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What changed in Mueller Water Products, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Mueller Water Products, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+259 added−254 removedSource: 10-K (2025-11-19) vs 10-K (2024-11-20)

Top changes in Mueller Water Products, Inc.'s 2025 10-K

259 paragraphs added · 254 removed · 199 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

67 edited+16 added−10 removed46 unchanged
Biggest changeWater Management Solutions Water Management Solutions’ portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection and pressure management and control products and solutions. We recognized $559.2 million, $641.3 million and $533.3 million of net sales in our 2024, 2023, and 2022 fiscal years respectively, for Water Management Solutions products and solutions. Fire Hydrants.
Biggest changeWe recognized $604.8 million, $559.2 million and $641.3 million of net sales in our 2025, 2024 and 2023 fiscal years, respectively, for Water Management Solutions products and solutions. Fire Hydrants. Water Management Solutions manufactures dry-barrel and wet-barrel fire hydrants. Water Management Solutions sells fire hydrants for new water infrastructure development, fire protection systems and water infrastructure repair and replacement projects.
However, we consider the pool of proprietary information consisting of expertise and trade secrets relating to the design, manufacture and operation of our products to be particularly important and valuable. We generally own the rights to the products that we manufacture and sell, and we are not dependent in any material way upon any third-party license or franchise to operate.
However, we consider our proprietary information consisting of expertise and trade secrets relating to the design, manufacture and operation of our products to be particularly important and valuable. We generally own the rights to the products that we manufacture and sell, and we are not dependent in any material way upon any third-party license or franchise to operate.
Water Management Solutions produces machines and tools for tapping, drilling, extracting, installing and stopping-off, which are designed to work with its water and gas fittings and valves as an integrated system. We also provide gas valve products primarily for use in gas distribution systems. Water Leak Detection and Pipe Condition Assessment Products and Services .
Water Management Solutions produces machines and tools for tapping, drilling, extracting, installing and line stopping, which are designed to work with its water and gas fittings and valves as an integrated system. We also provide gas valve products primarily for use in gas distribution systems. Water Leak Detection and Pipe Condition Assessment Products and Services .
RISK FACTORS-Our business depends on a small group of key customers for a significant portion of our sales.” Water Flow Solutions Water Flow Solutions sells its products primarily through waterworks distributors to a wide variety of end user customers, including water and wastewater utilities, and fire protection and constructi on contractors.
RISK FACTORS - Our business depends on a small group of key customers for a significant portion of our sales.” Water Flow Solutions Water Flow Solutions sells its products primarily through waterworks distributors to a wide variety of end user customers, including water and wastewater utilities, and fire protection and construction contractors.
Location Expiration of current agreement(s) Chattanooga, TN November 2025 Chattanooga, TN January 2027 Decatur, IL June 2027 Albertville, AL October 2027 Securities Exchange Act Reports We file annual and quarterly reports, proxy statements and other information with the United States Securities and Exchange Commission (“SEC”) as required.
Location Expiration of current agreement(s) Chattanooga, TN December 2025 Chattanooga, TN January 2027 Decatur, IL June 2027 Albertville, AL October 2027 Securities Exchange Act Reports We file annual and quarterly reports, proxy statements and other information with the United States Securities and Exchange Commission (“SEC”) as required.
Item 1. BUSINESS Our Company Mueller Water Products, Inc. (“Mueller,” “we,” “our,” or the “Company”) is a leading manufacturer and marketer of products and services used in the transmission, distribution and measurement of water in North America. Our products and services are used by municipalities and the residential and non-residential construction industries.
Item 1. BUSINESS Our Company Mueller Water Products, Inc. (“Mueller,” “we,” “our,” or the “Company”) is a leading manufacturer and marketer of products and solutions used in the transmission, distribution and measurement of water in North America. Our products and solutions are used by municipalities and the residential and non-residential construction industries.
Financial Health and Wellness Work-Life Balance Competitive base pay Medical, dental and vision insurance with mental/behavioral health benefits Paid time off, paid holidays and jury duty pay Bonus plans tied to company performance for all employees Flexible spending/health savings accounts Paid parental leave with 12 weeks of paid leave for eligible birth parents; 4 weeks paid parental leave for non-birth adoptive and foster parents Employee stock purchase plan at a discounted stock price Supplemental health benefits, including accident, hospital indemnity, critical illness and whole life coverage Employee assistance program Recognition pay and service awards Wellness rewards program Employee discount programs 401(k) retirement plans with a 5% company match and several pre-tax and after-tax savings options Health plan programs, including smoking cessation Employee engagement activities including family friendly events Short- and long-term disability insurance On-site and no-cost vaccinations Virtual healthcare options for general medicine and mental health needs Healthcare navigation service for managing existing benefits On-site health fairs and free health screenings Commitment to Diversity and Inclusion.
Financial Health and Wellness Work-Life Balance Competitive base pay Medical, dental and vision insurance with mental/behavioral health benefits Paid time off, paid holidays and jury duty pay Bonus plans tied to company performance for all employees Flexible spending/health savings accounts Paid parental leave with 12 weeks of paid leave for eligible birth parents; 4 weeks paid parental leave for non-birth, adoptive and foster parents Employee stock purchase plan at a discounted stock price Supplemental health benefits, including accident, hospital indemnity, critical illness and whole life coverage Employee assistance program Recognition pay and service awards Wellness rewards program Employee discount programs 401(k) retirement plans with a 5% company match and several pre-tax and after-tax savings options Health plan programs, including smoking cessation Employee engagement activities including family friendly events Short- and long-term disability insurance On-site and no-cost vaccinations and biometric screenings (with at-home physical kits available) Virtual healthcare options for general medicine, dermatology, and mental health needs Healthcare navigation service for managing existing benefits On-site health fairs and free health screenings Commitment to Inclusion.
Our principal executive office is located at 1200 Abernathy Road N.E., Suite 1200, Atlanta, Georgia 30328, and our main telephone number at that address is (770) 206-4200. 10 Table of Contents Index to Financial Statements
Our principal executive office is located at 1200 Abernathy Road N.E., Suite 1200, Atlanta, Georgia 30328, and our main telephone number at that address is (770) 206-4200. 9 Table of Contents Index to Financial Statements
RISK FACTORS-Strong competition could adversely affect prices and demand for our products and services, which would adversely affect our operating results and financial condition.” There are only a few competitors for most of our product and service offerings. Many of our competitors are well-established companies with products that have strong brand recognition.
See “Item 1A. RISK FACTORS - Strong competition could adversely affect prices and demand for our products and services, which would adversely affect our operating results and financial condition.” There are only a few competitors for most of our product and service offerings. Many of our competitors are well-established companies with products that have strong brand recognition.
We have successfully negotiated and extended several of our collective bargaining agreeme nts in the past. Our locations with employees covered by such agreements are presented below.
We have successfully negotiated and extended several of our collective bargaining agreements in the past. Our locations with employees covered by such agreements are presented below.
Our principal competitors are Sensus, Neptune Technology Group Inc., Badger Meter, Inc., Itron, Inc., and Master Meter, Inc. We also sell pressure control valves and pressure loggers through our Singer Valve and i2O products. The primary competitors for these products are Cla-Val, Watts, OCV, Ross Valve, Bermad and Halma.
Our principal competitors in water metering products and systems are Sensus, Neptune Technology Group Inc., Badger Meter, Inc., Itron, Inc. and Master Meter, Inc. We also sell pressure control valves and pressure loggers through our Singer Valve and i2O products. The primary competitors for these products are Cla-Val, Watts, OCV, Ross Valve, Bermad and Halma.
We are committed to upholding fundamental human rights and believe that all human beings should be treated with dignity, fairness, and respect. 8 Table of Contents Index to Financial Statements Employee Total Compensation and Benefits Philosophy. We offer financial, physical and mental health benefits, as well as programs that help employees take care of themselves and balance work-life considerations.
We are committed to upholding fundamental human rights and believe that all human beings should be treated with dignity, fairness, and respect. Employee Total Compensation and Benefits Philosophy. We offer financial, physical and mental health benefits, as well as programs that help employees take care of themselves and balance work-life considerations.
Our iron gate valve or fire hydrant products are specified for use in the largest 100 metropolitan areas in the United States. Our large installed base, broad product range and well-known brands have led to long-standing relationships with the key distributors and end users of our products. Our consolidated net sales were $1,314.7 million in 2024.
Our iron gate valve and hydrant products are specified for use in the largest 100 metropolitan areas in the United States. Our large installed base, broad product range and well-known brands have led to long-standing relationships with the key distributors and end users of our products. Our consolidated net sales were $1,429.7 million in 2025.
RISK FACTORS-Any inability to protect our intellectual property or our failure to effectively defend against intellectual property infringement claims could adversely affect our competitive position.” 4 Table of Contents Index to Financial Statements Our brand names include: Canada Valve ™ Centurion ® Echologics ® Echoshore ® ePulse ® Ez-Max ® Hersey ® Hydro Gate ® Hydro-Guard ® HYMAX ® HYMAX VERSA ® Jones ® Krausz ® LeakFinderRT ® Milliken ™® Mueller ® Mueller Systems ® Pratt ® Pratt Industrial ® Repaflex ® Repamax ® Sentryx ™ Singer ® U.S.
RISK FACTORS - Any inability to protect our intellectual property or our failure to effectively defend against intellectual property infringement claims could adversely affect our competitive position.” Our brand names include: Canada Valve ™ Centurion ® Echologics ® Echoshore ® ePulse ® Ez-Max ® Hersey ® Hydro Gate ® Hydro-Guard ® HYMAX ® HYMAX VERSA ® Jones ® Krausz ® LeakFinderRT ® Milliken ® Mueller ® Mueller Systems ® Pratt ® Pratt Industrial ® Repaflex ® Repamax ® Sentryx ™ Singer ® U.S.
We consider our installed base, product quality, customer service level, brand recognition, innovation, distribution and technical support to be competitive strengths. The competitive environment for most of Water Flow Solutions’ valve products is mature and many end users are slow to transition to brands other than their historically preferred brands making it difficult to increase market share.
We consider our installed base, product quality, customer service level, brand recognition, innovation, distribution and technical support to be competitive strengths. The competitive environment for most of Water Flow Solutions’ valve products is mature and many end users are slow to transition to brands other than their historically preferred brands.
It is likely that additional climate change related mandates will be forthcoming, and it is expected that they may adversely impact our costs by increasing energy costs and raw material prices, requiring operational or equipment modifications to reduce emissions and creating costs to comply with regulations or to mitigate the financial consequences of such compliance.
It is likely that additional climate change related mandates will be forthcoming primarily in jurisdictions outside the United States, and it is expected that they may adversely impact our costs by increasing energy costs and raw material prices, requiring operational or equipment modifications to reduce emissions and creating costs to comply with regulations or to mitigate the financial consequences of such compliance.
These and other laws and regulations impact the manner in which we conduct our business, and changes in legislation or government policies can affect our operations, both favorably and unfavorably.
These and other laws and regulations impact the manner in which we conduct our business, and changes in legislation or government policies can affect our operations.
Additionally, our products are typically specified by a water utility for use in its infrastructure system. , leak detection and pressure control products Water Flow Solutions Water Flow Solutions’ product portfolio includes iron gate valves, specialty valves and service brass products.
Additionally, our products are typically specified by a water utility for use in its infrastructure system. Water Flow Solutions Water Flow Solutions’ product portfolio includes iron gate valves, specialty valves and service brass products.
Sales of the products are heavily influenced by the specifications for the underlying projects. Approximately 6% of Water Flow Solutions’ net sales were to Canadian customers in fiscal years 2024 and 2023, and 8% in fiscal year 2022.
Sales of the products are heavily influenced by the specifications for the underlying projects. Approximately 5% of Water Flow Solutions’ net sales were to Canadian customers in fiscal year 2025 and 6% in fiscal years 2024 and 2023.
