QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 27, 2026
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______ to ______
Commission file number 1-6770
MUELLER INDUSTRIES INC.
(Exact name of registrant as specified in its charter)
Delaware
25-0790410
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
150 Schilling Boulevard
Suite 100
Collierville
Tennessee
38017
(Address of principal executive offices)
(Zip Code)
(901) 753-3200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of exchange on which registered
Common Stock, $0.01 Par Value
MLI
NYSE
Indicate by 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☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No ☒
The number of shares of the Registrant’s common stock outstanding as of July 17, 2026 was 221,181,388.
MUELLER INDUSTRIES, INC.
FORM 10-Q
For the Quarterly Period Ended June 27, 2026
As used in this report, the terms “Company,” “Mueller,” and “Registrant” mean Mueller Industries, Inc. and its consolidated subsidiaries taken as a whole, unless the context indicates otherwise.
Income from unconsolidated affiliates, net of foreign tax
6,920
2,897
7,035
2,439
Consolidated net income
250,287
248,483
491,676
407,770
Net income attributable to noncontrolling interests
(632)
(2,559)
(3,003)
(4,414)
Net income attributable to Mueller Industries, Inc.
$
249,655
$
245,924
$
488,673
$
403,356
Weighted average shares for basic earnings per share (1)
217,412
217,492
217,800
219,484
Effect of dilutive stock-based awards (1)
3,780
4,392
3,706
4,530
Adjusted weighted average shares for diluted earnings per share (1)
221,192
221,884
221,506
224,014
Basic earnings per share (1)
$
1.15
$
1.13
$
2.24
$
1.84
Diluted earnings per share (1)
$
1.13
$
1.11
$
2.21
$
1.80
Dividends per share (1)
$
0.175
$
0.125
$
0.350
$
0.250
See accompanying notes to condensed consolidated financial statements.
(1) Adjusted retroactively to reflect the two-for-one stock split that occurred on June 30, 2026. Refer to Note 2 - Earnings per Common Share for additional information.
3
MUELLER INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
For the Quarter Ended
For the Six Months Ended
(In thousands)
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Consolidated net income
$
250,287
$
248,483
$
491,676
$
407,770
Other comprehensive (loss) income, net of tax:
Foreign currency translation
(5,110)
24,100
(11,020)
27,019
Net change with respect to derivative instruments and hedging activities, net of tax of $(333), $384, $251, and $(210)
1,152
(1,331)
(858)
715
Net change in pension and postretirement obligation adjustments, net of tax of $6, $114, $(34), and $(708)
(23)
(286)
69
2,209
Attributable to unconsolidated affiliates, net of tax of $221, $(604), $296, and $213
(763)
2,081
(1,020)
(733)
Total other comprehensive (loss) income, net
(4,744)
24,564
(12,829)
29,210
Consolidated comprehensive income
245,543
273,047
478,847
436,980
Comprehensive income attributable to noncontrolling interests
(75)
(3,401)
(2,602)
(4,460)
Comprehensive income attributable to Mueller Industries, Inc.
$
245,468
$
269,646
$
476,245
$
432,520
See accompanying notes to condensed consolidated financial statements.
4
MUELLER INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except share data)
June 27, 2026
December 27, 2025
Assets
Current assets:
Cash and cash equivalents
$
1,388,748
$
1,367,003
Short-term investments
27,241
22,733
Accounts receivable, less allowance for credit losses of $3,608 in 2026 and $2,545 in 2025
Common stock - $.01 par value; shares authorized 500,000,000 in 2026 and 250,000,000 in 2025; issued 320,732,016; outstanding 221,184,688 in 2026 and 222,359,500 in 2025 (1)
1,604
1,604
Additional paid-in capital
360,901
345,033
Retained earnings
4,172,858
3,761,575
Accumulated other comprehensive loss
(63,664)
(50,835)
Treasury common stock, at cost
(923,949)
(847,411)
Total Mueller Industries, Inc. stockholders' equity
3,547,750
3,209,966
Noncontrolling interests
26,266
25,940
Total equity
3,574,016
3,235,906
Commitments and contingencies
—
—
Total liabilities and equity
$
4,257,268
$
3,733,029
See accompanying notes to condensed consolidated financial statements.
(1)Adjusted retroactively to reflect the two-for-one stock split that occurred on June 30, 2026. Refer to Note 2 - Earnings per Common Share for additional information.
6
MUELLER INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended
(In thousands)
June 27, 2026
June 28, 2025
Cash flows from operating activities
Consolidated net income
$
491,676
$
407,770
Reconciliation of consolidated net income to net cash provided by operating activities:
Depreciation and amortization
33,987
35,028
Stock-based compensation expense
15,846
13,940
Provision for credit losses
818
73
Income from unconsolidated affiliates
(7,035)
(2,439)
Dividends from unconsolidated affiliates
4,621
2,812
Insurance proceeds - noncapital related
—
12,345
Loss (gain) on disposals of assets, net
1,720
(14,802)
Gain on sale of business
(41,407)
—
Unrealized gains on short-term investments
(4,508)
(8,202)
Impairment charges
2,653
—
Gain on insurance proceeds
—
(36,278)
Deferred income tax expense
3,109
4,420
Changes in assets and liabilities, net of effects of businesses acquired and sold:
Receivables
(292,241)
(134,535)
Inventories
(89,164)
(41,190)
Other assets
983
(4,371)
Current liabilities
167,903
72,259
Other liabilities
2,365
(2,420)
Other, net
675
(249)
Net cash provided by operating activities
$
292,001
$
304,161
Cash flows from investing activities
Capital expenditures
$
(38,796)
$
(30,691)
Acquisition of business, net of cash acquired
(138,269)
—
Proceeds from sale of business, net of cash sold
57,004
—
Insurance proceeds - capital related
—
2,655
Purchase of short-term investments
—
(26,633)
Purchase of long-term investments
(5,834)
(552)
Proceeds from sales of assets
62
21,135
Other
—
600
Net cash used in investing activities
$
(125,833)
$
(33,486)
7
MUELLER INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended
(In thousands)
June 27, 2026
June 28, 2025
Cash flows from financing activities
Dividends paid to stockholders of Mueller Industries, Inc.
$
(76,094)
$
(54,398)
Dividends paid to noncontrolling interests
(4,956)
(12,240)
Repurchase of common stock
(76,439)
(243,615)
Repayments of debt
—
(111)
Net cash used to settle stock-based awards
(497)
(4,189)
Other
3,100
—
Net cash used in financing activities
$
(154,886)
$
(314,553)
Effect of exchange rate changes on cash
(5,718)
11,718
Increase (decrease) in cash, cash equivalents, and restricted cash
5,564
(32,160)
Cash, cash equivalents, and restricted cash at the beginning of the period
1,385,157
1,038,895
Cash, cash equivalents, and restricted cash at the end of the period
$
1,390,721
$
1,006,735
See accompanying notes to condensed consolidated financial statements.
8
MUELLER INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
For the Quarter Ended
For the Six Months Ended
(In thousands)
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Common stock:
Balance at beginning of period
$
1,604
$
1,604
$
1,604
$
1,604
Balance at end of period
$
1,604
$
1,604
$
1,604
$
1,604
Additional paid-in capital:
Balance at beginning of period
$
352,723
$
337,445
$
345,033
$
330,532
Exercise of stock options, net of shares withheld
(23)
(78)
(33)
685
Stock-based compensation expense
8,514
7,790
15,846
13,940
Issuance of restricted stock
(313)
(251)
(365)
(251)
Transactions with noncontrolling interests
—
—
420
—
Balance at end of period
$
360,901
$
344,906
$
360,901
$
344,906
Retained earnings:
Balance at beginning of period
$
3,961,908
$
3,237,627
$
3,761,575
$
3,107,838
Net income attributable to Mueller Industries, Inc.
249,655
245,924
488,673
403,356
Dividends paid or payable to stockholders of Mueller Industries, Inc.
(38,705)
(27,616)
(77,390)
(55,259)
Balance at end of period
$
4,172,858
$
3,455,935
$
4,172,858
$
3,455,935
Accumulated other comprehensive loss:
Balance at beginning of period
$
(58,920)
$
(74,837)
$
(50,835)
$
(80,279)
Total other comprehensive (loss) income attributable to Mueller Industries, Inc.
(4,744)
23,722
(12,829)
29,164
Balance at end of period
$
(63,664)
$
(51,115)
$
(63,664)
$
(51,115)
9
MUELLER INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
For the Quarter Ended
For the Six Months Ended
(In thousands)
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Treasury stock:
Balance at beginning of period
$
(922,864)
$
(835,402)
$
(847,411)
$
(586,530)
Issuance of shares under incentive stock plans
647
848
1,484
1,558
Repurchase of common stock
(1,458)
—
(76,439)
(243,615)
Shares withheld for stock option exercises and employee taxes
(274)
(216)
(1,583)
(6,183)
Balance at end of period
$
(923,949)
$
(834,770)
$
(923,949)
$
(834,770)
Noncontrolling interests:
Balance at beginning of period
$
26,381
$
20,662
$
25,940
$
31,243
Net income attributable to noncontrolling interests
632
2,559
3,003
4,414
Foreign currency translation
(557)
842
(401)
46
Transactions with noncontrolling interests
—
—
2,680
600
Dividends paid to noncontrolling interests
(190)
—
(4,956)
(12,240)
Balance at end of period
$
26,266
$
24,063
$
26,266
$
24,063
See accompanying notes to condensed consolidated financial statements.
10
MUELLER INDUSTRIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
General
Certain information and note disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP) 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.
The accompanying unaudited interim financial statements include all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented herein. Certain prior year balances have been reclassified to conform to current year presentation.
Note 1 – Recently Issued Accounting Standards
In December 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-12, Codification Improvements. The new guidance addresses suggestions received from stakeholders regarding the Accounting Standards Codification (ASC) and makes other incremental improvements to U.S. GAAP. The update represents changes to the ASC that clarify, correct errors in, or make other improvements to a variety of topics that are intended to make it easier to understand and apply. The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods within those fiscal years. Entities are required to apply the amendments to ASC 260 retrospectively. All other amendments may be applied prospectively or retrospectively. Early adoption is permitted. The Company is evaluating the impact of this guidance on its Condensed Consolidated Financial Statements and related disclosures.
In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. The new guidance is intended to improve the navigability of guidance in ASC 270, Interim Reporting, and clarify when it applies. The amendments also provide guidance on what disclosures should be provided in interim reporting periods. The ASU is effective for interim reporting periods within annual reporting periods beginning after December 15, 2027. The guidance can be applied prospectively or retrospectively, and early adoption is permitted. The Company is in the process of analyzing the impact of the standard on its disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The new guidance requires disclosure of additional information about specific expense categories. The guidance applies to all public entities and is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027. The updated guidance requires prospective adoption but may be applied retrospectively, and early adoption is permitted. The Company is in the process of analyzing the impact of the standard on its disclosures.
