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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 29, 2001 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
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Common Stock, $0.01 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Section 229.405 of this chapter) 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.[X]
The number of shares of the Registrant's common stock outstanding as of
March 12, 2002 was 33,610,755 excluding 6,480,747 treasury shares. The
aggregate market value of the 33,377,210 shares of common stock held by non-
affiliates of the Registrant was $1,155,852,782 at March 12, 2002 (based on
the closing price on the consolidated transaction reporting system on that
date).
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference into this
Report: (1) Registrant's Annual Report to Stockholders for the year ended
December 29, 2001 (Part I and II); Registrant's Definitive Proxy Statement
for the 2002 Annual Meeting of Stockholders, scheduled to be mailed on or
about March 25, 2002 (Part III).
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MUELLER INDUSTRIES, INC.
---------------------
As used in this report, the terms "Company", "Mueller" and "Registrant"
mean Mueller Industries, Inc. and its consolidated subsidiaries taken as a
whole, unless the context indicates otherwise.
--------------------
TABLE OF CONTENTS
Page
Part I
Item 1. Business 3
Item 2. Properties 9
Item 3. Legal Proceedings 11
Item 4. Submission of Matters to a Vote of Security Holders 11
Part II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters 11
Item 6. Selected Financial Data 11
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
Item 7A. Quantitative and Qualitative Disclosures About
Market Risk 12
Item 8. Financial Statements and Supplementary Data 12
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 12
Part III
Item 10. Directors and Executive Officers of the Registrant 12
Item 11. Executive Compensation 12
Item 12. Security Ownership of Certain Beneficial Owners and
Management 12
Item 13. Certain Relationships and Related Transactions 12
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports
on Form 8-K 13
Signatures 16
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PART I
ITEM 1. BUSINESS
Introduction
The Company is a leading manufacturer of copper, brass, plastic, and
aluminum products. The range of these products is broad: 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
plants are located throughout the United States, and in Canada, France, and
Great Britain. The Company also owns a short line railroad in Utah.
The Company's businesses are managed and organized into three segments:
(i) Standard Products Division ("SPD"); (ii) Industrial Products Division
("IPD"); and (iii) Other Businesses. SPD manufactures and sells copper tube,
copper and plastic fittings, and valves. Outside of the United States, SPD
manufactures copper tube in Europe. SPD sells these products to wholesalers
in the HVAC (heating, ventilation, and air-conditioning), plumbing, and
refrigeration markets, to 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. Other Businesses include Utah Railway Company and
other natural resource properties and interests. SPD and IPD account for more
than 98 percent of consolidated net sales and more than 83 percent of
consolidated total assets. The majority of the Company's manufacturing
facilities operated at high levels during 2001, 2000, and 1999.
Information concerning segments appears under "Note 13 - Industry
Segments" in the Notes to Consolidated Financial Statements in Mueller's
Annual Report to Stockholders for the year ended December 29, 2001. Such
information is incorporated herein by reference.
Standard Products Division
Mueller's Standard Products Division includes a broad line of copper
tube, which ranges in size from 1/8 inch to 8 inch diameter, and is sold in
various straight lengths and coils. Mueller is a market leader in the air-
conditioning and refrigeration tube markets. Additionally, Mueller supplies
a variety of water tube in straight lengths and coils used for plumbing
applications in virtually every type of construction project.
SPD also includes copper and plastic fittings and related components for
the plumbing and heating industry that are used in water distribution systems,
heating systems, air-conditioning, and refrigeration applications, and
drainage, waste, and vent systems. A major portion of Mueller's products are
ultimately used in the domestic residential and commercial construction
markets and, to a lesser extent, in the automotive and heavy on and off-the-
road vehicle markets.
-3-
During 1998, the Company acquired Halstead Industries, Inc.
("Halstead"). Halstead operates a tube mill in Wynne, Arkansas, and a line
sets factory in Clinton, Tennessee. This acquisition expanded the Company's
copper tube and line sets businesses and created opportunities for improved
production and distribution efficiency. Following the acquisition, Halstead's
name was changed to Mueller Copper Tube Products, Inc. Also, in 1998, the
Company acquired B&K Industries, Inc. ("B&K"), an importer and distributor of
residential and commercial plumbing products. The acquisition of B&K
facilitated the sale of Mueller's manufactured products in the large, and
growing, retail marketplace. In 1997, the Company acquired copper tube
manufacturing operations in England and France. These acquisitions
established a significant manufacturing and sales presence in Europe for the
Company's operations.