Pipe Valve and Hydrant brand names in the United States and Mueller and the Canada Valve™ brand names in Canada. Water Management Solutions also makes wet-barrel fire hydrants, where the valves are located in the hydrant nozzles and the barrel contains water at all times.
Water Management Solutions sells dry-barrel fire hydrants under the Mueller and U.S. Pipe Valve and Hydrant brand names in the United States and under the Mueller and the Canada Valve™ brand names in Canada. Water Management Solutions also makes wet-barrel fire hydrants, where the valves are located in the hydrant nozzles and the barrel contains water at all times.
Although we have long-standing relationships with most of our key distributors, we typically do not have long-term contracts with them, including our two largest distributors, which together accounted for approxim ately 38%, 35% and 40% of our gross sales in 2024, 2023 and 2022 fiscal years, respectively . See “Item 1A.
Although we have long-standing relationships with most of our key distributors, we typically do not have long-term contracts with them, including our two largest distributors, which together accounted for approximately 37%, 38% and 35% of our gross sales in 2025, 2024 and 2023 fiscal years, respectively. See “Item 1A.
Water Management Solutions The Water Management Solutions product and service portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection, as well as pressure management and control products and solutions. Net sales of products and services in the Water Management Solutions business unit were approximately 43% of fiscal 2024 consolidated net sales.
Net sales of products in the Water Flow Solutions business unit were approximately 58% of fiscal 2025 consolidated net sales. Water Management Solutions The Water Management Solutions product and service portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection, as well as pressure management and control products and solutions.
Our remote disconnect water meter enables the water flow to be stopped and started remotely via a handheld device or from a central operating facility. Manufacturing See “Item 2. PROPERTIES” for a description of our principal manufacturing facilities.
Our remote disconnect water meter enables the water flow to be stopped and started remotely via a handheld device or from a central operating facility. 3 Table of Contents Index to Financial Statements Manufacturing See “Item 2. PROPERTIES” for a description of our principal manufacturing facilities.
With an AMI system, a network of permanent data collectors or gateway receivers that are always active or listening 3 Table of Contents Index to Financial Statements for the radio transmission from the utilities’ meters gathers the data. Water Management Solutions sells both AMR and AMI systems and related products.
With an AMI system, a network of permanent data collectors or gateway receivers that are always active or listening for the radio transmission from the utilities’ meters gathers the data. Water Management Solutions sells both AMR and AMI systems and related products.
Water Management Solutions also sells its water metering, leak detection, including pipe condition assessment, and pressure management and control products and solutions directly to municipalities and to waterworks distributors. Approximate ly 6% of Water Management Solutions’ net sales were to Canadian customers in fiscal years 2024 and 2023, and 7% in fiscal year 2022.
Water Management Solutions also sells its water metering, leak detection, including pipe condition assessment, and pressure management and control products and solutions directly to municipalities and to waterworks distributors. Approximately 6% of Water Management Solutions’ net sales were to Canadian customers in fiscal years 2025, 2024, and 2023.
As of September 30, 2024, women and minorities each represented 36% of our Board of Directors. We condemn human rights abuses and do not condone the use of slave or forced labor, human trafficking, child labor, the degrading treatment of individuals, physical punishment, or unsafe working conditions.
As of September 30, 2025, women and minorities represented 33% and 44% of our Board of Directors, respectively. We condemn human rights abuses and do not condone the use of slave or forced labor, human trafficking, child labor, the degrading treatment of individuals, physical punishment, or unsafe working conditions.
Net sales and operating income have historically been lowest in the quarters ending December 31 and March 31 when the northern United States and most of Canada generally face weather conditions that restrict significant construction and other field crew activity. See “Item 1A.
Net sales and operating income have historically been lowest in our first and second fiscal quarters ending December 31 and March 31, respectively, when the northern United States and most of Canada generally face weather conditions that restrict significant construction activity. See “Item 1A.
Pipe Valve and Hydrant Seasonality Parts of our business depend upon construction activity, which is seasonal in many areas as a result of the impact of cold weather conditions on construction.
Pipe Valve and Hydrant 4 Table of Contents Index to Financial Statements Seasonality Parts of our business depend upon construction activity, which is seasonal in many areas as a result of the impact of cold weather conditions on construction.
We use the lost foam technique for fire hydrant production in our Albertville, Alabama facility and for iron gate valve production in our Chattanooga, Tennessee facility.
Our iron foundries use both lost foam and green sand-casting techniques. We use the lost foam technique for fire hydrant production in our Albertville, Alabama, facility and for iron gate valve production in our Chattanooga, Tennessee, facility.
Our primary competitors for these products are Smith Blair, T.D. Williamson, and A.Y. McDonald. Water Management Solutions also sells water metering products and systems, primarily in the United States.
The gas repair products we sell are primarily used on distribution lines. Our primary competitors for these products are Smith Blair, T.D. Williamson, and A.Y. McDonald. Water Management Solutions also sells water metering products and systems, primarily in the United States.
The following are key human capital measures and objectives on which the Company currently focuses. Core Values. Our core values of respect, integrity, trust, safety and inclusion shape our culture and define who we are.
We strive to recruit, develop, engage, train and protect our workforce. The following are key human capital measures and objectives on which the Company currently focuses. Core Values. Our core values of respect, integrity, trust, safety and inclusion shape our culture and define who we are.
Our anticipated capital expenditures for environmental projects are not expected to have a material effect on our financial condition, results of operations or liquidity. Human Capital We believe our employees are our greatest asset, and we endeavor to provide a safe, inclusive, high-performance culture where our people can thrive. We strive to recruit, develop, engage, train and protect our workforce.
Our anticipated capital expenditures for environmental projects are not expected to have a material effect on our financial condition, results of operations or liquidity. 7 Table of Contents Index to Financial Statements Human Capital We believe our employees are our greatest asset, and we endeavor to provide a safe, inclusive, high-performance culture where our people can thrive.
At September 30, 2024, approximately 42% of our United States workforce was represented by collective bargaining agreements. Additionally, certain foreign countries where we have employees, such as China, provide by law for employee rights which include requirements similar to collective bargaining agreements. We believe we have good relations with our employees, including those represented by collective bargaining agreements.
As of September 30, 2025, approximately 42% of our United States workforce was represented by collective bargaining agreements. Additionally, we have employees in foreign countries, such as China, which have employee rights laws that include requirements similar to collective bargaining agreements. We believe we have good relations with our employees including those represented by collective bargaining agreements.
Expanding our systems and employee capabilities will allow us to improve our customer experience. We continue to invest time and resources to deepen our channel partnerships’ end-customer relationships to increase our presence in the fastest-growing markets. Additionally, we seek to attract and retain customers through product training and engineering resources to ascertain, educate and understand project requirements.
We continue to invest time and resources to deepen our channel partnerships and end-customer relationships to increase our presence in the fastest-growing markets. Additionally, we seek to attract and retain customers through product training and engineering resources to ascertain, educate and understand project requirements.
Water valve products typically range in size from ¾ inch to 36 inches in diameter. Water Flow Solutions also manufactures significantly larger valves as custom orders through some of its product lines. Most of these valves are used in water transmission or distribution, water treatment facilities or industrial applications.
Water valve products typically range in size from ¾ inch to 36 inches in diameter. Water Flow Solutions also manufactures significantly larger valves as custom orders through some of its product lines.
Except for certain orders issued by environmental, health and safety regulatory agencies, with which we believe we are in compliance and which we believe are immaterial to our financial condition, results of operations and liquidity, we are not currently named as a party in any judicial or administrative proceeding relating to environmental, health and safety matters. 7 Table of Contents Index to Financial Statements Greenhouse gas ("GHG") emissions have increasingly become the subject of political and regulatory focus.
Except for certain orders issued by environmental, health and safety regulatory agencies, with which we believe we are in compliance and which we believe are immaterial to our financial condition, results of operations and liquidity, we are not currently named as a party in any judicial or administrative proceeding relating to environmental, health and safety matters.
Purchased parts and raw materials represented approxi mately 35% and 9%, respectively, of Cost of sales in 2024. Patents, Licenses and Trademarks We have active patents relating to the design of our products and trademarks for our brands and products. We have filed, and continue to file when appropriate, patent applications used in connection with our business and products.
Patents, Licenses and Trademarks We have active patents relating to the design of our products and trademarks for our brands and products. We have filed, and continue to file when appropriate, patent applications used in connection with our business and products.
We recognized $755.5 million, $634.4 million and $714.1 million of net sales in our 2024, 2023 and 2022 fiscal years, respectively, for Water Flow Solutions products and solutions. 2 Table of Contents Index to Financial Statements Water Valves and Related Products.
We recognized $824.9 million, $755.5 million and $634.4 million of net sales in our 2025, 2024 and 2023 fiscal years, respectively, for Water Flow Solutions products and solutions. Water Valves and Related Products.
Regulatory and Environmental Matters Our operations are subject to numerous federal, state and local laws and regulations, both within and outside the United States, in areas such as: competition, government contracts, international trade, labor and employment, tax, licensing, consumer protection, environmental protection, workplace health and safety, and others.
R&D expenses were $19.9 million, $20.5 million and $25.9 million during 2025, 2024 and 2023, respectively. 6 Table of Contents Index to Financial Statements Regulatory and Environmental Matters Our operations are subject to numerous federal, state and local laws and regulations, both within and outside the United States, in areas such as: competition, government contracts, international trade, labor and employment, tax, licensing, consumer protection, environmental protection, workplace health and safety, and others.
These manufacturing operations include foundry, machining, fabrication, assembly, testing and painting operations. Not all facilities perform each of these operations. Our existing manufacturing capacity is sufficient for anticipated near-term requirements.
These manufacturing operations include foundry, machining, fabrication, assembly, testing and painting operations. Not all facilities perform each of these operations. Our existing manufacturing capacity is sufficient for anticipated near-term requirements. Our new brass foundry in Decatur, Illinois, is operational, and we have closed our legacy brass foundry that was built in the 1900s.
“ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ” and in Note 14. of the Notes to Consolidated Financial Statements in Part II, Item 8. “ FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ” of this Annual Report. Organization Updates In August 2023, Marietta Edmunds Zakas was appointed to Chief Executive Officer and to the Board of Directors.
“ MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ” and in Note 14. of the Notes to Consolidated Financial Statements in Part II, Item 8. “ FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ” of this Annual Report. Organization Updates In January 2025, we announced the appointment of Ms.
The lost foam technique has several advantages over the green sand technique, especially for high-volume products, including a reduction in the number of manual finishing operations, lower scrap rates and the ability to reuse some of the materials. Additionally, we design, manufacture, and assemble water metering products in Cleveland, North Carolina.
The lost foam technique has several advantages, especially for high-volume, larger products, including a reduction in the number of manual finishing operations, lower scrap rates and the ability to reuse some of the materials while the green sand process is better suited for smaller, simpler parts.
In dry-barrel fire hydrants, the valve connecting the barrel of the hydrant to the water main is located below ground at or below the frost line, which keeps the upper barrel dry. Water Management Solutions sells dry-barrel fire hydrants under the Mueller and U.S.
Our fire hydrants consist of an upper barrel and nozzle section and a lower barrel and valve section that connect to a water main. In dry-barrel fire hydrants, the valve connecting the barrel of the hydrant to the water main is located below ground at or below the frost line, which keeps the upper barrel dry.
Backlog for Water Management Solutions and Water Flow Solutions are as follows: September 30, 2024 2023 (in millions) Water Flow Solutions $ 199.0 $ 232.0 Water Management Solutions 103.5 93.5 Total backlog $ 302.5 $ 325.5 Sales cycles for metering systems can span several years, and it is common for customers to place orders throughout the contract period.
