MUELLER INDUSTRIES INC
10-Q, 1996-10-18
ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS
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<PAGE>   1
                                      1996


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-Q


              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal quarter ended September 28, 1996  Commissions file number 1-6770


                            MUELLER INDUSTRIES, INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                                              25-0790410
  (State or other jurisdiction                               (I.R.S. Employer
of incorporation or organization)                          Identification No.)


                          6799 GREAT OAKS ROAD, SUITE 200
                              MEMPHIS, TN 38138-2572
                     (Address of principal executive offices)


       Registrant's telephone number, including area code: (901) 753-3200
          Securities registered pursuant to Section 12(b) of the Act:


                                                        Name of each exchange
     Title of each class                                 on which registered

Common Stock, $ 0.01 Par Value                         New York Stock Exchange


        Securities registered pursuant to Section 12(g) of the Act: None


Indicate by a check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter period that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.    Yes  /X/    No  / /

The number of shares of the Registrant's common stock outstanding as of
October 18, 1996 was 17,427,338.







<PAGE>   2
                            MUELLER INDUSTRIES, INC.

                                   FORM 10-Q

                     For the Period Ended September 28, 1996
 
                                     INDEX



Part I. Financial Information                                      Page

   Item 1.  Financial Statements (Unaudited)

            a.)  Consolidated Statements of Income
                 for the nine-months and quarters ended
                 September 28, 1996 and September 30, 1995............3

            b.)  Consolidated Balance Sheets
                 as of September 28, 1996 and December 30, 1995.......5

            c.)  Consolidated Statements of Cash Flows
                 for the nine-months ended September 28, 1996
                 and September 30, 1995...............................7

            d.)  Notes to Consolidated Financial Statements...........8


   Item 2.  Management's Discussion and Analysis of Financial
            Condition and Results of Operations.......................8

Part II. Other Information

   Item 5.  Other Information........................................11

   Item 6.  Exhibits and Reports on Form 8-K.........................12

Signatures...........................................................12





















<PAGE>   3
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements
<TABLE>
                            MUELLER INDUSTRIES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
                      (In thousands, except per share data)
<CAPTION>
                                                    For the Quarter Ended
                                                September 28,    September 30,
                                                    1996             1995
<S>                                             <C>              <C>
Net sales                                       $    175,991     $    171,549

Cost of goods sold                                   133,204          137,410
                                                 -----------      -----------
Gross profit                                          42,787           34,139

Depreciation and amortization                          4,697            4,098
Selling, general, and administrative expense          12,809           13,011
                                                 -----------      -----------
   Operating income                                   25,281           17,030

Interest expense                                      (1,400)            (820)
Environmental reserves                                (1,945)            (955)
Other income, net                                      1,424            1,736
                                                 -----------      -----------
Income before income taxes                            23,360           16,991

Current income tax expense                            (8,532)          (4,202)
Deferred income tax benefit (expense)                  1,354           (1,184)
                                                 -----------      -----------
   Total income tax expense                           (7,178)          (5,386)
                                                 -----------      -----------

Net income                                      $     16,182     $     11,605
                                                 ===========      ===========

Net income per share:

   Primary: 
      Average shares outstanding                      19,520           19,263
      Net income                                $       0.83     $       0.60
                                                 ===========      ===========

   Fully diluted:
      Average shares outstanding                      19,550           19,263
      Net income                                $       0.83     $       0.60
                                                 ===========      ===========







<FN> 
See accompanying notes to consolidated financial statements. 
</TABLE> 
<PAGE>   4
<TABLE>
                            MUELLER INDUSTRIES, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                  (Unaudited)
                      (In thousands, except per share data)
<CAPTION>
                                                  For the Nine-Months Ended
                                                September 28,    September 30,
                                                    1996             1995
<S>                                             <C>              <C>
Net sales                                       $    546,063     $    524,699

Cost of goods sold                                   426,272          427,557
                                                 -----------      -----------
Gross profit                                         119,791           97,142

Depreciation and amortization                         13,718           11,507
Selling, general, and administrative expense          41,632           38,387
                                                 -----------      -----------
   Operating income                                   64,441           47,248

Interest expense                                      (4,113)          (3,331)
Environmental reserves                                (1,945)            (955)
Other income, net                                      4,364            4,311
                                                 -----------      -----------
Income before income taxes                            62,747           47,273

Current income tax expense                           (17,087)         (12,889)
Deferred income tax expense                           (2,289)          (2,066)
                                                 -----------      -----------
   Total income tax expense                          (19,376)         (14,955)
                                                 -----------      -----------

