General Overview

We are a leading manufacturer of copper, brass, aluminum, and plastic products. The range of products we manufacture is broad: copper tube and fittings; line sets; brass and copper alloy rod, bar, and shapes; aluminum and brass forgings; aluminum impact extrusions; PEX plastic tube and fittings; refrigeration valves and fittings; compressed gas valves; pressure vessels; steel nipples; and insulated flexible duct systems. We also resell brass and plastic plumbing valves, plastic fittings, malleable iron fittings, faucets, and plumbing specialty products. Our operations are located throughout the United States and in Canada, Mexico, Great Britain, South Korea, the Middle East, and China.

Each of our reportable segments is composed of certain operating segments that are aggregated primarily by the nature of products offered as follows:

•Piping Systems: The Piping Systems segment is composed of Domestic Piping Systems Group, Great Lakes Copper, Heatlink Group, European Operations, Trading Group, Jungwoo-Mueller (our South Korean joint venture), and Mueller Middle East (our Bahraini joint venture). The Domestic Piping Systems Group manufactures and distributes copper tube, fittings, and line sets. These products are manufactured in the U.S., sold in the U.S., and exported to markets worldwide. Great Lakes Copper manufactures copper tube and line sets in Canada and sells the products primarily in the U.S. and Canada. Heatlink Group manufactures a complete line of products for PEX plumbing and radiant systems in Canada and sells these products in Canada and the U.S. European Operations manufactures copper tube in the United Kingdom, which is sold throughout Europe. The Trading Group manufactures pipe nipples and sources products for import distribution in North America. Jungwoo-Mueller manufactures copper-based joining products that are sold worldwide. Mueller Middle East manufactures copper tube and serves markets in the Middle East and Northern Africa. The Piping Systems segment sells products to wholesalers in the plumbing and refrigeration markets, distributors to the manufactured housing and recreational vehicle industries, building material retailers, and air-conditioning original equipment manufacturers (OEMs).

•Industrial Metals: The Industrial Metals segment is composed of Brass Rod, Impacts & Micro Gauge, Brass Value-Added Products, and Precision Tube. The segment manufactures and sells brass rod, bar, and shapes; aluminum and brass forgings; aluminum impact extrusions; gas valves and assemblies; and specialty copper, copper alloy, and aluminum tube. The segment manufactures and sells its products primarily to domestic OEMs in the industrial, transportation, construction, heating, ventilation, and air-conditioning, plumbing, refrigeration, and energy markets.

•Climate: The Climate segment is composed of Refrigeration Products, Westermeyer, Turbotec, Flex Duct, and Linesets, Inc. The segment manufactures and sells refrigeration valves and fittings, high pressure components, coaxial heat exchangers, and insulated HVAC flexible duct systems and line sets. The segment sells its products primarily to the heating, ventilation, air-conditioning, and refrigeration markets in the U.S.

New housing starts and commercial construction are important determinants of our sales to the heating, ventilation, and air-conditioning, refrigeration, and plumbing markets because the principal end use of a significant portion of our products is in the construction of single and multi-family housing and commercial buildings. Repairs and remodeling projects are also important drivers of underlying demand for these products. In addition, our products are used in various transportation, automotive, and industrial applications.

According to the U.S. Census Bureau, the March 2022 seasonally adjusted annual rate of new housing starts was 1.79 million, compared to the March 2021 rate of 1.73 million. The average 30-year fixed mortgage rate was 3.79 percent for the first quarter of 2022 and 2.96 percent for the twelve months ended December 2021. The private non-residential construction sector includes offices, industrial, health care, and retail projects. According to the U.S. Census Bureau, the seasonally adjusted annual value of private nonresidential construction put in place was $503.0 billion in February 2022 compared to the February 2021 rate of $458.4 billion.

Profitability of certain of our product lines depends upon the "spreads" between the cost of raw material and the selling prices of our products. The open market prices for copper cathode and copper and brass scrap, for example, influence the selling price of copper tube and brass rod, two principal products manufactured by the Company. We attempt to minimize the effects on profitability from fluctuations in material costs by passing through these costs to our customers; however, margins of our businesses that account for inventory on a FIFO basis may be impacted in periods of significant fluctuations in material costs. Our earnings and cash flow are dependent upon these spreads that fluctuate based upon market conditions.