Backlog for Water Flow Solutions and Water Management Solutions are as follows: September 30, 2025 2024 (in millions) Water Flow Solutions $ 208.0 $ 199.0 Water Management Solutions 112.7 103.5 Total backlog $ 320.7 $ 302.5 Sales cycles for metering systems often extend over several years, and customers typically place orders incrementally throughout the contract term.
All employees are required to understand and obey local laws, to report any suspected violations, and to act in accordance with our Core Values and Code of Conduct. We are committed to providing fair and equitable pay. In 2021, we completed a pay equity analysis to ensure we met this commitment.
All employees are required to understand and obey local laws, to report any suspected violations, and to act in accordance with our Core Values and Code of Business Conduct and Ethics. We are committed to providing fair and equitable pay. We have a comprehensive pay structure that allows for employee development and provides promotional opportunities.
We are making investments to enhance collaboration and teamwork throughout the organization to create a culture of talent development, enabling us to execute on our strategic opportunities and make Mueller a preferred place to work. We prioritize employee engagement and transparency by implementing programs and processes to provide our employees with opportunities to ask questions, voice concerns and share feedback.
We continue to make investments to enhance collaboration and teamwork throughout the organization to create a culture of talent development, enabling us to execute on our strategic opportunities and make Mueller a preferred place to work.
Although we believe we have a common understanding with our customer as to the total value of a contract when it is awarded, we do not include customer orders in our backlog until the customer order is received. Competition The United States and Canadian markets for water infrastructure and flow control products are very competitive. See “Item 1A.
While we believe we share a mutual understanding with the customer regarding the total contract value at the time of award, orders are reflected in our backlog once a formal order is received, not when the contract is awarded. 5 Table of Contents Index to Financial Statements Competition The United States and Canadian markets for water infrastructure and flow control products are very competitive.
Water Management Solutions manufactures or sources water meter systems that are sometimes ordered in large quantities with delivery dates over several years. We expect approximately 6% of Water Management Solutions’ backlog at the end of 2024 will not be shipped until beyond 2025.
The delivery lead time for certain product lines such as specialty valves can be longer than one year, and we expect approximately 22% of Water Flow Solutions’ backlog at the end of 2025 will be shipped after 2026. Water Management Solutions manufactures or sources water meter systems that are sometimes ordered in large quantities with delivery dates over several years.
This communication is accomplished in part by conducting employee satisfaction surveys, global town halls and facility employee meetings. Continue to seek, acquire, and invest in businesses and technologies that expand our existing portfolio or allow us to enter new markets.
Continue to seek, acquire, and invest in businesses and technologies that expand our existing portfolio or allow us to enter new markets.
Additionally, our new brass foundry in Decatur, Illinois is operational, and in the first half of our fiscal 2025, we expect to close our old brass foundry which was built in the early 1900s.
Our new brass foundry in Decatur, Illinois, is operational, and we have closed our legacy brass foundry, which was built in the early 1900s.
Business Strategy Our business strategy is to capitalize on the large, attractive and growing water infrastructure markets worldwide. Key elements of this strategy are as follows: Improve operational excellence and expand capabilities. We expect to make disciplined investments in our commercial and operational capabilities to drive additional performance improvements.
Net sales of products and services in the Water Management Solutions business unit were approximately 42% of fiscal 2025 consolidated net sales. Business Strategy Our business strategy is to capitalize on the large, attractive and growing water infrastructure markets worldwide. Key elements of this strategy are as follows: Improve operational excellence and expand capabilities.
Programs to strengthen our talent include an employee referral program, tuition reimbursement, continued training and development and succession planning. We also have partnerships with local and national educational institutions for our recruiting efforts. We prioritize employee engagement and transparency by implementing programs and processes to ensure our employees have opportunities to ask questions, voice concerns, and share feedback.
We strive to attract, develop and retain high-performing talent, and we support and reward employee performance. Programs to strengthen our talent include an employee referral program, tuition reimbursement, continued training and development, and succession planning. We also have partnerships with local and national educational institutions for our recruiting efforts.
The markets for products and services sold by Water Management Solutions are very competitive, with some mature products, and many end users are slow to transition to brands other than their historically preferred brands.
The competitive environment for many of Water Management Solutions’ products, including fire hydrants and gas repair products, is mature, and many end users are slow to transition to brands other than their historically preferred brands.
In Atlanta, Georgia, we design and support AMR and AMI systems in our research and development center of excellence for software and electronics. Our research and development center in Toronto, Ontario, Canada, designs and supports leak detection and pipe condition assessment products and solutions.
In Atlanta, Georgia, we design and support AMR and AMI systems in our research and development center of excellence for software and electronics. Our facility in Jingmen, China, manufactures and assembles specialty valve products, and our facility in Ariel, Israel, designs, manufactures, and assembles repair products and solutions.
Accelerate sales growth through enhanced customer experience and innovation. We plan to continue to invest in process improvements to support our objective of being the preferred partner for our customers. We are making disciplined investments in our commercial teams to enhance our customer experience to further differentiate us in the market and support our opportunities for net sales growth.
We are making disciplined investments in our commercial teams to enhance our customer experience to further differentiate us in the market and support our opportunities for net sales growth. Expanding our systems and employee capabilities will allow us to improve our customer experience.
We expect these investments to support our domestic manufacturing capabilities for specialty and large valves and to capitalize on the growing need for highly engineered valves required for water infrastructure projects. Additionally, we expect these investments to drive operational efficiencies, expand capabilities for American-made products, advance our sustainability environmental initiatives, and help accelerate product development.
We expect these investments to support our domestic manufacturing capabilities for specialty and large valves and to capitalize 1 Table of Contents Index to Financial Statements on the growing need for highly engineered valves required for water infrastructure projects.
In connection with these efforts, we work to minimize the amount of water we use at our manufacturing facilities and maintain stringent water quality standards. Our processes are designed to return the water used in manufacturing to a quality level that does not negatively impact the receiving environment.
We continue to design our processes to return the water used in manufacturing to a quality level that does not negatively impact the receiving environment.
We are focused on improving operational excellence, increasing supply chain efficiencies and developing advanced manufacturing capabilities to drive productivity across our facilities. We expect these efforts will drive sales growth, improve product margins, and facilitate innovation and new product development.
We expect to make disciplined investments in our commercial and operational capabilities to drive additional performance improvements. We are focused on improving operational excellence, increasing supply chain efficiencies and developing advanced manufacturing capabilities to drive productivity and increase domestic capacity across our facilities.
Concern over potential climate change, including global warming, has led to legislative and regulatory initiatives directed at limiting GHG emissions. In addition to certain federal proposals in the United States to regulate GHG emissions, many states and countries have enacted, are enacting or are considering enacting GHG legislation, regulations or international accords, either individually and/or as part of regional initiatives.
While United States federal climate policy has recently shifted toward deregulation, including efforts to roll back GHG reporting requirements and federal GHG emissions oversight, some states in the United States and several countries have enacted, are enacting or are considering enacting GHG legislation, regulations or international accords, either individually and/or as part of regional initiatives.
Our environmental strategy focuses on responsible sourcing and manufacturing sustainable products that address numerous water infrastructure challenges. We have established reduction targets for key environmental performance indicators such as GHG emissions, internal water withdrawal intensity and waste to landfill, as well as targets for increased use of recycled materials in our products.
We have established reduction targets for key environmental performance indicators such as GHG emissions, internal water withdrawal intensity and waste to landfill. In connection with these efforts, we work to minimize the amount of water we use at our manufacturing facilities and maintain stringent water quality standards.
Productivity improvements within our facilities should allow us to lower costs, which can help fund additional manufacturing initiatives and continued investment in product development. Since 2018, we have prioritized capital investments to modernize our manufacturing facilities and processes, expand capacity and capabilities for domestic manufacturing and accelerate new product development.
Since 2018, we have prioritized capital investments to modernize our manufacturing facilities and processes, expand capacity and capabilities for domestic manufacturing and accelerate new product development. We believe these investments will drive margin expansion by lowering costs, expanding our product portfolio, and improving product quality.
Product design and support for our intelligent water solutions products and services for pressure management are in Southampton, United Kingdom. Purchased Components and Raw Materials Our products are made using various purchased components and seve ral basic raw materials that include brass ingot, scrap steel, sand and resin.
Purchased Components and Raw Materials Our products are made using various purchased components and several basic raw materials that include brass ingot, scrap steel, sand and resin. Purchased parts and raw materials represented approximately 35% and 8%, respectively, of Cost of sales in 2025.
We created the Mueller Development Program (“MDP”) to provide a pathway for upcoming talent. We offer a Frontline Leader training program, which includes resources in time management, communication, team building, as well as personal coaching. 9 Table of Contents Index to Financial Statements At September 30, 2024, we employed approximately 3,400 people, of whom 83% work in the United States.
We partner with a third party to bring leadership development programs to our frontline supervisors and managers, which cover topics including resources in time management, communication and team building, as well as personal coaching. As of September 30, 2025, we employed approximately 3,500 people, 83% of whom work in the United States.
Based on the results of this analysis, we introduced a comprehensive, pay structure and promotion program. In 2024, we invested in a leading software solution to conduct workforce pay equity audits that consider gender, race/ethnicity, age, and disabilities. We believe this program will provide us with the ability to conduct ad hoc and annual pay equity audits.
In 2024, we invested in a leading software solution to conduct workforce pay equity audits that consider gender, race/ethnicity, age, and disabilities. As a result of this pay equity review, we found no systemic issues but did appropriately adjust the pay of several individuals in 2025.
The primary focus of these operations is to develop new products, improve and refine existing products and obtain and assure compliance with industry approval certifications or standards, such as AWWA, UL, FM, NSF and The Public Health and Safety Company. R&D expenses were $20.5 million, $25.9 million and $24.5 million during 2024, 2023 and 2022, respectively.
These operations develop new products, improve and refine existing products and obtain and assure compliance with industry approval certifications or standards, such as those established by American Water Works Association, UL Research Institutes, FM Global, National Science Foundation and The Public Health and Safety Company.
For our pipe repair products, we believe our brand names, including Krausz ® and HYMAX ® , are generally associated with premium products as a result of our patented technology and superior features. Our current marketing strategy is primarily focused on repair, joining and restraining of water infrastructure piping systems, which consists of cast iron, ductile iron and plastic pipe.
For our pipe repair products, we believe our brand names, including Krausz ® and HYMAX ® , are generally associated with premium products as a result of our patented technology and superior features. Our primary competitors in the repair market are Romac Industries, Smith Blair, Viking Johnson, AVK Group, JCM Industries, and Georg Fisher Ltd.
This communication is accomplished in part by conducting an annual employee satisfaction survey, global quarterly town halls and periodic facility employee meetings. Our fiscal year 2024 United States employee turnover rate was approximately 22%. Leadership and Culture Development. As new generations enter the workforce, their dedication to sustainability is pivotal for our long-term prosperity.
We prioritize employee engagement and transparency by implementing programs and processes to ensure our employees have opportunities to ask questions, voice concerns, and share feedback. This communication is accomplished in part by conducting employee experience surveys, global quarterly town halls, and periodic facility employee meetings. Our fiscal year 2025 United States employee turnover rate was approximately 20%.
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Ms. Zakas formerly served as our Chief Financial Officer. In May 2024, Paul McAndrew, Chief Operating Officer, was promoted to President and Chief Operating Officer. In September 2024, we announced that Steven S. Heinrichs, the Company’s Chief Financial Officer (“CFO”) and Chief Legal and Compliance Officer, will be transitioning from his position effective on or about December 31, 2024. Mr.
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Melissa Rasmussen as Senior Vice President and Chief Financial Officer effective March 3, 2025. On March 1, 2025, Mr. Steven S. Heinrichs transitioned from his roles as Chief Financial Officer and Chief Legal Officer to Senior Advisor and remained an advisor until September 30, 2025. In August 2025, we announced the appointment of Ms. Richelle R.
