What changed in this filing

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Item 1. Business

2023-12-14 compared with 2022-11-18 · 97 added, 94 removed, 245 unchanged (44% of the section changed)

Mueller Water Products, Inc.

(“Mueller,” “we” or the “Company”) is a a leading manufacturer and marketer of products and services used in the transmission, distribution and measurement of water in North America.

(“Mueller,” “we,” “our,” or the “Company”) is a leading manufacturer and marketer of products and services used in the transmission, distribution and measurement of water in North America.

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

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Organization Updates

In October 2019, we acquired the remaining 51% noncontrolling ownership interest of our previously existing industrial valve joint venture, which we originally entered into in July 2014.

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.

Effective October 1, 2021, we implemented a new management structure designed to increase revenue growth, drive operational excellence, accelerate new product development and enhance profitability.

We believe the reorganization has and will continue to strengthen the alignment of products, solutions and services with customer needs, accelerate new product introductions and improve product life cycle management.

Our two operating segments, Water Flow Solutions and Water Management Solutions, align with this new management structure.

Our two operating segments, Water Flow Solutions and Water Management Solutions, align with this management structure.

Effective August 21, 2023, the Company’s Chief Executive Officer (“CEO”) left his role and Marietta Edmunds Zakas, the Company’s Chief Financial Officer (“CFO”) was named President and CEO.

Heinrichs, the Company’s Chief Legal and Compliance Officer, was named CFO, and continues to serve as Chief Legal and Compliance Officer.

In addition, certain other management changes occurred.

As a result, the Company incurred transition and retention expense which has been recorded to Strategic reorganization and other charges in our consolidated statements of operation s.

Water Flow Solutions

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Water Management Solutions

The Water Management Solutions product and service portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection, pressure control and software products.

The Water Management Solutions product and service portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection, and pressure management and control products and solutions.

Net sales of products and services in the Water Management Solutions business unit were approximately 50% of fiscal 2023 consolidated net sales.

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Business Strategy

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Key elements of this strategy are as follows:

Accelerate development of new products.

We plan to continue to invest in our product development capabilities, including expanding our research and development staff, to develop and market new products and services.

We expect to add new products to our portfolio and offer new products into different end markets.

We expect this expansion to come through internal investments as well as acquisitions.

Develop and implement a fully-integrated intelligent technology platform for infrastructure testing, monitoring and control.

We created a 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 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.

Drive operational excellence.

Drive operational improvements and deliver benefits from capital investments.

We seek to bring best practices focused on Lean manufacturing and Six Sigma business process improvement methodologi es, with an investment mindset to deliver manufacturing productivity improvements.

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

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.

We are prioritizing capital investments throug h 2023 to modernize our manufacturing facilities and processes.

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

Our large valve manufacturing expansion in Chattanooga, Tennessee entered near full-scale production during the fiscal year 2022 .

We have completed the build out of our new facility in Kimball, Tennessee to support our machining and assembly capabilities in the Chattanooga area.

During the f iscal year ended September 30, 2022, we completed the consolidation of our facilities in Aurora, Illinois and Surrey, British Columbia into the Kimball, Tennessee facility.

We expect these investments will capitalize on the growing need for large valves because 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 start-up initial production in 2023, although we do not expect full production until 2024 when it replaces our nearby, existing brass foundry.

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

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

Over the past five years, we have prioritized capital investments to modernize our manufacturing facilities and processes, expand capacity and capabilities for domestic manufacturing and accelerate new product development.

We believe these i nvestments will drive margin expansion by lowering costs, expand our product portfolio, and improve product quality.

We have completed our large valve manufacturing expansion in Chattanooga, Tennessee and our new facility in Kimball,

Index to Financial Statements

Tennessee, which included consolidating multiple facilities.

We expect these investments to support our domestic manufacturing capabilities for specialty and large valves and to capitalize on the growing need for highly engineered valves required for water infrastructure projects.

