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Item 9A. Controls and Procedures

2024-11-20 compared with 2023-12-14 · 404 added, 338 removed, 1480 unchanged (33% of the section changed)

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OTHER INFORMATION

(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

(a) Not applicable.

(b) Rule 10b5-1 Trading Plans

No officers or directors, as defined in Rule 16a-1(f) adopted, modified and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as defined in Regulation S-K Item 408, during the fourth quarter of fiscal 2024.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

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.

The name and position at November 20, 2024 and age of each of our executive officers and directors at September 30, 2024 are presented below.

Name Age Position

Marietta Edmunds Zakas 64 President and Chief Executive Officer

Marietta Edmunds Zakas 65 Chief Executive Officer

Paul McAndrew 50 President and Chief Operating Officer

Heinrichs 56 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

Carroll 49 Senior Vice President, General Counsel and Corporate Secretary

Floyd 55 Senior Vice President, Sales and Marketing

Helms 57 Senior Vice President and Chief Human Resources Officer

Kenji Takeuchi 51 Senior Vice President, Water Management Solutions

Carroll 48 Vice President, General Counsel and Corporate Secretary

Feyerherm 52 Vice President, Operations Controller

Smith 57 Vice President and Chief Accounting Officer

O’Brien 80 Non-Executive Chairman of the Board of Directors

Van Arsdell 74 Non-Executive Chair of the Board of Directors

Franklin 79 Director

Garcia 61 Director

Hansen 75 Director

Healy 53 Director

Christine Ortiz 53 Director

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Thomas 79 Director

Tokarz 73 Director

Van Arsdell 73 Director

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.

Marietta Edmunds Zakas has served as our Chief Executive Officer since May 2024.

She served as President and Chief Executive Officer from August 2023 to May 2024, 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.

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

Paul McAndrew has served as our President and Chief Operating Officer since May 2024.

He served as Executive Vice President and Chief Operating Officer from August 2023 to May 2024 and as Senior Vice President of Global Operations and Supply Chain from November 2022 to August 2023.

Previously, Mr.

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.

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

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Heinrichs joined Kimberly-Clark as Chief Counsel, Pulp and Paper and General Counsel for Neenah, Inc.

Prior to his employment with Kimberly-Clark, Mr.

Index to Financial Statements

employment with Kimberly-Clark, Mr.

Heinrichs served as Associate General Counsel and Assistant Secretary for Mariner Health Care, Inc., a nursing home and long-term acute care hospital company.

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Heinrichs engaged in the private practice of law with Skadden, Arps, Slate, Meagher and Flom LLP and Shuttleworth, Smith, McNabb and Williams PLLC from 1994 through 1998.

Heinrichs earned a Master of Business Administration from the Kellogg School of Management at Northwestern University in 2008, his law degree from Tulane University in 1994, and his Bachelor of Arts degree from the University of Virginia.

Index to Financial Statements

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.

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.

He served as Senior Vice President, Infrastructure from June 2020 to September 2021;

Vice President and General Manager - Specialty Valves from February 2019 to May 2020;

Plant Manager of our Cleveland, Tennessee facility from October 2007 to February 2019;

Plant Manager of our Brownsville, Texas facility from March 2016 to February 2019;

and Operations Manager of our Cleveland, Tennessee facility from September 1998 to October 2007.

Heinrichs earned a Master of Business Administration from the Kellogg School of Management at Northwestern University, his law degree from Tulane University, and his Bachelor of Arts degree from the University of Virginia.

Carroll has served as our Senior Vice President, General Counsel and Corporate Secretary since January 2024.

He served as Vice President, General Counsel and Corporate Secretary from August 2023 to January 2024, as 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.

Floyd has served as our Senior Vice President, Sales and Marketing since March 2024.

He served as Senior Vice President, Water Flow Solutions from October 2021 to March 2024, as Senior Vice President, Infrastructure from June 2020 to September 2021, as Vice President and General Manager - Specialty Valves from February 2019 to May 2020, as Plant Manager of our Cleveland, Tennessee facility from October 2007 to February 2019, as Plant Manager of our Brownsville, Texas facility from March 2016 to February 2019, and as Operations Manager of our Cleveland, Tennessee facility from September 1998 to October 2007.

Helms has served as our Senior Vice President and Chief Human Resources Officer since February 2020.

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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.

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

He served as Senior Vice President, Technology Solutions from October 2019 to September 2021.

Previously, Mr.

Takeuchi served as a Startup Catalyst at the Advanced Technology Development Center at Georgia Tech, Georgia’s technology incubator.

Prior to that, he served as Chief Technology Officer and Vice President of Engineering of Honeywell International Inc.

and held various executive-level positions at Flextronics, culminating in his role as Vice President, Products and Technology.

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.

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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.

He served as Chairman of Walter Investment Management Corp.

(formerly Walter Industries’ Homes Business), a mortgage portfolio owner and mortgage originator and servicer, from 2009 through December 2015, and he served as its Chief Executive Officer from 2009 to October 2015.

O’Brien served as President and Chief Executive Officer of Brier Patch Capital and Management, Inc., a real estate management and investment firm, from 2004 to 2009.

He served in various executive capacities at Pulte Homes, Inc., a home building company, for 21 years, retiring as President and Chief Executive Officer in 2003.

O’Brien earned a Bachelor of Arts degree in history from the University of Miami.

Van Arsdell has been a member of our Board of Directors since July 2019 and has served as our Non-Executive Chair since February 2024.

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-Chair.

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.

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

from 2017 to February 2022.

Van Arsdell earned both a Bachelor of Science degree in Accounting and a Master of Accounting Science degree from the University of Illinois.

He is a certified public accountant.

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

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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

Index to Financial Statements

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

Franklin serves as a board member of the National Center for Civil and Human Rights and is a board member of the Paul Volcker Alliance.

From 2002 to 2010, Ms.

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Franklin earned a Bachelor of Arts degree in sociology from Howard University and a Master of Arts degree in sociology from the University of Pennsylvania.

Garcia has been a member of our Board of Directors since August 2024.

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

Garcia was a Board observer from March 2024 to August 2024.

Garcia formerly served as Executive Vice President and Chief Financial Officer from 2020 to 2023 at BrandSafway, a provider of industrial services solutions to commercial, industrial, and infrastructure markets.

From January 2020 to August 2020, Mr.

Garcia served as the Executive

Index to Financial Statements

Vice President and Chief Financial Officer of Weatherford International, a publicly listed oil services company.

From 2016 to 2019, Mr.

Garcia served as Executive Vice President and Chief Financial Officer of Visteon Corporation, a publicly listed provider of automotive cockpit electronics.

Previously, Mr.

Garcia served as acting Chief Financial Officer of Halliburton Company, where he progressed through a variety of leadership positions including Chief Accounting Officer, Treasurer and Senior Vice President of Investor Relations.

Garcia has served as a Director at Tetra Technologies, Inc.

since May 2023 and Bausch Health Companies Inc.

since May 2024.

Garcia earned a Bachelor of Science degree in business economics from the University of the Philippines and a Master of Science degree in management from Purdue University.

Hansen has been a member of our Board of Directors since October 2011.

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Hansen earned a Bachelor of Science degree in marketing from Northern Illinois University and a Master of Business Administration degree from Governors State University.

Healy has been a member of our Board of Directors since February 2024.

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

Healy was a Board observer from November 2023 to February 2024.

Healy is a lecturer of finance at the University of Virginia McIntire School of Commerce.

He previously served as Managing Director and Co-Head of Mergers and Acquisitions in the Americas at Morgan Stanley and was a member of the Investment Banking Management Committee from 2019 to 2023.

Healy also held various leadership roles at Morgan Stanley, including Global Chief Operating Officer of Investment Banking and Head of Firm Strategy and Execution.

He serves as a Board Member of Children’s Aid and Family Services of New Jersey.

Healy earned his Bachelor of Science in Commerce from the University of Virginia and an MBA with a concentration in finance from the University of Chicago.

