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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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20-3547095
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01
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New York Stock Exchange
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•
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the spending level for water and wastewater infrastructure;
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•
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the level of manufacturing and construction activity;
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•
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our ability to service our debt obligations; and
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•
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the other factors that are described under the section entitled “RISK FACTORS” in Item 1A of Part I of this annual report.
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Page
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Item 1.
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Item 1A.
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Item 2.
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Item 3.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 10*
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Item 11*
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Item 12*
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Item 13*
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Item 14*
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Item 15
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*
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All or a portion of the referenced section incorporated by reference from our definitive proxy statement that will be issued in connection with the Annual Meeting of Stockholders to be held on January 30, 2013.
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Item 1.
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BUSINESS
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Mueller Co.
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Anvil
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Net sales (in millions)
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$652.4
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$371.5
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Major product lines (estimated product position in U.S. and Canada*)
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Fire hydrants (#1)
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Pipe fittings and couplings (#1)
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Iron gate valves (#1)
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Grooved products (#2)
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Butterfly and ball valves (#1)
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Pipe hangers (#2)
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Plug valves (#2)
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Metering products and systems
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Brass products (#2)
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Selected brand names
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Canada Valve™
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Anvil®
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Echologics
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AnvilStar®
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Hersey®
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Anvil-Strut®
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HydroGate®
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Beck®
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HydroGuard®
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Catawissa™
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Jones®
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Gruvlok®
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LeakFinderRT™
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J.B. Smith™
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LeakListener™
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Merit®
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LeakTuner™
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SPF®
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Mi.Data™
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Mi.Hydrant™
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Mi.Net®
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Milliken™
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Mueller Service
SM
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Mueller Systems
SM
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Mueller®
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Pratt®
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U.S. Pipe Valve and Hydrant
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Primary end users
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Water and wastewater infrastructure
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HVAC, fire protection, industrial, energy and oil & gas
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*
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Product position information is based on our net sales compared to our estimates of the net sales of our principal competitors for these product categories. Our estimates are based on internal analyses and information from trade associations and our distributor networks, where available.
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•
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Cast Iron Fittings.
Cast iron is an economical threaded fittings material and is the standard used in the United States for low pressure applications, such as sprinkler systems and other fire protection systems. We believe that the substantial majority of our cast iron products are used in the fire protection industry, with the remainder used in steam and other HVAC applications.
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•
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Malleable Iron Fittings and Unions
. Malleable iron is a cast iron that is heat-treated to make it stronger, allowing a thinner wall and a lighter product. Malleable iron is primarily used to join pipe in various gas, plumbing and HVAC applications.
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•
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Grooved Fittings, Couplings and Valves.
Grooved products use a threadless pipe-joining method that does not require welding.
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•
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Threaded Steel Pipe Couplings.
Threaded steel pipe couplings are used by plumbing and electrical end users to join pipe and conduit and by pipe mills as threaded end protectors.
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•
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Nipples.
Pipe nipples are used to expand or compress the flow between pipes of different diameters. The pipe nipples product line is a complementary product offering that is packaged with cast iron fittings for fire protection products, malleable iron fittings for industrial applications and our forged steel products for oil & gas and chemical applications. Pipe nipples are also general plumbing items.
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September 30,
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||||||
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2012
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2011
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(in millions)
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||||||
Henry Pratt
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$
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64.1
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$
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57.7
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Mueller Systems
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21.9
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13.2
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Location
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Expiration of current agreement(s)
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Albertville, AL
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September 2014
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Aurora, IL
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August 2015
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Decatur, IL
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June 2016
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University Park, IL
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April 2014
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Bloomington, MN
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March 2015
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Columbia, PA
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April 2014 and May 2014
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Chattanooga, TN
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September 2013 and October 2014
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Henderson, TN
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December 2015
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St. Jerome, Canada
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November 2014
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Simcoe, Canada
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November 2013
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•
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difficulties in obtaining and verifying full information regarding a business or technology prior to the consummation of the transaction, including the identification and assessment of liabilities, claims or other circumstances, including those relating to intellectual property claims, that could result in litigation or regulatory exposure;
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•
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verifying the financial statements and other business information of an acquired business;
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•
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entering into new markets in which we have little or no experience or in which competitors may have stronger market positions;
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•
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dilution of interests of holders of our common shares through the issuance of equity securities or equity-linked securities; and
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•
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inability to achieve expected synergies.
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Item 2.
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PROPERTIES
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Location
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Activity
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Size
(sq. ft.)
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Owned or
leased
|
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Mueller Co.:
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Albertville, AL
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Manufacturing
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422,000
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Leased
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Aurora, IL
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Manufacturing and distribution
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230,000
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Owned
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Decatur, IL
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Manufacturing
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467,000
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Owned
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Hammond, IN
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Manufacturing
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51,000
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Owned
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Cleveland, NC
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Manufacturing
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|
190,000
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|
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Owned
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Chattanooga, TN
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Manufacturing and research and development
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547,000
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Owned
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Cleveland, TN
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Manufacturing
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40,000
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Owned
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Brownsville, TX
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Manufacturing
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108,000
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Leased
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Barrie, Ontario
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Distribution
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50,000
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Leased
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St. Jerome, Quebec
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Manufacturing
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55,000
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Owned
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Jingmen, China
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Manufacturing
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154,000
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Owned
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Anvil:
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Ontario, CA
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Distribution
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73,000
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Leased
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University Park, IL
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Distribution
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192,000
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Leased
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Bloomington, MN
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Distribution
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105,000
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Owned
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Columbia, PA
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Manufacturing and distribution
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663,000
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Owned
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Greencastle, PA
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Manufacturing
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133,000
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Owned
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Waynesboro, PA
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Manufacturing
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73,000
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Owned
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North Kingstown, RI
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Manufacturing and research and development
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167,000
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Leased
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Henderson, TN
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Manufacturing
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180,000
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Owned
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Houston, TX
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Manufacturing and distribution
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105,000
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Owned
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Irving, TX
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Distribution
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218,000
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|
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Leased
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Longview, TX
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Manufacturing
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114,000
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Owned
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Simcoe, Ontario
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Distribution
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126,000
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Owned
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Corporate:
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Atlanta, GA
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Corporate headquarters
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25,000
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Leased
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Item 3.
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LEGAL PROCEEDINGS
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Item 5.
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MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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High
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Low
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Dividends per share
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||||||
2012:
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4th quarter
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$
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4.93
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$
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3.33
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$
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0.0175
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3rd quarter
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4.06
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3.12
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0.0175
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2nd quarter
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3.57
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2.47
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0.0175
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1st quarter
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3.15
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1.96
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0.0175
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2011:
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4th quarter
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$
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4.09
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$
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1.94
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$
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0.0175
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3rd quarter
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4.80
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3.49
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0.0175
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2nd quarter
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4.73
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3.61
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0.0175
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1st quarter
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4.45
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2.80
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0.0175
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Item 6.
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SELECTED FINANCIAL DATA
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2012
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2011
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2010
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2009
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2008
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(in millions, except per share data)
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Statement of operations data:
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Net sales
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$
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1,023.9
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$
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964.6
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$
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959.7
|
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|
$
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1,017.0
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$
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1,313.3
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Cost of sales
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752.8
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|
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716.5
|
|
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700.6
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|
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754.4
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918.1
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|
|||||
Gross profit
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271.1
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|
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248.1
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259.1
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262.6
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395.2
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Selling, general and administrative expenses
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204.2
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191.8
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188.8
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|
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203.5
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|
|
231.7
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|||||
Restructuring
|
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2.8
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|
|
3.6
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|
|
0.6
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6.2
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—
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|||||
Impairment
(1)
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—
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—
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—
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|
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911.4
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|
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—
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|
|||||
Interest expense, net
|
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59.9
|
|
|
65.6
|
|
|
68.0
|
|
|
78.4
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|
|
72.3
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|
|||||
Loss on early extinguishment of debt, net
|
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1.5
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|
—
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4.6
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|
|
3.8
|
|
|
—
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|
|||||
Income (loss) before income taxes
|
|
2.7
|
|
|
(12.9
|
)
|
|
(2.9
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)
|
|
(940.7
|
)
|
|
91.2
|
|
|||||
Income tax expense (benefit)
|
|
7.9
|
|
|
(2.9
|
)
|
|
2.5
|
|
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(53.5
|
)
|
|
38.0
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|
|||||
Income (loss) from continuing operations
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|
(5.2
|
)
|
|
(10.0
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)
|
|
(5.4
|
)
|
|
(887.2
|
)
|
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53.2
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|
|||||
Discontinued operations
(2)
|
|
(103.2
|
)
|
|
(28.1
|
)
|
|
(39.8
|
)
|
|
(109.5
|
)
|
|
(11.2
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)
|
|||||
Net income (loss)
|
|
$
|
(108.4
|
)
|
|
$
|
(38.1
|
)
|
|
$
|
(45.2
|
)
|
|
$
|
(996.7
|
)
|
|
$
|
42.0
|
|
Net income (loss) per basic share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(7.61
|
)
|
|
$
|
0.46
|
|
Discontinued operations
|
|
(0.66
|
)
|
|
(0.18
|
)
|
|
(0.26
|
)
|
|
(0.94
|
)
|
|
(0.10
|
)
|
|||||
Net income (loss)
|
|
$
|
(0.69
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(8.55
|
)
|
|
$
|
0.36
|
|
Net income (loss) per diluted share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(7.61
|
)
|
|
$
|
0.46
|
|
Discontinued operations
|
|
(0.66
|
)
|
|
(0.18
|
)
|
|
(0.26
|
)
|
|
(0.94
|
)
|
|
(0.10
|
)
|
|||||
Net income (loss)
|
|
$
|
(0.69
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(8.55
|
)
|
|
$
|
0.36
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
156.5
|
|
|
155.3
|
|
|
154.3
|
|
|
116.6
|
|
|
115.1
|
|
|||||
Diluted
|
|
156.5
|
|
|
155.3
|
|
|
154.3
|
|
|
116.6
|
|
|
115.5
|
|
|||||
Balance sheet data (at September 30):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
83.0
|
|
|
$
|
61.0
|
|
|
$
|
84.0
|
|
|
$
|
61.6
|
|
|
$
|
185.6
|
|
Working capital
|
|
321.5
|
|
|
404.0
|
|
|
452.7
|
|
|
525.3
|
|
|
755.6
|
|
|||||
Property, plant and equipment, net
|
|
144.7
|
|
|
145.7
|
|
|
157.0
|
|
|
178.8
|
|
|
193.9
|
|
|||||
Assets held for sale
|
|
—
|
|
|
249.7
|
|
|
260.0
|
|
|
281.2
|
|
|
465.9
|
|
|||||
Total assets
|
|
1,240.9
|
|
|
1,485.0
|
|
|
1,568.2
|
|
|
1,739.5
|
|
|
3,090.2
|
|
|||||
Total debt
|
|
622.8
|
|
|
678.3
|
|
|
692.2
|
|
|
740.2
|
|
|
1,095.5
|
|
|||||
Long-term liabilities
|
|
841.3
|
|
|
911.2
|
|
|
979.2
|
|
|
1,082.0
|
|
|
1,466.4
|
|
|||||
Liabilities held for sale
|
|
—
|
|
|
56.9
|
|
|
41.1
|
|
|
55.4
|
|
|
1.1
|
|
|||||
Total liabilities
|
|
1,009.7
|
|
|
1,106.0
|
|
|
1,162.9
|
|
|
1,303.2
|
|
|
1,761.3
|
|
|||||
Stockholders’ equity
|
|
231.2
|
|
|
379.0
|
|
|
405.3
|
|
|
436.3
|
|
|
1,328.9
|
|
|||||
Other data (year ended September 30):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
(3)
|
|
60.6
|
|
|
63.1
|
|
|
65.6
|
|
|
69.0
|
|
|
70.4
|
|
|||||
Capital expenditures
(3)
|
|
31.4
|
|
|
23.1
|
|
|
21.8
|
|
|
28.5
|
|
|
29.6
|
|
|||||
Cash dividends declared per share
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
(1)
|
In
2009
, goodwill was determined to be fully impaired resulting in charges of
$717.3 million
for Mueller Co., and
$92.7 million
for Anvil. Mueller Co.'s trademarks and trade names were determined to be partially impaired resulting in a charge of
$101.4 million
.
|
(2)
|
In 2012, we sold our former U.S. Pipe segment. U.S. Pipe's results of operations have been reclassified as discontinued operations and its assets and liabilities reclassified as held for sale for all periods presented.
|
(3)
|
Excludes discontinued operations.
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Year ended September 30, 2012
|
||||||||||||||
|
Mueller Co.
|
|
Anvil
|
|
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales
|
$
|
652.4
|
|
|
$
|
371.5
|
|
|
$
|
—
|
|
|
$
|
1,023.9
|
|
Gross profit
|
$
|
162.8
|
|
|
$
|
108.3
|
|
|
$
|
—
|
|
|
$
|
271.1
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
102.6
|
|
|
70.7
|
|
|
30.9
|
|
|
204.2
|
|
||||
Restructuring
|
2.5
|
|
|
0.3
|
|
|
—
|
|
|
2.8
|
|
||||
|
105.1
|
|
|
71.0
|
|
|
30.9
|
|
|
207.0
|
|
||||
Operating income (loss)
|
$
|
57.7
|
|
|
$
|
37.3
|
|
|
$
|
(30.9
|
)
|
|
64.1
|
|
|
Interest expense, net
|
|
|
|
|
|
|
59.9
|
|
|||||||
Loss on early extinguishment of debt
|
|
|
|
|
|
|
1.5
|
|
|||||||
Loss before income taxes
|
|
|
|
|
|
|
2.7
|
|
|||||||
Income tax expense
|
|
|
|
|
|
|
7.9
|
|
|||||||
Loss from continuing operations
|
|
|
|
|
|
|
(5.2
|
)
|
|||||||
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
(103.2
|
)
|
|||||||
Net loss
|
|
|
|
|
|
|
$
|
(108.4
|
)
|
||||||
|
|
|
|
|
|
|
|
||||||||
|
Year ended September 30, 2011
|
||||||||||||||
|
Mueller Co.
|
|
Anvil
|
|
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales
|
$
|
605.5
|
|
|
$
|
359.1
|
|
|
$
|
—
|
|
|
$
|
964.6
|
|
Gross profit
|
$
|
147.0
|
|
|
$
|
101.1
|
|
|
$
|
—
|
|
|
$
|
248.1
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
91.8
|
|
|
68.1
|
|
|
31.9
|
|
|
191.8
|
|
||||
Restructuring
|
1.4
|
|
|
1.2
|
|
|
1.0
|
|
|
3.6
|
|
||||
|
93.2
|
|
|
69.3
|
|
|
32.9
|
|
|
195.4
|
|
||||
Operating income (loss)
|
$
|
53.8
|
|
|
$
|
31.8
|
|
|
$
|
(32.9
|
)
|
|
52.7
|
|
|
Interest expense, net
|
|
|
|
|
|
|
65.6
|
|
|||||||
Loss before income taxes
|
|
|
|
|
|
|
(12.9
|
)
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
(2.9
|
)
|
|||||||
Loss from continuing operations
|
|
|
|
|
|
|
(10.0
|
)
|
|||||||
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
(28.1
|
)
|
|||||||
Net income (loss)
|
|
|
|
|
|
|
$
|
(38.1
|
)
|
|
2012
|
|
2011
|
||||
|
(in millions)
|
||||||
7.375% Senior Subordinated Notes
|
$
|
31.0
|
|
|
$
|
31.0
|
|
8.75% Senior Unsecured Notes
|
19.3
|
|
|
20.0
|
|
||
Interest rate swap contracts
|
5.0
|
|
|
8.0
|
|
||
ABL Agreement borrowings
|
1.1
|
|
|
1.9
|
|
||
Deferred financing fees amortization
|
2.3
|
|
|
2.3
|
|
||
Other interest expense
|
1.5
|
|
|
2.7
|
|
||
|
60.2
|
|
|
65.9
|
|
||
Interest income
|
(0.3
|
)
|
|
(0.3
|
)
|
||
|
$
|
59.9
|
|
|
$
|
65.6
|
|
|
Year ended September 30, 2011
|
||||||||||||||
|
Mueller Co.
|
|
Anvil
|
|
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales
|
$
|
605.5
|
|
|
$
|
359.1
|
|
|
$
|
—
|
|
|
$
|
964.6
|
|
Gross profit
|
$
|
147.0
|
|
|
$
|
101.1
|
|
|
$
|
—
|
|
|
$
|
248.1
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
91.8
|
|
|
68.1
|
|
|
31.9
|
|
|
191.8
|
|
||||
Restructuring
|
1.4
|
|
|
1.2
|
|
|
1.0
|
|
|
3.6
|
|
||||
|
93.2
|
|
|
69.3
|
|
|
32.9
|
|
|
195.4
|
|
||||
Operating income (loss)
|
$
|
53.8
|
|
|
$
|
31.8
|
|
|
$
|
(32.9
|
)
|
|
52.7
|
|
|
Interest expense, net
|
|
|
|
|
|
|
65.6
|
|
|||||||
Loss before income taxes
|
|
|
|
|
|
|
(12.9
|
)
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
(2.9
|
)
|
|||||||
Loss from continuing operations
|
|
|
|
|
|
|
(10.0
|
)
|
|||||||
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
(28.1
|
)
|
|||||||
Net loss
|
|
|
|
|
|
|
$
|
(38.1
|
)
|
|
Year ended September 30, 2010
|
||||||||||||||
|
Mueller Co.
|
|
Anvil
|
|
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales
|
$
|
612.8
|
|
|
$
|
346.9
|
|
|
$
|
—
|
|
|
$
|
959.7
|
|
Gross profit
|
$
|
170.3
|
|
|
$
|
88.8
|
|
|
$
|
—
|
|
|
$
|
259.1
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
89.2
|
|
|
66.2
|
|
|
33.4
|
|
|
188.8
|
|
||||
Restructuring
|
0.1
|
|
|
0.5
|
|
|
—
|
|
|
0.6
|
|
||||
|
89.3
|
|
|
66.7
|
|
|
33.4
|
|
|
189.4
|
|
||||
Operating income (loss)
|
$
|
81.0
|
|
|
$
|
22.1
|
|
|
$
|
(33.4
|
)
|
|
69.7
|
|
|
Interest expense, net
|
|
|
|
|
|
|
68.0
|
|
|||||||
Loss on early extinguishment of debt, net
|
|
|
|
|
|
|
4.6
|
|
|||||||
Loss before income taxes
|
|
|
|
|
|
|
(2.9
|
)
|
|||||||
Income tax expense
|
|
|
|
|
|
|
2.5
|
|
|||||||
Loss from continuing operations
|
|
|
|
|
|
|
(5.4
|
)
|
|||||||
Loss from discontinued operations, net of tax
|
|
|
|
|
|
|
(39.8
|
)
|
|||||||
Net loss
|
|
|
|
|
|
|
$
|
(45.2
|
)
|
|
2011
|
|
2010
|
||||
|
(in millions)
|
||||||
7.375% Senior Subordinated Notes
|
$
|
31.0
|
|
|
$
|
31.0
|
|
8.75% Senior Unsecured Notes
|
20.0
|
|
|
2.0
|
|
||
2007 Credit Agreement, including swap contracts
|
8.0
|
|
|
28.8
|
|
||
ABL Agreement borrowings
|
1.9
|
|
|
0.2
|
|
||
Deferred financing fees amortization
|
2.3
|
|
|
2.9
|
|
||
Other interest expense
|
2.7
|
|
|
3.4
|
|
||
|
65.9
|
|
|
68.3
|
|
||
Interest income
|
(0.3
|
)
|
|
(0.3
|
)
|
||
|
$
|
65.6
|
|
|
$
|
68.0
|
|
|
2012
|
|
2011
|
||||
|
(in millions)
|
||||||
Collections from customers
|
$
|
1,005.4
|
|
|
$
|
951.0
|
|
Disbursements, other than interest and income taxes
|
(882.2
|
)
|
|
(839.5
|
)
|
||
Interest payments, net
|
(53.3
|
)
|
|
(54.8
|
)
|
||
Income tax refunds (payments), net
|
6.9
|
|
|
(4.6
|
)
|
||
Cash provided by operating activities
|
$
|
76.8
|
|
|
$
|
52.1
|
|
•
|
limitations on other debt, liens, investments and guarantees;
|
•
|
restrictions on dividends and redemptions of our capital stock and prepayments and redemptions of debt; and
|
•
|
restrictions on mergers and acquisition, sales of assets and transaction with affiliates.
|
|
September 30, 2012
|
|
September 30, 2011
|
||||
|
Moody’s
|
|
Standard &
Poor’s
|
|
Moody’s
|
|
Standard &
Poor’s
|
|
|
|
|
|
|||
Corporate credit rating
|
B3
|
|
B
|
|
B3
|
|
B
|
ABL Agreement
|
Not rated
|
|
Not rated
|
|
Not rated
|
|
Not rated
|
8.75% Senior Unsecured Notes
|
B2
|
|
B+
|
|
B2
|
|
B+
|
7.375% Senior Subordinated Notes
|
Caa2
|
|
CCC+
|
|
Caa2
|
|
CCC+
|
Outlook
|
Positive
|
|
Stable
|
|
Stable
|
|
Stable
|
|
Less than
1 year
|
|
1-3
years
|
|
4-5
years
|
|
After
5 years
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments
(1)
|
$
|
1.1
|
|
|
$
|
1.6
|
|
|
$
|
420.2
|
|
|
$
|
202.5
|
|
|
$
|
625.4
|
|
Interest
|
48.9
|
|
|
97.7
|
|
|
97.5
|
|
|
53.2
|
|
|
297.3
|
|
|||||
Operating leases
|
6.6
|
|
|
9.8
|
|
|
6.4
|
|
|
2.2
|
|
|
25.0
|
|
|||||
Unconditional purchase obligations
(2)
|
59.2
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
59.3
|
|
|||||
Other noncurrent liabilities
(3)
|
0.2
|
|
|
0.3
|
|
|
0.2
|
|
|
0.5
|
|
|
1.2
|
|
|||||
|
$
|
116.0
|
|
|
$
|
109.5
|
|
|
$
|
524.3
|
|
|
$
|
258.4
|
|
|
$
|
1,008.2
|
|
(1)
|
The long-term debt balance at
September 30, 2012
is net of
$2.6 million
of unamortized discount on the 8.75% Senior Unsecured Notes.
