For
the fiscal year ended December 26, 2009
|
Commission
file number 1–6770
|
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)
|
(Zip
Code)
|
Title of each class
|
Name of each exchange on which
registered
|
Common
Stock, $0.01 Par Value
|
New
York Stock Exchange
|
Large
accelerated filer S
|
Accelerated
filer £
|
Non-accelerated
filer £
|
Smaller
reporting company £
|
Page
|
|||
Part
I
|
|||
Item
1.
|
3
|
||
Item
1A.
|
9
|
||
Item
1B.
|
11
|
||
Item
2.
|
12
|
||
Item
3.
|
14
|
||
Item
4.
|
17
|
||
Part
II
|
|||
Item
5.
|
18
|
||
Item
6.
|
20
|
||
Item
7.
|
21
|
||
Item
7A.
|
21
|
||
Item
8.
|
21
|
||
Item
9.
|
21
|
||
Item
9A.
|
21
|
||
Item
9B.
|
24
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||
Part
III
|
|||
Item
10.
|
24
|
||
Item
11.
|
24
|
||
Item
12.
|
25
|
||
Item
13.
|
26
|
||
Item
14.
|
26
|
||
Part
IV
|
|||
Item
15.
|
26
|
||
28
|
|||
F-1
|
Location
|
Expiration Date
|
Port
Huron, Michigan (Local 218 I.A.M.)
|
May
1, 2010
|
Port
Huron, Michigan (Local 44 U.A.W.)
|
June
13, 2010
|
Belding,
Michigan
|
August
15, 2012
|
Wynne,
Arkansas
|
June
28, 2010
|
Fulton,
Mississippi
|
August
1, 2012
|
North
Wales, Pennsylvania
|
August
3, 2012
|
Waynesboro,
Tennessee
|
November
7, 2012
|
Jacksboro,
Tennessee
|
September
15, 2010
|
Location
|
Approximate
Property Size
|
Description
|
|||||
Plumbing & Refrigeration
Segment
|
|||||||
Fulton,
MS
|
418,000
sq. ft.
52.37
acres
|
Copper
tube mill. Facility includes casting, extruding, and finishing
equipment to produce copper tubing, including tube feedstock for the
Company’s copper fittings plants and Precision Tube
factory.
|
|||||
Fulton,
MS
|
103,000
sq. ft.
11.9
acres
|
Casting
facility. Facility includes casting equipment to produce copper
billets used in the adjoining copper tube mill.
|
|||||
Wynne,
AR
|
682,000
sq. ft.
39.2
acres
|
(1)
|
Copper
tube mill and plastic fittings plant. Facility includes
casting, extruding, and finishing equipment to produce copper tubing and
copper tube line sets, and produces DWV fittings using injection molding
equipment.
|
||||
Fulton,
MS
|
58,500
sq. ft.
15.53
acres
|
Packaging
and bar coding facility for retail channel sales.
|
|||||
Fulton,
MS
|
70,000
sq. ft.
7.68
acres
|
(2)
|
Copper
fittings plant. High-volume facility that produces copper
fittings using tube feedstock from the Company’s adjacent copper tube
mill.
|
||||
Covington,
TN
|
159,500
sq. ft.
40.88
acres
|
Copper
fittings plant. Facility produces copper fittings using tube
feedstock from the Company’s copper tube mills.
|
|||||
Ontario,
CA
|
211,000
sq. ft.
10
acres
|
(3)
|
Distribution
center and plastics manufacturing plant. Produces DWV fittings
using injection molding equipment and ABS plastic pipe using pipe
extruders.
|
||||
Fort
Pierce, FL
|
69,875
sq. ft.
5.60
acres
|
Plastic
fittings plant. Produces pressure fittings using injection
molding equipment.
|
|||||
Monterrey,
Mexico
|
120,000
sq. ft.
3.4
acres
|
(3)
|
Pipe
nipples plant. Produces pipe nipples, cut pipe and merchant
couplings.
|
||||
Bilston,
England, United Kingdom
|
402,500
sq. ft.
14.95
acres
|
Copper
tube mill. Facility includes casting, extruding, and finishing
equipment to produce copper tubing.
|
|||||
(continued)
|
||||||
Location
|
Approximate
Property Size
|
Description
|
||||
OEM Segment
|
||||||
Port
Huron, MI
|
322,500
sq. ft.