Note 2 – Earnings per Common Share
Basic earnings per share is computed based on the weighted average number of common shares outstanding. Diluted earnings per share reflects the increase in weighted average common shares outstanding that would result from the assumed exercise of outstanding stock options and vesting of restricted and performance stock awards calculated using the treasury stock method.
On May 29, 2026, the Company’s Board of Directors approved an amendment to the Company’s Restated Certificate of Incorporation to increase the total number of authorized shares of Common Stock from 250,000,000 to 500,000,000. Subsequently, the Company announced a two-for-one stock split of its common stock effected in the form of a stock dividend of one share for each outstanding share. The record date for the stock split was June 25, 2026, and the additional shares were distributed on June 30, 2026. Shares authorized in prior periods are not adjusted. All other references to share and per share amounts presented in the Condensed Consolidated Financial Statements and this Quarterly Report on Form 10-Q have been adjusted retroactively to reflect the stock split.
11
Note 3 – Acquisitions and Dispositions
Acquisitions
Bison Metals Technologies LLC
On March 30, 2026, the Company entered into a definitive agreement to acquire Bison Metals Technologies LLC (Bison) for approximately $138.3 million in cash on hand at closing, net of cash acquired and working capital adjustments. Bison is a U.S. manufacturer of copper tubes in Shawnee, Oklahoma for the industrial, technical, HVAC, plumbing and refrigeration markets. The acquisition complements and expands the Company’s existing businesses within the Piping Systems segment where the operating results are included in the Domestic Piping Systems Group subsequent to the acquisition date.
The purchase price allocation, including the residual amount allocated to goodwill, is based on preliminary information and is subject to change as additional information concerning final asset and liability valuations are obtained. The preliminary purchase price allocation is as follows:
(In thousands)
Bison
Allocated to:
Inventories
$
17,651
Other current assets
7,020
Property, plant, and equipment
20,216
Tax-deductible goodwill and intangible assets
115,882
Other assets
1,601
Total assets acquired
162,370
Accounts payable
15,832
Other current liabilities
3,026
Long-term debt
5,243
Total liabilities assumed
24,101
Net assets acquired
$
138,269
The acquisition of Bison was not material to the Company's financial position or results of operations; therefore, pro forma operating results and other disclosures related to the acquisition are not presented as the results would not be significantly different than the reported results.
Chicago Extruded Metals
On June 12, 2026, the Company acquired certain assets formerly owned by Chicago Extruded Metals for approximately $3.9 million in cash on hand.
Disposition
Sherwood Valve LLC
On December 17, 2025, the Company entered into a purchase agreement with CD OpCo Holdings, LLC pursuant to which the Company sold all of the outstanding membership interests of Sherwood Valve LLC (Sherwood) for approximately $57.0 million, net of working capital adjustments. The transaction closed on January 7, 2026. This business manufactures brass, aluminum, and stainless steel valves and fluid control solutions for the compressed gas and specialty markets in the U.S. It was included in the Industrial Metals segment. The business reported net sales of $10.8 million and operating income of $2.0 million during the second quarter of 2025, and net sales of $20.7 million and operating income of $3.6 million during the first half of 2025. The carrying value of the assets disposed totaled $17.7 million, consisting primarily of accounts receivable, inventories, and long-lived assets. The carrying value of the liabilities disposed totaled $2.1 million, consisting primarily of accounts payable and accrued
12
payroll. As a result of the transaction, the Company recognized a pre-tax gain of $41.4 million on the sale of the business in the Condensed Consolidated Financial Statements during the first quarter of 2026.
Note 4 – Segment Information
Each of the Company’s reportable segments is composed of certain operating segments that are aggregated primarily by the nature of products offered as follows:
Piping Systems
Piping Systems is composed of the following operating segments: Domestic Piping Systems Group, Great Lakes Copper, European Operations, Trading Group, Jungwoo-Mueller (the Company’s South Korean joint venture), and Mueller Middle East (the Company’s 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. Outside the U.S., Great Lakes Copper manufactures copper tube and line sets in Canada and sells the products primarily in the U.S. and Canada. European Operations manufactures copper tube in the U.K. which is sold primarily in Europe. The Trading Group manufactures pipe nipples and resells brass and plastic plumbing valves, malleable iron fittings, faucets, and plumbing specialty products in the U.S. and Mexico. 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’s products are sold primarily to plumbing, refrigeration, and air-conditioning wholesalers, hardware wholesalers and co-ops, building product retailers, and air-conditioning original equipment manufacturers (OEMs).
Industrial Metals
Industrial Metals is composed of the following operating segments: Brass Rod, Impacts & Micro Gauge, Brass Value-Added Products, Precision Tube, and Electrical Group. These businesses manufacture brass rod, impact extrusions, forgings, specialty copper, copper alloy, and aluminum tube, as well as a wide variety of end products including plumbing brass, automotive components, and high-quality wire and cable solutions. These products are manufactured in the U.S. and sold primarily to OEMs and utilities in the U.S., many of which are in the industrial, transportation, construction, heating, ventilation, and air-conditioning, plumbing, refrigeration, energy, telecommunication, and electrical transmission and distribution markets.
As disclosed in “Note 3 – Acquisitions and Dispositions,” during the first quarter of 2026 the Company sold the outstanding membership interests of Sherwood and recognized a $41.4 million gain. The gain is reported within Corporate and Eliminations. The results of Sherwood, prior to the sale, were included within the Industrial Metals segment.
Climate
Climate is composed of the following operating segments: Refrigeration Products, Westermeyer, Turbotec, Flex Duct, and Linesets, Inc. The segment manufactures and sells refrigeration valves and fittings, high pressure components, coaxial heat exchangers, insulated HVAC flexible duct systems, and line sets primarily for the heating, ventilation, air-conditioning, and refrigeration markets in the U.S.
The Company’s chief operating decision maker (CODM) is the chief executive officer. Performance of segments is generally evaluated by their operating income. Summarized product line and segment information is shown in the following tables. Unallocated expenses include general corporate expenses, plus certain charges or credits not included in segment activity.
13
The following tables represent a disaggregation of revenue from contracts with customers, along with the reportable segment for each category:
For the Quarter Ended June 27, 2026
(In thousands)
Piping Systems
Industrial Metals
Climate
Total
Tube and fittings
$
794,194
$
—
$
—
$
794,194
Brass rod, forgings, wire and cable
—
326,879
—
326,879
OEM components, tube and assemblies
—
11,193
39,134
50,327
Valves and plumbing specialties
152,381
—
—
152,381
Flex duct and other HVAC components
—
—
105,818
105,818
Other
—
16,926
—
16,926
$
946,575
$
354,998
$
144,952
$
1,446,525
Intersegment sales
(18,602)
Net sales
$
1,427,923
For the Quarter Ended June 28, 2025
(In thousands)
Piping Systems
Industrial Metals
Climate
Total
Tube and fittings
$
615,352
$
—
$
—
$
615,352
Brass rod, forgings, wire and cable
—
233,756
—
233,756
OEM components, tube and assemblies
—
20,723
37,381
58,104
Valves and plumbing specialties
128,123
—
—
128,123
Flex duct and other HVAC components
—
—
100,134
100,134
Other
—
16,119
—
16,119
$
743,475
$
270,598
$
137,515
$
1,151,588
Intersegment sales
(13,415)
Net sales
$
1,138,173
14
Disaggregation of revenue from contracts with customers (continued):
For the Six Months Ended June 27, 2026
(In thousands)
Piping Systems
Industrial Metals
Climate
Total
Tube and fittings
$
1,414,946
$
—
$
—
$
1,414,946
Brass rod, forgings, wire and cable
—
624,386
—
624,386
OEM components, tube and assemblies
—
22,127
72,576
94,703
Valves and plumbing specialties
292,157
—
—
292,157
Flex duct and other HVAC components
—
—
196,141
196,141
Other
—
29,762
—
29,762
$
1,707,103
$
676,275
$
268,717
$
2,652,095
Intersegment sales
(31,167)
Net sales
$
2,620,928
For the Six Months Ended June 28, 2025
(In thousands)
Piping Systems
Industrial Metals
Climate
Total
Tube and fittings
$
1,141,148
$
—
$
—
$
1,141,148
Brass rod, forgings, wire and cable
—
453,037
—
453,037
OEM components, tube and assemblies
—
38,938
68,641
107,579
Valves and plumbing specialties
242,010
—
—
242,010
Flex duct and other HVAC components
—
—
191,981
191,981
Other
—
30,536
—
30,536
$
1,383,158
$
522,511
$
260,622
$
2,166,291
Intersegment sales
(27,953)
Net sales
$
2,138,338
15
Summarized segment information is as follows:
For the Quarter Ended June 27, 2026
(In thousands)
Piping Systems
Industrial Metals
Climate
Total
External net sales
$
935,580
$
349,179
$
143,164
$
1,427,923
Internal net sales
10,995
5,819
1,788
18,602
946,575
354,998
144,952
1,446,525
Less:(1)
Manufacturing costs (2)
664,137
302,554
94,689
1,061,380
Sales and marketing expense
8,408
1,975
4,076
14,459
Distribution expense
11,270
525
476
12,271
Other segment items (3)
14,414
7,157
3,128
24,699
Segment operating income
248,346
42,787
42,583
333,716
Reconciliation of segment operating income:
Corporate expenses
(23,742)
Interest expense
(134)
Interest income
10,978
Unrealized gains on short-term investments
6,545
Other expense, net
(1,127)
Income before income taxes
$
326,236
(1) The significant expense categories and amounts align with the segment-level information that is regularly provided to the CODM. Intersegment expenses are included within the amounts shown.
(2) Manufacturing costs include material, manufacturing conversion costs, and freight.
(3) Other segment items include administrative employee compensation expense, professional fees, foreign currency exchange gains/losses, other overhead costs, and other items such as gains/losses on disposal of assets, impairment charges, and gains on insurance proceeds (as applicable).
