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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 Exchange 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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Seasonality
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Item 7A.
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Item 8.
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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 is incorporated by reference from our definitive proxy statement that will be issued in connection with the upcoming 2019 Annual Meeting of Stockholders.
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Item 1.
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BUSINESS
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Infrastructure
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Technologies
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Canada Valve™
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Echologics®
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Centurion®
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Echoshore®
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Hydro Gate®
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ePulse®
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Hydro-Guard®
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Hersey™
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Jones®
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LeakFinderRT®
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Milliken™
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LeakFinderST™
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Mueller®
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LeakListener®
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Singer™
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LeakTuner®
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Pratt®
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Mi.Echo®
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Mi.Data®
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Mi.Hydrant™
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Mi.Net®
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Mueller Systems®
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Location
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Expiration of current agreement(s)
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Chattanooga, TN
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October 2019 and January 2020
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Decatur, IL
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June 2020
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Albertville, AL
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October 2020
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Aurora, IL
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September 2021
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•
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Diversion of management time and attention from existing operations;
|
•
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Difficulties in integrating acquired businesses, technologies and personnel into our business or into our compliance and control programs, particularly those that involve international operations such as our pending acquisition of Krausz Industries, Ltd expected to close in December 2018, which is based in Tel Aviv, Israel (“Krausz Industries”);
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•
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Working with partners or other ownership structures with shared decision-making authority (our interests and other ownership interests may be inconsistent);
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•
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Difficulties in obtaining and verifying relevant information regarding a business or technology prior to the consummation of the transaction, including the identification and assessment of liabilities, claims or other circumstances, including those relating to intellectual property claims, that could result in litigation or regulatory exposure;
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•
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Assumptions of liabilities that exceed our estimated amounts;
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•
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Verifying the financial statements and other business information of an acquired business;
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•
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Inability to obtain required regulatory approvals and/or required financing on favorable terms;
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•
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Potential loss of key employees, contractual relationships or customers;
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•
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Increased operating expenses related to the acquired businesses or technologies;
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•
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The failure of new technologies, products or services to gain market acceptance with acceptable profit margins;
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•
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Entering new markets in which we have little or no experience or in which competitors may have stronger market positions;
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•
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Dilution of interests of holders of our common shares through the issuance of equity securities or equity-linked securities; and
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•
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Inability to achieve expected synergies.
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•
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Catastrophic events, such as fires, floods, explosions, natural disasters, severe weather or other similar occurrences;
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•
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Interruptions in the delivery of raw materials, shortages of equipment or spare parts, or other manufacturing inputs;
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•
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Adverse government regulations;
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•
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Equipment or information systems breakdowns or failures;
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•
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Violations of our permit requirements or revocation of permits;
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•
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Releases of pollutants and hazardous substances to air, soil, surface water or ground water; and
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•
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Labor disputes.
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Item 2.
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PROPERTIES
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Location
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Activity
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Size
(sq. ft.)
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Owned or
leased
|
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Infrastructure:
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|
|
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|
|
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Albertville, AL
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Manufacturing
|
|
422,000
|
|
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Owned
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Aurora, IL
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Manufacturing
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|
147,000
|
|
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Owned
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Aurora, IL
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Distribution
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84,000
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|
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Leased
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Barrie, Ontario
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Distribution
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50,000
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|
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Leased
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Brownsville, TX
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Manufacturing
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50,000
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|
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Leased
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Calgary, Alberta
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Distribution
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11,000
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|
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Leased
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Chattanooga, TN
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Manufacturing
|
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525,000
|
|
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Owned
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Chattanooga, TN
|
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General and administration
|
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17,000
|
|
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Leased
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Chattanooga, TN
|
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Research and development
|
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22,000
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|
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Leased
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Cleveland, TN
|
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Manufacturing
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|
109,500
|
|
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Owned
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Decatur, IL
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Manufacturing
|
|
467,000
|
|
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Owned
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Hammond, IN
|
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Manufacturing
|
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51,000
|
|
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Owned
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Jingmen, China
|
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Manufacturing
|
|
154,000
|
|
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Owned
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Ontario, CA
|
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Distribution
|
|
73,000
|
|
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Leased
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Surrey, British Columbia
|
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Manufacturing
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33,000
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|
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Leased
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Tai Cang, China
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Manufacturing
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|
19,000
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|
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Leased
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Woodland, WA
|
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Manufacturing
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20,000
|
|
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Leased
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Sharjah, United Arab Emirates
|
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Distribution
|
|
10,000
|
|
|
Leased
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Technologies:
|
|
|
|
|
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Cleveland, NC
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Manufacturing
|
|
190,000
|
|
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Owned
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Middleborough, MA
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Research and development
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26,000
|
|
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Leased
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Toronto, Ontario
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Research and development
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14,000
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|
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Leased
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Corporate:
|
|
|
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Atlanta, GA
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Corporate headquarters
|
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25,000
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|
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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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Item 6.
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SELECTED FINANCIAL DATA
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2018
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2017
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2016
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2015
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2014
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||||||||||
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(in millions, except per share data)
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||||||||||||||||||
Statement of operations data:
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||||||||||
Net sales
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$
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916.0
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|
|
$
|
826.0
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$
|
800.6
|
|
|
$
|
793.4
|
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|
$
|
783.3
|
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Cost of sales
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|
626.1
|
|
|
558.1
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|
|
531.7
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|
|
547.5
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|
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548.2
|
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|||||
Gross profit
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|
289.9
|
|
|
267.9
|
|
|
268.9
|
|
|
245.9
|
|
|
235.1
|
|
|||||
Selling, general and administrative expenses
|
|
166.7
|
|
|
155.4
|
|
|
149.5
|
|
|
147.6
|
|
|
151.2
|
|
|||||
Loss on Walter receivable
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11.6
|
|
|
—
|
|
|||||
Gain on sale of idle property
|
|
(9.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other charges
|
|
10.5
|
|
|
10.4
|
|
|
7.2
|
|
|
7.9
|
|
|
3.1
|
|
|||||
Interest expense, net
|
|
20.9
|
|
|
22.2
|
|
|
23.6
|
|
|
27.5
|
|
|
49.6
|
|
|||||
Loss on early extinguishment of debt
|
|
6.5
|
|
|
—
|
|
|
—
|
|
|
31.3
|
|
|
1.0
|
|
|||||
Pension costs other than service
|
|
1.0
|
|
|
1.4
|
|
|
19.3
|
|
|
(0.8
|
)
|
|
(0.2
|
)
|
|||||
Gain on settlement of interest rate swap contracts
|
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income before income taxes
|
|
95.7
|
|
|
78.5
|
|
|
69.3
|
|
|
20.8
|
|
|
30.4
|
|
|||||
Income tax (benefit) expense
|
|
(9.9
|
)
|
|
24.2
|
|
|
24.2
|
|
|
8.3
|
|
|
1.5
|
|
|||||
Income from continuing operations
|
|
105.6
|
|
|
54.3
|
|
|
45.1
|
|
|
12.5
|
|
|
28.9
|
|
|||||
Discontinued operations(1)
|
|
—
|
|
|
69.0
|
|
|
18.8
|
|
|
18.4
|
|
|
26.6
|
|
|||||
Net income
|
|
$
|
105.6
|
|
|
$
|
123.3
|
|
|
$
|
63.9
|
|
|
$
|
30.9
|
|
|
$
|
55.5
|
|
Earnings per basic share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.67
|
|
|
$
|
0.34
|
|
|
$
|
0.28
|
|
|
$
|
0.08
|
|
|
$
|
0.18
|
|
Discontinued operations(1)
|
|
—
|
|
|
0.43
|
|
|
0.12
|
|
|
0.11
|
|
|
0.17
|
|
|||||
Net income
|
|
$
|
0.67
|
|
|
$
|
0.77
|
|
|
$
|
0.40
|
|
|
$
|
0.19
|
|
|
$
|
0.35
|
|
Earnings per diluted share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
|
$
|
0.66
|
|
|
$
|
0.34
|
|
|
$
|
0.28
|
|
|
$
|
0.08
|
|
|
$
|
0.18
|
|
Discontinued operations(1)
|
|
—
|
|
|
0.42
|
|
|
0.11
|
|
|
0.11
|
|
|
0.16
|
|
|||||
Net income
|
|
$
|
0.66
|
|
|
$
|
0.76
|
|
|
$
|
0.39
|
|
|
$
|
0.19
|
|
|
$
|
0.34
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
|
158.2
|
|
|
160.1
|
|
|
161.3
|
|
|
160.5
|
|
|
159.2
|
|
|||||
Diluted
|
|
159.7
|
|
|
161.8
|
|
|
163.4
|
|
|
163.2
|
|
|
162.2
|
|
|||||
Balance sheet data (at September 30):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
|
$
|
347.1
|
|
|
$
|
361.7
|
|
|
$
|
195.0
|
|
|
$
|
113.1
|
|
|
$
|
161.1
|
|
Working capital
|
|
518.4
|
|
|
528.7
|
|
|
426.5
|
|
|
381.5
|
|
|
363.0
|
|
|||||
Property, plant and equipment, net
|
|
150.9
|
|
|
122.3
|
|
|
108.4
|
|
|
100.0
|
|
|
96.2
|
|
|||||
Total assets
|
|
1,291.9
|
|
|
1,258.3
|
|
|
1,280.6
|
|
|
1,229.8
|
|
|
1,312.5
|
|
|||||
Total debt
|
|
445.0
|
|
|
480.6
|
|
|
484.4
|
|
|
488.3
|
|
|
540.3
|
|
|||||
Long-term liabilities
|
|
560.0
|
|
|
627.2
|
|
|
675.3
|
|
|
694.0
|
|
|
716.5
|
|
|||||
Total liabilities
|
|
727.1
|
|
|
768.8
|
|
|
861.1
|
|
|
862.0
|
|
|
960.9
|
|
|||||
Total equity
|
|
564.8
|
|
|
489.5
|
|
|
419.5
|
|
|
367.8
|
|
|
351.6
|
|
|||||
Other data (year ended September 30):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Depreciation and amortization
|
|
43.7
|
|
|
41.9
|
|
|
39.5
|
|
|
43.4
|
|
|
42.5
|
|
|||||
Capital expenditures
|
|
55.7
|
|
|
40.6
|
|
|
31.5
|
|
|
27.2
|
|
|
25.3
|
|
|||||
Cash dividends declared per share
|
|
0.190
|
|
|
0.150
|
|
|
0.100
|
|
|
0.075
|
|
|
0.070
|
|
(1)
|
In 2017, we sold Anvil. The results of its operations and the gain on the sale of Anvil are classified as discontinued operations for 2014 through 2017, as applicable.
|
Item 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Year ended September 30, 2018
|
||||||||||||||
|
Infrastructure
|
|
Technologies
|
|
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales
|
$
|
818.8
|
|
|
$
|
97.2
|
|
|
$
|
—
|
|
|
$
|
916.0
|
|
Gross profit
|
$
|
284.7
|
|
|
$
|
5.2
|
|
|
$
|
—
|
|
|
$
|
289.9
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
104.5
|
|
|
29.5
|
|
|
32.7
|
|
|
166.7
|
|
||||
Gain on sale of idle property
|
—
|
|
|
—
|
|
|
(9.0
|
)
|
|
(9.0
|
)
|
||||
Other charges
|
0.1
|
|
|
0.1
|
|
|
10.3
|
|
|
10.5
|
|
||||
|
104.6
|
|
|
29.6
|
|
|
34.0
|
|
|
168.2
|
|
||||
Operating income (loss)
|
$
|
180.1
|
|
|
$
|
(24.4
|
)
|
|
$
|
(34.0
|
)
|
|
121.7
|
|
|
Pension costs other than service
|
|
|
|
|
|
|
1.0
|
|
|||||||
Interest expense, net
|
|
|
|
|
|
|
20.9
|
|
|||||||
Loss on early extinguishment of debt
|
|
|
|
|
|
|
6.5
|
|
|||||||
Gain on settlement of interest rate swap contracts
|
|
|
|
|
|
|
(2.4
|
)
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
95.7
|
|
|||||||
Income tax benefit
|
|
|
|
|
|
|
(9.9
|
)
|
|||||||
Income from continuing operations
|
|
|
|
|
|
|
$
|
105.6
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
|
Year ended September 30, 2017
|
||||||||||||||
|
Infrastructure
|
|
Technologies
|
|
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales
|
$
|
739.9
|
|
|
$
|
86.1
|
|
|
$
|
—
|
|
|
$
|
826.0
|
|
Gross profit
|
$
|
259.9
|
|
|
$
|
8.0
|
|
|
$
|
—
|
|
|
$
|
267.9
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
93.4
|
|
|
27.6
|
|
|
34.4
|
|
|
155.4
|
|
||||
Other charges
|
2.7
|
|
|
0.7
|
|
|
7.0
|
|
|
10.4
|
|
||||
|
96.1
|
|
|
28.3
|
|
|
41.4
|
|
|
165.8
|
|
||||
Operating income (loss)
|
$
|
163.8
|
|
|
$
|
(20.3
|
)
|
|
$
|
(41.4
|
)
|
|
102.1
|
|
|
Pension costs other than service
|
|
|
|
|
|
|
1.4
|
|
|||||||
Interest expense, net
|
|
|
|
|
|
|
22.2
|
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
78.5
|
|
|||||||
Income tax expense
|
|
|
|
|
|
|
24.2
|
|
|||||||
Income from continuing operations
|
|
|
|
|
|
|
$
|
54.3
|
|
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Term Loan
|
$
|
14.4
|
|
|
$
|
19.1
|
|
5.5% Senior Notes
|
7.5
|
|
|
—
|
|
||
Interest rate swap contracts
|
0.6
|
|
|
1.9
|
|
||
Deferred financing costs amortization
|
1.6
|
|
|
1.8
|
|
||
ABL Agreement
|
0.6
|
|
|
0.8
|
|
||
Other interest expense
|
0.6
|
|
|
0.6
|
|
||
|
25.3
|
|
|
24.2
|
|
||
Interest income
|
(4.4
|
)
|
|
(2.0
|
)
|
||
|
$
|
20.9
|
|
|
$
|
22.2
|
|
|
Year ended September 30, 2017
|
||||||||||||||
|
Infrastructure
|
|
Technologies
|
|
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales
|
$
|
739.9
|
|
|
$
|
86.1
|
|
|
$
|
—
|
|
|
$
|
826.0
|
|
Gross profit
|
$
|
259.9
|
|
|
$
|
8.0
|
|
|
$
|
—
|
|
|
$
|
267.9
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
93.4
|
|
|
27.6
|
|
|
34.4
|
|
|
155.4
|
|
||||
Other charges
|
2.7
|
|
|
0.7
|
|
|
7.0
|
|
|
10.4
|
|
||||
|
96.1
|
|
|
28.3
|
|
|
41.4
|
|
|
165.8
|
|
||||
Operating income (loss)
|
$
|
163.8
|
|
|
$
|
(20.3
|
)
|
|
$
|
(41.4
|
)
|
|
102.1
|
|
|
Pension costs other than service
|
|
|
|
|
|
|
1.4
|
|
|||||||
Interest expense, net
|
|
|
|
|
|
|
22.2
|
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
78.5
|
|
|||||||
Income tax expense
|
|
|
|
|
|
|
24.2
|
|
|||||||
Income from continuing operations
|
|
|
|
|
|
|
$
|
54.3
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
|
Year ended September 30, 2016
|
||||||||||||||
|
Infrastructure
|
|
Technologies
|
|
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales
|
$
|
715.7
|
|
|
$
|
84.9
|
|
|
$
|
—
|
|
|
$
|
800.6
|
|
Gross profit
|
$
|
251.7
|
|
|
$
|
17.2
|
|
|
$
|
—
|
|
|
$
|
268.9
|
|
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Selling, general and administrative
|
88.4
|
|
|
27.4
|
|
|
33.7
|
|
|
149.5
|
|
||||
Other charges
|
0.8
|
|
|
0.9
|
|
|
5.5
|
|
|
7.2
|
|
||||
|
89.2
|
|
|
28.3
|
|
|
39.2
|
|
|
156.7
|
|
||||
Operating income (loss)
|
$
|
162.5
|
|
|
$
|
(11.1
|
)
|
|
$
|
(39.2
|
)
|
|
112.2
|
|
|
Pension costs other than service
|
|
|
|
|
|
|
19.3
|
|
|||||||
Interest expense, net
|
|
|
|
|
|
|
23.6
|
|
|||||||
Income before income taxes
|
|
|
|
|
|
|
69.3
|
|
|||||||
Income tax expense
|
|
|
|
|
|
|
24.2
|
|
|||||||
Income from continuing operations
|
|
|
|
|
|
|
$
|
45.1
|
|
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Term Loan
|
$
|
19.1
|
|
|
$
|
20.5
|
|
Interest rate swap contracts
|
1.9
|
|
|
—
|
|
||
Deferred financing costs amortization
|
1.8
|
|
|
1.9
|
|
||
ABL Agreement
|
0.8
|
|
|
1.1
|
|
||
Other interest expense
|
0.6
|
|
|
0.5
|
|
||
|
24.2
|
|
|
24.0
|
|
||
Interest income
|
(2.0
|
)
|
|
(0.4
|
)
|
||
|
$
|
22.2
|
|
|
$
|
23.6
|
|
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Collections from customers
|
$
|
895.5
|
|
|
$
|
816.6
|
|
Disbursements, other than interest and income taxes
|
(742.8
|
)
|
|
(705.8
|
)
|
||
Interest payments, net
|
(8.9
|
)
|
|
(19.5
|
)
|
||
Income tax payments, net
|
(10.7
|
)
|
|
(31.9
|
)
|
||
Cash provided by operating activities
|
$
|
133.1
|
|
|
$
|
59.4
|
|
•
|
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,
|
||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
Corporate credit rating
|
Ba2
|
|
Ba3
|
|
BB
|
|
BB-
|
ABL Agreement
|
Not rated
|
|
Not rated
|
|
Not rated
|
|
Not rated
|
Notes
|
Ba3
|
|
N/A
|
|
BB
|
|
N/A
|
Term Loan
|
N/A
|
|
Ba3
|
|
N/A
|
|
BB
|
Outlook
|
Stable
|
|
Stable
|
|
Stable
|
|
Stable
|
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
After 2023
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Debt principal payments
|
$
|
0.7
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
450.0
|
|
|
$
|
451.6
|
|
Debt interest payments
|
25.2
|
|
|
50.0
|
|
|
49.6
|
|
|
74.3
|
|
|
199.1
|
|
|||||
Operating leases
|
4.3
|
|
|
7.4
|
|
|
5.0
|
|
|
3.2
|
|
|
19.9
|
|
|||||
Unconditional purchase obligations(1)
|
97.6
|
|
|
1.0
|
|
|
—
|
|
|
—
|
|
|
98.6
|
|
|||||
Other current liabilities(2)
|
1.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.2
|
|
|||||
|
$
|
129.0
|
|
|
$
|
59.3
|
|
|
$
|
54.6
|
|
|
$
|
527.5
|
|
|
$
|
770.4
|
|
(1)
|
Includes contractual obligations for purchases of raw materials and capital expenditures.