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Heinrichs will continue to serve as CFO and Chief Legal and Compliance Officer until a new CFO has been named. Water Flow Solutions The Water Flow Solutions product portfolio includes iron gate valves, specialty valves and service brass products. Net sales of products in the Water Flow Solutions business unit were approximately 57% of fiscal 2024 consolidated net sales.
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Feyerherm as Chief Accounting Officer effective August 15, 2025. Ms. Feyerherm also serves as the Company’s principal accounting officer. On November 6, 2025, we announced that Ms. Marietta Edmunds Zakas will retire as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors, effective as of February 9, 2026 (the “Transition Date”).
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We believe these i nvestments will drive margin expansion by lowering costs, expanding our product portfolio, and improving product quality. We have 1 Table of Contents Index to Financial Statements completed our large valve manufacturing expansion in Chattanooga, Tennessee and a new facility in Kimball, Tennessee, which included consolidating multiple facilities.
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In connection with Ms. Zakas’ retirement, the Company’s Board of Directors appointed Mr. Paul McAndrew as President and Chief Executive Officer, effective as of the Transition Date. Water Flow Solutions The Water Flow Solutions product portfolio includes iron gate valves, specialty valves and service brass products.
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Water Management Solutions manufactures dry-barrel and wet-barrel fire hydrants. Water Management Solutions sells fire hydrants for new water infrastructure development, fire protection systems and water infrastructure repair and replacement projects. Our fire hydrants consist of an upper barrel and nozzle section and a lower barrel and valve section that connect to a water main.
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We expect these efforts will drive sales growth, improve product margins, and facilitate innovation and new product development. Productivity improvements within our facilities are expected to drive cost reductions to support additional manufacturing initiatives and ongoing investment in product development.
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To meet longer-term capacity requirements and modernize some production facilities, we have expanded the large valve casting capabilities at the facility located in Chattanooga, Tennessee, and added a new facility nearby in Kimball, Tennessee to expa nd domestic manufacturing capabilities for specialty large valves.
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Additionally, we expect these investments to drive operational efficiencies, expand capabilities for American-made products, advance our sustainability initiatives, and help accelerate product development. Accelerate sales growth through enhanced customer experience and innovation. We plan to continue to invest in process improvements to support our objective of being the preferred partner for our customers.
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Additionally, our new brass foundry in Decatur, Illinois, is operational and in the first half of our fiscal 2025, we expect to close our old brass foundry that was built in the 1900s. Our foundries use both lost foam and green sand-casting techniques.
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We prioritize employee engagement and transparency by implementing programs and processes to provide our employees with opportunities to ask questions, voice concerns and share feedback. This communication is accomplished in part by conducting employee experience surveys, global town halls and facility employee meetings.
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The delivery lead time for certain product lines such as specialty valves 5 Table of Contents Index to Financial Statements can be longer than one year, and we expect approximately 17% of Water Flow Solutions’ backlog at the end of 2024 will not be shipped until beyond 2025.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

44 edited+15 added−7 removed135 unchanged
Biggest changeIf increased funding requirements are particularly significant and sustained, our overall liquidity could be materially reduced, which could cause us to reduce investments and capital expenditures, or restructure or refinance our debt, among other things. 20 Table of Contents Index to Financial Statements The Israel-Hamas war may continue to adversely affect our ability to staff and operate our Ariel, Israel facility.
Biggest changeIncreasing life spans for plan participants may increase the estimated benefit payments and increase the amounts reported for pension obligations, pension contributions and pension expenses. If increased funding requirements are particularly significant and sustained, our overall liquidity could be materially reduced, which could cause us to reduce investments and capital expenditures, or restructure or refinance our debt, among other things.
Inflation has recently affected and has the potential to continue to adversely affect our business, financial condition and results of operations by increasing our overall cost structure, including purchased parts, commodity and raw material costs and labor.
Inflation has recently adversely affected and has the potential to continue to adversely affect our business, financial condition and results of operations by increasing our overall cost structure, including purchased parts, commodity and raw material costs and labor.
If significant tariffs or other restrictions continue to be placed on foreign imports by the United States and related countermeasures are taken by impacted foreign countries, our sales and results of operations may be harmed.
If significant tariffs or other restrictions continue to be placed on foreign imports by the United States and related countermeasures are taken by impacted foreign countries, our sales and results of operations may be harmed.
These types of transactions involve numerous other risks, including but not limited to: • Diversion of management time and attention from existing operations, • Difficulties in integrating acquired businesses, technologies and personnel into our business or into our compliance and control programs, particularly those that include international operations, • Working with partners or other ownership structures with shared decision-making authority (our interests and other ownership interests may be inconsistent), • Difficulties in obtaining and verifying relevant information regarding a business or technology prior to the consummation of a transaction, including the identification and assessment of liabilities, claims or other circumstances, including those relating to intellectual property claims, which could result in litigation or regulatory exposure, 13 Table of Contents Index to Financial Statements • Assumption of liabilities that exceed our estimated amounts, • Verification of financial statements and other business information of an acquired business, • Inability to obtain required regulatory approvals and/or required financing on favorable terms, • Potential loss of key employees, contractual relationships or customers of the acquired business, • Increased operating expenses related to the acquired businesses or technologies, • The failure of new technologies, products or services to gain market acceptance with acceptable profit margins, • Entering new markets in which we have little or no experience or in which competitors may have stronger market positions, • Dilution of stockholder value through the issuance of equity securities or equity-linked securities, and • Inability to achieve expected synergies or the achievement of such synergies taking longer than expected to realize, including increases in sales, enhanced efficiencies or increased market share, or the benefits ultimately may be smaller than we expected.
These types of transactions involve numerous other risks, including but not limited to: • Diversion of management time and attention from existing operations, • Difficulties in integrating acquired businesses, technologies and personnel into our business or into our compliance and control programs, particularly those that include international operations, • Working with partners or other ownership structures with shared decision-making authority (our interests and other ownership interests may be inconsistent), • Difficulties in obtaining and verifying relevant information regarding a business or technology prior to the consummation of a transaction, including the identification and assessment of liabilities, claims or other circumstances, including those relating to intellectual property claims, which could result in litigation or regulatory exposure, 12 Table of Contents Index to Financial Statements • Assumption of liabilities that exceed our estimated amounts, • Verification of financial statements and other business information of an acquired business, • Inability to obtain required regulatory approvals and/or required financing on favorable terms, • Potential loss of key employees, contractual relationships or customers of the acquired business, • Increased operating expenses related to the acquired businesses or technologies, • The failure of new technologies, products or services to gain market acceptance with acceptable profit margins, • Entering new markets in which we have little or no experience or in which competitors may have stronger market positions, • Dilution of stockholder value through the issuance of equity securities or equity-linked securities, and • Inability to achieve expected synergies or the achievement of such synergies taking longer than expected to realize, including increases in sales, enhanced efficiencies or increased market share, or the benefits ultimately may be smaller than we expected.
Part of our growth strategy depends on expanding internationally. Although sales outside of the United States account for a relatively small percentage of our total net sales, we have business activity in Canada, Israel and the United Kingdom. Some countries that present potential business opportunities also face political and economic instability and vulnerability to infrastructure and other disruptions.
Part of our growth strategy depends on expanding internationally. Although sales outside of the United States account for a relatively small percentage of our total net sales, we have business activity in Canada, China, Israel and the United Kingdom. Some countries that present potential business opportunities also face political and economic instability and vulnerability to infrastructure and other disruptions.
Growing concern over climate change also may result in additional legal or regulatory requirements designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment. Many of our manufacturing plants use significant amounts of electricity generated by burning fossil fuels, which release carbon dioxide.
Concern over climate change also may result in additional legal or regulatory requirements designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment. Many of our manufacturing plants use significant amounts of electricity generated by burning fossil fuels, which release carbon dioxide.
In addition, certain statutes, such as CERCLA, may impose joint and several liability for the costs of remedial investigations and actions on entities that generated waste, arranged for disposal of waste, transported to or selected the disposal sites and the past and present owners and operators of such sites.
In addition, certain statutes, such as CERCLA, may impose strict, joint and several liability for the costs of remedial investigations and actions on entities that generated waste, arranged for disposal of waste, transported to or selected the disposal sites and the past and present owners and operators of such sites.
As a result, a significant portion of our business depends on local, state and federal spending on water and wastewater infrastructure upgrade, repair and replacement. Funds for water and wastewater infrastructure repair and replacement typically come from local taxes, water fees and water rates.
As a result, a significant portion of our business depends on local, state and federal spending on water and wastewater infrastructure upgrade, repair and replacement projects. Funds for water and wastewater infrastructure repair and replacement typically come from local taxes, water fees and water rates.
If we fail to successfully enforce our intellectual property rights or register new patents, our competitive position could suffer, which could adversely affect our business, financial condition, results of operations and cash flows. 16 Table of Contents Index to Financial Statements If we do not successfully maintain our information and technology networks, including the security of those networks, our operations could be disrupted and unanticipated increases in costs and/or decreases in sales could result.
If we fail to successfully enforce our intellectual property rights or register new patents, our competitive position could suffer, which could adversely affect our business, financial condition, results of operations and cash flows. 15 Table of Contents Index to Financial Statements If we do not successfully maintain our information and technology networks, including the security of those networks, our operations could be disrupted and unanticipated increases in costs and/or decreases in sales could result.
We may also make prioritization decisions in determining which vulnerabilities or security defects to fix, and the timing of these fixes, which could result in compromised security.
We may also make prioritization decisions in determining which vulnerabilities or security defects to fix, and the timing of these fixes, which could result in periods of compromised security.
Risks related to our business strategy We may not be able to adequately manage the risks associated with our products and systems, including increased warranty costs.
Risks related to our business strategy We may not be able to adequately manage the risks associated with our products, systems and solutions, including increased warranty costs.
These distributors’ profitability and effectiveness can vary significantly from company to company and from region to region within the same company. Further, our largest distributors generally also carry competing products. We may fail to align our operations with successful distributors in any given market. 11 Table of Contents Index to Financial Statements Distributors in our industry have experienced consolidation.
These distributors’ profitability and effectiveness can vary significantly from company to company and from region to region within the same company. Further, our largest distributors generally also carry competing products. We may fail to align our operations with successful distributors in any given market. 10 Table of Contents Index to Financial Statements Distributors in our industry have experienced consolidation.
As a result, we may be required to conduct investigations and perform remedial activities at current and former operating and manufacturing sites where we have been deemed, or in the future could be named, a PRP with respect to such environmental liabilities, any of which could require us to incur material costs.
As a result, we may be required to conduct investigations and perform remedial activities at current and former operating and manufacturing sites or waste disposal sites where we have been deemed, or in the future could be named, a PRP with respect to such environmental liabilities, any of which could require us to incur material costs.
Although we maintain insurance for certain product related claims, such policies may not be available to us or adequately cover the liability for damages, the cost of repairs and/or the expense of litigation. Current and future claims may arise out of events or circumstances not covered by insurance and not subject to effective indemnification agreements with our subcontractors.
Although we maintain insurance for certain product related claims, such policies may not be available to us or adequately cover the liability for damages, the cost of repairs and/or the expense of litigation. Current and future claims may arise out of events or circumstances not covered by insurance and not subject to comprehensive indemnification agreements with our subcontractors.
Inflation in material costs has occurred in 2023 and 2024 and we expect it to continue into fiscal 2025. We may not be able to pass on all, or any, of increased costs for purchased components and raw materials to our customers or offset fully the effects of these higher costs through productivity improvements.
Inflation in material costs has occurred in 2024 and 2025 and we expect it to continue into fiscal 2026. We may not be able to pass on all, or any, of increased costs for purchased components and raw materials to our customers or offset fully the effects of these higher costs through productivity improvements.