|
(2)
|
Includes contractual obligations for purchases of raw materials and capital expenditures.
|
(3)
|
Consists of obligations for other postretirement benefits and represents the estimated minimum payments required to meet obligations. Required pension contributions for
2013
are less than $1 million. Actual payments may differ. We have not estimated required pension contributions beyond
2013
.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Item 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Position
|
|
Gregory E. Hyland
|
|
61
|
|
|
Chairman of the board of directors, President and Chief Executive Officer
|
Keith L. Belknap
|
|
54
|
|
|
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
|
Robert D. Dunn
|
|
55
|
|
|
Senior Vice President, Human Resources
|
Thomas E. Fish
|
|
57
|
|
|
President, Anvil
|
Evan L. Hart
|
|
47
|
|
|
Senior Vice President and Chief Financial Officer
|
Robert P. Keefe
|
|
58
|
|
|
Senior Vice President and Chief Technology Officer
|
Kevin G. McHugh
|
|
54
|
|
|
Vice President and Controller
|
Gregory S. Rogowski
|
|
53
|
|
|
President, Mueller Co.
|
Marietta Edmunds Zakas
|
|
53
|
|
|
Senior Vice President, Strategy, Corporate Development and Communications
|
Howard L. Clark, Jr.
|
|
68
|
|
|
Director
|
Shirley C. Franklin
|
|
67
|
|
|
Director
|
Thomas J. Hansen
|
|
63
|
|
|
Director
|
Jerry W. Kolb
|
|
76
|
|
|
Director
|
Joseph B. Leonard
|
|
69
|
|
|
Director
|
Mark J. O’Brien
|
|
69
|
|
|
Director
|
Bernard G. Rethore
|
|
71
|
|
|
Director
|
Neil A. Springer
|
|
74
|
|
|
Director
|
Lydia W. Thomas
|
|
68
|
|
|
Director
|
Michael T. Tokarz
|
|
62
|
|
|
Director
|
Item 11.
|
EXECUTIVE COMPENSATION
|
Item 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
|
Number of securities
to be issued
upon exercise of
outstanding options,
warrants and rights
|
|
Weighted average
exercise price of
outstanding options,
warrants and rights
|
|
Number of securities
remaining available
for future issuance
|
|||||||
Equity compensation plans approved by stockholders:
|
|
|
|
|
|
|
|
|
||||
Mueller Water Products, Inc. 2006 Stock Incentive Plan
|
7,946,372
|
|
(1)
|
|
$
|
6.30
|
|
(2)
|
|
8,890,767
|
|
(3)
|
Mueller Water Products, Inc. 2006 Employee Stock Purchase Plan
|
87,390
|
|
|
|
3.08
|
|
|
|
2,177,336
|
|
(4)
|
|
Total
|
8,033,762
|
|
|
|
|
|
|
11,068,103
|
|
|
||
Equity compensation plans not approved by stockholders
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
(1)
|
Consists of shares to be issued upon exercise or vesting of outstanding stock awards granted under the Mueller Water Products, Inc. 2006 Stock Incentive Plan.
|
(2)
|
Weighted average exercise price of 5,522,610 outstanding stock options.
|
(3)
|
The number of shares available for future issuance under the Mueller Water Products, Inc. 2006 Stock Incentive Plan is 20,500,000 shares less the cumulative number of awards granted under the plan plus the cumulative number of awards canceled under the plan after January 25, 2012.
|
(4)
|
The number of shares available for future issuance under the Mueller Water Products, Inc. 2006 Employee Stock Purchase Plan is 4,000,000 shares less the cumulative number of shares issued under the plan.
|
Item 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Item 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Index to financial statements
|
|
Page
number
|
Reports of Independent Registered Public Accounting Firm
|
|
F-1
|
Consolidated Balance Sheets at September 30, 2012 and 2011
|
|
F-3
|
Consolidated Statements of Operations and Other Comprehensive Income for the years ended September 30, 2012, 2011 and 2010
|
|
F-4
|
Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2012, 2011 and 2010
|
|
F-5
|
Consolidated Statements of Cash Flows for the years ended September 30, 2012, 2011 and 2010
|
|
F-6
|
Notes to Consolidated Financial Statements
|
|
F-7
|
(b)
|
Financial Statement Schedules
|
(c)
|
Exhibits
|
Exhibit
no.
|
|
Document
|
2.1
|
|
Agreement and Plan of Merger dated as of June 17, 2005 among Mueller Water Products, Inc., Walter Industries, Inc., JW MergerCo, Inc. and DLJ Merchant Banking II, Inc., as stockholders’ representative. Incorporated by reference to Exhibit 2.1 to Mueller Water Products, Inc. Form 8-K (File no. 333-116590) filed on June 21, 2005.
|
2.1.1
|
|
Letter Agreement dated as of February 23, 2006 between Walter Industries, Inc. and Mueller Water Products, Inc. Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc. Form 8-K (File no. 333-131521) filed February 27, 2006.
|
2.2
|
|
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. Incorporated by reference to Exhibit 2.1 Mueller Water Products, Inc. Form 8-K (File no. 333-116590) filed on February 3, 2006.
|
3.1
|
|
Second Restated Certificate of Incorporation 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 January 25, 2012.
|
3.1.1
|
|
Certificate of Merger, dated February 2, 2006, of Mueller Water Products, LLC and Mueller Water Products Co-Issuer, Inc. with and into Mueller Holding Company, Inc. Incorporated by reference to Exhibit 3.1.2 to Mueller Water Products, Inc. Form 8-K (File no. 333-116590) filed on February 3, 2006.
|
Exhibit
no.
|
|
Document
|
3.2
|
|
Amended and Restated Bylaws of Mueller Water Products, Inc. Incorporated by reference to Exhibit 3.2 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on January 25, 2012.
|
4.1
|
|
Indenture dated as of May 24, 2007 among Mueller Water Products, Inc., the guarantors named on the signature pages thereto and The Bank of New York (including form of global notes). Incorporated by reference to Exhibit 4.6 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on May 30, 2007.
|
4.2
|
|
Indenture, dated August 26, 2010, among Mueller Water Products, Inc., the guarantors named on the signature pages thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of global notes). Incorporated by reference to Exhibit 4.6 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on August 27, 2010.
|
10.2
|
|
Income Tax Allocation Agreement by and among Walter Industries, Inc., the Walter Affiliates (as defined therein), Mueller Water Products, Inc. and the Mueller Affiliates (as defined therein). Incorporated by reference to Exhibit 10.2 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on May 30, 2006.
|
10.3*
|
|
Mueller Water Products, Inc. Amended and Restated 2006 Stock Incentive Plan. Incorporated by reference to Exhibit A to Mueller Water Products, Inc. Form DEF 14A (File no. 001-32892) filed on December 14, 2011.
|
10.4
|
|
Mueller Water Products, Inc. Form of Notice of Stock Option Grant. Incorporated by reference to Exhibit 10.21 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on February 9, 2010.
|
10.5**
|
|
Mueller Water Products, Inc. Form of Restricted Stock Unit Award Agreement.
|
10.6*
|
|
Mueller Water Products, Inc. 2006 Employee Stock Purchase Plan, as amended September 27, 2006. Incorporated by reference to Exhibit 10.5 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on December 21, 2006.
|
10.7*
|
|
Mueller Water Products, Inc. Directors’ Deferred Fee Plan. Incorporated by reference to Exhibit 10.7 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on May 30, 2006.
|
10.8*
|
|
Form of Mueller Water Products, Inc. Director Indemnification Agreement. Incorporated by reference to Exhibit 99.2 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on October 31, 2008.
|
10.9*
|
|
Executive Incentive Plan of Mueller Water Products, Inc. Incorporated by reference to Exhibit 10.6 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on May 30, 2006.
|
10.10*
|
|
Mueller Water Products, Inc. Executive Deferred Compensation Plan. Incorporated by reference to Exhibit 99.3 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on October 31, 2008.
|
10.11*
|
|
Employment Agreement, dated September 15, 2008 between Mueller Water Products, Inc. and Gregory E. Hyland. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on October 6, 2008.
|
10.11.1*
|
|
Amendment, dated as of March 2, 2006, to Executive Employment Agreement dated September 9, 2005 between Walter Industries, Inc. and Gregory E. Hyland. Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc. Form 8-K (File no. 333-131521) filed on March 3, 2006.
|
10.11.2*
|
|
Amended and Restated Mueller Water Products, Inc. Supplemental Defined Contribution Plan, effective as of January 1, 2009. Incorporated by reference to Exhibit 10.13.2 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on February 9, 2009.
|
10.11.3*
|
|
Amendment, dated December 1, 2009, to Executive Employment Agreement, dated September 9, 2005, between Mueller Water Products, Inc. and Gregory E. Hyland. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 4, 2009.
|
10.11.4*
|
|
Amendment, dated December 1, 2010, to Executive Employment Agreement, dated September 9, 2005, between Mueller Water Products, Inc. and Gregory E. Hyland. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 6, 2010.
|
10.11.5*
|
|
Amendment, dated March 31, 2012, to Executive Employment Agreement, dated September 9, 2005, between Mueller Water Products, Inc. and Gregory E. Hyland. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on May 10, 2012.
|
10.12*
|
|
Executive Employment Agreement, dated as of July 16, 2008, between Mueller Water Products, Inc. and Evan L. Hart. Incorporated by reference to Exhibit 10.18 to Mueller Water Products, Inc. Form 10-Q (File 001-32892) filed on August 11, 2008.
|
10.12.1*
|
|
Amendment, dated December 1, 2009, to Executive Employment Agreement, dated September 6, 2006, between Mueller Water Products, Inc. and Evan L. Hart. Incorporated by reference to Exhibit 99.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 4, 2009.
|
10.12.2
|
|
Amendment, dated March 31, 2012, to Executive Employment Agreement, dated September 6, 2006, between Mueller Water Products, Inc. and Evan L. Hart. Incorporated by reference to Exhibit 99.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-3892) filed on May 10, 2012.
|
Exhibit
no.
|
|
Document
|
10.13*
|
|
Employment Agreement, dated as of July 31, 2006, between Mueller Water Products, Inc. and Thomas E. Fish. Incorporated by reference to Exhibit 10.2 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on August 3, 2006.
|
10.13.1*
|
|
Employment Agreement, dated as of February 22, 2010, between Mueller Water Products, Inc. and Thomas E. Fish. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on February 26, 2010.
|
10.13.2*
|
|
Executive Change-in-Control Severance Agreement, dated February 22, 2010, between Mueller Water Products, Inc. and Thomas E. Fish. Incorporated by reference to Exhibit 99.2 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on February 26, 2010.
|
10.13.3
|
|
Amendment, dated March 31, 2012, to Executive Employment Agreement, dated September 9, 2005, between Mueller Water Products, Inc. and Thomas E. Fish. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on May 10, 2012.
|
10.14*
|
|
Joint Litigation Agreement dated December 14, 2006 between Walter Industries, Inc. and Mueller Water Products, Inc. Incorporated by reference to Exhibit 10.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 19, 2006.
|
10.15*
|
|
Form of Executive Change-in-Control Severance Agreement. Incorporated by reference to Exhibit 99.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on October 6, 2008.
|
10.16*
|
|
Form of Amendment to Executive Employment Agreement. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on February 6, 2009.
|
10.17*
|
|
Mueller Water Products, Inc. 2010 Management Incentive Plan. Incorporated by reference to Exhibit 10.20 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on February 9, 2010.
|
10.18*
|
|
Employment Agreement, dated August 9, 2010, between Mueller Water Products, Inc. and Paul Ciolino. Incorporated by reference to Exhibit 10.20 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on August 9, 2010.
|
10.18.1*
|
|
Executive Change-in-Control Severance Agreement, dated August 9, 2010, between Mueller Water Products, Inc. and Paul Ciolino. Incorporated by reference to Exhibit 10.21 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on August 9, 2010.
|
10.18.2*
|
|
Assignment and Amendment of Executive Change-in-Control Severance Agreement, dated June 10, 2011, among Mueller Water Products, Inc., United States Pipe and Foundry Company, LLC and Paul Ciolino. Incorporated by reference to Exhibit 10.23.2 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on June 14, 2011.
|
10.18.3
|
|
Assignment and Assumption Agreement, dated April 2, 2012, between United States Pipe and Foundry Company, LLC and Mueller Water Products, Inc. Incorporated by reference to Exhibit 10.21.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on April 4, 2012.
|
10.19
|
|
Purchase Agreement, dated August 19, 2010, between Mueller Water Products, Inc. and the Guarantors named therein and Banc of America Securities LLC. Incorporated by reference to Exhibit 10.22 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on August 20, 2010.
|
10.20
|
|
Credit Agreement, dated August 26, 2010, among Mueller Water Products, Inc. and the borrowing subsidiaries named on the signature pages thereto, each as a Borrower, certain financial institutions, as Lenders, JPMorgan Chase Bank, N.A., as Syndication Agent, Wells Fargo Bank, National Association and SunTrust Bank, as Co-Documentation Agents, Bank of America, N.A. as Administrative Agent and Banc of America Securities LLC and J.P. Morgan Securities Inc., as Joint Lead Arrangers and Joint Bookrunners. Incorporated by reference to Exhibit 10.23 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on August 27, 2010.
|
10.21*
|
|
Employment Agreement, dated April 10, 2009, between Mueller Water Products, Inc. and Gregory Rogowski. Incorporated by reference to Exhibit 10.26 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 23, 2010.
|
10.21.1*
|
|
Amendment to Employment Agreement, date December 1, 2009, between Mueller Water Products, Inc. and Gregory Rogowski. Incorporated by reference to Exhibit 10.27 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 23, 2010.
|
10.21.2*
|
|
Executive Change-in-Control Severance Agreement, dated May 4, 2009, between Mueller Water Products, Inc. and Gregory Rogowski. Incorporated by reference to Exhibit 10.28 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 23, 2010.
|
10.21.3
|
|
Amendment, dated March 31, 2012, to Executive Employment Agreement, dated September 9, 2005, between Mueller Water Products, Inc. and Gregory Rogowski. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on May 10, 2012.
|
Exhibit
no.
|
|
Document
|
10.22*
|
|
Special Incentive Award Program for Selected Employees of U.S. Pipe, dated June 2011. Incorporated by reference to Exhibit 10.29 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on June 14, 2011.
|
10.23
|
|
Purchase Agreement, dated March 7, 2012, among Mueller Water Products, Inc., Mueller Group, LLC and USP Holdings Inc. Incorporated by reference to Exhibit 2.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on March 8, 2012.
|
10.24**
|
|
Employment Agreement, dated September 15, 2008, between Mueller Water Products, Inc. and Robert Dunn.
|
10.24.1**
|
|
Executive Change-in-Control Severance Agreement, dated September 15, 2008.
|
10.24.2**
|
|
Amendment to Employment Agreement, dated February 6, 2009, between Mueller Water Products, Inc. and Robert Dunn.
|
10.24.3*
|
|
Amendment to Employment Agreement, dated December 1, 2009, between Mueller Water Products, Inc. and Robert Dunn. Incorporated by reference to Exhibit 99.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 4, 2009.
|
10.24.4**
|
|
Amendment to Employment Agreement, dated January 23, 2012, between Mueller Water Products, Inc. and Robert Dunn.
|
10.24.5**
|
|
Amendment to Employment Agreement, dated March 1, 2012, between Mueller Water Products, Inc. and Robert Dunn.
|
10.25**
|
|
Mueller Water Products, Inc. Form of Performance Share Award Agreement.
|
10.26**
|
|
Mueller Water Products, Inc. Form of Performance Share Award Agreement (Stub Period).
|
12.1**
|
|
Computation of Ratio of Earnings to Fixed Charges
|
14.1
|
|
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. 001-32892) filed on November 26, 2008.
|
21.1**
|
|
Subsidiaries of Mueller Water Products, Inc.
|
31.1**
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2**
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1**
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
32.2**
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101**
|
|
The following financial information from the Annual Report on Form 10-K for the year ended September 30, 2011, formatted in XBRL (Extensible Business Reporting Language), (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Other Comprehensive Income, (iii) the Consolidated Statements of Stockholders' Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements.
|
*
|
Management compensatory plan, contract or arrangement
|
**
|
Filed with this annual report
|
MUELLER WATER PRODUCTS, INC.
