What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-12-14 compared with 2022-11-18 · 356 added, 339 removed, 1462 unchanged (32% of the section changed)

19 unchanged sentences

OTHER INFORMATION

Not applicable.

(a) On December 11, 2023, the Company and certain subsidiaries of the Company entered into a Limited Waiver Agreement to the Company’s Credit Agreement dated August 26, 2021 (the “Waiver”), by an among the Company, each of the subsidiaries party thereto as borrowers, the lenders identified therein and Bank of America, N.A., as administrative agent for the lenders as swing line lender and a Letter of Credit issuer, with respect to the Company’s ABL.

The Waiver provides the Company with additional time to deliver to the ABL lenders certain information that was delayed as a result of the cybersecurity incident announced on October 28, 2023 and described elsewhere in this Annual Report.

Additionally, the maximum aggregate of borrowings and other credit extensions under the ABL is limited to $50.0 million at any time outstanding until all of the delayed deliveries required under the ABL have been made.

The foregoing summary of the Waiver is qualified in its entirety by the full text of the Waiver, a copy of which is attached hereto as Exhibit 10.19.7 and incorporated herein by reference.

(b) Not applicable.

Index to Financial Statements

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

2 unchanged sentences

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The name and position at November 18, 2022 and age of each of our executive officers and directors at September 30, 2022 are presented below.

The name and position at December 14, 2023 and age of each of our executive officers and directors at September 30, 2023 are presented below.

Name Age Position

Scott Hall 57 President and Chief Executive Officer

Heinrichs 54 Executive Vice President, Chief Legal and Compliance Officer and Secretary

Marietta Edmunds Zakas 63 Executive Vice President and Chief Financial Officer

Cofield 63 Senior Vice President, Operations & Supply Chain

Marietta Edmunds Zakas 64 President and Chief Executive Officer

Heinrichs 55 Executive Vice President, Chief Financial Officer and Chief Legal and Compliance Officer

Paul McAndrew 49 Executive Vice President and Chief Operating Officer

Floyd 54 Senior Vice President, Water Flow Solutions

Helms 56 Senior Vice President and Chief Human Resources Officer

Mize 46 Senior Vice President, Sales and Marketing

Kenji Takeuchi 51 Senior Vice President, Water Management Solutions

Carroll 48 Vice President, General Counsel and Corporate Secretary

Feyerherm 52 Vice President, Operations Controller

4 unchanged sentences

Christine Ortiz 52 Director

Rethore 81 Director

Sharritts 55 Director

3 unchanged sentences

Van Arsdell 73 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.

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.

Hall ran General Cable’s Canadian businesses before taking over responsibility for General Cable’s global Communications business.

Hall earned his Bachelor of Commerce degree from Memorial University of Newfoundland and a Master of Business Administration from the University of Western Ontario Ivey School of Business.

Hall is a director of Altra Industrial Motion, Inc.

Heinrichs has served as our Executive Vice President, Chief Legal and Compliance Officer and Secretary since August 2018.

Karl Niclas Ytterdahl

Marietta Edmunds Zakas has served as our President and Chief Executive Officer since August 2023.

She served as Executive Vice President and Chief Financial Officer from January 2018 to August 2023 and 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.

From 1993 to 2000, she served as Corporate Vice President, Director of Investor Relations, and Corporate Secretary for Equifax Inc.

Zakas began her career as an investment banker at Morgan Stanley.

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.

Zakas is a director of BlueLinx Holdings Inc.

and is a former director of Atlantic Capital Bank and Atlantic Capital Bancshares.

Heinrichs has served as our Executive Vice President, Chief Financial Officer and Chief Legal and Compliance Officer since August 2023.

He served as our Executive Vice President, Chief Legal and Compliance Officer and Secretary from August 2018 to August 2023.

He served as Senior Vice President, General Counsel and Secretary of Neenah, Inc.

8 unchanged sentences

Index to Financial Statements

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 is a director of BlueLinx Holdings Inc.

and is a former director of Atlantic Capital Bank and Atlantic Capital Bancshares.

Cofield has served as our Senior Vice President, Operations & Supply Chain since January 2018.

Paul McAndrew has served as our Executive Vice President and Chief Operating Officer since August 2023.

He served as our Senior Vice President of Global Operations and Supply Chain from November 2022 to August 2023.

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.

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.

Cofield achieved the rank of Major before resigning his commission.

McAndrew served as Vice President and General Manager of Professional Tools in the Commercial and Residential Solutions business with Emerson Electric Co.

from April 2017 to November 2022.

Prior to that, he held various operating roles at Kautex Textron GmbH & Co.

KG from June 2002 to April 2017, culminating in his role as Vice President.

McAndrew earned a Bachelor of Science degree from Cardiff University.

Floyd has served as our Senior Vice President, Water Flow Solutions since October 2021.

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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.

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 worked in accounting and finance for Archer Daniels Midland from May 1998 to September 2004.

Mize earned a Bachelor of Science degree in Accounting from Illinois State University and a Master of Business Administration from Millikin University.

Kenji Takeuchi has served as our Senior Vice President, Water Management Solutions since October 2021.

5 unchanged sentences

Takeuchi earned a Bachelor of Mechanical Engineering from Georgia Institute of Technology and a Master of Engineering from the University of California at Berkeley and completed the Executive Education Program at Stanford University’s Graduate School of Business.

Carroll has served as our Vice President, General Counsel and Corporate Secretary since August 2023.

He served as our Vice President, Deputy General Counsel and Assistant Secretary from January 2019 to August 2023 and Senior Assistant General Counsel from March 2013 to January 2019.

Prior to joining us, Mr.

Carroll held various positions at Atlanticus Holdings Corporation and Motorola Inc and engaged in the private practice of law with Taylor English Duma LLP.

Carroll earned a Bachelor of Electrical Engineering and a Master of Electrical Engineering from Georgia Institute of Technology and his law degree from Georgia State University.

Feyerherm has served as our Vice President, Operations Controller since November 2019.

5 unchanged sentences

Previously, Ms.

Smith served as Chief Accounting Officer for ModivCare Inc., from February 2019 through November 2020 and for Cumulus Media from May 2017 through February 2019.

Ms Smith is a certified public accountant, and she earned a Bachelor of Science degree from The Ohio State University and a Master of Business Administration from Georgia State University.

Index to Financial Statements

Smith served as Chief Accounting Officer for ModivCare Inc.

from February 2019 through November 2020 and for Cumulus Media from May 2017 through February 2019.

Smith is a certified public accountant, and she earned a Bachelor of Science degree from The Ohio State University and a Master of Business Administration from Georgia State University.

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.

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Franklin has been a member of our Board of Directors since November 2010.

Franklin serves as the President of Clarke-Franklin & Associates, Inc., a management consulting firm, and is a co-founder of Authenticity Partners.

Franklin serves as the President of Clarke-Franklin & Associates, Inc., a management consulting firm, and of Clark Lyons LLC, a business development and professional services firm.

She is also a co-founder of Authenticity Partners.

In addition, Ms.

Franklin serves as Chair of the board of directors of the National Center for Civil and Human Rights and is a board member of the Paul Volcker Alliance, both non-profit organizations dedicated to public service missions.

Franklin also serves as a board member on CDC Foundation and several other non-profit organizations including CF Foundation, Atlanta Regional Commission on Homelessness, National Alliance for Public Charter Schools, and Purpose Built Schools Atlanta.

Franklin also serves as a board member on CDC Foundation and several other non-profit organizations including CF Foundation, Atlanta Regional Commission on

Index to Financial Statements

Homelessness, National Alliance for Public Charter Schools, and Purpose Built Schools Atlanta.

From 2002 to 2010, Ms.

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She earned a Bachelor of Science degree from Rensselaer Polytechnic Institute and a Master of Science degree and a Doctor of Philosophy degree from Cornell University, each in the field of materials science and engineering.

Rethore has been a member of our Board of Directors since April 2006.

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 and previously served as its Chairman, President and Chief Executive Officer.

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.

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.

Sharritts has been a member of our Board of Directors since March 2021.

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Slobodow has been a member of our Board of Directors since October 2022.

Slobodow is an Operating Partner of Operational Resource Group, LLC (“ORG”), whose clients include a leading middle-market private equity firm.

From 2015 to 2020, he served as an Operating Executive at Golden Gate Capital, where, between 2007 and 2015, he also held senior leadership positions in multiple former portfolio companies.

Slobodow Chief Executive Officer of Better Being Co., a manufacturer and distributor of supplements and personal care products.