Net income                                      $     43,371     $     32,318
                                                 ===========      ===========

Net income per share:

   Primary: 
      Average shares outstanding                      19,477           19,115
      Net income                                $       2.23     $       1.69
                                                 ===========      ===========

   Fully diluted:
      Average shares outstanding                      19,534           19,256
      Net income                                $       2.22     $       1.68
                                                 ===========      ===========









<FN> 
See accompanying notes to consolidated financial statements. 
</TABLE> 
<PAGE>   5 
<TABLE> 
                            MUELLER INDUSTRIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                                 (In thousands)
<CAPTION>
                                                September 28,    December 30,
                                                    1996             1995
<S>                                             <C>              <C>
Assets

Current assets: 
   Cash and cash equivalents                    $     77,528     $     48,357

   Accounts receivable, less allowance 
     for doubtful accounts of $2,844 in 
     1996 and $2,986 in 1995                         104,468           83,712

   Inventories:
     Raw material and supplies                        10,750           14,538
     Work-in-process                                  16,296           17,133
     Finished goods                                   42,646           34,689
                                                 -----------      -----------
   Total inventories                                  69,692           66,360

   Current deferred income taxes                       7,002            7,354
   Other current assets                                5,880            5,255
                                                 -----------      -----------

      Total current assets                           264,570          211,038
 
Property, plant and equipment, net                   221,171          221,012
Deferred income taxes                                 11,320           13,174
Other assets                                           5,361            5,611
                                                 -----------      -----------

                                                $    502,422     $    450,835
                                                 ===========      ===========
 
 
 
 
 
 
 
 
 
 
 
 





 
<FN> 
See accompanying notes to consolidated financial statements. 
</TABLE> 
<PAGE>   6 
<TABLE> 
                            MUELLER INDUSTRIES, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                       (In thousands, except share data)
<CAPTION>
                                                September 28,    December 30,
                                                    1996             1995
<S>                                             <C>              <C>
Liabilities and Stockholders' Equity 

Current liabilities: 
   Current portion of long-term debt            $     15,234     $     16,249
   Accounts payable                                   22,069           16,931
   Accrued wages and other employee costs             18,868           14,499
   Other current liabilities                          26,164           20,205
                                                 -----------      -----------

     Total current liabilities                        82,335           67,884
 
Long-term debt                                        51,327           59,653
Pension and postretirement liabilities                16,078           15,976
Environmental reserves                                 9,642            9,585
Deferred income taxes                                  2,817            2,734
Other noncurrent liabilities                           9,263            9,128
                                                 -----------      -----------

     Total liabilities                               171,462          164,960
                                                 -----------      -----------

Minority interest in subsidiaries                        459                -

Stockholders' equity: 
   Preferred stock-shares authorized 
     4,985,000; none outstanding                           -                -
   Series A junior participating preferred
     stock-$1.00 par value; shares authorized
     15,000; none outstanding                              -                -
   Common stock-$.01 par value; shares  
     authorized 50,000,000; issued 20,000,000;
     outstanding 17,427,338 in 1996 and
     17,349,498 in 1995                                  200              200
   Additional paid-in capital, common                254,231          253,969
   Retained earnings (since January 1, 1991)         110,181           66,810
   Cumulative translation adjustments                 (2,509)          (2,545)
   Treasury common stock, at cost                    (31,602)         (32,559)
                                                 -----------      -----------

   Total stockholders' equity                        330,501          285,875
 
Commitments and contingencies (Note 2)                     -                -
                                                 -----------      -----------

                                                $    502,422     $    450,835
                                                 ===========      ===========

<FN> 
See accompanying notes to consolidated financial statements. 
</TABLE> 
<PAGE>   7 
<TABLE> 
                            MUELLER INDUSTRIES, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                 (In thousands)
<CAPTION>
                                                  For the Nine-Months Ended
                                                September 28,    September 30,
                                                    1996             1995
<S>                                             <C>              <C>
Operating activities 
   Net income                                   $     43,371     $     32,318
   Adjustments to reconcile net income to net 
     cash provided by operating activities:
     Depreciation and amortization                    13,718           11,507
     Minority interest in subsidiaries                   459                -
     Deferred income taxes                             2,289            2,066
     Gain on disposal of properties                   (1,442)          (1,081)
     Changes in assets and liabilities: 
       Receivables                                   (20,756)         (29,304)
       Inventories                                    (3,332)           4,634
       Other assets                                   (1,325)            (309)
       Current liabilities                            15,466           15,155
       Other liabilities                                 294           (2,656)
       Other, net                                         61              631
                                                 -----------      -----------