|
||
|
|
|
By:
|
|
/s/ Gregory E. Hyland
|
|
Name: Gregory E. Hyland
|
|
|
Title:
Chairman, President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Gregory E. Hyland
|
|
Chairman of the Board of Directors, President and Chief Executive Officer (principal executive officer)
|
|
November 29, 2012
|
Gregory E. Hyland
|
|
|
|
|
|
|
|
|
|
/s/ Evan L. Hart
|
|
Senior Vice President and Chief Financial Officer (principal financial officer)
|
|
November 29, 2012
|
Evan L. Hart
|
|
|
|
|
|
|
|
|
|
/s/ Kevin G. McHugh
|
|
Vice President and Controller (principal accounting officer)
|
|
November 29, 2012
|
Kevin G. McHugh
|
|
|
|
|
|
|
|
|
|
/s/ Howard L. Clark
|
|
Director
|
|
November 29, 2012
|
Howard L. Clark
|
|
|
|
|
|
|
|
|
|
/s/ Shirley C. Franklin
|
|
Director
|
|
November 29, 2012
|
Shirley C. Franklin
|
|
|
|
|
|
|
|
|
|
/s/ Thomas J. Hansen
|
|
Director
|
|
November 29, 2012
|
Thomas J. Hansen
|
|
|
|
|
|
|
|
|
|
/s/ Jerry W. Kolb
|
|
Director
|
|
November 29, 2012
|
Jerry W. Kolb
|
|
|
|
|
|
|
|
|
|
/s/ Joseph B. Leonard
|
|
Director
|
|
November 29, 2012
|
Joseph B. Leonard
|
|
|
|
|
|
|
|
|
|
/s/ Mark J. O’Brien
|
|
Director
|
|
November 29, 2012
|
Mark J. O’Brien
|
|
|
|
|
|
|
|
|
|
/s/ Bernard G. Rethore
|
|
Director
|
|
November 29, 2012
|
Bernard G. Rethore
|
|
|
|
|
|
|
|
|
|
/s/ Neil A. Springer
|
|
Director
|
|
November 29, 2012
|
Neil A. Springer
|
|
|
|
|
|
|
|
|
|
/s/ Lydia W. Thomas
|
|
Director
|
|
November 29, 2012
|
Lydia W. Thomas
|
|
|
|
|
|
|
|
|
|
/s/ Michael T. Tokarz
|
|
Director
|
|
November 29, 2012
|
Michael T. Tokarz
|
|
|
|
|
|
September 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in millions, except share amounts)
|
||||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
83.0
|
|
|
$
|
61.0
|
|
Receivables, net
|
166.1
|
|
|
147.4
|
|
||
Inventories
|
183.2
|
|
|
175.9
|
|
||
Deferred income taxes
|
19.6
|
|
|
28.7
|
|
||
Other current assets
|
38.0
|
|
|
43.8
|
|
||
Current assets held for sale
|
—
|
|
|
142.0
|
|
||
Total current assets
|
489.9
|
|
|
598.8
|
|
||
Property, plant and equipment, net
|
144.7
|
|
|
145.7
|
|
||
Identifiable intangible assets
|
573.7
|
|
|
602.4
|
|
||
Other noncurrent assets
|
32.6
|
|
|
30.4
|
|
||
Noncurrent assets held for sale
|
—
|
|
|
107.7
|
|
||
Total assets
|
$
|
1,240.9
|
|
|
$
|
1,485.0
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
1.1
|
|
|
$
|
0.9
|
|
Accounts payable
|
84.5
|
|
|
59.1
|
|
||
Other current liabilities
|
82.8
|
|
|
77.9
|
|
||
Current liabilities held for sale
|
—
|
|
|
56.9
|
|
||
Total current liabilities
|
168.4
|
|
|
194.8
|
|
||
Long-term debt
|
621.7
|
|
|
677.4
|
|
||
Deferred income taxes
|
132.8
|
|
|
154.2
|
|
||
Other noncurrent liabilities
|
86.8
|
|
|
79.6
|
|
||
Total liabilities
|
1,009.7
|
|
|
1,106.0
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 18)
|
|
|
|
|
|
||
|
|
|
|
||||
Common stock: 600,000,000 shares authorized;156,840,648 and 155,793,612 shares outstanding at September 30, 2012 and September 30, 2011, respectively
|
1.6
|
|
|
1.6
|
|
||
Additional paid-in capital
|
1,587.3
|
|
|
1,593.2
|
|
||
Accumulated deficit
|
(1,270.0
|
)
|
|
(1,161.6
|
)
|
||
Accumulated other comprehensive loss
|
(87.7
|
)
|
|
(54.2
|
)
|
||
Total stockholders’ equity
|
231.2
|
|
|
379.0
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,240.9
|
|
|
$
|
1,485.0
|
|
|
Year ended September 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Net sales
|
$
|
1,023.9
|
|
|
$
|
964.6
|
|
|
$
|
959.7
|
|
Cost of sales
|
752.8
|
|
|
716.5
|
|
|
700.6
|
|
|||
Gross profit
|
271.1
|
|
|
248.1
|
|
|
259.1
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
204.2
|
|
|
191.8
|
|
|
188.8
|
|
|||
Restructuring
|
2.8
|
|
|
3.6
|
|
|
0.6
|
|
|||
Total operating expenses
|
207.0
|
|
|
195.4
|
|
|
189.4
|
|
|||
Operating income
|
64.1
|
|
|
52.7
|
|
|
69.7
|
|
|||
Interest expense, net
|
59.9
|
|
|
65.6
|
|
|
68.0
|
|
|||
Loss on early extinguishment of debt
|
1.5
|
|
|
—
|
|
|
4.6
|
|
|||
Income (loss) before income taxes
|
2.7
|
|
|
(12.9
|
)
|
|
(2.9
|
)
|
|||
Income tax expense (benefit)
|
7.9
|
|
|
(2.9
|
)
|
|
2.5
|
|
|||
Loss from continuing operations
|
(5.2
|
)
|
|
(10.0
|
)
|
|
(5.4
|
)
|
|||
Loss from discontinued operations, net of tax
|
(103.2
|
)
|
|
(28.1
|
)
|
|
(39.8
|
)
|
|||
Net loss
|
(108.4
|
)
|
|
(38.1
|
)
|
|
(45.2
|
)
|
|||
|
|
|
|
|
|
||||||
Other comprehensive loss:
|
|
|
|
|
|
||||||
Derivatives
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||
Income tax effects
|
—
|
|
|
—
|
|
|
0.3
|
|
|||
Amortization of interest expense on terminated swap contracts
|
5.0
|
|
|
8.0
|
|
|
6.5
|
|
|||
Income tax effects
|
(2.0
|
)
|
|
(3.1
|
)
|
|
(2.6
|
)
|
|||
Foreign currency translation
|
2.9
|
|
|
(1.1
|
)
|
|
3.4
|
|
|||
Minimum pension liability
|
(39.8
|
)
|
|
19.2
|
|
|
14.6
|
|
|||
Income tax effects
|
0.4
|
|
|
(7.6
|
)
|
|
(5.8
|
)
|
|||
Other
|
—
|
|
|
0.6
|
|
|
—
|
|
|||
|
(33.5
|
)
|
|
16.0
|
|
|
15.7
|
|
|||
Comprehensive loss
|
$
|
(141.9
|
)
|
|
$
|
(22.1
|
)
|
|
$
|
(29.5
|
)
|
|
|
|
|
|
|
||||||
Net loss per basic share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
(0.66
|
)
|
|
(0.18
|
)
|
|
(0.26
|
)
|
|||
Net loss
|
$
|
(0.69
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.29
|
)
|
|
|
|
|
|
|
||||||
Net loss per diluted share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
(0.66
|
)
|
|
(0.18
|
)
|
|
(0.26
|
)
|
|||
Net loss
|
$
|
(0.69
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.29
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
156.5
|
|
|
155.3
|
|
|
154.3
|
|
|||
Diluted
|
156.5
|
|
|
155.3
|
|
|
154.3
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Balance at September 30, 2009
|
$
|
1.5
|
|
|
$
|
1,599.0
|
|
|
$
|
(1,078.3
|
)
|
|
$
|
(85.9
|
)
|
|
$
|
436.3
|
|
Net loss
|
—
|
|
|
—
|
|
|
(45.2
|
)
|
|
—
|
|
|
(45.2
|
)
|
|||||
Dividends declared
|
—
|
|
|
(10.8
|
)
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
8.3
|
|
|
—
|
|
|
—
|
|
|
8.3
|
|
|||||
Stock issued under stock compensation plans
|
—
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
3.5
|
|
|
3.5
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
3.4
|
|
|
3.4
|
|
|||||
Minimum pension liability
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|
8.8
|
|
|||||
Balance at September 30, 2010
|
1.5
|
|
|
1,597.5
|
|
|
(1,123.5
|
)
|
|
(70.2
|
)
|
|
405.3
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
(38.1
|
)
|
|
—
|
|
|
(38.1
|
)
|
|||||
Dividends declared
|
—
|
|
|
(10.9
|
)
|
|
—
|
|
|
—
|
|
|
(10.9
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
5.7
|
|
|
—
|
|
|
—
|
|
|
5.7
|
|
|||||
Stock issued under stock compensation plans
|
0.1
|
|
|
0.9
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
4.9
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|||||
Minimum pension liability
|
—
|
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|
12.2
|
|
|||||
Balance at September 30, 2011
|
1.6
|
|
|
1,593.2
|
|
|
(1,161.6
|
)
|
|
(54.2
|
)
|
|
379.0
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
(108.4
|
)
|
|
—
|
|
|
(108.4
|
)
|
|||||
Dividends declared
|
—
|
|
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
4.9
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|||||
Stock issued under stock compensation plans
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Derivative instruments
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|
3.0
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
2.9
|
|
|||||
Minimum pension liability
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.4
|
)
|
|
(39.4
|
)
|
|||||
Balance at September 30, 2012
|
$
|
1.6
|
|
|
$
|
1,587.3
|
|
|
$
|
(1,270.0
|
)
|
|
$
|
(87.7
|
)
|
|
$
|
231.2
|
|
|
Year ended September 30,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(108.4
|
)
|
|
$
|
(38.1
|
)
|
|
$
|
(45.2
|
)
|
Less: loss from discontinued operations
|
103.2
|
|
|
28.1
|
|
|
39.8
|
|
|||
Loss from continuing operations
|
(5.2
|
)
|
|
(10.0
|
)
|
|
(5.4
|
)
|
|||
Adjustments to reconcile loss from continuing operations to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
31.2
|
|
|
33.9
|
|
|
35.6
|
|
|||
Amortization
|
29.4
|
|
|
29.2
|
|
|
30.0
|
|
|||
Loss on early extinguishment of debt, net
|
1.5
|
|
|
—
|
|
|
4.6
|
|
|||
Stock-based compensation expense
|
5.1
|
|
|
5.0
|
|
|
7.2
|
|
|||
Deferred income taxes
|
7.6
|
|
|
(5.9
|
)
|
|
(10.3
|
)
|
|||
Retirement plans
|
4.6
|
|
|
7.5
|
|
|
9.4
|
|
|||
Interest rate swap contracts
|
5.0
|
|
|
8.0
|
|
|
6.5
|
|
|||
Other, net
|
3.0
|
|
|
5.1
|
|
|
(3.0
|
)
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Receivables
|
(17.6
|
)
|
|
(13.6
|
)
|
|
2.0
|
|
|||
Inventories
|
(6.0
|
)
|
|
24.7
|
|
|
44.3
|
|
|||
Other current assets and other noncurrent assets
|
13.5
|
|
|
1.9
|
|
|
32.5
|
|
|||
Accounts payable and other liabilities
|
4.7
|
|
|
(33.7
|
)
|
|
(55.5
|
)
|
|||
Net cash provided by operating activities
|
76.8
|
|
|
52.1
|
|
|
97.9
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(31.4
|
)
|
|
(23.1
|
)
|
|
(21.8
|
)
|
|||
Acquisitions
|
(1.3
|
)
|
|
(9.2
|
)
|
|
—
|
|
|||
Proceeds from sales of assets
|
0.3
|
|
|
1.1
|
|
|
55.0
|
|
|||
Net cash provided by (used in) investing activities
|
(32.4
|
)
|
|
(31.2
|
)
|
|
33.2
|
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Debt borrowings
|
0.6
|
|
|
0.7
|
|
|
270.5
|
|
|||
Debt paid or repurchased
|
(57.2
|
)
|
|
(15.0
|
)
|
|
(318.5
|
)
|
|||
Common stock issued
|
0.2
|
|
|
1.0
|
|
|
1.0
|
|
|||
Payment of deferred financing fees
|
—
|
|
|
(0.4
|
)
|
|
(9.8
|
)
|
|||
Dividends paid
|
(11.0
|
)
|
|
(10.9
|
)
|
|
(10.8
|
)
|
|||
Other
|
(0.7
|
)
|
|
1.7
|
|
|
1.7
|
|
|||
Net cash used in financing activities
|
(68.1
|
)
|
|
(22.9
|
)
|
|
(65.9
|
)
|
|||
Net cash flows from discontinued operations:
|
|
|
|
|
|
||||||
Operating activities
|
(43.3
|
)
|
|
(12.2
|
)
|
|
(34.7
|
)
|
|||
Investing activities
|
87.5
|
|
|
(8.4
|
)
|
|
(9.6
|
)
|
|||
Net cash provided by (used in) discontinued operations
|
44.2
|
|
|
(20.6
|
)
|
|
(44.3
|
)
|
|||
Effect of currency exchange rate changes on cash
|
1.5
|
|
|
(0.4
|
)
|
|
1.5
|
|
|||
Net change in cash and cash equivalents
|
22.0
|
|
|
(23.0
|
)
|
|
22.4
|
|
|||
Cash and cash equivalents at beginning of year
|
61.0
|
|
|
84.0
|
|
|
61.6
|
|
|||
Cash and cash equivalents at end of year
|
$
|
83.0
|
|
|
$
|
61.0
|
|
|
$
|
84.0
|
|
Note 1.
|
Organization
|
Note 2.
|
Summary of Significant Accounting Policies
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Balance at beginning of year
|
$
|
4.8
|
|
|
$
|
5.3
|
|
|
$
|
3.0
|
|
Provision charged (credited) to expense
|
0.6
|
|
|
(0.1
|
)
|
|
0.4
|
|
|||
Balances written off, net of recoveries
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.8
|
)
|
|||
Reclassifications
|
0.4
|
|
|
—
|
|
|
2.7
|
|
|||
Other
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Balance at end of year
|
$
|
5.7
|
|
|
$
|
4.8
|
|
|
$
|
5.3
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Balance at beginning of year
|
$
|
15.0
|
|
|
$
|
17.3
|
|
|
$
|
20.0
|
|
Provision charged to expense
|
1.8
|
|
|
1.2
|
|
|
1.7
|
|
|||
Amounts written off
|
(2.3
|
)
|
|
(1.7
|
)
|
|
(3.4
|
)
|
|||
Other
|
0.1
|
|
|
(1.8
|
)
|
|
(1.0
|
)
|
|||
Balance at end of year
|
$
|
14.6
|
|
|
$
|
15.0
|
|
|
$
|
17.3
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Balance at beginning of year
|
$
|
2.0
|
|
|
$
|
1.5
|
|
|
$
|
2.0
|
|
Warranty expense
|
1.4
|
|
|
1.6
|
|
|
1.3
|
|
|||
Warranty payments
|
(1.8
|
)
|
|
(1.1
|
)
|
|
(1.8
|
)
|
|||
Balance at end of year
|
$
|
1.6
|
|
|
$
|
2.0
|
|
|
$
|
1.5
|
|
Note 3.
|
Identifiable Intangible Assets
|
|
September 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in millions)
|
||||||
Cost:
|
|
|
|
||||
Finite-lived intangible assets:
|
|
|
|
||||
Technology
|
$
|
79.3
|
|
|
$
|
79.3
|
|
Customer relationships and other
|
398.2
|
|
|
397.7
|
|
||
Indefinite-lived intangible assets:
|
|
|
|
||||
Trade names and trademarks
|
299.7
|
|
|
299.5
|
|
||
|
777.2
|
|
|
776.5
|
|
||
Accumulated amortization:
|
|
|
|
||||
Technology
|
(53.5
|
)
|
|
(45.5
|
)
|
||
Customer relationships
|
(150.0
|
)
|
|
(128.6
|
)
|
||
|
(203.5
|
)
|
|
(174.1
|
)
|
||
Net book value
|
$
|
573.7
|
|
|
$
|
602.4
|
|
Note 4.
|
Acquisition and Goodwill
|
Assets acquired:
|
|
|
||
Receivables
|
|
$
|
0.3
|
|
Inventories
|
|
0.1
|
|
|
Other current assets
|
|
0.2
|
|
|
Property, plant, and equipment
|
|
0.1
|
|
|
Identifiable intangible assets
|
|
7.3
|
|
|
Liabilities:
|
|
|
||
Accounts payable and other current liabilities
|
|
(0.2
|
)
|
|
Deferred income taxes
|
|
(0.4
|
)
|
|
|
|
$
|
7.4
|
|
|
|
Mueller Co.
|
|
Anvil
|
|
Total
|
||||||
|
|
(in millions)
|
||||||||||
Balances at September 30, 2011:
|
|
|
|
|
|
|
||||||
Gross goodwill
|
|
$
|
717.8
|
|
|
$
|
92.7
|
|
|
$
|
810.5
|
|
Accumulated impairment
|
|
(717.3
|
)
|
|
(92.7
|
)
|
|
(810.0
|
)
|
|||
|
|
0.5
|
|
|
—
|
|
|
0.5
|
|
|||
Purchase price adjustment
|
|
(0.5
|
)
|
|
—
|
|
|
(0.5
|
)
|
|||
Balances at September 30, 2012:
|
|
|
|
|
|
|
||||||
Gross goodwill
|
|
717.3
|
|
|
92.7
|
|
|
810.0
|
|
|||
Accumulated impairment
|
|
(717.3
|
)
|
|
(92.7
|
)
|
|
(810.0
|
)
|
|||
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Note 5.
|
Discontinued Operations, Assets Held for Sale and Divestitures
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Net sales
|
$
|
197.0
|
|
|
$
|
374.6
|
|
|
$
|
377.8
|
|
Cost of sales
|
197.9
|
|
|
388.6
|
|
|
400.5
|
|
|||
Gross loss
|
(0.9
|
)
|
|
(14.0
|
)
|
|
(22.7
|
)
|
|||
Operating expenses
|
4.2
|
|
|
32.0
|
|
|
43.0
|
|
|||
Operating loss
|
(5.1
|
)
|
|
(46.0
|
)
|
|
(65.7
|
)
|
|||
Interest expense
|
0.3
|
|
|
—
|
|
|
—
|
|
|||
Loss on sale of discontinued operations
|
119.7
|
|
|
—
|
|
|
—
|
|
|||
Income tax benefit
|
(21.9
|
)
|
|
(17.9
|
)
|
|
(25.9
|
)
|
|||
Loss from discontinued operations, net of tax
|
$
|
(103.2
|
)
|
|
$
|
(28.1
|
)
|
|
$
|
(39.8
|
)
|
Note 6.
|
Income Taxes
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
U.S.
|
$
|
(0.1
|
)
|
|
$
|
(15.2
|
)
|
|
$
|
(10.7
|
)
|
Non-U.S.
|
2.8
|
|
|
2.3
|
|
|
7.8
|
|
|||
Income (loss) before income taxes
|
$
|
2.7
|
|
|
$
|
(12.9
|
)
|
|
$
|
(2.9
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
0.2
|
|
|
$
|
3.8
|
|
|
$
|
10.7
|
|
U.S. state and local
|
(1.0
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
|||
Non-U.S.
|
1.1
|
|
|
(0.2
|
)
|
|
2.6
|
|
|||
|
0.3
|
|
|
3.0
|
|
|
12.8
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal
|
(0.6
|
)
|
|
(5.7
|
)
|
|
(8.2
|
)
|
|||
U.S. state and local
|
9.0
|
|
|
(0.2
|
)
|
|
(2.0
|
)
|
|||
Non-U.S.
|
(0.8
|
)
|
|
—
|
|
|
(0.1
|
)
|
|||
|
7.6
|
|
|
(5.9
|
)
|
|
(10.3
|
)
|
|||
Income tax expense (benefit)
|
$
|
7.9
|
|
|
$
|
(2.9
|
)
|
|
$
|
2.5
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Tax at U.S. federal statutory income tax rate of 35%
|
$
|
0.9
|
|
|
$
|
(4.5
|
)
|
|
$
|
(1.0
|
)
|
Adjustments to reconcile to income tax expense (benefit):
|
|
|
|
|
|
||||||
State valuation allowance, net of federal benefit
|
5.9
|
|
|
—
|
|
|
0.1
|
|
|||
Nondeductible compensation
|
1.4
|
|
|
1.3
|
|
|
1.2
|
|
|||
State income taxes, net of federal benefit
|
(0.8
|
)
|
|
(0.5
|
)
|
|
(1.8
|
)
|
|||
Other nondeductible expenses
|
0.7
|
|
|
0.5
|
|
|
0.6
|
|
|||
Foreign income taxes
|
(0.3
|
)
|
|
0.2
|
|
|
(0.3
|
)
|
|||
Tax credits
|
(0.1
|
)
|
|
(0.3
|
)
|
|
—
|
|
|||
Federal reserves and other
|
—
|
|
|
—
|
|
|
1.2
|
|
|||
Repatriation of foreign earnings
|
—
|
|
|
—
|
|
|
2.0
|
|
|||
U.S. manufacturing deduction
|
—
|
|
|
—
|
|
|
0.5
|
|
|||
Other
|
0.2
|
|
|
0.4
|
|
|
—
|
|
|||
Income tax expense (benefit)
|
$
|
7.9
|
|
|
$
|
(2.9
|
)
|
|
$
|
2.5
|
|
|
September 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in millions)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Receivable reserves
|
$
|
0.8
|
|
|
$
|
1.0
|
|
Inventory reserves
|
13.5
|
|
|
14.6
|
|
||
Accrued expenses
|
19.4
|
|
|
18.6
|
|
||
Pension and other postretirement benefits
|
24.7
|
|
|
17.5
|
|
||
Stock compensation
|
7.0
|
|
|
7.2
|
|
||
State net operating losses
|
16.9
|
|
|
13.2
|
|
||
Federal net operating losses and credit carryovers
|
65.1
|
|
|
40.4
|
|
||
All other
|
0.9
|
|
|
1.9
|
|
||
|
148.3
|
|
|
114.4
|
|
||
Valuation allowance
|
(49.2
|
)
|
|
(1.3
|
)
|
||
Total deferred income tax assets
|
99.1
|
|
|
113.1
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Identifiable intangible assets
|
(206.9
|
)
|
|
(213.6
|
)
|
||
Property, plant and equipment
|
(5.4
|
)
|
|
(25.0
|
)
|
||
Total deferred income tax liabilities
|
(212.3
|
)
|
|
(238.6
|
)
|
||
Net deferred income tax liabilities
|
$
|
(113.2
|
)
|
|
$
|
(125.5
|
)
|
|
|
2012
|
||||||
|
|
Continuing operations
|
|
Discontinued operations
|
||||
|
|
(in millions)
|
||||||
Expense (benefit) from operations
|
|
$
|
1.4
|
|
|
$
|
(48.7
|
)
|
Valuation allowance-related expense
|
|
6.5
|
|
|
26.7
|
|
||
Other items
|
|
—
|
|
|
0.1
|
|
||
Income tax expense (benefit)
|
|
$
|
7.9
|
|
|
$
|
(21.9
|
)
|
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
2011
|
||||||
|
|
Continuing operations
|
|
Discontinued operations
|
||||
|
|
(in millions)
|
||||||
Benefit from operations
|
|
$
|
(3.4
|
)
|
|
$
|
(17.9
|
)
|
Valuation allowance-related expense
|
|
0.5
|
|
|
—
|
|
||
Income tax benefit
|
|
$
|
(2.9
|
)
|
|
$
|
(17.9
|
)
|
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
2010
|
||||||
|
|
Continuing operations
|
|
Discontinued operations
|
||||
|
|
(in millions)
|
||||||
Benefit from operations
|
|
$
|
(0.1
|
)
|
|
$
|
(25.9
|
)
|
Valuation allowance-related expense
|
|
0.4
|
|
|
—
|
|
||
Other items
(1)
|
|
2.2
|
|
|
—
|
|
||
Income tax expense (benefit)
|
|
$
|
2.5
|
|
|
$
|
(25.9
|
)
|
(1)
|
During 2010, the Company repatriated excess cash from the disposal of Anvil's Canadian distribution business, resulting in
$2.0 million
additional U.S. tax and
$0.2 million
of additional net foreign tax.
|
|
2012
|
|
2011
|
||||
|
(in millions)
|
||||||
Balance at beginning of year
|
$
|
7.8
|
|
|
$
|
10.6
|
|
Increases related to prior year positions
|
0.6
|
|
|
0.6
|
|
||
Decreases related to prior year positions
|
(0.2
|
)
|
|
(0.6
|
)
|
||
Decreases due to lapse in statute of limitations
|
(2.5
|
)
|
|
(2.7
|
)
|
||
Increases related to current year positions
|
—
|
|
|
—
|
|
||
Payments and settlements
|
(1.4
|
)
|
|
(0.1
|
)
|
||
Balance at end of year
|
$
|
4.3
|
|
|
$
|
7.8
|
|
|
2012
|
|
2011
|
||||
|
(in millions)
|
||||||
Balance at beginning of year
|
$
|
1.3
|
|
|
$
|
1.4
|
|
Increase charged to continuing operations
|
6.5
|
|
|
0.5
|
|
||
Increase charged to discontinued operations
|
26.7
|
|
|
—
|
|
||
Increase charged to accumulated other comprehensive income
|
15.2
|
|
|
—
|
|
||
Expired items
|
(0.5
|
)
|
|
(0.6
|
)
|
||
Balance at end of year
|
$
|
49.2
|
|
|
$
|
1.3
|
|
Note 7.
|
Borrowing Arrangements
|
|
September 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in millions)
|
||||||
ABL Agreement
|
$
|
—
|
|
|
$
|
34.0
|
|
8.75% Senior Unsecured Notes
|
199.9
|
|
|
221.7
|
|
||
7.375% Senior Subordinated Notes
|
420.0
|
|
|
420.0
|
|
||
Other
|
2.9
|
|
|
2.6
|
|
||
|
622.8
|
|
|
678.3
|
|
||
Less current portion
|
(1.1
|
)
|
|
(0.9
|
)
|
||
Long-term debt
|
$
|
621.7
|
|
|
$
|
677.4
|
|
Note 8.
|
Derivative Financial Instruments
|
|
|
September 30,
|
||||
Rate benchmark
|
|
2012
|
|
2011
|
||
|
|
(MMBtu)
|
||||
NYMEX natural gas
|
|
—
|
|
|
406,000
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Gain (loss) reclassified from accumulated other comprehensive loss into discontinued operations
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
0.2
|
|
Ineffectiveness loss recognized in discontinued operations
|
—
|
|
|
(0.2
|
)
|
|
(0.5
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Loss recognized in other comprehensive loss
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
Loss reclassified from accumulated other comprehensive loss into income
|
(3.0
|
)
|
|
(4.9
|
)
|
|
(8.1
|
)
|
|||
Ineffectiveness loss recognized in interest expense
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Loss recognized in income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
Note 9.
|
Deferred Financing Fees
|
Note 10.