|
(2)
|
Consists of obligations for required pension contributions. Actual payments may differ. We have not estimated required pension contributions beyond 2019.
|
Item 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
|
Item 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Item 9A.
|
CONTROLS AND PROCEDURES
|
Item 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Name
|
|
Age
|
|
Position
|
|
Scott Hall
|
|
54
|
|
|
President and Chief Executive Officer
|
Marietta Edmunds Zakas
|
|
59
|
|
|
Executive Vice President and Chief Financial Officer
|
Steven S. Heinrichs
|
|
50
|
|
|
Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
|
Michael S. Nancarrow
|
|
44
|
|
|
Vice President and Chief Accounting Officer
|
Gregory S. Rogowski
|
|
59
|
|
|
Executive Vice President, Sales and Marketing
|
Hassan Ali
|
|
48
|
|
|
Senior Vice President, Engineering and Information Technology Officer
|
William A. Cofield
|
|
59
|
|
|
Senior Vice President, Operations & Supply Chain
|
M. Joseph Schrock
|
|
50
|
|
|
Vice President, Operations Controller
|
Jennifer B. O'Keefe
|
|
44
|
|
|
Vice President, Human Resources
|
Shirley C. Franklin
|
|
73
|
|
|
Director
|
Thomas J. Hansen
|
|
69
|
|
|
Director
|
Jerry W. Kolb
|
|
82
|
|
|
Director
|
Mark J. O’Brien
|
|
75
|
|
|
Director
|
Bernard G. Rethore
|
|
77
|
|
|
Director
|
Lydia W. Thomas
|
|
74
|
|
|
Director
|
Michael T. Tokarz
|
|
69
|
|
|
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
|
2,802,646
|
|
(1)
|
|
$
|
5.03
|
|
(2)
|
|
7,410,033
|
|
(3)
|
ESPP
|
36,202
|
|
|
|
—
|
|
|
|
2,750,935
|
|
(4)
|
|
Total
|
2,838,848
|
|
|
|
|
|
|
10,160,968
|
|
|
(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 305,176 shares associated with share-settled performance units that may not be earned, depending on Company performance, as described in Note 11. of the Notes to the Consolidated Financial Statements.
|
(2)
|
Weighted average exercise price of 1,589,026 outstanding stock options.
|
(3)
|
The number of securities remaining available for future issuance under the 2006 Plan is 20,500,000 shares less the cumulative number of shares granted under the plan, assuming maximum payout of all share-settled performance units for which performance goals have not yet been set, plus the cumulative number of awards canceled under the plan and, after January 25, 2012, shares surrendered upon issuance to cover employees' related tax liability.
|
(4)
|
The number of securities remaining available for future issuance under the ESPP Plan is 5,800,000 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, 2018 and 2017
|
|
F-3
|
Consolidated Statements of Operations for the years ended September 30, 2018, 2017 and 2016
|
|
F-4
|
Consolidated Statements of Comprehensive Income for the years ended September 30, 2018, 2017 and 2016
|
|
F-5
|
Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2018, 2017 and 2016
|
|
F-6
|
Consolidated Statements of Cash Flows for the years ended September 30, 2018, 2017 and 2016
|
|
F-7
|
Notes to Consolidated Financial Statements for the three years ended September 30, 2018
|
|
F-8
|
(b)
|
Financial Statement Schedules
|
(c)
|
Exhibits
|
Exhibit no.
|
|
Document
|
2.1
|
|
|
2.2
|
|
|
2.3
|
|
|
2.4
|
|
|
2.5
|
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
Exhibit no.
|
|
Document
|
10.2
|
|
|
10.3*
|
|
|
10.3.1*
|
|
|
10.4*
|
|
|
10.4.1*
|
|
|
10.4.2*
|
|
|
10.5*
|
|
|
10.5.1*
|
|
|
10.5.2*
|
|
|
10.6*
|
|
|
10.6.1*
|
|
|
10.7*
|
|
|
10.8*
|
|
|
10.9*
|
|
|
10.10*
|
|
|
10.11*
|
|
|
10.11.1*
|
|
|
10.11.2*
|
|
|
10.11.3*
|
|
|
10.11.4*
|
|
|
10.11.5*
|
|
|
10.12*
|
|
Exhibit no.
|
|
Document
|
10.12.1*
|
|
|
10.12.2*
|
|
|
10.12.3*
|
|
|
10.13*
|
|
|
10.14
|
|
|
10.15*
|
|
|
10.16*
|
|
|
10.17*
|
|
|
10.17.1*
|
|
|
10.19
|
|
|
10.19.1
|
|
|
10.19.2
|
|
|
10.19.3
|
|
|
10.19.4
|
|
|
10.20*
|
|
|
10.20.1*
|
|
|
10.20.2*
|
|
|
10.20.3*
|
|
|
10.20.4*
|
|
|
10.21
|
|
Exhibit no.
|
|
Document
|
10.22*
|
|
|
10.22.1*
|
|
|
10.22.2*
|
|
|
10.23*
|
|
|
10.23.1*
|
|
|
10.23.2*
|
|
|
10.23.3*
|
|
|
10.24*
|
|
|
10.25*
|
|
|
10.26*
|
|
|
10.27*
|
|
|
10.27.1
|
|
|
10.28*
|
|
|
10.28.1*
|
|
|
10.29*
|
|
|
10.29.1*
|
|
|
10.29.2*
|
|
|
10.29.3*
|
|
|
10.30*
|
|
|
10.30.1*
|
|
Exhibit no.
|
|
Document
|
10.30.2*
|
|
|
10.31**
|
|
|
10.31.1**
|
|
|
14.1*
|
|
|
21.1**
|
|
|
23.1**
|
|
|
31.1**
|
|
|
31.2**
|
|
|
32.1**
|
|
|
32.2**
|
|
|
101**
|
|
The following financial information from the Annual Report on Form 10-K for the year ended September 30, 2018, 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/ Scott Hall
|
|
|
Name: Scott Hall
|
|
|
|
Title: President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
|
|
|
|
|
/s/ Scott Hall
|
|
President and Chief Executive Officer
|
|
November 20, 2018
|
Scott Hall
|
|
|
|
|
|
|
|
|
|
/s/ Marietta Edmunds Zakas
|
|
Executive Vice President and Chief Financial Officer (principal financial officer)
|
|
November 20, 2018
|
Marietta Edmunds Zakas
|
|
|
|
|
|
|
|
|
|
/s/ Michael S. Nancarrow
|
|
Vice President and Chief Accounting Officer (principal accounting officer)
|
|
November 20, 2018
|
Michael S. Nancarrow
|
|
|
|
|
|
|
|
|
|
/s/ Shirley C. Franklin
|
|
Director
|
|
November 20, 2018
|
Shirley C. Franklin
|
|
|
|
|
|
|
|
|
|
/s/ Thomas J. Hansen
|
|
Director
|
|
November 20, 2018
|
Thomas J. Hansen
|
|
|
|
|
|
|
|
|
|
/s/ Jerry W. Kolb
|
|
Director
|
|
November 20, 2018
|
Jerry W. Kolb
|
|
|
|
|
|
|
|
|
|
/s/ Mark J. O’Brien
|
|
Director
|
|
November 20, 2018
|
Mark J. O’Brien
|
|
|
|
|
|
|
|
|
|
/s/ Bernard G. Rethore
|
|
Director
|
|
November 20, 2018
|
Bernard G. Rethore
|
|
|
|
|
|
|
|
|
|
/s/ Lydia W. Thomas
|
|
Director
|
|
November 20, 2018
|
Lydia W. Thomas
|
|
|
|
|
|
|
|
|
|
/s/ Michael T. Tokarz
|
|
Director
|
|
November 20, 2018
|
Michael T. Tokarz
|
|
|
|
|
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
|
|||||||
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions, except share amounts)
|
||||||
Assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
347.1
|
|
|
$
|
361.7
|
|
Receivables, net
|
164.3
|
|
|
145.3
|
|
||
Inventories
|
156.6
|
|
|
138.9
|
|
||
Other current assets
|
17.5
|
|
|
24.4
|
|
||
Total current assets
|
685.5
|
|
|
670.3
|
|
||
Property, plant and equipment, net
|
150.9
|
|
|
122.3
|
|
||
Intangible assets
|
420.2
|
|
|
439.3
|
|
||
Other noncurrent assets
|
35.3
|
|
|
26.4
|
|
||
Total assets
|
$
|
1,291.9
|
|
|
$
|
1,258.3
|
|
|
|
|
|
||||
Liabilities and equity:
|
|
|
|
||||
Current portion of long-term debt
|
$
|
0.7
|
|
|
$
|
5.6
|
|
Accounts payable
|
90.0
|
|
|
82.5
|
|
||
Other current liabilities
|
76.4
|
|
|
53.5
|
|
||
Total current liabilities
|
167.1
|
|
|
141.6
|
|
||
Long-term debt
|
444.3
|
|
|
475.0
|
|
||
Deferred income taxes
|
79.2
|
|
|
115.1
|
|
||
Other noncurrent liabilities
|
36.5
|
|
|
37.1
|
|
||
Total liabilities
|
727.1
|
|
|
768.8
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 17.)
|
|
|
|
||||
|
|
|
|
||||
Common stock: 600,000,000 shares authorized; 157,332,121 and 158,590,383 shares outstanding at September 30, 2018 and 2017, respectively
|
1.6
|
|
|
1.6
|
|
||
Additional paid-in capital
|
1,444.5
|
|
|
1,494.2
|
|
||
Accumulated deficit
|
(850.0
|
)
|
|
(955.6
|
)
|
||
Accumulated other comprehensive loss
|
(32.8
|
)
|
|
(51.8
|
)
|
||
Total Company stockholders’ equity
|
563.3
|
|
|
488.4
|
|
||
Noncontrolling interest
|
1.5
|
|
|
1.1
|
|
||
Total equity
|
564.8
|
|
|
489.5
|
|
||
Total liabilities and equity
|
$
|
1,291.9
|
|
|
$
|
1,258.3
|
|
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
|
|||||||||||
|
Year ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions, except per share amounts)
|
||||||||||
Net sales
|
$
|
916.0
|
|
|
$
|
826.0
|
|
|
$
|
800.6
|
|
Cost of sales
|
626.1
|
|
|
558.1
|
|
|
531.7
|
|
|||
Gross profit
|
289.9
|
|
|
267.9
|
|
|
268.9
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
166.7
|
|
|
155.4
|
|
|
149.5
|
|
|||
Gain on sale of idle property
|
(9.0
|
)
|
|
—
|
|
|
—
|
|
|||
Other charges
|
10.5
|
|
|
10.4
|
|
|
7.2
|
|
|||
Total operating expenses
|
168.2
|
|
|
165.8
|
|
|
156.7
|
|
|||
Operating income
|
121.7
|
|
|
102.1
|
|
|
112.2
|
|
|||
Pension costs other than service
|
1.0
|
|
|
1.4
|
|
|
19.3
|
|
|||
Interest expense, net
|
20.9
|
|
|
22.2
|
|
|
23.6
|
|
|||
Loss on early extinguishment of debt
|
6.5
|
|
|
—
|
|
|
—
|
|
|||
Gain on settlement of interest rate swap contracts
|
(2.4
|
)
|
|
—
|
|
|
—
|
|
|||
Income before income taxes
|
95.7
|
|
|
78.5
|
|
|
69.3
|
|
|||
Income tax (benefit) expense
|
(9.9
|
)
|
|
24.2
|
|
|
24.2
|
|
|||
Income from continuing operations
|
105.6
|
|
|
54.3
|
|
|
45.1
|
|
|||
Income from discontinued operations
|
—
|
|
|
69.0
|
|
|
18.8
|
|
|||
Net income
|
$
|
105.6
|
|
|
$
|
123.3
|
|
|
$
|
63.9
|
|
|
|
|
|
|
|
||||||
Earnings per basic share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.67
|
|
|
$
|
0.34
|
|
|
$
|
0.28
|
|
Discontinued operations
|
—
|
|
|
0.43
|
|
|
0.12
|
|
|||
Net Income
|
$
|
0.67
|
|
|
$
|
0.77
|
|
|
$
|
0.40
|
|
|
|
|
|
|
|
||||||
Earnings per diluted share:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
0.66
|
|
|
$
|
0.34
|
|
|
$
|
0.28
|
|
Discontinued operations
|
—
|
|
|
0.42
|
|
|
0.11
|
|
|||
Net income
|
$
|
0.66
|
|
|
$
|
0.76
|
|
|
$
|
0.39
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
158.2
|
|
|
160.1
|
|
|
161.3
|
|
|||
Diluted
|
159.7
|
|
|
161.8
|
|
|
163.4
|
|
|||
|
|
|
|
|
|
||||||
Dividends declared per share
|
$
|
0.190
|
|
|
$
|
0.150
|
|
|
$
|
0.100
|
|
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
|||||||||||
|
Year ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Net income
|
$
|
105.6
|
|
|
$
|
123.3
|
|
|
$
|
63.9
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
||||||
Pension liability
|
27.4
|
|
|
17.4
|
|
|
2.8
|
|
|||
Income tax effects
|
(6.9
|
)
|
|
(6.7
|
)
|
|
(1.1
|
)
|
|||
Foreign currency translation
|
(3.0
|
)
|
|
2.8
|
|
|
0.2
|
|
|||
Derivative instruments
|
2.4
|
|
|
4.9
|
|
|
(4.7
|
)
|
|||
Income tax effects
|
(0.9
|
)
|
|
(1.9
|
)
|
|
1.8
|
|
|||
|
19.0
|
|
|
16.5
|
|
|
(1.0
|
)
|
|||
Comprehensive income
|
$
|
124.6
|
|
|
$
|
139.8
|
|
|
$
|
62.9
|
|
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
FOR THE THREE YEARS ENDED SEPTEMBER 30, 2018
|
|||||||||||||||||||||||
|
Common
stock
|
|
Additional
paid-in
capital
|
|
Accumulated
deficit
|
|
Accumulated
other
comprehensive
loss
|
|
Non-controlling interest
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Balance at September 30, 2015
|
$
|
1.6
|
|
|
$
|
1,574.8
|
|
|
$
|
(1,142.8
|
)
|
|
$
|
(67.3
|
)
|
|
$
|
1.5
|
|
|
$
|
367.8
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
63.9
|
|
|
—
|
|
|
(0.3
|
)
|
|
63.6
|
|
||||||
Dividends declared
|
—
|
|
|
(16.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16.1
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
||||||
Shares retained for employee taxes
|
—
|
|
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3.3
|
)
|
||||||
Common stock issued
|
—
|
|
|
3.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3.3
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.0
|
)
|
|
—
|
|
|
(1.0
|
)
|
||||||
Balance at September 30, 2016
|
1.6
|
|
|
1,563.9
|
|
|
(1,078.9
|
)
|
|
(68.3
|
)
|
|
1.2
|
|
|
419.5
|
|
||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
123.3
|
|
|
—
|
|
|
(0.1
|
)
|
|
123.2
|
|
||||||
