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 20, 2009

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	Number)	Identification No.)
of incorporation)

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

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))

Item 2.02.  Results of Operations and Financial Condition.

On October 20, 2009 the Registrant issued a press release announcing earnings for the quarter ended September 26, 2009.  A copy of the press release announcing the third quarter 2009 earnings is attached as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

99.1  Press release, dated October 20, 2009 reporting third quarter 2009 earnings.

-2-

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/ Kent A. McKee
	Name:	Kent A. McKee
	Title:	Executive Vice President
		and Chief Financial Officer
Date: October 20, 2009

-3-

Exhibit Index

Exhibit No.	Description
99.1	Press release, dated October 20, 2009.

EX-99.1

FOR IMMEDIATE RELEASE	Contact:	Kent A. McKee
Memphis, TN—October 20, 2009		(901) 753-3208

MUELLER INDUSTRIES, INC. REPORTS

 THIRD QUARTER RESULTS

Quarterly and Year-to-Date Earnings

Harvey L. Karp, Chairman of Mueller Industries, Inc. (NYSE: MLI), today announced the Company’s results for the third quarter of 2009.  For the three months ended September 26, 2009, net income was $18.7 million, or 50 cents per diluted share, on net sales of $419.9 million.  For the third quarter of 2008, the Company posted net income of $18.7 million, or 50 cents per diluted share, on net sales of $665.5 million.

Year-to-date, the Company earned $22.2 million, or 59 cents per diluted share,  compared with net income of $73.0 million, or $1.96 per diluted share, for the same period of 2008.  Net sales for the first nine months of 2009 were $1.11 billion which compares with net sales of $2.12 billion for the same period a year ago.

Net sales of the Company’s core product lines including copper tube, fittings, brass rod and forgings were substantially affected by the lower market values of copper and brass, the Company’s principal raw materials, which are largely passed through to customers.  In the third quarter of 2009, the Comex average price of copper was 23 percent lower than in the third quarter of 2008.  In addition, unit volumes of most of the Company’s core product lines were well below year ago levels.

Mr. Karp said, “Our cost control initiatives have helped to mitigate the impact of weak demand in the residential and commercial construction sectors.  We expect challenging market conditions will continue into next year. “

Financial and Operating Highlights

Regarding the third quarter of 2009, Mr. Karp said:

· “We continue to generate cash by intensively managing working capital and monitoring capital expenditures. Mueller ended the quarter with $353.9 million in cash, or $9.40 per share.  Our financial position remains strong.

Page 1 of 6

· “Total stockholders’ equity was $737.8 million which equates to a book value per share of $19.60.

· “Mueller’s current ratio remains excellent at 4.4 to 1 and our working capital is $608.8 million.  Leverage is conservative with a ratio of debt to total capitalization at 18.8 percent.

· “The Comex average price of copper was $2.67 per pound in the third quarter of 2009, which compares with $3.45 per pound in the third quarter of 2008.

· “Our Plumbing & Refrigeration segment posted operating earnings of $16.0 million on net sales of $240.9 million compared with operating earnings of $25.4 million on net sales of $371.3 million in the third quarter of 2008.  Due to lower throughput volumes, we experienced higher per unit conversion costs.

· “Our OEM segment posted operating earnings of $16.5 million during the third quarter of 2009 on net sales of $181.6 million, which compared with operating earnings of $10.6 million on net sales of $299.5 million for the same period in 2008.”

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 which includes office buildings, factories, hotels, hospitals, etc.

†††††††††††††††††††††

Page 2 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.

