8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):   October 21, 2014

   MUELLER INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-6770	25-0790410
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

8285 Tournament Drive Suite 150   Memphis, Tennessee	38125
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:   (901) 753-3200

Registrant's Former Name or Address, if changed since last report:   N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Item 2.02. Results of Operations and Financial Condition.

On October 21, 2014, the Registrant issued a press release announcing earnings for the quarter ended September 27, 2014.  A copy of the press release announcing the third quarter 2014 earnings is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release, dated October 21, 2014 reporting third quarter 2014 earnings.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	MUELLER INDUSTRIES, INC.
	By:	/s/ Jeffrey A. Martin
	Name:	Jeffrey A. Martin
	Title:	Chief Financial Officer and Treasurer
Date:  October 21, 2014

3

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated October 21, 2014.

EX-99.1

Exhibit 99.1

Mueller Industries, Inc. Reports Third Quarter 2014 Earnings

MEMPHIS, Tenn., October 21, 2014 -- Mueller Industries, Inc. (NYSE: MLI) announced today net income of $23.8 million, or 42 cents per diluted share, for the third quarter of 2014.  This compares with net income of $19.5 million, or 35 cents per diluted share, earned from normal operations in the third quarter of 2013.  During the third quarter of 2013, the Company reported an additional after-tax net gain of $20.3 million, or 36 cents per diluted share, related to non-recurring items.

Net sales for the third quarter were $602.8 million compared with $528.9 million for the same quarter in 2013.  The growth in net sales was driven by unit volume increases of 16.6 percent, of which two thirds came from acquisitions; partially offset by the decline in copper values year-over-year.

Financial highlights for the quarter:

-   Results include $1.1 million of severance and other charges related to the ongoing reorganization of the acquired Yorkshire Copper Tube business.

-   Quarter ending cash totaled $259.9 million equal to $4.57 per share.

-   Stockholders’ equity was $774.6 million equal to a book value per share of $13.62.

-   Debt to total capitalization was 23.1 percent and the current ratio was 4.0 to 1.

Regarding the outlook, Greg Christopher, CEO said, “In the third quarter, continued signs of increased activity in the private non-residential construction segment are encouraging.  This is a welcome development as past experience shows that once this segment gains momentum, it tends to persist.

“Furthermore the residential segment of our business continues to idle along while improving at a modest pace, with housing starts likely to remain under one million units in 2014.  A ramp-up in starts will accompany further gains in the U.S. economy.”

Mueller Industries, Inc. is a leading manufacturer of copper tube and fittings; brass and copper alloy rod, bar and shapes; aluminum and brass forgings; aluminum and copper impact extrusions; plastic fittings and valves; refrigeration valves and fittings; and fabricated tubular products.  Mueller’s operations are located throughout the United States and in Canada, Mexico, Great Britain, and China.  Mueller’s business is importantly linked to: (1) the construction of new homes; (2) the improvement and reconditioning of existing homes and structures; and (3) the commercial construction market that includes office buildings, factories, hotels, hospitals, etc.

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Page 1  of 6

Statements in this release that are not strictly historical may be “forward-looking” statements, which involve risks and uncertainties.  These include economic and currency conditions, continued availability of raw materials and energy, market demand, pricing, competitive and technological factors, and the availability of financing, among others, as set forth in the Company's SEC filings.  The words “outlook,” “estimate,” “project,” “intend,” “expect,” “believe,” “target,” and similar expressions are intended to identify forward-looking statements.  The reader should not place undue reliance on forward-looking statements, which speak only as of the date of this report.  The Company has no obligation to publicly update or revise any forward-looking statements to reflect events after the date of this report.

CONTACT

Jeffrey A. Martin

(901)753-3226

Page 2  of 6

MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	For the Quarter Ended						For the Nine Months Ended
(In thousands, except per share data)	September 27, 2014			September 28, 2013			September 27, 2014			September 28, 2013
Net sales	$	602,820		$	528,854		$	1,826,885		$	1,670,826
Cost of goods sold		521,278			456,302			1,574,830			1,440,277
Depreciation and amortization		8,952			7,882			25,651			24,364
Selling, general, and administrative expense		34,864			32,921			102,167			99,078
Gain on sale of plastic fittings manufacturing assets		—			(39,765	)		—			(39,765	)
Impairment charges		—			4,304			—			4,304
Insurance settlements		—			—			—			(106,332	)
Operating income		37,726			67,210			124,237			248,900
Interest expense		(1,430	)		(1,243	)		(3,913	)		(2,940	)
Other income, net		225			842			440			4,324
Income before income taxes		36,521			66,809			120,764			250,284
Income tax expense		(12,199	)		(26,816	)		(36,279	)		(92,015	)
Consolidated net income		24,322			39,993			84,485			158,269
Net income attributable to noncontrolling interest		(499	)		(129	)		(911	)		(1,053	)
Net income attributable to Mueller Industries, Inc.	$	23,823		$	39,864		$	83,574		$	157,216
Weighted average shares for basic earnings per share		56,107			55,787			55,999			55,704
Effect of dilutive stock-based awards		637			723			746			737
Adjusted weighted average shares for diluted earnings per share		56,744			56,510			56,745			56,441
Basic earnings per share	$	0.42		$	0.71		$	1.49		$	2.82
Diluted earnings per share	$	0.42		$	0.71		$	1.47		$	2.79
Dividends per share	$	0.075		$	0.0625		$	0.225		$	0.1875
Summary Segment Data:
Net sales:
Plumbing & Refrigeration Segment	$	357,843		$	301,622		$	1,093,060		$	942,109
OEM Segment		247,883			230,396			743,322			741,227
Elimination of intersegment sales		(2,906	)		(3,164	)		(9,497	)		(12,510	)
Net sales	$	602,820		$	528,854		$	1,826,885		$	1,670,826
Operating income:
Plumbing & Refrigeration Segment	$	20,156		$	54,271		$	76,371		$	206,708
OEM Segment		23,977			19,937			68,479			61,199
Unallocated expenses		(6,407	)		(6,998	)		(20,613	)		(19,007	)
Operating income	$	37,726		$	67,210		$	124,237		$	248,900

