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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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TABLE OF CONTENTS
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Page
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Item 1.
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Regulatory and
Environmental Matters
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Securities Exhange Act Reports
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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 29, 2014.
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Item 1.
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BUSINESS
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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 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. Our pipe nipple 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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Mueller Co.
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Anvil
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Canada Valve™
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Mi.Data™
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Anvil®
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Echologics®
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Mi.Hydrant™
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AnvilStar®
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Hersey®
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Mi.Net®
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Anvil-Strut®
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HydroGate®
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Milliken™
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Beck®
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HydroGuard®
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Mueller Systems
SM
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Catawissa™
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Jones®
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Mueller®
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Gruvlok®
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LeakFinderRT™
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Pratt®
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J.B. Smith™
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LeakListener™
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U.S. Pipe Valve and Hydrant
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Merit®
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LeakTuner™
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SPF®
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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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October 2016 and January 2017
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Henderson, TN
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December 2014
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St. Jerome, Canada
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November 2014
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Simcoe, Canada
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October 2018
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•
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diversion of management time and attention from existing operations;
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•
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difficulties in integrating acquired businesses, technologies and personnel into our business;
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•
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difficulties in obtaining and verifying relevant 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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inability to obtain required regulatory approvals and/or required financing on favorable terms;
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•
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potential loss of key employees, contractual relationships or customers;
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•
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increased operating expenses related to the acquired businesses or technologies;
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•
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the failure of new technologies, products or services to gain market acceptance with acceptable profit margins;
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•
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entering 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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•
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catastrophic events, such as fires, floods, explosions, natural disasters, severe weather or other similar occurrences;
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•
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interruptions in the delivery of raw materials or other manufacturing inputs;
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•
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adverse government regulations;
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•
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equipment breakdowns or failures;
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•
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information systems failures;
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•
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violations of our permit requirements or revocation of permits;
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•
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releases of pollutants and hazardous substances to air, soil, surface water or ground water;
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•
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shortages of equipment or spare parts; and
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•
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labor disputes.
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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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231,000
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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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Owned
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Chattanooga, TN
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Manufacturing
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525,000
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Owned
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Chattanooga, TN
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Research and development
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22,000
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Leased
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Cleveland, TN
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Manufacturing
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40,000
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|
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Owned
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Brownsville, TX
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Manufacturing
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50,000
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|
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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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|
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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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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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Tinley Park, IL*
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Distribution
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130,000
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|
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Leased
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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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||||||
2013:
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4th quarter
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$
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8.36
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$
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6.91
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$
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0.0175
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3rd quarter
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7.75
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5.40
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0.0175
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2nd quarter
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6.22
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5.37
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0.0175
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1st quarter
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5.75
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4.60
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0.0175
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2012:
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4th quarter
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4.93
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3.33
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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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Item 6.
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SELECTED FINANCIAL DATA
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2013
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2012
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2011
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2010
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2009
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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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1,120.8
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|
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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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Cost of sales
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807.6
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|
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752.8
|
|
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716.5
|
|
|
700.6
|
|
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754.4
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|||||
Gross profit
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313.2
|
|
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271.1
|
|
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248.1
|
|
|
259.1
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|
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262.6
|
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|||||
Selling, general and administrative expenses
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214.4
|
|
|
204.2
|
|
|
191.8
|
|
|
188.8
|
|
|
203.5
|
|
|||||
Restructuring expenses
|
|
1.5
|
|
|
2.8
|
|
|
3.6
|
|
|
0.6
|
|
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6.2
|
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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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—
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|
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911.4
|
|
|||||
Interest expense, net
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|
51.7
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|
|
59.9
|
|
|
65.6
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|
|
68.0
|
|
|
78.4
|
|
|||||
Loss on early extinguishment of debt, net
|
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1.4
|
|
|
1.5
|
|
|
—
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|
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4.6
|
|
|
3.8
|
|
|||||
Income (loss) before income taxes
|
|
44.2
|
|
|
2.7
|
|
|
(12.9
|
)
|
|
(2.9
|
)
|
|
(940.7
|
)
|
|||||
Income tax expense (benefit)
|
|
8.8
|
|
|
7.9
|
|
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(2.9
|
)
|
|
2.5
|
|
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(53.5
|
)
|
|||||
Income (loss) from continuing operations
|
|
35.4
|
|
|
(5.2
|
)
|
|
(10.0
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)
|
|
(5.4
|
)
|
|
(887.2
|
)
|
|||||
Discontinued operations
(2)
|
|
5.4
|
|
|
(103.2
|
)
|
|
(28.1
|
)
|
|
(39.8
|
)
|
|
(109.5
|
)
|
|||||
Net income (loss)
|
|
$
|
40.8
|
|
|
$
|
(108.4
|
)
|
|
$
|
(38.1
|
)
|
|
$
|
(45.2
|
)
|
|
$
|
(996.7
|
)
|
Net income (loss) per basic share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.23
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(7.61
|
)
|
Discontinued operations
|
|
0.03
|
|
|
(0.66
|
)
|
|
(0.18
|
)
|
|
(0.26
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)
|
|
(0.94
|
)
|
|||||
Net income (loss)
|
|
$
|
0.26
|
|
|
$
|
(0.69
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(8.55
|
)
|
Net income (loss) per diluted share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.22
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.03
|
)
|
|
$
|
(7.61
|
)
|
Discontinued operations
|
|
0.03
|
|
|
(0.66
|
)
|
|
(0.18
|
)
|
|
(0.26
|
)
|
|
(0.94
|
)
|
|||||
Net income (loss)
|
|
$
|
0.25
|
|
|
$
|
(0.69
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.29
|
)
|
|
$
|
(8.55
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
157.7
|
|
|
156.5
|
|
|
155.3
|
|
|
154.3
|
|
|
116.6
|
|
|||||
Diluted
|
|
160.3
|
|
|
156.5
|
|
|
155.3
|
|
|
154.3
|
|
|
116.6
|
|
|||||
Balance sheet data (at September 30):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
123.6
|
|
|
$
|
83.0
|
|
|
$
|
61.0
|
|
|
$
|
84.0
|
|
|
$
|
61.6
|
|
Working capital
|
|
386.3
|
|
|
321.5
|
|
|
404.0
|
|
|
452.7
|
|
|
525.3
|
|
|||||
Property, plant and equipment, net
|
|
141.9
|
|
|
137.9
|
|
|
143.8
|
|
|
157.0
|
|
|
178.8
|
|
|||||
Assets held for sale
|
|
—
|
|
|
—
|
|
|
249.7
|
|
|
260.0
|
|
|
281.2
|
|
|||||
Total assets
|
|
1,281.9
|
|
|
1,240.9
|
|
|
1,485.0
|
|
|
1,568.2
|
|
|
1,739.5
|
|
|||||
Total debt
|
|
600.8
|
|
|
622.8
|
|
|
678.3
|
|
|
692.2
|
|
|
740.2
|
|
|||||
Long-term liabilities
|
|
770.6
|
|
|
841.3
|
|
|
911.2
|
|
|
979.2
|
|
|
1,082.0
|
|
|||||
Liabilities held for sale
|
|
—
|
|
|
—
|
|
|
56.9
|
|
|
41.1
|
|
|
55.4
|
|
|||||
Total liabilities
|
|
953.7
|
|
|
1,009.7
|
|
|
1,106.0
|
|
|
1,162.9
|
|
|
1,303.2
|
|
|||||
Stockholders’ equity
|
|
328.2
|
|
|
231.2
|
|
|
379.0
|
|
|
405.3
|
|
|
436.3
|
|
|||||
Other data (year ended September 30):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
(3)
|
|
59.2
|
|
|
60.6
|
|
|
63.1
|
|
|
65.6
|
|
|
69.0
|
|
|||||
Capital expenditures
(3)
|
|
35.6
|
|
|
31.4
|
|
|
23.1
|
|
|
21.8
|
|
|
28.5
|
|
|||||
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 U.S. Pipe. 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, 2013
|
||||||||||||||
|
Mueller Co.
|
|
Anvil
|
|
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales
|
$
|
729.5
|
|
|
$
|
391.3
|
|
|
$
|
—
|
|
|
$
|
1,120.8
|
|
Gross profit
|
$
|
201.1
|
|
|
$
|
112.1
|
|
|
$
|
—
|
|
|
$
|
313.2
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
108.3
|
|
|
71.8
|
|
|
34.3
|
|
|
214.4
|
|
||||
Restructuring
|
1.5
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
1.5
|
|
||||
|
109.8
|
|
|
71.9
|
|
|
34.2
|
|
|
215.9
|
|
||||
Operating income (loss)
|
$
|
91.3
|
|
|
$
|
40.2
|
|
|
$
|
(34.2
|
)
|
|
97.3
|
|
|
Interest expense, net
|
|
|
|
|
|
|
51.7
|
|
|||||||
Loss on early extinguishment of debt
|
|
|
|
|
|
|
1.4
|
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
44.2
|
|
|||||||
Income tax expense
|
|
|
|
|
|
|
8.8
|
|
|||||||
Income from continuing operations
|
|
|
|
|
|
|
35.4
|
|
|||||||
Income from discontinued operations, net of tax
|
|
|
|
|
|
|
5.4
|
|
|||||||
Net income
|
|
|
|
|
|
|
$
|
40.8
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|||||||
Income 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
|
)
|
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
7.375% Senior Subordinated Notes
|
$
|
31.0
|
|
|
$
|
31.0
|
|
8.75% Senior Unsecured Notes
|
16.8
|
|
|
19.3
|
|
||
Deferred financing fees amortization
|
2.0
|
|
|
2.3
|
|
||
ABL Agreement
|
1.5
|
|
|
3.2
|
|
||
Interest rate swap contracts
|
—
|
|
|
5.0
|
|
||
Other interest expense
|
0.7
|
|
|
(0.6
|
)
|
||
|
52.0
|
|
|
60.2
|
|
||
Interest income
|
(0.3
|
)
|
|
(0.3
|
)
|
||
|
$
|
51.7
|
|
|
$
|
59.9
|
|
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Expense from pre-tax operating income
|
$
|
17.5
|
|
|
$
|
1.4
|
|
Deferred tax asset valuation allowance adjustment
|
(8.5
|
)
|
|
6.5
|
|
||
Other discrete items
|
(0.2
|
)
|
|
—
|
|
||
|
$
|
8.8
|
|
|
$
|
7.9
|
|
|
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
|
|
|||||||
Income 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 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
|
3.2
|
|
|
4.0
|
|
||
Deferred financing fees amortization
|
2.3
|
|
|
2.3
|
|
||
Other interest expense
|
(0.6
|
)
|
|
0.6
|
|
||
|
60.2
|
|
|
65.9
|
|
||
Interest income
|
(0.3
|
)
|
|
(0.3
|
)
|
||
|
$
|
59.9
|
|
|
$
|
65.6
|
|
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Collections from customers
|
$
|
1,121.8
|
|
|
$
|
1,005.4
|
|
Disbursements, other than interest and income taxes
|
(957.9
|
)
|
|
(882.2
|
)
|
||
Interest payments, net
|
(49.1
|
)
|
|
(53.3
|
)
|
||
Income tax refunds (payments), net
|
(0.7
|
)
|
|
6.9
|
|
||
Cash provided by operating activities
|
$
|
114.1
|
|
|
$
|
76.8
|
|
•
|
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 transactions with affiliates.
|
|
Moody’s
|
|
Standard & Poor's
|
||||
|
September 30,
|
|
September 30,
|
||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
|
|
|
|
|
|
|
Corporate credit rating
|
B2
|
|
B3
|
|
BB-
|
|
B
|
ABL Agreement
|
Not rated
|
|
Not rated
|
|
Not rated
|
|
Not rated
|
8.75% Senior Unsecured Notes
|
B1
|
|
B2
|
|
BB-
|
|
B+
|
7.375% Senior Subordinated Notes
|
Caa1
|
|
Caa2
|
|
B
|
|
CCC+
|
Outlook
|
Stable
|
|
Positive
|
|
Stable
|
|
Stable
|
|
2014
|
|
2015-2016
|
|
2017-2018
|
|
After 2018
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Long-term debt:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments
(1)
|
$
|
1.3
|
|
|
$
|
1.5
|
|
|
$
|
420.0
|
|
|
$
|
180.0
|
|
|
$
|
602.8
|
|
Interest
|
46.9
|
|
|
93.7
|
|
|
62.5
|
|
|
31.5
|
|
|
234.6
|
|
|||||
Operating leases
|
7.1
|
|
|
10.9
|
|
|
6.2
|
|
|
3.6
|
|
|
27.8
|
|
|||||
Unconditional purchase obligations
(2)
|
65.3
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
|
67.1
|
|
|||||
Other noncurrent liabilities
(3)
|
0.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.8
|
|
|||||
|
$
|
121.4
|
|
|
$
|
107.9
|
|
|
$
|
488.7
|
|
|
$
|
215.1
|
|
|
$
|
933.1
|
|
(1)
|
The long-term debt balance at
September 30, 2013
is net of
$2.0 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 required pension contributions. Actual payments may differ. We have not estimated required pension contributions beyond
2014
.
|
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
|
|
62
|
|
|
Chairman of the board of directors, President and Chief Executive Officer
|
Keith L. Belknap
|
|
55
|
|
|
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
|
Robert D. Dunn
|
|
56
|
|
|
Senior Vice President, Human Resources
|
Thomas E. Fish
|
|
59
|
|
|
President, Anvil
|
Evan L. Hart
|
|
48
|
|
|
Senior Vice President and Chief Financial Officer
|
Robert P. Keefe
|
|
59
|
|
|
Senior Vice President and Chief Technology Officer
|
Kevin G. McHugh
|
|
55
|
|
|
Vice President and Controller
|
Gregory S. Rogowski
|
|
54
|
|
|
President, Mueller Co.
|
Marietta Edmunds Zakas
|
|
54
|
|
|
Senior Vice President, Strategy, Corporate Development and Communications
|
Howard L. Clark, Jr.
|
|
69
|
|
|
Director
|
Shirley C. Franklin
|
|
68
|
|
|
Director
|
Thomas J. Hansen
|
|
64
|
|
|
Director
|
Jerry W. Kolb
|
|
77
|
|
|
Director
|
Joseph B. Leonard
|
|
70
|
|
|
Director
|
Mark J. O’Brien
|
|
70
|
|
|
Director
|
Bernard G. Rethore
|
|
72
|
|
|
Director
|
Neil A. Springer
|
|
75
|
|
|
Director
|
Lydia W. Thomas
|
|
69
|
|
|
Director
|
Michael T. Tokarz
|
|
63
|
|
|
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:
|
|
|
|
|
|
|
|
|
||||
2006 Plan
|
7,734,027
|
|
(1) (2)
|
|
$
|
6.22
|
|
(3)
|
|
8,032,964
|
|
(4)
|
ESPP
|
56,643
|
|
|
|
—
|
|
|
|
1,887,163
|
|
(5)
|
|
Total
|
7,790,670
|
|
|
|
|
|
|
9,920,127
|
|
|
||
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 2006 Plan. This includes
271,105
share-settled performance shares that could result in a different number of securities being issued depending on Company performance, as described in Note 9 to the consolidated financial statements.
