Mueller Water Products, Inc. 10-K

Item 9A. CONTROLS AND PROCEDURES Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit 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 rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual report. Based on this evaluation, those officers have concluded that, at September 30, 2020, our disclosure controls and procedures were effective. Changes in Internal Control over Financial Reporting There were no changes in internal control over financial reporting during the quarter ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act). Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We assessed the effectiveness of our internal control over financial reporting at September 30, 2020. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 framework). After doing so, management concluded that, at September 30, 2020, our internal control over financial reporting was effective. The effectiveness of our internal control over financial reporting at September 30, 2020 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report which is included in this annual report. 35 Table of Contents Index to Financial Statements PART III Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The name, age at November 18, 2020 and position of each of our executive officers and directors at September 30, 2020 are presented below. Name Age Position Scott Hall 56 President and Chief Executive Officer Steven S. Heinrichs 52 Executive Vice President, Chief Legal and Compliance Officer and Secretary Marietta Edmunds Zakas 61 Executive Vice President and Chief Financial Officer William A. Cofield 61 Senior Vice President, Operations & Supply Chain Todd P. Helms 53 Senior Vice President, Chief Human Resource Officer Chad D. Mize 44 Senior Vice President, Sales and Marketing Richelle R. Feyerherm 49 Vice President, Operations Controller Michael S. Nancarrow 46 Vice President and Chief Accounting Officer Shirley C. Franklin 75 Director Thomas J. Hansen 71 Director Jerry W. Kolb 84 Director Mark J. O’Brien 77 Director Christine Ortiz 50 Director Bernard G. Rethore 79 Director Lydia W. Thomas 76 Director Michael T. Tokarz 71 Director Stephen C. Van Arsdell 70 Director Scott Hall has served as our President and Chief Executive Officer since January 2017. He served as President and CEO of Textron’s Industrial segment from December 2009 until January 2017. Mr. Hall joined Textron in 2001 as president of Tempo, a multi-facility roll-up of communication test equipment. He was named president of Greenlee, a manufacturer of tools used in installing wire and cable, in 2003 when Tempo became part of Textron’s Greenlee business unit. Prior to joining Textron, Mr. Hall had several leadership roles at General Cable, a leading manufacturer of wire and cable. Mr. Hall ran General Cable’s Canadian businesses before taking over responsibility for General Cable’s global Communications business. Mr. Hall earned his Bachelor of Commerce degree from Memorial University of Newfoundland and his MBA from the University of Western Ontario Ivey School of Business. Steven S. Heinrichs has served as our Executive Vice President, Chief Legal and Compliance Officer and Secretary since August 2018. He served as Senior Vice President, General Counsel and Secretary of Neenah, Inc. (f/k/a Neenah Paper, Inc.), which spun off from Kimberly-Clark Corporation in December 2004, from June 2004 to July 2018. Mr. Heinrichs joined Kimberly-Clark as Chief Counsel, Pulp and Paper and General Counsel for Neenah, Inc. Prior to his employment with Kimberly-Clark, Mr. Heinrichs served as Associate General Counsel and Assistant Secretary for Mariner Health Care, Inc., a nursing home and long-term acute care hospital company. Before joining Mariner Health Care in 2003, Mr. Heinrichs served as Associate General Counsel and Assistant Secretary for American Commercial Lines LLC, a leading inland barge and shipbuilding company from 1998 through 2003. Mr. Heinrichs engaged in the private practice of law with Skadden, Arps, Slate, Meagher and Flom LLP and Shuttleworth, Smith, McNabb and Williams PLLC from 1994 through 1998. Mr. Heinrichs earned his MBA from the Kellogg School of Management at Northwestern University in 2008, his law degree from Tulane University in 1994, and his Bachelor of Arts degree from the University of Virginia. Marietta Edmunds Zakas has served as our Executive Vice President and Chief Financial Officer since January 2018. She served as Senior Vice President, Strategy, Corporate Development and Communications from November 2006 to December 2017. She was also the interim head of Human Resources from January 2016 to December 2017. Previously, Ms. Zakas held various positions at Russell Corporation, an athletic apparel, footwear and equipment company, culminating in her role as Corporate Vice President, Chief of Staff, Business Development and Treasurer. She earned a Bachelor of Arts degree with honors from Randolph-Macon Woman’s College (now known as Randolph College), a Master of Business Administration degree from the University of Virginia Darden School of Business and a Juris Doctor from the University of Virginia School of Law. Ms. Zakas is a director of Atlantic Capital Bank and Atlantic Capital Bancshares. 36 Table of Contents Index to Financial Statements William A. Cofield has served as our Senior Vice President, Operations & Supply Chain since January 2018. Previously, Mr. Cofield served as Vice President of Operations and Supply Chain for MGA Entertainment from May 2014 to December 2018 and Vice President of Operations for the Rubbermaid business within Newell Brands, Inc. (formerly Newell Rubbermaid, Inc.) from January 2009 to May 2014. Mr. Cofield earned his Bachelor of Science degree from the United States Military Academy. Upon graduation, he was commissioned as an officer in the United States Army where he served for 10 years. Mr. Cofield achieved the rank of Major before resigning his commission. Todd P. Helms has served as our Senior Vice President and Chief Human Resources Officer since February 2020. Previously, Mr. Helms held the position of Executive Vice President and Chief Human Resource Officer at Synovus Financial Corporation and of Senior Vice President, Human Resources at Genuine Parts Company. Mr. Helms earned a Bachelor of Science degree from King College, a Bachelor of Mechanical Engineering from Georgia Institute of Technology and a Master of Business Administration from Ohio University. Chad D. Mize has served as our Senior Vice President, Sales and Marketing since October 2019. He served as Vice President and General Manager of the Brass, Gas and Repair Value Stream from October 2017 to September 2019; Chief Financial Officer and Vice President of Mueller Co. LLC from March 2010 to September 2017; Corporate Controller from January 2007 to February 2010; and Manager of Financial Reporting and Analysis from October 2004 to December 2006. Previously, Mr. Mize served as Senior Audit Supervisor of Archer Daniels Midland from May 1998 to September 2004. Mr. Mize earned a Bachelor of Science degree from Illinois State University and a Master of Business Administration from Millikin University. Richelle R. Feyerherm has served as our Vice President, Operations Controller since November 2019. Previously, Ms. Feyerherm served as a Financial Officer of the Water Products division of Lonza Group, Ltd. from October 2011 to February 2019. Ms. Feyerherm earned her Bachelor of Science degree from the State University of New York and is a certified public accountant. Michael S. Nancarrow has served as our Vice President and Chief Accounting Officer since January 2018. He served as our Senior Director, Financial Reporting and Assistant Controller since December 2014 and our Director of Financial Reporting since September 2006. Mr. Nancarrow earned a Bachelor of Science degree from The Ohio State University and is a certified public accountant. Shirley C. Franklin has been a member of our board of directors since November 2010. Ms. Franklin serves as Executive Chair of the board of directors of Purpose Built Communities, Inc., a national non-profit organization established to transform struggling neighborhoods into sustainable communities. She also serves as Co-Chair of the Atlanta Regional Commission on Homelessness and as Chair of the board of directors of the National Center for Civil and Human Rights. From 2002 to 2010, Ms. Franklin was mayor of Atlanta, Georgia. Ms. Franklin earned a Bachelor of Science degree in sociology from Howard University and a Master’s degree in sociology from the University of Pennsylvania. Thomas J. Hansen has been a member of our board of directors since October 2011. Until 2012, Mr. Hansen served as Vice Chairman of Illinois Tool Works Inc. (“ITW”), a manufacturer of fasteners and components, consumable systems and a variety of specialty products and equipment. He joined ITW in 1980 as sales and marketing manager of the Shakeproof Industrial Products businesses. From 1998 until May 2006, Mr. Hansen served as Executive Vice President of ITW. Mr. Hansen earned a Bachelor of Science degree in marketing from Northern Illinois University and a Master of Business Administration degree from Governors State University. Jerry W. Kolb has been a member of our board of directors since April 2006. From 1986 to 1998, Mr. Kolb served as a Vice Chairman of Deloitte LLP, a registered public accounting firm. Mr. Kolb earned a Bachelor of Science degree in accountancy with highest honors from the University of Illinois and Master of Business Administration degree in finance from DePaul University. Mr. Kolb is a certified public accountant. 37 Table of Contents Index to Financial Statements Mark J. O’Brien has been a member of our board of directors since April 2006 and has served as our Non-Executive Chairman since January 2018. He served as Chairman of Walter Investment Management Corp. (formerly Walter Industries’ Homes Business), a mortgage portfolio owner and mortgage originator and servicer, from 2009 through December 2015, and he served as its Chief Executive Officer from 2009 to October 2015. Mr. O’Brien has been President and Chief Executive Officer of Brier Patch Capital and Management, Inc., a real estate management and investment firm, since 2004. He served in various executive capacities at Pulte Homes, Inc., a home building company, for 21 years, retiring as President and Chief Executive Officer in 2003. Mr. O’Brien earned a Bachelor of Arts degree in history from the University of Miami. Christine Ortiz has been a member of our board of directors since November 2018. Dr. Ortiz is the Morris Cohen Professor of Materials Science and Engineering at the Massachusetts Institute of Technology. The author of more than 180 scholarly publications, she has supervised research projects across multiple academic disciplines, received 30 national and international honors, including the Presidential Early Career Award in Science and Engineering awarded to her by President George W. Bush, and served as the Dean for Graduate Education at MIT from 2010 to 2016. She is also the founder of an innovative, nonprofit, post-secondary educational institution, Station1. Dr. Ortiz earned a B.S. from Rensselaer Polytechnic Institute and an M.S. and Ph.D. from Cornell University, all in the field of materials science and engineering. Bernard G. Rethore has been a member of our board of directors since April 2006. Mr. Rethore has served as Chairman Emeritus of Flowserve Corporation, a manufacturer of pumps, valves, seals and components, since 2000. From January 2000 to April 2000, he served as Flowserve’s Chairman. Mr. Rethore had previously served as its Chairman, President and Chief Executive Officer. In 2008, Mr. Rethore was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year, and in 2012, he was designated a Board Leadership Fellow by the National Association of Corporate Directors. Mr. Rethore earned a Bachelor of Arts degree in Economics (Honors) from Yale University and a Master of Business Administration degree from the Wharton School of the University of Pennsylvania, where he was a Joseph P. Wharton Scholar and Fellow. Lydia W. Thomas has been a member of our board of directors since January 2008. Dr. Thomas served as President and Chief Executive Officer of Noblis, Inc., a public interest scientific research, technology and strategy company, from 1996 to 2007. She was previously with The MITRE Corporation, Center for Environment, Resources and Space, serving as Senior Vice President and General Manager from 1992 to 1996, Vice President from 1989 to 1992 and Technical Director from 1982 to 1989. In 2013, she was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year. Dr. Thomas is also a member of the Council on Foreign Relations. She earned a Bachelor of Science degree in zoology from Howard University, a Master of Science degree in microbiology from American University and a Doctor of Philosophy degree in cytology from Howard University. Michael T. Tokarz has been a member of our board of directors since April 2006. From 1985 until 2002, Mr. Tokarz served as a member of the limited liability company that serves as the general partner of Kohlberg Kravis Roberts & Co. L.P., a private equity company. He served as non-executive Chairman of the Board of Walter Energy, Inc. until July 2016, and until May 2017, he served as a director of CNO Financial Group, Inc. (formerly Conseco, Inc.), an insurance provider, and as a director of Walter Investment Management Corp. Mr. Tokarz has served as a director of the Tokarz Group, LLC, an investment company, since 2002 and of MVC Capital, Inc., a registered investment company, since 2003. In 2007, he was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year. Mr. Tokarz earned a Bachelor of Arts degree in economics with high distinction and a Master of Business Administration degree in finance from the University of Illinois. Stephen C. Van Arsdell has been a member of our board of directors since July 2019. Mr. Van Arsdell is a former senior partner of Deloitte LLP, where he served as Chairman and Chief Executive Officer of Deloitte & Touche LLP from 2010-2012 and as Deputy Chief Executive Officer from 2009-2010. He also served as a member of Deloitte’s board of directors from 2003-2009, during which time he held the position of Vice-Chairman. Mr. Van Arsdell has served as a member of the board of directors of First Midwest Bancorp, Inc. since 2015 and has been a member of the audit committee of Brown Brothers Harriman since 2017. Mr. Van Arsdell earned both a Bachelor of Science degree in Accounting and a Masters of Accounting Science degree from the University of Illinois. He is a certified public accountant. 38 Table of Contents Index to Financial Statements Additional Information Additional information required by this item will be contained in our definitive proxy statement issued in connection with the 2021 Annual Meeting of Stockholders filed with the SEC within 120 days after September 30, 2020 and is incorporated herein by reference. Our website address is www.muellerwaterproducts.com . You may read and print our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and all amendments to those reports from the investor relations section of our website free of charge. These reports are available on our website soon after we file them with or furnish them to the SEC. These reports should also be available through the SEC’s website at www.sec.gov . We have adopted a written code of conduct that applies to all directors, officers and employees, including a separate code that applies only to our principal executive officer and senior financial officers in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder. Our Code of Business Conduct and Ethics is available in the corporate governance section of our website. In the event that we make changes in, or provide waivers from, the provisions of this Code of Business Conduct and Ethics that the SEC requires us to disclose, we will disclose these events in the corporate governance section of our website. We have adopted corporate governance guidelines. The guidelines and the charters of our board committees are available in the corporate governance section of our website. Copies of the Code of Business Conduct and Ethics, corporate governance guidelines and board committee charters are also available in print upon written request to the Corporate Secretary, Mueller Water Products, Inc., 1200 Abernathy Road N.E., Suite 1200, Atlanta, GA 30328. Item 11. EXECUTIVE COMPENSATION The information required by this item will be contained in our definitive proxy statement issued in connection with the 2021 Annual Meeting of Stockholders and is incorporated herein by reference. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS Except for the information set forth below and the information set forth in “Part II, Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES,” the information required by this item will be contained in our definitive proxy statement issued in connection with the 2021 Annual Meeting of Stockholders and is incorporated herein by reference. Securities Authorized for Issuance under Equity Compensation Plans We have two compensation plans under which our equity securities are authorized for issuance. The Mueller Water Products, Inc. 2006 Employee Stock Purchase Plan (“ESPP”) was approved by our sole stockholder in May 2006 and amended by our stockholders in February 2016. The Mueller Water Products, Inc. 2006 Stock Incentive Plan (“2006 Plan”) was approved by our sole stockholder in May 2006 and amended by our stockholders in January 2008, January 2009 and January 2012. 39 Table of Contents Index to Financial Statements The following table sets forth certain information relating to these equity compensation plans at September 30, 2020. Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance Equity compensation plans approved by stockholders: 2006 Plan 1,807,482 (1) $ 6.11 (2) 6,575,797 (3) ESPP 37,607 — 2,400,158 (4) Total 1,845,089 8,975,955 (1) Consists of the maximum number of shares that could be earned upon exercise or vesting of outstanding stock-based awards granted under the 2006 Plan. This includes 1,070,877 shares associated with share-settled performance units that may not be earned, depending on Company performance or stock market performance, as described in Note 12. of the Notes to the Consolidated Financial Statements. (2) Weighted average exercise price of options to acquire 328,099 shares of our common stock. (3) The number of securities remaining available for future issuance under the 2006 Plan is 20,500,000 shares less the cumulative number of shares granted under the plan, assuming maximum payout of all share-settled performance units for which performance goals have not yet been set, plus the cumulative number of awards canceled under the plan and, after January 25, 2012, shares surrendered upon issuance to cover employees’ related tax liability. (4) The number of securities remaining available for future issuance under the ESPP Plan is 5,800,000 shares less the cumulative number of shares that have been issued under the plan. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item will be contained in our definitive proxy statement issued in connection with the 2021 Annual Meeting of Stockholders and is incorporated herein by reference. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item will be contained in our definitive proxy statement issued in connection with the 2021 Annual Meeting of Stockholders and is incorporated herein by reference. 40 Table of Contents Index to Financial Statements PART IV Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Financial Statements Index to financial statements Page number Reports of Independent Registered Public Accounting Firm F-1 Consolidated Balance Sheets at September 30, 2020 and 2019 F-4 Consolidated Statements of Operations for the years ended September 30, 2020, 2019 and 2018 F-5 Consolidated Statements of Comprehensive Income for the years ended September 30, 2020, 2019 and 2018 F-6 Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2020, 2019 and 2018 F-7 Consolidated Statements of Cash Flows for the years ended September 30, 2020, 2019 and 2018 F-8 Notes to Consolidated Financial Statements for the three years ended September 30, 2020 F-9 (b) Financial Statement Schedules Except for Schedule II, Valuation and Qualifying Accounts, the schedules for which provision is made in the applicable accounting regulations of the SEC are not required under the related instructions or are inapplicable and, therefore, have been omitted. The information required by Schedule II is included in the Notes to Consolidated Financial Statements. (c) Exhibits Exhibit no. Document 2.1 Agreement and Plan of Merger dated as of June 17, 2005 among Mueller Water Products, Inc., Walter Industries, Inc., JW MergerCo, Inc. and DLJ Merchant Banking II, Inc., as stockholders’ representative. Incorporated by reference to Exhibit 2.1 to Mueller Water Products, Inc. Form 8-K (File no. 333-116590) filed on June 21, 2005. 2.2 Letter Agreement dated as of February 23, 2006 between Walter Industries, Inc. and Mueller Water Products, Inc. Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc. Form 8-K (File no. 333-131521) filed February 27, 2006. 2.3 Agreement and Plan of Merger, dated as of January 31, 2006, by and among Mueller Holding Company, Inc., Mueller Water Products, LLC and Mueller Water Products Co-Issuer, Inc. Incorporated by reference to Exhibit 2.1 Mueller Water Products, Inc. Form 8-K (File no. 333-116590) filed on February 3, 2006. 2.5 Purchase Agreement dated as of January 6, 2017, by and among OEP Pioneer LLC, OEP Pioneer (Canada) Holdings Corp., Mueller Co. LLC, Anvil International, LLC and Mueller Water Products, Inc. Incorporated by reference to Exhibit 2.1 to Mueller Water Products, Inc. Form 8-K (File No. 001-32892) filed January 10, 2017. 3.1 Amended and Restated Bylaws of Mueller Water Products, Inc. Incorporated by reference to Exhibit 3.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 4, 2017. 3.2 Second Restated Certificate of Incorporation of Mueller Water Products, Inc. Incorporated by reference to Exhibit 3.2 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on January 25, 2012. 4.1 Indenture, dated June 12, 2018, among Mueller Water Products, Inc., the guarantors named on the signature pages thereto and Wells Fargo Bank, National Association, as trustee (including form of global notes). Incorporated by reference to Exhibit 4.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on June 12, 2018. 4.2 ** Description of Securities registered under Section 12 of the Securities Exchange Act of 1934. 10.2 Income Tax Allocation Agreement by and among Walter Industries, Inc., the Walter Affiliates (as defined therein), Mueller Water Products, Inc. and the Mueller Affiliates (as defined therein). Incorporated by reference to Exhibit 10.2 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on May 30, 2006. 10.3.1* Mueller Water Products, Inc. Second Amended and Restated 2006 Stock Incentive Plan. Incorporated by reference to Exhibit D to Mueller Water Products, Inc. Form DEF 14A (File no. 001-32892) filed on January 15, 2016. 10.4.2* Mueller Water Products, Inc. Form of Notice of Stock Option Grant. Incorporated by reference to Exhibit 10.4.2 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 26, 2014. 10.6.1* Mueller Water Products, Inc. Amended and Restated 2006 Employee Stock Purchase Plan. Incorporated by reference to Exhibit C to Mueller Water Products, Inc. Form DEF 14A (File no. 001-32892) filed on January 15, 2016. 10.7* Mueller Water Products, Inc. Directors’ Deferred Fee Plan. Incorporated by reference to Exhibit 10.7 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on May 30, 2006. 41 Table of Contents Index to Financial Statements Exhibit no. Document 10.8* Form of Mueller Water Products, Inc. Director Indemnification Agreement. Incorporated by reference to Exhibit 99.2 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on October 31, 2008. 10.9* Executive Incentive Plan of Mueller Water Products, Inc. Incorporated by reference to Exhibit 10.6 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on May 30, 2006. 10.10* Mueller Water Products, Inc. Executive Deferred Compensation Plan. Incorporated by reference to Exhibit 99.3 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on October 31, 2008. 10.11.2* Amended and Restated Mueller Water Products, Inc. Supplemental Defined Contribution Plan, effective as of January 1, 2009. Incorporated by reference to Exhibit 10.13.2 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on February 9, 2009. 10.14 Joint Litigation Agreement dated December 14, 2006 between Walter Industries, Inc. and Mueller Water Products, Inc. Incorporated by reference to Exhibit 10.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 19, 2006. 10.16* Form of Amendment to Executive Employment Agreement. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on February 6, 2009. 10.17.1* Mueller Water Products, Inc. Amended and Restated 2010 Management Incentive Plan. Incorporated by reference to Exhibit B to Mueller Water Products, Inc. Form DEF 14A (File no. 001-32892) filed on January 15, 2016. 10.19 Credit Agreement, dated August 26, 2010, among Mueller Water Products, Inc. and the borrowing subsidiaries named on the signature pages thereto, each as a Borrower, certain financial institutions, as Lenders, JPMorgan Chase Bank, N.A., as Syndication Agent, Wells Fargo Bank, National Association and SunTrust Bank, as Co-Documentation Agents, Bank of America, N.A. as Administrative Agent and Banc of America Securities LLC and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners. Incorporated by reference to Exhibit 10.23 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on August 27, 2010. 10.19.1 First Amendment to Credit Agreement, dated December 18, 2012. Incorporated by reference to Exhibit 10.20.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 19, 2012. 10.19.2 Second Amendment to Credit Agreement, dated November 25, 2014. Incorporated by reference to Exhibit 10.19.2 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 26, 2014. 10.19.3 Third Amendment to Credit Agreement, dated July 12, 2016. Incorporated by reference to Exhibit 10.19.3 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on August 8, 2016. 10.21 Purchase Agreement, dated March 7, 2012, among Mueller Water Products, Inc., Mueller Group, LLC and USP Holdings Inc. Incorporated by reference to Exhibit 2.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on March 8, 2012. 10.29* Employment Agreement, dated September 15, 2008, as amended, between Mueller Water Products Inc. and Marietta Edmunds Zakas. Incorporated by reference to Exhibit 10.28 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed November 22, 2016. 10.29.2* Fourth Amendment, dated December 27, 2017, to Employment Agreement, dated September 15, 2008, as amended, between Mueller Water Products Inc. and Marietta Edmunds Zakas. Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed December 28, 2017. 10.29.4* Executive Change-in-Control Severance Agreement, dated September 30, 2019 by and between Mueller Water Products and Marietta Edmunds Zakas 10.30* Employment Agreement, dated January 4, 2017, by and between Mueller Water Products Inc. and John Scott Hall. Incorporated by reference to Exhibit 10.2 to Mueller Water Products, Inc. Form 8-K (File No. 001-32892) filed January 10, 2017. 10.30.3* Executive Change-in-Control Severance Agreement, dated September 30, 2019 by and between Mueller Water Products and J. Scott Hall 10.31* Employment Agreement, dated July 18, 2018, by and between Mueller Water Products Inc. and Steven S. Heinrichs. Incorporated by reference to Exhibit 10.31 to Mueller Water Products, Inc. Form 10-K (File No. 001-32892) filed November 21, 2018. 10.31.2* Executive Change-in-Control Severance Agreement, dated September 30, 2019 by and between Mueller Water Products and Steven S. Heinrichs 14.1* Code of Business Conduct and Ethics for Mueller Water Products, Inc. Incorporated by reference to Exhibit 14.1 to Mueller Water Products, Inc. Form 10-Q (File no. 00132892) filed on February 7, 2014. 21.1** Subsidiaries of Mueller Water Products, Inc. 23.1** Consent of Independent Registered Accounting Firm. 31.1** Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2** Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 42 Table of Contents Index to Financial Statements Exhibit no. Document 32.2** Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101** The following financial information from the Annual Report on Form 10-K for the year ended September 30, 2020, formatted in XBRL (Extensible Business Reporting Language), (i) the Consolidated Balance Sheets , (ii) the Consolidated Statements of Operations and Other Comprehensive Income , (iii) the Consolidated Statements of Stockholders’ Equity , (iv) the Consolidated Statements of Cash Flows , and (v) the Notes to Consolidated Financial Statements . 104** Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Management compensatory plan, contract or arrangement ** Filed with this annual report 43 Table of Contents Index to Financial Statements SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: November 18, 2020 MUELLER WATER PRODUCTS, INC. By: /s/ Scott Hall Name: Scott Hall Title: President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Scott Hall President and Chief Executive Officer November 18, 2020 Scott Hall /s/ Marietta Edmunds Zakas Executive Vice President and Chief Financial Officer (principal financial officer) November 18, 2020 Marietta Edmunds Zakas /s/ Michael S. Nancarrow Vice President and Chief Accounting Officer (principal accounting officer) November 18, 2020 Michael S. Nancarrow /s/ Shirley C. Franklin Director November 18, 2020 Shirley C. Franklin /s/ Thomas J. Hansen Director November 18, 2020 Thomas J. Hansen /s/ Jerry W. Kolb Director November 18, 2020 Jerry W. Kolb /s/ Mark J. O’Brien Director November 18, 2020 Mark J. O’Brien /s/ Christine Ortiz Director November 18, 2020 Christine Ortiz /s/ Bernard G. Rethore Director November 18, 2020 Bernard G. Rethore /s/ Lydia W. Thomas Director November 18, 2020 Lydia W. Thomas /s/ Michael T. Tokarz Director November 18, 2020 Michael T. Tokarz /s/ Stephen C. Van Arsdell Director November 18, 2020 Stephen C. Van Arsdell 44 Table of Contents Index to Financial Statements Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Mueller Water Products, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Mueller Water Products, Inc. and subsidiaries (the Company) as of September 30, 2020 and 2019, the related consolidated statements of operations, comprehensive income , equity and cash flows for each of the three years in the period ended September 30, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at September 30, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2020, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated November 18, 2020 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit s . We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. F- 1 Table of Contents Index to Financial Statements Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates. Valuation of Goodwill - Krausz Reporting Unit Description of the Matter As described in Note 6 to the consolidated financial statements, goodwill is tested at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. As of September 1, 2020, the Company performed a quantitative assessment of the $87.7 million in goodwill of the Krausz Industries (“Krausz”) reporting unit. The Company determined the fair value of the Krausz reporting unit using valuation techniques including the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach. Auditing management’s impairment test over the Krausz reporting unit goodwill using the discounted cash flow method involved especially subjective judgments due to the significant estimation uncertainty in determining the fair value of the reporting unit. In particular, the fair value estimate was sensitive to significant assumptions such as forecasted revenues, EBITDA margins and the discount rate. These significant assumptions are forward-looking and could be affected by future industry, market and economic conditions. How We Addressed the Matter in Our Audit We tested the Company’s controls over review of the fair value of the Krausz reporting unit. This included testing controls over management’s review of the valuation model and the significant assumptions described above. To test the estimated fair value of the Krausz reporting unit, we performed audit procedures that included, among others, assessing the methodologies used to estimate fair value, testing the significant assumptions used to develop the fair value estimate, and testing the underlying data used by the Company in its analysis for completeness and accuracy. For example, we evaluated the reasonableness of management’s forecasted revenues and EBITDA margins used in the fair value estimates by comparing those assumptions to the historical results of Krausz and current industry, market and economic forecasts. We also involved our valuation specialists to evaluate the valuation methodologies and the reasonableness of the discount rate. As part of this evaluation, we compared the discount rate to market data. In addition, we performed a sensitivity analysis on the significant assumptions to evaluate the potential change in the fair value of the reporting unit that would result from the changes in assumptions. We have served as the Company’s auditor since 2007. Atlanta, Georgia November 18, 2020 F- 2 Table of Contents Index to Financial Statements Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Mueller Water Products, Inc. Opinion on Internal Control over Financial Reporting We have audited Mueller Water Products, Inc. and subsidiaries’ internal control over financial reporting as of September 30, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Mueller Water Products, Inc. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2020, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of September 30, 2020 and 2019, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended September 30, 2020, and the related notes and our report dated November 18, 2020 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Atlanta, Georgia November 18, 2020 F- 3 Table of Contents Index to Financial Statements MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS September 30, 2020 2019 (in millions, except share amounts) Assets: Cash and cash equivalents $ 208.9 $ 176.7 Receivables, net 180.8 172.8 Inventories 162.5 191.4 Other current assets 29.0 26.0 Total current assets 581.2 566.9 Property, plant and equipment, net 253.8 217.1 Intangible assets 408.9 433.7 Goodwill 99.8 95.7 Other noncurrent assets 51.3 23.9 Total assets $ 1,395.0 $ 1,337.3 Liabilities and equity: Current portion of long-term debt $ 1.1 $ 0.9 Accounts payable 67.3 84.6 Other current liabilities 86.6 93.0 Total current liabilities 155.0 178.5 Long-term debt 446.5 445.4 Deferred income taxes 96.5 87.9 Other noncurrent liabilities 56.3 33.2 Total liabilities 754.3 745.0 Commitments and contingencies (Note 18.) Common stock: 600,000,000 shares authorized; 158,064,750 and 157,462,140 shares outstanding at September 30, 2020 and 2019, respectively 1.6 1.6 Additional paid-in capital 1,378.0 1,410.7 Accumulated deficit ( 714.2 ) ( 786.2 ) Accumulated other comprehensive loss ( 24.7 ) ( 36.0 ) Total Company stockholders’ equity 640.7 590.1 Noncontrolling interest — 2.2 Total equity 640.7 592.3 Total liabilities and equity $ 1,395.0 $ 1,337.3 The accompanying notes are an integral part of the consolidated financial statements. F- 4 Table of Contents Index to Financial Statements MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS Year ended September 30, 2020 2019 2018 (in millions, except per share amounts) Net sales $ 964.1 $ 968.0 $ 916.0 Cost of sales 635.9 647.1 626.1 Gross profit 328.2 320.9 289.9 Operating expenses: Selling, general and administrative 198.4 182.7 166.7 Gain on sale of idle property — ( 2.4 ) ( 9.0 ) Other charges 13.0 16.3 10.5 Total operating expenses 211.4 196.6 168.2 Operating income 116.8 124.3 121.7 Pension costs (benefits) other than service ( 3.0 ) 0.4 1.0 Interest expense, net 25.5 19.8 20.9 Loss on early extinguishment of debt — — 6.5 Gain on settlement of interest rate swap contracts — — ( 2.4 ) Walter Energy accrual 0.2 22.0 — Income before income taxes 94.1 82.1 95.7 Income tax expense (benefit) 22.1 18.3 ( 9.9 ) Net income $ 72.0 $ 63.8 $ 105.6 Net income per share: Basic $ 0.46 $ 0.40 $ 0.67 Diluted $ 0.45 $ 0.40 $ 0.66 Weighted average shares outstanding: Basic 157.8 157.8 158.2 Diluted 158.6 159.0 159.7 Dividends declared per share $ 0.2100 $ 0.2025 $ 0.1900 The accompanying notes are an integral part of the consolidated financial statements. F- 5 Table of Contents Index to Financial Statements MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Year ended September 30, 2020 2019 2018 (in millions) Net income $ 72.0 $ 63.8 $ 105.6 Other comprehensive income (loss): Pension liability 4.4 ( 13.3 ) 27.4 Income tax effects ( 1.1 ) 3.8 ( 6.9 ) Foreign currency translation 8.0 6.3 ( 3.0 ) Derivative instruments — — 2.4 Income tax effects — — ( 0.9 ) 11.3 ( 3.2 ) 19.0 Comprehensive income $ 83.3 $ 60.6 $ 124.6 The accompanying notes are an integral part of the consolidated financial statements. F- 6 Table of Contents Index to Financial Statements MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY FOR THE THREE YEARS ENDED SEPTEMBER 30, 2020 Common stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Non-controlling interest Total (in millions) Balance at September 30, 2017 $ 1.6 $ 1,494.2 $ ( 955.6 ) $ ( 51.8 ) $ 1.1 $ 489.5 Net income — — 105.6 — 0.4 106.0 Dividends declared — ( 30.1 ) — — — ( 30.1 ) Stock-based compensation — 5.2 — — — 5.2 Shares retained for employee taxes — ( 2.1 ) — — — ( 2.1 ) Common stock issued — 7.3 — — — 7.3 Stock repurchased under buyback program — ( 30.0 ) — — — ( 30.0 ) Other comprehensive income, net of tax — — — 19.0 — 19.0 Balance at September 30, 2018 1.6 1,444.5 ( 850.0 ) ( 32.8 ) 1.5 564.8 Net income — — 63.8 — 0.7 64.5 Dividends declared — ( 32.0 ) — — — ( 32.0 ) Stock-based compensation — 4.3 — — — 4.3 Shares retained for employee taxes — ( 1.3 ) — — — ( 1.3 ) Common stock issued — 5.2 — — — 5.2 Stock repurchased under buyback program — ( 10.0 ) — — — ( 10.0 ) Other comprehensive income, net of tax — — — ( 3.2 ) — ( 3.2 ) Balance at September 30, 2019 1.6 1,410.7 ( 786.2 ) ( 36.0 ) 2.2 592.3 Net income — — 72.0 — — 72.0 Dividends declared — ( 33.1 ) — — — ( 33.1 ) Stock-based compensation — 5.3 — — — 5.3 Shares retained for employee taxes — ( 0.9 ) — — — ( 0.9 ) Common stock issued — 3.5 — — — 3.5 Stock repurchased under buyback program — ( 5.0 ) — — — ( 5.0 ) Acquisition of joint venture partner’s interest — ( 2.5 ) — — ( 2.2 ) ( 4.7 ) Other comprehensive loss, net of tax — — — 11.3 — 11.3 Balance at September 30, 2020 $ 1.6 $ 1,378.0 $ ( 714.2 ) $ ( 24.7 ) $ — $ 640.7 The accompanying notes are an integral part of the consolidated financial statements. F- 7 Table of Contents Index to Financial Statements MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS Year ended September 30, 2020 2019 2018 (in millions) Operating activities: Net income $ 72.0 $ 63.8 $ 105.6 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 29.6 26.0 20.9 Amortization 28.2 27.0 22.8 Retirement plans 2.8 2.0 2.8 Deferred income taxes 7.2 1.3 ( 43.3 ) Stock-based compensation 5.3 4.3 5.2 Loss on early extinguishment of debt — — 6.5 Gain on disposal of assets — ( 2.5 ) ( 9.0 ) Other, net 8.0 2.4 3.4 Changes in assets and liabilities, net of acquisitions: Receivables ( 7.5 ) ( 1.4 ) ( 18.9 ) Inventories 24.9 ( 17.4 ) ( 18.4 ) Other assets 0.9 ( 7.4 ) ( 2.0 ) Accounts payable ( 17.6 ) ( 11.0 ) 7.7 Walter Energy accrual (payment) ( 22.0 ) 22.0 — Other current liabilities 6.6 ( 6.1 ) 32.7 Pension obligations, related to contributions — ( 0.7 ) — Long-term liabilities 1.9 ( 9.8 ) 17.1 Net cash provided by operating activities 140.3 92.5 133.1 Investing activities: Capital expenditures ( 67.7 ) ( 86.6 ) ( 55.7 ) Business acquisitions, net of cash acquired — ( 127.5 ) — Proceeds from sales of assets 0.2 2.3 7.8 Net cash used in investing activities ( 67.5 ) ( 211.8 ) ( 47.9 ) Financing activities: Dividends paid ( 33.1 ) ( 32.0 ) ( 30.1 ) Acquisition of joint venture partner’s interest ( 5.2 ) — — Stock repurchased under buyback program ( 5.0 ) ( 10.0 ) ( 30.0 ) Common stock issued 3.5 5.2 7.3 Employee taxes related to stock-based compensation ( 0.9 ) ( 1.3 ) ( 2.1 ) Repayment of debt — — ( 486.3 ) Repayment of Krausz debt — ( 13.2 ) — Issuance of debt — — 450.0 Deferred financing costs paid ( 1.1 ) — ( 6.9 ) Other 0.4 0.4 ( 0.2 ) Net cash used in financing activities ( 41.4 ) ( 50.9 ) ( 98.3 ) Effect of currency exchange rate changes on cash 0.8 ( 0.2 ) ( 1.5 ) Net change in cash and cash equivalents 32.2 ( 170.4 ) ( 14.6 ) Cash and cash equivalents at beginning of year 176.7 347.1 361.7 Cash and cash equivalents at end of year $ 208.9 $ 176.7 $ 347.1 The accompanying notes are an integral part of the consolidated financial statements. F- 8 Table of Contents Index to Financial Statements MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE YEARS ENDED SEPTEMBER 30, 2020 Note 1. Organization Mueller Water Products, Inc., a Delaware corporation, together with its consolidated subsidiaries, operates in two business segments: Infrastructure and Technologies. Infrastructure (previously referred to as “Mueller Co.”) manufactures valves for water and gas systems, including butterfly, iron gate, tapping, check, knife, plug, automatic control and ball valves, as well as dry-barrel and wet-barrel fire hydrants and pipe repair products. Technologies (previously referred to as “Mueller Technologies”) offers metering systems, leak detection, pipe condition assessment and other products and services for the water infrastructure industry. The “Company,” “we,” “us” or “our” refer to Mueller Water Products, Inc. and its subsidiaries. With regard to the Company’s segments, “we,” “us” or “our” may also refer to the segment being discussed. In July 2014, Infrastructure acquired a 49 % ownership in an industrial valve joint-venture for $ 1.7 million. Due to substantive control features in the joint-venture agreement, all of the joint venture’s assets, liabilities and results of operations were included in our consolidated financial statements. We included an adjustment for the income attributable to noncontrolling interest in selling, general and administrative expenses. Noncontrolling interest was recorded at its carrying value, which approximated fair value. Infrastructure acquired the noncontrolling interest on October 3, 2019. On December 3, 2018, we completed our acquisition of Krausz Development Ltd. and subsidiaries (“Krausz”). We include the financial statements of Krausz in our consolidated financial statements on a one-month lag. Refer to Note 5. for additional disclosures related to the acquisition. Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require us to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, sales and expenses and the disclosure of contingent assets and liabilities for the reporting periods. Actual results could differ from those estimates. All significant intercompany balances and transactions have been eliminated. Certain reclassifications have been made to previously reported amounts to conform to the current presentation. Unless the context indicates otherwise, whenever we refer to a particular year, we mean our fiscal year ended or ending September 30 in that particular calendar year. Note 2. Summary of Significant Accounting Policies Cash and Cash Equivalents- All highly liquid investments with remaining maturities of 90 days or less when purchased are classified as cash equivalents. Where there is no right of offset against cash balances, outstanding checks are included in accounts payable. Receivables- Receivables are amounts due from customers. To reduce credit risk, credit investigations are generally performed prior to accepting orders from new customers and, when necessary, letters of credit, bonds or other instruments are required to ensure payment. We present trade receivables net of an allowance for credit losses. Our consolidated statements of operations reflect the measurement of credit losses for newly recognized trade receivables, as well as the expected increases or decreases of expected credit losses that have taken place during the period. When we determine a specific trade receivable will not be collected, we charge off the uncollectible amount against the allowance. Our periodic evaluations of expected credit losses are based upon our judgments regarding prior collection experience, specific customer creditworthiness, other current conditions, and forecasts of current economic trends within the industries served that may affect the collectability of the reported amounts. Significantly weaker than anticipated industry or economic conditions could impact customers’ ability to pay such that actual credit losses may be greater than the amounts provided for in this allowance. F- 9 Table of Contents Index to Financial Statements During 2016, FASB issued standard ASC 326 - Current Expected Credit Losses to replace the existing GAAP “incurred loss” impairment approach with an approach intended to reflect “expected credit losses,” which will require consideration of a broader range of reasonable and supportable information to inform credit loss estimates. We will be required to use a forward-looking expected credit loss model for receivables. While we are in process of completing our analysis, we do not expect the effect of this adoption on October 1, 2020 on our financial statements to be material. The following table summarizes information concerning our allowance for credit losses. 2020 2019 2018 (in millions) Balance at beginning of year $ 3.5 $ 4.0 $ 4.1 Provision charged to expense 1.0 0.3 0.5 Balances written off, net of recoveries — ( 0.2 ) ( 0.7 ) Reclassification due to adoption of revenue accounting standard — ( 0.6 ) — Other 0.3 — 0.1 Balance at end of year $ 4.8 $ 3.5 $ 4.0 Inventories- Inventories are recorded at the lower of first-in, first-out method cost or estimated net realizable value. We evaluate our inventory in terms of excess and obsolete exposures. This evaluation includes such factors as anticipated usage, inventory turnover, inventory levels and ultimate product sales value. Inventory cost includes an overhead component that is affected by levels of production and actual costs incurred. We periodically evaluate the effects of production levels and costs capitalized as part of inventory. The following table summarizes information concerning our inventory valuation reserves. 