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Earnings and profitability are also impacted by unit volumes that are subject to market trends, such as substitute products, imports, technologies, and market share. In our core product lines, we intensively manage our pricing structure while attempting to maximize profitability. From time-to-time, this practice results in lost sales opportunities and lower volume. For plumbing systems, plastics are the primary substitute product; these products represent an increasing share of consumption. For certain air-conditioning and refrigeration applications, aluminum-based systems are the primary substitution threat. We cannot predict the acceptance or the rate of switching that may occur. U.S. consumption of copper tube and brass rod is still predominantly supplied by U.S. manufacturers. In recent years, brass rod consumption in the U.S. has declined due to the outsourcing of many manufactured products to offshore regions.

Results of Operations

Consolidated Results



The following table compares summary operating results for the first quarter of
2022 and 2021:

                              For the Quarter Ended              Percent Change
(In thousands)         March 26, 2022       March 27, 2021       2022 vs. 2021

Net sales             $     1,010,002      $       818,148               23.4  %
Operating income              212,701               92,540              129.8
Net income                    158,316               63,107              150.9


The following are components of changes in net sales compared to the prior year:



                                              Quarter-to-
                                                 Date
Net selling price in core product lines            20.4  %
Unit sales volume in core product lines            (2.3)
Acquisitions                                        2.5
Dispositions                                       (3.3)
Other                                               6.1

                                                   23.4  %


The increase in net sales during the first quarter of 2022 was primarily due to (i) higher net selling prices of $166.8 million in our core product lines, primarily copper tube, copper fittings, brass rod, and forgings, (ii) an increase in sales of $50.6 million in our non-core product lines, (iii) incremental sales of $10.5 million recorded by H&C Flex (H&C), acquired in January 2021, and (iv) sales of $10.2 million recorded by Mueller Middle East (MME), acquired in December 2021. These increases were partially offset by (i) a decrease in sales of $27.1 million as a result of the dispositions of Copper Bar, Die-Mold, FTP, and STI in the second half of 2021 and (ii) lower unit sales volume of $19.1 million in our core product lines.



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Net selling prices generally fluctuate with changes in raw material costs. Changes in raw material costs are generally passed through to customers by adjustments to selling prices. The following graph shows the Comex average copper price per pound by quarter for the current and prior fiscal years:

[[Image Removed: mli-20220326_g2.jpg]]

The following tables compare cost of goods sold and operating expenses as dollar amounts and as a percent of net sales for the first quarter of 2022 and 2021:



                                                          For the Quarter Ended
(In thousands)                                     March 26, 2022       March 27, 2021

Cost of goods sold                                $       744,511      $       668,418
Depreciation and amortization                              10,841               11,755
Selling, general, and administrative expense               47,456               45,435
Gain on sale of assets                                     (5,507)                   -

Operating expenses                                $       797,301      $       725,608



                                                            For the Quarter Ended
                                                      March 26, 2022         March 27, 2021

Cost of goods sold                                               73.7  %             81.7  %
Depreciation and amortization                                     1.1                 1.4
Selling, general, and administrative expense                      4.6                 5.6
Gain on sale of assets                                           (0.5)                  -

Operating expenses                                               78.9  %             88.7  %


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Cost of goods sold increased in the first quarter of 2022 primarily due to the factors noted above regarding the change in net sales. Gross margin as a percentage of sales was 26.3 percent compared with 18.3 percent in the prior year quarter. The increase in gross margin percent reflects effective price management in response to significant inflation in wages, and material, consumable, freight, and distribution costs. Depreciation and amortization decreased in first quarter of 2022 as a result of long-lived assets of businesses sold. Selling, general, and administrative expense increased in the first quarter of 2022 primarily as a result of (i) an increase in agent commissions of $2.1 million, (ii) incremental expenses of $0.7 million associated with MME and H&C, and (iii) higher employment costs, including incentive compensation and healthcare, of $0.5 million. These increases were partially offset by the absence of expenses associated with Die-Mold, FTP, and STI of $1.3 million. In addition, during the first quarter of 2022 we recognized a gain of $5.5 million on the sale of a building.