SPD markets primarily through its own sales and distribution
organization, which maintains sales offices and distribution centers
throughout the United States and in Canada, Mexico, Great Britain, and
France. Additionally, products are sold and marketed through a network of
agents, which, when combined with the Company's sales organization, provide
the Company broad geographic market representation.
The businesses in which SPD is engaged are highly competitive. The
principal methods of competition for Mueller's products are customer service,
availability, and price. The total amount of order backlog for SPD as of
December 29, 2001 was not significant.
The Company competes with various companies depending on the product
line. In the U.S. copper tubing business, the domestic competition includes
Cerro Copper Products Co., Inc., Reading Tube Corporation, and Wolverine Tube,
Inc., as well as many actual and potential foreign competitors. In the
European copper tubing business, Mueller competes with more than ten European-
based manufacturers of copper tubing as well as foreign-based manufacturers.
Additionally, the Company's copper tube businesses compete with a large
number of manufacturers of substitute products made from plastic, iron, and
steel. In the copper fittings market, competitors include Elkhart Products, a
division of Amcast Industrial Corporation, and NIBCO, Inc., as well as several
foreign manufacturers. The plastic fittings competitors include NIBCO, Inc.,
Charlotte Pipe & Foundry, and other companies. No single competitor offers
such a wide-ranging product line; management believes that this is a
competitive advantage in some markets.
Industrial Products Division
Mueller's Industrial Products Division includes brass rod, nonferrous
forgings, and impact extrusions that are sold primarily to OEMs in the
plumbing, refrigeration, fluid power, and automotive industries, as well as
to other manufacturers and distributors. The Port Huron, Michigan mill
extrudes brass, bronze, and copper alloy rod in sizes ranging from 3/8 inches
to 4 inches in diameter. These alloys are used in applications that require a
high degree of machinability, wear and corrosion resistance, and electrical
conductivity. IPD also manufactures brass and aluminum forgings which are
-4-
used in a wide variety of end products, including automotive components,
brass fittings, industrial machinery, valve bodies, gear blanks, and computer
hardware. The Company also serves the automotive, military ordnance,
aerospace, and general manufacturing industries with cold-formed aluminum and
copper impact extrusions. Typical applications for impacts are high strength
ordnance, high-conductivity electrical components, builders' hardware,
hydraulic systems, automotive parts, and other uses where toughness must be
combined with varying complexities of design and finish. Other products
include valves and custom OEM products for refrigeration and air-conditioning
applications, and shaped and formed tube, produced to tight tolerances, for
baseboard heating, appliances, medical instruments, etc. The total amount of
order backlog for IPD as of December 29, 2001 was not significant.
During 2000, the Company completed two acquisitions: (i) Micro Gauge,
Inc. and a related business, Microgauge Machining, Inc., a specialized
machining operation and (ii) Propipe Technologies, Inc., a fabricator of gas
train manifold systems.
In 1998, the Company acquired Lincoln Brass Works, Inc. ("Lincoln"),
which operates manufacturing facilities in Jacksboro, Tennessee and
Waynesboro, Tennessee. Lincoln produces custom control valve assemblies,
custom metal assemblies, gas delivery systems and tubular products primarily
for the gas appliance market. Lincoln is a large consumer of the Company's
brass rod and forgings.
IPD primarily sells directly to OEM customers. Competitors, primarily in
the brass rod market, include Cerro Metal Products Company, Inc., Chase
Industries, Inc., Extruded Metals Inc., and others both domestic and foreign.
Outside of North America, IPD sells products through various channels.
Other Businesses
Mueller, through its subsidiary Arava Natural Resources Company, Inc.
("Arava"), is engaged in the operation of a short line railroad in Utah. It
also owns interests in other natural resource properties.
Short Line Railroad
Utah Railway Company ("Utah Railway"), a wholly-owned subsidiary of
Arava, operates on approximately 100 miles of railroad track in Utah. Utah
Railway serves four major customers pursuant to long-term contracts which
account for more than 75 percent of coal tonnage hauled. Utah Railway
transports coal to an interchange point at Provo, Utah. Although annual
tonnage may vary significantly due to fluctuations in the production from the
coal mines on the Utah Railway's lines and the demand for export coal, in
recent years, annual tonnage has ranged between four and six million tons.