Net cash provided by operating activities             48,803           32,961
                                                 -----------      -----------

Investing activities 
   Capital expenditures                              (15,167)         (34,555)
   Proceeds from sales of properties                   3,657            1,137
   Escrowed IRB financing                                  -           12,703
                                                 -----------      -----------

Net cash used by investing activities                (11,510)         (20,715)
                                                 -----------      -----------

Financing activities 
   Repayments of long-term debt                       (9,341)         (14,288)
   Proceeds from the sale of treasury stock            1,219              781
   Acquisition of treasury stock                           -           (2,055)
                                                 -----------      -----------

Net cash used by financing activities                 (8,122)         (15,562)
                                                 -----------      -----------

Increase (decrease) in cash and cash equivalents      29,171           (3,316)
Cash and cash equivalents at the 
   beginning of the period                            48,357           34,492
                                                 -----------      -----------
Cash and cash equivalents at the 
   end of the period                            $     77,528     $     31,176
                                                 ===========      ===========

<FN> 
See accompanying notes to consolidated financial statements. 
</TABLE> 
<PAGE>   8
                             MUELLER INDUSTRIES, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

General

     Certain information and footnote disclosures normally included in 
financial statements prepared in accordance with generally accepted 
accounting principles have been condensed or omitted.  Results of operations 
for the interim periods presented are not necessarily indicative of results 
which may be expected for any other interim period or for the year as a 
whole.  This quarterly report on Form 10-Q should be read in conjunction 
with the Company's Annual Report on Form 10-K, including the annual 
financial statements incorporated therein by reference.

     The accompanying unaudited interim financial statements include all 
adjustments which are, in the opinion of management, necessary to a fair 
statement of the results for the interim periods presented.

Note 1 - Earnings Per Common Share

     Primary earnings per common share are based upon the weighted average 
number of common and common equivalent shares outstanding during the period.  
Fully diluted earnings per share are based upon the weighted average number 
of common shares outstanding plus the dilutive effects of all outstanding 
stock options.

     In 1995, the Company declared and effected a two-for-one stock split in 
the form of a 100 percent stock dividend.  All presentations of share data 
herein, including earnings per share, have been restated to reflect the 
split for all periods presented.

Note 2 - Commitments and Contingencies

     The Company is subject to normal environmental standards imposed by 
federal, state and local environmental laws and regulations.  Management 
believes that the outcome of pending environmental matters will not 
materially affect the overall financial position or results of operations of 
the Company.

     In addition, the Company is involved in certain litigation as either 
plaintiff or defendant as a result of claims that arise in the ordinary 
course of business which management believes will not have a material affect 
on the Company's financial condition or results of operations.

Item 2.     Management's Discussion and Analysis of Financial Condition and 
Results of Operations

General Overview

     The Company's principal business is the manufacture and sale of copper 
tube, brass rod, fittings and other products made of copper, brass, bronze, 
plastic and aluminum.  These core manufacturing businesses have been in 
operation for over 75 years.  New housing starts and commercial construction 
are important determinants of the Company's sales to the air-conditioning, 
refrigeration and plumbing markets because the principal end use of a 
significant portion of the Company's products is in the construction of 
single and multi-family housing units and commercial buildings.

<PAGE>   9

     Profitability of certain of the Company's product lines is dependent 
upon the "spreads" between the cost of material and the selling prices of 
its completed products.  The open market price for copper cathode, for 
example, directly influences the selling price of copper tubing, a principal 
product manufactured by the Company.  The Company attempts to minimize the 
effects of changes in copper prices by passing base metal costs through to 
its customers.

     The Company uses the LIFO method of accounting for the copper metal 
component of certain of its copper tube and fittings inventories.  
Management believes the LIFO method results in a better matching of current 
costs with current revenues.  The market price of copper does, however, 
indirectly affect the carrying value (FIFO basis) of the Company's brass and 
other inventories.  The Company's copper and brass inventories customarily 
total between 30 to 40 million pounds.  "Spreads" fluctuate based upon 
competitive market conditions.

     The Company also owns various natural resource properties in the 
Western United States and Canada.  It operates a short line railroad in Utah 
and a placer gold mining operation in Alaska.  Additionally, certain other 
natural resource properties produce royalty and other income.

