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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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Commission file number: 001-32892
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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 28, 2015.
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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
|
||
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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Hydro Gate
®
|
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Milliken™
|
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Beck
®
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Hydro-Guard
®
|
|
Mueller Systems
SM
|
|
Catawissa™
|
Jones
®
|
|
Mueller
®
|
|
Gruvlok
®
|
LeakFinderRT
®
|
|
Pratt
®
|
|
J.B. Smith™
|
LeakFinderST™
|
|
U.S. Pipe Valve and Hydrant™
|
|
Merit
®
|
LeakListener
®
|
|
Centurion
®
|
|
SPF
®
|
LeakTuner
®
|
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Echoshore™
|
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Mi.Echo™
|
|
ePulse™
|
|
|
Location
|
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Expiration of current agreement(s)
|
Albertville, AL
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October 2017
|
Aurora, IL
|
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August 2015
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Decatur, IL
|
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June 2016
|
Tinley Park, IL
|
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April 2018
|
Columbia, PA
|
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May 2017 and August 2017
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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 2015
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St. Jerome, Canada
|
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November 2017
|
Simcoe, Canada
|
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November 2018
|
•
|
diversion of management time and attention from existing operations;
|
•
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difficulties in integrating acquired businesses, technologies and personnel into our business;
|
•
|
working with partners or other ownership structures with shared decision-making authority (our interest and the other ownership interests may be inconsistent.);
|
•
|
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;
|
•
|
verifying the financial statements and other business information of an acquired business;
|
•
|
inability to obtain required regulatory approvals and/or required financing on favorable terms;
|
•
|
potential loss of key employees, contractual relationships or customers;
|
•
|
increased operating expenses related to the acquired businesses or technologies;
|
•
|
the failure of new technologies, products or services to gain market acceptance with acceptable profit margins;
|
•
|
entering new markets in which we have little or no experience or in which competitors may have stronger market positions;
|
•
|
dilution of interests of holders of our common shares through the issuance of equity securities or equity-linked securities; and
|
•
|
inability to achieve expected synergies.
|
•
|
catastrophic events, such as fires, floods, explosions, natural disasters, severe weather or other similar occurrences;
|
•
|
interruptions in the delivery of raw materials or other manufacturing inputs;
|
•
|
adverse government regulations;
|
•
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equipment breakdowns or failures;
|
•
|
information systems failures;
|
•
|
violations of our permit requirements or revocation of permits;
|
•
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releases of pollutants and hazardous substances to air, soil, surface water or ground water;
|
•
|
shortages of equipment or spare parts; and
|
•
|
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
|
|
Mueller Co.:
|
|
|
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|
|
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Albertville, AL
|
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Manufacturing
|
|
422,000
|
|
|
Leased
|
Aurora, IL
|
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Manufacturing and distribution
|
|
231,000
|
|
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Owned
|
Decatur, IL
|
|
Manufacturing
|
|
467,000
|
|
|
Owned
|
Hammond, IN
|
|
Manufacturing
|
|
51,000
|
|
|
Owned
|
Cleveland, NC
|
|
Manufacturing
|
|
190,000
|
|
|
Owned
|
Chattanooga, TN
|
|
Manufacturing
|
|
525,000
|
|
|
Owned
|
Chattanooga, TN
|
|
Research and development
|
|
22,000
|
|
|
Leased
|
Cleveland, TN
|
|
Manufacturing
|
|
40,000
|
|
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Owned
|
Brownsville, TX
|
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Manufacturing
|
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50,000
|
|
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Leased
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Barrie, Ontario
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Distribution
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50,000
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|
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Leased
|
St. Jerome, Quebec
|
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Manufacturing
|
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55,000
|
|
|
Owned
|
Jingmen, China
|
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Manufacturing
|
|
154,000
|
|
|
Owned
|
Anvil:
|
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|
|
|
|
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Ontario, CA
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Distribution
|
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73,000
|
|
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Leased
|
Columbia, PA
|
|
Manufacturing and distribution
|
|
663,000
|
|
|
Owned
|
Greencastle, PA
|
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Manufacturing
|
|
133,000
|
|
|
Owned
|
Waynesboro, PA
|
|
Manufacturing
|
|
73,000
|
|
|
Owned
|
North Kingstown, RI
|
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Manufacturing and research and development
|
|
167,000
|
|
|
Leased
|
Henderson, TN
|
|
Manufacturing
|
|
180,000
|
|
|
Owned
|
Houston, TX
|
|
Manufacturing and distribution
|
|
105,000
|
|
|
Owned
|
Irving, TX
|
|
Distribution
|
|
218,000
|
|
|
Leased
|
Longview, TX
|
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Manufacturing
|
|
114,000
|
|
|
Owned
|
Simcoe, Ontario
|
|
Distribution
|
|
107,000
|
|
|
Owned
|
Tinley Park, IL
|
|
Distribution
|
|
130,000
|
|
|
Leased
|
Corporate:
|
|
|
|
|
|
|
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Atlanta, GA
|
|
Corporate headquarters
|
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25,000
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|
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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
|
|
Low
|
|
Dividends per share
|
||||||
2014:
|
|
|
|
|
|
||||||
4th quarter
|
$
|
9.42
|
|
|
$
|
7.64
|
|
|
$
|
0.0175
|
|
3rd quarter
|
9.80
|
|
|
8.30
|
|
|
0.0175
|
|
|||
2nd quarter
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10.04
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|
|
7.95
|
|
|
0.0175
|
|
|||
1st quarter
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9.44
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|
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7.44
|
|
|
0.0175
|
|
|||
2013:
|
|
|
|
|
|
||||||
4th quarter
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8.36
|
|
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6.91
|
|
|
0.0175
|
|
|||
3rd quarter
|
7.75
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|
|
5.40
|
|
|
0.0175
|
|
|||
2nd quarter
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6.22
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|
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5.37
|
|
|
0.0175
|
|
|||
1st quarter
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5.75
|
|
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4.60
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0.0175
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Item 6.
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SELECTED FINANCIAL DATA
|
|
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2014
|
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2013
|
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2012
|
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2011
|
|
2010
|
||||||||||
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(in millions, except per share data)
|
||||||||||||||||||
Statement of operations data:
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|
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|
|
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|
||||||||||
Net sales
|
|
$
|
1,184.7
|
|
|
$
|
1,120.8
|
|
|
$
|
1,023.9
|
|
|
$
|
964.6
|
|
|
$
|
959.7
|
|
Cost of sales
|
|
836.8
|
|
|
807.6
|
|
|
752.8
|
|
|
716.5
|
|
|
700.6
|
|
|||||
Gross profit
|
|
347.9
|
|
|
313.2
|
|
|
271.1
|
|
|
248.1
|
|
|
259.1
|
|
|||||
Selling, general and administrative expenses
|
|
220.7
|
|
|
214.4
|
|
|
204.2
|
|
|
191.8
|
|
|
188.8
|
|
|||||
Restructuring expenses
|
|
3.1
|
|
|
1.5
|
|
|
2.8
|
|
|
3.6
|
|
|
0.6
|
|
|||||
Interest expense, net
|
|
49.6
|
|
|
51.7
|
|
|
59.9
|
|
|
65.6
|
|
|
68.0
|
|
|||||
Loss on early extinguishment of debt, net
|
|
1.0
|
|
|
1.4
|
|
|
1.5
|
|
|
—
|
|
|
4.6
|
|
|||||
Income (loss) before income taxes
|
|
73.5
|
|
|
44.2
|
|
|
2.7
|
|
|
(12.9
|
)
|
|
(2.9
|
)
|
|||||
Income tax expense (benefit)
|
|
18.0
|
|
|
8.8
|
|
|
7.9
|
|
|
(2.9
|
)
|
|
2.5
|
|
|||||
Income (loss) from continuing operations
|
|
55.5
|
|
|
35.4
|
|
|
(5.2
|
)
|
|
(10.0
|
)
|
|
(5.4
|
)
|
|||||
Discontinued operations
(1)
|
|
—
|
|
|
5.4
|
|
|
(103.2
|
)
|
|
(28.1
|
)
|
|
(39.8
|
)
|
|||||
Net income (loss)
|
|
$
|
55.5
|
|
|
$
|
40.8
|
|
|
$
|
(108.4
|
)
|
|
$
|
(38.1
|
)
|
|
$
|
(45.2
|
)
|
Net income (loss) per basic share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.35
|
|
|
$
|
0.23
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
|
—
|
|
|
0.03
|
|
|
(0.66
|
)
|
|
(0.18
|
)
|
|
(0.26
|
)
|
|||||
Net income (loss)
|
|
$
|
0.35
|
|
|
$
|
0.26
|
|
|
$
|
(0.69
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.29
|
)
|
Net income (loss) per diluted share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.34
|
|
|
$
|
0.22
|
|
|
$
|
(0.03
|
)
|
|
$
|
(0.07
|
)
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
|
—
|
|
|
0.03
|
|
|
(0.66
|
)
|
|
(0.18
|
)
|
|
(0.26
|
)
|
|||||
Net income (loss)
|
|
$
|
0.34
|
|
|
$
|
0.25
|
|
|
$
|
(0.69
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.29
|
)
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
159.2
|
|
|
157.7
|
|
|
156.5
|
|
|
155.3
|
|
|
154.3
|
|
|||||
Diluted
|
|
162.2
|
|
|
160.3
|
|
|
156.5
|
|
|
155.3
|
|
|
154.3
|
|
|||||
Balance sheet data (at September 30):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
161.1
|
|
|
$
|
123.6
|
|
|
$
|
83.0
|
|
|
$
|
61.0
|
|
|
$
|
84.0
|
|
Working capital
|
|
379.5
|
|
|
386.3
|
|
|
321.5
|
|
|
404.0
|
|
|
452.7
|
|
|||||
Property, plant and equipment, net
|
|
146.3
|
|
|
141.9
|
|
|
137.9
|
|
|
143.8
|
|
|
157.0
|
|
|||||
Assets held for sale
|
|
—
|
|
|
—
|
|
|
—
|
|
|
249.7
|
|
|
260.0
|
|
|||||
Total assets
|
|
1,317.1
|
|
|
1,281.9
|
|
|
1,240.9
|
|
|
1,485.0
|
|
|
1,568.2
|
|
|||||
Total debt
|
|
545.6
|
|
|
600.8
|
|
|
622.8
|
|
|
678.3
|
|
|
692.2
|
|
|||||
Long-term liabilities
|
|
721.1
|
|
|
770.6
|
|
|
841.3
|
|
|
911.2
|
|
|
979.2
|
|
|||||
Liabilities held for sale
|
|
—
|
|
|
—
|
|
|
—
|
|
|
56.9
|
|
|
41.1
|
|
|||||
Total liabilities
|
|
965.5
|
|
|
953.7
|
|
|
1,009.7
|
|
|
1,106.0
|
|
|
1,162.9
|
|
|||||
Total equity
|
|
351.6
|
|
|
328.2
|
|
|
231.2
|
|
|
379.0
|
|
|
405.3
|
|
|||||
Other data (year ended September 30):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
(2)
|
|
56.7
|
|
|
59.2
|
|
|
60.6
|
|
|
63.1
|
|
|
65.6
|
|
|||||
Capital expenditures
(2)
|
|
36.9
|
|
|
36.5
|
|
|
31.4
|
|
|
23.1
|
|
|
21.8
|
|
|||||
Cash dividends declared per share
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
|
0.07
|
|
(1)
|
In 2012, we sold U.S. Pipe. U.S. Pipe's results of operations are classified as discontinued operations for 2013 through 2010 and its assets and liabilities classified as held for sale for 2011 and 2010.
|
(2)
|
Excludes discontinued operations.
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Year ended September 30, 2014
|
||||||||||||||
|
Mueller Co.
|
|
Anvil
|
|
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales
|
$
|
783.3
|
|
|
$
|
401.4
|
|
|
$
|
—
|
|
|
$
|
1,184.7
|
|
Gross profit
|
$
|
235.0
|
|
|
$
|
112.9
|
|
|
$
|
—
|
|
|
$
|
347.9
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
110.5
|
|
|
70.7
|
|
|
39.5
|
|
|
220.7
|
|
||||
Restructuring
|
2.2
|
|
|
0.9
|
|
|
—
|
|
|
3.1
|
|
||||
|
112.7
|
|
|
71.6
|
|
|
39.5
|
|
|
223.8
|
|
||||
Operating income (loss)
|
$
|
122.3
|
|
|
$
|
41.3
|
|
|
$
|
(39.5
|
)
|
|
124.1
|
|
|
Interest expense, net
|
|
|
|
|
|
|
49.6
|
|
|||||||
Loss on early extinguishment of debt
|
|
|
|
|
|
|
1.0
|
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
73.5
|
|
|||||||
Income tax expense
|
|
|
|
|
|
|
18.0
|
|
|||||||
Net income
|
|
|
|
|
|
|
$
|
55.5
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
|
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
|
|
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
7.375% Senior Subordinated Notes
|
$
|
30.6
|
|
|
$
|
31.0
|
|
8.75% Senior Unsecured Notes
|
16.0
|
|
|
16.8
|
|
||
Deferred financing fees amortization
|
2.0
|
|
|
2.0
|
|
||
ABL Agreement
|
1.2
|
|
|
1.5
|
|
||
Other interest expense
|
0.2
|
|
|
0.7
|
|
||
|
50.0
|
|
|
52.0
|
|
||
Interest income
|
(0.4
|
)
|
|
(0.3
|
)
|
||
|
$
|
49.6
|
|
|
$
|
51.7
|
|
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Expense from income before income taxes
|
$
|
30.1
|
|
|
$
|
17.5
|
|
Deferred tax asset valuation allowance adjustment
|
(9.6
|
)
|
|
(8.5
|
)
|
||
State tax rate change
|
(2.5
|
)
|
|
—
|
|
||
Other discrete items
|
—
|
|
|
(0.2
|
)
|
||
|
$
|
18.0
|
|
|
$
|
8.8
|
|
|
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
|
|
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Collections from customers
|
$
|
1,167.9
|
|
|
$
|
1,121.8
|
|
Disbursements, other than interest and income taxes
|
(969.0
|
)
|
|
(957.9
|
)
|
||
Interest payments, net
|
(48.7
|
)
|
|
(49.1
|
)
|
||
Income tax payments, net
|
(2.6
|
)
|
|
(0.7
|
)
|
||
Cash provided by operating activities
|
$
|
147.6
|
|
|
$
|
114.1
|
|
•
|
limitations on other debt, liens, investments and guarantees;
|
•
|
restrictions on dividends and redemptions of our capital stock and prepayments and redemptions of debt; and
|
•
|
restrictions on mergers and acquisition, sales of assets and transactions with affiliates.
|
|
Moody’s
|
|
Standard & Poor's
|
||||
|
September 30,
|
|
September 30,
|
||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
|
|
|
|
|
|
|
Corporate credit rating
|
B1
|
|
B2
|
|
BB-
|
|
BB-
|
ABL Agreement
|
Not rated
|
|
Not rated
|
|
Not rated
|
|
Not rated
|
8.75% Senior Unsecured Notes
|
Ba3
|
|
B1
|
|
BB-
|
|
BB-
|
7.375% Senior Subordinated Notes
|
B3
|
|
Caa1
|
|
B
|
|
B
|
Outlook
|
Stable
|
|
Stable
|
|
Stable
|
|
Stable
|
|
2015
|
|
2016-2017
|
|
2018-2019
|
|
After 2019
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Long-term debt, including current portion:
|
|
|
|
|
|
|
|
|
|
||||||||||
Principal payments
(1)
|
$
|
1.2
|
|
|
$
|
366.1
|
|
|
$
|
—
|
|
|
$
|
180.0
|
|
|
$
|
547.3
|
|
Interest
|
42.9
|
|
|
85.5
|
|
|
31.6
|
|
|
15.7
|
|
|
175.7
|
|
|||||
Operating leases
|
7.1
|
|
|
10.3
|
|
|
4.8
|
|
|
2.5
|
|
|
24.7
|
|
|||||
Unconditional purchase obligations
(2)
|
68.6
|
|
|
3.9
|
|
|
—
|
|
|
—
|
|
|
72.5
|
|
|||||
Other noncurrent liabilities
(3)
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|||||
|
$
|
120.0
|
|
|
$
|
465.8
|
|
|
$
|
36.4
|
|
|
$
|
198.2
|
|
|
$
|
820.4
|
|
(1)
|
The long-term debt balance at
September 30, 2014
is net of
$1.7 million
of unamortized discount on the 8.75% Senior Unsecured Notes. This does not reflect the subsequent refinancing discussed in Item 9B. OTHER INFORMATION.