During 2023, we started initial production at a new brass foundry in Decatur, Illinois, which will eventually replace our original brass foundry built there in the early 1900s.

These three projects accounted for a significant portion of our capital expenditures over the past five years.

They are expected to drive operational efficiencies, expand capabilities for American-made products, advance our sustainability environmental initiatives, and help accelerate product development.

Accelerate product development and innovation.

We plan to continue to invest in our product development capabilities, including expanding our research and development staff, to develop and market new products and services.

We expect to add new products to our portfolio and offer new products in different end markets.

We continue to enhance our software platform, Sentryx ™ , which provides data intelligence to help water utilities make strategic and operational decisions.

This data includes leak detection, pressure monitoring, advanced metering and water quality metrics, which are aggregated and consolidated within the Sentryx ™ platform, providing utilities with critical information to monitor and control their water networks.

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

Execute sales initiatives and channel strategies to enhance customer service and increase growth.

While our distribution network covers all of the major locations for our principal products in the United States and Canada, we want to continue to invest in process improvements to support our objective of being the preferred partner for our customers.

Expanding the capabilities of our systems and employees will allow us to improve our customers’ experiences.

We continue to invest time and resources to deepen our channel partnerships and end customer relationships to increase our presence in the fastest growing markets.

Additionally, we seek to attract and retain customers through product training and engineering resources to ascertain, educate and understand project requirements.

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

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Water Flow Solutions sells iron gate and specialty valves, and service brass products.

Water Management Solutions sells hydrants, repair and installation, natural gas, metering, leak detection and pressure control products and solutions.

Water Management Solutions sells fire hydrants, repair and installation, natural gas, metering, leak detection and pressure management and control products and solutions.

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

Our water distribution products are manufactured to meet or exceed American Water Works Association (“AWWA”) Standards and, where applicable, certified to National Science Foundation (“NSF”)/American National Standards Institute (“ANSI”) Standard

Index to Financial Statements

61 for potable water conveyance.

Our water distribution products are manufactured to meet or exceed American Water Works Association (“AWWA”) standards and, where applicable, certified to National Science Foundation (“NSF”)/American National Standards Institute (“ANSI”) Standard 61 for potable water conveyance.

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

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Water Flow Solutions’ product portfolio includes iron gate valves, specialty valves and service brass products.

We recognized $714.1 million, $617.8 million and $532.2 million of net sales in our 2022, 2021 and 2020 fiscal years, respectively, for Water Flow Solutions products.

We recognized $634.4 million, $714.1 million and $617.8 million of net sales in our 2023, 2022 and 2021 fiscal years, respectively, for Water Flow Solutions products and solutions.

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Water Valves and Related Products.

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Water Management Solutions

Water Management Solutions’ product and service portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection, pressure control and software products.

We recognized $533.3 million, $493.2 million and $431.9 million of net sales in our 2022, 2021, and 2020 fiscal years respectively, for Water Management Solutions products.

Water Management Solutions’ portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection and pressure management and control products and solutions.

We recognized $641.3 million, $533.3 million and $493.2 million of net sales in our 2023, 2022, and 2021 fiscal years respectively, for Water Management Solutions products and solutions.

Fire Hydrants.

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

In dry-barrel hydrants, the valve connecting the barrel of the hydrant to the water main is located below ground at or below the frost line, which keeps the upper barrel dry.

In dry-barrel fire hydrants, the valve connecting the barrel of the hydrant to the water main is located below ground at or below the frost line, which keeps the upper barrel dry.

Water Management Solutions sells dry-barrel fire hydrants under the Mueller and U.S.

Pipe Valve and Hydrant brand names in the United States and Mueller and the Canada Valve™ brand names in Canada.

Water Management Solutions also makes wet-barrel hydrants, where the valves are located in the hydrant nozzles and the barrel contains water at all times.

