MUELLER INDUSTRIES INC
10-Q, 1999-04-27
ROLLING DRAWING & EXTRUDING OF NONFERROUS METALS
Previous: AMERICAN GENERAL LIFE INSURANCE CO SEPARATE ACCOUNT D, 485BPOS, 1999-04-27
Next: ALTA GOLD CO/NV/, 10-K/A, 1999-04-27



<PAGE>
                                     1999

                     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 March 27, 1999    Commission 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.)

                       8285 TOURNAMENT DRIVE, SUITE 150
                          MEMPHIS, TENNESSEE  38125
                    (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 
April 23, 1999, was 35,854,196.
















                                     -1-
<PAGE>
                          MUELLER INDUSTRIES, INC.

                                  FORM 10-Q

                     For the Period Ended March 27, 1999

                                   INDEX



Part I. Financial Information                                        Page

     Item 1.  Financial Statements (Unaudited)

          a.)  Consolidated Statements of Income
               for the quarters ended March 27, 1999
               and March 28, 1998                                      3

          b.)  Consolidated Balance Sheets
               as of March 27, 1999 and December 26, 1998              4

          c.)  Consolidated Statements of Cash Flows
               for the quarters ended March 27, 1999
               and March 28, 1998                                      6

          d.)  Notes to Consolidated Financial Statements              7


     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                                                            13




















                                     -2-
<PAGE>
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 
                                         March 27, 1999        March 28, 1998
<S>                                      <C>                     <C>
Net sales                                $   287,840             $   226,652

Cost of goods sold                           221,740                 175,457
                                          ----------              ----------
   Gross profit                               66,100                  51,195

Depreciation and amortization                  8,990                   5,584
Selling, general, and 
   administrative expense                     25,179                  17,842
                                          ----------              ----------
   Operating income                           31,931                  27,769

Interest expense                              (2,861)                 (1,352)
Environmental reserves                             -                    (600)
Other income, net                              2,129                   2,723
                                          ----------              ----------
   Income before income taxes                 31,199                  28,540

Current income tax expense                    (5,023)                 (8,533)
Deferred income tax expense                   (4,493)                   (742)
                                          ----------              ----------
   Total income tax expense                   (9,516)                 (9,275)
                                          ----------              ----------

Net income                               $    21,683             $    19,265
                                          ==========              ==========

Weighted average shares
   for basic earnings per share               35,833                  35,100
Effect of dilutive stock options               3,782                   4,447
                                          ----------              ----------
Adjusted weighted average shares
   for diluted earnings per share             39,615                  39,547
                                          ----------              ----------

Basic earnings per share                 $      0.61             $      0.55
                                          ==========              ==========

Diluted earnings per share               $      0.55             $      0.49
                                          ==========              ==========




<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
                                     -3-
<PAGE>
<TABLE>
MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
<CAPTION>
                                         March 27, 1999     December 26, 1998
<S>                                      <C>                     <C>
Assets 

Current assets:
   Cash and cash equivalents             $    90,133             $    80,568

   Accounts receivable, less allowance
     for doubtful accounts of $4,838 in
     1999 and $4,929 in 1998                 181,598                 155,601

   Inventories:
     Raw material and supplies                24,500                  26,544
     Work-in-process                          19,682                  18,196
     Finished goods                           79,020                  89,672
     Gold                                        346                     320
                                          ----------              ----------
   Total inventories                         123,548                 134,732

   Current deferred income taxes               5,140                   5,140
   Other current assets                        4,202                   6,283
                                          ----------              ----------
     Total current assets                    404,621                 382,324

Property, plant and equipment, net           376,632                 379,082
Goodwill, net                                 75,225                  75,988
Other assets                                  32,492                  37,300
                                          ----------              ----------
                                         $   888,970             $   874,694
                                          ==========              ==========



















<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
                                     -4-
<PAGE>
<TABLE>
MUELLER INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
<CAPTION>
                                         March 27, 1999     December 26, 1998
<S>                                      <C>                     <C>
Liabilities and Stockholders' Equity

Current liabilities:
   Current portion of long-term debt     $    32,577             $    19,980
   Accounts payable                           50,356                  46,641
   Accrued wages and other employee costs     22,694                  26,636
   Other current liabilities                  45,966                  49,317
                                          ----------              ----------
     Total current liabilities               151,593                 142,574

Long-term debt                               156,909                 174,569
Pension and postretirement liabilities        12,204                  12,584
Environmental reserves                        15,582                  16,321
Deferred income taxes                         14,983                  10,490
Other noncurrent liabilities                  15,580                  15,680
                                          ----------              ----------
     Total liabilities                       366,851                 372,218
                                          ----------              ----------

