggregate exercise price of $52,318,796 ($44,185,270 in 2000 and $33,137,733 in 1999); options for 922,457 shares (710,386 in 2000 and 583,619 in 1999) were exercisable; and 1,737,789 shares (2,180,737 in 2000 and 2,607,413 in 1999) were reserved for future grants. Exercise prices of the outstanding options range from $36.16 to $57.38 at December 31, 2001. Effective January 1, 2001, Nucor established a Non-Employee Director Equity Plan that provides that common stock options may be granted to members of the Board of Directors of Nucor who are not employees of Nucor. The Plan grants options to purchase Nucor's common stock with exercise prices at 100% of the market value on the date of the grant. Outstanding options are exercisable six months after grant date and have a term of seven years. During 2001, options were granted for 5,169 shares, and options for 858 shares expired or were canceled. At December 31, 2001, options for 4,311 shares were outstanding at an aggregate exercise price of $199,762; options for 2,475 shares were exercisable; and 295,689 shares were reserved for future grants. Exercise prices of the outstanding options range from $44.40 to $48.95 at December 31, 2001. 250,000 shares of preferred stock, par value of $4.00 per share, are authorized, with preferences, rights and restrictions as may be fixed by Nucor's Board of Directors. No shares of preferred stock have been issued since their authorization in 1964. Nucor's basic earnings per share of common stock are based on 77,707,832 average shares outstanding in 2001 (81,762,429 in 2000 and 87,247,160 in 1999). If all stock options were exercised, diluted earnings per share would not be different than basic earnings per share. The pro-forma income effect of fair value accounting for stock options is immaterial for all periods presented. 7. SHAREHOLDER RIGHTS PLAN: On March 8, 2001, the Board of Directors adopted a Shareholder Rights Plan ("Plan") in which one right ("Right") was declared as a dividend for each Nucor common share outstanding. Each Right entitles Nucor common shareholders to purchase, under certain conditions, one five-thousandth of a share of newly authorized Series A Junior Participating Preferred Stock ("Preferred Stock"), with one five-thousandth of a share of Preferred Stock intended to be the economic equivalent of one share of Nucor common stock. Until the occurrence of certain events, the Rights are represented by and traded in tandem with Nucor common stock. Rights will be exercisable only if a person or group acquires beneficial ownership of 15 percent (15%) or more of the Nucor common shares or commences a tender or exchange offer, upon the consummation of which such person or group would beneficially own 15 percent (15%) or more of the common shares. Upon such an event, the Rights enable dilution of the acquiring person's or group's interest by providing that other holders of Nucor common stock may purchase, at an exercise price of $150.00, Nucor common stock, or in the discretion of the Board of Directors, Preferred Stock, having double the value of such exercise price. Nucor will be entitled to redeem the Rights at $.001 per Right under certain circumstances set forth in the Plan. The Rights themselves have no voting power and will expire on March 8, 2011, unless earlier exercised, redeemed or exchanged. Each one five-thousandth of a share of Preferred Stock NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED ----------------------------------------------------- 27 has the same voting rights as one share of Nucor common stock, and each share of Preferred Stock has 5,000 times the voting power of one share of Nucor common stock. 8. CONTINGENCIES: Nucor is subject to environmental laws and regulations established by federal, state and local authorities; and makes provision for the estimated costs related to compliance. Of the undiscounted total $104,960,000 of accrued environmental costs at December 31, 2001 ($130,147,000 in 2000 and $99,215,000 in 1999), $49,210,000 was classified in accrued expenses and other current liabilities ($63,097,000 in 2000 and $21,681,000 in 1999) and $55,750,000 was classified in deferred credits and other liabilities ($67,050,000 in 2000 and $77,534,000 in 1999). In December 2000, Nucor entered into a consent decree with the United States Environmental Protection Agency and certain states in order to resolve alleged environmental violations. Under terms of this decree, Nucor will conduct testing at some of its facilities, perform corrective action where necessary, and pilot certain pollution control technologies. Other 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. 