|
(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
2015
.
|
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 9B.
|
OTHER INFORMATION
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Position
|
|
Gregory E. Hyland
|
|
63
|
|
|
Chairman of the board of directors, President and Chief Executive Officer
|
Keith L. Belknap
|
|
56
|
|
|
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
|
Robert D. Dunn
|
|
57
|
|
|
Senior Vice President, Human Resources
|
Thomas E. Fish
|
|
60
|
|
|
President, Anvil
|
Evan L. Hart
|
|
49
|
|
|
Senior Vice President and Chief Financial Officer
|
Robert P. Keefe
|
|
60
|
|
|
Senior Vice President and Chief Technology Officer
|
Kevin G. McHugh
|
|
56
|
|
|
Vice President and Controller
|
Gregory S. Rogowski
|
|
55
|
|
|
President, Mueller Co.
|
Marietta Edmunds Zakas
|
|
55
|
|
|
Senior Vice President, Strategy, Corporate Development and Communications
|
Shirley C. Franklin
|
|
69
|
|
|
Director
|
Thomas J. Hansen
|
|
65
|
|
|
Director
|
Jerry W. Kolb
|
|
78
|
|
|
Director
|
Joseph B. Leonard
|
|
71
|
|
|
Director
|
Mark J. O’Brien
|
|
71
|
|
|
Director
|
Bernard G. Rethore
|
|
73
|
|
|
Director
|
Neil A. Springer
|
|
76
|
|
|
Director
|
Lydia W. Thomas
|
|
70
|
|
|
Director
|
Michael T. Tokarz
|
|
65
|
|
|
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
|
7,165,894
|
|
(1) (2)
|
|
$
|
6.37
|
|
(3)
|
|
7,001,763
|
|
(4)
|
ESPP
|
51,574
|
|
|
|
—
|
|
|
|
1,631,229
|
|
(5)
|
|
Total
|
7,217,468
|
|
|
|
|
|
|
8,632,992
|
|
|
||
Equity compensation plans not approved by stockholders
|
—
|
|
|
|
$
|
—
|
|
|
|
—
|
|
|
(1)
|
Consists of the maximum number of shares that could to be earned upon exercise or vesting of outstanding stock-based awards granted under the 2006 Plan. This includes
1,358,378
share-settled performance shares that could result in a smaller number of securities being earned depending on Company performance, as described in
Note 10
to the consolidated financial statements.
|
(2)
|
Includes
48,520
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
$8.28
per share at
September 30, 2014
.
|
(3)
|
Weighted average exercise price of
4,552,235
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 reflects the maximum amount of shares that could be earned for which the final number of shares to be earned 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, 2014 and 2013
|
|
F-3
|
Consolidated Statements of Operations for the years ended September 30, 2014, 2013 and 2012
|
|
F-4
|
Consolidated Statements of Comprehensive Income for the years ended September 30, 2014, 2013 and 2012
|
|
F-5
|
Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2014, 2013 and 2012
|
|
F-6
|
Consolidated Statements of Cash Flows for the years ended September 30, 2014, 2013 and 2012
|
|
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.
|
10.4.1*
|
|
Mueller Water Products, Inc. Form of Notice of Stock Option Grant. Incorporated by reference to Exhibit 10.4 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on February 7, 2014.
|
Exhibit no.
|
|
Document
|
10.4.2**
|
|
Mueller Water Products, Inc. Form of Notice of Stock Option Grant.
|
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.
|
10.5.1*
|
|
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-Q (File no. 001-32892) filed on February 7, 2014.
|
10.5.2**
|
|
Mueller Water Products, Inc. Form of Restricted Stock Unit Award Agreement.
|
10.6*
|
|
Mueller Water Products, Inc. 2006 Employee Stock Purchase Plan, as amended September 27, 2006. Incorporated by reference to Exhibit 10.5 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on December 21, 2006.
|
10.7*
|
|
Mueller Water Products, Inc. Directors’ Deferred Fee Plan. Incorporated by reference to Exhibit 10.7 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on May 30, 2006.
|
10.8*
|
|
Form of Mueller Water Products, Inc. Director Indemnification Agreement. Incorporated by reference to Exhibit 99.2 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on October 31, 2008.
|
10.9*
|
|
Executive Incentive Plan of Mueller Water Products, Inc. Incorporated by reference to Exhibit 10.6 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on May 30, 2006.
|
10.10*
|
|
Mueller Water Products, Inc. Executive Deferred Compensation Plan. Incorporated by reference to Exhibit 99.3 to Mueller Water Products, Inc. 8-K (File no. 001-32892) filed on October 31, 2008.
|
10.11*
|
|
Employment Agreement, dated September 15, 2008 between Mueller Water Products, Inc. and Gregory E. Hyland. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on October 6, 2008.
|
10.11.1*
|
|
Amendment, dated as of March 2, 2006, to Executive Employment Agreement dated September 9, 2005 between Walter Industries, Inc. and Gregory E. Hyland. Incorporated by reference to Exhibit 10.1 to Mueller Water Products, Inc. Form 8-K (File no. 333-131521) filed on March 3, 2006.
|
10.11.2*
|
|
Amended and Restated Mueller Water Products, Inc. Supplemental Defined Contribution Plan, effective as of January 1, 2009. Incorporated by reference to Exhibit 10.13.2 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on February 9, 2009.
|
10.11.3*
|
|
Amendment, dated December 1, 2009, to Executive Employment Agreement, dated September 9, 2005, between Mueller Water Products, Inc. and Gregory E. Hyland. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 4, 2009.
|
10.11.4*
|
|
Amendment, dated December 1, 2010, to Executive Employment Agreement, dated September 9, 2005, between Mueller Water Products, Inc. and Gregory E. Hyland. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 6, 2010.
|
10.11.5*
|
|
Amendment, dated March 31, 2012, to Executive Employment Agreement, dated September 9, 2005, between Mueller Water Products, Inc. and Gregory E. Hyland. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on May 10, 2012.
|
10.12*
|
|
Executive Employment Agreement, dated as of July 16, 2008, between Mueller Water Products, Inc. and Evan L. Hart. Incorporated by reference to Exhibit 10.18 to Mueller Water Products, Inc. Form 10-Q (File 001-32892) filed on August 11, 2008.
|
10.12.1*
|
|
Amendment, dated December 1, 2009, to Executive Employment Agreement, dated September 6, 2006, between Mueller Water Products, Inc. and Evan L. Hart. Incorporated by reference to Exhibit 99.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 4, 2009.
|
10.12.2*
|
|
Amendment, dated March 31, 2012, to Executive Employment Agreement, dated September 6, 2006, between Mueller Water Products, Inc. and Evan L. Hart. Incorporated by reference to Exhibit 99.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-3892) filed on May 10, 2012.
|
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.
|
Exhibit no.
|
|
Document
|
10.14
|
|
Joint Litigation Agreement dated December 14, 2006 between Walter Industries, Inc. and Mueller Water Products, Inc. Incorporated by reference to Exhibit 10.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on December 19, 2006.
|
10.15*
|
|
Form of Executive Change-in-Control Severance Agreement. Incorporated by reference to Exhibit 99.3 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on October 6, 2008.
|
10.16*
|
|
Form of Amendment to Executive Employment Agreement. Incorporated by reference to Exhibit 99.1 to Mueller Water Products, Inc. Form 8-K (File no. 001-32892) filed on February 6, 2009.
|
10.17*
|
|
Mueller Water Products, Inc. 2010 Management Incentive Plan. Incorporated by reference to Exhibit 10.20 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on February 9, 2010.
|
10.18
|
|
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, 2012. 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.
|
10.19.2**
|
|
Second Amendment to Credit Agreement, dated November 25, 2014.
|
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 for October 1, 2012 to September 30, 2015 award cycle. Incorporated by reference to Exhibit 10.25 to Mueller Water Products, Inc. Form 10-K (File no. 001-32892) filed on November 29, 2012.
|
10.23.1*
|
|
Exhibit A (2013-15 Award Cycle)
|
10.23.2*
|
|
Exhibit A (2014-16 Award Cycle)
|
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.
|
10.24.1*
|
|
Exhibit A (2013-14 Award Cycle)
|
10.25.1*
|
|
Mueller Water Products, Inc. Form of Performance Restricted Stock Unit Award Agreement for October 1, 2013 to September 30, 2016 award cycle. Incorporated by reference to Exhibit 10.23 to Mueller Water Products, Inc. Form 10-Q (File no. 001-32892) filed on February 7, 2014.
|
10.26**
|
|
Term Loan Credit Agreement, dated November 25, 2014, among Mueller Water Products, Inc., as borrower, the several lenders from time to time parties thereto, SunTrust Robinson Humphrey, Inc., TD Securities (USA) LLC and Goldman Sachs Lending Partners LLC, as co-documentation agents, and Bank of America, N.A., as administrative agent.
|
Exhibit no.
|
|
Document
|
12.1**
|
|
Computation of Ratio of Earnings to Fixed Charges
|
14.1*
|
|
Code of Business Conduct and Ethics for Mueller Water Products, Inc. Incorporated by reference to Exhibit 14.1 to Mueller Water Products, Inc. Form 10-Q (File no. 00132892) filed on February 7, 2014.
|
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, 2014, 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 25, 2014
|
Gregory E. Hyland
|
|
|
|
|
|
|
|
|
|
/s/ Evan L. Hart
|
|
Senior Vice President and Chief Financial Officer (principal financial officer)
|
|
November 25, 2014
|
Evan L. Hart
|
|
|
|
|
|
|
|
|
|
/s/ Kevin G. McHugh
|
|
Vice President and Controller (principal accounting officer)
|
|
November 25, 2014
|
Kevin G. McHugh
|
|
|
|
|
|
|
|
|
|
/s/ Shirley C. Franklin
|
|
Director
|
|
November 25, 2014
|
Shirley C. Franklin
|
|
|
|
|
|
|
|
|
|
/s/ Thomas J. Hansen
|
|
Director
|
|
November 25, 2014
|
Thomas J. Hansen
|
|
|
|
|
|
|
|
|
|
/s/ Jerry W. Kolb
|
|
Director
|
|
November 25, 2014
|
Jerry W. Kolb
|
|
|
|
|
|
|
|
|
|
/s/ Joseph B. Leonard
|
|
Director
|
|
November 25, 2014
|
Joseph B. Leonard
|
|
|
|
|
|
|
|
|
|
/s/ Mark J. O’Brien
|
|
Director
|
|
November 25, 2014
|
Mark J. O’Brien
|
|
|
|
|
|
|
|
|
|
/s/ Bernard G. Rethore
|
|
Director
|
|
November 25, 2014
|
Bernard G. Rethore
|
|
|
|
|
|
|
|
|
|
/s/ Neil A. Springer
|
|
Director
|
|
November 25, 2014
|
Neil A. Springer
|
|
|
|
|
|
|
|
|
|
/s/ Lydia W. Thomas
|
|
Director
|
|
November 25, 2014
|
Lydia W. Thomas
|
|
|
|
|
|
|
|
|
|
/s/ Michael T. Tokarz
|
|
Director
|
|
November 25, 2014
|
Michael T. Tokarz
|
|
|
|
|
|
September 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions, except share amounts)
|
||||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
161.1
|
|
|
$
|
123.6
|
|
Receivables, net
|
182.1
|
|
|
164.5
|
|
||
Inventories
|
198.0
|
|
|
208.5
|
|
||
Deferred income taxes
|
38.6
|
|
|
26.7
|
|
||
Other current assets
|
44.1
|
|
|
46.1
|
|
||
Total current assets
|
623.9
|
|
|
569.4
|
|
||
Property, plant and equipment, net
|
146.3
|
|
|
141.9
|
|
||
Intangible assets
|
533.6
|
|
|
553.1
|
|
||
Other noncurrent assets
|
13.3
|
|
|
17.5
|
|
||
Total assets
|
$
|
1,317.1
|
|
|
$
|
1,281.9
|
|
|
|
|
|
||||
Liabilities and equity:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
46.2
|
|
|
$
|
1.3
|
|
Accounts payable
|
116.0
|
|
|
101.2
|
|
||
Other current liabilities
|
82.2
|
|
|
80.6
|
|
||
Total current liabilities
|
244.4
|
|
|
183.1
|
|
||
Long-term debt
|
499.4
|
|
|
599.5
|
|
||
Deferred income taxes
|
150.4
|
|
|
141.5
|
|
||
Other noncurrent liabilities
|
71.3
|
|
|
29.6
|
|
||
Total liabilities
|
965.5
|
|
|
953.7
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 16)
|
|
|
|
||||
|
|
|
|
||||
Common stock: 600,000,000 shares authorized; 159,760,671 and 158,234,300 shares outstanding at September 30, 2014 and 2013, respectively
|
1.6
|
|
|
1.6
|
|
||
Additional paid-in capital
|
1,582.8
|
|
|
1,584.4
|
|
||
Accumulated deficit
|
(1,173.7
|
)
|
|
(1,229.2
|
)
|
||
Accumulated other comprehensive loss
|
(60.7
|
)
|
|
(28.6
|
)
|
||
Total Company stockholders’ equity
|
350.0
|
|
|
328.2
|
|
||
Noncontrolling interest
|
1.6
|
|
|
—
|
|
||
Total equity
|
351.6
|
|
|
328.2
|
|
||
Total liabilities and equity
|
$
|
1,317.1
|
|
|
$
|
1,281.9
|
|
|
Year ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Net sales
|
$
|
1,184.7
|
|
|
$
|
1,120.8
|
|
|
$
|
1,023.9
|
|
Cost of sales
|
836.8
|
|
|
807.6
|
|
|
752.8
|
|
|||
Gross profit
|
347.9
|
|
|
313.2
|
|
|
271.1
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
220.7
|
|
|
214.4
|
|
|
204.2
|
|
|||
Restructuring
|
3.1
|
|
|
1.5
|
|
|
2.8
|
|
|||