Minority interest in subsidiaries                354                     354

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 100,000,000; issued 
     40,091,502; outstanding 35,853,396
     in 1999 and 35,807,596 in 1998              401                     401
   Additional paid-in capital, common        258,376                 258,171
   Retained earnings (Since
     January 1, 1991)                        294,881                 273,198
   Cumulative translation adjustment          (5,827)                 (3,317)
   Treasury common stock, at cost            (26,066)                (26,331)
                                          ----------              ----------
   Total stockholders' equity                521,765                 502,122

Commitments and contingencies (Note 2)             -                       -
                                          ----------              ----------
                                         $   888,970             $   874,694
                                          ==========              ==========




<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
                                     -5-
<PAGE>
<TABLE>
MUELLER INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<CAPTION>
                                                 For the Quarter Ended
                                         March 27, 1999        March 28, 1998
<S>                                      <C>                     <C>
Cash flows from operating activities
   Net income                            $    21,683             $    19,265
   Reconciliation of net income to net
    cash provided by operating activities:
     Depreciation and amortization             8,990                   5,584
     Minority interest in subsidiaries             -                     255
     Deferred income taxes                     4,493                     742
     Gain on disposal of properties             (110)                 (1,418)
     Changes in assets and liabilities:
       Receivables                           (27,264)                (15,193)
       Inventories                            10,277                   4,433
       Other assets                            4,626                  (3,520)
       Current liabilities                    (2,297)                  9,217
       Other liabilities                      (3,649)                  1,633
       Other, net                               (216)                   (105)
                                          ----------              ----------
Net cash provided by operating activities     16,533                  20,893
                                          ----------              ----------
Cash flows from investing activities
   Capital expenditures                       (7,730)                (14,570)
   Proceeds from sales of properties             175                   1,480
   Escrowed IRB proceeds                       4,946                   1,877
                                          ----------              ----------
Net cash used in investing activities         (2,609)                (11,213)
                                          ----------              ----------
Cash flows from financing activities
   Proceeds from issuance of long-term debt    5,000                       -
   Repayments of long-term debt              (10,043)                 (4,347)
   Proceeds from sale of treasury stock          470                     711
                                          ----------              ----------
Net cash used in financing activities         (4,573)                 (3,636)
                                          ----------              ----------

Effect of exchange rate changes on cash          214                      60
                                          ----------              ----------
Increase in cash 
   and cash equivalents                        9,565                   6,104
Cash and cash equivalents at the
   beginning of the period                    80,568                  69,978
                                          ----------              ----------
Cash and cash equivalents at the
   end of the period                     $    90,133             $    76,082
                                          ==========              ==========



<FN>
See accompanying notes to consolidated financial statements.
</TABLE>
                                     -6-
<PAGE>
                          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

     Basic per share amounts have been computed based on the average 
number of common shares outstanding.  Diluted per share amounts reflect 
the increase in average common shares outstanding that would result from 
the assumed exercise of outstanding stock options, computed using the 
treasury stock method.

Note 2 - Commitments and Contingencies

     The Company is subject to normal environmental standards imposed by 
federal, state, local and foreign environmental laws and regulations.  
Based upon information currently available, management believes that the 
outcome of pending environmental matters will not materially affect the 
overall financial position and 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 
effect on the Company's financial condition or results of operations.

Note 3 - Comprehensive Income

     Comprehensive income for the Company consists of net income and 
foreign currency translation adjustments.  Total comprehensive income was 
$19,173,000 and $18,655,000 for the quarters ending March 27, 1999, and 
March 28, 1998, respectively.











                                     -7-
<PAGE>
Note 4 - Industry Segments

     Summarized segment information is as follows:
(In thousands)
[CAPTION]
                                                 For the Quarter Ended
                                         March 27, 1999        March 28, 1998
[S]                                      [C]                     [C]
Net sales:
   Standard Products Division            $   206,558             $   144,848
   Industrial Products Division               75,867                  75,669
   Other Businesses                            5,438                   6,222
   Elimination of intersegment sales             (23)                    (87)
                                          ----------              ----------
                                         $   287,840             $   226,652
                                          ==========              ==========

Operating income:
   Standard Products Division            $   27,686              $    23,158
   Industrial Products Division               9,236                    8,055
   Other Businesses                             564                    1,857
   Unallocated expenses                      (5,555)                  (5,301)
                                          ---------               ----------
                                         $   31,931              $    27,769
                                          =========               ==========