Our success depends in part on our ability to manage these risks, including costs associated with design, manufacturing, installation, maintenance and warranties. Managing these risks can be costly and technologically challenging, and we cannot determine the ultimate effect they may 12 Table of Contents Index to Financial Statements have.
Our success depends in part on our ability to manage these risks, including costs associated with design, manufacturing, installation, maintenance and warranties. Managing these risks can be costly and technologically challenging, and we cannot determine the ultimate effect they may 11 Table of Contents Index to Financial Statements have.
Even where multiple sources of supply are available, the qualification of alternative suppliers and the establishment of reliable supplies could result in delays and a possible loss of profits, which could harm our operating results. 14 Table of Contents Index to Financial Statements These relationships reduce our direct control over production.
Even where multiple sources of supply are available, the qualification of alternative suppliers and the establishment of reliable supplies could result in delays and a possible loss of profits, which could harm our operating results. 13 Table of Contents Index to Financial Statements These relationships reduce our direct control over production.
The final remediation costs of these environmental sites may exceed estimated costs, and additional sites in the future may require material remediation expenses. If actual expenditures exceed our estimates, our results of operations and financial position could be materially and adversely affected. See “Item 1. BUSINESS - Regulatory and Environmental Matters,” - “Item 7.
The final investigation or remediation costs of these environmental sites may exceed estimated costs, and additional sites in the future may require material remediation expenses. If actual expenditures exceed our estimates, our results of operations and financial position could be materially and adversely affected. See “Item 1. BUSINESS - Regulatory and Environmental Matters,” “Item 7.
In a prolonged economic downturn, these fixed costs may cause our gross margins to erode and our earnings to decline. 15 Table of Contents Index to Financial Statements We may experience difficulties implementing upgrades to our software systems. We engage in implementations and upgrades to our software systems, including to our Enterprise Resource Planning (“ERP”) system.
In a prolonged economic downturn, these fixed costs may cause our gross margins to erode and our earnings to decline. 14 Table of Contents Index to Financial Statements We may experience difficulties implementing upgrades to our software systems. We engage in implementations and upgrades to our software systems, including to our Enterprise Resource Planning (“ERP”) system.
Competition may also increase as a result of competitors located in the United States shifting their operations to lower-cost countries or otherwise reducing their costs. Our competitors may reduce the prices of their products or services, improve their quality, improve their functionality or enhance their marketing or sales activities.
Competition may also increase as a result of competitors located in the United States and Canada shifting their operations to lower-cost countries or otherwise reducing their costs. Our competitors may reduce the prices of their products or services, improve their quality and functionality or enhance their marketing or sales activities.
Our business strategy includes developing, acquiring and investing in companies and technologies that broaden our product portfolio or complement our existing business, which could be unsuccessful or consume significant resources and adversely affect our operating results.
Our business strategy includes developing, acquiring and investing in companies and technologies that broaden our product portfolio or complement our existing business, which could be unsuccessful or consume significant resources and adversely impact our operating results.
Item 1A. RISK FACTORS Risks related to our industries A significant portion of our business depends on spending for water and wastewater infrastructure construction activity. Our primary end markets are repair and replacement of water infrastructure, driven by municipal spending and new water infrastructure installation driven by new residential construction.
Item 1A. RISK FACTORS Risks related to our industries A significant portion of our business depends on spending for water and wastewater infrastructure construction activity. Our primary end markets are repair and replacement of water infrastructure, driven by municipal spending and new water infrastructure installation in connection with new residential construction.
Quality problems can also adversely affect the experience for our customers and result in harm to our reputation, loss of competitive advantage, poor market acceptance, reduced demand for products and services, new product and service introduction delays and lost sales.
Quality problems can also adversely affect the experience for our customers and result in harm to our reputation, loss of competitive advantage, poor market acceptance, reduced demand for products, services and solutions, new products, services and solutions introduction delays and lost sales.
Inefficient or ineffective capital allocation, along with increased capital expenditures to modernize our aging facilities and expand our capabilities, could adversely affect, among other things, our operating results, cash availability, strategic opportunities and/or stockholder value. Our goal is to invest capital to generate long-term value for our stockholders.
Inefficient or ineffective capital allocation, along with increased capital expenditures to modernize our aging facilities and expand our capabilities and capacity, could adversely affect our operating results, cash availability, strategic opportunities and/or stockholder value. Our goal is to invest capital to generate long-term value for our stockholders.
We offer several technologically enhanced, complex hardware and software products and services that can be affected by design and manufacturing defects. Unanticipated defects can also exist in components and products we purchase from third parties. Component defects could make our products unsafe and create a risk of environmental or property damage and personal injury.
We offer several technologically enhanced, complex hardware and software products, services and solutions that can be negatively impacted by design and manufacturing defects. Defects can also exist in components and products we purchase from third parties. Component defects could make our products unsafe and create a risk of environmental or property damage and personal injury.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Contingencies” and Note 15. of the Notes to Consolidated Financial Statements. 18 Table of Contents Index to Financial Statements Climate change and legal or regulatory responses thereto may have an adverse impact on our business and results of operations.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Contingencies” and Note 15. of the Notes to Consolidated Financial Statements. Climate change and legal or regulatory responses thereto may have an adverse impact on our business and results of operations.
Our ability to attract new customers depends on our technological advancements and ability to market our products and services to our customers and end users effectively. In addition to competition from North American companies, we face the threat of competition from outside of North America.
Our ability to attract new customers depends on our technological advancements and ability to market our products and services to our customers and end users effectively. In addition to competition from United States and Canadian companies, we face the threat of competition from outside of North America.
Tyco’s indemnity does not cover liabilities to the extent caused by us or the operation of our businesses after August 1999, nor does it cover liabilities arising with respect to businesses or sites acquired after August 1999. Since 2007, Tyco has engaged in multiple corporate restructurings, split-offs and divestitures.
Tyco’s indemnity does not cover liabilities to the extent caused by us or the operation of our businesses after August 1999, nor does it cover liabilities arising with respect to businesses or sites acquired after August 1999. Since 2007, Tyco has engaged in multiple corporate 18 Table of Contents Index to Financial Statements restructurings, split-offs and divestitures.
The strong market positions of our primary competitors may also slow the adoption of our products. Similarly, the adoption of our pressure monitoring, leak detection and pipe condition assessment products and services depends on the willingness of our customers to invest in new product and service offering s, and the pace of adoption may be slower than we expe ct.
The strong market positions of our primary competitors may also slow the adoption of our products. Similarly, the adoption of our pressure monitoring, leak detection and pipe condition assessment products and services depends on the willingness of our customers to invest in new product and service offerings, and the pace of adoption may be slower than we expect.
If the Israel-Hamas war continues, additional restrictions and other governmental actions could increase the severity of the impact on our operations in Israel and could materially adversely affect our business. A severe disruption to our business may result in significant lost sales and may require substantial recovery time and expenditures to resume operations.
If the current Israel-Hamas ceasefire agreement fails, additional restrictions and other governmental actions could increase the severity of the impact on our operations in Israel and could materially adversely affect our business. A severe disruption to our business may result in significant lost sales and may require substantial recovery time and expenditures to resume operations.
Competition for qualified personnel is intense, and we may not be successful in attracting or retaining qualified personnel, which could negatively impact our business. 19 Table of Contents Index to Financial Statements If we are unable to negotiate collective bargaining agreements on satisfactory terms or we experience strikes, work stoppages, labor unrest or higher than normal absenteeism, our business could suffer.
Competition for qualified personnel is intense, and we may not be successful in attracting or retaining qualified personnel, which could negatively impact our business. If we are unable to negotiate collective bargaining agreements on satisfactory terms or we experience strikes, work stoppages, labor unrest or higher than normal absenteeism, our business could suffer.
We are subject to stringent environmental, health and safety laws and regulations that impose significant compliance costs. Any failure to comply with these laws and regulations may adversely affect us. We are subject to stringent laws and regulations relating to the protection of the environment, health and safety and incur significant capital and other expenditures to comply with these requirements.
Any failure to comply with these laws and regulations may adversely affect us. We are subject to stringent laws and regulations relating to the protection of the environment, health and safety and incur significant capital and other expenditures to comply with these requirements.
Future outbreaks of infectious diseases, including further developments in the COVID-19 pandemic, may result in widespread or localized health crises that adversely affect general commercial activity and the economies and markets of the countries and localities in which we operate, sell and purchase goods and services.
Future outbreaks of infectious diseases may result in widespread or localized health crises that adversely affect general commercial activity and the economies and markets of the countries and localities in which we operate, sell and purchase goods and services.
Failure to do so can result in widespread technical and performance issues affecting our offerings. In addition, we can be exposed to product liability claims, recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment, and/or intangible assets, and significant warranty and other expenses, including litigation costs.
In addition, we can be exposed to product liability claims, recalls, product replacements or modifications, write-offs of inventory, property, plant and equipment, and/or intangible assets, and significant warranty and other expenses, including litigation costs.
Additionally, to the extent the Israel-Hamas war causes loss of infrastructure and utilities services, such as energy, transportation, or telecommunications, plant closures and employee concerns in our Krausz business, we could experience increased costs and other negative financial impacts.
Additionally, if the current Israel-Hamas ceasefire agreement fails and there is additional loss of infrastructure and utilities services, such as energy, transportation, or telecommunications, plant closures and employee concerns in our Krausz business, we could experience increased costs and other negative financial impacts.
The Israel-Hamas war caused a temporary shutdown in our facility in Ariel, Israel in October 2023. While we continue to operate the facility, continued disruptions and escalations of conflicts in the area increase the likelihood of supply interruptions and may continue to hinder our ability to acquire the necessary materials we need to make our products.
While we continue to operate the facility since reopening in November 2023, continued disruptions and escalations of conflicts in the area may increase the likelihood of supply interruptions and may continue to hinder our ability to acquire the necessary materials we need to make our products.
Moreover, any insurance or indemnification rights that we have may be insufficient or unavailable to protect us against potential loss exposures. See “Item 1. BUSINESS - Regulatory and Environmental Matters,” “Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Contingencies” and Note 15. of the Notes to Consolidated Financial Statements.
Moreover, any insurance or indemnification rights that we have may be insufficient or unavailable to protect us against potential loss exposures. See “Item 1. BUSINESS - Regulatory and Environmental Matters,” “Item 7.
Our competitors may secure more reliable sources of purchased components and raw materials or they may obtain these supplies on more favorable terms than we do, which could give them a cost advantage. 21 Table of Contents Index to Financial Statements Our business, operating results and financial condition may be negatively impacted by geopolitical events, including wars, terrorism, industrial accidents and other business interruptions.
Our competitors may secure more reliable sources of purchased components 20 Table of Contents Index to Financial Statements and raw materials or they may obtain these supplies on more favorable terms than we do, which could give them a cost advantage.
In addition, our offerings can have quality issues and from time-to-time experience outages, disruptions, slowdowns or errors. As a result, our products and services may not perform as anticipated and may not meet customer expectations. There can be no assurance we will be able to detect and fix all issues and defects in the hardware, software and services we offer.
In addition, our products, services and solutions can have quality issues and from time-to-time experience outages, disruptions, slowdowns or errors. As a result, our products and services may not perform as anticipated and may not meet customer expectations.
Such breaches may also impair our ability to protect the privacy of customer data, result in product development delays, compromise confidential or technical business information harming our reputation, result in theft or misuse of our intellectual property or other assets, or otherwise adversely affect our business. 17 Table of Contents Index to Financial Statements Misuse of our technology-enabled products, services and solutions could lead to reduced sales, increased costs, liability claims or harm to our reputation.
Such breaches may also impair our ability to protect the privacy of customer data, result in product development delays, compromise confidential or technical business information harming our reputation, result in theft or misuse of our intellectual property or other assets, or otherwise adversely affect our business. 16 Table of Contents Index to Financial Statements Challenges and uncertainties with respect to the development, deployment and use of artificial intelligence (“AI”) in our business and products, services and solutions may result in reputational harm, competitive disadvantages and adverse impacts to our operations, business and financial results.