Total operating expenses
|
223.8
|
|
|
215.9
|
|
|
207.0
|
|
|||
Operating income
|
124.1
|
|
|
97.3
|
|
|
64.1
|
|
|||
Interest expense, net
|
49.6
|
|
|
51.7
|
|
|
59.9
|
|
|||
Loss on early extinguishment of debt
|
1.0
|
|
|
1.4
|
|
|
1.5
|
|
|||
Income before income taxes
|
73.5
|
|
|
44.2
|
|
|
2.7
|
|
|||
Income tax expense
|
18.0
|
|
|
8.8
|
|
|
7.9
|
|
|||
Income (loss) from continuing operations
|
55.5
|
|
|
35.4
|
|
|
(5.2
|
)
|
|||
Income (loss) from discontinued operations, net of tax
|
—
|
|
|
5.4
|
|
|
(103.2
|
)
|
|||
Net income (loss)
|
$
|
55.5
|
|
|
$
|
40.8
|
|
|
$
|
(108.4
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per basic share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.35
|
|
|
$
|
0.23
|
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
—
|
|
|
0.03
|
|
|
(0.66
|
)
|
|||
Net income (loss)
|
$
|
0.35
|
|
|
$
|
0.26
|
|
|
$
|
(0.69
|
)
|
|
|
|
|
|
|
||||||
Net income (loss) per diluted share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.34
|
|
|
$
|
0.22
|
|
|
$
|
(0.03
|
)
|
Discontinued operations
|
—
|
|
|
0.03
|
|
|
(0.66
|
)
|
|||
Net income (loss)
|
$
|
0.34
|
|
|
$
|
0.25
|
|
|
$
|
(0.69
|
)
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
159.2
|
|
|
157.7
|
|
|
156.5
|
|
|||
Diluted
|
162.2
|
|
|
160.3
|
|
|
156.5
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
$
|
0.07
|
|
|
Year ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Net income (loss)
|
$
|
55.5
|
|
|
$
|
40.8
|
|
|
$
|
(108.4
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Minimum pension liability
|
(45.1
|
)
|
|
55.2
|
|
|
(39.8
|
)
|
|||
Income tax effects
|
17.4
|
|
|
6.3
|
|
|
0.4
|
|
|||
Foreign currency translation
|
(4.4
|
)
|
|
(2.4
|
)
|
|
2.9
|
|
|||
Amortization of interest expense on terminated swap contracts
|
—
|
|
|
—
|
|
|
5.0
|
|
|||
Income tax effects
|
—
|
|
|
—
|
|
|
(2.0
|
)
|
|||
|
(32.1
|
)
|
|
59.1
|
|
|
(33.5
|
)
|
|||
Comprehensive income (loss)
|
$
|
23.4
|
|
|
$
|
99.9
|
|
|
$
|
(141.9
|
)
|
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Non-controlling interest
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
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
|
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
55.5
|
|
|
—
|
|
|
(0.1
|
)
|
|
55.4
|
|
||||||
Dividends declared
|
—
|
|
|
(11.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.2
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
8.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.5
|
|
||||||
Shares retained for employee taxes
|
—
|
|
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
||||||
Stock issued under stock compensation plans
|
—
|
|
|
4.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
||||||
Joint venture capital contributed
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.7
|
|
|
1.7
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(32.1
|
)
|
|
—
|
|
|
(32.1
|
)
|
||||||
Balance at September 30, 2014
|
$
|
1.6
|
|
|
$
|
1,582.8
|
|
|
$
|
(1,173.7
|
)
|
|
$
|
(60.7
|
)
|
|
$
|
1.6
|
|
|
$
|
351.6
|
|
|
Year ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
55.5
|
|
|
$
|
40.8
|
|
|
$
|
(108.4
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities from continuing operations:
|
|
|
|
|
|
||||||
(Income) loss from discontinued operations
|
—
|
|
|
(5.4
|
)
|
|
103.2
|
|
|||
Depreciation
|
27.3
|
|
|
27.4
|
|
|
29.7
|
|
|||
Amortization
|
29.4
|
|
|
31.8
|
|
|
30.9
|
|
|||
Stock-based compensation
|
8.6
|
|
|
7.1
|
|
|
5.1
|
|
|||
Deferred income taxes
|
15.6
|
|
|
7.3
|
|
|
7.6
|
|
|||
Retirement plans
|
1.5
|
|
|
4.3
|
|
|
4.6
|
|
|||
Loss on early extinguishment of debt
|
1.0
|
|
|
1.4
|
|
|
1.5
|
|
|||
Interest rate swap contracts
|
—
|
|
|
—
|
|
|
5.0
|
|
|||
Other, net
|
0.7
|
|
|
2.3
|
|
|
3.0
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Receivables
|
(16.9
|
)
|
|
0.9
|
|
|
(17.6
|
)
|
|||
Inventories
|
11.0
|
|
|
(25.9
|
)
|
|
(6.0
|
)
|
|||
Other assets
|
3.6
|
|
|
1.8
|
|
|
13.5
|
|
|||
Liabilities
|
10.3
|
|
|
20.3
|
|
|
4.7
|
|
|||
Net cash provided by operating activities from continuing operations
|
147.6
|
|
|
114.1
|
|
|
76.8
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(36.9
|
)
|
|
(36.5
|
)
|
|
(31.4
|
)
|
|||
Business acquisitions, net of cash acquired
|
(10.0
|
)
|
|
(0.2
|
)
|
|
(1.3
|
)
|
|||
Proceeds from sales of assets
|
4.7
|
|
|
0.5
|
|
|
0.3
|
|
|||
Net cash used in investing activities from continuing operations
|
(42.2
|
)
|
|
(36.2
|
)
|
|
(32.4
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Debt paid
|
(55.7
|
)
|
|
(23.2
|
)
|
|
(57.2
|
)
|
|||
Dividends paid
|
(11.2
|
)
|
|
(11.0
|
)
|
|
(11.0
|
)
|
|||
Common stock issued
|
4.2
|
|
|
3.1
|
|
|
0.7
|
|
|||
Shares retained for employee taxes
|
(3.1
|
)
|
|
(1.5
|
)
|
|
(0.5
|
)
|
|||
Deferred financing fees paid
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|||
Joint venture capital contributed
|
1.7
|
|
|
—
|
|
|
—
|
|
|||
Other
|
(1.1
|
)
|
|
(2.4
|
)
|
|
(0.1
|
)
|
|||
Net cash used in financing activities from continuing operations
|
(65.2
|
)
|
|
(35.7
|
)
|
|
(68.1
|
)
|
|||
Net cash flows from discontinued operations:
|
|
|
|
|
|
||||||
Operating activities
|
—
|
|
|
(4.9
|
)
|
|
(43.3
|
)
|
|||
Investing activities
|
—
|
|
|
4.5
|
|
|
87.5
|
|
|||
Net cash provided by (used in) discontinued operations
|
—
|
|
|
(0.4
|
)
|
|
44.2
|
|
|||
Effect of currency exchange rate changes on cash
|
(2.7
|
)
|
|
(1.2
|
)
|
|
1.5
|
|
|||
Net change in cash and cash equivalents
|
37.5
|
|
|
40.6
|
|
|
22.0
|
|
|||
Cash and cash equivalents at beginning of year
|
123.6
|
|
|
83.0
|
|
|
61.0
|
|
|||
Cash and cash equivalents at end of year
|
$
|
161.1
|
|
|
$
|
123.6
|
|
|
$
|
83.0
|
|
Note 1.
|
Organization
|
Note 2.
|
Summary of Significant Accounting Policies
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Balance at beginning of year
|
$
|
5.3
|
|
|
$
|
5.7
|
|
|
$
|
4.8
|
|
Provision charged to expense
|
—
|
|
|
0.4
|
|
|
0.6
|
|
|||
Balances written off, net of recoveries
|
(0.1
|
)
|
|
(0.8
|
)
|
|
(0.1
|
)
|
|||
Other
|
0.1
|
|
|
—
|
|
|
0.4
|
|
|||
Balance at end of year
|
$
|
5.3
|
|
|
$
|
5.3
|
|
|
$
|
5.7
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Balance at beginning of year
|
$
|
10.6
|
|
|
$
|
12.5
|
|
|
$
|
12.7
|
|
Provision charged to expense
|
2.8
|
|
|
2.4
|
|
|
1.8
|
|
|||
Inventory disposed
|
(4.3
|
)
|
|
(4.6
|
)
|
|
(2.2
|
)
|
|||
Other
|
(0.6
|
)
|
|
0.3
|
|
|
0.2
|
|
|||
Balance at end of year
|
$
|
8.5
|
|
|
$
|
10.6
|
|
|
$
|
12.5
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Balance at beginning of year
|
$
|
2.8
|
|
|
$
|
1.6
|
|
|
$
|
2.0
|
|
Warranty expense
|
4.1
|
|
|
4.2
|
|
|
1.4
|
|
|||
Warranty payments
|
(4.3
|
)
|
|
(3.0
|
)
|
|
(1.8
|
)
|
|||
Balance at end of year
|
$
|
2.6
|
|
|
$
|
2.8
|
|
|
$
|
1.6
|
|
Note 3.
|
Intangible Assets
|
|
September 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Capitalized external-use software:
|
|
|
|
||||
Cost
|
$
|
14.3
|
|
|
$
|
12.2
|
|
Accumulated amortization
|
(5.4
|
)
|
|
(4.3
|
)
|
||
Net book value
|
8.9
|
|
|
7.9
|
|
||
|
|
|
|
||||
Business combination-related:
|
|
|
|
||||
Cost:
|
|
|
|
||||
Finite-lived intangible assets:
|
|
|
|
||||
Technology
|
80.4
|
|
|
80.1
|
|
||
Customer relationships and other
|
400.2
|
|
|
398.1
|
|
||
Indefinite-lived intangible assets:
|
|
|
|
||||
Trade names and trademarks
|
300.0
|
|
|
300.0
|
|
||
|
780.6
|
|
|
778.2
|
|
||
Accumulated amortization:
|
|
|
|
||||
Technology
|
(68.1
|
)
|
|
(61.5
|
)
|
||
Customer relationships and other
|
(193.2
|
)
|
|
(171.5
|
)
|
||
|
(261.3
|
)
|
|
(233.0
|
)
|
||
Net book value
|
519.3
|
|
|
545.2
|
|
||
|
|
|
|
||||
Goodwill
|
5.4
|
|
|
—
|
|
||
Total intangible assets net book value
|
$
|
533.6
|
|
|
$
|
553.1
|
|
Note 4.
|
Acquisition
|
Assets acquired:
|
|
||
Receivables
|
$
|
1.5
|
|
Inventories
|
1.2
|
|
|
Property, plant and equipment
|
0.6
|
|
|
Intangible assets
|
7.5
|
|
|
Other noncurrent assets
|
0.4
|
|
|
Liabilities:
|
|
||
Accounts payable and other current liabilities
|
(0.5
|
)
|
|
Other noncurrent liabilities
|
(1.0
|
)
|
|
|
$
|
9.7
|
|
Note 5.
|
Restructuring and Discontinued Operations
|
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Net sales
|
$
|
—
|
|
|
$
|
197.0
|
|
Cost of sales
|
—
|
|
|
197.9
|
|
||
Gross loss
|
—
|
|
|
(0.9
|
)
|
||
Operating expenses (income)
|
(0.5
|
)
|
|
4.2
|
|
||
Operating income (loss)
|
0.5
|
|
|
(5.1
|
)
|
||
Interest expense
|
—
|
|
|
0.3
|
|
||
(Income) loss on sale of discontinued operations
|
(4.9
|
)
|
|
119.7
|
|
||
Income tax benefit
|
—
|
|
|
(21.9
|
)
|
||
Income (loss) from discontinued operations, net of tax
|
$
|
5.4
|
|
|
$
|
(103.2
|
)
|
Note 6.
|
Income Taxes
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
U.S.
|
$
|
71.6
|
|
|
$
|
41.0
|
|
|
$
|
(0.1
|
)
|
Non-U.S.
|
1.9
|
|
|
3.2
|
|
|
2.8
|
|
|||
Income before income taxes
|
$
|
73.5
|
|
|
$
|
44.2
|
|
|
$
|
2.7
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
0.1
|
|
|
$
|
0.6
|
|
|
$
|
0.2
|
|
U.S. state and local
|
1.6
|
|
|
0.1
|
|
|
(1.0
|
)
|
|||
Non-U.S.
|
0.7
|
|
|
0.8
|
|
|
1.1
|
|
|||
|
2.4
|
|
|
1.5
|
|
|
0.3
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal
|
28.7
|
|
|
6.2
|
|
|
(0.6
|
)
|
|||
U.S. state and local
|
(12.8
|
)
|
|
1.3
|
|
|
9.0
|
|
|||
Non-U.S.
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.8
|
)
|
|||
|
15.6
|
|
|
7.3
|
|
|
7.6
|
|
|||
Income tax expense
|
$
|
18.0
|
|
|
$
|
8.8
|
|
|
$
|
7.9
|
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||
|
Continuing operations
|
|
Continuing operations
|
|
Discontinued operations
|
|
Continuing operations
|
|
Discontinued operations
|
||||||||||
|
(in millions)
|
|
|
|
|
|
|
|
|
||||||||||
Expense from operations
|
$
|
30.1
|
|
|
$
|
17.5
|
|
|
$
|
2.1
|
|
|
$
|
1.4
|
|
|
$
|
(48.7
|
)
|
Valuation allowance-related benefit
|
(9.6
|
)
|
|
(8.5
|
)
|
|
(2.1
|
)
|
|
6.5
|
|
|
26.7
|
|
|||||
Other items
|
(2.5
|
)
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|||||
Income tax expense
|
$
|
18.0
|
|
|
$
|
8.8
|
|
|
$
|
—
|
|
|
$
|
7.9
|
|
|
$
|
(21.9
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Expense at U.S. federal statutory income tax rate of 35%
|
$
|
25.7
|
|
|
$
|
15.5
|
|
|
$
|
0.9
|
|
Adjustments to reconcile to income tax expense:
|
|
|
|
|
|
||||||
Federal valuation allowance
|
(1.2
|
)
|
|
(7.8
|
)
|
|
—
|
|
|||
State income taxes, net of federal benefit
|
3.6
|
|
|
2.0
|
|
|
(0.8
|
)
|
|||
State tax rate change
|
(2.5
|
)
|
|
—
|
|
|
—
|
|
|||
State valuation allowance, net of federal benefit
|
(8.4
|
)
|
|
(1.1
|
)
|
|
5.9
|
|
|||
Tax credits
|
(0.1
|
)
|
|
(0.6
|
)
|
|
(0.1
|
)
|
|||
Nondeductible expenses, other than compensation
|
0.9
|
|
|
0.5
|
|
|
0.7
|
|
|||
Foreign income taxes
|
(0.2
|
)
|
|
0.4
|
|
|
(0.3
|
)
|
|||
Nondeductible compensation
|
0.8
|
|
|
0.2
|
|
|
1.4
|
|
|||
Other
|
(0.6
|
)
|
|
(0.3
|
)
|
|
0.2
|
|
|||
Income tax expense
|
$
|
18.0
|
|
|
$
|
8.8
|
|
|
$
|
7.9
|
|
|
September 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Inventory reserves
|
$
|
15.2
|
|
|
$
|
17.2
|
|
Accrued expenses
|
15.3
|
|
|
17.2
|
|
||
Pension and other postretirement benefits
|
20.3
|
|
|
2.4
|
|
||
Stock-based compensation
|
10.7
|
|
|
9.1
|
|
||
State net operating losses
|
10.3
|
|
|
13.4
|
|
||
Federal net operating losses and credit carryovers
|
6.8
|
|
|
37.4
|
|
||
Other
|
1.9
|
|
|
1.6
|
|
||
|
80.5
|
|
|
98.3
|
|
||
Valuation allowance
|
(0.7
|
)
|
|
(10.3
|
)
|
||
Total deferred income tax assets, net of valuation allowance
|
79.8
|
|
|
88.0
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Intangible assets
|
190.1
|
|
|
199.8
|
|
||
Other
|
1.5
|
|
|
3.0
|
|
||
Total deferred income tax liabilities
|
191.6
|
|
|
202.8
|
|
||
Net deferred income tax liabilities
|
$
|
111.8
|
|
|
$
|
114.8
|
|
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Balance at beginning of year
|
$
|
10.3
|
|
|
$
|
49.2
|
|
Decrease allocated to continuing operations
|
(9.6
|
)
|
|
(8.5
|
)
|
||
Decrease allocated to discontinued operations
|
—
|
|
|
(2.1
|
)
|
||
Decrease allocated to accumulated other comprehensive loss
|
—
|
|
|
(27.8
|
)
|
||
Expired items
|
—
|
|
|
(0.5
|
)
|
||
Balance at end of year
|
$
|
0.7
|
|
|
$
|
10.3
|
|
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Balance at beginning of year
|
$
|
3.7
|
|
|
$
|
4.3
|
|
Increases related to prior year positions
|
—
|
|
|
0.5
|
|
||
Decreases due to lapse in statute of limitations
|
(1.0
|
)
|
|
(1.1
|
)
|
||
Balance at end of year
|
$
|
2.7
|
|
|
$
|
3.7
|
|
Note 7.