Note 5 - Subsequent Event

     On April 26, 1999, the Company sold its interests in Alaska Gold 
Company to NovaGold Resources Inc. ("NovaGold").  Proceeds from the sale 
include the following:  (i) cash of $3 million paid at closing;  (ii) a 
promissory note from NovaGold for $1.5 million payable on December 15, 
1999, convertible at NovaGold's option into NovaGold shares traded on the 
Toronto Stock Exchange; and  (iii) a subordinated $1 million production 
royalty, payable over a maximum of 4 years, convertible into NovaGold 
shares at the Company's option.  Alaska Gold Company's sales represented 
less than 1 percent of the Company's consolidated net sales in 1998 and 
less than 2 percent of consolidated net sales in 1997.  The Company will 
recognize a gain on this sale transaction in its financial statements for 
the second quarter.


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

General Overview

     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 plants are located throughout the United States and in 
Canada, France and Great Britain. The Company also owns a short line 
railroad in Utah and natural resource properties in the Western U.S.




                                     -8-
<PAGE>
     The Company's businesses are managed and organized into three 
segments: (i) Standard Products Division (SPD); (ii) Industrial Products 
Division (IPD); and (iii) Other Businesses. SPD manufactures and sells 
copper tube, and copper and plastic fittings and valves. Outside of the 
United States, SPD manufactures copper tube in Europe and copper fittings 
in Canada. SPD sells these products to wholesalers in the HVAC (heating, 
ventilation and air-conditioning), plumbing and refrigeration markets, and 
to distributors to the manufactured housing and recreational vehicle 
industries. IPD manufactures and sells brass and copper alloy rod, bar and 
shapes; aluminum and brass forgings; aluminum and copper impact 
extrusions; refrigeration valves and fittings; fabricated tubular 
products; and gas valves and assemblies. IPD sells its products primarily 
to original equipment manufacturers (OEMs), many of which are in the HVAC, 
plumbing and refrigeration markets. Other Businesses include Utah Railway 
Company and other natural resource properties and interests. SPD and IPD 
account for more than 96 percent of consolidated net sales and more than 
86 percent of consolidated total assets.

     During 1998, the Company completed three acquisitions: (i) Halstead 
Industries, Inc. operates a copper tube mill in Wynne, Arkansas and a line 
sets factory in Clinton, Tennessee; (ii) B&K Industries, Inc., based in 
Elk Grove Village, Illinois, is a significant import distributor of 
residential and commercial plumbing products in the United States that 
sells through all major distribution channels including hardware co-ops, 
home centers, plumbing wholesalers, hardware wholesalers, OEMs and 
manufactured housing wholesalers; and (iii) Lincoln Brass Works, Inc. 
produces custom valve assemblies, custom metal assemblies, gas delivery 
systems and tubular products, primarily for the gas appliance market, at 
two manufacturing facilities in Tennessee. 

     New housing starts and commercial construction are important 
determinants of the Company's sales to the HVAC, 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 and commercial buildings. 

     Profitability of certain of the Company's product lines depends upon 
the "spreads" between the cost of raw material and the selling prices of 
its completed products. The open market prices for copper cathode and 
scrap, for example, influence the selling price of copper tubing, a 
principal product manufactured by the Company. The Company attempts to 
minimize the effects of fluctuations in material costs by passing through 
these costs to its customers. "Spreads" fluctuate based upon competitive 
market conditions.


Results of Operations

     Net income was $21.7 million, or 55 cents per diluted share, for the 
first quarter of 1999, which compares with net income of $19.3 million, or 
49 cents per diluted share, for the same period of 1998.







                                     -9-
<PAGE>
     During the first quarter of 1999, the Company's net sales were $287.8 
million, which compares to net sales of $226.7 million, or a 27 percent 
increase over the same period of 1998.  Pounds shipped totaled 207.9 
million, an increase of 33 percent.  This increase in net sales and 
shipments includes volume from businesses acquired in 1998. Pounds shipped 
grew by a larger percent than sales dollars because the price of copper 
was lower in the first quarter of 1999 than in the same period of 1998.

     First quarter operating income increased primarily due to: (i) higher 
sales volumes particularly at copper tube and line sets; (ii) spread 
improvements at copper tube; and (iii) earnings at businesses acquired in 
1998.  Increased operating income was partially offset by losses at our 
European operations.  Selling, general, and administrative expense increased 
primarily due to acquired businesses.

