What changed in this filing

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Item 9A. Controls and Procedures

2022-02-09 compared with 2020-05-12 · 85 added, 64 removed, 149 unchanged (50% of the section changed)

9 unchanged sentences

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we evaluated the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based upon that evaluation, management has concluded that our internal control over financial reporting was effective as of March 31, 2020.

Based upon that evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, 2021.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of the changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The effectiveness of the Company's internal control over financial reporting as of March 31, 2020, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

The effectiveness of the Company's internal control over financial reporting as of December 31, 2021, has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report, which appears herein.

Changes in Internal Control Over Financial Reporting

1 unchanged sentence

OTHER INFORMATION.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The information required by this Item is incorporated by reference from the sections entitled "Proposal 1:

Election of Directors" and "Corporate Governance" and in the definitive proxy statement for the Company’s annual meeting, to be held on or about July 23, 2020 (the Proxy Statement"), and to the information under the caption "Information about our Executive Officers" in Part I hereof.

Election of Directors" and "Corporate Governance" in the definitive proxy statement for the Company’s annual meeting, to be held on or about May 5, 2022 (the Proxy Statement"), and from the information under the caption "Information about our Executive Officers" in Part I hereof.

Code of Ethics

We have adopted a written code of ethics, referred to as the Rexnord Code of Business Conduct and Ethics, applicable to all directors, officers and employees, which includes provisions relating to accounting and financial matters applicable to the principal executive officer, principal financial officer and principal accounting officer and controller.

We have posted a copy of the Code of Business Conduct and Ethics on our website at www.rexnordcorporation.com.

To obtain a copy, free of charge, please submit a written request to Rexnord Investor Relations, 511 West Freshwater Way, Milwaukee, Wisconsin, 53204.

If we make any substantive amendments to, or grant any waivers from, the code of ethics for any director or officer, we will disclose the nature of such amendment or waiver on our corporate website at www.rexnordcorporation.com or in a Current Report on Form 8-K.

We have adopted a written code of ethics, referred to as the Zurn Code of Business Conduct and Ethics, applicable to all directors, officers and employees, which includes provisions relating to accounting and financial matters applicable to the principal executive officer, principal financial officer and principal accounting officer and controller.

We have posted a copy of the Code of Business Conduct and Ethics on our website at www.zurnwatersolutionscorporation.com.

To obtain a copy, free of charge, please submit a written request to Zurn Investor Relations, 511 West Freshwater Way, Milwaukee, Wisconsin, 53204.

If we make any substantive amendments to, or grant any waivers from, the code of ethics for any director or officer, we will disclose the nature of such amendment or waiver on our corporate website at www.zurnwatersolutionscorporation.com or in a Current Report on Form 8-K.

EXECUTIVE COMPENSATION.

4 unchanged sentences

Equity Compensation Plan Information

The following chart gives aggregate information regarding grants under all equity compensation plans of the Company through March 31, 2020.

The following chart gives aggregate information regarding grants under all equity compensation plans of the Company through December 31, 2021.

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted-average exercise price of outstanding options, warrants and rights (2) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in first column)

12 unchanged sentences

(a) (1) Financial Statements

The Company’s consolidated financial statements included in Item 8 hereof are for the years ended March 31, 2020, 2019 and 2018, and consist of the following:

The Company’s consolidated financial statements included in Item 8 hereof are for the year ended December 31, 2021, the nine month Transition Period ended December 31, 2020 and the fiscal year ended March 31, 2020, and consist of the following:

Consolidated Balance Sheets

5 unchanged sentences

(a) (2) Financial Statement Schedules.