|
Borrowing Arrangements
|
|
September 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
ABL Agreement
|
$
|
—
|
|
|
$
|
—
|
|
Senior Subordinated Notes
|
365.0
|
|
|
420.0
|
|
||
Senior Unsecured Notes
|
178.3
|
|
|
178.0
|
|
||
Other
|
2.3
|
|
|
2.8
|
|
||
|
545.6
|
|
|
600.8
|
|
||
Less current portion
|
(46.2
|
)
|
|
(1.3
|
)
|
||
Long-term debt
|
$
|
499.4
|
|
|
$
|
599.5
|
|
Note. 8
|
Retirement Plans
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Service cost
|
$
|
1.7
|
|
|
$
|
2.0
|
|
|
$
|
1.8
|
|
Interest cost
|
19.9
|
|
|
18.3
|
|
|
20.2
|
|
|||
Expected return on plan assets
|
(23.8
|
)
|
|
(25.1
|
)
|
|
(24.0
|
)
|
|||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
0.6
|
|
|||
Amortization of net loss
|
3.5
|
|
|
9.0
|
|
|
6.0
|
|
|||
Curtailment / special settlement loss
|
0.1
|
|
|
0.1
|
|
|
0.2
|
|
|||
Costs allocated to discontinued operations
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||
Other
|
0.1
|
|
|
—
|
|
|
—
|
|
|||
Net periodic benefit cost
|
$
|
1.5
|
|
|
$
|
4.3
|
|
|
$
|
3.7
|
|
|
September 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Projected benefit obligations
|
$
|
459.9
|
|
|
$
|
390.4
|
|
Accumulated benefit obligations
|
459.9
|
|
|
390.4
|
|
||
Fair value of plan assets
|
407.6
|
|
|
384.8
|
|
|
September 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Projected benefit obligations
|
$
|
1.6
|
|
|
$
|
9.2
|
|
Accumulated benefit obligations
|
1.6
|
|
|
9.1
|
|
||
Fair value of plan assets
|
2.9
|
|
|
10.4
|
|
|
Pension Plans
|
|
Other Plans
|
||||||||
|
2014
|
|
2013
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Projected benefit obligations:
|
|
|
|
|
|
||||||
Beginning of year
|
$
|
399.6
|
|
|
$
|
448.3
|
|
|
$
|
0.2
|
|
Service cost
|
1.7
|
|
|
2.0
|
|
|
—
|
|
|||
Interest cost
|
19.9
|
|
|
18.3
|
|
|
—
|
|
|||
Actuarial loss (gain)
|
67.3
|
|
|
(42.5
|
)
|
|
—
|
|
|||
Benefits paid
|
(26.0
|
)
|
|
(26.0
|
)
|
|
(0.2
|
)
|
|||
Currency translation
|
(0.8
|
)
|
|
(0.5
|
)
|
|
—
|
|
|||
Decrease in obligation due to curtailment
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|||
End of year
|
$
|
461.5
|
|
|
$
|
399.6
|
|
|
$
|
—
|
|
Accumulated benefit obligations at end of year
|
$
|
461.5
|
|
|
$
|
399.5
|
|
|
$
|
—
|
|
Plan assets:
|
|
|
|
|
|
||||||
Beginning of year
|
$
|
395.2
|
|
|
$
|
387.1
|
|
|
$
|
—
|
|
Actual return on plan assets
|
42.1
|
|
|
34.4
|
|
|
—
|
|
|||
Employer contributions
|
0.1
|
|
|
0.2
|
|
|
0.2
|
|
|||
Currency translation
|
(0.9
|
)
|
|
(0.5
|
)
|
|
—
|
|
|||
Benefits paid
|
(26.0
|
)
|
|
(26.0
|
)
|
|
(0.2
|
)
|
|||
End of year
|
$
|
410.5
|
|
|
$
|
395.2
|
|
|
$
|
—
|
|
Accrued benefit cost at end of year:
|
|
|
|
|
|
||||||
Unfunded status
|
$
|
(51.0
|
)
|
|
$
|
(4.4
|
)
|
|
$
|
—
|
|
Recognized on balance sheet:
|
|
|
|
|
|
||||||
Other noncurrent assets
|
$
|
1.3
|
|
|
$
|
1.3
|
|
|
$
|
—
|
|
Other noncurrent liabilities
|
(52.3
|
)
|
|
(5.7
|
)
|
|
—
|
|
|||
|
$
|
(51.0
|
)
|
|
$
|
(4.4
|
)
|
|
$
|
—
|
|
Recognized in accumulated other comprehensive loss, before tax:
|
|
|
|
|
|
||||||
Prior year service cost
|
$
|
0.1
|
|
|
$
|
0.2
|
|
|
$
|
—
|
|
Net actuarial loss
|
119.7
|
|
|
74.5
|
|
|
—
|
|
|||
|
$
|
119.8
|
|
|
$
|
74.7
|
|
|
$
|
—
|
|
Balance at beginning of year
|
$
|
74.7
|
|
Actuarial gain
|
48.9
|
|
|
Prior year service loss amortization to net periodic cost
|
(3.5
|
)
|
|
Other
|
(0.3
|
)
|
|
Balance at end of year
|
$
|
119.8
|
|
Amortization of unrecognized prior year service cost
|
$
|
—
|
|
Amortization of unrecognized loss
|
3.2
|
|
|
|
$
|
3.2
|
|
|
Pension Plans
|
|
Other Plans
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Weighted average used to determine benefit obligations:
|
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
4.49
|
%
|
|
5.16
|
%
|
|
4.21
|
%
|
|
n/a
|
|
4.22
|
%
|
Rate of compensation increases
|
3.50
|
|
|
3.50
|
|
|
3.50
|
|
|
n/a
|
|
n/a
|
|
Weighted average used to determine net periodic cost:
|
|
|
|
|
|
|
|
|
|
||||
Discount rate
|
5.16
|
%
|
|
4.21
|
%
|
|
5.66
|
%
|
|
n/a
|
|
5.69
|
%
|
Expected return on plan assets
|
6.24
|
|
|
6.71
|
|
|
6.95
|
|
|
n/a
|
|
n/a
|
|
Rate of compensation increases
|
3.50
|
|
|
3.50
|
|
|
3.50
|
|
|
n/a
|
|
n/a
|
|
1 Percentage
point increase
|
|
1 Percentage
point decrease
|
||||
|
(in millions)
|
||||||
Discount rate:
|
|
|
|
||||
Effect on pension service and interest costs
|
$
|
(0.1
|
)
|
|
$
|
0.7
|
|
Effect on pension benefit obligations
|
(50.3
|
)
|
|
61.8
|
|
||
Effect on 2015 service and interest costs
|
(0.5
|
)
|
|
0.5
|
|
||
Expected return on plan assets:
|
|
|
|
||||
Effect on 2015 service and interest costs
|
(4.0
|
)
|
|
4.0
|
|
•
|
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, 2014
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Equity:
|
|
|
|
|
|
||||||
Large cap stocks:
|
|
|
|
|
|
||||||
Large cap growth funds
|
$
|
—
|
|
|
$
|
31.5
|
|
|
$
|
31.5
|
|
Large cap index funds
|
—
|
|
|
35.9
|
|
|
35.9
|
|
|||
Large cap value funds
|
—
|
|
|
15.3
|
|
|
15.3
|
|
|||
Small cap stocks:
|
|
|
|
|
|
||||||
Small cap growth funds
|
—
|
|
|
18.5
|
|
|
18.5
|
|
|||
International stocks:
|
|
|
|
|
|
||||||
Mutual funds
|
45.9
|
|
|
—
|
|
|
45.9
|
|
|||
International funds
|
—
|
|
|
15.4
|
|
|
15.4
|
|
|||
Total equity
|
45.9
|
|
|
116.6
|
|
|
162.5
|
|
|||
Fixed income
|
—
|
|
|
243.5
|
|
|
243.5
|
|
|||
Cash and cash equivalents
|
4.5
|
|
|
—
|
|
|
4.5
|
|
|||
|
$
|
50.4
|
|
|
$
|
360.1
|
|
|
$
|
410.5
|
|
|
September 30, 2013
|
||||||||||
|
Level 1
|
|
Level 2
|
|
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
|
|
2015
|
$
|
27.6
|
|
2016
|
26.8
|
|
|
2017
|
27.0
|
|
|
2018
|
27.3
|
|
|
2019
|
27.5
|
|
|
2020-2024
|
141.0
|
|
Note 9.
|
Capital Stock
|
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 for taxes
|
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 for taxes
|
719,004
|
|
Shares outstanding at September 30, 2013
|
158,234,300
|
|
Exercise of employee stock purchase plan instruments
|
204,360
|
|
Exercise of stock options
|
587,964
|
|
Vesting of restricted stock units, net of shares withheld for taxes
|
734,047
|
|
Shares outstanding at September 30, 2014
|
159,760,671
|
|
Note 10.
|
Stock-based Compensation Plans
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions, except per share data)
|
||||||||||
Decrease in operating income
|
$
|
13.2
|
|
|
$
|
11.4
|
|
|
$
|
6.0
|
|
Decrease in net income or increase in net loss
|
8.1
|
|
|
6.9
|
|
|
3.5
|
|
|||
Effect on earnings or loss per basic share
|
0.05
|
|
|
0.04
|
|
|
0.02
|
|
|||
Effect on earnings or loss per diluted share
|
0.05
|
|
|
0.04
|
|
|
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, 2011
|
2,065,766
|
|
|
$
|
6.11
|
|
|
1.6
|
|
|
||
Granted
|
1,406,318
|
|
|
2.19
|
|
|
|
|
|
|||
Vested
|
(867,451
|
)
|
|
5.44
|
|
|
|
|
$
|
2.2
|
|
|
Cancelled
|
(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
|
|
||
Cancelled
|
(12,723
|
)
|
|
12.28
|
|
|
|
|
|
|||
Outstanding at September 30, 2013
|
1,925,340
|
|
|
4.30
|
|
|
0.9
|
|
|
|||
Granted
|
381,012
|
|
|
8.51
|
|
|
|
|
|
|||
Vested
|
(1,099,591
|
)
|
|
4.94
|
|
|
|
|
9.4
|
|
||
Cancelled
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at September 30, 2014
|
1,206,761
|
|
|
$
|
5.04
|
|
|
0.7
|
|
|
Award date
|
|
Performance period
|
|
Units awarded
|
|
Shares earned
|
||
November 27, 2012
|
|
2013
|
|
135,553
|
|
|
271,106
|
|
|
|
2014
|
|
135,553
|
|
|
271,106
|
|
|
|
2015
|
|
135,552
|
|
|
—
|
|
December 3, 2013
|
|
2014
|
|
90,841
|
|
|
181,682
|
|
|
|
2015
|
|
90,841
|
|
|
—
|
|
|
|
2016
|
|
90,849
|
|
|
—
|
|
|
Options
|
|
Weighted
average
exercise
price
per option
|
|
Weighted
average
remaining
contractual
term (years)
|
|
Aggregate
intrinsic
value
(millions)
|
|||||
Outstanding at September 30, 2011
|
5,625,133
|
|
|
$
|
6.74
|
|
|
7.5
|
|
$
|
—
|
|
Granted
|
677,117
|
|
|
2.18
|
|
|
|
|
|
|||
Exercised
|
(8,552
|
)
|
|
3.59
|
|
|
|
|
—
|
|
||
Cancelled
|
(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
|
|
||
Cancelled
|
(139,209
|
)
|
|
12.52
|
|
|
|
|
|
|||
Outstanding at September 30, 2013
|
5,124,706
|
|
|
6.22
|
|
|
5.9
|
|
14.6
|
|
||
Granted
|
86,904
|
|
|
8.58
|
|
|
|
|
|
|||
Exercised
|
(587,964
|
)
|
|
4.61
|
|
|
|
|
—
|
|
||
Cancelled
|
(71,411
|
)
|
|
12.92
|
|
|
|
|
|
|||
Outstanding at September 30, 2014
|
4,552,235
|
|
|
$
|
6.37
|
|
|
5.0
|
|
$
|
13.6
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at September 30, 2014
|
4,151,589
|
|
|
$
|
6.56
|
|
|
4.8
|
|
$
|
12.0
|
|
|
|
|
|
|
|
|
|
|||||
Expected to vest after September 30, 2014
|
400,136
|
|
|
$
|
4.32
|
|
|
7.9
|
|
$
|
1.6
|
|
Exercise price
|
|
Options
|
|
Weighted
average
exercise price
|
|
Weighted
average
remaining
contractual
term (years)
|
|
Exercisable options
|
|
Weighted
average
exercise price
|
||||||||||||||
|
$
|
0.00
|
|
-
|
$
|
4.99
|
|
|
|
1,803,311
|
|
|
$
|
3.23
|
|
|
6.4
|
|
1,565,034
|
|
|
$
|
3.37
|
|
|
$
|
5.00
|
|
-
|
$
|
9.99
|
|
|
|
1,801,805
|
|
|
5.85
|
|
|
5.0
|
|
1,639,436
|
|
|
5.70
|
|
||
|
$
|
10.00
|
|
-
|
$
|
14.99
|
|
|
|
656,276
|
|
|
11.84
|
|
|
2.7
|
|
656,276
|
|
|
11.84
|
|
||
|
$
|
15.00
|
|
-
|
$
|
20.99
|
|
|
|
290,843
|
|
|
16.71
|
|
|
1.8
|
|
290,843
|
|
|
16.71
|
|
||
|
|
|
|
|
|
4,552,235
|
|
|
$
|
6.37
|
|
|
5.0
|
|
4,151,589
|
|
|
$
|
6.56
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
Grant-date fair value
|
$
|
5.13
|
|
|
$
|
5.91
|
|
|
$
|
1.31
|
|
Risk-free interest rate
|
2.44
|
%
|
|
1.63
|
%
|
|
1.74
|
%
|
|||
Dividend yield
|
1.10
|
%
|
|
2.17
|
%
|
|
1.97
|
%
|
|||
Expected life (years)
|
8.0
|
|
|
8.0
|
|
|
8.0
|
|
|||
Expected annual volatility
|
0.6386
|
|
|
0.6696
|
|
|
0.7342
|
|
|
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
|
—
|
|
|
|
|
|
|
|
||||
Granted
|
358,866
|
|
|
$
|
2.03
|
|
|
|
|
|
||
Vested
|
—
|
|
|
|
|
|
|
$
|
—
|
|
||
Cancelled
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at September 30, 2012
|
358,866
|
|
|
2.03
|
|
|
1.2
|
|
|
|||
Granted
|
382,605
|
|
|
5.22
|
|
|
|
|
|
|||
Vested
|
(119,637
|
)
|
|
|
|
|
|
0.7
|
|
|||
Cancelled
|
(12,852
|
)
|
|
2.03
|
|
|
|
|
|
|||
Outstanding at September 30, 2013
|
608,982
|
|
|
4.03
|
|
|
1.0
|
|
|
|||
Granted
|
304,815
|
|
|
8.52
|
|
|
|
|
|
|||
Vested
|
(240,739
|
)
|
|
|
|
|
|
2.1
|
|
|||
Cancelled
|
(29,770
|
)
|
|
5.29
|
|
|
|
|
|
|||
Outstanding at September 30, 2014
|
643,288
|
|
|
$
|
6.22
|
|
|
0.8
|
|
|
Note 11.
|
Supplemental Balance Sheet Information
|
|
September 30,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Inventories:
|
|
|
|
||||
Purchased components and raw material
|
$
|
72.0
|
|
|
$
|
75.4
|
|
Work in process
|
34.5
|
|
|
38.6
|
|
||
Finished goods
|
91.5
|
|
|
94.5
|
|
||
|
$
|
198.0
|
|
|
$
|
208.5
|
|
Other current assets:
|
|
|
|
||||
Maintenance and repair tooling
|
$
|
22.6
|
|
|
$
|
22.5
|
|
Income taxes
|
13.0
|
|
|
14.9
|
|
||
U.S. Pipe-related workers' compensation and other reimbursements
|
1.6
|
|
|
2.2
|
|
||
Other
|
6.9
|
|
|
6.5
|
|
||
|
$
|
44.1
|
|
|
$
|
46.1
|
|
Property, plant and equipment:
|
|
|
|
||||
Land
|
$
|
9.6
|
|
|
$
|
10.6
|
|
Buildings
|
78.0
|
|
|
75.5
|
|
||
Machinery and equipment
|
332.9
|
|
|
305.7
|
|
||
Construction in progress
|
18.7
|
|
|
19.6
|
|
||
|
439.2
|
|
|
411.4
|
|
||
Accumulated depreciation
|
(292.9
|
)
|
|
(269.5
|
)
|
||
|
$
|
146.3
|
|
|
$
|
141.9
|
|
Other current liabilities:
|
|
|
|
||||
Compensation and benefits
|
$
|
39.5
|
|
|
$
|
37.3
|
|
Customer rebates
|
16.9
|
|
|
15.5
|
|
||
Interest
|
10.7
|
|
|
12.0
|
|
||
Taxes other than income taxes
|
4.7
|
|
|
5.0
|
|
||
Warranty
|
2.6
|
|
|
2.8
|
|
||
Income taxes
|
0.7
|
|
|
1.3
|
|
||
Restructuring
|
0.9
|
|
|
—
|
|
||
Environmental
|
0.1
|
|
|
0.2
|
|
||
Other
|
6.1
|
|
|
6.5
|
|
||
|
$
|
82.2
|
|
|
$
|
80.6
|
|
Note 12.