|
(2)
|
Includes
138,510
shares representing compensation under a bonus plan. The number of shares of our common stock to be issued was estimated using the closing price of our common stock of
$7.99
per share at September 30, 2013.
|
(3)
|
Weighted average exercise price of
5,124,706
outstanding stock options.
|
(4)
|
The number of shares available for future issuance under the 2006 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. This total excludes any potential variations from target for those grants for which the final number of shares to be issued has not yet been determined.
|
(5)
|
The number of shares available for future issuance under the ESPP Plan is
4,000,000
shares less the cumulative number of shares that have been 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, 2013 and 2012
|
|
F-3
|
Consolidated Statements of Operations for the years ended September 30, 2013, 2012 and 2011
|
|
F-4
|
Consolidated Statements of Comprehensive Income for the years ended September 30, 2013, 2012 and 2011
|
|
F-5
|
Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2013, 2012 and 2011
|
|
F-6
|
Consolidated Statements of Cash Flows for the years ended September 30, 2013, 2012 and 2011
|
|
F-7
|
Notes to Consolidated Financial Statements
|
|
F-8
|
(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.
|
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. Incorporated by reference to Exhibit 10.5 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 29, 2012.
|
Exhibit
no.
|
|
Document
|
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.
|
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.
|
Exhibit
no.
|
|
Document
|
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
|
|
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.
|
10.19
|
|
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.
|
10.19.1
|
|
First Amendment to Credit Agreement, dated December 18, 2002. Incorporated by reference to Exhibit 10.20.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 19, 2012.
|
10.20*
|
|
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.
|
10.20.1*
|
|
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.
|
10.20.2*
|
|
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.
|
10.20.3*
|
|
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.
|
10.21
|
|
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.
|
10.22**
|
|
Employment Agreement, dated April 1, 2012, between Mueller Water Products, Inc. and Keith L. Belknap
|
10.22.1**
|
|
Executive Change-in-Control Severance Agreement, dated April 1, 2012, between Mueller Water Products, Inc. and Keith L. Belknap
|
10.23*
|
|
Mueller Water Products, Inc. Form of Performance Share Award Agreement. Incorporated by reference to Exhibit 10.25 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 29, 2012.
|
10.24*
|
|
Mueller Water Products, Inc. Form of Performance Share Award Agreement (Stub Period). Incorporated by reference to Exhibit 10.26 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 29, 2012.
|
12.1**
|
|
Computation of Ratio of Earnings to Fixed Charges
|
14.1**
|
|
Code of Business Conduct and Ethics for Mueller Water Products, Inc.
|
21.1**
|
|
Subsidiaries of Mueller Water Products, Inc.
|
23.1**
|
|
Consent of Independent Registered Accounting Firm
|
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, 2013, 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 22, 2013
|
Gregory E. Hyland
|
|
|
|
|
|
|
|
|
|
/s/ Evan L. Hart
|
|
Senior Vice President and Chief Financial Officer (principal financial officer)
|
|
November 22, 2013
|
Evan L. Hart
|
|
|
|
|
|
|
|
|
|
/s/ Kevin G. McHugh
|
|
Vice President and Controller (principal accounting officer)
|
|
November 22, 2013
|
Kevin G. McHugh
|
|
|
|
|
|
|
|
|
|
/s/ Howard L. Clark
|
|
Director
|
|
November 22, 2013
|
Howard L. Clark
|
|
|
|
|
|
|
|
|
|
/s/ Shirley C. Franklin
|
|
Director
|
|
November 22, 2013
|
Shirley C. Franklin
|
|
|
|
|
|
|
|
|
|
/s/ Thomas J. Hansen
|
|
Director
|
|
November 22, 2013
|
Thomas J. Hansen
|
|
|
|
|
|
|
|
|
|
/s/ Jerry W. Kolb
|
|
Director
|
|
November 22, 2013
|
Jerry W. Kolb
|
|
|
|
|
|
|
|
|
|
/s/ Joseph B. Leonard
|
|
Director
|
|
November 22, 2013
|
Joseph B. Leonard
|
|
|
|
|
|
|
|
|
|
/s/ Mark J. O’Brien
|
|
Director
|
|
November 22, 2013
|
Mark J. O’Brien
|
|
|
|
|
|
|
|
|
|
/s/ Bernard G. Rethore
|
|
Director
|
|
November 22, 2013
|
Bernard G. Rethore
|
|
|
|
|
|
|
|
|
|
/s/ Neil A. Springer
|
|
Director
|
|
November 22, 2013
|
Neil A. Springer
|
|
|
|
|
|
|
|
|
|
/s/ Lydia W. Thomas
|
|
Director
|
|
November 22, 2013
|
Lydia W. Thomas
|
|
|
|
|
|
|
|
|
|
/s/ Michael T. Tokarz
|
|
Director
|
|
November 22, 2013
|
Michael T. Tokarz
|
|
|
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in millions, except share amounts)
|
||||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
123.6
|
|
|
$
|
83.0
|
|
Receivables, net
|
164.5
|
|
|
166.1
|
|
||
Inventories
|
208.5
|
|
|
183.2
|
|
||
Deferred income taxes
|
26.7
|
|
|
19.6
|
|
||
Other current assets
|
46.1
|
|
|
38.0
|
|
||
Total current assets
|
569.4
|
|
|
489.9
|
|
||
Property, plant and equipment, net
|
141.9
|
|
|
137.9
|
|
||
Identifiable intangible assets
|
553.1
|
|
|
580.5
|
|
||
Other noncurrent assets
|
17.5
|
|
|
32.6
|
|
||
Total assets
|
$
|
1,281.9
|
|
|
$
|
1,240.9
|
|
|
|
|
|
||||
Liabilities and stockholders’ equity:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
1.3
|
|
|
$
|
1.1
|
|
Accounts payable
|
101.2
|
|
|
84.5
|
|
||
Other current liabilities
|
80.6
|
|
|
82.8
|
|
||
Total current liabilities
|
183.1
|
|
|
168.4
|
|
||
Long-term debt
|
599.5
|
|
|
621.7
|
|
||
Deferred income taxes
|
141.5
|
|
|
132.8
|
|
||
Other noncurrent liabilities
|
29.6
|
|
|
86.8
|
|
||
Total liabilities
|
953.7
|
|
|
1,009.7
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 15)
|
|
|
|
||||
|
|
|
|
||||
Common stock: 600,000,000 shares authorized; 158,234,300 and 156,840,648 shares outstanding at September 30, 2013 and 2012, respectively
|
1.6
|
|
|
1.6
|
|
||
Additional paid-in capital
|
1,584.4
|
|
|
1,587.3
|
|
||
Accumulated deficit
|
(1,229.2
|
)
|
|
(1,270.0
|
)
|
||
Accumulated other comprehensive loss
|
(28.6
|
)
|
|
(87.7
|
)
|
||
Total stockholders’ equity
|
328.2
|
|
|
231.2
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,281.9
|
|
|
$
|
1,240.9
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Net sales
|
$
|
1,120.8
|
|
|
$
|
1,023.9
|
|
|
$
|
964.6
|
|
Cost of sales
|
807.6
|
|
|
752.8
|
|
|
716.5
|
|
|||
Gross profit
|
313.2
|
|
|
271.1
|
|
|
248.1
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
214.4
|
|
|
204.2
|
|
|
191.8
|
|
|||
Restructuring
|
1.5
|
|
|
2.8
|
|
|
3.6
|
|
|||
Total operating expenses
|
215.9
|
|
|
207.0
|
|
|
195.4
|
|
|||
Operating income
|
97.3
|
|
|
64.1
|
|
|
52.7
|
|
|||
Interest expense, net
|
51.7
|
|
|
59.9
|
|
|
65.6
|
|
|||
Loss on early extinguishment of debt
|
1.4
|
|
|
1.5
|
|
|
—
|
|
|||
Income (loss) before income taxes
|
44.2
|
|
|
2.7
|
|
|
(12.9
|
)
|
|||
Income tax expense (benefit)
|
8.8
|
|
|
7.9
|
|
|
(2.9
|
)
|
|||
Income (loss) from continuing operations
|
35.4
|
|
|
(5.2
|
)
|
|
(10.0
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
5.4
|
|
|
(103.2
|
)
|
|
(28.1
|
)
|
|||
Net income (loss)
|
$
|
40.8
|
|
|
$
|
(108.4
|
)
|
|
$
|
(38.1
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per basic share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.23
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
Discontinued operations
|
0.03
|
|
|
(0.66
|
)
|
|
(0.18
|
)
|
|||
Net income (loss)
|
$
|
0.26
|
|
|
$
|
(0.69
|
)
|
|
$
|
(0.25
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per diluted share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.22
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
Discontinued operations
|
0.03
|
|
|
(0.66
|
)
|
|
(0.18
|
)
|
|||
Net income (loss)
|
$
|
0.25
|
|
|
$
|
(0.69
|
)
|
|
$
|
(0.25
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
157.7
|
|
|
156.5
|
|
|
155.3
|
|
|||
Diluted
|
160.3
|
|
|
156.5
|
|
|
155.3
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Net income (loss)
|
$
|
40.8
|
|
|
$
|
(108.4
|
)
|
|
$
|
(38.1
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Minimum pension liability
|
55.2
|
|
|
(39.8
|
)
|
|
19.2
|
|
|||
Income tax effects
|
6.3
|
|
|
0.4
|
|
|
(7.6
|
)
|
|||
Other
|
—
|
|
|
—
|
|
|
0.6
|
|
|||
Foreign currency translation
|
(2.4
|
)
|
|
2.9
|
|
|
(1.1
|
)
|
|||
Amortization of interest expense on terminated swap contracts
|
—
|
|
|
5.0
|
|
|
8.0
|
|
|||
Income tax effects
|
—
|
|
|
(2.0
|
)
|
|
(3.1
|
)
|
|||
|
59.1
|
|
|
(33.5
|
)
|
|
16.0
|
|
|||
Comprehensive income (loss)
|
$
|
99.9
|
|
|
$
|
(141.9
|
)
|
|
$
|
(22.1
|
)
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
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
|
|
|||||
Shares retained for employee taxes
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
Stock issued under stock compensation plans
|
0.1
|
|
|
1.2
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
16.0
|
|
|
16.0
|
|
|||||
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
|
|
|||||
Shares retained for employee taxes
|
—
|
|
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||||
Stock issued under stock compensation plans
|
—
|
|
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(33.5
|
)
|
|
(33.5
|
)
|
|||||
Balance at September 30, 2012
|
1.6
|
|
|
1,587.3
|
|
|
(1,270.0
|
)
|
|
(87.7
|
)
|
|
231.2
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
40.8
|
|
|
—
|
|
|
40.8
|
|
|||||
Dividends declared
|
—
|
|
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
6.5
|
|
|||||
Shares retained for employee taxes
|
—
|
|
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||
Stock issued under stock compensation plans
|
—
|
|
|
3.1
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
59.1
|
|
|
59.1
|
|
|||||
Balance at September 30, 2013
|
$
|
1.6
|
|
|
$
|
1,584.4
|
|
|
$
|
(1,229.2
|
)
|
|
$
|
(28.6
|
)
|
|
$
|
328.2
|
|
|
Year ended September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
40.8
|
|
|
$
|
(108.4
|
)
|
|
$
|
(38.1
|
)
|
Adjustments to reconcile net income (loss) to income (loss) from continuing operations:
|
|
|
|
|
|
||||||
(Income) loss from discontinued operations
|
(5.4
|
)
|
|
103.2
|
|
|
28.1
|
|
|||
Income (loss) from continuing operations
|
35.4
|
|
|
(5.2
|
)
|
|
(10.0
|
)
|
|||
|
|
|
|
|
|
||||||
Depreciation
|
27.4
|
|
|
29.7
|
|
|
33.4
|
|
|||
Amortization
|
31.8
|
|
|
30.9
|
|
|
29.7
|
|
|||
Stock-based compensation
|
7.1
|
|
|
5.1
|
|
|
5.0
|
|
|||
Deferred income taxes
|
7.3
|
|
|
7.6
|
|
|
(5.9
|
)
|
|||
Retirement plans
|
4.3
|
|
|
4.6
|
|
|
7.5
|
|
|||
Early extinguishment of debt
|
1.4
|
|
|
1.5
|
|
|
—
|
|
|||
Interest rate swap contracts
|
—
|
|
|
5.0
|
|
|
8.0
|
|
|||
Other, net
|
2.3
|
|
|
3.0
|
|
|
5.1
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Receivables
|
0.9
|
|
|
(17.6
|
)
|
|
(13.6
|
)
|
|||
Inventories
|
(25.9
|
)
|
|
(6.0
|
)
|
|
24.7
|
|
|||
Other current assets and other noncurrent assets
|
1.8
|
|
|
13.5
|
|
|
1.9
|
|
|||
Accounts payable and other liabilities
|
20.3
|
|
|
4.7
|
|
|
(33.7
|
)
|
|||
Net cash provided by operating activities from continuing operations
|
114.1
|
|
|
76.8
|
|
|
52.1
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(35.6
|
)
|
|
(31.4
|
)
|
|
(23.1
|
)
|
|||
Acquisitions, net of cash acquired
|
(1.1
|
)
|
|
(1.3
|
)
|
|
(9.2
|
)
|
|||
Proceeds from sales of assets
|
0.5
|
|
|
0.3
|
|
|
1.1
|
|
|||
Net cash used in investing activities from continuing operations
|
(36.2
|
)
|
|
(32.4
|
)
|
|
(31.2
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Debt paid
|
—
|
|
|
(34.0
|
)
|
|
(15.0
|
)
|
|||
Early repayment of debt
|
(23.2
|
)
|
|
(23.2
|
)
|
|
—
|
|
|||
Dividends paid
|
(11.0
|
)
|
|
(11.0
|
)
|
|
(10.9
|
)
|
|||
Common stock issued
|
3.1
|
|
|
0.7
|
|
|
1.3
|
|
|||
Shares retained for employee taxes
|
(1.5
|
)
|
|
(0.5
|
)
|
|
(0.3
|
)
|
|||
Payment of deferred financing fees
|
(0.7
|
)
|
|
—
|
|
|
(0.4
|
)
|
|||
Other
|
(2.4
|
)
|
|
(0.1
|
)
|
|
2.4
|
|
|||
Net cash used in financing activities
|
(35.7
|
)
|
|
(68.1
|
)
|
|
(22.9
|
)
|
|||
Net cash flows from discontinued operations:
|
|
|
|
|
|
||||||
Operating activities
|
(4.9
|
)
|
|
(43.3
|
)
|
|
(12.2
|
)
|
|||
Investing activities
|
4.5
|
|
|
87.5
|
|
|
(8.4
|
)
|
|||
Net cash provided by (used in) discontinued operations
|
(0.4
|
)
|
|
44.2
|
|
|
(20.6
|
)
|
|||
Effect of currency exchange rate changes on cash
|
(1.2
|
)
|
|
1.5
|
|
|
(0.4
|
)
|
|||
Net change in cash and cash equivalents
|
40.6
|
|
|
22.0
|
|
|
(23.0
|
)
|
|||
Cash and cash equivalents at beginning of year
|
83.0
|
|
|
61.0
|
|
|
84.0
|
|
|||
Cash and cash equivalents at end of year
|
$
|
123.6
|
|
|
$
|
83.0
|
|
|
$
|
61.0
|
|
Note 1.