16
Segment information (continued):
For the Quarter Ended June 28, 2025
(In thousands)
Piping Systems
Industrial Metals
Climate
Total
External net sales
$
735,194
$
265,808
$
137,171
$
1,138,173
Internal net sales
8,281
4,790
344
13,415
743,475
270,598
137,515
1,151,588
Less:(1)
Manufacturing costs (2)
495,170
230,058
85,967
811,195
Sales and marketing expense
8,053
1,336
3,661
13,050
Distribution expense
11,370
742
550
12,662
Other segment items (3)
(21,414)
7,852
4,709
(8,853)
Segment operating income
250,296
30,610
42,628
323,534
Reconciliation of segment operating income:
Corporate expenses
(19,366)
Interest expense
(17)
Interest income
8,222
Unrealized gains on short-term investments
13,212
Other expense, net
(1,142)
Income before income taxes
$
324,443
17
Segment information (continued):
For the Six Months Ended June 27, 2026
(In thousands)
Piping Systems
Industrial Metals
Climate
Total
External net sales
$
1,688,132
$
666,007
$
266,789
$
2,620,928
Internal net sales
18,971
10,268
1,928
31,167
1,707,103
676,275
268,717
2,652,095
Less:(1)
Manufacturing costs (2)
1,171,350
569,004
177,921
1,918,275
Sales and marketing expense
17,011
3,879
7,502
28,392
Distribution expense
22,406
1,040
967
24,413
Other segment items (3)
30,980
15,294
6,365
52,639
Segment operating income
465,356
87,058
75,962
628,376
Reconciliation of segment operating income:
Corporate expenses
(47,581)
Gain on sale of business
41,407
Interest expense
(134)
Interest income
22,848
Unrealized gains on short-term investments
4,508
Other expense, net
(2,359)
Income before income taxes
$
647,065
18
Segment information (continued):
For the Six Months Ended June 28, 2025
(In thousands)
Piping Systems
Industrial Metals
Climate
Total
External net sales
$
1,364,553
$
513,598
$
260,187
$
2,138,338
Internal net sales
18,605
8,913
435
27,953
1,383,158
522,511
260,622
2,166,291
Less:(1)
Manufacturing costs (2)
957,635
441,799
165,963
1,565,397
Sales and marketing expense
16,307
2,560
6,970
25,837
Distribution expense
22,524
1,446
1,022
24,992
Other segment items (3)
(21,768)
16,012
8,415
2,659
Segment operating income
408,460
60,694
78,252
547,406
Reconciliation of segment operating income:
Corporate expenses
(36,976)
Interest expense
(42)
Interest income
18,123
Unrealized gains on short-term investments
8,202
Other expense, net
(1,050)
Income before income taxes
$
535,663
Other segment disclosures:
For the Quarter Ended June 27, 2026
(In thousands)
Piping Systems
Industrial Metals
Climate
Corporate and Unallocated
Total
Depreciation and amortization (4)
$
6,348
$
8,183
$
1,749
$
1,055
$
17,335
Loss on disposal of assets, net
65
—
122
—
187
Expenditures for long-lived assets (including those resulting from business acquisitions)
27,817
11,251
2,708
—
41,776
Segment assets
1,638,676
968,876
275,046
1,374,670
4,257,268
(4) The amount of depreciation and amortization disclosed by reportable segment is included within the other segment expense captions, such as manufacturing costs or other segment items.
19
Other segment disclosures (continued):
For the Quarter Ended June 28, 2025
(In thousands)
Piping Systems
Industrial Metals
Climate
Corporate and Unallocated
Total
Depreciation and amortization (4)
$
6,071
$
8,446
$
1,726
$
1,662
$
17,905
(Gain) loss on disposal of assets, net
(1,347)
(3)
1,013
—
(337)
Gain on insurance proceeds
(36,278)
—
—
—
(36,278)
Expenditures for long-lived assets (including those resulting from business acquisitions)
4,629
8,446
1,024
—
14,099
Segment assets
1,301,336
864,235
270,291
1,051,580
3,487,442
For the Six Months Ended June 27, 2026
(In thousands)
Piping Systems
Industrial Metals
Climate
Corporate and Unallocated
Total
Depreciation and amortization
$
11,950
$
16,491
$
3,428
$
2,118
$
33,987
Loss on disposal of assets, net
1,590
8
122
—
$
1,720
Asset impairments
2,653
—
—
—
2,653
Gain on sale of business
—
—
—
(41,407)
(41,407)
Expenditures for long-lived assets (including those resulting from business acquisitions)
32,484
22,185
4,343
—
59,012
For the Six Months Ended June 28, 2025
(In thousands)
Piping Systems
Industrial Metals
Climate
Corporate and Unallocated
Total
Depreciation and amortization
$
11,490
$
16,802
$
3,418
$
3,318
$
35,028
(Gain) loss on disposal of assets, net
(15,809)
(3)
1,010
—
(14,802)
Gain on insurance proceeds
(36,278)
—
—
—
(36,278)
Expenditures for long-lived assets (including those resulting from business acquisitions)
12,023
16,231
2,437
—
30,691
Note 5 – Cash, Cash Equivalents, and Restricted Cash
(In thousands)
June 27, 2026
December 27, 2025
Cash & cash equivalents
$
1,388,748
$
1,367,003
Restricted cash included within other current assets
1,848
18,052
Restricted cash included within other assets
125
102
Total cash, cash equivalents, and restricted cash
$
1,390,721
$
1,385,157
Amounts included in restricted cash relate to required deposits in brokerage accounts that facilitate the Company’s hedging activities as well as imprest funds for the Company’s self-insured workers’ compensation program.
20
Note 6 – Inventories
(In thousands)
June 27, 2026
December 27, 2025
Raw materials and supplies
$
307,974
$
280,810
Work-in-process
202,637
127,369
Finished goods
107,687
113,362
Valuation reserves
(10,644)
(11,078)
Inventories
$
607,654
$
510,463
Note 7 – Financial Instruments
Short-Term Investments
The fair value of short-term investments at June 27, 2026 and December 27, 2025, consisting of marketable securities, approximates the carrying value on that date. These marketable securities are stated at fair value and classified as level 1 within the fair value hierarchy. This classification is defined as a fair value determined using observable inputs that reflect quoted prices in active markets for identical assets.
Derivative Instruments and Hedging Activities
The Company’s earnings and cash flows are subject to fluctuations due to changes in commodity prices, foreign currency exchange rates, and interest rates. The Company uses derivative instruments such as commodity futures contracts, foreign currency forward contracts, and interest rate swaps to manage these exposures.
All derivatives are recognized in the Condensed Consolidated Balance Sheets at their fair values. On the date the derivative contract is entered into, it is either a) designated as a hedge of a forecasted transaction or the variability of cash flow to be paid (cash flow hedge) or b) not designated in a hedge accounting relationship, even though the derivative contract was executed to mitigate an economic exposure (economic hedge), as the Company does not enter into derivative contracts for trading purposes. Changes in the fair value of a derivative that is qualified, designated, and highly effective as a cash flow hedge are recorded in stockholders’ equity within AOCI, to the extent effective, until they are reclassified to earnings in the same period or periods during which the hedged transaction affects earnings. Changes in the fair value of undesignated derivatives executed as economic hedges are reported in current earnings.
The Company documents all relationships between derivative instruments and hedged items, as well as the risk-management objective and strategy for undertaking various hedge transactions. This process includes linking all derivative instruments that are designated as fair value hedges to specific assets and liabilities in the Condensed Consolidated Balance Sheets and linking cash flow hedges to specific forecasted transactions or variability of cash flow.
The Company also assesses, both at the hedge’s inception and on an ongoing basis, whether the designated derivative instruments that are used in hedging transactions are highly effective in offsetting changes in cash flows or fair values of hedged items. When a derivative instrument is determined not to be highly effective as a hedge or the underlying hedged transaction is no longer probable of occurring, hedge accounting is discontinued prospectively in accordance with the derecognition criteria for hedge accounting.
Commodity Futures Contracts
Copper and brass represent the largest component of the Company’s variable costs of production. The cost of these materials is subject to global market fluctuations caused by factors beyond the Company’s control. The Company occasionally enters into forward fixed-price arrangements with certain customers; the risk of these arrangements is generally managed with commodity futures contracts. These futures contracts have been designated as cash flow hedges.
At June 27, 2026, the Company held open futures contracts to purchase approximately $28.6 million of copper over the next 13 months related to fixed price sales orders. The fair value of those futures contracts was a $911 thousand net gain position, which
21
was determined by obtaining quoted market prices (level 1 within the fair value hierarchy). In the next 12 months, the Company will reclassify into earnings realized gains or losses relating to cash flow hedges. At June 27, 2026, this amount was approximately $0.7 million of deferred net gains, net of tax.
The Company may also enter into futures contracts to protect the value of inventory against market fluctuations. At June 27, 2026, the Company held $2.4 million open futures contracts to sell copper over the next month related to copper inventory. The fair value of those futures contracts was a $43 thousand net gain position, which was determined by obtaining quoted market prices (level 1 within the fair value hierarchy).
The Company presents its derivative assets and liabilities in the Condensed Consolidated Balance Sheets on a net basis by counterparty. The following table summarizes the location and fair value of the derivative instruments and disaggregates the net derivative assets and liabilities into gross components on a contract-by-contract basis:
Asset Derivatives
Liability Derivatives
Fair Value
Fair Value
(In thousands)
Balance Sheet Location
June 27, 2026
December 27, 2025
Balance Sheet Location
June 27, 2026
December 27, 2025
Commodity contracts - gains
Other current assets
$
1,125
$
1,983
Other current liabilities
$
—
$
—
Commodity contracts - losses
Other current assets
(171)
—
Other current liabilities
—
(17,336)
Total derivatives (1)
$
954
$
1,983
$
—
$
(17,336)
(1)Does not include the impact of cash collateral provided to counterparties.
The following table summarizes the effects of derivative instruments on the Company’s Condensed Consolidated Statements of Income:
For the Quarter Ended
For the Six Months Ended
(In thousands)
Location
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Undesignated derivatives:
Gain on commodity contracts (nonqualifying)
Cost of goods sold
$
6,086
$
6,889
$
22,114
$
736
The following tables summarize amounts recognized in and reclassified from AOCI during the period:
For the Quarter Ended June 27, 2026
(In thousands)
Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax
Classification Gains (Losses)
Gain Reclassified from AOCI (Effective Portion), Net of Tax
Cash flow hedges:
Commodity contracts
$
3,720
Cost of goods sold
$
(2,533)
Other
(35)
Other
—
Total
$
3,685
Total
$
(2,533)
22
Amounts recognized in and reclassified from AOCI (continued):
For the Quarter Ended June 28, 2025
(In thousands)
(Loss) Gain Recognized in AOCI (Effective Portion), Net of Tax
Classification Gains (Losses)
Gain Reclassified from AOCI (Effective Portion), Net of Tax
Cash flow hedges:
Commodity contracts
$
(329)
Cost of goods sold
$
(1,012)
Other
10
Other
—
Total
$
(319)
Total
$
(1,012)
For the Six Months Ended June 27, 2026
(In thousands)
Gain (Loss) Recognized in AOCI (Effective Portion), Net of Tax
Classification Gains (Losses)
Gain Reclassified from AOCI (Effective Portion), Net of Tax
Cash flow hedges:
Commodity contracts
$
2,120
Cost of goods sold
$
(2,950)
Other
(28)
Other
—
Total
$
2,092
Total
$
(2,950)
For the Six Months Ended June 28, 2025
(In thousands)
Gain Recognized in AOCI (Effective Portion), Net of Tax
Classification Gains (Losses)
Gain Reclassified from AOCI (Effective Portion), Net of Tax
Cash flow hedges:
Commodity contracts
$
3,072
Cost of goods sold
$
(2,368)
Other
11
Other
—
Total
$
3,083
Total
$
(2,368)
The Company primarily enters into International Swaps and Derivatives Association master netting agreements with major financial institutions that permit the net settlement of amounts owed under their respective derivative contracts. Under these master netting agreements, net settlement generally permits the Company or the counterparty to determine the net amount payable for contracts due on the same date and in the same currency for similar types of derivative transactions. The master netting agreements generally also provide for net settlement of all outstanding contracts with a counterparty in the case of an event of default or a termination event. The Company does not offset fair value amounts for derivative instruments and fair value amounts recognized for the right to reclaim cash collateral. At June 27, 2026 and December 27, 2025, the Company had recorded restricted cash in other current assets of $1.7 million and $17.9 million, respectively, as collateral related to open derivative contracts under the master netting arrangements.