|
Retirement Plans
|
|
September 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in millions)
|
||||||
Projected benefit obligations
|
$
|
445.2
|
|
|
$
|
377.3
|
|
Accumulated benefit obligations
|
445.0
|
|
|
375.3
|
|
||
Fair value of plan assets
|
383.2
|
|
|
326.8
|
|
|
September 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in millions)
|
||||||
Projected benefit obligations
|
$
|
3.1
|
|
|
$
|
4.0
|
|
Accumulated benefit obligations
|
3.1
|
|
|
4.0
|
|
||
Fair value of plan assets
|
3.9
|
|
|
5.0
|
|
|
Pension Plans
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Service cost
|
$
|
1.8
|
|
|
$
|
2.5
|
|
|
$
|
3.6
|
|
Interest cost
|
20.2
|
|
|
21.2
|
|
|
21.1
|
|
|||
Expected return on plan assets
|
(24.0
|
)
|
|
(23.4
|
)
|
|
(21.7
|
)
|
|||
Amortization of prior service cost (gain)
|
0.6
|
|
|
0.6
|
|
|
0.7
|
|
|||
Amortization of net loss (gain)
|
6.0
|
|
|
5.9
|
|
|
8.8
|
|
|||
Curtailment / special settlement loss (gain)
|
0.2
|
|
|
0.7
|
|
|
3.0
|
|
|||
Costs allocated to discontinued operations
|
(1.1
|
)
|
|
(4.3
|
)
|
|
(9.7
|
)
|
|||
Net periodic benefit cost (gain)
|
$
|
3.7
|
|
|
$
|
3.2
|
|
|
$
|
5.8
|
|
|
Pension Plans
|
|
Other Plans
|
||||||||||||
|
2012
|
|
2011
|
|
2012
|
|
2011
|
||||||||
|
(in millions)
|
||||||||||||||
Projected benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Beginning of year
|
$
|
381.3
|
|
|
$
|
398.9
|
|
|
$
|
3.7
|
|
|
$
|
6.7
|
|
Service cost
|
1.8
|
|
|
2.5
|
|
|
—
|
|
|
0.1
|
|
||||
Interest cost
|
20.2
|
|
|
21.2
|
|
|
0.2
|
|
|
0.3
|
|
||||
Plan amendment
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
||||
Actuarial loss (gain)
|
71.6
|
|
|
(12.4
|
)
|
|
(0.1
|
)
|
|
(1.0
|
)
|
||||
Benefits paid
|
(24.7
|
)
|
|
(24.2
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
||||
Currency translation
|
0.6
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
||||
Decrease in obligation due to curtailment
|
(2.8
|
)
|
|
(4.6
|
)
|
|
—
|
|
|
(1.9
|
)
|
||||
Other
|
0.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
End of year
|
$
|
448.3
|
|
|
$
|
381.3
|
|
|
$
|
1.8
|
|
|
$
|
3.7
|
|
Accumulated benefit obligations at end of year
|
$
|
448.1
|
|
|
$
|
379.3
|
|
|
$
|
1.8
|
|
|
$
|
3.7
|
|
Plan assets:
|
|
|
|
|
|
|
|
||||||||
Beginning of year
|
$
|
331.8
|
|
|
$
|
313.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
58.2
|
|
|
19.6
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
21.3
|
|
|
23.3
|
|
|
0.6
|
|
|
0.5
|
|
||||
Currency translation
|
0.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(24.7
|
)
|
|
(24.2
|
)
|
|
(0.6
|
)
|
|
(0.5
|
)
|
||||
End of year
|
$
|
387.1
|
|
|
$
|
331.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit cost at end of year:
|
|
|
|
|
|
|
|
||||||||
Unfunded status
|
$
|
(61.2
|
)
|
|
$
|
(49.5
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(3.7
|
)
|
Recognized on balance sheet:
|
|
|
|
|
|
|
|
||||||||
Other noncurrent assets
|
$
|
0.9
|
|
|
$
|
1.0
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other current liabilities
|
—
|
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
||||
Other noncurrent liabilities
|
(62.1
|
)
|
|
(50.2
|
)
|
|
(1.6
|
)
|
|
(3.2
|
)
|
||||
|
$
|
(61.2
|
)
|
|
$
|
(49.5
|
)
|
|
$
|
(1.8
|
)
|
|
$
|
(3.7
|
)
|
Recognized in accumulated other comprehensive loss, before tax:
|
|
|
|
|
|
|
|
||||||||
Prior year service cost (gain)
|
$
|
0.3
|
|
|
$
|
0.7
|
|
|
$
|
(0.5
|
)
|
|
$
|
(3.8
|
)
|
Net actuarial loss (gain)
|
136.9
|
|
|
108.2
|
|
|
(4.6
|
)
|
|
(13.4
|
)
|
||||
|
$
|
137.2
|
|
|
$
|
108.9
|
|
|
$
|
(5.1
|
)
|
|
$
|
(17.2
|
)
|
|
Pension benefits
|
|
Other postretirement benefits
|
||||
|
(in millions)
|
||||||
Balance at beginning of year
|
$
|
108.9
|
|
|
$
|
(17.2
|
)
|
Amounts reclassified as amortization of net periodic cost:
|
|
|
|
||||
Gain (loss) amortization
|
(8.8
|
)
|
|
9.0
|
|
||
Prior year service gain (loss) amortization and curtailment
|
(0.6
|
)
|
|
4.6
|
|
||
Net prior service costs
|
0.1
|
|
|
(1.4
|
)
|
||
Loss (gain) during the year
|
37.5
|
|
|
(0.1
|
)
|
||
Other
|
0.1
|
|
|
—
|
|
||
Balance at end of year
|
$
|
137.2
|
|
|
$
|
(5.1
|
)
|
|
Pension benefits
|
|
Other postretirement benefits
|
||||
|
(in millions)
|
||||||
Amortization of unrecognized prior year service cost (credit)
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
Amortization of unrecognized gain (loss)
|
(9.0
|
)
|
|
(4.2
|
)
|
||
|
$
|
(9.0
|
)
|
|
$
|
(4.6
|
)
|
|
Plan measurement date
|
||||||||||||||||
|
Pension Plans
|
|
Other Plans
|
||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012
|
|
2011
|
|
2010
|
||||||
Weighted average used to determine benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
4.21
|
%
|
|
5.66
|
%
|
|
5.44
|
%
|
|
4.22
|
%
|
|
5.69
|
%
|
|
5.44
|
%
|
Rate of compensation increases
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Weighted average used to determine net periodic cost:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
5.66
|
%
|
|
5.88
|
%
|
|
5.45
|
%
|
|
5.69
|
%
|
|
5.88
|
%
|
|
5.45
|
%
|
Expected return on plan assets
|
6.95
|
%
|
|
7.47
|
%
|
|
7.88
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Rate of compensation increases
|
3.50
|
%
|
|
3.50
|
%
|
|
3.50
|
%
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
Assumed healthcare cost trend rates:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Next year – pre-65
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
7.50
|
%
|
|
7.90
|
%
|
Ultimate trend rate – pre-65
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
5.00
|
%
|
|
4.90
|
%
|
Year ultimate trend rate achieved
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
2016
|
|
|
2016
|
|
|
1 Percentage
point increase
|
|
1 Percentage
point decrease
|
||||
|
(in millions)
|
||||||
Pension Plans:
|
|
|
|
||||
Discount rate:
|
|
|
|
||||
Effect on pension service and interest cost components
|
$
|
(0.3
|
)
|
|
$
|
0.4
|
|
Effect on pension benefit obligations
|
(48.0
|
)
|
|
58.7
|
|
||
Effect on 2013 pension expense
|
(2.7
|
)
|
|
3.2
|
|
||
Expected return on plan assets:
|
|
|
|
||||
Effect on current year pension expense
|
(3.7
|
)
|
|
3.8
|
|
||
Rate of compensation increase:
|
|
|
|
||||
Effect on pension benefit obligations
|
0.1
|
|
|
—
|
|
||
Effect on 2013 pension expense
|
0.1
|
|
|
—
|
|
||
Other plans:
|
|
|
|
||||
Discount rate:
|
|
|
|
||||
Effect on postretirement service and interest cost components
|
—
|
|
|
—
|
|
||
Effect on postretirement benefit obligations
|
(0.3
|
)
|
|
0.4
|
|
•
|
Equity investments are valued at the closing price reported on the active market when reliable market quotations are readily available. When market quotations are not readily available, assets of the Pension Plans are valued by a method the trustees of the Pension Plans believe accurately reflects fair value.
|
•
|
Bond fund investments are valued using the closing price reported in the active market in which the investment is traded or based on yields currently available on comparable securities of issuers with similar credit ratings.
|
•
|
Other investments are valued as determined by the trustees of the Pension Plans based on their net asset values and supported by the value of the underlying securities and by the unit prices of actual purchase and sale transactions occurring at or close to the financial statement date.
|
|
September 30, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Equity:
|
|
|
|
|
|
|
|
||||||||
International Funds
|
$
|
—
|
|
|
$
|
10.6
|
|
|
$
|
—
|
|
|
$
|
10.6
|
|
Large Cap Growth funds
|
—
|
|
|
15.6
|
|
|
—
|
|
|
15.6
|
|
||||
Large Cap Value funds
|
—
|
|
|
30.4
|
|
|
—
|
|
|
30.4
|
|
||||
S&P Midcap index funds
|
—
|
|
|
5.2
|
|
|
—
|
|
|
5.2
|
|
||||
Smallcap index funds
|
—
|
|
|
31.1
|
|
|
—
|
|
|
31.1
|
|
||||
Mutual funds
|
134.4
|
|
|
—
|
|
|
—
|
|
|
134.4
|
|
||||
Total equity
|
134.4
|
|
|
92.9
|
|
|
—
|
|
|
227.3
|
|
||||
Bond funds
|
—
|
|
|
151.3
|
|
|
—
|
|
|
151.3
|
|
||||
Cash and cash equivalents
|
0.2
|
|
|
6.8
|
|
|
—
|
|
|
7.0
|
|
||||
Other
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
||||
Total
|
$
|
134.6
|
|
|
$
|
251.0
|
|
|
$
|
1.5
|
|
|
$
|
387.1
|
|
|
September 30, 2011
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Equity:
|
|
|
|
|
|
|
|
||||||||
Large cap growth funds
|
$
|
—
|
|
|
$
|
7.5
|
|
|
$
|
—
|
|
|
$
|
7.5
|
|
Large cap value funds
|
—
|
|
|
7.3
|
|
|
—
|
|
|
7.3
|
|
||||
S&P Midcap index funds
|
—
|
|
|
2.2
|
|
|
—
|
|
|
2.2
|
|
||||
Mutual funds
|
137.1
|
|
|
—
|
|
|
—
|
|
|
137.1
|
|
||||
Total equity
|
137.1
|
|
|
17.0
|
|
|
—
|
|
|
154.1
|
|
||||
Bond funds
|
—
|
|
|
172.7
|
|
|
—
|
|
|
172.7
|
|
||||
Cash
|
0.2
|
|
|
3.3
|
|
|
—
|
|
|
3.5
|
|
||||
Other
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
||||
Total
|
$
|
137.3
|
|
|
$
|
193.0
|
|
|
$
|
1.5
|
|
|
$
|
331.8
|
|
|
Pension benefits
|
|
Other
Plans
|
||||
|
(in millions)
|
||||||
2013
|
$
|
26.6
|
|
|
$
|
0.2
|
|
2014
|
26.6
|
|
|
0.1
|
|
||
2015
|
26.5
|
|
|
0.1
|
|
||
2016
|
26.5
|
|
|
0.1
|
|
||
2017
|
26.7
|
|
|
0.1
|
|
||
2018-2022
|
136.4
|
|
|
0.5
|
|
Note 11.
|
Capital Stock
|
Shares outstanding at September 30, 2009
|
153,790,887
|
|
Stock options
|
26,346
|
|
Employee stock purchase plan
|
431,964
|
|
Restricted stock units, net
|
459,277
|
|
Shares outstanding at September 30, 2010
|
154,708,474
|
|
Stock options
|
7,327
|
|
Employee stock purchase plan
|
397,010
|
|
Restricted stock units, net
|
680,801
|
|
Shares outstanding at September 30, 2011
|
155,793,612
|
|
Stock options
|
8,552
|
|
Employee stock purchase plan
|
339,242
|
|
Restricted stock units, net
|
699,242
|
|
Shares outstanding at September 30, 2012
|
156,840,648
|
|
Note 12.
|
Stock-based Compensation Plans
|
|
Options
|
|
Weighted
average
exercise
price
per option
|
|
Weighted
average
remaining
contractual
term (years)
|
|
Aggregate
intrinsic
value
(millions)
|
||||||
Outstanding at September 30, 2009
|
3,403,996
|
|
|
$
|
9.36
|
|
|
8.3
|
|
|
$
|
0.2
|
|
Granted
|
1,630,424
|
|
|
4.91
|
|
|
|
|
|
||||
Exercised
|
(26,346
|
)
|
|
4.45
|
|
|
|
|
0.1
|
|
|||
Canceled
|
(283,528
|
)
|
|
8.84
|
|
|
|
|
|
||||
Outstanding at September 30, 2010
|
4,724,546
|
|
|
7.89
|
|
|
7.9
|
|
|
—
|
|
||
Granted
|
1,516,316
|
|
|
3.57
|
|
|
|
|
|
||||
Exercised
|
(7,327
|
)
|
|
3.33
|
|
|
|
|
—
|
|
|||
Canceled
|
(608,402
|
)
|
|
7.78
|
|
|
|
|
|
||||
Outstanding at September 30, 2011
|
5,625,133
|
|
|
6.74
|
|
|
7.5
|
|
|
—
|
|
||
Granted
|
677,117
|
|
|
2.18
|
|
|
|
|
|
||||
Exercised
|
(8,552
|
)
|
|
3.59
|
|
|
|
|
—
|
|
|||
Canceled
|
(771,088
|
)
|
|
5.97
|
|
|
|
|
|
||||
Outstanding at September 30, 2012
|
5,522,610
|
|
|
$
|
6.30
|
|
|
6.8
|
|
|
$
|
3.5
|
|
|
|
|
|
|
|
|
|
||||||
Exercisable at September 30, 2012
|
3,708,511
|
|
|
$
|
7.73
|
|
|
6.0
|
|
|
$
|
0.6
|
|
|
|
|
|
|
|
|
|
||||||
Expected to vest after September 30, 2012
|
1,757,813
|
|
|
$
|
3.34
|
|
|
8.3
|
|
|
$
|
1.6
|
|
|
Restricted stock units
|
|
Weighted
average
grant date
fair value
per unit
|
|
Weighted
average
remaining
contractual
term (years)
|
|
Aggregate
intrinsic
value
(millions)
|
||||||
Outstanding at September 30, 2009
|
1,714,491
|
|
|
$
|
9.73
|
|
|
2.3
|
|
|
$
|
9.4
|
|
Granted
|
986,583
|
|
|
4.91
|
|
|
|
|
|
||||
Vested
|
(513,505
|
)
|
|
9.20
|
|
|
|
|
2.5
|
|
|||
Canceled
|
(91,856
|
)
|
|
8.00
|
|
|
|
|
|
||||
Outstanding at September 30, 2010
|
2,095,713
|
|
|
7.66
|
|
|
1.9
|
|
|
6.3
|
|
||
Granted
|
990,139
|
|
|
3.63
|
|
|
|
|
|
||||
Vested
|
(762,893
|
)
|
|
7.02
|
|
|
|
|
2.7
|
|
|||
Canceled
|
(257,193
|
)
|
|
6.48
|
|
|
|
|
|
||||
Outstanding at September 30, 2011
|
2,065,766
|
|
|
6.11
|
|
|
1.6
|
|
|
5.1
|
|
||
Granted
|
1,406,318
|
|
|
2.19
|
|
|
|
|
|
||||
Vested
|
(867,451
|
)
|
|
5.44
|
|
|
|
|
2.2
|
|
|||
Canceled
|
(180,871
|
)
|
|
5.33
|
|
|
|
|
|
||||
Outstanding at September 30, 2012
|
2,423,762
|
|
|
$
|
4.13
|
|
|
1.0
|
|
|
$
|
11.9
|
|
|
|
|
|
|
|
|
|
||||||
Expected to vest after September 30, 2012
|
2,327,374
|
|
|
$
|
4.15
|
|
|
1.0
|
|
|
$
|
11.4
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Grant-date fair value
|
$
|
1.31
|
|
|
$
|
1.25
|
|
|
$
|
1.66
|
|
Risk-free interest rate
|
1.74
|
%
|
|
2.26
|
%
|
|
2.47
|
%
|
|||
Dividend yield
|
1.97
|
%
|
|
1.57
|
%
|
|
1.48
|
%
|
|||
Expected life (years)
|
8.00
|
|
|
7.19
|
|
|
6.00
|
|
|||
Expected annual volatility
|
0.7342
|
|
|
0.3658
|
|
|
0.3692
|
|
|
Phantom award units
|
|
Weighted
average
grant date
fair value
per unit
|
|
Weighted
average
remaining
contractual
term (years)
|
|
Aggregate
intrinsic
value
(millions)
|
||||||
Outstanding at September 30, 2011
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Granted
|
358,866
|
|
|
2.03
|
|
|
|
|
|
||||
Vested
|
—
|
|
|
|
|
|
|
—
|
|
||||
Canceled
|
—
|
|
|
—
|
|
|
|
|
|
||||
Outstanding at September 30, 2012
|
358,866
|
|
|
$
|
2.03
|
|
|
1.2
|
|
|
$
|
1.8
|
|
|
|
|
|
|
|
|
|
||||||
Expected to vest after September 30, 2012
|
342,409
|
|
|
$
|
2.03
|
|
|
1.1
|
|
|
$
|
1.7
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions, except per share data)
|
||||||||||
Decrease in operating income
|
$
|
6.0
|
|
|
$
|
5.0
|
|
|
$
|
7.2
|
|
Increase in net loss
|
3.5
|
|
|
3.3
|
|
|
5.0
|
|
|||
Increase in basic loss per share
|
0.02
|
|
|
0.02
|
|
|
0.03
|
|
|||
Increase in diluted loss per share
|
0.02
|
|
|
0.02
|
|
|
0.03
|
|
Note 13.
|
Supplemental Balance Sheet Information
|
|
September 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in millions)
|
||||||
Inventories:
|
|
|
|
||||
Purchased components and raw material
|
$
|
69.7
|
|
|
$
|
56.2
|
|
Work in process
|
27.5
|
|
|
34.9
|
|
||
Finished goods
|
86.0
|
|
|
84.8
|
|
||
|
$
|
183.2
|
|
|
$
|
175.9
|
|
Other current assets:
|
|
|
|
||||
Maintenance and repair tooling
|
$
|
22.9
|
|
|
$
|
24.2
|
|
Current portion of Wynnchurch receivable
|
4.3
|
|
|
—
|
|
||
Prepaid income taxes
|
3.9
|
|
|
12.6
|
|
||
Other
|
6.9
|
|
|
7.0
|
|
||
|
$
|
38.0
|
|
|
$
|
43.8
|
|
Property, plant and equipment:
|
|
|
|
||||
Land
|
$
|
12.3
|
|
|
$
|
13.5
|
|
Buildings
|
71.3
|
|
|
70.2
|
|
||
Machinery and equipment
|
292.4
|
|
|
273.1
|
|
||
Construction in progress
|
15.3
|
|
|
10.4
|
|
||
|
391.3
|
|
|
367.2
|
|
||
Accumulated depreciation
|
(246.6
|
)
|
|
(221.5
|
)
|
||
|
$
|
144.7
|
|
|
$
|
145.7
|
|
Other current liabilities:
|
|
|
|
||||
Compensation and benefits
|
$
|
40.1
|
|
|
$
|
33.5
|
|
Customer rebates
|
13.7
|
|
|
13.2
|
|
||
Interest
|
12.2
|
|
|
13.0
|
|
||
Taxes other than income taxes
|
5.5
|
|
|
5.4
|
|
||
Warranty
|
1.6
|
|
|
2.0
|
|
||
Income taxes
|
1.1
|
|
|
—
|
|
||
Restructuring
|
0.6
|
|
|
1.4
|
|
||
Environmental
|
0.3
|
|
|
0.3
|
|
||
Other
|
7.7
|
|
|
9.1
|
|
||
|
$
|
82.8
|
|
|
$
|
77.9
|
|
Note 14.
|
Supplemental Statement of Operations and Other Comprehensive Income Information
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Included in selling, general and administrative expenses:
|
|
|
|
|
|
||||||
Research and development
|
$
|
12.7
|
|
|
$
|
9.9
|
|
|
$
|
7.8
|
|
Advertising
|
$
|
4.9
|
|
|
$
|
4.3
|
|
|
$
|
4.1
|
|
Interest expense, net:
|
|
|
|
|
|
||||||
7.375% Senior Subordinated Notes
|
$
|
31.0
|
|
|
$
|
31.0
|
|
|
$
|
31.0
|
|
8.75% Senior Unsecured Notes
|
19.3
|
|
|
20.0
|
|
|
2.0
|
|
|||
2007 Credit Agreement, including swap contracts
|
5.0
|
|
|
8.0
|
|
|
28.8
|
|
|||
ABL Agreement borrowings
|
1.1
|
|
|
1.9
|
|
|
0.2
|
|
|||
Deferred financing fees amortization
|
2.3
|
|
|
2.3
|
|
|
2.9
|
|
|||
Other interest expense
|
1.5
|
|
|
2.7
|
|
|
3.4
|
|
|||
|
60.2
|
|
|
65.9
|
|
|
68.3
|
|
|||
Interest income
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
|
$
|
59.9
|
|
|
$
|
65.6
|
|
|
$
|
68.0
|
|
Note 15.
|
Accumulated Other Comprehensive Loss
|
|
September 30,
|
||||||
|
2012
|
|
2011
|
||||
|
(in millions)
|
||||||
Net unrecognized loss on derivatives
|
$
|
—
|
|
|
$
|
(3.0
|
)
|
Foreign currency translation
|
9.2
|
|
|
6.3
|
|
||
Minimum pension liability
|
(96.9
|
)
|
|
(57.5
|
)
|
||
|
$
|
(87.7
|
)
|
|
$
|
(54.2
|
)
|
Note 16.