|
Organization
|
Note 2.
|
Summary of Significant Accounting Policies
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Balance at beginning of year
|
$
|
5.7
|
|
|
$
|
4.8
|
|
|
$
|
5.3
|
|
Provision charged (credited) to expense
|
0.4
|
|
|
0.6
|
|
|
(0.1
|
)
|
|||
Balances written off, net of recoveries
|
(0.8
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|||
Reclassifications
|
—
|
|
|
0.4
|
|
|
—
|
|
|||
Other
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||
Balance at end of year
|
$
|
5.3
|
|
|
$
|
5.7
|
|
|
$
|
4.8
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Balance at beginning of year
|
$
|
12.5
|
|
|
$
|
12.7
|
|
|
$
|
13.4
|
|
Provision charged to expense
|
2.4
|
|
|
1.8
|
|
|
1.2
|
|
|||
Inventory disposed
|
(4.6
|
)
|
|
(2.2
|
)
|
|
(1.6
|
)
|
|||
Other
|
0.3
|
|
|
0.2
|
|
|
(0.3
|
)
|
|||
Balance at end of year
|
$
|
10.6
|
|
|
$
|
12.5
|
|
|
$
|
12.7
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Balance at beginning of year
|
$
|
1.6
|
|
|
$
|
2.0
|
|
|
$
|
1.5
|
|
Warranty expense
|
4.2
|
|
|
1.4
|
|
|
1.6
|
|
|||
Warranty payments
|
(3.0
|
)
|
|
(1.8
|
)
|
|
(1.1
|
)
|
|||
Balance at end of year
|
$
|
2.8
|
|
|
$
|
1.6
|
|
|
$
|
2.0
|
|
Note 3.
|
Identifiable Intangible Assets
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Capitalized external-use software:
|
|
|
|
||||
Cost
|
$
|
12.2
|
|
|
$
|
8.8
|
|
Accumulated amortization
|
(4.3
|
)
|
|
(2.0
|
)
|
||
Net book value
|
7.9
|
|
|
6.8
|
|
||
|
|
|
|
||||
Business combination-related:
|
|
|
|
||||
Cost:
|
|
|
|
||||
Finite-lived intangible assets:
|
|
|
|
||||
Technology
|
80.1
|
|
|
79.3
|
|
||
Customer relationships and other
|
398.1
|
|
|
398.2
|
|
||
Indefinite-lived intangible assets:
|
|
|
|
||||
Trade names and trademarks
|
300.0
|
|
|
299.7
|
|
||
|
778.2
|
|
|
777.2
|
|
||
Accumulated amortization:
|
|
|
|
||||
Technology
|
(61.5
|
)
|
|
(53.5
|
)
|
||
Customer relationships
|
(171.5
|
)
|
|
(150.0
|
)
|
||
|
(233.0
|
)
|
|
(203.5
|
)
|
||
Net book value
|
545.2
|
|
|
573.7
|
|
||
Total identifiable intangible assets net book value
|
$
|
553.1
|
|
|
$
|
580.5
|
|
Note 4.
|
Discontinued Operations, Assets Held for Sale and Divestitures
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
197.0
|
|
|
$
|
374.6
|
|
Cost of sales
|
—
|
|
|
197.9
|
|
|
388.6
|
|
|||
Gross loss
|
—
|
|
|
(0.9
|
)
|
|
(14.0
|
)
|
|||
Operating expenses (income)
|
(0.5
|
)
|
|
4.2
|
|
|
32.0
|
|
|||
Operating income (loss)
|
0.5
|
|
|
(5.1
|
)
|
|
(46.0
|
)
|
|||
Interest expense
|
—
|
|
|
0.3
|
|
|
—
|
|
|||
(Income) loss on sale of discontinued operations
|
(4.9
|
)
|
|
119.7
|
|
|
—
|
|
|||
Income tax benefit
|
—
|
|
|
(21.9
|
)
|
|
(17.9
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
$
|
5.4
|
|
|
$
|
(103.2
|
)
|
|
$
|
(28.1
|
)
|
Note 5.
|
Income Taxes
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
U.S.
|
$
|
41.0
|
|
|
$
|
(0.1
|
)
|
|
$
|
(15.2
|
)
|
Non-U.S.
|
3.2
|
|
|
2.8
|
|
|
2.3
|
|
|||
Income (loss) before income taxes
|
$
|
44.2
|
|
|
$
|
2.7
|
|
|
$
|
(12.9
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
0.6
|
|
|
$
|
0.2
|
|
|
$
|
3.8
|
|
U.S. state and local
|
0.1
|
|
|
(1.0
|
)
|
|
(0.6
|
)
|
|||
Non-U.S.
|
0.8
|
|
|
1.1
|
|
|
(0.2
|
)
|
|||
|
1.5
|
|
|
0.3
|
|
|
3.0
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal
|
6.2
|
|
|
(0.6
|
)
|
|
(5.7
|
)
|
|||
U.S. state and local
|
1.3
|
|
|
9.0
|
|
|
(0.2
|
)
|
|||
Non-U.S.
|
(0.2
|
)
|
|
(0.8
|
)
|
|
—
|
|
|||
|
7.3
|
|
|
7.6
|
|
|
(5.9
|
)
|
|||
Income tax expense (benefit)
|
$
|
8.8
|
|
|
$
|
7.9
|
|
|
$
|
(2.9
|
)
|
|
|
2013
|
||||||
|
|
Continuing operations
|
|
Discontinued operations
|
||||
|
|
(in millions)
|
||||||
Expense from operations
|
|
$
|
17.5
|
|
|
$
|
2.1
|
|
Valuation allowance-related benefit
|
|
(8.5
|
)
|
|
(2.1
|
)
|
||
Other items
|
|
(0.2
|
)
|
|
—
|
|
||
Income tax expense
|
|
$
|
8.8
|
|
|
$
|
—
|
|
|
|
|
|
|
||||
|
|
|
|
|
||||
|
|
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
|
)
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Expense (benefit) at U.S. federal statutory income tax rate of 35%
|
$
|
15.5
|
|
|
$
|
0.9
|
|
|
$
|
(4.5
|
)
|
Adjustments to reconcile to income tax expense (benefit):
|
|
|
|
|
|
||||||
Federal valuation allowance
|
(7.8
|
)
|
|
—
|
|
|
—
|
|
|||
State income taxes, net of federal benefit
|
2.0
|
|
|
(0.8
|
)
|
|
(0.5
|
)
|
|||
State valuation allowance, net of federal benefit
|
(1.1
|
)
|
|
5.9
|
|
|
—
|
|
|||
Tax credits
|
(0.6
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|||
Other nondeductible expenses
|
0.5
|
|
|
0.7
|
|
|
0.5
|
|
|||
Foreign income taxes
|
0.4
|
|
|
(0.3
|
)
|
|
0.2
|
|
|||
Nondeductible compensation
|
0.2
|
|
|
1.4
|
|
|
1.3
|
|
|||
Other
|
(0.3
|
)
|
|
0.2
|
|
|
0.4
|
|
|||
Income tax expense (benefit)
|
$
|
8.8
|
|
|
$
|
7.9
|
|
|
$
|
(2.9
|
)
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Inventory reserves
|
$
|
17.2
|
|
|
$
|
13.5
|
|
Accrued expenses
|
17.2
|
|
|
19.4
|
|
||
Pension and other postretirement benefits
|
2.4
|
|
|
24.7
|
|
||
Stock-based compensation
|
9.1
|
|
|
7.0
|
|
||
State net operating losses
|
13.4
|
|
|
16.9
|
|
||
Federal net operating losses and credit carryovers
|
37.4
|
|
|
65.1
|
|
||
Other
|
1.6
|
|
|
1.7
|
|
||
|
98.3
|
|
|
148.3
|
|
||
Valuation allowance
|
(10.3
|
)
|
|
(49.2
|
)
|
||
Total deferred income tax assets, net of valuation allowance
|
88.0
|
|
|
99.1
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Identifiable intangible assets
|
199.8
|
|
|
206.9
|
|
||
Other
|
3.0
|
|
|
5.4
|
|
||
Total deferred income tax liabilities
|
202.8
|
|
|
212.3
|
|
||
Net deferred income tax liabilities
|
$
|
114.8
|
|
|
$
|
113.2
|
|
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Balance at beginning of year
|
$
|
49.2
|
|
|
$
|
1.3
|
|
Increase (decrease) allocated to continuing operations
|
(8.5
|
)
|
|
6.5
|
|
||
Increase (decrease) allocated to discontinued operations
|
(2.1
|
)
|
|
26.7
|
|
||
Increase (decrease) allocated to accumulated other comprehensive loss
|
(27.8
|
)
|
|
15.2
|
|
||
Expired items
|
(0.5
|
)
|
|
(0.5
|
)
|
||
Balance at end of year
|
$
|
10.3
|
|
|
$
|
49.2
|
|
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Balance at beginning of year
|
$
|
4.3
|
|
|
$
|
7.8
|
|
Increases related to prior year positions
|
0.5
|
|
|
0.6
|
|
||
Decreases related to prior year positions
|
—
|
|
|
(0.2
|
)
|
||
Decreases due to lapse in statute of limitations
|
(1.1
|
)
|
|
(2.5
|
)
|
||
Payments and settlements
|
—
|
|
|
(1.4
|
)
|
||
Balance at end of year
|
$
|
3.7
|
|
|
$
|
4.3
|
|
Note 6.
|
Borrowing Arrangements
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
ABL Agreement
|
$
|
—
|
|
|
$
|
—
|
|
8.75% Senior Unsecured Notes
|
178.0
|
|
|
199.9
|
|
||
7.375% Senior Subordinated Notes
|
420.0
|
|
|
420.0
|
|
||
Other
|
2.8
|
|
|
2.9
|
|
||
|
600.8
|
|
|
622.8
|
|
||
Less current portion
|
(1.3
|
)
|
|
(1.1
|
)
|
||
Long-term debt
|
$
|
599.5
|
|
|
$
|
621.7
|
|
Note. 7
|
Retirement Plans
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Service cost
|
$
|
2.0
|
|
|
$
|
1.8
|
|
|
$
|
2.5
|
|
Interest cost
|
18.3
|
|
|
20.2
|
|
|
21.2
|
|
|||
Expected return on plan assets
|
(25.1
|
)
|
|
(24.0
|
)
|
|
(23.4
|
)
|
|||
Amortization of prior service cost
|
—
|
|
|
0.6
|
|
|
0.6
|
|
|||
Amortization of net loss
|
9.0
|
|
|
6.0
|
|
|
5.9
|
|
|||
Curtailment / special settlement loss
|
0.1
|
|
|
0.2
|
|
|
0.7
|
|
|||
Costs allocated to discontinued operations
|
—
|
|
|
(1.1
|
)
|
|
(4.3
|
)
|
|||
Net periodic benefit cost
|
$
|
4.3
|
|
|
$
|
3.7
|
|
|
$
|
3.2
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Projected benefit obligations
|
$
|
390.4
|
|
|
$
|
445.2
|
|
Accumulated benefit obligations
|
390.4
|
|
|
445.0
|
|
||
Fair value of plan assets
|
384.8
|
|
|
383.2
|
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Projected benefit obligations
|
$
|
9.2
|
|
|
$
|
3.1
|
|
Accumulated benefit obligations
|
9.1
|
|
|
3.1
|
|
||
Fair value of plan assets
|
10.4
|
|
|
3.9
|
|
|
Pension Plans
|
|
Other Plans
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(in millions)
|
||||||||||||||
Projected benefit obligations:
|
|
|
|
|
|
|
|
||||||||
Beginning of year
|
$
|
448.3
|
|
|
$
|
381.3
|
|
|
$
|
0.2
|
|
|
$
|
2.1
|
|
Service cost
|
2.0
|
|
|
1.8
|
|
|
—
|
|
|
—
|
|
||||
Interest cost
|
18.3
|
|
|
20.2
|
|
|
—
|
|
|
0.1
|
|
||||
Plan amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.4
|
)
|
||||
Actuarial loss (gain)
|
(42.5
|
)
|
|
71.6
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Benefits paid
|
(26.0
|
)
|
|
(24.7
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
||||
Currency translation
|
(0.5
|
)
|
|
0.6
|
|
|
—
|
|
|
—
|
|
||||
Decrease in obligation due to curtailment
|
—
|
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
||||
Other
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
||||
End of year
|
$
|
399.6
|
|
|
$
|
448.3
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Accumulated benefit obligations at end of year
|
$
|
399.5
|
|
|
$
|
448.1
|
|
|
$
|
—
|
|
|
$
|
0.2
|
|
Plan assets:
|
|
|
|
|
|
|
|
||||||||
Beginning of year
|
$
|
387.1
|
|
|
$
|
331.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Actual return on plan assets
|
34.4
|
|
|
58.2
|
|
|
—
|
|
|
—
|
|
||||
Employer contributions
|
0.2
|
|
|
21.3
|
|
|
0.2
|
|
|
0.5
|
|
||||
Currency translation
|
(0.5
|
)
|
|
0.5
|
|
|
—
|
|
|
—
|
|
||||
Benefits paid
|
(26.0
|
)
|
|
(24.7
|
)
|
|
(0.2
|
)
|
|
(0.5
|
)
|
||||
End of year
|
$
|
395.2
|
|
|
$
|
387.1
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Accrued benefit cost at end of year:
|
|
|
|
|
|
|
|
||||||||
Unfunded status
|
$
|
(4.4
|
)
|
|
$
|
(61.2
|
)
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
Recognized on balance sheet:
|
|
|
|
|
|
|
|
||||||||
Other noncurrent assets
|
$
|
1.3
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other current liabilities
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Other noncurrent liabilities
|
(5.7
|
)
|
|
(62.1
|
)
|
|
—
|
|
|
(0.1
|
)
|
||||
|
$
|
(4.4
|
)
|
|
$
|
(61.2
|
)
|
|
$
|
—
|
|
|
$
|
(0.2
|
)
|
Recognized in accumulated other comprehensive loss, before tax:
|
|
|
|
|
|
|
|
||||||||
Prior year service cost (gain)
|
$
|
0.2
|
|
|
$
|
0.3
|
|
|
$
|
—
|
|
|
$
|
(0.4
|
)
|
Net actuarial loss (gain)
|
74.5
|
|
|
135.3
|
|
|
—
|
|
|
(4.2
|
)
|
||||
|
$
|
74.7
|
|
|
$
|
135.6
|
|
|
$
|
—
|
|
|
$
|
(4.6
|
)
|
Balance at beginning of year
|
$
|
135.6
|
|
Actuarial gain
|
(51.8
|
)
|
|
Prior year service loss amortization to net periodic cost
|
(9.0
|
)
|
|
Other
|
(0.1
|
)
|
|
Balance at end of year
|
$
|
74.7
|
|
Amortization of unrecognized prior year service cost
|
$
|
0.1
|
|
Amortization of unrecognized loss
|
3.5
|
|
|
|
$
|
3.6
|
|
|
Pension Plans
|
|
Other Plans
|
|||||||||||||
|
2013
|
|
2012
|
|
2011
|
|
2013
|
|
2012
|
|
2011
|
|||||
Weighted average used to determine benefit obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Discount rate