     Interest expense in the first quarter of 1999 totaled $2.9 million, 
which was $1.5 million greater than the first quarter of 1998.  The 
Company capitalized $0.4 million of interest related to capital 
improvement programs in the first quarter of 1999 compared to $0.1 million 
in the first quarter of 1998.  Total interest in the first quarter of 1999 
increased due to the increase in long-term debt following the issuance of 
the $125 million term note, partially offset by scheduled repayments in 
other long-term debt.

     The Company continues to achieve its long-term objective of divesting 
certain natural resource properties and businesses.  During April 1999, 
the Company sold 100 percent of its interests in Alaska Gold Company, and 
will recognize a modest gain from this sale in the second quarter.

     Following this sale transaction, the Company believes it will realize 
for federal tax purposes an ordinary loss of approximately $70 million 
which will reduce taxable income in 1999.  Recognition of this tax 
attribute, previously recognized as a deferred tax asset less an 
appropriate valuation allowance, will reduce the Company's effective tax rate 
to approximately 30.5 percent in 1999.  The Company computed its income 
tax provision for the first quarter of 1999 using this effective income 
tax rate.  This effective rate also reflects the benefit of a lower 
federal provision relating to the recognition of net operating loss 
carryforwards, and a lower state provision associated with incentive IRB 
financings.


Liquidity and Capital Resources

     Cash provided by operating activities in the first quarter of 1999 
totaled $16.5 million which is primarily attributable to net income, 
depreciation and amortization, and decreased inventories, offset by 
increased receivables.

     During the first quarter of 1999, the Company used $2.6 million for 
investing activities, consisting primarily of $7.7 million for capital 
expenditures.  Existing cash balances, cash from operations, plus escrowed 
IRB proceeds were used to fund the first quarter investing activities.





                                     -10-
<PAGE>
     In December 1998, the Company executed an agreement with its bank 
syndicate that established an unsecured $125 million term note.  The 
proceeds from the term note were used primarily to pay down the balance 
under the Company's line of credit which was used to fund the Halstead 
acquisition.  The agreement requires quarterly principal payments of 
approximately $3.3 million plus interest through 2003, with a balloon 
payment of $62.5 million due December 31, 2003.  Interest is based on the 
90-day LIBOR plus a premium of 110 to 130 basis points as determined by 
certain financial ratios.

     In addition, the Company has a $100.0 million unsecured line of 
credit agreement (the Credit Facility) which expires in May 2001, but 
which may be extended for successive one-year periods by agreement of the 
parties.  Borrowings under the Credit Facility bear interest, at the 
Company's option, at (i) prime rate less .50 percent, (ii) LIBOR plus .27 
percent subject to adjustment, or (iii) Federal Funds Rate plus .65 
percent.  There are no outstanding borrowings under the Credit Facility.  
At March 27, 1999, funds available under the Credit Facility was reduced 
by $4.2 million for outstanding letters of credit.  At March 27, 1999, the 
Company's total debt was $189.5 million or 26.6 percent of its total 
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.

     The Company has planned for approximately $50 million of capital 
additions and improvements in 1999.  The largest proposed project is the 
modernization of our recently acquired copper tube mill in Wynne, 
Arkansas.  This project, which would require expenditure of approximately 
$20 to $24 million over a two-year period, will improve yield, 
productivity, and throughput when completed.  

     The Company's $33.4 million copper casting facility in Fulton, 
Mississippi became operational during the first quarter of 1999.  This 
facility allows the use of a lower-cost mix of copper scrap and cathode 
when market conditions warrant.  Mueller also has programs underway to 
make near-term improvements at its European operations.  Further, the 
Company is also considering various long-term capital investments for 
these businesses which will further improve their cost structure and 
productivity.

     Management believes that cash provided by operations and currently 
available cash of $90.1 million will be adequate to meet the Company's 
normal future capital expenditure and operational needs.  Additionally, 
certain capital improvements are being funded with escrowed IRB proceeds.  
The Company's current ratio remains strong at 2.7 to 1.


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 
26, 1998.

                                     -11-
<PAGE>
Other Businesses

     Operations of one of the Company's subsidiaries, Utah Railway 
Company, have been unfavorably affected by a 1998 fire at one of the coal 
mines it serves.  Limited production has resumed at the mine; however, 
Mueller has filed a business interruption insurance claim for the loss of 
earnings due to the fire.  At this time, the amount to be recovered from 
our insurer cannot be determined.

Labor Relations

     On April 2, 1999, the Company renewed union contracts that cover 
employees at its Port Huron facilities for a five-year period.