Results of Operations

     Net income was $16.2 million, or 83 cents per common share, for the 
third quarter of 1996, which compares with net income of $11.6 million, or 
60 cents per common share, for the same period of 1995.  Year-to-date, net 
income was $43.4 million, or $2.23 per common share, which compares to net 
income of $32.3 million or $1.69 per common share, for 1995.

     During the third quarter of 1996, the Company's net sales were $176.0 
million, which compares to net sales of $171.5 million, or a 3 percent 
increase over the same period of 1995.  Net sales were $546.1 million in the 
first three quarters of 1996 versus $524.7 million in 1995.  The Company's 
core manufacturing businesses shipped 113.1 million pounds of product in the 
third quarter of 1996 which compares to 90.9 million pounds in the same 
quarter of 1995.  Year-to-date and third quarter operating income increased 
primarily due to: (i) higher shipment volumes; (ii) yield and productivity 
improvements at its manufacturing operations; and (iii) spread improvements 
in certain product lines, including copper tube and plastic fittings.

     Compared to the same periods of 1995, interest expense for the third 
quarter of 1996 increased to $1.4 million and year-to-date 1996 increased to 
$4.1 million.  The Company is no longer capitalizing interest related to 
capital improvement programs at the copper tube mill, the brass rod mill, 
and the high-volume copper fittings factory.  A charge of $1.9 million for 
environmental reserves was recorded; the amount results from updated 
estimates for costs associated with various, previously identified sites.  
The effective tax rate of 30.7 percent in the third quarter of 1996 reflects 
the benefits of a lower federal provision relating to the recognition of net 
operating loss carryforwards and a lower state provision associated 
primarily with incentive IRB financings.






<PAGE>  10

Liquidity and Capital Resources

     Cash provided by operating activities in the first three quarters of 
1996 totaled $48.8 million which is primarily attributable to net income, 
depreciation and amortization, and increases in current liabilities offset 
by an increase in accounts receivable.  The increase in accounts receivable 
reflects the favorable increase in sales activity.

     During the first three quarters of 1996, the Company's capital 
expenditures totaled $15.2 million which was provided for by cash from 
operations.

     The Company has a $50.0 million unsecured line-of-credit agreement (the 
Credit Facility) which expires on June 30, 1997, but may be extended for 
successive one year periods by agreement of the parties.  At the Company's 
option, borrowings bear interest at prime less 1/2 of one percent or at 
other options.  There are no outstanding borrowings under the Credit 
Facility.  At September 28, 1996, the Company's total debt (including the 
current portion) was $66.6 million or 16.8 percent of its capitalization.

     The Company's financing obligations contain various covenants which 
require, among other things, the maintenance of minimum levels of working 
capital, tangible net worth, and debt service coverage ratios.  The Company 
is in compliance with all debt covenants.

     Management believes that cash provided by operations and currently 
available cash of $77.5 million will be adequate to meet the Company's 
normal future capital expenditure and operational needs.  The Company's 
current ratio remains strong at 3.2 to 1.

     The Company's modernization of its copper fittings plant in Covington, 
Tennessee will require approximately $7.0 million, of which approximately 
$3.4 million has been approved.  The Company, through its wholly-owned 
subsidiary, Utah Railway Company, also committed approximately $2.7 million 
for the construction of trackage to serve a new coal loadout facility.  This 
commitment secures exclusive access to a new customer for the Utah Railway 
Company.  These commitments will be funded with cash generated by 
operations.

Update on Capital Improvement Programs

     Mueller has completed the upgrade of its brass rod mill manufacturing 
processes with an expansion that includes the installation of a new, state-
of-the-art, indirect extrusion press, new billet heating furnaces, and new 
material handling systems.  Production on the new equipment commenced during 
the first quarter of 1996.

     Mueller's capital improvement project at its Fulton copper tube mill to 
upgrade technology and install state-of-the-art copper tube drawing and 
handling equipment became operational in the fourth quarter of 1995.  The 
Company expects continued refinements which should further improve 
operational performance in the mill during 1996.

     The Company's new, high-volume copper fittings plant at Fulton, 
Mississippi became operational in the second and third quarters of 1995 and 
most production lines in this new plant are running today.  Yield and 
productivity continue to improve.

<PAGE>  11

     Another important ongoing program is the modernization of the Company's 
low-volume copper fittings plant in Covington, Tennessee.  The Company is 
currently evaluating the scope of this project.