23
Note 8 – Investments in Unconsolidated Affiliates
Tecumseh
The Company owns a 50 percent interest in an unconsolidated affiliate that acquired Tecumseh Products Company LLC (Tecumseh) and an entity that provides financing to Tecumseh. This investment is recorded using the equity method of accounting, as the Company can exercise significant influence but does not own a majority equity interest or otherwise control the entity. Under the equity method of accounting, this investment is stated at initial cost and is adjusted for subsequent additional investments and the Company’s proportionate share of earnings or losses and distributions.
The Company records its proportionate share of the investee’s net income or loss, net of foreign taxes, one quarter in arrears as income (loss) from unconsolidated affiliates, net of foreign tax, in the Condensed Consolidated Statements of Income and its proportionate share of the investee’s other comprehensive income (loss), net of income taxes, in the Condensed Consolidated Statements of Comprehensive Income and the Condensed Consolidated Statements of Changes in Equity. The U.S. tax effect of the Company’s proportionate share of Tecumseh’s income or loss is recorded in income tax expense in the Condensed Consolidated Statements of Income. In general, the equity investment in unconsolidated affiliates is equal to the current equity investment plus the investee’s net accumulated losses.
The Company’s net income from unconsolidated affiliates, net of foreign tax, for the quarter ended June 27, 2026 included income of $1.7 million for Tecumseh. The Company’s net income from unconsolidated affiliates, net of foreign tax, for the quarter ended June 28, 2025 included income of $0.2 million for Tecumseh.
The Company’s net income from unconsolidated affiliates, net of foreign tax, for the six months ended June 27, 2026 included losses of $0.2 million for Tecumseh. The Company’s net income from unconsolidated affiliates, net of foreign tax, for the six months ended June 28, 2025 included losses of $2.5 million for Tecumseh.
Retail Distribution
The Company owns a 28 percent noncontrolling equity interest in a limited liability company in the retail distribution business. This investment is recorded using the equity method of accounting. The Company records its proportionate share of the investee’s net income or loss one month in arrears as income (loss) from unconsolidated affiliates in the Condensed Consolidated Statements of Income. The Company’s proportionate share of the investee’s other comprehensive income (loss), net of income taxes, is recorded in the Condensed Consolidated Statements of Comprehensive Income and Condensed Consolidated Statement of Changes in Equity.
The Company’s net income from unconsolidated affiliates, net of foreign tax, for the quarter ended June 27, 2026 included income of $5.2 million for the retail distribution business. The Company’s net income from unconsolidated affiliates, net of foreign tax, for the quarter ended June 28, 2025 included income of $2.7 million for the retail distribution business.
The Company’s net income from unconsolidated affiliates, net of foreign tax, for the six months ended June 27, 2026 included income of $7.2 million for the retail distribution business. The Company’s net income from unconsolidated affiliates, net of foreign tax, for the six months ended June 28, 2025 included income of $4.9 million for the retail distribution business.
Note 9 – Debt
On March 27, 2026, the Company entered into a Credit Agreement to replace its prior credit agreement that matured on March 31, 2026. The Credit Agreement provides for an unsecured $100.0 million revolving credit facility, which matures March 27, 2031.
There were no borrowings outstanding under the Credit Agreement as of June 27, 2026. Borrowings under the revolving credit facility bear interest, at the Company’s option, at the Benchmark Rate which is determined by the underlying currency of the Credit Extension, or the Base Rate as defined by the credit agreement, plus an applicable margin. Advances may be based upon the one, three, six, or twelve -month interest period. The applicable margin is based upon the Company’s debt to total capitalization ratio, and can range from 112.5 to 162.5 basis points for Benchmark Rate loans and 12.5 to 62.5 basis points for Base Rate loans. Additionally, a commitment fee is payable quarterly on the total commitment less any outstanding loans or issued letters of credit, and varies from 15.0 to 30.0 basis points based upon the Company’s debt to total capitalization ratio. Availability of funds under the revolving credit facility is reduced by the amount of certain outstanding letters of credit, which are used to secure the Company’s payment of insurance deductibles, certain retiree health benefits, and other corporate obligations.
24
Note 10 – Benefit Plans
Pension and Other Postretirement Plans
The Company sponsors several qualified and nonqualified pension plans and other postretirement benefit plans for certain of its employees. The components of net periodic benefit cost (income) are as follows:
For the Quarter Ended
For the Six Months Ended
(In thousands)
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Pension benefits:
Interest cost
$
653
$
612
$
1,307
$
1,223
Expected return on plan assets
(614)
(553)
(1,228)
(1,107)
Amortization of net loss
77
82
155
164
Net periodic benefit cost
$
116
$
141
$
234
$
280
Other benefits:
Service cost
$
59
$
47
$
119
$
93
Interest cost
122
123
245
246
Amortization of prior service credit
(1)
(1)
(1)
(1)
Amortization of net gain
(99)
(104)
(198)
(204)
Net periodic benefit cost
$
81
$
65
$
165
$
134
The components of net periodic benefit cost (income) other than the service cost component are included in other expense, net in the Condensed Consolidated Statements of Income.
Note 11 – Commitments and Contingencies
The Company is involved in certain litigation as a result of claims that arose in the ordinary course of business, which management believes will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. The Company may also realize the benefit of certain legal claims and litigation in the future; these gain contingencies are not recognized in the Condensed Consolidated Financial Statements.
Environmental
Non-operating Properties
Southeast Kansas Sites
The Kansas Department of Health and Environment (KDHE) has contacted the Company regarding environmental contamination at three former smelter sites in Kansas (Altoona, East La Harpe, and Lanyon). The Company is not a successor to the companies that operated these smelter sites, but has explored possible settlement with KDHE and other potentially responsible parties (PRP) in order to avoid litigation.
In February 2022, the Company reached a settlement with another PRP relating to these three sites. Under the terms of that agreement, the Company paid $5.6 million, which was previously reserved, in exchange for the other PRP’s agreement to conduct or fund any required remediation within the geographic boundaries of the three sites (namely, the parcel(s) on which the former smelters were located), plus coverage of certain off-site areas (namely, contamination that migrated by surface water runoff or air emissions from the Altoona or East La Harpe site, and smelter materials located within 50 feet of the geographic boundary of each site). The settlement does not cover certain matters, including potential liability related to the remediation of the town of Iola which is not estimable at this time. The other PRP has also provided an indemnity that would cover third-party cleanup claims for those sites, subject to a time limit and a cap.
25
Altoona. Another PRP conducted a site investigation of the Altoona site under a consent decree with KDHE and submitted a removal site evaluation report recommending a remedy. The remedial design plan, which covers both on-site and certain off-site cleanup costs, was approved by the KDHE in 2016. Construction of the remedy was completed in 2018. Under the terms of the settlement with the other PRP, the Company expects the operations and maintenance costs for this remedy to be paid for entirely by the other PRP.
East La Harpe. At the East La Harpe site, the Company and two other PRPs conducted a site study evaluation under KDHE supervision and prepared a site cleanup plan approved by KDHE. In December 2018, KDHE provided a draft agreement which contemplates the use of funds KDHE obtained from two other parties (Peabody Energy and Blue Tee) to fund part of the remediation and removes Blue Tee from the PRPs’ agreement with KDHE. Pursuant to the terms of the settlement with the other PRP noted above, the Company expects the remediation to be conducted and paid for entirely by the other PRP, and for that other PRP to negotiate and enter into an agreement with KDHE.
Lanyon. With respect to the Lanyon Site, in 2016, the Company received a general notice letter from the United States Environmental Protection Agency (EPA) asserting that the Company is a PRP, which the Company has denied. The EPA issued an interim record of decision in 2017 and has been remediating properties at the site. Approximately 1,371 properties were to be remediated. In August 2023, the EPA issued a five-year review indicating that the cleanup of approximately 300 remaining residential properties would be completed in 2026. A record of decision concerning the cleanup is scheduled for a future date.
Shasta Area Mine Sites
Mining Remedial Recovery Company (MRRC), a wholly owned subsidiary, owns certain inactive mines in Shasta County, California. MRRC has continued a program, begun in the late 1980s, of implementing various remedial measures, including sealing mine portals with concrete plugs in portals that were discharging water. The sealing program achieved significant reductions in the metal load in discharges from these adits; however, additional reductions are required pursuant to an order issued by the California Regional Water Quality Control Board (QCB). In response to a 1996 QCB Order, MRRC completed a feasibility study in 1997 describing measures designed to mitigate the effects of acid rock drainage. In December 1998, the QCB modified the 1996 order extending MRRC’s time to comply with water quality standards. In September 2002, the QCB adopted a new order requiring MRRC to adopt Best Management Practices (BMP) to control discharges of acid mine drainage, and again extended the time to comply with water quality standards until September 2007. During that time, implementation of BMP further reduced impacts of acid rock drainage; however, full compliance has not been achieved. The QCB is presently renewing MRRC’s discharge permit and will concurrently issue a new order. It is expected that the new 10-year permit will include an order requiring continued implementation of BMP through 2036 to address residual discharges of acid rock drainage. The Company currently estimates that it will spend between approximately $13.7 million and $14.8 million for remediation at these sites over the next 30 years and has accrued a reserve at the low end of this range.
Lead Refinery Site
U.S.S. Lead Refinery, Inc. (Lead Refinery), a non-operating wholly owned subsidiary of MRRC, has conducted corrective action and interim remedial activities (collectively, Site Activities) at Lead Refinery’s East Chicago, Indiana site pursuant to the Resource Conservation and Recovery Act since December 1996. Although the Site Activities have been substantially concluded, Lead Refinery is required to perform monitoring and maintenance-related activities pursuant to a post-closure permit issued by the Indiana Department of Environmental Management effective as of March 2, 2013. Approximate costs to comply with the post-closure permit, including associated general and administrative costs, are estimated at between $1.9 million and $2.0 million over the next 11 years. The Company has recorded a reserve at the low end of this range.
On April 9, 2009, pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the EPA added the Lead Refinery site and surrounding properties to the National Priorities List (NPL). On July 17, 2009, Lead Refinery received a written notice from the EPA indicating that it may be a PRP under CERCLA due to the release or threat of release of hazardous substances, including lead, into properties surrounding the Lead Refinery NPL site. The EPA identified two other PRPs in connection with that matter. In November 2012, the EPA adopted a remedy for the surrounding properties and in September 2014, the EPA announced that it had entered into a settlement with the two other PRPs whereby they will pay approximately $26.0 million to fund the cleanup of approximately 300 properties surrounding the Lead Refinery NPL site (zones 1 and 3 of operable unit 1) and perform certain remedial action tasks.