Dividends declared
|
—
|
|
|
(24.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24.0
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
6.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.2
|
|
||||||
Shares retained for employee taxes
|
—
|
|
|
(2.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.7
|
)
|
||||||
Common stock issued
|
—
|
|
|
5.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
||||||
Stock repurchased under buyback program
|
—
|
|
|
(55.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55.0
|
)
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
16.5
|
|
|
—
|
|
|
16.5
|
|
||||||
Balance at September 30, 2017
|
1.6
|
|
|
1,494.2
|
|
|
(955.6
|
)
|
|
(51.8
|
)
|
|
1.1
|
|
|
489.5
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
105.6
|
|
|
—
|
|
|
0.4
|
|
|
106.0
|
|
||||||
Dividends declared
|
—
|
|
|
(30.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.1
|
)
|
||||||
Stock-based compensation
|
—
|
|
|
5.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.2
|
|
||||||
Shares retained for employee taxes
|
—
|
|
|
(2.1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.1
|
)
|
||||||
Common stock issued
|
—
|
|
|
7.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.3
|
|
||||||
Stock repurchased under buyback program
|
—
|
|
|
(30.0
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30.0
|
)
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
19.0
|
|
|
—
|
|
|
19.0
|
|
||||||
Balance at September 30, 2018
|
$
|
1.6
|
|
|
$
|
1,444.5
|
|
|
$
|
(850.0
|
)
|
|
$
|
(32.8
|
)
|
|
$
|
1.5
|
|
|
$
|
564.8
|
|
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||||||
|
Year ended September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
105.6
|
|
|
$
|
123.3
|
|
|
$
|
63.9
|
|
Less income from discontinued operations
|
—
|
|
|
69.0
|
|
|
18.8
|
|
|||
Income from continuing operations
|
105.6
|
|
|
54.3
|
|
|
45.1
|
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation
|
20.9
|
|
|
19.8
|
|
|
18.3
|
|
|||
Amortization
|
22.8
|
|
|
22.1
|
|
|
21.2
|
|
|||
Pension plans
|
2.8
|
|
|
3.4
|
|
|
21.0
|
|
|||
Deferred income taxes
|
(43.3
|
)
|
|
(5.7
|
)
|
|
(6.6
|
)
|
|||
Stock-based compensation
|
5.2
|
|
|
6.0
|
|
|
4.7
|
|
|||
Loss on early extinguishment of debt
|
6.5
|
|
|
—
|
|
|
—
|
|
|||
Gain on disposal of assets
|
(9.0
|
)
|
|
—
|
|
|
—
|
|
|||
Other, net
|
3.4
|
|
|
1.1
|
|
|
3.8
|
|
|||
Changes in assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Receivables
|
(18.9
|
)
|
|
(9.9
|
)
|
|
(12.3
|
)
|
|||
Inventories
|
(18.4
|
)
|
|
(1.9
|
)
|
|
3.5
|
|
|||
Other assets
|
(2.0
|
)
|
|
(3.4
|
)
|
|
(5.7
|
)
|
|||
Pension obligations, related to contributions
|
—
|
|
|
(35.0
|
)
|
|
—
|
|
|||
Other liabilities
|
57.5
|
|
|
8.6
|
|
|
21.5
|
|
|||
Net cash provided by operating activities
|
133.1
|
|
|
59.4
|
|
|
114.5
|
|
|||
Investing activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(55.7
|
)
|
|
(40.6
|
)
|
|
(31.5
|
)
|
|||
Business acquisitions, net of cash acquired
|
—
|
|
|
(26.6
|
)
|
|
—
|
|
|||
Proceeds from sales of assets
|
7.8
|
|
|
0.9
|
|
|
0.3
|
|
|||
Net cash used in investing activities
|
(47.9
|
)
|
|
(66.3
|
)
|
|
(31.2
|
)
|
|||
Financing activities:
|
|
|
|
|
|
||||||
Repayment of debt
|
(486.3
|
)
|
|
(4.9
|
)
|
|
(5.0
|
)
|
|||
Issuance of debt
|
450.0
|
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
(30.1
|
)
|
|
(24.0
|
)
|
|
(16.1
|
)
|
|||
Stock repurchased under buyback program
|
(30.0
|
)
|
|
(55.0
|
)
|
|
—
|
|
|||
Common stock issued
|
7.3
|
|
|
5.8
|
|
|
3.3
|
|
|||
Deferred financing costs paid
|
(6.9
|
)
|
|
(1.0
|
)
|
|
(1.2
|
)
|
|||
Employee taxes related to stock-based compensation
|
(2.1
|
)
|
|
(2.7
|
)
|
|
(3.3
|
)
|
|||
Other
|
(0.2
|
)
|
|
0.4
|
|
|
(1.4
|
)
|
|||
Net cash used in financing activities
|
(98.3
|
)
|
|
(81.4
|
)
|
|
(23.7
|
)
|
|||
Net cash flows from discontinued operations:
|
|
|
|
|
|
||||||
Operating activities
|
—
|
|
|
(43.3
|
)
|
|
30.6
|
|
|||
Investing activities
|
—
|
|
|
297.2
|
|
|
(7.9
|
)
|
|||
Financing activities
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|||
Net cash provided by discontinued operations
|
—
|
|
|
253.8
|
|
|
22.7
|
|
|||
Effect of currency exchange rate changes on cash
|
(1.5
|
)
|
|
1.2
|
|
|
(0.4
|
)
|
|||
Net change in cash and cash equivalents
|
(14.6
|
)
|
|
166.7
|
|
|
81.9
|
|
|||
Cash and cash equivalents at beginning of year
|
361.7
|
|
|
195.0
|
|
|
113.1
|
|
|||
Cash and cash equivalents at end of year
|
$
|
347.1
|
|
|
$
|
361.7
|
|
|
$
|
195.0
|
|
Note 1.
|
Organization
|
Note 2.
|
Summary of Significant Accounting Policies
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Balance at beginning of year
|
$
|
4.1
|
|
|
$
|
4.5
|
|
|
$
|
3.9
|
|
Provision charged to expense
|
0.5
|
|
|
0.3
|
|
|
0.6
|
|
|||
Balances written off, net of recoveries
|
(0.7
|
)
|
|
(0.8
|
)
|
|
—
|
|
|||
Other
|
0.1
|
|
|
0.1
|
|
|
—
|
|
|||
Balance at end of year
|
$
|
4.0
|
|
|
$
|
4.1
|
|
|
$
|
4.5
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Balance at beginning of year
|
$
|
4.4
|
|
|
$
|
4.6
|
|
|
$
|
4.4
|
|
Provision charged to expense
|
2.2
|
|
|
2.0
|
|
|
2.1
|
|
|||
Inventory disposed
|
(1.2
|
)
|
|
(2.1
|
)
|
|
(2.1
|
)
|
|||
Other
|
(0.3
|
)
|
|
(0.1
|
)
|
|
0.2
|
|
|||
Balance at end of year
|
$
|
5.1
|
|
|
$
|
4.4
|
|
|
$
|
4.6
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Balance at beginning of year
|
$
|
8.5
|
|
|
$
|
2.0
|
|
|
$
|
2.9
|
|
Warranty accruals
|
18.7
|
|
|
12.3
|
|
|
5.3
|
|
|||
Warranty costs
|
(7.2
|
)
|
|
(5.8
|
)
|
|
(6.2
|
)
|
|||
Balance at end of year
|
$
|
20.0
|
|
|
$
|
8.5
|
|
|
$
|
2.0
|
|
Note 3.
|
Divestiture
|
Gross cash proceeds
|
$
|
305.7
|
|
Noncash proceeds
|
1.9
|
|
|
Total proceeds
|
307.6
|
|
|
Transaction expenses
|
(8.3
|
)
|
|
Net proceeds
|
299.3
|
|
|
Assets and liabilities disposed
|
(189.8
|
)
|
|
Gain on sale, pre-tax
|
109.5
|
|
|
Income tax
|
(41.6
|
)
|
|
Gain on sale, net of tax
|
$
|
67.9
|
|
|
2017
|
|
2016
|
||||
|
(in millions)
|
||||||
Net sales
|
$
|
83.1
|
|
|
$
|
338.3
|
|
Cost of sales
|
62.8
|
|
|
241.9
|
|
||
Gross profit
|
20.3
|
|
|
96.4
|
|
||
Operating expenses:
|
|
|
|
||||
Selling, general and administrative
|
17.2
|
|
|
67.6
|
|
||
Other charges
|
0.2
|
|
|
1.1
|
|
||
Total operating expenses
|
17.4
|
|
|
68.7
|
|
||
Operating income
|
2.9
|
|
|
27.7
|
|
||
Interest expense, net
|
—
|
|
|
—
|
|
||
Income before income taxes
|
2.9
|
|
|
27.7
|
|
||
Income tax expense
|
1.8
|
|
|
8.9
|
|
||
|
1.1
|
|
|
18.8
|
|
||
Gain on sale, net of tax
|
67.9
|
|
|
—
|
|
||
Income from discontinued operations
|
$
|
69.0
|
|
|
$
|
18.8
|
|
Note 4.
|
Acquisition
|
Assets acquired, net of cash:
|
|
||
Receivables
|
$
|
3.0
|
|
Inventories
|
5.8
|
|
|
Other current assets
|
0.2
|
|
|
Property, plant and equipment
|
1.0
|
|
|
Intangible assets
|
11.4
|
|
|
Goodwill
|
7.2
|
|
|
Liabilities assumed:
|
|
||
Accounts payable
|
0.7
|
|
|
Other current liabilities
|
0.4
|
|
|
Current and long term debt
|
0.1
|
|
|
Deferred income tax liability
|
0.8
|
|
|
Consideration paid
|
$
|
26.6
|
|
Note 5.
|
Intangible Assets
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Capitalized internal-use software:
|
|
|
|
||||
Cost
|
$
|
27.6
|
|
|
$
|
28.4
|
|
Accumulated amortization
|
(14.2
|
)
|
|
(11.3
|
)
|
||
Net book value
|
13.4
|
|
|
17.1
|
|
||
|
|
|
|
||||
Business combination-related:
|
|
|
|
||||
Cost:
|
|
|
|
||||
Finite-lived intangible assets:
|
|
|
|
||||
Technology
|
82.6
|
|
|
76.7
|
|
||
Customer relationships and other
|
358.8
|
|
|
359.2
|
|
||
Indefinite-lived intangible assets:
|
|
|
|
||||
Trade names and trademarks
|
266.6
|
|
|
266.8
|
|
||
Goodwill
|
12.1
|
|
|
12.9
|
|
||
|
720.1
|
|
|
715.6
|
|
||
Accumulated amortization:
|
|
|
|
||||
Technology
|
(72.9
|
)
|
|
(72.2
|
)
|
||
Customer relationships and other
|
(240.4
|
)
|
|
(221.2
|
)
|
||
|
(313.3
|
)
|
|
(293.4
|
)
|
||
Net book value
|
406.8
|
|
|
422.2
|
|
||
Total intangible assets net book value
|
$
|
420.2
|
|
|
$
|
439.3
|
|
Note 6.
|
Income Taxes
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
U.S.
|
$
|
97.3
|
|
|
$
|
82.7
|
|
|
$
|
69.7
|
|
Non-U.S.
|
(1.6
|
)
|
|
(4.2
|
)
|
|
(0.4
|
)
|
|||
Income before income taxes
|
$
|
95.7
|
|
|
$
|
78.5
|
|
|
$
|
69.3
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
U.S. federal
|
$
|
25.7
|
|
|
$
|
25.4
|
|
|
$
|
28.9
|
|
U.S. state and local
|
7.1
|
|
|
4.0
|
|
|
2.0
|
|
|||
Non-U.S.
|
0.6
|
|
|
0.5
|
|
|
(0.1
|
)
|
|||
|
33.4
|
|
|
29.9
|
|
|
30.8
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. federal
|
(42.6
|
)
|
|
(4.3
|
)
|
|
(9.8
|
)
|
|||
U.S. state and local
|
(1.0
|
)
|
|
(0.2
|
)
|
|
3.4
|
|
|||
Non-U.S.
|
0.3
|
|
|
(1.2
|
)
|
|
(0.2
|
)
|
|||
|
(43.3
|
)
|
|
(5.7
|
)
|
|
(6.6
|
)
|
|||
Income tax (benefit) expense
|
$
|
(9.9
|
)
|
|
$
|
24.2
|
|
|
$
|
24.2
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Expense at U.S. federal statutory income tax rates of 24.5%, 35% and 35%, respectively
|
$
|
23.4
|
|
|
$
|
27.5
|
|
|
$
|
24.3
|
|
Adjustments to reconcile to income tax expense:
|
|
|
|
|
|
||||||
State income taxes, net of federal benefit
|
4.8
|
|
|
2.7
|
|
|
3.1
|
|
|||
Domestic production activities deduction
|
(2.4
|
)
|
|
(4.5
|
)
|
|
(3.0
|
)
|
|||
Tax credits
|
(1.7
|
)
|
|
(1.4
|
)
|
|
(2.0
|
)
|
|||
Nondeductible expenses, other than compensation
|
0.5
|
|
|
0.6
|
|
|
0.7
|
|
|||
Valuation allowances
|
0.5
|
|
|
0.4
|
|
|
—
|
|
|||
Foreign income taxes
|
—
|
|
|
0.3
|
|
|
0.2
|
|
|||
Nondeductible compensation
|
0.2
|
|
|
0.5
|
|
|
0.4
|
|
|||
Excess tax benefits related to stock compensation
|
(0.6
|
)
|
|
(2.1
|
)
|
|
(0.5
|
)
|
|||
Federal tax rate change
|
(42.5
|
)
|
|
(0.4
|
)
|
|
0.4
|
|
|||
Federal transition tax
|
7.5
|
|
|
—
|
|
|
—
|
|
|||
Other
|
0.4
|
|
|
0.6
|
|
|
0.6
|
|
|||
Income tax (benefit) expense
|
$
|
(9.9
|
)
|
|
$
|
24.2
|
|
|
$
|
24.2
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Deferred income tax assets:
|
|
|
|
||||
Inventory reserves
|
$
|
10.4
|
|
|
$
|
12.0
|
|
Accrued expenses
|
13.3
|
|
|
14.9
|
|
||
Pension
|
—
|
|
|
6.0
|
|
||
Stock-based compensation
|
3.3
|
|
|
6.2
|
|
||
State net operating losses
|
3.2
|
|
|
3.2
|
|
||
Federal credit carryovers
|
2.1
|
|
|
0.9
|
|
||
Other
|
1.0
|
|
|
2.7
|
|
||
|
33.3
|
|
|
45.9
|
|
||
Valuation allowance
|
(1.9
|
)
|
|
(1.5
|
)
|
||
Total deferred income tax assets, net of valuation allowance
|
31.4
|
|
|
44.4
|
|
||
Deferred income tax liabilities:
|
|
|
|
||||
Intangible assets
|
95.7
|
|
|
151.2
|
|
||
Pension
|
2.3
|
|
|
—
|
|
||
Other
|
11.4
|
|
|
7.2
|
|
||
Total deferred income tax liabilities
|
109.4
|
|
|
158.4
|
|
||
Net deferred income tax liabilities
|
$
|
78.0
|
|
|
$
|
114.0
|
|
|
|
|
|
||||
Balance sheet presentation:
|
|
|
|
||||
Deferred income taxes
|
$
|
79.2
|
|
|
$
|
115.1
|
|
Less deferred tax assets included in other noncurrent assets
|
1.2
|
|
|
1.1
|
|
||
Net deferred income tax liabilities
|
$
|
78.0
|
|
|
$
|
114.0
|
|
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Balance at beginning of year
|
$
|
3.0
|
|
|
$
|
2.8
|
|
Increases related to prior year positions
|
0.1
|
|
|
0.1
|
|
||
Increases related to current year positions
|
0.3
|
|
|
0.2
|
|
||
Decreases due to lapse in statute of limitations
|
(0.1
|
)
|
|
(0.1
|
)
|
||
Balance at end of year
|
$
|
3.3
|
|
|
$
|
3.0
|
|
Note 7.