The Financial Statement Schedule of the Company appended hereto for the years ended March 31, 2020, 2019 and 2018 consists of the following:

The Financial Statement Schedule of the Company appended hereto for the year ended December 31, 2021, the nine month Transition Period ended December 31, 2020 and the fiscal year ended March 31, 2020 consists of the following:

Schedule II – Valuation and Qualifying Accounts

6 unchanged sentences

(1) Balance at

Fiscal Year 2018:

Fiscal Year Ended March 31, 2020

Valuation allowance for trade and notes receivable $ 0.4 $ 0.5 $ 0.1 $ — $ ( 0.1 ) $ 0.9

Valuation allowance for income taxes 31.2 1.3 — 6.8 ( 0.9 ) 38.4

Fiscal Year 2019:

Nine Month Transition Period Ended December 31, 2020

Valuation allowance for trade and notes receivable 0.9 0.3 — — ( 0.4 ) 0.8

Valuation allowance for income taxes 38.4 0.1 — 0.3 ( 2.0 ) 36.8

Fiscal Year 2020:

Year Ended December 31, 2021

Valuation allowance for trade and notes receivable 0.8 0.8 — — ( 0.4 ) 1.2

8 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

REXNORD CORPORATION

President and Chief Executive Officer

ZURN WATER SOLUTIONS CORPORATION

Chair of the Board and Chief Executive Officer

February 9, 2022

POWER OF ATTORNEY

1 unchanged sentence

Adams, Mark W.

Peterson and Patricia M.

Whaley, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Peterson and Jeffery J.

LaValle, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and any other regulatory authority, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitutes, may lawfully do or cause to be done by virtue hereof.

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

Adams President, Chief Executive Officer May 12, 2020

Adams (Principal Executive Officer) and Director

Peterson Senior Vice President and Chief Financial Officer May 12, 2020

Adams Chair of the Board and Chief Executive Officer February 9, 2022

Adams (Principal Executive Officer)

Peterson Senior Vice President and Chief Financial Officer February 9, 2022

Peterson (Principal Financial and Accounting Officer)

Jones Director May 12, 2020

Bartlett Director May 12, 2020

Bartlett Director February 9, 2022

/s/ Jacques D.

Butler Director February 9, 2022

/s/ Thomas D.

Christopoul Director May 12, 2020

/s/ Theodore D.

Crandall Director May 12, 2020

Longren Director May 12, 2020

Christopoul Director February 9, 2022

Longren Director February 9, 2022

/s/ George C.

Moore Director May 12, 2020

Moore Director February 9, 2022

/s/ Rosemary M.

Schooler Director May 12, 2020

Stroup Director May 12, 2020

Troy Director May 12, 2020

Walker-Lee Director May 12, 2020

Schooler Director February 9, 2022

Stroup Director February 9, 2022

Troy Director February 9, 2022

EXHIBIT INDEX

2 unchanged sentences

Exhibit 99.2 to the Form 8-K filed by RBS Global, Inc./Rexnord LLC on May 19, 2005

3.1(a) Amended and Restated Certificate of Incorporation as amended through April 3, 2012

Exhibit 3.1 to the Company's Form 8-K dated April 3, 2012

2.2 Agreement and Plan of Merger, dated as of February 15, 2021, by and among Regal Beloit Corporation Phoenix 2021, Inc., Rexnord Corporation and Land Newco, Inc.+

Exhibit 2.1 to the Company's Form 8-K filed February 19, 2021

2.3 Separation and Distribution Agreement, dated as of February 15, 2021, by and among Rexnord Corporation, Land Newco, Inc.

and Regal Beloit Corporation+

Exhibit 2.2 to the Company's Form 8-K filed February 19, 2021

3.1(a) Amended and Restated Certificate of Incorporation as amended through October 4, 2021

Exhibit 3.1 to the Company's Form 8-K filed October 5, 2021

3.1(b) Certificate of Designations of the 5.75% Series A Mandatory Convertible Preferred Stock of Rexnord Corporation, filed with the Secretary of State of the State of Delaware and effective December 7, 2016 (expired by its terms)

Exhibit 3.1 to the Company's Form 8-K dated December 1, 2016

3.2 Amended and Restated By-Laws, as amended through May 5, 20 20

Exhibit 3.1 to the Company's Form 8-K dated May 5, 2020

3.2 Amended and Restated By-Laws, as amended through October 4, 2021

Exhibit 3.1 to the Company's Form 8-K filed October 5, 2021

4.1 Indenture, dated as of December 7, 2017, by and among RBS Global, Inc., Rexnord LLC, the guarantors named therein and Wells Fargo Bank, National Association, as trustee