From Provo, Utah, the coal is transported by connecting railroads to various
customers including electric utilities, cement plants, west coast export
facilities and others at destinations throughout the West.
In late 1998, there was a fire at one of the coal mines served by Utah
Railway. The mine reopened in late 1999, and its shipments on Utah Railway
resumed through July 2000. A second fire occurred at this same mine in
August 2000. The future production from this mine is uncertain.
-5-
On September 30, 1999, Utah Railway purchased the stock of the Salt Lake
City Southern Railroad Company, Inc. ("SLCS"). SLCS operates pursuant to an
easement on approximately 25 miles of track, owned by the Utah Transit
Authority, from downtown Salt Lake City to near Draper, Utah.
In addition to railway operations discussed above, Union Pacific
Railroad granted limited rights to Utah Railway for operations over Union
Pacific tracks to Grand Junction, Colorado and access to additional coal
customers. Also, Utah Railway conducts switching operations primarily in the
Salt Lake City, Ogden, and Provo, Utah, metropolitan areas. Switching
operations consist of accepting freight from other railroad carriers for
delivery to customers and/or accepting loads of freight from such customers
for delivery to long haul railroad carriers to be transported to final
destinations.
Other Properties
The Company periodically receives royalties on natural resource
properties which it formerly owned or operated. The amount and frequency of
the royalty receipts is dependent upon levels of production from the
properties. The Company does not actively operate any natural resource
properties.
Labor Relations
At December 29, 2001, the Company employed approximately 3,750 employees
of which approximately 1,650 were represented by various unions. Union
contracts at the Company's European operations are renewed annually. Other
contracts expire on various dates through April 2004.
Raw Material and Energy Availability
The major portion of Mueller's base metal requirements (primarily
copper) is normally obtained through short-term supply contracts with
competitive pricing provisions (for cathode) and the open market (for scrap).
Other raw materials used in the production of brass, including brass scrap,
zinc, tin, and lead, are obtained from zinc and lead producers, open-market
dealers, and customers with brass process scrap. Raw materials used in the
fabrication of aluminum and plastic products are purchased in the open market
from major producers.
Adequate supplies of raw material are available to the Company.
Sufficient energy in the form of natural gas, fuel oils, and electricity is
available to operate the Company's production facilities. While temporary
shortages of raw material and fuels may occur occasionally, they have not
materially hampered the Company's operations.
Environmental Matters
Compliance with environmental laws and regulations is a matter of high
priority. Mueller's provision for environmental compliance includes charges
of $3.6 million in 2001 and $2.0 million in 2000. There was no provision for
1999. Except as discussed below, the Company does not anticipate that it
will need to make material expenditures for such compliance activities during
the remainder of the 2002 fiscal year, or for the next two fiscal years.
-6-
Mining Remedial Recovery Company
Mining Remedial Recovery Company ("MRRC"), a wholly-owned subsidiary of
Arava, was formed for the purpose of managing the remediation of certain
properties and the appropriate disposition thereof.
Mammoth Mine Site
MRRC owns title to certain inactive mines in Shasta County, California.
MRRC has continued a program, begun in the late 1980s, of sealing mine
portals with concrete plugs in mine adits which were discharging water. The
sealing program has achieved a reduction in the metal load in discharges from
these adits; however, additional reductions are being required. In response
to a 1996 Order issued by the California Regional Water Quality Control Board
("QCB"), MRRC completed a feasibility study in 1997 describing measures
designed to mitigate the effects of acid rock drainage. In December 1998,
the QCB issued a new order extending MRRC's time to comply with water quality
standards until December 1, 2003. MRRC agreed to continue remedial
activities to reduce or prevent discharge of acid mine drainage and submitted
to the QCB in July 2000 a Use Attainability Analysis ("UAA"), which is under
review. MRRC is currently engaged in water monitoring and reporting to
support data under review in the UAA. MRRC estimates it will spend between
$0.5 and $1.0 million on planned remedial activities. Further remediation
may be required depending on QCB's acceptance of the UAA and how effective
MRRC's remedial options are in reducing acid rock drainage.