|
Borrowing Arrangements
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
5.5% Senior Notes
|
$
|
450.0
|
|
|
$
|
—
|
|
ABL Agreement
|
—
|
|
|
—
|
|
||
Term Loan
|
—
|
|
|
484.8
|
|
||
Other
|
1.6
|
|
|
1.7
|
|
||
|
451.6
|
|
|
486.5
|
|
||
Deferred financing costs
|
(6.6
|
)
|
|
(5.9
|
)
|
||
Less current portion
|
(0.7
|
)
|
|
(5.6
|
)
|
||
Long-term debt
|
$
|
444.3
|
|
|
$
|
475.0
|
|
Note 8.
|
Derivative Financial Instruments
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Interest rate swap contracts, designated as cash flow hedges:
|
|
|
|
||||
Other current liabilities
|
$
|
—
|
|
|
$
|
1.2
|
|
Other noncurrent liabilities
|
—
|
|
|
1.3
|
|
||
|
$
|
—
|
|
|
$
|
2.5
|
|
|
|
|
|
||||
Currency swap contracts, not designated as hedges:
|
|
|
|
||||
Other noncurrent liabilities
|
$
|
0.9
|
|
|
$
|
1.3
|
|
Note 9.
|
Retirement Plans
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Service cost
|
$
|
1.8
|
|
|
$
|
2.0
|
|
|
$
|
1.7
|
|
Components of net periodic benefit cost excluded from operating income following adoption of ASU 2017-07:
|
|
|
|
|
|
||||||
Interest cost
|
14.3
|
|
|
14.3
|
|
|
18.9
|
|
|||
Expected return on plan assets
|
(16.5
|
)
|
|
(16.9
|
)
|
|
(19.7
|
)
|
|||
Amortization of actuarial net loss
|
3.2
|
|
|
4.0
|
|
|
3.4
|
|
|||
Pension settlement
|
—
|
|
|
—
|
|
|
16.6
|
|
|||
Other
|
—
|
|
|
—
|
|
|
0.1
|
|
|||
Pension costs other than service
|
1.0
|
|
|
1.4
|
|
|
19.3
|
|
|||
Net periodic benefit cost
|
$
|
2.8
|
|
|
$
|
3.4
|
|
|
$
|
21.0
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Projected benefit obligations
|
$
|
6.2
|
|
|
$
|
379.5
|
|
Accumulated benefit obligations
|
6.2
|
|
|
379.5
|
|
||
Fair value of plan assets
|
5.0
|
|
|
364.2
|
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Projected benefit obligations
|
$
|
327.1
|
|
|
$
|
1.0
|
|
Accumulated benefit obligations
|
327.1
|
|
|
1.0
|
|
||
Fair value of plan assets
|
338.5
|
|
|
2.1
|
|
Balance at beginning of year
|
$
|
93.4
|
|
Actuarial gain
|
(24.2
|
)
|
|
Prior year actuarial loss amortization to net periodic cost
|
(3.2
|
)
|
|
Balance at end of year
|
$
|
66.0
|
|
|
Pension Plans
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Weighted average used to determine benefit obligations:
|
|
|
|
|
|
|||
Discount rate
|
4.37
|
%
|
|
3.88
|
%
|
|
3.68
|
%
|
Weighted average used to determine net periodic cost:
|
|
|
|
|
|
|||
Discount rate
|
3.88
|
%
|
|
3.68
|
%
|
|
3.92
|
%
|
Expected return on plan assets
|
4.68
|
%
|
|
5.16
|
%
|
|
5.50
|
%
|
|
Pension Plans
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Projected benefit obligations:
|
|
|
|
||||
Beginning of year
|
$
|
380.5
|
|
|
$
|
403.1
|
|
Service cost
|
1.8
|
|
|
2.0
|
|
||
Interest cost
|
14.3
|
|
|
14.3
|
|
||
Actuarial gain
|
(38.6
|
)
|
|
(14.5
|
)
|
||
Benefits paid
|
(24.3
|
)
|
|
(24.8
|
)
|
||
Currency translation
|
(0.3
|
)
|
|
0.4
|
|
||
Decrease in obligation due to curtailment / settlement
|
—
|
|
|
—
|
|
||
End of year
|
$
|
333.4
|
|
|
$
|
380.5
|
|
Accumulated benefit obligations at end of year
|
$
|
333.4
|
|
|
$
|
380.5
|
|
Plan assets:
|
|
|
|
||||
Beginning of year
|
$
|
366.3
|
|
|
$
|
340.0
|
|
Actual return on plan assets
|
2.0
|
|
|
15.8
|
|
||
Employer contributions
|
—
|
|
|
35.0
|
|
||
Currency translation
|
(0.3
|
)
|
|
0.4
|
|
||
Benefits paid
|
(24.3
|
)
|
|
(24.8
|
)
|
||
Other
|
(0.2
|
)
|
|
(0.1
|
)
|
||
End of year
|
$
|
343.5
|
|
|
$
|
366.3
|
|
Accrued benefit cost at end of year:
|
|
|
|
||||
Funded (unfunded) status
|
$
|
10.1
|
|
|
$
|
(14.2
|
)
|
Recognized on balance sheet:
|
|
|
|
||||
Other noncurrent assets
|
$
|
11.2
|
|
|
$
|
1.1
|
|
Other current liabilities
|
(1.1
|
)
|
|
(1.1
|
)
|
||
Other noncurrent liabilities
|
—
|
|
|
(14.2
|
)
|
||
|
$
|
10.1
|
|
|
$
|
(14.2
|
)
|
Recognized in accumulated other comprehensive loss, before tax:
|
|
|
|
||||
Prior year service cost
|
$
|
—
|
|
|
$
|
—
|
|
Net actuarial loss
|
66.0
|
|
|
93.4
|
|
||
|
$
|
66.0
|
|
|
$
|
93.4
|
|
|
Strategic asset allocation
|
|
|
|
|
|
|
Actual asset allocations at
|
|||||||||
|
|
|
|
|
|
|
September 30,
|
||||||||||
|
Tactical range
|
|
2018
|
|
2017
|
|
2016
|
||||||||||
Fixed income investments
|
80
|
%
|
|
75
|
|
80
|
%
|
|
|
77
|
%
|
|
78
|
%
|
|
69
|
%
|
Equity investments
|
20
|
|
|
15
|
-
|
20
|
%
|
|
|
21
|
|
|
21
|
|
|
29
|
|
Cash
|
—
|
|
|
0
|
-
|
5
|
%
|
|
|
2
|
|
|
1
|
|
|
2
|
|
|
100
|
%
|
|
|
|
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
•
|
Fixed income fund investments held by the investment trusts 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;
|
•
|
Equity investments held by the investment trusts are valued using the closing price reported on the active market when reliable market quotations are readily available. When market quotations are not readily available, these assets are valued by a method the trustees believe accurately reflects fair value; and
|
•
|
Mutual funds are valued at the closing price reported on the active market.
|
|
September 30, 2018
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Fixed income
|
$
|
—
|
|
|
$
|
264.1
|
|
|
$
|
264.1
|
|
Equity:
|
|
|
|
|
|
||||||
Large cap stocks:
|
|
|
|
|
|
||||||
Large cap index funds
|
—
|
|
|
30.5
|
|
|
30.5
|
|
|||
Mid cap stocks:
|
|
|
|
|
|
||||||
Mid cap index funds
|
—
|
|
|
10.1
|
|
|
10.1
|
|
|||
Small cap stocks:
|
|
|
|
|
|
||||||
Small cap growth funds
|
—
|
|
|
10.0
|
|
|
10.0
|
|
|||
International stocks:
|
|
|
|
|
|
||||||
Mutual funds
|
11.8
|
|
|
—
|
|
|
11.8
|
|
|||
International funds
|
—
|
|
|
10.3
|
|
|
10.3
|
|
|||
Total equity
|
11.8
|
|
|
60.9
|
|
|
72.7
|
|
|||
Cash and cash equivalents
|
6.6
|
|
|
—
|
|
|
6.6
|
|
|||
|
$
|
18.4
|
|
|
$
|
325.0
|
|
|
$
|
343.4
|
|
|
September 30, 2017
|
||||||||||
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Fixed income
|
$
|
—
|
|
|
$
|
284.4
|
|
|
$
|
284.4
|
|
Equity:
|
|
|
|
|
|
||||||
Large cap stocks:
|
|
|
|
|
|
||||||
Large cap growth funds
|
$
|
—
|
|
|
$
|
32.6
|
|
|
$
|
32.6
|
|
Mid cap stocks:
|
|
|
|
|
|
||||||
Mid cap index funds
|
—
|
|
|
10.9
|
|
|
10.9
|
|
|||
Small cap stocks:
|
|
|
|
|
|
||||||
Small cap growth funds
|
—
|
|
|
11.3
|
|
|
11.3
|
|
|||
International stocks:
|
|
|
|
|
|
||||||
Mutual funds
|
15.4
|
|
|
—
|
|
|
15.4
|
|
|||
International funds
|
—
|
|
|
7.4
|
|
|
7.4
|
|
|||
Total equity
|
15.4
|
|
|
62.2
|
|
|
77.6
|
|
|||
Cash and cash equivalents
|
4.3
|
|
|
—
|
|
|
4.3
|
|
|||
|
$
|
19.7
|
|
|
$
|
346.6
|
|
|
$
|
366.3
|
|
2019
|
$
|
31.2
|
|
2020
|
25.0
|
|
|
2021
|
24.8
|
|
|
2022
|
24.5
|
|
|
2023
|
24.2
|
|
|
2024-2028
|
113.6
|
|
Note 10.
|
Capital Stock
|
Shares outstanding at September 30, 2015
|
160,497,841
|
|
Vesting of restricted stock units, net of shares withheld for taxes
|
370,138
|
|
Exercise of stock options
|
270,599
|
|
Exercise of employee stock purchase plan instruments
|
218,475
|
|
Settlement of performance-based restricted stock units, net of shares withheld for taxes
|
335,998
|
|
Shares outstanding at September 30, 2016
|
161,693,051
|
|
Vesting of restricted stock units, net of shares withheld for taxes
|
262,488
|
|
Exercise of stock options
|
905,834
|
|
Exercise of employee stock purchase plan instruments
|
150,174
|
|
Settlement of performance-based restricted stock units, net of shares withheld for taxes
|
160,063
|
|
Stock repurchased under buyback program
|
(4,581,227
|
)
|
Shares outstanding at September 30, 2017
|
158,590,383
|
|
Vesting of restricted stock units, net of shares withheld for taxes
|
232,875
|
|
Exercise of stock options
|
851,628
|
|
Exercise of employee stock purchase plan instruments
|
150,669
|
|
Settlement of performance-based restricted stock units, net of shares withheld for taxes
|
86,516
|
|
Stock repurchased under buyback program
|
(2,573,475
|
)
|
Other
|
(6,475
|
)
|
Shares outstanding at September 30, 2018
|
157,332,121
|
|
Note 11.
|
Stock-based Compensation Plans
|
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions, except per share data)
|
||||||||||
Decrease in operating income
|
$
|
6.4
|
|
|
$
|
8.6
|
|
|
$
|
9.1
|
|
Decrease in net income
|
4.0
|
|
|
4.8
|
|
|
5.8
|
|
|||
Decrease in earnings per basic share
|
0.03
|
|
|
0.03
|
|
|
0.04
|
|
|||
Decrease in earnings per diluted share
|
0.03
|
|
|
0.03
|
|
|
0.04
|
|
|
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, 2015
|
872,790
|
|
|
$
|
8.45
|
|
|
0.8
|
|
|
||
Granted
|
360,255
|
|
|
9.33
|
|
|
|
|
|
|||
Vested
|
(510,535
|
)
|
|
7.94
|
|
|
|
|
$
|
4.7
|
|
|
Cancelled
|
(59,062
|
)
|
|
8.23
|
|
|
|
|
|
|||
Outstanding at September 30, 2016
|
663,448
|
|
|
9.34
|
|
|
1.0
|
|
|
|||
Granted
|
343,860
|
|
|
13.05
|
|
|
|
|
|
|||
Vested
|
(359,797
|
)
|
|
9.34
|
|
|
|
|
4.7
|
|
||
Cancelled
|
(21,681
|
)
|
|
13.26
|
|
|
|
|
|
|||
Outstanding at September 30, 2017
|
625,830
|
|
|
11.23
|
|
|
0.9
|
|
|
|||
Granted
|
276,658
|
|
|
12.20
|
|
|
|
|
|
|||
Vested
|
(342,038
|
)
|
|
10.84
|
|
|
|
|
4.2
|
|
||
Cancelled
|
(78,888
|
)
|
|
11.41
|
|
|
|
|
|
|||
Outstanding at September 30, 2018
|
481,562
|
|
|
12.14
|
|
|
1.0
|
|
|
Award date
|
|
Settlement year
|
|
Performance period
|
|
Grant date per unit fair value
|
|
Units
awarded
|
|
Units forfeited
|
|
Net units
|
|
Performance factor
|
|
Shares
earned
|
||||||
December 3, 2013
|
|
2017
|
|
2014
|
|
$
|
8.52
|
|
|
90,841
|
|
|
(4,401
|
)
|
|
86,440
|
|
|
2.000
|
|
172,880
|
|
|
|
|
|
2015
|
|
$
|
9.78
|
|
|
90,841
|
|
|
(4,401
|
)
|
|
86,440
|
|
|
0.000
|
|
—
|
|
|
|
|
|
2016
|
|
$
|
9.38
|
|
|
90,849
|
|
|
(7,402
|
)
|
|
83,447
|
|
|
1.021
|
|
85,199
|
|
December 2, 2014
|
|
2018
|
|
2015
|
|
$
|
9.78
|
|
|
80,233
|
|
|
(3,835
|
)
|
|
76,398
|
|
|
0.000
|
|
—
|
|
|
|
|
|
2016
|
|
$
|
9.38
|
|
|
80,229
|
|
|
(6,447
|
)
|
|
73,782
|
|
|
1.021
|
|
75,327
|
|
|
|
|
|
2017
|
|
$
|
13.26
|
|
|
80,229
|
|
|
(11,673
|
)
|
|
68,556
|
|
|
1.000
|
|
68,556
|
|
December 1, 2015
|
|
2019
|
|
2016
|
|
$
|
9.38
|
|
|
77,823
|
|
|
(3,998
|
)
|
|
73,825
|
|
|
1.021
|
|
75,375
|
|
|
|
|
|
2017
|
|
$
|
13.26
|
|
|
77,824
|
|
|
(3,997
|
)
|
|
73,827
|
|
|
1.000
|
|
73,827
|
|
|
|
|
|
2018
|
|
$
|
12.50
|
|
|
77,824
|
|
|
(61,841
|
)
|
|
15,983
|
|
|
1.357
|
|
21,689
|
|
November 29, 2016
|
|
2020
|
|
2017
|
|
$
|
13.26
|
|
|
59,285
|
|
|
(5,279
|
)
|
|
54,006
|
|
|
1.000
|
|
54,006
|
|
|
|
|
|
2018
|
|
$
|
12.50
|
|
|
59,286
|
|
|
(39,910
|
)
|
|
19,376
|
|
|
1.357
|
|
26,294
|
|
|
|
|
|
2019
|
|
|
|
59,290
|
|
|
(39,909
|
)
|
|
19,381
|
|
|
|
|
|
|||
January 23, 2017
|
|
2020
|
|
2017
|
|
$
|
13.15
|
|
|
19,012
|
|
|
—
|
|
|
19,012
|
|
|
1.000
|
|
19,012
|
|
|
|
|
|
2018
|
|
$
|
12.50
|
|
|
19,011
|
|
|
—
|
|
|
19,011
|
|
|
1.357
|
|
25,798
|
|
|
|
|
|
2019
|
|
|
|
19,011
|
|
|
—
|
|
|
19,011
|
|
|
|
|
|
|||
November 28, 2017
|
|
2021
|
|
2018
|
|
$
|
12.50
|
|
|
57,092
|
|
|
—
|
|
|
57,092
|
|
|
1.357
|
|
77,474
|
|
|
|
|
|
2019
|
|
|
|
57,092
|
|
|
—
|
|
|
57,092
|
|
|
|
|
|
|||
|
|
|
|
2020
|
|
|
|
57,104
|
|
|
—
|
|
|
57,104
|
|
|
|
|
|
|
Options
|
|
Weighted
average
exercise
price
per option
|
|
Weighted
average
remaining
contractual
term (years)
|
|
Aggregate
intrinsic
value
(millions)
|
|||||
Outstanding at September 30, 2015
|
3,992,666
|
|
|
$
|
6.54
|
|
|
4.2
|
|
$
|
9.3
|
|
Exercised
|
(270,599
|
)
|
|
6.83
|
|
|
|
|
0.8
|
|
||
Cancelled
|
(167,759
|
)
|
|
17.82
|
|
|
|
|
|
|||
Outstanding at September 30, 2016
|
3,554,308
|
|
|
5.99
|
|
|
3.4
|
|
23.8
|
|
||
Exercised
|
(905,834
|
)
|
|
4.71
|
|
|
|
|
7.3
|
|
||
Cancelled
|
(207,820
|
)
|
|
14.72
|
|
|
|
|
|
|||
Outstanding at September 30, 2017
|
2,440,654
|
|
|
5.72
|
|
|
2.5
|
|
17.3
|
|
||
Exercised
|
(851,628
|
)
|
|
7.00
|
|
|
|
|
3.8
|
|
||
Cancelled
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at September 30, 2018
|
1,589,026
|
|
|
$
|
5.03
|
|
|
1.9
|
|
$
|
10.3
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable at September 30, 2018
|
1,589,026
|
|
|
$
|
5.03
|
|
|
1.9
|
|
$
|
10.3
|
|
|
|
|
|
|
|
|
|
Exercise price
|
|
Options
|
|
Weighted
average
exercise price
|
|
Weighted
average
remaining
contractual
term (years)
|
|
Exercisable options
|
|
Weighted
average
exercise price
|
||||||||||||||
|
$
|
0.00
|
|
-
|
$
|
4.99
|
|
|
|
555,319
|
|
|
$
|
3.32
|
|
|
2.4
|
|
555,319
|
|
|
$
|
3.32
|
|
|
$
|
5.00
|
|
-
|
$
|
9.99
|
|
|
|
1,033,707
|
|
|
5.95
|
|
|
1.6
|
|
1,033,707
|
|
|
5.95
|
|
||
|
|
|
|
|
|
1,589,026
|
|
|
$
|
5.03
|
|
|
1.9
|
|
1,589,026
|
|
|
$
|
5.03
|
|
|
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, 2015
|
558,878
|
|
|
$
|
6.22
|
|
|
0.8
|
|
|
||
Granted
|
302,875
|
|
|
9.84
|
|
|
|
|
|
|||
Vested
|
(270,822
|
)
|
|
|
|
|
|
$
|
3.1
|
|
||
Cancelled
|
(56,905
|
)
|
|
9.28
|
|
|
|
|
|
|||
Outstanding at September 30, 2016
|
534,026
|
|
|
9.60
|
|
|
0.9
|
|
|
|||
Granted
|
199,260
|
|
|
13.22
|
|
|
|
|
|
|||
Vested
|
(278,000
|
)
|
|
|
|
|
|
3.7
|
|
|||
Cancelled
|
(103,279
|
)
|
|
10.87
|
|
|
|
|
|
|||
Outstanding at September 30, 2017
|
352,007
|
|
|
11.36
|
|
|
0.9
|
|
|
|||
Granted
|
163,199
|
|
|
12.40
|
|
|
|
|
|
|||
Vested
|
(170,675
|
)
|
|
|
|
|
|
2.1
|
|
|||
Cancelled
|
(81,758
|
)
|
|
12.10
|
|
|
|
|
|
|||
Outstanding at September 30, 2018
|
262,773
|
|
|
12.12
|
|
|
0.6
|
|
|
Note 12.