|
5.16
|
%
|
|
4.21
|
%
|
|
5.66
|
%
|
|
n/a
|
|
4.22
|
%
|
|
5.69
|
%
|
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
|
4.21
|
%
|
|
5.66
|
%
|
|
5.88
|
%
|
|
n/a
|
|
5.69
|
%
|
|
5.88
|
%
|
Expected return on plan assets
|
6.71
|
|
|
6.95
|
|
|
7.47
|
|
|
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
|
|
n/a
|
|
|
7.50
|
%
|
Ultimate trend rate – pre-65
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
n/a
|
|
|
5.00
|
%
|
Year ultimate trend rate achieved
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
|
n/a
|
|
n/a
|
|
|
2016
|
|
|
1 Percentage
point increase
|
|
1 Percentage
point decrease
|
||||
|
(in millions)
|
||||||
Discount rate:
|
|
|
|
||||
Effect on pension service cost
|
$
|
(0.2
|
)
|
|
$
|
0.3
|
|
Effect on pension benefit obligations
|
(39.2
|
)
|
|
47.3
|
|
||
Effect on 2014 pension expense
|
(2.3
|
)
|
|
2.7
|
|
||
Expected return on plan assets:
|
|
|
|
||||
Effect on 2014 pension expense
|
(3.8
|
)
|
|
3.8
|
|
•
|
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;
|
•
|
Fixed income 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; and
|
•
|
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, 2013
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Equity:
|
|
|
|
|
|
|
|
||||||||
Large cap stocks:
|
|
|
|
|
|
|
|
||||||||
Large cap growth funds
|
$
|
—
|
|
|
$
|
31.7
|
|
|
$
|
—
|
|
|
$
|
31.7
|
|
Large cap index funds
|
—
|
|
|
26.1
|
|
|
—
|
|
|
26.1
|
|
||||
Large cap value funds
|
—
|
|
|
16.3
|
|
|
—
|
|
|
16.3
|
|
||||
Large cap growth mutual funds
|
16.1
|
|
|
—
|
|
|
—
|
|
|
16.1
|
|
||||
Small cap stocks:
|
|
|
|
|
|
|
|
||||||||
Small cap growth funds
|
—
|
|
|
23.5
|
|
|
—
|
|
|
23.5
|
|
||||
International stocks:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
31.5
|
|
|
—
|
|
|
—
|
|
|
31.5
|
|
||||
International funds
|
—
|
|
|
15.7
|
|
|
—
|
|
|
15.7
|
|
||||
Total equity
|
47.6
|
|
|
113.3
|
|
|
—
|
|
|
160.9
|
|
||||
Fixed income
|
—
|
|
|
229.8
|
|
|
—
|
|
|
229.8
|
|
||||
Cash and cash equivalents
|
4.5
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
||||
|
$
|
52.1
|
|
|
$
|
343.1
|
|
|
$
|
—
|
|
|
$
|
395.2
|
|
|
September 30, 2012
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Equity:
|
|
|
|
|
|
|
|
||||||||
Large cap stocks:
|
|
|
|
|
|
|
|
||||||||
Large cap growth funds
|
$
|
—
|
|
|
$
|
15.6
|
|
|
$
|
—
|
|
|
$
|
15.6
|
|
Large cap value funds
|
—
|
|
|
30.4
|
|
|
—
|
|
|
30.4
|
|
||||
Large cap value mutual funds
|
31.3
|
|
|
—
|
|
|
—
|
|
|
31.3
|
|
||||
Large cap growth mutual funds
|
71.7
|
|
|
—
|
|
|
—
|
|
|
71.7
|
|
||||
Small cap stocks:
|
|
|
|
|
|
|
|
||||||||
Small cap index funds
|
—
|
|
|
36.3
|
|
|
—
|
|
|
36.3
|
|
||||
International stocks:
|
|
|
|
|
|
|
|
||||||||
Mutual funds
|
31.4
|
|
|
—
|
|
|
—
|
|
|
31.4
|
|
||||
International funds
|
—
|
|
|
10.6
|
|
|
—
|
|
|
10.6
|
|
||||
Total equity
|
134.4
|
|
|
92.9
|
|
|
—
|
|
|
227.3
|
|
||||
Fixed income
|
—
|
|
|
151.3
|
|
|
—
|
|
|
151.3
|
|
||||
Cash and cash equivalents
|
0.2
|
|
|
6.8
|
|
|
—
|
|
|
7.0
|
|
||||
Other
|
—
|
|
|
—
|
|
|
1.5
|
|
|
1.5
|
|
||||
|
$
|
134.6
|
|
|
$
|
251.0
|
|
|
$
|
1.5
|
|
|
$
|
387.1
|
|
2014
|
$
|
26.5
|
|
2015
|
26.4
|
|
|
2016
|
26.5
|
|
|
2017
|
26.7
|
|
|
2018
|
27.0
|
|
|
2019-2023
|
137.0
|
|
Note 8.
|
Capital Stock
|
Shares outstanding at September 30, 2010
|
154,708,474
|
|
Exercise of stock options
|
7,327
|
|
Exercise of employee stock purchase plan instruments
|
397,010
|
|
Vesting of restricted stock units, net of shares withheld
|
680,801
|
|
Shares outstanding at September 30, 2011
|
155,793,612
|
|
Exercise of stock options
|
8,552
|
|
Exercise of employee stock purchase plan instruments
|
339,242
|
|
Vesting of restricted stock units, net of shares withheld
|
699,242
|
|
Shares outstanding at September 30, 2012
|
156,840,648
|
|
Exercise of stock options
|
384,475
|
|
Exercise of employee stock purchase plan instruments
|
290,173
|
|
Vesting of restricted stock units, net of shares withheld
|
719,004
|
|
Shares outstanding at September 30, 2013
|
158,234,300
|
|
Note 9.
|
Stock-based Compensation Plans
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions, except per share data)
|
||||||||||
Decrease in operating income
|
$
|
11.4
|
|
|
$
|
6.0
|
|
|
$
|
5.0
|
|
Decrease in net income or increase in net loss
|
6.9
|
|
|
3.5
|
|
|
3.3
|
|
|||
Effect on earnings or loss per basic share
|
0.04
|
|
|
0.02
|
|
|
0.02
|
|
|||
Effect on earnings or loss per diluted share
|
0.04
|
|
|
0.02
|
|
|
0.02
|
|
|
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, 2010
|
2,095,713
|
|
|
$
|
7.66
|
|
|
1.9
|
|
|
||
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
|
|
|
|||
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
|
|
|
|||
Granted
|
509,338
|
|
|
5.37
|
|
|
|
|
|
|||
Vested
|
(995,037
|
)
|
|
4.77
|
|
|
|
|
5.6
|
|
||
Canceled
|
(12,723
|
)
|
|
12.28
|
|
|
|
|
|
|||
Outstanding at September 30, 2013
|
1,925,340
|
|
|
$
|
4.30
|
|
|
0.9
|
|
|
|
Options
|
|
Weighted
average
exercise
price
per option
|
|
Weighted
average
remaining
contractual
term (years)
|
|
Aggregate
intrinsic
value
(millions)
|
|||||
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
|
|
||
Granted
|
125,780
|
|
|
5.91
|
|
|
|
|
|
|||
Exercised
|
(384,475
|
)
|
|
4.97
|
|
|
|
|
1.2
|
|
||
Canceled
|
(139,209
|
)
|
|
12.52
|
|
|
|
|
|
|||
Outstanding at September 30, 2013
|
5,124,706
|
|
|
$
|
6.22
|
|
|
5.9
|
|
$
|
14.6
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at September 30, 2013
|
4,172,371
|
|
|
$
|
6.90
|
|
|
5.5
|
|
$
|
10.1
|
|
|
|
|
|
|
|
|
|
|||||
Expected to vest after September 30, 2013
|
924,327
|
|
|
$
|
3.22
|
|
|
7.9
|
|
$
|
4.4
|
|
Exercise price
|
|
Options
|
|
Weighted
average
exercise price
|
|
Weighted
average
remaining
contractual
term (years)
|
|
Exercisable options
|
|
Weighted
average
exercise price
|
||||||||||||
$
|
2.03
|
|
-
|
$
|
4.97
|
|
|
2,081,018
|
|
|
$
|
3.27
|
|
|
7.3
|
|
1,254,463
|
|
|
$
|
3.57
|
|
5.05
|
|
-
|
9.48
|
|
|
2,026,658
|
|
|
5.68
|
|
|
5.8
|
|
1,900,878
|
|
|
5.66
|
|
||||
10.66
|
|
-
|
14.55
|
|
|
706,776
|
|
|
11.83
|
|
|
3.7
|
|
706,776
|
|
|
11.83
|
|
||||
15.09
|
|
-
|
20.56
|
|
|
310,254
|
|
|
16.71
|
|
|
2.8
|
|
310,254
|
|
|
16.71
|
|
||||
|
|
|
|
5,124,706
|
|
|
$
|
6.22
|
|
|
5.9
|
|
4,172,371
|
|
|
$
|
6.90
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Grant-date fair value
|
$
|
5.91
|
|
|
$
|
1.31
|
|
|
$
|
1.25
|
|
Risk-free interest rate
|
1.63
|
%
|
|
1.74
|
%
|
|
2.26
|
%
|
|||
Dividend yield
|
2.17
|
%
|
|
1.97
|
%
|
|
1.57
|
%
|
|||
Expected life (years)
|
8.0
|
|
|
8.0
|
|
|
7.2
|
|
|||
Expected annual volatility
|
0.6696
|
|
|
0.7342
|
|
|
0.3658
|
|
|
Phantom Plan units
|
|
Weighted
average
grant date
fair value
per unit
|
|
Weighted
average
remaining
contractual
term (years)
|
|
Aggregate
intrinsic
value
(millions)
|
|||||
Outstanding at September 30, 2011
|
—
|
|
|
—
|
|
|
0.0
|
|
|
|||
Granted
|
358,866
|
|
|
$
|
2.03
|
|
|
|
|
|
||
Vested
|
—
|
|
|
|
|
|
|
$
|
—
|
|
||
Canceled
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at September 30, 2012
|
358,866
|
|
|
2.03
|
|
|
1.2
|
|
|
|||
Granted
|
382,605
|
|
|
5.22
|
|
|
|
|
|
|||
Vested
|
(119,637
|
)
|
|
|
|
|
|
0.7
|
|
|||
Canceled
|
(12,852
|
)
|
|
2.03
|
|
|
|
|
|
|||
Outstanding at September 30, 2013
|
608,982
|
|
|
$
|
4.03
|
|
|
1.0
|
|
|
Note 10.
|
Supplemental Balance Sheet Information
|
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Inventories:
|
|
|
|
||||
Purchased components and raw material
|
$
|
75.4
|
|
|
$
|
69.7
|
|
Work in process
|
38.6
|
|
|
27.5
|
|
||
Finished goods
|
94.5
|
|
|
86.0
|
|
||
|
$
|
208.5
|
|
|
$
|
183.2
|
|
Other current assets:
|
|
|
|
||||
Maintenance and repair tooling
|
$
|
22.5
|
|
|
22.9
|
|
|
Income taxes
|
14.9
|
|
|
3.9
|
|
||
U.S. Pipe-related workers' compensation and other reimbursements
|
2.2
|
|
|
4.3
|
|
||
Other
|
6.5
|
|
|
6.9
|
|
||
|
$
|
46.1
|
|
|
$
|
38.0
|
|
Property, plant and equipment:
|
|
|
|
||||
Land
|
$
|
10.6
|
|
|
$
|
12.3
|
|
Buildings
|
75.5
|
|
|
71.3
|
|
||
Machinery and equipment
|
305.7
|
|
|
286.5
|
|
||
Construction in progress
|
19.6
|
|
|
12.4
|
|
||
|
411.4
|
|
|
382.5
|
|
||
Accumulated depreciation
|
(269.5
|
)
|
|
(244.6
|
)
|
||
|
$
|
141.9
|
|
|
$
|
137.9
|
|
Other current liabilities:
|
|
|
|
||||
Compensation and benefits
|
$
|
37.3
|
|
|
$
|
41.0
|
|
Customer rebates
|
15.5
|
|
|
13.7
|
|
||
Interest
|
12.0
|
|
|
12.2
|
|
||
Taxes other than income taxes
|
5.0
|
|
|
5.6
|
|
||
Warranty
|
2.8
|
|
|
1.6
|
|
||
Income taxes
|
1.3
|
|
|
0.9
|
|
||
Restructuring
|
—
|
|
|
0.6
|
|
||
Environmental
|
0.2
|
|
|
0.2
|
|
||
Other
|
6.5
|
|
|
7.0
|
|
||
|
$
|
80.6
|
|
|
$
|
82.8
|
|
Note 11.
|
Supplemental Statement of Operations Information
|
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Included in selling, general and administrative expenses:
|
|
|
|
|
|
||||||
Research and development
|
$
|
14.8
|
|
|
$
|
12.7
|
|
|
$
|
9.9
|
|
Advertising
|
$
|
5.0
|
|
|
$
|
4.9
|
|
|
$
|
4.3
|
|
Interest expense, net:
|
|
|
|
|
|
||||||
7.375% Senior Subordinated Notes
|
$
|
31.0
|
|
|
$
|
31.0
|
|
|
$
|
31.0
|
|
8.75% Senior Unsecured Notes
|
16.8
|
|
|
19.3
|
|
|
20.0
|
|
|||
Deferred financing fees amortization
|
2.0
|
|
|
2.3
|
|
|
2.3
|
|
|||
ABL Agreement
|
1.5
|
|
|
3.2
|
|
|
4.0
|
|
|||
Interest rate swap contracts
|
—
|
|
|
5.0
|
|
|
8.0
|
|
|||
Other interest expense
|
0.7
|
|
|
(0.6
|
)
|
|
0.6
|
|
|||
|
52.0
|
|
|
60.2
|
|
|
65.9
|
|
|||
Interest income
|
(0.3
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
|
$
|
51.7
|
|
|
$
|
59.9
|
|
|
$
|
65.6
|
|
Note 12.
|
Accumulated Other Comprehensive Loss
|
|
Foreign currency translation
|
|
Minimum pension liability, net of tax
|
|
Total
|
||||||
|
|
|
(in millions)
|
|
|
||||||
Balance at September 30, 2012
|
$
|
9.2
|
|
|
$
|
(96.9
|
)
|
|
$
|
(87.7
|
)
|
Current period other comprehensive income (loss)
|
(2.4
|
)
|
|
61.5
|
|
|
59.1
|
|
|||
Balance at September 30, 2013
|
$
|
6.8
|
|
|
$
|
(35.4
|
)
|
|
$
|
(28.6
|
)
|
Note 13.
|
Supplemental Cash Flow Information
|
|
September 30,
|
||||||||||
|
2013
|
|
2012
|
|
2011
|
||||||
|
(in millions)
|
||||||||||
Pension and other postretirement plans:
|
|
|
|
|
|
||||||
Increase (decrease) in other noncurrent assets
|
$
|
0.3
|
|
|
$
|
(0.1
|
)
|
|
$
|
(0.5
|
)
|
Decrease (increase) in other noncurrent liabilities
|
51.5
|
|
|
(36.2
|
)
|
|
17.3
|
|
|||
Decrease (increase) in other current liabilities
|
—
|
|
|
0.3
|
|
|
(0.3
|
)
|
|||
Decrease (increase) in deferred tax liabilities
|
(20.1
|
)
|
|
(0.6
|
)
|
|
(6.4
|
)
|
|||
Decrease (increase) in accumulated other comprehensive loss
|
(31.7
|
)
|
|
36.6
|
|
|
(10.1
|
)
|
|||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid (received), net:
|
|
|
|
|
|
||||||
Interest
|
$
|
49.1
|
|
|
$
|
53.3
|
|
|
$
|
54.8
|
|
Income taxes
|
$
|
0.7
|
|
|
$
|
(6.9
|
)
|
|
$
|
4.6
|
|
Note 14.