|
Supplemental Statement of Operations Information
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Included in selling, general and administrative expenses:
|
|
|
|
|
|
||||||
Research and development
|
$
|
14.4
|
|
|
$
|
14.8
|
|
|
$
|
12.7
|
|
Advertising
|
$
|
4.7
|
|
|
$
|
5.0
|
|
|
$
|
4.9
|
|
Interest expense, net:
|
|
|
|
|
|
||||||
7.375% Senior Subordinated Notes
|
$
|
30.6
|
|
|
$
|
31.0
|
|
|
$
|
31.0
|
|
8.75% Senior Unsecured Notes
|
16.0
|
|
|
16.8
|
|
|
19.3
|
|
|||
Deferred financing fees amortization
|
2.0
|
|
|
2.0
|
|
|
2.3
|
|
|||
ABL Agreement
|
1.2
|
|
|
1.5
|
|
|
3.2
|
|
|||
Interest rate swap contracts
|
—
|
|
|
—
|
|
|
5.0
|
|
|||
Other interest expense
|
0.2
|
|
|
0.7
|
|
|
(0.6
|
)
|
|||
|
50.0
|
|
|
52.0
|
|
|
60.2
|
|
|||
Interest income
|
(0.4
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
|||
|
$
|
49.6
|
|
|
$
|
51.7
|
|
|
$
|
59.9
|
|
Note 13.
|
Accumulated Other Comprehensive Loss
|
|
Foreign currency translation
|
|
Minimum pension liability, net of tax
|
|
Total
|
||||||
|
|
|
(in millions)
|
|
|
||||||
Balance at September 30, 2013
|
$
|
6.8
|
|
|
$
|
(35.4
|
)
|
|
$
|
(28.6
|
)
|
Current period other comprehensive loss
|
(4.4
|
)
|
|
(27.7
|
)
|
|
(32.1
|
)
|
|||
Balance at September 30, 2014
|
$
|
2.4
|
|
|
$
|
(63.1
|
)
|
|
$
|
(60.7
|
)
|
Note 14.
|
Supplemental Cash Flow Information
|
|
September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Pension and other postretirement plans:
|
|
|
|
|
|
||||||
Increase (decrease) in other noncurrent assets
|
$
|
—
|
|
|
$
|
0.3
|
|
|
$
|
(0.1
|
)
|
Decrease (increase) in other noncurrent liabilities
|
(25.5
|
)
|
|
51.5
|
|
|
(36.2
|
)
|
|||
Decrease (increase) in other current liabilities
|
0.1
|
|
|
—
|
|
|
0.3
|
|
|||
Decrease (increase) in deferred tax liabilities
|
9.8
|
|
|
(20.1
|
)
|
|
(0.6
|
)
|
|||
Decrease (increase) in accumulated other comprehensive loss
|
15.6
|
|
|
(31.7
|
)
|
|
36.6
|
|
|||
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash paid (received), net:
|
|
|
|
|
|
||||||
Interest
|
$
|
48.7
|
|
|
$
|
49.1
|
|
|
$
|
53.3
|
|
Income taxes
|
$
|
2.6
|
|
|
$
|
0.7
|
|
|
$
|
(6.9
|
)
|
Note 15.
|
Segment Information
|
|
United States
|
|
Canada
|
|
Other
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
2014
|
$
|
1,040.7
|
|
|
$
|
101.0
|
|
|
$
|
43.0
|
|
|
$
|
1,184.7
|
|
2013
|
971.0
|
|
|
101.5
|
|
|
48.3
|
|
|
1,120.8
|
|
||||
2012
|
872.3
|
|
|
112.4
|
|
|
39.2
|
|
|
1,023.9
|
|
||||
Property, plant and equipment, net:
|
|
|
|
|
|
|
|
||||||||
September 30, 2014
|
$
|
138.5
|
|
|
$
|
4.3
|
|
|
$
|
3.5
|
|
|
$
|
146.3
|
|
September 30, 2013
|
133.6
|
|
|
4.7
|
|
|
3.6
|
|
|
141.9
|
|
Note 17.
|
Subsequent Events
|
Note 18.
|
Quarterly Consolidated Financial Information (Unaudited)
|
|
Quarter
|
||||||||||||||
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||
|
(in millions, except per share amounts)
|
||||||||||||||
2014:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
320.7
|
|
|
$
|
318.5
|
|
|
$
|
288.1
|
|
|
$
|
257.4
|
|
Gross profit
|
$
|
101.3
|
|
|
$
|
97.3
|
|
|
$
|
82.2
|
|
|
$
|
67.1
|
|
Operating income
|
$
|
43.0
|
|
|
$
|
41.8
|
|
|
$
|
25.3
|
|
|
$
|
14.0
|
|
Net income
|
$
|
26.2
|
|
|
$
|
18.5
|
|
|
$
|
9.7
|
|
|
$
|
1.1
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per basic share
(1)
|
$
|
0.16
|
|
|
$
|
0.12
|
|
|
$
|
0.06
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per diluted share
(1)
|
$
|
0.16
|
|
|
$
|
0.11
|
|
|
$
|
0.06
|
|
|
$
|
0.01
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
)
|
Income (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 (loss) 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
|
|
(1)
|
The sum of the quarterly amounts may not equal the full year amount due to rounding.
|
Note 19.
|
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
|
$
|
125.5
|
|
|
$
|
(2.1
|
)
|
|
$
|
37.7
|
|
|
$
|
—
|
|
|
$
|
161.1
|
|
Receivables, net
|
0.1
|
|
|
166.4
|
|
|
15.6
|
|
|
—
|
|
|
182.1
|
|
|||||
Inventories
|
—
|
|
|
187.4
|
|
|
10.6
|
|
|
—
|
|
|
198.0
|
|
|||||
Deferred income taxes
|
38.0
|
|
|
—
|
|
|
0.6
|
|
|
—
|
|
|
38.6
|
|
|||||
Other current assets
|
16.5
|
|
|
26.0
|
|
|
1.6
|
|
|
—
|
|
|
44.1
|
|
|||||
Total current assets
|
180.1
|
|
|
377.7
|
|
|
66.1
|
|
|
—
|
|
|
623.9
|
|
|||||
Property, plant and equipment
|
1.5
|
|
|
137.0
|
|
|
7.8
|
|
|
—
|
|
|
146.3
|
|
|||||
Intangible assets
|
—
|
|
|
531.6
|
|
|
2.0
|
|
|
—
|
|
|
533.6
|
|
|||||
Other noncurrent assets
|
11.7
|
|
|
0.3
|
|
|
1.3
|
|
|
—
|
|
|
13.3
|
|
|||||
Investment in subsidiaries
|
263.2
|
|
|
41.3
|
|
|
—
|
|
|
(304.5
|
)
|
|
—
|
|
|||||
Intercompany accounts
|
882.7
|
|
|
—
|
|
|
—
|
|
|
(882.7
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
1,339.2
|
|
|
$
|
1,087.9
|
|
|
$
|
77.2
|
|
|
$
|
(1,187.2
|
)
|
|
$
|
1,317.1
|
|
Liabilities and equity:
|
|
|
|
|
|
|
|
|
|
||||||||||
Current portion of long-term debt
|
$
|
45.0
|
|
|
$
|
1.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
46.2
|
|
Accounts payable
|
4.5
|
|
|
105.0
|
|
|
6.5
|
|
|
—
|
|
|
116.0
|
|
|||||
Other current liabilities
|
29.9
|
|
|
48.9
|
|
|
3.4
|
|
|
—
|
|
|
82.2
|
|
|||||
Total current liabilities
|
79.4
|
|
|
155.1
|
|
|
9.9
|
|
|
—
|
|
|
244.4
|
|
|||||
Long-term debt
|
498.3
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
499.4
|
|
|||||
Deferred income taxes
|
149.9
|
|
|
—
|
|
|
0.5
|
|
|
—
|
|
|
150.4
|
|
|||||
Other noncurrent liabilities
|
63.8
|
|
|
6.5
|
|
|
1.0
|
|
|
—
|
|
|
71.3
|
|
|||||
Intercompany accounts
|
196.2
|
|
|
662.0
|
|
|
24.5
|
|
|
(882.7
|
)
|
|
—
|
|
|||||
Total liabilities
|
987.6
|
|
|
824.7
|
|
|
35.9
|
|
|
(882.7
|
)
|
|
965.5
|
|
|||||
Equity
|
351.6
|
|
|
263.2
|
|
|
41.3
|
|
|
(304.5
|
)
|
|
351.6
|
|
|||||
Total liabilities and equity
|
$
|
1,339.2
|
|
|
$
|
1,087.9
|
|
|
$
|
77.2
|
|
|
$
|
(1,187.2
|
)
|
|
$
|
1,317.1
|
|
|
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
|
|
|||||
Property, plant and equipment
|
1.5
|
|
|
132.0
|
|
|
8.4
|
|
|
—
|
|
|
141.9
|
|
|||||
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
|
)
|
|
—
|
|
|||||
Intercompany accounts
|
882.7
|
|
|
—
|
|
|
—
|
|
|
(882.7
|
)
|
|
—
|
|
|||||
Total assets
|
$
|
1,186.6
|
|
|
$
|
1,091.8
|
|
|
$
|
80.6
|
|
|
$
|
(1,077.1
|
)
|
|
$
|
1,281.9
|
|
Liabilities and 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
|
|
|||||
Equity
|
328.2
|
|
|
155.2
|
|
|
39.2
|
|
|
(194.4
|
)
|
|
328.2
|
|
|||||
Total liabilities and 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)
|
|
|
|
|
||||||||||
Net sales
|
$
|
—
|
|
|
$
|
1,072.4
|
|
|
$
|
112.3
|
|
|
$
|
—
|
|
|
$
|
1,184.7
|
|
Cost of sales
|
—
|
|
|
739.3
|
|
|
97.5
|
|
|
—
|
|
|
836.8
|
|
|||||
Gross profit
|
—
|
|
|
333.1
|
|
|
14.8
|
|
|
—
|
|
|
347.9
|
|
|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
||||||||||
Selling, general and administrative
|
39.1
|
|
|
171.2
|
|
|
10.4
|
|
|
—
|
|
|
220.7
|
|
|||||
Restructuring
|
—
|
|
|
0.6
|
|
|
2.5
|
|
|
—
|
|
|
3.1
|
|
|||||
Total operating expenses
|
39.1
|
|
|
171.8
|
|
|
12.9
|
|
|
—
|
|
|
223.8
|
|
|||||
Operating income (loss)
|
(39.1
|
)
|
|
161.3
|
|
|
1.9
|
|
|
—
|
|
|
124.1
|
|
|||||
Interest expense, net
|
49.7
|
|
|
0.2
|
|
|
(0.3
|
)
|
|
—
|
|
|
49.6
|
|
|||||
Loss on early extinguishment of debt
|
1.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.0
|
|
|||||
Income (loss) before income taxes
|
(89.8
|
)
|
|
161.1
|
|
|
2.2
|
|
|
—
|
|
|
73.5
|
|
|||||
Income tax expense (benefit)
|
(41.9
|
)
|
|
59.4
|
|
|
0.5
|
|
|
—
|
|
|
18.0
|
|
|||||
Equity in income of subsidiaries
|
103.4
|
|
|
1.7
|
|
|
—
|
|
|
(105.1
|
)
|
|
—
|
|
|||||
Net income
|
$
|
55.5
|
|
|
$
|
103.4
|
|
|
$
|
1.7
|
|
|
$
|
(105.1
|
)
|
|
55.5
|
|
|
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 (income), 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
|
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
|
(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 income
|
$
|
55.5
|
|
|
$
|
103.4
|
|
|
$
|
1.7
|
|
|
$
|
(105.1
|
)
|
|
$
|
55.5
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
||||||||||
Minimum pension liability, net of tax
|
(27.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27.7
|
)
|
|||||
Equity in other comprehensive loss of subsidiaries
|
(4.4
|
)
|
|
(4.4
|
)
|
|
—
|
|
|
8.8
|
|
|
—
|
|
|||||
Foreign currency translation
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|
—
|
|
|
(4.4
|
)
|
|||||
|
(32.1
|
)
|
|
(4.4
|
)
|
|
(4.4
|
)
|
|
8.8
|
|
|
(32.1
|
)
|
|||||
Comprehensive income (loss)
|
$
|
23.4
|
|
|
$
|
99.0
|
|
|
$
|
(2.7
|
)
|
|
$
|
(96.3
|
)
|
|
$
|
23.4
|
|
|
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 income 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 loss 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)
|
|
|
|
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
(108.0
|
)
|
|
$
|
256.5
|
|
|
$
|
(0.9
|
)
|
|
$
|
—
|
|
|
$
|
147.6
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(0.2
|
)
|
|
(35.3
|
)
|
|
(1.4
|
)
|
|
—
|
|
|
(36.9
|
)
|
|||||
Business acquisitions, net of cash acquired
|
—
|
|
|
(11.7
|
)
|
|
—
|
|
|
1.7
|
|
|
(10.0
|
)
|
|||||
Proceeds from sales of assets
|
—
|
|
|
4.7
|
|
|
—
|
|
|
—
|
|
|
4.7
|
|
|||||
Intercompany
|
—
|
|
|
(213.3
|
)
|
|
—
|
|
|
213.3
|
|
|
—
|
|
|||||
Net cash used in investing activities
|
(0.2
|
)
|
|
(255.6
|
)
|
|
(1.4
|
)
|
|
215.0
|
|
|
(42.2
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt paid
|
(55.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55.7
|
)
|
|||||
Dividends paid
|
(11.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.2
|
)
|
|||||
Common stock issued
|
4.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|||||
Shares retained for employee taxes
|
(3.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.1
|
)
|
|||||
Joint venture capital contributed
|
—
|
|
|
—
|
|
|
3.4
|
|
|
(1.7
|
)
|
|
1.7
|
|
|||||
Intercompany
|
213.3
|
|
|
—
|
|
|
—
|
|
|
(213.3
|
)
|
|
—
|
|
|||||
Other
|
(0.4
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|||||
Net cash provided by (used in) financing activities
|
147.1
|
|
|
(0.7
|
)
|
|
3.4
|
|
|
(215.0
|
)
|
|
(65.2
|
)
|
|||||
Effect of currency exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
(2.7
|
)
|
|||||
Net change in cash and cash equivalents
|
38.9
|
|
|
0.2
|
|
|
(1.6
|
)
|
|
—
|
|
|
37.5
|
|
|||||
Cash and cash equivalents at beginning of year
|
86.6
|
|
|
(2.3
|
)
|
|
39.3
|
|
|
—
|
|
|
123.6
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
125.5
|
|
|
$
|
(2.1
|
)
|
|
$
|
37.7
|
|
|
$
|
—
|
|
|
$
|
161.1
|
|
|
Issuer
|
|
Guarantor
companies
|
|
Non-
guarantor
companies
|
|
Eliminations
|
|
Total
|
||||||||||
|
|
|
|
|
(in millions)
|
|
|
|
|
||||||||||
Operating activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net cash provided by (used in) operating activities from continuing operations
|
$
|
(102.7
|
)
|
|
$
|
207.8
|
|
|
$
|
9.0
|
|
|
$
|
—
|
|
|
$
|
114.1
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
(0.2
|
)
|
|
(34.4
|
)
|
|
(1.9
|
)
|
|
—
|
|
|
(36.5
|
)
|
|||||
Business acquisitions, net of cash acquired
|
—
|
|
|
(0.2
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|||||
Proceeds from sales of assets
|
—
|
|
|
0.5
|
|
|
—
|
|
|
—
|
|
|
0.5
|
|
|||||
Intercompany
|
—
|
|
|
(169.9
|
)
|
|
—
|
|
|
169.9
|
|
|
—
|
|
|||||
Net cash used in investing activities from continuing operations
|
(0.2
|
)
|
|
(204.0
|
)
|
|
(1.9
|
)
|
|
169.9
|
|
|
(36.2
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt paid
|
(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
|
)
|
|||||
Intercompany
|
169.9
|
|
|
—
|
|
|
—
|
|
|
(169.9
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
(2.4
|
)
|
|||||
Net cash provided by (used in) financing activities from continuing operations
|
136.6
|
|
|
(2.4
|
)
|
|
—
|
|
|
(169.9
|
)
|
|
(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 (used in) operating activities from continuing operations
|
$
|
(112.9
|
)
|
|
$
|
186.0
|
|
|
$
|
3.7
|
|
|
$
|
—
|
|
|
$
|
76.8
|
|
Investing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital expenditures
|
—
|
|
|
(30.5
|
)
|
|
(0.9
|
)
|
|
—
|
|
|
(31.4
|
)
|
|||||
Business acquisitions, net of cash acquired
|
—
|
|
|
(1.8
|
)
|
|
0.5
|
|
|
—
|
|
|
(1.3
|
)
|
|||||
Proceeds from sales of assets
|
—
|
|
|
0.3
|
|
|
—
|
|
|
—
|
|
|
0.3
|
|
|||||
Intercompany
|
—
|
|
|
(153.8
|
)
|
|
—
|
|
|
153.8
|
|
|
—
|
|
|||||
Net cash provided by (used in) investing activities from continuing operations
|
—
|
|
|
(185.8
|
)
|
|
(0.4
|
)
|
|
153.8
|
|
|
(32.4
|
)
|
|||||
Financing activities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Debt paid
|
(57.2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(57.2
|
)
|
|||||
Dividends paid
|