From 2021 to 2023, he served as an Operating Partner of Operational Resource Group, LLC and from 2015 to 2020 he served as an Operating Executive at Golden Gate Capital, where, between 2007 and 2015, he also held senior leadership positions in multiple former portfolio companies.

Prior to joining Golden Gate Capital, Mr.

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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

Index to Financial Statements

President and General Manager from 1992 to 1996, Vice President from 1989 to 1992 and Technical Director from 1982 to 1989.

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.

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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.

Van Arsdell has served as a member of the board of directors of Old National Bancorp since February 2022 and has been a member of the audit committee of Brown Brothers Harriman since 2015.

He also served as a member of Deloitte’s board of directors from 2003-2009, during which time he held the position of Vice-Chair.

Van Arsdell has served as a member of the board of

Index to Financial Statements

directors of Old National Bancorp since February 2022 and has been a member of the audit committee of Brown Brothers Harriman since 2015.

Van Arsdell previously served as a director of First Midwest Bancorp, Inc.

2 unchanged sentences

He is a certified public accountant.

Karl Niclas Ytterdahl has been a member of our Board of Directors since February 2023.

Prior to his appointment as a member of the Board, Mr.

Ytterdahl served as Board Observer from October 2022 to February 2023.

He is an Independent Sponsor, partnering with capital investors to consolidate vehicle service sector companies, and the former Executive Chairman and Chief Operating Officer of Industrial Service Solutions (“ISS”), an industrial service provider for critical process equipment and a portfolio company of Wynnchurch Capital, a private equity firm.

Prior to joining ISS, Mr.

Ytterdahl was the President of Dover Vehicle Service Group and a Senior Vice President at Dover Corporation.

From 2006 to 2011, Mr.

Ytterdahl was Chief Procurement Officer at AES and from 2000 to 2006, he held various roles including Vice President and General Manager at Fisher Scientific and President at Fisher Scientific Switzerland.

Ytterdahl began his career at the management consulting firms A.T.

Kearney and Accenture.

He has previously served as a director on the board of Advanced Converting Works and currently serves on the board of Euro Motorparts Group.

Ytterdahl earned a Master of Science degree from Chalmers University of Technology and Master of Science degree from the MIT Sloan School of Management.

Additional Information

6 unchanged sentences

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 for which SEC disclosure is required, we will make such disclose 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 for which SEC disclosure is required, we will make such disclosure 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.

The guidelines and the charters of our Board of Directors’ 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 of Director 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.

EXECUTIVE COMPENSATION

The information required by this item will be contained in our definitive proxy statement issued in connection with the 2023 Annual Meeting of Stockholders and is incorporated herein by reference.

Index to Financial Statements

The information required by this item will be contained in our definitive proxy statement issued in connection with our 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

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 2023 Annual Meeting of Stockholders and is incorporated herein by reference.

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 our 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

Securities Authorized for Issuance under Equity Compensation Plans

4 unchanged sentences

2006 Stock Incentive Plan (“2006 Plan”), as amended.

Index to Financial Statements

The following table sets forth certain information relating to these equity compensation plans at September 30, 2023.

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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 2023 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this item will be contained in our definitive proxy statement issued in connection with our 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be contained in our definitive proxy statement issued in connection with the 2023 Annual Meeting of Stockholders and is incorporated herein by reference.

The information required by this item will be contained in our definitive proxy statement issued in connection with our 2024 Annual Meeting of Stockholders and is incorporated herein by reference.

Index to Financial Statements

6 unchanged sentences

Consolidated Statements of Comprehensive Income for the years ended September 30, 2023, 2022 and 2021 F-6

Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2022, 2021 and 2020 F-7

Consolidated Statements of Equity for the years ended September 30, 2023, 2022 and 2021 F-7

Consolidated Statements of Cash Flows for the years ended September 30, 2023, 2022 and 2021 F-8

Notes to Consolidated Financial Statements for the three years ended September 30, 2022 F-9

Notes to Consolidated Financial Statements for the three years ended September 30, 2023, 2022 and 2021 F-10

(b) Financial Statement Schedules

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001-32892) filed on January 25, 2012.

4.1 I ndenture, dated as o f May 28, 2021, between Mueller Water Products, Inc., the Guarantors and Wells Fargo Bank, N ational Association, as trustee.

Incorporated by referen ce to Exhibit 4.1 to Mueller Water Products, Inc.

Form 8-K ( File no.001-32 892) filed on June 1, 2021.

4.3 Description of Securities registered under Section 12 of the Securities Exchange Act of 1934.

Incorporated by reference to Exhibit 4.

2 to Mueller Water Products, I nc.

Form 10-K (File no.

001-32892) filed on November 19, 2020).

10.2 Income Tax Allocation Agreement by and among Walter Industries, Inc., the Walter Affiliates (as defined therein), Mueller Water Products, Inc.

13 unchanged sentences

001-32892) filed on November 26, 2014.

Index to Financial Statements

Mueller Water Products, Inc.

13 unchanged sentences

001-32892) filed on October 31, 2008.

Index to Financial Statements

Executive Incentive Plan of Mueller Water Products, Inc.

45 unchanged sentences

001-32892) filed on August 8, 2016.

F ourth Ame n d ment to Credit Agreement , d ated January 6, 2017.

Incorp orated by reference to Exhibit 10.1 to Mueller Water Products, Inc.

Form 8-K (File no.

001-32892) filed on January 10, 2017.

F ifth Amend ment to Credit Agreement , dated July 30, 2020.

Incorporated by reference to Exhibit 10.1 to Mueller Water Products , Inc.

Form 10-Q (File no.

001-32892) filed on August 6, 2020.

S ixth Ame ndment to Cr edit Agreement, dated April 5, 2023.

Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc.

Form 10-Q (File no.

001-32892) file d on May 9, 2023.

Limited Waiver Agreement to Credit Agreement, Dated December 11, 2023.

10.21 Purchase Agreement, dated March 7, 2012, among Mueller Water Products, Inc., Mueller Group, LLC and USP Holdings Inc.

12 unchanged sentences

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

Executive Change-in-Control Severance Agreement, dated September 30, 2019 by and between Mueller Water Products Inc.

and Marietta Edmunds Zakas.

Incorporated by reference to Exhibit 10.29.4 to Mueller Water Products, Inc.

Form 10-K (File no.

001-32892) filed on November 19, 2020).

Index to Financial Statements

Letter Agreement, dated August 21, 2023, by and between Mueller Water Products Inc.

and Marietta Edmunds Zakas.

Transition Grant Award Agreement, dated August 24, 2023, by and between Mueller Water Products, Inc.

and Marietta Edmunds Zakas.

Employment Agreement, dated January 4, 2017, by and between Mueller Water Products Inc.

3 unchanged sentences

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.

Executive Change-in-Control Severance Agreement, dated September 30, 2019 by and between Mueller Water Products Inc.

Incorporated by reference to Exhibit 10.30.3 to Mueller Water Products, Inc.

Form 10-K (File no.

001-32892) filed on November 19, 2020).

Transition and Separation Agreement, dated August 21, 2023, by and between Mueller Water Products, Inc.

Employment Agreement, dated July 18, 2018, by and between Mueller Water Products Inc.

4 unchanged sentences

Executive Change-in-Control Severance Agreement, dated September 30, 2019 by and between Mueller Water Products and Steven S.

Incorporated by reference to Exhibit 10.30.2 to Mueller Water Products, Inc.

Form 10-K (File no.

001-32892) filed on November 19, 2020).

L etter Ag reement, dated August 21, 2023, by and between Mueller Water Products, Inc.

and Steven S.

Transition Grant Award Agreement, dated August 24, 2023, by and between Mueller Water Products, Inc.

and Steven S.

Mueller Water Products, Inc.

13 unchanged sentences

001-32892) filed November 19, 2021.

Index to Financial Statements

10.35 Cooperation Agreement dated October 11, 2022, among Mueller Water Products, Inc.

11 unchanged sentences

Form 8-K (File no 001-32892) filed October 13, 2022.

L etter Agreement, dated August 21, 2023, by and between Mueller Water Products, Inc.

and Paul McAndrew.

E mployment Agreement, dated August 2 1 , 2023, by and between Mueller Water Products, Inc.

and Paul McAndrew .

Transition Grant Award Agreement, dated August 24, 2023, by and between Mueller Water Products, Inc.

and Paul McAndrew.

E xecutive Change-in-Control Severance Agreement, dated August 21, 2023 , by and between Mu eller Water Prod ucts, Inc.

and Paul McAndrew.

M ueller Water Products, Inc.

Form of Retenti on Award Agreement.

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.

Subsidiaries of Mueller Water Products, Inc.

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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, 2022, 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 .

Mueller Water Products, Inc.