2020 2019 2018 (in millions) Balance at beginning of year $ 7.5 $ 5.1 $ 4.4 Provision charged to expense 4.7 3.4 2.2 Inventory disposed ( 0.7 ) ( 1.2 ) ( 1.2 ) Other 0.2 0.2 ( 0.3 ) Balance at end of year $ 11.7 $ 7.5 $ 5.1 Other Current Assets- Other current assets include maintenance supplies and tooling costs. Costs for perishable tools and maintenance items are expensed when put into service. Costs for more durable items are amortized over their estimated useful lives, ranging from 3 to 10 years. Property, Plant and Equipment- Property, plant and equipment is recorded at cost, less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the assets. Estimated useful lives are 10 to 20 years for land improvements, 10 to 40 years for buildings and 3 to 15 years for machinery and equipment. Leasehold improvements and capitalized leases are depreciated using the straight-line method over the lesser of the useful life of the asset or the remaining lease term. Gains and losses upon disposition are reflected in operating results in the period of disposition. Direct internal and external costs to implement computer systems and internal-use software are capitalized. Capitalized costs are depreciated over the estimated useful life of the system or software, generally 6 years, beginning when software is complete and ready for its intended use. Liabilities are recognized at fair value for asset retirement obligations related to plant and landfill closures in the period in which they are reasonably estimable and the carrying amounts of the related long-lived assets are correspondingly increased. Over time, the liabilities are accreted to their estimated future values. At September 30, 2020 and 2019, asset retirement obligations were $ 3.8 million and $ 4.5 million, respectively. Leases- Refer to Note 4. for information regarding our leases. Accounting for the Impairment of Long-Lived Assets- We test indefinite-lived intangible assets and goodwill for impairment annually (or more frequently if events or circumstances indicate possible impairment.) We perform our annual impairment testing at September 1. We amortize finite-lived intangible assets over their respective estimated useful lives and review for impairment if events or circumstances indicate possible impairment. Refer to Note 6. for information regarding our impairment testing. F- 10 Table of Contents Index to Financial Statements Workers Compensation- Our exposure to workers compensation claims is generally limited to $ 1 million per incident. Liabilities, including those related to claims incurred but not reported, are recorded principally using annual valuations based on discounted future expected payments and using historical data combined with insurance industry data when historical data is limited. We are indemnified under an agreement with a predecessor to Tyco for all Mueller Co. and Anvil workers compensation liabilities related to incidents that occurred prior to August 16, 1999. We retained U.S. Pipe workers compensation liabilities related to incidents that occurred prior to the segment’s April 1, 2012 sale date, but the purchaser agreed to reimburse us for up to $ 11.8 million in payments we make related to these liabilities. At September 30, 2020, the remaining discounted reimbursement receivable may be up to $ 2.3 million, which we have recorded as $ 0.4 million in other current assets and $ 1.9 million in other noncurrent assets. On an undiscounted basis, workers compensation liabilities were $ 7.2 million and $ 8.7 million at September 30, 2020 and 2019, respectively. For purposes of discounting these liabilities, we apply a risk-free discount rate, generally a U.S. Treasury bill rate, for each policy period. We apply the rate with a duration that corresponds to the weighted average expected payout period for each policy period. Once a discount rate is applied to a policy period, it remains the discount rate for that policy period until all claims are paid. On a discounted basis, workers compensation liabilities were $ 6.2 million and $ 7.6 million at September 30, 2020 and 2019, respectively. Warranty Costs- We accrue for warranty expenses, which can include costs of repair and/or replacement, including labor, materials, equipment, freight and reasonable overhead costs. We accrue for the estimated cost of product warranties at the time of sale if such costs are determined to be probable and reasonably estimable at that time. We monitor and analyze our warranty experience and costs periodically and may revise our warranty accruals as necessary. Critical factors in our accrual analyses include warranty terms, specific claim situations, general incurred and projected failure rates, the nature of product failures, product and labor costs, and general business conditions. We recognized $ 14.1 million of Technologies’ warranty expense during the year ended September 30, 2018 related to certain radios and other products sold in prior periods. Activity in accrued warranty, reported as part of both other current liabilities and other noncurrent liabilities, is presented below. 2020 2019 2018 (in millions) Balance at beginning of year $ 17.1 $ 20.0 $ 8.5 Warranty accruals 2.6 3.9 18.7 Warranty costs ( 5.3 ) ( 6.8 ) ( 7.2 ) Balance at end of year $ 14.4 $ 17.1 $ 20.0 Deferred Financing Costs- Costs of debt financing are charged to expense over the lives of the related financing agreements. Remaining costs and the future period over which they would be charged to expense are reassessed when amendments to the related financing agreements or prepayments occur. ABL Agreement deferred financing costs are included in other noncurrent assets and other deferred financing costs are offset against long-term debt in the accompanying consolidated balance sheets. Deferred financing costs of $ 6.2 million at September 30, 2020 are scheduled to amortize as follows: $ 1.3 million related to the ABL Agreement amortizes on a straight-line basis; $ 4.9 million related to the Senior Unsecured Notes amortizes using the effective-interest rate method. All such amortization will be over the remaining term of the respective debt. Refer to Note 8. for disclosures related to our ABL agreement. Derivative Instruments and Hedging Activities- Prior to June 30, 2018, we managed interest rate risk to some extent using derivative instruments. We had designated our interest rate swap contracts as cash flow hedges of interest payments. As a result, the changes in the fair value of these contracts prior to settlement were reported as a component of accumulated other comprehensive loss and were reclassified into earnings in the periods during which the hedged transactions affected earnings. We recorded a cash gain of $ 2.4 million in the quarter ended June 30, 2018 upon termination of the interest rate swaps. We manage U.S. dollar - Canadian dollar exchange rate risk related to an intercompany loan with swap contracts, which we have not designated as hedges. As a result, the changes in the fair value of these contracts are reported currently in earnings. F- 11 Table of Contents Index to Financial Statements Income Taxes- Deferred tax liabilities and deferred tax assets are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Such liabilities and assets are determined based on the differences between the financial statement basis and the tax basis of assets and liabilities, using tax rates in effect for the years in which the differences are expected to reverse. A valuation allowance is provided when, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. We only record tax benefits for positions that management believes are more likely than not of being sustained under audit based solely on the technical merits of the associated tax position. The amount of tax benefit recognized for any position that meets the more likely than not threshold is the largest amount of the tax benefit that we believe is greater than 50 % likely of being realized. On December 22, 2017, HR-1, commonly referred to as the Tax Cuts and Jobs Act (“Act”), was enacted, which made significant revisions to federal income tax laws, including lowering the corporate income tax rate to 21% from 35% effective January 1, 2018, overhauling the taxation of income earned outside the United States and eliminating or limiting certain deductions. The Act subjects us to current tax on global intangible low-taxed income (“GILTI”) earned by certain of our foreign subsidiaries. The Act states that we can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred. We have elected to recognize the tax on GILTI as a period expense in the period the tax is incurred. In September 2018, we adopted Accounting Standards Update 2018-02 Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income , which permits, but does not require, companies to reclassify from accumulated other comprehensive loss to retained earnings any “stranded tax effects” caused by the Act. We have elected to not make such a reclassification. Environmental Expenditures- We capitalize environmental expenditures that increase the life or efficiency of noncurrent assets or that reduce or prevent environmental contamination. We accrue for environmental expenses resulting from existing conditions that relate to past operations when the costs are probable and reasonably estimable. We are indemnified under an agreement with a predecessor to Tyco for certain environmental liabilities that existed at August 16, 1999. Refer to Note 18. for additional disclosures regarding our environmental liabilities. Revenue Recognition -Refer to Note 3. for disclosures regarding our revenues. Stock-based Compensation- Compensation expense for stock-based awards granted to employees and directors is based on the fair value at the grant dates for our stock-settled share awards and is based on the fair value at each reporting date for our cash-settled share awards. Refer to Note 12. for more information regarding our stock-based compensation. Stock-based compensation expense is a component of selling, general and administrative expenses. Research and Development- Research and development costs are expensed as incurred. Advertising- Advertising costs are expensed as incurred. Translation of Foreign Currency- Assets and liabilities of our businesses whose functional currencies are other than the U.S. dollar are translated into U.S. dollars using currency exchange rates at the balance sheet date. Revenues and expenses are translated at average currency exchange rates during the period. Foreign currency translation gains and losses are reported as a component of accumulated other comprehensive loss. Gains and losses resulting from foreign currency transactions are included in earnings as incurred. Note 3. Revenue from Contracts with Customers We recognize revenue when control of promised products or services is transferred to our customers, in amounts that reflect the consideration to which we expect to be entitled in exchange for those products or services. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, the payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We determine the appropriate revenue recognition for our contracts with customers by analyzing the type, terms and conditions of each contract or arrangement with a customer. Disaggregation of Revenue Refer to Note 17. for disaggregation our revenues from contracts with customers by reportable segment and by geographical region, which we believe best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Geographical region represents the location of the customer. F- 12 Table of Contents Index to Financial Statements Contract Asset and Liability Balances Differences in the timing of revenue recognition, billing and cash collection result in customer receivables, advance payments and billings in excess of revenue recognized. Customer receivables include amounts billed and currently due from customers as well as unbilled amounts (contract assets). Amounts are billed in accordance with contractual terms and unbilled amounts arise when the timing of billing differs from the timing of revenue recognized. Advance payments and billings in excess of revenue are recognized and recorded as deferred revenue, the majority of which is classified as current based on the timing when we expect to recognize revenue. We include current deferred revenue as part of our accrued expenses. Deferred revenues represent contract liabilities and are recorded when customers remit cash payments in advance of our satisfaction of performance obligations under contractual arrangements. Contract liabilities are reversed when the performance obligation is satisfied and revenue is recognized. The table below represents the balances of our customer receivables and deferred revenues. September 30, 2020 2019 (in millions) Billed receivables $ 180.2 $ 171.0 Unbilled receivables 4.6 4.5 Total customer receivables, gross $ 184.8 $ 175.5 Deferred revenues $ 5.6 $ 4.7 Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. Our performance obligations are satisfied at a point in time as related to sales of equipment or over time as related to our software hosting and leak detection monitoring services. Performance obligations are supported by customer contracts, which provide frameworks for the nature of the distinct products or services. We allocate the transaction price of each contract to the performance obligations on the basis of standalone selling price and recognize revenue when, or as, control of the performance obligation transfers to the customers. We have elected to use the practical expedient to not adjust the transaction price of a contract for the effects of a significant financing component if, at the inception of the contract, we expect that the period between when we transfer a product or service to a customer and when a customer remits payment will be one year or less. Revenues from products and services transferred to customers at a point in time represented 99 % of our revenues in the year ended September 30, 2020. The revenues recognized at a point in time related to the sale of our products and was recognized when the obligations of the terms of our contract were satisfied, which generally occurs upon shipment, when control of the product transfers to the customer. Revenues from products and services transferred to customers over time represented 1 % of our revenues in the year ended September 30, 2020. We offer warranties to our customers in the form of assurance-type warranties, which provide assurance that the products provided will function as intended and comply with any agreed-upon specifications. These cannot be purchased separately. Costs to Obtain or Fulfill a Contract We incur certain incremental costs to obtain a contract, which primarily relate to incremental sales commissions. Our commissions are paid based on a combination of orders and shipments and we reserve the right to claw back any commissions in case of product returns or lost collections. As the expected benefit associated with these incremental costs is generally one year or less based on the nature of the product sold and benefits received, we have applied a practical expedient and therefore do not capitalize the related costs and expense them as incurred, consistent with our previous accounting treatment. F- 13 Table of Contents Index to Financial Statements Note 4. Leases We adopted the new leasing standard utilizing the modified retrospective approach on October 1, 2019. Adoption of the new standard resulted in an increase to total assets and liabilities due to the recording of lease right-of-use assets (“ROU”) and lease liabilities related to our operating lease portfolio. We elected the package of three practical expedients for transition, which include the carry forward of our leases without reassessing whether any contracts are leases or contain leases, lease classification and initial direct costs and applying hindsight when determining the lease term and when assessing impairment of right-of-use assets at the adoption date. This allows us to update our assessments according to new information and changes in facts and circumstances that have occurred since lease inception. Presentation of Leases We lease certain office, warehouse, manufacturing, distribution, and research and development facilities and equipment under operating leases. Our leases have remaining lease terms of up to 13 years. The terms and conditions of our leases may include options to extend or terminate the lease which are considered and included in the lease term when these options are reasonably certain of exercise. We determine if a contract is (or contains) a lease at inception by evaluating whether the contract conveys the right to control the use of an identified asset. For all classes of leased assets, we have elected the practical expedient to account for any non-lease components in the contract together with the related lease component in the same unit of account. ROU assets and lease liabilities are recognized in our consolidated balance sheets at the commencement date based on the present value of remaining lease payments over the lease term. Additionally, ROU assets include any lease payments made at or before the commencement date, as well as any initial direct costs incurred, and are reduced by any lease incentives received. As most of our operating leases do not provide an implicit rate, we apply our incremental borrowing rate to determine the present value of remaining lease payments. Our incremental