MUELLER INDUSTRIES INC
For the period ended Dec 27, 2025. Filed Feb 25, 2026.
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FY2025 · Filed Feb 25, 2026
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Report of Independent Registered Public Accounting Firm F-
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Mueller Industries, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Mueller Industries, Inc. (the Company) as of December 27, 2025 and December 28, 2024, the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 27, 2025, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 27, 2025 and December 28, 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 27, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 27, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2026 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosures to which it relates.
| Evaluation of Goodwill for the Nehring Electrical Works Reporting Unit | |
| Description of the Matter | At December 27, 2025, the Company’s consolidated goodwill was $298.2 million, of which $146.1 million is recorded within the Company’s Nehring Electrical Works (Nehring) reporting unit within the Industrial Metals reportable operating segment. As described in Note 2 to the consolidated financial statements, goodwill is tested for impairment at least annually, or more frequently if indicators exist, at the reporting unit level. The Company uses both qualitative and quantitative methods to test goodwill for impairment, as deemed appropriate. The Company’s goodwill is initially assigned to its reporting units on the acquisition date at its determined fair value.Auditing management’s annual goodwill impairment test was complex and judgmental due to the significant estimation required in determining the fair value of the Company’s Nehring reporting unit. In particular, the fair value estimate was sensitive to significant assumptions such as the weighted average cost of capital used at the impairment assessment date and the projected revenue growth rates, earnings before interest, income taxes, depreciation and amortization (EBITDA) margins and 2026 EBITDA which are affected by expectations about future market or economic conditions. |
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| How We Addressed the Matter in Our Audit | We obtained an understanding, evaluated the design and tested the operating effectiveness of the controls over the Company’s goodwill impairment assessment process. For example, we tested controls over management’s review of the significant assumptions (e.g., weighted average cost of capital, projected revenue growth rates and EBITDA margins, as well as projected 2026 EBITDA) used to develop the prospective financial information and guideline company data for the quantitative analysis. We also tested management’s controls to validate that the data used in the quantitative analysis was complete and accurate.To test the estimated fair value of the Company’s Nehring reporting unit, we performed audit procedures that included, among others, assessing the fair value methodologies utilized and testing the significant assumptions discussed above, as well as the underlying data used by the Company in its analysis. We involved our specialists to assist in the review of the Company’s model, methods, and the more sensitive assumptions such as the weighted average cost of capital. We assessed the reasonableness of the Company’s assumptions around projected revenue growth rates and EBITDA margins, as well as projected 2026 EBITDA, by comparing those assumptions to historical performance and available market information. In addition, we performed a sensitivity analysis around the significant assumptions to evaluate the potential change in the fair value of the Nehring reporting unit that would result from changes in the assumptions. |
We have served as the Company’s auditor since 1991.
Memphis, Tennessee
February 25, 2026
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