Incentive Compensation Recovery Policy.

Index to Financial Statements

The following financial information from the Annual Report on Form 10-K for the year ended September 30, 2023, formatted in XBRL (Extensible Business Reporting Language), (i) the Consolidated Balance Sheets , (ii) the Consolidated Statements of Operations , (iii) the Consolidated Statements of Comprehensive Income , (i v ) the Consolidated Statements of Equity , ( v) the Consolidated Statements of Cash Flows , and (v i ) the Notes to Consolidated Financial Statements .

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

* Filed or furnished, as applicable, with this Annual Report

Index to Financial Statements

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.

November 18, 2022

December 14, 2023

MUELLER WATER PRODUCTS, INC.

/s/ Scott Hall

/s/ Marietta Edmunds Zakas

Marietta Edmunds Zakas

President and Chief Executive Officer

1 unchanged sentence

Signature Title Date

/s/ Scott Hall President and Chief Executive Officer November 18, 2022

/s/ Marietta Edmunds Zakas Executive Vice President and Chief Financial Officer (principal financial officer) November 18, 2022

/s/ Marietta Edmunds Zakas President and Chief Executive Officer December 14, 2023

Marietta Edmunds Zakas

/s/ Steven S.

Heinrichs Chief Financial Officer and Chief Legal and Compliance Officer (Principal Financial Officer)

December 14, 2023

/s/ Suzanne G.

Smith Vice President and Chief Accounting Officer (principal accounting officer) November 18, 2022

O’Brien Non-Executive Chairman of the Board of Directors November 18, 2022

Smith Vice President and Chief Accounting Officer (Principal Accounting Officer)

December 14, 2023

O’Brien Non-Executive Chairman of the Board of Directors December 14, 2023

/s/ Shirley C.

Franklin Director November 18, 2022

Franklin Director December 14, 2023

/s/ Thomas J.

Hansen Director November 18, 2022

/s/ Christine Ortiz Director November 18, 2022

Hansen Director December 14, 2023

/s/ Christine Ortiz Director December 14, 2023

Christine Ortiz

/s/ Bernard G.

Rethore Director November 18, 2022

/s/ Jeffery S.

Sharritts Director November 18, 2022

Slobodow Director November 18, 2022

Director November 18, 2022

Sharritts Director December 14, 2023

Slobodow Director December 14, 2023

Thomas Director December 14, 2023

/s/ Michael T.

Tokarz Director November 18, 2022

Director December 14, 2023

/s/ Stephen C.

Van Arsdell Director November 18, 2022

Van Arsdell Director December 14, 2023

/s/ Karl Niclas Ytterdahl

Director December 14, 2023

Karl Niclas Ytterdahl

Index to Financial Statements

6 unchanged sentences

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, 2022, 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, 2022 expressed an unqualified opinion thereon.

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, 2023, 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 December 14, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

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To test the estimated fair values of the reporting units, we performed audit procedures that included, among others, assessing the methodologies used to estimate fair values, testing the significant assumptions used to develop the fair value estimates, and testing the underlying data used by the Company in its analysis for completeness and accuracy.

For example, we evaluated management’s forecasted revenues and EBITDA margins used in the fair value estimates by comparing those assumptions to historical results and current industry, market and economic forecasts.

For example, we evaluated management’s forecasted revenues and EBITDA margins used in the fair value estimates by comparing those assumptions to historical results and available market information.

We also involved our valuation specialists to evaluate the valuation methodologies and the discount rates.

4 unchanged sentences

Atlanta, Georgia

November 18, 2022

December 14, 2023

Index to Financial Statements

6 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2023, 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, 2022 and 2021, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended September 30, 2022, and the related notes and our report dated November 18, 2022 expressed an unqualified opinion thereon.

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, 2023 and 2022, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended September 30, 2023, and the related notes and our report dated December 14, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

16 unchanged sentences

Atlanta, Georgia

November 18, 2022

December 14, 2023

Index to Financial Statements

11 unchanged sentences

Intangible assets, net 334.0 361.2

Goodwill 98.6 115.1

Goodwill, net 93.7 98.6

Other noncurrent assets 58.8 56.7

10 unchanged sentences

Commitments and contingencies (Note 15.)

Preferred stock:

par value $ 0.01 per share;

60,000,000 shares authorized, none outstanding at September 30, 2023 and 2022

Common stock:

par value $ 0.01 per share;

600,000,000 shares authorized;

22 unchanged sentences

Operating income 127.4 111.6 131.7

Pension benefit other than service ( 3.9 ) ( 3.3 ) ( 3.0 )

Pension expense (benefit) other than service 3.7 ( 3.9 ) ( 3.3 )

Interest expense, net 14.7 16.9 23.4

Loss on early extinguishment of debt — — 16.7

Walter Energy accrual — — 0.2

Income before income taxes 109.0 98.6 94.9

17 unchanged sentences

Net income $ 85.5 $ 76.6 $ 70.4

Other comprehensive (loss) income:

Pension ( 18.8 ) 14.1 4.4

Income tax effects 4.7 ( 3.6 ) ( 1.1 )

Other comprehensive income (loss), net of income tax::

Pension actuarial amortization 7.8 ( 14.1 ) 10.5

Foreign currency translation ( 11.9 ) ( 25.5 ) 9.2

6 unchanged sentences

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE THREE YEARS ENDED SEPTEMBER 30, 2022

stock Additional

2 unchanged sentences

comprehensive

(loss) income Non-controlling interest Total

(loss) income Total

(in millions)

1 unchanged sentence

Net income — — 70.4 — 70.4

Cumulative effect of accounting change — — ( 0.1 ) — ( 0.1 )

Dividends declared — ( 34.8 ) — — ( 34.8 )

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Stock repurchased under buyback program — ( 10.0 ) — — ( 10.0 )

Acquisition of joint venture partner’s interest — ( 2.5 ) — — ( 2.2 ) ( 4.7 )

Other comprehensive loss, net of tax — — — 11.3 — 11.3

Other comprehensive income, net of tax — — — 19.7 19.7

Balance at September 30, 2021 1.6 1,342.2 ( 643.9 ) ( 5.0 ) 694.9

1 unchanged sentence

Dividends declared — ( 36.5 ) — — ( 36.5 )

Cumulative effect of accounting change (Note 2.) — — ( 0.1 ) — — ( 0.1 )

Stock-based compensation — 8.7 — — 8.7

2 unchanged sentences

Stock repurchased under buyback program — ( 35.0 ) — — ( 35.0 )

Other comprehensive income, net of tax — — — 19.7 — 19.7

Other comprehensive loss, net of tax — — — ( 39.6 ) ( 39.6 )

Balance at September 30, 2022 1.6 1,279.6 ( 567.3 ) ( 44.6 ) 669.3

5 unchanged sentences

Stock repurchased under buyback program — ( 10.0 ) — — ( 10.0 )

Other comprehensive income, net of tax — — — ( 39.6 ) — ( 39.6 )

Other comprehensive loss, net of tax — — — ( 4.1 ) ( 4.1 )

Balance at September 30, 2023 $ 1.6 $ 1,240.4 $ ( 481.8 ) $ ( 48.7 ) $ 711.5

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Amortization 28.1 28.5 28.2

Gain on sale of assets ( 4.0 ) — —

Goodwill impairment — 6.8 —

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Stock-based compensation 8.5 8.7 8.1

Pension (benefit) cost ( 2.6 ) ( 1.9 ) 2.8

Pension cost (benefit) 4.4 ( 2.6 ) ( 1.9 )

Deferred income taxes ( 14.4 ) ( 3.5 ) ( 5.3 )

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Accounts payable ( 19.7 ) 32.2 23.0

Walter Energy accrual — — ( 22.0 )

Other current liabilities ( 2.0 ) ( 8.5 ) 37.5

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Dividends paid ( 38.1 ) ( 36.5 ) ( 34.8 )

Deferred financing costs paid — ( 6.0 ) ( 1.1 )

Stock repurchased under buyback program

( 10.0 ) ( 35.0 ) ( 10.0 )

Proceeds from financing transaction — — 3.9

Acquisition of joint venture partner’s interest — — ( 5.2 )

Employee taxes related to stock-based compensation ( 2.3 ) ( 1.8 ) ( 1.0 )

Common stock issued 2.7 2.0 1.9

Stock repurchased under buyback program ( 35.0 ) ( 10.0 ) ( 5.0 )

Financing leases ( 0.7 ) ( 0.4 ) 0.4

Deferred financing costs paid

Payments for finance lease obligations ( 1.1 ) ( 0.7 ) ( 0.4 )

Net cash used in financing activities ( 48.8 ) ( 72.0 ) ( 58.8 )

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These segments are based on a management reorganization that became effective October 1, 2021;

prior period information has been recast to conform to the current presentation.

