Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Feb. 23, 2023 | Jun. 25, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 1-6770 | ||
Entity Registrant Name | MUELLER INDUSTRIES, INC. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 25-0790410 | ||
Entity Address, Address Line One | 150 Schilling Boulevard | ||
Entity Address, Address Line Two | Suite 100 | ||
Entity Address, City or Town | Collierville | ||
Entity Address, State or Province | TN | ||
Entity Address, Postal Zip Code | 38017 | ||
City Area Code | 901 | ||
Local Phone Number | 753-3200 | ||
Title of 12(b) Security | Common Stock, $0.01 Par Value | ||
Trading Symbol | MLI | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2,939,888,027 | ||
Entity Common Stock, Shares Outstanding | 57,024,726 | ||
Documents Incorporated by Reference | Portions of the following document are incorporated by reference into this Report: Registrant’s Definitive Proxy Statement for the 2023 Annual Meeting of Stockholders, scheduled to be mailed on or about March 23, 2023 (Part III). | ||
Entity Central Index Key | 0000089439 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2022 | |
Audit Information [Abstract] | |
Auditor Name | Ernst & Young LLP |
Auditor Location | Memphis, Tennessee |
Auditor Firm ID | 42 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Income Statement [Abstract] | |||
Net sales | $ 3,982,455 | $ 3,769,345 | $ 2,398,043 |
Cost of goods sold | 2,864,862 | 2,938,989 | 1,966,161 |
Depreciation and amortization | 43,731 | 45,390 | 44,843 |
Selling, general, and administrative expense | 203,086 | 184,052 | 159,483 |
Litigation settlement, net | 0 | 0 | (22,053) |
Gain on sale of businesses | 0 | (57,760) | 0 |
Gain on sale of assets, net | (6,373) | 0 | 0 |
Impairment charges | 0 | 2,829 | 3,771 |
Operating income | 877,149 | 655,845 | 245,838 |
Interest expense | (810) | (7,709) | (19,247) |
Redemption premium | 0 | (5,674) | 0 |
Environmental expense | (1,298) | (5,053) | (4,454) |
Pension plan termination expense | (13,100) | 0 | (17,835) |
Other income, net | 14,090 | 3,730 | 4,887 |
Income before income taxes | 876,031 | 641,139 | 209,189 |
Income tax expense | (223,322) | (165,858) | (55,321) |
Income (loss) from unconsolidated affiliates, net of foreign tax | 10,111 | (157) | (10,219) |
Consolidated net income | 662,820 | 475,124 | 143,649 |
Net income attributable to noncontrolling interests | (4,504) | (6,604) | (4,156) |
Net income attributable to Mueller Industries, Inc. | $ 658,316 | $ 468,520 | $ 139,493 |
Weighted average shares for basic earnings per share (in shares) | 55,779 | 56,011 | 55,821 |
Effect of dilutive stock-based awards (in shares) | 776 | 787 | 569 |
Adjusted weighted average shares for diluted earnings per share (in shares) | 56,555 | 56,798 | 56,390 |
Basic earnings per share (in dollars per share) | $ 11.80 | $ 8.36 | $ 2.50 |
Diluted earnings per share (in dollars per share) | 11.64 | 8.25 | 2.47 |
Dividends per share (in dollars per share) | $ 1 | $ 0.52 | $ 0.40 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Consolidated net income | $ 662,820 | $ 475,124 | $ 143,649 |
Other comprehensive (loss) income, net of tax: | |||
Foreign currency translation | (30,382) | (6,730) | 10,350 |
Net change with respect to derivative instruments and hedging activities, net of tax of $(200), $47, and $(146) | 683 | (181) | 508 |
Net change in pension and postretirement obligation adjustments, net of tax of $(4,381), $(1,379), and $(1,560) | 12,722 | 5,703 | 4,652 |
Attributable to unconsolidated affiliates, net of tax of $(784), $(284), and $38 | 2,702 | 978 | (132) |
Total other comprehensive (loss) income, net | (14,275) | (230) | 15,378 |
Consolidated comprehensive income | 648,545 | 474,894 | 159,027 |
Comprehensive income attributable to noncontrolling interests | (1,057) | (4,838) | (5,647) |
Comprehensive income attributable to Mueller Industries, Inc. | $ 647,488 | $ 470,056 | $ 153,380 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net change with respect to derivative instruments and hedging activities, net of tax | $ (200) | $ 47 | $ (146) |
Net change in pension and postretirement obligation adjustments, net of tax | (4,381) | (1,379) | (1,560) |
Attributable to unconsolidated affiliates, net of tax | $ (784) | $ (284) | $ 38 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 461,018 | $ 87,924 |
Short-term investments | 217,863 | 0 |
Accounts receivable, less allowance for doubtful accounts of $2,687 in 2022 and $2,590 in 2021 | 380,352 | 471,859 |
Inventories | 448,919 | 430,244 |
Other current assets | 26,501 | 28,976 |
Total current assets | 1,534,653 | 1,019,003 |
Property, plant, and equipment, net | 379,950 | 385,562 |
Operating lease right-of-use assets | 22,892 | 23,510 |
Goodwill, net | 157,588 | 171,330 |
Intangible assets, net | 54,785 | 61,714 |
Investment in unconsolidated affiliates | 72,364 | 61,133 |
Other noncurrent assets | 20,167 | 6,684 |
Total Assets | 2,242,399 | 1,728,936 |
Current liabilities: | ||
Current portion of debt | 811 | 811 |
Accounts payable | 128,000 | 180,793 |
Accrued wages and other employee costs | 61,915 | 49,629 |
Current portion of operating lease liabilities | 4,942 | 6,015 |
Other current liabilities | 152,627 | 145,191 |
Total current liabilities | 348,295 | 382,439 |
Long-term debt, less current portion | 1,218 | 1,064 |
Pension liabilities | 4,078 | 5,572 |
Postretirement benefits other than pensions | 8,977 | 11,961 |
Environmental reserves | 16,380 | 17,678 |
Deferred income taxes | 16,258 | 14,347 |
Noncurrent operating lease liabilities | 16,880 | 17,099 |
Other noncurrent liabilities | 16,349 | 21,813 |
Total liabilities | 428,435 | 471,973 |
Mueller Industries, Inc. stockholders' equity: | ||
Preferred stock - $1.00 par value; shares authorized 5,000,000; none outstanding | 0 | 0 |
Common stock - $.01 par value; shares authorized 100,000,000; issued 80,183,004; outstanding 57,001,617 in 2022 and 57,295,961 in 2021 | 802 | 802 |
Additional paid-in capital | 297,270 | 286,208 |
Retained earnings | 2,059,796 | 1,458,489 |
Accumulated other comprehensive loss | (64,175) | (53,347) |
Treasury common stock, at cost | (502,779) | (470,034) |
Total Mueller Industries, Inc. stockholders' equity | 1,790,914 | 1,222,118 |
Noncontrolling interests | 23,050 | 34,845 |
Total equity | 1,813,964 | 1,256,963 |
Commitments and contingencies | 0 | 0 |
Total Liabilities and Equity | $ 2,242,399 | $ 1,728,936 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 2,687 | $ 2,590 |
Preferred stock, par value (in dollars per share) | $ 1 | $ 1 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, issued (in shares) | 80,183,004 | 80,183,004 |
Common stock, outstanding (in shares) | 57,001,617 | 57,295,961 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Operating activities: | |||
Consolidated net income | $ 662,820 | $ 475,124 | $ 143,649 |
Reconciliation of consolidated net income to net cash provided by operating activities: | |||
Depreciation | 38,157 | 39,120 | 38,715 |
Amortization of intangibles | 5,574 | 6,270 | 6,128 |
Amortization of debt issuance costs | 357 | 265 | 319 |
(Income) loss from unconsolidated affiliates | (10,111) | 157 | 10,219 |
Insurance proceeds - noncapital related | 1,646 | 0 | 0 |
Redemption premium | 0 | 5,674 | 0 |
Stock-based compensation expense | 17,801 | 9,822 | 8,570 |
Provision for doubtful accounts receivable | 323 | 1,216 | 1,208 |
Non-cash pension plan termination expense | 0 | 0 | 11,642 |
(Gain) loss on disposals of assets | (6,373) | (769) | 132 |
Gain on sale of businesses | 0 | (57,760) | 0 |
Impairment charges | 0 | 2,829 | 3,771 |
Deferred income tax (benefit) expense | (3,880) | 7,413 | (4,046) |
Changes in assets and liabilities, net of effects of businesses acquired and sold: | |||
Receivables | 82,713 | (124,708) | (76,404) |
Inventories | (24,189) | (119,514) | 5,207 |
Other assets | (8,971) | 919 | 20,609 |
Current liabilities | (26,633) | 73,755 | 74,097 |
Other liabilities | (7,564) | (5,467) | (1,142) |
Other, net | 2,273 | (2,645) | 2,399 |
Net cash provided by operating activities | 723,943 | 311,701 | 245,073 |
Investing activities: | |||
Proceeds from sale of assets, net of cash transferred | 7,850 | 2,302 | 181 |
Purchase of short-term investments | (217,863) | 0 | 0 |
Acquisition of businesses, net of cash acquired | 0 | (30,206) | (72,648) |
Proceeds from sale of business, net of cash sold | 0 | 81,884 | 0 |
Capital expenditures | (37,639) | (31,833) | (43,885) |
Payment received for (issuance of) notes receivable | 0 | 8,539 | |
Payment received for (issuance of) notes receivable | (9,270) | ||
Insurance proceeds - capital related | 3,354 | 0 | 0 |
Dividends from unconsolidated affiliates | 2,295 | 0 | 0 |
Investments in unconsolidated affiliates | 0 | (1,613) | 0 |
Net cash (used in) provided by investing activities | (242,003) | 29,073 | (125,622) |
Financing activities: | |||
Dividends paid to stockholders of Mueller Industries, Inc. | (55,787) | (29,137) | (22,341) |
Dividends paid to noncontrolling interests | (7,248) | (9,722) | 0 |
Issuance of long-term debt | 0 | 595,000 | 190,038 |
Repayments of long-term debt | (204) | (920,610) | (246,898) |
Issuance (repayment) of debt by consolidated joint ventures, net | 67 | (5,113) | (259) |
Repurchase of common stock | (38,054) | (4,864) | (5,574) |
Payment of contingent consideration | 0 | (1,250) | (7,000) |
Net cash (used) received to settle stock-based awards | (1,429) | 85 | (230) |
Debt issuance costs | 0 | (1,111) | 0 |
Net cash used in financing activities | (102,655) | (376,722) | (92,264) |
Effect of exchange rate changes on cash | (4,365) | (1,052) | 2,147 |
Increase (decrease) in cash, cash equivalents, and restricted cash | 374,920 | (37,000) | 29,334 |
Cash, cash equivalents, and restricted cash at the beginning of the year | 90,376 | 127,376 | 98,042 |
Cash, cash equivalents, and restricted cash at the end of the year | $ 465,296 | $ 90,376 | $ 127,376 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common stock | Additional paid-in capital | Retained earnings | Accumulated other comprehensive loss | Treasury stock | Noncontrolling interests |
Balance at beginning of year (in shares) at Dec. 28, 2019 | 80,183 | ||||||
Balance at beginning of year at Dec. 28, 2019 | $ 802 | $ 278,609 | $ 903,070 | $ (68,770) | $ (470,243) | $ 18,668 | |
Treasury stock beginning balance (in shares) at Dec. 28, 2019 | 23,234 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Acquisition (issuance) of shares under incentive stock option plans | (745) | $ 515 | |||||
Stock-based compensation expense | 8,570 | ||||||
Issuance of restricted stock | (6,383) | $ 6,383 | |||||
Net income attributable to Mueller Industries, Inc. | $ 139,493 | 139,493 | |||||
Dividends paid or payable to stockholders of Mueller Industries, Inc. | (22,869) | ||||||
Total other comprehensive (loss) income attributable to Mueller Industries, Inc. | 15,378 | 13,887 | |||||
Issuance of shares under incentive stock option plans (in shares) | (71) | ||||||
Repurchase of common stock (in shares) | 248 | ||||||
Repurchase of common stock | $ (5,574) | ||||||
Issuance of restricted stock (in shares) | (315) | ||||||
Purchase of Mueller Middle East | 0 | ||||||
Dividends paid to noncontrolling interests | 0 | ||||||
Net income attributable to noncontrolling interests | (4,156) | 4,156 | |||||
Foreign currency translation | 10,350 | 1,491 | |||||
Treasury stock ending balance (in shares) at Dec. 26, 2020 | 23,096 | ||||||
Balance at end of year (in shares) at Dec. 26, 2020 | 80,183 | ||||||
Balance at end of year at Dec. 26, 2020 | $ 802 | 280,051 | 1,019,694 | (54,883) | $ (468,919) | 24,315 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Acquisition (issuance) of shares under incentive stock option plans | 720 | (636) | |||||
Stock-based compensation expense | 9,822 | ||||||
Issuance of restricted stock | (4,385) | $ 4,385 | |||||
Net income attributable to Mueller Industries, Inc. | 468,520 | 468,520 | |||||
Dividends paid or payable to stockholders of Mueller Industries, Inc. | (29,725) | ||||||
Total other comprehensive (loss) income attributable to Mueller Industries, Inc. | (230) | 1,536 | |||||
Issuance of shares under incentive stock option plans (in shares) | (88) | ||||||
Repurchase of common stock (in shares) | 97 | ||||||
Repurchase of common stock | $ (4,864) | ||||||
Issuance of restricted stock (in shares) | (218) | ||||||
Purchase of Mueller Middle East | 15,414 | ||||||
Dividends paid to noncontrolling interests | (9,722) | ||||||
Net income attributable to noncontrolling interests | (6,604) | 6,604 | |||||
Foreign currency translation | (6,730) | (1,766) | |||||
Treasury stock ending balance (in shares) at Dec. 25, 2021 | 22,887 | ||||||
Balance at end of year (in shares) at Dec. 25, 2021 | 80,183 | ||||||
Balance at end of year at Dec. 25, 2021 | 1,256,963 | $ 802 | 286,208 | 1,458,489 | (53,347) | $ (470,034) | 34,845 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Acquisition (issuance) of shares under incentive stock option plans | 830 | (2,260) | |||||
Stock-based compensation expense | 17,801 | ||||||
Issuance of restricted stock | (7,569) | $ 7,569 | |||||
Net income attributable to Mueller Industries, Inc. | 658,316 | 658,316 | |||||
Dividends paid or payable to stockholders of Mueller Industries, Inc. | (57,009) | ||||||
Total other comprehensive (loss) income attributable to Mueller Industries, Inc. | (14,275) | (10,828) | |||||
Issuance of shares under incentive stock option plans (in shares) | (77) | ||||||
Repurchase of common stock (in shares) | 719 | ||||||
Repurchase of common stock | $ (38,054) | ||||||
Issuance of restricted stock (in shares) | (348) | ||||||
Purchase of Mueller Middle East | (5,604) | ||||||
Dividends paid to noncontrolling interests | (7,248) | ||||||
Net income attributable to noncontrolling interests | (4,504) | 4,504 | |||||
Foreign currency translation | $ (30,382) | (3,447) | |||||
Treasury stock ending balance (in shares) at Dec. 31, 2022 | 7,200 | 23,181 | |||||
Balance at end of year (in shares) at Dec. 31, 2022 | 80,183 | ||||||
Balance at end of year at Dec. 31, 2022 | $ 1,813,964 | $ 802 | $ 297,270 | $ 2,059,796 | $ (64,175) | $ (502,779) | $ 23,050 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Nature of Operations The principal business of Mueller Industries, Inc. is the manufacture and sale of copper tube and fittings; line sets; PEX plastic tube and fittings; steel nipples; brass rod, bar, and shapes; aluminum and brass forgings; aluminum impact extrusions; compressed gas valves; refrigeration valves and fittings; pressure vessels; coaxial heat exchangers; and insulated flexible duct systems. The Company also resells brass and plastic plumbing valves, plastic fittings, malleable iron fittings, faucets, and plumbing specialty products. The Company markets its products to the HVAC, plumbing, refrigeration, hardware, and other industries. Mueller’s operations are located throughout the United States and in Canada, Mexico, Great Britain, South Korea, the Middle East, and China. Fiscal Years The Company’s fiscal year ends on the last Saturday of December and consisted of 53 weeks in 2022 and 52 weeks in 2021 and 2020. These dates were December 31, 2022, December 25, 2021, and December 26, 2020. Basis of Presentation The Consolidated Financial Statements include the accounts of Mueller Industries, Inc. and its majority-owned subsidiaries. The noncontrolling interests represent a private ownership interest of 40 percent of Jungwoo Metal Ind. Co., LTD (Jungwoo-Mueller) and 45 percent of Mueller Middle East BSC (Mueller Middle East). Revenue Recognition Given the nature of the Company’s business and product offerings, sales transactions with customers are generally comprised of a single performance obligation that involves delivery of the products identified in the contracts with customers. Performance obligations are generally satisfied at the point in time of shipment and payment is generally due within 60 days. Variable consideration is estimated for future rebates on certain product lines and product returns. The Company records variable consideration as an adjustment to the transaction price in the period it is incurred. Since variable consideration is settled within a short period of time, the time value of money is not significant. The cost of shipping product to customers is expensed as incurred as a component of cost of goods sold. The Company’s Domestic Piping Systems Group engages in certain transactions where it acts as an agent. Revenue from these transactions is recorded on a net basis. See “ Note 3 – Segment Information ” for additional information on disaggregation of revenue from contracts with customers. Acquisitions Accounting for acquisitions requires the Company to recognize separately from goodwill the assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess of the purchase price over the net amount allocated to the identifiable assets acquired and liabilities assumed. While management uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. The operating results generated by the acquired businesses are included in the Consolidated Statements of Income from their respective dates of acquisition. Acquisition related costs are expensed as incurred. See “ Note 2 – Acquisitions & Dispositions ” for additional information. Cash Equivalents and Restricted Cash Temporary investments with original maturities of three months or less are considered to be cash equivalents. These investments are stated at cost. At December 31, 2022 and December 25, 2021, temporary investments consisted of money market mutual funds, commercial paper, bank repurchase agreements, and U.S. and foreign government securities totaling approximately $329.4 million and $1.4 million, respectively. Amounts included in restricted cash relate to required deposits in brokerage accounts that facilitate the Company’s hedging activities as well as imprest funds for the Company’s self-insured workers’ compensation program. See “ Note 4 – Cash, Cash Equivalents, and Restricted Cash ” for additional information. Short-Term Investments The fair value of short-term investments at December 31, 2022, consisting of U.S. treasury bills with maturities exceeding three months at the time of purchase, approximates the carrying value on that date. These treasury bills are stated at fair value and are classified as trading securities. The fair value of treasury bills is classified as level 1 within the fair value hierarchy. This classification is defined as a fair value determined using observable inputs that reflect quoted prices in active markets for identical assets. Allowance for Doubtful Accounts The Company routinely grants credit to many of its customers without collateral. The risk of credit loss in trade receivables is substantially mitigated by the credit evaluation process. The Company provides an allowance for receivables that may not be fully collected. In circumstances where the Company is aware of a customer’s inability to meet their financial obligations (e.g., bankruptcy filings or substantial credit rating downgrades), it records an allowance for doubtful accounts against amounts due to reduce the net recognized receivable to the amount it believes most likely will be collected. For all other customers, the Company recognizes an allowance for doubtful accounts based on its historical collection experience and the impact of current economic conditions. If circumstances change (e.g., greater than expected defaults or an unexpected material change in a major customer’s ability to meet their financial obligations), the Company could change its estimate of the recoverability of amounts due by a material amount. Historically, credit losses have been within management’s expectations. The balance for uncollectible accounts was $2.7 million and $2.6 million as of December 31, 2022 and December 25, 2021, respectively. Inventories The Company’s inventories are valued at the lower-of-cost-or-market. The material component of its U.S. copper tube and copper fittings inventories is valued on a LIFO basis and the non-material components of U.S. copper tube and copper fittings inventories are valued on a FIFO basis. The material component of its U.K. and Canadian copper tube inventories are valued on a FIFO basis. The material component of its brass rod and forgings inventories are valued on a FIFO basis. Certain inventories are valued on an average cost basis. Elements of cost in finished goods inventory in addition to the cost of material include depreciation, amortization, utilities, maintenance, production wages, and transportation costs. The market price of copper cathode and scrap is subject to volatility. During periods when open market prices decline below net book value, the Company may need to provide an allowance to reduce the carrying value of its inventory. In addition, certain items in inventory may be considered obsolete and, as such, the Company may establish an allowance to reduce the carrying value of those items to their net realizable value. Changes in these estimates related to the value of inventory, if any, may result in a materially adverse impact on the Company’s reported financial position or results of operations. The Company recognizes the impact of any changes in estimates, assumptions, and judgments in income in the period in which it is determined. See “ Note 5 – Inventories ” for additional information. Leases The Company leases certain manufacturing facilities, distribution centers, office space, and equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet; expense for these leases is recognized on a straight line-basis over the term of the lease. Most of the Company’s leases include one or more options to renew up to five years and have remaining terms of one The Company has certain vehicle leases that are financing; however, these leases are deemed immaterial for disclosure. See “ Note 8 – Leases ” for additional information. Property, Plant, and Equipment Property, plant, and equipment is stated at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized, while minor replacements, maintenance, and repairs are charged to expense as incurred. Depreciation of buildings, machinery, and equipment is provided on the straight-line method over the estimated useful lives ranging from 20 to 40 years for buildings and five The Company continually evaluates these assets to determine whether events or changes in circumstances have occurred that may warrant revision of the estimated useful life or whether the remaining balance should be evaluated for possible impairment. See “ Note 9 – Property, Plant, and Equipment, Net ” for additional information. Goodwill Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. Several factors give rise to goodwill in business acquisitions, such as the expected benefit from synergies of the combination and the existing workforce of the acquired business. Goodwill is evaluated annually for possible impairment as of the first day of the fourth quarter unless circumstances indicate the need to accelerate the timing of the evaluation. In the evaluation of goodwill impairment, management performs a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, management compares the fair value of a reporting unit with its carrying amount and will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Fair value for the Company’s reporting units is determined using a combination of the income and market approaches (level 3 within the fair value hierarchy), incorporating market participant considerations and management’s assumptions on revenue growth rates, operating margins, discount rates and expected capital expenditures. The market approach measures the fair value of a business through the analysis of publicly traded companies or recent sales of similar businesses. The income approach uses a discounted cash flow model to estimate the fair value of reporting units based on expected cash flows (adjusted for capital investment required to support operations) and a terminal value. This cash flow stream is discounted to its present value to arrive at a fair value for each reporting unit. Future earnings are estimated using the Company’s most recent annual projections, applying a growth rate to future periods. Those projections are directly impacted by the condition of the markets in which the Company’s businesses participate. The discount rate selected for the reporting units is generally based on rates of return available for comparable companies at the date of valuation. Fair value determinations may include both internal and third-party valuations. See “ Note 10 – Goodwill and Other Intangible Assets ” for additional information. Investments in Unconsolidated Affiliates Tecumseh The Company owns a 50 percent interest in an unconsolidated affiliate that acquired Tecumseh Products Company (Tecumseh) and an entity that provides financing to Tecumseh. This investment is recorded using the equity method of accounting, as the Company can exercise significant influence but does not own a majority equity interest or otherwise control the entity. Under the equity method of accounting, this investment is stated at initial cost and is adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions. The Company records its proportionate share of the investee’s net income or loss, net of foreign taxes, one quarter in arrears as income (loss) from unconsolidated affiliates, net of foreign tax, in the Consolidated Statements of Income. The Company’s proportionate share of the investee’s other comprehensive income (loss), net of income taxes, is recorded in the Consolidated Statements of Comprehensive Income and Consolidated Statements of Changes in Equity. The U.S. tax effect of the Company’s proportionate share of Tecumseh’s income or loss is recorded in income tax expense in the Consolidated Statements of Income. In general, the equity investment in unconsolidated affiliates is equal to the current equity investment less the investees’ net accumulated losses. Retail Distribution The Company acquired a 17 percent noncontrolling equity interest in a limited liability company in the retail distribution business by contributing the outstanding common stock of Die-Mold in exchange for the equity method interest. The transaction was recorded as a deconsolidation of a subsidiary and the recognition of an equity method investment at fair value, as described in “ Note 2 - Acquisitions and Dispositions. ” This investment is recorded using the equity method of accounting. The Company records its proportionate share of the investees’ net income or loss one month in arrears as income (loss) from unconsolidated affiliates in the Consolidated Statements of Income. The Company’s proportionate share of the investees’ other comprehensive income (loss), net of income taxes, is recorded in the Consolidated Statements of Comprehensive Income and Consolidated Statements of Changes in Equity. The investments in unconsolidated affiliates are assessed periodically for impairment and written down when the carrying amount is not considered fully recoverable. See “ Note 11 – Investments in Unconsolidated Affiliates ” for additional information. Self-Insurance Accruals The Company is primarily self-insured for workers’ compensation claims and benefits paid under certain employee health care programs. Accruals are primarily based on estimated undiscounted cost of claims, which includes incurred but not reported claims, and are classified as accrued wages and other employee costs. Pension Benefit Plans The Company sponsors several qualified and nonqualified pension benefit plans in certain foreign locations. The Company recognizes the overfunded or underfunded status of the plans as an asset or liability in the Consolidated Balance Sheets with changes in the funded status recorded through comprehensive income in the year in which those changes occur. The obligations for these plans are determined by actuaries and affected by the assumptions, including discount rates, expected long-term return on plan assets for defined benefit pension plans, and certain employee-related factors, such as retirement age and mortality. The Company evaluates its assumptions periodically and makes adjustments as necessary. The expected return on plan assets is determined using the market value of plan assets. Differences between assumed and actual returns are amortized to the market value of assets on a straight-line basis over the average remaining service period of the plan participants using the corridor approach. The corridor approach defers all actuarial gains and losses resulting from variances between actual results and actuarial assumptions. These unrecognized gains and losses are amortized when the net gains and losses exceed 10 percent of the greater of the market value of the plan assets or the projected benefit obligation. The amount in excess of the corridor is amortized over the average remaining service period of the plan participants. For 2022, the average remaining service period for the pension plans was 11.5 years. We determine the discount rate (which is required to be the rate at which the projected benefit obligation could be effectively settled as of the measurement date) with the assistance of actuaries, who calculate the yield available on high quality corporate bonds of a term that reflects the maturity and duration of expected benefit payments. See “ Note 13 – Benefit Plans ” for additional information. Environmental Reserves and Environmental Expenses The Company recognizes an environmental liability when it is probable the liability exists and the amount is reasonably estimable. The Company estimates the duration and extent of its remediation obligations based upon reports of outside consultants, internal and third party estimates and analyses of cleanup costs and ongoing monitoring costs, communications with