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 March 27, 1999.  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.

(b)   During the quarter ended March 27, 1999, the Registrant 
      filed no Current Reports on Form 8-K.


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




























                                     -12-
<PAGE>
                                 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 April 27, 1999.


                                       MUELLER INDUSTRIES, INC.


                                       /S/ KENT A. MCKEE
                                       Kent A. McKee
                                       Vice President and 
                                       Chief Financial Officer


                                       /S/ RICHARD W. CORMAN
                                       Richard W. Corman
                                       Corporate Controller





































                                     -13-
<PAGE>

                            EXHIBIT INDEX

Exhibits       Description                                              Page


19.1  Mueller Industries, Inc.'s Quarterly Report to 
      Stockholders for the quarter ended March 27, 1999.
      Such report is being furnished for the 
      information of the Securities and Exchange 
      Commission only and is not to be deemed filed as a 
      part of this Quarterly Report on Form 10-Q.

27.1  Financial Data Schedule (EDGAR filing only)










































                                      -14-



TO OUR STOCKHOLDERS, CUSTOMERS AND EMPLOYEES

It is a pleasure to report that the first quarter of 1999 was the best 
quarter in Mueller's history.  Net earnings rose 13 percent compared with 
the same quarter of 1998.  Net sales, pounds shipped and operating income 
all posted double digit gains.  Net earnings were $21.7 million, or 55 
cents per diluted share, compared to $19.3 million, or 49 cents per 
diluted share, for the first quarter of 1998.

Net sales for the first quarter were $287.8 million, an increase of 27 
percent over sales of $226.7 million for the same quarter of 1998.  We 
shipped 208 million pounds of product, compared with 156 million pounds in 
the first quarter of 1998.  This increase in product shipments includes 
volume from businesses acquired in 1998.

Mueller invested $55 million in capital additions and improvements in 
1998.  An additional $50 million has been budgeted for 1999.  Our largest 
proposed project is the modernization of our recently-acquired tube mill 
in Wynne, Arkansas.

We are pleased to report that our new copper casting facility in Fulton, 
Mississippi is now operating.  This facility permits the use of a mix of 
copper scrap and cathode which can result in savings when the spread 
between the cost of scrap and the cost of cathode widens.

B&K Industries, Inc., acquired in August 1998, is proving to be an 
excellent complement to Mueller's manufacturing operations.  B&K's 
expertise in serving the retail marketplace has already allowed Mueller to 
establish major new national accounts.

Our European tube businesses are continuing to improve operationally; we 
expect these businesses to break even by the second half of this year.

In December 1998, we completed a $125 million unsecured bank financing on 
attractive terms.  In addition, we have available a $100 million line of 
credit, none of which has been drawn against.

The U.S. housing industry continues to be vibrant. Housing starts are 
running at an annual rate of 1.8 million units, nine percent above the 
rate one year ago.  Mortgage rates remain very attractive, at around seven 
percent for a 30-year loan.  Consumer confidence is high and the index of 
leading indicators has risen for the last five months. These signs 
indicate continuing underlying strength for the U.S. housing industry, 
which bodes well for our business.









                                     -1-
<PAGE>

Our Annual Stockholders' Meeting will be held at Mueller's headquarters in 
Memphis, Tennessee on May 6, 1999. You should have already received the 
notice of the meeting, as well as proxy material and the 1998 Annual 
Report. We hope you can attend, but if you cannot, we urge you to sign and 
return your proxy card.


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


April 14, 1999





































                                     -2-
<PAGE>

Historical Analysis (1994-1999) of Quarterly
Earnings Before Tax and Earnings Per Share

Mueller's earnings have grown substantially over the past five years.  In 
the first quarter of 1999, our Company earned $31.2 million before tax, 
compared with $6.7 million for the same quarter of 1994, an increase of 366 
percent.  Diluted earnings per share have risen 450 percent, from $0.10 to 
$0.55.