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

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

The “Company,” “we,” “us” or “our” refer to Mueller Water Products, Inc.

prior period information was recast to conform to the current presentation.

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

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

The “Company,” “we,” “us” or “our” refers 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.

We have approximately 3,600 employees globally, of which 64% of our hourly workers are covered by collective bargaining agreements.

In July 2014, we acquired a 49 % ownership in an industrial valve joint-venture for $ 1.7 million.

As a result of 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.

The noncontrolling interest portion was included in selling, general and administrative expenses.

Noncontrolling interest was recorded at its carrying value, which approximated fair value.

We acquired the remaining 51 % noncontrolling interest on October 3, 2019.

We have approximately 3,200 employees globally, of which approximately 58 % of our United States hourly workers are covered by collective bargaining agreements.

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

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During our 2020 and 2019 fiscal years, we included the financial statements of Krausz on a one-month lag.

During the three months ended March 31, 2021, we aligned the consolidation of the financial statements of Krausz in the Company’s consolidated financial statements, eliminating the previous inclusion of Krausz financial statements with a one-month reporting lag.

During the year ended September 30, 2021, we aligned the consolidation of the financial statements of Krausz in the Company’s consolidated financial statements, eliminating the previous inclusion of Krausz financial statements with a one-month reporting lag.

In accordance with applicable accounting literature, the elimination of the one-month reporting lag is considered to be a change in accounting principle.

We believe this change in accounting principle is preferable as the financial statements of all of our subsidiaries are now reported on the same basis, providing the most current information available.

The effect of the elimination of the reporting lag during the year ended September 30, 2021 resulted in an increase of $6.0 million to net sales and an increase of $1.4 million to operating income.

We concluded that the effect of this change is not material to the balance sheets, statements of operations, statements of cash flows, net income and earnings per share and therefore have not retrospectively applied this change.

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.

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

The accounting for this business combination became final during the three months ended March 31, 2022.

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.

Refer to Note 5.

for additional disclosures related to the acquisition.

The effect of the elimination of the reporting lag during the year ended September 30, 2021 resulted in an increase of $6.0 million to net sales.

We concluded that the effect of this change was not material to the financial statements.

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.

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Certain reclassifications have been made to previously reported amounts to conform to the current presentation.

These reclassifications primarily relate to a change in our reportable segments as described in Note 14.

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.

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Wells Fargo is entitled to the associated tax credits, which are subject to 100% recapture if we do not comply with various regulations and contractual provisions surrounding the foundry project.

We have indemnified Wells Fargo for any loss

Index to Financial Statements

or recapture of tax credits related to the transaction until the seven-year period elapses.

We have indemnified Wells Fargo for any loss or recapture of tax credits related to the transaction until the seven-year period elapses.

We do not anticipate any credit recaptures will be required in connection with this arrangement.

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We believe that Wells Fargo will exercise its put option in December 2027 for nominal consideration, resulting in our becoming the sole owner of the investment fund, cancelling the related loans, and recognizing an estimated gain of $ 3.9 million.

Index to Financial Statements

We determined that the investment fund and the Sub-CDE are variable interest entities (“VIEs”) and that we are the primary beneficiary of the VIEs.

1 unchanged sentence

Additionally, we are obligated to deliver tax benefits and provide various other guarantees to Wells Fargo and to absorb the losses of the VIEs.

Wells Fargo does not have a material interest in the underling economics of the project.

Wells Fargo does not have a material interest in the underlying economics of the project.

Consequently, we have included the financial statements of the VIEs in our consolidated financial statements.

Intercompany transactions between us and the VIEs have been eliminated in consolidation.

Wells Fargo’s contribution to the investment fund is consolidated in our financial statements as an Other noncurrent liability as a result of its redemption features.

Direct costs associated with Wells Fargo’s capital contribution have been netted against the recorded proceeds, resulting in a net cash contribution of $ 3.9 million.

Other direct costs associated with the transaction were capitalized and will be recognized as interest expense over the seven-year tax credit period.

Incremental costs to maintain the structure during the compliance period are expensed as incurred.

Wells Fargo’s contribution to the investment fund is consolidated in our financial statements within Other noncurrent liabilities as a result of its redemption features.

Direct costs associated with Wells Fargo’s capital contribution were netted against the recorded proceeds, resulting in a net cash contribution of $ 3.9 million.

Other direct costs associated with the transaction were capitalized and are being recognized as interest expense over the seven-year tax credit period.

Incremental costs to maintain the structure during the compliance period are expensed as incurred and were immaterial to the consolidated financial statements.

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.

All highly liquid investments with 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.

1 unchanged sentence

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.

To reduce credit risk, credit investigations are generally performed prior to accepting orders from new customers and, when necessary, we require letters of credit, bonds or other instruments to ensure payment.

We present trade receivables net of customer discounts and an allowance for credit losses.

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This evaluation includes such factors as anticipated usage, inventory turnover, inventory levels and ultimate product sales value.

Inventory cost includes an overhead component

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 Inventories, net.

Index to Financial Statements

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.

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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 six years, beginning when software is ready for its intended use.

Direct internal and external costs to implement computer systems and software for internal use are capitalized.

Capitalized costs are depreciated over the estimated useful life of the system or software, generally six years, beginning when the system or software is 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 adjusted.

Over time, the liabilities are accreted to their estimated future values.

At September 30, 2022 and 2021, asset retirement obligations were $ 3.6 million and $ 3.8 million, respectively.

At September 30, 2023 and 2022, asset retirement obligations were $ 4.2 million.

Refer to Note 4.

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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.

Our gross workers’ compensation liabilities were $ 11.1 million as of September 30, 2022, and we expect to recover $ 5.9 million in insurance which is included as a receivable in Other current assets and Other noncurrent assets as of September 30, 2022.

Our gross workers’ compensation liabilities were $ 9.9 million as of September 30, 2023, and we expect to recover $ 4.6 million in insurance which is included as a receivable in Other current assets and Other noncurrent assets.

As of September 30, 2022, our gross worker’s compensation liability was $ 11.1 million and our insurance receivable was $ 5.9 million.

Warranty Costs.

We accrue for warranty expenses, which include costs of repair and/or replacement, including labor, materials, equipment, freight and reasonable overhead costs.

We accrue for warranty expenses, which include costs to repair and/or replace, 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 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.

Activity in our accrued warranty, reported as part of both other current liabilities and other noncurrent liabilities, is presented below.

Factors considered 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.

Index to Financial Statements

Activity in our accrued warranty, reported as part of both Other current liabilities and Other noncurrent liabilities, is presented below.

2023 2022 2021

5 unchanged sentences

Deferred Financing Costs.

Debt issuance costs to obtain debt are deferred and charged to expense over the life of the underlying debt agreement.

C osts to obtain debt are deferred and charged to expense over the life of the underlying debt agreement.

Remaining costs and the future period over which financing costs would be charged to expense are reassessed when amendments to the related financing agreements or prepayments occur.

Deferred financing costs are offset against the underlying long-term debt in the accompanying consolidated balance sheets.

Deferred financing costs under agreements that do not have outstanding debt and in other instances, such as our ABL and with regard to our N MTC transaction, are included in Other noncurrent assets consistent with the life of the instrument.

Deferred financing costs of $ 5.6 million at September 30, 2022 are scheduled to amortize as follows:

Deferred financing costs under agreements that do not have outstanding debt and in other instances, such as our ABL and with regard to our NMTC transaction, are included in Other noncurrent assets consistent with the life of the instrument.

Deferred financing costs of $ 4.6 million at September 30, 2023 include:

$ 0.5 million related to the ABL, $ 0.2 million related to the NMTC transaction which are amortized on a straight-line basis and;

3 unchanged sentences

for disclosures related to our borrowing arrangements.

Derivative Instruments and Hedging Activities.

We manage U.S.

dollar - Canadian dollar exchange rate risk related to intercompany loans with swap contracts from time to time without designating these swap contracts as a hedge.

As a result, the changes in the fair value of these contracts have been reported in earnings.

As of September 30, 2021, we had a $ 1.1 million liability in Other current liabilities in our consolidated balance sheets related to such a hedge.

These currency swap contracts expired in February 2022, and we did not have any liabilities related to currency swap contracts as of September 30, 2022.

Income Taxes.

23 unchanged sentences

Foreign reporting entities are remeasured into local currencies with the effect reflected in the consolidated statements of operations.