5 unchanged sentences

Exhibit 4.3 to the Company’s Form 8-K dated December 7, 2017

4.4 Description of S ecurities

4.4 Description of Securities

Exhibit 4.4 to the Company's Form 10-K for the fiscal year ended March 31, 2020

10.1(a) The Company's 2006 Stock Option Plan, as amended ("2006 Option Plan")* (superseded)

3 unchanged sentences

10.2 Rexnord Management Incentive Compensation Plan for Executive Officers*

Exhibit 10.4 to the Company’s Form 8-K dated May 18, 2016 (filed on May 24, 2016)

Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended June 30, 2020

10.3(a) Rexnord Corporation Performance Incentive Plan, as amended and restated as of July 25, 2019 *

7 unchanged sentences

10.3(e) Form of Performance Stock Unit Agreement under the Performance Incentive Plan* (current)

Exhibit 10.2 to the Company's Form 10-Q for the quarter ended June 30, 2020

10.3(f) Form of Performance Stock Unit Agreement under the Performance Incentive Plan* (superseded except with respect to outstanding awards)

Exhibit 10.3(d) to the Company's Form 10-K for the fiscal year ended March 31, 2018

10.3(f) Form of Restricted Stock Unit Agreement under the Performance Incentive Plan* (current)

10.3(g) Form of Restricted Stock Unit Agreement under the Performance Incentive Plan* (current)

Exhibit 10.3(e) to the Company's Form 10-K for the fiscal year ended March 31, 2018

10.3(g) Form of Option Agreement under the Performance Incentive Plan* (used for prior grants;

10.3(h) Form of Option Agreement under the Performance Incentive Plan* (used for prior grants;

Exhibit 10.4 to the Company's Form 10-Q for the quarter ended June 30, 2012

10.3(h) Form of Option and Restricted Stock Unit Agreement under the Performance Incentive Plan* (used for prior grants;

10.3(i) Form of Option and Restricted Stock Unit Agreement under the Performance Incentive Plan* (used for prior grants;

Exhibit 10.2 to the Company's Form 10-Q for the quarter ended September 30, 2014

10.3(i) Form of Non-Qualified Stock Option and Performance Stock Unit Agreement under the Performance Incentive Plan* (used for prior grants;

Exhibit 10.6 to the Company’s 10-Q for the quarter ended June 30, 2016

10.3(j) Form of Non-Qualified Stock Option and Performance Stock Unit Agreement under the Performance Incentive Plan* (used for prior grants;

Exhibit 10.6 to the Company’s 10-Q for the quarter ended June 30, 2016

10.3(k) Form of Non-Qualified Stock Option and Performance Stock Unit Agreement under the Performance Incentive Plan* (used for prior grants;

Exhibit 10.2 to the Company’s Form 10-Q for the quarter ended June 30, 2015

10.3(k) Form of Restricted Stock Unit Agreement (Deferred RSUs) for Directors under the Performance Incentive Plan (current)

10.3(l) Form of Restricted Stock Unit Agreement (Deferred RSUs) for Directors under the Performance Incentive Plan (current)*

Exhibit 10.3(f) to the Company’s Form 10-K for the fiscal year ended March 31, 2016

9 unchanged sentences

Exhibit 10.2 to the Company’s Form 8-K dated December 13, 2018

10.9 Schedule of Compensation and Stock Ownership Guidelines for outside members of the board, revised as of May 2019*

10.9(a) Schedule of Compensation and Stock Ownership Guidelines for outside members of the board, effective as of July 23, 2020*

Exhibit 10.1 to the Company's Form 10-Q for the quarter ended June 30, 2020

10.9(b) Schedule of Compensation and Stock Ownership Guidelines for outside members of the board, revised as of May 2019* (superseded)

Exhibit 10.10(a) to the Company’s Form 10-K for the fiscal year ended March 31, 2019

11 unchanged sentences

Exhibit 10.1 to the Company’s Form 8-K dated November 21, 2019

10.12 Second Amended and Restated Guarantee and Collateral Agreement, dated and effective as of March 15, 2012, among Chase Acquisition I, Inc., RBS Global, Inc., Rexnord LLC, each subsidiary of the borrowers identified therein and Credit Suisse AG, as Administrative Agent for the Credit Agreement Secured Parties