U.S.S. Lead
In 1991, U.S.S. Lead Refinery, Inc. ("Lead Refinery"), responded to an
information request from the EPA under Superfund for information on whether
Lead Refinery arranged for the disposal of hazardous substances in the
vicinity of the Grand Calumet River/Indiana Harbor Ship Canal. By letter
dated February 4, 1997, the Indiana Department of Environmental Management
("IDEM") notified Lead Refinery that a preassessment screening of the Grand
Calumet River and the Indiana Harbor Canal conducted pursuant to Superfund had
identified releases of hazardous substances from Lead Refinery and other
potentially responsible parties ("PRPs") that had adversely impacted natural
resources. Based on its prescreening work, IDEM performed sampling in this
area and initiated an assessment plan, which will determine the nature and
extent of any required remediation and any resulting assessments against any
of the PRPs.
In 1991, Lead Refinery also responded to an information request under
Superfund regarding the site in East Chicago, Indiana. In 1992, the EPA
advised Lead Refinery of its intent to list the property as a Superfund site;
however, as of March 23, 2001, the EPA has deferred such listing. In 1993,
Lead Refinery entered into a Consent Order with the EPA pursuant to Section
3008(h) of the Resource Conservation and Recovery Act ("RCRA"). The consent
Order covers remediation activities at the East Chicago, Indiana site and
provides for Lead Refinery to complete certain on-site interim remedial
activities and studies that extend off-site. In November 1996, the EPA
approved, with modifications, the Interim Stabilization Measures Workplan and
designated a Corrective Action Management Unit ("CAMU") at the Lead Refinery
site. Site activities, which began in December 1996, should be substantially
concluded in the third quarter of 2002. Costs for remaining cleanup efforts
-7-
are estimated to be between $0.5 and $1.5 million. In the process of
remediating the site, Lead Refinery identified petroleum contamination on
site. As a result, Lead Refinery installed a slurry wall around the CAMU and
initiated characterization of areas suspected to have petroleum
contamination. Lead Refinery has addressed this contamination pursuant to
plans approved by the EPA. Additionally, Lead Refinery has conducted initial
investigations to determine if other contamination exists that is not
addressed by the Consent Order. Lead Refinery, without additional assistance
from MRRC, lacks the financial resources needed to complete any additional
remediation determined to be required and intends to seek financial
assistance from other PRPs to permit Lead Refinery to conduct a private-party
cleanup under RCRA, to the extent available under applicable law and
regulations.
Lead Refinery has been informed by the former owner and operator of a
Superfund site located in Pedricktown, New Jersey that it intends to seek
CERCLA response costs for alleged shipments of hazardous substances to the
site. Lead Refinery has executed an agreement regarding that site, which
indefinitely extends the statute of limitations. By letter dated January 26,
1996, Lead Refinery and other PRPs received from the EPA a proposed
Administrative Order on Consent to perform the remedial design for operable
Unit 1 of the Pedricktown Superfund Site. Lead Refinery determined not to
execute the Administrative Order on Consent. Several other PRPs, however,
executed the agreement and are conducting the remedial design.
Other
In 1998 and 1997, in connection with acquisitions, the Company
established environmental reserves to fund the cost of remediation at sites
currently or formerly owned by various acquired entities. The Company,
through its acquired subsidiaries, is engaged in ongoing remediation and site
characterization studies.
Mueller Copper Tube Products, Inc.
In 1999, Mueller Copper Tube Products, Inc. ("MCTP"), commenced a
cleanup and remediation of soil and groundwater at its Wynne, Arkansas plant.
MCTP is currently removing trichloroethene, a cleaning solvent formerly used
by MCTP, from the soil and groundwater. On August 30, 2000, MCTP received
approval of its Final Comprehensive Investigation report and Storm Water
Drainage Investigation Report addressing the treatment of soils and
groundwater, from the Arkansas Department of Environmental Quality. The
Company anticipates that MCTP will spend up to an estimated $3.5 million over
the next several years on these activities and established a reserve for this
project in connection with the acquisition of MCTP.
Other Business Factors
The Registrant's business is not materially dependent on patents,
trademarks, licenses, franchises, or concessions held. In addition,
expenditures for company-sponsored research and development activities were
not material during 2001, 2000, or 1999. No material portion of the
Registrant's business involves governmental contracts.
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ITEM 2. PROPERTIES
Information pertaining to the Registrant's major operating facilities is
included below. Except as noted, the Registrant owns all of its principal
properties. The Registrant's plants are in satisfactory condition and are
suitable for the purpose for which they were designed and are now being used.