Assets and liabilities of our businesses whose functional currencies are not denominated in the United States dollar are translated into United States dollars using currency exchange rates at the balance

Index to Financial Statements

Revenues and expenses are translated at average currency exchange rates during the period.

1 unchanged sentence

Gains and losses resulting from foreign currency transactions are included in earnings as incurred.

Index to Financial Statements

Recently Adopted Accounting Pronouncements

During 2016, the Financial Accounting Standards Board (“FASB”) issued standard Accounting Standard Codification (“ASC”) 326 - Current Expected Credit Losses (“ASC 326”) to replace the “incurred loss” impairment approach with an “expected loss” approach.

This requires consideration of a broader range of reasonable and supportable information to estimate credit losses.

We have completed historical and forward-looking analyses for receivables and adopted this guidance effective October 1, 2020.

Upon adoption, there was no material impact to our financial statements.

In December 2019, the FASB issued Accounting Standards Update (“ASU”) No.

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Facilitation of the Effects of Reference Rate Reform on Financial Reporting" (“ASU 2020-04”).

The new guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.

ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met.

The amendments apply only to contracts and hedging relationships that reference the London Inter Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform.

ASU 2020-04 is effective from March 12, 2020;

however, can be adopted prospectively from a date within an interim period subsequent to March 12, 2020.

however, the standard may be adopted prospectively from a date within an interim period subsequent to March 12, 2020.

We adopted this standard on October 1, 2021, and there was no material impact to our financial statements.

Accounting Pronouncements Not Yet Adopted

ASU 2022-03 Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions:

The FASB issued this update in June 2022, to (1) clarify the guidance in Topic 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction;

In June 2022, the FASB issued ASU No.

2022-03 “ Fair Value Measurement (Topic 820):

Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions” (“ASU 2022-03”).

ASU 2022-03 was issued to (1) clarify the guidance in Topic 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction;

and (2) to require specific disclosures related to such an equity security.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted.

Management does not expect that changes required by the new standard will have a material impact on our financial statements and related disclosures.

We do not expect ASC 2022-03 to have a material impact on our financial statements and related disclosures.

In November 2023, the FASB issued ASU No.

2023-07 “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”).

ASU 2023-07 requires public business entities that disclose information on their reportable segments to provide additional information on their significant expense categories and “other segment items,” which represent the difference between segment revenue less significant segment expense and a segment’s measure of profit or loss.

A description of “other segment items” is also required.

Further, certain segment related disclosures that were limited to annual disclosure are now required at interim periods.

Finally, public business entities are required to disclose the title and position of their Chief Operating Decision Maker (“CODM”) and explain how the CODM uses the reported measures of profit or loss to assess segment performance.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We do not expect ASU 2023-07 to have a material impact on our financial statement and related disclosures.

Revenue from Contracts with Customers

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Refer to Note 14.

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.

for disaggregation of our revenues from contracts with customers by reportable segment and by geographical region, which we believe best depicts how the nature, amount, timing and certainty of our revenue and cash flows are affected by economic factors.

Geographical region represents the location of the customer.

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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

Index to Financial Statements

within Other current liabilities in the accompanying consolidated balance sheets.

Deferred revenues represent contract liabilities and are recorded when customers remit cash payments in advance of our satisfaction of performance obligations under contractual arrangements.

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 of when we expect to recognize revenue.

We include current deferred revenue within Other current liabilities in the accompanying consolidated balance sheets.

Deferred revenue represents contract liabilities and is 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.

The table below represents the balances of our customer receivables and deferred revenue.

September 30,

5 unchanged sentences

Receivables, net $ 217.1 $ 228.0

Deferred revenues $ 8.1 $ 5.4

Deferred revenue

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.

Our performance obligations are satisfied at a point in time as related to sales of equipment and products 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.

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We exclude from the measurement of the transaction price all taxes assessed by a governmental authority.

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 represente d 98 % in the fiscal years 2022 and 2021, and 99 % of our revenues in the fiscal year 2020.

The revenues recognized at a point in time related to the sale of our products are recognized when the obligations of the terms of our contract are satisfied, which is when the customer is able to direct the use of and obtain substantially all of the benefits from the product, 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 2 % of our revenues in the fiscal years 2022, and 2021, and 1 % of our revenues in the fiscal year 2020.

We do 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 98 % of our revenues in fiscal years 2023, 2022, and 2021.

The revenues recognized at a point in time related to the sale of our product s and services are recognized when the obligations of the terms of our contract are satisfied, which is when the customer is able to direct the use of and obtain substantially all of the benefits from the product or service, which generally occurs upon shipment when control of the product or service transfers to the customer.

Revenues from products and services transferred to customers over time represented 2 % of our revenues in fiscal years 2023, 2022, and 2021.

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.

We offer extended warranties on limited products which may be purchased separately.

Index to Financial Statements

Costs to Obtain or Fulfill a Contract

Shipping and handling costs associated with freight activities after the customer has obtained control are accounted for as fulfillment costs and are expensed and accrued at the time revenue is recognized, as a component of cost of sales.

Shipping and handling costs associated with freight activities after the customer has obtained control are accounted for as fulfillment costs and are expensed to Cost of sales within our consolidated statements of operations at the time revenue is recognized.

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.

Index to Financial Statements

On October 1, 2019, we adopted ASC 842 - Leases utilizing the modified retrospective approach.

Adoption of the new standard resulted in an increase to total assets and liabilities as a result of recording lease right-of-use assets (“ROU”) and lease liabilities related to our operating lease portfolio.

We elected 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 as well as applying hindsight when determining the lease term and when assessing impairment of ROU 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.

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 the practical expedient and therefore do not capitalize the related costs and expense them as incurred.

Presentation of Leases

1 unchanged sentence

Our leases have remaining lease terms of up to 10 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.

The terms and conditions of our leases may include options to extend or terminate the lease.

These factors are considered at lease inception or at the time of the amendment 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.

Right-of-Use (“ROU”) assets and lease liabilities are recognized in our consolidated balance sheets at the commencement date based on the present value of 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.

2 unchanged sentences

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 years ended September 30, 2022 and 2021 and short-term lease commitments at September 30, 2022 are immaterial.

A short-term lease has a 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 cost in our consolidated statements of operations on a straight-line basis over the lease term.

Our short-term lease cost for the years ended September 30, 2023, 2022, and 2021 and short-term lease commitments at September 30, 2023 and 2022 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 consolidated statements of operations as the obligation is incurred.

Index to Financial Statements

At September 30, 2022, 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.

At September 30, 2023, any legally-binding minimum lease payments for operating leases signed but not yet commenced, subleases, leases that impose significant restrictions or covenants, related party leases or sale-leaseback arrangements were immaterial.

The components of lease cost are presented below.

4 unchanged sentences

Finance lease cost 1.1 1.3 1.2

Total lease expense $ 7.1 $ 7.3 $ 7.6

Total lease cost

$ 7.4 $ 7.1 $ 7.3

Index to Financial Statements

Supplemental cash flow information related to leases are presented below, in millions.

Year ended September 30,

(in millions)

Operating cash used for operating leases $ 6.4 $ 5.8

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Total lease liabilities at September 30, 2023 have scheduled maturities as follows:

Index to Financial Statements

Operating Leases Finance Leases

5 unchanged sentences

Present value of lease liabilities $ 24.7 $ 1.3

Acquisition of i2O Water Ltd

On June 14, 2021, we acquired all of the outstanding capital stock of i2O Water Ltd for $ 19.7 million, net of cash acquired.

The purchase agreement provided for customary final adjustments, including a net working capital adjustment that was completed during the three months ended December 31, 2021, resulting in a purchase price of $ 19.5 million.

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.

The accounting for the business combination is considered to be final.

The results of i2O are included in our Water Management Solutions segment.

The goodwill below is attributable to the strategic opportunities and synergies that we expect to arise from the acquisition of i2O and the value of its workforce.

Goodwill is nondeductible for income tax purposes.

Identified intangible assets consist of customer relationships, non-compete agreements and developed technology 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 fair values of the net assets acquired (in millions):

Assets, net of cash:

Receivables $ 0.5

Inventories 0.6

Other current assets 0.9

Identified intangible assets:

Tradename 1.8

Customer relationships 2.1

Non-compete agreements 0.1

Developed technology 3.5

Goodwill 12.1

Accounts payable ( 0.8 )

Other current liabilities ( 1.3 )

Fair value of net assets acquired, net of cash $ 19.5

Index to Financial Statements

Intangible Assets and Goodwill

Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis each September 1 st 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.

We performed the annual impairment testing at September 1, 2022 and recognized a $ 6.8 million goodwill impairment charge related to a reporting unit within our Water Flow Solutions segment as the carrying value exceeded its fair value primarily due to an increase in the discount rate.