|
Supplemental Balance Sheet Information
|
|
September 30,
|
||||||
|
2018
|
|
2017
|
||||
|
(in millions)
|
||||||
Inventories:
|
|
|
|
||||
Purchased components and raw material
|
$
|
81.6
|
|
|
$
|
67.7
|
|
Work in process
|
37.8
|
|
|
35.6
|
|
||
Finished goods
|
37.2
|
|
|
35.6
|
|
||
|
$
|
156.6
|
|
|
$
|
138.9
|
|
Other current assets:
|
|
|
|
||||
Maintenance and repair tooling
|
$
|
3.5
|
|
|
$
|
3.3
|
|
Income taxes
|
1.6
|
|
|
10.9
|
|
||
Other
|
12.4
|
|
|
10.2
|
|
||
|
$
|
17.5
|
|
|
$
|
24.4
|
|
Property, plant and equipment:
|
|
|
|
||||
Land
|
$
|
5.4
|
|
|
$
|
5.6
|
|
Buildings
|
55.9
|
|
|
53.4
|
|
||
Machinery and equipment
|
311.4
|
|
|
266.7
|
|
||
Construction in progress
|
22.2
|
|
|
24.7
|
|
||
|
$
|
394.9
|
|
|
$
|
350.4
|
|
Accumulated depreciation
|
(244.0
|
)
|
|
(228.1
|
)
|
||
|
$
|
150.9
|
|
|
$
|
122.3
|
|
Other current liabilities:
|
|
|
|
||||
Compensation and benefits
|
$
|
31.7
|
|
|
$
|
26.9
|
|
Customer rebates
|
9.7
|
|
|
6.5
|
|
||
Taxes other than income taxes
|
3.3
|
|
|
3.2
|
|
||
Warranty
|
6.0
|
|
|
3.5
|
|
||
Environmental
|
1.2
|
|
|
1.3
|
|
||
Income taxes
|
7.6
|
|
|
0.9
|
|
||
Interest
|
8.0
|
|
|
0.6
|
|
||
Restructuring
|
0.9
|
|
|
3.3
|
|
||
Other
|
8.0
|
|
|
7.3
|
|
||
|
$
|
76.4
|
|
|
$
|
53.5
|
|
Note 13.
|
Supplemental Statement of Operations Information
|
Note 14.
|
Accumulated Other Comprehensive Loss
|
|
Foreign currency translation
|
|
Pension liability, net of tax
|
|
Derivative instruments, net of tax
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Balance at September 30, 2017
|
$
|
(3.3
|
)
|
|
$
|
(47.0
|
)
|
|
$
|
(1.5
|
)
|
|
$
|
(51.8
|
)
|
Other comprehensive income before reclassifications
|
(3.0
|
)
|
|
17.9
|
|
|
—
|
|
|
14.9
|
|
||||
Amounts reclassified out of accumulated other comprehensive loss
|
—
|
|
|
2.6
|
|
|
1.5
|
|
|
4.1
|
|
||||
Other comprehensive income
|
(3.0
|
)
|
|
20.5
|
|
|
1.5
|
|
|
19.0
|
|
||||
Balance at September 30, 2018
|
$
|
(6.3
|
)
|
|
$
|
(26.5
|
)
|
|
$
|
—
|
|
|
$
|
(32.8
|
)
|
Note 15.
|
Supplemental Cash Flow Information
|
|
September 30,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in millions)
|
||||||||||
Cash paid, net:
|
|
|
|
|
|
||||||
Interest
|
$
|
8.9
|
|
|
$
|
19.5
|
|
|
$
|
21.1
|
|
Income taxes
|
$
|
10.7
|
|
|
$
|
31.9
|
|
|
$
|
27.1
|
|
Note 16.
|
Segment Information
|
|
United States
|
|
Canada
|
|
Other
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales:
|
|
|
|
|
|
|
|
||||||||
2018
|
$
|
812.2
|
|
|
$
|
71.7
|
|
|
$
|
32.1
|
|
|
$
|
916.0
|
|
2017
|
732.0
|
|
|
62.3
|
|
|
31.7
|
|
|
826.0
|
|
||||
2016
|
716.5
|
|
|
57.1
|
|
|
27.0
|
|
|
800.6
|
|
||||
Property, plant and equipment, net:
|
|
|
|
|
|
|
|
||||||||
September 30, 2018
|
$
|
144.8
|
|
|
$
|
3.4
|
|
|
$
|
2.7
|
|
|
$
|
150.9
|
|
September 30, 2017
|
116.1
|
|
|
3.0
|
|
|
3.2
|
|
|
122.3
|
|
|
Infrastructure
|
|
Technologies
|
|
Corporate
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net sales, excluding intercompany:
|
|
|
|
|
|
|
|
||||||||
2018
|
$
|
818.8
|
|
|
$
|
97.2
|
|
|
$
|
—
|
|
|
$
|
916.0
|
|
2017
|
739.9
|
|
|
86.1
|
|
|
—
|
|
|
826.0
|
|
||||
2016
|
715.7
|
|
|
84.9
|
|
|
—
|
|
|
800.6
|
|
||||
Intercompany sales:
|
|
|
|
|
|
|
|
||||||||
2018
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
2017
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
2016
|
5.8
|
|
|
—
|
|
|
—
|
|
|
5.8
|
|
||||
Operating income (loss):
|
|
|
|
|
|
|
|
||||||||
2018
|
$
|
180.1
|
|
|
$
|
(24.4
|
)
|
|
$
|
(34.0
|
)
|
|
$
|
121.7
|
|
2017
|
163.8
|
|
|
(20.3
|
)
|
|
(41.4
|
)
|
|
102.1
|
|
||||
2016
|
162.5
|
|
|
(11.1
|
)
|
|
(39.2
|
)
|
|
112.2
|
|
||||
Depreciation and amortization:
|
|
|
|
|
|
|
|
||||||||
2018
|
$
|
37.4
|
|
|
$
|
6.1
|
|
|
$
|
0.2
|
|
|
$
|
43.7
|
|
2017
|
36.3
|
|
|
5.2
|
|
|
0.4
|
|
|
41.9
|
|
||||
2016
|
34.2
|
|
|
4.8
|
|
|
0.5
|
|
|
39.5
|
|
||||
Total pension settlement and other charges:
|
|
|
|
|
|
|
|
||||||||
2018
|
$
|
0.1
|
|
|
$
|
0.1
|
|
|
$
|
10.3
|
|
|
$
|
10.5
|
|
2017
|
2.7
|
|
|
0.7
|
|
|
7.0
|
|
|
10.4
|
|
||||
2016
|
1.0
|
|
|
0.9
|
|
|
5.8
|
|
|
7.7
|
|
||||
Capital expenditures:
|
|
|
|
|
|
|
|
||||||||
2018
|
$
|
47.3
|
|
|
$
|
8.3
|
|
|
$
|
0.1
|
|
|
$
|
55.7
|
|
2017
|
28.5
|
|
|
11.4
|
|
|
0.7
|
|
|
40.6
|
|
||||
2016
|
24.3
|
|
|
7.0
|
|
|
0.2
|
|
|
31.5
|
|
||||
Total assets:
|
|
|
|
|
|
|
|
||||||||
September 30, 2018
|
$
|
843.9
|
|
|
$
|
87.1
|
|
|
$
|
360.9
|
|
|
$
|
1,291.9
|
|
September 30, 2017
|
792.6
|
|
|
88.4
|
|
|
377.3
|
|
|
1,258.3
|
|
||||
Intangible assets, net:
|
|
|
|
|
|
|
|
||||||||
September 30, 2018
|
$
|
396.9
|
|
|
$
|
23.3
|
|
|
$
|
—
|
|
|
$
|
420.2
|
|
September 30, 2017
|
417.2
|
|
|
22.1
|
|
|
—
|
|
|
439.3
|
|
Note 18.
|
Subsequent Events
|
Note 19.
|
Quarterly Consolidated Financial Information (Unaudited)
|
|
Quarter
|
||||||||||||||
|
Fourth
|
|
Third
|
|
Second
|
|
First
|
||||||||
|
(in millions, except per share amounts)
|
||||||||||||||
2018
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
254.3
|
|
|
$
|
250.2
|
|
|
$
|
233.2
|
|
|
$
|
178.3
|
|
Gross profit
|
85.5
|
|
|
74.5
|
|
|
74.5
|
|
|
55.4
|
|
||||
Operating income
|
40.5
|
|
|
30.6
|
|
|
29.9
|
|
|
20.7
|
|
||||
Income from continuing operations
|
25.0
|
|
|
15.3
|
|
|
10.2
|
|
|
55.1
|
|
||||
Net income
|
25.0
|
|
|
15.3
|
|
|
10.2
|
|
|
55.1
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per basic share(1)
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.16
|
|
|
0.10
|
|
|
0.06
|
|
|
0.35
|
|
||||
Net income
|
0.16
|
|
|
0.10
|
|
|
0.06
|
|
|
0.35
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per diluted share(1)
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.16
|
|
|
0.10
|
|
|
0.06
|
|
|
0.34
|
|
||||
Net income
|
0.16
|
|
|
0.10
|
|
|
0.06
|
|
|
0.34
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
226.9
|
|
|
$
|
232.2
|
|
|
$
|
199.7
|
|
|
$
|
167.2
|
|
Gross profit
|
81.0
|
|
|
82.6
|
|
|
52.5
|
|
|
51.8
|
|
||||
Operating income
|
33.6
|
|
|
43.0
|
|
|
11.3
|
|
|
14.2
|
|
||||
Income from continuing operations
|
20.1
|
|
|
24.1
|
|
|
4.7
|
|
|
5.4
|
|
||||
Discontinued operations
|
(0.8
|
)
|
|
(0.1
|
)
|
|
68.6
|
|
|
1.3
|
|
||||
Net income
|
19.3
|
|
|
24.0
|
|
|
73.3
|
|
|
6.7
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per basic share(1)
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.13
|
|
|
0.15
|
|
|
0.03
|
|
|
0.03
|
|
||||
Discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
0.43
|
|
|
0.01
|
|
||||
Net income
|
0.12
|
|
|
0.15
|
|
|
0.46
|
|
|
0.04
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per diluted share(1)
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
0.13
|
|
|
0.15
|
|
|
0.03
|
|
|
0.03
|
|
||||
Discontinued operations
|
(0.01
|
)
|
|
—
|
|
|
0.42
|
|
|
0.01
|
|
||||
Net income
|
0.12
|
|
|
0.15
|
|
|
0.45
|
|
|
0.04
|
|
(1)
|
The sum of the quarterly amounts may not equal the full year amount due to rounding.
|
1.
|
Prior Agreements. Executive acknowledges and represents that any and all prior understandings or agreements including, without limitation, any agreements set forth in any preliminary offer letters, are terminated and that the only obligations and duties between the Company and Executive with respect to any severance are those expressly set forth in this Agreement and those set forth in the Executive Change-in-Control Severance Agreement between Executive and the Company dated as of the date hereof (the “Change-in-Control Agreement”). Executive represents and warrants that Executive is not a party to any other agreement or obligation for personal services and that there exists no impediment or restraint, contractual or otherwise on Executive’s power, right or ability to accept the Company’s offer of employment and to perform the employment specified in this Agreement.
|
2.
|
Employment
|
a.
|
The employment of Executive hereunder will commence on a date to be mutually agreed by the parties (the “Commencement Date”), which is expected to be August 8, 2018 (and no later than August 20, 2018). Executive will serve as Executive Vice President, General Counsel, Chief Compliance Officer and Secretary, and will report to the Chief Executive Officer of the Company. Executive’s principal place of employment will be the Company’s offices located in Atlanta, Georgia, subject to necessary travel in the ordinary course of Executive’s duties. Executive will have the responsibilities generally consistent for such position in similarly sized public companies and such other additional responsibilities as may be assigned to Executive from time to time by the Company’s Chief Executive Officer. Executive acknowledges that this Agreement contemplates any possible future promotion and any assignment of responsibilities with respect to any affiliate or subsidiary of the Company, which may be made without amendment of this Agreement.
|
b.
|
Executive shall devote substantially all of Executive’s working time, attention and energies to the business of the Company and its affiliated entities. With permission of the person to whom Executive reports, Executive may be involved in charitable and professional activities and serve on boards of not-for-profit entities, in each case in accordance with Company policy and in a manner and in organizations that will not adversely affect Executive’s performance or reflect unfavorably on the Company. Executive may not serve on any for-profit board without the prior permission of the Board of Directors of the Company (the “Board”). In no event will Executive be covered by any insurance policies of the Company for service on other boards unless pursuant to a specific written endorsement approved by the Chief Executive Officer of the Company and obtained by Executive.
|
3.
|
Compensation and Benefits
|
a.
|
Executive’s annual base salary (“Salary”) will be $415,000 per year, payable in substantially equal installments in accordance with the Company’s payroll procedures. Executive’s Salary and job performance will be reviewed at least once per year consistent with the practices of the Company.
|
b.
|
Executive will be entitled to participate in the Company’s management incentive bonus plan, as in effect from time to time and as approved by the Compensation and Human Resources Committee (the “Compensation Committee”) of the Board. Executive’s initial target annual bonus for 2018 will be 60% of Executive’s Salary in effect for such year (“Target Bonus”). Actual annual bonus (the “Bonus”) may range from 0% to 200% of Target Bonus and will be determined based upon corporate and/or individual performance factors established by the Compensation Committee. Target Bonus ranges, target and performance goals may be changed in accordance with the applicable plan and
|
c.
|
Executive will be eligible to participate in the Company’s long term incentive program consistent with its application to executives generally at the level of responsibility held and with the terms of such program, as in effect from time to time. In fiscal year 2019, the target value of Executive’s long-term incentive opportunity shall be equal to $475,000. Equity awards will be granted and priced at the time the Company normally distributes its grants to executives using a modified Black-Scholes valuation or any other appropriate valuation method, as determined by the Compensation Committee. Targets are market-based, are established by the Compensation Committee, and may change from time to time. All targets established and equity awards granted are at the discretion of the Compensation Committee.