Christine Ortiz has been a member of our Board of Directors since November 2018.

Ortiz is the Morris Cohen Professor of Materials Science and Engineering at the Massachusetts Institute of Technology.

Ortiz is the Morris Cohen Professor of Materials Science and Engineering at the Massachusetts Institute of Technology and Director of the MIT Technology and Policy Program.

The author of more than 200 scholarly publications, she has supervised research projects across multiple academic disciplines, received 30 national and international honors, including the Presidential Early Career Award in Science and Engineering awarded to her by President George W.

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

Sharritts is the Executive Vice President and Chief Customer and Partner Officer at Cisco.

During his 22-year tenure at Cisco, Mr.

Sharritts has held several executive sales roles, most recently Senior Vice President of the Americas from 2018 to 2022 and Senior Vice President, U.S.

Sharritts served as Executive Vice President and Chief Customer and Partner Officer at Cisco from May 2022 to July 2024.

During his nearly 24-year tenure at Cisco, Mr.

Sharritts held several executive sales roles, including Senior Vice President of the Americas from 2018 to 2022 and Senior Vice President, U.S.

Commercial Sales from 2014 to 2018.

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

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

Slobodow is 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.

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She earned a Bachelor of Science degree in zoology from Howard University, a Master of Science degree in microbiology from American University and a Doctor of Philosophy degree in cytology from Howard University.

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

From 1985 until 2002, Mr.

Tokarz served as a member of the limited liability company that serves as the general partner of Kohlberg Kravis Roberts & Co.

L.P., a private equity company.

He served as non-executive Chairman of the Board of Walter Energy, Inc.

until July 2016, and until May 2017, he served as a director of CNO Financial Group, Inc.

(formerly Conseco, Inc.), an insurance provider, and as a director of Walter Investment Management Corp.

Tokarz has served as the Chairman of the Board of the Tokarz Group, LLC, an investment company, since 2002 and the Chairman of MVC Capital, Inc., a registered investment company, since 2003.

He assumed the role of vice chair of Shield T3, LLC in 2020.

In 2007, he was honored by the Outstanding Directors Exchange as an Outstanding Director of the Year.

Tokarz earned a Bachelor of Arts degree in economics with high distinction and a Master of Business Administration degree in finance from the University of Illinois.

Van Arsdell has been a member of our Board of Directors since July 2019.

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.

from 2017 to February 2022.

Van Arsdell earned both a Bachelor of Science degree in Accounting and a Master of Accounting Science degree from the University of Illinois.

He is a certified public accountant.

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

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Additional Information

Additional information required by this item will be contained in our definitive proxy statement issued in connection with the 2024 Annual Meeting of Stockholders filed with the SEC within 120 days after September 30, 2023 and is incorporated herein by reference.

Additional information required by this item, as well as information relating to compliance with Section 16(a) of the Exchange Act, will be contained in our definitive proxy statement issued in connection with the 2025 Annual Meeting of Stockholders filed with the SEC within 120 days after September 30, 2024 and is incorporated herein by reference.

Our website address is www.muellerwaterproducts.com .

You may read and print our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and any amendments to those reports from the investor relations section of our website free of charge.

You may read and print our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy statements and any amendments to those reports via the investor relations section of our website free of charge.

These reports are available on our website soon after we file them with or furnish them to the SEC.

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We have adopted a written code of conduct that applies to all directors, officers and employees, including a separate code that applies only to our principal executive officer and senior financial officers in accordance with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules of the SEC promulgated thereunder.

Our Code of Business Conduct and Ethics is available in the corporate governance section of our website.

Our Code of Business Conduct and Ethics is filed as Exhibit 14.1 to this annual report on Form 10-K and is also 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 disclosure in the corporate governance section of our website.

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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.

We have adopted an insider trading policy that governs the purchase, sale and/or other dispositions of our securities by directors, officers and employees, as well as the Company, that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the New York Stock Exchange listing standards applicable to us.

A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this annual report on Form 10-K.

EXECUTIVE COMPENSATION

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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 2025 Annual Meeting of Stockholders and is incorporated herein by reference.

Index to Financial Statements

Securities Authorized for Issuance under Equity Compensation Plans

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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, 2024.

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Form 8-K (File no.

333-131521) filed February 27, 2006.

333-131521) filed on February 27, 2006.

2.3 Agreement and Plan of Merger, dated as of January 31, 2006, by and among Mueller Holding Company, Inc., Mueller Water Products, LLC and Mueller Water Products Co-Issuer, Inc.

6 unchanged sentences

Form 8-K (File no.

001-32892) filed January 10, 2017.

3.1 Amended and Restated Bylaws of Mueller Water Products, Inc.

001-32892) filed on January 10, 2017.

3.1 Second Amended and Restated Bylaws of Mueller Water Products, Inc.

Incorporated by reference to Exhibit 3.1 to Mueller Water Products, Inc.

Form 8-K (File no.

001-32892) filed on December 4, 2017.

001-32892) filed on May 6, 2024 .

3.2 Second Restated Certificate of Incorporation of Mueller Water Products, Inc.

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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.

4.1 Indenture, dated as of May 28, 2021, between Mueller Water Products, Inc., the Guarantors and Wells Fargo Bank, National Association, as trustee.

Incorporated by reference to Exhibit 4.1 to Mueller Water Products, Inc.

Form 8-K (File no.001-32892) 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.

Incorporated by reference to Exhibit 4.2 to Mueller Water Products, Inc.

Form 10-K (File no.

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001-32892) filed on January 15, 2016.

Index to Financial Statements

Mueller Water Products, Inc.

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001-32892) filed on November 26, 2014.

Index to Financial Statements

Mueller Water Products, Inc.

60 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.

Fourth Amendment to Credit Agreement, dated January 6, 2017.

Incorporated 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.

Fifth Amendment to Credit Agreement, dated July 30, 2020.

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

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001-32892) filed on August 6, 2020.

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

Sixth Amendment to Credit 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.

001-32892) filed on May 9, 2023.

S eventh Amendment to Credit Agreement, dated March 28, 2024.

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

Form 10-Q (File no.

001-32892) filed on May 7, 2024.

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

Incorporated by reference to Exhibit 10.19.7 to Mueller Water Products, Inc.

Form 10-K (File no.

000-32892) filed on December 14, 2023.

N otice of Early Termination of Waiver Period, dated February 6, 2024.

Incorporated by reference to Exhibit 10.2 to Mueller Water Products, Inc.

Form 10-Q (File no.

001-32892) filed on Feb r uary 9, 2024.

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

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Form 10-K (File no.

001-32892) filed November 22, 2016.

001-32892) filed on November 22, 2016.

Index to Financial Statements

Fourth Amendment, dated December 27, 2017, to Employment Agreement, dated September 15, 2008, as amended, between Mueller Water Products Inc.

2 unchanged sentences

Form 8-K (File no.

001-32892) filed December 28, 2017.

001-32892) filed on December 28, 2017.

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

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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.

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

Form 10-K (File no, 000-32892) filed on December 14, 2023.

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

and Marietta Edmunds Zakas.

Incorporated by reference to Exhibit 10.29.5 to Mueller Water Products , Inc.

Form 10-K (File no.

000-32892) filed on December 14, 2023.

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

2 unchanged sentences

Form 8-K (File no.

001-32892) filed January 10, 2017.

001-32892) filed on January 10, 2017.

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

3 unchanged sentences

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

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

Form 10-K (File no.

000-32892) filed on December 14, 2023.

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

2 unchanged sentences

Form 10-K (File no.

001-32892) filed November 21, 2018.

001-32892) filed on November 21, 2018.

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

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

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

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

and Steven S.

Incorporated by reference to Exhibit 10.31.3 to Mueller Water Products, Inc.

Form 10-K (File no.

000-32892) filed on December 14, 2023.

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

and Steven S.