Part II. OTHER INFORMATION

Item 5.     Other Information

     The following discussion updates the disclosure in Item 1, Business, in 
the Company's Annual Report on Form 10-K, for the year ended December 30, 
1995.

Environmental Matters

Mining Remedial Recovery Company (MRRC)

      1. Cleveland Mill Site

      MRRC, Bayard and a third party are negotiating with the New Mexico 
      Environmental Department about the terms of a consent order which 
      would permit placement of the Cleveland Mill site mill tailings at the 
      nearby Hanover site.

      2. Hanover

      Regrading and capping of the remaining twenty acres at Hanover has 
      been deferred pending a decision on storage of tailings from the 
      nearby Cleveland Mill site.

      3. USS Lead

      In August, 1996, U.S.S. Lead Refinery, Inc. (USS Lead) began 
      demolition of buildings and other limited environmental stabilization 
      and clean up at its East Chicago, Indiana site that could be 
      accomplished prior to finalization of its interim cleanup plan.  In 
      response to public comments concerning USS Lead's plan for interim 
      cleanup measures at this site, USS Lead and the Environmental 
      Protection Agency are discussing amending the interim workplan to 
      cover changes to the workplan at the site and to include certain 
      offsite testing and monitoring.

Other Matters

     In January, 1996, the Utah Railway entered into an agreement with Union 
Pacific Railroad (UP) whereby Utah Railway granted UP rights to allow a 
third party railroad to operate over a portion of Utah Railway track.  In 
exchange, UP granted limited rights to Utah Railway for operations over 
Southern Pacific (SP) tracks to Grand Junction, Colorado and access to 
additional customers.  The agreement is contingent on the regulatory 
approval of the UP/SP merger.  The Federal Surface Transportation Board (the 
STB) unanimously issued a final order of regulatory approval in September, 
1996.  The STB's final order is being challenged by third parties.






<PAGE>  12

Item 6.     Exhibits and Reports on Form 8-K

      (a)  Exhibits

           19.1  Mueller Industries, Inc.'s Quarterly Report to Stockholders 
                 for the quarter ended September 28, 1996.  Such report is 
                 being furnished for the information of the Securities and 
                 Exchange Commission only and is not to be deemed filed as 
                 part of this Quarterly Report on Form 10-Q.

           99.1  Press Release issued by Mueller Industries, Inc. on October 
                 16, 1996.

      (b)  During the quarter ended September 28, 1996, the Registrant filed 
           no Current Reports on Form 8-K.

Items 1, 2, 3, and 4 are not applicable and have been omitted.


                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the Registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized, on  
October 18, 1996.

                               MUELLER INDUSTRIES, INC.

                               /S/ EARL W. BUNKERS
                               Earl W. Bunkers, Executive Vice President 
                               and Chief Financial Officer

                               /S/ KENT A. MCKEE
                               Kent A. McKee
                               Vice President Business Development/
                               Investor Relations

                               /S/ RICHARD W. CORMAN
                               Richard W. Corman
                               Director of Corporate Accounting


















TO OUR STOCKHOLDERS, CUSTOMERS, AND EMPLOYEES

     Mueller's net earnings increased 39 percent for the third quarter of 
1996 compared with the same quarter of 1995.  Gross profit, operating income, 
net earnings, and earnings per share all reached record levels.  This is our 
ninth record quarter in a row and the 19th consecutive quarter of strong 
earnings performance.

   Earnings for the third quarter of 1996 were $16.2 million, or 83 cents per 
share, compared to earnings of  $11.6 million, or 60 cents per share, for the 
same quarter of 1995.  Our pretax earnings this quarter are after a charge 
of  $1.9 million to increase environmental reserves.

     Net sales in the third quarter of 1996 totaled $176.0 million, compared 
to net sales of $171.5 million for the third quarter of 1995.  Furthermore, 
we shipped 113.1 million pounds of product in the third quarter, or 24 
percent more than in the same period the year before.  The selling price of a 
majority of our products is significantly related to the cost of raw 
materials, particularly copper products.  COMEX copper prices averaged 91 
cents per pound in the third quarter of 1996 compared with $1.36 per pound in 
the same quarter of 1995.  This reduction affected the dollar amount of net 
sales; however, as noted above, unit sales substantially increased.

      Mueller's manufacturing operations continue to show excellent 
improvement. Our production increased 29 percent over the same quarter of 
1995.  The improvement, in part, reflects increased yield and productivity at 
our plants as we continue to realize incremental benefits from our $100 
million investment in major capital improvements.   Further implementation 
and refinement of these capital programs should result in additional benefits 
for the future.

