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): February 3, 2015

 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):

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

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

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

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

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Item 2.02.  Results of Operations and Financial Condition.

On February 3, 2015 the Registrant issued a press release announcing earnings for the quarter and year ended December 27, 2014.  A copy of the press release announcing the fourth quarter and fiscal 2014 earnings is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release, dated February 3, 2015 reporting fourth quarter and fiscal 2014 earnings.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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:  February 3, 2015

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Exhibit Index

Exhibit No.	Description
99.1	Press release, dated February 3, 2015.

EX-99.1

Mueller Industries, Inc. Reports Fourth Quarter and Fiscal 2014 Earnings

MEMPHIS, Tenn., February 3, 2015-- Mueller Industries, Inc. (NYSE: MLI) announced today that net income for the fourth quarter ending December 27, 2014 was $18.0 million, or 32 cents per diluted share.  This compares with net income of $15.4 million, or 27 cents per diluted share in the fourth quarter of 2013.

During the fourth quarter of 2014, the Company recognized gains on the sale of its ABS plastic pipe equipment and the sale of its U.K. based import distribution business totaling $4.8 million; offset by severance charges of $4.2 million related to the ongoing reorganization of the Yorkshire Copper Tube business acquired in early 2014.

For the 2014 fiscal year, net income was $101.6 million, or $ 1.79 per diluted share, on net sales of $2.4 billion.  This compares with net income of $172.6 million, or $3.06 per diluted share, on net sales of $2.2 billion for 2013.  In both 2014 and 2013 net income includes several unusual items. Excluding these unusual items*, fiscal year 2014 net income was $103.3 million, or $1.82 per diluted share, compared to $86.4 million, or $1.53 per diluted share in 2013, a 19 percent increase.

Financial and Operating Highlights:

●  Unit volume increases, offset by decreases in copper prices, drove the increase in net sales for both the fourth quarter and the full year.

o   Volume increased 18.9 percent for the quarterand 14.9 percent for the year compared to the same periods in 2013.  Our acquired businesses contributed 5.8 percent and 8.6 percent of the unit volume increases, respectively.

o   The average price of copper for 2014 was $3.12 or 22 cents per pound lower than 2013.  For the fourth quarter the average price of copper was $2.99 or 30 cents per pound lower than the same period the year prior.

●  For the 2014 fiscal year, cash generated from operations was $90.6 million.  The Company ended the year with $352.1 million of cash on hand or $6.19 per share.

●  Debt to total capitalization was 23 percent at year-end and the current ratio was 4.0 to 1.

Regarding the outlook, Greg Christopher, Mueller’s CEO said, “We are pleased with the continued improvement in our business performance.  Unit volumes improved in all four quarters in 2014 versus the prior year and continue to rise with the gradual improvement of the markets we serve.  We are encouraged by the market trend and anticipate continued strengthening in 2015.”

* See schedule of unusual items attached to this release.

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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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,” “encourage,” “anticipate,” 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

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MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	For the Quarter Ended						For the Year Ended
(In thousands, except per share data)	December 27, 2014			December 28, 2013			December 27, 2014			December 28, 2013
Net sales	$	537,342		$	487,715		$	2,364,227		$	2,158,541
Cost of goods sold		468,889			421,812			2,043,719			1,862,089
Depreciation and amortization		8,084			8,030			33,735			32,394
Selling, general, and administrative expense		31,228			35,836			131,740			134,914
Gain on sale of assets		(4,842	)		—			(6,259	)		(39,765	)
Severance		4,224			—			7,296			—
Impairment charges		—			—			—			4,304
Insurance settlements		—			—			—			(106,332	)
Operating income		29,759			22,037			153,996			270,937
Interest expense		(1,827	)		(1,050	)		(5,740	)		(3,990	)
Other (expense) income, net		(683	)		127			(243	)		4,451
Income before income taxes		27,249			21,114			148,013			271,398
Income tax expense		(9,200	)		(6,094	)		(45,479	)		(98,109	)
Consolidated net income		18,049			15,020			102,534			173,289
Net (income) loss attributable to noncontrolling interest		(62	)		364			(974	)		(689	)
Net income attributable to Mueller Industries, Inc.	$	17,987		$	15,384		$	101,560		$	172,600
Weighted average shares for basic earnings per share		56,169			55,854			56,042			55,742
Effect of dilutive stock-based awards		668			760			726			742
Adjusted weighted average shares for diluted earnings per share		56,837			56,614			56,768			56,484
Basic earnings per share	$	0.32		$	0.28		$	1.81		$	3.10
Diluted earnings per share	$	0.32		$	0.27		$	1.79		$	3.06
Dividends per share	$	0.0750		$	0.0625		$	0.3000		$	0.2500
Summary Segment Data:
Net sales:
Plumbing & Refrigeration Segment	$	323,641		$	283,197		$	1,416,701		$	1,225,306
OEM Segment		216,592			206,557			959,914			947,784
Elimination of intersegment sales		(2,891	)		(2,039	)		(12,388	)		(14,549	)
Net sales	$	537,342		$	487,715		$	2,364,227		$	2,158,541
Operating income:
Plumbing & Refrigeration Segment	$	16,859		$	12,438		$	93,230		$	219,146
OEM Segment		17,235			15,432			85,714			76,631
Unallocated expenses		(4,335	)		(5,833	)		(24,948	)		(24,840	)
Operating income	$	29,759		$	22,037		$	153,996		$	270,937