The proportion of fixed income and equity securities held by the plan is heavily weighted to fixed income and varies based on funding status in accordance with the plan’s governing investment policy. Assumed discount rates, expected return on plan assets and participant longevity have significant effects on the amounts reported for our pension obligations and pension expenses.
The proportion of fixed income and equity securities held by the plan is heavily weighted to fixed income and varies based on funding status in accordance with the plan’s governing investment policy.
Furthermore, once claims are asserted for an alleged product defect by customers, it can be difficult to determine the level of potential exposure or liability related to such allegation or the extent to which the assertion of these claims may expand geographically.
The estimation of warranty liabilities involves considerable judgment due to the complex nature of these exposures and the unique circumstances of various claims. Furthermore, once customers assert claims for an alleged product defect, determining the potential exposure or liability related to such allegation or the extent to which the assertion of these claims may expand geographically may be difficult.
For example, ongoing trade tensions between the United States and China have led to a series of significant tariffs on the importation of certain product categories over recent years. Further, President-elect Trump has proposed significantly increased tariffs on foreign imports into the United States, particularly from China.
For example, ongoing trade tensions between the United States and China have led to a series of significant tariffs being levied on certain of our product categories.
The materials subject to these tariffs can be expected to impact our raw material costs as well.
Furthermore, the Trump administration has implemented tariffs on foreign imports into the United States from all of our supplier countries, as well as on specific commodities used in our operations, such as steel, aluminum, and copper. The materials subject to these tariffs can be expected to impact our raw material costs as well.
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Warranty liabilities and the related reserve estimation process is highly judgmental as a result of the complex nature of these exposures and the unique circumstances of each claim.
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There can be no assurance we will be able to detect and fix all issues and defects in products, services and solutions we offer. Failure to do so can result in widespread technical and performance issues negatively impacting our products, services and solutions.
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Increasing life spans for plan participants may increase the estimated benefit payments and increase the amounts reported for pension obligations, pension contributions and pension expenses.
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The Israel-Hamas war caused a temporary shutdown in our facility in Ariel, Israel, in October 2023.
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We employed Palestinians in our Ariel, Israel facility prior to August 2023. As a result of the Israel-Hamas war, upon reopening the facility after a temporary shutdown, Palestinian employees have not rejoined our workforce due to, among other things, travel and movement restrictions imposed on Palestinian workers in connection with the war.
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We are in the initial stages of incorporating AI into our operations and our products, services and solutions. AI presents risks and challenges that could adversely impact our business. AI, especially during the early stages of the development and use, carries inherent risks with no guarantee that AI will enhance or improve our operations, products, services or solutions.
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Furthermore, this facility has been adversely impacted by limited labor availability in the region, which has resulted in delays in our ability to produce and deliver products and meet customer delivery times.
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Ineffective or inadequate AI development or deployment practices could result in unintended consequences. Any disruption, malfunction or failure in AI functionality could result in delays in production, use or sale of our products, services and solutions and adversely affect our business and reputation.
Removed
If we are unable to recruit and train new staff resources with sufficient technical skills in a manner that allows us to increase production levels and meet customer delivery times, we may continue to experience delays in our ability to produce and deliver certain of our products to customers, and our results of operations could be adversely impacted.
Added
Further, we face risks of competitive disadvantage if our competitors more effectively leverage AI to drive operational efficiencies, create new or enhanced products, services and solutions or otherwise disrupt the marketplace. Failure to effectively develop, implement, use and manage AI may negatively impact our ability to compete, reduce revenue and adversely impact our business.
Removed
Our Krausz business includes a manufacturing facility in Ariel, Israel. Supply chain disruptions, facility access and our inability to appropriately staff the Ariel facility has limited, and will likely continue to limit, our ability to produce Krausz products.
Added
The legal and regulatory environment landscape surrounding AI is uncertain and rapidly evolving, including the areas of intellectual property, cybersecurity and privacy and data protection.
Removed
These impacts are requiring us to take various actions, including changing suppliers, restructuring business relationships, outsourcing portions of the manufacturing process and modifying the manner in which we staff our facilities. Changing our operations in response to wartime impacts can be expensive, time-consuming and disruptive to our operations.
Added
Compliance with new or changing laws, regulations or industry standards relating to AI may require significant investment and resources, and may limit our ability to develop, implement or use AI, which may result in reputational harm, legal liability or other adverse effects on our operations, products, services, solutions and overall business.
Added
Our vendors, suppliers and third-party providers may incorporate AI into their offerings with or without disclosing this use to us.
Added
These third-parties may not meet existing or rapidly evolving regulatory or industry standards related to privacy and data protection, or such AI use may result in unintended consequences related to our operations, products, services and solutions, any of which may adversely impact our reputation, operations, products, services, solutions and overall business.
Added
Further, threat actors may continue to develop and use AI to engage in illegal activities, including cyberattacks, to access, steal or misuse personal data, confidential information and intellectual property. Any of these uses of AI could damage our reputation, result in the loss of valuable property and information and adversely impact our business.
Added
Misuse of our technology-enabled products, services and solutions could lead to reduced sales, increased costs, liability claims or harm to our reputation.
Added
MANAGEMENT’S 17 Table of Contents Index to Financial Statements DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Contingencies” and Note 15. of the Notes to Consolidated Financial Statements. We are subject to stringent environmental, health and safety laws and regulations that impose significant compliance costs.
Added
Assumed discount rates, expected return on plan 19 Table of Contents Index to Financial Statements assets and participant longevity have significant effects on the amounts reported for our pension obligations and pension expenses.
Added
Our business, operating results and financial condition may be negatively impacted by geopolitical events, including wars, terrorism, industrial accidents and other business interruptions.
Added
Our Krausz business includes a manufacturing facility in Ariel, Israel. In response to the operational challenges created by the Israel-Hamas war, we modified our Krausz operations. Such modifications may continue to adversely impact our operating results.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

11 edited+1 added−0 removed11 unchanged
Biggest changeFor information regarding cybersecurity risks that may materially affect us, see the risk factors titled “ If we do not successfully maintain our information and technology networks, including the security of those networks, our operations could be disrupted and unanticipated increases in costs and/or decreases in sales could result ,” and “ We may fail to effectively manage confidential data, which could harm our reputation, result in substantial additional costs and subject us to litigation ” as well as “ Cyberattacks and security vulnerabilities could lead to reduced sales, increased costs, liability claims, unauthorized access to customer data or harm to our reputation ” under “Risk Factors” in Part I, Item 1A to this Annual Report on Form 10-K. 24 Table of Contents Index to Financial Statements
Biggest changeRISK FACTORS” - “If we do not successfully maintain our information and technology networks, including the security of those networks, our operations could be disrupted and unanticipated increases in costs and/or decreases in sales could result,” “We may fail to effectively manage confidential data, which could harm our reputation, result in substantial additional costs and subject us to litigation,” and “Cyberattacks and security vulnerabilities could lead to reduced sales, increased costs, liability claims, unauthorized access to customer data or harm to our reputation.” 23 Table of Contents Index to Financial Statements
Third-Party Risks We maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. 23 Table of Contents Index to Financial Statements Education and Awareness All employees are required to complete information security awareness training upon joining the Company.
Third-Party Risks We maintain a comprehensive, risk-based approach to identifying and overseeing cybersecurity risks presented by third parties, including vendors, service providers and other external users of our systems, as well as the systems of third parties that could adversely impact our business in the event of a cybersecurity incident affecting those third-party systems. 22 Table of Contents Index to Financial Statements Education and Awareness All employees are required to complete information security awareness training upon joining the Company.
Independent Assessments We regularly engage third parties to perform assessments of our cybersecurity programs, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.
Independent Assessments We engage third parties to perform assessments of our cybersecurity programs, including information security maturity assessments, audits and independent reviews of our information security control environment and operating effectiveness.
Our Senior Director of Information Security holds an undergraduate degree in Computer Engineering and has served in various roles in information technology and information security within Mueller for over 20 years. We have two cybersecurity teams, each dedicated to a specific area. Our Information Technology Cybersecurity team focuses on corporate programs, and our Products Cybersecurity team focuses on customer-facing programs.
Our Senior Director of Information Security holds an undergraduate degree in Computer Engineering and has served in various roles in information security and engineering within Mueller for over 21 years. We have two cybersecurity teams, each dedicated to a specific area. Our Information Technology Cybersecurity team focuses on corporate programs, and our Products Cybersecurity team focuses on customer-facing programs.
These teams work collaboratively to implement programs designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery plans. To facilitate the success of our cybersecurity risk management program, these teams are charged with addressing cybersecurity threats and responding to cybersecurity incidents.
These teams work collaboratively to implement programs designed to protect our information systems from cybersecurity threats and to promptly respond to any cybersecurity incidents in accordance with our incident response and recovery plans. To facilitate the success of our cybersecurity risk management program, these teams are responsible for addressing cybersecurity threats and responding to cybersecurity incidents.
As of the date of this report, except as set forth herein, we are not aware of any risks from cybersecurity threats that have materially affected us, including our business strategy, results of operations or financial condition.
As of the date of this report, except as set forth herein, we are not aware of any risks from cybersecurity threats that have materially affected us, including our business strategy, results of operations or financial condition. See “Item 1A.
Our Senior Vice President of Information Technology holds an undergraduate degree in Technology Management (Manufacturing Systems), and has served in various roles in information technology, information security and engineering for over 14 years and within Mueller for four years.
Our Senior Vice President of Information Technology holds an undergraduate degree in Technology Management (Manufacturing Systems), and has served in various roles in information technology for over 20 years and within Mueller for over five years.
The Audit Committee of the Board of Directors oversees our cybersecurity and data privacy programs and practices and consults with management regarding cybersecurity initiatives. This committee is also responsible for reviewing cyber and data security matters, including cybersecurity threats to us and our risk mitigation initiatives.
The Audit Committee of the Board of Directors oversees our cybersecurity and data privacy programs and practices and consults with management regarding cybersecurity initiatives. This committee is also responsible for reviewing cyber and data security matters, including cybersecurity threats that we may face in our operations and our risk mitigation initiatives.
The topics reported by the Senior Vice President of Information Technology and our Senior Director of Information Security include updates on cybersecurity threats to us, the status of projects to strengthen our information security systems, assessments of the cybersecurity program, and the emerging threat landscape, as well as the results of any third-party assessments conducted.
The topics reported by the 21 Table of Contents Index to Financial Statements Senior Vice President of Information Technology and our Senior Director of Information Security include updates on cybersecurity threats we face, the status of projects to strengthen our information security systems, assessments of the cybersecurity program, and the emerging threat landscape, as well as the results of any third-party assessments conducted.
At least twice a year, the Audit Committee receives updates on our cybersecurity and data privacy programs and practices from our Senior Vice President of 22 Table of Contents Index to Financial Statements Information Technology and our Senior Director of Information Security.
At least twice a year, the Audit Committee receives updates on our cybersecurity and data privacy programs and practices from our Senior Vice President of Information Technology and our Senior Director of Information Security.
Similarly, the Audit Committee reports cybersecurity threats and incidents to the full Board of Directors as appropriate. Risk Management and Strategy Risk Assessment Our cybersecurity policies, standards, processes and practices are integrated into our enterprise risk management processes and are based on a recognized framework established by the National Institute of Standards and Technology (“NIST”).
Risk Management and Strategy Risk Assessment Our cybersecurity policies, standards, processes and practices are integrated into our enterprise risk management processes and are based on a recognized framework established by the National Institute of Standards and Technology (“NIST”) and combined with the Center of Internet Security (“CIS”) controls framework are used to develop actionable steps for improving technical defenses and protecting against common threats.