Goodwill and Intangible Assets

Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis on September 1 of each fiscal year or more frequently 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.

The carrying value of the reporting unit, including goodwill, is compared with the estimated fair value of the reporting unit as determined utilizing a combination of the income and market approaches.

The income approach, which involved significant unobservable inputs (Level 3 inputs), is based on projected debt-free cash flow which is discounted to the present value using discount rates that consider the timing and risk of the cash flows.

The income approach, which involves significant unobservable inputs (Level 3 inputs), is based on projected debt-free cash flow which is discounted to the present value using discount rates that consider the timing and risk of the cash flows.

The market approach is based on the guideline public company method, which uses market multiples to value our reporting units.

The Company weights the income and market approaches in a manner considering the risks of the underlying cash flows.

The key assumptions used in estimating the fair value of the Company's reporting units utilizing the income approach include management's best estimate of revenue, EBITDA margin, and discount rate, and accordingly, a change in market conditions or other factors could have a material effect on the estimated values.

The key assumptions used in estimating the fair value of the Company's reporting units utilizing the income approach include management's best estimate of revenue, EBITDA margin, and discount rate.

Accordingly, a change in market conditions or other factors could have a material effect on the estimated values.

There are inherent uncertainties related to the assumptions used and to management's application of these assumptions.

We performed our annual impairment testing at September 1, 2023.

The results of the testing indicated that the fair value exceeded the carrying value of our reporting units which contained goodwill.

As such, no impairment charge was recorded during the fiscal year ended September 30, 2023.

Indefinite-lived Intangible Assets

Indefinite-lived intangible assets are tested for impairment on an annual basis on September 1 of each fiscal year or more frequently if events or circumstances indicate that it is more likely than not that the asset is impaired.

We performed our annual impairment testing at September 1, 2023 based on quantitative factors and concluded no impairment losses should be recognized.

Intangible Assets

Direct internal and external costs to develop software used in the provision of services to customers by Water Management Solutions are capitalized and amortized over the 6 -year estimated useful life of the software, beginning when the software is ready for its intended use.

Direct internal and external costs to develop software used in the provision of services to customers by Water Management Solutions are capitalized and amortized over th e six -year estimated useful life o f the software, beginning when the software is ready for its intended use.

At September 30, 2023, the remaining weighted-average amortization period for this software was 4.2 years.

Amortization expense related to such software assets was $ 2.9 million in 2022 , and $3.3 million in each of fiscal years 2021 and 2020.

Amortization expense related to such software assets was $ 2.9 million in 2023 and 2022, and $ 3.3 million in 2021.

Amortization expense for each of the next five years is expected to be $ 2.6 million in 2024, $ 2.0 million in 2025, $ 1.5 million in 2026, $ 1.1 million in 2027, and $ 0.8 million in 2028.

At September 30, 2022, the remaining weighted-average amortization period for business combination-related finite-lived customer relationships and technology intangible assets wer e 3.3 years and 8.5 years, respectively.

At September 30, 2023, the remaining weighted-average amortization period for business combination-related finite-lived customer relationships and technology intangible assets were 3.3 years and 7.7 years, respectively.

Amortization expense related to these assets was $ 25.2 million, $ 25.5 million and $ 25.2 million for 2023, 2022 and 2021, respectively.

Amortization expense for each of the next five years is scheduled to be $ 24.8 million in 2024, $ 5.5 million in 2025, $ 5.1 million in 2026, $ 4.9 million in 2027 and $ 4.8 million in 2028.

Intangible assets are presented below.

Index to Financial Statements

Intangible assets are presented below.

September 30,

17 unchanged sentences

Intangible assets, net $ 334.0 $ 361.2

We recognized a $ 6.8 million goodwill impairment charge related to a reporting unit within our Water Flow Solutions segment in our fiscal year 2022.

As of September 30, 2023, o ur remaining goodwill balance is within our Water Management Solutions segment.

Changes in the carrying amount of goodwill for the years ended September 30, 2022 and 2021 were as follows:

Changes in the carrying amount of goodwill for the years ended September 30, 2023 and 2022 were as follows, in millions:

Balance at September 30, 2021:

(in millions)

Goodwill $ 832.4

2 unchanged sentences

2022 Activity:

Acquisition of i2O Water Ltd 12.1

Goodwill impairment ( 6.8 )

Change in foreign currency exchange rates ( 9.7 )

4 unchanged sentences

2023 Activity:

Goodwill impairment ( 6.8 )

Change in foreign currency exchange rates ( 4.9 )

8 unchanged sentences

$ 83.2 $ 81.6 $ 94.0

25.8 17.0 0.9

Income before income taxes $ 109.0 $ 98.6 $ 94.9

The Tax Cuts and Jobs Act (the “Act”) imposed a one-time transition tax on the undistributed, previously untaxed, post-1986 foreign “earnings and profits” as defined by the Internal Revenue Services (“IRS”) of certain United States-owned corporations.

At September 30, 2022, the remaining balance of our transition obligation is $ 4.1 million , which will be paid annually through January 2026, as provided in the Act.

Other than for Krausz’s investment in its United States subsidiary, we have not recorded income taxes for unrepatriated foreign earnings that may be subject to withholding tax or any outside cost basis differences inherent in our foreign subsidiaries, as these amounts continue to be indefinitely reinvested in foreign operations.

At September 30, 2023, the remaining balance of our transition obligation is $ 4.1 million, which will be paid in full by January 2026, as provided in the Act.

Other than for Krausz’s investment in its United States subsidiary and other anticipated distributions which result cumulatively in immaterial income tax, we have not recorded income taxes for unrepatriated foreign earnings that may be subject to withholding tax or any outside cost 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 $ 4.7 million, for which we have recorded a valuation allowance as we do not expect to utilize it prior to expiration.

The federal income tax returns for Mueller Water Products, Inc.

are closed for years prior to 2018.

are closed for years prior to our fiscal year 2020.

We 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 2018, except with regard to our state net operating loss carryforwards.

Our Canadian income tax returns are generally closed for years prior to 2015.

Pipe income for periods prior to 2012 pursuant to the terms of the sale agreement with the purchaser of the business.

Our state income tax returns are generally closed for years prior to our fiscal year 2020, except with regard to our state net operating loss carryforwards.

Our Canadian income tax returns are generally closed for years prior to our fiscal year 2016.

We do not have any material unpaid assessments .

Index to Financial Statements

The components of income tax expense are as follows:

6 unchanged sentences

state and local ( 3.3 ) ( 0.9 ) ( 1.3 )

Total deferred income tax benefit

( 14.4 ) ( 3.5 ) ( 5.3 )

Total deferred income tax (benefit) expense ( 3.5 ) ( 5.3 ) 7.2

Income tax expense $ 23.5 $ 22.0 $ 24.5

Index to Financial Statements

The reconciliation between income tax expense at the United States federal statutory income tax rate and reported income tax expense is presented below.

38 unchanged sentences

Pension — 0.1

Section 174 research and development capitalization

Other 4.4 2.3

12 unchanged sentences

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 the years 2024 and 2032, remain available to offset future taxable earnings.

Our state net operating loss carryforwards, which expire between our fiscal years 2025 and 2027, remain available to offset future taxable earnings.

Borrowing Arrangements

8 unchanged sentences

Long-term debt $ 446.7 $ 446.1

The scheduled maturities of all borrowings outstanding at September 30, 2022 for each of the following years are $ 0.8 million in 2023, $ 0.5 million in 2024, $ 0.3 million in 2025, $ 0 million in 2026 and $ 450.0 million thereafter.

The scheduled maturities of all borrowings outstanding at September 30, 2023 are $ 0.7 million in 2024, $ 0.4 million in 2025, $ 0.2 million in 2026, none in 2027 and 2028, and $ 450.0 million in 2029.

Index to Financial Statements

3 unchanged sentences

The ABL permits us to increase the size of the credit facility by an additional $ 150.0 million in certain circumstances subject to adequate borrowing base availability.

Borrowings under the ABL bear interest at a floating rate equal to LIBOR plus an applicable margin range of 200 to 225 basis points, or a base rate, as defined in the ABL, plus an applicable margin range of 100 to 125 basis points.

At September 30, 2022, the applicable margin was 200 basis points for LIBOR-based loans, and 100 basis points for base rate loans.

On April 5, 2023, we amended the ABL.

This amendment replaced LIBOR-based loans with Secured Overnight Financing Rate (“SOFR”) based loans plus an adjustment of 10 basis points, among other immaterial modifications.