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MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)	December 27, 2014		December 28, 2013
ASSETS
Cash and cash equivalents	$	352,134	$	311,800
Accounts receivable, net		275,065		271,847
Inventories		256,585		251,716
Other current assets		57,429		39,354
Total current assets		941,213		874,717
Property, plant, and equipment, net		245,910		244,457
Other assets		140,973		128,593
	$	1,328,096	$	1,247,767
LIABILITIES AND STOCKHOLDERS' EQUITY
Current portion of debt	$	36,194	$	29,083
Accounts payable		100,735		80,897
Other current liabilities		101,140		109,276
Total current liabilities		238,069		219,256
Long-term debt		205,250		206,250
Pension and postretirement liabilities		41,556		27,426
Environmental reserves		21,842		22,144
Deferred income taxes		24,556		35,975
Other noncurrent liabilities		1,389		849
Total liabilities		532,662		511,900
Total Mueller Industries, Inc. stockholders’ equity		762,150		703,405
Noncontrolling interest		33,284		32,462
Total equity		795,434		735,867
	$	1,328,096	$	1,247,767

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MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Year Ended
(In thousands)	December 27, 2014			December 28, 2013
Cash flows from operating activities
Consolidated net income	$	102,534		$	173,289
Reconciliation of consolidated net income to net cash     provided by operating activities:
Depreciation and amortization		34,076			32,693
Stock-based compensation expense		6,265			5,704
Insurance settlements		—			(106,332	)
Insurance proceeds – noncapital related		—			32,395
Gain on disposal of assets		(5,405	)		(42,300	)
Impairment charges		—			4,304
Deferred income taxes		(6,495	)		19,213
Income tax benefit from exercise of stock options		(837	)		(719	)
Changes in assets and liabilities, net of business acquired:
Receivables		(21,932	)		19,110
Inventories		1,381			5,963
Other assets		(23,652	)		562
Current liabilities		5,849			(14,139	)
Other liabilities		(2,223	)		(1,935	)
Other, net		1,044			705
Net cash provided by operating activities		90,605			128,513
Cash flows from investing activities
Capital expenditures		(39,173	)		(41,349	)
Acquisition of business, net of cash acquired		(30,137	)		(55,276	)
Proceeds from sale of assets, net of cash transferred		33,788			65,147
Insurance proceeds for property and equipment		—			29,910
Net deposits into restricted cash balances		(2,902	)		(1,417	)
Net cash used in investing activities		(38,424	)		(2,985	)
Cash flows from financing activities
Dividends paid to stockholders of Mueller Industries, Inc.		(16,819	)		(13,941	)
Debt issuance cost		—			(50	)
Issuance of debt by joint venture, net		7,258			857
Net cash used to settle stock-based awards		(719	)		(228	)
Repurchase of common stock		(58	)		—
Repayments of long-term debt		(1,050	)		(1,000	)
Income tax benefit from exercise of stock options		837			719
Net cash used in financing activities		(10,551	)		(13,643	)
Effect of exchange rate changes on cash		(1,296	)		981
Increase in cash and cash equivalents		40,334			112,866
Cash and cash equivalents at the beginning of the period		311,800			198,934
Cash and cash equivalents at the end of the period	$	352,134		$	311,800

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MUELLER INDUSTRIES, INC.

Reconciliation of Net Income as Reported to Pro Forma Without Unusual Items

(Unaudited)

Earnings attributable to normal operations without the unusual items noted below is a measurement not derived in accordance with generally accepted accounting principles (GAAP).  Excluding these items 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 unusual items to net income as reported is as follows:

	For the Year Ended December 27, 2014
				Impact of
(In thousands, except per share data)	As Reported			Yorkshire Copper Tube Severance			Gain on Sale of Assets			Pro forma
Operating income	$	153,996		$	7,296		$	(6,259	)	$	155,033
Interest expense		(5,740	)		—			—			(5,740	)
Other expense, net		(243	)		—			—			(243	)
Income before income taxes		148,013			7,296			(6,259	)		149,050
Income tax expense		(45,479	)		(1,563	)		2,266			(44,776	)
Consolidated net income		102,534			5,733			(3,993	)		104,274
Net income attributable to non-controlling interest		(974	)		—			—			(974	)
Net income attributable to Mueller Industries, Inc.	$	101,560		$	5,733		$	(3,993	)	$	103,300
Diluted earnings per share	$	1.79		$	0.10		$	(0.07	)	$	1.82

	For the Year Ended December 28, 2013
				Impact of
(In thousands, except per share data)	As Reported			Insurance Settlement			Gain on Plastic Sale			Impairments			Other			Pro forma
Operating income	$	270,937		$	(106,332	)	$	(39,765	)	$	4,304		$	2,290		$	131,434
Interest expense		(3,990	)		—			—			—			—			(3,990	)
Other income, net		4,451			—			—			—			(3,000	)		1,451
Income before income taxes		271,398			(106,332	)		(39,765	)		4,304			(710	)		128,895
Income tax expense		(98,109	)		40,723			16,845			(1,719	)		481			(41,779	)
Consolidated net income		173,289			(65,609	)		(22,920	)		2,585			(229	)		87,116
Net income attributable to non-controlling interest		(689	)		—			—			—			—			(689	)
Net income attributable to Mueller Industries, Inc.	$	172,600		$	(65,609	)	$	(22,920	)	$	2,585		$	(229	)	$	86,427
Diluted earnings per share	$	3.06		$	(1.16	)	$	(0.41	)	$	0.05		$	(0.01	)	$	1.53

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