Incorporated by reference to Exhibit 10.31.4 to Mueller Water Products, Inc.

Form 10-K (File no.

000-32892) filed on December 14, 2023.

L etter Ag reement, dated September 5, 2024, by and between Muel ler Water Products, Inc.

and Steven S.

Inc orporated by reference to Exhibit 10.1 to M ueller Water Products, Inc.

Form 8 -K (File no.

000-32892) filed on September 5, 2024.

10.32+ Mueller Water Products, Inc.

Form of Performance Restricted Stock Unit Award Agreement.

Form of Performance Restricted Stock Unit Award Agreement (awards granted through fiscal 2022).

Incorporated by reference to Exhibit 10.32 to Mueller Water Products, Inc.

Form 10-K (File no.

001-32892) filed November 19, 2021.

001-32892) filed on November 19, 2021.

M ueller Water Products , Inc.

Form of Perfor mance Restricted Stock Unit Award Agreement - Market Units (awards granted for fiscal 2023).

M ueller Water Products, Inc.

Form of Performance Restricted Stock Unit Awar d Agreement - Market Units (awards granted after fiscal 2023).

M ueller Water Products, Inc.

Form of Performance Restricted Stoc k Unit Award Agreement - ROIC Units (awards grant ed for fiscal 2023).

M ueller Water Products, Inc.

Form of Perfor mance Restricted Stock Unit Award Agreement - ROIC Units (awards granted after fiscal 2023).

Mueller Water Products, Inc.

Form of Restricted Stock Unit Award Agreement .

Form of Restricted Stock Unit Award Agreement (awards granted through fiscal 2023) .

Incorporated by reference to Exhibit 10.33 to Mueller Water Products, Inc.

Form 10-K (File no.

001-32892) filed November 19, 2021.

001-32892) filed on November 19, 2021.

M ueller Water Products , Inc.

Form of Restricted Stock Unit Award Agreement (awards granted after fisc al 2023).

Index to Financial Statements

Mueller Water Products, Inc.

Form of Stock Option Grant Award Agreement .

Form of Stock Option Grant Award Agreement (awards granted through fiscal 2023) .

Incorporated by reference to Exhibit 10.34 to Mueller Water Products, Inc.

Form 10-K (File no.

001-32892) filed November 19, 2021.

001-32892) filed on November 19, 2021.

M ueller Water Products, Inc.

Form of Stock Option Grant Award Agreement (awards granted after fiscal 2023).

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

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

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.

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

Letter 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.

Incorporated by reference to Exhibit 10.36.1 to Mueller Water Products, Inc.

Form 10-K (File no.

000-32892) filed on December 14, 2023.

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

and Paul McAndrew.

Incorporated by reference to Exhibit 10.36.2 to Mueller Water Products, Inc.

Form 10-K (File no.

000-32892) filed on December 14, 2023.

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.

Incorporated by reference to Exhibit 10.36.3 to Mueller Water Products, Inc.

Form 10-K (File no.

000-32892) filed on December 14, 2023.

Executive Change-in-Control Severance Agreement, dated August 21, 2023, by and between Mueller Water Products, Inc.

and Paul McAndrew.

Incorporated by reference to Exhibit 10.36.4 to Mueller Water Products, Inc.

Form 10-K (File no.

000-32892) filed on December 14, 2023.

Letter Agreement dated May 6, 2024, by and between Mueller Water Products, Inc, and Paul McAndrew.

Incorporated by reference to Exhibit 10.3 to Mueller Water Products, Inc.

Form 10-Q (File no.

000-32892) filed on May 7, 2024.

M ueller Water Products, Inc.

Form of Retenti on Award Agreement.

Form of Retention Award Agreement.

Incorporated by reference to Exhibit 10.37 to Mueller Water Products, Inc.

Form 10-K (File no.

000-32892) filed on December 14, 2023.

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-K (File no.

000-32892) files on December 14, 2023.

Mueller Water Products, Inc.

Insider Trading Policy.

Subsidiaries of Mueller Water Products, Inc.

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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 .

Incorporated by reference to Exhibit 97.1 to Mueller Water Products, Inc.

Form 10-K (File no.

000-32892) filed on December 14, 2023.

The following financial information from the Annual Report on Form 10-K for the year ended September 30, 2024, 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 , (iv) the Consolidated Statements of Equity , (v) the Consolidated Statements of Cash Flows , and (vi) the Notes to Consolidated Financial Statements .

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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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.

December 14, 2023

November 20, 2024

MUELLER WATER PRODUCTS, INC.

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Marietta Edmunds Zakas

President and Chief Executive Officer

Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date

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

/s/ Marietta Edmunds Zakas Chief Executive Officer November 20, 2024

Marietta Edmunds Zakas

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

December 14, 2023

November 20, 2024

/s/ Suzanne G.

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

November 20, 2024

/s/ Stephen C.

Van Arsdell Non-Executive Chair of the Board of Directors November 20, 2024

/s/ Shirley C.

Franklin Director December 14, 2023

Franklin Director November 20, 2024

/s/ Christian A.

Garcia Director November 20, 2024

/s/ Thomas J.

Hansen Director December 14, 2023

/s/ Christine Ortiz Director December 14, 2023

Hansen Director November 20, 2024

Healy Director November 20, 2024

/s/ Christine Ortiz Director November 20, 2024

Christine Ortiz

/s/ Jeffery S.

Sharritts Director December 14, 2023

Slobodow Director December 14, 2023

Thomas Director December 14, 2023

/s/ Michael T.

Director December 14, 2023

/s/ Stephen C.

Van Arsdell Director December 14, 2023

Sharritts Director November 20, 2024

Slobodow Director November 20, 2024

Thomas Director November 20, 2024

/s/ Karl Niclas Ytterdahl

Director December 14, 2023

Director November 20, 2024

Karl Niclas Ytterdahl

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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, 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.

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, 2024, 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 20, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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Valuation of Goodwill

Description of the Matter At September 30, 2023, the Company’s goodwill was $ 93.7 million.

Description of the Matter At September 30, 2024 , the Company’s remaining goodwill balance was $ 80.7 million and is within the Water Management Solutions segment.

As described in Note 5 to the consolidated financial statements, goodwill is tested at the reporting unit level on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.

The Company performed its annual impairment tests of goodwill and determined the fair values of its reporting units using the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach.

Auditing management’s estimates of reporting unit fair values using the discounted cash flow method involved especially subjective judgments due to the significant estimation uncertainty in determining the fair values of the reporting units.

In particular, the fair value estimates were sensitive to significant assumptions such as forecasted revenues, EBITDA margins and discount rates.

These significant assumptions are forward-looking and could be affected by future industry, market and economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s controls over review of the fair values of the reporting units.

This included testing controls over management’s review of the significant assumptions described above.

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 available market information.

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

As part of this evaluation, we compared the discount rates to market data.

In addition, we performed a sensitivity analysis on the significant assumptions to evaluate the potential change in the fair values of the reporting units that would result from changes in the assumptions.

The Company performed its annual impairment test of the remaining goodwill and determined the reporting unit fair value using the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach.

Auditing management’s estimate of the reporting unit fair value using the discounted cash flow method was complex due to the significant estimation involved in determining the fair value of the reporting unit.

In particular, the fair value was sensitive to certain assumptions used by management to develop the projected financial information, including the forecasted earnings before interest, depreciation and amortization (EBITDA) margins.

This significant assumption is forward-looking and could be affected by future industry, market and economic conditions.

This included testing controls over management’s review of the significant assumption described above.

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

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

We also involved our valuation specialists to evaluate the valuation methodologies utilized.

In addition, we performed a sensitivity analysis on the forecasted EBITDA margins to evaluate the potential change in the fair value of the reporting unit that would result from changes in this assumption.

/s/ Ernst & Young LLP

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Atlanta, Georgia

December 14, 2023

November 20, 2024

Index to Financial Statements

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and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of September 30, 2024, 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, 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.