|
Segment Information
|
|
United States
|
|
Canada
|
|
Other
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
2013
|
$
|
971.0
|
|
|
$
|
101.5
|
|
|
$
|
48.3
|
|
|
$
|
1,120.8
|
|
2012
|
872.3
|
|
|
112.4
|
|
|
39.2
|
|
|
1,023.9
|
|
||||
2011
|
834.0
|
|
|
113.5
|
|
|
17.1
|
|
|
964.6
|
|
||||
Property, plant and equipment, net:
|
|
|
|
|
|
|
|
||||||||
September 30, 2013
|
$
|
133.6
|
|
|
$
|
4.7
|
|
|
$
|
3.6
|
|
|
$
|
141.9
|
|
September 30, 2012
|
129.2
|
|
|
5.6
|
|
|
3.1
|
|
|
137.9
|
|
|
Mueller Co.
|
|
Anvil
|
|
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales, excluding intercompany:
|
|
|
|
|
|
|
|
||||||||
2013
|
$
|
729.5
|
|
|
$
|
391.3
|
|
|
$
|
—
|
|
|
$
|
1,120.8
|
|
2012
|
652.4
|
|
|
371.5
|
|
|
—
|
|
|
1,023.9
|
|
||||
2011
|
605.5
|
|
|
359.1
|
|
|
—
|
|
|
964.6
|
|
||||
Intercompany sales:
|
|
|
|
|
|
|
|
||||||||
2013
|
$
|
7.4
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
7.5
|
|
2012
|
7.3
|
|
|
0.1
|
|
|
—
|
|
|
7.4
|
|
||||
2011
|
8.7
|
|
|
0.1
|
|
|
—
|
|
|
8.8
|
|
||||
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
2013
|
$
|
91.3
|
|
|
$
|
40.2
|
|
|
$
|
(34.2
|
)
|
|
$
|
97.3
|
|
2012
|
57.7
|
|
|
37.3
|
|
|
(30.9
|
)
|
|
64.1
|
|
||||
2011
|
53.8
|
|
|
31.8
|
|
|
(32.9
|
)
|
|
52.7
|
|
||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
||||||||
2013
|
$
|
44.6
|
|
|
$
|
14.2
|
|
|
$
|
0.4
|
|
|
$
|
59.2
|
|
2012
|
45.7
|
|
|
14.3
|
|
|
0.6
|
|
|
60.6
|
|
||||
2011
|
47.7
|
|
|
14.5
|
|
|
0.9
|
|
|
63.1
|
|
||||
Restructuring:
|
|
|
|
|
|
|
|
||||||||
2013
|
$
|
1.5
|
|
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
$
|
1.5
|
|
2012
|
2.5
|
|
|
0.3
|
|
|
—
|
|
|
2.8
|
|
||||
2011
|
1.4
|
|
|
1.2
|
|
|
1.0
|
|
|
3.6
|
|
||||
Capital expenditures:
|
|
|
|
|
|
|
|
||||||||
2013
|
$
|
23.1
|
|
|
$
|
12.3
|
|
|
$
|
0.2
|
|
|
$
|
35.6
|
|
2012
|
20.0
|
|
|
11.4
|
|
|
—
|
|
|
31.4
|
|
||||
2011
|
14.8
|
|
|
7.5
|
|
|
0.8
|
|
|
23.1
|
|
||||
Total assets:
|
|
|
|
|
|
|
|
||||||||
September 30, 2013
|
$
|
846.8
|
|
|
$
|
259.6
|
|
|
$
|
175.5
|
|
|
$
|
1,281.9
|
|
September 30, 2012
|
843.0
|
|
|
258.7
|
|
|
139.2
|
|
|
1,240.9
|
|
||||
Identifiable intangible assets, net:
|
|
|
|
|
|
|
|
||||||||
September 30, 2013
|
$
|
491.6
|
|
|
$
|
61.5
|
|
|
$
|
—
|
|
|
$
|
553.1
|
|
September 30, 2012
|
515.5
|
|
|
65.0
|
|
|
—
|
|
|
580.5
|
|
Note 16.
|
Subsequent Events
|
Note 17.
|
Quarterly Consolidated Financial Information (Unaudited)
|
|
Quarter
|
||||||||||||||
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||
|
(in millions, except per share amounts)
|
||||||||||||||
2013:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
293.2
|
|
|
$
|
299.4
|
|
|
$
|
283.1
|
|
|
$
|
245.1
|
|
Gross profit
|
88.8
|
|
|
90.0
|
|
|
77.3
|
|
|
57.1
|
|
||||
Operating income
|
33.2
|
|
|
32.9
|
|
|
24.3
|
|
|
6.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
16.8
|
|
|
$
|
16.0
|
|
|
$
|
7.6
|
|
|
$
|
(5.0
|
)
|
Loss from discontinued operations
|
(3.3
|
)
|
|
(1.9
|
)
|
|
(1.4
|
)
|
|
12.0
|
|
||||
Net income
|
$
|
13.5
|
|
|
$
|
14.1
|
|
|
$
|
6.2
|
|
|
$
|
7.0
|
|
Net income per basic share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.11
|
|
|
$
|
0.10
|
|
|
$
|
0.05
|
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
(0.02
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
0.07
|
|
||||
Net income
|
$
|
0.09
|
|
|
$
|
0.09
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
Net income per diluted share
(1)
:
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.10
|
|
|
$
|
0.10
|
|
|
$
|
0.05
|
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
(0.02
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
0.07
|
|
||||
Net income
|
$
|
0.08
|
|
|
$
|
0.09
|
|
|
$
|
0.04
|
|
|
$
|
0.04
|
|
|
|
|
|
|
|
|
|
||||||||
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 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
|
)
|
(1)
|
The sum of the quarterly amounts may not equal the full year amount due to rounding.
|
Note 18.
|
Consolidating Guarantor and Non-Guarantor Financial Information
|
Name
|
|
State of
incorporation
or organization
|
|
|
|
Anvil International, LLC
|
|
Delaware
|
Echologics, LLC
|
|
Delaware
|
Henry Pratt Company, LLC
|
|
Delaware
|
Henry Pratt International, 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 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
|
$
|
86.6
|
|
|
$
|
(2.3
|
)
|
|
$
|
39.3
|
|
|
$
|
—
|
|
|
$
|
123.6
|
|
Receivables, net
|
0.1
|
|
|
150.4
|
|
|
14.0
|
|
|
—
|
|
|
164.5
|
|
|||||
Inventories
|
—
|
|
|
195.3
|
|
|
13.2
|
|
|
—
|
|
|
208.5
|
|
|||||
Deferred income taxes
|
26.3
|
|
|
—
|
|
|
0.4
|
|
|
—
|
|
|
26.7
|
|
|||||
Other current assets
|
18.2
|
|
|
25.7
|
|
|
2.2
|
|
|
—
|
|
|
46.1
|
|
|||||
Total current assets
|
131.2
|
|
|
369.1
|
|
|
69.1
|
|
|
—
|
|
|
569.4
|
|
|||||
Intercompany accounts
|
882.7
|
|
|
—
|
|
|
—
|
|
|
(882.7
|
)
|
|
—
|
|
|||||
Property, plant and equipment
|
1.5
|
|
|
132.0
|
|
|
8.4
|
|
|
—
|
|
|
141.9
|
|
|||||
Identifiable intangible assets
|
—
|
|
|
551.3
|
|
|
1.8
|
|
|
—
|
|
|
553.1
|
|
|||||
Other noncurrent assets
|
16.0
|
|
|
0.2
|
|
|
1.3
|
|
|
—
|
|
|
17.5
|
|
|||||
Investment in subsidiaries
|
155.2
|
|
|
39.2
|
|
|
—
|
|
|
(194.4
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
1,186.6
|
|
|
$
|
1,091.8
|
|
|
$
|
80.6
|
|
|
$
|
(1,077.1
|
)
|
|
$
|
1,281.9
|
|
Liabilities and stockholders' equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.3
|
|
Accounts payable
|
4.6
|
|
|
90.0
|
|
|
6.6
|
|
|
—
|
|
|
101.2
|
|
|||||
Other current liabilities
|
29.7
|
|
|
46.6
|
|
|
4.3
|
|
|
—
|
|
|
80.6
|
|
|||||
Total current liabilities
|
34.3
|
|
|
137.9
|
|
|
10.9
|
|
|
—
|
|
|
183.1
|
|
|||||
Long-term debt
|
598.0
|
|
|
1.5
|
|
|
—
|
|
|
—
|
|
|
599.5
|
|
|||||
Deferred income taxes
|
140.9
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
141.5
|
|
|||||
Other noncurrent liabilities
|
21.3
|
|
|
7.5
|
|
|
0.8
|
|
|
—
|
|
|
29.6
|
|
|||||
Intercompany accounts
|
63.9
|
|
|
789.7
|
|
|
29.1
|
|
|
(882.7
|
)
|
|
—
|
|
|||||
Total liabilities
|
858.4
|
|
|
936.6
|
|
|
41.4
|
|
|
(882.7
|
)
|
|
953.7
|
|
|||||
Stockholders' equity
|
328.2
|
|
|
155.2
|
|
|
39.2
|
|
|
(194.4
|
)
|
|
328.2
|
|
|||||
Total liabilities and stockholders' equity
|
$
|
1,186.6
|
|
|
$
|
1,091.8
|
|
|
$
|
80.6
|
|
|
$
|
(1,077.1
|
)
|
|
$
|
1,281.9
|
|
|
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
|
|
|||||
Intercompany accounts
|
956.7
|
|
|
—
|
|
|
—
|
|
|
(956.7
|
)
|
|
—
|
|
|||||
Property, plant and equipment
|
1.8
|
|
|
127.4
|
|
|
8.7
|
|
|
—
|
|
|
137.9
|
|
|||||
Identifiable intangible assets
|
—
|
|
|
579.0
|
|
|
1.5
|
|
|
—
|
|
|
580.5
|
|
|||||
Other noncurrent assets
|
30.5
|
|
|
0.7
|
|
|
1.4
|
|
|
—
|
|
|
32.6
|
|
|||||
Investment in subsidiaries
|
27.2
|
|
|
37.9
|
|
|
—
|
|
|
(65.1
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
1,098.5
|
|
|
$
|
1,083.8
|
|
|
$
|
80.4
|
|
|
$
|
(1,021.8
|
)
|
|
$
|
1,240.9
|
|
Liabilities and stockholders' 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
|
—
|
|
|
928.4
|
|
|
28.3
|
|
|
(956.7
|
)
|
|
—
|
|
|||||
Total liabilities
|
867.3
|
|
|
1,056.6
|
|
|
42.5
|
|
|
(956.7
|
)
|
|
1,009.7
|
|
|||||
Stockholders' equity
|
231.2
|
|
|
27.2
|
|
|
37.9
|
|
|
(65.1
|
)
|
|
231.2
|
|
|||||
Total liabilities and stockholders' equity
|
$
|
1,098.5
|
|
|
$
|
1,083.8
|
|
|
$
|
80.4
|
|
|
$
|
(1,021.8
|
)
|
|
$
|
1,240.9
|
|
|
Issuer
|
|
Guarantor
companies
|
|
Non-
guarantor
companies
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,005.9
|
|
|
$
|
114.9
|
|
|
$
|
—
|
|
|
$
|
1,120.8
|
|
Cost of sales
|
—
|
|
|
708.6
|
|
|
99.0
|
|
|
—
|
|
|
807.6
|
|
|||||
Gross profit
|
—
|
|
|
297.3
|
|
|
15.9
|
|
|
—
|
|
|
313.2
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative
|
34.0
|
|
|
168.2
|
|
|
12.2
|
|
|
—
|
|
|
214.4
|
|
|||||
Restructuring
|
—
|
|
|
1.4
|
|
|
0.1
|
|
|
—
|
|
|
1.5
|
|
|||||
Total operating expenses
|
34.0
|
|
|
169.6
|
|
|
12.3
|
|
|
—
|
|
|
215.9
|
|
|||||
Operating income (loss)
|
(34.0
|
)
|
|
127.7
|
|
|
3.6
|
|
|
—
|
|
|
97.3
|
|
|||||
Interest expense, net
|
51.6
|
|
|
0.3
|
|
|
(0.2
|
)
|
|
—
|
|
|
51.7
|
|
|||||
Loss on early extinguishment of debt
|
1.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.4
|
|
|||||
Income (loss) before income taxes
|
(87.0
|
)
|
|
127.4
|
|
|
3.8
|
|
|
—
|
|
|
44.2
|
|
|||||
Income tax expense (benefit)
|
(17.3
|
)
|
|
25.5
|
|
|
0.6
|
|
|
—
|
|
|
8.8
|
|
|||||
Equity in income of subsidiaries
|
105.1
|
|
|
3.2
|
|
|
—
|
|
|
(108.3
|
)
|
|
—
|
|
|||||
Income from continuing operations
|
35.4
|
|
|
105.1
|
|
|
3.2
|
|
|
(108.3
|
)
|
|
35.4
|
|
|||||
Income from discontinued operations, net of tax
|
5.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.4
|
|
|||||
Net income
|
$
|
40.8
|
|
|
$
|
105.1
|
|
|
$
|
3.2
|
|
|
$
|
(108.3
|
)
|
|
$
|
40.8
|
|
|
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 (income), 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
|
)
|
|||||
Loss from discontinued operations, net of tax
|
(103.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(103.2
|
)
|
|||||
Net income (loss)
|
$
|
(108.4
|
)
|
|
$
|
58.6
|
|
|
$
|
2.4
|
|
|
$
|
(61.0
|
)
|
|
$
|
(108.4
|
)
|
|
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
|
(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
|
)
|
|||||
Loss from discontinued operations, net of tax
|
(28.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(28.1
|
)
|
|||||
Net income (loss)
|
$
|
(38.1
|
)
|
|
$
|
53.2
|
|
|
$
|
1.9
|
|
|
$
|
(55.1
|
)
|
|
$
|
(38.1
|
)
|
|
Issuer
|
|
Guarantor
companies
|
|
Non-
guarantor
companies
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Net income
|
$
|
40.8
|
|
|
$
|
105.1
|
|
|
$
|
3.2
|
|
|
$
|
(108.3
|
)
|
|
$
|
40.8
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Minimum pension liability, net of tax
|
61.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61.5
|
|
|||||
Equity in other comprehensive loss of subsidiaries
|
(2.4
|
)
|
|
(2.4
|
)
|
|
—
|
|
|
4.8
|
|
|
—
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
(2.4
|
)
|
|||||
|
59.1
|
|
|
(2.4
|
)
|
|
(2.4
|
)
|
|
4.8
|
|
|
59.1
|
|
|||||
Comprehensive income
|
$
|
99.9
|
|
|
$
|
102.7
|
|
|
$
|
0.8
|
|
|
$
|
(103.5
|
)
|
|
$
|
99.9
|
|
|
Issuer
|
|
Guarantor
companies
|
|
Non-
guarantor
companies
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Net income (loss)
|
$
|
(108.4
|
)
|
|
$
|
58.6
|
|
|
$
|
2.4
|
|
|
$
|
(61.0
|
)
|
|
$
|
(108.4
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Minimum pension liability, net of tax
|
(39.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(39.4
|
)
|
|||||
Interest rate swap contracts, net of tax
|
3.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
|||||
Equity in other comprehensive income of subsidiaries
|
2.9
|
|
|
2.9
|
|
|
—
|
|
|
(5.8
|
)
|
|
—
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
2.9
|
|
|
—
|
|
|
2.9
|
|
|||||
|
(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 income (loss)
|
$
|
(38.1
|
)
|
|
$
|
53.2
|
|
|
$
|
1.9
|
|
|
$
|
(55.1
|
)
|
|
$
|
(38.1
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Minimum pension liability, net of tax
|
12.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.2
|
|
|||||
Interest rate swap contracts, net of tax
|
4.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|||||
Equity in other comprehensive loss of subsidiaries
|
(1.1
|
)
|
|
(1.1
|
)
|
|
—
|
|
|
2.2
|
|
|
—
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
(1.1
|
)
|
|||||
|
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)
|
|
|
|
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by operating activities from continuing operations
|
$
|
67.2
|
|
|
$
|
37.9
|
|
|
$
|
9.0
|
|
|
$
|
—
|
|
|
$
|
114.1
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(0.2
|
)
|
|
(33.5
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(35.6
|
)
|
|||||
Acquisitions, net of cash acquired
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||||
Proceeds from sales of assets
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Net cash used in investing activities from continuing operations
|
(0.2
|
)
|
|
(34.1
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(36.2
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Early repayment of debt
|
(23.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23.2
|
)
|
|||||
Dividends paid
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
|||||
Common stock issued
|
3.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.1
|
|
|||||
Shares retained for employee taxes
|
(1.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.5
|
)
|
|||||
Payment of deferred financing fees
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|||||
Other
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|||||
Net cash used in financing activities from continuing operations
|
(33.3
|
)
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
(35.7
|
)
|
|||||
Net cash flows from discontinued operations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating activities
|
(4.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4.9
|
)
|
|||||
Investing activities
|
4.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.5
|
|
|||||
Net cash provided by discontinued operations
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Effect of currency exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(1.2
|
)
|
|
—
|
|
|
(1.2
|
)
|
|||||
Net change in cash and cash equivalents
|
33.3
|
|
|
1.4
|
|
|
5.9
|
|
|
—
|
|
|
40.6
|
|
|||||
Cash and cash equivalents at beginning of year
|
53.3
|
|
|
(3.7
|
)
|
|
33.4
|
|
|
—
|
|
|
83.0
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
86.6
|
|
|
$
|
(2.3
|
)
|
|
$
|
39.3
|
|
|
$
|
—
|
|
|
$
|
123.6
|
|
|
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, net of cash acquired
|
—
|
|
|
(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 paid
|
(34.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(34.0
|
)
|
|||||
Early repayment of debt
|
(23.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23.2
|
)
|
|||||
Dividends paid
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
|||||
Common stock issued
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Shares retained for employee taxes
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||||
Other
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
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 provided by 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 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, net of cash acquired
|
—
|
|
|
(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 paid
|
(15.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15.0
|
)
|
|||||
Common stock
|
1.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|||||
Shares retained for employee taxes
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|||||
Dividends paid
|
(10.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10.9
|
)
|
|||||
Payment of deferred financing fees
|
(0.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.4
|
)
|
|||||
Other
|
—
|
|
|
2.4
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|||||
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
|
|
ARTICLE I:
|
TERMS OF EMPLOYMENT
|
a.
