UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal quarter ended March 29, 2003 Commission file number 1-6770
MUELLER INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 25-0790410
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
8285 TOURNAMENT DRIVE, SUITE 150
MEMPHIS, TENNESSEE 38125
(Address of principal executive offices)
Registrant's telephone number, including area code: (901) 753-3200
Indicate by a 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 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes /X/ No / /
The number of shares of the Registrant's common stock outstanding as of
April 28, 2003, was 34,262,984.
-1-
MUELLER INDUSTRIES, INC.
FORM 10-Q
For the Period Ended March 29, 2003
INDEX
Part I. Financial Information Page
Item 1. Financial Statements (Unaudited)
a.) Consolidated Statements of Income
for the quarters ended
March 29, 2003 and March 30, 2002 3
b.) Consolidated Balance Sheets
as of March 29, 2003 and December 28, 2002 5
c.) Consolidated Statements of Cash Flows
for the quarters ended March 29, 2003
and March 30, 2002 7
d.) Notes to Consolidated Financial Statements 9
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 3. Quantitative and Qualitative Disclosure
of Market Risk 14
Item 4. Controls and Procedures 14
Part II. Other Information
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 15
Signatures 16
-2-
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
For the Quarter Ended
March 29, 2003 March 30, 2002
(In thousands, except per share data)
Net sales $ 232,022 $ 249,053
Cost of goods sold 191,915 191,806
---------- ----------
Gross profit 40,107 57,247
Depreciation and amortization 9,740 9,076
Selling, general, and
administrative expense 23,296 21,981
---------- ----------
Operating income 7,071 26,190
Interest expense (311) (493)
Environmental expense (207) (175)
Other income, net 557 1,626
---------- ----------
Income from continuing operations
before income taxes 7,110 27,148
Current income tax expense (1,867) (6,670)
Deferred income tax expense (783) (2,613)
---------- ----------
Total income tax expense (2,650) (9,283)
---------- ----------
Income from continuing operations 4,460 17,865
(Loss) income from operation of
discontinued operations, net
of income taxes (539) 71
---------- ----------
Net income $ 3,921 $ 17,936
========== ==========
See accompanying notes to consolidated financial statements.
-3-
MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF INCOME (continued)
(Unaudited)
For the Quarter Ended
March 29, 2003 March 30, 2002
(In thousands, except per share data)
Weighted average shares
for basic earnings per share 34,257 33,506
Effect of dilutive stock options 2,514 3,823
---------- ----------
Adjusted weighted average shares
for diluted earnings per share 36,771 37,329
---------- ----------
Basic earnings (loss) per share:
From continuing operations $ 0.13 0.54
From discontinued operations (0.02) -
---------- ----------
Basic earnings per share $ 0.11 $ 0.54
========== ==========
Diluted earnings (loss) per share:
From continuing operations $ 0.12 0.48
From discontinued operations (0.01) -
---------- ----------
Diluted earnings per share $ 0.11 $ 0.48
========== ==========
See accompanying notes to consolidated financial statements.
-4-
MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 29, 2003 December 28, 2002
(In thousands)
Assets
Current assets:
Cash and cash equivalents $ 194,915 $ 217,601
Accounts receivable, less allowance
for doubtful accounts of $5,234 in
2003 and $5,196 in 2002 142,397 132,427
Inventories:
Raw material and supplies 25,205 22,692
Work-in-process 21,604 21,477
Finished goods 98,081 98,784
---------- ----------
Total inventories 144,890 142,953
Other current assets 6,744 7,366
---------- ----------
Total current assets 488,946 500,347
Property, plant, and equipment, net 348,356 352,469
Goodwill, net 105,638 105,551
Other assets 37,698 29,580
---------- ----------
$ 980,638 $ 987,947
========== ==========
See accompanying notes to consolidated financial statements.