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, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended September 30, 2024, and the related notes and our report dated November 20, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

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Atlanta, Georgia

December 14, 2023

November 20, 2024

Index to Financial Statements

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Interest expense, net 12.7 14.7 16.9

Loss on early extinguishment of debt — — 16.7

Other expense 1.6 — —

Income before income taxes 163.4 109.0 98.6

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Foreign currency translation 9.1 ( 11.9 ) ( 25.5 )

Total other comprehensive (loss) income ( 4.1 ) ( 39.6 ) 19.7

Total other comprehensive income (loss) 17.9 ( 4.1 ) ( 39.6 )

Total comprehensive income $ 133.8 $ 81.4 $ 37.0

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Net income — — 76.6 — 76.6

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

Dividends declared — ( 36.5 ) — — ( 36.5 )

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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

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

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

Other comprehensive income, net of tax — — — 17.9 17.9

Balance at September 30, 2024 $ 1.6 $ 1,205.2 $ ( 365.9 ) $ ( 30.8 ) $ 810.1

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Amortization 27.1 28.1 28.5

Gain on sale of assets ( 4.0 ) — —

Goodwill impairment 16.3 — 6.8

Loss on early extinguishment of debt

Non-cash asset impairment 1.8 — —

Loss (gain) on sale of assets

0.5 ( 4.0 ) —

Stock-based compensation 9.0 8.5 8.7

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Receivables, net 8.4 10.9 ( 17.8 )

Inventories, net ( 19.9 ) ( 98.3 ) ( 23.5 )

Inventories ( 8.0 ) ( 19.9 ) ( 98.3 )

Other assets ( 7.7 ) ( 3.3 ) 1.3

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Financing activities:

Repayment of 5.5% Senior Notes — — ( 462.4 )

Issuance of 4.0% Senior Notes — — 450.0

Dividends paid ( 39.9 ) ( 38.1 ) ( 36.5 )

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( 10.0 ) ( 10.0 ) ( 35.0 )

Proceeds from financing transaction — — 3.9

Employee taxes related to stock-based compensation ( 2.0 ) ( 2.3 ) ( 1.8 )

Common stock issued 7.7 2.7 2.0

Deferred financing costs paid

Debt issuance costs ( 0.9 ) — —

Payments for finance lease obligations ( 0.9 ) ( 1.1 ) ( 0.7 )

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Cash and cash equivalents at end of year $ 309.9 $ 160.3 $ 146.5

The accompanying notes are an integral part of the consolidated financial statements.

Index to Financial Statements

Supplemental cash flow information:

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Water Flow Solutions and Water Management Solutions.

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

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.

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

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

and its subsidiaries.

With regard to the Company’s segments, “we,” “us” or “our” may also refer to the segment being discussed.

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.

and subsidiaries (“Krausz”).

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

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

With regard to the Company’s segments, “we,” “us” and “our” may also refer to the segment being discussed.

We have approximately 3,400 employees globally, of which approximately 42 % of our United States workers are covered by collective bargaining agreements.

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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All significant intercompany balances and transactions have been eliminated.

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.

New Markets Tax Credit Program On December 22, 2020, we entered into a financing transaction with Wells Fargo Community Investment Holdings, LLC (“Wells Fargo”) related to our brass foundry construction project in Decatur, Illinois under a qualified New Markets Tax Credit program (“NMTC”).

New Markets Tax Credit Program.

On December 22, 2020, we entered into a financing transaction with Wells Fargo Community Investment Holdings, LLC (“Wells Fargo”) related to our brass foundry construction project in Decatur, Illinois under a qualified New Markets Tax Credit program (“NMTC”).

The NMTC is a federal program intended to encourage capital investment in qualified lower income communities.

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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.

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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.

Index to Financial Statements

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.

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When we determine a specific trade receivable will not be collected, we charge off the uncollectible amount against the allowance.

Our periodic evaluations of expected credit losses are based upon our judgments regarding prior collection experience, specific customer creditworthiness, other current conditions, and forecasts of current economic trends within the industries served that may affect the collectability of the reported amounts.

Our periodic evaluations of expected credit losses are based upon our judgments regarding prior collection experience, specific customer creditworthiness, other current conditions, and forecasts of current economic trends within the industries we serve that may affect the collectability of the reported amounts.

Significantly weaker than anticipated industry or economic conditions could impact our customers’ ability to pay such that actual credit losses may be greater than the amounts provided for in this allowance.

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Provision charged to expense 2.7 1.9 2.5

Other ( 0.2 ) ( 0.4 ) ( 0.1 )

Write-offs and other ( 1.7 ) ( 0.2 ) ( 0.4 )

Balance at end of year $ 8.3 $ 7.3 $ 5.6

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We periodically evaluate the effects of production levels and costs capitalized as part of Inventories, net.

Index to Financial Statements

The following table summarizes information concerning our inventory valuation reserves:

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Property, plant and equipment is recorded at cost, less accumulated depreciation.

Depreciation is recorded using the straight-line method over the estimated useful lives of the assets.

Estimated useful lives are 10 to 20 years for land improvements, 10 to 40 years for buildings and 3 to 20 years for machinery and equipment.

Depreciation is recorded using the straight-line method over the estimated useful lives of the assets once the asset is ready for its intended use and placed in service.

Estimated useful lives are 10 to 20 years for land improvements, 10 to 40 years for

Index to Financial Statements

buildings and 3 to 20 years for machinery and equipment.

Leasehold improvements and capitalized leases are depreciated using the straight-line method over the lesser of the useful life of the asset or the remaining lease term.

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Our exposure to workers’ compensation claims is generally limited to $ 0.8 million per incident.

Liabilities, including those related to claims incurred but not reported, are recorded principally using annual valuations based on discounted future expected payments and using historical data combined with insurance industry data when historical data is limited.

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.

Liabilities, including those related to claims incurred but not reported, are recorded principally using periodic 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 $ 10.4 million as of September 30, 2024, and we expect to recover $ 6.5 million in insurance and reimbursements which is included as a receivable in Other current assets and Other noncurrent assets.

As of September 30, 2023, our gross worker’s compensation liability was $ 9.9 million and our insurance receivable was $ 4.6 million.

Warranty 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 costs to repair and/or replace products pursuant to the terms of our assurance warranties.

These costs include 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.

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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.

Activity in our accrued warranty, reported within Other current liabilities and Other noncurrent liabilities, is presented below:

2024 2023 2022

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Balance at beginning of year $ 15.7 $ 10.7 $ 9.7

Warranty accruals 14.8 9.5 3.5

Warranty costs ( 9.8 ) ( 8.5 ) ( 8.2 )

Warranty expense

13.0 14.8 9.5

Warranty provision

( 5.1 ) ( 9.8 ) ( 8.5 )

Balance at end of year $ 23.6 $ 15.7 $ 10.7

Deferred Financing Costs.

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.

Costs to obtain debt are deferred and amortized to expense over the term of the underlying debt agreement.

When an amendment to the underlying debt or a prepayment occurs, the remaining cost and the period over which the financing costs are amortized are reassessed.

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 NMTC transaction, are included in Other noncurrent assets consistent with the life of the instrument.

Deferred financing costs under agreements that do not have outstanding debt such as our asset-based lending agreement (“ABL”), and in other instances, such as our NMTC transaction, are included in Other noncurrent assets consistent with the term of the instrument.

Deferred financing costs of $ 4.5 million at September 30, 2024, 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;

$ 3.9 million related to the 4.0% Senior Unsecured Notes (“4.0% Senior Notes”) which is amortized using the effective interest rate method.

These amounts are amortized over the remaining term of the respective debt.

$ 3.2 million related to the 4.0% Senior Unsecured Notes (“4.0% Senior Notes”), $ 1.1 million related to the ABL and $ 0.2 million related to the NMTC transaction which are amortized on a straight-line basis.

These amounts are amortized over the remaining term of the respective debt using the effective interest method or on a straight-line basis.