9. EMPLOYEE BENEFIT PLANS: Nucor has a Profit Sharing and Retirement Savings Plan for qualified employees. Nucor's expense for these benefits was $18,998,950 in 2001 ($49,280,977 in 2000 and $39,195,491 in 1999). Nucor also has a medical plan covering certain eligible early retirees. The unfunded obligation, included in deferred credits and other liabilities in the balance sheet, totaled $33,256,696 in 2001 ($32,347,105 in 2000). Expense associated with this plan was $1,085,758 in 2001 ($3,038,714 in 2000 and $4,117,480 in 1999). The discount rate used was 7% in 2001 (7.5% in 2000 and 1999). The health care cost trend rate used was 13% in 2001 (9.5% in 2000 and 10% in 1999). The health care cost trend rate is projected to decline gradually to 4.5% by 2012. 10. INTEREST EXPENSE (INCOME): Interest expense is stated net of interest income of $15,476,840 in 2001 ($23,264,824 in 2000 and $25,610,881 in 1999). Interest paid was $22,028,671 in 2001 ($21,625,267 in 2000 and $14,692,106 in 1999). 11. FEDERAL INCOME TAXES: --------------------------------------------- December 31, 2001 2000 1999 - ------------------------------------------------------------------- Currently payable $49,900,000 $148,000,000 $124,000,000 Deferred 11,000,000 19,400,000 10,600,000 ----------- ------------ ------------ $60,900,000 $167,400,000 $134,600,000 =========== ============ ============ =================================================================== Current deferred federal income tax assets of approximately $103,000,000 in 2001 ($75,000,000 in 2000) relate primarily to differences between financial and tax reporting of inventories and accrued expenses. Non-current deferred federal income tax liabilities of approximately $144,000,000 in 2001 ($105,000,000 in 2000) relate primarily to differences between financial and tax reporting of depreciation, offset by accrued environmental costs. Federal income taxes paid were $20,416,000 in 2001 ($152,400,000 in 2000 and $147,400,000 in 1999). State income taxes of $5,508,000 in 2001 ($15,210,000 in 2000 and $11,746,000 in 1999) have been recorded in cost of products sold. 12. ACQUISITIONS AND DISPOSITIONS: 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, SBQ and rebar. 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 were not material to the consolidated financial statements and did not result in material goodwill or other intangible assets. In February 2001, Nucor finalized the sale of the Bearing Products operation in North Carolina. In November 2001, Nucor sold Nucor Iron Carbide, Inc. in Trinidad, resulting in a pre-tax gain of $20,200,000, included primarily in marketing, administrative and other expenses. Both operations accounted for small percentages of Nucor's sales. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS, CONTINUED - ----------------------------------------------------- 28 13. QUARTERLY INFORMATION (UNAUDITED):
---------------------------------------------------------------- December 31, First Quarter Second Quarter Third Quarter Fourth Quarter - -------------------------------------------------------------------------------------- 2001 Net sales $1,028,017,720 $1,078,574,872 $1,053,088,039 $ 979,567,947 Gross margin 84,245,334 100,011,733 74,911,842 59,776,643 Net earnings 32,738,976 33,292,863 20,463,277 26,465,891 Net earnings per share .42 .43 .26 .34 ====================================================================================== 2000 Net sales $1,199,634,778 $1,213,945,302 $1,163,088,140 $1,009,477,761 Gross margin 167,884,777 176,874,378 154,353,874 161,554,412 Net earnings 81,489,845 81,803,693 67,794,472 79,819,978 Net earnings per share .94 .98 .85 1.03 ======================================================================================