Interest expense decreased for the first quarter of 2022 primarily as a result of the redemption of our Subordinated Debentures during the second quarter of 2021. Other income, net, was consistent with the first quarter of 2021.

Our effective tax rate for the first quarter of 2022 was 25 percent compared with 25 percent for the same period last year. The items impacting the effective tax rate were increases related to the provision for state income taxes, net of the federal benefit, of $7.1 million, the effect of foreign tax rates higher than statutory tax rates and other foreign items of $1.7 million, and other items of $0.6 million.

For the first quarter of 2021, the difference between the effective tax rate and the amount computed using the U.S. federal statutory rate was primarily attributable to the provision for state income taxes, net of the federal benefit, of $2.4 million and other items of $0.7 million.

During the first quarter of 2022 and the first quarter of 2021, we recognized income of $0.1 million and losses of $1.6 million, respectively, on our investments in unconsolidated affiliates.

Piping Systems Segment

The following table compares summary operating results for the first quarter of 2022 and 2021 for the businesses comprising our Piping Systems segment:



                              For the Quarter Ended              Percent Change
(In thousands)         March 26, 2022       March 27, 2021       2022 vs. 2021

Net sales             $       703,430      $       547,748               28.4  %
Operating income              160,488               67,098              139.2


The following are components of changes in net sales compared to the prior year:



                                              Quarter-to-
                                                 Date
Net selling price in core product lines            26.8  %
Unit sales volume in core product lines            (1.3)
Acquisitions                                        1.9
Dispositions                                       (0.7)
Other                                               1.7

                                                   28.4  %


The increase in net sales during the first quarter of 2022 was primarily attributable to (i) higher net selling prices in the segment's core product lines, primarily copper tube and copper fittings, of $145.2 million, (ii) higher unit sales volume of $9.8 million in the segment's U.S. core product lines, (iii) an increase in sales of $15.1 million in the segment's non-core product lines, and (iv) sales of $10.2 million recorded by MME. These increases were partially offset by (i) lower unit sales volume of


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$16.9 million in the segment's non-U.S. businesses and (ii) a decrease in sales of $3.9 million as a result of the disposition of Die-Mold in the third quarter of 2021.

The following tables compare cost of goods sold and operating expenses as dollar amounts and as a percent of net sales for the first quarter of 2022 and 2021:



                                                          For the Quarter Ended
(In thousands)                                     March 26, 2022       March 27, 2021

Cost of goods sold                                $       514,187      $       450,354
Depreciation and amortization                               5,400                6,210
Selling, general, and administrative expense               23,355               24,086

Operating expenses                                $       542,942      $       480,650



                                                            For the Quarter Ended
                                                      March 26, 2022         March 27, 2021

Cost of goods sold                                               73.1  %             82.2  %
Depreciation and amortization                                     0.8                 1.1
Selling, general, and administrative expense                      3.3                 4.5

Operating expenses                                               77.2  %             87.8  %



The increase in cost of goods sold during the first quarter of 2022 was primarily due to the increase in the average cost of copper, our principal raw material. Gross margin as a percentage of sales was 26.9 percent compared with 17.8 percent in the prior year quarter. The increase in gross margin percent reflects effective price management in response to significant inflation in wages, and material, consumable, freight, and distribution costs. Depreciation and amortization decreased in first quarter of 2022 as a result of long-lived assets of businesses sold. Selling, general, and administrative expense decreased for the first quarter of 2022 primarily as a result of (i) lower advertising and promotion expenses of $0.5 million, (ii) lower product liability expenses of $0.4 million, and (iii) lower expenses of $0.2 million associated with businesses disposed. These decreases were partially offset by (i) higher employment costs, including incentive compensation and healthcare, of $0.3 million and (ii) expenses associated with MME of $0.3 million.