Added
Similarly, the Audit Committee reports cybersecurity threats and incidents to the full Board of Directors as appropriate.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe consider our facilities to be well maintained and believe we have sufficient capacity to meet our anticipated needs through 2025. Our leased properties have terms expiring at various dates through 2034. 25 Table of Contents Index to Financial Statements
Biggest changeWe consider our facilities to be well maintained and believe we have sufficient capacity to meet our anticipated needs through 2026. Our leased properties have terms expiring at various dates through 2034. 24 Table of Contents Index to Financial Statements
Location Activity Square Footage Owned or leased Albertville, AL Manufacturing 422,000 Owned Ariel, Israel Manufacturing 218,300 Leased Ariel, Israel Research and development 2,700 Leased Atlanta, GA Corporate headquarters 25,000 Leased Atlanta, GA Research and development 21,000 Leased Barrie, Ontario Distribution 50,000 Leased Brownsville, TX Manufacturing 50,000 Leased Calgary, Alberta Distribution 40,000 Leased Chattanooga, TN Manufacturing 525,000 Owned Chattanooga, TN General and administration 17,000 Leased Chattanooga, TN Research and development 22,000 Leased Cleveland, NC Manufacturing 190,000 Owned Cleveland, TN Manufacturing 109,500 Owned Cleveland, TN Distribution 100,000 Leased Dallas, TX Distribution 26,000 Leased Decatur, IL Manufacturing 467,000 Owned Decatur, IL Manufacturing 168,000 Owned Emporia, KS Distribution 63,000 Leased Jingmen, China Manufacturing 154,000 Owned Kimball, TN Manufacturing 233,000 Owned Ocala, FL Distribution 50,000 Leased Ontario, CA Distribution 73,000 Leased Rosh Haayin, Israel General and administration 8,400 Leased Southampton, United Kingdom Research and development 2,300 Leased Toronto, Ontario Research and development 18,000 Leased Our locations are not managed by segment as several of our locations are not dedicated to products from only one of our two segments.
Location Activity Square Footage Owned or leased Albertville, AL Manufacturing 444,000 Owned Ariel, Israel Manufacturing 218,300 Leased Ariel, Israel Research and development 2,700 Leased Atlanta, GA Corporate headquarters 25,000 Leased Atlanta, GA Research and development 21,000 Leased Barrie, Ontario Distribution 50,000 Leased Brownsville, TX Manufacturing 50,000 Leased Calgary, Alberta Distribution 40,000 Leased Chattanooga, TN Manufacturing 525,000 Owned Chattanooga, TN General and administration 17,000 Leased Chattanooga, TN Research and development 22,000 Leased Cleveland, NC Manufacturing 190,000 Owned Cleveland, TN Manufacturing 109,500 Owned Cleveland, TN Distribution 100,000 Leased Dallas, TX Distribution 26,000 Leased Decatur, IL Manufacturing 467,000 Owned Decatur, IL Manufacturing 168,000 Owned Emporia, KS Distribution 63,000 Leased Jingmen, China Manufacturing 154,000 Owned Kimball, TN Manufacturing 233,000 Owned Ocala, FL Distribution 50,000 Leased Ontario, CA Distribution 73,000 Leased Rosh Haayin, Israel General and administration 8,400 Leased Southampton, United Kingdom Research and development 2,300 Leased Toronto, Ontario Research and development 18,000 Leased Our locations are not managed by segment as several of our locations are not dedicated to products from only one of our two segments.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

2 edited+0 added−0 removed2 unchanged
Biggest changeRISK FACTORS - We are subject to increasingly stringent environmental, health and safety laws and regulations that impose significant compliance costs. Any failure to satisfy these laws and regulations may adversely affect us,” “Item 7.
Biggest changeRISK FACTORS - We are subject to stringent environmental, health and safety laws and regulations that impose significant compliance costs. Any failure to comply with these laws and regulations may adversely affect us,” “Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Contingencies” and Note 15. of the Notes to Consolidated Financial Statements. 26 Table of Contents Index to Financial Statements PART II
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS - Contingencies” and Note 15. of the Notes to Consolidated Financial Statements. 25 Table of Contents Index to Financial Statements PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+0 added−0 removed3 unchanged
Biggest changeThe program does not commit us to a particular timing or quantity of purchases, and we may suspend or discontinue the program at any time. In 2017, we announced an increase to the authorized amount of this program to $250.0 million.
Biggest changeIn 2017, we announced an increase to the authorized amount of this program to $250.0 million. The program does not commit us to a particular timing or quantity of purchases, and we may suspend or discontinue the program at any time.
Building Materials & Fixtures Index (“DJ U.S. Building Materials & Fixtures”) since September 30, 2019. Total return values were calculated based on cumulative total return assuming (i) the investment of $100 in our common stock, the Russell 2000 and the DJ U.S. Building Materials & Fixtures on the dates indicated and (ii) reinvestment of all dividends.
Building Materials & Fixtures Index (“DJ U.S. Building Materials & Fixtures”) since September 30, 2020. Total return values were calculated based on cumulative total return assuming (i) the investment of $100 in our common stock, the Russell 2000 and the DJ U.S. Building Materials & Fixtures on the dates indicated and (ii) reinvestment of all dividends.
During the three months ended September 30, 2024, 18,833 shares were surrendered to us to pay the tax withholding obligations of participants in connections with the vesting of equity awards. 27 Table of Contents Index to Financial Statements Stock Price Performance Graph The following graph compares the Company’s cumulative quarterly common stock price performance with the Russell 2000 Stock Index (“Russell 2000”) and the Dow Jones U.S.
During the three months ended September 30, 2025, 18,045 shares were surrendered to us to pay the tax withholding obligations of participants in connections with the vesting of equity awards. 26 Table of Contents Index to Financial Statements Stock Price Performance Graph The following graph compares the Company’s cumulative quarterly common stock price performance with the Russell 2000 Stock Index (“Russell 2000”) and the Dow Jones U.S.
(2) During the three months ended September 30, 2024, we repurchased no shares of our common stock pursuant to our share repurchase authorization, and we had $80.0 million remaining under this authorization as of September 30, 2024.
(2) During the three months ended September 30, 2025, we repurchased no shares of our common stock pursuant to our share repurchase authorization, and we had $65.0 million remaining under this authorization as of September 30, 2025.
Issuer Purchases of Equity Securities The following table presents the number and average price of shares purchased in each fiscal month of the fourth quarter of fiscal 2024: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (1)(2) Maximum dollar value of shares that may yet be purchased under the plans or programs (in millions) July 1-31, 2024 200 $ 17.56 — $ 80.0 August 1-31, 2024 18,633 $ 20.89 — $ 80.0 September 1-30, 2024 — $ — — $ 80.0 Total 18,833 $ 20.85 — (1) In 2015, we announced the authorization of a stock repurchase program for up to $50.0 million of our common stock.
Issuer Purchases of Equity Securities The following table presents the number and average price of shares purchased in each fiscal month of the fourth quarter of fiscal 2025: Period Total number of shares purchased Average price paid per share Total number of shares purchased as part of publicly announced plans or programs (1)(2) Maximum dollar value of shares that may yet be purchased under the plans or programs (in millions) July 1-31, 2025 — $ — — $ 65.0 August 1-31, 2025 18,045 26.88 — 65.0 September 1-30, 2025 — — — $ 65.0 Total 18,045 $ 26.88 — (1) In 2015, we announced the authorization of a stock repurchase program for up to $50.0 million of our common stock.
At September 30, 2024, there were 82 stockholders of record for our common stock. This figure does not include stockholders whose shares are held in the account of a stockbroker, bank or custodian on behalf of a stockholder or shares which are otherwise beneficially held.
As of September 30, 2025, there were 78 stockholders of record of our common stock. This figure does not include stockholders whose shares are held in the account of a stockbroker, bank or custodian on behalf of a stockholder or shares which are otherwise beneficially held through intermediaries.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

64 edited+28 added−38 removed18 unchanged
Biggest changeWe will continue to monitor the market and economic conditions impacting our business and take appropriate actions to address inflationary and other cost pressures by implementing price increases, cost containment measures and supplier management measures, among other actions. 30 Table of Contents Index to Financial Statements Results of Operations Year Ended September 30, 2024 Compared to Year Ended September 30, 2023 Year ended September 30, 2024 Water Flow Solutions Water Management Solutions Corporate Consolidated (in millions) Net sales $ 755.5 $ 559.2 $ — $ 1,314.7 Gross profit 271.9 187.1 — 459.0 Operating expenses: Selling, general and administrative 92.5 95.0 57.7 245.2 Strategic reorganization and other charges 0.2 1.8 13.8 15.8 Goodwill impairment — 16.3 — 16.3 Total operating expenses 92.7 113.1 71.5 277.3 Operating income (loss) $ 179.2 $ 74.0 $ (71.5) 181.7 Pension expense other than service 4.0 Interest expense, net 12.7 Other expense 1.6 Income before income taxes 163.4 Income tax expense 47.5 Net income $ 115.9 Year ended September 30, 2023 Water Flow Solutions Water Management Solutions Corporate Consolidated (in millions) Net sales $ 634.4 $ 641.3 $ — $ 1,275.7 Gross profit 164.9 214.6 — 379.5 Operating expenses: Selling, general and administrative 85.3 106.9 49.7 241.9 Strategic reorganization and other charges — 1.7 8.5 10.2 Total operating expenses 85.3 108.6 58.2 252.1 Operating income (loss) $ 79.6 $ 106.0 $ (58.2) 127.4 Pension benefit other than service 3.7 Interest expense, net 14.7 Income before income taxes 109.0 Income tax expense 23.5 Net income $ 85.5 Consolidated Analysis Net sales for 2024 were $1,314.7 million as compared with $1,275.7 million in the prior year, an increase of $39.0 million or 3.1%, primarily as a result of higher pricing across most of our product lines, higher volumes at Water Flow Solutions, partially offset by lower volumes at Water Management Solutions which include a negative impact from the Israel-Hamas war of less than 2%. 31 Table of Contents Index to Financial Statements Gross profit for 2024 was $459.0 million as compared with $379.5 million in the prior year, an increase of $79.5 million or 20.9%, primarily a result of favorable manufacturing performance related to labor, overhead and logistics efficiencies and favorable price/cost.
Biggest changeWhile pricing actions were taken in 2025 in response to new tariffs, we will continue to monitor the market and economic conditions impacting our business and take appropriate actions to address inflationary and other cost pressures by implementing price increases, cost containment measures and supplier management measures, among other actions. 29 Table of Contents Index to Financial Statements Results of Operations Year Ended September 30, 2025 Compared to Year Ended September 30, 2024 Year ended September 30, 2025 Water Flow Solutions Water Management Solutions Corporate Consolidated (in millions) Net sales $ 824.9 $ 604.8 $ — $ 1,429.7 Gross profit 296.3 220.4 — 516.7 Operating expenses: Selling, general and administrative 90.3 96.9 60.1 247.3 Strategic reorganization and other charges 1.0 0.7 7.1 8.8 Total operating expenses 91.3 97.6 67.2 256.1 Operating income (loss) $ 205.0 $ 122.8 $ (67.2) 260.6 Pension benefit other than service (0.2) Interest expense, net 6.6 Income before income taxes 254.2 Income tax expense 62.5 Net income $ 191.7 Year ended September 30, 2024 Water Flow Solutions Water Management Solutions Corporate Consolidated (in millions) Net sales $ 755.5 $ 559.2 $ — $ 1,314.7 Gross profit 271.9 187.1 — 459.0 Operating expenses: Selling, general and administrative 92.5 95.0 57.7 245.2 Strategic reorganization and other charges 0.2 1.8 13.8 15.8 Goodwill impairment — 16.3 — 16.3 Total operating expenses 92.7 113.1 71.5 277.3 Operating income (loss) $ 179.2 $ 74.0 $ (71.5) 181.7 Pension expense other than service 4.0 Interest expense, net 12.7 Other expense 1.6 Income before income taxes 163.4 Income tax expense 47.5 Net income $ 115.9 Consolidated Analysis Net sales for 2025 were $1,429.7 million as compared with $1,314.7 million in the prior year, an increase of $115.0 million or 8.7%, primarily as a result of higher sales volumes and higher prices across most product lines.