71.5
acres
|
Brass
rod mill. Facility includes casting, extruding, and finishing
equipment to produce brass rods and bars, in various shapes and
sizes.
|
||||
Belding,
MI
|
293,068
sq. ft.
17.64
acres
|
Brass
rod mill. Facility includes casting, extruding, and finishing
equipment to produce brass rods and bars, in various shapes and
sizes.
|
||||
Port
Huron, MI
|
127,500
sq. ft.
|
Forgings
plant. Produces brass and aluminum forgings.
|
||||
Marysville,
MI
|
81,500
sq. ft.
6.72
acres
|
Aluminum
and copper impacts plant. Produces made-to-order parts using
cold impact processes.
|
||||
Hartsville,
TN
|
78,000
sq. ft.
4.51
acres
|
Refrigeration
products plant. Produces products used in refrigeration
applications such as ball valves, line valves, and compressor
valves.
|
||||
Carthage,
TN
|
67,520
sq. ft.
10.98
acres
|
Fabrication
facility. Produces precision tubular components and
assemblies.
|
||||
Waynesboro,
TN
|
57,000
sq. ft.
5.0
acres
|
(4)
|
Gas
valve plant. Facility produces brass valves and assemblies for
the gas appliance industry.
|
|||
North
Wales, PA
|
174,000
sq. ft.
18.9
acres
|
Precision
Tube factory. Facility fabricates copper tubing, copper alloy
tubing, aluminum tubing, and fabricated tubular
products.
|
||||
Brighton,
MI
|
65,000 sq.
ft.
|
(3)
|
Machining
operation. Facility machines component parts for supply to
automotive industry.
|
|||
Middletown,
OH
|
55,000
sq. ft.
2.0
acres
|
Fabricating
facility. Produces burner systems and manifolds for the gas
appliance industry.
|
||||
Jintan
City, Jiangsu Province, China
|
322,580 sq.
ft
33.0
acres
|
(5)
|
Copper
tube mill. Facility includes casting, and finishing equipment
to produce engineered copper tube primarily for
OEMs.
|
(1)
|
Facility,
or some portion thereof, is located on land leased from a local
municipality, with an option to purchase at nominal
cost.
|
(2)
|
Facility
is leased under a long-term lease agreement, with an option to purchase at
nominal cost.
|
(3)
|
Facility
is leased under an operating lease.
|
(4)
|
Facility
is leased from a local municipality for a nominal
amount.
|
(5)
|
Facility
is located on land that is under a long-term land use rights
agreement.
|
(a)
|
(b)
|
(c)
|
(d)
|
|||||||||||||||
Total Number
of Shares Purchased
|
Average
Price Paid per Share
|
Total
Number of Shares Purchased as Part of Publicly Announced Plans or
Programs
|
Maximum
Number of Shares That May Yet Be Purchased Under the Plans or
Programs
|
|||||||||||||||
7,647,030
|
(1)
|
|||||||||||||||||
September
27 – October 24, 2009
|
-
|
$
|
-
|
|||||||||||||||
October
25 – November 21, 2009
|
8,068
|
(2)
|
26.01
|
|||||||||||||||
November
22 – December 26, 2009
|
9,879
|
(2)
|
24.67
|
|||||||||||||||
(1
|
)
|
Shares
available to be purchased under the Company's 10 million share repurchase
authorization until October 2010. The extension of the
authorization was announced on October 21, 2009.
|
||||||||||||||||
(2
|
)
|
Shares
tendered to the Company by employee stock option holders in payment of
purchase price and/or withholding taxes upon exercise.
|
||||||||||||||||
High
|
Low
|
Close
|
||||||||||
2009
|
||||||||||||
Fourth
quarter
|
$ | 27.75 | $ | 22.55 | $ | 25.49 | ||||||
Third
quarter
|
25.80 | 19.48 | 24.47 | |||||||||
Second
quarter
|
24.84 | 20.01 | 21.52 | |||||||||
First
quarter
|
26.26 | 16.01 | 22.11 | |||||||||
2008
|
||||||||||||
Fourth
quarter
|
$ | 26.28 | $ | 15.69 | $ | 22.81 | ||||||
Third
quarter
|
33.33 | 24.85 | 26.83 | |||||||||
Second
quarter
|
36.73 | 28.49 | 32.29 | |||||||||
First
quarter
|
31.21 | 23.57 | 29.43 |
2004
|
2005
|
2006
|
2007
|
2008
|
2009
|
|
Mueller
Industries, Inc.