Approximate
Location Property Size Description
Fulton, MS 418,000 sq. ft. Copper tube mill. Facility includes
52.37 acres casting, extruding, and finishing
equipment to produce copper tubing,
including tube feed stock for the
Company's copper fittings plants
and Precision Tube factory.
Fulton, MS 103,000 sq. ft. Casting facility. Facility includes
11.9 acres casting equipment to produce copper
billets used in the adjoining copper
tube mill.
Wynne, AR 682,000 sq. ft.(1) Copper tube mill. Facility includes
39.2 acres extrusion and finishing equipment to
produce copper tubing and copper tube
line sets.
Fulton, MS 58,500 sq. ft. Packaging and bar coding facility for
15.53 acres retail channel sales.
Fulton, MS 70,000 sq. ft.(2) Copper fittings plant. High-volume
7.68 acres facility that produces copper fittings
using tube feed stock from the
Company's adjacent copper tube mill.
Covington, TN 159,500 sq. ft. Copper fittings plant. Facility
40.88 acres produces copper fittings using tube
feed stock from the Company's copper
tube mills.
Port Huron, MI 40,000 sq. ft. Formed tube plant. Produces copper
5.11 acres fittings using cold heading equipment.
Kalamazoo, MI 205,000 sq. ft. Plastic fittings plant. Produces DWV
18 acres fittings using injection molding
equipment.
Cerritos, CA 115,000 sq. ft. Plastic fittings plant. Produces DWV
5.1 acres fittings using injection molding
equipment.
Upper 82,000 sq. ft. Plastic fittings plant. Produces DWV
Sandusky, OH 7.52 acres fittings using injection molding
equipment.
-9-
ITEM 2. PROPERTIES (continued)
Approximate
Location Property Size Description
Bilston, 402,500 sq. ft. Copper tube mill. Facility includes
England 14.95 acres casting, extruding, and finishing
United Kingdom equipment to produce copper tubing.
Longueville, 332,500 sq. ft. Copper tube mill. Facility includes
France 16.3 acres extrusion and finishing equipment to
produce copper tubing.
Port Huron, MI 322,500 sq. ft. Brass rod mill. Facility includes
71.5 acres 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. Aluminum and copper impacts plant.
6.72 acres Produces made-to-order parts using cold
impact processes.
Hartsville, TN 78,000 sq. ft. Refrigeration products plant.
4.51 acres Produces products used in
refrigeration applications such as
ball valves, line valves, and
compressor valves.
Jacksboro, TN 65,066 sq. ft. Bending and fabricating facility.
11.78 acres Produces gas burners, supply tubes,
and manifolds for the gas appliance
industry.
Waynesboro, TN 57,000 sq. ft.(3) Gas valve plant. Facility produces
5.0 acres brass valves and assemblies for the
gas appliance industry.
North Wales, PA 174,000 sq. ft. Precision Tube factory. Facility
18.9 acres fabricates copper tubing, copper
alloy tubing, aluminum tubing, and
fabricated tubular products.
Salisbury, MD 12,000 sq. ft.(4) Coaxial cable plant. Facility
manufactures semi-rigid coaxial cable
and high-performance cable assemblies.
Brighton, MI 65,000 sq. ft.(4) Machining operation. Facility
machines component parts for supply
to automotive industry.
Middletown, OH 55,000 sq. ft. Fabricating facility. Produces burner
2.0 acres systems and manifolds for the gas
appliance industry.
-10-
In addition, the Company owns and/or leases other properties used as
distribution centers and corporate offices.
(1) Facility 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 from a local municipality for a nominal amount.
(4) Facility is leased under an operating lease.
ITEM 3. LEGAL PROCEEDINGS
Environmental Proceedings
Reference is made to "Environmental Matters" in Item 1 of this Report,
which is incorporated herein by reference, for a description of environmental
proceedings.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED
STOCKHOLDER MATTERS
The information required by Item 5 of this Report is included under the
caption "Capital Stock Information" in the Registrant's Annual Report to
Stockholders for the year ended December 29, 2001, which information is
incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data are included under the caption "Selected
Financial Data" in the Registrant's Annual Report to Stockholders for the year
ended December 29, 2001, which selected financial data is incorporated herein
by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's discussion and analysis of financial condition and results
of operations is contained under the caption "Financial Review" in the
Registrant's Annual Report to Stockholders for the year ended December 29,
2001, and is incorporated herein by reference.