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

Water Management Solutions also makes wet-barrel fire hydrants, where the valves are located in the hydrant nozzles and the barrel contains water at all times.

Wet-barrel fire 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 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 the large installed base of Mueller 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.

We believe the large installed base of Mueller fire hydrants throughout the United States and Canada, reputation for superior quality and performance as well as specified position have contributed to the leading market position of our fire hydrants.

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

Repair Products and Services.

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Water Management Solutions manufactures and sources a variety of water technology products under the Mueller ® brand name that are designed to help water providers accurately measure and control water usage.

Water Management Solutions offers a complete lin e of residential, fire line and commercial metering solutions.

Water Management Solutions offers a complete lin e of residential, fire protection 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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Our remote disconnect water meter enables the water flow to be stopped and started remotely via handheld devices or from a central operating facility.

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Water Leak Detection and Pipe Condition Assessment Products and Services .

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

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Additionally, Water Management Solutions produces machines and tools for tapping, drilling, extracting, installing and stopping-off, which are designed to work with its water and gas fittings and valves as an integrated system.

We also provide gas valve products primarily for use in gas distribution systems.

With our Singer valve and i2O products, we provide a range of intelligent water solutions including pressure control valves, advanced pressure management, network analytics, event management and date logging.

With our Singer Valve and i2O products, we provide a range of intelligent water solutions including pressure control valves, advanced pressure management, network analytics, event management and data logging.

Manufacturing

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Our existing manufacturing capacity is sufficient for anticipated near-term requirements.

In order to meet longer-term capacity requirements and modernize some production facilities, however, we have expanded the large valve casting capabilities at the foundry located in Chattanooga, Tennessee, and are currently building out our new manufacturing facility in nearby Kimball, Tennessee to expa nd certain activities and assemble some of our large valves.

Additionally, we have under construction a new brass foundry in Decatur, Illinois, that will replace our existing brass foundry located nearby in Decatur.

In order to meet longer-term capacity requirements and modernize some production facilities, we have expanded the large valve casting capabilities at the facility located in Chattanooga, Tennessee, and added a new facility nearby in Kimball, Tennessee to expa nd domestic manufacturing capabilities for specialty large valves.

Additionally, our new brass foundry in Decatur, Illinois, is nearly complete and will replace our existing brass foundry there.

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

We use the lost foam technique for fire hydrant production in our Albertville, Alabama facility and for iron gate valve production in our Chattanooga, Tennessee facility.

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.

The lost foam technique has several advantages over the green sand technique, especially 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.

Additionally, we design, manufacture, and assemble water metering products in Cleveland, North Carolina.

In Atlanta, Georgia, we design and support AMR and AMI systems in our research and development center of excellence for software and electronics.

Our research and development center in Toronto, Ontario, Canada, designs and supports leak detection and condition assessment.

Our research and development center in Toronto, Ontario, Canada, designs and supports leak detection and pipe condition assessment products and solutions.

Product design and support for our intelligent water solutions products and services for pressure management are in Southampton, United Kingdom.

Purchased Components and Raw Materials

Our products are made using various purchased components and seve ral basic raw materials, including brass ingot, scrap steel, sand and resin.

Purchased parts and raw materials represented approximately 34% and 18%, r espectively, of Cost of sales in 2022.

Our products are made using various purchased components and seve ral basic raw materials that include brass ingot, scrap steel, sand and resin.

Purchased parts and raw materials represented approximatel y 45% and 11%, respectively, of Cost of sales in 2023.

Patents, Licenses and Trademarks

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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.

We generally own the rights to the products that we manufacture and sell, and we are not dependent in any material way upon any license or franchise to operate.

We generally own the rights to the products that we manufacture and sell, and we are not dependent in any material way upon any third-party license or franchise to operate.

See “Item 1A.