|
100
|
86
|
101
|
96
|
75
|
85
|
Dow
Jones U.S. Total Market Index
|
100
|
107
|
123
|
131
|
79
|
107
|
Dow
Jones U.S. Building Materials & Fixtures Index
|
100
|
106
|
122
|
118
|
78
|
93
|
(In
thousands, except per share data)
|
|||||||||||||||||||||||||||||
2009
|
2008
|
2007
|
2006
|
2005
|
|||||||||||||||||||||||||
For
the fiscal year: (1)
|
|||||||||||||||||||||||||||||
Net
sales
|
$
|
1,547,225
|
$
|
2,558,448
|
$
|
2,697,845
|
$
|
2,510,912
|
$
|
1,729,923
|
|||||||||||||||||||
Operating
income
|
32,220
|
(7
|
)
|
126,096
|
(5
|
)
|
191,621
|
(4
|
)
|
218,885
|
(2
|
)
|
131,758
|
||||||||||||||||
|
|||||||||||||||||||||||||||||
Net
income from continuing operations attributable to Mueller Industries,
Inc.
|
4,675
|
80,814
|
(6
|
)
|
115,475
|
148,869
|
(3
|
)
|
89,218
|
||||||||||||||||||||
Diluted
earnings per share from continuing operations
|
0.12
|
2.17
|
3.10
|
4.00
|
2.40
|
||||||||||||||||||||||||
Cash
dividends per share
|
0.40
|
0.40
|
0.40
|
0.40
|
0.40
|
||||||||||||||||||||||||
At
year-end:
|
|||||||||||||||||||||||||||||
Total
assets
|
1,180,141
|
1,182,913
|
1,449,204
|
1,268,907
|
1,116,928
|
||||||||||||||||||||||||
Long-term
debt
|
158,226
|
158,726
|
281,738
|
308,154
|
312,070
|
||||||||||||||||||||||||
(1 | ) |
|
Includes
activity of acquired businesses from the following purchase dates: (i)
Extruded, February 27, 2007, (ii) Mueller-Xingrong, December 2005, and
(iii) Brassware, August 15, 2005.
|
||||||||||||||||||||||||||
(2 | ) |
|
In
2006, the Company recorded a pre-tax charge of $14.2 million to write down
inventories to the lower-of-cost-or-market.
|
||||||||||||||||||||||||||
(3 | ) |
|
Includes
the net-of-tax effect of the inventory write-down described in (2) above,
plus a $7.7 million benefit for change in estimate regarding the future
utilization of various tax incentives in 2006.
|
||||||||||||||||||||||||||
(4 | ) |
|
Includes
$10.0 million pre-tax gain from liquidation of LIFO layers plus a gain
from a copper litigation settlement of $8.9 million, less a goodwill
impairment charge of $2.8 million.
|
||||||||||||||||||||||||||
(5 | ) |
|
Includes
$14.9 million pre-tax gain from liquidation of LIFO layers less a pre-tax
charge of $4.9 million to write down inventories to the
lower-of-cost-or-market and a goodwill impairment charge of $18.0
million.
|
||||||||||||||||||||||||||
(6 | ) |
|
Includes
the net-of-tax effect of all of the items described in (5) above, plus a
provision of $15.4 million ($9.6 million after tax) related to
environmental settlements and obligations and a gain of $21.6 million
related to the early extinguishment of debt.
|
||||||||||||||||||||||||||
(7 | ) |
|
Includes
impairment charges of $29.8 million, primarily related to
goodwill.
|
/S/ Ernst & Young LLP |
Memphis,
Tennessee
|
|
February
23, 2010
|
(a)
|
(b)
|
(c)
|
||||||||||
Plan
category
|
Number
of securities to be issued upon exercise of outstanding options, warrants,
and rights
|
Weighted
average exercise price of outstanding options, warrants, and
rights
|
Number
of securities remaining available for future issuance under equity
compensation plans (excluding securities reflected in column
(a))
|
|||||||||
Equity
compensation plans approved by security holders
|
1,604 | $ | 27.56 | 992 | ||||||||
Equity
compensation plans not approved by security holders
|
— | — | — | |||||||||
Total
|
1,604 | $ | 27.56 | 992 | ||||||||
(a)
|
The
following documents are filed as part of this report:
|
|
1.