      The demand in the marketplace for Mueller's products remains strong.  
This is due to several factors which have favorably impacted the housing 
market.  These factors include:  low mortgage rates; high levels of consumer 
confidence; continued improvement in the home buyer affordability indices; 
and rising home valuation trends.


Sincerely,


/s/ Harvey L. Karp
Harvey L. Karp
Chairman of the Board


/s/ William D. O'Hagan 
William D. O'Hagan
President and Chief Executive Officer

October 16, 1996




<PAGE>   2 
<TABLE> 
                            MUELLER INDUSTRIES, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                       (In thousands, except share data)

<CAPTION>
                                                    For the Quarter Ended
                                                September 28,    September 30,
                                                    1996             1995
<S>                                             <C>              <C>
Net sales                                       $    175,991     $    171,549

Costs of goods sold                                  133,204          137,410
Depreciation and amortization                          4,697            4,098
Selling, general, and administrative expense          12,809           13,011
                                                 -----------      -----------

Operating income                                      25,281           17,030
Interest expense                                      (1,400)            (820)
Environmental reserves                                (1,945)            (955)
Other income, net                                      1,424            1,736
                                                 -----------      -----------

Income before income taxes                            23,360           16,991
Income tax expense                                    (7,178)          (5,386)
                                                 -----------      -----------

Net income                                      $     16,182     $     11,605
                                                 ===========      ===========


Net income per share:

   Primary:
      Average shares outstanding                      19,520           19,263
      Net income                                $       0.83     $       0.60
                                                 ===========      ===========

   Fully diluted: 
      Average shares outstanding                      19,550           19,263
      Net income                                $       0.83     $       0.60
                                                 ===========      ===========















</TABLE>
<PAGE>   3 
<TABLE> 
                            MUELLER INDUSTRIES, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                       (In thousands, except share data)

<CAPTION>
                                                  For the Nine-Months Ended
                                                September 28,    September 30,
                                                    1996             1995
<S>                                             <C>              <C>
Net sales                                       $    546,063     $    524,699

Costs of goods sold                                  426,272          427,557
Depreciation and amortization                         13,718           11,507
Selling, general, and administrative expense          41,632           38,387
                                                 -----------      -----------

Operating income                                      64,441           47,248
Interest expense                                      (4,113)          (3,331)
Environmental reserves                                (1,945)            (955)
Other income (expense), net                            4,364            4,311
                                                 -----------      -----------
Income before income taxes                            62,747           47,273
Income tax expense                                   (19,376)         (14,955)
                                                 -----------      -----------
Net income                                      $     43,371     $     32,318
                                                 ===========      ===========


Net income per share:

   Primary:
      Average shares outstanding                      19,477           19,115
      Net income                                $       2.23     $       1.69
                                                 ===========      ===========

   Fully diluted: 
      Average shares outstanding                      19,534           19,256
      Net income                                $       2.22     $       1.68
                                                 ===========      ===========

















</TABLE> 
<PAGE>   4 
<TABLE> 
                          MUELLER INDUSTRIES, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)
                      (In thousands, except share data)
<CAPTION>
                                     September 28, 1996     December 30, 1995
<S>                                      <C>                     <C> 
ASSETS
Cash and cash equivalents                $   77,528              $   48,357
Accounts receivable, net                    104,468                  83,712
Inventories                                  69,692                  66,360
Other current assets                         12,882                  12,609
                                          ---------               ---------
  
    Total current assets                    264,570                 211,038
  
Property, plant and equipment, net          221,171                 221,012
Other assets                                 16,681                  18,785
                                          ---------               ---------

                                         $  502,422              $  450,835
                                          =========               =========
  
  
  
LIABILITIES AND STOCKHOLDERS' EQUITY  
Current portion of long-term debt        $   15,234              $   16,249
Accounts payable                             22,069                  16,931
Other current liabilities                    45,032                  34,704
                                          ---------               ---------
  
    Total current liabilities                82,335                  67,884
  
Long-term debt                               51,327                  59,653
Other noncurrent liabilities                 37,800                  37,423
                                          ---------               ---------
  
    Total liabilities                       171,462                 164,960
  
Minority interest in subsidiaries               459                       -

Stockholders' equity                        330,501                 285,875
                                          ---------               ---------
  
                                         $  502,422              $  450,835
                                          =========               =========
  
  
Book value per share                     $    18.96              $    16.48
                                          =========               =========
 
 
 
 


 
</TABLE> 
<PAGE>   5 
DIRECTORS AND OFFICERS 

BOARD OF DIRECTORS 

Harvey L. Karp                    Chairman of the Board 
                                  Mueller Industries, Inc. 