RISK FACTORS-Any

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

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

Our brand names include:

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Hydro-Guard ®

i2O Water Ltd

HYMAX® LeakFinderRT ®

HYMAX VERSA ®

LeakFinderRT ®

LeakFinderST ™

LeakListener ®

Pratt Industrial ®

Mueller Systems ®

Pipe Valve and Hydrant, LLC

Parts of our 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.

Pratt Industrial ®

Pipe Valve and Hydrant

Parts of our business depend 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 most of Canada generally face weather conditions that restrict significant construction and other field crew activity.

See “Item 1A.

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Sales, Marketing and Distribution

We sell primarily to national and regional waterworks distributors in the U.S.

We primarily sell to national and regional waterworks distributors in the U.S.

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

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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 40%, 39% and 34% of our gross sales in 2022, 2021 and 2020 fiscal years, 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 approximat ely 35%, 40% and 39% of our gross sales in 2023, 2022 and 2021 fiscal years, respectively .

See “Item 1A.

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

Approximately 8% of Water Flow Solutions’ net sales were to Canadian customers in our fiscal year 2022, and approximately 7% in fiscal years 2021 and 2020.

Approximately 6% of Water Flow Solutions’ net sales were to Canadian customers in our fiscal year 2023, 8% in fiscal year 2022 and 7% in fiscal year 2021.

Water Management Solutions

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

Approximately 7% of Water Management Solutions’ net sales were to Canadian customers in fiscal year 2022, and 8% in fiscal years 2021 and 2020.

Water Management Solutions also sells its water metering, leak detection, including pipe condition assessment, and pressure management and control products and solutions directly to municipalities and to waterworks distributors.

Approximate ly 6% of Water Management Solutions’ net sales were to Canadian customers in fiscal year 2023, 7% in fiscal year 2022 and 8% in fiscal year 2021.

Index to Financial Statements

Water Management Solutions also sells its water metering systems, products and services directly to municipalities and to waterworks distributors, and sells water leak detection, pressure monitoring, and pipe condition assessment products and services, and intelligent water network solutions primarily to municipalities and utility companies.

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 many of our product lines.

The delivery lead time for certain product lines can be longer than one year, and we expect approximately 7% of Water Flow Solutions’ backlog at the end of 2022 will not be shipped until beyond 2023.

The delivery lead time for certain product lines such as specialty valves can be longer than one year, and we expect approximately 22% of Water Flow Solutions’ backlog at the end of 2023 will not be shipped until beyond 2024.

Water Management Solutions manufactures or sources water meter systems that are sometimes ordered in large quantities with delivery dates over several years.

We expect approximatel y 1% of W ater Management Solutions’ backlog will not be shipped until beyond 2023.

Due to demand levels in our end markets, we have experienced record levels of short-cycle backlog, primarily for our iron gate, service brass and hydrant products.

We expect approximately 2% of Water Management Solutions’ backlog at the end of 2023 will not be shipped until beyond 2024.

Due to higher demand levels in 2022, we experienced record levels of short-cycle backlog, primarily for our iron gate valves, service brass products and fire hydrants.

Backlog for Water Management Solutions and Water Flow Solutions are as follows:

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See “Item 1A.

RISK FACTORS-Strong competition could adversely affect prices and demand for our products and services, which would adversely affect our operating results.” There are only a few competitors for most of our product and service offerings.

RISK FACTORS-Strong competition could adversely affect prices and demand for our products and services, which would adversely affect our operating results and financial condition.” There are only a few competitors for most of our product and service offerings.

Many of our competitors are well-established companies with products that have strong brand recognition.

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The markets for products and services sold by Water Management Solutions are very competitive, with some mature products, and many end users are slow to transition to brands other than their historically preferred brands.

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

Our principal competitors for hydrants are McWane, Inc.

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

Our principal competitors for fire hydrants are McWane, Inc.

and American Cast Iron Pipe Company.

We believe the markets for many of our repair products are open to product innovation.

For our pipe repair products, we believe our brand names, including Krausz ® , are generally associated with premium products as a result of our patented technology and superior features.