Refer to Note 7.

for disclosures related to our borrowing arrangements.

Index to Financial Statements

Income Taxes.

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A valuation allowance is provided when, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

We only record tax benefits for positions that management believes are more likely than not of being sustained under audit based solely on the technical merits of the associated tax position.

We record tax benefits for positions that management believes are more likely than not of being sustained under audit based solely on the technical merits of the associated tax position.

The amount of tax benefit recognized for any position that meets the more-likely-than-not threshold is the largest amount of the tax benefit that we believe is greater than 50 % likely of being realized.

The Tax Cuts and Jobs Act (“Act”) subjects us to tax on global intangible low-taxed income (“GILTI”) earned by certain of our foreign subsidiaries.

The Act states that we can make an accounting policy election to either recognize deferred taxes for temporary differences expected to reverse as GILTI in future years or provide for the tax expense related to GILTI in the year the tax is incurred.

We have elected to recognize the tax on GILTI in the period the tax is incurred.

Environmental Expenditures.

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We accrue for environmental expenses resulting from existing conditions that relate to past operations when the costs are probable and reasonably estimable.

We are indemnified for certain environmental liabilities under an agreement with a predecessor to Tyco that existed at August 16, 1999.

We are indemnified for certain environmental liabilities that existed as of August 16, 1999 under an agreement with a predecessor to Tyco.

Refer to Note 15.

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

Index to Financial Statements

Recently Adopted Accounting Pronouncements

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

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

2019-12, "Income Taxes (Topic 740):

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

Index to Financial Statements

Accounting Pronouncements Not Yet Adopted

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.

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.

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

Upon adoption, ASU 2023-07 should be applied retrospectively to all prior periods.

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

In December 2023, the FASB issued ASU No.

2023-09 “ Income Taxes (Topic 740):

Improvements to Tax Disclosures” (“ASU 2023-09”).

ASU 2023-09 requires public business entities to disclose a tabular rate reconciliation utilizing percentages and reporting currency in specific categories with certain reconciling items at or above the specified 5% threshold to improve the transparency and comparability of disclosures.

Additionally, entities are required to disclose the year-to-date amount of income taxes paid, net of refunds received, disaggregated by federal (national), state, and foreign jurisdictions.

Disclosure of all individual jurisdictions where income taxes paid, net of refunds received, is 5% or more of the total is also required.

This guidance is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

Upon adoption, ASU 2023-09 should be applied on a prospective basis while retrospective application is permitted.

We do not expect ASU 2023-09 to have a material impact on our financial statements and related disclosures.

In November 2024, the FASB issued ASU No.

2024-03 “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses” (“ASU 2024-03”).

ASU 2024-03 requires public business entities to disclose disaggregated information about certain income statement expense line items.

These expenses include purchases of inventory, employee compensation, depreciation and intangible asset amortization for each income statement line item that contains these expenses.

Additionally, specified expenses, gains or losses that are currently required to be disclosed must now be included in the disaggregated income statement expense line item disclosures and any remaining amounts should be described qualitatively.

There is also a requirement to separately disclose total selling expenses and provide a definition of those expenses.

This guidance is effective for effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027.

Upon adoption, ASU 2024-03 should be applied on a prospective basis while retrospective application is permitted.

We are currently evaluating the impact ASU 2024-03 will have on our financial statements and related disclosures.

Securities and Exchange Commission (“SEC”) Final Rules

In March 2024, the SEC issued final rules on the enhancement and standardization of climate-related disclosures.

The rules require registrants to disclose certain climate-related information, including Scope 1 and Scope 2 greenhouse gas emissions and other climate-related topics, in registration statements and annual reports.

Additionally, the rules require disclosure in the notes to the financial statements of the effects of severe weather events and other natural conditions, subject to materiality thresholds.

The rules are effective on a phased-in timeline in fiscal years beginning in 2025.

In April 2024, due to legal challenges to the rule, the SEC voluntarily stayed implementation of the final rules.

We are currently evaluating the impact the rules may have on our disclosures.

Index to Financial Statements

Revenue from Contracts with Customers

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We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, the payment terms are identified, the contract has commercial substance and collectability of consideration is probable.

We determine the appropriate revenue recognition for our contracts with customers by analyzing the type, terms and conditions of each contract or arrangement with a customer.

We determine the appropriate revenue recognition for our contracts with customers by analyzing the type, terms and conditions of each customer contract or arrangement.

Disaggregation of Revenue

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Differences in the timing of revenue recognition, billing and cash collection result in customer receivables, advance payments and billings in excess of revenue recognized.

Customer receivables include amounts billed and currently due from customers as well as unbilled amounts (contract assets).

Customer receivables include amounts billed and currently due from customers as well as unbilled amounts including contract assets.

Amounts are billed in accordance with contractual terms and unbilled amounts arise when the timing of billing differs from the timing of revenue recognized.

Index to Financial Statements

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.

Advance payments and billings in excess of revenue are recognized and recorded as deferred revenue and classified as current or noncurrent based on the timing of when we expect to recognize the related revenue.

We include current deferred revenue and noncurrent deferred revenue within Other current liabilities and Other noncurrent liabilities, respectively, in the accompanying consolidated balance sheets.

Refer to Note 11.

for current and noncurrent amounts.

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.

Deferred revenue primarily consists of amounts related to monitoring, leak detection, software and hosting services.

During fiscal year 2024, we recognized approximately $ 8.6 million of revenue that was previously deferred and we recorded approximately $ 12.2 million of additional deferred revenue.

We estimate that currently deferred revenue will be recognized as follows:

$ 7.1 million in 2025, $ 1.4 million in 2026, $ 1.2 million in 2027, $ 1.1 million in 2028, $ 0.6 million in 2029 and $ 1.4 million thereafter.

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

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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 and products or over time as related to our software hosting and leak detection monitoring services.

A performance obligation is a promise in a contract to transfer a distinct good or service to a customer.

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

The transaction price is adjusted for our estimate of variable consideration which may include discounts and rebates.

To estimate variable consideration, we apply the expected value or the most likely amount method, based on whichever method most appropriately predicts the amount of consideration we expect to receive.

To estimate variable consideration, we apply the expected value or the most likely amount method, based on whichever method more appropriately predicts the amount of consideration we expect to receive.

The method applied is typically based on historical experience and known trends.

We constrain the amounts of variable consideration that are included in the transaction price, to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur or when uncertainties around the variable consideration are resolved.

We constrain the amounts of variable consideration that are included in the transaction price to the extent that it is probable that a significant

Index to Financial Statements

reversal in the amount of cumulative revenue recognized will not occur or when uncertainties regarding the variable consideration are resolved.

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

1 unchanged sentence

Revenues from products and services transferred to customers at a point in time represented 98 % of our revenues in fiscal years 2024, 2023, and 2022.

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.

The revenues recognized at a point in time related to the sale of our products and services are recognized when the obligations of the contract terms 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 2024, 2023, and 2022.

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.

We offer assurance warranties to our customers 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

On limited products, we offer extended warranties which may be purchased separately.

Costs to Obtain or Fulfill a Contract

1 unchanged sentence

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

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

Our commissions are paid based on orders or shipments, and we reserve the right to claw back any commissions in the event of product returns or lost collections.

Presentation of Leases

We lease certain office, warehouse, manufacturing, distribution, and research and development facilities and equipment under operating leases.

Our leases have remaining lease terms of up to 10 years.

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

Our leases have remaining lease terms of up to nine years .

The terms and conditions of our leases may include options to extend or early 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.

1 unchanged sentence

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.

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.

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

Additionally, ROU assets include any lease payments made at or before the commencement date, as well as any initial direct costs incurred, and are reduced by any lease incentives received.

As most of our operating leases do not provide an implicit rate, we apply our incremental borrowing rate to determine the present value of remaining lease payments.

Our incremental borrowing rate is determined based on information available at the commencement date of the lease.