|
Beginning April 2, 2012 (“Commencement Date”), Executive will serve as Senior Vice President, General Counsel and Secretary, and will report to the Chief Executive Officer of the Company. Executive’s designated work location will be Atlanta, Georgia. Executive will have the responsibilities generally consistent for such position in similarly sized public companies and such other and additional responsibilities as may be assigned to Executive from time to time by the Company’s Chief Executive Officer. Executive acknowledges that this Agreement contemplates any possible future promotion and any assignment of responsibilities with respect to any affiliate or subsidiary of the Company, which may be made without amendment of this Agreement.
|
b.
|
Executive shall devote substantially all of Executive’s working time, attention and energies to the business of the Company and its affiliated entities. With permission of the person to whom the Executive reports, Executive however, may be involved in charitable and professional activities and serve on boards of not-for-profit entities, in each case in accordance with Company policy and in a manner and in organizations that will not adversely effect the Executive’s performance or reflect unfavorably on the Company. Executive may not serve on any for-profit board without the prior permission of the Board of Directors. In no event will Executive be covered by any insurance policies of the Company for service on other boards unless pursuant to a specific written endorsement approved by the Chief Executive Officer of the Company and obtained by the Executive.
|
3.
|
Compensation and Benefits
|
a.
|
Executive’s base salary (“Salary”) will be $325,000 per year. Executive’s Salary and job performance will be reviewed at least once per year consistent with the practices of the Company.
|
b.
|
Executive is entitled to participate in the Company Management Incentive Program (“MIP”), as in effect from time to time and as approved by the Compensation Committee. Executive’s initial target annual bonus will be sixty percent (60%) of the Executive’s Salary in effect for such year (“Target Bonus”). Actual annual bonus (“Bonus”) may range from 0% to 200% of Target Bonus and will be determined based upon corporate and/or individual performance factors established by the Compensation Committee. Target Bonus ranges, target and performance goals may be changed in accordance with the applicable plan and without amendment of this Agreement. Executive must be employed on the date the Board approves the Bonus payable with respect to any fiscal year to be eligible to receive an annual Bonus for such fiscal year. For Fiscal Year 2012, Executive’s Bonus will be awarded on a pro-rata basis for the period of time employed, based on actual results and the existing and to be agreed upon, targets.
|
c.
|
Executive will be eligible for equity-based awards under the Company’s Stock Incentive Plan consistent with its application to executives generally at the level of responsibility held and with the terms of such program, as in effect from time to time. Equity awards will be granted and priced at the time the Company normally distributes its grants to executives using a modified Black-Scholes valuation. Targets are market-based, are established by the Compensation Committee, and may change from time to time. All targets established and equity awards are granted at the discretion of the Compensation Committee.
|
d.
|
Executive will be eligible to participate in any pension, profit sharing, health or welfare benefit generally made available by the Company to similarly situated executive employees, as in effect from time to time, including, without limitation:
|
i.
|
life and group health (medical, dental, etc.) benefits generally applicable to executives in the location in which Executive is primarily based, as in effect from time to time and in accordance with their terms.
|
ii.
|
Retirement Savings Plan
,
generally applicable to salaried employees in the location in which Executive is primarily based, as in effect from time to time and in accordance with its terms.
|
iii.
|
Employee Stock Purchase Plan, generally applicable to salaried employees in the location in which Executive is primarily based, as in effect from time to time and in accordance with its terms.
|
iv.
|
Four weeks of annual vacation to be used in accordance with the Company’s vacation policies generally applicable to executives in the location in which Executive is primarily based, as in effect from time to time.
|
v.
|
Expense reimbursement for properly documented ordinary and necessary business expenses incurred by Executive in the performance of employment hereunder in accordance with the Company’s expense reimbursement policy.
|
e.
|
Executive shall be entitled to a car allowance of $1,500 per month, subject to applicable taxes.
|
f.
|
Executive shall be entitled to reimbursement of financial planning expenses in accordance with the Company’s policy for executive financial planning. This shall be equal to $10,000 during your first calendar year and $7,500 in the following calendar year and beyond.
|
g.
|
Executive shall be entitled to reimbursement up to $3,000 for expenses of an annual physical in accordance with the Company’s policy for executive physical exams, which amount shall be treated as taxable income.
|
h.
|
Executive agrees to comply with policies as adopted from time to time by the Board of Directors for executives, which includes stock ownership guidelines, which currently require you to accumulate two times your Salary in Company stock over a five year period.
|
i.
|
On the Commencement Date, Executive will receive an equity grant with a grant date fair value equal to $220,000 of which twenty percent of the value of the award will be in the form of stock options and eighty percent will be in the form of restricted stock units, each of which will “cliff” vest on the third anniversary of the date of grant (the “Vesting Date”). The valuation of these grants will be made by the independent compensation consultant to the Compensation Committee. If Executive leaves the Company prior to the Vesting Date, any unvested restricted stock units and stock options are forfeited. All equity awards are granted at the discretion of the Compensation Committee.
|
j.
|
Executive shall receive a sign-on bonus of $50,000, that is payable at the time normal bonus payments are made within the Company. In the event Executive terminates employment on a voluntary basis within one (1) year of starting employment with the Company, Executive will repay the full amount of the sign-on bonus to the Company within thirty (30) days of Executive’s separation date.
|
4.
|
Termination of Employment
-
Death; By Company for Cause or Disability; By Executive’s Resignation Other Than for Good Reason.
Executive’s employment automatically terminates upon Executive’s death. The Company may terminate Executive’s employment on account of Disability or for Cause. Executive may voluntarily resign or retire from employment for other than Good Reason upon not less than 15 business days prior written notice to the Company. Upon termination of employment for any of these reasons, Executive will be entitled to Salary through the date of termination of employment, and other benefits in accordance with the terms of the Company’s retirement, insurance, and other applicable plans and programs then in effect.
|
a.
|
For purposes of this Agreement, “Disability” occurs if Executive has been physically or mentally incapacitated so as to render Executive incapable of performing the essential functions of any substantial gainful activity, or Executive has received income replacement benefits under a Company plan for at least three months, and, in either instance, that incapacity is expected to result in death or to last for a continuous period of at least 12 months. Executive’s receipt of disability benefits under the Company’s long-term disability plan or receipt of Social Security disability benefits, among other possible evidence, shall be deemed conclusive evidence of Disability for purposes of this Agreement.
|
b.
|
For purposes of this Agreement, the term “Cause” means any of the following: Executive’s: (i) conviction or guilty plea of a felony or conviction or guilty plea of any crime involving fraud or dishonesty; (ii) theft or embezzlement of property from the Company; (iii) willful and continued refusal to perform the duties of Executive’s position in all material respects (other than any such failure resulting from Executive’s incapacity due to physical or mental illness) that continues for more than 15 business days after the Company gives Executive written notice of the failure, specifying what duties Executive failed to perform and an opportunity to cure within 30 days; (iv) fraudulent preparation of financial information of the Company; (v) willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, provided that no act or failure to act on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interests of the Company; or (vi) willful violation of material Company policies or procedures, including but not limited to, the Company’s Code of Business Conduct and Ethics and Compliance Program (or any successor policy) then in effect.
|
c.
|
For purposes of this Agreement, the term “Good Reason” shall have the meaning set forth in Article I, Section 6(b).
|
5.
|
Involuntary Termination of Employment by the Company
. If the Company involuntarily terminates the employment of Executive other than as set forth in Section 4, the Executive will be entitled to the benefits set forth below.
|
i.
|
Lump sum payment of unpaid Salary and other benefits, including accrued but unused vacation pay and unreimbursed business expenses, accrued to the date of termination of employment and paid on the same basis as paid upon any voluntary termination of employment.
|
ii.
|
A total amount equal to 240% of Executive’s current annual rate of Salary (the “Base Amount”). Payment of the Base Amount shall be made in substantially equal monthly installments over 18 months from the date of Executive’s separation from service (within the meaning of Section 409A of the Code). The first such installment shall be paid within sixty (60) days following Executive’s separation from service (the “Commencement Date”) and subsequent installments shall be paid on the last business day of each succeeding month; provided, however, that Executive’s entitlement to each such installment shall be contingent upon execution (and non-revocation) by Executive of the release under article III, Section 2. All payments are subject to applicable taxes.
|
iii.
|
The Company will allow Executive to continue medical and dental coverage for Executive and Executive’s eligible dependents (as provided to its active employees) for up to 18 months following the date of termination of employment, but only if the Executive pays the COBRA rate for such coverage (“Extended Coverage”). If Executive declines Extended Coverage or becomes eligible for medical and/or dental coverage through another employer (including an employer of the Executive’s spouse), such Extended Coverage will cease. The COBRA election period and COBRA maximum period of coverage will begin on the date the Extended Coverage ceases, subject to the rules and limitations that apply to COBRA coverage.
|
iv.
|
Executive will continue group life insurance coverage for a period of 18 months following Executive’s termination of employment date on the same terms and conditions as prior to the termination of employment.
|
v.
|
Notwithstanding anything to the contrary herein, if Executive is a “specified employee” under Section 409A of the Code determined under the Company’s methology, then any payment(s) to the Executive described in this Agreement that (A) constitute “deferred compensation” to an Executive under Section 409A; (B) are not exempt from Section 409A; and (C) are otherwise payable within 6 months after Executive’s separation from service (within the meaning of Section 409A of the Code) shall instead be made on the date 6 months and 1 day after such separation from service, and such payment(s) shall be increased by an amount equal to interest on each such payment(s) at a rate of interest equal to the Federal Funds Rate in effect as of the date of termination of employment from the date on which such payment(s) would have been made in the absence of this provision and the payment date described in this sentence. The Federal Funds Rate shall mean the “Federal Funds Rate” as issued in the Money Rates column of The Wall Street Journal on the date prior to the calculation of any interest under this Agreement.
|
vi.
|
Notwithstanding contrary provisions in an executive incentive bonus plan or in Section 3.b of this Article I, Executive will be paid an annual bonus for the fiscal year in which the termination of employment occurs determined (based on actual performance) and paid in the same manner as for all other executive participants in the annual bonus program except that the bonus will be pro rated for the portion of the fiscal year during which Executive was actively employed and will be paid within seventy five (75) days after the end of such fiscal year.
|
vii.
|
The Company will cover reasonable expenses related to outplacement services, the cost and duration of which shall be determined by the Company in its sole discretion; provided, however, the outplacement assistance is intended to be exempt from Code Section 409A under the exemption in Treas. Reg. § 1.409A-1(b)(9)(v)(A) and, thus, (i) the services will be limited as necessary to be “reasonable” under Code Section 409A, (ii) the services shall be provided by no later than the last day of the second calendar year following the year in which the Executive's date of termination of employment occurs, and (iii) no related payments will be paid beyond the third calendar year after the year in which the Executive’s date of termination of employment occurs.
|
6.
|
Termination by Executive for Good Reason.