On November 8, 2016, the Company, its subsidiary Arava Natural Resources Company, Inc. (Arava), and Arava’s subsidiary MRRC each received general notice letters from the EPA asserting that they may be PRPs in connection with the Lead Refinery
26
NPL site. The Company, Arava, and MRRC have denied liability for any remedial action and response costs associated with the Lead Refinery NPL site.
In June 2017, the EPA requested that Lead Refinery conduct, and the Company fund, a remedial investigation and feasibility study (RI/FS) of operable unit 2 of the Lead Refinery NPL site pursuant to a proposed administrative settlement agreement and order on consent. The Company and Lead Refinery entered into that agreement in September 2017. The Company has made a capital contribution to Lead Refinery to conduct the RI/FS with respect to operable unit 2 and has provided financial assurance in the amount of $1.0 million. The RI/FS remains ongoing, and the Company has reserved currently estimated costs associated with its completion. The EPA has also asserted its position that the Company is a responsible party for the Lead Refinery NPL site, and accordingly is responsible for a share of remedial action and response costs at both operable units 1 and 2 of the site.
In January 2018, the EPA issued two unilateral administrative orders (UAOs) directing the Company, Lead Refinery, and four other PRPs to conduct soil and interior remediation of certain residences at the Lead Refinery NPL site (zones 2 and 3 of operable unit 1). Subsequent thereto, the Company and Lead Refinery reached agreement with the four other PRPs to implement these two UAOs, with the Company agreeing to pay, on an interim basis, (i) an estimated $4.5 million (subject to potential change through a future reallocation process) of the approximately $25.0 million the PRPs then estimated it would cost to implement the UAOs, which estimate is subject to change, and (ii) $2.0 million relating to past costs incurred by other PRPs for work conducted at the site, as well as the possibility of up to $0.7 million in further payments for ongoing work by those PRPs. As of June 27, 2026, the Company has made payments of approximately $7.6 million related to the aforementioned agreement with the other PRPs. The Company disputes that it was properly named in the UAOs. In March 2022, Lead Refinery entered into an administrative settlement agreement and order on consent with the EPA, along with the four other PRPs, which involves payment of certain past and future costs relating to operable unit 1, in exchange for certain releases and contribution protection for the Company, Lead Refinery, and their respective affiliates relating to that operable unit. The settlement became effective in September 2022. The Company reserved $3.3 million for this settlement at the end of 2021.
In March 2018, a group of private plaintiffs sued the Company, Arava, MRRC, and Lead Refinery, along with other defendants, in civil tort action relating to the site. The Company, Arava, and MRRC have been voluntarily dismissed from that litigation without prejudice. In July 2024, Lead Refinery was granted partial judgment on the pleadings with respect to plaintiffs’ amended complaint and settled the litigation for a payment of approximately $0.1 million.
At this juncture, the Company is unable to determine the likelihood of a material adverse outcome or the amount or range of a potential loss in excess of the current reserve with respect to any remedial action or other litigation relating to the Lead Refinery NPL site, either at Lead Refinery’s former operating site (operable unit 2) or the adjacent residential area (operable unit 1), including, but not limited to, EPA oversight costs for which the EPA may attempt to seek reimbursement from the Company, and past costs for which other PRPs may attempt to seek contribution from the Company.
Bonita Peak Mining District
Following an August 2015 spill from the Gold King Mine into the Animas River near Silverton, Colorado, the EPA listed the Bonita Peak Mining District on the NPL. Said listing was finalized in September 2016. The Bonita Peak Mining District encompasses 48 mining sites within the Animas River watershed, including the Sunnyside Mine, the American Tunnel, and the Sunbank Group. On or about July 25, 2017, Washington Mining Company (Washington Mining) (a wholly-owned subsidiary of the Company’s wholly-owned subsidiary, Arava), received a general notice letter from the EPA stating that Washington Mining may be a PRP under CERCLA in connection with the Bonita Peak Mining District site and therefore responsible for the remediation of certain portions of the site, along with related costs incurred by the EPA. Shortly thereafter, the Company received a substantively identical letter asserting that it may be a PRP at the site and similarly responsible for the cleanup of certain portions of the site. On or about January 7, 2025, a similar general notice letter from the EPA was received by Mining Remedial Recovery Company (MRRC) (also a wholly-owned subsidiary of Arava), stating that MRRC may be a PRP at the site.Collectively, the general notice letters identify three other PRPs at the site. The U.S. government and State of Colorado have expressed their interest in discussing potential cost recovery claims against Washington Mining, MRRC and/or the Company, and ahead of anticipated discussions, tolling agreements have been entered into. At this juncture, however, no specific actions have yet been required and the Company is unable to determine the likelihood of a materially adverse outcome or the amount or range of a potential loss with respect to any litigation (including any enforcement action by the U.S. or any state) or remedial action related to the Bonita Peak Mining District NPL site, nor is the Company able to determine the outcome of potential litigation over indemnification rights that Washington Mining may assert against any third party in relation to the site.
27
Operating Properties
Mueller Copper Tube Products, Inc.
In 1999, Mueller Copper Tube Products, Inc. (MCTP), a wholly owned subsidiary, commenced a cleanup and remediation of soil and groundwater at its Wynne, Arkansas plant to remove trichloroethylene, a cleaning solvent formerly used by MCTP. On August 30, 2000, MCTP received approval of its Final Comprehensive Investigation Report and Storm Water Drainage Investigation Report addressing the treatment of soils and groundwater from the Arkansas Department of Environmental Quality (ADEQ). The Company established a reserve for this project in connection with the acquisition of MCTP in 1998. Effective November 17, 2008, MCTP entered into a Settlement Agreement and Administrative Order by Consent to submit a Supplemental Investigation Work Plan (SIWP) and subsequent Final Remediation Work Plan (RWP) for the site. By letter dated January 20, 2010, ADEQ approved the SIWP as submitted, with changes acceptable to the Company. On December 16, 2011, MCTP entered into an amended Administrative Order by Consent to prepare and implement a revised RWP regarding final remediation for the Site. The remediation system was activated in February 2014. Costs to implement the work plans, including associated general and administrative costs, are estimated to approximate between $0.9 million and $1.1 million over the next five years.
United States Department of Commerce Antidumping Review
On December 24, 2008, the Department of Commerce (DOC) initiated an antidumping administrative review of the antidumping duty order covering circular welded non-alloy steel pipe and tube from Mexico for the November 1, 2007 through October 31, 2008 period of review. The DOC selected Mueller Comercial as a respondent in the review. On April 19, 2010, the DOC published the final results of the review and assigned Mueller Comercial an antidumping duty rate of 48.33 percent. On May 25, 2010, the Company appealed the final results to the U.S. Court of International Trade (CIT). On December 16, 2011, the CIT issued a decision remanding the DOC’s final results. While the matter was still pending, the Company and the United States reached an agreement to settle the appeal. Subject to the conditions of the agreement, the Company anticipated that certain of its subsidiaries would incur antidumping duties on subject imports made during the period of review and, as such, established a reserve for this matter. After the lapse of the statutory period of time during which U.S. Customs and Border Protection (CBP) was required, but failed, to liquidate the entries at the settled rate, the Company released the reserve. Between October 30, 2015 and November 27, 2015, CBP sent a series of invoices to Southland Pipe Nipples Co., Inc. (Southland), requesting payment of duties and interest in connection with 795 import entries made during the November 1, 2007 through October 31, 2008 period. On January 26, 2016 and January 27, 2016, Southland filed protests with CBP in connection with these invoices, noting that CBP’s asserted claims were not made in accordance with applicable law, including statutory provisions governing deemed liquidation. On April 8, 2026, CBP denied the protests and demanded payment by Southland of approximately $5.1 million in duties and accrued interest. The Company continues to believe in the merits of the legal objections raised in Southland’s protests, and is evaluating whether to file an appeal in the CIT challenging CBP’s denial of the protests. Given the procedural posture and issues raised by this legal dispute, the Company cannot estimate the amount of potential duty liability, if any, that may result from CBP’s asserted claims.
Guarantees
Guarantees, in the form of letters of credit, are issued by the Company generally to assure the payment of insurance deductibles, certain retiree health benefits, and debt at certain unconsolidated affiliates. The terms of the guarantees are generally one year but are renewable annually as required. These letters are primarily backed by the Company’s revolving credit facility. The maximum payments that the Company could be required to make under its guarantees at June 27, 2026 were $27.5 million.
Note 12 – Income Taxes
The Company’s effective tax rate for the second quarter of 2026 was 25 percent compared with 24 percent for the same period last year. The primary items impacting the effective tax rate for the second quarter of 2026 were increases related to the provision for state income taxes, net of the federal benefit, of $10.9 million andother items of $3.5 million.
The primary item impacting the effective tax rate for the second quarter of 2025 was an increase related to the provision for state income taxes, net of the federal benefit, of $10.1 million.
The Company’s effective tax rate for the first half of 2026 was 25 percent compared with 24 percent for the same period last year. The items impacting the effective tax rate for the first half of 2026 were increases related to the provision for state income taxes, net of the federal benefit, of $21.6 million and other items of $5.0 million.
28
The primary item impacting the effective tax rate for the first half of 2025 was an increase related to the provision for state income taxes, net of the federal benefit, of $16.9 million.
The Company files a consolidated U.S. federal income tax return and numerous consolidated and separate-company income tax returns in many state, local, and foreign jurisdictions. The statute of limitations is open for the Company’s federal tax return for 2022 and all subsequent years. The statutes of limitations for most state returns are open for 2022 and all subsequent years, and some state and foreign returns are also open for some earlier tax years due to differing statute periods. While the Company believes that it is adequately reserved for possible audit adjustments, the final resolution of these examinations cannot be determined with certainty and could result in final settlements that differ from current estimates.
Note 13 – Accumulated Other Comprehensive Income (Loss)
AOCI includes certain foreign currency translation adjustments from those subsidiaries not using the U.S. dollar as their functional currency, net deferred gains and losses on certain derivative instruments accounted for as cash flow hedges, adjustments to pension and OPEB liabilities, and other comprehensive income attributable to unconsolidated affiliates.