|
d.
|
Executive will be eligible to participate in any pension, profit sharing, health or welfare benefit program generally made available by the Company to similarly situated executive employees, as in effect from time to time in accordance with the terms of such plans, including, without limitation:
|
i.
|
Any life and group health (medical, dental, etc.) benefit programs generally applicable to executives in the location in which Executive is primarily based.
|
ii.
|
Any tax qualified retirement plan generally applicable to salaried employees in the location in which Executive is primarily based.
|
iii.
|
The Company’s Employee Stock Purchase Plan generally applicable to salaried employees in the location in which Executive is primarily based.
|
iv.
|
Four weeks of annual vacation to be used in accordance with the Company’s vacation policies generally applicable to executives in the location in which Executive is primarily based.
|
v.
|
Expense reimbursement for properly documented ordinary and necessary business expenses incurred by Executive in the performance of employment hereunder in accordance with the Company’s expense reimbursement policy.
|
e.
|
Executive shall be entitled to a car allowance of $1,500 per month, subject to applicable taxes.
|
f.
|
Executive shall be entitled to reimbursement of financial planning expenses in accordance with the Company’s policy for executive financial planning. This shall be equal to $10,000 during the first calendar year of employment and $7,500 in the following calendar year and beyond.
|
g.
|
Executive shall be entitled to reimbursement for expenses of an annual physical in accordance with the Company’s policy for executive physical exams, which amount shall be treated as taxable income.
|
h.
|
Executive agrees to comply with policies as adopted from time to time by the Board for executives, which includes stock ownership guidelines, which currently require Executive to accumulate three times his Salary in Company stock over a five year period.
|
i.
|
On the Commencement Date, Executive will receive an equity grant of restricted stock units with a grant date fair value equal to $500,000 (the “Sign-On RSUs”), which will vest upon the second anniversary of the Commencement Date (the “Vesting Date”) and be paid in the form of stock. The valuation of these grants will be made by the independent compensation consultant to the Compensation Committee. If Executive leaves the Company prior to the Vesting Date, any unvested restricted stock units will be automatically forfeited. All equity awards are granted at the discretion of the Compensation Committee.
|
j.
|
Executive shall receive a sign-on bonus of $275,000, payable at the time annual bonus payments are made by the Company with respect to 2018. In the event Executive voluntarily terminates employment prior to the first anniversary of the Commencement Date, Executive will repay the full amount of the sign-on bonus to the Company within 30 days of Executive’s date of termination.
|
4.
|
Termination of Employment for Death; By the Company for Cause or Disability; By Executive’s Resignation Other than for Good Reason. Executive’s employment automatically terminates upon Executive’s death. The Company may terminate Executive’s employment on account of Disability or for Cause. Executive may terminate his employment for other than Good Reason (as defined below in Article I, Section 6(b)) upon not less than 15 business days prior written notice to the Company. Upon termination of employment for any of the foregoing reasons, Executive will be entitled to accrued and unpaid Salary through the date of termination of employment, and other benefits in accordance with the terms of the Company’s retirement, insurance, and other applicable plans and programs then in effect. In addition, in the event that the Company elects to terminate Executive’s employment on account of Disability, Executive will also be entitled to an immediate full vesting and lapse of all restrictions on the Sign-On RSUs. The preceding sentence shall override any conflicting language contained in any applicable award agreement.
|
a.
|
For purposes of this Agreement, “Disability” occurs if Executive has been physically or mentally incapacitated so as to render Executive incapable of performing the essential functions of any substantial gainful activity, or Executive has received income replacement benefits under a Company plan for at least three months, and, in either instance, that incapacity is expected to result in death or to last for a continuous period of at least 12 months. Executive’s receipt of disability benefits under the Company’s long-term disability plan or receipt of Social Security disability benefits will be deemed conclusive evidence of Disability for purposes of this Agreement.
|
b.
|
For purposes of this Agreement, the term “Cause” shall be determined solely by the Compensation Committee exercising good faith and reasonable judgment, and shall mean the occurrence of any one or more of the following:
|
i.
|
Executive’s conviction or guilty plea of a felony or conviction or guilty plea of any crime involving fraud or dishonesty;
|
ii.
|
Executive’s theft or embezzlement of property from the Company;
|
iii.
|
Executive’s willful and continued refusal to perform the duties of his position in all material respects (other than any such failure resulting from Executive’s incapacity due to physical or mental illness), that continues for more than 15 business days after the Company gives Executive written notice of the failure, specifying what duties Executive failed to perform and an opportunity to cure;
|
iv.
|
Executive’s fraudulent preparation of financial information with respect to the Company;
|
v.
|
Executive’s willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, provided that no act or failure to act on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that the action or omission was in the best interests of the Company; or
|
vi.
|
Executive’s willful violation of material Company policies or procedures, including, but not limited to, the Company’s Code of Business Conduct and Ethics and Compliance Program (or any successor policy) then in effect.
|
5.
|
Involuntary Termination of Employment by the Company. If the Company involuntarily terminates the employment of Executive other than as set forth in Section 4 above, Executive will be entitled to the benefits set forth below.
|
i.
|
Lump sum payment of accrued and unpaid Salary through the date of termination of employment and other accrued benefits, paid on the same basis as paid upon any voluntary termination of employment. Such lump sum amount will be paid in accordance with the Company’s normal payroll procedures.
|
ii.
|
Notwithstanding any contrary provisions in any incentive bonus plan or in Section 3(b) of this Article I, Executive will be paid an annual bonus for the fiscal year in which the termination of employment occurs determined and paid in the same manner as for all other executive participants in the Company’s annual bonus program, except that the bonus will be prorated for the portion of the fiscal year during which Executive was actively employed and will be paid within 75 days following the end of such fiscal year.
|
iii.
|
An amount equal to 262.5% of Executive’s current rate of Salary (the “Base Amount”). Payment of the Base Amount shall be made in substantially equal monthly installments over 18 months from the date of Executive’s separation from service (within the meaning of Section 409A of the Code). The first such installment shall be paid within 60 days following Executive’s separation from service and subsequent installments shall be paid on the last business day of each succeeding month; provided, however, that Executive’s entitlement to each such installment shall be contingent upon execution (and non-revocation) by Executive of the release under Article III, Section 2.
|
iv.
|
An immediate full vesting and lapse of all restrictions on the Sign-On RSUs. This provision shall override any conflicting language contained in any applicable award agreement.
|
v.
|
To the extent provided by federal COBRA law, and the Company’s group health insurance plan as in effect from time to time, Executive will be eligible to continue Executive’s group health insurance benefits for Executive and Executive’s eligible dependents at Executive’s own expense. Such coverage shall be subject to Executive’s timely election of COBRA continuation coverage, the timely payment of all required premiums, and the satisfaction of all other applicable requirements as in effect from time to time.
|
vi.
|
Executive will continue group life insurance coverage for a period of 18 months following the date of termination of employment on the same terms and conditions as prior to the termination of employment.
|
vii.
|
Notwithstanding anything to the contrary herein, if Executive is a “specified employee” under Section 409A of the Code, then any payment(s) to Executive described in this Agreement that (A) constitute “deferred compensation” to an Executive under Section 409A of the Code; (B) are not exempt from Section 409A of the Code; and (C) are otherwise payable within six months after Executive’s separation from service (within the meaning of Section 409A of the Code) shall instead be made on the date six months and one day after such separation from service, and such payment(s) shall be increased by an amount equal to interest on each such payment(s) at a rate of interest equal to the Federal Funds Rate in effect as of the date of termination of employment from the date on which such payment(s) would have been made in the absence of this provision and the payment date described in this sentence. The Federal Funds Rate shall mean the “Federal Funds Rate” as published by The Wall Street Journal on the date prior to the calculation of any interest under this Agreement.
|
viii.
|
The Company will cover Executive’s reasonable and documented expenses related to outplacement services, the cost and duration of which shall be determined by the Company in its sole discretion; provided, however, the outplacement assistance is intended to be exempt from Section 409A of the Code under the exemption in Treas. Reg. § 1.409A-1(b)(9)(v)(A) and, thus, (i) the services will be limited as necessary to be “reasonable” under Section 409A of the Code, (ii) the services shall be provided by no later than the last day of the second calendar year following the year in which Executive's date of termination of employment occurs, and (iii) no related payments will be paid beyond the third calendar year after the year in which Executive’s termination of employment occurs.
|
6.
|
Termination by Executive for Good Reason. If Executive terminates his employment for Good Reason, Executive will be entitled to the same benefits as if employment had been terminated involuntarily under Article I, Section 5. Any benefits provided under this section are conditioned on Executive satisfying the Good Reason requirements set forth below in this Section 6 and meeting the requirements for a satisfactory release as set forth in Article III, Section 2.
|
i.
|
An action by the Company resulting in a material diminution in Executive’s authority, duties, or responsibilities;
|
ii.
|
The Company’s relocation of Executive’s principal place of employment to a location outside a 50-mile radius of Atlanta, Georgia; or
|
iii.
|
A material reduction in Executive’s annual rate of Salary stated in Section 3(a), or as the same may be increased from time to time;
|
7.
|
Clawback. Notwithstanding anything herein to the contrary and only to the extent required by law, if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under applicable securities laws or regulations of any stock exchange, then Executive agrees to reimburse the Company for (a) any bonus or other incentive-based or equity-based compensation received by Executive from the Company during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the document(s) embodying such financial reporting requirement and (b) any profits realized from the sale of securities of the Company during such 12-month period. The Compensation Committee shall have the exclusive authority to interpret and enforce this provision.
|
8.
|
Taxes. The Company shall withhold from any amounts payable under this Agreement all federal, state, city, or other taxes as legally shall be required. The Company does not guarantee any particular tax treatment or outcome for Executive.
|
9.
|
Compliance with Section 409A of the Code
|
a.
|
Executive’s right to receive any installment payments will be treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement, to the extent such payment is subject to Section 409A of the Code.
|
b.
|
Any reimbursements and in-kind benefits provided under this Agreement that constitute deferred compensation within the meaning of Section 409A of the Code will be made or provided in accordance with the requirements of Section 409A of the Code, including, without limitation, that (i) in no event will any fees, expenses or other amounts eligible to be reimbursed by the Company under this Agreement be paid later than the last day of the calendar year next following the calendar year in which the applicable fees, expenses or other amounts were incurred; (ii) the amount of expenses eligible for reimbursement, or in-kind benefits that the Company is obligated to pay or provide, in any given calendar year will not affect the expenses that the Company is obligated to reimburse, or the in-kind benefits that the Company is obligated to pay or provide, in any other calendar year, provided that the foregoing clause (ii) will not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect; (iii) Executive’s right to have the Company pay or provide such reimbursements and in-kind benefits may not be liquidated or exchanged for any other benefit; and (iv) in no event will the Company’s obligations to make such reimbursements or to provide such in-kind benefits apply later than Executive’s remaining lifetime.
|
c.
|
It is the intention of the Company and Executive that this Agreement not result in unfavorable tax consequences to Executive under Section 409A of the Code. Accordingly, Executive consents to any amendment of this Agreement as the Company may reasonably make in furtherance of such intention, and the Company shall promptly provide, or make available to, Executive a copy of such amendment. Any such amendments shall be made in a manner that preserves to the maximum extent possible the intended benefits to Executive. This Section 9(c) does not create an obligation on the part of the Company to modify this Agreement and does not guarantee that the amounts or benefits owed under this Agreement will not be subject to interest and penalties under Section 409A of the Code.
|
d.
|
All references to “Code” in this Agreement will mean the Internal Revenue Code of 1986, as amended, and the regulations and guidance published thereunder.
|
1.
|
Noncompetition. Executive agrees as follows:
|
a.
|
Executive will not perform Competitive Services, directly or indirectly, for any person, entity, business, or enterprise in the United States (the “Territory”) engaged in the business of the Company as being carried on as of the date of termination of Executive’s employment (“Competing Business”) for a period of 12 months following the date of such termination of employment. For purposes of the foregoing restriction, “Competitive Services” means performing services in a senior leadership position for any person, firm, partnership, corporation, limited liability company, or other entity that manufactures water infrastructure or pipe-related products for use in non-residential construction and duties substantially similar to those duties Executive will perform for the Company under this Agreement or, in the case of managerial or executive duties, managerial or executive duties for a Competing Business.
|
b.
|
Executive acknowledges and agrees that:
|
i.
|
Executive is familiar with the business of the Company and the commercial and competitive nature of the industry and recognizes that the value of the Company’s business would be injured if Executive performed Competitive Services for a Competing Business;
|
ii.
|
The restrictive covenants contained in this Agreement are essential to the continued good will and profitability of the Company;
|
iii.
|
In the course of employment with the Company, Executive will become familiar with the trade secrets and other Confidential Information (as defined below) of the Company and its subsidiaries, affiliates, and related entities, and that Executive’s services will be of special, unique, and extraordinary value to the Company; and
|
iv.
|
Executive’s skills and abilities enable Executive to seek and obtain similar employment in a business other than a Competing Business, and Executive possesses other skills that will serve as the basis for employment opportunities that are not prohibited by this Agreement. When Executive’s employment with the Company terminates, Executive expects to be able to earn a livelihood without violating the terms of this Agreement.
|
2.
|
Nonsolicitation of Employees and Contractors. During the term of Executive’s employment with the Company and for a period of 12 months following the date of termination of Executive’s employment with the Company for any reason whatsoever, Executive shall not, either on his own account or for any person, firm, partnership, corporation, limited liability company, or other entity; (a) solicit any employee of the Company to leave his or her employment with the Company (or any of its affiliates); (b) induce or attempt to induce any such employee to breach his or her employment arrangements with the Company (or any of its affiliates) or (c) induce or attempt to induce any independent contractors to leave or terminate their relationships with the Company(or any of its affiliates).
|
3.
|
Nonsolicitation of Customers. During the term of Executive’s employment with the Company and for a period of two years following the date of termination of Executive's employment with the Company for any reason whatsoever, Executive shall not, directly or indirectly, solicit or attempt to solicit any current customer of the Company or any of its affiliates with which Executive had material contact during his employment with the Company: (a) to cease doing business in whole or in part with or through the Company or any of its affiliates; or (b) to do business with any other person, firm, partnership, corporation, limited liability company, or other entity which performs services competitive to those provided by the Company or any of its affiliates. The foregoing 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 any of its affiliates) during the period of Executive’s employment. For purposes of this
|
4.
|
Developments. Executive agrees that all inventions, improvements, trade secrets, reports, manuals, computer programs, systems, tapes and other ideas and materials developed or invented by Executive during the period of Executive’s employment with the Company, either solely or in collaboration with others, which relate to the actual or anticipated business or research of the Company or any of its affiliates, which result from or are suggested by any work Executive may perform, or which result from use of the Company’s premises or the Company’s or its customers’ property (collectively, the “Developments”) shall be the sole and exclusive property of the Company. Executive hereby assigns to the Company Executive’s entire right and interest in any Developments and will hereafter execute any documents in connection therewith that the Company may reasonably request. This Article II, Section 4 does not apply to any inventions that Executive made prior to his employment by the Company, or to any inventions that Executive develops entirely on his own time without using any of the Company’s equipment, supplies, facilities or the Company’s or its customers’ confidential information and which do not relate to the Company’s business, anticipated research and developments or the work Executive has performed for the Company or any of its affiliates.
|
5.
|
Non-Disparagement. During the term of Executive’s employment with the Company and thereafter, neither the Company nor Employee shall, directly or indirectly, for himself or on behalf of, or in conjunction with, any person, firm, partnership, corporation, limited liability company, or other entity:
|
a.
|
Make any statements or announcements or permit anyone to make any public statements or announcements concerning Executive’s reasons for termination of employment with the Company without Executive’s consent, or
|
b.
|
Make any statements that are inflammatory, detrimental, slanderous, or negative in any way to the interests of the Company or its affiliated entities on the one hand, or Executive, on the other hand.
|
1.
|
Confidentiality and Non-Disclosure
|
a.
|
Executive acknowledges that, in the course of Executive’s employment, Executive will have access to confidential information, trade secrets, knowledge or data relating to the Company and its businesses, including but not limited to information disclosed to Executive, or known by Executive as a consequence of or through employment with the Company, where such information is not generally known in the trade or industry, and where such information refers or relates in any manner whatsoever to the business activities, processes, services, or products of the Company, or any affiliates (“Confidential Information”).
|
b.
|
Confidential Information includes, but is not limited to, business and development plans (whether contemplated, initiated, or completed), mergers and acquisitions, pricing information, business contacts, sources of supply, customer information (including customer lists, customer preferences, and sales history), methods of operation, results of analysis, customer lists (including advertising contacts), business forecasts, financial data, costs, revenues, and similar information.