Robert B. Hodes  (1) (3)          Counsel,
                                  Willkie Farr & Gallagher

Allan Mactier   (1) (2) (3)       Private Investor 

William D. O'Hagan                President and Chief Executive Officer  
                                  Mueller Industries, Inc. 

Robert J. Pasquarelli (1) (2)     Steel Industry Consultant


CORPORATE OFFICERS 

Harvey L. Karp                    Chairman of the Board 

William D. O'Hagan                President and Chief Executive Officer 

Earl W. Bunkers                   Executive Vice President and
                                  Chief Financial Officer 

William H. Hensley                Vice President General Counsel 
                                  and Secretary 

Lowell J. Hill                    Vice President Human Resources

Kent A. McKee                     Vice President Business
                                  Development/Investor Relations

Richard G. Miller                 Vice President and 
                                  Chief Information Officer

Lee R. Nyman                      Vice President Manufacturing/
                                  Management Engineering 

James H. Rourke                   Group Vice President
                                  Industrial Products Division 


[FN] 
(1)   Member of the Audit Committee   
(2)   Member of the Compensation Committee   
(3)   Member of the Nominating Committee  









<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
COMPANY'S FORM 10-Q FOR THE FISCAL PERIOD ENDED SEPTEMBER 28, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<CIK> 0000089439
<NAME> MUELLER INDUSTRIES, INC.
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-28-1996
<PERIOD-END>                               SEP-28-1996
<CASH>                                          77,528
<SECURITIES>                                         0
<RECEIVABLES>                                  107,312
<ALLOWANCES>                                     2,844
<INVENTORY>                                     69,692
<CURRENT-ASSETS>                               264,570
<PP&E>                                         287,834
<DEPRECIATION>                                  66,663
<TOTAL-ASSETS>                                 502,422
<CURRENT-LIABILITIES>                           82,335
<BONDS>                                         51,327
<COMMON>                                           200
                                0
                                          0
<OTHER-SE>                                     330,301
<TOTAL-LIABILITY-AND-EQUITY>                   502,422
<SALES>                                        546,063
<TOTAL-REVENUES>                               546,063
<CGS>                                          426,272
<TOTAL-COSTS>                                  426,272
<OTHER-EXPENSES>                                55,350
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               4,113
<INCOME-PRETAX>                                 62,747
<INCOME-TAX>                                    19,376
<INCOME-CONTINUING>                             43,371
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    43,371
<EPS-PRIMARY>                                     2.23
<EPS-DILUTED>                                     2.22








        



FOR IMMEDIATE RELEASE                                 Contact: Kent A. McKee
October 16, 1996                                              (901) 753-3208


                       MUELLER INDUSTRIES, INC. ANNOUNCES
                 THIRD QUARTER EARNINGS INCREASED BY 39 PERCENT

     Memphis, TN  -  Mueller Industries, Inc. (NYSE  MLI) today reported a 
39 percent increase in net income for the third quarter of 1996 compared with 
the same quarter of 1995.  Gross profit, operating income, net income, and 
earnings per share all reached record levels.  Earnings for the third quarter 
of 1996 were $16.2 million, or 83 cents per share, compared to earnings of 
$11.6 million, or 60 cents per share, for the same quarter of 1995.  Average 
shares outstanding totaled 19,520,000 in 1996 and 19,263,000 in 1995.

     Product shipments totaled 113.1 million pounds in the third quarter of 
1996, or 24 percent more than in the same period of 1995.  Net sales for the 
third quarter were $176.0 million in 1996 compared to $171.5 million in 1995.  
During the third quarter period, the average COMEX copper price was 91 cents 
per pound in 1996 and $1.36 per pound in 1995.  This reduction in the average 
COMEX copper price affected the dollar amount of net sales; however, as noted 
above, unit sales substantially increased.

     For the first nine-months of 1996, the Company posted earnings of $43.4 
million, or $2.23 per share, on net sales of $546.1 million.  For the 
comparable nine-month period in 1995, earnings were $32.3 million, or $1.69 
per share, on net sales of $524.7 million.

     Harvey L. Karp, Chairman, stated, "Mueller's manufacturing operations 
continue to show excellent improvement.  The improvement, in part, reflects 
increased yield and productivity at our plants as we continue to realize 
incremental benefits from our $100 million investment in major capital 
improvements.  Further implementation and refinement of these capital 
programs should result in additional benefits for the future as we satisfy 
the continuing strong demand for our products."