The following tables provide changes in AOCI by component, net of taxes and noncontrolling interests (amounts in parentheses indicate debits to AOCI):
For the Six Months Ended June 27, 2026
(In thousands)
Cumulative Translation Adjustment
Unrealized Gain (Loss) on Derivatives
Pension/OPEB Liability Adjustment
Attributable to Unconsol. Affiliates
Total
Balance as of December 27, 2025
$
(52,079)
$
1,694
$
(3,295)
$
2,845
$
(50,835)
Other comprehensive (loss) income before reclassifications
(11,020)
2,092
93
(1,020)
(9,855)
Amounts reclassified from AOCI
—
(2,950)
(24)
—
(2,974)
Net current-period other comprehensive (loss) income
(11,020)
(858)
69
(1,020)
(12,829)
Balance as of June 27, 2026
$
(63,099)
$
836
$
(3,226)
$
1,825
$
(63,664)
For the Six Months Ended June 28, 2025
(In thousands)
Cumulative Translation Adjustment
Unrealized (Loss) Gain on Derivatives
Pension/OPEB Liability Adjustment
Attributable to Unconsol. Affiliates
Total
Balance as of December 28, 2024
$
(75,926)
$
(191)
$
(6,282)
$
2,120
$
(80,279)
Other comprehensive income (loss) before reclassifications
26,973
3,083
2,229
(733)
31,552
Amounts reclassified from AOCI
—
(2,368)
(20)
—
(2,388)
Net current-period other comprehensive income (loss)
26,973
715
2,209
(733)
29,164
Balance as of June 28, 2025
$
(48,953)
$
524
$
(4,073)
$
1,387
$
(51,115)
29
Reclassification adjustments out of AOCI were as follows:
Amount reclassified from AOCI
For the Quarter Ended
For the Six Months Ended
(In thousands)
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Affected line item
Unrealized gains on derivative commodity contracts
$
(3,269)
$
(1,306)
$
(3,807)
$
(3,055)
Cost of goods sold
736
294
857
687
Income tax expense
$
(2,533)
$
(1,012)
$
(2,950)
$
(2,368)
Net of tax and noncontrolling interests
Amortization of net (gain) loss and prior service (credit) cost on employee benefit plans
$
(23)
$
(23)
$
(44)
$
(41)
Other expense, net
10
12
20
21
Income tax expense
$
(13)
$
(11)
$
(24)
$
(20)
Net of tax and noncontrolling interests
Note 14 – Insurance Claim
In March 2023, a portion of the Company’s Covington, Tennessee manufacturing operation was damaged by a tornado. Certain inventories, production equipment, and building structures were extensively damaged. To date, $55.0 million of insurance proceeds have been received. During the second quarter of 2025, the Company recorded a pre-tax gain of $36.3 million, or $0.12 per diluted share after tax, for the excess of insurance proceeds received over the losses incurred for damaged inventories, equipment, and buildings, as there are no known contingencies and there is no expectation of repayment regarding the proceeds received to date and any additional costs associated with the event are expected to be minimal. During the third quarter of 2025, the Company recognized an additional pre-tax gain of $4.9 million, or $0.02 per diluted share after tax. The claim is not yet fully settled, and additional insurance recovery amounts are expected to be recorded in the future.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
General Overview
We are a leading manufacturer of copper, brass, and aluminum products. The range of products we manufacture is broad: copper tube and fittings; line sets; brass rod, bar, and shapes; aluminum and brass forgings; aluminum impact extrusions; refrigeration valves and fittings; pressure vessels; steel nipples; insulated flexible duct systems; and high-quality wire and cable solutions. 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, 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. 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.
30
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, Precision Tube, and Electrical Group. The segment manufactures and sells brass rod, bar, and shapes; aluminum and brass forgings; aluminum impact extrusions; specialty copper, copper alloy, and aluminum tube; and high-quality wire and cable solutions. The segment manufactures and sells its products primarily to domestic OEMs and distributors, and utilities in the industrial, transportation, construction, heating, ventilation, and air-conditioning, plumbing, refrigeration, energy, telecommunication, and electrical transmission and distribution 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, 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 June 2026 seasonally adjusted annual rate of new housing starts was 1.43 million, compared to the June 2025 rate of 1.38 million. The average 30-year fixed mortgage rate was 6.28 percent for the first half of 2026 and 6.60 percent for the year ended December 2025. 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 $738.7 billion in May 2026 compared to the May 2025 rate of $791.0 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.
Earnings and profitability are also impacted by unit volumes that are subject to market trends, such as substitute products, imports, technologies, and market share. 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.
31
Results of Operations
Consolidated Results
The following table compares summary operating results for the second quarter and first half of 2026 and 2025:
For the Quarter Ended
Percent Change
For the Six Months Ended
Percent Change
(In thousands)
June 27, 2026
June 28, 2025
2026 vs. 2025
June 27, 2026
June 28, 2025
2026 vs. 2025
Net sales
$
1,427,923
$
1,138,173
25.5
%
$
2,620,928
$
2,138,338
22.6
%
Operating income
309,974
304,168
1.9
622,202
510,430
21.9
Net income attributable to Mueller Industries, Inc.
249,655
245,924
1.5
488,673
403,356
21.2
The increase in net sales during the second quarter of 2026 was primarily due to (i) higher net selling prices of $184.6 million in our core product lines, primarily copper tube, brass rod, and high-quality wire and cable, related to the rise in raw material costs, (ii) sales of $62.5 million recorded by Bison, acquired on March 30, 2026, (iii) an increase in sales of $36.0 million in our non-core product lines, and (iv) higher unit sales volume of $17.4 million in our core product lines, primarily brass rod and high-quality wire and cable. These increases were partially offset by a decrease in sales of $10.7 million as a result of the sale of Sherwood during the first quarter of 2026.
The increase in net sales during the first half of 2026 was primarily due to (i) higher net selling prices of $400.7 million in our core product lines, (ii) sales of $62.5 million recorded by Bison, and (iii) an increase in sales of $52.7 million in our non-core product lines. These increases were partially offset by (i) a decrease in sales of $20.3 million as a result of the sale of Sherwood and (ii) lower unit sales volume of $13.0 million in our core product lines.
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:
32
The following tables compare cost of goods sold and operating expenses as dollar amounts and as a percent of net sales for the second quarter and first half of 2026 and 2025:
For the Quarter Ended
For the Six Months Ended
(In thousands)
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Cost of goods sold
$
1,032,577
$
785,194
$
1,867,138
$
1,513,379
Depreciation and amortization
17,335
17,905
33,987
35,028
Selling, general, and administrative expense
67,850
67,521
134,635
130,581
Loss (gain) on disposal of assets, net
187
(337)
1,720
(14,802)
Gain on sale of business
—
—
(41,407)
—
Asset impairments
—
—
2,653
—
Gain on insurance proceeds
—
(36,278)
—
(36,278)
Operating expenses
$
1,117,949
$
834,005
$
1,998,726
$
1,627,908
For the Quarter Ended
For the Six Months Ended
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Cost of goods sold
72.3
%
69.0
%
71.2
%
70.8
%
Depreciation and amortization
1.2
1.6
1.3
1.6
Selling, general, and administrative expense
4.8
5.9
5.1
6.1
Loss (gain) on disposal of assets, net
—
—
0.1
(0.7)
Gain on sale of business
—
—
(1.6)
—
Asset impairments
—
—
0.1
—
Gain on insurance proceeds
—
(3.2)
—
(1.7)
Operating expenses
78.3
%
73.3
%
76.2
%
76.1
%
Q2 2026 compared to Q2 2025
Cost of goods sold increased in the second quarter of 2026 primarily due to the factors noted above regarding the change in net sales. Gross margin as a percentage of sales was 27.7 percent compared with 31.0 percent in the prior year quarter. Depreciation and amortization was consistent with the second quarter of 2025. Selling, general, and administrative expense increased slightly in the second quarter of 2026 primarily as a result of (i) higher employment costs, including incentive compensation, of $1.6 million, (ii) higher legal and professional fees of $1.5 million, and (iii) incremental expenses of $1.4 million associated with Bison. These increases were largely offset by (i) lower product-related costs of $1.4 million, (ii) lower foreign currency transaction losses of $1.2 million, (iii) the absence of $0.5 million of expenses associated with Sherwood, and (iv) lower taxes and insurance of $0.4 million. In addition, during the second quarter of 2025, we recognized a gain of $36.3 million for the excess of insurance proceeds received over the losses incurred related to the March 2023 tornado at our Covington, Tennessee manufacturing operation.
Interest income was higher in the second quarter of 2026 primarily as a result of higher interest rates. During the second quarters of 2026 and 2025, we recognized unrealized gains on short-term investments of $6.5 million and $13.2 million, respectively. Other expense, net, was consistent with the second quarter of 2025.
Our effective tax rate for the second quarter of 2026 was 25 percent compared with 24 percent for the same period last year. The primary items impacting the effective tax rate were (i) increases related to the provision for state income taxes, net of the federal benefit, of $10.9 million and (ii) other items of $3.5 million.
For the second quarter of 2025, 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 $10.1 million.
33
During the second quarters of 2026 and 2025, we recognized net income of $6.9 million and $2.9 million, respectively, on our investments in unconsolidated affiliates.
YTD 2026 compared to YTD 2025
Cost of goods sold increased in the first half of 2026 primarily due to the factors noted above regarding the change in net sales. Gross margin as a percentage of sales was 28.8 percent compared with 29.2 percent in the prior year. Depreciation and amortization decreased slightly in the first half of 2026 primarily as a result of several long-lived assets becoming fully depreciated and long-lived assets sold with Sherwood, partially offset by incremental expenses associated with the acquisition of Bison. Selling, general, and administrative expense increased in the first half of 2026 primarily as a result of (i) higher employment costs, including incentive compensation, of $8.5 million, (ii) higher legal and professional fees of $5.1 million, and (iii) incremental expenses of $1.4 million associated with Bison. These increases were partially offset by (i) lower product-related costs of $6.1 million, (ii) lower foreign currency transaction losses of $1.7 million, (iii) the absence of $1.0 million of expenses associated with Sherwood, (iv) lower taxes and insurance of $0.9 million, (v) lower sales and marketing costs of $0.6 million, and (vi) lower repairs and maintenance of $0.6 million. In addition, during the first half of 2026 we recognized a gain of $41.4 million on the sale of our Sherwood business as well as fixed asset impairment charges on idled equipment of $2.7 million. During the first half of 2025 we recognized a gain of $36.3 million for the excess of insurance proceeds received over the losses incurred related to the March 2023 tornado at our Covington, Tennessee manufacturing operation. Lastly, during the first half of 2026 we recognized net losses on the disposal of assets of $1.7 million, compared to net gains on the disposal of assets of $14.8 million during the first half of 2025.
Interest income increased during the first half of 2026 primarily as a result of higher interest rates. During the first half of 2026 and 2025, we recognized unrealized gains on short-term investments of $4.5 million and $8.2 million, respectively. Other expense, net, was slightly higher during the first half of 2026 primarily due to higher environmental remediation expense for our non-operating properties.
Our effective tax rate for the first half of 2026 was 25 percent compared with 24 percent for the same period last year. The items impacting the effective tax rate were primarily related to (i) the provision for state income taxes, net of the federal benefit, of $21.6 million and (ii) other adjustments of $5.0 million.
For the first half of 2025, the primary item impacting the effective tax rate was an increase related to the provision for state income taxes, net of the federal benefit, of $16.9 million.
During the first half of 2026 and 2025, we recognized net income of $7.0 million and $2.4 million, respectively, on our investments in unconsolidated affiliates.