|
c.
|
Confidential Information is to be protected regardless of its format (tangible or intangible); thus, it includes information maintained in electronic form (such as e-mails, computer files, or information on a cell phone, mobile device, or other personal data device). Information that is in the public domain, other than as a result of a breach of this Agreement, shall not constitute Confidential Information.
|
d.
|
Executive agrees that during employment with the Company and during the two year period thereafter, Executive will not use or disclose, on Executive’s own behalf or on behalf of any other person or entity, any Confidential Information to employees of the Company or third parties who do not have a need-to-know such Confidential Information; provided, however, that Executive may disclose Confidential Information during employment in the normal course of business.
|
e.
|
Executive agrees that the non-disclosure obligation contained in this Article III, Section 1 shall extend longer than two years after termination of employment with respect to any materials or information that constitutes a trade secret of the Company under applicable law, for the full period of time in which such materials or information remain a trade secret, if longer than two years.
|
f.
|
Executive agrees to take all reasonable precautions to safeguard and prevent disclosure of Confidential Information to unauthorized persons or entities.
|
2.
|
Release. As a condition of receiving any severance payments under this Agreement, Executive must sign and not revoke, within 60 days following the date of Executive’s termination of employment, a written release of all claims against the Company and its affiliates, directors, officers, employees and related entities including, without limitation, claims relating to employment discrimination of any kind, wage payment, breach of contract, claims for workers compensation, unemployment, disability and severance claims that Executive has or may have at the termination of employment. In addition, Executive will agree not to sue the Company or any other entities or persons released. If such a general release described in the immediately preceding sentence has not been executed and delivered and become irrevocable on or before the end of such 60-day period, no severance payments will be or become payable under this Agreement.
|
3.
|
Intellectual Property. Executive agrees that Executive has no right to use, for the benefit of Executive or anyone other than the Company, any of the copyrights, trademarks, service marks, patents, and inventions of the Company.
|
4.
|
Return of Property. Executive agrees that upon termination of employment or, prior to such termination at the request of the Company, Executive shall return to the Company all documents, copies, recordings of any kind, papers, computer records, and other material in Executive’s possession or under Executive’s control which may contain or be derived from Confidential Information, together with all other documents, notes, other work product, and other material and property belonging or relating to the Company, and any tangible Company property, including any computer equipment, cell phone, mobile device, pager, or other electronic personal data device, keys and security passcards. Executive will not copy or delete any information on such property prior to the return of Company property.
|
5.
|
Injunctive Relief. Executive and the Company recognize that the services to be rendered by Executive hereunder are of a special, unique, unusual, and extraordinary character having a peculiar value, the loss of which will cause the Company immediate and irreparable harm which cannot be adequately compensated in damages. Executive and the Company further recognize that disclosure of any Confidential Information or breach of the provisions of this Agreement will give rise to immediate and irreparable injury to the Company that is inadequately compensable in damages. In the event of a breach or threatened breach of this Agreement, Executive agrees and consents that the Company shall be entitled to injunctive relief, both preliminary and permanent, without bond, and Executive will not raise the defense that the Company has an adequate remedy at law. In addition, the Company shall be entitled to any other legal or equitable remedies as may be available under law. The remedies provided in this Agreement shall be deemed cumulative and the exercise of one shall not preclude the exercise of any other remedy at law or in equity for the same event or any other event.
|
6.
|
Successors
|
a.
|
The Company shall require any successor (whether direct or indirect, by purchase, merger, reorganization, consolidation, acquisition of property or stock, liquidation, or otherwise) of all or a significant portion of the assets of the Company by agreement, in form and substance satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession had taken place. Regardless of whether such agreement is executed, this Agreement shall be binding upon any successor in accordance with the operation of law and such successor shall be deemed the “Company” for purposes of this Agreement.
|
b.
|
This Agreement shall inure to the benefit of and be enforceable by Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees, and legatees. If Executive dies while any amount would still be payable to Executive hereunder had Executive continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to Executive’s devisee, legatee, or other designee, or if there is no such designee, to Executive’s estate.
|
7.
|
Protected Rights
|
a.
|
Notwithstanding any other provision of this Agreement, nothing contained in this Agreement limits Executive’s ability to file a charge or complaint with the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (collectively, “Government Agencies”), or prevents Executive from providing truthful information in response to a lawfully issued subpoena or court order. Further, this Agreement does not limit Executive’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company.
|
b.
|
Executive is hereby notified that under the Defend Trade Secrets Act: (i) no individual will be held criminally or civilly liable under federal or state trade secret law for disclosure of a trade secret (as defined in the Economic Espionage Act) that is: (A) made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, and made solely for the purpose of reporting or investigating a suspected violation of law; or, (B) made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal so that it is not made public; and (ii) an individual who pursues a lawsuit for retaliation by an employer for reporting a suspected violation of the law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal, and does not disclose the trade secret, except as permitted by court order.
|
8.
|
Miscellaneous
|
a.
|
Employment Status. This Agreement is not, and nothing herein shall be deemed to create, an employment contract between Executive and the Company or any of its subsidiaries. Executive understands and agrees that Executive’s employment with the Company is at-will, which means that either Executive or Company may, subject to the terms of this Agreement terminate this Agreement at any time with or without cause and with or without notice. Executive acknowledges that the rights of the Company remain wholly intact to change or reduce at any time and from time to time his compensation, title, responsibilities, location, and all other aspects of the employment relationship with the Company, or to discharge him (subject to such discharge possibly qualifying Executive for severance under Article I, Section 4 or 5).
|
b.
|
Agreement. This Agreement and Executive Change-in-Control Severance Agreement between the Company and Executive dated July 18, 2018 (the “Change in Control Agreement”) contain the entire understanding of the Company and Executive with respect to the subject matter hereof and supersede all prior agreements, understandings, negotiations, representations and statements, whether oral, written, implied or expressed, relating to such subject matter. If severance benefits would be payable hereunder, and under any other Company-related severance plan, program, or award, and the Change in Control Agreement, the severance benefits payable under the Change in Control Agreement will be paid pursuant to the terms thereof, and any other severance benefits provided under this Agreement or any such other plan, program or award will be forfeited. For the avoidance of doubt, the intent of the parties is to avoid duplicative or double meaning in the event Executive is a party to multiple agreements that may be applicable in the event severance benefits become payable pursuant to a “Change in Control” as defined in the Change in Control Agreement.
|
c.
|
Notices. All notices, requests, demands, and other communications hereunder shall be sufficient if in writing and shall be deemed to have been duly given if delivered by hand or if sent by registered or certified mail to Executive at the last address he filed in writing with the Company or, in the case of the Company, at its principal office.
|
d.
|
Execution in Counterparts. This Agreement may be executed by the parties hereto in counterparts, each of which shall be deemed to be original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart.
|
e.
|
Severability. In the event any provision of this Agreement shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Agreement, and the Agreement shall be construed and enforced as if the illegal or invalid provision had not been included. Further, the captions of this Agreement are not part of the provisions hereof and shall have no force and effect. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall have no obligation to make any payment to Executive hereunder to the extent, but only to the extent, that such payment is prohibited by the terms of any final order of a federal or state court or regulatory agency of competent jurisdiction; provided, however, that such an order shall not affect, impair, or invalidate any provision of this Agreement not expressly subject to such order.
|
f.
|
Modification. No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by Executive and by a member of the Board, as applicable, or by the respective parties’ legal representatives or successors, except as provided in Article I, Section 9(c).
|
g.
|
Applicable Law. To the extent not preempted by the laws of the United States, the laws of the State of Georgia shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws.
|
h.
|
Consent to Forum. Executive expressly consents and submits that the exclusive jurisdiction for any controversy, dispute, or claim between the parties arising out of or relating to this Agreement or Executive’s employment with the Company that are not required to be submitted to arbitration pursuant to Article IV of this Agreement (such as claims for injunctive or equitable relief described in Article III, Section 5) shall be the courts in the State of Georgia. Executive expressly consents to the exercise of personal jurisdiction over Executive by the courts in the State of Georgia. Executive hereby waives, to the fullest extent permitted by applicable law, any objection or defense that a Georgia court does not have personal jurisdiction over Executive, is an improper venue, or constitutes an inconvenient forum.
|
i.
|
Indemnification. During the term of this Agreement and thereafter, the Company shall indemnify Executive and hold Executive harmless from and against any claim, loss or cause of action arising from or out of Executive’s performance as an officer, director or employee of the Company or any of its subsidiaries or other affiliates or in any other capacity, including any fiduciary capacity, in
|
1.
|
Executive and the Company agree that, except as otherwise provided in this Agreement, final and binding arbitration shall be the exclusive remedy for any controversy, dispute, or claim arising out of or relating to this Agreement or Executive’s employment with the Company, including Executive’s hire, treatment in the workplace, or termination of employment. For example, if Executive’s employment with the Company is terminated and he contends that the termination violates any statute, contract or public policy, then Executive will submit the matter to arbitration for resolution, in lieu of any court or jury trial to which Executive would otherwise might be entitled.
|
2.
|
This Article covers all common‑law and statutory claims, including, but not limited to, any claim for breach of contract (including this Agreement) and for violation of laws forbidding discrimination on the basis of race, sex, color, religion, age, national origin, disability, or any other basis covered by applicable federal, state, or local law, and includes claims against the Company and/or any parents, affiliates, owners, officers, directors, employees, agents, general partners or limited partners of the Company, to the extent such claims involve, in any way, this Agreement or Executive’s employment with the Company. This Article covers all judicial claims that could be brought by either party to this Agreement, but does not cover administrative claims for workers’ compensation or unemployment compensation benefits or the filing of charges with government agencies that prohibit waiver of the right to file a charge, and does not preclude either party to the Agreement from seeking emergency injunctive relief as provided for in Article III, Section 5.
|
3.
|
The arbitration shall be governed by JAMS Employment Arbitration Rules and Procedure except as modified herein. If a party chooses to have the arbitration proceeding administered by a third party, then the arbitration shall be administered by JAMS. If a party chooses to have the arbitration administered by JAMS, then the arbitration will “commence” in accordance with the JAMS Employment Arbitration Rules and Procedure. If a party chooses to have this matter arbitrated privately, then the arbitration will be deemed to “commence” on the date that the party, pursuant to Article III, Section 7(c), provides a demand for arbitration and notice of claims and remedies sought outlining the facts relied upon, legal theories, and statement of claimed relief (“Demand”). The responding party shall serve a response to the claims and any counterclaims within 15 business days from the date of receipt of the Demand.
|
4.
|
Any arbitration shall be held in Atlanta, Georgia (unless the parties mutually agree in writing to another location within the United States) within 120 days of the commencement of the arbitration.
|
5.
|
The arbitration shall take place before a single arbitrator to be appointed by mutual agreement of counsel for each party or, if counsel cannot agree, then pursuant to the procedures set forth by JAMS. The parties may not have any ex parte communications with the arbitrator.
|
6.
|
The arbitrator may award any relief otherwise available to the parties by law or equity.
|
7.
|
The parties will be limited to two depositions per side, and limited written discovery as may be required by the arbitrator, not to exceed that allowed under the Federal Rules of Civil Procedure.
|
1.
|
Any hearing shall be completed within 120 days of the date of commencement of the arbitration, as the term “commencement” is defined by JAMS. The arbitrator shall issue its award within 30 days of the last hearing day.
|
2.
|
Unless Executive objects, the Company will pay the arbitrator’s fees. Each party shall pay its own costs and attorneys’ fees, if any, unless the arbitrator rules otherwise. A court may enter judgment upon the arbitrator’s award, either by confirming the award, or vacating, modifying or correcting the award, on any ground referred to in the Federal Arbitration Act, or where the findings of fact are not supported by substantial evidence, or where the conclusions of law are erroneous.
|
3.
|
The provisions of this Article are severable, meaning that if any provision in this Article IV is determined to be unenforceable and cannot be reformed under applicable law, the remaining provisions shall remain in full effect, provided however, that any amendment of an unenforceable provision shall only be to the extent necessary and shall preserve the intent of the parties hereto. It is agreed and understood that the scope of this Article, including questions of arbitrability of any dispute, shall be determined by the arbitrator.
|
4.
|
Executive acknowledges that prior to accepting the provisions of this Article IV and signing this Agreement, Executive has been given an opportunity to consult with an attorney and to review the JAMS Employment Arbitration Rules and Procedure that would govern the dispute resolution process under this Article. In signing this Agreement, the parties acknowledge that the right to a court trial and trial by jury is of value, and knowingly and voluntarily waive such right for any dispute subject to the terms of this Article.
|
STEVEN S. HEINRICHS
|
|
MUELLER WATER PRODUCTS, INC.
|
||
By:
|
/s/ STEVEN S. HEINRICHS
|
|
By:
|
/s/ J. SCOTT HALL
|
|
Steven S. Heinrichs
|
|
|
J. Scott Hall
President and Chief Executive Officer
|
Article 1.
|
Definitions
|
(a)
|
“Base Salary” means, at any time, the then regular annual rate of pay Executive is receiving as annual salary, excluding amounts: (i) received under short-term or long-term incentive or other bonus plans, regardless of whether or not the amounts are deferred, or (ii) designated by the Company as payment toward reimbursement of expenses.
|
(b)
|
“Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.
|
(c)
|
“Board” means the Board of Directors of the Company.
|
(d)
|
“Cause” shall be determined solely by the Committee in the exercise of good faith and reasonable judgment, and shall mean the occurrence of any one or more of the following:
|
(i)
|
Executive’s conviction or guilty plea of a felony or conviction or guilty plea of any crime involving fraud or dishonesty;
|
(ii)
|
Executive’s theft or embezzlement of property from the Company;
|
(iii)
|
Executive’s willful and continued refusal to perform the duties of his or her position in all material respects (other than any such failure resulting from Executive’s incapacity due to physical or mental illness), that continues for more than 15 business days after the Company gives Executive written notice of the failure, specifying what duties Executive failed to perform and an opportunity to cure;
|
(iv)
|
Executive’s fraudulent preparation of financial information of the Company;
|
(v)
|
Executive’s willful engagement in conduct that is demonstrably and materially injurious to the Company, monetarily or otherwise, provided that no act or failure to act on Executive’s part shall be deemed “willful” unless done, or omitted to be done, by Executive not in good faith and without reasonable belief that the action or omission was in the best interests of the Company; or
|
(vi)
|
Executive’s willful violation of material Company policies or procedures, including but not limited to, the Company’s Code of Business Conduct and Ethics and Compliance Program (or any successor policy) then in effect.
|
(e)
|
“Change in Control” of the Company shall mean the occurrence of any one or more of the following events:
|
(i)
|
Any Person (other than the Company or any corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, and any trustee or other fiduciary holding securities under an employee benefit plan of the Company or such proportionately owned corporation) is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing more than 30% of the combined voting power of the Company’s then outstanding securities;
|
(ii)
|
During any period of not more than 36 consecutive months, individuals who at the beginning of such period constitute the Board, and any new director whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least a majority (rounded up to the nearest whole number) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;
|
(iii)
|
The consummation of a merger or consolidation of the Company with any other corporation or entity, other than: (i) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 66-2/3% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or (ii) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person acquires more than 30% of the combined voting power of the Company’s then outstanding securities; or
|
(iv)
|
The Company’s stockholders approve a plan or an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction or series of transactions having a similar effect).
|
(f)
|
“Code” means the Internal Revenue Code of 1986, as amended.
|
(g)
|
“Committee” means the Compensation and Human Resources Committee of the Board, or, if no Compensation and Human Resources Committee exists, then the full Board, or a committee of Board members, as appointed by the full Board to administer this Agreement.
|
(h)
|
“Company” means Mueller Water Products, Inc., a Delaware corporation, or any successor thereto as provided in Article 9 herein.
|
(i)
|
“Disability” or “Disabled” means that Executive has been physically or mentally incapacitated so as to render Executive incapable of performing the essential functions of any substantial gainful activity, or Executive has received income replacement benefits under a Company plan for at least three months, and, in either instance, that incapacity is expected to result in death or to last for a continuous period of at least 12 months. Executive’s receipt of disability benefits under the Company’s long-term disability plan or receipt of Social Security disability benefits shall be deemed conclusive evidence of Disability for purposes of this Agreement.
|
(j)
|
“Effective Date of Termination” means the date on which a Qualifying Termination occurs, as provided in Section 2.2 herein, which triggers the payment of Severance Benefits hereunder.
|
(k)
|
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
|
(l)
|
“Federal Funds Rate” shall mean the “Federal Funds Rate” as published by The Wall Street Journal.
