−Removed: Zurn Elkay Water Solutions Corporation ("Zurn Elkay", "we", "us", "our", or the "Company") is a growth-oriented, pure-play water management business that designs, procures, manufactures, and markets what we believe to be the broadest sustainable product portfolio of specification-driven water management solutions to improve health, human safety and the environment.
−Removed: Our product portfolio includes professional grade water safety and control products, flow system products, hygienic and environmental products, and filtered drinking water products for public and private spaces that deliver superior value to building owners, positively impact the environment and human hygiene and reduce product installation time.
+Added: Zurn Elkay Water Solutions Corporation ("Zurn Elkay", "we", "us", "our", or the "Company") is a growth-oriented, pure-play water management business that designs, procures, manufactures, and markets what we believe to be the broadest sustainable product portfolio of specification-driven water management solutions to improve health, hydration, human safety and the environment.
+Added: Our product portfolio includes professional grade water safety and control products, flow systems products, hygienic and environmental products, and filtered drinking water products for public and private spaces that deliver superior value to building owners, positively impact the environment and human hygiene and reduce product installation time.
Our heritage of innovation and specification has allowed us to provide highly-engineered, mission-critical solutions to customers for decades and affords us the privilege of having long-term, valued relationships with market leaders.
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With our broad portfolio of products, we believe we have become a market leader in the industry by developing innovative products that meet stringent third-party regulatory, building, and plumbing code requirements and by subsequently achieving specification of our products into projects and applications.
−Removed: We are led by an experienced, high-caliber management team that employs ZEBS as a proven operating philosophy to drive excellence and world-class performance in all aspects of our business, and which includes our "Voice of the Customer" process to promote superior customer satisfaction.
+Added: We are led by an experienced, high-caliber management team that employs ZEBS as a proven operating philosophy to drive excellence and world-class performance in all aspects of our business, which includes our "Voice of the Customer" process to promote superior customer satisfaction.
Our physical footprint encompasses 27 principal manufacturing and warehouse facilities located primarily in North America.
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(“Land”), (ii) the shares of Land were distributed to our stockholders pro rata, and (iii) Land was merged with a subsidiary of Regal Rexnord Corporation (formerly known as Regal Beloit Corporation), in which the stock of Land was converted into shares of Regal Rexnord Corporation.
−Removed: Following completion of the Spin-Off Transaction, we changed our name to “Zurn Water Solutions Corporation”.
−Removed: Prior to the completion of the Spin-Off Transaction our business consisted of two platforms:
−Removed: Process & Motion Control and Water Management.
−Removed: Following the Spin-Off Transaction, the operating results and financial position of the Process & Motion Control platform are reported as discontinued operations within our consolidated financial statements and we operate as a single Water Management platform.
+Added: The operating results and financial position of the Process & Motion Control platform are reported as discontinued operations within our consolidated financial statements and we operate as a single Water Management platform.
ZEBS creates a scalable, process-based framework that focuses on driving superior customer satisfaction and financial results by targeting world-class operating performance throughout all aspects of our business.
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As we have applied ZEBS over the past several years, we have experienced improvements in growth, productivity, cost reduction and asset efficiency and believe there are opportunities to continue to improve our performance as we continue to apply ZEBS.
−Removed: Zurn Elkay is a growth-oriented, pure-play water management business that designs, procures, manufactures, and markets what we believe to be the broadest sustainable product portfolio of specification-driven water management solutions to improve health, human safety and the environment.
−Removed: Our product portfolio includes professional grade water safety and control products, flow system products, hygienic and environmental products, and filtered drinking water products for public and private spaces that deliver superior value to building owners, positively impact the environment and human hygiene and reduce product installation time.
+Added: Zurn Elkay is a growth-oriented, pure-play water management business that designs, procures, manufactures, and markets what we believe to be the broadest sustainable product portfolio of specification-driven water management solutions to improve health, hydration, human safety and the environment.
+Added: Our product portfolio includes professional grade water safety and control products, flow systems products, hygienic and environmental products, and filtered drinking water products for public and private spaces that deliver superior value to building owners, positively impact the environment and human hygiene and reduce product installation time.