borrowing rate is determined based on information available at the commencement date of the lease. For all classes of leased assets, we have applied an accounting policy election to exclude short-term leases from recognition in our consolidated balance sheets. A short-term lease has a lease term of 12 months or less at the commencement date and does not include a purchase option that is reasonably certain of exercise. We recognize short-term lease expense in our condensed consolidated statements of operations on a straight-line basis over the lease term. Our short-term lease expense for the year ended September 30, 2020 and short-term lease commitments at September 30, 2020 are immaterial. We have certain lease contracts with terms and conditions that provide for variability in the payment amount based on changes in facts or circumstances occurring after the commencement date. These variable lease payments are recognized in our condensed consolidated statements of operations as the obligation is incurred. At September 30, 2020, any legally-binding minimum lease payments for operating leases signed but not yet commenced, subleases, leases that imposed significant restrictions or covenants, related party leases or sale-leaseback arrangements were immaterial. The components of lease cost are presented below. Year ended September 30, 2020 2019 2018 (in millions) Operating lease cost $ 6.3 $ 5.8 $ 6.4 Finance lease cost 1.3 1.0 0.8 Total lease expense $ 7.6 $ 6.8 $ 7.2 Supplemental cash flow information related to leases for the year ended September 30, 2020 is presented below, in millions. Operating cash used for operating leases $ 6.1 Financing cash used for finance leases $ 1.3 F- 14 Table of Contents Index to Financial Statements Supplemental information describing where lease-related assets and liabilities are reflected in the Condensed Consolidated Balance Sheet at September 30, 2020 is presented below, in millions. Right of use assets: Operating leases Other noncurrent assets $ 25.6 Finance leases Plant, property and equipment 2.5 Total right of use assets $ 28.1 Lease liabilities: Operating leases - current Other current liabilities $ 4.0 Operating leases - noncurrent Other noncurrent liabilities 23.3 Finance leases - current Current portion of long-term debt 1.1 Finance leases - noncurrent Long-term debt 1.4 Total lease liabilities $ 29.8 Supplemental information related to lease terms and discount rates at September 30, 2020 is presented below. Weighted-average remaining lease term (years): Operating leases 7.87 Finance leases 2.52 Weighted-average interest rate: Operating leases 5.64 % Finance leases 4.96 % Total lease liabilities at September 30, 2020 have scheduled maturities as follows: Operating Leases Finance Leases (in millions) 2021 $ 5.5 $ 1.2 2022 4.8 0.9 2023 4.3 0.5 2024 4.1 0.1 2025 3.7 — Thereafter 12.5 — Total lease payments 34.9 2.7 Less: imputed interest 7.6 0.2 Present value of lease liabilities $ 27.3 $ 2.5 Note 5. Acquisitions and Divestitures Divestiture of Burlington plant On December 4, 2017, we sold an idle property in Burlington, New Jersey that had previously been a plant in our former U.S. Pipe segment and recorded a gain of $ 9.0 million in our Corporate segment. We received $ 7.4 million, recorded net current assets of $ 0.8 million and conveyed plant, property and equipment with a net carrying value of $ 0.4 million, and the buyer assumed related environmental liabilities with a carrying value of $ 1.2 million. Acquisition of Krausz On December 3, 2018, we completed our acquisition of the outstanding equity of Krausz, a manufacturer of pipe couplings, grips and clamps with operations in the United States and Israel, for $ 140.7 million, net of cash acquired, including the assumption and simultaneous repayment of certain debt of $ 13.2 million. The acquisition of Krausz was financed with cash on hand. We believe that the Krausz product line is complementary to our existing Infrastructure products and will improve our positioning in the pipe repair market. F- 15 Table of Contents Index to Financial Statements We have recognized the assets acquired and liabilities assumed at their estimated acquisition date fair values, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill. During 2020, we reduced property, plant and equipment by $ 0.3 million, which resulted in an increase to goodwill of $ 0.3 million. The accounting for the business combination is considered final. The results of Krausz, including net sales of $ 37.2 million for 2019, are included within our Infrastructure segment for all periods following the acquisition date. The goodwill below is attributable to the strategic opportunities and synergies that we expect to arise from the acquisition of Krausz and the value of its workforce. The goodwill is nondeductible for income tax purposes. Identified intangible assets consist of patents, customer relationships and favorable leasehold interests with an estimated weighted average useful life of approximately 12 years and trade names with an indefinite life. Values of intangible assets were determined using a discounted cash flow method. The following is a summary of the estimated fair values of the net assets acquired (in millions): Assets, net of cash: Receivables $ 6.9 Inventories 17.0 Other current assets 0.2 Property, plant and equipment 8.1 Other non-current assets 1.7 Identified intangible assets: Patents 32.1 Customer relationships 8.7 Trade names 4.6 Favorable leasehold interests 2.3 Goodwill 80.4 Liabilities: Accounts payable ( 5.5 ) Other current liabilities ( 2.9 ) Deferred income taxes ( 11.2 ) Other non-current liabilities ( 1.7 ) Consideration paid 140.7 Repayment of Krausz debt ( 13.2 ) Consideration paid included in net cash used in investing activities $ 127.5 Note 6. Intangible Assets and Goodwill At March 31, 2020, as a result of the COVID-19 pandemic, we performed a quantitative interim impairment assessment for goodwill and indefinite-lived intangible assets associated with the Krausz acquisition and concluded that these assets were not impaired. We completed our annual goodwill impairment test and determined th ere were no impairments at September 1, 2020. Intangible Assets Direct internal and external costs to develop software licensed by Technologies’ customers are capitalized. Capitalized costs are amortized over the 6 -year estimated useful life of the software, beginning when the software is complete and ready for its intended use. At September 30, 2020, the remaining weighted-average amortization period for this software was 2.0 years. Amortization expense related to such software assets was $ 3.3 million, $ 3.3 million and $ 2.9 million for 2020, 2019 and 2018, respectively. Amortization expense for each of the next five years is scheduled to be $ 3.2 million in 2021, $ 2.7 million in 2022, $ 2.2 million in 2023, $ 1.5 million in 2024 and $ 0.8 million in 2025. F- 16 Table of Contents Index to Financial Statements At September 30, 2020, the remaining weighted-average amortization period for the business combination-related finite-lived customer relationship and technology intangible assets were 4.2 years and 3.9 years, respectively. Amortization expense related to these assets was $ 24.9 million, $ 23.7 million and $ 19.9 million for 2020, 2019 and 2018, respectively. Amortization expense for each of the next five years is scheduled to be $ 24.9 million in 2021, $ 24.7 million in 2022, $ 24.7 million in 2023, $ 24.3 million in 2024 and $ 4.8 million in 2025. Intangible assets are presented below. September 30, 2020 2019 (in millions) Capitalized internal-use software: Cost $ 31.5 $ 30.2 Accumulated amortization ( 20.8 ) ( 17.5 ) Net book value 10.7 12.7 Business combination-related: Cost: Finite-lived intangible assets: Technology 118.5 116.6 Customer relationships and other 370.2 370.0 Indefinite-lived intangible assets: Trade names and trademarks 271.6 271.4 760.4 758.0 Accumulated amortization: Technology ( 81.0 ) ( 76.4 ) Customer relationships and other ( 281.2 ) ( 260.6 ) ( 362.2 ) ( 337.0 ) Net book value 398.2 421.0 Total intangible assets net book value $ 408.9 $ 433.7 Goodwill Changes in the carrying amount of goodwill were as follows: September 30, 2020 2019 (in millions) Balance at beginning of year $ 95.7 $ 12.1 Acquisition of Krausz 0.3 80.1 Change in foreign currency exchange rates 3.8 3.5 Balance at end of year $ 99.8 $ 95.7 F- 17 Table of Contents Index to Financial Statements Note 7. Income Taxes The components of income before income taxes from continuing operations are presented below. 2020 2019 2018 (in millions) U.S. $ 89.7 $ 78.4 $ 97.3 Non-U.S. 4.4 3.7 ( 1.6 ) Income before income taxes $ 94.1 $ 82.1 $ 95.7 On December 22, 2017, HR-1, commonly referred to as the Tax Cuts and Jobs Act (“Act”), was enacted, which made significant revisions to federal income tax laws, including lowering the corporate income tax rate to 21 % from 35 % effective January 1, 2018, overhauling the taxation of income earned outside the United States and eliminating or limiting certain deductions. Our deferred tax assets and liabilities are recorded at the enacted tax rates in effect when we expect to recognize the related tax expenses or benefits. The average of these rates varies slightly from year to year but historically had been approximately 39 %. With the legislation changing rates taking place in the quarter ended December 31, 2017, we remeasured our deferred tax items at an average rate of approximately 25 % and recorded an income tax benefit of $ 42.5 million. The Act also imposed a one-time transition tax on the undistributed, previously-untaxed, post-1986 foreign “earnings and profits” (as defined by the IRS) of certain U.S.-owned corporations. In 2018, we recorded a provisional transition tax of $ 7.5 million for the one-time deemed repatriation tax on accumulated foreign earnings of our foreign subsidiaries. We finalized our calculation of this transition tax liability during 2019 and reduced our initial provision by $0.6 million. At September 30, 2020, the remaining balance of our transition obligation is $5.8 million, which will be paid annually through January 2026, as provided in the Act. Other than for Krausz’s investment in its U.S. subsidiary, we have not provided income taxes for unrepatriated foreign earnings that may be subject to withholding tax or any outside basis differences inherent in our foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations. We have a foreign tax credit carryforward of $ 4.5 million, which we have not recognized because we do not expect to utilize it prior to expiration. The federal income tax returns for Mueller Co. and Anvil are closed for years prior to 2005 and for Mueller Water Products, Inc. for 2007 and 2008. Our 2009 through 2015 returns are closed except to the extent net operating losses from those years have been utilized on subsequent years’ returns. We also remain liable for any taxes related to U.S. Pipe income for periods prior to 2012 pursuant to the terms of the sale agreement with the purchaser of the segment. Our state income tax returns are generally closed for years prior to 2016, except to the extent of our state net operating loss carryforwards. Our Canadian income tax returns are generally closed for years prior to 2013. We do not have any material unpaid assessments. The components of income tax (benefit) expense are presented below. 2020 2019 2018 (in millions) Current: U.S. federal $ 10.9 $ 11.6 $ 25.7 U.S. state and local 2.7 3.9 7.1 Non-U.S. 1.3 1.5 0.6 14.9 17.0 33.4 Deferred: U.S. federal 5.6 2.5 ( 42.6 ) U.S. state and local 2.0 ( 0.4 ) ( 1.0 ) Non-U.S. ( 0.4 ) ( 0.8 ) 0.3 7.2 1.3 ( 43.3 ) Income tax (benefit) expense $ 22.1 $ 18.3 $ ( 9.9 ) F- 18 Table of Contents Index to Financial Statements The reconciliation between income tax expense at the U.S. federal statutory income tax rate and reported income tax expense is presented below. 2020 2019 2018 (in millions) Expense at U.S. federal statutory income tax rates of 21%, 24.5% and 35%, respectively $ 19.8 $ 17.2 $ 23.4 Adjustments to reconcile to income tax expense: State income taxes, net of federal benefit 3.3 3.2 4.8 Uncertain tax positions 1.0 ( 1.4 ) — Nondeductible compensation 0.6 0.3 0.2 Nondeductible expenses, other than compensation 0.4 1.3 0.5 Valuation allowances 0.1 1.3 0.5 Basis difference in foreign investment 0.1 ( 1.1 ) — Foreign income taxes — 0.1 — Domestic production activities deduction — — ( 2.4 ) Federal tax rate change — — ( 42.5 ) Federal transition tax — ( 0.6 ) 7.5 Excess tax benefits related to stock compensation ( 0.5 ) ( 0.3 ) ( 0.6 ) Tax credits ( 1.8 ) ( 1.8 ) ( 1.7 ) Other ( 0.9 ) 0.1 0.4 Income tax expense (benefit) $ 22.1 $ 18.3 $ ( 9.9 ) The following table summarizes information concerning our gross unrecognized tax benefits. 2020 2019 (in millions) Balance at beginning of year $ 3.3 $ 3.3 Increases related to current year positions 1.5 0.4 Increases related to prior year positions — 2.0 Decreases due to lapse in statute of limitations ( 0.3 ) ( 2.4 ) Balance at end of year $ 4.5 $ 3.3 Substantially all unrecognized tax benefits would, if recognized, impact the effective tax rate. We recognize interest related to uncertain tax positions as interest expense and recognize any penalties incurred as a component of selling, general and administrative expenses. At September 30, 2020 and 2019, we had $ 0.4 million and $ 0.3 million, respectively, of accrued interest expense related to unrecognized tax benefits. F- 19 Table of Contents Index to Financial Statements Deferred income tax balances are presented below. September 30, 2020 2019 (in millions) Deferred income tax assets: Accrued expenses $ 12.2 $ 10.0 Lease liabilities 7.3 — Inventory 4.6 11.7 State net operating losses 3.0 2.8 Federal credit carryovers 3.0 2.8 Stock-based compensation 2.6 2.7 Pension 0.2 1.7 Other 1.1 2.4 34.0 34.1 Valuation allowance ( 2.9 ) ( 2.8 ) Total deferred income tax assets, net of valuation allowance 31.1 31.3 Deferred income tax liabilities: Intangible assets 90.2 95.6 Lease assets 6.6 — Basis difference in foreign investment 5.0 4.7 Other 25.6 18.9 Total deferred income tax liabilities 127.4 119.2 Net deferred income tax liabilities $ 96.3 $ 87.9 We reevaluate the need for a valuation allowance against our deferred tax assets each quarter, considering results to date, projections of taxable income, tax planning strategies and reversing taxable temporary differences. Our state net operating loss carryforwards, which expire between years 2024 and 2032, remain available to offset future taxable earnings. Note 8. Borrowing Arrangements The components of our long-term debt are presented below. September 30, 2020 2019 (in millions) 5.5% Senior Notes $ 450.0 $ 450.0 ABL Agreement — — Other 2.5 2.1 452.5 452.1 Less deferred financing costs ( 4.9 ) ( 5.8 ) Less current portion of long-term debt ( 1.1 ) ( 0.9 ) Long-term debt $ 446.5 $ 445.4 The scheduled maturities of all borrowings outstanding at September 30, 2020 for each of the following years are $ 1.1 million in 2021, $ 0.9 million in 2022, $ 0.5 million in 2023, $ 0.1 million in 2024 and zero in 2025. ABL Agreement . Our asset based lending agreement (“ABL Agreement”) consists of a revolving credit facility for up to $ 175 million of revolving credit borrowings, swing line loans and letters of credit. On July 30, 2020, we amended the ABL Agreement. The amendment, among other things, (i) extended the termination date of the facility, (ii) established a LIBOR “floor” of 75 basis points, (iii) increased interest rates on borrowings, (iv) increased the rate of unused commitment fee, and (v) increased our ability to pay cash dividends. F- 20 Table of Contents Index to Financial Statements The amended ABL Agreement permits us to increase the size of the credit facility by an additional $ 150 million in certain circumstances subject to adequate borrowing base availability. We may borrow up to $ 25 million through swing line loans and may have up to $ 60 million of letters of credit outstanding. Borrowings under the amended ABL Agreement bear interest at a floating rate equal to LIBOR plus a margin ranging from 200 to 225 basis points, or a base rate, as defined in the ABL Agreement, plus a margin ranging from 100 to 125 basis points. At September 30, 2020 the applicable rate was LIBOR plus 200 basis points. The amended ABL Agreement terminates on July 29, 2025 and requires a commitment fee for any unused borrowing capacity under the ABL Agreement of 37.5 basis points per annum. Our obligations under the ABL agreement are secured by a first-priority perfected lien on all of our U.S. receivables and inventories, certain cash and other supporting obligations. Borrowings are not subject to financial maintenance covenants unless excess availability is less than the greater of $ 17.5 million and 10 % of the Loan Cap as defined in the ABL Agreement. Excess availability based on September 30, 2020 data, as reduced by outstanding letters of credit and accrued fees and expenses of $ 14.1 million, was $ 133.9 million. 