-5-
MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 29, 2003 December 28, 2002
(In thousands, except share data)
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt $ 3,711 $ 4,161
Accounts payable 35,950 41,004
Accrued wages and other employee costs 20,689 26,199
Other current liabilities 34,891 34,987
---------- ----------
Total current liabilities 95,241 106,351
Long-term debt 13,333 14,005
Pension and postretirement liabilities 33,451 35,550
Environmental reserves 9,311 9,110
Deferred income taxes 59,453 59,269
Other noncurrent liabilities 11,568 9,718
---------- ----------
Total liabilities 222,357 234,003
---------- ----------
Minority interest in subsidiaries 459 421
Stockholders' equity:
Preferred stock - shares authorized
4,985,000; none outstanding - -
Series A junior participating
preferred stock - $1.00 par value;
shares authorized 15,000;
none outstanding - -
Common stock - $.01 par value; shares
authorized 100,000,000; issued
40,091,502; outstanding 34,257,419
in 2003 and in 2002 401 401
Additional paid-in capital, common 258,939 258,939
Retained earnings 614,035 610,114
Accumulated other comprehensive loss (20,755) (21,133)
Treasury common stock, at cost (94,798) (94,798)
---------- ----------
Total stockholders' equity 757,822 753,523
Commitments and contingencies (Note 2) - -
---------- ----------
$ 980,638 $ 987,947
========== ==========
See accompanying notes to consolidated financial statements.
-6-
MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Quarter Ended
March 29, 2003 March 30, 2002
(In thousands)
Cash flows from operating activities
Net income from continuing operations $ 4,460 $ 17,865
Reconciliation of net income from
continuing operations to net cash
(used in) provided by operating
activities:
Depreciation and amortization 9,740 9,076
Income tax benefit from exercise
of stock options - 2,245
Deferred income taxes 783 2,613
(Loss) gain on disposal
of properties 212 (497)
Minority interest in subsidiaries 38 -
Changes in assets and liabilities:
Receivables (13,518) (23,298)
Inventories (2,904) 3,544
Other assets 1,261 (153)
Current liabilities (4,644) 13,069
Other liabilities (1,534) (255)
Other, net 62 923
---------- ----------
Net cash (used in) provided by
operating activities (6,044) 25,132
---------- ----------
Cash flows from investing activities
Capital expenditures (6,599) (8,511)
Purchase of Conbraco Industries, Inc.
common stock (10,806) -
Proceeds from sales of properties 27 552
Escrowed IRB proceeds 449 539
---------- ----------
Net cash used in investing activities (16,929) (7,420)
---------- ----------
Cash flows from financing activities
Acquisition of treasury stock - (2,283)
Repayments of long-term debt (1,122) (31,032)
Proceeds from the sale of
treasury stock - 756
---------- ----------
Net cash used in financing activities (1,122) (32,559)
---------- ----------
See accompanying notes to consolidated financial statements.
-7-
MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(Unaudited)
For the Quarter Ended
March 29, 2003 March 30, 2002
(In thousands)
Effect of exchange rate changes on cash $ 1,157 $ (45)
---------- ----------
Decrease in cash
and cash equivalents (22,938) (14,892)
Cash provided by discontinued operations 252 440
Cash and cash equivalents at the
beginning of the period 217,601 121,862
---------- ----------
Cash and cash equivalents at the
end of the period $ 194,915 $ 107,410
========== ==========
See accompanying notes to consolidated financial statements.
-8-
MUELLER INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
General
Certain information and footnote disclosures normally included in
financial statements prepared in accordance with accounting principles
generally accepted in the United States have been condensed or omitted.
Results of operations for the interim periods presented are not necessarily
indicative of results which may be expected for any other interim period or
for the year as a whole. This quarterly report on Form 10-Q should be read
in conjunction with the Company's Annual Report on Form 10-K, including the
annual financial statements incorporated therein by reference.
The accompanying unaudited interim financial statements include all
adjustments which are, in the opinion of management, necessary to a fair
statement of the results for the interim periods presented.
Certain amounts in the Consolidated Financial Statements have been
reclassified to conform to the 2003 presentation.
Note 1 - Earnings Per Common Share
Basic per share amounts have been computed based on the average number
of common shares outstanding. Diluted per share amounts reflect the increase
in average common shares outstanding that would result from the assumed
exercise of outstanding stock options, computed using the treasury stock
method.
Note 2 - Commitments and Contingencies
The Company is subject to normal environmental standards imposed by
federal, state, local, and foreign environmental laws and regulations. Based
upon information currently available, management believes that the outcome of
pending environmental matters will not materially affect the overall financial
position and results of operations of the Company.