Our current marketing strategy 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.

For our pipe repair products, we believe our brand names, including Krausz ® and HYMAX ® , are generally associated with premium products as a result of our patented technology and superior features.

Our current marketing strategy is primarily focused on repair, joining and restraining of water infrastructure piping systems, which consists of cast iron, ductile iron and plastic pipe.

Our repair solutions work well with all of these.

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

Within Water Management Solutions, we also sell water metering products and systems, primarily in the United States.

Our primary competitors in the repair market are Romac Industries, Smith Blair, Viking Johnson, AVK Group, JCM Industries, and Georg Fisher Ltd.

Water Management Solutions 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;

however, we 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 Water Management Solutions’ 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.

Although Water Management Solutions’ market position is relatively small, we believe our

Index to Financial Statements

electronically read meters and associated technology are positioned to gain a greater share of these markets.

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

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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.

We believe our operations are in compliance with, or we are taking actions designed to reinforce 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.

Index to Financial Statements

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.

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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.

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

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Human Capital

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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

Supplemental Pay (Overtime) Supplemental Health Benefits Healthcare navigation/concierge program

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

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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

Life Insurance (employee and dependents) Dependent Care Accounts

Tuition Reimbursement

Short-term and Long-term Disability Insurance Voluntary Benefits Offering

No Deductible Medical Mental Health Benefits

Commitment to Diversity and Inclusion.

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We encourage our suppliers to follow these practices as well.

As of November 18, 2022, women represented 27% and minorities represented 36% of our Board of Directors.

As of September 30, 2023, women represented 36% and minorities also represented 36% of our Board of Directors.

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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.

Recently, we completed a pay equity study for all employees and job grades based on gender and race, and believe we addressed identified anomalies with appropriate pay adjustments.

We also strive to ensure all offers to new employees or to employees being promoted internally are aligned with the market and equitable on an internal basis.

In addition, we expanded our Diversity and Inclusion (“D&I”) Council framework during our 2022 fiscal year.

The framework is now comprised of a series of councils including an executive council, a company-wide employee council and local employee councils at each plant as well as a corporate and sales team council.

We concluded a comprehensive pay equity analysis in 2021 encompassing all staff members and job levels in addition to considering gender and race.

We believe we have made compensation adjustments to rectify compensation disparities.

We also implemented hiring and promotional practices to support our goal of ensuring offers to new employees or to employees being promoted internally are aligned with the market and equitable on an internal basis.

We plan to conduct another comprehensive pay equity analysis in the near future and at appropriate intervals going forward.

In our fiscal year 2022, we expanded our Diversity and Inclusion (“D&I”) Council framework to include a series of councils including an executive council, a company-wide employee council and local employee councils at each plant as well as a corporate and sales team council.

Talent Acquisition and Retention.

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Our fiscal year 2023 employee turnover rate was approximately 36%.

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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 2022, we continued our Frontline Leader training program to offer tools in time management, communication, and team building, along with personal coaching.

As new generations enter the workforce, their dedication to sustainability is pivotal for our long-term prosperity.

The Mueller Development Program (“MDP”) has been developed to create a pathway for upcoming talent.

In 2022, we extended our Frontline Leader training program, offering resources in time management, communication, team building, and personal coaching.

At September 30, 2023, we employed approximately 3,200 people, of whom 81% work in the United States.

At September 30, 2022, 64% of our hourly workforce was represented by collective bargaining agreements.

At September 30, 2023, approximately 58 % of our United States hourly workforce was represented by collective bargaining agreements.

Additionally, certain foreign countries where we have employees, such as China, provide by law for employee rights which include requirements similar to collective bargaining agreements.

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Location Expiration of current agreement(s)

Chattanooga, TN November 2025

Chattanooga, TN January 2027

Chattanooga, TN October 2025

Decatur, IL June 2027

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

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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.

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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