|
Financial
Statements: the financial statements, notes, and report of independent
registered public accounting firm described in Item 8 of this Annual
Report on Form 10-K are contained in a separate section of this Annual
Report on Form 10-K commencing on page F-1.
|
|
2.
|
Financial
Statement Schedule: the financial statement schedule described in Item 8
of this report is contained in a separate section of this Annual Report on
Form 10-K commencing on page F-1.
|
|
3.
|
Exhibits:
|
|
3.1
|
Restated
Certificate of Incorporation of the Registrant dated February 8, 2007
(Incorporated herein by reference to Exhibit 3.1 of the Registrant’s
Annual Report on Form 10-K, dated February 28, 2007, for the fiscal year
ended December 30, 2006).
|
|
3.2
|
Amended
and Restated By-laws of the Registrant, adopted and effective as of July
30, 2009 (Incorporated herein by reference to Exhibit 3.1 of the
Registrant’s Current Report on Form 8 - K, dated July 30,
2009).
|
|
4.1
|
Indenture,
dated as of October 26, 2004, by and between Mueller Industries, Inc, and
SunTrust Bank, as trustee (Incorporated herein by reference to Exhibit 4.1
of the Registrant’s Current Report on Form 8-K, dated October 26,
2004).
|
|
4.2
|
Form
of 6% Subordinated Debenture due 2014 (Incorporated herein by reference to
Exhibit 4.2 of the Registrant’s Current Report on Form 8-K, dated October
26, 2004).
|
|
4.3
|
Certain
instruments with respect to long-term debt of the Registrant have not been
filed as Exhibits to this Report since the total amount of securities
authorized under any such instruments does not exceed 10 percent of the
total assets of the Registrant and its subsidiaries on a consolidated
basis. The Registrant agrees to furnish a copy of each such
instrument upon request of the SEC.
|
|
10.1
|
Amended
and Restated Employment Agreement, effective as of September 17, 1997, by
and between the Registrant and Harvey L. Karp (Incorporated herein by
reference to Exhibit 10.8 of the Registrant’s Annual Report on Form 10-K,
dated March 24, 2003, for the fiscal year ended December 28,
2002).
|
|
10.2
|
Amendment,
dated June 21, 2004, to the Amended and Restated Employment Agreement
dated as of September 17, 1997, by and between the Registrant and Harvey
Karp (Incorporated herein by reference to Exhibit 10.3 of the Registrant’s
Quarterly Report on Form 10-Q, dated July 16, 2004, for the quarter ended
June 26, 2004).
|
|
10.3
|
Second
Amendment, dated February 17, 2005, to the Amended and Restated Employment
Agreement, dated as of September 17, 1997, between the Registrant and
Harvey Karp (Incorporated herein by reference to Exhibit 10.2 of the
Registrant’s Current Report on Form 8-K, dated May 5,
2005).
|
|
10.4
|
Third
Amendment, dated October 25, 2007, to the Amended and Restated Employment
Agreement, dated as of September 17, 1997, by and between the Registrant
and Harvey Karp (Incorporated herein by reference to Exhibit 10.1 of the
Registrant’s Current Report on Form 8-K, dated October 25,
2007).
|
|
10.5
|
Fourth
Amendment, dated December 2, 2008, to the Amended and Restated Employment
Agreement, dated as of September 17, 1997, by and between the Registrant
and Harvey Karp (Incorporated herein by reference to Exhibit 10.5 of the
Registrant's Annual Report on Form 10-K, dated February 24, 2009, for the
fiscal year ended December 27, 2008).
|
|
10.6
|
Amended
and Restated Consulting Agreement, dated October 25, 2007, by and between
the Registrant and Harvey Karp (Incorporated herein by reference to
Exhibit 10.2 of the Registrant’s Current Report on Form 8-K, dated October
25, 2007).
|
|
10.7
|
Amendment
No. 1, dated December 2, 2008, to the Amended and Restated Consulting
Agreement, dated October 25, 2007, by and between the Registrant and
Harvey Karp (Incorporated herein by reference to Exhibit 10.7 of the
Registrant's Annual Report on Form 10-K, dated February 24, 2009, for the
fiscal year ended December 27, 2008).