[GRAPH]

First Quarter Diluted Earnings Per Share

     1994             $0.10
     1995              0.27
     1996              0.34
     1997              0.40
     1998              0.49
     1999              0.55


<TABLE>
Earnings Before Tax (millions)
<CAPTION>
                                     Quarter
                 ------------------------------------------------      Total
                    1st          2nd          3rd          4th          Year
<S>              <C>          <C>          <C>          <C>          <C>
1994             $  6.7       $  9.1       $ 12.0       $ 13.0       $ 40.8
1995               14.7         15.6         17.0         17.2         64.5
1996               19.3         20.1         23.4         25.6         88.4
1997               23.1         23.6         25.8         28.3        100.8
1998               28.5         29.0         26.1         25.7        109.3
1999               31.2
</TABLE>


<TABLE>
Diluted Earnings Per Share
<CAPTION>
                                     Quarter
                 ------------------------------------------------      Total
                    1st          2nd          3rd          4th          Year
<S>              <C>          <C>          <C>          <C>          <C>
1994             $ 0.10       $ 0.14       $ 0.22       $ 0.25       $ 0.71
1995               0.27         0.28         0.30         0.32         1.17
1996               0.34         0.36         0.41         0.46         1.57
1997               0.40         0.42         0.46         0.50         1.78
1998               0.49         0.50         0.47         0.45         1.90
1999               0.55
</TABLE>






                                     -3-
<PAGE>
<TABLE>
MUELLER INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share data)
<CAPTION>
                                               For the Quarter Ended 
                                         March 27,1999        March 28,1998
<S>                                      <C>                  <C>
Net sales                                $   287,840          $   226,652

Cost of goods sold                           221,740              175,457
Depreciation and amortization                  8,990                5,584
Selling, general, and 
   administrative expense                     25,179               17,842
                                          ----------           ----------
Operating income                              31,931               27,769

Interest expense                              (2,861)              (1,352)
Environmental reserves                             -                 (600)
Other income, net                              2,129                2,723
                                          ----------           ----------
Income before taxes                           31,199               28,540
Income tax expense                            (9,516)              (9,275)
                                          ----------           ----------

Net income                               $    21,683          $    19,265
                                          ==========           ==========

Earnings per share:

Basic:
Weighted average shares outstanding           35,833               35,100
                                          ==========           ==========

Basic earnings per share                 $      0.61          $      0.55
                                          ==========           ==========

Diluted:
Weighted average shares outstanding           39,615               39,547
                                          ==========           ==========

Diluted earnings per share               $      0.55          $      0.49
                                          ==========           ==========













</TABLE>
                                     -4-
<PAGE>
<TABLE>
MUELLER INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
<CAPTION>
                                         March 27,1999      Dec. 26, 1998
<S>                                      <C>                <C>
ASSETS 
Cash and cash equivalents                $    90,133        $    80,568
Accounts receivable, net                     181,598            155,601
Inventories                                  123,548            134,732
Other current assets                           9,342             11,423
                                          ----------         ----------
     Total current assets                    404,621            382,324

Property, plant and equipment, net           376,632            379,082
Other assets                                 107,717            113,288
                                          ----------         ----------
                                         $   888,970        $   874,694
                                          ==========         ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current portion of long-term debt        $    32,577        $    19,980
Accounts payable                              50,356             46,641
Other current liabilities                     68,660             75,953
                                          ----------         ----------
     Total current liabilities               151,593            142,574

Long-term debt                               156,909            174,569
Other noncurrent liabilities                  58,349             55,075
                                          ----------         ----------
     Total liabilities                       366,851            372,218

Minority interest in subsidiaries                354                354

Stockholders' equity                         521,765            502,122
                                          ----------         ----------
                                         $   888,970        $   874,694
                                          ==========         ==========















                                     -5-
</TABLE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE 
COMPANY'S FORM 10-Q FOR THE FISCAL QUARTER ENDED MARCH 27, 1999 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-25-1999
<PERIOD-END>                               MAR-27-1999
<CASH>                                          90,133
<SECURITIES>                                         0
<RECEIVABLES>                                  186,436
<ALLOWANCES>                                     4,838
<INVENTORY>                                    123,548
<CURRENT-ASSETS>                               404,621
<PP&E>                                         508,693
<DEPRECIATION>                                 132,061
<TOTAL-ASSETS>                                 888,970
<CURRENT-LIABILITIES>                          151,593
<BONDS>                                        156,909
                                0
                                          0
<COMMON>                                           401
<OTHER-SE>                                     521,364
<TOTAL-LIABILITY-AND-EQUITY>                   888,970
<SALES>                                        287,840
<TOTAL-REVENUES>                               287,840
<CGS>                                          221,740
<TOTAL-COSTS>                                  221,740
<OTHER-EXPENSES>                                34,169
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               2,861
<INCOME-PRETAX>                                 31,199
<INCOME-TAX>                                     9,516
<INCOME-CONTINUING>                             21,683
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    21,683
<EPS-PRIMARY>                                     0.61
<EPS-DILUTED>                                     0.55







        



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission