What changed in this filing

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Item 1. Business

2021-11-19 compared with 2020-11-19 · 165 added, 105 removed, 172 unchanged (61% of the section changed)

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Our products and services are used by municipalities and the residential and non-residential construction industries.

Some of our products have leading positions due to their strong brand recognition and reputation for quality, service and innovation.

Some of our products have leading positions as a result of their strong brand recognition and reputation for quality, service and innovation.

We believe we have one of the largest installed bases of iron gate valves and fire hydrants in the United States.

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Our consolidated net sales were $1,111.0 million in 2021.

We operate our business through two segments, Infrastructure, formerly referred to as Mueller Co., and Technologies, formerly referred to as Mueller Technologies.

We operate our business through two segments, Infrastructure and Technologies.

Segment sales, operating results and additional financial data and commentary are provided in the Segment Analysis section in Part II, Item 7.

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“ FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ” of this Annual Report.

Organization Updates

On December 3, 2018, we completed our acquisition of Krausz Industries Development Ltd.

and subsidiaries (“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.

The results of Krausz are included within our Infrastructure segment for all periods following the acquisition date.

In October 2019, we acquired the remaining 51% noncontrolling ownership interest of our previously existing joint venture operation.

On June 14, 2021, we acquired all the outstanding capital stock of i2O Water Ltd (“i2O’), a provider of pressure management solutions to more than 100 water companies in 45 countries.

i2O is organized under the laws of the United Kingdom.

The consolidated balance sheet at September 30, 2021 includes the preliminary estimated fair values of the net assets of i2O.

The results of i2O’s operations and cash flows for the period subsequent to the acquisition are included in the consolidated statement of operations and consolidated statement of cash flows, respectively, since the acquisition date.

Infrastructure

Infrastructure manufactures valves for water and gas systems, including iron gate, butterfly, tapping, check, knife, plug, automatic control and ball valves, as well as dry-barrel and wet-barrel fire hydrants and a broad line of pipe repair products, such as clamps and couplings used to repair leaks.

Infrastructure manufactures valves for water and gas systems, including iron gate, butterfly, tapping, check, knife, plug, automatic control and ball valves, as well as dry-barrel and wet-barrel fire hydrants, service brass products and a broad line of pipe repair products, such as clamps and couplings used to repair leaks.

Infrastructure’s net sales were $1,022.0 million in 2021.

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Technologies’ net sales were $89.0 million in 2021.

Technologies is comprised of the Mueller Systems and Echologics businesses.

Mueller Systems sells water metering systems, products, services and software directly to municipalities and to waterworks distributors.

Echologics sells water leak detection and pipe condition assessment products and services primarily to municipalities.

Technologies sells water metering systems, products, services and software directly to municipalities and to waterworks distributors, and water leak detection and pipe condition assessment products and services primarily to municipalities.

i2O, which we acquired during our fiscal third quarter of 2021, sells pressure management intelligent water network solutions and software.

Index to Financial Statements

Business Strategy

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We have introduced a new software platform, Sentryx, that provides data intelligence to help water utilities make strategic and operational decisions.

As our customers seek to use real-time data and analytics to manage and repair their aging infrastructures more efficiently, we believe we are uniquely positioned to help solve their problems given our expertise and the large installed base of our products.

As our customers seek to use real-time data and analytics to manage and repair their aging infrastructures more efficiently, we believe we are uniquely positioned to provide solutions given our expertise and the large installed base of our products.

This data includes leak detection, pressure monitoring, advanced metering and water quality, which are aggregated and consolidated within the Sentryx platform, providing utilities with critical information regarding their distribution systems.

Index to Financial Statements

Drive operational excellence.

We are bringing best practices focused on Lean manufacturing with an investment mindset to deliver manufacturing productivity improvements.

We seek to bring best practices focused on Lean manufacturing with an investment mindset to deliver manufacturing productivity improvements.

We expect these efforts will facilitate innovation and new product development, helping us drive sales growth and improve product margins.

Productivity improvements at our facilities should allow us to drive down costs, which can fund additional manufacturing initiatives and continued investment in product development.

Productivity improvements at our facilities should allow us to lower costs, which can fund additional manufacturing initiatives and continued investment in product development.

Modernize manufacturing facilities.

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We believe this modernization will improve product quality, drive non-price margin expansion and expand our product portfolio.

Our large valve manufacturing expansion in Chattanooga began ramping up production in 2020 and we expect to enter full-scale production in early 2021.

We are in the process of building out our new facility in Kimball, Tennessee to expand our machining and assembly capabilities in the Chattanooga area.

We expect these investments will allow us to capitalize on the growing need for large valves due to the migration to more densely populated, urban areas and an increased focus by customers on products made in America.

In addition, we have begun construction of a new brass foundry in Decatur, Illinois.

Our large valve manufacturing expansion in Chattanooga, Tennessee continued to ramp up production in 2021, and we expect to enter full-scale production in 2022.

We are building out our new facility in Kimball, Tennessee to expand our machining and assembly capabilities in the Chattanooga area.

In March 2021, we announced plans to consolidate our facilities in Aurora, Illinois and Surrey, British Columbia into the Kimball facility.

We expect these investments will allow us to capitalize on the growing need for large valves as a result of the migration to more densely populated, urban areas and an increased focus by customers on products made in America.

In addition, we are building a new brass foundry in Decatur, Illinois, scheduled to begin production late in 2022, to replace our nearby, existing brass foundry.

Continue to seek to acquire and invest in businesses and technologies that expand our existing portfolio of businesses or allow us to enter new markets.

We will continue to evaluate the acquisition of strategic businesses, technologies and product lines that have the potential to strengthen our competitive positions, enhance or expand our existing product and service offerings, expand our technological capabilities, leverage our manufacturing capabilities, provide synergistic opportunities or allow us to enter new markets.

As part of this strategy, we may pursue international opportunities, including acquisitions, joint ventures and partnerships, that allow us to expand product or service offerings or enter new markets.

We will continue to evaluate the acquisition of strategic businesses, technologies and product lines that have the potential to strengthen our competitive position, enhance or expand our existing product and service offerings, expand our technological capabilities, leverage our manufacturing capabilities, provide synergistic opportunities, enhance our customer relationships or allow us to enter new markets.

As part of this strategy, we may pursue international opportunities, including acquisitions, joint ventures and partnerships.

Description of Products and Services

We offer a broad line of water infrastructure, flow control, metrology and leak detection products and services primarily in the United States and Canada.

Infrastructure sells water and gas valves, fire hydrants and pipe repair products.

Technologies sells water metering products and systems and leak detection and pipe condition assessment products and services.

Our products are designed, manufactured and tested in compliance with industry standards, where applicable.

Infrastructure sells water and gas valves, service brass, fire hydrants and pipe repair products.

Technologies sells water metering products and systems as well as leak detection and pipe condition assessment products and services.

Our products are designed, manufactured and tested in compliance with relevant industry standards.

Infrastructure

Infrastructure is comprised of companies that manufacture valves for water and gas systems, as well as fire hydrants and pipe repair products for water distribution.

Index to Financial Statements

Infrastructure manufactures valves for water and gas systems, as well as fire hydrants, service brass and pipe repair products for water distribution.

Infrastructure’s water distribution products are manufactured to meet or exceed American Water Works Association (“AWWA”) Standards and, where applicable, certified to NSF/ANSI Standard 61 for potable water conveyance.

In addition, Underwriters Laboratory (“UL”) and FM Approvals (“FM”) have approved many of these products.

These products are typically specified by a water utility for use in its system.

These products are typically specified by a water utility for use in its infrastructure system.

Water and Gas Valves and Related Products.

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Pipe Valve and Hydrant, and Singer Valve.

Water and gas valves and related products, generally made of iron or brass, accounted for $583.2 million, $576.4 million and $569.1 million of our gross sales in 2020, 2019 and 2018, respectively.

Water and gas valves and related products, generally made of iron or brass, accounted for $681.1 million, $583.2 million and $576.4 million of our gross sales in our 2021, 2020 and 2019 fiscal years, respectively.

These valve products are used to control distribution and transmission of potable water, non-potable water or gas.

Water valve products typically range in size from ¾ inch to 36 inches in diameter.

Infrastructure also manufactures significantly larger valves as custom order work through its Henry Pratt product line.

Infrastructure also manufactures significantly larger valves as custom orders through some of its product lines.

Most of these valves are used in water transmission or distribution, water treatment facilities or industrial applications.

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Infrastructure manufactures dry-barrel and wet-barrel fire hydrants.

Sales of fire hydrants and fire hydrant parts accounted for $201.4 million, $199.7 million and $204.3 million of our gross sales in 2020, 2019 and 2018, respectively.

Sales of fire hydrants and fire hydrant parts accounted for $236.7 million, $201.4 million and $199.7 million of our gross sales in our 2021, 2020 and 2019 fiscal years, respectively.

Infrastructure sells fire hydrants for new water infrastructure development, fire protection systems and water infrastructure repair and replacement projects.

Index to Financial Statements

These fire hydrants consist of an upper barrel and nozzle section and a lower barrel and valve section that connects to a water main.

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Wet-barrel hydrants are made for warm weather climates, such as in California and Hawaii, and are sold under the Jones brand name.

Most municipalities have approved a limited number of fire hydrant brands for installation within their systems due to their desires to use the same tools and operating instructions across their systems and to minimize inventories of spare parts.

We believe Infrastructure’s large installed base of fire hydrants throughout the United States and Canada, reputation for superior quality and performance and incumbent specification positions have contributed to the leading market position of its fire hydrants.

Most municipalities have approved a limited number of fire hydrant brands for installation within their systems as a result of their desire to use the same tools and operating instructions across their systems and to minimize inventories of spare parts.

We believe Infrastructure’s large installed base of fire hydrants throughout the United States and Canada, reputation for superior quality and performance as well as specification positions have contributed to the leading market position of its fire hydrants.

This large installed base also leads to recurring sales of replacement hydrants and hydrant parts.

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Infrastructure also sells pipe repair products, such as couplings, grips and clamps used to repair leaks, under the HYMAX, Mueller and Krausz brand names.

Technologies is comprised of companies that provide innovative solutions, products and services that actively diagnose, measure and monitor the delivery of water.

Technologies provides innovative technology-based solutions, products and services that actively diagnose, measure and monitor the delivery of water.

Water Metering Products and Systems .

Mueller Systems manufactures and sources a variety of water technology products under the Mueller Systems and Hersey brand names that are designed to help water providers accurately measure and control water usage.

Mueller Systems offers a complete line of residential, fire line and commercial metering solutions.

In Technologies, we manufacture and source a variety of water technology products under the Mueller and Hersey brand names that are designed to help water providers accurately measure and control water usage.

Technologies offers a complete line of residential, fire line and commercial metering solutions.

Residential and commercial water meters are generally classified as either manually read meters or remotely read meters via radio technology.

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Meters equipped with radio transmitters (endpoints) use encoder registers to convert the measurement data from the meter (mechanical or static) into an encrypted digital format which is then transmitted via radio frequency to a receiver that collects and formats the data appropriately for water utility billing systems.

These remotely read systems are either automatic meter reading (“AMR”) systems or fixed network advanced metering infrastructure (“AMI”) systems.

These remotely or electronically read systems are either automatic meter reading (“AMR”) systems or fixed network advanced metering infrastructure (“AMI”) systems.

With an AMR system, utility personnel with mobile equipment, including a radio receiver, computer and reading software, collect the data from utilities’ meters.

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These systems provide the utilities with more frequent and diverse data at specified intervals from the utilities’ meters and allow for two-way communication.

Mueller Systems sells both AMR and AMI systems and related products.

Mueller Systems’ remote disconnect water meter enables the water flow to be stopped and started remotely via handheld devices or from a central operating facility.

Sales of water metering products and systems accounted for 79%, 81% and 79% of Technologies’ net sales in 2020, 2019 and 2018, respectively.

Technologies sells both AMR and AMI

Index to Financial Statements

systems and related products.

Our remote disconnect water meter enables the water flow to be stopped and started remotely via handheld devices or from a central operating facility.

Sales of water metering products and systems accounted for 78%, 79% and 81% of Technologies’ net sales in our 2021, 2020 and 2019 fiscal years, respectively.

Water Leak Detection and Pipe Condition Assessment Products and Services .

Echologics develops technologies and offers products and services under the Echologics brand name that can non-invasively (without disrupting service or introducing a foreign object into the water system) detect underground leaks and assess the condition of water mains comprised of a variety of materials.

Echologics leverages its proprietary acoustic technology to offer leak detection and condition assessment surveys.

Echologics also offers fixed leak detection systems that allow customers to continuously monitor and detect leaks on water distribution and transmission mains.

We believe Echologics’ ability to offer leak detection and pipe condition assessment services non-invasively is a key competitive advantage.

Technologies develops technologies and offers products and services under the Echologics brand name that can non-invasively (without disrupting service or introducing a foreign object into the water system) detect underground leaks and assess the condition of water mains comprised of a variety of materials.

We leverage our proprietary acoustic technology to offer leak detection and condition assessment surveys.

We also offer fixed leak detection systems that allow customers to continuously monitor and detect leaks on water distribution and transmission mains.

We believe Technologies’ ability to offer non-invasive leak detection and pipe condition assessment services is a key competitive advantage.

Intelligent Water Network Solutions.

i2O, which was acquired in June of 2021, develops and provides a range of intelligent water solutions including advanced pressure management, network analytics, event management and data logging.

Manufacturing

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We will continue to expand the use of Lean manufacturing and Six Sigma business improvement methodologies where appropriate to safely capture higher levels of quality, service and operational efficiency in our manufacturing facilities in both segments.

Index to Financial Statements

Infrastructure

Infrastructure operates fourteen manufacturing facilities located in the United States, Canada, Israel and China.

Infrastructure operates eleven manufacturing facilities located in the United States, Canada, Israel and China.

These manufacturing operations include foundry, machining, fabrication, assembly, testing and painting operations.

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Infrastructure’s existing manufacturing capacity is sufficient for anticipated near-term requirements.

However, in order to meet longer-term capacity requirements and modernize some production facilities, Infrastructure has expanded its large valve casting capabilities at its foundry location in Chattanooga, Tennessee, is currently building out its new manufacturing facility in nearby Kimball, Tennessee to insource certain activities and assemble certain large valves, and has started construction of a new brass foundry in Decatur, Illinois that will replace our existing brass foundry located nearby in Decatur.

However, in order to meet longer-term capacity requirements and modernize some production facilities, Infrastructure has expanded its large valve casting capabilities at its foundry located in Chattanooga, Tennessee, and is currently building out its new manufacturing facility in nearby Kimball, Tennessee to insource certain activities and assemble certain large valves.

Additionally, Infrastructure is constructing a new brass foundry in Decatur, Illinois that will replace our existing brass foundry located nearby in Decatur.

Infrastructure foundries use both lost foam and green sand casting techniques.

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The lost foam technique has several advantages over the green sand technique for high-volume products, including a reduction in the number of manual finishing operations, lower scrap levels and the ability to reuse some of the materials.

Technologies operates one manufacturing facility in the United States and contracts with a manufacturing facility in Mexico.

Technologies designs, manufactures, and assembles water metering products in Cleveland, North Carolina.

Certain Technologies products are also manufactured in facilities primarily dedicated to Infrastructure products.

Technologies designs, manufactures and assembles water metering products in Cleveland, North Carolina, designs and supports AMR and AMI systems in our research and development center of excellence for software and electronics in Atlanta, Georgia, and designs leak detection and condition assessment products in Toronto, Ontario.

Technologies designs and supports AMR and AMI systems in our research and development center of excellence for software and electronics in Atlanta, Georgia, designs leak detection and condition assessment products in Toronto, Ontario and designs and supports intelligent water solutions products and services in Southampton, United Kingdom.

Purchased Components and Raw Materials

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We have filed and continue to file, when appropriate, patent applications used in connection with our business and products.

Many of the patents for technology underlying the majority of our products have been in the public domain for many years, and we do not believe third-party patents individually or in the aggregate are material to our business.

Index to Financial Statements

patents for technology underlying the majority of our products have been in the public domain for many years, and we do not believe third-party patents individually or in the aggregate are material to our business.

However, we consider the pool of proprietary information, consisting of expertise and trade secrets relating to the design, manufacture and operation of our products to be particularly important and valuable.

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RISK FACTORS-Any inability to protect our intellectual property or our failure to effectively defend against intellectual property infringement claims could adversely affect our competitive position.”

Index to Financial Statements

The table below highlights selected brand names by segment.

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Hydro Gate® Hersey™

Hydro-Guard® LeakFinderRT®

HYMAX® LeakFinderST™

HYMAX VERSA® LeakListener®

Jones® LeakTuner®

Krausz® Mi.Echo®

Milliken™ Mi.Data®

Mueller® Mi.Hydrant™

Pratt® Mi.Net®

Pratt Industrial® Mueller Systems®

Repamax® Sentryx™

Hydro-Guard® i2O Water Ltd

HYMAX® LeakFinderRT®

HYMAX VERSA® LeakFinderST™

Jones® LeakListener®

Krausz® LeakTuner®

Milliken™ Mi.Echo®

Mueller® Mi.Data®

Pratt® Mi.Hydrant™

Pratt Industrial® Mi.Net®

Repamax® Mueller Systems®

Repaflex® Sentryx™

Pipe Valve and Hydrant, LLC

Our water infrastructure business depends upon construction activity, which is seasonal in many areas as a result of the impact of cold weather conditions on construction.

Net sales and operating income have historically been lowest in the quarters ending December 31 and March 31 when the northern United States and all of Canada generally face weather conditions that restrict significant construction and other field crew activity.

Generally speaking, for Infrastructure, approximately 45% of a fiscal year’s net sales occurs in the first half of the fiscal year with 55% occurring in the second half of the fiscal year, though this pattern was disrupted by the pandemic in 2020.

See “Item 1A.

RISK FACTORS-Seasonal demand for certain of our products and services may adversely affect our financial results.” and “Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS-Seasonality.”

RISK FACTORS-Seasonal demand for certain of our products and services may adversely affect our financial results.”

Sales, Marketing and Distribution

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Our distributor relationships are generally non-exclusive, but we attempt to align ourselves with key distributors in the principal markets we serve.

We believe “Mueller” is the most recognized brand in the U.S.

water infrastructure industry.

We believe “Mueller” is the most recognized brand in the United States water infrastructure industry.

Infrastructure

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Sales of our products are heavily influenced by the specifications for the underlying projects.

Approximately 7%, 8% and 9% of Infrastructure’s net sales were to Canadian customers in 2020, 2019 and 2018, respectively.

At September 30, 2020, Infrastructure had 75 sales representatives in the field and 132 inside marketing and sales professionals, as well as 113 independent manufacturer’s representatives.

In addition to calling on distributors, these representatives call on municipalities, water companies and other end users to ensure the products specified for their projects are our products or comparable to our products.

Approximately 8%, 7% and 8% of Infrastructure’s net sales were to Canadian customers in our 2021, 2020 and 2019 fiscal years, respectively.

Index to Financial Statements

Infrastructure’s extensive installed base, broad product range and well-known brands have led to many long-standing relationships with the key distributors in the principal markets we serve.

Our distribution network covers all of the major locations for our principal products in the United States and Canada.

Although we have long-standing relationships with most of our key distributors, we typically do not have long-term contracts with them, including our two largest distributors, which together accounted for approximately 35%, 34% and 35% of Infrastructure’s gross sales in 2020, 2019 and 2018, respectively.

Although we have long-standing relationships with most of our key distributors, we typically do not have long-term contracts with them, including our two largest distributors, which together accounted for approximately 38%, 35% and 34% of Infrastructure’s gross sales in our 2021, 2020 and 2019 fiscal years, respectively.

The loss of either of these distributors would have a material adverse effect on our business.

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RISK FACTORS-Our business depends on a small group of key customers for a significant portion of our sales.”

Index to Financial Statements

Technologies sells its water metering systems, products and services directly to municipalities and to waterworks distributors and sells water leak detection and pipe condition assessment products and services primarily to municipalities and to utilities.

At September 30, 2020, Technologies had 36 sales representatives in the field.

Technologies’ five largest customers accounted for approximately 45%, 50% and 47% of its gross sales in 2020, 2019 and 2018, respectively.

Technologies sells its water metering systems, products and services directly to municipalities and to waterworks distributors, and sells water leak detection and pipe condition assessment products and services, and intelligent water network solutions primarily to municipalities and to utility companies.

Technologies’ five largest customers accounted for approximately 48%, 45% and 50% of its gross sales in our 2021, 2020 and 2019 fiscal years, respectively.

The loss of any of these customers would have a material adverse effect on our business.

See “Item 1A.

RISK FACTORS-Our business depends on a small group of key customers for a significant portion of our sales.”

We consider backlog to represent orders placed by customers for which goods or services have yet to be delivered.

Backlog is a meaningful indicator for the Pratt product line of Infrastructure and the Mueller Systems business unit of Technologies.

Pratt products consist of valves and other parts for large projects that typically require design and build specifications.

The delivery lead time for these projects can be longer than one year, and we expect approximately 16% of Pratt’s backlog at the end of 2020 will not be shipped until beyond 2021.

Mueller Systems manufactures or sources water meter systems that are sometimes ordered in large quantities with delivery dates over several years, and we expect approximately 52% of Mueller Systems’ backlog will not be shipped until beyond 2021.

Backlogs for Pratt and Mueller Systems are presented below.

We consider backlog to represent orders placed by customers for which goods or services have yet to be shipped.

Backlog is a meaningful indicator for several of our product lines in Infrastructure and in our metering business in Technologies.

The delivery lead time for these product lines can be longer than one year, and we expect approximately 6% of Infrastructure’s backlog at the end of 2021 will not be shipped until beyond 2022.

Technologies manufactures or sources water meter systems that are sometimes ordered in large quantities with delivery dates over several years, and we expect approximately 23% of Technologies’ backlog will not be shipped until beyond 2022.

Backlogs for Infrastructure and Technologies are as follows.

September 30,

(in millions)

Pratt $ 87.1 $ 81.6

Mueller Systems 48.2 8.9

Infrastructure $ 391.2 $ 147.6

Technologies 49.0 72.8

Total backlog 440.2 220.4

Sales cycles for metering systems can span several years, and it is common for customers to place orders throughout the contract period.

Although we believe we have a common understanding with our customer as to the total value of a contract when it is awarded, we do not recognize backlog until customer orders are received.

and Canadian markets for water infrastructure and flow control products are very competitive.

Although we believe we have a common understanding with our customer as to the total value of a contract when it is awarded, we do not include customer orders in our backlog until the customer order is received.

The United States and Canadian markets for water infrastructure and flow control products are very competitive.

See “Item 1A.

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We consider our installed base, product quality, customer service level, brand recognition, innovation, distribution and technical support to be competitive strengths.

The competitive environment for most of Infrastructure’s valve and hydrant products is mature and many end users are slow to transition to brands other than their historically preferred brand.

It is difficult to increase market share in this environment.

The competitive environment for most of Infrastructure’s valve and hydrant products is mature and many end users are slow to transition to brands other than their historically preferred brand making it difficult to increase market share in this environment.

We believe our fire hydrants and valves enjoy strong competitive positions based primarily on the extent of their installed base, product quality, specified position and brand recognition.

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With respect to our specialty valve products such as butterfly, plug, and check valves, our principal competitors are mainly DeZURIK, Val-Matic and McWane, Inc.

We believe the market for many of Infrastructure’s repair products is open to product innovation.

We believe the markets for many of Infrastructure’s repair products are open to product innovation.

Our current marketing is primarily focused on repair, joining and restraining of water infrastructure piping systems.

The majority of this infrastructure consists of cast iron, ductile iron and plastic pipe, and our repair solutions work well with all of these.

We believe our brand names are generally associated with premium products due to our patented technology and features.

The majority of this infrastructure

Index to Financial Statements

consists of cast iron, ductile iron and plastic pipe, and our repair solutions work well with all of these.

We believe our brand names are generally associated with premium products as a result of our patented technology and features.

Our primary competitors in the repair market are:

Romac Industries, Smith Blair, Viking Johnson, AVK Group, JCM Industries, and Georg Fisher Ltd.

Index to Financial Statements

The markets for products and services sold by Technologies are very competitive.

Mueller Systems sells water metering products and systems, primarily in the United States.

We believe a substantial portion of this market is in the process of transitioning from manually read meters to automatically read meters, but we also expect this transition to be relatively slow and that many end users will be reluctant to adopt brands other than their historically preferred brand.

Although Mueller Systems’ market position is relatively small, we believe our automatically read meters and associated technology are well positioned to gain a greater share of these markets.

Technologies sells water metering products and systems, primarily in the United States.

We believe a substantial portion of this market is in the process of transitioning from manually read meters to electronically read meters, but we also expect this transition to be relatively slow and that many end users will be reluctant to adopt brands other than their historically preferred brand.

Although Technologies’ market position is relatively small, we believe our electronically read meters and associated technology are well positioned to gain a greater share of these markets.

Our principal competitors are Sensus, Itron, Inc., Neptune Technology Group Inc., Badger Meter, Inc., and Master Meter, Inc.

Echologics sells water leak detection and pipe condition assessment products and services in North America, the United Kingdom and select countries in Europe, Asia and the Middle East, with our primary markets being the United States and Canada.

Technologies also sells water leak detection and pipe condition assessment products and services in North America, the United Kingdom and select countries in Europe, Asia and the Middle East, with our primary markets being the United States and Canada.

The worldwide market for leak detection and pipe condition assessment is highly fragmented with numerous competitors.

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Research and Development

Our primary research and development (“R&D”) facilities are located in Chattanooga, Tennessee and in Ariel, Israel for Infrastructure and in Atlanta, Georgia and Toronto, Ontario for Technologies.

Our primary research and development (“R&D”) facilities are located in Chattanooga, Tennessee and Ariel, Israel for Infrastructure and in Atlanta, Georgia, Toronto, Ontario and Southampton, United Kingdom for Technologies.

The primary focus of these operations is to develop new products, improve and refine existing products and obtain and assure compliance with industry approval certifications or standards, such as AWWA, UL, FM, NSF and The Public Health and Safety Company.

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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.

Ultimate liability for the site will depend on many factors that have not yet been determined, including the determination of the Environmental Protection Agency’s (“EPA”) remediation costs, the number and financial viability of the other PRPs (there are three other PRPs currently) and the determination of the final allocation of the costs among the PRPs.

For more information regarding this matter as well as others that may affect our business, including our capital expenditures, earnings and competitive position, see “Item 1A.

RISK FACTORS,” “Item 7.

LEGAL PROCEEDINGS - Environmental,” “Item 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Contingencies” and Note 17.

of the Notes to Consolidated Financial Statements.

Index to Financial Statements

Our operations are subject to federal, state and local laws, regulations and ordinances relating to various environmental, health and safety matters.

We believe our operations are in compliance with, or we are taking actions designed to ensure compliance with, these laws, regulations and ordinances.

However, the nature of our operations exposes us to the risk of claims concerning non-compliance with environmental, health and safety laws or standards, and there can be no assurance that material costs or liabilities will not be incurred in connection with those claims.

Except for certain orders issued by environmental, health and safety regulatory agencies, with which we believe we are in compliance and which we believe are immaterial to our financial condition, results of operations and liquidity, we are not currently named as a party in any judicial or administrative proceeding relating to environmental, health and safety matters.

Greenhouse gas ("GHG") emissions have increasingly become the subject of political and regulatory focus.

Concern over potential climate change, including global warming, has led to legislative and regulatory initiatives directed at limiting GHG emissions.

In addition to certain federal proposals in the United States to regulate GHG emissions, many states and countries are considering and are enacting GHG legislation, regulations or international accords, either individually and/or as part of regional initiatives.

It is likely that additional climate change related mandates will be forthcoming, and it is expected that they may adversely impact our costs by increasing energy costs and raw material prices, requiring operational or equipment modifications to reduce emissions and creating costs to comply with regulations or to mitigate the financial consequences of such compliance.

We work to minimize the amount of water we use at our manufacturing facilities and maintain stringent water quality standards.

Our processes are designed to return the water used in manufacturing at a quality level that does not negatively impact the receiving environment.

Future events, such as changes in existing laws and regulations, new legislation to limit GHG emissions or contamination of sites owned, operated or used for waste disposal by us, including currently unknown contamination and contamination caused by prior owners and operators of such sites or other waste generators, may give rise to additional costs which could have a material effect on our financial condition, results of operations or liquidity.

Our anticipated capital expenditures for environmental projects are not expected to have a material effect on our financial condition, results of operations or liquidity.

Human Capital

We believe our employees are our greatest asset.

To ensure their health and well-being, we provide access to benefits and offer programs that support work-life balance and overall well-being including financial, physical and mental health resources.

We also provide maternity and paternity benefits for biological and adoptive parents.

We believe our employees are our greatest asset and we strive to provide a safe, inclusive, high-performance culture where our people thrive.

We strive to recruit, develop, engage, train and protect our workforce.

The following are key human capital measures and objectives on which the Company currently focuses.

Our core values of respect, integrity, trust, safety and inclusion shape our culture and define who we are.

They are guiding principles that we live by every day and are evident in everything we do.

We strive to attract, develop and retain high performing talent and we support and reward employee performance.

Index to Financial Statements

These are guiding principles that we live by every day and are evident in everything we do.

We are committed to upholding fundamental human rights and believe that all human beings should be treated with dignity, fairness, and respect.

We strive to promote inclusion in the workplace, engage with communities to build upon our understanding of potential human rights issues, and encourage our suppliers to treat their employees — and to interact with their communities — in a manner that respects human rights.

Employee Total Compensation and Benefits Philosophy.

We pay at or above a living wage at each of our locations.

Living wage is defined as the minimum necessary income for a worker to meet the worker’s basic needs, which can fluctuate based on physical location and other local factors.

We based our calculations on a single worker with no children.

We are dedicated to our employees and their health and well-being.

We provide access to benefits and offer programs that support work-life balance and overall well-being including financial, physical and mental health resources, such as those listed below.

Index to Financial Statements

Financial Health and Wellness Work-Life Balance

Competitive Base Pay

Medical, Dental and Vision Benefits (including telemedicine) Paid time off, paid holidays and jury duty pay

Employee Incentive Plan (Annual Bonus) Flexible Spending Accounts and Health Savings Accounts Paid Parental Leave (maternity, paternity, adoption)

Supplemental Pay (Overtime) Supplemental Health Benefits Elder Care and Childcare Assistance

Employee Stock Purchase Plan Wellness Rewards Program Employee Assistance Program (mental health, legal, financial services)

Recognition Pay and Service Awards Health Plan Incentives Associate Discount Programs and Services

401(k) Retirement Savings Plan with Company Match (Traditional and Roth) On-site and complimentary Vaccinations Flexible Work Arrangements

Life Insurance (employee and dependents)

Short-term and Long-term Disability Insurance

Commitment to Diversity and Inclusion.