Page 3 of 6

MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

	For the Quarter Ended						For the Nine Months Ended
	September 26,			September 27,			September 26,			September 27,
	2009			2008			2009			2008
	(Unaudited)						(Unaudited)
Net sales	$	419,890		$	665,496		$	1,114,248		$	2,123,075
Cost of goods sold		354,039			588,469			954,775			1,861,475
Depreciation and amortization		10,441			11,529			31,276			33,517
Selling, general, and administrative expense		27,593			35,674			89,067			108,583
Operating income		27,817			29,824			39,130			119,500
Interest expense		(2,435	)		(5,050	)		(7,553	)		(15,755	)
Other (expense) income, net		(324	)		2,573			688			9,103
Income before income taxes		25,058			27,347			32,265			112,848
Income tax expense		(6,246	)		(8,422	)		(9,796	)		(37,992	)
Consolidated net income		18,812			18,925			22,469			74,856
Less: net income attributable to noncontrolling interest		(146	)		(254	)		(267	)		(1,816	)
Net income attributable to Mueller Industries, Inc.	$	18,666		$	18,671		$	22,202		$	73,040
Weighted average shares for basic earnings per share		37,474			37,136			37,253			37,117
Effect of dilutive stock options		72			176			89			238
Adjusted weighted average shares for diluted earnings per share		37,546			37,312			37,342			37,355
Basic earnings per share	$	0.50		$	0.50		$	0.60		$	1.97
Diluted earnings per share	$	0.50		$	0.50		$	0.59		$	1.96
Dividends per share	$	0.10		$	0.10		$	0.30		$	0.30
Summary Segment Data:
Net sales:
Plumbing & Refrigeration Segment	$	240,878		$	371,315		$	661,035		$	1,159,613
OEM Segment		181,621			299,470			459,898			979,665
Elimination of intersegment sales		(2,609	)		(5,289	)		(6,685	)		(16,203	)
Net sales	$	419,890		$	665,496		$	1,114,248		$	2,123,075
Operating income:
Plumbing & Refrigeration Segment	$	15,986		$	25,449		$	38,199		$	85,903
OEM Segment		16,530			10,643			18,315			55,180
Unallocated expenses		(4,699	)		(6,268	)		(17,384	)		(21,583	)
Operating income	$	27,817		$	29,824		$	39,130		$	119,500

Page 4 of 6

MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	September 26,		December 27,
	2009		2008
	(Unaudited)
ASSETS
Cash and cash equivalents	$	353,874	$	278,860
Accounts receivable, net		225,316		219,035
Inventories		178,372		210,609
Other current assets		30,327		46,322
Total current assets		787,889		754,826
Property, plant, and equipment, net		258,278		276,927
Other assets		151,429		151,160
	$	1,197,596	$	1,182,913
LIABILITIES AND EQUITY
Current portion of debt	$	12,372	$	24,184
Accounts payable		70,380		63,732
Other current liabilities		96,346		113,668
Total current liabilities		179,098		201,584
Long-term debt, less current portion		158,226		158,726
Pension and postretirement liabilities		39,180		38,452
Environmental reserves		23,090		23,248
Deferred income taxes		33,435		33,940
Other noncurrent liabilities		1,401		1,698
Total liabilities		434,430		457,648
Total Mueller Industries, Inc. stockholders' equity		737,799		700,683
Noncontrolling interest		25,367		24,582
Total equity		763,166		725,265
	$	1,197,596	$	1,182,913

Page 5 of 6

MUELLER INDUSTRIES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	For the Nine Months Ended
	September 26,			September 27,
	2009			2008
	(Unaudited)
Operating activities:
Net income attributable to Mueller Industries, Inc.	$	22,202		$	73,040
Reconciliation of net income attributable to Mueller Industries,
Inc. to net cash provided by operating activities:
Depreciation and amortization		31,440			33,984
Gain on early retirement of debt		(128	)		(2,482	)
Net income attributable to noncontrolling interest		267			1,816
Stock-based compensation expense		1,892			2,238
Loss on disposal of properties		975			306
Deferred income taxes		(2,012	)		(515	)
Income tax benefit from exercise of stock options		(189	)		(92	)
Changes in assets and liabilities:
Receivables		(3,030	)		(29,130	)
Inventories		35,339			6,635
Other assets		4,152			(5,350	)
Current liabilities		(6,229	)		(16,027	)
Other liabilities		(337	)		784
Other, net		17			(719	)
Net cash provided by operating activities		84,359			64,488
Investing activities:
Capital expenditures		(11,002	)		(17,871	)
Net withdrawals from restricted cash balances		12,806			678
Proceeds from sales of properties		611			77
Net cash provided by (used in) investing activities		2,415			(17,116	)
Financing activities:
Repayments of long-term debt		(370	)		(23,650	)
Dividends paid to stockholders of Mueller Industries, Inc.		(11,186	)		(11,133	)
Dividends paid to noncontrolling interests		(1,449	)		-
Repayment of debt by joint venture, net		(11,813	)		(12,491	)
Issuance of shares under incentive stock option plans
from treasury		8,678			1,074
Income tax benefit from exercise of stock options		189			92
Acquisition of treasury stock		(416	)		(31	)
Net cash used in financing activities		(16,367	)		(46,139	)
Effect of exchange rate changes on cash		4,607			(1,500	)
Increase (decrease) in cash and cash equivalents		75,014			(267	)
Cash and cash equivalents at the beginning of the period		278,860			308,618
Cash and cash equivalents at the end of the period	$	353,874		$	308,351

Page 6 of 6