|
Supplemental Cash Flow Information
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(in millions)
|
||||||||||
Pension and other postretirement plans:
|
|
|
|
|
|
||||||
Decrease in other noncurrent assets
|
$
|
(0.1
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
—
|
|
Decrease (increase) in other current liabilities
|
0.3
|
|
|
(0.3
|
)
|
|
—
|
|
|||
Decrease (increase) in other liabilities
|
(36.8
|
)
|
|
(8.8
|
)
|
|
5.3
|
|
|||
Decrease (increase) in accumulated other comprehensive loss
|
36.6
|
|
|
9.6
|
|
|
(5.3
|
)
|
|||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid (received), net:
|
|
|
|
|
|
||||||
Interest
|
$
|
53.3
|
|
|
$
|
54.8
|
|
|
$
|
77.5
|
|
Income taxes
|
$
|
(6.9
|
)
|
|
$
|
4.6
|
|
|
$
|
(29.2
|
)
|
Note 17.
|
Segment Information
|
|
United States
|
|
Canada
|
|
Other
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
872.3
|
|
|
$
|
112.4
|
|
|
$
|
39.2
|
|
|
$
|
1,023.9
|
|
2011
|
834.0
|
|
|
113.5
|
|
|
17.1
|
|
|
964.6
|
|
||||
2010
|
805.7
|
|
|
141.6
|
|
|
12.4
|
|
|
959.7
|
|
||||
Property, plant and equipment, net:
|
|
|
|
|
|
|
|
||||||||
September 30, 2012
|
$
|
136.0
|
|
|
$
|
5.6
|
|
|
$
|
3.1
|
|
|
$
|
144.7
|
|
September 30, 2011
|
136.6
|
|
|
5.8
|
|
|
3.3
|
|
|
145.7
|
|
|
Mueller Co.
|
|
Anvil
|
|
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales, excluding intercompany:
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
652.4
|
|
|
$
|
371.5
|
|
|
$
|
—
|
|
|
$
|
1,023.9
|
|
2011
|
605.5
|
|
|
359.1
|
|
|
—
|
|
|
964.6
|
|
||||
2010
|
612.8
|
|
|
346.9
|
|
|
—
|
|
|
959.7
|
|
||||
Intercompany sales:
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
7.3
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
7.4
|
|
2011
|
8.7
|
|
|
0.1
|
|
|
—
|
|
|
8.8
|
|
||||
2010
|
15.4
|
|
|
0.4
|
|
|
—
|
|
|
15.8
|
|
||||
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
57.7
|
|
|
$
|
37.3
|
|
|
$
|
(30.9
|
)
|
|
$
|
64.1
|
|
2011
|
53.8
|
|
|
31.8
|
|
|
(32.9
|
)
|
|
52.7
|
|
||||
2010
|
81.0
|
|
|
22.1
|
|
|
(33.4
|
)
|
|
69.7
|
|
||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
45.7
|
|
|
$
|
14.3
|
|
|
$
|
0.6
|
|
|
$
|
60.6
|
|
2011
|
47.7
|
|
|
14.5
|
|
|
0.9
|
|
|
63.1
|
|
||||
2010
|
49.7
|
|
|
15.4
|
|
|
0.5
|
|
|
65.6
|
|
||||
Restructuring and impairment:
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
2.5
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
2.8
|
|
2011
|
1.4
|
|
|
1.2
|
|
|
1.0
|
|
|
3.6
|
|
||||
2010
|
0.1
|
|
|
0.5
|
|
|
—
|
|
|
0.6
|
|
||||
Capital expenditures:
|
|
|
|
|
|
|
|
||||||||
2012
|
$
|
20.0
|
|
|
$
|
11.4
|
|
|
$
|
—
|
|
|
$
|
31.4
|
|
2011
|
14.8
|
|
|
7.5
|
|
|
0.8
|
|
|
23.1
|
|
||||
2010
|
15.6
|
|
|
6.0
|
|
|
0.2
|
|
|
21.8
|
|
||||
Total assets:
|
|
|
|
|
|
|
|
||||||||
September 30, 2012
|
$
|
843.0
|
|
|
$
|
258.7
|
|
|
$
|
139.2
|
|
|
$
|
1,240.9
|
|
September 30, 2011
|
843.5
|
|
|
258.2
|
|
|
383.3
|
|
|
1,485.0
|
|
||||
Identifiable intangible assets, net:
|
|
|
|
|
|
|
|
||||||||
September 30, 2012
|
$
|
508.7
|
|
|
$
|
65.0
|
|
|
$
|
—
|
|
|
$
|
573.7
|
|
September 30, 2011
|
534.5
|
|
|
67.9
|
|
|
—
|
|
|
602.4
|
|
Note 19.
|
Subsequent Events
|
Note 20.
|
Quarterly Consolidated Financial Information (Unaudited)
|
|
Quarter
|
||||||||||||||
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||
|
(in millions, except per share amounts)
|
||||||||||||||
2012:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
281.1
|
|
|
$
|
275.9
|
|
|
$
|
251.5
|
|
|
$
|
215.4
|
|
Gross profit
|
76.6
|
|
|
79.6
|
|
|
62.1
|
|
|
52.8
|
|
||||
Operating income
|
21.9
|
|
|
25.7
|
|
|
10.6
|
|
|
5.9
|
|
||||
Income (loss) from continuing operations
|
4.3
|
|
|
5.9
|
|
|
(8.9
|
)
|
|
(6.5
|
)
|
||||
Income (loss) from discontinued operations
|
(0.8
|
)
|
|
3.9
|
|
|
(100.9
|
)
|
|
(5.4
|
)
|
||||
Net income (loss)
|
3.5
|
|
|
9.8
|
|
|
(109.8
|
)
|
|
(11.9
|
)
|
||||
Net income (loss) per basic share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.03
|
|
|
0.04
|
|
|
(0.06
|
)
|
|
(0.04
|
)
|
||||
Discontinued operations
|
(0.01
|
)
|
|
0.02
|
|
|
(0.64
|
)
|
|
(0.04
|
)
|
||||
Net income (loss)
|
0.02
|
|
|
0.06
|
|
|
(0.70
|
)
|
|
(0.08
|
)
|
||||
Net income (loss) per diluted share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.03
|
|
|
0.04
|
|
|
(0.06
|
)
|
|
(0.04
|
)
|
||||
Discontinued operations
|
(0.01
|
)
|
|
0.02
|
|
|
(0.64
|
)
|
|
(0.04
|
)
|
||||
Net income (loss)
|
0.02
|
|
|
0.06
|
|
|
(0.70
|
)
|
|
(0.08
|
)
|
||||
2011:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
256.3
|
|
|
$
|
259.6
|
|
|
$
|
235.5
|
|
|
$
|
213.2
|
|
Gross profit
|
64.9
|
|
|
73.1
|
|
|
58.1
|
|
|
52.0
|
|
||||
Operating income
|
12.2
|
|
|
24.7
|
|
|
9.8
|
|
|
6.0
|
|
||||
Income (loss) from continuing operations
|
(5.8
|
)
|
|
6.9
|
|
|
(5.4
|
)
|
|
(5.7
|
)
|
||||
Loss from discontinued operations
|
(3.8
|
)
|
|
(9.6
|
)
|
|
(8.3
|
)
|
|
(6.4
|
)
|
||||
Net loss
(2)
|
(9.6
|
)
|
|
(2.7
|
)
|
|
(13.7
|
)
|
|
(12.1
|
)
|
||||
Net loss per basic share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.04
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
Discontinued operations
|
(0.02
|
)
|
|
(0.06
|
)
|
|
(0.05
|
)
|
|
(0.04
|
)
|
||||
Net income (loss)
|
$
|
(0.06
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.08
|
)
|
Net income (loss) per diluted share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
(0.04
|
)
|
|
$
|
0.04
|
|
|
$
|
(0.04
|
)
|
|
$
|
(0.04
|
)
|
Discontinued operations
|
(0.02
|
)
|
|
(0.06
|
)
|
|
(0.05
|
)
|
|
(0.04
|
)
|
||||
Net income (loss)
|
$
|
(0.06
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.08
|
)
|
(1)
|
The sum of the quarterly amounts may not equal the full year amount due to rounding.
|
(2)
|
The
2011
fourth quarter includes
$1.4 million
of certain health and welfare expenses applicable to prior quarters.
|
Note 21.
|
Consolidating Guarantor and Non-Guarantor Financial Information
|
Name
|
|
State of
incorporation
or organization
|
|
|
|
Anvil International, LLC
|
|
Delaware
|
AnvilStar, LLC
|
|
Delaware
|
Echologics, LLC
|
|
Delaware
|
Henry Pratt Company, LLC
|
|
Delaware
|
Henry Pratt International, LLC
|
|
Delaware
|
Hunt Industries, LLC
|
|
Delaware
|
Hydro Gate, LLC
|
|
Delaware
|
J.B. Smith Mfg. Co., LLC
|
|
Delaware
|
James Jones Company, LLC
|
|
Delaware
|
Milliken Valve, LLC
|
|
Delaware
|
Mueller Co. LLC
|
|
Delaware
|
Mueller Financial Services, LLC
|
|
Delaware
|
Mueller Group, LLC
|
|
Delaware
|
Mueller Group Co-Issuer, Inc.
|
|
Delaware
|
Mueller International, L.L.C.
|
|
Delaware
|
Mueller Property Holdings, LLC
|
|
Delaware
|
Mueller Co. International Holdings, LLC
|
|
Delaware
|
Mueller Service California, Inc.
|
|
Delaware
|
Mueller Service Co., LLC
|
|
Delaware
|
Mueller Systems, LLC
|
|
Delaware
|
OSP, LLC
|
|
Delaware
|
U.S. Pipe Valve & Hydrant, LLC
|
|
Delaware
|
|
Issuer
|
|
Guarantor
companies
|
|
Non-
guarantor
companies
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
53.3
|
|
|
$
|
(3.7
|
)
|
|
$
|
33.4
|
|
|
$
|
—
|
|
|
$
|
83.0
|
|
Receivables, net
|
—
|
|
|
146.9
|
|
|
19.2
|
|
|
—
|
|
|
166.1
|
|
|||||
Inventories
|
—
|
|
|
169.3
|
|
|
13.9
|
|
|
—
|
|
|
183.2
|
|
|||||
Deferred income taxes
|
18.5
|
|
|
—
|
|
|
1.1
|
|
|
—
|
|
|
19.6
|
|
|||||
Other current assets
|
10.5
|
|
|
26.3
|
|
|
1.2
|
|
|
—
|
|
|
38.0
|
|
|||||
Total current assets
|
82.3
|
|
|
338.8
|
|
|
68.8
|
|
|
—
|
|
|
489.9
|
|
|||||
Property, plant and equipment
|
1.8
|
|
|
134.2
|
|
|
8.7
|
|
|
—
|
|
|
144.7
|
|
|||||
Identifiable intangible assets
|
—
|
|
|
572.2
|
|
|
1.5
|
|
|
—
|
|
|
573.7
|
|
|||||
Other noncurrent assets
|
30.5
|
|
|
0.7
|
|
|
1.4
|
|
|
—
|
|
|
32.6
|
|
|||||
Investment in subsidiaries
|
27.2
|
|
|
37.9
|
|
|
—
|
|
|
(65.1
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
141.8
|
|
|
$
|
1,083.8
|
|
|
$
|
80.4
|
|
|
$
|
(65.1
|
)
|
|
$
|
1,240.9
|
|
Liabilities and equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
1.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.1
|
|
Accounts payable
|
8.3
|
|
|
68.7
|
|
|
7.5
|
|
|
—
|
|
|
84.5
|
|
|||||
Other current liabilities
|
29.9
|
|
|
49.0
|
|
|
3.9
|
|
|
—
|
|
|
82.8
|
|
|||||
Total current liabilities
|
38.2
|
|
|
118.8
|
|
|
11.4
|
|
|
—
|
|
|
168.4
|
|
|||||
Long-term debt
|
619.9
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
621.7
|
|
|||||
Deferred income taxes
|
132.0
|
|
|
—
|
|
|
0.8
|
|
|
—
|
|
|
132.8
|
|
|||||
Other noncurrent liabilities
|
77.2
|
|
|
7.6
|
|
|
2.0
|
|
|
—
|
|
|
86.8
|
|
|||||
Intercompany accounts
|
(956.7
|
)
|
|
928.4
|
|
|
28.3
|
|
|
—
|
|
|
—
|
|
|||||
Total liabilities
|
(89.4
|
)
|
|
1,056.6
|
|
|
42.5
|
|
|
—
|
|
|
1,009.7
|
|
|||||
Equity
|
231.2
|
|
|
27.2
|
|
|
37.9
|
|
|
(65.1
|
)
|
|
231.2
|
|
|||||
Total liabilities and equity
|
$
|
141.8
|
|
|
$
|
1,083.8
|
|
|
$
|
80.4
|
|
|
$
|
(65.1
|
)
|
|
$
|
1,240.9
|
|
|
Issuer
|
|
Guarantor
companies
|
|
Non-
guarantor
companies
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
36.2
|
|
|
$
|
(3.8
|
)
|
|
$
|
28.6
|
|
|
$
|
—
|
|
|
$
|
61.0
|
|
Receivables, net
|
—
|
|
|
131.8
|
|
|
15.6
|
|
|
—
|
|
|
147.4
|
|
|||||
Inventories
|
—
|
|
|
163.4
|
|
|
12.5
|
|
|
—
|
|
|
175.9
|
|
|||||
Deferred income taxes
|
28.1
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
28.7
|
|
|||||
Other current assets
|
15.4
|
|
|
27.3
|
|
|
1.1
|
|
|
—
|
|
|
43.8
|
|
|||||
Current assets held for sale
|
142.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
142.0
|
|
|||||
Total current assets
|
221.7
|
|
|
318.7
|
|
|
58.4
|
|
|
—
|
|
|
598.8
|
|
|||||
Property, plant and equipment
|
3.9
|
|
|
132.7
|
|
|
9.1
|
|
|
—
|
|
|
145.7
|
|
|||||
Identifiable intangible assets
|
—
|
|
|
600.9
|
|
|
1.5
|
|
|
—
|
|
|
602.4
|
|
|||||
Other noncurrent assets
|
27.6
|
|
|
0.9
|
|
|
1.9
|
|
|
—
|
|
|
30.4
|
|
|||||
Noncurrent assets held for sale
|
107.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
107.7
|
|
|||||
Investment in subsidiaries
|
(23.9
|
)
|
|
23.8
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|||||
Total assets
|
$
|
337.0
|
|
|
$
|
1,077.0
|
|
|
$
|
70.9
|
|
|
$
|
0.1
|
|
|
$
|
1,485.0
|
|
Liabilities and equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.9
|
|
Accounts payable
|
6.1
|
|
|
49.3
|
|
|
3.7
|
|
|
—
|
|
|
59.1
|
|
|||||
Other current liabilities
|
30.1
|
|
|
44.9
|
|
|
2.9
|
|
|
—
|
|
|
77.9
|
|
|||||
Current liabilities held for sale
|
56.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56.9
|
|
|||||
Total current liabilities
|
93.1
|
|
|
95.1
|
|
|
6.6
|
|
|
—
|
|
|
194.8
|
|
|||||
Long-term debt
|
676.0
|
|
|
1.4
|
|
|
—
|
|
|
—
|
|
|
677.4
|
|
|||||
Deferred income taxes
|
153.8
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
154.2
|
|
|||||
Other noncurrent liabilities
|
71.0
|
|
|
7.9
|
|
|
0.7
|
|
|
—
|
|
|
79.6
|
|
|||||
Intercompany accounts
|
(1,035.9
|
)
|
|
996.5
|
|
|
39.4
|
|
|
—
|
|
|
—
|
|
|||||
Total liabilities
|
(42.0
|
)
|
|
1,100.9
|
|
|
47.1
|
|
|
—
|
|
|
1,106.0
|
|
|||||
Equity
|
379.0
|
|
|
(23.9
|
)
|
|
23.8
|
|
|
0.1
|
|
|
379.0
|
|
|||||
Total liabilities and equity
|
$
|
337.0
|
|
|
$
|
1,077.0
|
|
|
$
|
70.9
|
|
|
$
|
0.1
|
|
|
$
|
1,485.0
|
|
|
Issuer
|
|
Guarantor
companies
|
|
Non-
guarantor
companies
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
907.0
|
|
|
$
|
116.9
|
|
|
$
|
—
|
|
|
$
|
1,023.9
|
|
Cost of sales
|
—
|
|
|
652.1
|
|
|
100.7
|
|
|
—
|
|
|
752.8
|
|
|||||
Gross profit
|
—
|
|
|
254.9
|
|
|
16.2
|
|
|
—
|
|
|
271.1
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative
|
30.6
|
|
|
160.2
|
|
|
13.4
|
|
|
—
|
|
|
204.2
|
|
|||||
Restructuring
|
—
|
|
|
2.7
|
|
|
0.1
|
|
|
—
|
|
|
2.8
|
|
|||||
Total operating expenses
|
30.6
|
|
|
162.9
|
|
|
13.5
|
|
|
—
|
|
|
207.0
|
|
|||||
Operating income (loss)
|
(30.6
|
)
|
|
92.0
|
|
|
2.7
|
|
|
—
|
|
|
64.1
|
|
|||||
Interest expense, net
|
60.0
|
|
|
0.2
|
|
|
(0.3
|
)
|
|
—
|
|
|
59.9
|
|
|||||
Loss on early extinguishment of debt
|
1.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|||||
Income (loss) before income taxes
|
(92.1
|
)
|
|
91.8
|
|
|
3.0
|
|
|
—
|
|
|
2.7
|
|
|||||
Income tax expense (benefit)
|
(28.3
|
)
|
|
35.6
|
|
|
0.6
|
|
|
—
|
|
|
7.9
|
|
|||||
Equity in income of subsidiaries
|
58.6
|
|
|
2.4
|
|
|
—
|
|
|
(61.0
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
(5.2
|
)
|
|
58.6
|
|
|
2.4
|
|
|
(61.0
|
)
|
|
(5.2
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
(103.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103.2
|
)
|
|||||
Net income (loss)
|
(108.4
|
)
|
|
58.6
|
|
|
2.4
|
|
|
(61.0
|
)
|
|
(108.4
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in other comprehensive income of subsidiaries
|
2.9
|
|
|
2.9
|
|
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|||||
Interest rate swap contracts, net of tax
|
3.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
|||||
Minimum pension liability, net of tax
|
(39.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.4
|
)
|
|||||
|
(33.5
|
)
|
|
2.9
|
|
|
2.9
|
|
|
(5.8
|
)
|
|
(33.5
|
)
|
|||||
Comprehensive income (loss)
|
$
|
(141.9
|
)
|
|
$
|
61.5
|
|
|
$
|
5.3
|
|
|
$
|
(66.8
|
)
|
|
$
|
(141.9
|
)
|
|
Issuer
|
|
Guarantor
companies
|
|
Non-
guarantor
companies
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
844.9
|
|
|
$
|
119.7
|
|
|
$
|
—
|
|
|
$
|
964.6
|
|
Cost of sales
|
(0.1
|
)
|
|
613.8
|
|
|
102.8
|
|
|
—
|
|
|
716.5
|
|
|||||
Gross profit
|
0.1
|
|
|
231.1
|
|
|
16.9
|
|
|
—
|
|
|
248.1
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative
|
31.1
|
|
|
147.0
|
|
|
13.7
|
|
|
—
|
|
|
191.8
|
|
|||||
Restructuring
|
1.0
|
|
|
2.2
|
|
|
0.4
|
|
|
—
|
|
|
3.6
|
|
|||||
Total operating expenses
|
32.1
|
|
|
149.2
|
|
|
14.1
|
|
|
—
|
|
|
195.4
|
|
|||||
Operating income (loss)
|
(32.0
|
)
|
|
81.9
|
|
|
2.8
|
|
|
—
|
|
|
52.7
|
|
|||||
Interest expense, net
|
65.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65.6
|
|
|||||
Income (loss) before income taxes
|
(97.6
|
)
|
|
81.9
|
|
|
2.8
|
|
|
—
|
|
|
(12.9
|
)
|
|||||
Income tax expense (benefit)
|
(34.4
|
)
|
|
30.6
|
|
|
0.9
|
|
|
—
|
|
|
(2.9
|
)
|
|||||
Equity in income of subsidiaries
|
53.2
|
|
|
1.9
|
|
|
—
|
|
|
(55.1
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
(10.0
|
)
|
|
53.2
|
|
|
1.9
|
|
|
(55.1
|
)
|
|
(10.0
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
(28.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.1
|
)
|
|||||
Net income (loss)
|
(38.1
|
)
|
|
53.2
|
|
|
1.9
|
|
|
(55.1
|
)
|
|
(38.1
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in other comprehensive loss of subsidiaries
|
(1.1
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|||||
Interest rate swap contracts, net of tax
|
4.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||||
Minimum pension liability, net of tax
|
12.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|||||
|
16.0
|
|
|
(1.1
|
)
|
|
(1.1
|
)
|
|
2.2
|
|
|
16.0
|
|
|||||
Comprehensive income (loss)
|
$
|
(22.1
|
)
|
|
$
|
52.1
|
|
|
$
|
0.8
|
|
|
$
|
(52.9
|
)
|
|
$
|
(22.1
|
)
|
|
Issuer
|
|
Guarantor
companies
|
|
Non-
guarantor
companies
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
807.8
|
|
|
$
|
151.9
|
|
|
$
|
—
|
|
|
$
|
959.7
|
|
Cost of sales
|
(0.3
|
)
|
|
568.1
|
|
|
132.8
|
|
|
—
|
|
|
700.6
|
|
|||||
Gross profit
|
0.3
|
|
|
239.7
|
|
|
19.1
|
|
|
—
|
|
|
259.1
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative
|
33.1
|
|
|
145.8
|
|
|
9.9
|
|
|
—
|
|
|
188.8
|
|
|||||
Restructuring
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Total operating expenses
|
33.1
|
|
|
146.4
|
|
|
9.9
|
|
|
—
|
|
|
189.4
|
|
|||||
Operating income
|
(32.8
|
)
|
|
93.3
|
|
|
9.2
|
|
|
—
|
|
|
69.7
|
|
|||||
Interest expense (income), net
|
68.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
68.0
|
|
|||||
Loss on early extinguishment of debt, net
|
4.6
|
|
|
—
|
|
|
—
|
|
|
|
|
|
4.6
|
|
|||||
Income (loss) before income taxes
|
(105.4
|
)
|
|
93.3
|
|
|
9.2
|
|
|
—
|
|
|
(2.9
|
)
|
|||||
Income tax expense (benefit)
|
(37.3
|
)
|
|
36.9
|
|
|
2.9
|
|
|
—
|
|
|
2.5
|
|
|||||
Equity in income (loss) of subsidiaries
|
62.7
|
|
|
6.3
|
|
|
—
|
|
|
(69.0
|
)
|
|
—
|
|
|||||
Income (loss) from continuing operations
|
(5.4
|
)
|
|
62.7
|
|
|
6.3
|
|
|
(69.0
|
)
|
|
(5.4
|
)
|
|||||
Income (loss) from discontinued operations, net of tax
|
(39.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.8
|
)
|
|||||
Net income (loss)
|
(45.2
|
)
|
|
62.7
|
|
|
6.3
|
|
|
(69.0
|
)
|
|
(45.2
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Equity in other comprehensive income of
subsidiaries
|
3.4
|
|
|
3.4
|
|
|
—
|
|
|
(6.8
|
)
|
|
—
|
|
|||||
Natural gas hedges, net of tax
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Interest rate swap contracts, net of tax
|
3.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.9
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
3.4
|
|
|
—
|
|
|
3.4
|
|
|||||
Minimum pension liability, net of tax
|
8.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|||||
|
15.7
|
|
|
3.4
|
|
|
3.4
|
|
|
(6.8
|
)
|
|
15.7
|
|
|||||
Comprehensive income (loss)
|
$
|
(29.5
|
)
|
|
$
|
66.1
|
|
|
$
|
9.7
|
|
|
$
|
(75.8
|
)
|
|
$
|
(29.5
|
)
|
|
Issuer
|
|
Guarantor
companies
|
|
Non-
guarantor
companies
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities from continuing operations
|
$
|
40.9
|
|
|
$
|
32.2
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
76.8
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(30.5
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(31.4
|
)
|
|||||
Acquisitions
|
—
|
|
|
(1.8
|
)
|
|
0.5
|
|
|
—
|
|
|
(1.3
|
)
|
|||||
Proceeds from sales of assets
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Net cash used in investing activities from continuing operations
|
—
|
|
|
(32.0
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
(32.4
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt borrowings
|
—
|
|
|
0.6
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|||||
Debt payments
|
(57.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57.2
|
)
|
|||||
Common stock issued
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
Dividends paid
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
|||||
Other
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Net cash used in financing activities from continuing operations
|
(68.0
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(68.1
|
)
|
|||||
Net cash flows from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
(43.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43.3
|
)
|
|||||
Investing activities
|
87.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87.5
|
|
|||||
Net cash used in discontinued operations
|
44.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44.2
|
|
|||||
Effect of currency exchange rate changes on cash
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|||||
Net change in cash and cash equivalents
|
17.1
|
|
|
0.1
|
|
|
4.8
|
|
|
—
|
|
|
22.0
|
|
|||||
Cash and cash equivalents at beginning of year
|
36.2
|
|
|
(3.8
|
)
|
|
28.6
|
|
|
—
|
|
|
61.0
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
53.3
|
|
|
$
|
(3.7
|
)
|
|
$
|
33.4
|
|
|
$
|
—
|
|
|
$
|
83.0
|
|
|
Issuer
|
|
Guarantor
companies
|
|
Non-
guarantor
companies
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities from continuing operations
|
$
|
31.6
|
|
|
$
|
17.9
|
|
|
$
|
2.6
|
|
|
$
|
—
|
|
|
$
|
52.1
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(0.8
|
)
|
|
(21.8
|
)
|
|
(0.5
|
)
|
|
—
|
|
|
(23.1
|
)
|
|||||
Acquisitions
|
—
|
|
|
(1.3
|
)
|
|
(7.9
|
)
|
|
—
|
|
|
(9.2
|
)
|
|||||
Proceeds from sales of assets
|
—
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|||||
Net cash used in investing activities from continuing operations
|
(0.8
|
)
|
|
(22.0
|
)
|
|
(8.4
|
)
|
|
—
|
|
|
(31.2
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt borrowings
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Debt paid or repurchased
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.0
|
)
|
|||||
Common stock issued
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Dividends paid
|
(10.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.9
|
)
|
|||||
Payment of deferred financing fees
|
(0.4
|
)
|
|
|
|
|
|
|
|
|
|
|
(0.4
|
)
|
|||||
Other
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|||||
Net cash provided by (used in) financing activities from continuing operations
|
(25.3
|
)
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
(22.9
|
)
|
|||||
Net cash flows from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
(12.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12.2
|
)
|
|||||
Investing activities
|
(8.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8.4
|
)
|
|||||
Net cash used in discontinued operations
|
(20.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20.6
|
)
|
|||||
Effect of currency exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||||
Net change in cash and cash equivalents
|
(15.1
|
)
|
|
(1.7
|
)
|
|
(6.2
|
)
|
|
—
|
|
|
(23.0
|
)
|
|||||
Cash and cash equivalents at beginning of year
|
51.3
|
|
|
(2.1
|
)
|
|
34.8
|
|
|
—
|
|
|
84.0
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
36.2
|
|
|
$
|
(3.8
|
)
|
|
$
|
28.6
|
|
|
$
|
—
|
|
|
$
|
61.0
|
|
|
Issuer
|
|
Guarantor
companies
|
|
Non-
guarantor
companies
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities from continuing operations
|
$
|
121.2
|
|
|
$
|
(37.2
|
)
|
|
$
|
13.9
|
|
|
$
|
—
|
|
|
$
|
97.9
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(0.2
|
)
|
|
(21.0
|
)
|
|
(0.6
|
)
|
|
—
|
|
|
(21.8
|
)
|
|||||
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from sales of assets
|
—
|
|
|
55.0
|
|
|
—
|
|
|
—
|
|
|
55.0
|
|
|||||
Net cash used in investing activities from continuing operations
|
(0.2
|
)
|
|
34.0
|
|
|
(0.6
|
)
|
|
—
|
|
|
33.2
|
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt borrowings
|
270.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
270.5
|
|
|||||
Debt paid or repurchased
|
(318.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(318.5
|
)
|
|||||
Common stock issued
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Dividends paid
|
(10.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.8
|
)
|
|||||
Payment of deferred financing fees
|
(9.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.8
|
)
|
|||||
Other
|
—
|
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|||||
Net cash provided by (used in) financing activities from continuing operations
|
(67.6
|
)
|
|
1.7
|
|
|
—
|
|
|
—
|
|
|
(65.9
|
)
|
|||||
Net cash flows from discontinued operations:
|
.