If Executive terminates employment for Good Reason, Executive will be entitled to the same benefits as if employment had been terminated involuntarily under Article I, Section 5. Any benefits provided under this section are conditioned on Executive giving written notice to the Company under subsection (a) below and meeting the requirements for a satisfactory release as set forth in Article III, Section 2.
|
a.
|
Termination for Good Reason means delivery of a Notice of Termination for Good Reason by Executive given to the Chief Executive Officer within ninety (90) days of the occurrence of the event giving rise to the Notice, unless such circumstances are substantially corrected by the Company prior to the date of termination specified in the Notice of Termination for Good Reason. A “Notice of Termination for Good Reason” shall mean a written notice that: (i) indicates the specific termination provision or provisions relied upon; (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination for Good Reason; and (iii) indicates a date of termination of employment. The failure by Executive to set forth in the Notice of Termination for Good Reason any facts or circumstances which contribute to the showing of Good Reason shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing his rights hereunder. The Notice of Termination for Good Reason shall provide for a date of termination of employment not less than fifteen (15) nor more than thirty (30) days after the date such Notice of Termination
|
b.
|
For purposes of this Agreement, “Good Reason” means, without Executive’s express written consent, the occurrence of any one or more of the following to the extent that there is, or would be if not corrected, a material negative change in the Executive’s employment relationship with the Company:
|
i.
|
The assignment of the Executive to duties materially inconsistent with the Executive’s authorities, duties, responsibilities, and status as an executive and/or officer of the Company, or a material reduction or alteration in the nature or status of the Executive’s authorities, duties, or responsibilities from those in effect as of ninety (90) calendar days prior to the reassignment, other than an insubstantial and inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by the Executive.
|
ii.
|
The Company’s requiring the Executive to be based at a new or different location from the location of the Executive’s current principal job location or office which would result in a material negative change in Executive’s employment; provided that for purposes of this subsection, a material negative change to the employment relationship is presumed if the new location is in excess of fifty (50) miles of the old location; or
|
iii.
|
A material reduction by the Company of the Executive’s Salary in effect on the Effective Date hereof or as the same shall be increased from time to time,
|
iv.
|
A material negative change in responsibility or Salary shall not have occurred under this Section 6(b) if (A) the amount of the Executive’s Bonus fluctuates due to performance considerations under the Company’s incentive plan in effect from time to time or (B) the Executive is transferred to a position of comparable responsibility and compensation with the Company.
|
7.
|
Clawback
|
8.
|
Taxes and Tax Equalization
|
9.
|
Compliance with Code Section 409A
|
a.
|
Each of the payments of severance and continued medical benefits under Article I, Sections 4 and 5 above are designated as separate payments for purposes of the short-term deferral rules under Treasury Regulation Section 1.409A-1(b)(4)(i)(F), the exemption for involuntary terminations under separation pay plans under Treasury Regulation Section 1.409A-1(b)(9)(iii), and the exemption for medical expense reimbursements under Treasury Regulation Section 1.409A-1(b)(9)(v)(B).
|
b.
|
It is the intention of the Company and Executive that this Agreement not result in unfavorable tax consequences to Executive under Code Section 409A. Accordingly, Executive consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, Executive a copy of such amendment. Any such amendments shall be made in a manner that preserves to the maximum extent possible the intended benefits to Executive. This Section 9(b) does not
|
1.
|
Noncompetition.
|
a.
|
During the term of the Executive’s employment with the Company and for the period of twelve (12) months following the date of termination of the Executive’s employment with the Company for any reason whatsoever, Executive will not perform Competitive Services, directly or indirectly, for any person, entity, business, or enterprise in the United States (the “Territory”) engaged in the business of the Company as being carried on as of the date of Executive’s start of employment (“Competing Business”). For the purposes of this restriction, “Competitive Services” means performing services as the Senior Vice President, General Counsel, Chief Compliance Officer and Secretary or in another senior leadership position for a company that manufactures water infrastructure or pipe-related products for use in non-residential construction and duties substantially similar to those duties Executive will perform for the Company under this Agreement or, in the case of managerial or executive duties, managerial or executive duties for a competitor.
|
b.
|
Executive acknowledges and agrees that:
|
i.
|
Executive is familiar with the business of the Company and the commercial and competitive nature of the industry and recognizes that the value of the Company’s business would be injured if Executive performed Competitive Services for a Competing Business;
|
ii.
|
These non-competition provisions are essential to the continued good will and profitability of the Company;
|
iii.
|
In the course of employment with the Company, Executive will become familiar with the trade secrets and other Confidential Information (as defined below) of the Company and its subsidiaries, affiliates, and related entities, and that Executive’s services will be of special, unique, and extraordinary value to the Company; and
|
iv.
|
Executive’s skills and abilities enable Executive to seek and obtain similar employment in a business other than a Competing Business, and Executive possesses other skills that will serve as the basis for employment opportunities that are not prohibited by this Non-Competition Agreement. When Executive’s employment with the Company terminates, Executive expects to be able to earn a livelihood without violating the terms of this Agreement.
|
2.
|
Nonsolicitation of Employees and Contractors.
During the term of the Executive’s employment with the Company and for a period of twelve (12) months following the termination of the Executive’s employment with the Company for any reason whatsoever, the Executive shall not, either on his own account or for any person, firm, partnership, corporation, limited liability company, or other entity within the Territory; (a) solicit any employee of the Company to leave his employment with the Company; (b) induce or attempt to induce any such employee to breach his employment agreement with the Company; or (c) induce or attempt to induce any independent contractors to leave or terminate their relationships with the Company.
|
3.
|
Nonsolicitation of Customers.
During the term of the Executive’s employment with the Company and for a period of two (2) years following the termination of the Executive's employment with the Company for any reason whatsoever, the Executive shall not directly or indirectly solicit or attempt to solicit any current customer of the Company or any of its subsidiaries with which the Executive had material contact during his employment with the Company: (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, firm, partnership, corporation, limited liability company, or other entity 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 during the period of the Executive’s employment. For purposes of this Article II, Section 3, “material contact” shall be defined as any communication intended or expected to develop or further a business relationship and customers about which the Executive learned confidential information as a result of his employment .
|
4.
|
Developments
. Executive agrees that all inventions, improvements, trade secrets, reports, manuals, computer programs, systems, tapes and other ideas and materials developed or invented by Executive during the period of Executive’s employment with the Company, either solely or in collaboration with others, which relate to the actual or anticipated business or research of the Company, which result from or are suggested by any work Executive may do for the Company, or which result from use of the Company’s premises or the Company’s or its customers’ property (collectively, the “Developments”) shall be the sole and exclusive property of the Company. Executive hereby assigns to the Company Executive’s entire right and interest in any Developments and will hereafter execute any documents in connection therewith that the Company may reasonably request. This section does not apply to any inventions that Executive made prior to his employment by the Company, or to any inventions that Executive develops entirely on his own time without using any of the Company’s equipment, supplies, facilities or the Company’s or its customers’ confidential information and which do not relate to the Company’s business, anticipated research and developments or the work Executive has performed for the Company.
|
5.
|
Non-Disparagement. Following the termination of employment under this Agreement for any reason and continuing for so long as the Company or any affiliate, successor or assigns thereof carries on the name or like business within the Territory, neither the Company nor Employee shall, directly or indirectly, for himself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation, business entity or otherwise:
|
•
|
Make any statements or announcements or permit anyone to make any public statements or announcements concerning Employee’s reasons for termination with the Company without Employee’s consent, or
|
•
|
Make any statements that are inflammatory, detrimental, slanderous, or negative in any way to the interests of the Company or its affiliated entities on the one hand, or Employee, on the other hand.
|
ARTICLE III:
|
GENERAL PROVISIONS
|
1.
|
Confidentiality and Non-Disclosure
|
a.
|
Executive acknowledges that, in the course of Executive’s employment, Executive will have access to confidential information, trade secrets, knowledge or data relating to the Company and its businesses, including but not limited to information disclosed to Executive, or known by Executive as a consequence of or through employment with the Company, 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 any affiliates (“Confidential Information”).
|
b.
|
Confidential Information includes, but is not limited to, 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, and similar information.
|
c.
|
Confidential Information is to be protected regardless of its format (tangible or intangible); thus, it includes information maintained in electronic form (such as e-mails, computer files, or information on a cell phone, Blackberry, or other personal data device). Information that is in the public domain, other than as a result of a breach of this Agreement, shall not constitute Confidential Information.
|
d.
|
Executive agrees that during employment and during the two (2) year period thereafter, Executive will not use or disclose, on Executive’s own behalf or on behalf of any other person or entity, any Confidential Information to employees of the Company who do not have a need-to-know or to third parties; provided, however, that Executive may disclose Confidential Information during employment in the normal course of business.
|
e.
|
Executive agrees that this non-disclosure obligation shall extend longer than two (2) years after termination of employment as to any materials or information that constitutes a trade secret of the Company under applicable law, for the full period of time in which such materials or information remain a trade secret, if longer than two (2) years.
|
f.
|
Executive agrees to take all reasonable precautions to safeguard and prevent disclosure of Confidential Information to unauthorized persons or entities.
|
2.
|
Release.
As a condition of receiving any severance payments under this Agreement, Executive must sign and not revoke, within the deadlines provided by the Company and in compliance with applicable federal and/or state laws, a written release of all claims against the Company and its affiliates, directors, officers, and employees including, without limitation, claims relating to employment discrimination of any kind, wage payment, breach of contract, claims for workers compensation, unemployment, disability and severance claims that Executive has or may have at the termination of employment. In addition, Executive will agree not to sue the Company or any other entities or persons released.
|
3.
|
Intellectual Property.
Executive agrees that Executive has no right to use, for the benefit of Executive or anyone other than the Company, any of the copyrights, trademarks, service marks, patents, and inventions of the Company.
|
4.
|
Return of Property.
Executive agrees that upon termination of employment or, prior to such termination at the request of the Company, Executive shall return to the Company all documents, copies, recordings of any kind, papers, computer records, and other material in Executive’s possession or under Executive’s control which may contain or be derived from Confidential Information, together with all other documents, notes, other work product, and other material and property belonging or relating to the Company, and any tangible Company property, including any computer equipment, cell phone, pager, Blackberry or other electronic messaging device, and keys. Executive will not copy or delete any information on such property prior to the return of Company property.
|
5.
|
Injunctive Relief.
Executive and the Company recognize that the services to be rendered by Executive are of a special, unique, unusual, and extraordinary character having a peculiar value, the loss of which will cause the Company immediate and irreparable harm which cannot be adequately compensated in damages. Executive and the Company further recognize that disclosure of any Confidential Information or breach of the provisions of this Agreement will 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 this Agreement, Executive agrees and consents that the Company shall be entitled to injunctive relief, both preliminary and permanent, without bond, and Executive will 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.
|
6.
|
Successors
|
a.
|
The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) of all or a significant portion of the assets of the Company by agreement, in form and substance satisfactory to the Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed, this Agreement shall be binding upon any successor in accordance with the operation of law and such successor shall be deemed the “Company” for purposes of this Agreement.
|
b.
|
This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If the Executive dies while any amount would still be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the Executive’s devisee, legatee, or other designee, or if there is no such designee, to the Executive’s estate.
|
7.
|
Miscellaneous
|
a.
|
Employment Status
. This Agreement is not, and nothing herein shall be deemed to create, an employment contract between the Executive and the Company or any of its subsidiaries. Executive understands and agrees that the Executive’s employment with the Company is at-will, which means that either Executive or Company may, subject to the terms of this Agreement terminate this Agreement at any time with or without cause and with or without notice. The Executive acknowledges that the rights of the Company remain wholly intact to change or reduce at any time and from time to time his compensation, title, responsibilities, location, and all other aspects of the employment relationship, or to discharge him (subject to such discharge possibly qualifying Executive for severance under Article I, Section 4 or 5).
|
b.
|
Agreement
. This Agreement and the Change-in-Control Severance Agreement together contain the entire understanding of the Company and the Executive with respect to the subject matter hereof and supersede all prior agreements, understandings, negotiations, representations and statements, whether oral, written, implied or expressed, relating to such subject matter. For the avoidance of doubt, in no event will be Executive be entitled to payment under this and the Change in Control Agreement.
|
c.
|
Notices
. All notices, requests, demands, and other communications hereunder shall be sufficient if in writing and shall be deemed to have been duly given if delivered by hand or if sent by registered or certified mail to the Executive at the last address he filed in writing with the Company or, in the case of the Company, at its principal office.
|
d.
|
Execution in Counterparts
. This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.
|
e.
|
Severability
. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are not part of the provisions hereof and shall have no force and effect. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall have no obligation to make any payment to the Executive hereunder to the extent, but only to the extent, that such payment is prohibited by the terms of any final order of a federal or state court or regulatory agency of competent jurisdiction; provided, however, that such an order shall not affect, impair, or invalidate any provision of this Agreement not expressly subject to such order.
|
f.
|
Modification
. No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by a member of the Board of Directors, as applicable, or by the respective parties’ legal representatives or successors, except as provided in Article I, Section 10(b).
|
g.
|
Applicable Law
. 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.
|
Consent to Forum.
Executive expressly consents and submits that the exclusive jurisdiction for any controversy, dispute, or claim between the parties arising out of or relating to this Agreement or Executive’s employment with the Company that are not required to be submitted to arbitration pursuant to Article IV of this Agreement (such as claims for injunctive or equitable relief described in Article III, Section 5 of this Agreement) shall be the courts in the state of Delaware. Executive expressly consents to the exercise of personal jurisdiction over Executive by the courts in the state of Delaware. Executive hereby waives, to the fullest extent permitted by applicable law, any objection or defense that a Delaware court does not have personal jurisdiction over Executive, is an improper venue, or constitutes an inconvenient forum.
|
1.
|
Executive and the Company agree that, except as otherwise provided in this Agreement, final and binding arbitration shall be the exclusive remedy for any controversy, dispute, or claim arising out of or relating to this Agreement or Executive’s employment with the Company, including Executive’s hire, treatment in the workplace, or termination of employment. For example, if Executive’s employment with the Company is terminated and he contends that the termination violates any statute, contract or public policy, then Executive will submit the matter to arbitration for resolution, in lieu of any court or jury trial to which Executive would otherwise might be entitled.
|
2.
|
This Article covers all common‑law and statutory claims, including, but not limited to, any claim for breach of contract (including this Agreement) and for violation of laws forbidding discrimination on the basis of race, sex, color, religion, age, national origin, disability, or any other basis covered by applicable federal, state, or local law, and includes claims against the Company and/or any parents, affiliates, owners, officers, directors, employees, agents, general partners or
|
3.
|
The arbitration shall be governed by JAMS Employment Arbitration Rules and Procedure except as modified herein. If the party chooses to have the arbitration proceeding administered by a third party, then the arbitration shall be administered by JAMS. If the party chooses to have the arbitration administered by JAMS, then the arbitration will “commence” in accordance with the JAMS Employment Arbitration Rules and Procedure. If the party chooses to have this matter arbitrated privately, then the arbitration will be deemed to “commence” on the date that the party, pursuant to Article III, Section 7(c), provides a demand for arbitration and notice of claims and remedies sought outlining the facts relied upon, legal theories, and statement of claimed relief (“Demand”). The responding party shall serve a response to the claims and any counterclaims within fifteen (15) business days from the date of receipt of the Demand.
|
4.
|
Any arbitration shall be held in Atlanta, Georgia (unless the parties mutually agree in writing to another location within the United States) within 120 days of the commencement of the arbitration.
|
5.
|
The arbitration shall take place before a single arbitrator to be appointed by mutual agreement of counsel for each party or, if counsel cannot agree, then pursuant to the procedures set forth by JAMS. The parties may not have any
ex parte
communications with the arbitrator.
|
7.