As most of our operating leases do not provide an implicit rate, we apply our incremental borrowing rate to determine the present value of our remaining lease payments.

Our incremental borrowing rate is determined based on information available at the lease commencement date.

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 term of 12 months or less at the commencement date and does not include a purchase option that is reasonably certain of exercise.

A short-term lease has a term of 12 months or less at the commencement date and does not include a purchase or extension 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, 2024, 2023, and 2022 and short-term lease commitments at September 30, 2024, and 2023 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.

Index to Financial Statements

We have certain lease contracts with terms and conditions that include variable payments 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.

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.

At September 30, 2024, any legally-binding minimum lease payments for operating leases signed but not yet commenced, subleases, leases that impose significant restrictions or covenants, were immaterial.

We did not have any related-party leases or sale-leaseback arrangements as of September 30, 2024, or September 30, 2023.

The components of lease cost are presented below.

6 unchanged sentences

$ 7.8 $ 7.4 $ 7.1

Index to Financial Statements

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

Supplemental cash flow information related to leases is presented below.

Year ended September 30,

15 unchanged sentences

Total lease liabilities $ 30.7 $ 26.0

Index to Financial Statements

Supplemental information related to lease terms and discount rates are presented below.

6 unchanged sentences

Finance leases 7.10 % 4.69 %

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

Scheduled maturities for our lease liabilities at September 30, 2024, are as follows:

Operating Leases Finance Leases

8 unchanged sentences

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 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.

The income approach, which is a level 3 fair value measurement, is based on projected debt-free cash flow estimates which are discounted to the present value using discount rates that consider the timing and risk of those cash flows.

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

The cost approach is based on the net aggregate value of the reporting unit’s underlying assets.

We weight the approaches in a manner considering the risks of the underlying cash flows.

The key assumptions used in estimating the fair value of our reporting units utilizing the income approach include management's best estimate of revenue, earnings before interest, taxes, depreciation and amortization (“EBITDA”) margin, and discount rate.

The key assumptions used in estimating the fair value of our reporting units utilizing the market approach include revenue multiples, and EBITDA multiples.

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

1 unchanged sentence

We performed our annual impairment testing at September 1, 2024.

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.

The results of the testing indicated that the carrying value of a reporting unit within Water Management Solutions exceeded the fair value primarily due to lower forecasted revenues and profitability based on a change in the forecasted product portfolio.

Such change occurred in the fourth quarter of 2024.

As a result, we recognized an impairment charge of $ 16.3 million during the fiscal year ended September 30, 2024.

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.

We test our trade name indefinite-lived intangible assets for impairment using a “royalty savings method”, which is an income approach using a variation of the discounted cash flow method.

This method estimates a fair value by calculating an estimated discounted future cash flow stream from the hypothetical licensing of the indefinite-lived intangible assets.

If the estimated fair value exceeds the carrying value, no impairment is indicated.

If the estimated fair value is less than the carrying value, impairment is indicated.

This analysis is dependent on management’s best estimates of future revenue and the selection of reasonable discount rates and hypothetical royalty rates.

We performed our annual impairment testing at September 1, 2024 and recorded an impairment charge of $ 0.4 million related to trade names within Water Management Solutions.

The impairment was primarily as a result of lower forecasted cash flow streams from a lower hypothetical royalty rate and a change in the forecasted revenues from the product portfolio associated with certain trade names.

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 th e six -year estimated useful life o f 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 the six-year estimated useful life of the software, beginning when the software is ready for its intended use.

At September 30, 2024, 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 2023 and 2022, and $ 3.3 million in 2021.

Amortization expense related to such software assets was $ 2.6 million in 2024 and $ 2.9 million in 2023 and 2022.

Amortization expense for each of the next five years is expected to be $ 2.3 million in 2025, $ 1.9 million in 2026, $ 1.5 million in 2027, $ 1.1 million in 2028, and $ 0.7 million in 2029.

1 unchanged sentence

Amortization expense related to these assets was $ 24.9 million, $ 25.2 million and $ 25.5 million for 2024, 2023 and 2022, 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.

Amortization expense for each of the next five years is scheduled to be $ 5.3 million in 2025, $ 5.0 million in 2026, $ 4.8 million in 2027 and 2028 and $ 4.0 million in 2029.

Index to Financial Statements

26 unchanged sentences

2023 Activity:

Goodwill impairment ( 6.8 )

Change in foreign currency exchange rates ( 4.9 )

4 unchanged sentences

2024 Activity:

Goodwill impairment ( 16.3 )

Change in foreign currency exchange rates 3.3

46 unchanged sentences

Foreign income taxes ( 0.8 ) ( 2.0 ) ( 1.5 )

Excess tax benefits related to stock compensation 0.3 ( 0.1 ) ( 0.2 )

Excess tax (benefit) deficit related to stock compensation ( 0.6 ) 0.3 ( 0.1 )

Tax credits ( 3.3 ) ( 3.5 ) ( 2.3 )

Goodwill impairment 1.9 — —

Other 2.9 1.6 ( 0.2 )

4 unchanged sentences

Increase related to current year positions 0.8 1.0

Decrease related to current year positions — ( 0.4 )

Decrease as a result of statute of limitations lapse ( 2.8 ) ( 0.6 )

2 unchanged sentences

Substantially all unrecognized tax benefits would, if recognized, impact the effective tax rate.

We recognize interest related to uncertain tax positions as interest expense and recognize any penalties incurred as a component of Selling, general and administrative expenses.

We recognize interest related to uncertain tax positions as interest expense and recognize any penalties incurred as a component of Selling, general and administrative expense within our consolidated statements of operations.

At September 30, 2024, and 2023, we had $ 0.4 million and $ 0.8 million, respectively, of accrued interest expense related to unrecognized tax benefits.

10 unchanged sentences

Stock-based compensation 4.3 3.9

Pension — 0.1

Section 174 research and development capitalization

12 unchanged sentences

Net deferred income tax liabilities $ 55.4 $ 73.8

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.

We evaluate 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 our fiscal years 2025 and 2027, remain available to offset future taxable earnings;

however, we currently do not expect full utilization of certain state net operating loss carryforwards before their expiration.

Consequently, we have recorded a valuation allowance against the deferred tax asset which is reflected in the table above.

Borrowing Arrangements

8 unchanged sentences

Long-term debt $ 448.7 $ 446.7

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.

The scheduled maturities of all borrowings outstanding at September 30, 2024, are $ 0.8 million in 2025, $ 0.7 million in 2026, $ 0.6 million in 2027, $ 0.5 million in 2028, and $ 450.1 million in 2029.

Index to Financial Statements

ABL Agreement .

Our ABL Agreement, as amended, (“ABL”) is provided by a consortium of banking institutions and consists of a revolving credit facility for up to $ 175.0 million in borrowings that expires on July 29, 2025.

Included in the ABL is the ability to borrow up to $ 25.0 million of swing line loans and up to $ 60.0 million of letters of credit.

Our asset-based lending agreement, as amended, (“ABL”) is provided by a syndicate of banking institutions and consists of a revolving credit facility for up to $ 175.0 million in borrowing capacity that matures the earlier of (a) March 16, 2029, which is ninety-one days prior to the stated maturity date of our 4.0 % Senior Notes if the Notes are still outstanding on that date or (b) March 28, 2029.

The ABL includes the ability to borrow up to $ 25.0 million of swing line loans and up to $ 60.0 million of letters of credit.

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.

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.

In December 2023, we obtained a waiver under our ABL (“ABL Waiver”) to provide for additional time associated with certain reporting requirements that were delayed as a result of the cybersecurity incident announced on October 28, 2023.

Under the ABL Waiver, the maximum aggregate amount of borrowings and other credit extensions under the ABL was limited to $ 50.0 million at any time outstanding until all of the required reports were delivered.

During our first fiscal quarter of 2024, we delivered the required reports, and on February 6, 2024, the ABL Waiver was terminated.