regulatory agencies, and changes in environmental law. If the Company were to determine that its estimates of the duration or extent of its environmental obligations were no longer accurate, it would adjust environmental liabilities accordingly in the period that such determination is made. Estimated future expenditures for environmental remediation are not discounted to their present value. Environmental expenses that relate to ongoing operations are included as a component of cost of goods sold. Environmental expenses related to non-operating properties Note 14 – Commitments and Contingencies ” for additional information. Earnings Per Share Basic earnings per share is computed based on the weighted average number of common shares outstanding. Diluted earnings per share reflects the increase in weighted average common shares outstanding that would result from the assumed exercise of outstanding stock options and vesting of restricted stock awards calculated using the treasury stock method. Income Taxes Deferred income tax assets and liabilities are recognized when differences arise between the treatment of certain items for financial statement and tax purposes. Realization of certain components of deferred tax assets is dependent upon the occurrence of future events. The Company records valuation allowances to reduce its deferred tax assets to the amount it believes is more likely than not to be realized. These valuation allowances can be impacted by changes in tax laws, changes to statutory tax rates, and future taxable income levels and are based on the Company’s judgment, estimates, and assumptions regarding those future events. In the event the Company was to determine that it would not be able to realize all or a portion of the net deferred tax assets in the future, it would increase the valuation allowance through a charge to income tax expense in the period that such determination is made. Conversely, if it was to determine that it would be able to realize its deferred tax assets in the future, in excess of the net carrying amounts, the Company would decrease the recorded valuation allowance through a decrease to income tax expense in the period that such determination is made. The Company provides for uncertain tax positions and the related interest and penalties, if any, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Tax benefits for uncertain tax positions that are recognized in the financial statements are measured as the largest amount of benefit, determined on a cumulative probability basis, that is more likely than not to be realized upon ultimate settlement. To the extent the Company prevails in matters for which a liability for an uncertain tax position is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. These estimates are highly subjective and could be affected by changes in business conditions and other factors. Changes in any of these factors could have a material impact on future income tax expense. See “ Note 15 – Income Taxes ” for additional information. Taxes Collected from Customers and Remitted to Governmental Authorities Taxes assessed by a governmental authority that are directly imposed on a revenue producing transaction between the Company and its customers, primarily value added taxes in foreign jurisdictions, are accounted for on a net (excluded from revenues and costs) basis. Stock-Based Compensation The Company has in effect stock incentive plans under which stock-based awards have been granted to certain employees and members of its Board of Directors. Stock-based compensation expense is recognized in the Consolidated Statements of Income as a component of selling, general, and administrative expense based on the grant date fair value of the awards. See “ Note 17 – Stock-Based Compensation ” for additional information. Concentrations of Credit and Market Risk Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers comprising the Company’s customer base, and their dispersion across different geographic areas and different industries, including HVAC, plumbing, refrigeration, hardware, automotive, OEMs, and others. The Company minimizes its exposure to base metal price fluctuations through various strategies. Generally, it prices an equivalent amount of copper raw material, under flexible pricing arrangements it maintains with its suppliers, at the time it determines the selling price of finished products to its customers. Derivative Instruments and Hedging Activities The Company’s earnings and cash flows are subject to fluctuations due to changes in commodity prices, foreign currency exchange rates, and interest rates. The Company uses derivative instruments such as commodity futures contracts, foreign currency forward contracts, and interest rate swaps to manage these exposures. All derivatives are recognized in the Consolidated Balance Sheets at their fair value. On the date the derivative contract is entered into, it is either a) designated as a hedge of (i) a forecasted transaction or the variability of cash flow to be paid (cash flow hedge) or (ii) the fair value of a recognized asset or liability (fair value hedge), or b) not designated in a hedge accounting relationship, even though the derivative contract was executed to mitigate an economic exposure (economic hedge), as the Company does not enter into derivative contracts for trading purposes. Changes in the fair value of a derivative that is qualified, designated, and highly effective as a cash flow hedge are recorded in stockholders’ equity within accumulated other comprehensive income (AOCI), to the extent effective, until they are reclassified to earnings in the same period or periods during which the hedged transaction affects earnings. Changes in the fair value of undesignated derivative instruments executed as economic hedges are reported in current earnings. The Company documents all relationships between derivative instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivative instruments that are designated as fair value hedges to specific assets and liabilities in the Consolidated Balance Sheets and linking cash flow hedges to specific forecasted transactions or variability of cash flow. The Company also assesses, both at the hedge’s inception and on an ongoing basis, whether the designated derivative instruments that are used in hedging transactions are highly effective in offsetting changes in cash flow or fair values of hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable of occurring, hedge accounting is discontinued prospectively in accordance with the derecognition criteria for hedge accounting. The Company primarily executes derivative contracts with major financial institutions. These counterparties expose the Company to credit risk in the event of non-performance. The amount of such exposure is limited to the fair value of the contract plus the unpaid portion of amounts due to the Company pursuant to terms of the derivative instruments, if any. If a downgrade in the credit rating of these counterparties occurs, management believes that this exposure is mitigated by provisions in the derivative arrangements which allow for the legal right of offset of any amounts due to the Company from the counterparties with any amounts payable to the counterparties by the Company. As a result, management considers the risk of loss from counterparty default to be minimal. See “ Note 7 – Derivative Instruments and Hedging Activities ” for additional information. Fair Value of Financial Instruments The carrying amounts for cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term maturity of these instruments. The fair value of long-term debt at December 31, 2022 approximates the carrying value on that date. The estimated fair values were determined based on quoted market prices and the current rates offered for debt with similar terms and maturities. The fair value of long-term debt is classified as level 2 within the fair value hierarchy. This classification is defined as a fair value determined using market-based inputs other than quoted prices that are observable for the liability, either directly or indirectly. Foreign Currency Translation For foreign subsidiaries for which the functional currency is not the U.S. dollar, balance sheet accounts are translated at exchange rates in effect at the end of the year and income statement accounts are translated at average exchange rates for the year. Translation gains and losses are included in equity as a component of AOCI. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are recognized in selling, general, and administrative expense in the Consolidated Statements of Income. Included in the Consolidated Statements of Income were net transaction gains of $1.0 million in 2022, losses of $0.6 million in 2021, and losses of $0.5 million in 2020. Use of and Changes in Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States (U.S. GAAP) requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Areas where the nature of the estimate makes it reasonably possible that actual results could materially differ from amounts estimated include but are not limited to: pension and other postretirement benefit plan obligations, tax liabilities, loss contingencies, litigation claims, environmental reserves, and impairment assessments of long-lived assets (including goodwill). Recently Adopted Accounting Standards In January 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2021-01, Reference Rate Reform (Topic 848): An Amendment of the FASB Accounting Standards Codification. The new guidance was issued in response to concerns about structural risks of interbank offered rates, and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR). Regulators in numerous jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The Company adopted the ASU during the first quarter of 2022. The adoption of the ASU did not have a material impact on the Company’s Consolidated Financial Statements. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements: An Amendment of the FASB Accounting Standards Codification . The ASU facilitates updates to the Accounting Standards Codification for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or structure of guidance, and other minor improvements. The Company adopted the ASU during the first quarter of 2021 using a retrospective approach. The adoption of the ASU did not have a material impact on the Company’s Consolidated Financial Statements. In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 . The new guidance addresses accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. The Company adopted the ASU during the first quarter of 2021 using a prospective approach. The adoption of the ASU did not have a material impact on the Company’s Consolidated Financial Statements. Recently Issued Accounting Standards In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The new guidance was issued to clarify existing guidance measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduce new disclosure requirements for applicable equity securities. The ASU is effective for fiscal years beginning after December 15, 2023 for public entities. The updated guidance requires prospective adoption, and early adoption is permitted. The Company does not expect the adoption of the ASU to have a material impact on its Consolidated Financial Statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): An Amendment of the FASB Accounting Standards Codification. The new guidance was issued to improve accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the (i) recognition of an acquired contract liability and (ii) payment terms and their effect on subsequent revenue recognized by the acquirer. The ASU is effective for fiscal years beginning after December 15, 2022 for public entities. The updated guidance requires prospective adoption, and early adoption is permitted. The Company does not expect adoption of the ASU to have a material impact on its Consolidated Financial Statements. |
Acquisitions and Dispositions
Acquisitions and Dispositions | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions and Dispositions | Acquisitions and Dispositions 2021 Acquisitions Mueller Middle East On December 7, 2021, the Company entered into an agreement providing for the purchase of an additional 15 percent equity interest in Mueller Middle East for a total of 55 percent, for approximately $20.0 million. The total purchase price consisted of $15.8 million in cash paid at closing (net of cash acquired), a gain recognized on the settlement of preexisting relationships of $2.6 million, a contingent consideration arrangement of $1.0 million, and the fair value of the Company’s existing investment in the joint venture of $0.7 million. Mueller Middle East, which manufactures copper tube, is headquartered in Bahrain. This business complements the Company’s existing copper tube businesses in the Piping Systems segment. Prior to entering into this agreement, the Company was the technical and marketing lead with a 40 percent ownership in a joint venture with Cayan Ventures and Bahrain Mumtalakat Holding Company and accounted for this investment under the equity method of accounting. The Company began consolidating this business for financial reporting purposes in December 2021. Mueller Middle East manufactures and sells copper coils to certain Mueller subsidiaries. Total sales to Mueller subsidiaries were approximately $48.2 million for the period in 2021 prior to consolidation. H&C Flex On December 20, 2020, the Company entered into an asset purchase agreement with Hart & Cooley LLC. The transaction closed on January 29, 2021, whereby the Company purchased the Hart & Cooley flexible duct business, which included inventory, manufacturing equipment, and related assets for approximately $15.3 million. The total purchase price consisted of $14.0 million in cash paid at closing and a contingent consideration arrangement of $1.3 million, which was paid in Q3 2021. The Company treated this as a business combination. The acquired business, H&C Flex, is a manufacturer and distributor of insulated HVAC flexible duct systems. It is reported within and complements the Company’s existing businesses in the Climate segment. 2020 Acquisitions Kessler On August 3, 2020, the Company entered into an asset purchase agreement with Wieland-Kessler LLC, whereby the Company purchased the Kessler distribution business, which included inventory, manufacturing equipment, and related assets. The total purchase price was $57.2 million in cash paid at closing. The Company treated this as a business combination. The acquired business, Kessler Sales and Distribution, LLC (Kessler), is a distributor of residential and commercial plumbing products. It is reported within and complements the Company’s existing businesses in the Piping Systems segment. Shoals On January 17, 2020, the Company entered into a stock purchase agreement pursuant to which the Company acquired all of the outstanding stock of Shoals Tubular, Inc. (Shoals) for approximately $15.3 million in cash at closing, net of working capital adjustments. Shoals is a manufacturer of brazed manifolds, headers, and distributor assemblies used primarily by manufacturers of residential heating and air conditioning units. The acquired business is reported within and complements the Company’s existing businesses in the Climate segment. This business was sold in Q3 2021. Purchase Price Allocations These acquisitions were accounted for using the acquisition method of accounting whereby the total purchase price was allocated to tangible and intangible assets acquired and liabilities assumed based on respective fair values. The following table summarizes the allocation of the purchase price to acquire these businesses, which were financed by available cash balances, as well as the assets acquired and liabilities assumed at the respective acquisition dates. During the year, adjustments were made to the Mueller Middle East provisional purchase price allocation resulting in a decrease in goodwill of $11.2 million, a decrease in the noncontrolling interest of $5.6 million, an increase in property, plant, and equipment of $4.2 million, a decrease in liabilities of $0.9 million, and an increase in intangible assets of $0.5 million. The purchase price allocations for all acquisitions have been finalized as of December 31, 2022. (In thousands) Mueller Middle East H&C Flex Kessler Shoals Total consideration $ 20,017 $ 15,279 $ 57,233 $ 15,321 Allocated to: Accounts receivable 10,652 — — 660 Inventories 4,727 4,511 25,106 1,809 Other current assets 1,744 — — 26 Property, plant, and equipment 26,664 10,813 2,211 3,700 Operating lease right-of-use assets 935 — 10,526 — Goodwill 864 — 11,600 (1) 1,870 (1) Intangible assets 452 — 16,600 7,480 Total assets acquired 46,038 15,324 66,043 15,545 Accounts payable 4,593 — — 217 Current portion of operating lease liabilities — — 1,692 — Other current liabilities 10,941 45 — 7 Noncurrent operating lease liabilities — — 7,118 — Other noncurrent liabilities 692 — — — Total liabilities assumed 16,226 45 8,810 224 Noncontrolling interest 9,795 — — — Net assets acquired $ 20,017 $ 15,279 $ 57,233 $ 15,321 (1) Tax-deductible goodwill The following details the total intangible assets identified in the allocation of the purchase price at the respective acquisition dates: (In thousands) Estimated Useful Life Mueller Middle East Kessler Shoals Intangible asset type: Customer relationships 20 years $ 452 $ 12,640 $ 4,290 Non-compete agreements 3-5 years — — 150 Patents and technology 10-15 years — — 2,620 Trade names, licenses, and other 5-10 years — 3,960 420 Total intangible assets $ 452 $ 16,600 $ 7,480 2021 Dispositions Copper Bar On October 25, 2021, the Company sold its Copper Bar business for approximately $10.1 million. This business manufactured copper bar products used primarily by OEMs in the U.S. and was included in the Industrial Metals segment. The carrying value of the assets disposed totaled $3.6 million, consisting primarily of inventories and long-lived assets. As a result of the transaction, the Company recognized a pre-tax gain of $6.5 million on the sale of the business in the Consolidating Financial Statements in 2021. Die-Mold On September 2, 2021, the Company entered into a contribution agreement with a limited liability company in the retail distribution business, pursuant to which the Company exchanged the outstanding common stock of Die-Mold for a 17 percent equity interest in the limited liability company. Die-Mold manufactures PEX and other plumbing-related fittings and plastic injection tooling in Canada and sells these products in Canada and the U.S. and was included in the Piping Systems Segment. Die-Mold reported net sales of $10.9 million and operating income of $2.2 million for the year ended December 25, 2021 compared to net sales of $13.5 million and operating income of $2.3 million in the year ended December 26, 2020. As a result of the transaction, the Company recognized a gain of $4.7 million based on the excess of the fair value of the consideration received (the 17 percent equity interest) over the carrying value of Die-Mold in 2021. The Company utilized a combination of income and market comparable companies approaches using an EBITDA multiple to determine the fair value of the consideration received of $22.8 million, which is recognized within the Investments in unconsolidated affiliates line of the Consolidated Balance Sheet. The excess of the fair value of the deconsolidated subsidiary over its carrying value resulted in the gain. Fabricated Tube Products and Shoals Tubular, Inc. On July 28, 2021, the Company entered into a purchase agreement with J.W. Harris Co., Inc. and Lincoln Electric Holdings, Inc., pursuant to which the Company sold the assets of Fabricated Tube Products (FTP) and all of the outstanding stock of STI for approximately $75.7 million. These businesses manufacture and fabricate valves and assemblies, brazed manifolds, headers, and distributor assemblies used primarily by manufacturers of residential heating and air conditioning units in the U.S. and were included in the Climate segment. They reported combined net sales of $37.0 million and operating income of $5.5 million for the year ended December 25, 2021 compared to combined net sales of $51.5 million and operating income of $6.4 million in the year ended December 26, 2020. The carrying value of the assets disposed totaled $32.7 million, consisting primarily of accounts receivable, inventories, and long-lived assets. The carrying value of the liabilities disposed totaled $3.6 million, consisting primarily of accounts payable. As a result of the transaction, the Company recognized a pre-tax gain of $46.6 million on the sale of these businesses in the Consolidating Financial Statements in 2021. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company’s reportable segments are Piping Systems, Industrial Metals, and Climate. Each of the reportable segments is composed of certain operating segments that are aggregated primarily by the nature of products offered as follows: Piping Systems Piping Systems is composed of the following operating segments: Domestic Piping Systems Group, Great Lakes Copper, Heatlink Group, European Operations, Trading Group, Jungwoo-Mueller (the Company’s South Korean joint venture), and Mueller Middle East (our Bahraini joint venture). The Domestic Piping Systems Group manufactures and distributes copper tube, fittings, and line sets. These products are manufactured in the U.S., sold in the U.S., and exported to markets worldwide. Outside the U.S., Great Lakes Copper manufactures copper tube and line sets in Canada and sells the products primarily in the U.S. and Canada. Heatlink Group produces a complete line of products for PEX plumbing and radiant systems in Canada and sells these products in Canada and the U.S. European Operations manufactures copper tube in the U.K. which is sold primarily in Europe. The Trading Group manufactures pipe nipples and resells brass and plastic plumbing valves, malleable iron fittings, faucets, and plumbing specialty products in the U.S. and Mexico. Jungwoo-Mueller manufactures copper-based joining products that are sold worldwide. Mueller Middle East manufactures copper tube and serves markets in the Middle East and Northern Africa. The Piping Systems segment’s products are sold primarily to plumbing, refrigeration, and air-conditioning wholesalers, hardware wholesalers and co-ops, building product retailers, and air-conditioning OEMs. Beginning in fiscal year 2022, the results of Precision Tube are included in the Industrial Metals segment prospectively as the impact to prior periods was not material. The business was previously reported in the Piping Systems segment. This change was made to reflect the Company’s internal management reporting structure. As disclosed in “ Note 2 – Acquisitions & Dispositions ,” during September 2021 the Company exchanged the outstanding common stock of Die-Mold for an equity interest in a limited liability company in the retail distribution business, resulting in the deconsolidation of Die-Mold and the recognition of a $4.7 million gain. This gain is reported within Corporate and Eliminations. The results of Die-Mold, prior to deconsolidation, were included within the Piping Systems segment. During 2020, the segment recognized fixed asset impairment charges for certain manufacturing equipment of $3.8 million. Industrial Metals Industrial Metals is composed of the following operating segments: Brass Rod, Impacts & Micro Gauge, Brass Value-Added Products, and Precision Tube. These businesses manufacture brass rod, impact extrusions and forgings, specialty copper, copper alloy, and aluminum tube, as well as a wide variety of end products including plumbing brass, automotive components, valves, fittings, and gas assemblies. These products are manufactured in the U.S. and sold primarily to OEMs in the U.S., many of which are in the industrial, transportation, construction, heating, ventilation, and air-conditioning, plumbing, refrigeration, and energy markets. During 2021, the segment recognized a gain of $6.5 million on the sale of the Copper Bar business. Climate Climate is composed of the following operating segments: Refrigeration Products, Westermeyer, Turbotec, Flex Duct, and Linesets, Inc. These domestic businesses manufacture and fabricate valves, assemblies, high pressure components, coaxial heat exchangers, insulated HVAC flexible duct systems, line sets, brazed manifolds, headers, and distributor assemblies primarily for the heating, ventilation, air-conditioning, and refrigeration markets in the U.S. As disclosed in “ Note 2 – Acquisitions & Dispositions ,” during July 2021 the Company sold the assets of FTP and all of the outstanding stock of STI, resulting in a gain of $46.6 million. This gain is reported within Corporate and Eliminations. The results of FTP and STI, prior to the sale, were included within the Climate segment. During 2021, the segment recognized impairment charges on goodwill and long-lived assets of $2.8 million. Performance of segments is generally evaluated by their operating income. Summarized product line, geographic, and segment information is shown in the following tables. Geographic sales data indicates the location from which products are shipped. Unallocated expenses include general corporate expenses, plus certain charges or credits not included in segment activity. During 2022, 2021, and 2020, no single customer exceeded 10 percent of worldwide sales. The following tables represent a disaggregation of revenue from contracts with customers, along with the reportable segment for each category: For the Year Ended December 31, 2022 (In thousands) Piping Systems Industrial Metals Climate Total Tube and fittings $ 2,211,963 $ — $ — $ 2,211,963 Brass rod and forgings — 510,865 — 510,865 OEM components and valves — 74,647 121,004 195,651 Valves and plumbing specialties 518,121 — — 518,121 Flex duct and other HVAC components — — 529,303 529,303 Other — 59,177 — 59,177 $ 2,730,084 $ 644,689 $ 650,307 $ 4,025,080 Intersegment sales (42,625) Net sales $ 3,982,455 For the Year Ended December 25, 2021 (In thousands) Piping Systems Industrial Metals Climate Total Tube and fittings $ 2,055,639 $ — $ — $ 2,055,639 Brass rod and forgings — 565,870 — 565,870 OEM components, tube & assemblies 32,557 48,572 137,564 218,693 Valves and plumbing specialties 511,834 — — 511,834 Flex duct and other HVAC components — — 357,850 357,850 Other — 88,921 — 88,921 $ 2,600,030 $ 703,363 $ 495,414 $ 3,798,807 Intersegment sales (29,462) Net sales $ 3,769,345 Disaggregation of revenue from contracts with customers (continued): For the Year Ended December 26, 2020 (In thousands) Piping Systems Industrial Metals Climate Total Tube and fittings $ 1,232,724 $ — $ — $ 1,232,724 Brass rod and forgings — 356,547 — 356,547 OEM components, tube & assemblies 56,176 42,127 138,551 236,854 Valves and plumbing specialties 294,102 — — 294,102 Flex duct and other HVAC components — — 231,580 231,580 Other — 73,485 — 73,485 $ 1,583,002 $ 472,159 $ 370,131 $ 2,425,292 Intersegment sales (27,249) Net sales $ 2,398,043 Summarized segment information is as follows: For the Year Ended December 31, 2022 (In thousands) Piping Systems Industrial Metals Climate Corporate and Eliminations Total Net sales $ 2,730,084 $ 644,689 $ 650,307 $ (42,625) $ 3,982,455 Cost of goods sold 1,943,174 543,004 416,953 (38,269) 2,864,862 Depreciation and amortization 22,193 7,647 9,174 4,717 43,731 Selling, general, and administrative expense 93,655 11,574 36,113 61,744 203,086 Gain on sale of assets — — — (6,373) (6,373) Operating income 671,062 82,464 188,067 (64,444) 877,149 Interest expense (810) Pension plan termination expense (13,100) Environmental expense (1,298) Other income, net 14,090 Income before income taxes $ 876,031 Segment information (continued): For the Year Ended December 25, 2021 (In thousands) Piping Systems Industrial Metals Climate Corporate and Eliminations Total Net sales $ 2,600,030 $ 703,363 $ 495,414 $ (29,462) $ 3,769,345 Cost of goods sold 1,996,610 605,715 367,343 (30,679) 2,938,989 Depreciation and amortization 23,384 6,929 10,379 4,698 45,390 Selling, general, and administrative expense 93,749 11,698 29,327 49,278 184,052 Gain on sale of businesses — (6,454) — (51,306) (57,760) Impairment charges — — 2,829 — 2,829 Operating income 486,287 85,475 85,536 (1,453) 655,845 Interest expense (7,709) Redemption premium (5,674) Environmental expense (5,053) Other income, net 3,730 Income before income taxes $ 641,139 For the Year Ended December 26, 2020 (In thousands) Piping Systems Industrial Metals Climate Corporate and Eliminations Total Net sales $ 1,583,002 $ 472,159 $ 370,131 $ (27,249) $ 2,398,043 Cost of goods sold 1,311,697 398,000 276,274 (19,810) 1,966,161 Depreciation and amortization 23,071 7,528 10,249 3,995 44,843 Selling, general, and administrative expense 78,744 12,566 26,806 41,367 159,483 Litigation settlement, net — — — (22,053) (22,053) Impairment charges 3,771 — — — 3,771 Operating income 165,719 54,065 56,802 (30,748) 245,838 Interest expense (19,247) Pension plan termination expense (17,835) Environmental expense (4,454) Other income, net 4,887 Income before income taxes $ 209,189 Summarized geographic information is as follows: (In thousands) 2022 2021 2020 Net sales: United States $ 2,965,053 $ 2,791,571 $ 1,765,810 United Kingdom 297,582 330,908 207,754 Canada 410,679 469,652 293,776 Asia and the Middle East 217,750 83,217 58,256 Mexico 91,391 93,997 72,447 $ 3,982,455 $ 3,769,345 $ 2,398,043 Long-lived assets: 2022 2021 2020 United States $ 266,571 $ 272,903 $ 289,508 United Kingdom 36,474 36,529 30,872 Canada 23,354 26,422 29,582 Asia and the Middle East 51,193 48,742 26,107 Mexico 2,358 966 503 $ 379,950 $ 385,562 $ 376,572 (In thousands) 2022 2021 2020 Expenditures for long-lived assets (including those resulting from business acquisitions): Piping Systems $ 20,694 $ 43,429 $ 39,209 Industrial Metals 6,905 5,744 5,968 Climate 2,611 12,428 5,521 General Corporate 7,429 3,521 448 $ 37,639 $ 65,122 $ 51,146 Segment assets: Piping Systems $ 1,088,940 $ 1,160,272 $ 977,937 Industrial Metals 160,702 173,290 152,683 Climate 279,940 250,107 258,668 General Corporate 712,817 145,267 139,280 $ 2,242,399 $ 1,728,936 $ 1,528,568 |