In December 2023, we obtained a waiver under our ABL to provide for additional time associated with certain deliverables which were delayed as a result of the cybersecurity incident.

The maximum aggregate amount of borrowings and other credit extensions under the ABL is limited to $50.0 million at any time outstanding until all of the delayed deliveries required under the ABL are made.

Borrowings under the ABL bear interest at a floating rate equal to SOFR plus an adjustment of 10 basis points and an applicable margin range of 200 to 225 basis points, or a base rate, as defined in the ABL, plus an applicable margin range of 100 to 125 basis points.

At September 30, 2023, the applicable margin was 200 basis points for SOFR-based loans, and 100 basis points for base rate loans.

The ABL is subject to mandatory prepayments if total outstanding borrowings under the ABL are greater than the aggregate commitments under the revolving credit facility or if we dispose of overdue accounts receivable in certain circumstances.

2 unchanged sentences

Substantially all of our United States subsidiaries are borrowers under the ABL and are jointly and severally liable for outstanding borrowings.

Our obligations under the ABL are secured by a first-priority perfected lien on all of our United States inventory, accounts receivable, certain cash balances and other supporting obligations.

Our obligations under the ABL are secured by a first-priority perfected lien on all of our United States inventory, accounts receivable, certain cash balances and other supporting assets.

The ABL includes a commitment fee for any unused borrowing capacity of 37.5 basis points per annum.

10 unchanged sentences

We believe we were in compliance with these covenants at September 30, 2023.

As set forth in the Indenture, we may redeem some or all of the 4.0% Senior Notes at any time prior to June 15, 2024 at certain “make-whole” redemption prices and on or after June 15, 2024, at specified redemption prices.

We may redeem some or all of the 4.0% Senior Notes at any time prior to June 15, 2024 at certain “make-whole” redemption prices and on or after June 15, 2024, at specified redemption prices.

Additionally, we may redeem up to 40% of the aggregate principal amount of the 4.0% Senior Notes at any time prior to June 15, 2024 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 would be required to offer to purchase the 4.0% Senior Notes at a price equal to 101% of the outstanding principal amount.

Upon a change of control as defined, we would be required to offer to purchase the 4.0% Senior Notes at a price equal to 101% of the outstanding principal amount.

5.5% Senior Unsecured Notes.

1 unchanged sentence

We called the 5.5% Senior Notes effective June 17, 2021 and redeemed the 5.5% Senior Notes with the proceeds from the 4.0% Senior Notes and cash on hand.

As a result, we incurred $ 16.7 million in loss on early extinguishment of debt, comprised of a $ 12.4 million call premium and a $ 4.3 million write-off of the remaining deferred debt issuance costs.

As a result, we incurred $ 16.7 million in loss on early extinguishment of debt, comprised of a $ 12.4 million call premium and a $ 4.3 million write-off of the remaining deferred financing costs.

Index to Financial Statements

Derivative Financial Instruments

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 United States dollar-Canadian dollar swap contract with the Canadian subsidiary and an offsetting Canadian dollar-United States dollar swap with a domestic bank, without designating these swap contracts as a hedge.

As a result, the changes in the fair value of these contracts have been reported in earnings.

As of September 30, 2021, we had a $ 1.1 million liability in Other current liabilities in our consolidated balance sheets related to such a hedge.

These currency swap contracts expired in February 2022.

As a result, we did not have any liabilities related to currency swap contracts as of September 30, 2022.

Retirement Plans

Defined Benefit Plans.

We have had various pension plans that we funded in accordance with their requirements and, where applicable, in amounts sufficient to satisfy the minimum funding requirements of applicable laws.

Our pension plans provide benefits based on years of service and compensation or at stated amounts for each year of service with an annual measurement date as of September 30.

After September 30, 2019, our only remaining defined benefit plan is our United States Pension Plan (“Pension Plan”).

We have a defined benefit plan (“Pension Plan”) that we fund in accordance with its requirements and, where applicable, in amounts sufficient to satisfy the minimum funding requirements of applicable laws.

The Pension Plan provides benefits based on years of service and compensation or at stated amounts for each year of service with an annual measurement date of September 30.

A summary of key assumptions for the valuations of our Pension Plan is as follows:

13 unchanged sentences

We rely on the Pension Plan’s actuaries to assist in the development of the discount rate model.

The expected returns on plan assets are determined with the assistance of the Pension Plan’s 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.

The expected return on plan assets is determined with the assistance of the Pension Plan’s actuaries and investment consultants.

Expected return on plan assets was developed using forward-looking returns over a time horizon of approximately 20 years for major asset classes along with projected risk and historical correlations.

Index to Financial Statements

20 unchanged sentences

$ 68.2 $ 78.7

The components of net periodic (benefit) cost for our Pension Plan are presented below.

The components of net periodic cost (benefit) for our Pension Plan are presented below.

2023 2022 2021

5 unchanged sentences

Amortization of actuarial net loss 3.7 1.7 2.5

Other — — ( 0.1 )

Pension benefit other than service ( 3.9 ) ( 3.3 ) ( 3.0 )

Net periodic benefit $ ( 2.6 ) $ ( 1.8 ) $ ( 1.5 )

Pension expense (benefit) other than service

3.7 ( 3.9 ) ( 3.3 )

Net periodic cost (benefit)

$ 4.5 $ ( 2.6 ) $ ( 1.8 )

Pension P lan activity in accumulated other comprehensive loss, before tax, in 2023 is presented below, in millions.

4 unchanged sentences

Index to Financial Statements

We amortize amounts in accumulated other comprehensive loss representing unrecognized prior year service cost and unrecognized loss related to the Pension Plan over the weighted average life expectancy of their inactive participants.

Actuarial gains and losses are amortized using a corridor approach.

1 unchanged sentence

Gains and losses in excess of the corridor are generally amortized over the average remaining lifetime of the plan participants.

We expect to amortiz e $ 3.7 million of unrecognized loss into net periodic expense from accumulated other comprehensive loss in 2023.

S trategic asset allocations, tactical range at September 30, 2022 and actual asset allocations are as follows:

We expect to amortize $ 4.6 million of unrecognized loss into net periodic expense from accumulated other comprehensive loss in 2024.

Strategic asset allocations, tactical range at September 30, 2023 and actual asset allocations are as follows:

Strategic asset allocation Actual asset allocations at

14 unchanged sentences

Index to Financial Statements

The assets of the Plan by level within the fair value hierarchy are as follows:

The assets of the Pension Plan by level within the fair value hierarchy are as follows:

September 30, 2023

7 unchanged sentences

Cash and cash equivalents 1.9 — 1.9

Total Plan assets

$ 194.2 $ 45.6 $ 239.8

8 unchanged sentences

Cash and cash equivalents 1.9 — 1.9

Total Plan assets

$ 201.7 $ 50.1 $ 251.8

2 unchanged sentences

Defined Contribution Retirement Plans.

Certain of our employees participate in defined contribution 401(k) plans or similar plans outside of the United States.

We make matching contributions as a function of employee contributions which were $ 7.3 million , $ 5.9 million and $ 5.3 million during 2022, 2021 and 2020, respectively.

Certain of our employees participate in a defined contribution 401(k) plan or similar plan outside of the United States.

We make matching contributions as a function of employee contributions.

We expensed our matching contributions of $ 8.2 million, $ 7.3 million and $ 5.9 million during 2023, 2022 and 2021, respectively.

Index to Financial Statements

25 unchanged sentences

Stock-based Compensation Plans

The effect of stock-based compensation on our consolidated statements of operations is presented below.

Such amounts are included within selling, general, and administrative costs.

The effect of stock-based compensation on our consolidated statements of operations within Selling, general and administrative costs is presented below.

2023 2022 2021

4 unchanged sentences

Decrease in earnings per diluted share $ 0.06 $ 0.05 $ 0.05

We excluded 790,759 , 578,005 and 267,298 instruments from the calculation of diluted earnings per share for 2022, 2021 and 2020, respectively, because the effect of including them would have been antidilutive.

We excluded 779,150 , 790,759 and 578,005 stock-based instruments from the calculation of diluted earnings per share for 2023, 2022 and 2021, respectively, because the effect of including them would have been antidilutive.

At September 30, 2023, there was approximately $ 9.8 million of unrecognized compensation expense related to stock-based awards not yet vested.

10 unchanged sentences

Grants to members of our Board of Directors are expected to vest fully.

Based on historical forfeitures, we expect grants to others to be forfeited at an annual rate of 2 %.

Based on historical forfeitures, we expect certain grants to employees to be forfeited at an annual rate of 2 %.

Restricted Stock Units.

1 unchanged sentence

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.