In addition, the Company is involved in certain litigation as either
plaintiff or defendant as a result of claims that arise in the ordinary course
of business which management believes will not have a material effect on the
Company's financial condition or results of operations.
The Company has guarantees which are letters of credit issued by the
Company generally to guarantee the payment of insurance deductibles and
retiree health benefits. The terms of the Company's guarantees are generally
one year but are renewable annually as required. The maximum potential
amount of future payments the Company could be required to make under its
guarantees at March 29, 2003 is $6.6 million.
-9-
Note 3 - Industry Segments
Summarized segment information is as follows:
For the Quarter Ended
March 29, 2003 March 30, 2002
(In thousands)
Net sales:
Standard Products Division $ 159,380 $ 180,098
Industrial Products Division 74,947 69,987
Elimination of intersegment sales (2,305) (1,032)
---------- ----------
$ 232,022 $ 249,053
========== ==========
Operating income:
Standard Products Division $ 7,081 $ 25,158
Industrial Products Division 4,051 5,668
Unallocated expenses (4,061) (4,636)
---------- ----------
$ 7,071 $ 26,190
========== ==========
Note 4 - Comprehensive Income
Comprehensive income is as follows:
For the Quarter Ended
March 29, 2003 March 30, 2002
(In thousands)
Comprehensive income:
Net income $ 3,921 $ 17,936
Other comprehensive income (loss):
Cumulative translation adjustments 350 (825)
Minimum pension liability
adjustment - 2,907
Change in the fair value
of derivatives 28 1,190
---------- ----------
$ 4,299 $ 21,208
========== ==========
-10-
Note 5 - Stock-Based Compensation
The Company accounts for its stock-based compensation plans using the
intrinsic value method prescribed in Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," and related Interpretations.
No stock-based employee compensation expense is reflected in net income
because the exercise price of the Company's incentive employee stock options
equals the market price of the underlying stock on the date of grant. The
following table illustrates the effect on net income and earnings per share
if the Company had applied the fair value recognition provisions of
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
Based Compensation" (SFAS No. 123), to stock-based employee compensation.
For the Quarter Ended
March 29, 2003 March 30, 2002
(In thousands, except per share data)
Net income $ 3,921 $ 17,936
SFAS No. 123 pro forma compensation
expense, net of income taxes (443) (616)
---------- ----------
SFAS No. 123 pro forma
net income $ 3,478 $ 17,320
========== ==========
Pro forma earnings per share:
Basic $ 0.10 $ 0.52
Diluted $ 0.09 $ 0.46
Earnings per share, as reported:
Basic $ 0.11 $ 0.54
Diluted $ 0.11 $ 0.48
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General Overview
Mueller Industries, Inc. is a leading manufacturer of copper tube and
fittings; brass and copper alloy rod, bar, and shapes; aluminum and brass
forgings; aluminum and copper impact extrusions; plastic fittings and valves;
refrigeration valves and fittings; and fabricated tubular products.
Mueller's operations are located throughout the United States, and in Canada,
Mexico, and Great Britain.
The Company's businesses are managed and organized into two segments:
Standard Products Division ("SPD") and Industrial Products Division ("IPD").
SPD manufactures and sells copper tube, copper and plastic fittings, and
valves. Outside of the United States, SPD manufactures and sells copper tube
in Europe. SPD sells these products to wholesalers in the HVAC (heating,
ventilation, and air-conditioning), plumbing, and refrigeration markets, to
-11-
distributors to the manufactured housing and recreational vehicle industries,
and to building material retailers. IPD manufactures and sells brass and
copper alloy rod, bar, and shapes; aluminum and brass forgings; aluminum and
copper impact extrusions; refrigeration valves and fittings; fabricated
tubular products; and gas valves and assemblies. IPD sells its products
primarily to original equipment manufacturers ("OEMs"), many of which are in
the HVAC, plumbing, and refrigeration markets. SPD and IPD account 100
percent of consolidated net sales and more than 77 percent of consolidated
total assets.
New housing starts and commercial construction are important
determinants of the Company's sales to the HVAC, refrigeration and plumbing
markets because the principal end use of a significant portion of the
Company's products is in the construction of single and multi-family housing
and commercial buildings. Profitability of certain of the Company's product
lines depends upon the "spreads" between the cost of raw material and the
selling prices of its completed products. The open market prices for copper
cathode and scrap, for example, influence the selling price of copper tubing,
a principal product manufactured by the Company. The Company attempts to
minimize the effects of fluctuations in material costs by passing through
these costs to its customers. Spreads fluctuate based upon market
conditions.
Results of Operations
Net income was $3.9 million, or 11 cents per diluted share, for the
first quarter of 2003, which compares with net income of $17.9 million, or 48
cents per diluted share, for the same period of 2002.
During the first quarter of 2003, the Company's net sales were $232.0
million compared with net sales of $249.1 million over the same period of
2002. Pounds shipped totaled 166.6 million in the current period compared
with shipments of 181.5 million in the first quarter of 2002. This decline
in volume as well as decreased selling prices in certain product lines
resulted in the reduction in net sales.
Cost of goods sold increased from $191.8 million in the first quarter of
2002 to $191.9 million in the same period of 2003. This increase is
attributable to increases in raw material costs, primarily copper, partially
offset by reductions in conversion costs. The COMEX average copper price in
the first quarter of 2003 was approximately six percent greater than in the
same period of 2002.
Depreciation and amortization expense increased to $9.7 million for the
first quarter of 2003 compared with $9.1 million during the first quarter of
2002. The increase was due primarily to businesses acquired in the second
half of 2002. Selling, general, and administrative expense was $23.3 million
for the first quarter of 2003 compared with $22.0 million for the same period
of 2002. This increase relates primarily to components of the Company's
pension cost, including interest cost, expected return on plan assets, and
amortization of plan gains and losses, and increased professional fees.
Interest expense in the first quarter of 2003 totaled $0.3 million,
which was $0.2 million less than the first quarter of 2002. This decrease
was due to lower funded balances in 2003. No interest was capitalized during
the first quarter of 2003 or during the first quarter of 2002.
-12-
The Company's effective income tax rate for the first quarter of 2003
was 37.3 percent compared with 34.2 percent for the first quarter of last
year.
During 2002, the Company sold its wholly owned subsidiary, Utah Railway
Company, and initiated steps to sell or liquidate its French manufacturing
operations, Mueller Europe S.A. The operations and cash flows of these two
businesses have been eliminated from the ongoing operations of the Company,
and are reported as discontinued operations.
On March 3, 2003, Mueller Europe S.A. filed a petition for liquidation
with the Commercial Court of Provins Province, France and, on March 4, the
Court declared the entity to be in liquidation. The disposition of remaining
assets and obligations of Mueller Europe S.A. is under the jurisdiction of
the Court. In the first quarter of 2003 the Company recognized operating
losses from discontinued operations incurred by Mueller Europe S.A. for the
period the business operated.
Liquidity and Capital Resources
Cash used in operating activities in the first quarter of 2003 totaled
$6.0 million, which is primarily attributable to increased receivables,
increased inventories, and decreased liabilities, partially offset by net
income from continuing operations and depreciation and amortization.
Fluctuations in the cost of copper and other raw materials affect the
Company's liquidity. Changes in material costs directly impact components of
working capital, primarily inventories and accounts receivable.
During the first quarter of 2003, the Company used $16.9 million for
investing activities, consisting primarily of $10.8 million for the purchase
of Conbraco Industries, Inc common stock, plus $6.6 million for capital
expenditures. The Company also used $1.1 million for financing activities
during the quarter, consisting of repayments of long-term debt. Existing
cash balances and escrowed IRB proceeds were used to fund the first quarter
investing and financing activities.
During 1999, the Company's Board of Directors authorized the repurchase
of up to four million shares of the Company's common stock through open
market transactions or through privately negotiated transactions. This
authorization was expanded to repurchase up to a total of ten million shares,
and has been extended through October 2003. The Company has no obligation to
purchase any shares and may cancel, suspend, or extend the time period for
the purchase of shares at any time. The purchases will be funded primarily
through existing cash and cash from operations. The Company may hold such
shares in treasury or use a portion of the repurchased shares for employee
benefit plans, as well as for other corporate purposes. Through March 29,
2003, the Company has repurchased approximately 2.4 million shares under this
authorization.
The Company has an unsecured $200 million revolving credit facility (the
Credit Facility), which matures in November 2003. At March 29, 2003, there
were no outstanding borrowings under the Credit Facility. Borrowings under
the Credit Facility bear interest, at the Company's option, at (i) LIBOR plus
a variable premium or (ii) the larger of Prime, or the Federal Funds rate
plus .50 percent. LIBOR advances may be based upon the one, two, three, or
-13-
six-month LIBOR. The variable premium over LIBOR is based on certain
financial ratios, and can range from 25 to 40 basis points. Additionally, a
facility fee is payable quarterly on the total commitment and varies from
12.5 to 22.5 basis points based upon the Company's capitalization ratios.
When funded debt is 50 percent or more of the commitment, a utilization fee
is payable quarterly on the average loan balance outstanding and varies from
0 to 20 basis points based upon the capitalization ratio. Availability of
funds under the Credit Facility is reduced by the amount of certain
outstanding letters of credit, which totaled approximately $6.6 million at
March 29, 2003.
Under the above Agreement the Company is required, among other things,
to maintain certain minimum levels of net worth and meet certain minimum
financial ratios. The Company is in compliance with all debt covenants.
The Company expects to invest between $30 and $35 million for capital
projects during 2003. Management believes that cash provided by operations
and currently available cash of $194.9 million will be adequate to meet the
Company's normal future capital expenditure and operational needs. The
Company's current ratio is 5.1 to 1 at March 29, 2003.
Item 3. Quantitative and Qualitative Disclosure of Market Risk
Quantitative and qualitative disclosures about market risk are
incorporated herein by reference to Part II, Item 7A, of the Company's Report
on Form 10-K for the year ended December 28, 2002.
Item 4. Controls and Procedures
An evaluation was performed, under the supervision and with the
participation of the Company's management, including the Chief Executive
Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the
design and operation of the Company's disclosure controls and procedures,
within 90 days before the filing date of this quarterly report. Based on
that evaluation, the Company's management, including the CEO and CFO,
concluded that the Company's disclosure controls and procedures were
effective in timely alerting them to material information relating to the
Company (including its consolidated subsidiaries) required to be included in
the Company's periodic SEC filings. There have been no significant changes
in the Company's internal controls or in other factors that could
significantly affect internal controls subsequent to their evaluation.
Part II. Other Information
Item 5. Other Information
The Company is aware of investigations of competition in markets in
which it participates, or has participated in the past, in Europe, Canada,
and the United States. No charges or allegations have been filed against the
Company, which is cooperating with the investigations. The Company does not
anticipate any material adverse effect on its business or financial condition
as a result of the investigations.
-14-
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
19.1 Mueller Industries, Inc.'s Quarterly Report to
Stockholders for the quarter ended March 29, 2003.
Such report is being furnished for the information of
the Securities and Exchange Commission only and is not
to be deemed filed as part of this Quarterly Report on
Form 10-Q.
99.1 Certification of Chief Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
(b) During the quarter ended March 29, 2003, the Registrant filed
one Current Report on Form 8-K dated February 27, 2003,
providing its quarterly statements of operations for 2002 and
2001, reclassified to conform to the current presentation.
Items 1, 2, 3, and 4 are not applicable and have been omitted.
-15-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, on
April 29, 2003.
MUELLER INDUSTRIES, INC.
/s/ Kent A. McKee
Kent A. McKee
Vice President and
Chief Financial Officer
/s/ Richard W. Corman
Richard W. Corman
Corporate Controller
-16-
CERTIFICATION
I, William D. O'Hagan, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mueller
Industries, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
-17-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date April 29, 2003
/s/ William D. O'Hagan
Chief Executive Officer
-18-
CERTIFICATION
I, Kent A. McKee, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Mueller
Industries, Inc.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the
period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a. designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b. evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this quarterly report (the "Evaluation Date"); and
c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a. all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b. any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
-19-
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.
Date April 29, 2003
/s/ Kent a. McKee
Vice President -
Chief Financial Officer
-20-
EXHIBIT INDEX
Exhibits Description
19.1 Mueller Industries, Inc.'s Quarterly Report to Stockholders for
the quarter ended March 29, 2003. Such report is being
furnished for the information of the Securities and Exchange
Commission only and is not to be deemed filed as part of this
Quarterly Report on Form 10-Q.
99.1 Certification of Chief Executive Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
99.2 Certification of Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002
-21-