-11-
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and qualitative disclosures about market risk are contained
in the caption "Financial Review" in the Registrant's Annual Report to
Stockholders for the year ended December 29, 2001, and is incorporated herein
by reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
See Index to Financial Statements and Financial Statement Schedule of
this Annual Report on Form 10-K which is included on page 17.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 is contained under the caption
"Ownership of Common Stock by Directors and Executive Officers and Information
about Director Nominees" in the Company's Proxy Statement for its 2002 Annual
Meeting of Stockholders to be filed with the Securities and Exchange Commission
on or about March 25, 2002 and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is contained under the caption
"Executive Compensation" in the Company's Proxy Statement for its 2002 Annual
Meeting of Stockholders to be filed with the Securities and Exchange Commission
on or about March 25, 2002 and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is contained under the captions
"Principal Stockholders" and "Ownership of Common Stock by Directors and
Executive Officers and Information about Director Nominees" in the Company's
Proxy Statement for its 2002 Annual Meeting of Stockholders to be filed with
the Securities and Exchange Commission on or about March 25, 2002 and is
incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
-12-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Financial Statements: the financial statements, notes, and report of
independent auditors described in Item 8 of this report, which are
incorporated by reference.
2. Financial Statement Schedule: the financial statement schedule
described in Item 8 of this report which is indexed on page 17.
3. Exhibits:
2.1 Amended and Restated Agreement and Plan of Merger among Mueller
Industries, Inc., Mueller Acquisition Corp. and Halstead
Industries, Inc., dated as of October 30, 1998 (Incorporated
herein by reference to Exhibit 2.1 of the Registrant's Report on
Form 10-Q, dated November 6, 1998 for the quarter ended September
26, 1998).
2.2 Form of Stock Purchase Agreement with William B. Halstead
(Incorporated herein by reference to Exhibit 2.2 of the
Registrant's Report on Form 10-Q, dated November 6, 1998 for the
quarter ended September 26, 1998).
2.3 Form of Stock Purchase Agreement with remaining Halstead
stockholders (Incorporated herein by reference to Exhibit 2.3 of
the Registrant's Report on Form 10-Q, dated November 6, 1998 for
the quarter ended September 26, 1998).
3.1 Certificate of Incorporation of Mueller Industries, Inc. and
all amendments thereto (Incorporated herein by reference to
Exhibit 3.1 of the Registrant's Report on Form 10-K, dated
March 23, 1999, for the fiscal year ended December 26, 1998).
3.2 By-laws of Mueller Industries, Inc., as amended and restated,
effective November 10, 1994 (Incorporated herein by reference
to Exhibit 3 (ii) of the Registrant's Current Report on Form
8-K, dated November 14, 1994).
4.1 Common Stock Specimen (Incorporated herein by reference to
Exhibit 4.1 of the Registrant's Current Report on Form 8-K
dated December 28, 1990).
4.2 Rights Agreement, dated as of November 10, 1994, between the
Registrant and Continental Stock Transfer and Trust Company, as
Rights Agent, which includes the Form of Certificate of
Designation, Preferences and Rights of Series A Junior
Participating Preferred Stock of the Registrant, as Exhibit A,
the Form of Rights Certificate, as Exhibit B, and the Summary
of Rights to Purchase Preferred Stock, as Exhibit C
(Incorporated by reference to Exhibit 99.1 of the Registrant's
Current Report on Form 8-K, dated November 14, 1994).
-13-
10.1 Credit Agreement among Mueller Industries, Inc. (as
Borrower) and Michigan National Bank and other banking
institutions and Michigan National Bank (as Agent) dated as of
November 29, 2000 (Incorporated herein by reference to Exhibit
10.1 of the Registrant's Report on Form 10-K, dated March 26,
2001, for the fiscal year ended December 30, 2000).
10.2 Certain instruments with respect to long-term debt of the
Company have not been filed as Exhibits to the Report since the
total amount of securities authorized under any such instrument
does not exceed 10 percent of the total assets of the Company
and its subsidiaries on a consolidated basis. The Company
agrees to furnish a copy of each such instrument upon request
of the Securities and Exchange Commission.
10.3 Employment Agreement, effective October 1, 1991 by and between
Mueller Industries, Inc. and Harvey L. Karp (Incorporated
herein by reference to Exhibit 10.3 of the Registrant's Current
Report on Form 8-K dated November 22, 1991).