     Mueller Industries, Inc. is a leading and diversified fabricator whose 
products include copper tube and fittings; brass and copper alloy rods, bars 
and shapes; aluminum and brass forgings; aluminum and copper impact 
extrusions; plastic fittings and valves; and refrigeration valves, driers and 
flare fittings.  The Company also owns a short line railroad in Utah, a 
placer gold mining operation in Alaska, and other natural resource 
properties.












<PAGE>   2 
<TABLE> 
                            MUELLER INDUSTRIES, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                     (In thousands, except per share data)

<CAPTION>
                                                    For the Quarter Ended
                                                September 28,    September 30,
                                                    1996             1995
<S>                                             <C>              <C>
Net sales                                       $    175,991     $    171,549

Costs of goods sold                                  133,204          137,410
Depreciation and amortization                          4,697            4,098
Selling, general, and administrative expense          12,809           13,011
                                                 -----------      -----------

Operating income                                      25,281           17,030
Interest expense                                      (1,400)            (820)
Environmental reserves                                (1,945)            (955)
Other income, net                                      1,424            1,736
                                                 -----------      -----------

Income before income taxes                            23,360           16,991
Income tax expense                                    (7,178)          (5,386)
                                                 -----------      -----------

Net income                                      $     16,182     $     11,605
                                                 ===========      ===========


Net income per share:

   Primary:
      Average shares outstanding                      19,520           19,263
      Net income                                $       0.83     $       0.60
                                                 ===========      ===========

   Fully diluted: 
      Average shares outstanding                      19,550           19,263
      Net income                                $       0.83     $       0.60
                                                 ===========      ===========















</TABLE>
<PAGE>   3 
<TABLE> 
                            MUELLER INDUSTRIES, INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                     (In thousands, except per share data)

<CAPTION>
                                                  For the Nine-Months Ended
                                                September 28,    September 30,
                                                    1996             1995
<S>                                             <C>              <C>
Net sales                                       $    546,063     $    524,699

Costs of goods sold                                  426,272          427,557
Depreciation and amortization                         13,718           11,507
Selling, general, and administrative expense          41,632           38,387
                                                 -----------      -----------

Operating income                                      64,441           47,248
Interest expense                                      (4,113)          (3,331)
Environmental reserves                                (1,945)            (955)
Other income (expense), net                            4,364            4,311
                                                 -----------      -----------
Income before income taxes                            62,747           47,273
Income tax expense                                   (19,376)         (14,955)
                                                 -----------      -----------
Net income                                      $     43,371     $     32,318
                                                 ===========      ===========


Net income per share:

   Primary:
      Average shares outstanding                      19,477           19,115
      Net income                                $       2.23     $       1.69
                                                 ===========      ===========

   Fully diluted: 
      Average shares outstanding                      19,534           19,256
      Net income                                $       2.22     $       1.68
                                                 ===========      ===========

















</TABLE> 
<PAGE>   4 
<TABLE> 
                          MUELLER INDUSTRIES, INC.
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (Unaudited)
                    (In thousands, except per share data)
<CAPTION>
                                     September 28, 1996     December 30, 1995
<S>                                      <C>                     <C> 
ASSETS
Cash and cash equivalents                $   77,528              $   48,357
Accounts receivable, net                    104,468                  83,712
Inventories                                  69,692                  66,360
Other current assets                         12,882                  12,609
                                          ---------               ---------
  
    Total current assets                    264,570                 211,038
  
Property, plant and equipment, net          221,171                 221,012
Other assets                                 16,681                  18,785
                                          ---------               ---------

                                         $  502,422              $  450,835
                                          =========               =========
  
  
  
LIABILITIES AND STOCKHOLDERS' EQUITY  
Current portion of long-term debt        $   15,234              $   16,249
Accounts payable                             22,069                  16,931
Other current liabilities                    45,032                  34,704
                                          ---------               ---------
  
    Total current liabilities                82,335                  67,884
  
Long-term debt                               51,327                  59,653
Other noncurrent liabilities                 37,800                  37,423
                                          ---------               ---------
  
  
    Total liabilities                       171,462                 164,960
  
Minority interest in subsidiaries               459                       -

Stockholders' equity                        330,501                 285,875
                                          ---------               ---------
  
  
                                         $  502,422              $  450,835
                                          =========               =========








</TABLE> 



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