Industrial Metals Segment

The following table compares summary operating results for the first quarter of 2022 and 2021 for the businesses comprising our Industrial Metals segment:



                              For the Quarter Ended              Percent Change
(In thousands)         March 26, 2022       March 27, 2021       2022 vs. 2021

Net sales             $       174,312      $       164,852                5.7  %
Operating income               23,259               18,847               23.4



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The following are components of changes in net sales compared to the prior year:



                                              Quarter-to-
                                                 Date
Net selling price in core product lines            12.9  %
Unit sales volume in core product lines            (7.2)

Dispositions                                       (5.4)
Other                                               5.4

                                                    5.7  %


The increase in net sales during the first quarter of 2022 was primarily due to higher net selling prices of $21.6 million in the segment's core product lines, primarily brass rod and forgings. This increase was partially offset by lower unit sales volume of $12.0 million in the segment's core product lines and (ii) a decrease in sales of $9.0 million as a result of the disposition of Copper Bar in the fourth quarter of 2021.

The following tables compare cost of goods sold and operating expenses as dollar amounts and as a percent of net sales for the first quarter of 2022 and 2021:



                                                          For the Quarter Ended
(In thousands)                                     March 26, 2022       March 27, 2021

Cost of goods sold                                $       145,710      $       140,891
Depreciation and amortization                               1,944                1,743
Selling, general, and administrative expense                3,399                3,371

Operating expenses                                $       151,053      $       146,005



                                                            For the Quarter Ended
                                                      March 26, 2022         March 27, 2021

Cost of goods sold                                               83.6  %             85.5  %
Depreciation and amortization                                     1.1                 1.1
Selling, general, and administrative expense                      2.0                 2.0

Operating expenses                                               86.7  %             88.6  %



The increase in cost of goods sold during the first quarter of 2022 was primarily due to the increase in the price of copper. Gross margin as a percentage of sales was 16.4 percent compared with 14.5 percent in the prior year quarter. The increase in gross margin percent reflects effective price management in response to significant inflation in wages, and material, consumable, freight, and distribution costs. Depreciation and amortization and selling, general, and administrative expense were consistent with the first quarter of 2021.



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Climate Segment

The following table compares summary operating results for the first quarter of 2022 and 2021 for the businesses comprising our Climate segment:



                              For the Quarter Ended              Percent Change

(In thousands) March 26, 2022 March 27, 2021 2022 vs. 2021



Net sales             $       140,622      $       111,026               26.7  %
Operating income               36,700               17,335              111.7


Sales for the first quarter of 2022 increased primarily as a result of strong demand and an increase in price in certain product lines, as well as incremental sales of $10.5 million recorded by H&C. These increases were partially offset by a decrease in sales of $14.2 million as a result of the dispositions of FTP and STI during the third quarter of 2021.

The following tables compare cost of goods sold and operating expenses as dollar amounts and as a percent of net sales for the first quarter of 2022 and 2021:



                                                          For the Quarter Ended
(In thousands)                                     March 26, 2022       March 27, 2021

Cost of goods sold                               $     93,957          $        84,082
Depreciation and amortization                           2,352                    2,629
Selling, general and administrative expense             7,613                    6,980

Operating expenses                               $    103,922          $        93,691



                                                           For the Quarter Ended
                                                     March 26, 2022         March 27, 2021

Cost of goods sold                                              66.8  %             75.7  %
Depreciation and amortization                                    1.7                 2.4
Selling, general and administrative expense                      5.4                 6.3

Operating expenses                                              73.9  %             84.4  %



Cost of goods sold increased during the first quarter of 2022, consistent with the increase in net sales. Gross margin as a percentage of sales was 33.2 percent compared with 24.3 percent in the prior year quarter. The increase in gross margin percent reflects effective price management in response to significant inflation in wages, and material, consumable, freight, and distribution costs. Depreciation and amortization decreased by $0.3 million as a result of long-lived assets of businesses sold. Selling, general, and administrative expense increased primarily due to (i) an increase in agent commissions of $2.4 million and (ii) incremental expenses associated with H&C of $0.4 million. These increases were partially offset by (i) lower employment costs, including incentive compensation, of $1.3 million and (iii) the absence of expenses associated with FTP and STI of $1.1 million.