Cash, Cash Equivalents, and Res
Cash, Cash Equivalents, and Restricted Cash | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, and Restricted Cash (In thousands) 2022 2021 Cash & cash equivalents $ 461,018 $ 87,924 Restricted cash included within other current assets 4,176 2,349 Restricted cash included within other assets 102 103 Total cash, cash equivalents, and restricted cash $ 465,296 $ 90,376 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories (In thousands) 2022 2021 Raw materials and supplies $ 133,189 $ 130,133 Work-in-process 64,177 64,989 Finished goods 265,842 245,226 Valuation reserves (14,289) (10,104) Inventories $ 448,919 $ 430,244 Inventories valued using the LIFO method totaled $16.5 million at December 31, 2022 and $18.5 million at December 25, 2021. At December 31, 2022 and December 25, 2021, the approximate FIFO cost of such inventories was $117.3 million and $140.4 million, respectively. Additionally, the Company values certain inventories on an average cost basis. At the end of 2022 and 2021, the FIFO value of inventory consigned to others was $14.3 million and $11.0 million, respectively. |
Consolidated Financial Statemen
Consolidated Financial Statement Details | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidated Financial Statement Details | Consolidated Financial Statement Details Other Current Liabilities Included in other current liabilities Other Income, Net (In thousands) 2022 2021 2020 Net periodic benefit income $ 3,168 $ 1,903 $ 3,013 Interest income 6,457 353 1,101 Gain on sale of securities 2,918 — — Other 1,547 1,474 773 Other income, net $ 14,090 $ 3,730 $ 4,887 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging ActivitiesThe Company’s earnings and cash flows are subject to fluctuations due to changes in commodity prices, foreign currency exchange rates, and interest rates. The Company uses derivative instruments such as commodity futures contracts, foreign currency forward contracts, and interest rate swaps to manage these exposures. Commodity Futures Contracts Copper and brass represent the largest component of the Company’s variable costs of production. The cost of these materials is subject to global market fluctuations caused by factors beyond the Company’s control. The Company occasionally enters into forward fixed-price arrangements with certain customers; the risk of these arrangements is generally managed with commodity futures contracts. These futures contracts have been designated as cash flow hedges. At December 31, 2022, the Company held open futures contracts to purchase approximately $91.8 million of copper over the next nine The Company may also enter into futures contracts to protect the value of inventory against market fluctuations. At December 31, 2022, the Company held open futures contracts to sell approximately $10.7 million of copper over the next five months related to copper inventory. The fair value of those futures contracts was a $0.4 million net gain position, which was determined by obtaining quoted market prices (level 1 within the fair value hierarchy). The Company presents its derivative assets and liabilities in the Consolidated Balance Sheets on a net basis by counterparty. The following table summarizes the location and fair value of the derivative instruments and disaggregates the net derivative assets and liabilities into gross components on a contract-by-contract basis: Asset Derivatives Liability Derivatives Fair Value Fair Value (In thousands) Balance Sheet Location 2022 2021 Balance Sheet Location 2022 2021 Commodity contracts - gains Other current assets $ 3,746 $ 1,150 Other current liabilities $ — $ — Commodity contracts - losses Other current assets (1,483) (46) Other current liabilities — (353) Total derivatives (1) $ 2,263 $ 1,104 $ — $ (353) (1) Does not include the impact of cash collateral provided to counterparties . The following table summarizes the effects of derivative instruments on the Consolidated Statements of Income: (In thousands) Location 2022 2021 Undesignated derivatives: Gain on commodity contracts (nonqualifying) Cost of goods sold $ 20,659 $ 217 The following tables summarize amounts recognized in and reclassified from AOCI during the period: Year Ended December 31, 2022 (In thousands) (Loss) Gain Recognized in AOCI (Effective Portion), Net of Tax Classification Gains (Losses) Loss Reclassified from AOCI (Effective Portion), Net of Tax Cash flow hedges: Commodity contracts $ (7,066) Cost of goods sold $ 7,666 Other 83 Other — Total $ (6,983) Total $ 7,666 Year Ended December 25, 2021 (In thousands) Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax Classification Gains (Losses) Gain Reclassified from AOCI (Effective Portion), Net of Tax Cash flow hedges: Commodity contracts $ 2,389 Cost of goods sold $ (2,542) Other (28) Other — Total $ 2,361 Total $ (2,542) The Company primarily enters into International Swaps and Derivatives Association master netting agreements with major financial institutions that permit the net settlement of amounts owed under their respective derivative contracts. Under these master netting agreements, net settlement generally permits the Company or the counterparty to determine the net amount payable for contracts due on the same date and in the same currency for similar types of derivative transactions. The master netting agreements generally also provide for net settlement of all outstanding contracts with the counterparty in the case of an event of default or a termination event. The Company does not offset fair value amounts for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral. At December 31, 2022 and December 25, 2021, the Company had recorded restricted cash in other current assets of $4.0 million and $2.0 million, respectively, as collateral related to open derivative contracts under the master netting arrangements. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Leases | Leases The Company leases certain facilities, vehicles, and equipment which expire on various dates through 2041. The following table includes supplemental information with regards to the Company’s operating leases: (In thousands, except lease term and discount rate) December 31, 2022 December 25, 2021 Operating lease right-of-use assets $ 22,892 $ 23,510 Current portion of operating lease liabilities 4,942 6,015 Noncurrent operating lease liabilities 16,880 17,099 Total operating lease liabilities $ 21,822 $ 23,114 Weighted average discount rate 3.35 % 3.67 % Weighted average remaining lease term (in years) 6.03 5.51 Some of the Company’s leases include variable lease costs such as taxes, insurance, etc. These costs are immaterial for disclosure. The following table presents certain information related to operating lease costs and cash paid during the period: For the Year Ended (In thousands) December 31, 2022 December 25, 2021 Operating lease costs $ 8,220 $ 8,365 Short term lease costs 4,086 4,607 Total lease costs $ 12,306 $ 12,972 Cash paid for amounts included in the measurement of lease liabilities $ 7,787 $ 7,869 Maturities of the Company’s operating leases are as follows: (In thousands) Amount 2023 $ 5,574 2024 4,130 2025 3,281 2026 3,111 2027 2,801 2028 and thereafter 5,569 Total lease payments 24,466 Less imputed interest (2,644) Total lease obligations 21,822 Less current obligations (4,942) Noncurrent lease obligations $ 16,880 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, Net | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment, Net | Property, Plant, and Equipment, Net (In thousands) 2022 2021 Land and land improvements $ 32,707 $ 34,050 Buildings 234,480 238,033 Machinery and equipment 653,997 657,673 Construction in progress 54,748 34,311 975,932 964,067 Less accumulated depreciation (595,982) (578,505) Property, plant, and equipment, net $ 379,950 $ 385,562 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill The changes in the carrying amount of goodwill by segment were as follows: (In thousands) Piping Systems Industrial Metals Climate Total Goodwill $ 184,699 $ 8,854 $ 23,616 $ 217,169 Accumulated impairment charges (40,552) (8,853) — (49,405) Balance at December 26, 2020: 144,147 1 23,616 167,764 Additions 12,098 — — 12,098 Reductions (1) (4,402) — (1,964) (6,366) Impairment charges $ — $ — $ (2,087) $ (2,087) Currency translation (79) — — (79) Balance at December 25, 2021: 151,764 1 19,565 171,330 Reductions (2) (11,216) — — (11,216) Currency translation (2,526) — — (2,526) Balance at December 31, 2022: Goodwill 178,574 8,854 19,565 206,993 Accumulated impairment charges (40,552) (8,853) — (49,405) Goodwill, net $ 138,022 $ 1 $ 19,565 $ 157,588 (1) Includes disposals of Die-Mold and STI businesses. (2) Includes finalization of the purchase price allocation adjustment for Mueller Middle East of $11.2 million. Reporting units with recorded goodwill include Domestic Piping Systems Group, B&K LLC, Great Lakes, Heatlink Group, European Operations, Jungwoo-Mueller, Mueller Middle East, Westermeyer, and Flex Duct . Several factors give rise to goodwill in the Company’s acquisitions, such as the expected benefit from synergies of the combination and the existing workforce of the acquired businesses. With the exception of the Turbotec reporting unit, there were no impairment charges resulting from the 2022, 2021, or 2020 annual impairment tests as the estimated fair value of each of the reporting units exceeded its carrying value. During the third quarter of 2021, the Company recognized an impairment charge of $2.1 million related to Turbotec, reported within the Climate segment. Other Intangible Assets The carrying amount of intangible assets at December 31, 2022 was as follows: (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 53,156 $ (15,658) $ 37,498 Non-compete agreements 2,333 (2,333) — Patents and technology 18,032 (7,570) 10,462 Trade names and licenses 13,374 (6,697) 6,677 Other 1,676 (1,528) 148 Other intangible assets $ 88,571 $ (33,786) $ 54,785 The carrying amount of intangible assets at December 25, 2021 was as follows: (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 55,108 $ (13,803) $ 41,305 Non-compete agreements 2,474 (2,458) 16 Patents and technology 18,396 (6,501) 11,895 Trade names and licenses 13,654 (5,598) 8,056 Other 1,676 (1,234) 442 Other intangible assets $ 91,308 $ (29,594) $ 61,714 Amortization expense for intangible assets was $5.6 million in 2022, $6.3 million in 2021, and $6.1 million in 2020. Future amortization expense is estimated as follows: (In thousands) Amount 2023 $ 5,145 2024 4,930 2025 4,808 2026 4,663 2027 4,662 Thereafter 30,577 Expected amortization expense $ 54,785 |
Investment in Unconsolidated Af
Investment in Unconsolidated Affiliates | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Affiliates | Investments in Unconsolidated Affiliates Tecumseh The Company owns a 50 percent interest in an unconsolidated affiliate that acquired Tecumseh and an entity that provides financing to Tecumseh. Tecumseh is a global manufacturer of hermetically sealed compressors for residential and specialty air conditioning, household refrigerators and freezers, and commercial refrigeration applications, including air conditioning and refrigeration compressors, as well as condensing units, heat pumps, and complete refrigeration systems. The following tables present summarized financial information derived from the Company’s equity method investee’s consolidated financial statements, which are prepared in accordance with U.S. GAAP. (In thousands) 2022 2021 Current assets $ 248,808 $ 214,550 Noncurrent assets 77,395 76,406 Current liabilities 190,746 169,155 Noncurrent liabilities 43,003 46,059 Net sales $ 520,950 $ 452,917 Gross profit 98,441 57,028 Net income (loss) 10,338 (3,330) The Company’s income ( loss) from unconsolidated affiliates, net of foreign tax, for 2022 and 2021 included net gains of $5.2 million and net losses of $1.7 million, respectively, for Tecumseh. Retail Distribution On September 2, 2021, the Company acquired a 17 percent noncontrolling equity interest in a limited liability company in the retail distribution business by contributing the outstanding common stock of Die-Mold in exchange for the equity method interest. The Company’s income ( loss) from unconsolidated affiliates, net of foreign tax, for 2022 and 2021 included net gains of $4.9 million and $0.8 million, respectively, for the retail distribution business. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt Credit Agreement On March 31, 2021, the Company entered into a Credit Agreement to replace its prior credit agreement that would have matured on December 6, 2021. The Company’s total borrowing capacity under the Credit Agreement is $500.0 million. The Credit Agreement provides for an unsecured $400.0 million revolving credit facility, which matures on March 31, 2026, and a term loan facility of $100.0 million, with an original maturity date of March 31, 2022. The term loan was fully repaid in 2021, reducing the total borrowing capacity under the Credit Agreement to $400.0 million. There were no borrowings outstanding under the Credit Agreement as of December 31, 2022 or December 25, 2021. Borrowings under the Revolving Credit Facility bear interest, at the Company’s option, at the Eurocurrency Rate which is determined by the underlying currency of the Credit Extension or the Base Rate as defined by the Credit Agreement, plus a variable premium. Advances may be based upon the one, three, or six-month interest period. The variable premium is based upon the Company’s debt to total capitalization ratio, and can range from 112.5 to 162.5 basis points for Eurocurrency Rate loans and 12.5 to 62.5 basis points for Base Rate loans. At December 31, 2022, the premium was 112.5 basis points for Eurocurrency Rate loans and 12.5 basis points for Base Rate loans. Additionally, a commitment fee is payable quarterly on the total commitment less any outstanding loans or issued letters of credit, and varies from 15.0 to 30.0 basis points based upon the Company’s debt to total capitalization ratio. Availability of funds under the Revolving Credit Facility is reduced by the amount of certain outstanding letters of credit, which are used to secure the Company’s payment of insurance deductibles, certain retiree health benefits, and other corporate obligations, totaling approximately $33.1 million at December 31, 2022. Terms of the letters of credit are generally renewable annually. Subordinated Debentures During the first quarter of 2021, the Company announced the redemption of its Subordinated Debentures due 2027. The full redemption of outstanding debentures occurred on April 15, 2021 for a total of $291.4 million in principal plus accrued interest and a redemption premium of $5.7 million that was expensed during the second quarter. Jungwoo-Mueller Jungwoo-Mueller has several secured revolving credit arrangements with a total borrowing capacity of KRW 20.0 billion (or approximately $15.0 million). Borrowings are secured by the real property and equipment of Jungwoo-Mueller. Covenants contained in the Company’s financing obligations require, among other things, the maintenance of minimum levels of tangible net worth and the satisfaction of certain minimum financial ratios. At December 31, 2022, the Company was in compliance with all debt covenants. Aggregate annual maturities of the Company’s debt are as follows: (In thousands) Amount 2023 $ 811 2024 222 2025 204 2026 — 2027 — Thereafter 1,500 Long-term debt $ 2,737 Net interest expense consisted of the following: (In thousands) 2022 2021 2020 Interest expense $ 810 $ 8,096 $ 19,510 Capitalized interest — (387) (263) $ 810 $ 7,709 $ 19,247 There was no interest paid in 2022. Interest paid in 2021 and 2020 was $13.9 million and $19.8 million, respectively. |
Benefit Plans
Benefit Plans | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Benefit Plans | Benefit Plans Pension and Other Postretirement Plans The Company sponsors several qualified and nonqualified pension plans and other postretirement benefit plans for certain employees. The information disclosed below does not include the pension plan in South Korea, as it it immaterial to the Company’s Consolidated Financial Statements. The following tables provide a reconciliation of the changes in the most significant plans’ benefit obligations and the fair value of the plans’ assets for 2022 and 2021, and a statement of the plans’ aggregate funded status: Pension Benefits Other Benefits (In thousands) 2022 2021 2022 2021 Change in benefit obligation: Obligation at beginning of year $ 84,283 $ 90,809 $ 11,825 $ 12,782 Service cost — — 291 258 Interest cost 1,450 1,272 346 281 Actuarial gain (24,154) (4,062) (2,604) (812) Benefit payments (2,512) (2,832) (547) (634) Foreign currency translation adjustment (8,306) (904) (71) (50) Obligation at end of year 50,761 84,283 9,240 11,825 Change in fair value of plan assets: Fair value of plan assets at beginning of year 79,478 78,480 — — Actual return on plan assets (6,371) 4,791 — — Employer contributions — — 547 634 Benefit payments (2,512) (2,832) (547) (634) Foreign currency translation adjustment (8,297) (961) — — Fair value of plan assets at end of year 62,298 79,478 — — Funded (underfunded) status at end of year $ 11,537 $ (4,805) $ (9,240) $ (11,825) The following represents amounts recognized in AOCI (before the effect of income taxes): Pension Benefits Other Benefits (In thousands) 2022 2021 2022 2021 Unrecognized net actuarial loss (gain) $ 2,870 $ 19,629 $ (4,149) $ (1,893) Unrecognized prior service credit — — (19) (1,930) As of December 31, 2022, $0.5 million of the actuarial net loss and the remainder of the prior service credit will, through amortization, be recognized as components of net periodic benefit cost in 2023. The aggregate status of all overfunded plans is recognized as an asset and the aggregate status of all underfunded plans is recognized as a liability in the Consolidated Balance Sheets. The amounts recognized as a liability are classified as current or long-term on a plan-by-plan basis. Liabilities are classified as current to the extent the actuarial present value of benefits payable within the next 12 months exceeds the fair value of plan assets, with all remaining amounts classified as long-term. As of December 31, 2022 and December 25, 2021, the total funded status of the plans recognized in the Consolidated Balance Sheets was as follows: Pension Benefits Other Benefits (In thousands) 2022 2021 2022 2021 Long-term asset $ 11,537 $ — $ — $ — Current liability $ — $ — $ (1,068) $ (962) Long-term liability — (4,805) (8,172) (10,863) Total (underfunded) funded status $ 11,537 $ (4,805) $ (9,240) $ (11,825) The components of net periodic benefit cost (income) are as follows: (In thousands) 2022 2021 2020 Pension benefits: Interest cost $ 1,450 $ 1,272 $ 3,260 Expected return on plan assets (3,568) (3,671) (5,704) Amortization of net loss 897 1,536 2,305 Settlement charge — — 11,642 Net periodic benefit (income) cost $ (1,221) $ (863) $ 11,503 Other benefits: Service cost $ 291 $ 258 $ 212 Interest cost 346 281 430 Amortization of prior service credit (198) (470) (519) Amortization of net gain (220) (103) (193) Curtailment gain (1,756) — (2,591) Net periodic benefit income $ (1,537) $ (34) $ (2,661) During 2022 and 2020, the Company recognized curtailment gains of $1.8 million and $2.6 million, respectively, related to one of its postretirement benefit plans. The components of net periodic benefit cost (income) other than the service cost component are included in other income, net in the Consolidated Statements of Income. The weighted average assumptions used in the measurement of the Company’s benefit obligations are as follows: Pension Benefits Other Benefits 2022 2021 2022 2021 Discount rate 4.80 % 1.90 % 6.08 % 3.73 % Expected long-term return on plan assets 5.51 % 4.96 % N/A N/A Rate of compensation increases N/A N/A 5.00 % 5.00 % Rate of inflation 3.30 % 3.70 % N/A N/A The weighted average assumptions used in the measurement of the Company’s net periodic benefit cost are as follows: Pension Benefits Other Benefits 2022 2021 2020 2022 2021 2020 Discount rate 1.90 % 1.40 % 1.93 % 3.73 % 2.92 % 3.70 % Expected long-term return on plan assets 4.96 % 4.69 % 3.84 % N/A N/A N/A Rate of compensation increases N/A N/A N/A 5.00 % 5.00 % 5.00 % Rate of inflation 3.70 % 3.20 % 3.20 % N/A N/A N/A The Company’s Mexican postretirement plans use the rate of compensation increase in the benefit formulas. Past service in the U.K. pension plan will be adjusted for the effects of inflation. All other pension and postretirement plans use benefit formulas based on length of service. The annual assumed rate of increase in the per capita cost of covered benefits (i.e., health care cost trend rate) is assumed to range from 4.7 to 7.2 percent for 2023, gradually decrease to 4.1 percent through 2040, and remain at that level thereafter. The health care cost trend rate assumption does not have a significant effect on the amounts reported. Pension Assets The weighted average asset allocation of the Company’s pension fund assets are as follows: Pension Plan Assets Asset category 2022 2021 Equity securities (includes equity mutual funds) 67 % 66 % Multi-asset securities 22 24 Cash and equivalents (includes money market funds) 1 — Alternative investments 10 10 Total 100 % 100 % At December 31, 2022, the long-term target allocation, by asset category, of assets of the Company’s defined benefit pension plans was: (i) equity securities and multi-asset securities, including equity index funds – not less than 70 percent; and (ii) alternative investments – not more than 10 percent. The pension plan obligations are long-term and, accordingly, the plan assets are invested for the long-term. Plan assets are monitored periodically. Based upon results, investment managers and/or asset classes are redeployed when considered necessary. None of the plans’ assets are expected to be returned to the Company during the next fiscal year. The assets of the plans do not include investments in securities issued by the Company. The estimated rates of return on plan assets are the expected future long-term rates of earnings on plan assets and are forward-looking assumptions that materially affect pension cost. Establishing the expected future rates of return on pension assets is a judgmental matter. The Company reviews the expected long-term rates of return on an annual basis and revises as appropriate. The expected long-term rate of return on plan assets was 5.51 percent for 2022 and 4.96 percent in 2021. The Company’s investments for its pension plans are reported at fair value. The following methods and assumptions were used to estimate the fair value of the Company’s plan asset investments: Cash and money market funds – Valued at cost, which approximates fair value. Mutual funds – Valued at the net asset value of shares held by the plans at December 31, 2022 and December 25, 2021, respectively, based upon quoted market prices. Limited partnerships – Limited partnerships comprise a diversified portfolio of real estate investments which are classified as Level 3 due to a lack of observable inputs existing at the measurement date. Accordingly, the estimated fair values may differ significantly from the values that would have been used had a ready market existed for these investments. Limited partnership investments are recorded at estimated fair value based on financial information received from the investment manager. The investment manager determines fair value based upon, among other things, property valuations received from valuation specialists at regular intervals. The following table sets forth by level, within the fair value hierarchy, the assets of the plans at fair value: Fair Value Measurements at December 31, 2022 (In thousands) Level 1 Level 2 Level 3 Total Cash and money market funds $ 829 $ — $ — $ 829 Mutual funds (1) — 55,441 — 55,441 Limited partnerships — — 6,028 6,028 Total $ 829 $ 55,441 $ 6,028 $ 62,298 Fair Value Measurements at December 25, 2021 (In thousands) Level 1 Level 2 Level 3 Total Cash and money market funds $ 292 $ — $ — $ 292 Mutual funds (2) — 71,465 — 71,465 Limited partnerships — — 7,721 7,721 Total $ 292 $ 71,465 $ 7,721 $ 79,478 (1) Approximately 78 percent of mutual funds are actively managed funds and approximately 22 percent of mutual funds are index funds. Additionally, 24 percent of the mutual funds’ assets are invested in non-U.S. multi-asset securities and 76 percent in non-U.S. equities. (2) Approximately 78 percent of mutual funds are actively managed funds and approximately 22 percent of mutual funds are index funds. Additionally, 27 percent of the mutual funds’ assets are invested in non-U.S. multi-asset securities and 73 percent in non-U.S. equities. The table below reflects the changes in the assets of the plan measured at fair value on a recurring basis using significant unobservable inputs (level 3 of fair value hierarchy) during the year ended December 31, 2022: (In thousands) Limited Partnerships Balance, December 25, 2021 $ 7,721 Net depreciation in fair value (1,693) Balance, December 31, 2022 $ 6,028 Contributions and Benefit Payments The Company does not expect to contribute to the U.K. pension plan, other than to reimburse expenses, and expects to contribute $1.1 million to its other postretirement benefit plans in 2023. The Company expects future benefits to be paid from the plans as follows: (In thousands) Pension Benefits Other Benefits 2023 $ 2,525 $ 1,067 2024 2,616 862 2025 2,710 1,001 2026 2,807 1,014 2027 2,908 834 2028-2032 16,180 4,097 Total $ 29,746 $ 8,875 Multiemployer Plan The Company contributes to the IAM National Pension Fund, National Pension Plan (IAM Plan), a multiemployer defined benefit plan. Participation in the IAM Plan was negotiated under the terms of two collective bargaining agreements in Port Huron, Michigan, the Local 218 IAM and Local 44 UAW that expire on May 3, 2026 and May 4, 2025, respectively. The Employer Identification Number for this plan is 51-6031295. The risks of participating in multiemployer plans are different from single-employer plans in the following aspects: (i) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers; (ii) if a participating employer stops contributing to the plan, the underfunded obligations of the plan may be borne by the remaining participating employers; (iii) if the Company chooses to stop participating in the plan, the Company may be required to pay the plan an amount based on the underfunded status of the plan, referred to as a withdrawal liability. The Company makes contributions to the IAM Plan trusts that cover certain union employees; contributions by employees are not permitted. Contributions to the IAM Plan were approximately $1.4 million in 2022, $1.3 million in 2021, and $1.2 million in 2020. The Company’s contributions are less than five percent of total employer contributions made to the IAM Plan indicated in the most recently filed Form 5500. Under the Pension Protection Act of 2006, the IAM Plan’s actuary must certify the plan’s zone status annually. Plans in the red zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. If a plan is determined to be in endangered status, red zone or yellow zone, the plan’s trustees must develop a formal plan of corrective action, a Financial Improvement Plan and/or a Rehabilitation Plan. For 2022 and 2021 the IAM Plan was well funded over 80 percent; but remained in the red zone due to the trustees’ election to voluntarily place the fund in critical status in 2019 to strengthen its funding position. The fund has remained in critical status since that election and is not projected to emerge from critical status in the upcoming year. The plan seeks to strengthen its financial health by reducing and eliminating most adjustable benefits as allowed by federal law. As of December 31, 2022, the Company withdrew from the IAM Plan and recognized $13.1 million in related expenses, which represents the Company’s best estimate of probable loss for the related withdrawal liability. 401(k) Plans The Company sponsors voluntary employee savings plans that qualify under Section 401(k) of the Internal Revenue Code of 1986. Compensation expense for the Company’s matching contribution to the 401(k) plans was $4.9 million in 2022, $4.5 million in 2021, and $4.0 million in 2020. The Company match is a cash contribution. Participants direct the investment of their account balances by allocating among a range of asset classes including mutual funds (equity, fixed income, and balanced funds) and money market funds. The plans do not allow direct investment in securities issued by the Company. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Environmental The Company is subject to federal, state, local, and foreign environmental laws and regulations. For all properties, the Company has provided and charged to expense $1.4 million in 2022, $5.0 million in 2021, and $4.2 million in 2020 for pending environmental matters. Environmental reserves Non-operating Properties Southeast Kansas Sites The Kansas Department of Health and Environment (KDHE) has contacted the Company regarding environmental contamination at three former smelter sites in Kansas (Altoona, East La Harpe, and Lanyon). The Company is not a successor to the companies that operated these smelter sites, but has explored possible settlement with KDHE and other potentially responsible parties (PRP) in order to avoid litigation. In February 2022, the Company reached a settlement with another PRP relating to these three sites. Under the terms of that agreement, the Company paid $5.6 million, which was previously reserved, in exchange for the other PRP’s agreement to conduct or fund any required remediation with the geographic boundaries of the three sites (namely, the parcel(s) on which the former smelters were located), plus coverage of certain off-site areas (namely, contamination that migrated by surface water runoff or air emissions from the Altoona or East La Harpe site, and smelter materials located within 50 feet of the geographic boundary of each site). The settlement does not cover certain matters, including potential liability related to the remediation of the town of Iola which is not estimable at this time. The other PRP has also provided an indemnity that would cover third-party cleanup claims for those sites, subject to a time limit and a cap. Altoona. Another PRP conducted a site investigation of the Altoona site under a consent decree with KDHE and submitted a removal site evaluation report recommending a remedy. The remedial design plan, which covers both on-site and certain off-site cleanup costs, was approved by the KDHE in 2016. Construction of the remedy was completed in 2018. Under the terms of the settlement with the other PRP, the Company expects the operations and maintenance costs for this remedy to be paid for entirely by the other PRP. East La Harpe. At the East La Harpe site, the Company and two other PRPs conducted a site study evaluation under KDHE supervision and prepared a site cleanup plan approved by KDHE. In December 2018, KDHE provided a draft agreement which contemplates the use of funds KDHE obtained from two other parties (Peabody Energy and Blue Tee) to fund part of the remediation, and removes Blue Tee from the PRPs’ agreement with KDHE. Pursuant to the terms of the settlement with the other PRP noted above, the Company expects the remediation to be conducted and paid for entirely by the other PRP, and for that other PRP to negotiate and enter into an agreement with KDHE. Lanyon. With respect to the Lanyon Site, in 2016, the Company received a general notice letter from the United States Environmental Protection Agency (EPA) asserting that the Company is a PRP, which the Company has denied. EPA issued an interim record of decision in 2017 and has been remediating properties at the site. According to EPA, 1,371 properties in total will be remediated, and the work will continue into 2023. Shasta Area Mine Sites Mining Remedial Recovery Company (MRRC), a wholly owned subsidiary, owns certain inactive mines in Shasta County, California. MRRC has continued a program, begun in the late 1980s, of implementing various remedial measures, including sealing mine portals with concrete plugs in portals that were discharging water. The sealing program achieved significant reductions in the metal load in discharges from these adits; however, additional reductions are required pursuant to an order issued by the California Regional Water Quality Control Board (QCB). In response to a 1996 QCB Order, MRRC completed a feasibility study in 1997 describing measures designed to mitigate the effects of acid rock drainage. In December 1998, the QCB modified the 1996 order extending MRRC’s time to comply with water quality standards. In September 2002, the QCB adopted a new order requiring MRRC to adopt Best Management Practices (BMP) to control discharges of acid mine drainage, and again extended the time to comply with water quality standards until September 2007. During that time, implementation of BMP further reduced impacts of acid rock drainage; however, full compliance has not been achieved. The QCB is presently renewing MRRC’s discharge permit and will concurrently issue a new order. It is expected that the new 10-year permit will include an order requiring continued implementation of BMP through 2033 to address residual discharges of acid rock drainage. At this site, MRRC spent approximately $1.3 million from 2020 through 2022 for remediation, and currently estimates that it will spend between approximately $14.1 million and $16.1 million over the next 30 years and has accrued a reserve at the low end of this range. Lead Refinery Site U.S.S. Lead Refinery, Inc. (Lead Refinery), a non-operating wholly owned subsidiary of MRRC, has conducted corrective action and interim remedial activities (collectively, Site Activities) at Lead Refinery’s East Chicago, Indiana site pursuant to the Resource Conservation and Recovery Act since December 1996. Although the Site Activities have been substantially concluded, Lead Refinery is required to perform monitoring and maintenance-related activities pursuant to a post-closure permit issued by the Indiana Department of Environmental Management effective as of March 2, 2013. Lead Refinery spent approximately $0.4 million from 2020 through 2022 with respect to this site. Approximate costs to comply with the post-closure permit, including associated general and administrative costs, are estimated at between $1.6 million and $2.4 million over the next 14 years. The Company has recorded a reserve at the low end of this range. On April 9, 2009, pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the U.S. Environmental Protection Agency (EPA) added the Lead Refinery site and surrounding properties to the National Priorities List (NPL). On July 17, 2009, Lead Refinery received a written notice from the EPA indicating that it may be a PRP under CERCLA due to the release or threat of release of hazardous substances including lead into properties surrounding the Lead Refinery NPL site. The EPA identified two other PRPs in connection with that matter. In November 2012, the EPA adopted a remedy for the surrounding properties and in September 2014, the EPA announced that it had entered into a settlement with the two other PRPs whereby they will pay approximately $26.0 million to fund the cleanup of approximately 300 properties surrounding the Lead Refinery NPL site (zones 1 and 3 of operable unit 1) and perform certain remedial action tasks. On November 8, 2016, the Company, its subsidiary Arava Natural Resources Company, Inc. (Arava), and Arava’s subsidiary MRRC each received general notice letters from the EPA asserting that they may be PRPs in connection with the Lead Refinery NPL site. The Company, Arava, and MRRC have denied liability for any remedial action and response costs associated with the Lead Refinery NPL site. In June 2017, the EPA requested that Lead Refinery conduct, and the Company fund, a remedial investigation and feasibility study of operable unit 2 of the Lead Refinery NPL site pursuant to a proposed administrative settlement agreement and order on consent. The Company and Lead Refinery entered into that agreement in September 2017. The Company has made a capital contribution to Lead Refinery to conduct the remedial investigation and feasibility study with respect to operable unit 2 and has provided financial assurance in the amount of $1.0 million. The remedial investigation and feasibility study remain ongoing. The EPA has also asserted its position that the Company is a responsible party for the Lead Refinery NPL site, and accordingly is responsible for a share of remedial action and response costs at the site and in the adjacent residential area. In January 2018, the EPA issued two unilateral administrative orders (UAOs) directing the Company, Lead Refinery, and four other PRPs to conduct soil and interior remediation of certain residences at the Lead Refinery NPL site (zones 2 and 3 of operable unit 1). Subsequent thereto, the Company and Lead Refinery reached agreement with the four other PRPs to implement these two UAOs, with the Company agreeing to pay, on an interim basis, (i) an estimated $4.5 million (subject to potential change through a future reallocation process) of the approximately $25.0 million the PRPs then estimated it would cost to implement the UAOs, which estimate is subject to change, and (ii) $2.0 million relating to past costs incurred by other PRPs for work conducted at the site, as well as the possibility of up to $0.7 million in further payments for ongoing work by those PRPs. As of year-end, the Company has made payments of approximately $7.6 million related to the aforementioned agreement with the other PRPs. The Company disputes that it was properly named in the UAOs. In March 2022, Lead Refinery entered into an administrative settlement agreement and order on consent with the EPA, along with the four other PRPs, which involves payment of certain past and future costs relating to operable unit 1, in exchange for certain releases and contribution protection for the Company, Lead Refinery, and their respective affiliates relating to that operable unit. The settlement became effective in September 2022. The Company reserved $3.3 million for this settlement at the end of 2021. In March 2018, a group of private plaintiffs sued the Company, Arava, MRRC, and Lead Refinery, along with other defendants, in civil tort action relating to the site. The Company, Arava, and MRRC have been voluntarily dismissed from that litigation without prejudice. Lead Refinery’s motion to dismiss the matter was granted without prejudice, but plaintiffs in that case have repled certain of their claims. At this juncture, the Company is unable to determine the likelihood of a material adverse outcome or the amount or range of a potential loss in excess of the current reserve with respect to any remedial action or litigation relating to the Lead Refinery NPL site, either at Lead Refinery’s former operating site (operable unit 2) or the adjacent residential area (operable unit 1), including, but not limited to, EPA oversight costs for which the EPA may attempt to seek reimbursement from the Company, and past costs for which other PRPs may attempt to seek contribution from the Company. Bonita Peak Mining District Following an August 2015 spill from the Gold King Mine into the Animas River near Silverton, Colorado, the EPA listed the Bonita Peak Mining District on the NPL. Said listing was finalized in September 2016. The Bonita Peak Mining District encompasses 48 mining sites within the Animas River watershed, including the Sunnyside Mine, the American Tunnel, and the Sunbank Group. On or about July 25, 2017, Washington Mining Company (Washington Mining) (a wholly-owned subsidiary of the Company’s wholly-owned subsidiary, Arava), received a general notice letter from the EPA stating that Washington Mining may be a PRP under CERCLA in connection with the Bonita Peak Mining District site and therefore responsible for the remediation of certain portions of the site, along with related costs incurred by the EPA. Shortly thereafter, the Company received a substantively identical letter asserting that it may be a PRP at the site and similarly responsible for the cleanup of certain portions of the site. The general notice letters identify one other PRP at the site, and do not require specific action by Washington Mining or the Company at this time. At this juncture, the Company is unable to determine the likelihood of a materially adverse outcome or the amount or range of a potential loss with respect to any remedial action related to the Bonita Peak Mining District NPL site. Operating Properties Mueller Copper Tube Products, Inc. In 1999, Mueller Copper Tube Products, Inc. (MCTP), a wholly owned subsidiary, commenced a cleanup and remediation of soil and groundwater at its Wynne, Arkansas plant to remove trichloroethylene, a cleaning solvent formerly used by MCTP. 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 (ADEQ). The Company established a reserve for this project in connection with the acquisition of MCTP in 1998. Effective November 17, 2008, MCTP entered into a Settlement Agreement and Administrative Order by Consent to submit a Supplemental Investigation Work Plan (SIWP) and subsequent Final Remediation Work Plan (RWP) for the site. By letter dated January 20, 2010, ADEQ approved the SIWP as submitted, with changes acceptable to the Company. On December 16, 2011, MCTP entered into an amended Administrative Order by Consent to prepare and implement a revised RWP regarding final remediation for the Site. The remediation system was activated in February 2014. Costs to implement the work plans, including associated general and administrative costs, are estimated to approximate $0.5 million to $0.7 million over the next three years. The Company has recorded a reserve at the low end of this range. United States Department of Commerce Antidumping Review On December 24, 2008, the Department of Commerce (DOC) initiated an antidumping administrative review of the antidumping duty order covering circular welded non-alloy steel pipe and tube from Mexico for the November 1, 2007 through October 31, 2008 period of review. The DOC selected Mueller Comercial as a respondent in the review. On April 19, 2010, the DOC published the final results of the review and assigned Mueller Comercial an antidumping duty rate of 48.33 percent. On May 25, 2010, the Company appealed the final results to the U.S. Court of International Trade (CIT). On December 16, 2011, the CIT issued a decision remanding the Department’s final results. While the matter was still pending, the Company and the United States reached an agreement to settle the appeal. Subject to the conditions of the agreement, the Company anticipated that certain of its subsidiaries would incur antidumping duties on subject imports made during the period of review and, as such, established a reserve for this matter. After the lapse of the statutory period of time during which U.S. Customs and Border Protection (CBP) was required, but failed, to liquidate the entries at the settled rate, the Company released the reserve. Between October 30, 2015 and November 27, 2015, CBP sent a series of invoices to Southland Pipe Nipples Co., Inc. (Southland), requesting payment of approximately $3.0 million in duties and interest in connection with 795 import entries made during the November 1, 2007 through October 31, 2008 period. On January 26, 2016 and January 27, 2016, Southland filed protests with CBP in connection with these invoices, noting that CBP’s asserted claims were not made in accordance with applicable law, including statutory provisions governing deemed liquidation. The Company believes in the merits of the legal objections raised in Southland’s protests, and CBP’s response to Southland’s protests is currently pending. Given the procedural posture and issues raised by this legal dispute, the Company cannot estimate the amount of potential duty liability, if any, that may result from CBP’s asserted claims. Deepwater Horizon Economic and Property Damage Claim During 2020, Mueller Copper Tube Company, a wholly owned subsidiary of the Company, collected approximately $22.1 million related to its claim under the Deepwater Horizon Economic and Property Damage Settlement Program. The collected amount represent settlement proceeds received after the payment of fees and expenses. Guarantees Guarantees, in the form of letters of credit, are issued by the Company generally to assure the payment of insurance deductibles, certain retiree health benefits, and debt at certain unconsolidated affiliates. The terms of the guarantees are generally one year but are renewable annually as required. These letters are primarily backed by the Company’s revolving credit facility. The maximum payments that the Company could be required to make under its guarantees at December 31, 2022 were $33.1 million. Other The Company is involved in certain litigation as a result of claims that arose in the ordinary course of business, which management believes will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. It may also realize the benefit of certain legal claims and litigation in the future; these gain contingencies are not recognized in the Consolidated Financial Statements. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The components of income before income taxes were taxed under the following jurisdictions: (In thousands) 2022 2021 2020 Domestic $ 737,538 $ 518,080 $ 144,770 Foreign 138,493 123,059 64,419 Income before income taxes $ 876,031 $ 641,139 $ 209,189 Income tax expense consists of the following: (In thousands) 2022 2021 2020 Current tax expense: Federal $ 149,269 $ 107,804 $ 37,964 Foreign 36,719 34,455 16,221 State and local 41,214 16,186 5,182 Current tax expense 227,202 158,445 59,367 Deferred tax (benefit) expense: Federal (3,312) (3,504) (5,991) Foreign (192) 2,572 90 State and local (376) 8,345 1,855 Deferred tax (benefit) expense (3,880) 7,413 (4,046) Income tax expense $ 223,322 $ 165,858 $ 55,321 The difference between the reported income tax expense and a tax determined by applying the applicable U.S. federal statutory income tax rate to income before income taxes is reconciled as follows: (In thousands) 2022 2021 2020 Expected income tax expense $ 183,967 $ 134,639 $ 43,930 State and local income tax, net of federal benefit 32,184 21,132 5,949 Effect of foreign statutory rates different from U.S. and other foreign adjustments 7,443 11,185 2,783 Investment in unconsolidated affiliates 206 (679) (387) Other, net (478) (419) 3,046 Income tax expense $ 223,322 $ 165,858 $ 55,321 The Company continues to assert that the undistributed earnings of most of its foreign subsidiaries are permanently reinvested. No taxes have been accrued with respect to these undistributed earnings or any outside basis differences. The Company has elected to provide for the tax expense related to global intangible low-taxed income (GILTI) in the year the tax is incurred. The Company includes interest and penalties related to income tax matters as a component of income tax expense, none of which was material in 2022, 2021, and 2020. During 2021, the Internal Revenue Service completed its audit of the Company’s 2015 and 2017 tax returns, the results of which were immaterial to the Consolidated Financial Statements. The statute of limitations is open for the Company’s federal tax return for 2019 and all subsequent years, and some state and foreign returns are also open for some earlier tax years due to differing statute periods. While the Company believes that it is adequately reserved for possible audit adjustments, the final resolution of these examinations cannot be determined with certainty and could result in final settlements that differ from current estimates. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: (In thousands) 2022 2021 Deferred tax assets: Inventories $ 16,829 $ 15,153 Other postretirement benefits and accrued items 7,260 8,382 Other reserves 8,046 9,962 Foreign tax attributes 5,750 6,410 State tax attributes, net of federal benefit 8,063 12,043 Stock-based compensation 5,249 3,608 Lease liability 4,540 4,988 Basis difference in unconsolidated affiliates 6,881 7,690 Total deferred tax assets 62,618 68,236 Less valuation allowance (21,505) (26,624) Deferred tax assets, net of valuation allowance 41,113 41,612 Deferred tax liabilities: Property, plant, and equipment 44,001 45,804 Lease asset 4,970 5,099 Other liabilities 2,918 1,765 Total deferred tax liabilities 51,889 52,668 Net deferred tax liabilities $ (10,776) $ (11,056) As of December 31, 2022, after consideration of the federal impact, the Company had state income tax credit carryforwards of $1.0 million, all of which expire by 2024, and state net operating loss (NOL) carryforwards with potential tax benefits of $7.1 million, after consideration of the federal impact, expiring between 2023 and 2041. The state tax credit and NOL carryforwards were fully offset by valuation allowances. As of December 31, 2022, the Company had other foreign tax attributes with potential tax benefits of $4.0 million, which have an unlimited life, and attributes with potential benefits of $1.1 million that expire between 2034 and 2042; all of these foreign attributes were fully offset by a valuation allowance. The Company also had other foreign tax attributes of $0.7 million, which have limited lives expiring between 2031 and 2036, which are offset by a valuation allowance of $0.4 million. The Company has also recorded a valuation allowance against deferred tax assets related to the book-tax differences in investments in unconsolidated affiliates. Income taxes paid were approximately $238.3 million in 2022, $132.9 million in 2021, and $49.3 million in 2020. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Equity | EquityThe Company’s Board of Directors has extended, until July 2023, its authorization to repurchase up to 20 million shares of the Company’s common stock through open market transactions or through privately negotiated transactions. 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. Any purchases will be funded primarily through existing cash and cash from operations. The Company may hold any shares purchased in treasury or use a portion of the repurchased shares for its stock-based compensation plans, as well as for other corporate purposes. From its initial authorization in 1999 through December 31, 2022, the Company has repurchased approximately 7.2 million shares under this authorization. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation The Company has in effect stock incentive plans under which stock-based awards have been granted to certain employees and members of its Board of Directors. Under these existing plans, the Company may grant stock options, restricted stock awards, and performance stock awards. Approximately 1.2 million shares were available for future stock incentive awards at December 31, 2022. During the years ended December 31, 2022, December 25, 2021, and December 26, 2020, the Company recognized stock-based compensation, as a component of selling, general, and administrative expense, in its Consolidated Statements of Income of $17.8 million, $9.8 million, and $8.6 million, respectively. The total compensation expense not yet recognized related to stock incentive awards at December 31, 2022 was $52.4 million, with an average expense recognition period of 3.2 years. The Company generally issues treasury shares when stock options are exercised, or when restricted stock awards or performance stock awards are granted. A summary of the activity and related information follows: Stock Options Restricted Stock Awards Performance Stock Awards (Shares in thousands) Shares Weighted Average Exercise Price Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Beginning of period 615 $ 28.42 577 $ 32.40 $ 624 $ 33.46 Granted — N/A 66 63.80 287 65.48 Exercised/Released (170) 26.31 (150) 32.49 (49) 34.26 Forfeited (3) 32.28 (2) 38.07 (1) 29.61 End of period 442 $ 29.20 491 $ 36.56 861 $ 44.07 Restricted Stock Awards The fair value of each restricted stock award equals the fair value of the Company’s stock on the grant date and is amortized into compensation expense on a straight-line or accrual basis over its vesting period based on its vesting schedule. The weighted average grant-date fair value of awards granted during 2022, 2021, and 2020 was $63.80, $44.08, and $29.00, respectively. The aggregate intrinsic value of outstanding and unvested awards was $29.0 million at December 31, 2022. The total fair value of awards that vested was $4.9 million, $7.0 million, and $5.6 million in 2022, 2021, and 2020, respectively. Performance Stock Awards Performance stock awards require achievement of certain performance criteria which are predefined by the Compensation Committee of the Board of Directors at the time of grant. The fair value of each performance stock award equals the fair value of the Company’s stock on the grant date. Performance stock awards are vested and released at the end of the performance period if the predefined performance criteria are achieved. For all performance stock awards, in the event the certified results equal the predefined performance criteria, the Company will grant the number of shares equal to the target award. In the event the certified results exceed the predefined performance criteria, additional shares up to the maximum award will be granted. In the event the certified results fall below the predefined performance criteria but above the minimum threshold, a reduced number of shares will be granted. If the certified results fall below the minimum threshold, no shares will be granted. In the period it becomes probable that the minimum threshold specified in the award will be achieved, the Company recognizes expense for the proportionate share of the total fair value of the performance stock awards related to the vesting period that has already lapsed for the shares expected to vest and be released. The remaining fair value of the shares expected to vest and be released is expensed on a straight-line basis over the balance of the vesting period. In the event the Company determines it is no longer probable that it will achieve the minimum threshold specified in the award, all of the previously recognized compensation expense is reversed in the period such a determination is made. The weighted average grant-date fair value of awards granted during 2022, 2021, and 2020 was $65.48, $43.46, and $29.61, respectively. The aggregate intrinsic value of outstanding and unvested awards was $50.8 million at December 31, 2022. The total fair value of awards that vested was $1.7 million in 2022. Stock Options Stock options are generally granted to purchase shares of common stock at an exercise price equal to the average of the high and low market price of the Company’s stock on the grant date. Generally, the awards vest within five years from the grant date. Any unexercised options expire after not more than ten years. The fair value of each option is estimated as a single award and amortized into compensation expense on a straight-line or accrual basis over its vesting period based on its vesting schedule. The Company estimates the fair value of all stock option awards as of the grant date by applying the Black-Scholes-Merton option pricing model. The use of this valuation model in the determination of compensation expense involves certain assumptions that are judgmental and/or highly sensitive including the expected life of the option, stock price volatility, risk-free interest rate, and dividend yield. Additionally, forfeitures are not estimated at the time of valuation; they are recognized as they occur. The weighted average of key assumptions used in determining the fair value of options granted and a discussion of the methodology used to develop each assumption are as follows: 2022 2021 2020 Fair value of stock options on grant date N/A $ 15.6 $ 6.81 Expected term N/A 7.9 years 7.9 years Expected price volatility N/A 33.6 % 31.9 % Risk-free interest rate N/A 1.3 % 0.6 % Dividend yield N/A 1.1 % 1.7 % Expected term – This is the period of time estimated based on historical experience over which the options granted are expected to remain outstanding. An increase in the expected term will increase compensation expense. Expected price volatility – This is a measure of the amount by which a price has fluctuated or is expected to fluctuate. The Company uses actual historical changes in the market value of its stock to calculate the volatility assumption. Daily market value changes from the grant date over a past period representative of the expected term of the options are used. An increase in the expected price volatility rate will increase compensation expense. Risk-free interest rate – This is the U.S. Treasury rate for the week of the grant, having a term representative of the expected term of the options. An increase in the risk-free rate will increase compensation expense. Dividend yield – This rate is the annual dividends per share as a percentage of the Company’s stock price. An increase in the dividend yield will decrease compensation expense. The total intrinsic value of options exercised was $5.9 million, $3.8 million, and $2.4 million in 2022, 2021, and 2020, respectively. The total fair value of options that vested was $1.1 million, $0.4 million, and $0.7 million in 2022, 2021, and 2020. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) AOCI includes certain foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, net deferred gains and losses on certain derivative instruments accounted for as cash flow hedges, adjustments to pension and other post-employment benefit liabilities, and other comprehensive income attributable to unconsolidated affiliates. The following table provides changes in AOCI by component, net of taxes and noncontrolling interest (amounts in parentheses indicate debits to AOCI): (In thousands) Cumulative Translation Adjustment Unrealized Gain (Loss) on Derivatives Pension/ Attributable to Unconsol. Affiliates Total Balance at December 26, 2020 $ (37,339) $ 984 $ (17,203) $ (1,325) $ (54,883) Other comprehensive (loss) income before reclassifications (4,964) 2,361 4,899 978 3,274 Amounts reclassified from AOCI — (2,542) 804 — (1,738) Balance at December 25, 2021 (42,303) 803 (11,500) (347) (53,347) Other comprehensive (loss) income before reclassifications (26,935) (6,983) 13,667 2,702 (17,549) Amounts reclassified from AOCI — 7,666 (945) — 6,721 Balance at December 31, 2022 $ (69,238) $ 1,486 $ 1,222 $ 2,355 $ (64,175) Reclassification adjustments out of AOCI were as follows: Amount reclassified from AOCI (In thousands) 2022 2021 2020 Affected Line Item Unrealized losses (gains) on derivatives: Commodity contracts $ 9,891 $ (3,848) $ 6,337 Cost of goods sold (2,225) 1,306 (1,246) Income tax (benefit) expense $ 7,666 $ (2,542) $ 5,091 Net of tax and noncontrolling interests Amortization of net loss (gain) and prior service cost on employee benefit plans $ — $ — $ 11,642 Pension plan termination expense (1,277) 963 (998) Other income, net 332 (159) (2,353) Income tax expense (benefit) $ (945) $ 804 $ 8,291 Net of tax and noncontrolling interests |