Page 3  of 6

MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)	September 27, 2014		December 28, 2013
ASSETS
Cash and cash equivalents	$	259,858	$	311,800
Accounts receivable, net		332,508		271,847
Inventories		282,493		251,716
Other current assets		49,319		39,354
Total current assets		924,178		874,717
Property, plant, and equipment, net		246,169		244,457
Other assets		157,389		128,593
	$	1,327,736	$	1,247,767
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of debt	$	37,207	$	29,083
Accounts payable		92,342		80,897
Other current liabilities		103,774		109,276
Total current liabilities		233,323		219,256
Long-term debt		205,500		206,250
Pension and postretirement liabilities		25,860		27,426
Environmental reserves		21,557		22,144
Deferred income taxes		33,342		35,975
Other noncurrent liabilities		581		849
Total liabilities		520,163		511,900
Total Mueller Industries, Inc. stockholders’ equity		774,562		703,405
Noncontrolling interest		33,011		32,462
Total equity		807,573		735,867
	$	1,327,736	$	1,247,767

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MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended
(In thousands)	September 27, 2014			September 28, 2013
Cash flows from operating activities
Consolidated net income	$	84,485		$	158,269
Reconciliation of consolidated net income to net cash     provided by operating activities:
Depreciation and amortization		25,888			24,583
Stock-based compensation expense		4,957			4,560
Insurance settlements		—			(106,332	)
Insurance proceeds – noncapital related		—			32,395
Gain on sale of plastic fittings manufacturing assets		—			(39,765	)
Gain on disposal of properties		(1,146	)		(3,316	)
Impairment charges		—			4,304
Deferred income taxes		(6,908	)		14,152
Income tax benefit from exercise of stock options		(829	)		(670	)
Changes in assets and liabilities, net of business acquired:
Receivables		(62,854	)		(38,370	)
Inventories		(14,868	)		(4,566	)
Other assets		(15,272	)		4,886
Current liabilities		(8,675	)		19,649
Other liabilities		(797	)		(297	)
Other, net		223			508
Net cash provided by operating activities		4,204			69,990
Cash flows from investing activities
Capital expenditures		(28,406	)		(33,402	)
Acquisition of business		(30,137	)		—
Insurance proceeds for property and equipment		—			29,910
Net withdrawals from (deposits into) restricted cash balances		2,507			(2,473	)
Proceeds from the sales of assets		4,920			64,966
Net cash (used in) provided by investing activities		(51,116	)		59,001
Cash flows from financing activities
Dividends paid to stockholders of Mueller Industries, Inc.		(12,606	)		(10,449	)
Debt issuance cost		—			(50	)
Issuance of debt by Mueller Europe, Limited, net		12,008			—
(Repayment) issuance of debt by joint venture, net		(3,170	)		4,940
Net cash used to settle stock-based awards		(887	)		(337	)
Repurchase of common stock		(58	)		—
Repayments of long-term debt		(800	)		(750	)
Income tax benefit from exercise of stock options		829			670
Net cash used in financing activities		(4,684	)		(5,976	)
Effect of exchange rate changes on cash		(346	)		228
(Decrease) increase in cash and cash equivalents		(51,942	)		123,243
Cash and cash equivalents at the beginning of the period		311,800			198,934
Cash and cash equivalents at the end of the period	$	259,858		$	322,177

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MUELLER INDUSTRIES, INC.

Reconciliation of Net Income as Reported to Pro Forma Without Gain on Sale of

Plastic Fittings Manufacturing Assets and Impairment Charges

(Unaudited)

Earnings attributable to normal operations without the gain on sale of plastic fittings manufacturing assets and impairment charges is a measurement not derived in accordance with generally accepted accounting principles (GAAP).  Excluding the gain on sale of plastic fittings manufacturing assets and impairment charges is useful as it measures the operating results that are the outcome of daily operating decisions made in the normal course of business.  Reconciliation of earnings attributable to normal operations without the gain on sale of plastic fittings manufacturing assets and impairment charges to net income as reported is as follows:

	For the Quarter Ended September 28, 2013
				Impact of
(In thousands, except per share data)	As Reported			Gain on Sale of Plastic Fittings Manufacturing Assets			Impairment Charges			Pro Forma
Operating income	$	67,210		$	39,765		$	(4,304	)	$	31,749
Interest expense		(1,243	)		—			—			(1,243	)
Other income, net		842			—			—			842
Income before income taxes		66,809			39,765			(4,304	)		31,348
Income tax expense		(26,816	)		(16,845	)		1,719			(11,690	)
Consolidated net income		39,993			22,920			(2,585	)		19,658
Net income attributable to noncontrolling interest		(129	)		—			—			(129	)
Net income attributable to Mueller Industries, Inc.	$	39,864		$	22,920		$	(2,585	)	$	19,529
Diluted earnings per share	$	0.71		$	0.41		$	(0.05	)	$	0.35

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