Our products are marketed and sold under widely recognized brand names, including Zurn®, Elkay®, Wilkins®, Green Turtle®, World Dryer®, StainlessDrains.com™, JUST®, Hadrian®, Wade®, and Halsey Taylor®.
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We generally do not participate in segments of our served markets that have been commoditized or in applications that do not require differentiation based on product quality, reliability and innovation.
−Removed: We serve a broad and diverse array of institutional and commercial end markets, and to a lesser extent waterworks and residential end markets, with solid fundamental long-term growth characteristics.
+Added: We serve a broad and diverse array of institutional and commercial end markets, and to a lesser extent waterworks and residential
+Added: end markets, with solid fundamental long-term growth characteristics.
We believe there continues to be long-term growth potential in our markets.
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Drinking Water Products
−Removed: With the Elkay Merger, we added a leading drinking water product line that includes an extensive collection of filtered drinking water delivery products oriented around providing the cleanest, superior tasting water while improving overall water hygiene, accessibility and sustainability.
−Removed: Our drinking water products are sold under the Elkay® and Halsey Taylor® brand names and filtered units include water filters certified by NSF and ANSI to reduce the level of contaminants in water, including lead and certain per- and polyfluoroalkyl substances ("PFAS") chemicals.
−Removed: Elkay’s water dispensing and filtration products, predominantly comprised of filtered bottle filling stations, water fountains and water dispensers, are often plumbed directly into building water systems and required to comply with strict applicable codes and standards.
−Removed: Elkay's drinking water solutions are designed to meet or exceed facility needs and specifications of education, healthcare, hospitality, multifamily, municipal, office, retail and commercial facilities.
+Added: Our drinking water product line includes an extensive collection of filtered drinking water delivery products oriented around providing the cleanest, superior tasting water while improving overall water hygiene, accessibility and sustainability.
+Added: Our drinking water products are sold under the Elkay® and Halsey Taylor® brand names and filtered units include water filters certified by NSF and ANSI to reduce the level of contaminants in water, including lead, microplastics, and certain per- and polyfluoroalkyl substances ("PFAS") chemicals.
+Added: Elkay’s water dispensing and filtration products, predominantly comprised of filtered bottle filling stations, water fountains and water dispensers, and filtered faucets, are often plumbed directly into building water systems and required to comply with strict applicable codes and standards.
+Added: Elkay's drinking water solutions are designed to meet or exceed facility needs and specifications of education, healthcare, hospitality, multifamily, municipal, office, retail and commercial facilities, as well as residential applications.
Water Safety and Control Products
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Designed to meet the stringent requirements of independent test labs, such as the IAPMO, NSF, UL and FM, they are sold into institutional, commercial, and residential new construction and retrofit applications as well as the fire protection, municipal water and wastewater and irrigation end markets.
−Removed: Water control solutions that protect human health and gravity drainage products that protect the environment are sold under the Zurn® brand and are typically required in the early stages of a construction or retrofit project, when potable water and non-potable water control and drainage systems are installed.
+Added: Water control solutions that protect human health and gravity drainage products that protect the environment are sold under the Zurn® brand and are typically required in the early stages of a construction or retrofit project, when potable water and
+Added: non-potable water control and drainage systems are installed.
Water control products include PEX piping, valves, fittings and installation tools.
−Removed: PEX tubing is manufactured from cross-linked polyethylene and is designed for high temperature and
−Removed: pressure fluid distribution piping applications for both potable water and radiant heating systems in the residential and nonresidential construction industries.
+Added: PEX tubing is manufactured from cross-linked polyethylene and is designed for high temperature and pressure fluid distribution piping applications for both potable water and radiant heating systems in the residential and nonresidential construction industries.
These systems are engineered to meet stringent NSF and ASTM standards helping water professionals provide safe and efficient building and site water management solutions.
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Linear drainage systems are used to capture and direct storm water in a wide variety of institutional, commercial, industrial and transportation infrastructure applications.
−Removed: Our wastewater pre-treatment products include oil and grease interceptors and separators, acid neutralization systems and remote monitoring systems and are marketed under the Zurn® and Green Turtle® brands.
+Added: Our wastewater pre-treatment products include oil and grease interceptors and separators, acid neutralization systems and remote monitoring systems and are marketed under the Zurn®, Green Turtle®, and Wade® brands.
Interceptors are used to separate and capture fats, oils, and greases from wastewater before it is discharged into the municipal wastewater collection system.
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Acid neutralization systems are primarily used in schools, hospitals and laboratories.
−Removed: In fiscal 2021, we acquired substantially all of the assets of Advance Technology Solutions, LLC (d/b/a ATS GREASEwatch) ("ATS GREASEwatch").
−Removed: ATS GREASEwatch, develops, manufactures and markets remote tank monitoring devices, alarms, software and services for various applications and provides technology to enhance and expand our current product offerings.
−Removed: In addition, we expanded our high-quality flow systems portfolio during fiscal 2021 with the acquisition of the Wade Drains ("Wade") product line from McWane, Inc.
−Removed: The acquisition of the Wade product line leverages Zurn Elkay’s existing expertise in flow systems to expand our market coverage and offer an additional brand of drainage and environmental products.
Hygienic and Environmental Products
Hygienic and environmental products are typically required in the latter stages of a construction or retrofit project, when interior spaces are being outfitted with fixtures, valves and faucets.
−Removed: Zurn Elkay's hygienic and environmental products include primarily sensor-operated flush valves marketed under the Aquaflush®, AquaSense® and AquaVantage® brand names and heavy-duty commercial faucets marketed under the AquaSpec® brand name.
+Added: Zurn Elkay's hygienic and environmental products include primarily sensor-operated flush valves marketed under the Aquaflush®, AquaSense® and AquaVantage® brand names, heavy-duty commercial faucets marketed under the AquaSpec® brand name, and flush valves and faucets marketed under the Hydro X Power® brand name.
Innovative water conserving fixtures are marketed under the EcoVantage® and Zurn One® brand names.
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The EcoVantage® fixture systems promote water-efficiency, health and hygiene and assist in achieving compliance with certain water conservation requirements, and generate savings for building owners in new construction and retrofit bathroom fixture installations.
−Removed: In 2020, we acquired Just Manufacturing Company ("Just Manufacturing") a leading manufacturer of stainless steel sinks and plumbing fixtures primarily used in institutional and commercial end markets.
−Removed: In addition, we acquired substantially all of the assets of Hadrian Manufacturing Inc.
−Removed: and 100% of the stock of Hadrian, Inc.
−Removed: (collectively “Hadrian”) a leading manufacturer of restroom partition systems and lockers primarily used in institutional and commercial end markets.
−Removed: The combination of World Dryer’s eco-friendly hand dryers, Just Manufacturing's stainless steel product portfolio, Hadrian’s partition systems and Zurn Elkay's water-efficient hygienic and environmental products allows us to deliver a bundle of products known as "BrightShield by Zurn" to our customers, what we believe is the most comprehensive hygienic and environmental content to new and existing buildings.
−Removed: In fiscal 2022, we completed the merger with Elkay, a leading manufacturer and distributor of drinking water solutions and commercial and residential sinks.
−Removed: Elkay offers a wide array of sinks recognized for their design, durability and aesthetics.
−Removed: These products are commonly used in education, healthcare, hotel and lodging, office, retail, transportation, recreation and leisure, public, industrial, and residential applications.
−Removed: Elkay's sinks are sold in various forms, with stainless steel representing the most popular, followed by quartz, fireclay-ceramic, cast iron, and other materials.
+Added: Zurn Elkay's hygienic and environmental products also include stainless steel, quartz, fireclay-ceramic, and cast iron sinks marketed under the Elkay® brand name and stainless steel sinks and plumbing fixtures marketed under the JUST® brand name, as well as restroom partition systems and lockers, marketed under the Hadrian® brand name, which are primarily used in institutional and commercial end markets.
+Added: The combination of Elkay's wide array of sinks recognized for their design, durability and aesthetics, World Dryer’s eco-friendly hand dryers, Just Manufacturing's stainless steel product portfolio, Hadrian’s partition systems and Zurn Elkay's water-efficient hygienic and environmental products allows us to deliver a bundle of products to our customers, what we believe is the most comprehensive hygienic and environmental content to new and existing buildings.
Mergers and acquisitions are a critical part of the Zurn Elkay growth strategy.
Our strategy is to grow strategically by acquiring leading companies in attractive markets with businesses that we believe will benefit from ZEBS to increase customer satisfaction, revenue growth and operating margins.
−Removed: In our last three fiscal years, we have completed several acquisitions focused on expanding our product portfolio and presence in the end markets we serve;
−Removed: those acquisitions are further described below.
−Removed: The respective purchase prices for these transactions are stated net of cash acquired and exclude transaction costs.
+Added: In 2022, we completed the Elkay Merger, which expanded our product portfolio and presence in the end markets we serve;
+Added: that transaction is further described below.
+Added: The purchase price for this transaction is stated net of cash acquired and excludes transaction costs.
• July 1, 2022 - We completed the merger with Elkay, a market leader of drinking water solutions and commercial sinks which complements the offerings of our existing product portfolio.
−Removed: The purchase price (after final purchase price adjustments) was $1,457.8 million.
−Removed: The purchase price included 51,378,504 shares of Zurn's common stock ($1,411.9 million based on Zurn's closing stock price of $27.48 on July 1, 2022), and $45.9 million of net cash payments for the repayment of Elkay's existing term loan and Elkay's transaction related costs outstanding that were in excess of Elkay's cash and cash equivalents balance at the time of closing.
+Added: The final purchase price (after final purchase price adjustments) was $1,457.8 million.
+Added: The purchase price included 51,378,504 shares of Zurn's common stock ($1,411.9 million based on Zurn's closing stock price of $27.48 per share on July 1, 2022), and $45.9 million of net cash payments for the repayment of Elkay's existing term loan and Elkay's transaction related costs outstanding that were in excess of Elkay's cash and cash equivalents balance at the time of closing.
The number of shares issued in connection with the merger represented approximately 29% of outstanding shares immediately following the Merger.
−Removed: • November 17, 2021 - We expanded our high-quality flow systems portfolio with the acquisition of the Wade product line, which includes a wide range of specified commercial flow systems products for customers across North America.
−Removed: The acquisition leveraged our existing expertise in flow systems to expand our market coverage and offer an additional brand of drainage and environmental products.
−Removed: The cash purchase price (net of final purchase price adjustments) was $12.6 million.
−Removed: • April 16, 2021 - We acquired substantially all of the assets of ATS GREASEwatch, a developer, manufacturer and marketer of remote tank monitoring devices, alarms, software and services for various applications, and the acquisition provides technology to enhance and expand our current product offerings and complements our existing product portfolio.
−Removed: The cash purchase price was $4.5 million.
Our water safety and control, flow systems, hygienic and environmental, and drinking water products are sold for new construction, remodeling and retrofit applications to customers in institutional, commercial, waterworks and residential end markets and are distributed through independent sales representatives, plumbing wholesalers and industry-specific distributors in the waterworks, foodservice, industrial, janitorial, sanitation and siteworks industries.
−Removed: Our independent sales representatives work with building owners, engineers, architects, and operators, contractors, and builders, to specify our products for their use and with wholesalers to assess and meet the needs of building contractors in construction projects.
+Added: Our independent sales representatives work with building owners, engineers, architects, operators, contractors, and builders, to specify our products for their use and with wholesalers to assess and meet the needs of building contractors in construction projects.
They also combine knowledge of our products’ installation methods and delivery availability with local market expertise to provide contractors with value-added service.
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The Company’s largest customer accounted for 19%, 20% and 22% of consolidated net sales for the years ended December 31, 2024, 2023, and 2022, respectively.
−Removed: No other customers account for more than 10% of consolidated net sales for the years ended December 31, 2023, the 2022, or 2021.
+Added: No other customers account for more than 10% of consolidated net sales for the years ended December 31, 2024, 2023, or 2022.
Product Development
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Our secure online portal, plumbSMART™, allows for real-time insights from our Connected Products including wireless monitoring of usage trends, water consumption, possible issues and alerts through digitally connected product solutions that can be retrofitted to the installed base of our products.
−Removed: This information is used by our customers’ operations and maintenance staff through their
−Removed: facility and automation control systems and cloud-based portals to minimize unplanned system downtime and improve the productivity and safety of their operations.
+Added: This information is used by our customers’ operations and maintenance staff through their facility and automation control systems and cloud-based portals to minimize unplanned system downtime and improve the productivity and safety of their operations.
Suppliers and Raw Materials
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The key materials used in our manufacturing activities include:
−Removed: brass, castings, copper, zinc, stainless steel, forgings, plate steel, high-performance engineered plastic and resin.
+Added: bronze, iron, brass, stainless steel, carbon steel, zinc, and engineered plastics.
Our global sourcing strategy is to maintain alternate sources of supply for our important materials and components wherever possible.
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Approximately 160 of our United States employees are represented by labor unions.
−Removed: We are currently party to three collective bargaining agreements in the United States with expiration dates in October 2024 and November 2026.
+Added: We are currently party to four collective bargaining agreements in the United States with expiration dates in November 2026, October 2027, and January 2028.
We believe we have a strong relationship with our employees, including those represented by labor unions.
Zurn Elkay strives to attract, retain and develop the talent necessary to meet our goals.
−Removed: Our Human Resources programs are designed to, among other aims, foster diversity and inclusion, develop talent for critical roles and leadership positions, reward and support associates through competitive compensation and benefits, and promote the health and safety of our associates.
−Removed: Diversity and Inclusion:
−Removed: We are committed to fostering, cultivating and preserving a culture of diversity and inclusion where our associates are engaged and fulfilled.
+Added: Our Human Resources programs are designed to, among other aims, develop talent for critical roles and leadership positions, reward and support associates through competitive compensation and benefits, and promote the health and safety of our associates.
+Added: We are committed to fostering, cultivating and preserving a culture of inclusion and belonging where our associates are engaged and fulfilled.
We recognize and value our associates for the unique perspectives they bring to Zurn Elkay – from different ages, ethnic and cultural backgrounds, sexual orientation, gender identity and expression, veteran status and abilities, including individuals who bring diverse opinions, experience and leadership styles to their work at Zurn Elkay.
−Removed: Inclusion is built into our key human resources programs and processes.
−Removed: We believe this collective diversity makes our business stronger.
Training and Talent Development:
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Each year all employees are trained on various policies and procedures along with matters specific to their respective roles within the organization.
−Removed: We monitor metrics to ensure the health of our company
−Removed: culture and alignment with our values and strategic business priorities.
+Added: We monitor metrics to ensure the health of our company culture and alignment with our values and strategic business priorities.
Each year, we survey our employees to better understand what matters most to them.
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To be our best and maintain integrity in everything we do, we strive to provide associates with the right tools and resources.
−Removed: Through continual training and engaging associates and visitors in addressing safety issues, we have reduced our Total Recordable Incident Rate ("TRIR") by 44% when compared to the combined Zurn Elkay rate for calendar year 2022 an d also reduced our Lost Time Incident Rate ("LTIR") by 30% over the same period.
+Added: Through continual training and engaging associates and visitors in addressing safety issues, we have reduced our Total Recordable Incident Rate ("TRIR") by 46% when compared to the combined Zurn Elkay rate for calendar year 2022, at the time of the Merger, an d also reduced our Lost Time Incident Rate ("LTIR") by 70% over the same period.
At 0.65 TRIR and 0.11 LTIR per 100 associates, we are better than best-in-class benchmarks.
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Such liability can be imposed without regard to fault and, under certain circumstances, may be joint and several, resulting in one PRP being held responsible for the entire obligation.
−Removed: Liability may also include damages to natural resources.
+Added: Liability may also include damage to natural resources.
On occasion we are involved in such investigations and/or cleanup, and we have been named as a PRP in environmental matters and could be named in future matters.
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Copies of any materials that we file with the SEC can also be obtained free of charge through the SEC's website at www.sec.gov.
−Removed: In addition, our website includes (i) the charters for the Audit Committee, Nominating and Corporate Governance Committee, Compensation Committee, and Environmental, Social and Governance Committee of our Board of Directors;
+Added: In addition, our website includes (i) the charters for the Audit Committee, Nominating and Corporate Governance Committee, Compensation Committee, and Sustainability Committee of our Board of Directors;
(ii) our Corporate Governance Guidelines;
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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.