Quarterly Financial Information
Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information (Unaudited) | Quarterly Financial Information (Unaudited) (1) (In thousands, except per share data) First Second Third Fourth 2022 Net sales $ 1,010,002 $ 1,150,042 $ 944,830 $ 877,581 Gross profit (2) 265,491 329,128 266,193 256,781 Consolidated net income 159,248 207,524 155,813 140,235 Net income attributable to Mueller Industries, Inc. 158,316 206,552 154,542 138,906 Basic earnings per share 2.82 3.70 2.78 2.50 Diluted earnings per share 2.78 3.65 2.74 2.46 Dividends per share 0.25 0.25 0.25 0.25 2021 Net sales $ 818,148 $ 1,012,592 $ 982,248 $ 956,357 Gross profit (2) 149,730 212,880 237,983 229,763 Consolidated net income (3) 65,238 110,932 172,256 126,698 Net income attributable to Mueller Industries, Inc. 63,107 108,832 170,980 125,601 Basic earnings per share 1.13 1.95 3.05 2.24 Diluted earnings per share 1.11 1.92 3.01 2.21 Dividends per share 0.13 0.13 0.13 0.13 (1) The sum of quarterly amounts may not equal the annual amounts reported due to rounding. In addition, the earnings per share amounts are computed independently for each quarter, while the full year is based on the weighted average shares outstanding. (2) Gross profit is net sales less cost of goods sold, which excludes depreciation and amortization. (3) Includes income earned by H&C Flex, acquired during Q1 2021, and Mueller Middle East, acquired during Q4 2021. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party TransactionsThe non-controlling interest in the Company’s South Korean joint venture owns 100 percent of a copper tube mill which supplies Mueller affiliates. These affiliates purchased $22.2 million of product from the supplier in 2022. There were no payables related to these sales as of December 31, 2022. |
Schedule II - Valuation And Qua
Schedule II - Valuation And Qualifying Accounts | 12 Months Ended |
Dec. 31, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation And Qualifying Accounts | MUELLER INDUSTRIES, INC. SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS Years Ended December 31, 2022, December 25, 2021, and December 26, 2020 Additions (In thousands) Balance at beginning of year Charged to costs and expenses Other additions Deductions Balance at end 2022 Allowance for doubtful accounts $ 2,590 $ 323 $ — $ 226 $ 2,687 Environmental reserves $ 27,426 $ 1,367 $ — $ 8,259 $ 20,534 Valuation allowance for deferred tax assets $ 26,624 $ (1,648) $ 509 $ 3,981 $ 21,504 2021 Allowance for doubtful accounts $ 1,538 $ 1,216 $ — $ 164 $ 2,590 Environmental reserves $ 24,001 $ 4,964 $ — $ 1,539 $ 27,426 Valuation allowance for deferred tax assets $ 27,199 $ 108 $ 642 $ 1,325 $ 26,624 2020 Allowance for doubtful accounts $ 770 $ 1,208 $ — $ 440 $ 1,538 Environmental reserves $ 20,866 $ 4,242 $ — $ 1,107 $ 24,001 Valuation allowance for deferred tax assets $ 23,130 $ 2,317 $ 1,898 $ 146 $ 27,199 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Fiscal Years | Fiscal Years The Company’s fiscal year ends on the last Saturday of December and consisted of 53 weeks in 2022 and 52 weeks in 2021 and 2020. These dates were December 31, 2022, December 25, 2021, and December 26, 2020. |
Basis of Presentation | Basis of Presentation The Consolidated Financial Statements include the accounts of Mueller Industries, Inc. and its majority-owned subsidiaries. The noncontrolling interests represent a private ownership interest of 40 percent of Jungwoo Metal Ind. Co., LTD (Jungwoo-Mueller) and 45 percent of Mueller Middle East BSC (Mueller Middle East). |
Revenue Recognition | Revenue Recognition Given the nature of the Company’s business and product offerings, sales transactions with customers are generally comprised of a single performance obligation that involves delivery of the products identified in the contracts with customers. Performance obligations are generally satisfied at the point in time of shipment and payment is generally due within 60 days. Variable consideration is estimated for future rebates on certain product lines and product returns. The Company records variable consideration as an adjustment to the transaction price in the period it is incurred. Since variable consideration is settled within a short period of time, the time value of money is not significant. The cost of shipping product to customers is expensed as incurred as a component of cost of goods sold. |
Acquisitions | AcquisitionsAccounting for acquisitions requires the Company to recognize separately from goodwill the assets acquired and liabilities assumed at their acquisition date fair values. Goodwill is measured as the excess of the purchase price over the net amount allocated to the identifiable assets acquired and liabilities assumed. While management uses its best estimates and assumptions to accurately value assets acquired and liabilities assumed at the acquisition date, the estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. The operating results generated by the acquired businesses are included in the Consolidated Statements of Income from their respective dates of acquisition. Acquisition related costs are expensed as incurred. |
Cash Equivalents and Restricted Cash | Cash Equivalents and Restricted Cash Temporary investments with original maturities of three months or less are considered to be cash equivalents. These investments are stated at cost. At December 31, 2022 and December 25, 2021, temporary investments consisted of money market mutual funds, commercial paper, bank repurchase agreements, and U.S. and foreign government securities totaling approximately $329.4 million and $1.4 million, respectively. |
Short-Term Investments and Investment in Unconsolidated Affiliate | Short-Term Investments The fair value of short-term investments at December 31, 2022, consisting of U.S. treasury bills with maturities exceeding three months at the time of purchase, approximates the carrying value on that date. These treasury bills are stated at fair value and are classified as trading securities. The fair value of treasury bills is classified as level 1 within the fair value hierarchy. This classification is defined as a fair value determined using observable inputs that reflect quoted prices in active markets for identical assets. Investments in Unconsolidated Affiliates Tecumseh The Company owns a 50 percent interest in an unconsolidated affiliate that acquired Tecumseh Products Company (Tecumseh) and an entity that provides financing to Tecumseh. This investment is recorded using the equity method of accounting, as the Company can exercise significant influence but does not own a majority equity interest or otherwise control the entity. Under the equity method of accounting, this investment is stated at initial cost and is adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions. The Company records its proportionate share of the investee’s net income or loss, net of foreign taxes, one quarter in arrears as income (loss) from unconsolidated affiliates, net of foreign tax, in the Consolidated Statements of Income. The Company’s proportionate share of the investee’s other comprehensive income (loss), net of income taxes, is recorded in the Consolidated Statements of Comprehensive Income and Consolidated Statements of Changes in Equity. The U.S. tax effect of the Company’s proportionate share of Tecumseh’s income or loss is recorded in income tax expense in the Consolidated Statements of Income. In general, the equity investment in unconsolidated affiliates is equal to the current equity investment less the investees’ net accumulated losses. Retail Distribution The Company acquired a 17 percent noncontrolling equity interest in a limited liability company in the retail distribution business by contributing the outstanding common stock of Die-Mold in exchange for the equity method interest. The transaction was recorded as a deconsolidation of a subsidiary and the recognition of an equity method investment at fair value, as described in “ Note 2 - Acquisitions and Dispositions. ” This investment is recorded using the equity method of accounting. The Company records its proportionate share of the investees’ net income or loss one month in arrears as income (loss) from unconsolidated affiliates in the Consolidated Statements of Income. The Company’s proportionate share of the investees’ other comprehensive income (loss), net of income taxes, is recorded in the Consolidated Statements of Comprehensive Income and Consolidated Statements of Changes in Equity. |
Allowance for Doubtful Accounts | Allowance for Doubtful AccountsThe Company routinely grants credit to many of its customers without collateral. The risk of credit loss in trade receivables is substantially mitigated by the credit evaluation process. The Company provides an allowance for receivables that may not be fully collected. In circumstances where the Company is aware of a customer’s inability to meet their financial obligations (e.g., bankruptcy filings or substantial credit rating downgrades), it records an allowance for doubtful accounts against amounts due to reduce the net recognized receivable to the amount it believes most likely will be collected. For all other customers, the Company recognizes an allowance for doubtful accounts based on its historical collection experience and the impact of current economic conditions. If circumstances change (e.g., greater than expected defaults or an unexpected material change in a major customer’s ability to meet their financial obligations), the Company could change its estimate of the recoverability of amounts due by a material amount. Historically, credit losses have been within management’s expectations. |
Inventories | Inventories The Company’s inventories are valued at the lower-of-cost-or-market. The material component of its U.S. copper tube and copper fittings inventories is valued on a LIFO basis and the non-material components of U.S. copper tube and copper fittings inventories are valued on a FIFO basis. The material component of its U.K. and Canadian copper tube inventories are valued on a FIFO basis. The material component of its brass rod and forgings inventories are valued on a FIFO basis. Certain inventories are valued on an average cost basis. Elements of cost in finished goods inventory in addition to the cost of material include depreciation, amortization, utilities, maintenance, production wages, and transportation costs. |
Leases | Leases The Company leases certain manufacturing facilities, distribution centers, office space, and equipment. Leases with an initial term of twelve months or less are not recorded on the balance sheet; expense for these leases is recognized on a straight line-basis over the term of the lease. Most of the Company’s leases include one or more options to renew up to five years and have remaining terms of one |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment is stated at cost less accumulated depreciation. Expenditures for major additions and improvements are capitalized, while minor replacements, maintenance, and repairs are charged to expense as incurred. Depreciation of buildings, machinery, and equipment is provided on the straight-line method over the estimated useful lives ranging from 20 to 40 years for buildings and five |
Goodwill | Goodwill Goodwill is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible net assets of businesses acquired. Several factors give rise to goodwill in business acquisitions, such as the expected benefit from synergies of the combination and the existing workforce of the acquired business. Goodwill is evaluated annually for possible impairment as of the first day of the fourth quarter unless circumstances indicate the need to accelerate the timing of the evaluation. In the evaluation of goodwill impairment, management performs a qualitative assessment to determine if it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the qualitative assessment is not conclusive, management compares the fair value of a reporting unit with its carrying amount and will recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit. |
Self-Insurance Accruals | Self-Insurance Accruals The Company is primarily self-insured for workers’ compensation claims and benefits paid under certain employee health care programs. Accruals are primarily based on estimated undiscounted cost of claims, which includes incurred but not reported claims, and are classified as accrued wages and other employee costs. |
Pension Benefit Plans | Pension Benefit Plans The Company sponsors several qualified and nonqualified pension benefit plans in certain foreign locations. The Company recognizes the overfunded or underfunded status of the plans as an asset or liability in the Consolidated Balance Sheets with changes in the funded status recorded through comprehensive income in the year in which those changes occur. The obligations for these plans are determined by actuaries and affected by the assumptions, including discount rates, expected long-term return on plan assets for defined benefit pension plans, and certain employee-related factors, such as retirement age and mortality. The Company evaluates its assumptions periodically and makes adjustments as necessary. The expected return on plan assets is determined using the market value of plan assets. Differences between assumed and actual returns are amortized to the market value of assets on a straight-line basis over the average remaining service period of the plan participants using the corridor approach. The corridor approach defers all actuarial gains and losses resulting from variances between actual results and actuarial assumptions. These unrecognized gains and losses are amortized when the net gains and losses exceed 10 percent of the greater of the market value of the plan assets or the projected benefit obligation. The amount in excess of the corridor is amortized over the average remaining service period of the plan participants. For 2022, the average remaining service period for the pension plans was 11.5 years. |
Environmental Reserves and Environmental Expenses | Environmental Reserves and Environmental Expenses The Company recognizes an environmental liability when it is probable the liability exists and the amount is reasonably estimable. The Company estimates the duration and extent of its remediation obligations based upon reports of outside consultants, internal and third party estimates and analyses of cleanup costs and ongoing monitoring costs, communications with regulatory agencies, and changes in environmental law. If the Company were to determine that its estimates of the duration or extent of its environmental obligations were no longer accurate, it would adjust environmental liabilities accordingly in the period that such determination is made. Estimated future expenditures for environmental remediation are not discounted to their present value. Environmental expenses related to non-operating properties |
Earnings Per Share | Earnings Per ShareBasic earnings per share is computed based on the weighted average number of common shares outstanding. Diluted earnings per share reflects the increase in weighted average common shares outstanding that would result from the assumed exercise of outstanding stock options and vesting of restricted stock awards calculated using the treasury stock method. |
Income Taxes | Income Taxes Deferred income tax assets and liabilities are recognized when differences arise between the treatment of certain items for financial statement and tax purposes. Realization of certain components of deferred tax assets is dependent upon the occurrence of future events. The Company records valuation allowances to reduce its deferred tax assets to the amount it believes is more likely than not to be realized. These valuation allowances can be impacted by changes in tax laws, changes to statutory tax rates, and future taxable income levels and are based on the Company’s judgment, estimates, and assumptions regarding those future events. In the event the Company was to determine that it would not be able to realize all or a portion of the net deferred tax assets in the future, it would increase the valuation allowance through a charge to income tax expense in the period that such determination is made. Conversely, if it was to determine that it would be able to realize its deferred tax assets in the future, in excess of the net carrying amounts, the Company would decrease the recorded valuation allowance through a decrease to income tax expense in the period that such determination is made. The Company provides for uncertain tax positions and the related interest and penalties, if any, based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. Tax benefits for uncertain tax positions that are recognized in the financial statements are measured as the largest amount of benefit, determined on a cumulative probability basis, that is more likely than not to be realized upon ultimate settlement. To the extent the Company prevails in matters for which a liability for an uncertain tax position is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. |
Taxes Collected from Customers and Remitted to Governmental Authorities | Taxes Collected from Customers and Remitted to Governmental Authorities Taxes assessed by a governmental authority that are directly imposed on a revenue producing transaction between the Company and its customers, primarily value added taxes in foreign jurisdictions, are accounted for on a net (excluded from revenues and costs) basis. |
Stock-Based Compensation | Stock-Based CompensationThe Company has in effect stock incentive plans under which stock-based awards have been granted to certain employees and members of its Board of Directors. Stock-based compensation expense is recognized in the Consolidated Statements of Income as a component of selling, general, and administrative expense based on the grant date fair value of the awards. |
Concentrations of Credit and Market Risk | Concentrations of Credit and Market Risk Concentrations of credit risk with respect to accounts receivable are limited due to the large number of customers comprising the Company’s customer base, and their dispersion across different geographic areas and different industries, including HVAC, plumbing, refrigeration, hardware, automotive, OEMs, and others. The Company minimizes its exposure to base metal price fluctuations through various strategies. Generally, it prices an equivalent amount of copper raw material, under flexible pricing arrangements it maintains with its suppliers, at the time it determines the selling price of finished products to its customers. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities The Company’s earnings and cash flows are subject to fluctuations due to changes in commodity prices, foreign currency exchange rates, and interest rates. The Company uses derivative instruments such as commodity futures contracts, foreign currency forward contracts, and interest rate swaps to manage these exposures. All derivatives are recognized in the Consolidated Balance Sheets at their fair value. On the date the derivative contract is entered into, it is either a) designated as a hedge of (i) a forecasted transaction or the variability of cash flow to be paid (cash flow hedge) or (ii) the fair value of a recognized asset or liability (fair value hedge), or b) not designated in a hedge accounting relationship, even though the derivative contract was executed to mitigate an economic exposure (economic hedge), as the Company does not enter into derivative contracts for trading purposes. Changes in the fair value of a derivative that is qualified, designated, and highly effective as a cash flow hedge are recorded in stockholders’ equity within accumulated other comprehensive income (AOCI), to the extent effective, until they are reclassified to earnings in the same period or periods during which the hedged transaction affects earnings. Changes in the fair value of undesignated derivative instruments executed as economic hedges are reported in current earnings. The Company documents all relationships between derivative instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivative instruments that are designated as fair value hedges to specific assets and liabilities in the Consolidated Balance Sheets and linking cash flow hedges to specific forecasted transactions or variability of cash flow. The Company also assesses, both at the hedge’s inception and on an ongoing basis, whether the designated derivative instruments that are used in hedging transactions are highly effective in offsetting changes in cash flow or fair values of hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable of occurring, hedge accounting is discontinued prospectively in accordance with the derecognition criteria for hedge accounting. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts for cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term maturity of these instruments. |
Foreign Currency Translation | Foreign Currency TranslationFor foreign subsidiaries for which the functional currency is not the U.S. dollar, balance sheet accounts are translated at exchange rates in effect at the end of the year and income statement accounts are translated at average exchange rates for the year. Translation gains and losses are included in equity as a component of AOCI. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are recognized in selling, general, and administrative expense in the Consolidated Statements of Income. |
Use of and Changes in Estimates | Use of and Changes in Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States (U.S. GAAP) requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. Management makes its best estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements are prepared. Changes in estimates are recognized in accordance with the accounting rules for the estimate, which is typically in the period when new information becomes available to management. Areas where the nature of the estimate makes it reasonably possible that actual results could materially differ from amounts estimated include but are not limited to: pension and other postretirement benefit plan obligations, tax liabilities, loss contingencies, litigation claims, environmental reserves, and impairment assessments of long-lived assets (including goodwill). |
Recently Adopted and Issued Accounting Standards | Recently Adopted Accounting Standards In January 2021, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2021-01, Reference Rate Reform (Topic 848): An Amendment of the FASB Accounting Standards Codification. The new guidance was issued in response to concerns about structural risks of interbank offered rates, and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR). Regulators in numerous jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The Company adopted the ASU during the first quarter of 2022. The adoption of the ASU did not have a material impact on the Company’s Consolidated Financial Statements. In October 2020, the FASB issued ASU No. 2020-10, Codification Improvements: An Amendment of the FASB Accounting Standards Codification . The ASU facilitates updates to the Accounting Standards Codification for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or structure of guidance, and other minor improvements. The Company adopted the ASU during the first quarter of 2021 using a retrospective approach. The adoption of the ASU did not have a material impact on the Company’s Consolidated Financial Statements. In January 2020, the FASB issued ASU No. 2020-01, Investments - Equity Securities (Topic 321), Investments - Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 . The new guidance addresses accounting for the transition into and out of the equity method and measuring certain purchased options and forward contracts to acquire investments. The Company adopted the ASU during the first quarter of 2021 using a prospective approach. The adoption of the ASU did not have a material impact on the Company’s Consolidated Financial Statements. Recently Issued Accounting Standards In June 2022, the FASB issued ASU No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The new guidance was issued to clarify existing guidance measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduce new disclosure requirements for applicable equity securities. The ASU is effective for fiscal years beginning after December 15, 2023 for public entities. The updated guidance requires prospective adoption, and early adoption is permitted. The Company does not expect the adoption of the ASU to have a material impact on its Consolidated Financial Statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805): An Amendment of the FASB Accounting Standards Codification. The new guidance was issued to improve accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the (i) recognition of an acquired contract liability and (ii) payment terms and their effect on subsequent revenue recognized by the acquirer. The ASU is effective for fiscal years beginning after December 15, 2022 for public entities. The updated guidance requires prospective adoption, and early adoption is permitted. The Company does not expect adoption of the ASU to have a material impact on its Consolidated Financial Statements. |
Acquisitions and Dispositions (
Acquisitions and Dispositions (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Final Valuation of the Long-Lived Assets | The following table summarizes the allocation of the purchase price to acquire these businesses, which were financed by available cash balances, as well as the assets acquired and liabilities assumed at the respective acquisition dates. During the year, adjustments were made to the Mueller Middle East provisional purchase price allocation resulting in a decrease in goodwill of $11.2 million, a decrease in the noncontrolling interest of $5.6 million, an increase in property, plant, and equipment of $4.2 million, a decrease in liabilities of $0.9 million, and an increase in intangible assets of $0.5 million. The purchase price allocations for all acquisitions have been finalized as of December 31, 2022. (In thousands) Mueller Middle East H&C Flex Kessler Shoals Total consideration $ 20,017 $ 15,279 $ 57,233 $ 15,321 Allocated to: Accounts receivable 10,652 — — 660 Inventories 4,727 4,511 25,106 1,809 Other current assets 1,744 — — 26 Property, plant, and equipment 26,664 10,813 2,211 3,700 Operating lease right-of-use assets 935 — 10,526 — Goodwill 864 — 11,600 (1) 1,870 (1) Intangible assets 452 — 16,600 7,480 Total assets acquired 46,038 15,324 66,043 15,545 Accounts payable 4,593 — — 217 Current portion of operating lease liabilities — — 1,692 — Other current liabilities 10,941 45 — 7 Noncurrent operating lease liabilities — — 7,118 — Other noncurrent liabilities 692 — — — Total liabilities assumed 16,226 45 8,810 224 Noncontrolling interest 9,795 — — — Net assets acquired $ 20,017 $ 15,279 $ 57,233 $ 15,321 (1) Tax-deductible goodwill |
Schedule of Intangible Assets Identified in the Allocation of the Purchase Price | The following details the total intangible assets identified in the allocation of the purchase price at the respective acquisition dates: (In thousands) Estimated Useful Life Mueller Middle East Kessler Shoals Intangible asset type: Customer relationships 20 years $ 452 $ 12,640 $ 4,290 Non-compete agreements 3-5 years — — 150 Patents and technology 10-15 years — — 2,620 Trade names, licenses, and other 5-10 years — 3,960 420 Total intangible assets $ 452 $ 16,600 $ 7,480 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Net sales by Major Product Line | The following tables represent a disaggregation of revenue from contracts with customers, along with the reportable segment for each category: For the Year Ended December 31, 2022 (In thousands) Piping Systems Industrial Metals Climate Total Tube and fittings $ 2,211,963 $ — $ — $ 2,211,963 Brass rod and forgings — 510,865 — 510,865 OEM components and valves — 74,647 121,004 195,651 Valves and plumbing specialties 518,121 — — 518,121 Flex duct and other HVAC components — — 529,303 529,303 Other — 59,177 — 59,177 $ 2,730,084 $ 644,689 $ 650,307 $ 4,025,080 Intersegment sales (42,625) Net sales $ 3,982,455 For the Year Ended December 25, 2021 (In thousands) Piping Systems Industrial Metals Climate Total Tube and fittings $ 2,055,639 $ — $ — $ 2,055,639 Brass rod and forgings — 565,870 — 565,870 OEM components, tube & assemblies 32,557 48,572 137,564 218,693 Valves and plumbing specialties 511,834 — — 511,834 Flex duct and other HVAC components — — 357,850 357,850 Other — 88,921 — 88,921 $ 2,600,030 $ 703,363 $ 495,414 $ 3,798,807 Intersegment sales (29,462) Net sales $ 3,769,345 Disaggregation of revenue from contracts with customers (continued): For the Year Ended December 26, 2020 (In thousands) Piping Systems Industrial Metals Climate Total Tube and fittings $ 1,232,724 $ — $ — $ 1,232,724 Brass rod and forgings — 356,547 — 356,547 OEM components, tube & assemblies 56,176 42,127 138,551 236,854 Valves and plumbing specialties 294,102 — — 294,102 Flex duct and other HVAC components — — 231,580 231,580 Other — 73,485 — 73,485 $ 1,583,002 $ 472,159 $ 370,131 $ 2,425,292 Intersegment sales (27,249) Net sales $ 2,398,043 |