Accordingly, we are no longer subject to any additional restrictions or borrowing limitations under the ABL, including the $ 50.0 million temporary limit on credit extensions.

On March 28, 2024, we amended our ABL to, among other things, (i) extend the maturity date from July 29, 2025 to the earlier of (a) March 28, 2029 and (b) 91 days prior to the stated maturity date of the Company’s 4.0 % Senior Notes due June 15, 2029 (as may be extended from time to time in accordance with the Indenture governing the notes) if the 4.0 % Senior Notes are then outstanding, (ii) decrease the grid-based interest rate margins by approximately 50 basis points to 150 basis points for Secured Overnight Financing Rate (“SOFR”) loans and 50 basis points for base rate loans when average availability is greater than 50 % of the aggregate revolving commitments, and to 175 basis points for SOFR loans and 75 basis points for base rate loans, when average availability is less than or equal to 50 % of the aggregate revolving credit commitments and (iii) replace the previously fixed 37.5 basis point unused commitment fee with a grid-based, quarterly unused commitment fee equal to (a) 37.5 basis points if average daily outstanding credit extensions for such quarter under the ABL (“Total Outstandings”) are less than or equal to 50 % of the aggregate revolving credit commitments or (b) 25.0 basis points if Total Outstandings for such quarter are greater than or equal to 50 % of the aggregate revolving credit commitments.

We incurred approximately $ 0.9 million in debt issuance costs in connection with the ABL amendment which were capitalized and will be amortized over the term of the ABL.

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 150 to 175 basis points, or a base rate, as defined in the ABL, plus an applicable margin range of 50 to 75 basis points.

5 unchanged sentences

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.

The ABL includes a commitment fee for any unused borrowing capacity of 37.5 basis points per annum when the unused capacity is above 50% of the credit commitments, with a step down to 25.0 basis points per annum when unused capacity is less than or equal to 50% of the credit commitments.

At September 30, 2024, the commitment fee was 37.5 basis points.

Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $ 17.5 million and 10 % of the Loan Cap as defined in the ABL.

3 unchanged sentences

We capitalized $ 5.5 million of financing costs, which are being amortized over the term of the 4.0 % Senior Notes using the effective interest method.

Proceeds from the 4.0% Senior Notes, along with cash on hand were used to redeem our previously existing 5.5% Senior Notes.

Proceeds from the 4.0 % Senior Notes, along with cash on hand were used to redeem our previously existing notes.

Substantially all of our United States subsidiaries guarantee the 4.0 % Senior Notes, which are subordinate to borrowings under our ABL.

Based on quoted market prices, which is a Level 1 measurement, the outstanding 4.0 % Senior Notes had a fair value of $ 430.2 million as of September 30, 2024.

An indenture securing the 4.0% Senior Notes (“Indenture”) contains customary covenants and events of default, including covenants that limit our ability to incur certain debt and liens.

Index to Financial Statements

An indenture governing the 4.0 % Senior Notes (“Indenture”) contains customary covenants and events of default, including covenants that limit our ability to incur certain debt and liens.

There are no financial maintenance covenants associated with the Indenture.

We believe we were in compliance with these covenants at September 30, 2024.

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, 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.

On June 12, 2018, we privately issued $ 450.0 million of 5.5% Senior Notes, which were set to mature in June 2026 and bore interest at 5.5 %, paid semi-annually.

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 financing costs.

Index to Financial Statements

We may redeem some or all of the 4.0 % Senior Notes at any time after June 15, 2024, at specified redemption prices.

Upon a Change of Control as defined in the Indenture, we could be required to offer to purchase the 4.0 % Senior Notes at a price equal to 101 % of the outstanding principal amount if there is a Ratings Decline (as defined in the Indenture).

Retirement Plans

13 unchanged sentences

5.75 % 5.75 % 4.50 %

The discount rates for determining the present value of pension obligations were selected using a “bond settlement” approach, which constructs a hypothetical bond portfolio that could be purchased such that the coupon payments and maturity values could be used to satisfy the projected benefit payments.

The discount rate for determining the present value of pension obligations was selected using a “bond settlement” approach, which constructs a hypothetical bond portfolio that could be purchased such that the coupon payments and maturity values could be used to satisfy the projected benefit payments.

The discount rate is the equivalent rate that results in the present value of the projected benefit payments equaling the market value of this bond portfolio.

11 unchanged sentences

Interest cost 13.9 13.9

Actuarial gain ( 10.4 ) ( 74.0 )

Actuarial loss/(gain) 22.2 ( 10.4 )

Benefits paid ( 22.0 ) ( 22.3 )

4 unchanged sentences

Fair value of plan assets at end of year $ 261.4 $ 239.8

Accrued benefit cost at end of year:

Prepaid benefit cost at end of year:

Funded status $ 13.5 $ 6.6

3 unchanged sentences

Net actuarial loss $ 56.6 $ 68.2

$ 68.2 $ 78.7

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

10 unchanged sentences

$ 4.6 $ 4.5 $ ( 2.6 )

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

Pension Plan activity in accumulated other comprehensive loss, before tax, in 2024 is presented below, in millions.

Balance at beginning of year $ 68.2

81 unchanged sentences

Stock-based Compensation Plans

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

2023 2022 2021

(in millions, except per share data)

Decrease in operating income $ 11.1 $ 9.9 $ 11.0

Decrease in net income

Decrease in earnings per basic share 0.06 0.05 0.05

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

Stock-based compensation expense was $ 14.1 million, $ 11.1 million and $ 9.9 million in the years 2024, 2023 and 2022 and is recorded primarily within Selling, general and administrative costs within our consolidated statements of operations.

We excluded 270,547 , 779,150 and 790,759 stock-based instruments from the calculation of diluted earnings per share for 2024, 2023 and 2022, respectively, because the effect of including them would have been antidilutive.

1 unchanged sentence

We expect to recognize this expense over a weighted average life of approximately 1.5 years.

Index to Financial Statements

The Mueller Water Products, Inc.

8 unchanged sentences

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

Index to Financial Statements

Restricted Stock Units.

25 unchanged sentences

The grant date for each year’s performance period is set when the Compensation Committee establishes performance goals for the period, normally within 90 days of the beginning of each performance period.

At the end of each annual performance period, the Compensation Committee confirms performance against the applicable performance targets.

At the end of the performance period, the Compensation Committee confirms performance against the applicable performance targets.

PRSUs do not convey voting rights or earn dividends.

2 unchanged sentences

We base the recognized compensation expense upon the number of units awarded for each performance period, the closing price of our common stock on the grant date and the estimated performance factor.

In 2023, 2022 and 2021, 282,47 2 , 240,412 shares and 103,058 shares, respectively, vested related to PRSUs.

In 2024, no shares vested related to PRSUs.

In 2023 and 2022, 163,999 and 240,412 shares, respectively, vested related to PRSUs.

Index to Financial Statements

5 unchanged sentences

2020 $ 11.26 57,104 ( 21,679 ) 35,425 0.909 32,202

January 23, 2017 2020 2017 $ 13.15 19,012 — 19,012 1.000 19,012

2018 $ 12.50 19,011 — 19,011 1.357 25,798

2019 $ 10.53 19,011 — 19,011 0.645 12,263

November 27, 2018 2022 2019 $ 10.53 110,954 ( 8,751 ) 102,203 0.645 65,921

1 unchanged sentence

2021 $ 11.86 110,967 ( 28,478 ) 82,489 1.161 95,770

November 27, 2018 2022 2019 $ 10.53 110,954 ( 8,751 ) 102,203 0.645 65,921

2020 $ 11.26 110,954 ( 13,182 ) 97,772 0.909 88,875

2021 $ 11.86 110,967 ( 28,478 ) 82,489 1.161 95,770

December 3, 2019 2023 2020 $ 11.26 69,988 ( 2,391 ) 67,597 0.909 61,446

3 unchanged sentences

$ 11.41 166,284 ( 92,550 ) 73,734 — —

November 28, 2023 2027 2024-2026

$ 13.22 136,983 ( 28,308 ) 108,675 — —

Market-Based Awards.