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating activities
|
(34.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.7
|
)
|
|||||
Investing activities
|
(9.6
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9.6
|
)
|
|||||
Net cash used in discontinued operations
|
(44.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44.3
|
)
|
|||||
Effect of currency exchange rate changes on cash
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|||||
Net change in cash and cash equivalents
|
9.1
|
|
|
(1.5
|
)
|
|
14.8
|
|
|
—
|
|
|
22.4
|
|
|||||
Cash and cash equivalents at beginning of year
|
42.2
|
|
|
(0.6
|
)
|
|
20.0
|
|
|
—
|
|
|
61.6
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
51.3
|
|
|
$
|
(2.1
|
)
|
|
$
|
34.8
|
|
|
$
|
—
|
|
|
$
|
84.0
|
|
Note 22.
|
Corrections to Previously Reported Information (Unaudited)
|
|
Six months ended
March 31, 2011
|
|
Nine months ended
June 30, 2011
|
||||||||||||
|
Previously reported
|
|
Corrected
|
|
Previously reported
|
|
Corrected
|
||||||||
|
(in millions)
|
||||||||||||||
Operating activities:
|
|
|
|
|
|
|
|
||||||||
Net loss
|
$
|
(25.8
|
)
|
|
$
|
(25.8
|
)
|
|
$
|
(28.5
|
)
|
|
$
|
(28.5
|
)
|
Less: loss from discontinued operations
|
14.7
|
|
|
14.7
|
|
|
24.3
|
|
|
24.3
|
|
||||
Loss from continuing operations
|
(11.1
|
)
|
|
(11.1
|
)
|
|
(4.2
|
)
|
|
(4.2
|
)
|
||||
Adjustments to reconcile loss from continuing operations to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
17.0
|
|
|
17.0
|
|
|
25.3
|
|
|
25.3
|
|
||||
Amortization
|
14.5
|
|
|
14.5
|
|
|
21.9
|
|
|
21.9
|
|
||||
Stock-based compensation expense
|
3.6
|
|
|
3.6
|
|
|
4.9
|
|
|
4.9
|
|
||||
Deferred income taxes
|
(7.2
|
)
|
|
(1.4
|
)
|
|
(14.5
|
)
|
|
(4.5
|
)
|
||||
Retirement plans
|
2.5
|
|
|
4.7
|
|
|
6.2
|
|
|
6.2
|
|
||||
Interest rate swap contracts
|
3.9
|
|
|
3.9
|
|
|
6.0
|
|
|
6.0
|
|
||||
Other, net
|
0.2
|
|
|
0.2
|
|
|
1.5
|
|
|
1.5
|
|
||||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
|
|
||||||||
Receivables
|
(4.6
|
)
|
|
(4.6
|
)
|
|
(18.0
|
)
|
|
(18.0
|
)
|
||||
Inventories
|
1.6
|
|
|
1.6
|
|
|
7.2
|
|
|
7.2
|
|
||||
Other current assets and other noncurrent assets
|
0.7
|
|
|
0.7
|
|
|
(2.0
|
)
|
|
(2.0
|
)
|
||||
Accounts payable and other liabilities
|
(34.5
|
)
|
|
(34.5
|
)
|
|
(34.5
|
)
|
|
(34.5
|
)
|
||||
Net cash provided by (used in) operating activities
|
(13.4
|
)
|
|
(5.4
|
)
|
|
(0.2
|
)
|
|
9.8
|
|
||||
Investing activities:
|
|
|
|
|
|
|
|
||||||||
Capital expenditures
|
(10.0
|
)
|
|
(10.0
|
)
|
|
(15.9
|
)
|
|
(15.9
|
)
|
||||
Acquisitions
|
(7.9
|
)
|
|
(7.9
|
)
|
|
(7.9
|
)
|
|
(7.9
|
)
|
||||
Proceeds from sales of assets
|
0.9
|
|
|
0.9
|
|
|
1.1
|
|
|
1.1
|
|
||||
Net cash used in investing activities
|
(17.0
|
)
|
|
(17.0
|
)
|
|
(22.7
|
)
|
|
(22.7
|
)
|
||||
Financing activities:
|
|
|
|
|
|
|
|
||||||||
Debt borrowings
|
0.1
|
|
|
0.1
|
|
|
0.5
|
|
|
0.5
|
|
||||
Common stock issued
|
0.3
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
Payment of deferred financing fees
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
||||
Dividends paid
|
(5.4
|
)
|
|
(5.4
|
)
|
|
(8.1
|
)
|
|
(8.1
|
)
|
||||
Other
|
0.2
|
|
|
0.2
|
|
|
0.6
|
|
|
0.6
|
|
||||
Net cash used in financing activities
|
(5.1
|
)
|
|
(5.1
|
)
|
|
(7.4
|
)
|
|
(7.4
|
)
|
||||
Net cash flows from discontinued operations:
|
|
|
|
|
|
|
|
||||||||
Operating activities
|
(1.8
|
)
|
|
(9.8
|
)
|
|
(3.0
|
)
|
|
(13.0
|
)
|
||||
Investing activities
|
(4.2
|
)
|
|
(4.2
|
)
|
|
(6.1
|
)
|
|
(6.1
|
)
|
||||
Net cash used in discontinued operations
|
(6.0
|
)
|
|
(14.0
|
)
|
|
(9.1
|
)
|
|
(19.1
|
)
|
||||
Effect of currency exchange rate changes on cash
|
1.3
|
|
|
1.3
|
|
|
1.1
|
|
|
1.1
|
|
||||
Net change in cash and cash equivalents
|
(40.2
|
)
|
|
(40.2
|
)
|
|
(38.3
|
)
|
|
(38.3
|
)
|
||||
Cash and cash equivalents at beginning of period
|
84.0
|
|
|
84.0
|
|
|
84.0
|
|
|
84.0
|
|
||||
Cash and cash equivalents at end of period
|
$
|
43.8
|
|
|
$
|
43.8
|
|
|
$
|
45.7
|
|
|
$
|
45.7
|
|
(a)
|
The Participant is familiar with the businesses of the Company and its Subsidiaries and the commercial and competitive nature of the industry and recognizes that the value of the Company's business would be injured if the Participant performed Competitive Services for a Competing Business;
|
(b)
|
This covenant not to compete is essential to the continued good will and profitability of the Company;
|
(c)
|
In the course of employment with the Company or its Subsidiaries, the Participant will become familiar with the trade secrets and other Confidential Information (as defined below) of the Company and its Subsidiaries, affiliates, and other related entities, and that the Participant's services will be of special, unique, and extraordinary value to the Company; and
|
(d)
|
The Participant's skills and abilities should enable him or her to seek and obtain similar employment in a business other than a Competing Business, and the Participant possesses other skills that will serve as the basis for employment opportunities that are not prohibited by this covenant not to compete. Following the Participant's Termination of Employment with the Company, he or she expects to be able to earn a livelihood without violating the terms of this Agreement.
|
(a)
|
The Participant agrees that he or she will not, other than in performance of his or her duties for the Company or its Subsidiaries, disclose or divulge to Third Parties (as defined below) or use or exploit for his or her own benefit or for the benefit of Third Parties any Confidential Information, including trade secrets. For the purposes of this Agreement, “Confidential Information” shall mean confidential and proprietary information, trade secrets, knowledge or data relating to the Company and its Subsidiaries and their businesses, including but not limited to information disclosed to the Participant, or known by the Participant as a consequence of or through employment with the Company or its Subsidiaries, where such information is not generally known in the trade or industry, and where such information refers or relates in any manner whatsoever to the business activities, processes, services, or products of the Company or its Subsidiaries; business and development plans (whether contemplated, initiated, or completed); mergers and acquisitions; pricing information; business contacts; sources of
|
(b)
|
The Participant acknowledges and agrees that the Confidential Information is necessary for the Company's ability to compete with its competitors. The Participant further acknowledges and agrees that the prohibitions against disclosure and use of Confidential Information recited herein are in addition to, and not in lieu of, any rights or remedies that the Company or a Subsidiary may have available pursuant to the laws of the State of Delaware to prevent the disclosure of trade secrets or proprietary information, including but not limited to the Delaware Uniform Trade Secrets Act, 6 Del. Code Ann. §2001,
et seq
. The Participant agrees that this non-disclosure obligation may extend longer than two (2) years following his or her Termination of Employment as to any materials or information that constitutes a trade secret under the Delaware Uniform Trade Secrets Act.
|
(c)
|
For purposes of this Agreement, “Third Party” or “Third Parties” shall mean persons, sole proprietorships, firms, partnerships, limited liability partnerships, associations, corporations, limited liability companies, and all other business organizations and entities, excluding the Participant and the Company.
|
(d)
|
The Participant agrees to take all reasonable precautions to safeguard and prevent disclosure of Confidential Information to unauthorized persons or entities.
|
(a)
|
The Participant and the Company agree that final and binding arbitration shall be the exclusive remedy for any controversy, dispute, or claim arising out of or relating to this Agreement.
|
(b)
|
This Section covers all claims and actions of whatever nature, both at law and in equity, including, but not limited to, any claim for breach of contract (including this Agreement), and includes claims against the Participant and claims against the Company and its Subsidiaries and/or any parents, affiliates, owners, officers, directors, employees, agents, general partners or limited partners of the Company, to the extent such claims involve, in any way, this Agreement. This Section covers all judicial claims that could be brought by either party to this Agreement, but does not cover the filing of charges with government agencies that prohibit waiver of the right to file a charge.
|
(c)
|
The arbitration proceeding will be administered by a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, taking into account the need for speed and confidentiality. The Arbitrator shall be an attorney or judge with experience in contract litigation and selected pursuant to the applicable rules of the American Arbitration Association.
|
(d)
|
The place and situs of arbitration shall be Wilmington, Delaware (or such other location as may be mutually agreed to by the parties). The Arbitrator may adopt the Commercial Arbitration Rules of the American Arbitration Association, but shall be entitled to deviate from such rules in the Arbitrator's sole discretion in the interest of a speedy resolution of any dispute or as the Arbitrator shall deem just. The parties agree to facilitate the arbitration by (a) making available to each other and to the Arbitrator for inspection and review all documents, books and records as the Arbitrator shall determine to be relevant to the dispute, (b) making individuals under their control available to other parties and the Arbitrator and (c) observing strictly the time periods established by the Arbitrator for the submission of evidence and pleadings. The Arbitrator shall have the power to render declaratory judgments, as well as to award monetary claims, provided that the Arbitrator shall not have the power to act (i) outside the prescribed scope of this Agreement, or (ii) without providing an opportunity to each party to be represented before the Arbitrator.
|
(e)
|
The Arbitrator's award shall be in writing. The arbitrator shall allocate the costs and expenses of the proceedings between the parties and shall award interest as the Arbitrator deems appropriate. The arbitration judgment shall be final and binding on the parties. Judgment on the Arbitrator's award may be entered in any court having jurisdiction.
|
(a)
|
In the event of a breach of this Agreement by the Participant or a material breach of Company policy or laws or regulations that could result in a termination for cause (whether or not the Participant is terminated), then the RSUs granted hereby shall be void and of no effect, unless the Committee determines otherwise.
|
(b)
|
In the event of financial impropriety by the Participant that results in a restatement of the financial statements of the Company for any applicable period (the “Applicable Period”), as determined by the Audit Committee or the Company's independent registered public accounting firm; then, if the award granted hereby is made during the Applicable Period or within 90 days after the end of such Applicable Period, the number of RSUs granted hereunder shall be reduced by a fraction:
|
(i)
|
The numerator of which is the amount of operating income decline for the Applicable Period caused by such restatement or breach, and
|
(ii)
|
The denominator of which is the amount of operating income previously determined for the Applicable Period,
|
(c)
|
In addition to the foregoing, if the Participant has realized any profits from the sale of other Company's securities during the 12-month period prior to the discovery of breach or financial impropriety referred to above, the Participant shall reimburse the Company for those profits to the extent required by the Company's Clawback Policy
|
(d)
|
The Company shall have the right to offset future compensation - including at its sole discretion stock compensation - to recover any amounts that may be recovered by the Company hereunder.
|
(a)
|
This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this Agreement, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, under any blue sky or state securities laws applicable to such shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.
|
(b)
|
The Committee may terminate, amend, or modify the Plan and this Agreement under the terms of and as set forth in the Plan.
|
(c)
|
The Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold and sell shares having an aggregate Fair Market Value on the date the tax is to be determined, equal to the amount required to be withheld, subject to the restrictions imposed by applicable securities laws and Company policies regarding trading in its shares.
|
(d)
|
The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising his or her rights under this Agreement.
|
(e)
|
This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
(f)
|
This Agreement and the Plan constitute the entire understanding between the Participant and the Company regarding the RSUs granted hereunder. This Agreement and the Plan supersede any prior agreements, commitments or negotiations concerning the RSUs granted hereunder.
|
(g)
|
All rights and obligations of the Company under the Plan and this Agreement, shall inure to the benefit of and be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
|
(h)
|
To the extent not preempted by the laws of the United States, the laws of the State of Delaware shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws.
|
(i)
|
The Participant acknowledges and agrees that the Covenants and other provisions contained herein are reasonable and valid and do not impose limitations greater than those that are necessary to protect the business interests and Confidential Information of the Company. The Company and the Participant agree that the invalidity or unenforceability of any one or more of the Covenants, other provisions, or parts thereof of this Agreement shall not affect the validity or enforceability of the other Covenants, provisions, or parts thereof, all of which are inserted conditionally on their being valid in law, and in the event one or more Covenants, provisions, or parts thereof contained herein shall be invalid, this Agreement shall be construed as if such invalid Covenants, provisions, or parts thereof had not been inserted. The Participant and the Company agree that the Covenants and other provisions contained in this Agreement are severable and divisible, that none of such Covenants or provisions depend on any other Covenant or provision for their enforceability, that each such Covenant and provision constitutes an enforceable obligation between the Company and the Participant, that each such Covenant and provision shall be construed as an agreement independent of any other Covenant or provision of this Agreement, and that the existence of any claim or cause of action by one party to this Agreement against another party to this Agreement, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by any party to this Agreement of any such Covenant or provision.
|
(j)
|
If any of the provisions contained in this Agreement relating to the Covenants or other provisions contained herein, or any part thereof, are determined to be unenforceable because of the length of any period of time, the size of any area, the scope of activities or similar term contained therein, then such period of time, area, scope of activities or similar term shall be considered to be adjusted to a period of time, area, scope of activities or similar term which would cure such invalidity, and such Covenant or provision in its reduced form shall then be enforced to the maximum extent permitted by applicable law.
|
(k)
|
This Agreement is intended to satisfy the requirements of Section 409A of the Code and shall be construed accordingly. To the extent that any amount or benefit that constitutes nonqualified deferred compensation under Section 409A of the Code, and that is not exempt under Section 409A, is otherwise payable or distributable to him or her on account of separation from service (within the meaning of Section 409A of the Code) while he or she is a specified employee (within the meaning of Section 409A of the Code), such amount or benefit shall be paid or distributed on the
later of
time for payment described in Section 3 of this Agreement and that date which is six (6) months after such separation from service.
|
(l)
|
The parties agree that the mutual promises and covenants contained in this Agreement constitute good and valuable consideration.
|
1.
|
Performance Period and Criteria
. Each fiscal year in the Award Cycle is a separate performance period (each, a “Performance Period”).
|
2.
|
Employment with the Company
. Except as may otherwise be provided in Section 3, the Performance Shares granted hereunder are granted on the condition that (a) the Participant accept this Agreement no later than ninety (90) days following the Date of Grant, after which time this Agreement shall be void and of no further effect and (b) the Participant remains in Continuous Service from the Date of Award through (and including) the vesting date, as set forth in Section 3 (referred to herein as the “Period of Restriction”).