(11.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11.0
|
)
|
|||||
Common stock issued
|
0.7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|||||
Shares retained for employee taxes
|
(0.5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||||
Intercompany
|
153.8
|
|
|
—
|
|
|
—
|
|
|
(153.8
|
)
|
|
—
|
|
|||||
Other
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|||||
Net cash provided by (used in) financing activities from continuing operations
|
85.8
|
|
|
(0.1
|
)
|
|
—
|
|
|
(153.8
|
)
|
|
(68.1
|
)
|
|||||
Net cash flows from discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Operating activities
|
(43.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43.3
|
)
|
|||||
Investing activities
|
87.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
87.5
|
|
|||||
Net cash used in discontinued operations
|
44.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44.2
|
|
|||||
Effect of currency exchange rate changes on cash
|
—
|
|
|
—
|
|
|
1.5
|
|
|
—
|
|
|
1.5
|
|
|||||
Net change in cash and cash equivalents
|
17.1
|
|
|
0.1
|
|
|
4.8
|
|
|
—
|
|
|
22.0
|
|
|||||
Cash and cash equivalents at beginning of year
|
36.2
|
|
|
(3.8
|
)
|
|
28.6
|
|
|
—
|
|
|
61.0
|
|
|||||
Cash and cash equivalents at end of year
|
$
|
53.3
|
|
|
$
|
(3.7
|
)
|
|
$
|
33.4
|
|
|
$
|
—
|
|
|
$
|
83.0
|
|
1.1
|
Defined Terms
1
|
1.2
|
Other Interpretive Provisions
56
|
1.3
|
Accounting
57
|
1.4
|
Limited Condition Transactions
57
|
SECTION 2
|
AMOUNT AND TERMS OF COMMITMENTS
58
|
2.1
|
Commitments
58
|
2.2
|
Procedure for Borrowing of Loans
58
|
2.3
|
Repayment of Loans
59
|
2.4
|
Fees
59
|
2.5
|
Optional Prepayments
59
|
2.6
|
Mandatory Prepayments
60
|
2.7
|
Conversion and Continuation Options
62
|
2.8
|
Limitations on Eurodollar Tranches
62
|
2.9
|
Interest Rates and Payment Dates
62
|
2.10
|
Computation of Interest
63
|
2.11
|
Inability to Determine Interest Rate; Illegality
63
|
2.12
|
Pro Rata Treatment and Payments
65
|
2.13
|
Requirements of Law
66
|
2.14
|
Taxes
67
|
2.15
|
Indemnity
70
|
2.16
|
Change of Lending Office
70
|
2.17
|
Replacement of Lenders
71
|
2.18
|
Notes
71
|
2.19
|
Incremental Credit Extensions
71
|
2.20
|
Refinancing Amendments
74
|
2.21
|
Defaulting Lenders
75
|
2.22
|
Loan Modification Offers
76
|
SECTION 3
|
REPRESENTATIONS AND WARRANTIES
77
|
3.1
|
Financial Condition
77
|
3.2
|
No Change
78
|
3.3
|
Existence; Compliance with Law
78
|
3.4
|
Power; Authorization; Enforceable Obligations
78
|
3.5
|
No Legal Bar
79
|
3.6
|
Litigation
79
|
3.7
|
Ownership of Property; Liens
79
|
3.8
|
Intellectual Property
79
|
3.9
|
Taxes
79
|
3.10
|
Federal Regulations
80
|
3.11
|
ERISA
80
|
3.12
|
Investment Company Act; Other Regulations
80
|
3.13
|
Environmental Matters
80
|
3.14
|
Accuracy of Information, etc.
81
|
3.15
|
Security Documents
81
|
3.16
|
Solvency
82
|
3.17
|
Patriot Act; FCPA; OFAC
82
|
3.18
|
Status as Senior Indebtedness
82
|
SECTION 4
|
CONDITIONS PRECEDENT 83
|
4.1
|
Conditions to Closing Date
83
|
SECTION 5
|
AFFIRMATIVE COVENANTS
85
|
5.1
|
Financial Statements
85
|
5.2
|
Certificates; Other Information
86
|
5.3
|
Payment of Taxes
87
|
5.4
|
Maintenance of Existence; Compliance with Law
87
|
5.5
|
Maintenance of Property; Insurance
87
|
5.6
|
Inspection of Property; Books and Records; Discussions
88
|
5.7
|
Notices
88
|
5.8
|
Environmental Laws
89
|
5.9
|
Additional Collateral, etc.
89
|
5.10
|
Credit Ratings
91
|
5.11
|
Further Assurances
92
|
5.12
|
Designation of Unrestricted Subsidiaries
92
|
5.13
|
ERISA
92
|
5.14
|
Use of Proceeds
92
|
5.15
|
Post-Closing Covenant 92
|
SECTION 6
|
NEGATIVE COVENANTS
93
|
6.1
|
Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock
93
|
6.2
|
Limitation on Restricted Payments
99
|
6.3
|
Dividend and Other Payment Restrictions Affecting Subsidiaries
105
|
6.4
|
Asset Sales
107
|
6.5
|
Transactions with Affiliates.
108
|
6.6
|
Liens
111
|
6.7
|
Merger, Consolidation or Sale of All or Substantially All Assets
111
|
6.9
|
Negative Pledge Clauses
112
|
6.10
|
Lines of Business
113
|
6.11
|
Amendments to Organizational Documents
113
|
SECTION 7
|
GUARANTEE
114
|
7.1
|
The Guarantee
114
|
7.2
|
Obligations Unconditional
114
|
7.3
|
Reinstatement
115
|
7.4
|
No Subrogation
115
|
7.5
|
Remedies
116
|
7.6
|
Instrument for the Payment of Money
116
|
7.7
|
Continuing Guarantee
116
|
7.8
|
General Limitation on Guaranteed Obligations
116
|
7.9
|
Release of Guarantors
116
|
7.10
|
Right of Contribution
117
|
7.11
|
Keepwell
117
|
SECTION 8
|
EVENTS OF DEFAULT
117
|
8.1
|
Events of Default
117
|
SECTION 9
|
ADMINISTRATIVE AGENT
120
|
9.1
|
Appointment and Authority
120
|
9.2
|
Rights as a Lender
121
|
9.3
|
Exculpatory Provisions
121
|
9.4
|
Reliance by Administrative Agent
122
|
9.5
|
Delegation of Duties
123
|
9.6
|
Resignation and Removal of Administrative Agent
123
|
9.7
|
Non-Reliance on Administrative Agent and Other Lenders
124
|
9.8
|
No Other Duties, Etc.
124
|
9.9
|
Administrative Agent May File Proofs of Claim; Credit Bidding
124
|
9.10
|
Collateral and Guaranty Matters
126
|
9.11
|
Intercreditor Agreements
127
|
9.12
|
Withholding Tax Indemnity
127
|
9.13
|
Indemnification
128
|
SECTION 10
|
MISCELLANEOUS
128
|
10.1
|
Amendments and Waivers
128
|
10.2
|
Notices
131
|
10.3
|
No Waiver; Cumulative Remedies
133
|
10.4
|
Survival of Representations and Warranties
133
|
10.5
|
Payment of Expenses and Taxes
133
|
10.6
|
Successors and Assigns; Participations and Assignments
134
|
10.7
|
Adjustments; Set‑off
138
|
10.8
|
Counterparts; Electronic Execution
139
|
10.9
|
Severability
139
|
10.10
|
Integration
140
|
10.11
|
Governing Law
140
|
10.12
|
Submission To Jurisdiction; Waivers
140
|
10.13
|
Acknowledgements
141
|
10.14
|
Confidentiality
141
|
10.15
|
Waivers Of Jury Trial
142
|
10.16
|
USA Patriot Act Notification
142
|
10.17
|
Maximum Amount
142
|
10.18
|
Lender Action
143
|
10.19
|
No Fiduciary Duty
143
|
SECTION 1
|
DEFINITIONS
|
SECTION 2
|
AMOUNT AND TERMS OF COMMITMENTS
|
SECTION 4
|
CONDITIONS PRECEDENT
|
SECTION 6
|
NEGATIVE COVENANTS
|
(I)
|
the sale or other disposition (other than to the Borrower or a Restricted Subsidiary) of Restricted Investments made by the Borrower and its Restricted Subsidiaries and from repurchases and redemptions of such Restricted Investments from the Borrower and its Restricted Subsidiaries by any Person (other than the Borrower or any of its Subsidiaries) and from repayments of loans or advances which constituted Restricted Investments (other than in each case to the extent that the Restricted Investment was made pursuant to clause (b)(viii) of this Section 6.2),
|
(II)
|
the sale (other than to the Borrower or a Restricted Subsidiary of the Borrower) of the Capital Stock of an Unrestricted Subsidiary, or
|
(III)
|
any distribution or dividend from an Unrestricted Subsidiary (to the extent such distribution or dividend is not already included in the calculation of Consolidated Net Income); plus
|
SECTION 7
|
GUARANTEE
|
SECTION 8
|
EVENTS OF DEFAULT
|
SECTION 10
|
MISCELLANEOUS
|
BORROWER:
|
MUELLER WATER PRODUCTS, INC.
By:
/s/ Evan L. Hart
Name: Evan L. Hart
Title: Chief Financial Officer
|
GUARANTORS:
|
ANVIL INTERNATIONAL LLC
ECHOLOGICS, LLC
HENRY PRATT COMPANY, LLC
HYDRO GATE, LLC
J.B. SMITH MFG CO., LLC
JAMES JONES COMPANY, LLC
MILLIKEN VALVE, LLC
MUELLER CO. INTERNATIONAL HOLDINGS, LLC
MUELLER CO. LLC
MUELLER GROUP, LLC
MUELLER INTERNATIONAL, LLC
MUELLER PROPERTY HOLDINGS, LLC
MUELLER SERVICE CALIFORNIA, INC.
MUELLER SERVICE CO., LLC
MUELLER SYSTEMS LLC
OSP, LLC
U.S. PIPE VALVE & HYDRANT, LLC
By:
/s/ Evan L. Hart
Name: Evan L. Hart
Title: Chief Financial Officer
|
•
|
By cash or check
|
•
|
By a “same day sale” arrangement
|
•
|
By delivery of other shares of Common Stock
|
•
|
Vesting Without Termination of Continuous Service. One-third of the options subject to the Option shall vest and become exercisable on each of the first three anniversaries of the Date of Grant (each, a “vesting date”), subject to the Optionholder’s Continuous Service on each such date.
|
•
|
No Fractional Shares. If, on any vesting date, the vesting schedule would result in the vesting of a fraction of a share, such fraction shall be rounded to the nearest whole share in a manner acceptable to management or any independent third party administering any terms of the Plan for the Company.
|
•
|
Termination of Continuous Service. In the event the Optionholder terminates Continuous Service for any reason before a vesting date (other than by reason of the Optionholder’s death, Disability or Retirement), all unvested shares of Common Stock subject to the Option shall be forfeited to the Company and the portion of the Option attributable to such unvested shares will lapse and terminate and shall not be exercisable by any Person.
|
•
|
Death or Disability. All shares of Common Stock subject to the Option that have not previously vested shall vest and become exercisable upon the Optionholder’s termination of Continuous Service as a result of death or Disability.
|
•
|
Retirement. In the event that an Optionholder is Retirement eligible on the Date of Grant or becomes Retirement eligible before a vesting date, the Optionholder will vest in shares of Common Stock subject to the Option that have not previously vested upon the Optionholder’s Retirement provided that the Optionholder has remained in Continuous Service from the Grant Date through at least the first anniversary of the Grant Date (for Optionholders who are not non-employee directors) or at least to the date of the next regularly scheduled annual stockholders meeting (for Optionholders who are non-employee directors). If an Optionholder who is not a non-employee director terminates Continuous Service before the first anniversary of the Grant Date or an Optionholder who is a non-employee director terminates Continuous Service before the next regularly scheduled annual stockholders meeting, the portion of the Option attributable to any unvested shares will lapse and terminate and shall not be exercisable by any Person. By way of example, (i) if an Optionholder who is not a non-employee director and who received an Option (scheduled to vest one-third on each of the first three anniversaries of the grant date) on December 3, 2013 terminates Continuous Service by reason of Retirement on December 4, 2014, then the remaining unvested shares of Common Stock subject to the Option will vest and such vested shares may be exercised immediately and (ii) if this same Optionholder terminates Continuous Serice on December 2, 2014, then none of the shares of Common Stock subject to the Option will vest and the Option will lapse and terminate and shall not be exercisable by any Person.
|
1.
|
Grant of Option. The Company hereby grants to the Optionholder named in the Notice of Grant attached to this Agreement (the “Optionholder”) an option (the “Option”) to purchase the number of shares of Common Stock (“Shares”) of the Company, as set forth in the Notice of Grant, at the exercise price per share set forth in the Notice of Grant (the “Exercise Price”), subject to the terms and conditions of the Plan, which is incorporated by reference into this Stock Option Agreement (the “Option Agreement”), the Option Agreement and the Notice of Grant. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Option Agreement, the terms and conditions of the Plan shall prevail. Optionholders who are not non-employee directors must accept this Option no later than ninety (90) days following the Date of Grant, after which time the Option and this Option Agreement shall be void and of no further effect.
|
2.
|
Exercise of Option
.
|
(a)
|
Right to Exercise
. This Option is exercisable during its term in accordance with the vesting schedule set out in the Notice of Grant and the applicable provisions of the Plan and this Option Agreement.
|
(b)
|
Method of Exercise
. This Option is exercisable by delivery of an exercise notice, in the form attached (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan and the Option Agreement. The Exercise Notice shall be completed by the Optionholder and delivered to the Company’s Stock Plan Administrator, as designated by the Company from time to time. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. The Optionholder shall also be required to make adequate provision for all withholding taxes relating to the exercise of the Option as a condition to the exercise of the Option. This Option shall be deemed to be exercised only upon receipt by the Company of such fully executed Exercise Notice accompanied by the payment of such aggregate Exercise Price and arrangement for the adequate provision for the withholding taxes relating to the exercise.