4 unchanged sentences

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

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

November 28, 2023 November 29, 2022 November 30, 2021

Fair value at grant date $ 18.11 $ 15.08 $ 15.76

37 unchanged sentences

The ranges of exercise prices for stock options outstanding at September 30, 2024 are summarized below:

Exercise price Options Weighted

Exercise price Outstanding Options

exercise price Weighted

4 unchanged sentences

931,770 $ 12.60 322,467 $ 12.31

Index to Financial Statements

Employee Stock Purchase Plan.

3 unchanged sentences

Employee purchases are funded through payroll deductions, and any excess payroll withholdings are returned to the employee.

The price for shares purchased under the ESPP is 85 % of

Index to Financial Statements

the lower of the closing price on the first day or the last day of the offering period.

The price for shares purchased under the ESPP is 85 % of the lower of the closing price on the first day or the last day of the offering period.

At September 30, 2024, 1,792,275 shares were available for issuance under the ESPP.

39 unchanged sentences

Workers’ compensation reimbursement receivable 2.4 2.2

Goods to be returned 4.2 3.9

Other current assets 4.5 1.0

26 unchanged sentences

Warranty accrual 13.3 8.6

Deferred revenues 9.2 8.1

Deferred revenue

Returned goods accrual

4 unchanged sentences

Workers’ compensation accrual 4.6 4.0

CARES Act payroll tax liabilities — 4.4

Other current liabilities 16.5 11.0

3 unchanged sentences

Warranty accrual 10.3 7.1

Deferred revenue

Transition tax liability 1.7 3.1

6 unchanged sentences

Total noncurrent liabilities $ 63.7 $ 54.2

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law.

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

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.

In the year ended September 30, 2024, we incurred $ 15.8 million of Strategic reorganization and other charges primarily related to the leadership transition, certain transaction-related expenses, non-cash asset impairment, cybersecurity incidents expense, and severance.

Fiscal year 2023 included Strategic reorganization and other charges of approximately $ 10.2 million, primarily related to the leadership transition, severance and certain transaction-related expenses.

During fiscal year 2022, we incurred $ 7.2 million of Strategic reorganization and other charges including $1.5 million associated with the closure of our facilities in Aurora, Illinois and Surrey, British Columbia, Canada as well as expenses associated with the Albertville tragedy and certain transaction-related costs.

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.

We also completed the closures of our facilities in Aurora, Illinois and Surrey, British Columbia, Canada during our fiscal year 2022.

The majority of the activities from these plants were transferred to our Kimball, Tennessee facility.

We incurred $ 1.5 million and $ 5.6 million of expenses, respectively, for the years ended September 30, 2022, and 2021, as a result of these plant closures.

The $ 5.6 million incurred during fiscal 2021 included approximately $ 3.2 million of termination benefit costs which are included in Strategic reorganization and other charges and approximately $ 2.4 million in inventory write-downs which are included in Cost of sales in our consolidated statements of operations.

Additionally, fiscal year 2022 included Strategic reorganization and other charges related to the Albertville tragedy and certain transaction-related costs.

Fiscal year 2021 included Strategic reorganization and other charges related to the Albertville tragedy, and certain transaction costs, partially offset by a one-time settlement gain in connection with an indemnification from a previously owned property.

Activity in accrued restructuring, reported as part of other current liabilities, is presented below.

3 unchanged sentences

Expenses incurred 15.8 10.2 7.2

Amounts paid ( 6.9 ) ( 7.0 ) ( 5.1 )

Amounts paid and other adjustments, net ( 19.0 ) ( 6.9 ) ( 7.0 )

Ending balance $ 3.4 $ 6.6 $ 3.3

7 unchanged sentences

4.0% Senior Notes $ 18.0 $ 18.0 $ 18.0

4.0% Senior Notes 18.0 18.0 6.2

Deferred financing costs amortization 1.0 1.0 1.0

5 unchanged sentences

Net interest expense $ 12.7 $ 14.7 $ 16.9

Index to Financial Statements

Accumulated Other Comprehensive Income (Loss)

3 unchanged sentences

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

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

Current period other comprehensive income 9.1 8.8 17.9

Balance at September 30, 2024 $ ( 11.1 ) $ ( 19.7 ) $ ( 30.8 )

1 unchanged sentence

For the year ended September 30, 2024, foreign currency translation included in the consolidated statements of comprehensive income was $ 9.1 million, net of no income tax.

Index to Financial Statements

Segment Information

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.

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.

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

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

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The determination of segment results excludes certain expenses designated as Corporate because they are not directly attributable to segment operations.

Interest expense, loss on early extinguishment of debt and income taxes are not allocated to the segments.

Items such as interest expense, loss on early extinguishment of debt, pension expense or benefit, and income taxes are not allocated to the segments.

Corporate expenses include those costs incurred by our corporate function, such as accounting, treasury, risk management, human resources, legal, tax and other administrative functions.

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One customer comprised 20 %, 18 %, and 21 % of consolidated revenues for the fiscal years ended September 30, 2024, 2023, and 2022, respectively.

The Company has outstanding Accounts receivable from this customer of $ 46.4 million and $ 52.1 million as of September 30, 2023 and 2022, respectively.

Another customer comprised 18 %, 20 %, and 19 % of consolidated revenues for the fiscal years ended September 30, 2023, 2022, and 2021, respectively.

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 had outstanding Accounts receivable from this customer of $ 59.1 million and $ 46.4 million as of September 30, 2024 and 2023, respectively.

Another customer comprised 18 % of consolidated revenues for the fiscal years ended September 30, 2024 and 2023 and 20 % of consolidated revenues for the fiscal year ended September 30, 2022.

The Company had outstanding Accounts receivable from this customer of $ 36.9 million and $ 37.7 million as of September 30, 2024 and 2023, respectively.

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

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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

Tyco’s indemnity

Index to Financial Statements

liabilities arising with respect to businesses or sites acquired after August 1999.

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.

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Since the amounts of such costs cannot be reasonably estimated at this time, no amounts have been accrued for this matter at September 30, 2024.

On October 4, 2024, we delivered to U.S.

Customs and Border Protection (“CBP”) a prior disclosure letter to correct information reported at the time of entry under United States laws and customs regulations with respect to the origin of certain products that were supplied by a manufacturer in Canada but that we subsequently determined had not been substantially transformed in Canada, resulting in the underpayment of certain duties to CBP.

We identified the entry discrepancies related to our U.S.

import of such products and provided the information to CBP.

We expensed $ 9.1 million in 2024 consisting of the duties believed to be owed for all relevant periods and expected interest on such amount.

Because the matter remains under review by CBP, it is possible that the actual amount of duties and interest owed for these discrepancies may be higher than the amount remitted or CBP may assess additional fines, penalties or enact other measures.

Cybersecurity Incident Putative Class Action.

In connection with the cybersecurity incident initially reported on October 28, 2023, the Company was named as a defendant in a putative class action lawsuit captioned David Kok v.

Mueller Water Products, Inc., filed on August 30, 2024 in the U.S.

District Court for the Northern District of Georgia, Atlanta Division, Case No.

1:24-cv-03894-SCJ.

The plaintiff seeks to represent a class of all Company current and former employees whose personally identifying information was allegedly compromised by the incident.

The lawsuit asserts various common law tort, contract and state statutory claims, seeks monetary damages, injunctive and declaratory relief, costs and attorneys’ fees and other related relief.

We believe the allegations are without merit and intend to vigorously defend against the claims;

however, the outcome of this legal proceeding cannot be predicted with certainty.

Indemnifications .

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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.

Index to Financial Statements

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.

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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 22, 2024, our Board of Directors declared a dividend of $ 0.067 per share on our common stock, payable on or about November 20, 2024, to stockholders of record at the close of business on November 8, 2024.

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