|
3.
|
Vesting
.
|
a.
|
Normal
. Except as described in Sections 3(b) and (c), the Participant's interest in the earned Performance Shares, if any, granted under this Agreement shall become transferable and nonforfeitable (“Vested”) on the last day of the Award Cycle provided the Participant continues to be employed in Continuous Service through the last day of the Award Cycle. If the Participant ceases to be employed by the Company or any Subsidiary for any reason (except as may be provided in Sections 3(b) or (c)) before the last day of the Award Cycle), all Performance Shares that are not then Vested shall be forfeited, without any payment whatsoever to the Participant.
|
b.
|
Death, Disability and Retirement
. If a Participant terminates Continuous Service as a result of death, Disability or Retirement, all Performance Shares earned for Performance Periods completed prior to such termination shall Vest following such termination of Continuous Service. Performance Shares earned for the Performance Period in which the termination occurs shall be Vested on a pro rata basis based on the Participant's service during the Performance Period and the actual achievement of performance criteria for such Performance Period. No Performance Shares shall be earned for any Performance Period that begins after the Participant terminates Continuous Service.
|
c.
|
Change of Control
. Notwithstanding anything to the contrary in this Agreement, in the event of a Change of Control of the Company during the Period of Restriction and prior to the Participant's termination of Continuous Service, the Period of Restriction imposed on any Performance Shares earned for Performance Periods completed prior to the Change of Control shall immediately lapse, and all such Performance Shares shall become nonforfeitable, subject to applicable federal and state securities laws. Performance Shares for the Performance Period in which the Change of Control occurs and any subsequent Performance Period in such Award Cycle shall automatically be earned at target and the Period of Restriction shall immediately lapse and all such Performance Shares shall become nonforfeitable, subject to applicable federal and state securities laws. Notwithstanding the foregoing, a transaction or series of transactions in which the Company separates one or more of its existing businesses, whether by sale, spin-off or otherwise, and whether or not any such transaction or series of transactions requires a vote of the stockholders, shall not be considered a “Change of Control.”
|
4.
|
Timing of Payout
.
|
a.
|
Normal
. Except as described in Sections 4 (b) shares of Common Stock attributable to Vested Performance Shares shall be delivered to the Participant or his or her beneficiary in the event of the participant's death within ninety (90) days after the last day of the Award Cycle.
|
b.
|
Death, Disability or Retirement
. In the event that a Participant terminates Continuous Service as a result of death, Disability or Retirement, shares of Common Stock attributable to Vested Performance Shares shall be delivered to the Participant or his or her beneficiary in the event of the Participant's death within ninety (90) days after the last day of the Performance Period in which the Participant so terminates Continuous Service; provided such termination constitutes a “separation from service” within the meaning of Section 409A of the Code.
|
c.
|
Change of Control
. In the event of a Change of Control, shares of Common Stock attributable to Vested Performance Shares shall be delivered at the same time as described in Section 4(a) or Section 4(b) as if the Change of Control had not occurred (
i.e.,
shares shall be delivered within ninety (90) days following the end of the Award Cycle or earlier if the Participant terminates employment by reason of death, Disability or Retirement) or upon other termination of Continuous Service; provided that such Retirement or other termination of Continuous Service constitutes a "separation from service" within the meaning of Section 409A of the Code.
|
d.
|
Specific Payment Date
. The Committee shall determine on what date within the ninety (90) day payment period described above actual payment shall be made.
|
5.
|
Form of Payout
. Vested Performance Shares will be paid out solely in the form of shares of common stock of the Company or such other security as common stock shall be converted into in the future. The Participant shall be paid one share of Company Stock (or such other number of securities into which the Common Stock is converted upon a Change of Control as the Committee shall determine in good faith) for each Vested Performance Share.
|
6.
|
Voting Rights and Dividends
. Until such time as the Performance Shares are paid out in shares of the Company's common stock, the Participant shall not have voting rights. Further, no dividends shall be paid on any of the Performance Shares.
|
7.
|
Termination of Continuous Service
. In the event of the Participant's termination of Continuous Service for any reason other than the Participant's death, Disability or Retirement during the Period of Restriction (and except as otherwise provided in Section 3(c) with respect to Performance Shares that become nonforfeitable upon a Change in Control), all Performance Shares held by the Participant at the time of his or her termination of Continuous Service and still subject to the Period of Restriction shall be forfeited by the Participant to the Company.
|
8.
|
Restrictions on Transfer
. Unless and until actual shares of Company stock are received upon payout, Performance Shares granted pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a “Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of Performance Shares is made, or if any attachment, execution, garnishment or lien shall be issued against or placed upon the Performance Shares, the Participant's right to such Performance Shares shall be immediately forfeited by the Participant to the Company, and this Agreement shall lapse.
|
9.
|
Recapitalization
. In the event of any change in the capitalization of the Company such as a stock split or corporate transaction such as any merger, consolidation, separation or otherwise, the number and class of Performance Shares subject to this Agreement shall be equitably adjusted by the Committee, as set forth in the Plan, to prevent dilution or enlargement of rights.
|
10.
|
Beneficiary Designation
. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and shall be effective only when filed by the Participant in writing with the Secretary of the Company during his or her lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to his or her estate.
|
11.
|
Continuation of Employment
. This Agreement shall not confer upon the Participant any right to continue employment with the Company or its Subsidiaries, nor shall this Agreement interfere in any way with the Company's or its Subsidiaries' right to terminate the Participant's employment at any time. For purposes of this Agreement, “Termination of Employment” shall mean termination or cessation of the Participant's employment with the Company and its Subsidiaries for any reason (or no reason), whether the termination of employment is instituted by the Participant or the Company or a Subsidiary, and whether the termination of employment is with or without cause.
|
12.
|
Noncompetition
. Upon termination other than involuntary termination not for cause, the Participant agrees that, for one year following such termination, he or she will not engage in executive or management services for a company that, within the 12 months prior to the termination, sold products that compete with the products of the Company or its subsidiaries (a “Competitor,” and such products being a “Competitor's Products”) within 25 miles of any location in the United States where the Company or its subsidiaries had sales of products (the “Restricted Area”) at the time of such termination.
|
a.
|
The Participant is familiar with the businesses of the Company and its Subsidiaries and the commercial and competitive nature of the industry and recognizes that the value of the Company's business would be injured if the Participant performed Competitive Services for a Competing Business;
|
b.
|
This covenant not to compete is essential to the continued good will and profitability of the Company;
|
c.
|
In the course of employment with the Company or its Subsidiaries, the Participant will become familiar with the trade secrets and other Confidential Information (as defined below) of the Company and its Subsidiaries, affiliates, and other related entities, and that the Participant's services will be of special, unique, and extraordinary value to the Company; and
|
d.
|
The Participant's skills and abilities should enable him or her to seek and obtain similar employment in a business other than a Competing Business, and the Participant possesses other skills that will serve as the basis for employment opportunities that are not prohibited by this covenant not to compete. Following the Participant's Termination of Employment with the Company, he or she expects to be able to earn a livelihood without violating the terms of this Agreement.
|
13.
|
Nonsolicitation of Employees
. During the term of the Participant's employment with the Company or its Subsidiaries and for a period of twelve (12) months following the Participant's Termination of Employment, the Participant shall not, either on his or her own account or for any person, entity, business or enterprise within the Restricted Area: (a) solicit any employee of the Company or its Subsidiaries with whom the Participant had contact during the two (2) years prior to his or her Termination of Employment to leave his or her employment with the Company or its Subsidiaries; or (b) induce or attempt to induce any such employee to breach any employment agreement with the Company.
|
14.
|
Nonsolicitation of Customers
. During the term of the Participant's employment with the Company or its Subsidiaries and for a period of one year following the Participant's Termination of Employment, the Participant shall not directly or indirectly solicit or attempt to solicit any current customer of the Company or any of its Subsidiaries with which the Participant had Material Contact (as defined below) during the two (2) years prior to his or her Termination of Employment: (a) to cease doing business in whole or in part with or through the Company or any of its Subsidiaries; or (b) to do business with any other person, entity, business or enterprise which performs services competitive to those provided by the Company or any of its Subsidiaries. This restriction on post-employment conduct shall apply only to solicitation for the purpose of selling or offering products or services that are similar to or which compete with those products or services offered by the Company or its Subsidiaries during the period of the Participant's employment. For purposes of this Section, “Material Contact” shall be defined as any communication intended or expected to develop or further a business relationship and customers about which the employee learned confidential information as a result of his or her employment.
|
15.
|
Developments; Non-Disparagement
. The Participant agrees that neither during his or her employment nor following his or her Termination of Employment and continuing for so long as the Company or any affiliate, successor or assigns thereof carries on the name or like business within the Restricted Area, the Participant shall not, directly or indirectly, for himself or herself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation, business entity or otherwise make any statements that are inflammatory, detrimental, slanderous, or materially negative in any way to the interests of the Company or its Subsidiaries or other affiliated entities.
|
16.
|
Confidentiality and Nondisclosure
.
|
a.
|
The Participant agrees that he or she will not, other than in performance of his or her duties for the Company or its Subsidiaries, disclose or divulge to Third Parties (as defined below) or use or exploit for his or her own benefit or for the benefit of Third Parties any Confidential Information, including trade secrets. For the purposes of this Agreement, “Confidential Information” shall mean confidential and proprietary information, trade secrets, knowledge or data relating to the Company and its Subsidiaries and their businesses, including but not limited to information disclosed to the Participant, or known by the Participant as a consequence of or through employment with the Company or its Subsidiaries, where such information is not generally known in the trade or industry, and where such information refers or relates in any manner whatsoever to the business activities, processes, services, or products of the Company or its Subsidiaries; business and development plans (whether contemplated, initiated, or completed); mergers and acquisitions; pricing information; business contacts; sources of supply; customer information (including customer lists, customer preferences, and sales history); methods of operation; results of analysis; customer lists (including advertising contacts); business forecasts; financial data; costs; revenues; information maintained in electronic form (such as e-mails, computer files, or information on a cell phone, Blackberry, or other personal data device); and similar information. Confidential Information shall not include any data or information in the public domain, other than as a result of a breach of this Agreement. The provisions of this paragraph shall apply to the Participant at any time during his or her employment with the Company or its Subsidiaries and for a period of two (2) years following his or her Termination of Employment or, if the Confidential Information is a trade secret, such longer period of time as may be permitted by controlling trade secret laws.
|
b.
|
The Participant acknowledges and agrees that the Confidential Information is necessary for the Company's ability to compete with its competitors. The Participant further acknowledges and agrees that the prohibitions against disclosure and use of Confidential Information recited herein are in addition to, and not in lieu of, any rights or remedies that the Company or a Subsidiary may have available pursuant to the laws of the State of Delaware to prevent the disclosure of trade secrets or proprietary information, including but not limited to the Delaware Uniform Trade Secrets Act, 6 Del. Code Ann. §2001, et seq. The Participant agrees that this non-disclosure obligation may extend longer than two (2) years following his or her Termination of Employment as to any materials or information that constitutes a trade secret under the Delaware Uniform Trade Secrets Act.
|
c.
|
For purposes of this Agreement, “Third Party” or “Third Parties” shall mean persons, sole proprietorships, firms, partnerships, limited liability partnerships, associations, corporations, limited liability companies, and all other business organizations and entities, excluding the Participant and the Company.
|
d.
|
The Participant agrees to take all reasonable precautions to safeguard and prevent disclosure of Confidential Information to unauthorized persons or entities.
|
17.
|
Intellectual Property
. The Participant agrees that he or she has no right to use for the benefit of the Participant or anyone other than the Company or its Subsidiaries, any of the copyrights, trademarks, service marks, patents, and inventions of the Company or its Subsidiaries.
|
18.
|
Injunctive Relief
. The Participant and the Company recognize that breach of the provisions of this Agreement restricting the Participant's activities would give rise to immediate and irreparable injury to the Company that is inadequately compensable in damages. In the event of a breach or threatened breach of the restrictions contained in this Agreement regarding noncompetition, nonsolicitation of employees, nonsolicitation of customers, Developments, non-disparagement, confidentiality and nondisclosure of Confidential Information, and intellectual property (collectively, the “Covenants”), the Participant agrees and consents that the Company shall be entitled to injunctive relief, both preliminary and permanent, without bond, in addition to reimbursement from the Participant for all reasonable attorneys' fees and expenses incurred by the Company in enforcing these provisions, should the Company prevail. The Participant also agrees not raise the defense that the Company has an adequate remedy at law. In addition, the Company shall be entitled to any other legal or equitable remedies as may be available under law. The remedies provided in this Agreement shall be deemed cumulative and the exercise of one shall not preclude the exercise of any other remedy at law or in equity for the same event or any other event.
|
19.
|
Dispute Resolution; Agreement to Arbitrate
.
|
a.
|
The Participant and the Company agree that final and binding arbitration shall be the exclusive remedy for any controversy, dispute, or claim arising out of or relating to this Agreement.
|
b.
|
This Section covers all claims and actions of whatever nature, both at law and in equity, including, but not limited to, any claim for breach of contract (including this Agreement), and includes claims against the Participant and claims against the Company and its Subsidiaries and/or any parents, affiliates, owners, officers, directors, employees, agents, general partners or limited partners of the Company, to the extent such claims involve, in any way, this Agreement. This Section covers all judicial claims that could be brought by either party to this Agreement, but does not cover the filing of charges with government agencies that prohibit waiver of the right to file a charge.
|
c.
|
The arbitration proceeding will be administered by a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, taking into account the need for speed and confidentiality. The Arbitrator shall be an attorney or judge with experience in contract litigation and selected pursuant to the applicable rules of the American Arbitration Association.
|
d.
|
The place and situs of arbitration shall be Wilmington, Delaware (or such other location as may be mutually agreed to by the parties). The Arbitrator may adopt the Commercial Arbitration Rules of the American Arbitration Association, but shall be entitled to deviate from such rules in the Arbitrator's sole discretion in the interest of a speedy resolution of any dispute or as the Arbitrator shall deem just. The parties agree to facilitate the arbitration by (a) making available to each other and to the Arbitrator for inspection and review all documents, books and records as the Arbitrator shall determine to be relevant to the dispute, (b) making individuals under their control available to other parties and the Arbitrator and (c) observing strictly the time periods established by the Arbitrator for the submission of evidence and pleadings. The Arbitrator shall have the power to render declaratory judgments, as well as to award monetary claims, provided that the Arbitrator shall not have the power to act (i) outside the prescribed scope of this Agreement, or (ii) without providing an opportunity to each party to be represented before the Arbitrator.
|
e.
|
The Arbitrator's award shall be in writing. The arbitrator shall allocate the costs and expenses of the proceedings between the parties and shall award interest as the Arbitrator deems appropriate. The arbitration judgment shall be final and binding on the parties. Judgment on the Arbitrator's award may be entered in any court having jurisdiction.
|
20.
|
Clawback
.
|
a.
|
In the event of a breach of this Agreement by the Participant or a material breach of Company policy or laws or regulations that could result in a termination for cause (whether or not the Participant is terminated), then the Performance shares granted hereby shall be void and of no effect, unless the Committee determines otherwise.
|
b.
|
In the event of financial impropriety by the Participant that results in a restatement of the financial statements of the Company for any applicable period (the “Applicable Period”), as determined by the Audit Committee or the Company's independent registered public accounting firm; then, if the award granted hereby is made during the Applicable Period or within 90 days after the end of such Applicable Period, the number of Performance Shares granted hereunder shall be reduced by a fraction:
|
(i)
|
The numerator of which is the amount of operating income decline for the Applicable Period caused by such restatement or breach, and
|
(ii)
|
The denominator of which is the amount of operating income previously determined for the Applicable Period,
|
c.
|
In addition to the foregoing, if the Participant has realized any profits from the sale of other Company's securities during the 12-month period prior to the discovery of breach or financial impropriety referred to above, the Participant shall reimburse the Company for those profits to the extent required by the Company's Clawback Policy.
|
d.
|
The Company shall have the right to offset future compensation - including at its sole discretion stock compensation - to recover any amounts that may be recovered by the Company hereunder.
|
21.
|
Miscellaneous
.
|
a.
|
This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this Agreement, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, under any blue sky or state securities laws applicable to
|
b.
|
The Committee may terminate, amend or modify the Plan and this Agreement under the terms of and as set forth in the Plan.
|
c.
|
The Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold and sell shares having an aggregate Fair Market Value on the date the tax is to be determined, equal to the amount required to be withheld, subject to the restrictions imposed by applicable securities laws and Company policies regarding trading in its shares.
|
d.
|
The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising his or her rights under this Agreement.
|
e.
|
This Agreement shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
f.
|
This Agreement and the Plan constitute the entire understanding between the Participant and the Company regarding the Performance Shares granted hereunder. This Agreement and the Plan supersede any prior agreements, commitments or negotiations concerning the Performance Shares granted hereunder.
|
g.
|
All rights and obligations of the Company under the Plan and this Agreement, shall inure to the benefit of and be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
|
h.
|
To the extent not preempted by the laws of the United States, the laws of the State of Delaware shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws.
|
i.
|
The Participant acknowledges and agrees that the Covenants and other provisions contained herein are reasonable and valid and do not impose limitations greater than those that are necessary to protect the business interests and Confidential Information of the Company. The Company and the Participant agree that the invalidity or unenforceability of any one or more of the Covenants, other provisions, or parts thereof of this Agreement shall not affect the validity or enforceability of the other Covenants, provisions, or parts thereof, all of which are inserted conditionally on their being valid in law, and in the event one or more Covenants, provisions, or parts thereof contained herein shall be invalid, this Agreement shall be construed as if such invalid Covenants, provisions, or parts thereof had not been inserted. The Participant and the Company agree that the Covenants and other provisions contained in this Agreement are severable and divisible, that none of such Covenants or provisions depend on any other Covenant or provision for their enforceability, that each such Covenant and provision constitutes an enforceable obligation between the Company and the Participant, that each such Covenant and provision shall be construed as an agreement independent of any other Covenant or provision of this Agreement, and that the existence of any claim or cause of action by one party to this Agreement against another party to this Agreement, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by any party to this Agreement of any such Covenant or provision.
|
j.
|
If any of the provisions contained in this Agreement relating to the Covenants or other provisions contained herein, or any part thereof, are determined to be unenforceable because of the length of any period of time, the size of any area, the scope of activities or similar term contained therein, then such period of time, area, scope of activities or similar term shall be considered to be adjusted to a period of time, area, scope of activities or similar term which would cure such invalidity, and such Covenant or provision in its reduced form shall then be enforced to the maximum extent permitted by applicable law.
|
k.
|
This Agreement is intended to satisfy the requirements of Section 409A of the Code and shall be construed accordingly. To the extent that any amount or benefit that constitutes nonqualified deferred compensation under Section 409A of the Code, and that is not exempt under Section 409A, is otherwise payable or distributable to him or her on account of separation from service (within the meaning of Section 409A of the Code) while he or she is a specified employee (within the meaning of Section 409A of the Code), such amount or benefit shall be paid or distributed on the later of time for payment described in Section 4 of this Agreement and that date which is six (6) months after the date of such separation from service.
|
l.
|
The parties agree that the mutual promises and covenants contained in this Agreement constitute good and valuable consideration.
|
Performance Period
|
Maximum Number of Performance Shares That May be Earned
|
Target Number of Performance Shares That May be Earned
|
Threshold Number of Performance Shares That May be Earned
|
October 1, 2012 - September 30, 2013
|
|
|
|
October 1, 2013
|
|
|
|
October 1, 2014
|
|
|
|
Award Cycle
|
Maximum Number of Performance Shares That May be Earned
|
Target Number of Performance Shares That May be Earned
|
Threshold Number of Performance Shares That May be Earned
|
October 1, 2012 - September 30, 2015
|
|
|
|
Performance Level
|
Fiscal 2013 RONA Goal
|
Percentage of Target Performance of Shares Earned
|
Maximum Number of Performance Shares Earned
|
|
Maximum
|
|
200
|
%
|
|
Target
|
|
100
|
%
|
|
Threshold
|
|
50
|
%
|
|
Below Threshold
|
|
—
|
%
|
|
1.
|
Performance Period and Criteria
. Each fiscal year in the Award Cycle is a separate performance period (each, a “Performance Period”).
|
2.
|
Employment with the Company
. Except as may otherwise be provided in Section 3, the payment earned hereunder is subject to the following conditions: (a) the Participant accept this Agreement no later than ninety (90) days following the Date of Grant, after which time this Agreement shall be void and of no further effect and (b) the Participant remains in Continuous Service from the Date of Award through (and including) the vesting date, as set forth in Section 3 (referred to herein as the “Period of Restriction”).
|
3.
|
Vesting
.
|
a.
|
Normal
. Except as described in Sections 3(b) and (c), the Participant's interest in the value of the Performance Shares, if any, earned under this Agreement shall become transferable and nonforfeitable (“Vested”) on the last day of the applicable Award Cycle provided the Participant continues to be employed in Continuous Service through the last day of the Award Cycle. If the Participant ceases to be employed by the Company or any Subsidiary for any reason (except as may be provided in Sections 3(b) or (c)) before the last day of the Award
|
b.
|
Death, Disability and Retirement
. If a Participant terminates Continuous Service as a result of death, Disability or Retirement, all Performance Shares earned for the Performance Period completed prior to such termination shall Vest following such termination of Continuous Service. Performance Shares earned for the Performance Period in which the termination occurs shall be Vested on a pro rata basis based on the Participant's service during the Performance Period and the actual achievement of performance criteria for such Performance Period. No Performance Shares shall be earned for any Performance Period that begins after the Participant terminates Continuous Service.
|
c.
|
Change of Control
. Notwithstanding anything to the contrary in this Agreement, in the event of a Change of Control of the Company during the Period of Restriction and prior to the Participant's termination of Continuous Service, the Period of Restriction imposed on any Performance Shares earned for the Performance Period completed prior to the Change of Control shall immediately lapse, and all such Performance Shares shall be come nonforfeitable, subject to applicable federal and state securities laws. The Performance Shares for the Performance Period in which the Change of Control occurs and any subsequent Performance Period in such Award Cycle shall automatically be earned at target and the Period of Restriction shall immediately lapse and all such Performance Shares shall become nonforfeitable, subject to applicable federal and state securities laws. Notwithstanding the foregoing, a transaction or series of transactions in which the Company separates one or more of its existing businesses, whether by sale, spin-off or otherwise, and whether or not any such transaction or series of transactions requires a vote of the stockholders, shall not be considered a “Change of Control.”
|
4.
|
Timing of Payout
.
|
a.
|
Normal
. Except as described in Section 4(b), payout of Vested Performance Shares, shall be made within ninety (90) days after the last day of the Award Cycle.
|
b.
|
Death, Disability or Retirement
. In the event that a Participant terminates Continuous Service as a result of death, Disability or Retirement, payout of Vested Performance Shares shall be made within ninety (90) days after the last day of the Performance Period in which the Participant so terminates Continuous Service; provided such termination constitutes a “separation from service” within the meaning of Section 409A of the Code.
|
c.
|
Change of Control
. In the event of a Change of Control, payout shall be made at the same time as described in Section 4(a) or Section 4(b) as if the Change of Control had not occurred (
i.e.,
such Performance Shares shall be paid within ninety (90) days following the end of the Award Cycle or earlier if the Participant terminates employment by reason of death, Disability or Retirement) or upon other termination of Continuous Service; provided that such Retirement or other termination of Continuous Service constitutes a "separation from service" within the meaning of Section 409A of the Code.
|
d.
|
Specific Payment Date.