|
(c)
|
Compliance
. No Shares shall be issued pursuant to the exercise of this Option unless such issuance, exercise and the method of payment of consideration for such Shares complies with Applicable Law. This Option may not be exercised for a fraction of a share. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionholder on the date the Option is exercised with respect to such Exercised Shares. Notwithstanding the foregoing, the Company shall not be liable to the Optionholder for damages relating to any delays in issuing the certificates for the Exercised Shares to the Optionholder, any loss of the certificates, or any mistakes or errors in the issuance of the certificates or in the certificates themselves.
|
3.
|
Method of Payment
. Payment of the aggregate Exercise Price shall be by any of the following, or a combination thereof, at the election of the Optionholder:
|
(a)
|
cash or check;
|
(b)
|
consideration received by the Company under a “same day sale” program implemented by the Company in connection with the Plan; or
|
(c)
|
by delivery to the Company of other shares of Common Stock of the Company; provided, however, that if the Exercise Price of Shares acquired pursuant to this Option is paid by delivery to the Company of other Common Stock acquired, directly or indirectly from the Company, the Exercise Price shall be paid only by shares of the Common Stock of the Company that have been held by the Optionholder for more than six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes). The Optionholder may, subject to procedures satisfactory to the Board, satisfy such delivery requirement by presenting proof of beneficial ownership of such Common Stock.
|
4.
|
Period for Exercise
. Subject to the provisions of the Plan, the Notice of Grant and this Option Agreement, the Optionholder may exercise this Option as to any vested Shares at any time prior to the earliest to occur of the following:
|
(a)
|
the Term/Expiration Date set forth in the Notice of Grant;
|
(b)
|
two (2) years following the date of the Optionholder’s termination of Continuous Service as a result of death or Disability;
|
(d)
|
three (3) months following the date of the Optionholder’s termination of Continuous Service by the Company without Cause (and other than as a result of death, Disability or Retirement) or by the Optionholder for any reason; and
|
(e)
|
the date of the Optionholder’s termination of Continuous Service by the Company for Cause.
|
5.
|
Non-Transferability of Option
. This Option may not be transferred in any manner other than by will or by the laws of descent or distribution and may be exercised during the lifetime of the Optionholder only by the Optionholder. The terms of the Plan and this Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionholder.
|
6.
|
Notice of Disqualifying Disposition of ISO Shares
. If the Optionholder sells or otherwise disposes of any of the Shares acquired pursuant to an ISO (“ISO Shares”) on or before the later of (i) two years after the grant date, or (ii) one year after the exercise date, the Optionholder shall immediately notify the Company in writing of such disposition. The Optionholder understands and agrees that he or she may be subject to income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out of the current earnings paid to the Optionholder.
|
7.
|
Lock-Up
. By exercising the Option, the Optionholder agrees that the Company (or a representative of the underwriter(s)) may, in connection with an underwritten registration of the offering of any equity securities of the Company under the Securities Act require that the Optionholder not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by the Optionholder, for a period of time specified by the underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of the Company filed under the Securities Act. The Optionholder further agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop transfer instructions with respect to Shares of Common Stock until the end of such period. The underwriters of the Company’s stock are intended third party beneficiaries of this section and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.
|
8.
|
Entire Agreement; Governing Law
. The Plan and the Notice of Grant are incorporated herein by reference. Except as expressly set forth in the Notice of Grant, the Plan, the Notice of Grant and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionholder with respect to the subject matter hereof. The Company may amend the terms of the Option; provided that the rights under any Option shall not be materially impaired by any such amendment except by means of a writing signed by the Company and the Optionholder. The Option is governed by the law of the State of Delaware, without regard to the principles of conflicts of law.
|
9.
|
NO GUARANTEE OF CONTINUED SERVICE
.
T
HE OPTIONHOLDER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE, DIRECTOR, OR CONSULTANT AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES HEREUNDER). THE OPTIONHOLDER FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE, DIRECTOR, OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE OPTIONHOLDER'S RIGHT OR THE COMPANY’S RIGHT TO TERMINATE OPTIONHOLDER’S RELATIONSHIP (I) AS AN EMPLOYEE AT ANY TIME, WITH OR WITHOUT CAUSE; (II) AS A CONSULTANT PURSUANT TO THE TERMS OF THE OPTIONHOLDER'S AGREEMENT WITH THE COMPANY OR AN AFFILIATE; OR (III) AS A DIRECTOR PURSUANT TO THE BYLAWS OF THE COMPANY, AND ANY APPLICABLE PROVISIONS OF THE CORPORATE LAW OF THE SATE OR OTHER JURISDICTION IN WHICH THE COMPANY IS DOMICILED, AS THE CASE MAY BE.
|
1.
|
Exercise of Option
. Effective as of today, ______________ __, 20__, the undersigned (“Purchaser”) hereby elects to purchase ______________ shares (the “Shares”) of the Common Stock of Mueller Water Products, Inc. (the “Company”) under and pursuant to the Amended and Restated 2006 Stock Incentive Plan (the “Plan”) and the Notice of Stock Option Grant and Stock Option Agreement dated ___________ ___, 20__ (the “Option Agreement”) with the Grant Number __________. The total purchase price for the Shares shall be $______, as required by the Option Agreement.
|
2.
|
Delivery of Payment
. Purchaser herewith delivers to the Company the full purchase price for the Shares in the form of:
|
3.
|
Tax Withholding
. Purchaser has contacted the Company’s Stock Plan Administrator to confirm that the tax withholding due upon exercise of the Option is $__________.
|
4.
|
Representations of Purchaser
.
|
(a)
|
Purchaser has received, read and understood the Plan, the Notice of Grant and the Option Agreement and agrees to abide by and be bound by their terms and conditions.
|
(b)
|
Purchaser agrees: (i) to provide such additional documents as the Company may require pursuant to the terms of the Plan, (ii) to provide for the payment by Purchaser to the Company (in the manner designated by the Company) of the Company’s withholding obligation, if any, relating to the exercise of this Option, and (iii) if this exercise relates to an ISO, to notify the Company in writing promptly after the date of any disposition of any of the Shares of Common Stock issued upon exercise of this Option that occurs within two (2) years after the date of grant of the Option or within one (1) year after such Shares of Common Stock are issued upon exercise of the Option.
|
(c)
|
Purchaser hereby makes the following certifications and representations with respect to the Shares, which are being acquired by the Purchaser for his or her own account (or otherwise in compliance with applicable law) upon exercise of the Option as set forth above:
|
i.
|
If Purchaser is an officer and/or director of the Company, Purchaser has contacted the Company’s Stock Plan Administrator to determine whether he or she is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and if so:
|
◦
|
Purchaser has reviewed his or her transactions relative to Section 16 of the Exchange Act (“Section 16”);
|
◦
|
The Company has informed the Purchaser that the grant of the Option is exempt from Section 16(b) of the Exchange Act either because (i) it was approved by the Company’s Board of Directors or a committee duly authorized by the Board pursuant to the rules issued under
|
◦
|
Purchaser understands that the filing of a Form 4 with the U.S. Securities and Exchange Commission may be required because of this transaction.
|
(ii)
|
Purchaser understands that if he or she is an officer and/or director of the Company, Purchaser may be deemed an “affiliate” of the Company and is therefore subject to certain of the conditions set forth in Rule 144 of the Securities Act.
|
(iii)
|
Purchaser further acknowledges that all certificates representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to Applicable Law. Purchaser agrees that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of his or her option documents and the Plan, to all of which the Purchaser hereby expressly assents. This agreement shall inure to the benefit of and be binding upon the Purchaser’s heirs, executors, administrators, successors and assigns.
|
(iv)
|
If Purchaser is selling some or all of these Shares in accordance with the terms of the Company’s “same day sale” program, Purchaser does not have access to, nor is Purchaser aware of, any nonpublic, material information regarding the Company that could or has influenced his or her decision to sell these Shares.
|
(v)
|
Purchaser hereby agrees to notify the Company upon the transfer or sale or other disposition of the Shares acquired under any ISO exercise and agrees to hold harmless the Company regarding the reporting of income subject to the disposition of these Shares.
|
(vi)
|
Purchaser further acknowledges that he or she has received a copy of the prospectus prepared by the Company, which provides information regarding the Company, the Plan and the Shares.
|
(vii)
|
Purchaser represents that he or she is entitled to exercise the Option with respect to the number of Shares that the Purchaser wishes to purchase hereby.
|
(d)
|
Purchaser agrees that, if required by the Company (or a representative of the underwriters) in connection with an underwritten registration of the offering of any equity securities of the Company under the Securities Act, or the similar laws of a foreign jurisdiction, Purchaser will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any Shares or other securities of the Company held by Purchaser, for a period of time specified by the underwriter(s) (not to exceed one hundred eighty (180) days) following the effective date of the registration statement of the Company filed under the Securities Act. Purchaser further agrees to execute and deliver such other agreements as may be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Shares until the end of such period.
|
5.
|
Rights as Stockholder
. Until the issuance (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote or receive dividends or any other rights as a stockholder shall exist with respect to the Shares of the Company’s Common Stock subject to the Option, notwithstanding the exercise of the Option. The Shares so acquired shall be issued to the Optionholder as soon as practicable after exercise of the Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date of issuance, except as provided in the Plan.
|
6.
|
Tax Consultation
. Purchaser understands that Purchaser may suffer adverse tax consequences as a result of Purchaser's purchase or disposition of the Shares. Purchaser represents that Purchaser has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.
|
7.
|
Entire Agreement; Governing Law
. The Plan, the Notice of Grant and Option Agreement are incorporated herein by reference. This agreement, the Plan, the Notice of Grant and the Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Purchaser with respect to the subject matter hereof, and may not be modified adversely to the Purchaser's interest except by means of a writing signed by the Company and Purchaser. This agreement is governed by the law of the State of Delaware.
|
1.
|
Employment with the Company
. Except as may otherwise be provided in Section 2, the RSUs granted hereunder are granted on the condition that (1) the Participant (other than a Participant who is a non-employee director) accept this equity award no later than ninety (90) days following the Date of Grant, after which time this Agreement shall be void and of no further effect, and (2) the Participant remains in Continuous Service from the Date of Grant by the Company through (and including) the vesting date, as set forth in Section 2 (referred to herein as the “Period of Restriction”).
|
2.
|
Vesting
.
|
(a)
|
Vesting Without Termination Of Continuous Service. One-third of the RSUs shall vest on each of the first three anniversaries of the Date of Grant (each a “vesting date”), subject to the Participant’s Continuous Service on each such date.
|
(b)
|
No Fractional RSUs. If, on any vesting date, the vesting schedule would result in the vesting of a fraction of an RSU, such fraction shall be rounded to the nearest whole RSU in a manner acceptable to management or any independent third party administering any terms of the Plan for the Company.
|
(c)
|
Termination of Continuous Service. In the event of the Participant’s termination of Continuous Service for any reason during the Period of Restriction (other than by reason of the Participant’s death, Disability or Retirement, or after a Change of Control), all RSUs held by the Participant at the time of his or her termination of Continuous Service and still subject to the Period of Restriction shall be forfeited to the Company.
|
(d)
|
Death or Disability. All RSUs that have not previously vested shall vest upon the Participant’s termination of Continuous Service as a result of death or Disability.
|
(e)
|
Retirement. In the event that a Participant is Retirement eligible on the Date of Grant or becomes Retirement eligible during the Period of Restriction, the Participant will vest in RSUs that have not previously vested upon his Retirement provided that the Participant has remained in Continuous Service from the Grant Date through at least the one year anniversary of the Grant Date (for Participants who are not non-employee directors) or at least
|
(f)
|
Change of Control. Notwithstanding anything to the contrary in this Agreement, in the event of a Change of Control of the Company during the Period of Restriction and prior to the Participant’s termination of Continuous Service, the Period of Restriction imposed on the RSUs shall immediately lapse, with all such RSUs becoming vested, subject to applicable federal and state securities laws. Notwithstanding the foregoing, a transaction or series of transactions in which the Company separates one or more of its existing businesses, whether by sale, spin-off or otherwise, and whether or not any such transaction or series of transactions requires a vote of the stockholders, shall not be considered a “Change of Control.”
|
3.
|
Timing of Payout
.
|
(a)
|
No Termination of Continuous Service. The number of RSUs vesting on each vesting date shall be paid out on the thirtieth (30
th
) day following such vesting date.
|
(b)
|
Death, Disability or Change of Control. In the event the Participant terminates Continuous Service by reason of death or Disability, or after a Change of Control, prior to any vesting date, payout of all RSUs shall be made on the thirtieth (30
th
) day following the date of such termination of Continuous Service; provided, however, that such termination of Continuous Service also constitutes a "separation from service" within the meaning of Section 409A of the Code.
|
(c)
|
Retirement. In the event the Participant terminates Continuous Service by reason of Retirement and the Participant was in Continuous Service from the Grant Date through at least the first anniversary of the Grant Date, the number of RSUs that would otherwise vest on each vesting date shall be paid out to the Participant on the thirtieth (30
th
) day following each such vesting date as if the Participant had remained in Continuous Service. By way of example, (i) if a Participant who received a grant of RSUs (scheduled to vest one-third on each of the first three anniversaries of the grant date) on December 3, 2013 terminates Continuous Service by reason of Retirement on December 4, 2014, then the remaining outstanding RSUs will vest and be paid according to the original vesting schedule on December 3, 2015 and December 3, 2016 and (ii) if this same Participant terminates Continuous Service on December 2, 2014, then none of the RSUs subject to the grant will vest and all will be forfeited to the Company.
|
4.
|
Form of Payout
. Vested RSUs will be paid out solely in the form of shares of Common Stock of the Company or such other security as Common Stock shall be converted into in the future.
|
5.
|
Voting Rights and Dividends
. Until such time as the RSUs are paid out in shares of Company Stock, the Participant shall not have voting rights. Further, no dividends shall be paid on any RSUs.
|
6.
|
Restrictions on Transfer
. Unless and until actual shares of stock of the Company are received upon payout, RSUs granted pursuant to this Agreement may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (a “Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any Transfer, whether voluntary or involuntary, of RSUs is made, or if any attachment, execution, garnishment, or lien shall be issued against or placed upon the RSUs, the Participant’s right to such RSUs shall be immediately forfeited by the Participant to the Company, and this Agreement shall lapse.
|
7.
|
Recapitalization
. In the event of any change in the capitalization of the Company such as a stock split or corporate transaction such as any merger, consolidation, separation, or otherwise, the number and class of RSUs subject to this Agreement shall be equitably adjusted by the Committee, as set forth in the Plan, to prevent dilution or enlargement of rights.
|
8.
|
Beneficiary Designation
. The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under this Agreement is paid in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and shall be effective only when filed by the Participant in writing with the Secretary of the Company during his or her lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to his or her estate.
|
9.
|
Continuation of Employment
. This Agreement shall not confer upon the Participant any right to continue employment with the Company or its Subsidiaries, nor shall this Agreement interfere in any way with the Company’s or its Subsidiaries’ right to terminate the Participant’s employment at any time. For purposes of this Agreement, “Termination of Employment” shall mean termination or cessation of the Participant’s employment with the Company and its Subsidiaries for any reason (or no reason), whether the termination of employment is instituted by the Participant or the Company or a Subsidiary, and whether the termination of employment is with or without cause.
|
10.
|
Noncompetition
. Upon termination other than involuntary termination not for cause, the Participant agrees that, for one year following such termination, he or she will not engage in executive or management services for a company that, within the 12 months prior to the termination, sold products that compete with the products of the Company or its subsidiaries (a “Competitor,” and such products being a “Competitor’s Products”) within 25 miles of any location in the United States where the Company or its subsidiaries had sales of products (the “Restricted Area”) at the time of such termination.