|
(m)
|
“Good Reason” means, without Executive’s express written consent, the occurrence after a Change in Control of the Company of any one or more of the following:
|
(i)
|
An action by the Company resulting in a material diminution in Executive’s authority, duties, or responsibilities from those in effect as of 90 days prior to the Change in Control;
|
(ii)
|
The Company’s relocation of Executive’s principal place of employment to a location outside a 50-mile radius of Atlanta, Georgia;
|
(iii)
|
A material reduction by the Company of Executive’s Base Salary in effect on the Effective Date, or as the same may be increased from time to time;
|
(iv)
|
The failure of the Company to continue in effect any of the Company’s short- and long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or other compensation arrangements in which Executive participates unless such failure to continue the plan, policy, practice, or arrangement pertains to all plan participants generally; or the failure by the Company to continue Executive’s participation therein on substantially the same basis, both in terms of the amount of benefits provided and the level of Executive’s participation relative to other participants, as existed immediately prior to the Change in Control of the Company;
|
(v)
|
The failure of the Company to obtain a satisfactory agreement from any successor to the Company to assume and agree to perform the Company’s obligations under this Agreement, as contemplated in Article 9 herein; and
|
(vi)
|
A material breach of this Agreement;
|
(n)
|
“Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated.
|
(o)
|
“Notice of Termination for Good Reason” shall mean a notice that (i) indicates the specific termination provision or provisions relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for Termination for Good Reason and (iii) indicates a date of termination of employment. The failure by Executive to set forth in the Notice of Termination for Good Reason any facts or circumstances which contribute to the showing of Good Reason shall not waive any right of Executive hereunder or preclude Executive from asserting such fact or circumstance in enforcing his rights hereunder. The Notice of Termination for Good Reason shall provide for a date of termination of employment not less than 30 nor more than 60 days after the date such Notice of Termination for Good Reason is given, provided that in the case of the events set forth in Article I, Section (o), subsections (i) or (ii), the date may be not less than 20 days after the giving of such notice.
|
(p)
|
“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d).
|
(q)
|
“Qualifying Termination” means Executive’s “separation from service” (as such term is used in Section 409A of the Code) upon any of the events described in Section 2.2 herein, the occurrence of which triggers the payment of Severance Benefits hereunder.
|
(r)
|
“Severance Benefits” mean the payment of severance compensation as provided in Section 2.3 herein.
|
Article 2.
|
Severance Benefits
|
(a)
|
The Company’s involuntary termination of Executive’s employment without Cause; and
|
(b)
|
Executive’s voluntary employment termination of the Executive’s employment for Good Reason.
|
(a)
|
A lump-sum payment of accrued and unpaid Base Salary and other accrued benefits through the Effective Date of Termination of employment paid on the same basis as paid upon any voluntary termination of employment. Such lump sum amount shall be paid in accordance with the Company’s normal payroll procedures.
|
(b)
|
A lump-sum amount equal to Executive’s annual bonus award earned as of the Effective Date of Termination, based on actual year-to-date performance, as determined at the Committee’s discretion (excluding any special bonus payments), except that the bonus will be prorated for the portion of the fiscal year during which Executive was actively employed and will be paid within 75 days following the Effective Date of Termination. This payment will be in lieu of any other payment to be made to Executive under the annual bonus plan in which Executive is then participating for the plan year.
|
(c)
|
An aggregate amount equal to one and one-half (1.5) multiplied by the sum of the following: (i) the higher of: (A) Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (B) Executive’s annual rate of Base Salary in effect on the date of the Change in Control; and (ii) the average of the actual annual bonus earned (whether or not deferred) by Executive under the annual bonus plan (excluding any special bonus payments) in which Executive participated in the three (3) years preceding the year in which Executive’s Effective Date of Termination occurs. If Executive has less than three (3) years of annual bonus participation preceding the year in which Executive’s Effective Date of Termination occurs, then Executive’s annual target bonus established under the annual bonus plan in which Executive is then participating for the bonus plan year in which Executive’s Effective Date of Termination occurs shall be used for each year that Executive did not participate in the annual bonus plan, up to a maximum of three (3) years, to calculate the three (3) year average bonus payment. Payments shall be made in 18-monthly installments. The first (1st) installment shall be equal to 1/18th of the aggregate amount, and shall be paid on the 60th day following the Effective Date of Termination, and subsequent installments shall be paid on the last business day of each succeeding month; provided that Executive’s entitlement to each such installment shall be contingent upon execution (and non-revocation) by Executive of a release as described in Section 10.1 before the payment date under this Agreement for each such installment. Each monthly installment thereafter shall increase by a percentage equal to 1/12th of the Federal Funds rate in effect on the last day of the month preceding payment. All payments are subject to applicable taxes.
|
(d)
|
A lump-sum amount equal to one-half (0.5) multiplied by the sum of the following: (i) the higher of: (A) Executive’s annual rate of Base Salary in effect upon the Effective Date of Termination, or (B) Executive’s annual rate of Base Salary in effect on the date of the Change in Control; and (ii) the average of the actual annual bonus earned (whether or not deferred) by Executive under the Company’s annual bonus plan (excluding any special bonus payments) in which Executive participated in the three (3) years preceding the year in which Executive’s Effective Date of Termination occurs. If Executive has less than three years of annual bonus participation preceding the year in which Executive’s Effective Date of Termination occurs, then Executive’s annual target bonus established under the Company’s annual bonus plan in which Executive is then participating for the bonus plan year in which Executive’s Effective Date of Termination occurs shall be used for each year that Executive did not participate in the annual bonus plan, up to a maximum of three years, to calculate the three year average bonus payment. All payments are subject to applicable taxes.
|
(e)
|
An immediate full vesting and lapse of all restrictions on any and all outstanding equity-based long-term incentives, including but not limited to stock options and restricted stock awards held by Executive, provided that any performance-based awards shall vest assuming target performance. This provision shall override any conflicting language contained in Executive’s respective Award Agreements.
|
(f)
|
Executive will continue group life insurance coverage for a period of 18 months following the date of termination of employment on the same terms and conditions as prior to the termination of employment.
|
(g)
|
To the extent provided by federal COBRA law, and the Company’s group health insurance plan as in effect from time to time, Executive will be eligible to continue Executive’s group health insurance benefits for Executive and Executive’s eligible dependents at Executive’s own expense. Such coverage shall be subject to Executive’s timely election of COBRA continuation coverage, the timely payment of all required premiums, and the satisfaction of all other applicable requirements as in effect from time to time.
|
(h)
|
The Company will cover Executive’s reasonable and documented expenses related to outplacement services, the cost and duration of which shall be determined by the Company in its sole discretion; provided, however, the outplacement assistance is intended to be exempt from Section 409A of the Code under the exemption in Treas. Reg. § 1.409A-1(b)(9)(v)(A) and, thus, (i) the services will be limited as necessary to be “reasonable” under Section 409A of the Code, (ii) the services shall be provided by no later than the last day of the second calendar year following the year in which Executive's date of termination of employment occurs, and (iii) no related payments will be paid beyond the third calendar year after the year in which Executive’s termination of employment occurs.
|
Article 3.
|
Form and Timing of Severance Benefits
|
Article 4.
|
Noncompetition and Confidentiality
|
4.1
|
Consideration for Restrictive Covenants. Severance benefits paid under this Agreement to Executive shall constitute consideration for Executive’s agreement to be bound by the restrictive covenants set forth in this Article 4.
|
4.2
|
Noncompetition. Executive agrees as follows:
|
(a)
|
Executive will not perform Competitive Services, directly or indirectly, for any person, entity, business, or enterprise in the United States (the “Territory”) engaged in the business of the Company as being carried on as of the date of termination of Executive’s employment (“Competing Business”) for a period of 12 months following the date of such termination of employment. For purposes of the foregoing restriction, “Competitive Services” means performing services in a senior leadership position for any person, firm, partnership, corporation, limited liability company, or other entity that manufactures water infrastructure or pipe-related products for use in non-residential construction and duties substantially similar to those duties Executive will perform for the Company under this Agreement or, in the case of managerial or executive duties, managerial or executive duties for a Competing Business.
|
(b)
|
Executive acknowledges and agrees that:
|
(i)
|
Executive is familiar with the business of the Company and the commercial and competitive nature of the industry and recognizes that the value of the Company’s business would be injured if Executive performed Competitive Services for a Competing Business;
|
(ii)
|
The restrictive covenants contained in this Agreement are essential to the continued good will and profitability of the Company;
|
(iii)
|
In the course of employment with the Company, Executive will become familiar with the trade secrets and other Confidential Information (as defined below) of the Company and its subsidiaries, affiliates, and related entities, and that Executive’s services will be of special, unique, and extraordinary value to the Company; and
|
(iv)
|
Executive’s skills and abilities enable Executive to seek and obtain similar employment in a business other than a Competing Business, and Executive possesses other skills that will serve as the basis for employment opportunities that are not prohibited by this Agreement. When Executive’s employment with the Company terminates, Executive expects to be able to earn a livelihood without violating the terms of this Agreement.
|
Article 5.
|
Protected Rights
|
Article 6.
|
The Company’s Payment Obligation
|
Article 7.
|
Term of Agreement
|
Article 8.
|
Legal Remedies
|
(a)
|
Executive and the Company agree that, except as otherwise provided in this Agreement, final and binding arbitration shall be the exclusive remedy for any controversy, dispute, or claim arising out of or relating to this Agreement or Executive’s employment with the Company, including Executive’s hire, treatment in the workplace, or termination of employment. For example, if Executive’s employment with the Company is terminated and he contends that the termination violates any statute, contract or public policy, then Executive will submit the matter to arbitration for resolution, in lieu of any court or jury trial to which Executive would otherwise might be entitled.
|
(b)
|
This Section covers all common law and statutory claims, including, but not limited to, any claim for breach of contract (including this Agreement) and for violation of laws forbidding discrimination on the basis of race, sex, color, religion, age, national origin, disability, or any other basis covered by applicable federal, state, or local law, and includes claims against the Company and/or any parents, affiliates, owners, officers, directors, employees, agents, general partners or limited partners of the Company, to the extent such claims involve, in any way, this Agreement or Executive’s employment with the Company. This Section covers all judicial claims that could be brought by either party to this Agreement, but does not cover administrative claims for workers’ compensation or unemployment compensation benefits or the filing of charges with government agencies that prohibit waiver of the right to file a charge.
|
(c)
|
The arbitration shall be governed by JAMS Employment Arbitration Rules and Procedure except as modified herein. If a party chooses to have the arbitration proceeding administered by a third party, then the arbitration shall be administered by JAMS. If a party chooses to have the arbitration administered by JAMS, then the arbitration will “commence” in accordance with the JAMS Employment Arbitration Rules and Procedure. If a party chooses to have this matter arbitrated privately, then the arbitration will be deemed to “commence” on the date that the party provides a demand for arbitration and notice of claims and remedies sought outlining the facts relied upon, legal theories, and statement of claimed relief (“Demand”). The responding party shall serve a response to the claims and any counterclaims within 15 business days from the date of receipt of the Demand.
|
(d)
|
Any arbitration shall be held in Atlanta, Georgia (unless the parties mutually agree in writing to another location within the United States) within 120 days of the commencement of the arbitration.
|
(e)
|
The arbitration shall take place before a single arbitrator to be appointed by mutual agreement of counsel for each party or, if counsel cannot agree, then pursuant to the procedures set forth by JAMS. The parties may not have any ex parte communications with the arbitrator.
|
(f)
|
The arbitrator may award any relief otherwise available to the parties by law or equity.
|
(g)
|
The parties will be limited to two depositions per side, and limited written discovery as may be required by the arbitrator, not to exceed that allowed under the Federal Rules of Civil Procedure.
|
(h)
|
Any hearing shall be completed within 120 days of the date of commencement of the arbitration, as the term “commencement” is defined by JAMS. The arbitrator shall issue its award within 30 days of the last hearing day.
|
(i)
|
Unless Executive objects, the Company will pay the arbitrator’s fees. Each party shall pay its own costs and attorneys’ fees, if any, unless the arbitrator rules otherwise. A court may enter judgment upon the arbitrator’s award, either by confirming the award, or vacating, modifying or correcting the award, on any ground referred to in the Federal Arbitration Act, or where the findings of fact are not supported by substantial evidence, or where the conclusions of law are erroneous.
|
(j)
|
The provisions of this Section are severable, meaning that if any provision in this Section 8.2 (“Dispute Resolution: Mutual Agreement to Arbitrate”) is determined to be unenforceable and cannot be reformed under applicable law, the remaining provisions shall remain in full effect, provided however, that any amendment of an unenforceable provision shall only be to the extent necessary and shall preserve the intent of the parties hereto. It is agreed and understood that the scope of this Section, including questions of arbitrability of any dispute, shall be determined by the arbitrator.
|
(k)
|
Executive acknowledges that prior to accepting the provisions of this Section 8.2 and signing this Agreement, Executive has been given an opportunity to consult with an attorney and to review the JAMS Employment Arbitration Rules and Procedure that would govern the dispute resolution process under this Section. In signing this Agreement, the parties acknowledge that the right to a court trial and trial by jury is of value, and knowingly and voluntarily waive such right for any dispute subject to the terms of this Section.
|
Initials:
|
|
Steven S. Heinrichs
|
|
SSH
|
|
|
|
|
|
|
|
Mueller Water Products, Inc.
|
|
SH
|
Article 9.
|
Successors
|
Article 10.
|
Miscellaneous
|
STEVEN S. HEINRICHS
|
|
MUELLER WATER PRODUCTS, INC.
|
||
By:
|
/s/ STEVEN S. HEINRICHS
|
|
By:
|
/s/ J. SCOTT HALL
|
|
Steven S. Heinrichs
|
|
|
J. Scott Hall
President and Chief Executive Officer
|
Subsidiaries of Mueller Water Products, Inc.
|
||||
Entity
|
|
State of incorporation or
organization
|
|
Doing business as
|
Echologics B.V.
|
|
Netherlands
|
|
N/A
|
Echologics, LLC
|
|
Delaware
|
|
Delaware Echologics, LLC
|
|
|
|
|
Echologics Delaware, LLC
|
|
|
|
|
Echologics of Delaware, LLC
|
Echologics Pte. Ltd.
|
|
Singapore
|
|
N/A
|
Henry Pratt Company, LLC
|
|
Delaware
|
|
Hydro Gate
|
|
|
|
|
Lined Valve Company
|
|
|
|
|
Milliken Valve
|
Henry Pratt International, LLC
|
|
Delaware
|
|
N/A
|
James Jones Company, LLC
|
|
Delaware
|
|
James Jones Company of Delaware, LLC
|
Jingmen Pratt Valve Co. Ltd.
|
|
People's Republic of China
|
|
N/A
|
Mueller Canada Holdings Corp.
|
|
Canada
|
|
N/A
|
Mueller Canada Ltd.
|
|
Canada
|
|
Echologics
|
|
|
|
|
Mueller Canada
|
|
|
|
|
Mueller Canada Echologics
|
Mueller Co. International Holdings, LLC
|
|
Delaware
|
|
N/A
|
Mueller Co. LLC
|
|
Delaware
|
|
Mueller Manufacturing Company, LLC
|
|
|
|
|
Mueller Company, LLC
|
|
|
|
|
Mueller Co. LP
|
|
|
|
|
Mueller Co. New York LLC
|
Mueller Group Co-Issuer, Inc.
|
|
Delaware
|
|
N/A
|
Mueller Group, LLC
|
|
Delaware
|
|
Mueller Flow, LLC
|
|
|
|
|
Mueller Group of Delaware, LLC
|
Mueller International Holdings Limited
|
|
United Kingdom
|
|
N/A
|
Mueller International, LLC
|
|
Delaware
|
|
Mueller International (N.H.)
|
Mueller Middle East (FZE)
|
|
United Arab Emirates
|
|
|
Mueller Property Holdings, LLC
|
|
Delaware
|
|
N/A
|
Mueller Service California, Inc.
|
|
Delaware
|
|
N/A
|
Mueller Service Co., LLC
|
|
Delaware
|
|
Mueller Service Co. of Delaware
|
|
|
|
|
Mueller Service Co. of Delaware, LLC
|
Mueller Systems, LLC
|
|
Delaware
|
|
Mueller Systems of Delaware, LLC
|
Mueller SV, Ltd.
|
|
Canada
|
|
Singer Valve
|
OSP, LLC
|
|
Delaware
|
|
OSP Properties, LLC
|
|
|
|
|
OPS of Delaware, Limited Liability Company
|
PCA-Echologics Pty Ltd.
|
|
Australia
|
|
N/A
|
Singer Valve, LLC
|
|
North Carolina
|
|
N/A
|
Singer Valve (Taicang) Co., Ltd.
|
|
People's Republic of China
|
|
N/A
|
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/ Scott Hall
|
Scott Hall
|
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.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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/s/ Marietta Edmunds Zakas
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Marietta Edmunds Zakas
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Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Scott Hall
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Scott Hall
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Chief Executive Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ Marietta Edmunds Zakas
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Marietta Edmunds Zakas
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Chief Financial Officer
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