5.5% Senior Unsecured Notes. On June 12, 2018, we privately issued $ 450.0 million of 5.5% Senior Unsecured Notes (“Notes”), which mature in June 2026 and bear interest at 5.5 %. We capitalized $ 6.6 million of financing costs, which are being amortized over the term of the Notes using the effective interest rate method. Proceeds from the Notes, along with other cash, were used to repay our Term Loan. Substantially all of our U.S. Subsidiaries guarantee the Notes, which are subordinate to borrowings under the ABL. Based on quoted market prices, the outstanding Notes had a fair value of $ 465.8 million at September 30, 2020. An indenture securing the Notes (“Indenture”) contains customary covenants and events of default, including covenants that limit our ability to incur debt, pay dividends, and make investments. We believe we were compliant with these covenants at September 30, 2020 and expect to remain in compliance through September 30, 2021. We may redeem some or all of the Notes at any time or from time to time prior to June 15, 2021 at certain “make-whole” redemption prices (as set forth in the Indenture) and on or after June 15, 2021 at specified redemption prices (as set forth in the Indenture). Additionally, we may redeem up to 40% of the aggregate principal amount of the Notes at any time or from time to time prior to June 15, 2021 with the net proceeds of specified equity offerings at specified redemption prices (as set forth in the Indenture). Upon a change of control (as defined in the Indenture), we will be required to make an offer to purchase the Notes at a price equal to 101% of the outstanding principal amount of the Notes. Term Loan . We had a $ 500.0 million senior secured term loan (“Term Loan”), which accrued interest at a floating rate equal to LIBOR, subject to a floor of 0.75 %, plus 250 basis points. We repaid the Term Loan on June 15, 2018 with the proceeds from the issuance of the Notes and cash on hand. We wrote-off the associated deferred debt issuance costs and recorded a loss on the early extinguishment of debt of $ 6.2 million. Note 9. Derivative Financial Instruments Prior to the June 15, 2018 retirement of our Term Loan, we were exposed to interest rate risk that we managed to some extent using derivative instruments. We terminated these instruments in conjunction with the retirement of the Term Loan. Under our interest rate swap contracts, we received interest calculated using 3-month LIBOR, subject to a floor of 0.750 %, and paid fixed interest at 2.341 %, on an aggregate notional amount of $ 150.0 million. These swap contracts effectively had fixed the cash interest rate on $ 150.0 million of our borrowings under the Term Loan at 4.841 % through September 30, 2021 . We had designated our interest rate swap contracts as cash flow hedges of our future interest payments and elected to apply the “shortcut” method of assessing hedge effectiveness. As a result, the gains and losses on the swap contracts had been reported as a component of other comprehensive loss and were reclassified into interest expense as the related interest payments were made. Upon termination of the interest rate swaps, we reclassified all associated amounts from accumulated other comprehensive loss to earnings, which resulted in a cash gain of $ 2.4 million in June 2018. In connection with the acquisition of Singer Valve in 2017, we loaned funds to one of our Canadian subsidiaries. Although this intercompany loan has no direct effect on our consolidated financial statements, it creates exposure to currency risk for the Canadian subsidiary. To reduce this exposure, we entered into a U.S. dollar-Canadian dollar swap contract with the Canadian subsidiary and an offsetting Canadian dollar-U.S. dollar swap with a domestic bank. We have not designated these swaps as hedges and the changes in their fair value are included in earnings, where they offset the currency gains and losses associated with the intercompany loan. F- 21 Table of Contents Index to Financial Statements The values of our currency swap contracts were liabilities of $ 0.2 million and $ 0.3 million as of September 30, 2020 and 2019, respectively, and are included in other noncurrent liabilities in our Consolidated Balance Sheets. Note 10. Retirement Plans Defined Benefit Plans. We have had various pension plans (“Pension Plans”), which we funded in accordance with their requirements and, where applicable, in amounts sufficient to satisfy the minimum funding requirements of applicable laws. The Pension Plans provided benefits based on years of service and compensation or at stated amounts for each year of service. The annual measurement date for all Pension Plans was September 30. After September 30, 2019, our only remaining defined benefit plan was our U.S. Pension Plan (“Plan”). During 2019, we settled our obligations to our Canadian pension plan participants through a combination of lump-sum payments and purchases of annuities. We made a net contribution to the plans of $ 0.7 million, which was included in pension costs other than service, to fund these settlements. As a result, we no longer have any plan assets or obligation in connection with any Canadian defined benefit pension plan. During 2018, under terms of a negotiated labor contract, a group of our collectively bargained employees are no longer accruing benefits under a multi-employer pension plan. The affected employees are now participants in our defined contribution retirement plan with an employer match and one-time contribution of $ 0.4 million, which vested through 2020. During 2019, we recorded and paid an estimated settlement liability for exiting this plan, which resulted in an expense of $ 1.1 million, which we included in other charges. As a result, we no longer have any plan assets or obligation in connection with any multi-employer pension plan. A summary of key assumptions for the valuations of our Pension Plans is below. 2020 2019 2018 Weighted average used to determine benefit obligations: Discount rate 2.84 % 3.26 % 4.37 % Weighted average used to determine net periodic cost: Discount rate 3.26 % 4.37 % 3.88 % Expected return on plan assets 5.00 % 4.93 % 4.68 % The discount rates for determining the present value of pension obligations were selected using a “bond settlement” approach, which constructs a hypothetical bond portfolio that could be purchased such that the coupon payments and maturity values could be used to satisfy the projected benefit payments. The discount rate is the equivalent rate that results in the present value of the projected benefit payments equaling the market value of this bond portfolio. Only high quality (AA graded or higher), non-callable corporate bonds are included in this bond portfolio. We rely on the Pension Plans’ actuaries to assist in the development of the discount rate model. The expected returns on plan assets were determined with the assistance of the Pension Plans’ actuaries and investment consultants. Expected returns on plan assets were developed using forward looking returns over a time horizon of 10 to 15 years for major asset classes along with projected risk and historical correlations. F- 22 Table of Contents Index to Financial Statements Amounts recognized for Pension Plans are presented below. 2020 2019 (in millions) Projected benefit obligations: Beginning of year $ 356.6 $ 333.4 Service cost 1.5 1.6 Interest cost 11.2 13.9 Actuarial gain 13.7 38.2 Benefits paid ( 23.5 ) ( 23.9 ) Currency translation — ( 0.1 ) Decrease in obligation due to curtailment / settlement — ( 6.5 ) End of year $ 359.5 $ 356.6 Accumulated benefit obligations at end of year $ 359.5 $ 356.6 Plan assets: Beginning of year $ 351.6 $ 343.5 Actual return on plan assets 32.2 38.6 Employer contributions 0.1 0.6 Currency translation — ( 0.5 ) Benefits paid ( 23.5 ) ( 23.9 ) Settlements — ( 6.5 ) Other — ( 0.2 ) End of year $ 360.4 $ 351.6 Accrued benefit cost at end of year: Funded (unfunded) status $ 0.9 $ ( 5.0 ) Recognized on balance sheet: Other noncurrent assets $ 0.9 $ — Other noncurrent liabilities — ( 5.0 ) $ 0.9 $ ( 5.0 ) Recognized in accumulated other comprehensive loss, before tax: Net actuarial loss 74.0 78.4 $ 74.0 $ 78.4 The components of net periodic benefit cost for our Pension Plans are presented below. 2020 2019 2018 (in millions) Service cost $ 1.5 $ 1.6 $ 1.8 Components of net periodic cost (benefit) excluded from operating income: Interest cost 11.2 13.9 14.3 Expected return on plan assets ( 16.9 ) ( 16.2 ) ( 16.5 ) Amortization of actuarial net loss 2.8 1.9 3.2 Pension settlement — 0.7 — Other ( 0.1 ) 0.1 — Pension costs (benefit) other than service ( 3.0 ) 0.4 1.0 Net periodic benefit cost (benefit) $ ( 1.5 ) $ 2.0 $ 2.8 F- 23 Table of Contents Index to Financial Statements P lan activity in accumulated other comprehensive loss, before tax, in 2020 is presented below, in millions. Balance at beginning of year $ 78.4 Actuarial gain ( 1.6 ) Prior year actuarial loss amortization to net periodic cost ( 2.8 ) Balance at end of year $ 74.0 We amortize amounts in accumulated other comprehensive loss representing unrecognized prior year service cost and unrecognized loss related to the Pension Plans over the weighted average life expectancy of their inactive participants. Actuarial gains and losses are amortized using a corridor approach. The gain/loss corridor is equal to ten percent of the greater of the benefit obligation and the market-related value of assets. Gains and losses in excess of the corridor are generally amortized over the average remaining lifetime of the plan participants. We expect to amortize $ 2.5 million of unrecognized loss into net periodic benefit cost from accumulated other comprehensive loss in 2021. We maintain a single trust that holds the assets of the Plan. Near the end of 2020, we directed our investment manager to adjust the asset allocation from about 20 % equity investments to about 30 % equity investments in 2021. This trust’s strategic asset allocations, tactical range at September 30, 2020 and actual asset allocations are presented below. Strategic asset allocation Actual asset allocations at September 30, Tactical range 2020 2019 2018 Fixed income investments 80 % 75 - 80 % 78 % 79 % 77 % Equity investments 20 15 - 20 % 21 19 21 Cash — 0 - 5 % 1 2 2 100 % 100 % 100 % 100 % Assets of the Plan are allocated to various investments to attain diversification and reasonable risk-adjusted returns while also managing the exposure to asset and liability volatility. These ranges are targets and deviations may occur from time to time due to market fluctuations. Portfolio assets are typically rebalanced to the allocation targets at least annually. The assets of the Plan are primarily invested in investment trusts valued at net asset value, which in turn hold fixed income and equity investments. The valuation methodologies used to measure the assets of the Plan at fair value are: • Fixed income fund investments held by the investment trusts are valued using the closing price reported in the active market in which the investment is traded or based on yields currently available on comparable securities of issuers with similar credit ratings; • Equity investments held by the investment trusts are valued using the closing price reported on the active market when reliable market quotations are readily available. When market quotations are not readily available, these assets are valued by a method the trustees believe accurately reflects fair value; and • Mutual funds are valued at the closing price reported on the active market. F- 24 Table of Contents Index to Financial Statements The assets of the Plan by level within the fair value hierarchy are presented below. September 30, 2020 Level 1 Level 2 Total (in millions) Fixed income $ — $ 280.3 $ 280.3 Equity: Large cap index funds — 32.8 32.8 Mid cap index funds — 13.5 13.5 Small cap growth funds — 12.7 12.7 International stocks: Mutual funds 7.4 — 7.4 International funds — 10.4 10.4 Total equity 7.4 69.4 76.8 Cash and cash equivalents 3.3 — 3.3 $ 10.7 $ 349.7 $ 360.4 September 30, 2019 Level 1 Level 2 Total (in millions) Fixed income $ — $ 277.8 $ 277.8 Equity: Large cap index funds — 29.8 29.8 Mid cap index funds — 9.8 9.8 Small cap growth funds — 9.6 9.6 International stocks: Mutual funds 6.9 — 6.9 International funds — 10.3 10.3 Total equity 6.9 59.5 66.4 Cash and cash equivalents 7.4 — 7.4 $ 14.3 $ 337.3 $ 351.6 Our estimated future pension benefit payments are presented below in millions. 2021 $ 24.7 2022 24.5 2023 24.1 2024 23.7 2025 23.2 2026-2030 108.2 Defined Contribution Retirement Plans- Certain of our employees participate in defined contribution 401(k) plans or similar non-U.S plans. We make matching contributions as a function of employee contributions. Matching contributions were $5.3 million, $5.5 million and $4.7 million during 2020, 2019 and 2018, respectively. F- 25 Table of Contents Index to Financial Statements Note 11. Capital Stock Common stock share activity is presented below. Shares outstanding at September 30, 2017 158,590,383 Vesting of restricted stock units, net of shares withheld for taxes 232,875 Exercise of stock options 851,628 Exercise of employee stock purchase plan instruments 150,669 Settlement of performance-based restricted stock units, net of shares withheld for taxes 86,516 Stock repurchased under buyback program ( 2,573,475 ) Other ( 6,475 ) Shares outstanding at September 30, 2018 157,332,121 Vesting of restricted stock units, net of shares withheld for taxes 200,431 Exercise of stock options 726,636 Exercise of employee stock purchase plan instruments 167,806 Settlement of performance-based restricted stock units, net of shares withheld for taxes 109,380 Stock repurchased under buyback program ( 1,074,234 ) Shares outstanding at September 30, 2019 157,462,140 Vesting of restricted stock units, net of shares withheld for taxes 242,112 Exercise of stock options 534,291 Exercise of employee stock purchase plan instruments 182,971 Settlement of performance-based restricted stock units, net of shares withheld for taxes 61,610 Stock repurchased under buyback program ( 418,374 ) Shares outstanding at September 30, 2020 158,064,750 Note 12. Stock-based Compensation Plans The effect of stock-based compensation on our statements of operations is presented below. 