The Committee shall determine on what date within the ninety (90) day payment period described above actual payment shall be made.
|
5.
|
Form of Payout
. Vested Performance Shares will be paid out solely in the form of cash. The Participant shall be paid cash equal to the Fair Market Value of one share of Company Stock as of the last business day of the Award Cycle (or the then value of such other securities into which the Common Stock is converted upon a Change of Control as the Committee shall determine in good faith) for each Vested Performance Share.
|
6.
|
Right to Shares, Voting Rights and Dividends
. The Participant shall not have any right to shares of stock or other equity or securities of the Company. Accordingly, the Participant shall not have voting rights with respect to Performance Shares and no dividends shall be paid on any of the Performance Shares.
|
7.
|
Termination of Continuous Service
. In the event of the Participant's termination of Continuous Service for any reason other than the Participant's death, Disability or Retirement during the Period of Restriction (and except as otherwise provided in Section 3(b) with respect to Performance Shares that become nonforfeitable upon a Change in Control), all Performance Shares held by the Participant at the time of his or her termination of Continuous Service and still subject to the Period of Restriction shall be forfeited by the Participant to the Company.
|
8.
|
Restrictions on Transfer
. Performance Shares earned pursuant to this Agreement may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated (a “Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of Performance Shares is made, or if any attachment, execution, garnishment or lien shall be issued against or placed upon the Performance Shares, the Participant's right to such Performance Shares shall be immediately forfeited by the Participant to the Company, and this Agreement shall lapse.
|
9.
|
Recapitalization
. In the event of any change in the capitalization of the Company such as a stock split or corporate transaction such as any merger, consolidation, separation or otherwise, the number and class of Performance Shares subject to this Agreement shall be equitably adjusted by the Committee, as set forth in the Plan, to prevent dilution or enlargement of rights.
|
10.
|
Beneficiary Designation
. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and shall be effective only when filed by the Participant in writing with the Secretary of the Company during his or her lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant's death shall be paid to his or her estate.
|
11.
|
Continuation of Employment
. This Agreement shall not confer upon the Participant any right to continue employment with the Company or its Subsidiaries, nor shall this Agreement interfere in any way with the Company's or its Subsidiaries' right to terminate the Participant's employment at any time. For purposes of this Agreement, “Termination of Employment” shall mean termination or cessation of the Participant's employment with the Company and its Subsidiaries for any reason (or no reason), whether the termination of employment is instituted by the Participant or the Company or a Subsidiary, and whether the termination of employment is with or without cause.
|
12.
|
Noncompetition
. Upon termination other than involuntary termination not for cause, the Participant agrees that, for one year following such termination, he or she will not engage in executive or management services for a company that, within the 12 months prior to the termination, sold products that compete with the products of the Company or its subsidiaries (a “Competitor,” and such products being a “Competitor's Products”) within 25 miles of any location in the United States where the Company or its subsidiaries had sales of products (the “Restricted Area”) at the time of such termination.
|
a.
|
The Participant is familiar with the businesses of the Company and its Subsidiaries and the commercial and competitive nature of the industry and recognizes that the value of the Company's business would be injured if the Participant performed Competitive Services for a Competing Business;
|
b.
|
This covenant not to compete is essential to the continued good will and profitability of the Company;
|
c.
|
In the course of employment with the Company or its Subsidiaries, the Participant will become familiar with the trade secrets and other Confidential Information (as defined below) of the Company and its Subsidiaries, affiliates, and other related entities, and that the Participant's services will be of special, unique, and extraordinary value to the Company; and
|
d.
|
The Participant's skills and abilities should enable him or her to seek and obtain similar employment in a business other than a Competing Business, and the Participant possesses other skills that will serve as the basis for employment opportunities that are not prohibited by this covenant not to compete. Following the Participant's Termination of Employment with the Company, he or she expects to be able to earn a livelihood without violating the terms of this Agreement.
|
13.
|
Nonsolicitation of Employees
. During the term of the Participant's employment with the Company or its Subsidiaries and for a period of twelve (12) months following the Participant's Termination of Employment, the Participant shall not, either on his or her own account or for any person, entity, business or enterprise within the Restricted Area: (a) solicit any employee of the Company or its Subsidiaries with whom the Participant had contact during the two (2) years prior to his or her Termination of Employment to leave his or her employment with the Company or its Subsidiaries; or (b) induce or attempt to induce any such employee to breach any employment agreement with the Company.
|
14.
|
Nonsolicitation of Customers
. During the term of the Participant's employment with the Company or its Subsidiaries and for a period of one year following the Participant's Termination of Employment, the Participant shall not directly or indirectly solicit or attempt to solicit any current customer of the Company or any of its Subsidiaries with which the Participant had Material Contact (as defined below) during the two (2) years prior to his or her Termination of Employment: (a) to cease doing business in whole or in part with or through the Company or any of its Subsidiaries; or (b) to do business with any other person, entity, business or enterprise which performs services competitive to those provided by the Company or any of its Subsidiaries. This restriction on post-employment conduct shall apply only to solicitation for the purpose of selling or offering products or services that are similar to or which compete with those products or services offered by the Company or its Subsidiaries during the period of the Participant's employment. For purposes of this Section, “Material Contact” shall be defined as any communication intended or expected to develop or further a business relationship and customers about which the employee learned confidential information as a result of his or her employment.
|
15.
|
Developments; Non-Disparagement
. The Participant agrees that neither during his or her employment nor following his or her Termination of Employment and continuing for so long as the Company or any affiliate, successor or assigns thereof carries on the name or like business within the Restricted Area, the Participant shall not, directly or indirectly, for himself or herself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation, business entity or otherwise make any statements that are inflammatory, detrimental, slanderous, or materially negative in any way to the interests of the Company or its Subsidiaries or other affiliated entities.
|
16.
|
Confidentiality and Nondisclosure
.
|
a.
|
The Participant agrees that he or she will not, other than in performance of his or her duties for the Company or its Subsidiaries, disclose or divulge to Third Parties (as defined below) or use or exploit for his or her own benefit or for the benefit of Third Parties any Confidential Information, including trade secrets. For the purposes of this Agreement, “Confidential Information” shall mean confidential and proprietary information, trade secrets, knowledge or data relating to the Company and its Subsidiaries and their businesses, including but not limited to information disclosed to the Participant, or known by the Participant as a consequence of or through employment with the Company or its Subsidiaries, where such information is not generally known in the trade or industry, and where such information refers or relates in any manner whatsoever to the business activities, processes, services, or products of the Company or its Subsidiaries; business and development plans (whether contemplated, initiated, or completed); mergers and acquisitions; pricing information; business contacts; sources of supply; customer information (including customer lists, customer preferences, and sales history); methods of operation; results of analysis; customer lists (including advertising contacts); business forecasts; financial data; costs; revenues; information maintained in electronic form (such as e-mails, computer files, or information on a cell phone, Blackberry, or other personal data device); and similar information. Confidential Information shall not include any data or information in the public domain, other than as a result of a breach of this Agreement. The provisions of this paragraph shall apply to the Participant at any time during his or her employment with the Company or its Subsidiaries and for a period of two (2) years following his or her Termination of Employment or, if the Confidential Information is a trade secret, such longer period of time as may be permitted by controlling trade secret laws.
|
b.
|
The Participant acknowledges and agrees that the Confidential Information is necessary for the Company's ability to compete with its competitors. The Participant further acknowledges and agrees that the prohibitions against disclosure and use of Confidential Information recited herein are in addition to, and not in lieu of, any rights or remedies that the Company or a Subsidiary may have available pursuant to the laws of the State of Delaware to prevent the disclosure of trade secrets or proprietary information, including but not limited to the Delaware Uniform Trade Secrets Act, 6 Del. Code Ann. §2001, et seq. The Participant agrees that this non-disclosure obligation may extend longer than two (2) years following his or her Termination of Employment as to any materials or information that constitutes a trade secret under the Delaware Uniform Trade Secrets Act.
|
c.
|
For purposes of this Agreement, “Third Party” or “Third Parties” shall mean persons, sole proprietorships, firms, partnerships, limited liability partnerships, associations, corporations, limited liability companies, and all other business organizations and entities, excluding the Participant and the Company.
|
d.
|
The Participant agrees to take all reasonable precautions to safeguard and prevent disclosure of Confidential Information to unauthorized persons or entities.
|
17.
|
Intellectual Property
. The Participant agrees that he or she has no right to use for the benefit of the Participant or anyone other than the Company or its Subsidiaries, any of the copyrights, trademarks, service marks, patents, and inventions of the Company or its Subsidiaries.
|
18.
|
Injunctive Relief
. The Participant and the Company recognize that breach of the provisions of this Agreement restricting the Participant's activities would give rise to immediate and irreparable injury to the Company that is inadequately compensable in damages. In the event of a breach or threatened breach of the restrictions contained in this Agreement regarding noncompetition, nonsolicitation of employees, nonsolicitation of customers, Developments, non-disparagement, confidentiality and nondisclosure of Confidential Information, and intellectual property (collectively, the “Covenants”), the Participant agrees and consents that the Company shall be entitled to injunctive relief, both preliminary and permanent, without bond, in addition to reimbursement from the Participant for all reasonable attorneys' fees and expenses incurred by the Company in enforcing these provisions, should the Company prevail. The Participant also agrees not raise the defense that the Company has an adequate remedy at law. In addition, the Company shall be entitled to any other legal or equitable remedies as may be available under law. The remedies provided in this Agreement shall be deemed cumulative and the exercise of one shall not preclude the exercise of any other remedy at law or in equity for the same event or any other event.
|
19.
|
Dispute Resolution; Agreement to Arbitrate
.
|
a.
|
The Participant and the Company agree that final and binding arbitration shall be the exclusive remedy for any controversy, dispute, or claim arising out of or relating to this Agreement.
|
b.
|
This Section covers all claims and actions of whatever nature, both at law and in equity, including, but not limited to, any claim for breach of contract (including this Agreement), and includes claims against the Participant and claims against the Company and its Subsidiaries and/or any parents, affiliates, owners, officers, directors, employees, agents, general partners or limited partners of the Company, to the extent such claims involve, in any way, this Agreement. This Section covers all judicial claims that could be brought by either party to this Agreement, but does not cover the filing of charges with government agencies that prohibit waiver of the right to file a charge.
|
c.
|
The arbitration proceeding will be administered by a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, taking into account the need for speed and confidentiality. The Arbitrator shall be an attorney or judge with experience in contract litigation and selected pursuant to the applicable rules of the American Arbitration Association.
|
d.
|
The place and situs of arbitration shall be Wilmington, Delaware (or such other location as may be mutually agreed to by the parties). The Arbitrator may adopt the Commercial Arbitration Rules of the American Arbitration Association, but shall be entitled to deviate from such rules in the Arbitrator's sole discretion in the interest of a speedy resolution of any dispute or as the Arbitrator shall deem just. The parties agree to facilitate the arbitration by (a) making available to each other and to the Arbitrator for inspection and review all documents, books and records as the Arbitrator shall determine to be relevant to the dispute, (b) making individuals under their control available to other parties and the Arbitrator and (c) observing strictly the time periods established by the Arbitrator for the submission of evidence and pleadings. The Arbitrator shall have the power to render declaratory judgments, as well as to award monetary claims, provided that the Arbitrator shall not have the power to act (i) outside the prescribed scope of this Agreement, or (ii) without providing an opportunity to each party to be represented before the Arbitrator.
|
e.
|
The Arbitrator's award shall be in writing. The arbitrator shall allocate the costs and expenses of the proceedings between the parties and shall award interest as the Arbitrator deems appropriate. The arbitration judgment shall be final and binding on the parties. Judgment on the Arbitrator's award may be entered in any court having jurisdiction.
|
20.
|
Clawback
.
|
a.
|
In the event of a breach of this Agreement by the Participant or a material breach of Company policy or laws or regulations that could result in a termination for cause (whether or not the Participant is terminated), then the Performance shares granted hereby shall be void and of no effect, unless the Committee determines otherwise. In the event of financial impropriety by the Participant that results in a restatement of the financial statements of the Company for any applicable period (the “Applicable Period”), as determined by the Audit Committee or the Company's independent registered public accounting firm; then, if the award granted hereby is made during the Applicable Period or within 90 days after the end of such Applicable Period, the number of Performance Shares granted hereunder shall be reduced by a fraction:
|
(i)
|
The numerator of which is the amount of operating income decline for the Applicable Period caused by such restatement or breach, and
|
(ii)
|
The denominator of which is the amount of operating income previously determined for the Applicable Period,
|
b.
|
In addition to the foregoing, if the Participant has realized any profits from the sale of other Company's securities during the 12-month period prior to the discovery of breach or financial impropriety referred to above, the Participant shall reimburse the Company for those profits to the extent required by the Company's Clawback Policy.
|
c.
|
The Company shall have the right to offset future compensation - including at its sole discretion stock compensation - to recover any amounts that may be recovered by the Company hereunder.
|
21.
|
Miscellaneous
.
|
a.
|
This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this Agreement, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, under any blue sky or state securities laws applicable to such shares. It is expressly understood that the Committee is authorized to administer, construe and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.
|
b.
|
The Committee may terminate, amend or modify the Plan and this Agreement under the terms of and as set forth in the Plan.
|
c.
|
The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising his or her rights under this Agreement.
|
d.
|
This Agreement shall be subject to all applicable laws, rules and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
e.
|
This Agreement and the Plan constitute the entire understanding between the Participant and the Company regarding the Performance Shares granted hereunder. This Agreement and the Plan supersede any prior agreements, commitments or negotiations concerning the Performance Shares granted hereunder.
|
f.
|
All rights and obligations of the Company under the Plan and this Agreement, shall inure to the benefit of and be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
|
g.
|
To the extent not preempted by the laws of the United States, the laws of the State of Delaware shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws.
|
h.
|
The Participant acknowledges and agrees that the Covenants and other provisions contained herein are reasonable and valid and do not impose limitations greater than those that are necessary to protect the business interests and Confidential Information of the Company. The Company and the Participant agree that the invalidity or unenforceability of any one or more of the Covenants, other provisions, or parts thereof of this Agreement shall not affect the validity or enforceability of the other Covenants, provisions, or parts thereof, all of which are inserted conditionally on their being valid in law, and in the event one or more Covenants, provisions, or parts thereof contained herein shall be invalid, this Agreement shall be construed as if such invalid Covenants, provisions, or parts thereof had not been inserted. The Participant and the Company agree that the Covenants and other provisions contained in this Agreement are severable and divisible, that none of such Covenants or provisions depend on any other Covenant or provision for their enforceability, that each such Covenant and provision constitutes an enforceable obligation between the Company and the Participant, that each such Covenant and provision shall be construed as an agreement independent of any other Covenant or provision of this Agreement, and that the existence of any claim or cause of action by one party to this Agreement against another party to this Agreement, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by any party to this Agreement of any such Covenant or provision.
|
i.
|
If any of the provisions contained in this Agreement relating to the Covenants or other provisions contained herein, or any part thereof, are determined to be unenforceable because of the length of any period of time, the size of any area, the scope of activities or similar term contained therein, then such period of time, area, scope of activities or similar term shall be considered to be adjusted to a period of time, area, scope of activities or similar term which would cure such invalidity, and such Covenant or provision in its reduced form shall then be enforced to the maximum extent permitted by applicable law.
|
j.
|
This Agreement is intended to satisfy the requirements of Section 409A of the Code and shall be construed accordingly. To the extent that any amount or benefit that constitutes nonqualified deferred compensation under Section 409A of the Code, and that is not exempt under Section 409A, is otherwise payable or distributable to him or her on account of separation from service (within the meaning of Section 409A of the Code) while he or she is a specified employee (within the meaning of Section 409A of the Code), such amount or benefit shall be paid or distributed on the later of time for payment described in Section 4 of this Agreement and that date which is six (6) months after the date of such separation from service.
|
k.
|
The parties agree that the mutual promises and covenants contained in this Agreement constitute good and valuable consideration.
|
Performance Period
|
Maximum Number of Performance Shares That May be Earned
|
Target Number of Performance Shares That May be Earned
|
Threshold Number of Performance Shares That May be Earned
|
October 1, 2012
|
|
|
|
October 1, 2013
|
|
|
|
Award Cycle
|
Maximum Number of Performance Shares That May be Earned
|
Target Number of Performance Shares That May be Earned
|
Threshold Number of Performance Shares That May be Earned
|
October 1, 2012
|
|
|
|
Performance Level
|
Fiscal 2013 RONA Goal
|
Percentage of Target Performance Shares Earned
|
Maximum Number of Performance Shares Earned
|
|
Maximum
|
|
200
|
%
|
|
Target
|
|
100
|
%
|
|
Threshold
|
|
50
|
%
|
|
Below Threshold
|
|
—
|
%
|
|
|
|
Year ended September 30,
|
||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Income (loss) before income taxes
|
|
$
|
2.7
|
|
|
$
|
(12.9
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(940.7
|
)
|
|
$
|
91.2
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total interest including amortization of debt discount and issue costs and amounts capitalized
|
|
$
|
60.2
|
|
|
$
|
65.9
|
|
|
$
|
68.3
|
|
|
$
|
79.9
|
|
|
$
|
76.4
|
|
Estimated interest within rent expense
|
|
2.8
|
|
|
2.8
|
|
|
3.0
|
|
|
4.1
|
|
|
4.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total fixed charges
|
|
$
|
63.0
|
|
|
$
|
68.7
|
|
|
$
|
71.3
|
|
|
$
|
84.0
|
|
|
$
|
80.5
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (a)
|
|
$
|
65.7
|
|
|
$
|
55.8
|
|
|
$
|
68.4
|
|
|
$
|
(856.7
|
)
|
|
$
|
171.7
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
(a)
|
For these ratios, “earnings” represents income (loss) before income taxes plus fixed charges.
|
(b)
|
Due to a loss during 2011, 2010 and 2009, the ratio of earnings to fixed charges for these years was less than 1.0. The deficiency of earnings to total fixed charges was
$12.9 million
,
$2.9 million
and
$940.7 million
for
2011
,
2010
and
2009
, respectively.
|
|
State of
|
|
|
incorporation or
|
|
Entity
|
organization
|
Doing business as
|
|
|
|
Anvil International Holdings, LLC
|
Delaware
|
Anvil International (N.H.)
|
Anvil International, LC
|
Delaware
|
Anvil Int'l Ltd Partnership of Delaware
|
|
|
Anvil International LP of Delaware
|
AnvilStar, LLC
|
Delaware
|
NA
|
Echologics, LLC
|
Delaware
|
NA
|
Henry Pratt Company, LLC
|
Delaware
|
NA
|
Henry Pratt International, LLC
|
Delaware
|
NA
|
Hunt Industries, LLC
|
Delaware
|
NA
|
Hydro Gate, LLC
|
Delaware
|
NA
|
J.B. Smith Mfg Co., LLC
|
Delaware
|
NA
|
James Jones Company, LLC
|
Delaware
|
James Jones Company of Delaware, LLC
|
Jingmen Pratt Valve Co. Ltd.
|
China
|
NA
|
Millikin Valve, LLC
|
Delaware
|
NA
|
Mueller Canada Holdings Corp.
|
Canada
|
NA
|
Mueller Canada Ltd.
|
Canada
|
Anvil Canada; Echologics Engineering
|
Mueller Co. LC
|
Delaware
|
Mueller Co. Ltd., L.P.
|
|
|
Mueller Co. Ltd. (LP)
|
|
|
Mueller Flow, LLC
|
Mueller Financial Services, LLC
|
Delaware
|
NA
|
Mueller Group Co-Issuer, Inc.
|
Delaware
|
NA
|
Mueller Group, LLC
|
Delaware
|
NA
|
Mueller Co. International Holdings, LLC
|
Delaware
|
Mueller International Finance (N.H.)
|
Mueller International, LLC
|
Delaware
|
NA
|
Mueller Property Holdings, LLC
|
Delaware
|
NA
|
Mueller Service California, Inc.
|
Delaware
|
NA
|
Mueller Service Co., LLC
|
Delaware
|
NA
|
Mueller Systems, LLC
|
Delaware
|
NA
|
OSP, LLC
|
Delaware
|
NA
|
PCA-Echologices Pty Ltd.
|
Australia
|
NA
|
U.S. Pipe Valve & Hydrant, LLC
|
Delaward
|
NA
|
1.
|
I have reviewed this annual report on Form 10-K of Mueller Water Products, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Gregory E. Hyland
|
|
Gregory E. Hyland
|
Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Mueller Water Products, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ Evan L. Hart
|
|
Evan L. Hart,
|
Senior Vice President
and Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Gregory E. Hyland
|
|
Gregory E. Hyland
|
Chief Executive Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ Evan L. Hart
|
|
Evan L. Hart,
|
Senior Vice President
and Chief Financial Officer
|