10.11(f) Fourth Amended and Restated First Lien Credit Agreement, dated as of October 4, 2021, by and among Zurn Holdings, Inc., Zurn LLC, ZBS Global, Inc., the lenders party thereto, and Credit Suisse AG, as administrative agent+

Exhibit 10.2 to the Company's Form 8-K filed on October 5, 2021

10.12(a) Second Amended and Restated Guarantee and Collateral Agreement, dated and effective as of March 15, 2012, among Chase Acquisition I, Inc., RBS Global, Inc., Rexnord LLC, each subsidiary of the borrowers identified therein and Credit Suisse AG, as Administrative Agent for the Credit Agreement Secured Parties

Exhibit 10.2 to the Form 8-K filed by RBS Global, Inc./Rexnord LLC on March 16, 2012

10.13(a) Receivables Sale and Servicing Agreement, dated September 26, 2007, by and among the Originators, Rexnord Industries, LLC as Servicer, and Rexnord Funding LLC

Exhibit 10.1 to the Form 8-K filed by RBS Global, Inc./Rexnord LLC on October 1, 2007

10.13(b) First Amendment, dated as of November 30, 2007, to the Receivables Sale and Servicing Agreement, dated as of September 26, 2007, among Rexnord Funding LLC, as the buyer, Rexnord Industries, LLC, as the servicer and an originator, Zurn Industries, LLC, as an originator, Zurn PEX, Inc., as an originator, and General Electric Capital Corporation, as the administrative agent

Exhibit 10.2 to the Form 8-K filed by RBS Global, Inc./Rexnord LLC on May 23, 2011

10.13(c) Second Amendment, dated as of May 20, 2011, to the Receivables Sale and Servicing Agreement, dated as of September 26, 2007, among Rexnord Funding LLC, as the buyer, Rexnord Industries, LLC, as the servicer and an originator, Zurn Industries, LLC, as an originator, Zurn PEX, Inc., as an originator, and General Electric Capital Corporation, as the administrative agent

Exhibit 10.3 to the Form 8-K filed by RBS Global, Inc./Rexnord LLC on May 23, 2011

10.13(d) Omnibus Amendment, dated as of December 30, 2015, to the Receivables Sale and Servicing Agreement, dated September 26, 2007, and to the Amended and Restated Receivables Funding and Administration Agreement, dated May 20, 2011, by and among Rexnord Funding LLC., as an Originator, as the buyer and as the borrower, Zurn Industries, LLC, as an originator, Zurn PEX, Inc., as an originator, Rodney Hunt - Fontaine Inc., as an originator, GA Industries, LLC, as an originator, Rexnord Industries, LLC, as the servicer, General Electric Company as successor by merger to General Electric Capital Corporation, as administrative agent, and the swing line lender and the lenders signatory thereto

Exhibit 10.1 to the Company’s Form 8-K dated December 30, 2015

10.13(e) Omnibus Amendment, dated as of August 22, 2018, to the Receivables Sale and Servicing Agreement, dated September 26, 2007, by and among Rexnord Funding LLC, as an originator and as the buyer, Zurn Industries, LLC, as an originator, Zurn PEX, Inc., as an originator, Rodney Hunt - Fontaine Inc., as an originator, VAG USA, LLC, as an originator, Precision Gear LLC, as an originator, Rexnord Industries, LLC, as the servicer, and Wells Fargo Bank, N.A., as administrative agent and as the sole lender party to the Amended and Restated Receivables Funding and Administration Agreement, dated May 20, 2011, as amended.

Exhibit 10.1 to the Company’s Form 10-Q for the quarter ended September 30, 2018

10.13(f) Originator Addition Amendment, dated as of November 30, 2018, to the Receivables Sale and Servicing Agreement, dated September 26, 2007, by and among Rexnord Funding LLC, as an originator and as the buyer, Zurn Industries, LLC, as an originator, Zurn PEX, Inc., as an originator, Precision Gear LLC, as an originator, Centa Corporation, as an originator, Rexnord Industries, LLC, as the servicer, and Wells Fargo Bank, N.A., as administrative agent and as the sole lender party to the Amended and Restated Receivables Funding and Administration Agreement, dated as of May 20, 2011, as amended.