|
(a)
|
The Participant is familiar with the businesses of the Company and its Subsidiaries and the commercial and competitive nature of the industry and recognizes that the value of the Company’s business would be injured if the Participant performed Competitive Services for a Competing Business;
|
(b)
|
This covenant not to compete is essential to the continued good will and profitability of the Company;
|
(c)
|
In the course of employment with the Company or its Subsidiaries, the Participant will become familiar with the trade secrets and other Confidential Information (as defined below) of the Company and its Subsidiaries, affiliates, and other related entities, and that the Participant’s services will be of special, unique, and extraordinary value to the Company; and
|
(d)
|
The Participant’s skills and abilities should enable him or her to seek and obtain similar employment in a business other than a Competing Business, and the Participant possesses other skills that will serve as the basis for employment opportunities that are not prohibited by this covenant not to compete. Following the Participant’s Termination of Employment with the Company, he or she expects to be able to earn a livelihood without violating the terms of this Agreement.
|
11.
|
Nonsolicitation of Employees
. During the term of the Participant’s employment with the Company or its Subsidiaries and for a period of twelve (12) months following the Participant’s Termination of Employment, the Participant shall not, either on his or her own account or for any person, entity, business or enterprise within the Restricted Area: (a) solicit any employee of the Company or its Subsidiaries with whom the Participant had contact during the two (2) years prior to his or her Termination of Employment to leave his or her employment with the Company or its Subsidiaries; or (b) induce or attempt to induce any such employee to breach any employment agreement with the Company.
|
12.
|
Nonsolicitation of Customers
. During the term of the Participant’s employment with the Company or its Subsidiaries and for a period of one year following the Participant’s Termination of Employment, the Participant shall not directly or indirectly solicit or attempt to solicit any current customer of the Company or any of its Subsidiaries with which the Participant had Material Contact (as defined below) during the two (2) years prior to his or her Termination of Employment: (a) to cease doing business in whole or in part with or through the Company or any of its Subsidiaries; or (b) to do business with any other person, entity, business or enterprise which performs services competitive to those provided by the Company or any of its Subsidiaries. This restriction on post-employment conduct shall apply only to solicitation for the purpose of selling or offering products or services that are similar to or which compete with those products or services offered by the Company or its Subsidiaries during the period of the Participant’s employment. For purposes of this Section, “Material Contact” shall be defined as any communication intended or expected to develop or further a business relationship and customers about which the employee learned confidential information as a result of his or her employment.
|
13.
|
Developments
. The Participant agrees that all inventions, improvements, trade secrets, reports, manuals, computer programs, systems, tapes and other ideas and materials developed or invented by him or her during the period of his or her employment with the Company or its Subsidiaries, either solely or in collaboration with others, which relate to the actual or anticipated business or research of the Company or its Subsidiaries, which result from or are suggested by any work the Participant may do for the Company or its Subsidiaries, or which result from use of the Company’s or its
|
14.
|
Non-Disparagement
. The Participant agrees that neither during his or her employment nor following his or her Termination of Employment and continuing for so long as the Company or any affiliate, successor or assigns thereof carries on the name or like business within the Restricted Area, the Participant shall not, directly or indirectly, for himself or herself or on behalf of, or in conjunction with, any other person, persons, company, partnership, corporation, business entity or otherwise make any statements that are inflammatory, detrimental, slanderous, or materially negative in any way to the interests of the Company or its Subsidiaries or other affiliated entities.
|
15.
|
Confidentiality and Nondisclosure
.
|
(a)
|
The Participant agrees that he or she will not, other than in performance of his or her duties for the Company or its Subsidiaries, disclose or divulge to Third Parties (as defined below) or use or exploit for his or her own benefit or for the benefit of Third Parties any Confidential Information, including trade secrets. For the purposes of this Agreement, “Confidential Information” shall mean confidential and proprietary information, trade secrets, knowledge or data relating to the Company and its Subsidiaries and their businesses, including but not limited to information disclosed to the Participant, or known by the Participant as a consequence of or through employment with the Company or its Subsidiaries, where such information is not generally known in the trade or industry, and where such information refers or relates in any manner whatsoever to the business activities, processes, services, or products of the Company or its Subsidiaries; business and development plans (whether contemplated, initiated, or completed); mergers and acquisitions; pricing information; business contacts; sources of supply; customer information (including customer lists, customer preferences, and sales history); methods of operation; results of analysis; customer lists (including advertising contacts); business forecasts; financial data; costs; revenues; information maintained in electronic form (such as e-mails, computer files, or information on a cell phone, Blackberry, or other personal data device); and similar information. Confidential Information shall not include any data or information in the public domain, other than as a result of a breach of this Agreement. The provisions of this paragraph shall apply to the Participant at any time during his or her employment with the Company or its Subsidiaries and for a period of two (2) years following his or her Termination of Employment or, if the Confidential Information is a trade secret, such longer period of time as may be permitted by controlling trade secret laws.
|
(b)
|
The Participant acknowledges and agrees that the Confidential Information is necessary for the Company’s ability to compete with its competitors. The Participant further acknowledges and agrees that the prohibitions against disclosure and use of Confidential Information recited herein are in addition to, and not in lieu of, any rights or remedies that the Company or a Subsidiary may have available pursuant to the laws of the State of Delaware to prevent the disclosure of trade secrets or proprietary information, including but not limited to the Delaware Uniform Trade Secrets Act, 6 Del. Code Ann. §2001,
et seq
. The Participant agrees that this non-disclosure obligation may extend longer than two (2) years following his or her Termination of Employment as to any materials or information that constitutes a trade secret under the Delaware Uniform Trade Secrets Act.
|
(c)
|
For purposes of this Agreement, “Third Party” or “Third Parties” shall mean persons, sole proprietorships, firms, partnerships, limited liability partnerships, associations, corporations, limited liability companies, and all other business organizations and entities, excluding the Participant and the Company.
|
(d)
|
The Participant agrees to take all reasonable precautions to safeguard and prevent disclosure of Confidential Information to unauthorized persons or entities.
|
16.
|
Intellectual Property
. The Participant agrees that he or she has no right to use for the benefit of the Participant or anyone other than the Company or its Subsidiaries, any of the copyrights, trademarks, service marks, patents, and inventions of the Company or its Subsidiaries.
|
17.
|
Injunctive Relief
. The Participant and the Company recognize that breach of the provisions of this Agreement restricting the Participant’s activities would give rise to immediate and irreparable injury to the Company that is inadequately compensable in damages. In the event of a breach or threatened breach of the restrictions contained in this Agreement regarding noncompetition, nonsolicitation of employees, nonsolicitation of customers, Developments, non-disparagement, confidentiality and nondisclosure of Confidential Information, and intellectual property (collectively, the “Covenants”), the Participant agrees and consents that the Company shall be entitled to injunctive relief, both preliminary and permanent, without bond, in addition to reimbursement from the Participant for all reasonable attorneys’ fees and expenses incurred by the Company in enforcing these provisions, should the Company prevail. The Participant also agrees not raise the defense that the Company has an adequate remedy at law. In addition, the Company shall be entitled to any other legal or equitable remedies as may be available under law. The remedies provided in this Agreement shall be deemed cumulative and the exercise of one shall not preclude the exercise of any other remedy at law or in equity for the same event or any other event.
|
18.
|
Dispute Resolution; Agreement to Arbitrate.
|
(a)
|
The Participant and the Company agree that final and binding arbitration shall be the exclusive remedy for any controversy, dispute, or claim arising out of or relating to this Agreement.
|
(b)
|
This Section covers all claims and actions of whatever nature, both at law and in equity, including, but not limited to, any claim for breach of contract (including this Agreement), and includes claims against the Participant and claims against the Company and its Subsidiaries and/or any parents, affiliates, owners, officers, directors, employees, agents, general partners or limited partners of the Company, to the extent such claims involve, in any way, this Agreement. This Section covers all judicial claims that could be brought by either party to this Agreement, but does not cover the filing of charges with government agencies that prohibit waiver of the right to file a charge.
|
(c)
|
The arbitration proceeding will be administered by a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association, taking into account the need for speed and confidentiality. The Arbitrator shall be an attorney or judge with experience in contract litigation and selected pursuant to the applicable rules of the American Arbitration Association.
|
(d)
|
The place and situs of arbitration shall be Wilmington, Delaware (or such other location as may be mutually agreed to by the parties). The Arbitrator may adopt the Commercial Arbitration Rules of the American Arbitration Association, but shall be entitled to deviate from such rules in the Arbitrator’s sole discretion in the interest of a speedy resolution of any dispute or as the Arbitrator shall deem just. The parties agree to facilitate the arbitration by (a) making available to each other and to the Arbitrator for inspection and review all documents, books and records as the Arbitrator shall determine to be relevant to the dispute, (b) making individuals under their control available to other parties and the Arbitrator and (c) observing strictly the time periods established by the Arbitrator for the submission of evidence and pleadings. The Arbitrator shall have the power to render declaratory judgments, as well as to award monetary claims, provided that the Arbitrator shall not have the power to act (i) outside the prescribed scope of this Agreement, or (ii) without providing an opportunity to each party to be represented before the Arbitrator.
|
(e)
|
The Arbitrator’s award shall be in writing. The arbitrator shall allocate the costs and expenses of the proceedings between the parties and shall award interest as the Arbitrator deems appropriate. The arbitration judgment shall be final and binding on the parties. Judgment on the Arbitrator’s award may be entered in any court having jurisdiction.
|
(f)
|
The Participant and the Company agree and understand that by executing this Agreement and agreeing to this Arbitration provision, they are giving up their rights to trial by jury for any dispute related to this Agreement.
|
19.
|
Clawback
.
|
(a)
|
In the event of a breach of this Agreement by the Participant or a material breach of Company policy or laws or regulations that could result in a termination for cause (whether or not the Participant is terminated), then the RSUs granted hereby shall be void and of no effect, unless the Committee determines otherwise.
|
(b)
|
In the event of financial impropriety by the Participant that results in a restatement of the financial statements of the Company for any applicable period (the “Applicable Period”), as determined by the Audit Committee or the Company’s independent registered public accounting firm; then, if the award granted hereby is made during the Applicable Period or within 90 days after the end of such Applicable Period, the number of RSUs granted hereunder shall be reduced by a fraction:
|
(i)
|
The numerator of which is the amount of operating income decline for the Applicable Period caused by such restatement or breach, and
|
(ii)
|
The denominator of which is the amount of operating income previously determined for the Applicable Period, or if the breach does not result in a decrease in the amount of operating income, the fraction shall be 50%.
|
(c)
|
In addition to the foregoing, if the Participant has realized any profits from the sale of other Company’s securities during the 12-month period prior to the discovery of breach or financial impropriety referred to above, the Participant shall reimburse the Company for those profits to the extent required by the Company’s Clawback Policy.
|
(d)
|
The Company shall have the right to offset future compensation, including, at its sole discretion, stock compensation, to recover any amounts that may be recovered by the Company hereunder.
|
20.
|
Miscellaneous
.
|
(a)
|
This Agreement and the rights of the Participant hereunder are subject to all the terms and conditions of the Plan, as the same may be amended from time to time, as well as to such rules and regulations as the Committee may adopt for administration of the Plan. The Committee shall have the right to impose such restrictions on any shares acquired pursuant to this Agreement, as it may deem advisable, including, without limitation, restrictions under applicable federal securities laws, under the requirements of any stock exchange or market upon which such shares are then listed and/or traded, under any blue sky or state securities laws applicable to such shares. It is expressly understood that the Committee is authorized to administer, construe, and make all determinations necessary or appropriate to the administration of the Plan and this Agreement, all of which shall be binding upon the Participant.
|
(b)
|
The Committee may terminate, amend, or modify the Plan and this Agreement under the terms of and as set forth in the Plan.
|
(c)
|
The Participant may elect, subject to any procedural rules adopted by the Committee, to satisfy the withholding requirement, in whole or in part, by having the Company withhold and sell shares having an aggregate Fair Market Value on the date the tax is to be determined, equal to the amount required to be withheld, subject to the restrictions imposed by applicable securities laws and Company policies regarding trading in its shares.
|
(d)
|
The Participant agrees to take all steps necessary to comply with all applicable provisions of federal and state securities laws in exercising his or her rights under this Agreement.
|
(e)
|
This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.
|
(f)
|
This Agreement and the Plan constitute the entire understanding between the Participant and the Company regarding the RSUs granted hereunder. This Agreement and the Plan supersede any prior agreements, commitments or negotiations concerning the RSUs granted hereunder.
|
(g)
|
All rights and obligations of the Company under the Plan and this Agreement, shall inure to the benefit of and be binding on any successor to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
|
(h)
|
To the extent not preempted by the laws of the United States, the laws of the State of Delaware shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws.
|
(i)
|
The Participant acknowledges and agrees that the Covenants and other provisions contained herein are reasonable and valid and do not impose limitations greater than those that are necessary to protect the business interests and Confidential Information of the Company. The Company and the Participant agree that the invalidity or unenforceability of any one or more of the Covenants, other provisions, or parts thereof of this Agreement shall not affect the validity or enforceability of the other Covenants, provisions, or parts thereof, all of which are inserted conditionally on their being valid in law, and in the event one or more Covenants, provisions, or parts thereof contained herein shall be invalid, this Agreement shall be construed as if such invalid Covenants, provisions, or parts thereof had not been inserted. The Participant and the Company agree that the Covenants and other provisions contained in this Agreement are severable and divisible, that none of such Covenants or provisions depend on any other Covenant or provision for their enforceability, that each such Covenant and provision constitutes an enforceable obligation between the Company and the Participant, that each such Covenant and provision shall be construed as an agreement independent of any other Covenant or provision of this Agreement, and that the existence of any claim or cause of action by one party to this Agreement against another party to this Agreement, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by any party to this Agreement of any such Covenant or provision.
|
(j)
|
If any of the provisions contained in this Agreement relating to the Covenants or other provisions contained herein, or any part thereof, are determined to be unenforceable because of the length of any period of time, the size of any area, the scope of activities or similar term contained therein, then such period of time, area, scope of activities or similar term shall be considered to be adjusted to a period of time, area, scope of activities or similar term which would cure such invalidity, and such Covenant or provision in its reduced form shall then be enforced to the maximum extent permitted by applicable law.
|
(k)
|
This Agreement is intended to satisfy the requirements of Section 409A of the Code and shall be construed accordingly. To the extent that any amount or benefit that constitutes nonqualified deferred compensation under Section 409A of the Code, and that is not exempt under Section 409A, is otherwise payable or distributable to him or her on account of separation from service (within the meaning of Section 409A of the Code) while he or she is a specified employee (within the meaning of Section 409A of the Code), such amount or benefit shall be paid or distributed on the later
|
(l)
|
The parties agree that the mutual promises and covenants contained in this Agreement constitute good and valuable consideration.
|
EXECUTION VERSION
|
By:
|
/s/ Evan L. Hart
|
Name:
|
Evan L. Hart
|
Title:
|
Chief Financial Officer
|
|
|
Year ended September 30,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
Income (loss) before income taxes
|
|
$
|
73.5
|
|
|
$
|
44.2
|
|
|
$
|
2.7
|
|
|
$
|
(12.9
|
)
|
|
$
|
(2.9
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fixed charges:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total interest including amortization of debt discount and issue costs
|
|
$
|
50.0
|
|
|
$
|
52.0
|
|
|
$
|
60.2
|
|
|
$
|
65.9
|
|
|
$
|
68.3
|
|
Estimated interest within rent expense
|
|
3.1
|
|
|
2.8
|
|
|
2.8
|
|
|
2.8
|
|
|
3.0
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total fixed charges charges
|
|
$
|
53.1
|
|
|
$
|
54.8
|
|
|
$
|
63.0
|
|
|
$
|
68.7
|
|
|
$
|
71.3
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings
(1)
|
|
$
|
126.6
|
|
|
$
|
99.0
|
|
|
$
|
65.7
|
|
|
$
|
55.8
|
|
|
$
|
68.4
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratio of earnings to fixed charges
(2)
|
|
2.4
|
|
|
1.8
|
|
1.0
|
|
|
—
|
|
|
—
|
|
(1)
|
For these ratios, “earnings” represents income (loss) before income taxes plus fixed charges.
|
(2)
|
Due to losses during
2011
and
2010
, 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
and
$2.9 million
for
2011
and
2010
, 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
|
Delaware
|
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
|