2020 2019 2018 (in millions, except per share data) Decrease in operating income $ 7.2 $ 5.5 $ 6.4 Decrease in net income 5.0 4.3 4.0 Decrease in earnings per basic share 0.03 0.03 0.03 Decrease in earnings per diluted share 0.03 0.03 0.03 We excluded 267,298 , 106,896 and 214,435 instruments from the calculation of diluted earnings per share for 2020, 2019 and 2018, respectively, because the effect of including them would have been antidilutive. At September 30, 2020, there was approximately $ 7.6 million of unrecognized compensation expense related to stock-based awards not yet vested. We expect to recognize this expense over a weighted average life of approximately 1.49 years. The Mueller Water Products, Inc. 2006 Stock Incentive Plan (“2006 Plan”) authorizes an aggregate of 20,500,000 shares of common stock that may be granted through the issuance of stock-based awards. Any awards canceled are available for reissuance. Generally, all of our employees and members of our board of directors are eligible to participate in the 2006 Plan. At September 30, 2020, 6,575,797 shares of common stock were available for future grants of awards under the 2006 Plan. This total assumes that the maximum number of shares will be earned for awards for which the final number of shares to be earned has not yet been determined. An award granted under the 2006 Plan vests at such times and in such installments as set by the Compensation and Human Resources Committee of the board of directors (“Comp. Committee”), but no award will be exercisable after the 10 -year anniversary of the date on which it is granted. Management expects some instruments will be forfeited prior to vesting. Grants to members of our board of the directors are expected to vest fully. Based on historical forfeitures, we expect grants to others to be forfeited at an annual rate of 2 %. F- 26 Table of Contents Index to Financial Statements Restricted Stock Units. Depending on the specific terms of each award, restricted stock units generally vest ratably over the life of the award, usually 3 years, on each anniversary date of the original grant. Compensation expense for restricted stock units is recognized between the grant date and the vesting date (or the date on which a participant becomes Retirement-eligible, if sooner) on a straight-line basis for each tranche of each award. Fair values of restricted stock units are determined using the closing price of our common stock on the respective dates of grant. Restricted stock unit activity under the 2006 Plan is summarized below. Restricted stock units Weighted average grant date fair value per unit Weighted average remaining contractual term (years) Aggregate intrinsic value (millions) Outstanding at September 30, 2017 625,830 $ 11.23 0.9 Granted 276,658 12.20 Vested ( 342,038 ) 10.84 $ 4.2 Cancelled ( 78,888 ) 11.41 Outstanding at September 30, 2018 481,562 12.14 1.0 Granted 233,830 10.10 Vested ( 259,107 ) 11.75 2.6 Cancelled ( 19,263 ) 11.43 Outstanding at September 30, 2019 437,022 11.31 0.9 Granted 301,979 11.55 Vested ( 295,241 ) 11.40 3.4 Cancelled ( 35,254 ) 11.48 Outstanding at September 30, 2020 408,506 11.41 0.8 Performance-Based Awards. Our performance-based awards consist of performance-based restricted stock units (“PRSUs”). PRSUs represent a target number of units that may be paid out at the end of a multi-year award cycle consisting of annual performance periods coinciding with our fiscal years. As determined at the date of award, PRSUs may settle in cash-value equivalent of, or directly in, shares of our common stock. Settlement will range from zero to two times the number of PRSUs granted, depending on our financial performance against predetermined targets. The grant date for each year’s performance period is set when the Comp. Committee establishes performance goals for the period, normally within 90 days of the beginning of each performance period. At the end of each annual performance period, the Comp. Committee confirms performance against the applicable performance targets. PRSUs do not convey voting rights or earn dividends. PRSUs vest on the last day of an award cycle, unless vested sooner due to a “Change of Control” of the Company, or the death, disability or Retirement of a participant. We recognize compensation expense for stock-settled PRSUs starting on the first day of the applicable performance period and ending on the respective vesting dates. We base the recognized compensation expense upon the number of units awarded for each performance period, the closing price of our common stock on the grant date and the estimated performance factor. In 2020 and 2019, 93,647 shares and 181,065 shares, respectively, vested related to PRSUs. F- 27 Table of Contents Index to Financial Statements Stock-settled PRSUs activity under the 2006 Plan is summarized below. Award date Settlement year Performance period Grant date per unit fair value Units awarded Units forfeited Net units Performance factor Shares earned December 1, 2015 2019 2016 $ 9.38 77,823 ( 3,998 ) 73,825 1.021 75,375 2017 13.26 77,824 ( 3,997 ) 73,827 1.000 73,827 2018 12.50 77,824 ( 61,841 ) 15,983 1.357 21,689 November 29, 2016 2020 2017 13.26 59,285 ( 5,279 ) 54,006 1.000 54,006 2018 12.50 59,286 ( 39,910 ) 19,376 1.357 26,294 2019 10.53 59,290 ( 39,909 ) 19,381 0.645 12,501 January 23, 2017 2020 2017 13.15 19,012 — 19,012 1.000 19,012 2018 12.50 19,011 — 19,011 1.357 25,798 2019 10.53 19,011 — 19,011 0.645 12,263 November 28, 2017 2021 2018 12.50 57,092 — 57,092 1.357 77,474 2019 10.53 57,092 ( 4,793 ) 52,299 0.645 33,733 2020 11.26 57,104 ( 21,679 ) 35,425 0.909 32,202 November 27, 2018 2022 2019 10.53 110,954 ( 8,751 ) 102,203 0.645 65,921 2020 11.26 110,954 ( 13,182 ) 97,772 0.909 88,875 2021 110,967 ( 26,484 ) 84,483 December 3, 2019 2023 2020 11.26 69,988 ( 2,747 ) 67,241 0.909 61,123 2021 69,989 ( 9,970 ) 60,019 2022 69,989 ( 9,970 ) 60,019 Market-Based Awards. Our market-based awards consist of market-based restricted stock units (“MRSUs”). MRSUs represent a target number of units that may be paid out at the end of a three-fiscal year award cycle based on a calculation of our relative total shareholder return (“TSR”) performance as compared with the TSRs of a selected peer group. Settlements in our common shares, will range from zero to two times the number of MRSUs granted, depending on our TSR performance ranking within the peer group. The fair values of MRSUs are fixed at the date of grant and the related expense is recognized ratably over the vesting period, which is roughly three years from the date of grant. The table below provides information regarding MRSU awards, which were valued using Monte Carlo simulations on the dates the units were granted. December 3, 2019 January 28, 2020 February 24, 2020 Fair value at grant date $ 14.94 $ 16.76 $ 18.17 Units granted 147,213 2,763 7,498 Variables used in determining grant date fair value: Dividend yield 1.87 % 1.76 % 1.73 % Risk-free rate 1.53 % 1.44 % 1.23 % Expected term (in years) 2.83 2.67 2.60 Stock Options. Stock options generally vest ratably over 3 years on each anniversary date of the original grant. Stock options granted since November 2007 also vest upon the Retirement of a participant. Compensation expense for stock options is recognized between the grant date and the vesting date (or the date on which a participant becomes Retirement-eligible, if sooner) on a straight-line basis for each tranche of each award. No stock options were granted since 2015. F- 28 Table of Contents Index to Financial Statements Stock option activity under the 2006 Plan is summarized below. Options Weighted average exercise price per option Weighted average remaining contractual term (years) Aggregate intrinsic value (millions) Outstanding at September 30, 2017 2,440,654 $ 5.72 2.5 $ 17.3 Exercised ( 851,628 ) 7.00 3.8 Cancelled — — Outstanding at September 30, 2018 1,589,026 5.03 1.9 10.3 Exercised ( 726,636 ) 5.20 4.4 Cancelled — — Outstanding at September 30, 2019 862,390 4.89 2.0 5.5 Exercised ( 534,291 ) 4.15 3.3 Cancelled — — Outstanding at September 30, 2020 328,099 $ 6.11 2.3 $ 1.4 Exercisable at September 30, 2020 328,099 $ 6.11 2.3 $ 1.4 Stock option exercise prices are equal to the closing price of our common stock on the relevant grant date. The ranges of exercise prices for stock options outstanding at September 30, 2020 are summarized below. Exercise price Options Weighted average exercise price Weighted average remaining contractual term (years) Exercisable options Weighted average exercise price $ 0.00 - $ 4.99 129,949 $ 3.19 0.8 129,949 $ 3.19 $ 5.00 - $ 9.99 198,150 8.02 3.3 198,150 8.02 328,099 $ 6.11 2.3 328,099 $ 6.11 Employee Stock Purchase Plan. The Mueller Water Products, Inc. 2006 Employee Stock Purchase Plan (“ESPP”) authorizes the sale of up to 5,800,000 shares of our common stock to employees. Generally, all full-time, active employees are eligible to participate in the ESPP, subject to certain restrictions. Employee purchases are funded through payroll deductions, and any excess payroll withholdings are returned to the employee. The price for shares purchased under the ESPP is 85 % of the lower of the closing price on the first day or the last day of the offering period. At September 30, 2020, 2,400,158 shares were available for issuance under the ESPP. Phantom Plan. Under the Mueller Water Products, Inc. Phantom Plan adopted in 2012 (“Phantom Plan”), we have awarded “phantom units” to certain non-officer employees. A phantom unit settles in cash equal to the price of one share of our common stock on the vesting date. Phantom units vest ratably over 3 years on each anniversary date of the original grant. We recognize compensation expense for phantom units on a straight-line basis for each tranche of each award based on the closing price of our common stock at each balance sheet date. The outstanding phantom units had a fair value of $ 10.39 per unit at September 30, 2020 and our accrued liability for such units was $ 2.2 million. F- 29 Table of Contents Index to Financial Statements Phantom Plan activity is summarized below. Phantom Plan units Weighted average grant date fair value per unit Weighted average remaining contractual term (years) Aggregate intrinsic value (millions) Outstanding at September 30, 2017 352,007 $ 11.36 0.9 Granted 163,199 12.40 Vested ( 170,675 ) $ 2.1 Cancelled ( 81,758 ) 12.10 Outstanding at September 30, 2018 262,773 12.12 0.6 Granted 180,747 10.53 Vested ( 132,289 ) 1.4 Cancelled ( 55,077 ) 11.61 Outstanding at September 30, 2019 256,154 11.39 0.9 Granted 188,973 11.26 Vested ( 118,908 ) 1.3 Cancelled ( 11,744 ) 11.23 Outstanding at September 30, 2020 314,475 11.16 0.9 F- 30 Table of Contents Index to Financial Statements Note 13. Supplemental Balance Sheet Information Selected supplemental asset information is presented below. September 30, 2020 2019 (in millions) Inventories: Purchased components and raw material $ 87.3 $ 95.2 Work in process 32.4 43.7 Finished goods 42.8 52.5 $ 162.5 $ 191.4 Other current assets: Prepaid expenses $ 10.9 $ 9.6 Non-trade receivables 8.5 6.3 Income taxes 5.5 4.7 Maintenance and repair tooling 3.7 4.2 Other 0.4 1.2 $ 29.0 $ 26.0 Property, plant and equipment: Land $ 6.2 $ 5.2 Buildings 80.4 68.9 Machinery and equipment 406.3 362.9 Construction in progress 57.4 48.0 $ 550.3 $ 485.0 Accumulated depreciation ( 296.5 ) ( 267.9 ) $ 253.8 $ 217.1 Other noncurrent assets: Operating lease right of use asset $ 25.6 $ — Maintenance and repair supplies and tooling 17.5 16.4 Workers compensation reimbursement receivable 2.1 3.1 Note receivable 1.8 1.8 Pension asset 0.9 — Other 3.4 2.6 $ 51.3 $ 23.9 F- 31 Table of Contents Index to Financial Statements Selected supplemental liability information is presented below. September 30, 2020 2019 (in millions) Other current liabilities: Compensation and benefits $ 35.5 $ 28.5 Customer rebates 9.6 8.7 Interest 7.3 7.3 Warranty 7.2 6.5 Deferred revenues 5.6 4.7 Refund liability 4.3 3.3 Operating lease liabilities 4.0 — Taxes other than income taxes 3.9 3.3 Restructuring and severance 2.8 1.7 Environmental 1.2 1.2 Income taxes 0.2 0.6 Accrued settlements 0.2 0.2 Walter tax liability — 22.0 Other 4.8 5.0 $ 86.6 $ 93.0 Other noncurrent liabilities: Operating lease liabilities $ 23.3 $ — Warranty 7.2 10.7 Transition tax 5.2 5.8 Unrecognized income tax benefits 4.5 3.3 Workers compensation 3.8 1.9 Asset retirement obligation 3.5 3.6 CARES Act deferred tax liabilities 3.3 — Deferred development grant 2.5 — Pension — 5.0 Other 3.0 2.9 $ 56.3 $ 33.2 CARES Act On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law. The CARES Act is a relief package intended to assist in many aspects of the American economy through direct secured loans and deferrals of the employer portion of social security taxes through the end of calendar year 2020, with 50% of the deferral due December 31, 2021 and the remainder due December 31, 2022. For the fiscal year ended, September 30, 2020, we have elected these tax deferrals, which are approximately $3.3 million as shown above. Note 14. Supplemental Statement of Operations Information During October 2018, we announced the move of our Middleborough, Massachusetts facility to Atlanta, which will allow us to consolidate our resources and accelerate product innovation through creation of a research and development center of excellence for software and electronics in Atlanta, Georgia. We incurred expenses of $ 0.5 million and $ 4.3 million as of September 30, 2020 and 2019, respectively, related to this reorganization, which are included in other charges, and it was essentially completed in 2020. F- 32 Table of Contents Index to Financial Statements During November 2019, we announced the purchase of a new facility in Kimball, Tennessee, which will allow us to support and enhance our investment in our Chattanooga large casting foundry. As a result of this reorganization, we announced the subsequent closures of our facilities in Hammond, Indiana and Woodland, Washington. We have incurred expenses of $ 2.5 million related to this reorganization in fiscal 2020, which is included in other charges. On February 15, 2019, we experienced a mass shooting tragedy at our Henry Pratt facility in Aurora, Illinois. The event resulted in the deaths of five employees and injuries to one employee and six law enforcement officials. For the years ended September 30, 2020 and September 30, 2019, we incurred expenses of $ 0.9 million and $ 5.1 million, respectively, related to this tragedy, which are included in other charges. These amounts are net of anticipated insurance recoveries. Selected supplemental statement of operations information is presented below. 2020 2019 2018 (in millions) Included in selling, general and administrative expenses: Research and development $ 15.0 $ 14.3 $ 11.6 Advertising 3.3 7.1 7.1 Interest expense, net: 5.5% Senior Notes $ 24.8 $ 24.8 $ 7.5 Deferred financing costs amortization 1.2 1.2 1.6 ABL Agreement 0.6 0.6 0.6 Interest rate swap contracts — — 0.6 Term Loan — — 14.4 Capitalized interest ( 0.3 ) ( 3.0 ) — Other interest expense 0.3 ( 0.2 ) 0.6 26.6 23.3 25.3 Interest income ( 1.1 ) ( 3.5 ) ( 4.4 ) $ 25.5 $ 19.8 $ 20.9 Note 15. Accumulated Other Comprehensive Loss Accumulated other comprehensive loss is presented below. Foreign currency translation Pension liability, net of tax Total (in millions) Balance at September 30, 2019 $ — $ ( 36.0 ) $ ( 36.0 ) Other comprehensive income before reclassifications 8.0 1.2 9.2 Amounts reclassified out of accumulated other comprehensive loss — 2.1 2.1 Other comprehensive income 8.0 3.3 11.3 Balance at September 30, 2020 $ 8.0 $ ( 32.7 ) $ ( 24.7 ) Note 16. Supplemental Cash Flow Information Supplemental cash flow information is presented below. 2020 2019 2018 (in millions) Cash paid, net: Interest $ 24.3 $ 22.2 $ 8.9 Income taxes $ 15.3 $ 29.1 $ 10.7 F- 33 Table of Contents Index to Financial Statements Note 17. Segment Information Our operations consist of two reportable segments: Infrastructure and Technologies. These segments are organized primarily based on products sold and customers served and are consistent with how the segments are managed, how resources are allocated and how information is used by the chief operating decision maker. Infrastructure manufactures valves for water and gas systems including butterfly, iron gate, tapping, check, knife, plug, automatic control and ball valves and dry-barrel and wet-barrel fire hydrants and pipe repair products. Technologies offers metering, leak detection, pipe condition assessment and other products and services for the water infrastructure industry. Segment results are not reflective of their results on a stand-alone basis. Intersegment sales and transfers are made at selling prices generally intended to cover costs. Infrastructure personnel provide certain administrative services, including management of accounts payable and accounts receivable, without any allocation of cost to Technologies. We do not believe the costs of such administrative services are material to the segments’ results. The determination of segment results excludes certain expenses designated as Corporate because they are not directly attributable to segment operations. Interest expense, loss on early extinguishment of debt and income taxes are not allocated to the segments. Corporate expenses include those costs incurred by our corporate function, such as accounting, treasury, risk management, human resources, legal, tax and other administrative functions and also costs associated with assets and liabilities retained following the sales of U.S. Pipe and Anvil. Corporate assets principally consist of our cash, operating lease assets, and certain real property previously owned by U.S. Pipe and Anvil. Business segment assets consist primarily of receivables, inventories, property, plant and equipment, intangible assets and other noncurrent assets. Our largest customers are Ferguson and Core & Main. Information regarding concentrations of our net sales and accounts receivable is presented below. 2020 2019 2018 Percentage of gross revenue: 10 largest customers 53 % 53 % 54 % 2 largest customers 34 % 34 % 34 % Ferguson percentage of gross revenue: Consolidated 17 % 18 % 19 % Infrastructure 16 % 17 % 18 % Technologies 22 % 30 % 28 % Core & Main percentage of gross revenue: Consolidated 17 % 16 % 15 % Infrastructure 19 % 18 % 17 % September 30, 2020 2019 (in millions) Customer receivables: Core & Main $ 37.1 $ 31.9 Ferguson 26.1 25.8 F- 34 Table of Contents Index to Financial Statements Geographical area information is presented below. United States Israel Other Total (in millions) Property, plant and equipment, net: September 30, 2020 $ 234.7 $ 12.8 $ 6.3 $ 253.8 September 30, 2019 201.3 9.7 6.1 217.1 Year ended September 30, 2020 2019 (in millions) Infrastructure disaggregated net revenues: Central $ 222.2 $ 214.2 Northeast 187.5 183.1 Southeast 162.3 162.7 West 216.9 212.8 United States $ 788.9 $ 772.8 Canada 65.5 69.0 Other international locations 31.1 29.2 $ 885.5 $ 871.0 Technologies disaggregated net revenues: Central $ 18.7 $ 27.8 Northeast 19.7 20.4 Southeast 22.1 33.5 West 13.6 10.3 United States $ 74.1 $ 92.0 Canada and other international locations 4.5 5.0 $ 78.6 $ 97.0 F- 35 Table of Contents Index to Financial Statements Summarized financial information for our segments is presented below. Infrastructure Technologies Corporate Total (in millions) Net revenue: 2020 $ 885.5 $ 78.6 $ — $ 964.1 2019 871.0 97.0 — 968.0 2018 818.8 97.2 — 916.0 Operating income (loss): 2020 $ 186.7 $ ( 13.1 ) $ ( 56.8 ) $ 116.8 2019 182.3 ( 8.7 ) ( 49.3 ) 124.3 2018 180.1 ( 24.4 ) ( 34.0 ) 121.7 Depreciation and amortization: 2020 $ 49.1 $ 8.5 $ 0.2 $ 57.8 2019 44.8 7.9 0.3 53.0 2018 37.4 6.1 0.2 43.7 Other charges: 2020 $ 0.6 $ 0.1 $ 12.3 $ 13.0 2019 1.7 — 14.6 16.3 2018 0.1 0.1 10.3 10.5 Capital expenditures: 2020 $ 64.5 $ 2.8 $ 0.4 $ 67.7 2019 80.4 5.5 0.7 86.6 2018 47.3 8.3 0.1 55.7 Total assets: September 30, 2020 $ 1,149.8 $ 93.2 $ 152.0 $ 1,395.0 September 30, 2019 1,107.8 100.3 129.2 1,337.3 Intangible assets, net: September 30, 2020 $ 490.8 $ 17.9 $ — $ 508.7 September 30, 2019 508.2 21.2 — 529.4 Note 18. Commitments and Contingencies We are involved in various legal proceedings that have arisen in the normal course of operations, including the proceedings summarized below. The effect of the outcome of these matters on our financial statements cannot be predicted with certainty as any such effect depends on the amount and timing of the resolution of such matters and potential insurance coverage. Other than the litigation described below, we do not believe that any of our outstanding litigation would have a material adverse effect on our business or prospects. Environmental. We are subject to a wide variety of laws and regulations concerning the protection of the environment, both with respect to the operations at many of our properties and with respect to remediating environmental conditions that may exist at our own or other properties. We accrue for environmental expenses resulting from existing conditions that relate to past operations when the costs are probable and reasonably estimable. In the acquisition agreement pursuant to which a predecessor to Tyco sold our businesses to a previous owner in August 1999, Tyco agreed to indemnify us and our affiliates, among other things, for all “Excluded Liabilities.” Excluded Liabilities include, among other things, substantially all liabilities relating to the time prior to August 1999, including environmental liabilities. The indemnity survives indefinitely. Tyco’s indemnity does not cover liabilities to the extent caused by us or the operation of our businesses after August 1999, nor does it cover liabilities arising with respect to businesses or sites acquired after August 1999. Since 2007, Tyco has engaged in multiple corporate restructurings, split-offs and divestitures. While none of these transactions directly affects the indemnification obligations of the Tyco indemnitors under the 1999 acquisition agreement, the result of such transactions is that the assets of, and control over, such Tyco indemnitors has changed. Should any of these Tyco indemnitors become financially unable or fail to comply with the terms of the indemnity, we may be responsible for such obligations or liabilities. F- 36 Table of Contents Index to Financial Statements On July 13, 2010, Rohcan Investments Limited, the former owner of property leased by Mueller Canada Ltd. and located in Milton, Ontario, filed suit against Mueller Canada Ltd. and its directors seeking C$ 10.0 million in damages arising from the defendants’ alleged environmental contamination of the property and breach of lease. Mueller Canada Ltd. leased the property from 1988 through 2008. We are pursuing indemnification from a former owner for certain potential liabilities that are alleged in this lawsuit, and we have accrued for other liabilities not covered by indemnification. On December 7, 2011, the Court denied the plaintiff’s motion for summary judgment. The purchaser of U.S. Pipe has been identified as a “potentially responsible party” (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) in connection with a former manufacturing facility operated by U.S. Pipe that was in the vicinity of a proposed Superfund site located in North Birmingham, Alabama. Under the terms of the acquisition agreement relating to our sale of U.S. Pipe, we agreed to indemnify the purchaser for certain environmental liabilities, including those arising out of the former manufacturing site in North Birmingham. Accordingly, the purchaser tendered the matter to us for indemnification, which we accepted. Ultimate liability for the site will depend on many factors that have not yet been determined, including the determination of EPA’s remediation costs, the number and financial viability of the other PRPs (there are four other PRPs currently) and the determination of the final allocation of the costs among the PRPs. Accordingly, because the amount of such costs cannot be reasonably estimated at this time, no amounts had been accrued for this matter at September 30, 2020. Walter Energy . We were a member of the Walter Energy, Inc (“Walter Energy”) federal tax consolidated group through December 14, 2006, at which time the Company was spun-off from Walter Energy. Until our spin-off from Walter Energy, we joined in the filing of Walter Energy’s consolidated federal income tax return for each taxable year during which we were a member of the consolidated group. As a result, we were jointly and severally liable for the federal income tax liability, if any, of the consolidated group for each of those years. In July 2015, Walter Energy filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code in the Northern District of Alabama (“Bankruptcy Case”). The IRS alleged that Walter Energy owed substantial amounts (“Walter Tax Liability”), and on January 11, 2016, the IRS filed a proof of claim in the Bankruptcy Case, alleging that Walter Energy owed taxes, interest and penalties in an aggregate amount of $554.3 million. In the proof of claim, the IRS included an alternative calculation in an aggregate amount of $860.4 million. At September 30, 2019, we had accrued a current liability of $ 22.0 million in connection with this matter. On November 18, 2019, we paid $22.2 million, including additional accrued interest, to the IRS in final settlement of this tax dispute. All appeal periods have expired, and our liabilities with respect to the Walter Tax Liability have been fully resolved. City of Jackson, MS v. Siemens Industry, Inc., et al. On or about August 22, 2013, Mueller Systems, LLC (“Mueller Systems”) entered into an agreement with Siemens Industries, Inc (“Siemens”) to provide advanced metering infrastructure (“AMI”) products and services to Siemens as part of Siemens’ project for the City of Jackson, MS (the “City”). This project included products and services, which were provided by parties other than Mueller Systems, for the City’s water treatment plants, sewer lines and billing system (the “Project”). On June 11, 2018, the City filed a lawsuit against Siemens and several of its contractors (excluding Mueller Systems) for multiple claims related to the Project, including claims for fraud, negligence, breach of implied warranty of good workmanship, negligent representation, civil conspiracy, unjust enrichment, breach of contract and breach of covenant of good faith and fair dealing (“Siemens Lawsuit”). In the Siemens Lawsuit, the City alleged damages in excess of $450.0 million. On November 12, 2019, the City filed an amended complaint, adding Mueller Systems as a defendant in the Siemens Lawsuit. In February 2020, the City dismissed all claims against Mueller Systems in the Siemens Lawsuit. On March 27, 2020, the City and Siemens executed a settlement agreement whereby Siemens agreed to pay the City $89.8 million (“Settlement Amount”) in order to settle the Siemens Lawsuit (the “Settlement”). Following the Settlement, Siemens sought to recover a portion of the Settlement Amount from Mueller Systems, and the parties entered negotiations to resolve the matter. In September 2020, we resolved the matter, paid Siemens approximately $ 10 million, and recovered $ 5.0 million from insurance. The COVID-19 Pandemic. The pandemic has caused, and is likely to continue to cause, severe economic, market and other disruptions to the U.S. and global economies. As a result of the pandemic, we experienced adverse business conditions during the year, including significant costs to mitigate the pandemic effects. We have taken and continue to take steps to maximize liquidity by limiting cash expenditures, including furloughing significant numbers of our employees, implementing temporary shutdowns of our manufacturing facilities or portions of our manufacturing facilities, implementing temporary salary reductions for our senior leadership team, deferral of capital expenditures, reduced fees for our Board of Directors and aggressively reducing general and administrative spending. We are uncertain of the potential full magnitude or duration of the business and economic impacts from the unprecedented public health effort to contain and combat the spread of COVID-19, and while the extent to which the pandemic affects our results will depend on future developments, the outbreak could result in material effects to our future financial position, results of operations, cash flows and liquidity. F- 37 Table of Contents Index to Financial Statements Mass Shooting Event at our Henry Pratt Facility in Aurora, Illinois. On February 15, 2019, we experienced a mass shooting event at our Henry Pratt facility in Aurora, Illinois, in which five employees were killed and one employee and six law enforcement officers were injured. Various workers’ compensation claims arising from the event have been made to date, and we anticipate that additional claims may be made, and that liability under such claims, if any, is not expected to have a material adverse effect on our results of operations or cash flows. However, the possibility of other legal proceedings, and any related effects, arising from this event cannot be predicted with certainty. Indemnifications . We are a party to contracts in which it is common for us to agree to indemnify third parties for certain liabilities that arise out of or relate to the subject matter of the contract. In some cases, this indemnity extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by gross negligence or willful misconduct. We cannot estimate the potential amount of future payments under these indemnities until events arise that would trigger a liability under the indemnities. Additionally, in connection with the sale of assets and the divestiture of businesses, such as the divestitures of U.S. Pipe and Anvil, we may agree to indemnify buyers and related parties for certain losses or liabilities incurred by these parties with respect to: (i) the representations and warranties made by us to these parties in connection with the sale and (ii) liabilities related to the pre-closing operations of the assets or business sold. Indemnities related to pre-closing operations generally include certain environmental and tax liabilities and other liabilities not assumed by these parties in the transaction. Indemnities related to the pre-closing operations of sold assets or businesses normally do not represent additional liabilities to us, but simply serve to protect these parties from potential liability associated with our obligations existing at the time of the sale. As with any liability, we have accrued for those pre-closing obligations that are considered probable and reasonably estimable. Should circumstances change, increasing the likelihood of payments related to a specific indemnity, we will accrue a liability when future payment is probable and the amount is reasonably estimable. Other Matters. We monitor and analyze our warranty experience and costs periodically and may revise our warranty accruals as necessary. Critical factors in our reserve analyses include warranty terms, specific claim situations, incurred and projected failure rates, the nature of product failures, product and labor costs, and general business conditions. During 2018, our warranty analysis identified that certain other Technologies products had been failing at higher-than-expected rates, and that the average cost to repair or replace certain products under warranty was higher than previously estimated. As a result, we recorded an additional warranty expense of $ 14.1 million associated with such products. We are party to a number of other lawsuits arising in the ordinary course of business, including product liability cases for products manufactured by us or third parties. While the results of litigation cannot be predicted with certainty, we believe that the final outcome of such other litigation is not likely to have a material adverse effect on our business or prospects. Note 19. Subsequent Events On October 23, 2020 , our board of directors declared a dividend of $ 0.0550 per share on our common stock, a 5 percent increase from the prior quarter, payable on or about November 20, 2020 to stockholders of record at the close of business on November 10, 2020 . F- 38 Table of Contents Index to Financial Statements Note 20. Quarterly Consolidated Financial Information (Unaudited) Quarter Fourth Third Second First (in millions, except per share amounts) 2020 Net sales $ 265.3 $ 228.5 $ 257.7 $ 212.6 Gross profit 93.9 75.7 86.0 72.6 Operating income 40.7 20.0 35.8 20.3 Net income $ 26.7 $ 11.2 $ 23.8 $ 10.3 Earnings per basic share (1) $ 0.17 $ 0.07 $ 0.15 $ 0.07 Earnings per diluted share (1) $ 0.17 $ 0.07 $ 0.15 $ 0.06 2019 Net sales $ 266.9 $ 274.3 $ 234.0 $ 192.8 Gross profit 88.8 97.2 74.8 60.1 Operating income 39.0 47.2 22.2 15.9 Net income (loss) $ 40.2 $ 33.7 $ 10.9 $ ( 21.0 ) Earnings (loss) per basic share (1) $ 0.26 $ 0.21 $ 0.07 $ ( 0.13 ) Earnings (loss) per diluted share (1) $ 0.25 $ 0.21 $ 0.07 $ ( 0.13 ) (1) The sum of the quarterly amounts may not equal the full year amount due to rounding. F- 39