Exhibit 10.3 to the Company’s Form 10-Q for the quarter ended December 31, 2018

10.13(g) Omnibus Amendment No.

2, dated as of January 16, 2019, to the Receivables Sale and Servicing Agreement, dated September 26, 2007, by and among Rexnord Funding LLC, as an originator and as the buyer, Zurn Industries, LLC, as an originator, Zurn PEX, Inc., as an originator, Centa Corporation, as an originator, Precision Gear LLC, as an originator, Rexnord Industries, LLC, as the servicer, and Wells Fargo Bank, N.A., as administrative agent and as the sole lender party to the Amended and Restated Receivables Funding and Administration Agreement, dated May 20, 2011, as amended.

Exhibit 10.4 to the Company’s Form 10-Q for the quarter ended December 31, 2018

10.14(a) Amended and Restated Receivables Funding and Administration Agreement, dated as of May 20, 2011, by and among Rexnord Funding LLC, the financial institutions from time to time party thereto and General Electric Capital Corporation

Exhibit 10.1 to the Form 8-K filed by RBS Global, Inc./Rexnord LLC on May 23, 2011

10.14(b) See Exhibit 10.13(d) above

See Exhibit 10.13(d) above

10.12(b) Third Amended and Restated Guarantee and Collateral Agreement, dated as of October 4, 2021, among ZBS Global, Inc., Zurn Holdings, Inc., Zurn LLC, the subsidiaries party thereto, and Credit Suisse AG, as administrative agent+

Exhibit 10.3 to the Company's Form 8-K filed on October 5, 2021

10.13 Amended and Restated Receivables Sale and Servicing Agreement, entered into as of September 25, 2020, by and among each of the originators signatory thereto from time to time, Rexnord Industries, LLC in its capacity as servicer thereunder and Rexnord Funding LLC, as buyer

Exhibit 10.1 to the Company's Form 8-K dated September 25, 2020

10.14 Receivables Funding and Administration Agreement, entered into as of September 25, 2020, by and among Rexnord Funding LLC as the borrower, the financial institutions signatory thereto from time to time as lenders, and Mizuho Bank, Ltd., as a lender and as administrative agent for the lenders thereunder

Exhibit 10.2 to the Company's Form 8-K dated September 25, 2020

10.15(a) Tax Matters Agreement, dated as of February 15, 2021, by and among Rexnord Corporation, Land Newco, Inc.

and Regal Beloit Corporation+

Exhibit 10.1 to the Company's Form 8-K filed February 19, 2021

10.15(b) Employee Matters Agreement, dated as of February 15, 2021, by and among Rexnord Corporation , Land Newco, Inc.

and Regal Beloit Corporation +

Exhibit 10.2 to the Company's Form 8-K filed February 19, 2021

10.15(c) Real Estate Matters Agreement, dated as of February 15, 2021, by and among Rexnord Corporation , Land Newco, Inc.

and Regal Beloit Corporation +

Exhibit 10.3 to the Company's Form 8-K filed February 19, 2021

10.15(d) Intellectual Property Matters Agreement, dated as of February 15, 2021, by and among Rexnord Corporation , Land Newco, Inc.

and Regal Beloit Corporation +

Exhibit 10.4 to the Company's Form 8-K filed February 19, 2021

10.15(e) Commitment Letter, dated as of February 14, 2021, by and between Rexnord, Credit Suisse AG, Cayman Islands Branch and Credit Suisse Loan Funding LLC+

Exhibit 10.5 to the Company's Form 8-K filed February 19, 2021

10.15(f) Bridge Facility Commitment Letter, dated as of February 15, 2021, by and between Land and Barclays Bank PLC+

Exhibit 10.6 to the Company's Form 8-K filed February 19, 2021

10.15(g) Transition Services Agreement, dated as of October 4, 2021, by and among Rexnord Corporation and Land Newco, Inc.+

Exhibit 10.1 to the Company's Form 8-K filed October 5, 2021

10.16 Agreement and General Release, last signed on December 31, 2021, by George J.

Powers and Zurn Water Solutions Corporation*

Exhibit 10.1 to the Company's Form 8-K filed January 5, 2022

21.1 List of Subsidiaries of the Company

15 unchanged sentences

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