Fair values of restricted stock units are determined using the closing price of our common stock on the respective grant date.

Restricted stock unit activity under the 2006 Plan is summarized below.

46 unchanged sentences

2022 $ 13.81 69,988 ( 9,614 ) 60,374 0.700 42,262

November 29, 2022 2026 2023-2025

$ 11.41 166,284 ( 80,337 ) 85,947 — —

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.

1 unchanged sentence

The table below provides information regarding MRSU awards, which were valued using Monte Carlo simulations on the grant date.

November 30, 2021 January 27, 2021 December 2, 2020 February 24, 2020 January 28, 2020 December 3, 2019

November 29, 2022 November 30, 2021 January 27, 2021 December 2, 2020

Fair value at grant date $ 15.08 $ 15.76 $ 14.26 $ 15.39

22 unchanged sentences

Outstanding at September 30, 2020 328,099 $ 6.11 2.3 $ 1.4

431,520 11.86

Exercised ( 151,399 ) 4.09 1.7

32 unchanged sentences

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 three years on each anniversary date of the original grant.

Phantom units generally vest ratably over three 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.

48 unchanged sentences

Note receivable 1.8 1.7

Pension assets 0.6 16.8

Pension asset

Deferred financing fees 0.7 1.0

11 unchanged sentences

Deferred revenues 9.2 8.1

Refund liability 4.2 6.0

Returned goods accrual

Operating lease liabilities 4.9 4.4

1 unchanged sentence

Restructuring liabilities 6.6 3.3

Environmental liabilities 0.7 1.2

Income taxes payable 8.5 7.5

11 unchanged sentences

Asset retirement obligation 4.2 4.2

CARES Act payroll tax liabilities — 3.6

Deferred development grant 2.5 2.5

2 unchanged sentences

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, 2022 and September 30, 2021, we have elected to defer these obligations, which are approximately $ 4.4 million and $ 7.2 million, respectively, as shown above.

Index to Financial Statements

The CARES Act was 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.

We elected to defer these obligations and the second portion of the deferral of approximately $ 4.4 million was outstanding as shown above.

No amounts related to the CARES act deferral were outstanding as of September 30, 2023.

Supplemental Statement of Operations Information

Between November 2019 a nd March 2021, we announced the purchase and closure of several facilities.

In the year ended September 30, 2023, we incurred $ 10.2 million of Strategic reorganization and other charges primarily related to the leadership transition and other restructuring charges related to severance in addition to certain transaction-related expenses.

Index to Financial Statements

Between November 2019 and March 2021, we announced the purchase and closure of several facilities.

We purchased a new facility in Kimball, Tennessee, to support and enhance our investment in our Chattanooga, Tennessee large casting foundry and closed our facilities in Hammond, Indiana and Woodland, Washington.

31 unchanged sentences

Accumulated other comprehensive income (loss) is as follows:

Foreign currency translation Pension liability, net of tax Total

Foreign currency translation, net of income tax Pension liability, net of income tax Total

(in millions)

Balance at September 30, 2022 $ ( 8.3 ) $ ( 36.3 ) $ ( 44.6 )

Current period other comprehensive income ( 25.5 ) ( 14.1 ) ( 39.6 )

Current period other comprehensive income (loss) ( 11.9 ) 7.8 ( 4.1 )

Balance at September 30, 2023 $ ( 20.2 ) $ ( 28.5 ) $ ( 48.7 )

For the year end September 30, 2023, pension liability included in the consolidated statements of comprehensive income was $ 10.4 million, net of income tax of $ 2.6 million.

For the year ended September 30, 2023, foreign currency translation included in the consolidated statements of comprehensive income was $ 11.9 million, net of no income tax.

Segment Information

We adopted a new management structure effective October 1, 2021 which resulted in a change to our reportable segments.

Prior period information has been recast to conform to the current presentation.

We adopted our current management structure effective October 1, 2021 which resulted in a change to our reportable segments.

Prior period information was recast to conform to the current presentation.

The recasting has no effect on our previously reported consolidated balance sheets, consolidated statements of operations, or consolidated statements of cash flows.

The two newly named business units and reportable segments are Water Flow Solutions and Water Management Solutions.

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

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

Our business units and reportable segments are Water Flow Solutions and Water Management Solutions.

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

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

Segment results are not reflective of their results on a stand-alone basis.

5 unchanged sentences

Pipe and Anvil.

Business segment assets consist primarily of receivables, inventories, property, plant and equipment, intangible assets and other noncurrent assets.

The Company has two significant customers that comprise greater than 10% of our gross sales.

Business segment assets primarily consist of inventories, property, plant and equipment, and intangible assets.

The Company has two significant customers that comprise greater than 10% of gross sales.

One customer comprised 18 %, 21 %, and 18 % of consolidated revenues for the fiscal years ended September 30, 2023, 2022, and 2021, respectively.

2 unchanged sentences

The Company has outstanding Accounts receivable from this customer of $ 37.7 million and $ 38.6 million as of September 30, 2023 and 2022, respectively.

The Company reports revenue for these customers in both reportable segments, Water Flow Sol utions and Water Management Solutions.

The Company reports revenue for these customers in both reportable segments, Water Flow Solutions and Water Management Solutions.

Geographical area information is presented below.

5 unchanged sentences

Index to Financial Statements

September 30,

Year ended September 30,

2023 2022 2021

(in millions)

Water Flow Solutions disaggregated net revenues:

Water Flow Solutions disaggregated net revenue:

Central $ 176.0 $ 190.9 $ 155.1

6 unchanged sentences

$ 634.4 $ 714.1 $ 617.8

Water Management Solutions disaggregated net revenues:

Water Management Solutions disaggregated net revenue:

Central $ 169.2 $ 142.9 $ 125.6

6 unchanged sentences

$ 641.3 $ 533.3 $ 493.2

Summarized financial information for our segments is presented below.

Index to Financial Statements

Summarized financial information for our segments is presented below.

Solutions Water Management

37 unchanged sentences

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,

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

Index to Financial Statements

and control over, such Tyco indemnitors has changed.

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.

On July 13, 2010, Rohcan Investments Limited, the former owner of property leased by Mueller Canada Ltd.

and located in Milton, Ontario, filed suit in the Ontario Superior Court of Justice 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.

6 unchanged sentences

Since the amounts of such costs cannot be reasonably estimated at this time, no amounts have been accrued for this matter at September 30, 2023.

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.

We have taken action and continue to counter such disruption, and work to protect the safety of our employees.

While the extent to which the pandemic affects our results will depend on future developments, the pandemic could result in material effects to our future financial position, results of operations, cash flows and liquidity.

Mass Shooting Event at our Facility in Albertville, Alabama .

On June 15, 2021, we exp erienced a mass shooting event at our facility in Albertville, Alabama.

Various claims arising from the event have been filed to date, some of which have been resolved, and we anticipate that additional claims may be made.

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 outcome of outstanding and potential claims, legal proceedings and related effects arising from this event cannot be predicted with certainty.

Indemnifications .

11 unchanged sentences

We monitor and analyze our warranty experience and costs periodically and may revise our accruals as necessary.

Critical factors in our 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.

Factors considered in our 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 are party to a number of 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 materially adverse effect on our financial position, results of operations, cash flows or liquidity.

Index to Financial Statements

Subsequent Events

Israel-Hamas War

In October 2023, the Israel-Hamas war caused a temporary shutdown of our facility in Ariel, Israel.

While we have reopened the facility, continued disruptions and escalations of conflicts in the area increase the likelihood of supply interruptions and may hinder our ability to acquire the necessary materials we need to make our products.

Supply disruptions from lack of access to materials has impacted, and continues to impact, our ability to produce and deliver our products on time and at favorable pricing.

Dividend Declaration

On October 24, 2023 , our Board of Directors declared a dividend of $ 0.064 per share on our common stock, payable on or about November 20, 2023 to stockholders of record at the close of business on November 9, 2023 .

Collective Bargaining Agreement Extension.

On October 29, 2022, we successfully negotiated a collective bargaining agreement with the United Steelworkers in our Chattanooga, Tennessee facility.

The agreement expires October 29, 2025.

Index to Financial Statements

Cybersecurity Incident

On October 28, 2023, we announced a cybersecurity incident impacting certain internal operational and information technology systems.

Our incident response team has implemented response and containment protocols to respond to and address this issue.

We are working with leading third-party cybersecurity specialists to support our investigations, recovery and remediation efforts.

The incident resulted in additional expenditures during the first quarter of fiscal 2024 and caused delays in parts of our business operations that is expected to adversely impact the Company’s financial results.

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 9A. Controls and Procedures