TO OUR STOCKHOLDERS, CUSTOMERS AND EMPLOYEES We are pleased to report that Mueller's net earnings rose 19 percent in the first quarter of 1997 over the same quarter of 1996. Earnings for the first quarter of 1997 were $15.8 million, or 80 cents per share, compared to earnings of $13.3 million or 69 cents per share for the first quarter of 1996. Our pretax earnings in the first quarter of this year included a $2.0 million charge to increase environmental reserves based on updated information at a previously identified site. Net sales for the first quarter of 1997 totaled $201.4 million or 12 percent over net sales of $180.5 million in the first quarter of 1996. Measured in pounds, we shipped 14 percent more product in the first quarter of 1997 than was sold in the same period of 1996. As we have reported previously, the selling price of many of our products, particularly our copper products, varies with the cost of raw materials. COMEX copper prices averaged $1.11 per pound in the first quarter of 1997 compared to $1.17 per pound in the same quarter of last year. Our manufacturing operations continue to show the benefits of our major capital improvement programs. We are particularly pleased with our plastic fittings business as margins have improved, along with sales and production volumes. Our brass rod business fits this same pattern. The new indirect extrusion press, which became operational at our brass mill in 1996, has improved yield, efficiency and production. Copper fittings and copper tube sales were strong during the quarter, and we were gratified with their operating results. During the first quarter of 1997, Mueller made two significant acquisitions. At the beginning of the year, we purchased Precision Tube Company, Inc. located in North Wales, Pennsylvania, and Salisbury, Maryland. And, on February 28, 1997, we acquired Wednesbury Tube Company located in Bilston, England. Both of these were asset purchases and they are profiled in the "Corporate News" section of this report. We remain optimistic about our business for the balance of 1997. Long-term mortgage rates remain near 8 percent. In addition, consumer confidence remains high and inflation is at a low level. We believe these factors will translate into a sound economic scenario going forward. -1- Our Annual Stockholders' meeting will be held in Memphis, Tennessee, on May 7, 1997. By now, you should have received the notice of our meeting, the proxy material, and our 1996 Annual Report. We welcome your attendance, but if you cannot attend, 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 17, 1997 CORPORATE NEWS MUELLER COMMENCES MANUFACTURING OPERATIONS IN EUROPE BY ACQUIRING WEDNESBURY TUBE COMPANY During the first quarter of 1997, Mueller acquired Wednesbury Tube Company, a copper tube manufacturer located in Bilston, England. Wednesbury posted net sales of approximately $94 million in 1996, shipping 50 million pounds of copper tube. Wednesbury has a significant presence in the United Kingdom and Europe. Wednesbury represents a logical extension of our copper tube manufacturing interests into the European market. The long-term prospects for Wednesbury are promising. With appropriate investment, we believe we can substantially improve and enhance the operating results and value of this business. MUELLER ACQUIRES PRECISION TUBE COMPANY, INC. Mueller acquired the assets of Precision Tube Company, Inc. at the beginning of 1997. Precision Tube manufactures copper tubing, copper alloy tubing, aluminum tubing, and fabricated tubular products at its mill in North Wales, Pennsylvania, and semi-rigid and flexible coaxial cables and assemblies at its coaxitube division in Salisbury, Maryland. Precision Tube's net sales were approximately $20 million in 1996. We have confidence in the Precision management team, and we plan to make capital improvements to enhance Precision's business. -2-