|
The parties are limited to two (2) depositions per side, and limited written discovery as may be required by the arbitrator, not to exceed that allowed under the Federal Rules of Civil Procedure.
|
8.
|
Any hearing in this matter shall be completed within 120 days of the date of commencement of the arbitration, as the term “commencement” is defined by JAMS. The arbitrator shall issue its award within thirty (30) days of the last hearing day.
|
9.
|
Unless Executive objects, the Company will pay the arbitrator’s fees. Each party shall pay its own costs and attorneys’ fees, if any, unless the arbitrator rules otherwise. A court may enter judgment upon the arbitrator’s award, either by confirming the award, or vacating, modifying or correcting the award, on any ground referred to in the Federal Arbitration Act, or where the findings of fact are not supported by substantial evidence, or where the conclusions of law are erroneous.
|
10.
|
The provisions of this Article are severable, meaning that if any provision in this Article IV (“Dispute Resolution; Mutual Agreement to Arbitrate”) is determined to be unenforceable and cannot be reformed under applicable law, the remaining provisions shall remain in full effect, provided however, that any amendment of an unenforceable provision shall only be to the extent necessary and shall preserve the intent of the parties hereto. It is agreed and understood that the scope of this Article, including questions of arbitrability of any dispute, shall be determined by the arbitrator.
|
11.
|
Executive acknowledges that prior to accepting the provisions of this Article IV and signing this Agreement, Executive has been given an opportunity to consult with an attorney and to review the JAMS Employment Arbitration Rules and Procedure that would govern the dispute resolution process under this Article. In signing this Agreement, the parties acknowledge that the right to a court trial and trial by jury is of value, and knowingly and voluntarily waive such right for any dispute subject to the terms of this Article.
|
|
MUELLER WATER PRODUCTS, INC.
|
|
By:
_/s/ Gregory E. Hyland________________
Gregory E. Hyland
Chairman of the Board, President and Chief Executive Officer
|
|
__/s/ Keith Belknap________________________
Keith Belknap
|
(a)
|
“
Agreement
” means this Executive Change-in-Control Severance Agreement.
|
(b)
|
“
Base Salary
” means, at any time, the then regular annual rate of pay which the Executive is receiving as annual salary, excluding amounts: (i) received under short-term or long-term incentive or other bonus plans, regardless of whether or not the amounts are deferred, or (ii) designated by the Company as payment toward reimbursement of expenses.
|
(c)
|
“
Beneficial Owner
” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
|
(d)
|
“
Board
” means the Board of Directors of the Company.
|
(e)
|
“
Cause
”
shall be determined solely by the Committee in the exercise of good faith and reasonable judgment, and shall mean the occurrence of any one or more of the following:
|
(i)
|
The Executive’s conviction of a felony or conviction of any crime involving fraud or dishonesty;
|
(ii)
|
The Executive’s willful and continued refusal to perform the duties of his or her position in all material respects (other than any such failure resulting from the Executive’s incapacity due to physical or mental illness), that continues for more than 15 business days after the Company gives the Executive written notice of the failure, specifying what duties the Executive failed to perform and an opportunity to cure;
|
(iii)
|
fraudulent preparation of financial information of the Company; or
|
(iv)
|
The Executive’s willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, provided that no act or failure to act on the Executive’s part shall be deemed “willful” unless done, or omitted to be done, by the Executive not in good faith and without reasonable belief that the action or omission was in the best interests of the Company.
|
(f)
|
“
Change in Control
” of the Company shall mean the occurrence of any one (1) or more of the following events:
|
(i)
|
Any Person (other than the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and any
|
(ii)
|
During any period of not more than thirty-six (36) consecutive months, individuals who at the beginning of such period constitute the Board of Directors of the Company, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority (rounded up to the nearest whole number) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;
|
(iii)
|
The consummation of a merger or consolidation of the Company with any other corporation, other than: (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than sixty-six and two-thirds percent (66-2/3%) of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than thirty percent (30%) of the combined voting power of the Company’s then outstanding securities; or
|
(iv)
|
The Company’s stockholders approve a plan or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction or series of transactions having a similar effect).
|
(g)
|
“
Code
” means the Internal Revenue Code of 1986, as amended.
|
(h)
|
“
Committee
” means the Compensation Committee of the Board of Directors of the Company, or, if no Compensation Committee exists, then the full Board of Directors of the Company, or a committee of Board members, as appointed by the full Board to administer this Agreement.
|
(i)
|
“
Company
” means Mueller Water Products, Inc., a Delaware corporation (including any and all subsidiaries), or any successor thereto as provided in Article 9 herein.
|
(j)
|
“
Disability
” or “
Disabled
” means that Executive has been physically or mentally incapacitated so as to render Executive incapable of performing the essential functions of any substantial gainful activity, or Executive has received income replacement benefits under a Company plan for at least three months, and, in either instance, that incapacity is expected to result in death or to last for a continuous period of at least 12 months. Executive’s receipt of disability benefits under the Company’s long-term disability plan or receipt of Social Security disability benefits shall be deemed conclusive evidence of Disability for purposes of this Agreement.
|
(k)
|
“
Effective Date
” means the date this Agreement is approved by the Board, or such other date as the Board shall designate in its resolution approving this Agreement, and as specified in the opening sentence of this Agreement.
|
(l)
|
“
Effective Date of Termination
” means the date on which a Qualifying Termination occurs, as provided in Section 2.2 herein, which triggers the payment of Severance Benefits hereunder.
|
(m)
|
“
Exchange Act
” means the Securities Exchange Act of 1934, as amended.
|
(n)
|
“
Federal Funds Rate”
shall mean the “Federal Funds Rate” as issued in the Money Rates column of The Wall Street Journal.
|
(o)
|
“
Good Reason
” means, without the Executive’s express written consent, the occurrence on or after a Change in Control of the Company of any one (1) or more of the following to the extent that there is, or would be if not corrected, a material negative change in the Executive’s employment relationship with the Company:
|
(i)
|
The assignment of the Executive to duties materially inconsistent with the Executive’s authorities, duties, responsibilities, and status as an executive and/or officer of the Company, or a material reduction or alteration in the nature or status of the Executive’s authorities, duties, or responsibilities from those in effect as of ninety (90) calendar days prior to the Change in Control, other than an insubstantial and inadvertent act that is remedied by the Company promptly after receipt of notice thereof given by the Executive;
|
(ii)
|
The Company’s requiring the Executive to be based at a location in excess of fifty (50) miles from the location of the Executive’s principal job location or office immediately prior to the Change in Control; except for required travel on the Company’s business to an extent substantially consistent with the Executive’s then present business travel obligations;
|
(iii)
|
A reduction by the Company of the Executive’s Base Salary in effect on the Effective Date hereof, or as the same shall be increased from time to time;
|
(iv)
|
The failure of the Company to continue in effect any of the Company’s material short- and long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or other compensation arrangements in which the Executive participates unless such failure to continue the plan, policy, practice, or arrangement pertains to all plan participants generally; or the failure by the Company to continue the Executive’s participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of the Executive’s participation relative to other participants, as existed immediately prior to the Change in Control of the Company;
|
(v)
|
The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company’s obligations under this Agreement, as contemplated in Article 9 herein; and
|
(vi)
|
A material breach of this Agreement by the Company which is not remedied by the Company within ten (10) business days of receipt of written notice of such breach delivered by the Executive to the Company.
|
(p)
|
“
Notice of Termination
” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Executive’s employment under the provision so indicated.
|
(q)
|
“Notice of Termination for Good Reason”
shall mean a notice that (i) indicates the specific termination provision or provisions relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination for Good Reason and (iii) indicates a date of termination of employment. The failure by Executive to set forth in the Notice of Termination for Good Reason any facts or circumstances which contribute to the showing of Good Reason shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing his rights hereunder. The Notice of Termination for Good Reason shall provide for a date of termination of employment not less than thirty (30) nor more than sixty (60) days after the date such Notice of Termination for Good Reason is given, provided that in the case of the events set forth in Article I, Section (o), subsections (i) or (ii), the date may be not less than twenty (20) days after the giving of such notice.
|
(r)
|
“
Person
” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d).
|
(s)
|
“
Qualifying Termination
” means the Executive’s “separation from service” (as such term is used in Code Section 409A) upon any of the events described in Section 2.2 herein, the occurrence of which triggers the payment of Severance Benefits hereunder.
|
(t)
|
“
Severance Benefits
” mean the payment of severance compensation as provided in Section 2.3 herein.
|
(a)
|
The Company’s involuntary termination of the Executive’s employment without Cause; and
|
(b)
|
The Executive’s voluntary employment termination for Good Reason.
|
(a)
|
A lump-sum amount equal to the Executive’s unpaid Base Salary, accrued vacation pay, unreimbursed business expenses, and all other items earned by and owed to the Executive through and including the Effective Date of Termination.
|
(b)
|
A lump-sum amount equal to the Executive’s annual bonus award earned as of the Effective Date of Termination, based on actual year-to-date performance, as determined at the Committee’s discretion (excluding any special bonus payments). This payment will be in lieu of any other payment to be made to the Executive under the annual bonus plan in which the Executive is then participating for the plan year.
|
(c)
|
An aggregate amount equal to one and one-half (1.5) multiplied by the sum of the following: (i) the higher of: (A) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (B) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control; and (ii) the average of the actual annual bonus earned (whether or not deferred) by the Executive under the annual bonus plan (excluding any special bonus payments) in which the Executive participated in the three (3) years preceding the year in which the Executive’s Effective Date of Termination occurs. The first installment shall be equal to 1/18
th
of the aggregate amount, and shall be paid within sixty (60) days following the Effective Date of Termination, and subsequent installments shall be paid on the last business day of each succeeding month; provided that Executive’s entitlement to each such installment shall be contingent upon execution (and non-revocation) by Executive of a release as described in Section 10.1 before the payment date under this Agreement for each such installment. Each monthly installment thereafter shall increase by a percentage equal to 1/12
th
of the Federal Funds rate in effect on the last day of the month preceding payment. All payments are subject to applicable taxes.
|
(d)
|
A lump-sum amount equal to 50% of the higher of: (i) the Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (ii) the Executive’s annual rate of Base Salary in effect on the date of the Change in Control. Such amount shall be in consideration for the Executive entering into a noncompete agreement as described in Article 4 herein. All payments are subject to applicable taxes.
|
(f)
|
Upon the occurrence of a change in control, an immediate full vesting and lapse of all restrictions on any and all outstanding equity-based long-term incentives, including but not limited to stock options and restricted stock awards held by the Executive. This provision shall override any conflicting language contained in the Executive’s respective Award Agreements.
|
(g)
|
To the extent that Executive’s employer contribution account, other than for matching contributions, in the Mueller Water Products, Inc. Retirement Savings Plan (“RSP”) is forfeited upon termination of employment, a lump sum amount equal to the amounts forfeited under the RSP will be paid, subject to applicable taxes, during the sixty (60) day period following the Effective Date of Termination.
|
(h)
|
Continuation for twenty-four (24) months of the Executive’s medical insurance and life insurance coverage. These benefits shall be provided by the Company to the Executive beginning immediately upon the Effective Date of Termination. Such benefits shall be provided to the Executive at the same coverage level and cost to the Executive as in effect immediately prior to the Executive’s Effective Date of Termination.
|
(i)
|
From Executive’s date of termination of employment until the earlier of (i) 24 months following such date of termination or (ii) the date immediately prior to the date of Executive’s employment with a subsequent employer, the Company will provide Executive with outplacement services from a nationally recognized outplacement firm selected by Executive, subject to the limits described in this subsection. The aggregate amount paid by the Company for outplacement services will not exceed an amount equal to 35% of Executive’s annual rate of base salary as of the date of termination of employment (the “Total Outplacement Value”). Further, the cost for such services paid by the Company during any calendar year will not exceed the number of months in that calendar year during which the Executive is entitled to this benefit multiplied by 1/24 of the Total Outplacement Value.
|
(a)
|
Noncompetition
. During the term of employment and for a period of twelve (12) months after the Effective Date of Termination, the Executive shall not: (i) directly or indirectly act in concert or conspire with any person employed by the Company in order to engage in or prepare to engage in or to have a financial or other interest in any business or any activity which he knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on; or (ii) serve as an employee, agent, partner, shareholder, director or consultant for, or in any other capacity participate, engage, or have a financial or other interest in any business or any activity which he knows (or reasonably should have known) to be directly competitive with the business of the Company as then being carried on (provided, however, that notwithstanding anything to the contrary contained in this Agreement, the Executive may own up to two percent (2%) of the outstanding shares of the capital stock of a company whose securities are registered under Section 12 of the Securities Exchange Act of 1934).
|
(b)
|
Confidentiality
. The Company has advised the Executive and the Executive acknowledges that it is the policy of the Company to maintain as secret and confidential all Protected Information (as defined below), and that Protected Information has been and will be developed at substantial cost and effort to the Company. All Protected Information shall remain confidential permanently and no Executive shall at any time, directly or indirectly, divulge, furnish, or make accessible to any person, firm, corporation, association, or other entity (otherwise than as may be required in the regular course of the Executive’s employment with the Company), nor use in any manner, either during the term of employment or after termination, at any time, for any reason, any Protected Information, or cause any such information of the Company to enter the public domain.
|
(c)
|
Nonsolicitation
. During the term of employment and for a period of twelve (12) months after the Effective Date of Termination, the Executive shall not employ or retain or solicit for employment or arrange to have any other person, firm, or other entity employ or retain or solicit for employment or otherwise participate in the employment or retention of any person who is an employee or consultant of the Company.
|
(d)
|
Cooperation
. Executive agrees to cooperate with the Company and its attorneys in connection with any and all lawsuits, claims, investigations, or similar proceedings that have been or could be asserted at any time arising out of or related in any way to Executive’s employment by the Company or any of its subsidiaries.
|
(e)
|
Nondisparagement
. At all times, the Executive agrees not to disparage the Company or otherwise make comments harmful to the Company’s reputation.
|
|
|
Year ended September 30,
|
||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Income (loss) before income taxes
|
|
$
|
44.2
|
|
|
$
|
2.7
|
|
|
$
|
(12.9
|
)
|
|
$
|
(2.9
|
)
|
|
$
|
(940.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total interest including amortization of debt discount and issue costs
|
|
$
|
52.0
|
|
|
$
|
60.2
|
|
|
$
|
65.9
|
|
|
$
|
68.3
|
|
|
$
|
79.9
|
|
Estimated interest within rent expense
|
|
2.8
|
|
|
2.8
|
|
|
2.8
|
|
|
3.0
|
|
|
4.1
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total fixed charges charges
|
|
$
|
54.8
|
|
|
$
|
63.0
|
|
|
$
|
68.7
|
|
|
$
|
71.3
|
|
|
$
|
84.0
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings
(1)
|
|
$
|
99.0
|
|
|
$
|
65.7
|
|
|
$
|
55.8
|
|
|
$
|
68.4
|
|
|
$
|
(856.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
(2)
|
|
1.8
|
|
|
1.0
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
For these ratios, “earnings” represents income (loss) before income taxes plus fixed charges.
|
(2)
|
Due to losses 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
|
Echologics, LLC
|
Delaware
|
NA
|
Henry Pratt Company, LLC
|
Delaware
|
NA
|
Henry Pratt International, 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 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
|