Summary of Segment Information | Summarized segment information is as follows: For the Year Ended December 31, 2022 (In thousands) Piping Systems Industrial Metals Climate Corporate and Eliminations Total Net sales $ 2,730,084 $ 644,689 $ 650,307 $ (42,625) $ 3,982,455 Cost of goods sold 1,943,174 543,004 416,953 (38,269) 2,864,862 Depreciation and amortization 22,193 7,647 9,174 4,717 43,731 Selling, general, and administrative expense 93,655 11,574 36,113 61,744 203,086 Gain on sale of assets — — — (6,373) (6,373) Operating income 671,062 82,464 188,067 (64,444) 877,149 Interest expense (810) Pension plan termination expense (13,100) Environmental expense (1,298) Other income, net 14,090 Income before income taxes $ 876,031 Segment information (continued): For the Year Ended December 25, 2021 (In thousands) Piping Systems Industrial Metals Climate Corporate and Eliminations Total Net sales $ 2,600,030 $ 703,363 $ 495,414 $ (29,462) $ 3,769,345 Cost of goods sold 1,996,610 605,715 367,343 (30,679) 2,938,989 Depreciation and amortization 23,384 6,929 10,379 4,698 45,390 Selling, general, and administrative expense 93,749 11,698 29,327 49,278 184,052 Gain on sale of businesses — (6,454) — (51,306) (57,760) Impairment charges — — 2,829 — 2,829 Operating income 486,287 85,475 85,536 (1,453) 655,845 Interest expense (7,709) Redemption premium (5,674) Environmental expense (5,053) Other income, net 3,730 Income before income taxes $ 641,139 For the Year Ended December 26, 2020 (In thousands) Piping Systems Industrial Metals Climate Corporate and Eliminations Total Net sales $ 1,583,002 $ 472,159 $ 370,131 $ (27,249) $ 2,398,043 Cost of goods sold 1,311,697 398,000 276,274 (19,810) 1,966,161 Depreciation and amortization 23,071 7,528 10,249 3,995 44,843 Selling, general, and administrative expense 78,744 12,566 26,806 41,367 159,483 Litigation settlement, net — — — (22,053) (22,053) Impairment charges 3,771 — — — 3,771 Operating income 165,719 54,065 56,802 (30,748) 245,838 Interest expense (19,247) Pension plan termination expense (17,835) Environmental expense (4,454) Other income, net 4,887 Income before income taxes $ 209,189 |
Geographic Information | Summarized geographic information is as follows: (In thousands) 2022 2021 2020 Net sales: United States $ 2,965,053 $ 2,791,571 $ 1,765,810 United Kingdom 297,582 330,908 207,754 Canada 410,679 469,652 293,776 Asia and the Middle East 217,750 83,217 58,256 Mexico 91,391 93,997 72,447 $ 3,982,455 $ 3,769,345 $ 2,398,043 Long-lived assets: 2022 2021 2020 United States $ 266,571 $ 272,903 $ 289,508 United Kingdom 36,474 36,529 30,872 Canada 23,354 26,422 29,582 Asia and the Middle East 51,193 48,742 26,107 Mexico 2,358 966 503 $ 379,950 $ 385,562 $ 376,572 |
Segment Information by Assets | (In thousands) 2022 2021 2020 Expenditures for long-lived assets (including those resulting from business acquisitions): Piping Systems $ 20,694 $ 43,429 $ 39,209 Industrial Metals 6,905 5,744 5,968 Climate 2,611 12,428 5,521 General Corporate 7,429 3,521 448 $ 37,639 $ 65,122 $ 51,146 Segment assets: Piping Systems $ 1,088,940 $ 1,160,272 $ 977,937 Industrial Metals 160,702 173,290 152,683 Climate 279,940 250,107 258,668 General Corporate 712,817 145,267 139,280 $ 2,242,399 $ 1,728,936 $ 1,528,568 |
Cash, Cash Equivalents, and R_2
Cash, Cash Equivalents, and Restricted Cash (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Cash and Cash Equivalents [Abstract] | |
Schedule of Cash, Cash Equivalents and Restricted Cash | (In thousands) 2022 2021 Cash & cash equivalents $ 461,018 $ 87,924 Restricted cash included within other current assets 4,176 2,349 Restricted cash included within other assets 102 103 Total cash, cash equivalents, and restricted cash $ 465,296 $ 90,376 |
Schedule of Cash, Cash Equivalents and Restricted Cash | (In thousands) 2022 2021 Cash & cash equivalents $ 461,018 $ 87,924 Restricted cash included within other current assets 4,176 2,349 Restricted cash included within other assets 102 103 Total cash, cash equivalents, and restricted cash $ 465,296 $ 90,376 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | (In thousands) 2022 2021 Raw materials and supplies $ 133,189 $ 130,133 Work-in-process 64,177 64,989 Finished goods 265,842 245,226 Valuation reserves (14,289) (10,104) Inventories $ 448,919 $ 430,244 |
Consolidated Financial Statem_2
Consolidated Financial Statement Details (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Other Income, Net | Other Income, Net (In thousands) 2022 2021 2020 Net periodic benefit income $ 3,168 $ 1,903 $ 3,013 Interest income 6,457 353 1,101 Gain on sale of securities 2,918 — — Other 1,547 1,474 773 Other income, net $ 14,090 $ 3,730 $ 4,887 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Instruments Designated as Cash Flow Hedges Reflected in the Financial Statements | The following table summarizes the location and fair value of the derivative instruments and disaggregates the net derivative assets and liabilities into gross components on a contract-by-contract basis: Asset Derivatives Liability Derivatives Fair Value Fair Value (In thousands) Balance Sheet Location 2022 2021 Balance Sheet Location 2022 2021 Commodity contracts - gains Other current assets $ 3,746 $ 1,150 Other current liabilities $ — $ — Commodity contracts - losses Other current assets (1,483) (46) Other current liabilities — (353) Total derivatives (1) $ 2,263 $ 1,104 $ — $ (353) (1) Does not include the impact of cash collateral provided to counterparties . |
Schedule of Fair Value Hedges | The following table summarizes the effects of derivative instruments on the Consolidated Statements of Income: (In thousands) Location 2022 2021 Undesignated derivatives: Gain on commodity contracts (nonqualifying) Cost of goods sold $ 20,659 $ 217 |
Summary of Activities Related to Derivative Instruments Classified as Cash Flow Hedges | The following tables summarize amounts recognized in and reclassified from AOCI during the period: Year Ended December 31, 2022 (In thousands) (Loss) Gain Recognized in AOCI (Effective Portion), Net of Tax Classification Gains (Losses) Loss Reclassified from AOCI (Effective Portion), Net of Tax Cash flow hedges: Commodity contracts $ (7,066) Cost of goods sold $ 7,666 Other 83 Other — Total $ (6,983) Total $ 7,666 Year Ended December 25, 2021 (In thousands) Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax Classification Gains (Losses) Gain Reclassified from AOCI (Effective Portion), Net of Tax Cash flow hedges: Commodity contracts $ 2,389 Cost of goods sold $ (2,542) Other (28) Other — Total $ 2,361 Total $ (2,542) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Leases [Abstract] | |
Supplemental Information Regarding Operating Leases | The following table includes supplemental information with regards to the Company’s operating leases: (In thousands, except lease term and discount rate) December 31, 2022 December 25, 2021 Operating lease right-of-use assets $ 22,892 $ 23,510 Current portion of operating lease liabilities 4,942 6,015 Noncurrent operating lease liabilities 16,880 17,099 Total operating lease liabilities $ 21,822 $ 23,114 Weighted average discount rate 3.35 % 3.67 % Weighted average remaining lease term (in years) 6.03 5.51 |
Schedule of Operating Lease Cost and Payments | The following table presents certain information related to operating lease costs and cash paid during the period: For the Year Ended (In thousands) December 31, 2022 December 25, 2021 Operating lease costs $ 8,220 $ 8,365 Short term lease costs 4,086 4,607 Total lease costs $ 12,306 $ 12,972 Cash paid for amounts included in the measurement of lease liabilities $ 7,787 $ 7,869 |
Schedule of Maturities of Operating Leases | Maturities of the Company’s operating leases are as follows: (In thousands) Amount 2023 $ 5,574 2024 4,130 2025 3,281 2026 3,111 2027 2,801 2028 and thereafter 5,569 Total lease payments 24,466 Less imputed interest (2,644) Total lease obligations 21,822 Less current obligations (4,942) Noncurrent lease obligations $ 16,880 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment, Net | (In thousands) 2022 2021 Land and land improvements $ 32,707 $ 34,050 Buildings 234,480 238,033 Machinery and equipment 653,997 657,673 Construction in progress 54,748 34,311 975,932 964,067 Less accumulated depreciation (595,982) (578,505) Property, plant, and equipment, net $ 379,950 $ 385,562 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Changes in the Carrying Amount of Goodwill | The changes in the carrying amount of goodwill by segment were as follows: (In thousands) Piping Systems Industrial Metals Climate Total Goodwill $ 184,699 $ 8,854 $ 23,616 $ 217,169 Accumulated impairment charges (40,552) (8,853) — (49,405) Balance at December 26, 2020: 144,147 1 23,616 167,764 Additions 12,098 — — 12,098 Reductions (1) (4,402) — (1,964) (6,366) Impairment charges $ — $ — $ (2,087) $ (2,087) Currency translation (79) — — (79) Balance at December 25, 2021: 151,764 1 19,565 171,330 Reductions (2) (11,216) — — (11,216) Currency translation (2,526) — — (2,526) Balance at December 31, 2022: Goodwill 178,574 8,854 19,565 206,993 Accumulated impairment charges (40,552) (8,853) — (49,405) Goodwill, net $ 138,022 $ 1 $ 19,565 $ 157,588 (1) Includes disposals of Die-Mold and STI businesses. (2) Includes finalization of the purchase price allocation adjustment for Mueller Middle East of $11.2 million. |
Carrying Amount of Intangible Assets | The carrying amount of intangible assets at December 31, 2022 was as follows: (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 53,156 $ (15,658) $ 37,498 Non-compete agreements 2,333 (2,333) — Patents and technology 18,032 (7,570) 10,462 Trade names and licenses 13,374 (6,697) 6,677 Other 1,676 (1,528) 148 Other intangible assets $ 88,571 $ (33,786) $ 54,785 The carrying amount of intangible assets at December 25, 2021 was as follows: (In thousands) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships $ 55,108 $ (13,803) $ 41,305 Non-compete agreements 2,474 (2,458) 16 Patents and technology 18,396 (6,501) 11,895 Trade names and licenses 13,654 (5,598) 8,056 Other 1,676 (1,234) 442 Other intangible assets $ 91,308 $ (29,594) $ 61,714 |
Amortization Expense for Intangible Assets | Future amortization expense is estimated as follows: (In thousands) Amount 2023 $ 5,145 2024 4,930 2025 4,808 2026 4,663 2027 4,662 Thereafter 30,577 Expected amortization expense $ 54,785 |
Investment in Unconsolidated _2
Investment in Unconsolidated Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Summarized Financial Information Derived from the Company's Equity Method Investee's Consolidated Financial Statements | The following tables present summarized financial information derived from the Company’s equity method investee’s consolidated financial statements, which are prepared in accordance with U.S. GAAP. (In thousands) 2022 2021 Current assets $ 248,808 $ 214,550 Noncurrent assets 77,395 76,406 Current liabilities 190,746 169,155 Noncurrent liabilities 43,003 46,059 Net sales $ 520,950 $ 452,917 Gross profit 98,441 57,028 Net income (loss) 10,338 (3,330) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Aggregate Annual Maturities of Debt | Aggregate annual maturities of the Company’s debt are as follows: (In thousands) Amount 2023 $ 811 2024 222 2025 204 2026 — 2027 — Thereafter 1,500 Long-term debt $ 2,737 |
Net interest Expense | Net interest expense consisted of the following: (In thousands) 2022 2021 2020 Interest expense $ 810 $ 8,096 $ 19,510 Capitalized interest — (387) (263) $ 810 $ 7,709 $ 19,247 |
Benefit Plans (Tables)
Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Retirement Benefits [Abstract] | |
Reconciliation of the Changes in the Plans' Benefit Obligations and the Fair Value of the Plans Assets | The following tables provide a reconciliation of the changes in the most significant plans’ benefit obligations and the fair value of the plans’ assets for 2022 and 2021, and a statement of the plans’ aggregate funded status: Pension Benefits Other Benefits (In thousands) 2022 2021 2022 2021 Change in benefit obligation: Obligation at beginning of year $ 84,283 $ 90,809 $ 11,825 $ 12,782 Service cost — — 291 258 Interest cost 1,450 1,272 346 281 Actuarial gain (24,154) (4,062) (2,604) (812) Benefit payments (2,512) (2,832) (547) (634) Foreign currency translation adjustment (8,306) (904) (71) (50) Obligation at end of year 50,761 84,283 9,240 11,825 Change in fair value of plan assets: Fair value of plan assets at beginning of year 79,478 78,480 — — Actual return on plan assets (6,371) 4,791 — — Employer contributions — — 547 634 Benefit payments (2,512) (2,832) (547) (634) Foreign currency translation adjustment (8,297) (961) — — Fair value of plan assets at end of year 62,298 79,478 — — Funded (underfunded) status at end of year $ 11,537 $ (4,805) $ (9,240) $ (11,825) |
Amounts Recognized in Accumulated OCI (Before the Effect of Income Taxes) | The following represents amounts recognized in AOCI (before the effect of income taxes): Pension Benefits Other Benefits (In thousands) 2022 2021 2022 2021 Unrecognized net actuarial loss (gain) $ 2,870 $ 19,629 $ (4,149) $ (1,893) Unrecognized prior service credit — — (19) (1,930) |
Funded Status of the Plans Recognized | As of December 31, 2022 and December 25, 2021, the total funded status of the plans recognized in the Consolidated Balance Sheets was as follows: Pension Benefits Other Benefits (In thousands) 2022 2021 2022 2021 Long-term asset $ 11,537 $ — $ — $ — Current liability $ — $ — $ (1,068) $ (962) Long-term liability — (4,805) (8,172) (10,863) Total (underfunded) funded status $ 11,537 $ (4,805) $ (9,240) $ (11,825) |
Components of Net Periodic Benefit Costs | The components of net periodic benefit cost (income) are as follows: (In thousands) 2022 2021 2020 Pension benefits: Interest cost $ 1,450 $ 1,272 $ 3,260 Expected return on plan assets (3,568) (3,671) (5,704) Amortization of net loss 897 1,536 2,305 Settlement charge — — 11,642 Net periodic benefit (income) cost $ (1,221) $ (863) $ 11,503 Other benefits: Service cost $ 291 $ 258 $ 212 Interest cost 346 281 430 Amortization of prior service credit (198) (470) (519) Amortization of net gain (220) (103) (193) Curtailment gain (1,756) — (2,591) Net periodic benefit income $ (1,537) $ (34) $ (2,661) |
Weighted Average Assumptions Used in the Measurement of the Company's Benefit Obligation and Net Periodic Benefit Cost are as Follows | The weighted average assumptions used in the measurement of the Company’s benefit obligations are as follows: Pension Benefits Other Benefits 2022 2021 2022 2021 Discount rate 4.80 % 1.90 % 6.08 % 3.73 % Expected long-term return on plan assets 5.51 % 4.96 % N/A N/A Rate of compensation increases N/A N/A 5.00 % 5.00 % Rate of inflation 3.30 % 3.70 % N/A N/A The weighted average assumptions used in the measurement of the Company’s net periodic benefit cost are as follows: Pension Benefits Other Benefits 2022 2021 2020 2022 2021 2020 Discount rate 1.90 % 1.40 % 1.93 % 3.73 % 2.92 % 3.70 % Expected long-term return on plan assets 4.96 % 4.69 % 3.84 % N/A N/A N/A Rate of compensation increases N/A N/A N/A 5.00 % 5.00 % 5.00 % Rate of inflation 3.70 % 3.20 % 3.20 % N/A N/A N/A |
Weighted Average Asset Allocation of the Company’s Pension Fund Assets are as Follows | The weighted average asset allocation of the Company’s pension fund assets are as follows: Pension Plan Assets Asset category 2022 2021 Equity securities (includes equity mutual funds) 67 % 66 % Multi-asset securities 22 24 Cash and equivalents (includes money market funds) 1 — Alternative investments 10 10 Total 100 % 100 % |
Plan Assets at Fair Value Within the Fair Value Hierarchy, by Level | The following table sets forth by level, within the fair value hierarchy, the assets of the plans at fair value: Fair Value Measurements at December 31, 2022 (In thousands) Level 1 Level 2 Level 3 Total Cash and money market funds $ 829 $ — $ — $ 829 Mutual funds (1) — 55,441 — 55,441 Limited partnerships — — 6,028 6,028 Total $ 829 $ 55,441 $ 6,028 $ 62,298 Fair Value Measurements at December 25, 2021 (In thousands) Level 1 Level 2 Level 3 Total Cash and money market funds $ 292 $ — $ — $ 292 Mutual funds (2) — 71,465 — 71,465 Limited partnerships — — 7,721 7,721 Total $ 292 $ 71,465 $ 7,721 $ 79,478 (1) Approximately 78 percent of mutual funds are actively managed funds and approximately 22 percent of mutual funds are index funds. Additionally, 24 percent of the mutual funds’ assets are invested in non-U.S. multi-asset securities and 76 percent in non-U.S. equities. (2) Approximately 78 percent of mutual funds are actively managed funds and approximately 22 percent of mutual funds are index funds. Additionally, 27 percent of the mutual funds’ assets are invested in non-U.S. multi-asset securities and 73 percent in non-U.S. equities. |
Plan Assets Measured at Fair Value Using Significant Unobservable Inputs | The table below reflects the changes in the assets of the plan measured at fair value on a recurring basis using significant unobservable inputs (level 3 of fair value hierarchy) during the year ended December 31, 2022: (In thousands) Limited Partnerships Balance, December 25, 2021 $ 7,721 Net depreciation in fair value (1,693) Balance, December 31, 2022 $ 6,028 |
Future Benefit Plans Payments | The Company expects future benefits to be paid from the plans as follows: (In thousands) Pension Benefits Other Benefits 2023 $ 2,525 $ 1,067 2024 2,616 862 2025 2,710 1,001 2026 2,807 1,014 2027 2,908 834 2028-2032 16,180 4,097 Total $ 29,746 $ 8,875 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Components of Income Before Income Taxes | The components of income before income taxes were taxed under the following jurisdictions: (In thousands) 2022 2021 2020 Domestic $ 737,538 $ 518,080 $ 144,770 Foreign 138,493 123,059 64,419 Income before income taxes $ 876,031 $ 641,139 $ 209,189 |
Components of Income Tax Expense | Income tax expense consists of the following: (In thousands) 2022 2021 2020 Current tax expense: Federal $ 149,269 $ 107,804 $ 37,964 Foreign 36,719 34,455 16,221 State and local 41,214 16,186 5,182 Current tax expense 227,202 158,445 59,367 Deferred tax (benefit) expense: Federal (3,312) (3,504) (5,991) Foreign (192) 2,572 90 State and local (376) 8,345 1,855 Deferred tax (benefit) expense (3,880) 7,413 (4,046) Income tax expense $ 223,322 $ 165,858 $ 55,321 |
Income Tax Reconciliation | The difference between the reported income tax expense and a tax determined by applying the applicable U.S. federal statutory income tax rate to income before income taxes is reconciled as follows: (In thousands) 2022 2021 2020 Expected income tax expense $ 183,967 $ 134,639 $ 43,930 State and local income tax, net of federal benefit 32,184 21,132 5,949 Effect of foreign statutory rates different from U.S. and other foreign adjustments 7,443 11,185 2,783 Investment in unconsolidated affiliates 206 (679) (387) Other, net (478) (419) 3,046 Income tax expense $ 223,322 $ 165,858 $ 55,321 |
Components of Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: (In thousands) 2022 2021 Deferred tax assets: Inventories $ 16,829 $ 15,153 Other postretirement benefits and accrued items 7,260 8,382 Other reserves 8,046 9,962 Foreign tax attributes 5,750 6,410 State tax attributes, net of federal benefit 8,063 12,043 Stock-based compensation 5,249 3,608 Lease liability 4,540 4,988 Basis difference in unconsolidated affiliates 6,881 7,690 Total deferred tax assets 62,618 68,236 Less valuation allowance (21,505) (26,624) Deferred tax assets, net of valuation allowance 41,113 41,612 Deferred tax liabilities: Property, plant, and equipment 44,001 45,804 Lease asset 4,970 5,099 Other liabilities 2,918 1,765 Total deferred tax liabilities 51,889 52,668 Net deferred tax liabilities $ (10,776) $ (11,056) |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Share-Based Payment Arrangement, Activity | A summary of the activity and related information follows: Stock Options Restricted Stock Awards Performance Stock Awards (Shares in thousands) Shares Weighted Average Exercise Price Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Beginning of period 615 $ 28.42 577 $ 32.40 $ 624 $ 33.46 Granted — N/A 66 63.80 287 65.48 Exercised/Released (170) 26.31 (150) 32.49 (49) 34.26 Forfeited (3) 32.28 (2) 38.07 (1) 29.61 End of period 442 $ 29.20 491 $ 36.56 861 $ 44.07 |
Weighted Average Assumptions Used in Calculating Fair Value of Stock Options | The weighted average of key assumptions used in determining the fair value of options granted and a discussion of the methodology used to develop each assumption are as follows: 2022 2021 2020 Fair value of stock options on grant date N/A $ 15.6 $ 6.81 Expected term N/A 7.9 years 7.9 years Expected price volatility N/A 33.6 % 31.9 % Risk-free interest rate N/A 1.3 % 0.6 % Dividend yield N/A 1.1 % 1.7 % |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Schedule of Changes in AOCI by Component, Net of taxes and Noncontrolling Interest | The following table provides changes in AOCI by component, net of taxes and noncontrolling interest (amounts in parentheses indicate debits to AOCI): (In thousands) Cumulative Translation Adjustment Unrealized Gain (Loss) on Derivatives Pension/ Attributable to Unconsol. Affiliates Total Balance at December 26, 2020 $ (37,339) $ 984 $ (17,203) $ (1,325) $ (54,883) Other comprehensive (loss) income before reclassifications (4,964) 2,361 4,899 978 3,274 Amounts reclassified from AOCI — (2,542) 804 — (1,738) Balance at December 25, 2021 (42,303) 803 (11,500) (347) (53,347) Other comprehensive (loss) income before reclassifications (26,935) (6,983) 13,667 2,702 (17,549) Amounts reclassified from AOCI — 7,666 (945) — 6,721 Balance at December 31, 2022 $ (69,238) $ 1,486 $ 1,222 $ 2,355 $ (64,175) |
Schedule of Reclassification Adjustments Out of AOCI | Reclassification adjustments out of AOCI were as follows: Amount reclassified from AOCI (In thousands) 2022 2021 2020 Affected Line Item Unrealized losses (gains) on derivatives: Commodity contracts $ 9,891 $ (3,848) $ 6,337 Cost of goods sold (2,225) 1,306 (1,246) Income tax (benefit) expense $ 7,666 $ (2,542) $ 5,091 Net of tax and noncontrolling interests Amortization of net loss (gain) and prior service cost on employee benefit plans $ — $ — $ 11,642 Pension plan termination expense (1,277) 963 (998) Other income, net 332 (159) (2,353) Income tax expense (benefit) $ (945) $ 804 $ 8,291 Net of tax and noncontrolling interests |
Quarterly Financial Informati_2
Quarterly Financial Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information (Unaudited) | (In thousands, except per share data) First Second Third Fourth 2022 Net sales $ 1,010,002 $ 1,150,042 $ 944,830 $ 877,581 Gross profit (2) 265,491 329,128 266,193 256,781 Consolidated net income 159,248 207,524 155,813 140,235 Net income attributable to Mueller Industries, Inc. 158,316 206,552 154,542 138,906 Basic earnings per share 2.82 3.70 2.78 2.50 Diluted earnings per share 2.78 3.65 2.74 2.46 Dividends per share 0.25 0.25 0.25 0.25 2021 Net sales $ 818,148 $ 1,012,592 $ 982,248 $ 956,357 Gross profit (2) 149,730 212,880 237,983 229,763 Consolidated net income (3) 65,238 110,932 172,256 126,698 Net income attributable to Mueller Industries, Inc. 63,107 108,832 170,980 125,601 Basic earnings per share 1.13 1.95 3.05 2.24 Diluted earnings per share 1.11 1.92 3.01 2.21 Dividends per share 0.13 0.13 0.13 0.13 (1) The sum of quarterly amounts may not equal the annual amounts reported due to rounding. In addition, the earnings per share amounts are computed independently for each quarter, while the full year is based on the weighted average shares outstanding. (2) Gross profit is net sales less cost of goods sold, which excludes depreciation and amortization. (3) Includes income earned by H&C Flex, acquired during Q1 2021, and Mueller Middle East, acquired during Q4 2021. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2022 USD ($) renewal_option | Dec. 25, 2021 USD ($) | Dec. 26, 2020 USD ($) | Sep. 02, 2021 | |
Noncontrolling Interest [Line Items] | ||||
Performance obligation payment term | 60 days | |||
Temporary investments | $ 329,400 | $ 1,400 | ||
Allowance for doubtful accounts | $ 2,687 | 2,590 | ||
Number of operating lease renewal options | renewal_option | 1 | |||
Operating lease renewal term | 5 years | |||
Specified percentage over which unrecognized gains and losses are amortized | 10% | |||
Average remaining service period for the pension plans | 11 years 6 months | |||
Foreign currency transaction gains (losses) | $ 1,000 | $ (600) | $ (500) | |
Tecumseh Products Holdings LLC | ||||
Noncontrolling Interest [Line Items] | ||||
Equity method investment, ownership percentage | 50% | |||
Retail Distribution Business | ||||
Noncontrolling Interest [Line Items] | ||||
Equity method investment, ownership percentage | 17% | |||
Minimum | ||||
Noncontrolling Interest [Line Items] | ||||
Operating lease, lease term | 1 year | |||
Maximum | ||||
Noncontrolling Interest [Line Items] | ||||
Operating lease, lease term | 15 years | |||
Buildings | Minimum | ||||
Noncontrolling Interest [Line Items] | ||||
Property, plant and equipment, useful life | 20 years | |||
Buildings | Maximum | ||||
Noncontrolling Interest [Line Items] | ||||
Property, plant and equipment, useful life | 40 years | |||
Machinery and equipment | Minimum | ||||
Noncontrolling Interest [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | |||
Machinery and equipment | Maximum | ||||
Noncontrolling Interest [Line Items] | ||||
Property, plant and equipment, useful life | 20 years | |||
Jungwoo Metal Ind. Co., LTD | ||||
Noncontrolling Interest [Line Items] | ||||
Non-controlling ownership interest | 40% | |||
Mueller Middle East BSC | ||||
Noncontrolling Interest [Line Items] | ||||
Non-controlling ownership interest | 45% |
Acquisitions and Dispositions -
Acquisitions and Dispositions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 07, 2021 | Sep. 02, 2021 | Jul. 28, 2021 | Jan. 29, 2021 | Aug. 03, 2020 | Jan. 17, 2020 | Sep. 25, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | Oct. 25, 2021 | |
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Copper Bar | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration for sale of businesses | $ 10,100 | ||||||||||
Gain (loss) on disposal of businesses | $ 6,500 | ||||||||||
Assets | $ 3,600 | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Die-Mold | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration for sale of businesses | $ 22,800 | ||||||||||
Gain (loss) on disposal of businesses | $ 4,700 | ||||||||||
Net sales of disposed of business | 10,900 | $ 13,500 | |||||||||
Net income of disposed business | 2,200 | 2,300 | |||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Fabricated Tube Products and Shoals Tubular, Inc. | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Consideration for sale of businesses | $ 75,700 | ||||||||||
Gain (loss) on disposal of businesses | 46,600 | ||||||||||
Net sales of disposed of business | 37,000 | 51,500 | |||||||||
Net income of disposed business | 5,500 | $ 6,400 | |||||||||
Assets | 32,700 | ||||||||||
Carrying value of the liabilities disposed | $ 3,600 | ||||||||||
Mueller Middle East | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership interest acquired (as a percent) | 55% | ||||||||||
Total consideration paid | $ 20,017 | ||||||||||
Cash paid for acquisition | 15,800 | ||||||||||
Debt assumed | 2,600 | ||||||||||
Payment for contingent consideration liability | 1,000 | ||||||||||
Equity interest issued or issuable | $ 700 | ||||||||||
Asset acquisition, revenue from acquiree | $ 48,200 | ||||||||||
Decrease in goodwill | $ (11,200) | ||||||||||
Decrease in the noncontrolling interest | (5,600) | ||||||||||
Increase in property, plant, and equipment | 4,200 | ||||||||||
Decrease in liabilities | (900) | ||||||||||
Increase in intangible assets | $ 500 | ||||||||||
Hart & Cooley Flexible Duct Business | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total consideration paid | $ 15,300 | ||||||||||
Cash paid for acquisition | $ 14,000 | ||||||||||
Payment for contingent consideration liability | $ 1,300 | ||||||||||
Kessler | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total consideration paid | $ 57,233 | ||||||||||
Shoals | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Total consideration paid | $ 15,321 | ||||||||||
Retail Distribution Business | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Ownership interest acquired (as a percent) | 17% | 17% | |||||||||
Mueller Middle East | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Interest in the joint venture, ownership percentage | 15% | ||||||||||
Mueller Middle East | Joint Venture | |||||||||||
Business Acquisition [Line Items] | |||||||||||
Interest in the joint venture, ownership percentage | 40% |
Acquisitions and Dispositions_2
Acquisitions and Dispositions - Schedule of Recognized Identifiable Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Dec. 07, 2021 | Jan. 29, 2021 | Aug. 03, 2020 | Jan. 17, 2020 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 |
Business Acquisition [Line Items] | |||||||
Goodwill | $ 157,588 | $ 171,330 | $ 167,764 | ||||
Mueller Middle East | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 20,017 | ||||||
Accounts receivable | 10,652 | ||||||
Inventories | 4,727 | ||||||
Other current assets | 1,744 | ||||||
Property, plant, and equipment | 26,664 | ||||||
Operating lease right-of-use assets | 935 | ||||||
Goodwill | 864 | ||||||
Intangible assets | 452 | ||||||
Total assets acquired | 46,038 | ||||||
Accounts payable | 4,593 | ||||||
Current portion of operating lease liabilities | 0 | ||||||
Other current liabilities | 10,941 | ||||||
Noncurrent operating lease liabilities | 0 | ||||||
Other noncurrent liabilities | 692 | ||||||
Total liabilities assumed | 16,226 | ||||||
Noncontrolling interest | 9,795 | ||||||
Net assets acquired | $ 20,017 | ||||||
H&C Flex | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 15,279 | ||||||
Accounts receivable | 0 | ||||||
Inventories | 4,511 | ||||||
Other current assets | 0 | ||||||
Property, plant, and equipment | 10,813 | ||||||
Operating lease right-of-use assets | 0 | ||||||
Goodwill | 0 | ||||||
Intangible assets | 0 | ||||||
Total assets acquired | 15,324 | ||||||
Accounts payable | 0 | ||||||
Current portion of operating lease liabilities | 0 | ||||||
Other current liabilities | 45 | ||||||
Noncurrent operating lease liabilities | 0 | ||||||