|
|
10.8
|
Employment
Agreement, effective October 17, 2002, by and between the Registrant and
Kent A. McKee (Incorporated herein by reference to Exhibit 10.18 of the
Registrant’s Annual Report on Form 10-K, dated March 24, 2003, for the
fiscal year ended December 28, 2002).
|
|
10.9
|
Amendment
No. 1, dated December 10, 2008, to the Employment Agreement, effective
October 17, 2002, by and between the Registrant and Kent A. McKee
(Incorporated herein by reference to Exhibit 10.16 of the Registrant's
Annual Report on Form 10-K, dated February 24, 2009, for the fiscal year
ended December 27, 2008).
|
|
10.10
|
Amended
and Restated Employment Agreement, effective October 30, 2008, by and
between the Registrant and Gregory L. Christopher (Incorporated herein by
reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K,
dated December 26, 2008).
|
|
10.11
|
Mueller
Industries, Inc. 1991 Incentive Stock Option Plan, as amended
(Incorporated herein by reference to Exhibit 10.6 of the Registrant’s
Annual Report on Form 10-K, dated March 24, 2003, for the fiscal year
ended December 28, 2002 and Exhibit 99.2 of the Registrant’s Current
Report on Form 8-K, dated August 31, 2004).
|
|
10.12
|
Mueller
Industries, Inc. 1994 Stock Option Plan, as amended (Incorporated herein
by reference to Exhibit 10.11 of the Registrant’s Annual Report on Form
10-K, dated March 24, 2003, for the fiscal year ended December 28, 2002
and Exhibit 99.3 of the Registrant’s Current Report on Form 8-K, dated
August 31, 2004).
|
|
10.13
|
Mueller
Industries, Inc. 1994 Non-Employee Director Stock Option Plan, as amended
(Incorporated herein by reference to Exhibit 10.12 of the Registrant’s
Annual Report on Form 10-K, dated March 24, 2003, for the fiscal year
ended December 28, 2002 and Exhibit 99.6 of the Registrant’s Current
Report on Form 8-K, dated August 31, 2004).
|
|
10.14
|
Mueller
Industries, Inc. 1998 Stock Option Plan, as amended (Incorporated herein
by reference to Exhibit 10.14 of the Registrant’s Annual Report on Form
10-K, dated March 24, 2003, for the fiscal year ended December 28, 2002
and Exhibit 99.4 of the Registrant’s Current Report on Form 8-K, dated
August 31, 2004).
|
|
10.15
|
Mueller
Industries, Inc. 2002 Stock Option Plan Amended and Restated as of
February 16, 2006 (Incorporated herein by reference to Exhibit 10.20 of
the Registrant’s Annual Report on Form 10-K, dated February 28, 2007, for
the fiscal year ended December 30, 2006).
|
|
10.16
|
Mueller
Industries, Inc. 2009 Stock Incentive Plan (Incorporated by reference from
Appendix I to the Company’s 2009 Definitive Proxy Statement with respect
to the Company’s 2009 Annual Meeting of Stockholders, as filed with the
Securities and Exchange Commission on March 26, 2009).
|
|
10.17
|
Mueller
Industries, Inc. Annual Bonus Plan (Incorporated herein by reference to
Exhibit 10.1 of the Registrant’s Current Report on Form 8-K, dated May 5,
2005).
|
|
10.18
|
Summary
description of the Registrant’s 2010 incentive plan for certain key
employees.
|
|
10.19
|
Credit
Agreement, dated as of December 1, 2006, among the Registrant (as
Borrower) and Lasalle Bank Midwest National Association (as agent), and
certain lenders named therein (Incorporated herein by reference to Exhibit
10.1 of the Registrant’s Current Report on Form 8-K, dated December 1,
2006).
|
|
10.20
|
Equity
Joint Venture Agreement, among Mueller Streamline China, LLC, Mueller
Streamline Holding, S.L., Jiangsu Xingrong Hi-Tech Co., Ltd. and Jiangsu
Baiyang Industries Ltd. (Incorporated herein by reference to Exhibit 10.1
of the Registrant’s Current Report on Form 8-K, dated December 5,
2005).
|
|
21.0
|
Subsidiaries
of the Registrant.
|
|
23.0
|
Consent
of Independent Registered Public Accounting Firm.
|
|
31.1
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
of the Securities Exchange Act of 1934, as amended.
|
|
31.2
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a)
of the Securities Exchange Act of 1934, as amended.
|
|
32.1
|
Certification
of Chief Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
32.2
|
Certification
of Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of
2002.
|
/S/
Harvey L.