10.4 Stock Option Agreement, dated December 4, 1991 by and
between Mueller Industries, Inc. and Harvey L. Karp
(Incorporated herein by reference to Exhibit 10.4 of the
Registrant's Current Report on Form 8-K dated November 22,
1991).
10.5 Stock Option Agreement, dated March 3, 1992 by and between
Mueller Industries, Inc. and Harvey L. Karp (Incorporated
herein by reference to Exhibit 2 of the Registrant's Current
Report on Form 8-K dated March 11, 1992).
10.6 Mueller Industries, Inc. 1991 Incentive Stock Option Plan
(Incorporated herein by reference to Exhibit 4(a) of the
Registrant's Registration Statement on Form S-8 dated
April 17, 1992).
10.7 Summary description of the Registrant's 2002 bonus plan for
certain key employees.
10.8 Amended and Restated Employment Agreement, effective as of
September 17, 1997, by and between Mueller Industries, Inc.
and Harvey L. Karp (Incorporated herein by reference to Exhibit
10.1 of the Registrant's Report on Form 10-Q, dated October 21,
1997, for the quarter ended September 27, 1997).
10.9 Amended and Restated Employment Agreement, effective as of
September 17, 1997, by and between Mueller Industries, Inc. and
William D. O'Hagan (Incorporated herein by reference to Exhibit
10.2 of the Registrant's Report on Form 10-Q, dated October 21,
1997, for the quarter ended September 27, 1997).
10.10 Amendment to Amended and Restated Employment Agreement,
effective May 12, 2000, by and between Mueller Industries, Inc.
and William D. O'Hagan (Incorporated herein by reference to
Exhibit 10.1 of the Registrant's Report on Form 10-Q, dated
July 24, 2000, for the quarter ended June 24, 2000).
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10.11 Mueller Industries, Inc. 1994 Stock Option Plan (Incorporated
herein by reference to Exhibit 10.13 of the Registrant's Report
on Form 10-K, dated March 17, 1995, for the fiscal year ended
December 31, 1994).
10.12 Mueller Industries, Inc. 1994 Non-Employee Director Stock
Option Plan (Incorporated herein by reference to Exhibit 10.14
of the Registrant's Report on Form 10-K, dated March 17, 1995,
for the fiscal year ended December 31, 1994).
10.13 Mueller Industries, Inc. Deferred Compensation Plan, effective
December 1, 2000 (Incorporated herein by reference to Exhibit
10.13 of the Registrant's Report on Form 10-K, dated March 26,
2001, for the fiscal year ended December 30, 2000).
10.14 Mueller Industries, Inc. 1998 Stock Option Plan (Incorporated
herein by reference to Exhibit A of the Registrant's Definitive
Proxy Statement, dated March 18, 1998).
10.15 Stock Option Agreement, dated May 7, 1997 by and between
Mueller Industries, Inc. and William D. O'Hagan (Incorporated
herein by reference to Exhibit 10.19 of the Registrant's Report
on Form 10-K, dated March 23, 1999, for the fiscal year ended
December 26, 1998).
10.16 Stock Option Agreement, dated October 9, 1998 by and between
Mueller Industries, Inc. and William D. O'Hagan (Incorporated
herein by reference to Exhibit 10.20 of the Registrant's Report
on Form 10-K, dated March 23, 1999, for the fiscal year ended
December 26, 1998).
13.0 Mueller Industries, Inc.'s Annual Report to Stockholders for
the year ended December 29, 2001. Such report, except to the
extent incorporated herein by reference, is being furnished for
the information of the Securities and Exchange Commission only
and is not to be deemed filed as a part of this Annual Report
on Form 10-K.
21.0 Subsidiaries of the Registrant.
23.0 Consent of Independent Auditor (Includes report on Financial
Statement Schedule).
(b) During the three months ended December 29, 2001, no Current
Reports on Form 8-K were filed.
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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 March
25, 2002.
MUELLER INDUSTRIES, INC.
/S/ HARVEY L. KARP
Harvey L. Karp, Chairman of the Board
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
Signature Title Date
/S/ HARVEY L. KARP Chairman of the Board, and Director March 25, 2002
Harvey L. Karp
/S/ GARY S. GLADSTEIN Director March 25, 2002
Gary S. Gladstein
/S/ ROBERT B. HODES Director March 25, 2002
Robert B. Hodes
/S/ G.E. MANOLOVICI Director March 25, 2002
G.E. Manolovici
/S/ WILLIAM D. O'HAGAN President, Chief Executive Officer, March 25, 2002
William D. O'Hagan Director
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of the
Registrant and in the capacities and on the date indicated.
Signature and Title Date
/S/ KENT A. MCKEE March 25, 2002
Kent A. McKee
Vice President and
Chief Financial Officer
(Principal Accounting Officer)
/S/ RICHARD W. CORMAN March 25, 2002
Richard W. Corman
Corporate Controller
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INDEX TO FINANCIAL STATEMENTS
The consolidated financial statements, together with the report thereon
of Ernst & Young LLP dated February 5, 2002, appearing on page 22 through and
including 53, of the Company's 2001 Annual Report to Stockholders are
incorporated by reference in this Annual Report on Form 10-K. With the
exception of the aforementioned information, no other information appearing in
the 2001 Annual Report to Stockholders is deemed to be filed as part of this
Annual Report on Form 10-K under Item 8. The following Consolidated Financial
Statement Schedule should be read in conjunction with the consolidated
financial statements in such 2001 Annual Report to Stockholders. Consolidated
Financial Statement Schedules not included with this Annual Report on Form 10-K
have been omitted because they are not applicable or the required information
is shown in the consolidated financial statements or notes thereto.
FINANCIAL STATEMENT SCHEDULE
Page
Schedule for the fiscal years ended December 29, 2001,
December 30, 2000, and December 25, 1999.
Valuation and Qualifying Accounts (Schedule II) 18
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MUELLER INDUSTRIES, INC.
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
Years Ended December 29, 2001, December 30, 2000, and December 25, 1999
(In thousands)
Additions
-------------------------------
Balance at Charged to Balance
beginning costs and Other at end
of year expenses additions Deductions of year
------------ ------------ ----------- ----------- -----------
2001
Allowance for doubtful accounts $ 5,612 $ 1,704 $ - $ 743 $ 6,573
Environmental reserves $ 9,862 $ 3,600 $ 311 (1) $ 4,570 $ 9,203
Severance and related $ 2,187 $ 707 $ - $ 2,880 $ 14
Other reserves (4) $ 11,332 $ - $ - $ 8,026 $ 3,306
Valuation allowance for deferred
tax assets $ 34,286 $ 678 $ 24,530 (2) $ 959 $ 58,535
2000
Allowance for doubtful accounts $ 5,367 $ 663 $ 131 (3) $ 549 $ 5,612
Environmental reserves $ 12,965 $ 2,049 $ 75 (3) $ 5,227 $ 9,862
Severance and related $ 1,558 $ 2,100 $ - $ 1,471 $ 2,187
Other reserves (4) $ 10,034 $ - $ 2,248 (3) $ 950 $ 11,332
Valuation allowance for deferred
tax assets $ 51,312 $ - $ 1,013 (2) $ 18,039 $ 34,286
1999
Allowance for doubtful accounts $ 4,929 $ 1,503 $ - $ 1,065 $ 5,367
Environmental reserves $ 16,321 $ - $ - $ 3,356 $ 12,965
Severance and related $ 9,266 $ - $ - $ 7,708 $ 1,558
Other reserves (4) $ 15,748 $ - $ - $ 5,714 $ 10,034
Valuation allowance for deferred
tax assets $ 46,592 $ - $ 12,940 (2) $ 8,220 $ 51,312
(1) Balance reclassified from other liabilities.
(2) Other additions to the valuation allowance for deferred tax assets relate to capital loss
carryforwards, foreign net operating loss carryforwards, and foreign audit and withholding allowances.
(3) Resulted from acquisitions.
(4) Other reserves are included in the balance sheet captions "Other
current liabilities" and "Other noncurrent liabilities".
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EXHIBIT INDEX
Exhibits Description Page
10.7 Summary description of the Registrant's 2002 bonus plan for
certain key employees.
13.0 Mueller Industries, Inc.'s Annual Report to Stockholders
for the year ended December 29, 2001. Such report, except
to the extent incorporated herein by reference, is being
furnished for the information of the Securities and
Exchange Commission only and is not to be deemed filed as a
part of this Annual Report on Form 10-K.
21.0 Subsidiaries of the Registrant.
23.0 Consent of Independent Auditors (Includes report on
Financial Statement Schedule).
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