Other noncurrent liabilities | 0 | ||||||
Total liabilities assumed | 45 | ||||||
Noncontrolling interest | 0 | ||||||
Net assets acquired | $ 15,279 | ||||||
Kessler | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 57,233 | ||||||
Accounts receivable | 0 | ||||||
Inventories | 25,106 | ||||||
Other current assets | 0 | ||||||
Property, plant, and equipment | 2,211 | ||||||
Operating lease right-of-use assets | 10,526 | ||||||
Goodwill, tax deductible amount | 11,600 | ||||||
Intangible assets | 16,600 | ||||||
Total assets acquired | 66,043 | ||||||
Accounts payable | 0 | ||||||
Current portion of operating lease liabilities | 1,692 | ||||||
Other current liabilities | 0 | ||||||
Noncurrent operating lease liabilities | 7,118 | ||||||
Other noncurrent liabilities | 0 | ||||||
Total liabilities assumed | 8,810 | ||||||
Noncontrolling interest | 0 | ||||||
Net assets acquired | $ 57,233 | ||||||
Shoals | |||||||
Business Acquisition [Line Items] | |||||||
Total consideration | $ 15,321 | ||||||
Accounts receivable | 660 | ||||||
Inventories | 1,809 | ||||||
Other current assets | 26 | ||||||
Property, plant, and equipment | 3,700 | ||||||
Operating lease right-of-use assets | 0 | ||||||
Goodwill | 1,870 | ||||||
Intangible assets | 7,480 | ||||||
Total assets acquired | 15,545 | ||||||
Accounts payable | 217 | ||||||
Current portion of operating lease liabilities | 0 | ||||||
Other current liabilities | 7 | ||||||
Noncurrent operating lease liabilities | 0 | ||||||
Other noncurrent liabilities | 0 | ||||||
Total liabilities assumed | 224 | ||||||
Noncontrolling interest | 0 | ||||||
Net assets acquired | $ 15,321 |
Acquisitions and Dispositions_3
Acquisitions and Dispositions - Schedule of Intangible Assets Identified (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 25, 2021 | Dec. 07, 2021 | Aug. 03, 2020 | Jan. 17, 2020 | |
Mueller Middle East | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 452 | |||
Kessler | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 16,600 | |||
Shoals | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 7,480 | |||
Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life | 20 years | |||
Customer relationships | Mueller Middle East | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 452 | |||
Customer relationships | Kessler | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 12,640 | |||
Customer relationships | Shoals | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 4,290 | |||
Non-compete agreements | Mueller Middle East | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 0 | |||
Non-compete agreements | Kessler | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 0 | |||
Non-compete agreements | Shoals | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 150 | |||
Patents and technology | Mueller Middle East | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 0 | |||
Patents and technology | Kessler | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 0 | |||
Patents and technology | Shoals | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 2,620 | |||
Trade names and licenses | Mueller Middle East | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 0 | |||
Trade names and licenses | Kessler | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 3,960 | |||
Trade names and licenses | Shoals | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 420 | |||
Minimum | Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life | 3 years | |||
Minimum | Patents and technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life | 10 years | |||
Minimum | Trade names and licenses | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life | 5 years | |||
Maximum | Non-compete agreements | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life | 5 years | |||
Maximum | Patents and technology | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life | 15 years | |||
Maximum | Trade names and licenses | ||||
Business Acquisition [Line Items] | ||||
Intangible assets, useful life | 10 years |
Segment Information - Narrative
Segment Information - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Sep. 02, 2021 | Jul. 28, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Revenue from External Customer [Line Items] | |||||
Disposal Group Not Discontinued Operation Gain Loss On Disposal Statement Of Income Extensible List Not Disclosed Flag | Corporate and Eliminations | ||||
Impairment charges | $ 0 | $ 2,829 | $ 3,771 | ||
Gain on sale of businesses | $ 0 | 57,760 | 0 | ||
Piping Systems | |||||
Revenue from External Customer [Line Items] | |||||
Impairment charges | 3,800 | ||||
Piping Systems | Operating Segments | |||||
Revenue from External Customer [Line Items] | |||||
Impairment charges | 0 | 3,771 | |||
Gain on sale of businesses | 0 | ||||
Industrial Metals | Operating Segments | |||||
Revenue from External Customer [Line Items] | |||||
Impairment charges | 0 | 0 | |||
Gain on sale of businesses | 6,454 | ||||
Climate | Operating Segments | |||||
Revenue from External Customer [Line Items] | |||||
Impairment charges | 2,829 | $ 0 | |||
Gain on sale of businesses | $ 0 | ||||
Die-Mold | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Revenue from External Customer [Line Items] | |||||
Gain (loss) on disposal of businesses | $ 4,700 | ||||
Fabricated Tube Products and Shoals Tubular, Inc. | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Revenue from External Customer [Line Items] | |||||
Gain (loss) on disposal of businesses | $ 46,600 |
Segment Information - Summary o
Segment Information - Summary of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 24, 2022 | Jun. 25, 2022 | Mar. 26, 2022 | Dec. 25, 2021 | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | $ 877,581 | $ 944,830 | $ 1,150,042 | $ 1,010,002 | $ 956,357 | $ 982,248 | $ 1,012,592 | $ 818,148 | $ 3,982,455 | $ 3,769,345 | $ 2,398,043 |
Cost of goods sold | 2,864,862 | 2,938,989 | 1,966,161 | ||||||||
Depreciation and amortization | 43,731 | 45,390 | 44,843 | ||||||||
Selling, general, and administrative expense | 203,086 | 184,052 | 159,483 | ||||||||
Gain on sale of businesses | 0 | (57,760) | 0 | ||||||||
Gain on sale of assets, net | (6,373) | 0 | 0 | ||||||||
Litigation settlement, net | 0 | 0 | (22,053) | ||||||||
Impairment charges | 0 | 2,829 | 3,771 | ||||||||
Operating income | 877,149 | 655,845 | 245,838 | ||||||||
Interest expense | (810) | (7,709) | (19,247) | ||||||||
Pension plan termination expense | (13,100) | 0 | (17,835) | ||||||||
Redemption premium | 0 | (5,674) | 0 | ||||||||
Environmental expense | (1,298) | (5,053) | (4,454) | ||||||||
Other income, net | 14,090 | 3,730 | 4,887 | ||||||||
Income before income taxes | 876,031 | 641,139 | 209,189 | ||||||||
Expenditures for long-lived assets | 37,639 | 65,122 | 51,146 | ||||||||
Segment assets | 2,242,399 | 1,728,936 | 2,242,399 | 1,728,936 | 1,528,568 | ||||||
Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 4,025,080 | 3,798,807 | 2,425,292 | ||||||||
Intersegment sales | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | (42,625) | (29,462) | (27,249) | ||||||||
Corporate and Eliminations | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | (42,625) | (29,462) | (27,249) | ||||||||
Cost of goods sold | (38,269) | (30,679) | (19,810) | ||||||||
Depreciation and amortization | 4,717 | 4,698 | 3,995 | ||||||||
Selling, general, and administrative expense | 61,744 | 49,278 | 41,367 | ||||||||
Gain on sale of businesses | (51,306) | ||||||||||
Gain on sale of assets, net | (6,373) | ||||||||||
Litigation settlement, net | (22,053) | ||||||||||
Impairment charges | 0 | 0 | |||||||||
Operating income | (64,444) | (1,453) | (30,748) | ||||||||
Expenditures for long-lived assets | 7,429 | 3,521 | 448 | ||||||||
Segment assets | 712,817 | 145,267 | 712,817 | 145,267 | 139,280 | ||||||
Piping Systems | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Impairment charges | 3,800 | ||||||||||
Piping Systems | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 2,730,084 | 2,600,030 | 1,583,002 | ||||||||
Cost of goods sold | 1,943,174 | 1,996,610 | 1,311,697 | ||||||||
Depreciation and amortization | 22,193 | 23,384 | 23,071 | ||||||||
Selling, general, and administrative expense | 93,655 | 93,749 | 78,744 | ||||||||
Gain on sale of businesses | 0 | ||||||||||
Gain on sale of assets, net | 0 | ||||||||||
Litigation settlement, net | 0 | ||||||||||
Impairment charges | 0 | 3,771 | |||||||||
Operating income | 671,062 | 486,287 | 165,719 | ||||||||
Expenditures for long-lived assets | 20,694 | 43,429 | 39,209 | ||||||||
Segment assets | 1,088,940 | 1,160,272 | 1,088,940 | 1,160,272 | 977,937 | ||||||
Industrial Metals | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 644,689 | 703,363 | 472,159 | ||||||||
Cost of goods sold | 543,004 | 605,715 | 398,000 | ||||||||
Depreciation and amortization | 7,647 | 6,929 | 7,528 | ||||||||
Selling, general, and administrative expense | 11,574 | 11,698 | 12,566 | ||||||||
Gain on sale of businesses | (6,454) | ||||||||||
Gain on sale of assets, net | 0 | ||||||||||
Litigation settlement, net | 0 | ||||||||||
Impairment charges | 0 | 0 | |||||||||
Operating income | 82,464 | 85,475 | 54,065 | ||||||||
Expenditures for long-lived assets | 6,905 | 5,744 | 5,968 | ||||||||
Segment assets | 160,702 | 173,290 | 160,702 | 173,290 | 152,683 | ||||||
Climate | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 650,307 | 495,414 | 370,131 | ||||||||
Cost of goods sold | 416,953 | 367,343 | 276,274 | ||||||||
Depreciation and amortization | 9,174 | 10,379 | 10,249 | ||||||||
Selling, general, and administrative expense | 36,113 | 29,327 | 26,806 | ||||||||
Gain on sale of businesses | 0 | ||||||||||
Gain on sale of assets, net | 0 | ||||||||||
Litigation settlement, net | 0 | ||||||||||
Impairment charges | 2,829 | 0 | |||||||||
Operating income | 188,067 | 85,536 | 56,802 | ||||||||
Expenditures for long-lived assets | 2,611 | 12,428 | 5,521 | ||||||||
Segment assets | $ 279,940 | $ 250,107 | 279,940 | 250,107 | 258,668 | ||||||
Tube and fittings | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 2,211,963 | 2,055,639 | 1,232,724 | ||||||||
Tube and fittings | Piping Systems | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 2,211,963 | 2,055,639 | 1,232,724 | ||||||||
Tube and fittings | Industrial Metals | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Tube and fittings | Climate | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Brass rod and forgings | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 510,865 | 565,870 | 356,547 | ||||||||
Brass rod and forgings | Piping Systems | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Brass rod and forgings | Industrial Metals | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 510,865 | 565,870 | 356,547 | ||||||||
Brass rod and forgings | Climate | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
OEM components, tube & assemblies | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 195,651 | 218,693 | 236,854 | ||||||||
OEM components, tube & assemblies | Piping Systems | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 0 | 32,557 | 56,176 | ||||||||
OEM components, tube & assemblies | Industrial Metals | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 74,647 | 48,572 | 42,127 | ||||||||
OEM components, tube & assemblies | Climate | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 121,004 | 137,564 | 138,551 | ||||||||
Valves and plumbing specialties | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 518,121 | 511,834 | 294,102 | ||||||||
Valves and plumbing specialties | Piping Systems | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 518,121 | 511,834 | 294,102 | ||||||||
Valves and plumbing specialties | Industrial Metals | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Valves and plumbing specialties | Climate | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Flex duct and other HVAC components | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 529,303 | 357,850 | 231,580 | ||||||||
Flex duct and other HVAC components | Piping Systems | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Flex duct and other HVAC components | Industrial Metals | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Flex duct and other HVAC components | Climate | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 529,303 | 357,850 | 231,580 | ||||||||
Other | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 59,177 | 88,921 | 73,485 | ||||||||
Other | Piping Systems | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 0 | 0 | 0 | ||||||||
Other | Industrial Metals | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | 59,177 | 88,921 | 73,485 | ||||||||
Other | Climate | Operating Segments | |||||||||||
Segment Reporting Information, Income (Loss) before Income Taxes [Abstract] | |||||||||||
Net sales | $ 0 | $ 0 | $ 0 |
Segment Information - Schedule
Segment Information - Schedule of Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 24, 2022 | Jun. 25, 2022 | Mar. 26, 2022 | Dec. 25, 2021 | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | $ 877,581 | $ 944,830 | $ 1,150,042 | $ 1,010,002 | $ 956,357 | $ 982,248 | $ 1,012,592 | $ 818,148 | $ 3,982,455 | $ 3,769,345 | $ 2,398,043 |
Long-lived assets: | 379,950 | 385,562 | 379,950 | 385,562 | 376,572 | ||||||
United States | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 2,965,053 | 2,791,571 | 1,765,810 | ||||||||
Long-lived assets: | 266,571 | 272,903 | 266,571 | 272,903 | 289,508 | ||||||
United Kingdom | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 297,582 | 330,908 | 207,754 | ||||||||
Long-lived assets: | 36,474 | 36,529 | 36,474 | 36,529 | 30,872 | ||||||
Canada | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 410,679 | 469,652 | 293,776 | ||||||||
Long-lived assets: | 23,354 | 26,422 | 23,354 | 26,422 | 29,582 | ||||||
Mexico | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 91,391 | 93,997 | 72,447 | ||||||||
Long-lived assets: | 2,358 | 966 | 2,358 | 966 | 503 | ||||||
Asia and Middle East | |||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Net sales | 217,750 | 83,217 | 58,256 | ||||||||
Long-lived assets: | $ 51,193 | $ 48,742 | $ 51,193 | $ 48,742 | $ 26,107 |
Cash, Cash Equivalents, and R_3
Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | Dec. 28, 2019 |
Cash and Cash Equivalents [Abstract] | ||||
Cash & cash equivalents | $ 461,018 | $ 87,924 | ||
Restricted cash included within other current assets | 4,176 | 2,349 | ||
Restricted cash included within other assets | 102 | 103 | ||
Total cash, cash equivalents, and restricted cash | $ 465,296 | $ 90,376 | $ 127,376 | $ 98,042 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 133,189 | $ 130,133 |
Work-in-process | 64,177 | 64,989 |
Finished goods | 265,842 | 245,226 |
Valuation reserves | (14,289) | (10,104) |
Inventories | $ 448,919 | $ 430,244 |
Inventories - Narrative (Detail
Inventories - Narrative (Details) - USD ($) $ in Millions | Dec. 31, 2022 | Dec. 25, 2021 |
Inventory Disclosure [Abstract] | ||
LIFO inventory amount | $ 16.5 | $ 18.5 |
FIFO cost of inventories | 117.3 | 140.4 |
FIFO value of inventory consigned to others | $ 14.3 | $ 11 |
Consolidated Financial Statem_3
Consolidated Financial Statement Details (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Other Current Liabilities [Abstract] | |||
Accrued discounts and allowances | $ 82,300 | $ 82,200 | |
Taxes payable, current | $ 24,600 | 35,700 | |
Environmental Loss Contingency, Current, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | ||
Environmental expense, non operating properties | $ 4,200 | 9,700 | |
Pension withdrawal liability, current | 13,100 | ||
Other (Expense) Income, Net [Abstract] | |||
Net periodic benefit income | 3,168 | 1,903 | $ 3,013 |
Interest income | 6,457 | 353 | 1,101 |
Gain on sale of securities | 2,918 | 0 | 0 |
Other | 1,547 | 1,474 | 773 |
Other income, net | $ 14,090 | $ 3,730 | $ 4,887 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 25, 2021 | |
Derivative [Line Items] | ||
Restricted cash in other current assets as collateral related to open derivative contracts | $ 4 | $ 2 |
Commodity Contract | ||
Derivative [Line Items] | ||
Deferred net gains (losses), net of tax, included in AOCI | 1.3 | |
Cash Flow Hedging | Commodity Contract | Long | ||
Derivative [Line Items] | ||
Open future contracts to purchase copper | $ 91.8 | |
Time period for open copper future contract | 9 months | |
Fair value of future contracts with gain (loss) position | $ 1.9 | |
Fair Value Hedging | Commodity Contract | Short | ||
Derivative [Line Items] | ||
Fair value of future contracts with gain (loss) position | 0.4 | |
Open future contracts to sell copper | $ 10.7 | |
Time period for open copper future contract sales | 5 months |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summary of Location and Fair Value (Details) - Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Derivatives, Fair Value [Line Items] | ||
Total derivative assets | $ 2,263 | $ 1,104 |
Total derivative liabilities | 0 | 353 |
Other current assets | Commodity contracts | ||
Derivatives, Fair Value [Line Items] | ||
Other current assets: Gain positions | 3,746 | 1,150 |
Other current assets: Loss positions | (1,483) | (46) |
Other current liabilities | Commodity contracts | ||
Derivatives, Fair Value [Line Items] | ||
Other current liability: Gain positions | 0 | 0 |
Other current liability: Loss positions | $ 0 | $ (353) |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Effects of Derivative Instruments on Statements of Income (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 25, 2021 | |
Commodity Contract | Not Designated as Hedging Instrument | Cost of goods sold | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain on commodity contracts (nonqualifying) | $ 20,659 | $ 217 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Amounts Recognized In and Reclassified From AOCI (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Loss) Gain Recognized in AOCI (Effective Portion), Net of Tax | $ 683 | $ (181) | $ 508 |
Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Loss) Gain Recognized in AOCI (Effective Portion), Net of Tax | (6,983) | 2,361 | |
Loss Reclassified from AOCI (Effective Portion), Net of Tax | 7,666 | (2,542) | |
Commodity contracts | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Loss) Gain Recognized in AOCI (Effective Portion), Net of Tax | (7,066) | 2,389 | |
Commodity contracts | Cost of goods sold | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Loss Reclassified from AOCI (Effective Portion), Net of Tax | 7,666 | (2,542) | |
Other | Cash Flow Hedging | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
(Loss) Gain Recognized in AOCI (Effective Portion), Net of Tax | 83 | (28) | |
Loss Reclassified from AOCI (Effective Portion), Net of Tax | $ 0 | $ 0 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Operating Lease Information (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 22,892 | $ 23,510 |
Current portion of operating lease liabilities | 4,942 | 6,015 |
Noncurrent operating lease liabilities | 16,880 | 17,099 |
Total operating lease liabilities | $ 21,822 | $ 23,114 |
Weighted average discount rate (as a percent) | 3.35% | 3.67% |
Weighted average remaining lease term (in years) | 6 years 10 days | 5 years 6 months 3 days |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 25, 2021 | |
Leases [Abstract] | ||
Operating lease costs | $ 8,220 | $ 8,365 |
Short term lease costs | 4,086 | 4,607 |
Total lease costs | 12,306 | 12,972 |
Cash paid for amounts included in the measurement of lease liabilities | $ 7,787 | $ 7,869 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Leases [Abstract] | ||
2023 | $ 5,574 | |
2024 | 4,130 | |
2025 | 3,281 | |
2026 | 3,111 | |
2027 | 2,801 | |
2028 and thereafter | 5,569 | |
Total lease payments | 24,466 | |
Less imputed interest | (2,644) | |
Total lease obligations | 21,822 | $ 23,114 |
Less current obligations | (4,942) | (6,015) |
Noncurrent lease obligations | $ 16,880 | $ 17,099 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 975,932 | $ 964,067 | |
Less accumulated depreciation | (595,982) | (578,505) | |
Property, plant, and equipment, net | 379,950 | 385,562 | |
Depreciation | 38,157 | 39,120 | $ 38,715 |
Land and land improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 32,707 | 34,050 | |
Buildings | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 234,480 | 238,033 | |
Machinery and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 653,997 | 657,673 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 54,748 | $ 34,311 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets - Schedule of Changes in Carrying Amount of Goodwill (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Sep. 25, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Goodwill [Roll Forward] | ||||
Goodwill | $ 217,169,000 | |||
Accumulated impairment charges, beginning of year | (49,405,000) | |||
Goodwill, net, beginning balance | $ 171,330,000 | 167,764,000 | ||
Additions | 12,098,000 | |||
Currency translation | (2,526,000) | (79,000) | ||
Reductions | (11,216,000) | (6,366,000) | ||
Impairment charges | $ (2,100,000) | (2,087,000) | ||
Goodwill | 206,993,000 | $ 217,169,000 | ||
Accumulated impairment charges, end of year | (49,405,000) | (49,405,000) | ||
Goodwill, net, ending balance | 157,588,000 | 171,330,000 | 167,764,000 | |
Impairment charges, excluding Turbotec | 0 | 0 | 0 | |
Piping Systems | ||||
Goodwill [Roll Forward] | ||||
Goodwill | 184,699,000 | |||
Accumulated impairment charges, beginning of year | (40,552,000) | |||
Goodwill, net, beginning balance | 151,764,000 | 144,147,000 | ||
Additions | 12,098,000 | |||
Currency translation | (2,526,000) | (79,000) | ||
Reductions | (11,216,000) | (4,402,000) | ||
Impairment charges | 0 | |||
Goodwill | 178,574,000 | 184,699,000 | ||
Accumulated impairment charges, end of year | (40,552,000) | (40,552,000) | ||
Goodwill, net, ending balance | 138,022,000 | 151,764,000 | 144,147,000 | |
Industrial Metals | ||||
Goodwill [Roll Forward] | ||||
Goodwill | 8,854,000 | |||
Accumulated impairment charges, beginning of year | (8,853,000) | |||
Goodwill, net, beginning balance | 1,000 | 1,000 | ||
Additions | 0 | |||
Currency translation | 0 | 0 | ||
Reductions | 0 | 0 | ||
Impairment charges | 0 | |||
Goodwill | 8,854,000 | 8,854,000 | ||
Accumulated impairment charges, end of year | (8,853,000) | (8,853,000) | ||
Goodwill, net, ending balance | 1,000 | 1,000 | 1,000 | |
Climate | ||||
Goodwill [Roll Forward] | ||||
Goodwill | 23,616,000 | |||
Accumulated impairment charges, beginning of year | 0 | |||
Goodwill, net, beginning balance | 19,565,000 | 23,616,000 | ||
Additions | 0 | |||
Currency translation | 0 | 0 | ||
Reductions | 0 | (1,964,000) | ||
Impairment charges | (2,087,000) | |||
Goodwill | 19,565,000 | 23,616,000 | ||
Accumulated impairment charges, end of year | 0 | 0 | ||
Goodwill, net, ending balance | $ 19,565,000 | $ 19,565,000 | $ 23,616,000 |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Carrying amount of intangible assets [Abstract] | |||
Expected amortization expense | $ 54,785 | ||
Amortization | 5,600 | $ 6,300 | $ 6,100 |
Customer relationships | |||
Carrying amount of intangible assets [Abstract] | |||
Gross Carrying Amount | 53,156 | 55,108 | |
Accumulated Amortization | (15,658) | (13,803) | |
Expected amortization expense | 37,498 | 41,305 | |
Non-compete agreements | |||
Carrying amount of intangible assets [Abstract] | |||
Gross Carrying Amount | 2,333 | 2,474 | |
Accumulated Amortization | (2,333) | (2,458) | |
Expected amortization expense | 0 | 16 | |
Patents and technology | |||
Carrying amount of intangible assets [Abstract] | |||
Gross Carrying Amount | 18,032 | 18,396 | |
Accumulated Amortization | (7,570) | (6,501) | |
Expected amortization expense | 10,462 | 11,895 | |
Trade names and licenses | |||
Carrying amount of intangible assets [Abstract] | |||
Gross Carrying Amount | 13,374 | 13,654 | |
Accumulated Amortization | (6,697) | (5,598) | |
Expected amortization expense | 6,677 | 8,056 | |
Other | |||
Carrying amount of intangible assets [Abstract] | |||
Gross Carrying Amount | 1,676 | 1,676 | |
Accumulated Amortization | (1,528) | (1,234) | |
Expected amortization expense | 148 | 442 | |
Other intangible assets | |||
Carrying amount of intangible assets [Abstract] | |||
Gross Carrying Amount | 88,571 | 91,308 | |
Accumulated Amortization | (33,786) | (29,594) | |
Expected amortization expense | $ 54,785 | $ 61,714 |
Goodwill and Other Intangible_5
Goodwill and Other Intangible Assets - Schedule of Future Amortization Expense (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2023 | $ 5,145 |
2024 | 4,930 |
2025 | 4,808 |
2026 | 4,663 |
2027 | 4,662 |
Thereafter | 30,577 |
Expected amortization expense | $ 54,785 |
Investment in Unconsolidated _3
Investment in Unconsolidated Affiliates - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2022 | Sep. 24, 2022 | Jun. 25, 2022 | Mar. 26, 2022 | Dec. 25, 2021 | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | Sep. 02, 2021 | |
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Net gain (loss) | $ 140,235 | $ 155,813 | $ 207,524 | $ 159,248 | $ 126,698 | $ 172,256 | $ 110,932 | $ 65,238 | $ 662,820 | $ 475,124 | $ 143,649 | |
Retail Distribution Business | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Net gain (loss) | 4,900 | 800 | ||||||||||
Tecumseh Products Holdings LLC | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Net gain (loss) | $ 5,200 | $ (1,700) | ||||||||||
Tecumseh Products Holdings LLC | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Interest in the joint venture, ownership percentage | 50% | 50% | ||||||||||
Retail Distribution Business | ||||||||||||
Schedule of Equity Method Investments [Line Items] | ||||||||||||
Interest in the joint venture, ownership percentage | 17% |
Investment in Unconsolidated _4
Investment in Unconsolidated Affiliates - Summary of Financial Information of Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 24, 2022 | Jun. 25, 2022 | Mar. 26, 2022 | Dec. 25, 2021 | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Balance sheet data [Abstract] | |||||||||||
Current assets | $ 1,534,653 | $ 1,019,003 | $ 1,534,653 | $ 1,019,003 | |||||||
Current liabilities | 348,295 | 382,439 | 348,295 | 382,439 | |||||||
Income statement data [Abstract] | |||||||||||
Net sales | 877,581 | $ 944,830 | $ 1,150,042 | $ 1,010,002 | 956,357 | $ 982,248 | $ 1,012,592 | $ 818,148 | 3,982,455 | 3,769,345 | $ 2,398,043 |
Gross profit | 256,781 | 266,193 | 329,128 | 265,491 | 229,763 | 237,983 | 212,880 | 149,730 | |||
Net income (loss) | 140,235 | $ 155,813 | $ 207,524 | $ 159,248 | 126,698 | $ 172,256 | $ 110,932 | $ 65,238 | 662,820 | 475,124 | $ 143,649 |
Tecumseh | |||||||||||
Balance sheet data [Abstract] | |||||||||||
Current assets | 248,808 | 214,550 | 248,808 | 214,550 | |||||||
Noncurrent assets | 77,395 | 76,406 | 77,395 | 76,406 | |||||||
Current liabilities | 190,746 | 169,155 | 190,746 | 169,155 | |||||||
Noncurrent liabilities | $ 43,003 | $ 46,059 | 43,003 | 46,059 | |||||||
Income statement data [Abstract] | |||||||||||
Net sales | 520,950 | 452,917 | |||||||||
Gross profit | 98,441 | 57,028 | |||||||||
Net income (loss) | $ 10,338 | $ (3,330) |
Debt - Narrative (Details)
Debt - Narrative (Details) | 12 Months Ended | |||||
Apr. 15, 2021 USD ($) | Dec. 31, 2022 USD ($) | Dec. 25, 2021 USD ($) | Dec. 26, 2020 USD ($) | Dec. 31, 2022 KRW (₩) | Mar. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | ||||||
Interest paid | $ 0 | $ 13,900,000 | $ 19,800,000 | |||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility maximum borrowing capacity | 400,000,000 | $ 500,000,000 | ||||
Revolving Credit Facility | Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility maximum borrowing capacity | 100,000,000 | |||||
Subordinated Debt | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of debt | $ 291,400,000 | |||||
Redemption premium | $ 5,700,000 | |||||
Revolving Credit Facility | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility maximum borrowing capacity | $ 400,000,000 | |||||
Credit Agreement | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding letters of credit | $ 33,100,000 | |||||
Credit Agreement | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility commitment fee | 0.15% | |||||
Credit Agreement | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility commitment fee | 0.30% | |||||
Credit Agreement | LIBOR | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.125% | |||||
Credit Agreement | LIBOR | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.125% | |||||
Credit Agreement | LIBOR | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.625% | |||||
Credit Agreement | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.125% | |||||
Credit Agreement | Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.125% | |||||
Credit Agreement | Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.625% | |||||
Credit Agreement | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Outstanding borrowings | $ 0 | $ 0 | ||||
Jungwoo-Mueller | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility maximum borrowing capacity | $ 15,000,000 | ₩ 20,000,000,000 |
Debt - Aggregate Annual Maturit
Debt - Aggregate Annual Maturities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Long-term Debt, Fiscal Year Maturity [Abstract] | |
2023 | $ 811 |
2024 | 222 |
2025 | 204 |
2026 | 0 |
2027 | 0 |
Thereafter | 1,500 |
Long-term debt | $ 2,737 |
Debt - Net Interest Expense (De
Debt - Net Interest Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Debt Disclosure [Abstract] | |||
Interest expense | $ 810 | $ 8,096 | $ 19,510 |
Capitalized interest | 0 | (387) | (263) |
Net interest expense | $ 810 | $ 7,709 | $ 19,247 |
Benefit Plans - Benefit Plan In
Benefit Plans - Benefit Plan Information (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Change in fair value of plan assets: | |||