Piping Systems Segment
The following table compares summary operating results for the second quarter and first half of 2026 and 2025 for the businesses comprising our Piping Systems segment:
For the Quarter Ended
Percent Change
For the Six Months Ended
Percent Change
(In thousands)
June 27, 2026
June 28, 2025
2026 vs. 2025
June 27, 2026
June 28, 2025
2026 vs. 2025
Net sales
$
946,575
$
743,475
27.3
%
$
1,707,103
$
1,383,158
23.4
%
Operating income
248,346
250,296
(0.8)
465,356
408,460
13.9
The increase in net sales during the second quarter of 2026 was primarily attributable to (i) higher net selling prices in the segment’s core product lines, primarily copper tube, of $125.7 million, (ii) sales of $62.5 million recorded by Bison, and (iii) an increase in sales of $28.1 million in the segment’s non-core product lines. These increases were partially offset by lower unit sales volume of $15.9 million in the segment’s core product lines.
Net sales during the first half of 2026 increased primarily as a result of (i) higher net selling prices in the segment’s core product lines of $285.1 million, (ii) sales of $62.5 million recorded by Bison, and (iii) an increase in sales of $43.5 million in the segment’s non-core product lines. These increases were partially offset by lower unit sales volume of $67.5 million in the segment’s core product lines.
34
The following tables compare cost of goods sold and operating expenses as dollar amounts and as a percent of net sales for the second quarter and first half of 2026 and 2025:
For the Quarter Ended
For the Six Months Ended
(In thousands)
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Cost of goods sold
$
659,045
$
490,178
$
1,161,820
$
948,330
Depreciation and amortization
6,348
6,071
11,950
11,490
Selling, general, and administrative expense
32,771
34,555
63,734
66,965
Loss (gain) on disposal of assets, net
65
(1,347)
1,590
(15,809)
Asset impairments
—
—
2,653
—
Gain on insurance proceeds
—
(36,278)
—
(36,278)
Operating expenses
$
698,229
$
493,179
$
1,241,747
$
974,698
For the Quarter Ended
For the Six Months Ended
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Cost of goods sold
69.6
%
65.9
%
68.1
%
68.6
%
Depreciation and amortization
0.7
0.8
0.7
0.8
Selling, general, and administrative expense
3.5
4.6
3.7
4.8
Loss (gain) on disposal of assets, net
—
(0.2)
0.1
(1.1)
Asset impairments
—
—
0.2
—
Gain on insurance proceeds
—
(4.9)
—
(2.6)
Operating expenses
73.8
%
66.2
%
72.8
%
70.5
%
The increase in cost of goods sold during the second quarter of 2026 was primarily due to the factors noted above regarding the change in net sales. Gross margin as a percentage of sales was 30.4 percent compared with 34.1 percent in the prior year quarter. Depreciation and amortization increased slightly during the second quarter of 2026 primarily due to incremental expenses associated with the acquisition of Bison. Selling, general, and administrative expense decreased for the second quarter of 2026 primarily as a result of (i) lower foreign currency transaction losses of $2.5 million, (ii) lower product-related costs of $1.4 million, and (iii) lower sales and marketing costs of $0.4 million. These decreases were partially offset by (i) higher employment costs, including incentive compensation, of $1.5 million and (ii) incremental expenses of $1.4 million associated with Bison. In addition, during the second quarter of 2025 the segment recognized net gains on the disposal of assets of $1.3 million and a gain of $36.3 million for the excess of insurance proceeds received over the losses incurred related to the March 2023 tornado at our Covington, Tennessee manufacturing operation.
The increase in cost of goods sold during the first half of 2026 was primarily due to the factors noted above regarding the change in net sales. Gross margin as a percentage of sales was 31.9 percent compared with 31.4 percent in the prior year. Depreciation and amortization increased slightly in the first half of 2026 as a result of incremental expenses associated with the acquisition of Bison. Selling, general, and administrative expense decreased for the first half of 2026 primarily as a result of (i) lower product-related costs of $6.1 million, (ii) lower foreign currency transaction losses of $2.5 million, (iii) lower sales and marketing costs of $0.8 million, and (iv) lower repairs and maintenance of $0.7 million. These decreases were partially offset by (i) higher employment costs, including incentive compensation, of $4.4 million, (ii) incremental expenses of $1.4 million associated with Bison, and (iii) higher professional fees of $0.7 million. In addition, during the first half of 2026 the segment recognized fixed asset impairment charges on idled equipment of $2.7 million and net losses on the disposal of assets of $1.6 million. During the first half of 2025, the segment recognized net gains on the disposal of assets of $15.8 million and a gain of $36.3 million for the excess of insurance proceeds received over the losses incurred related to the March 2023 tornado at our Covington, Tennessee manufacturing operation.
35
Industrial Metals Segment
The following table compares summary operating results for the second quarter and first half of 2026 and 2025 for the businesses comprising our Industrial Metals segment:
For the Quarter Ended
Percent Change
For the Six Months Ended
Percent Change
(In thousands)
June 27, 2026
June 28, 2025
2026 vs. 2025
June 27, 2026
June 28, 2025
2026 vs. 2025
Net sales
$
354,998
$
270,598
31.2
%
$
676,275
$
522,511
29.4
%
Operating income
42,787
30,610
39.8
87,058
60,694
43.4
The increase in net sales during the second quarter of 2026 was primarily due to (i) higher net selling prices of $58.9 million in the segment’s core product lines, primarily brass rod and high-quality wire and cable, and (ii) higher unit sales volume of $33.3 million in the segment’s core product lines. These increases were slightly offset by a decrease in sales of $10.7 million as a result of the sale of Sherwood.
The increase in net sales during the first half of 2026 was primarily due to (i) higher net selling prices of $115.6 million in the segment’s core product lines, (ii) higher unit sales volume of $54.5 million in the segment’s core product lines, and (iii) an increase in sales of $2.6 million in the segment’s non-core product lines. These increases were partially offset by a decrease in sales of $20.3 million as a result of the sale of Sherwood.
The following tables compare cost of goods sold and operating expenses as dollar amounts and as a percent of net sales for the second quarter and first half of 2026 and 2025:
For the Quarter Ended
For the Six Months Ended
(In thousands)
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Cost of goods sold
$
298,470
$
225,713
$
560,712
$
433,199
Depreciation and amortization
8,183
8,446
16,491
16,802
Selling, general, and administrative expense
5,558
5,832
12,006
11,819
(Gain) loss on disposal of assets, net
—
(3)
8
(3)
Operating expenses
$
312,211
$
239,988
$
589,217
$
461,817
For the Quarter Ended
For the Six Months Ended
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Cost of goods sold
84.1
%
83.4
%
82.9
%
82.9
%
Depreciation and amortization
2.3
3.1
2.4
3.2
Selling, general, and administrative expense
1.6
2.2
1.8
2.3
(Gain) loss on disposal of assets, net
—
—
—
—
Operating expenses
88.0
%
88.7
%
87.1
%
88.4
%
The change in cost of goods sold during the second quarter of 2026 was primarily due to the factors noted above regarding the change in net sales. Gross margin as a percentage of sales was 15.9 percent compared with 16.6 percent in the prior year quarter. Depreciation and amortization was consistent with the second quarter of 2025. Selling, general, and administrative expense decreased slightly during the second quarter of 2026 primarily due to (i) the absence of $0.5 million of expenses associated with Sherwood and (ii) lower professional fees of $0.2 million. These decreases were partially offset by higher employment costs of $0.5 million.
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The increase in cost of goods sold during the first half of 2026 was primarily due to the factors noted above regarding the change in net sales. Gross margin as a percentage of sales was 17.1 percent compared with 17.1 percent in the prior year. Depreciation and amortization decreased during the first half of 2026 primarily as a result of several long-lived assets becoming fully depreciated and long-lived assets sold with Sherwood. Selling, general, and administrative expense increased slightly during the first half of 2026 primarily as a result of (i) higher employment costs of $0.9 million and (ii) higher professional fees of $0.4 million. These increases were largely offset by the absence of $1.0 million of expenses associated with Sherwood.
Climate Segment
The following table compares summary operating results for the second quarter and first half of 2026 and 2025 for the businesses comprising our Climate segment:
For the Quarter Ended
Percent Change
For the Six Months Ended
Percent Change
(In thousands)
June 27, 2026
June 28, 2025
2026 vs. 2025
June 27, 2026
June 28, 2025
2026 vs. 2025
Net sales
$
144,952
$
137,515
5.4
%
$
268,717
$
260,622
3.1
%
Operating income
42,583
42,628
(0.1)
75,962
78,252
(2.9)
Net sales for the second quarter and first half of 2026 increased primarily as a result of higher demand, particularly for products utilized in commercial construction, and an increase in volume and price in certain product lines.
The following tables compare cost of goods sold and operating expenses as dollar amounts and as a percent of net sales for the second quarter and first half of 2026 and 2025:
For the Quarter Ended
For the Six Months Ended
(In thousands)
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Cost of goods sold
$
93,192
$
84,451
$
174,955
$
162,966
Depreciation and amortization
1,749
1,726
3,428
3,418
Selling, general and administrative expense
7,306
7,697
14,250
14,976
Loss on disposal of assets, net
122
1,013
122
1,010
Operating expenses
$
102,369
$
94,887
$
192,755
$
182,370
For the Quarter Ended
For the Six Months Ended
June 27, 2026
June 28, 2025
June 27, 2026
June 28, 2025
Cost of goods sold
64.3
%
61.4
%
65.1
%
62.5
%
Depreciation and amortization
1.2
1.3
1.3
1.3
Selling, general and administrative expense
5.0
5.6
5.3
5.7
Loss on disposal of assets, net
0.1
0.7
—
0.4
Operating expenses
70.6
%
69.0
%
71.7
%
69.9
%
Cost of goods sold increased during the second quarter of 2026 primarily due to the rise in raw material costs. Gross margin as a percentage of sales was 35.7 percent compared with 38.6 percent in the prior year quarter. Depreciation and amortization and selling, general, and administrative expense were consistent with the second quarter of 2025. During the second quarter of 2025, the segment recorded a loss on the disposal of assets of $1.0 million.
Cost of goods sold increased during the first half of 2026 primarily due to factors noted above regarding the change in net sales. Gross margin as a percentage of sales was 34.9 percent compared with 37.5 percent in the prior year. Depreciation and
37
amortization was consistent with the first half of 2025. Selling, general, and administrative expense decreased slightly primarily due to lower employment costs of $0.6 million. In addition, during the first half of 2025, the segment recorded a loss on the disposal of assets of $1.0 million.
Liquidity and Capital Resources
The following table presents selected financial information for the first half of 2026 and 2025:
(In thousands)
2026
2025
Increase (decrease) in:
Cash, cash equivalents, and restricted cash
$
5,564
$
(32,160)
Short-term investments
4,508
34,835
Property, plant, and equipment, net
20,730
17,839
Goodwill and intangible assets, net
104,192
(21,620)
Total debt
5,243
(1,020)
Working capital, net of cash and current debt
195,091
178,367
Net cash provided by operating activities
292,001
304,161
Net cash used in investing activities
(125,833)
(33,486)
Net cash used in financing activities
(154,886)
(314,553)
Cash Flows from Operating Activities
During the six months ended June 27, 2026, net cash provided by operating activities was primarily attributable to (i) consolidated net income of $491.7 million and (ii) an increase in current liabilities of $167.9 million. There were also increases due to non-cash adjustments primarily consisting of (i) depreciation and amortization of $34.0 million and (ii) stock-based compensation expense of $15.8 million. These increases were partially offset by (i) an increase in accounts receivable of $292.2 million, (ii) an increase in inventories of $89.2 million, and (iii) a gain of $41.4 million related to the sale of the Sherwood business.