We strive to promote inclusion in the workplace, engage with communities to build on our understanding of potential human rights issues, and encourage our suppliers to treat their employees, and to interact with their communities, in a manner that respects human rights.

We condemn human rights abuses and do not condone the use of slave or forced labor, human trafficking, child labor, the degrading treatment of individuals, physical punishment, or unsafe working conditions.

All employees are required to understand and obey local laws, to report any suspected violations, and to act in accordance with our Core Values and Code of Conduct.

We have recently completed a pay equity study for all employees and job grades based on gender and race.

We believe we addressed any anomalies identified through appropriate pay adjustments.

We also strive to ensure all new employee offers and internal promotions are aligned with the market and are equitable on an internal basis.

We launched a Diversity and Inclusion (“D&I”) Council during our 2021 fiscal year that is governed by executive sponsors and includes representatives from each United States plant location, as well as our Headquarters.

Our D&I Council is working to establish an overall diversity and inclusion framework for the Company.

We recognize the importance of having diverse perspectives on our Board of Directors and aspire to promote diversity.

Our diversity and inclusion framework includes Board of Directors and leadership development.

As of September 30, 2021, women represented 27% and minorities represented 36% of our Board of Directors.

Talent Acquisition and Retention.

We strive to attract, develop and retain high-performing talent, and we support and reward employee performance.

Programs to strengthen our talent include an employee referral program, tuition reimbursement, continued training and development and succession planning.

We also have partnerships with local and national educational institutions for our recruiting efforts.

We prioritize employee engagement and transparency by implementing programs and processes to ensure our employees have opportunities to ask questions, voice concerns, and share feedback.

This is accomplished in part by conducting an annual employee satisfaction survey, through quarterly town hall meetings, and regular video messages from our executives.

Our fiscal year 2021 turnover rate was approximately 25%.

Leadership and Culture Development.

As new generations enter the workforce, their passions and commitments to sustainability are fundamental to our future success.

The Mueller Development Program (“MDP”) is designed to provide a pipeline for future talent.

During 2021, we also launched our Frontline Leader training program at all of our plant locations to offer tools in time management, communication, and team building, along with personal coaching.

Index to Financial Statements

At September 30, 2021, we employed approximately 3,400 people, of whom 85% work in the United States.

At September 30, 2021, 66% of our hourly workforce was represented by collective bargaining agreements.

We believe we have good relations with our employees, including those represented by collective bargaining agreements.

We successfully negotiated and extended several of our collective bargaining agreements in the past two years.

Our locations with employees covered by such agreements are presented below.

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Albertville, AL October 2025

Aurora, IL September 2021

We believe relations with our employees, including those represented by collective bargaining agreements, are good.

Geographic Information

of the Notes to Consolidated Financial Statements.

Aurora, IL August 2022

Securities Exchange Act Reports

We file annual and quarterly reports, proxy statements and other information with the U.S.

Securities and Exchange Commission (“SEC”).

We file annual and quarterly reports, proxy statements and other information with the United States Securities and Exchange Commission (“SEC”) as required.

You may read and print materials that we have filed with the SEC from its website at www.sec.gov .

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You may call the SEC at 1-800-SEC-0330 for further information on the public reference room.

In addition, certain of our SEC filings, including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, our proxy statements and amendments to them can be viewed and printed free of charge from the investor information section of our website at www.muellerwaterproducts.com .

In addition, certain of our SEC filings, including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current reports on Form 8-K, our proxy statements and any amendments to them can be viewed and printed free of charge from the investor information section of our website at www.muellerwaterproducts.com .

Copies of our filings, specified exhibits and corporate governance materials are also available free of charge by writing us using the address on the cover of this Annual Report.

We are not including the information on our website as a part of, or incorporating it by reference into, this Annual Report.

Our principal executive offices are located at 1200 Abernathy Road N.E., Suite 1200, Atlanta, Georgia 30328, and our main telephone number at that address is (770) 206-4200.

Our principal executive office is located at 1200 Abernathy Road N.E., Suite 1200, Atlanta, Georgia 30328, and our main telephone number at that address is (770) 206-4200.

Index to Financial Statements

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business