Beginning balance | $ 79,478 | ||
Ending balance | 62,298 | $ 79,478 | |
Pension Benefits | |||
Change in benefit obligation: | |||
Obligation at beginning of year | 84,283 | 90,809 | |
Service cost | 0 | 0 | |
Interest cost | 1,450 | 1,272 | $ 3,260 |
Actuarial gain | (24,154) | (4,062) | |
Benefit payments | (2,512) | (2,832) | |
Foreign currency translation adjustment | (8,306) | (904) | |
Obligation at end of year | 50,761 | 84,283 | 90,809 |
Change in fair value of plan assets: | |||
Beginning balance | 79,478 | 78,480 | |
Actual return on plan assets | (6,371) | 4,791 | |
Employer contributions | 0 | 0 | |
Benefit payments | (2,512) | (2,832) | |
Foreign currency translation adjustment | (8,297) | (961) | |
Ending balance | 62,298 | 79,478 | 78,480 |
Funded (underfunded) status at end of year | 11,537 | (4,805) | |
Other Benefits | |||
Change in benefit obligation: | |||
Obligation at beginning of year | 11,825 | 12,782 | |
Service cost | 291 | 258 | 212 |
Interest cost | 346 | 281 | 430 |
Actuarial gain | (2,604) | (812) | |
Benefit payments | (547) | (634) | |
Foreign currency translation adjustment | (71) | (50) | |
Obligation at end of year | 9,240 | 11,825 | 12,782 |
Change in fair value of plan assets: | |||
Beginning balance | 0 | 0 | |
Actual return on plan assets | 0 | 0 | |
Employer contributions | 547 | 634 | |
Benefit payments | (547) | (634) | |
Foreign currency translation adjustment | 0 | 0 | |
Ending balance | 0 | 0 | $ 0 |
Funded (underfunded) status at end of year | $ (9,240) | $ (11,825) |
Benefit Plans - Amounts Recogni
Benefit Plans - Amounts Recognized in Accumulated OCI (Before the Effect of Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 25, 2021 | |
Pension Benefits | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Unrecognized net actuarial loss (gain) | $ 2,870 | $ 19,629 |
Unrecognized prior service credit | 0 | 0 |
Other Benefits | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Unrecognized net actuarial loss (gain) | (4,149) | (1,893) |
Unrecognized prior service credit | $ (19) | $ (1,930) |
Benefit Plans - Narrative (Deta
Benefit Plans - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Actuarial net loss | $ 500 | ||
Payable maximum period to be considered current | 12 months | ||
Ultimate health care cost trend rate | 4.10% | ||
Minimum | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Annual assumed rate of increase in the per capita cost of covered benefits | 4.70% | ||
Maximum | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Annual assumed rate of increase in the per capita cost of covered benefits | 7.20% | ||
Pension Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Total plan assets (as a percent) | 100% | 100% | |
Expected long-term rate of return on plan assets | 5.51% | 4.96% | |
Pension Benefits | Equity securities (includes equity mutual funds) | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Total plan assets (as a percent) | 67% | 66% | |
Pension Benefits | Alternative investments | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Total plan assets (as a percent) | 10% | 10% | |
Pension Benefits | Maximum | Equity securities (includes equity mutual funds) | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Total plan assets (as a percent) | 70% | ||
Pension Benefits | Maximum | Alternative investments | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Total plan assets (as a percent) | 10% | ||
Other Benefits | |||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |||
Curtailment gain | $ 1,756 | $ 0 | $ 2,591 |
Benefit Plans - Total Funded St
Benefit Plans - Total Funded Status of the Plans Recognized in the Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Pension Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Long-term asset | $ 11,537 | $ 0 |
Current liability | 0 | 0 |
Long-term liability | 0 | (4,805) |
Total (underfunded) funded status | 11,537 | (4,805) |
Other Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Long-term asset | 0 | 0 |
Current liability | (1,068) | (962) |
Long-term liability | (8,172) | (10,863) |
Total (underfunded) funded status | $ (9,240) | $ (11,825) |
Benefit Plans - Components of N
Benefit Plans - Components of Net Periodic Benefit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Components of net periodic benefit cost (income) [Abstract] | |||
Settlement charge | $ 0 | $ 0 | $ 11,642 |
Net periodic benefit (income) cost | (3,168) | (1,903) | (3,013) |
Pension Benefits | |||
Components of net periodic benefit cost (income) [Abstract] | |||
Interest cost | 1,450 | 1,272 | 3,260 |
Expected return on plan assets | (3,568) | (3,671) | (5,704) |
Amortization of net loss (gain) | 897 | 1,536 | 2,305 |
Settlement charge | 0 | 0 | 11,642 |
Service cost | 0 | 0 | |
Net periodic benefit (income) cost | (1,221) | (863) | 11,503 |
Other Benefits | |||
Components of net periodic benefit cost (income) [Abstract] | |||
Interest cost | 346 | 281 | 430 |
Amortization of net loss (gain) | (220) | (103) | (193) |
Service cost | 291 | 258 | 212 |
Amortization of prior service credit | (198) | (470) | (519) |
Curtailment gain | (1,756) | 0 | (2,591) |
Net periodic benefit (income) cost | $ (1,537) | $ (34) | $ (2,661) |
Benefit Plans - Weighted Averag
Benefit Plans - Weighted Average Assumptions Used in the Measurement of the Company's Benefit Obligation and Net Periodic Benefit Cost (Details) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Pension Benefits | |||
Weighted average assumptions in benefit obligations calculations [Abstract] | |||
Discount rate | 4.80% | 1.90% | |
Expected long-term return on plan assets | 5.51% | 4.96% | |
Rate of inflation | 3.30% | 3.70% | |
Weighted average assumptions in net periodic benefit calculations [Abstract] | |||
Discount rate | 1.90% | 1.40% | 1.93% |
Expected long-term return on plan assets | 4.96% | 4.69% | 3.84% |
Rate of inflation | 3.70% | 3.20% | 3.20% |
Other Benefits | |||
Weighted average assumptions in benefit obligations calculations [Abstract] | |||
Discount rate | 6.08% | 3.73% | |
Rate of compensation increases | 5% | 5% | |
Weighted average assumptions in net periodic benefit calculations [Abstract] | |||
Discount rate | 3.73% | 2.92% | 3.70% |
Rate of compensation increases | 5% | 5% | 5% |
Benefit Plans - Pension Assets
Benefit Plans - Pension Assets by Percentage (Details) - Pension Benefits | Dec. 31, 2022 | Dec. 25, 2021 |
Asset category | ||
Total plan assets (as a percent) | 100% | 100% |
Equity securities (includes equity mutual funds) | ||
Asset category | ||
Total plan assets (as a percent) | 67% | 66% |
Multi-asset securities | ||
Asset category | ||
Total plan assets (as a percent) | 22% | 24% |
Cash and equivalents (includes money market funds) | ||
Asset category | ||
Total plan assets (as a percent) | 1% | 0% |
Alternative investments | ||
Asset category | ||
Total plan assets (as a percent) | 10% | 10% |
Benefit Plans - Pension Asset_2
Benefit Plans - Pension Assets by Fair Value Level (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | $ 62,298 | $ 79,478 |
Approximate percentage of mutual funds actively managed | 78% | 78% |
Approximate percentage of mutual funds indexed funds | 22% | 22% |
Percentage of mutual funds' assets invested in U.S equities | 24% | 27% |
Percent of mutual funds assets invested in non US equities | 76% | 73% |
Level 1 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | $ 829 | $ 292 |
Level 2 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | 55,441 | 71,465 |
Level 3 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | 6,028 | 7,721 |
Cash and money market funds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | 829 | 292 |
Cash and money market funds | Level 1 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | 829 | 292 |
Cash and money market funds | Level 2 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | 0 | 0 |
Cash and money market funds | Level 3 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | 0 | 0 |
Mutual funds | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | 55,441 | 71,465 |
Mutual funds | Level 1 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | 0 | 0 |
Mutual funds | Level 2 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | 55,441 | 71,465 |
Mutual funds | Level 3 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | 0 | 0 |
Limited partnerships | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | 6,028 | 7,721 |
Limited partnerships | Level 1 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | 0 | 0 |
Limited partnerships | Level 2 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | 0 | 0 |
Limited partnerships | Level 3 | ||
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | ||
Long-term asset | $ 6,028 | $ 7,721 |
Benefit Plans - Assets of the P
Benefit Plans - Assets of the Plan Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Beginning balance | $ 79,478 |
Ending balance | 62,298 |
Pension Benefits | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Beginning balance | 79,478 |
Ending balance | 62,298 |
Fair Value, Inputs, Level 3 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Beginning balance | 7,721 |
Ending balance | 6,028 |
Fair Value, Inputs, Level 3 | Pension Benefits | Limited Partner | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Roll Forward] | |
Beginning balance | 7,721 |
Net depreciation in fair value | (1,693) |
Ending balance | $ 6,028 |
Benefit Plans - Contributions a
Benefit Plans - Contributions and Benefit Payments (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Pension Benefits | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
2023 | $ 2,525 |
2024 | 2,616 |
2025 | 2,710 |
2026 | 2,807 |
2027 | 2,908 |
2028-2032 | 16,180 |
Total | 29,746 |
Other Benefits | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Company's expected contribution to benefit plans in next fiscal year | 1,100 |
2023 | 1,067 |
2024 | 862 |
2025 | 1,001 |
2026 | 1,014 |
2027 | 834 |
2028-2032 | 4,097 |
Total | $ 8,875 |
Benefit Plans - Contributions_2
Benefit Plans - Contributions and Benefit Payments, Multiemployer Plan, 401(k) Plans and UMWA Benefit Plans (Details) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 USD ($) bargain_agreement | Dec. 25, 2021 USD ($) | Dec. 26, 2020 USD ($) | |
IAM Plan Trusts [Abstract] | |||
Number of collective bargaining agreements | bargain_agreement | 2 | ||
Multiemployer plan, contributions | $ 1.4 | $ 1.3 | $ 1.2 |
Maximum percentage of employer contributions (less than) | 5% | ||
Multiemployer plans, funded status (as a percent) | 80% | 80% | |
Multiemployer plans, withdrawal obligation recognized | $ 13.1 | ||
401 (k) Plan [Abstract] | |||
Compensation expense for the Company's matching contribution | $ 4.9 | $ 4.5 | $ 4 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Thousands | 1 Months Ended | 12 Months Ended | 36 Months Ended | ||||||||||
Mar. 31, 2022 potentially_responsible_party | Feb. 28, 2022 USD ($) ft smelter_site | Jan. 31, 2018 USD ($) potentially_responsible_party unilateral_administrative_order | Nov. 27, 2015 USD ($) | Aug. 31, 2015 mining_site | Dec. 31, 2022 USD ($) property smelter_site potentially_responsible_party | Dec. 25, 2021 USD ($) | Dec. 26, 2020 USD ($) | Oct. 31, 2008 import_entry | Dec. 31, 2022 USD ($) smelter_site potentially_responsible_party property | Dec. 29, 2018 potentially_responsible_party | Nov. 08, 2016 USD ($) | Apr. 19, 2010 | |
Loss Contingencies [Line Items] | |||||||||||||
Environmental expense | $ 1,400 | $ 5,000 | $ 4,200 | ||||||||||
Environmental Loss Contingency, Statement of Financial Position [Extensible Enumeration] | Environmental reserves, Other current liabilities | Environmental reserves, Other current liabilities | |||||||||||
Environmental Remediation Expense, Statement of Income or Comprehensive Income [Extensible Enumeration] | Environmental Remediation Expense, Non-Operating Properties | ||||||||||||
Environmental reserves | $ 20,500 | 27,400 | $ 20,500 | ||||||||||
Expected environmental expenditures for 2023 | 4,000 | 4,000 | |||||||||||
Expected environmental expenditures for 2024 | 2,000 | 2,000 | |||||||||||
Expected environmental expenditures for 2025 | 800 | 800 | |||||||||||
Expected environmental expenditures for 2026 | 700 | 700 | |||||||||||
Expected environmental expenditures for 2027 | 700 | 700 | |||||||||||
Expected environmental expenditures after 2027 | 12,300 | 12,300 | |||||||||||
Litigation settlement, net | $ 0 | 0 | (22,053) | ||||||||||
Letter of Credit | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Term of guarantees | 1 year | ||||||||||||
Letter of Credit | Revolving Credit Facility | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Payments required to be made under guarantees, maximum | $ 33,100 | $ 33,100 | |||||||||||
United States Department of Commerce Antidumping Review | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Assignment of antidumping duty rate on U.S. imports by Company subsidiaries (as a percent) | 48.33% | ||||||||||||
Payment for interest and duties | $ 3,000 | ||||||||||||
Number of import entries | import_entry | 795 | ||||||||||||
Deepwater Horizon Economic and Property Damage Claim | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Litigation settlement, net | $ 22,100 | ||||||||||||
East La Harpe | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of parties involved in settlement negotiations | smelter_site | 3 | 3 | |||||||||||
Southeast Kansas Sites | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Accrual for environmental loss contingencies, gross | $ 5,600 | ||||||||||||
Geographic boundary of sites | ft | 50 | ||||||||||||
Southeast Kansas Sites | Non operating Properties | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of parties involved in settlement negotiations | smelter_site | 3 | ||||||||||||
Southeast Kansas Sites - East La Harpe | Non operating Properties | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of parties involved in settlement negotiations | potentially_responsible_party | 2 | 2 | 2 | ||||||||||
Southeast Kansas Sites - Lanyon | Operating Properties | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of properties in remediation | property | 1,371 | 1,371 | |||||||||||
Shasta Area Mine Sites | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Period of permit, implementation of Best Management Practices | 10 years | ||||||||||||
Environmental remediation expense spending | $ 1,300 | ||||||||||||
Estimated remediation costs, term | 30 years | ||||||||||||
Shasta Area Mine Sites | Minimum | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Estimated remediation costs | $ 14,100 | ||||||||||||
Shasta Area Mine Sites | Maximum | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Estimated remediation costs | 16,100 | ||||||||||||
Lead Refinery Site | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Environmental expense | $ 400 | ||||||||||||
Amount other PRPs will pay to fund cleanup | $ 26,000 | ||||||||||||
Number of surrounding properties | property | 300 | ||||||||||||
Financial guarantee | $ 1,000 | ||||||||||||
Lead Refinery Site | Minimum | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Estimated remediation costs | $ 1,600 | ||||||||||||
Lead Refinery Site | Maximum | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Estimated remediation costs | $ 2,400 | ||||||||||||
Lead Refinery Site | Non operating Properties | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of parties involved in settlement negotiations | potentially_responsible_party | 2 | 2 | |||||||||||
Estimated remediation costs, term | 14 years | ||||||||||||
Lead Refinery NPL Site | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Environmental reserves | $ 4,500 | ||||||||||||
Number of UAOs | unilateral_administrative_order | 2 | ||||||||||||
Number of PRPs | potentially_responsible_party | 4 | 4 | |||||||||||
Site contingency, total costs | $ 25,000 | ||||||||||||
Site contingency, amount agreed upon to pay PRPs for past costs | 2,000 | ||||||||||||
Site contingency, additional reimbursement of past costs | $ 700 | ||||||||||||
Contingency charge | $ 7,600 | ||||||||||||
Reserve for settlement | $ 3,300 | ||||||||||||
Bonita Peak Mining District | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Number of mining sites | mining_site | 48 | ||||||||||||
Mueller Copper Tube Products, Inc. | Operating Properties | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Estimated remediation costs, term | 3 years | ||||||||||||
Mueller Copper Tube Products, Inc. | Operating Properties | Minimum | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Estimated remediation costs | $ 500 | ||||||||||||
Mueller Copper Tube Products, Inc. | Operating Properties | Maximum | |||||||||||||
Loss Contingencies [Line Items] | |||||||||||||
Estimated remediation costs | $ 700 |
Income Taxes - Components of In
Income Taxes - Components of Income Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ 737,538 | $ 518,080 | $ 144,770 |
Foreign | 138,493 | 123,059 | 64,419 |
Income before income taxes | $ 876,031 | $ 641,139 | $ 209,189 |
Income Taxes - Components of _2
Income Taxes - Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Current tax expense: | |||
Federal | $ 149,269 | $ 107,804 | $ 37,964 |
Foreign | 36,719 | 34,455 | 16,221 |
State and local | 41,214 | 16,186 | 5,182 |
Current tax expense | 227,202 | 158,445 | 59,367 |
Deferred tax (benefit) expense: | |||
Federal | (3,312) | (3,504) | (5,991) |
Foreign | (192) | 2,572 | 90 |
State and local | (376) | 8,345 | 1,855 |
Deferred tax (benefit) expense | (3,880) | 7,413 | (4,046) |
Income tax expense | $ 223,322 | $ 165,858 | $ 55,321 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Income Tax Disclosure [Abstract] | |||
Expected income tax expense | $ 183,967 | $ 134,639 | $ 43,930 |
State and local income tax, net of federal benefit | 32,184 | 21,132 | 5,949 |
Effect of foreign statutory rates different from U.S. and other foreign adjustments | 7,443 | 11,185 | 2,783 |
Investment in unconsolidated affiliates | 206 | (679) | (387) |
Other, net | (478) | (419) | 3,046 |
Income tax expense | $ 223,322 | $ 165,858 | $ 55,321 |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Deferred Tax Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 25, 2021 |
Deferred tax assets: | ||
Inventories | $ 16,829 | $ 15,153 |
Other postretirement benefits and accrued items | 7,260 | 8,382 |
Other reserves | 8,046 | 9,962 |
Foreign tax attributes | 5,750 | 6,410 |
State tax attributes, net of federal benefit | 8,063 | 12,043 |
Stock-based compensation | 5,249 | 3,608 |
Lease liability | 4,540 | 4,988 |
Basis difference in unconsolidated affiliates | 6,881 | 7,690 |
Total deferred tax assets | 62,618 | 68,236 |
Less valuation allowance | (21,505) | (26,624) |
Deferred tax assets, net of valuation allowance | 41,113 | 41,612 |
Deferred tax liabilities: | ||
Property, plant, and equipment | 44,001 | 45,804 |
Lease asset | 4,970 | 5,099 |
Other liabilities | 2,918 | 1,765 |
Total deferred tax liabilities | 51,889 | 52,668 |
Net deferred tax liabilities | $ (10,776) | $ (11,056) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Income Tax Disclosure [Abstract] | |||
State income tax credit carryforwards with expiration | $ 1 | ||
State net operating loss carryforwards with potential tax benefits | 7.1 | ||
Federal and foreign tax attributes with unlimited life | 4 | ||
Federal and foreign tax attributes with potential tax benefits | 0.7 | ||
Federal and foreign tax attributes with limited life | 1.1 | ||
Federal and foreign tax attributes, valuation allowance | 0.4 | ||
Income taxes paid | $ 238.3 | $ 132.9 | $ 49.3 |
Equity (Details)
Equity (Details) | Dec. 31, 2022 shares |
Equity [Abstract] | |
Authorization to repurchase shares of common stock (in shares) | 20,000,000 |
Shares repurchased (in shares) | 7,200,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expense | $ 17.8 | $ 9.8 | $ 8.6 |
Compensation for stock awards not yet recognized | $ 52.4 | ||
Compensation recognition period | 3 years 2 months 12 days | ||
Stock Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares available for future issuance (in shares) | 1,200 | ||
Weighted average grant-date fair value of options granted (in dollars per share) | $ 15.6 | $ 6.81 | |
Total intrinsic value of options exercised | $ 5.9 | $ 3.8 | $ 2.4 |
Total fair value of options, vested | 1.1 | $ 0.4 | $ 0.7 |
Aggregate intrinsic value of all outstanding options | $ 13.2 | ||
Weighted average remaining contractual term of all outstanding options | 4 years 3 months 18 days | ||
Outstanding options, exercisable (in shares) | 349 | ||
Aggregate intrinsic value of current exercisable shares | $ 10.7 | ||
Weighted average exercise price (in dollars per share) | $ 28.37 | ||
Weighted average remaining contractual term | 3 years 10 months 24 days | ||
Stock Options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock options vesting period | 5 years | ||
Stock options expiration period | 10 years | ||
Restricted Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value of awards granted (in dollars per share) | $ 63.80 | $ 44.08 | $ 29 |
Aggregate intrinsic value | $ 29 | ||
Fair value of options vested | $ 4.9 | $ 7 | $ 5.6 |
Performance Stock Awards | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value of awards granted (in dollars per share) | $ 65.48 | ||
Aggregate intrinsic value | $ 50.8 | ||
Fair value of options vested | $ 1.7 | ||
Weighted average grant-date fair value of options granted (in dollars per share) | $ 65.48 | $ 43.46 | $ 29.61 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Award Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Stock Options | |||
Shares | |||
Beginning balance (in shares) | 615 | ||
Granted (in shares) | 0 | ||
Exercised/Released (in shares) | (170) | ||
Forfeited (in shares) | (3) | ||
Ending balance (in shares) | 442 | 615 | |
Weighted Average Exercise Price | |||
Beginning balance (in dollars per share) | $ 28.42 | ||
Exercised/Released (in dollars per share) | 26.31 | ||
Forfeited (in dollars per share) | 32.28 | ||
Ending balance (in dollars per share) | $ 29.20 | $ 28.42 | |
Restricted Stock Awards | |||
Shares | |||
Beginning balance (in shares) | 577 | ||
Granted (in shares) | 66 | ||
Exercised/Released (in shares) | (150) | ||
Forfeited (in shares) | (2) | ||
Ending balance (in shares) | 491 | 577 | |
Weighted Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 32.40 | ||
Granted (in dollars per share) | 63.80 | $ 44.08 | $ 29 |
Exercised/Released (in dollars per share) | 32.49 | ||
Forfeited (in dollars per share) | 38.07 | ||
Ending balance (in dollars per share) | $ 36.56 | $ 32.40 | |
Performance Stock Awards | |||
Shares | |||
Beginning balance (in shares) | 624 | ||
Granted (in shares) | 287 | ||
Exercised/Released (in shares) | (49) | ||
Forfeited (in shares) | (1) | ||
Ending balance (in shares) | 861 | 624 | |
Weighted Average Grant Date Fair Value | |||
Beginning balance (in dollars per share) | $ 33.46 | ||
Granted (in dollars per share) | 65.48 | ||
Exercised/Released (in dollars per share) | 34.26 | ||
Forfeited (in dollars per share) | 29.61 | ||
Ending balance (in dollars per share) | $ 44.07 | $ 33.46 |
Stock-Based Compensation - Assu
Stock-Based Compensation - Assumptions in Determining Fair Value of Options Granted (Details) - Stock Options - $ / shares | 12 Months Ended | |
Dec. 25, 2021 | Dec. 26, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Fair value of stock options on grant date (in dollars per share) | $ 15.6 | $ 6.81 |
Expected term (in years) | 7 years 10 months 24 days | 7 years 10 months 24 days |
Expected price volatility (as a percent) | 33.60% | 31.90% |
Risk-free interest rate (as a percent) | 1.30% | 0.60% |
Dividend yield (as a percent) | 1.10% | 1.70% |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) - Changes in AOCI by Component, Net of Taxes and Noncontrolling Interest (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 25, 2021 | |
Changes in accumulated other comprehensive income [Roll Forward] | ||
Balance at beginning of year | $ 1,256,963 | |
Other comprehensive (loss) income before reclassifications | (17,549) | $ 3,274 |
Amounts reclassified from AOCI | 6,721 | (1,738) |
Balance at end of year | 1,813,964 | 1,256,963 |
Total | ||
Changes in accumulated other comprehensive income [Roll Forward] | ||
Balance at beginning of year | (53,347) | (54,883) |
Balance at end of year | (64,175) | (53,347) |
Cumulative Translation Adjustment | ||
Changes in accumulated other comprehensive income [Roll Forward] | ||
Balance at beginning of year | (42,303) | (37,339) |
Other comprehensive (loss) income before reclassifications | (26,935) | (4,964) |
Amounts reclassified from AOCI | 0 | 0 |
Balance at end of year | (69,238) | (42,303) |
Unrealized Gain (Loss) on Derivatives | ||
Changes in accumulated other comprehensive income [Roll Forward] | ||
Balance at beginning of year | 803 | 984 |
Other comprehensive (loss) income before reclassifications | (6,983) | 2,361 |
Amounts reclassified from AOCI | 7,666 | (2,542) |
Balance at end of year | 1,486 | 803 |
Pension/ OPEB Liability Adjustment | ||
Changes in accumulated other comprehensive income [Roll Forward] | ||
Balance at beginning of year | (11,500) | (17,203) |
Other comprehensive (loss) income before reclassifications | 13,667 | 4,899 |
Amounts reclassified from AOCI | (945) | 804 |
Balance at end of year | 1,222 | (11,500) |
Attributable to Unconsol. Affiliates | ||
Changes in accumulated other comprehensive income [Roll Forward] | ||
Balance at beginning of year | (347) | (1,325) |
Other comprehensive (loss) income before reclassifications | 2,702 | 978 |
Amounts reclassified from AOCI | 0 | 0 |
Balance at end of year | $ 2,355 | $ (347) |
Accumulated Other Comprehensi_4
Accumulated Other Comprehensive Income (Loss) - Reclassification Adjustments out of AOCI (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 24, 2022 | Jun. 25, 2022 | Mar. 26, 2022 | Dec. 25, 2021 | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Affected Line Item | |||||||||||
Income tax (benefit) expense | $ 223,322 | $ 165,858 | $ 55,321 | ||||||||
Net of tax and noncontrolling interests | $ (138,906) | $ (154,542) | $ (206,552) | $ (158,316) | $ (125,601) | $ (170,980) | $ (108,832) | $ (63,107) | (658,316) | (468,520) | (139,493) |
Pension plan termination expense | 0 | 0 | 11,642 | ||||||||
Other income, net | (14,090) | (3,730) | (4,887) | ||||||||
Pension Benefits | |||||||||||
Affected Line Item | |||||||||||
Pension plan termination expense | 0 | 0 | 11,642 | ||||||||
Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | Amount Reclassified from AOCI | |||||||||||
Affected Line Item | |||||||||||
Income tax (benefit) expense | (2,225) | 1,306 | (1,246) | ||||||||
Net of tax and noncontrolling interests | 7,666 | (2,542) | 5,091 | ||||||||
Accumulated Defined Benefit Plans Adjustment Attributable to Parent | Amount Reclassified from AOCI | |||||||||||
Affected Line Item | |||||||||||
Income tax (benefit) expense | 332 | (159) | (2,353) | ||||||||
Net of tax and noncontrolling interests | (945) | 804 | 8,291 | ||||||||
Other income, net | (1,277) | 963 | (998) | ||||||||
Commodity contracts | Accumulated Net Gain (Loss) from Cash Flow Hedges Attributable to Parent | Amount Reclassified from AOCI | |||||||||||
Affected Line Item | |||||||||||
Cost of goods sold | $ 9,891 | $ (3,848) | $ 6,337 |
Quarterly Financial Informati_3
Quarterly Financial Information (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2022 | Sep. 24, 2022 | Jun. 25, 2022 | Mar. 26, 2022 | Dec. 25, 2021 | Sep. 25, 2021 | Jun. 26, 2021 | Mar. 27, 2021 | Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Net sales | $ 877,581 | $ 944,830 | $ 1,150,042 | $ 1,010,002 | $ 956,357 | $ 982,248 | $ 1,012,592 | $ 818,148 | $ 3,982,455 | $ 3,769,345 | $ 2,398,043 |
Gross profit | 256,781 | 266,193 | 329,128 | 265,491 | 229,763 | 237,983 | 212,880 | 149,730 | |||
Consolidated net income | 140,235 | 155,813 | 207,524 | 159,248 | 126,698 | 172,256 | 110,932 | 65,238 | 662,820 | 475,124 | 143,649 |
Net income attributable to Mueller Industries, Inc. | $ 138,906 | $ 154,542 | $ 206,552 | $ 158,316 | $ 125,601 | $ 170,980 | $ 108,832 | $ 63,107 | $ 658,316 | $ 468,520 | $ 139,493 |
Basic earnings per share (in dollars per share) | $ 2.50 | $ 2.78 | $ 3.70 | $ 2.82 | $ 2.24 | $ 3.05 | $ 1.95 | $ 1.13 | $ 11.80 | $ 8.36 | $ 2.50 |
Diluted earnings per share (in dollars per share) | 2.46 | 2.74 | 3.65 | 2.78 | 2.21 | 3.01 | 1.92 | 1.11 | 11.64 | 8.25 | 2.47 |
Dividends per share (in dollars per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | $ 1 | $ 0.52 | $ 0.40 |
Related Party Transactions (Det
Related Party Transactions (Details) - Non-Controlling Interest in South Korean Joint Venture | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |
Ownership of copper mill (percent) | 100% |
Related party purchases | $ 22,200,000 |
Related party payables | $ 0 |
Schedule II - Valuation And Q_2
Schedule II - Valuation And Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 25, 2021 | Dec. 26, 2020 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | $ 2,590 | $ 1,538 | $ 770 |
Charged to costs and expenses | 323 | 1,216 | 1,208 |
Other additions | 0 | 0 | 0 |
Deductions | 226 | 164 | 440 |
Balance at end of year | 2,687 | 2,590 | 1,538 |
Environmental reserves | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | 27,426 | 24,001 | 20,866 |
Charged to costs and expenses | 1,367 | 4,964 | 4,242 |
Other additions | 0 | 0 | 0 |
Deductions | 8,259 | 1,539 | 1,107 |
Balance at end of year | 20,534 | 27,426 | 24,001 |
Valuation allowance for deferred tax assets | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of year | 26,624 | 27,199 | 23,130 |
Charged to costs and expenses | (1,648) | 108 | 2,317 |
Other additions | 509 | 642 | 1,898 |
Deductions | 3,981 | 1,325 | 146 |
Balance at end of year | $ 21,504 | $ 26,624 | $ 27,199 |