During the six months ended June 28, 2025, net cash provided by operating activities was primarily attributable to (i) consolidated net income of $407.8 million, (ii) an increase in current liabilities of $72.3 million, and (iii) non-capital related insurance proceeds of $12.3 million for the March 2023 tornado in Covington, Tennessee. There were also increases due to non-cash adjustments primarily consisting of (i) depreciation and amortization of $35.0 million and (ii) stock-based compensation expense of $13.9 million. These increases were partially offset by (i) an increase in accounts receivable of $134.5 million, (ii) the gain of $36.3 million related to insurance proceeds for the March 2023 tornado in Covington, Tennessee, (iii) an increase in inventories of $41.2 million, (iv) net gains on the disposal of assets of $14.8 million, and (v) unrealized gains on short-term investments of $8.2 million.
Cash Flows from Investing Activities
The major components of net cash used in investing activities during the six months ended June 27, 2026 included (i) $138.3 million for the purchase of Bison and (ii) capital expenditures of $38.8 million. These uses were partially offset by proceeds from the sale of the Sherwood business, net of cash sold, of $57.0 million.
The major components of net cash used in investing activities during the six months ended June 28, 2025 included (i) capital expenditures of $30.7 million and (ii) the purchase of short-term investments of $26.6 million. These uses were partially offset by proceeds from the sale of properties of $21.1 million.
Cash Flows from Financing Activities
For the six months ended June 27, 2026, net cash used in financing activities consisted primarily of (i) $76.4 million used to repurchase common stock of the Company, (ii) $76.1 million used for the payment of regular quarterly dividends to stockholders of the Company, and (iii) $5.0 million used for the payment of dividends to noncontrolling interests.
38
For the six months ended June 28, 2025, net cash used in financing activities consisted primarily of (i) $243.6 million used to repurchase common stock of the Company, (ii) $54.4 million used for the payment of regular quarterly dividends to stockholders of the Company, (iii) $12.2 million used for the payment of dividends to noncontrolling interests, and (iv) $4.2 million net cash used to settle stock-based awards.
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 June 27, 2026, we had $1.4 billion of cash on hand and $72.5 million available to be drawn under the Credit Agreement. Our current ratio was 4.8 to 1.
We have significant environmental remediation obligations which we expect to pay over future years. Cash used for environmental remediation activities was approximately $1.8 million during the first half of 2026. We expect to spend approximately $3.4 million over the next twelve months for ongoing environmental remediation activities.
The Company declared a quarterly cash dividend of 17.5 cents per common share during the first and second quarters of 2026 and 12.5 cents per common share during the first and second quarters of 2025, 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 June 27, 2026, the Company’s total debt was $5.2 million or 0.1 percent of its total capitalization.
The Company’s Credit Agreement provides for an unsecured $100.0 million revolving credit facility, which matures March 27, 2031. There were no borrowings outstanding under the Credit Agreement as of June 27, 2026. The Credit Agreement backed approximately $27.5 million in letters of credit at the end of the second quarter of 2026.
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 June 27, 2026, the Company was in compliance with all of its debt covenants.
Share Repurchase Program
The Board of Directors has extended, until July 2026, the authorization to repurchase up to 80 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 June 27, 2026, the Company has repurchased approximately 39.2 million shares under this authorization. See Part II., Item 2. below for information about the Company’s share repurchases during the quarter ended June 27, 2026.
Contractual Cash Obligations
There have been no significant changes in our contractual cash obligations reported at December 27, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
The Company is exposed to market risk from changes in raw material and energy costs, interest rates, and foreign currency exchange rates. To reduce such risks, we may periodically use financial instruments. Hedging transactions are authorized and executed pursuant to policies and procedures. Further, we do not buy or sell financial instruments for trading purposes.
Cost and Availability of Raw Materials and Energy
Raw materials, primarily copper and brass, represent the largest component of the Company’s variable costs of production. The cost of these materials is subject to global market fluctuations caused by factors beyond our control. Significant increases in the
39
cost of metal, to the extent not reflected in prices for our finished products, or the lack of availability could materially and adversely affect our business, results of operations, and financial condition.
The Company occasionally enters into future fixed-price arrangements with certain customers. We may utilize futures contracts to hedge risks associated with these forward fixed-price arrangements. We may also utilize futures contracts to manage price risk associated with inventory. Depending on the nature of the hedge, changes in the fair value of the futures contracts will either be offset against the change in fair value of the inventory through earnings or recognized as a component of accumulated other comprehensive income (AOCI) in equity and reflected in earnings upon the sale of inventory. Periodic value fluctuations of the contracts generally offset the value fluctuations of the underlying fixed-price transactions or inventory. At June 27, 2026, we held open futures contracts to purchase approximately $28.6 million of copper over the next 13 months related to fixed-price sales orders and to sell approximately $2.4 million of copper over the next month related to copper inventory.
We may enter into futures contracts or forward fixed-price arrangements with certain vendors to manage price risk associated with natural gas purchases. The effective portion of gains and losses with respect to these positions are deferred in equity as a component of AOCI and reflected in earnings upon consumption of natural gas. Periodic value fluctuations of the futures contracts generally offset the value fluctuations of the underlying natural gas prices. As of June 27, 2026, we held no open futures contracts to purchase natural gas.
Interest Rates
At June 27, 2026, we had no variable-rate debt and $27.5 million in letters of credit outstanding. At this borrowing level, a hypothetical 10 percent increase in interest rates would have had an insignificant unfavorable impact on our pretax earnings and cash flows. The primary interest rate exposure on variable-rate debt is based on the Secured Overnight Financing Rate (SOFR).
Foreign Currency Exchange Rates
Foreign currency exposures arising from transactions include firm commitments and anticipated transactions denominated in a currency other than an entity’s functional currency. The Company and its subsidiaries generally enter into transactions denominated in their respective functional currencies. We may utilize certain futures or forward contracts with financial institutions to hedge foreign currency transactional exposures. Gains and losses with respect to these positions are deferred in equity as a component of AOCI and reflected in earnings upon collection of receivables or payment of commitments. At June 27, 2026, we had open forward contracts with a financial institution to sell approximately 8.3 million euros and 4.9 million Norwegian kroner through September 2026.
The Company’s primary foreign currency exposure arises from foreign-denominated revenues and profits and their translation into U.S. dollars. The primary currencies to which we are exposed include the Canadian dollar, the British pound sterling, the Mexican peso, the South Korean won, and the Bahraini dinar. The Company generally views its investments in foreign subsidiaries with a functional currency other than the U.S. dollar as long-term. As a result, we generally do not hedge these net investments.
Cautionary Statement Regarding Forward Looking Information
This Quarterly Report contains various forward-looking statements and includes assumptions concerning the Company’s operations, future results, and prospects. These forward-looking statements are based on current expectations and are subject to risk and uncertainties, and may be influenced by factors that could cause actual outcomes and results to be materially different from those predicted. The forward-looking statements reflect knowledge and information available as of the date of preparation of the Quarterly Report, and the Company undertakes no obligation to update these forward-looking statements. We identify the forward-looking statements by using the words “anticipates,” “believes,” “expects,” “intends” or similar expressions in such statements.
In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, the Company provides the following cautionary statement identifying important economic, political, and technological factors, among others, which could cause actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions. In addition to those factors discussed under “Risk Factors” in the Annual Report on Form 10-K for the year ended December 27, 2025, such factors include: (i) the current and projected future business environment, including interest rates and capital and consumer spending; (ii) the domestic housing and commercial construction industry environment; (iii) availability and price fluctuations in commodities (including copper, natural gas, and other raw materials); (iv) competitive factors and competitor responses to the Company’s initiatives; (v) stability of government laws and regulations, including taxes; (vi) the
40
impact of enhanced U.S. tariffs, import/export restrictions or other trade barriers on global economic conditions, financial markets and our business; (vii) availability of financing; and (viii) continuation of the environment to make acquisitions, domestic and foreign, including regulatory requirements and market values of candidates.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures designed to ensure information required to be disclosed in Company reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(e) of the Exchange Act as of June 27, 2026. Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective as of June 27, 2026 to ensure that information required to be disclosed in Company reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to management, including the Company’s principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the Company’s fiscal quarter ending June 27, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
General
The Company is involved in certain litigation as a result of claims that arose in the ordinary course of business. Additionally, the Company may realize the benefit of certain legal claims and litigation in the future; these gain contingencies are not recognized in the Condensed Consolidated Financial Statements. For a description of material pending legal proceedings, see “Note 11 - Commitments and Contingencies” in the Notes to the Condensed Consolidated Financial Statements, which is incorporated herein by reference.
Item 1A. Risk Factors
The Company is exposed to risk as it operates its businesses. To provide a framework to understand the operating environment of the Company, we have provided a brief explanation of the more significant risks associated with our businesses in our 2025 Annual Report on Form 10-K. There have been no material changes in risk factors that were previously disclosed in our 2025 Annual Report on Form 10-K. Additionally, the operating results of the Company’s unconsolidated affiliates may be adversely affected by unfavorable economic and market conditions.
41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
The Company’s Board of Directors has extended, until July 2026, the authorization to repurchase up to 80 million shares of the Company’s common stock through open market transactions or through privately negotiated transactions. The Company 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. The Company may hold any shares repurchased in treasury or use a portion of the repurchased shares for its stock-based compensation plans, as well as for other corporate purposes. From its initial authorization in 1999 through June 27, 2026, the Company had repurchased approximately 39.2 million shares under this authorization. Below is a summary of the Company’s stock repurchases for the period ended June 27, 2026.
(a)
Total Number
of Shares Purchased (1)
(b) Average Price Paid per Share
(c) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
(d)
Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (2)
March 29, 2026 - April 25, 2026
6,400
$
9.28
—
40,760,390
April 26, 2026 - May 23, 2026
3,202
$
67.08
—
40,760,390
May 24, 2026 - June 27, 2026
—
$
—
—
40,760,390
Total
9,602
—
(1) Includes shares tendered to the Company by holders of stock-based awards in payment of the purchase price and/or withholding taxes upon exercise and/or vesting and shares purchased as part of a publicly announced plan. Also includes shares resulting from restricted stock forfeitures at the average cost of treasury stock.
(2) Shares available to be purchased under the Company’s 80 million share repurchase authorization until July 2026. The extension of the authorization was announced on October 23, 2024.
Item 5. Other Information
During the quarter ended June 27, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (in each case, as defined in Item 408(a) of Regulation S-K).
Cover Page Interactive Data File (embedded within the Inline XBRL document and included in exhibit 101)
Items 3 and 4 are not applicable and have been omitted.
43
SIGNATURES
Pursuant to the requirements 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.