- -------------------------------------------------------------------------------- REPORT OF INDEPENDENT ACCOUNTANTS - -------------------------------------------------------------------------------- PricewaterhouseCoopers LLP January 31, 2002 Stockholders and Board of Directors Nucor Corporation In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, stockholders' equity and cash flows present fairly, in all material respects, the financial position of Nucor Corporation and subsidiaries as of December 31, 2001 and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. 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 of these statements in accordance with auditing standards generally accepted in the United States of America which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. /s/ PricewaterhouseCoopers LLP. Charlotte, North Carolina BOARD OF DIRECTORS AND EXECUTIVE MANAGEMENT - ------------------------------------------- 29
BOARD OF DIRECTORS JEFFREY M. KEMP MICHAEL S. GURLEY General Manager of Business General Manager PETER C. BROWNING Development and Strategic Bar Mill Divison,Cold Finish Division Non-Executive Chairman, Planning Darlington, South Carolina Nucor Corporation Dean, McColl School of Business NORMAN L. MAERO LADO R. HALL General Manager of Construction Vice President, General Manager CLAYTON C. DALEY, JR. Sheet Mill Division, Beam Mill Division Chief Financial Officer, STEVEN J. ROWLAN Berkeley County, South Carolina The Procter & Gamble Company General Manager of Environmental Affairs DONALD N. HOLLOWAY DANIEL R. DIMICCO Vice President, General Manager Vice Chairman, President and A. RAE EAGLE Vulcraft Division, Cold Finish Division Chief Executive Officer, Corporate Secretary Norfolk, Nebraska Nucor Corporation OPERATIONS JAMES R. LANDRUM Harvey B. Gantt Vice President, General Manager Partner, Gantt Huberman Architects JAMES R. BEARD Vulcraft Division Vice President, General Manager Grapeland, Texas VICTORIA F. HAYNES Vulcraft Division, Cold Finish Division President, Brigham City, Utah MICHAEL D. LEE Research Triangle Institute General Manager A. JAY BOWCUTT Bar Mill Division JAMES D. HLAVACEK Vice President, General Manager Norfolk, Nebraska Managing Director, Bar Mill Division Market Driven Management Plymouth, Utah HARRY R. LOWE Vice President EXECUTIVE MANAGEMENT JAMES E. CAMPBELL Building Systems Group Vice President, General Manager EXECUTIVE OFFICES Vulcraft Division DONALD R. MOODY Fort Payne, Alabama General Manager DANIEL R. DIMICCO Light Gauge Steel Framing Vice Chairman, President and JEFF B. CARMEAN Chief Executive Officer General Manager RAYMOND NAPOLITAN, JR. Building Systems Division General Manager TERRY S. LISENBY Swansea, South Carolina Building Systems Group Chief Financial Officer, Treasurer Terell, Texas and Executive Vice President DAVID L. CHASE Vice President, General Manager ROBERT M. PROIA JOHN J. FERRIOLA Sheet Mill Division General Manager Executive Vice President Vulcraft of New York, Inc. SAMUEL E. COMMELLA, JR. Chemung, New York HAMILITON LOTT, JR. General Manager Executive Vice President Sheet Mill Division K. REX QUERY Hickman, Arkansas General Manager D. MICHAEL PARRISH Nucor Steel Auburn, Inc. Executive Vice President JAMES R. DARSEY Auburn, New York Vice President, General Manager JOSEPH A. RUTKOWSKI Bar Mill Division JAMES W. RONNER Executive Vice President Jewett, Texas Vice President, General Manager Vulcraft Division JAMES M. COBLIN GIFFIN F. DAUGHTRIDGE St. Joe, Indiana Vice President, Human Resources General Manager Plate Mill Division R. JOSEPH STRATMAN ELIZABETH W. BOWERS Hertford County, North Carolina Vice President, General Manager General Manager of Taxes Nucor-Yamato Steel Company JERRY V. DEMARS Blytheville, Arkansas JAMES D. FRIAS Vice President, General Manager General Manager and Fastener Division LYNN E. STROCK Corporate Controller St. Joe, Indiana Vice President, General Manager Vulcraft Division ROBERT W. JOHNS RONALD L. DICKERSON Florence, South Carolina Director of Marketing, General Manager Sheet Mill Group Sheet Mill Division G. WAYNE STUDEBAKER Crawfordsville, Indiana General Manager Research and Development Norfolk, Nebraska