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Liquidity and Capital Resources



The following table presents selected financial information for the first
quarter of 2022 and 2021:

(In thousands)                                              2022          2021

Increase (decrease) in:
Cash, cash equivalents, and restricted cash              $ 60,821      $ 21,655
Property, plant, and equipment, net                        (4,851)        8,281
Total debt                                                     35        64,864
Working capital, net of cash and current debt             101,058       110,409

Net cash provided by (used in) operating activities 62,859 (22,581) Net cash provided by (used in) investing activities 1,919 (21,526) Net cash (used in) provided by financing activities (4,258) 64,978

Cash Flows from Operating Activities

During the quarter ended March 26, 2022, net cash provided by operating activities was primarily attributable to (i) consolidated net income of $159.2 million, (ii) an increase in current liabilities of $54.3 million, (iii) depreciation and amortization of $10.9 million, and (iv) stock-based compensation expense of $2.6 million. These increases were largely offset by (i) an increase in accounts receivable of $116.6 million, (ii) an increase in inventories of $40.8 million, and (iii) the gain of $5.5 million recognized on the sale of a building.

During the quarter ended March 27, 2021, net cash used in operating activities was primarily attributable to (i) an increase in accounts receivable of $90.0 million and (ii) an increase in inventories of $45.6 million. These decreases were partially offset by (i) consolidated net income of $65.2 million, (ii) an increase in current liabilities of $33.9 million, and (iii) depreciation and amortization of $11.8 million. The fluctuations of accounts receivable, inventories, and current liabilities were primarily due to increased sales volume in certain businesses and higher material costs during the first quarter of 2021.

Cash Flows from Investing Activities

The major components of net cash provided by investing activities during the quarter ended March 26, 2022 included proceeds from the sale of properties of $6.2 million. This source was partially offset by capital expenditures of $5.3 million.

The major components of net cash used in investing activities during the quarter ended March 27, 2021 included (i) $14.0 million for the purchase of H&C, net of cash acquired, and (ii) capital expenditures of $9.2 million. These uses were partially offset by proceeds from the sale of properties of $1.7 million.

Cash Flows from Financing Activities

For the quarter ended March 26, 2022, net cash used in financing activities consisted primarily of $4.0 million used to repurchase common stock.

For the quarter ended March 27, 2021, net cash provided by financing activities consisted of the issuance of debt under our Credit Agreement of $100.0 million. This source was partially offset by $35.0 million used to reduce the debt outstanding under our Credit Agreement.

Liquidity and Outlook

We believe that cash provided by operations, funds available under the Credit Agreement, and cash on hand will be adequate to meet our liquidity needs, including working capital, capital expenditures, and debt payment obligations.

As of March 26, 2022, we had $139.3 million of cash on hand and $371.1 million available to be drawn under the Credit Agreement. Our current ratio was 2.7 to 1.



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We have significant environmental remediation obligations which we expect to pay over future years. Cash used for environmental remediation activities was approximately $6.3 million during the first quarter of 2022, which included a $5.6 million settlement related to the Southeast Kansas Sites. We expect to spend approximately $4.1 million over the next twelve months for ongoing environmental remediation activities.

The Company declared a quarterly cash dividend of 25.0 cents and 13.0 cents per common share during the first quarters of 2022 and 2021, respectively. Payment of dividends in the future is dependent upon our financial condition, cash flows, capital requirements, earnings, and other factors.

Long-Term Debt

As of March 26, 2022, the Company's total debt was $1.9 million or 0.1 percent of its total capitalization.

The Company's Credit Agreement provides for an unsecured $400.0 million revolving credit facility, which matures March 31, 2026. There were no borrowings outstanding under the Credit Agreement as of March 26, 2022. The Credit Agreement backed approximately $28.9 million in letters of credit at the end of the first quarter of 2022.

Covenants contained in the Company's financing obligations require, among other things, the maintenance of minimum levels of tangible net worth and the satisfaction of certain minimum financial ratios. As of March 26, 2022, the Company was in compliance with all of its debt covenants.

Share Repurchase Program

The Board of Directors has extended, until July 2022, the authorization to repurchase up to 20 million shares of the Company's common stock through open market transactions or through privately negotiated transactions. We may cancel, suspend, or extend the time period for the repurchase of shares at any time. Any repurchases will be funded primarily through existing cash and cash from operations. We may hold any shares repurchased in treasury or use a portion of the repurchased shares for our stock-based compensation plans, as well as for other corporate purposes. From its initial authorization in 1999 through March 26, 2022, the Company has repurchased approximately 6.6 million shares under this authorization.

Contractual Cash Obligations

There have been no significant changes in our contractual cash obligations reported at December 25, 2021.

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