Karp
|
||
Harvey
L. Karp, Chairman of the Board
|
Signature
|
Title
|
Date
|
/S/ Harvey L
Karp
|
Chairman
of the Board, and Director
|
February 23,
2010
|
Harvey
L. Karp
|
||
/S/Alexander P.
Federbush
|
Director
|
February 23,
2010
|
Alexander
P. Federbush
|
||
/S/
Paul
J. Flaherty
|
Director
|
February
23, 2010
|
Paul
J. Flaherty
|
||
/S/ Gennaro J.
Fulvio
|
Director
|
February
23, 2010
|
Gennaro
J. Fulvio
|
||
/S/ Gary S.
Gladstein
|
Director
|
February
23, 2010
|
Gary
S. Gladstein
|
||
/S/ Scott J.
Goldman
|
Director
|
February
23, 2010
|
Scott
J. Goldman
|
||
/S/ Terry
Hermanson
|
Director
|
February
23, 2010
|
Terry
Hermanson
|
Signature and Title
|
Date
|
|
/S/ Gregory L. Christopher
|
February
23, 2010
|
|
Gregory
L. Christopher
|
||
Chief
Executive Officer
|
||
(Principal
Executive Officer)
|
||
/S/ Kent A.
McKee
|
February
23, 2010
|
|
Kent
A. McKee
|
||
Executive
Vice President and Chief Financial Officer
|
||
(Principal
Financial and Accounting Officer)
|
||
/S/ Richard W.
Corman
|
February
23, 2010
|
|
Richard
W. Corman
|
||
Vice
President – Controller
|
F-
2
|
|
F-
12
|
|
F-
13
|
|
F-
14
|
|
F-
15
|
|
F-
17
|
|
F-
47
|
|
Schedule
for the years ended December 26, 2009, December 27, 2008, and December 29,
2007
|
|
F-
48
|
|
Payments
Due by Year
|
|||||||||||||||||||||
(In
millions)
|
Total
|
2010
|
2011-2012
|
2013-2014
|
Thereafter
|
||||||||||||||||
Debt
|
$
|
182.6
|
$
|
24.3
|
$
|
1.8
|
$
|
150.2
|
$
|
6.3
|
|||||||||||
Interest
on fixed rate debt
|
44.5
|
8.9
|
17.8
|
17.8
|
—
|
||||||||||||||||
Consulting
Agreement (1)
|
6.7
|
1.3
|
2.7
|
2.0
|
0.7
|
||||||||||||||||
Operating
leases
|
31.6
|
6.3
|
9.6
|
5.9
|
9.8
|
||||||||||||||||
Purchase
commitments (2)
|
130.0
|
130.0
|
—
|
—
|
—
|
||||||||||||||||
Total
contractual cash obligations
|
$
|
395.4
|
$
|
170.8
|
$
|
31.9
|
$
|
175.9
|
$
|
16.8
|
|||||||||||
(1)
|
See
Note 10 to Consolidated Financial Statements. For the purposes
of this disclosure, the Company assumed the Consulting Agreement is
effective immediately.
|
||||||||||||||||||||
(2)
|
Purchase
commitments included $7.4 million of open fixed price purchases of raw
materials. Additionally, the Company has contractual supply
commitments for raw materials totaling $116.2 million at year end prices;
these contracts contain variable pricing based on Comex and the London
Metals Exchange (LME). These commitments are for purchases of
raw materials that are expected to be consumed in the ordinary course of
business.
|
||||||||||||||||||||
(In
thousands, except per share data)
|
2009
|
2008
|
2007
|
|||||||||
Net
sales
|
$
|
1,547,225
|
$
|
2,558,448
|
$
|
2,697,845
|
||||||
Cost
of goods sold
|
1,327,022
|
2,233,123
|
2,324,924
|
|||||||||
Depreciation
and amortization
|
41,568
|
44,345
|
44,153
|
|||||||||
Selling,
general, and administrative expense
|
116,660
|
136,884
|
143,284
|
|||||||||
Copper
litigation settlement
|
—
|
—
|
(8,893
|
)
|
||||||||
Impairment
charges
|
29,755
|
18,000
|
2,756
|
|||||||||
Operating
income
|
32,220
|
126,096
|
191,621
|
|||||||||
Interest
expense
|
(9,963
|
)
|
(19,050
|
)
|
(22,071
|
)
|
||||||
Other
income, net
|
872
|
13,896
|
14,313
|
|||||||||
Income
before income taxes
|
23,129
|
120,942
|
183,863
|
|||||||||
Income
tax expense
|
(17,792
|
)
|
(38,332
|
)
|
(67,806
|
)
|
||||||
Consolidated
net income
|
5,337
|
82,610
|
116,057
|
|||||||||
Less
net income attributable to noncontrolling interest
|
(662
|
)
|
(1,796
|
)
|
(582
|
)
|
||||||
Net
income attributable to Mueller Industries, Inc.
|
$
|
4,675
|
$
|
80,814
|
$
|
115,475
|
||||||
Weighted
average shares for basic earnings per share
|
37,336
|
37,123
|
37,060
|
|||||||||
Effect
of dilutive stock-based awards
|
88
|
186
|
163
|
|||||||||
Adjusted
weighted average shares for diluted earnings per share
|
37,424
|
37,309
|
37,223
|
|||||||||
Basic
earnings per share
|
$
|
0.13
|
$
|
2.18
|
$
|
3.12
|
||||||
Diluted
earnings per share
|
$
|
0.12
|
$
|
2.17
|
$
|
3.10
|
||||||
Dividends
per share
|
$
|
0.40
|
$
|
0.40
|
$
|
0.40
|
||||||
See
accompanying notes to consolidated financial statements.
|
(In
thousands, except share data)
|
2009
|
2008
|
||||||
Assets
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$
|
346,001
|
$
|
278,860
|
||||
Accounts receivable, less allowance for doubtful accounts of $5,947 in
2009 and $6,690 in 2008
|
228,739
|
219,035
|
||||||
Inventories
|
191,262
|
210,609
|
||||||
Current
deferred income taxes
|
18,491
|
17,212
|
||||||
Other
current assets
|
24,350
|
29,110
|
||||||
Total
current assets
|
808,843
|
754,826
|
||||||
Property,
plant, and equipment, net
|
250,395
|
276,927
|
||||||
Goodwill
|
102,250
|
129,186
|
||||||
Other
assets
|
18,653
|
21,974
|
||||||
Total
Assets
|
$
|
1,180,141
|
$
|
1,182,913
|
||||
Liabilities
|
||||||||
Current
liabilities:
|
||||||||
Current
portion of debt
|
$
|
24,325
|
$
|
24,184
|
||||
Accounts
payable
|
73,837
|
63,732
|
||||||
Accrued
wages and other employee costs
|
24,829
|
35,079
|
||||||
Other
current liabilities
|
60,379
|
78,589
|
||||||
Total
current liabilities
|
183,370
|
201,584
|
||||||
Long-term
debt, less current portion
|
158,226
|
158,726
|
||||||
Pension
liabilities
|
20,715
|
13,903
|
||||||
Postretirement
benefits other than pensions
|
23,605
|
24,549
|
||||||
Environmental
reserves
|
23,268
|
23,248
|
||||||
Deferred
income taxes
|
31,128
|
33,940
|
||||||
Other
noncurrent liabilities
|
887
|
1,698
|
||||||
Total
liabilities
|
441,199
|
457,648
|
||||||
Equity
|
||||||||
Mueller
Industries, Inc. stockholders' equity:
|
||||||||
Preferred
stock - $1.00 par value; shares authorized 5,000,000; none
outstanding
|
—
|
—
|
||||||
Common stock - $.01 par value; shares authorized 100,000,000; issued
40,091,502; outstanding 37,649,584 in 2009 and 37,143,163 in
2008
|
401
|
401
|
||||||
Additional
paid-in capital
|
262,166
|
262,378
|
||||||
Retained
earnings
|
540,218
|
550,501
|
||||||
Accumulated
other comprehensive loss
|
(36,104
|
)
|
(48,113
|
)
|
||||
Treasury
common stock, at cost
|
(53,514
|
)
|
(64,484
|
)
|
||||
Total
Mueller Industries, Inc. stockholders' equity
|
713,167
|
700,683
|
||||||
Noncontrolling
interest
|
25,775
|
24,582
|
||||||
Total
equity
|
738,942
|
725,265
|
||||||
Commitments
and contingencies
|
—
|
—
|
||||||
Total
Liabilities and Equity
|
$
|
1,180,141
|
$
|
1,182,913
|
||||
See
accompanying notes to consolidated financial statements.
|
(In
thousands)
|
2009
|
2008
|
2007
|
|||||||||
Operating
activities:
|
||||||||||||
Net
income attributable to Mueller Industries, Inc.
|
$
|
4,675
|
$
|
80,814
|
$
|
115,475
|
||||||
Reconciliation
of net income attributable to Mueller Industries, Inc. to net cash
provided by operating activities:
|
||||||||||||
Depreciation
|
40,867
|
43,666
|
43,605
|
|||||||||
Amortization
of intangibles
|
701
|
679
|
548
|
|||||||||
Amortization
of Subordinated Debenture costs
|
190
|
539
|
324
|
|||||||||
Stock-based
compensation expense
|
2,633
|
2,915
|
2,737
|
|||||||||
Income
tax benefit from exercise of stock options
|
(203
|
)
|
(92
|
)
|
(73
|
)
|
||||||
Impairment
charges
|
29,755
|
18,000
|
2,756
|
|||||||||
Deferred
income taxes
|
(2,554
|
)
|
(4,465
|
)
|
3,094
|
|||||||
Provision
for doubtful accounts receivable
|
506
|
2,654
|
(177
|
)
|
||||||||
Net
income attributable to noncontrolling interest
|
662
|
1,796
|
582
|
|||||||||
Gain
on early retirement of debt
|
(128
|
)
|
(21,575
|
)
|
—
|
|||||||
Loss
(gain) on disposal of properties
|
683
|
598
|
(2,468
|
)
|
||||||||
Changes
in assets and liabilities, net of business acquired:
|
||||||||||||
Receivables
|
(6,988
|
)
|
89,051
|
(7,937
|
)
|
|||||||
Inventories
|
22,699
|
44,591
|
20,411
|
|||||||||
Other
assets
|
(505
|
)
|
(3,027
|
)
|
(4,120
|
)
|
||||||
Current
liabilities
|
(13,823
|
)
|
(84,584
|
)
|
12,704
|
|||||||
Other
liabilities
|
(1,808
|
)
|
12,741
|
1,809
|
||||||||
Other,
net
|
26
|
1,459
|
(2,063
|
)
|
||||||||
Net
cash provided by operating activities
|
77,388
|
185,760
|
187,207
|
|||||||||
Investing
activities:
|
||||||||||||
Capital
expenditures
|
(13,942
|
)
|
(22,261
|
)
|
(29,870
|
)
|
||||||
Acquisition
of businesses, net of cash received
|
—
|
—
|
(32,243
|
)
|
||||||||
Proceeds
from sales of properties and equity investment
|
611
|
81
|
3,809
|
|||||||||
Net
withdrawals from (deposits into) restricted cash balances
|
7,013
|
(10,945
|
)
|
(4,194
|
)
|
|||||||
Net
cash used in investing activities
|
(6,318
|
)
|
(33,125
|
)
|
(62,498
|
)
|
||||||
Financing
activities:
|
||||||||||||
Repayments
of long-term debt
|
(370
|
)
|
(126,877
|
)
|
(18,765
|
)
|
||||||
Dividends
paid to stockholders of Mueller Industries, Inc.
|
(14,944
|
)
|
(14,847
|
)
|
(14,825
|
)
|
||||||
Dividends
paid to noncontrolling interests
|
(1,449
|
)
|
—
|
(1,363
|
)
|
|||||||
Issuance
(repayment) of debt by joint venture, net
|
131
|
(25,564
|
)
|
16,635
|
||||||||
Acquisition
of treasury stock
|
(870
|
)
|
(32
|
)
|
(54
|
)
|
||||||
Issuance
of shares under incentive stock option plans from treasury
|
9,145
|
1,167
|
1,124
|
|||||||||
Income
tax benefit from exercise of stock options
|
203
|
92
|
73
|
|||||||||
Net
cash used in financing activities
|
(8,154
|
)
|
(166,061
|
)
|
(17,175
|
)
|
||||||
Effect
of exchange rate changes on cash
|
4,225
|
(16,332
|
)
|
613
|
||||||||
Increase
(decrease) in cash and cash equivalents
|
67,141
|
(29,758
|
)
|
108,147
|