CORPORATE AND STOCK DATA - ------------------------ 30 EXECUTIVE OFFICES 2100 Rexford Road Charlotte, North Carolina 28211 Phone 704/366-7000 Fax 704/362-4208 STOCK TRANSFERS DIVIDEND DISBURSING DIVIDEND REINVESTMENT American Stock Transfer & Trust Company 59 Maiden Lane New York, New York 10038 Phone 800/937-5449 Fax 718/92l-833 1 ANNUAL MEETING Place - The Park Hotel 2200 Rexford Road Morrison A & B Charlotte, North Carolina Time/Date - IO:00 A.M., Thursday May 9,2002 STOCK LISTING New York Stock Exchange Trading Symbol - NUE STOCK PRICE AND DIVIDENDS PAID - -------------------------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter - -------------------------------------------------------------------- 2001 Stock Price: High $47.55 $56.20 $53.15 $54.15 Low 37.50 38.48 33.45 35.80 Dividends Paid .15 .17 .17 .17 - -------------------------------------------------------------------- 2000 Stock Price: High $56.44 $51.25 $39.75 $41.19 Low 45.06 33.00 29.94 29.50 Dividends Paid .13 .15 .15 .15 - -------------------------------------------------------------------- 10-K AND 1l-YEAR DATA Copies of (1) Form 1O-K for 2001 filed with the Securities and Exchange Commission, and (2) various financial and statistical data for the years 1991 to 2001, are available on request. INTERNET DATA Various data is available on www.nucor.com. EX-21 8 dex21.txt SUBSIDIARIES EXHIBIT 21 - SUBSIDIARIES - ------------------------- Nucor-Yamato Steel Company, a Delaware limited partnership. All other subsidiaries are not significant. EX-23 9 dex23.txt CONSENT OF ACCOUNTANTS - --------------------- Exhibit 23 To Nucor Corporation 2001 Form 10-K - --------------------- CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Numbers 2-84117 (including 2-50058), 2-51735, 33-27120 (including 2-55941 and 2-69914), 33-56649 and 333-85375) of Nucor Corporation of our report dated January 31, 2002 relating to the financial statements, which appears in the Annual Report to Shareholders, which is incorporated in this Annual Report on Form 10-K. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP March 21, 2002 EX-24 10 dex24.txt POWERS OF ATTORNEY - -------------------- Exhibit 24 To Nucor Corporation 2001 Form 10-K - -------------------- LIMITED POWER OF ATTORNEY NUCOR CORPORATION FORM 10-K ANNUAL REPORTS KNOW ALL MEN BY THESE PRESENTS: That I, Peter C. Browning, the grantor, do by these presents hereby make, constitute and appoint Daniel R. DiMicco and Terry S. Lisenby, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of Nucor Corporation for calendar year 2001 filed with the Securities and Exchange Commission, and any and all amendments thereto. Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution. IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of March, 2002. /s/ PETER C. BROWNING -------------------------------------- Peter C. Browning STATE OF North Carolina ) ) ss: COUNTY OF Mecklenburg ) I, Kelly J. Wilmoth, a Notary Public in and for the State and County aforesaid, do hereby certify that Peter C. Browning, the grantor of the foregoing Limited Power of Attorney, bearing date on the 15th day of March, 2002, personally appeared before me in this jurisdiction, being personally well known to me as the person who executed the said instrument, and acknowledged the same to be the act and deed of the grantor. Given under my hand and seal this 15th day of March, 2002. /s/ KELLY J. WILMOTH -------------------------------------- Notary Public My commission expires on August 23, 2003 LIMITED POWER OF ATTORNEY NUCOR CORPORATION FORM 10-K ANNUAL REPORTS KNOW ALL MEN BY THESE PRESENTS: That I, Clayton C. Daley, Jr., the grantor, do by these presents hereby make, constitute and appoint Daniel R. DiMicco and Terry S. Lisenby, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to all Form 10-K Annual Reports of Nucor Corporation (commencing with the Report for calendar year 2001) filed with the Securities and Exchange Commission, and any and all amendments thereto. Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution. IN WITNESS WHEREOF, I have hereunto set my hand as of the 12th day of March, 2002. /s/ CLAYTON C. DALEY, JR. -------------------------------------- Clayton C. Daley, Jr. STATE OF Ohio ) ) ss: COUNTY OF Hamilton ) I, Susan M. Ruhe, a Notary Public in and for the State and County aforesaid, do hereby certify that Clayton C. Daley, Jr., the grantor of the foregoing Limited Power of Attorney, bearing date on the 12th day of March, 2002, personally appeared before me in this jurisdiction, being personally well known to me as the person who executed the said instrument, and acknowledged the same to be the act and deed of the grantor. Given under my hand and seal this 12th day of March, 2002. /s/ SUSAN M. RUHE -------------------------------------- Notary Public My commission expires on December 13, 2005 LIMITED POWER OF ATTORNEY NUCOR CORPORATION FORM 10-K ANNUAL REPORTS KNOW ALL MEN BY THESE PRESENTS: That I, Harvey B. Gantt, the grantor, do by these presents hereby make, constitute and appoint Daniel R. DiMicco and Terry S. Lisenby, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of Nucor Corporation for calendar year 2001 filed with the Securities and Exchange Commission, and any and all amendments thereto. Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution. IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of March, 2002. /s/ HARVEY B. GANTT -------------------------------------- Harvey B. Gantt STATE OF North Carolina ) ) ss: COUNTY OF Mecklenburg ) I, Kelly J. Wilmoth, a Notary Public in and for the State and County aforesaid, do hereby certify that Harvey B. Gantt, the grantor of the foregoing Limited Power of Attorney, bearing date on the 15th day of March, 2002, personally appeared before me in this jurisdiction, being personally well known to me as the person who executed the said instrument, and acknowledged the same to be the act and deed of the grantor. Given under my hand and seal this 15th day of March, 2002. /s/ KELLY J. WILMOTH -------------------------------------- Notary Public My commission expires on August 23, 2003 LIMITED POWER OF ATTORNEY NUCOR CORPORATION FORM 10-K ANNUAL REPORTS KNOW ALL MEN BY THESE PRESENTS: That I, Victoria F. Haynes, the grantor, do by these presents hereby make, constitute and appoint Daniel R. DiMicco and Terry S. Lisenby, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of Nucor Corporation for calendar year 2001 filed with the Securities and Exchange Commission, and any and all amendments thereto. Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution. IN WITNESS WHEREOF, I have hereunto set my hand as of the 20th day of March, 2002. /s/ VICTORIA F. HAYNES -------------------------------------- Victoria F. Haynes STATE OF North Carolina ) ) ss: COUNTY OF Durham ) I, Paige A. Woods, a Notary Public in and for the State and County aforesaid, do hereby certify that Victoria F. Haynes, the grantor of the foregoing Limited Power of Attorney, bearing date on the 20th day of March, 2002, personally appeared before me in this jurisdiction, being personally well known to me as the person who executed the said instrument, and acknowledged the same to be the act and deed of the grantor. Given under my hand and seal this 20th day of March, 2002. /s/ PAIGE A. WOODS -------------------------------------- Notary Public My commission expires on February 22, 2004 LIMITED POWER OF ATTORNEY NUCOR CORPORATION FORM 10-K ANNUAL REPORTS KNOW ALL MEN BY THESE PRESENTS: That I, James D. Hlavacek, the grantor, do by these presents hereby make, constitute and appoint Daniel R. DiMicco and Terry S. Lisenby, or either of them, true and lawful attorneys-in-fact for me and in my name, place and stead, to sign my name in the capacity stated and where required to the Form 10-K Annual Report of Nucor Corporation for calendar year 2001 filed with the Securities and Exchange Commission, and any and all amendments thereto. Granting and giving unto my attorneys-in-fact authority and power to do and perform any and all other acts necessary or incident to the performance and execution of the powers herein expressly granted, with power to do and perform all acts authorized hereby, as fully as to all intents and purposes as I, the grantor, might or could do if personally present, with full power of substitution. IN WITNESS WHEREOF, I have hereunto set my hand as of the 15th day of March, 2002. /s/ JAMES D. HLAVACEK -------------------------------------- James D. Hlavacek STATE OF North Carolina ) ) ss: COUNTY OF Mecklenburg ) I, Kelly J. Wilmoth, a Notary Public in and for the State and County aforesaid, do hereby certify that James D. Hlavacek, the grantor of the foregoing Limited Power of Attorney, bearing date on the 15th day of March, 2002, personally appeared before me in this jurisdiction, being personally well known to me as the person who executed the said instrument, and acknowledged the same to be the act and deed of the grantor. Given under my hand and seal this 15th day of March, 2002. /s/ KELLY J. WILMOTH -------------------------------------- Notary Public My commission expires on August 23, 2003 -----END PRIVACY-ENHANCED MESSAGE-----