Discussion of year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7. of our Annual Report on Form 10-K for the year ended September 30, 2023.
Discussion of year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7. of our Annual Report on Form 10-K for the year ended September 30, 2024.
Therefore, we anticipate quarterly consolidated net sales as a percentage of fiscal year 2025 consolidated net sales to be the highest in the third quarter and lowest in the first quarter, with a sequential increase in consolidated net sales in the second quarter as the construction season ramps up for the Spring.
Therefore, we anticipate quarterly consolidated net sales as a percentage of fiscal year 2026 consolidated net sales to be the highest in the third quarter and lowest in the first quarter, with a sequential increase in consolidated net sales in the second quarter as the construction season ramps up for the Spring.
We estimate approximately 60% to 65% of the Company’s 2024 net sales were associated with the repair and replacement of municipal water infrastructure, approximately 25% to 30% were related to residential construction activity and approximately 10% were related to natural gas utilities and industrial applications.
We estimate approximately 60% to 65% of the Company’s 2025 net sales were associated with the repair and replacement of municipal water infrastructure, approximately 25% to 30% were related to residential construction activity and approximately 10% were related to natural gas utilities and industrial applications.
RISK FACTORS.” Workers’ Compensation, Defined Benefit Pension Plans, Environmental and Other Long-term Liabilities We are obligated for various liabilities that ultimately will be determined over what could be very long future time periods.
RISK FACTORS.” Workers’ Compensation, Defined Benefit Pension Plans, Environmental and Other Long-term Liabilities We are obligated for various liabilities that ultimately will be determined over what could be very long future time periods, including workers’ compensation, defined benefit pension plan and environmental liabilities.
After experiencing challenges resulting from the COVID-19 pandemic and subsequent supply disruptions in years 2020 through 2023, the seasonality of our business returned to more normalized levels in 2024, supported by municipal spending on repair and replacement projects and new residential construction activity.
After experiencing challenges resulting from the COVID-19 pandemic and subsequent supply disruptions in years 2020 through 2023, the seasonality of our business has since returned to more normalized levels, supported by municipal spending on repair and replacement projects and new residential construction activity.
At September 30, 2024, the commitment fee was 37.5 basis points. Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $17.5 million and 10% of the Loan Cap as defined in the ABL.
As of September 30, 2025, the commitment fee was 37.5 basis points. Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $17.5 million and 10% of the Loan Cap as defined in the ABL.
We consider an accounting estimate to be critical if changes in the estimate that are reasonably likely to occur over time or the use of reasonably different estimates could have a material impact on our financial condition or results of operations.
We consider an accounting estimate to be critical if changes in the estimate that are reasonably likely to occur over time or the use of reasonably different estimates could have a material impact on our financial condition or results of operations. Our critical accounting estimates include the below items.
At September 30, 2024, the applicable margin was 150 basis points for SOFR-based loans and 50 basis points for base rate loans. The ABL is subject to mandatory prepayments if total outstanding borrowings under the ABL are greater than the aggregate commitments under the revolving credit facility or if we dispose of overdue accounts receivable in certain circumstances.
As of September 30, 2025, the applicable margin was 150 basis points for SOFR-based loans and 50 basis points for base rate loans. The ABL is subject to mandatory prepayments if total outstanding borrowings under the ABL are greater than the aggregate commitments under the revolving credit facility or if we dispose of overdue accounts receivable in certain circumstances.
For fiscal 2025, we assume that we will continue to experience a more normalized operating environment leading to normalized seasonality for consolidated net sales.
For fiscal 2026, we assume that we will continue to experience a more normalized operating environment leading to normalized seasonality for consolidated net sales.
This section of this Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section of this Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
The income approach, which is a level 3 fair value measurement, is based on projected debt-free cash flow which is discounted to the present value using discount rates that consider the timing and risk of the cash flows. The market approach is based on the guideline public company method, which uses market multiples to value our reporting units.
The income approach is based on projected debt-free cash flow which is discounted to the present value using discount rates that consider the timing and risk of the cash flows. The market approach is based on the guideline public company method, which uses market multiples to value our reporting units.
The carrying value of the reporting unit, including goodwill, is compared with the estimated fair value of the reporting unit utilizing a combination of the income, market and cost approaches as applicable.
The carrying value of the reporting unit, including goodwill, is compared with the estimated fair value of the reporting unit utilizing a combination of the income and market approach as applicable.
As of September 30, 2024, we have (i) debt obligations related to our $450.0 million 4.0% Senior Notes which mature in 2029 and include cash interest payments of $18.0 million in 2025 annually through 2029; (ii) cumulative cash obligations of $32.9 million for operating leases through 2034 and $3.1 million for finance leases through 2029; and (iii) purchase obligations for raw materials and other purchased parts of approximately $104.8 million and $1.1 million which we expect to incur during 2025 and 2026, respectively.
As of September 30, 2025, we have (i) debt obligations related to our $450.0 million 4.0% Senior Notes which mature in 2029 and include cash interest payments of $18.0 million in 2026 annually through 2029; (ii) cumulative cash obligations of $32.8 million for operating leases through 2034 and $4.7 million for finance leases through 2030; and (iii) purchase obligations for raw materials and other purchased parts of $128.3 million and $1.1 million which we expect to incur during 2026 and 2027, respectively.
Borrowings under the ABL bear interest at a floating rate equal to SOFR plus an adjustment of 10 basis points and an applicable margin range of 150 to 175 basis points, or a base rate, as defined in the ABL, plus an applicable margin of 50 to 75 basis points.
Borrowings under the ABL bear interest at a floating rate equal to Secured Overnight Financing Rate (‘SOFR”) plus an adjustment of 10 basis points and an applicable margin range of 150 to 175 basis points, or a base rate, as defined in the ABL, plus an applicable margin of 50 to 75 basis points.
SG&A as a percentage of net sales was 17.0% for 2024 and 16.7% in the prior year. During the year ended September 30, 2024, Water Management Solution incurred a non-cash goodwill impairment charge of $16.3 million. No goodwill impairment charge was recorded in 2023.
SG&A as a percentage of net sales was 16.0% for 2025 and 17.0% in the prior year. During the year ended September 30, 2025, there was no goodwill impairment charge recorded. For the year ended September 30, 2024, Water Management Solutions incurred a non-cash goodwill impairment charge of $16.3 million.
We established the recorded liabilities for such items at September 30, 2024 using estimates for when such amounts will be paid and what the amounts of such payments will be.
We established the recorded liabilities for such items as of September 30, 2025 using estimates for when such amounts will be paid and what the amounts of such payments will be.
An indenture governing the 4.0% Senior Notes (“Indenture”) contains customary covenants and events of default, including covenants that limit our ability to incur certain debt and liens. There are no financial maintenance covenants associated with the Indenture. We believe we were in compliance with these covenants at September 30, 2024.
An indenture governing the 4.0% Senior Notes (“Indenture”) contains customary covenants and events of default, including covenants that limit our ability to incur certain debt and liens. We were in compliance with all required covenants as of September 30, 2025. There are no financial maintenance covenants associated with the Indenture.
Net sales and operating income historically have been lowest in the three month periods ending December 31 and March 31 when the northern United States and most of Canada generally face weather conditions that restrict significant construction activity. See “Item 1A.
Net sales and operating income have historically been lowest in the first and second quarters ending December 31 and March 31, respectively, when the northern United States and most of Canada generally face weather conditions that restrict significant construction activity. See “Item 1A.
Substantially all of our U.S. subsidiaries guarantee the 4.0% Senior Notes, which are subordinate to borrowings under our ABL. Based on quoted market prices the outstanding 4.0% Senior Notes had a fair value of $430.2 million at September 30, 2024.
Substantially all of our U.S. subsidiaries guarantee the 4.0% Senior Notes, which are subordinate to borrowings under our ABL. Based on quoted market prices the outstanding 4.0% Senior Notes had a fair value of $434.1 million as of September 30, 2025.
During our fiscal year 2024, we experienced approximately 1% inflation as compared with our fiscal year 2023 for these inventory items.
During our fiscal year 2025, we experienced approximately 3% inflation as compared with our fiscal year 2024 for these inventory items.
Year ended September 30, 2024 2023 (in millions) 4.0% Senior Notes $ 18.0 $ 18.0 Deferred financing costs amortization 1.0 1.0 ABL Agreement 0.9 0.9 Capitalized interest (0.1) (1.6) Other interest expense 1.7 0.1 Total interest expense 21.5 18.4 Interest income (8.8) (3.7) Total interest expense, net $ 12.7 $ 14.7 Other expense for 2024 was $1.6 million for the release of an indemnification receivable related to an expired uncertain tax position.
The components of interest expense, net are provided below: Year ended September 30, 2025 2024 (in millions) 4.0% Senior Notes $ 18.0 $ 18.0 Deferred financing costs amortization 1.0 1.0 ABL Agreement 0.8 0.9 Capitalized interest (0.5) (0.1) Other interest expense 0.7 1.7 Total interest expense 20.0 21.5 Interest income (13.4) (8.8) Total interest expense, net $ 6.6 $ 12.7 In 2025, there was no Other expense and, in 2024, there was $1.6 million Other expense for the release of an indemnification receivable related to an expired uncertain tax position.
We evaluate the need to record adjustments for impairment of inventory at least quarterly. This evaluation includes such factors as anticipated usage, inventory levels and ultimate product sales value. If in our judgment persuasive evidence exists that the net realizable value of inventory is lower than its cost, the inventory value is written down to its estimated net realizable value.
This evaluation includes such factors as anticipated usage, inventory levels and ultimate product sales value. If in our judgment persuasive evidence exists that the net realizable value of inventory is lower than its cost, the inventory value is written down to its estimated net realizable value.
We estimate and accrue liabilities resulting from such matters based on a variety of factors, including outstanding legal claims and proposed settlements; assessments by legal counsel of pending or threatened litigation; and assessments of potential environmental liabilities and remediation costs.
Contingencies We are involved in litigation, investigations and claims arising in the normal course of business. We estimate and accrue liabilities resulting from such matters based on a variety of factors, including outstanding legal claims and proposed settlements; assessments by legal counsel of pending or threatened litigation; and assessments of potential environmental liabilities and remediation costs.
Segment Analysis Water Flow Solutions Net sales for 2024 were $755.5 million as compared with $634.4 million in the prior year, an increase of $121.1 million or 19.1%, primarily as a result of higher volumes in iron gate valves and service brass products as well as higher pricing across most of Water Flow Solutions’ product lines.
Segment Analysis Water Flow Solutions Net sales for 2025 were $824.9 million as compared with $755.5 million in the prior year, an increase of $69.4 million or 9.2%, primarily as a result of higher sales volumes in iron gate valves and specialty products as well as higher pricing across most of Water Flow Solutions’ product lines.
This analysis is dependent on management’s best estimates of future operating results and the selection of reasonable discount rates and hypothetical royalty rates. We performed our annual impairment testing at September 1, 2024.
This analysis is dependent on management’s best estimates of future operating results and the selection of reasonable discount rates and hypothetical royalty rates. 35 Table of Contents Index to Financial Statements We performed our annual impairment testing as of September 1, 2025.
Liquidity and Capital Resources We had cash and cash equivalents of $309.9 million at September 30, 2024 and approximately $162.6 million of additional borrowing capacity under our asset-based lending arrangement (the “ABL”) based on September 30, 2024 data. Undistributed earnings from our subsidiaries in Israel, Canada and China are considered to be permanently invested outside of the United States.
Liquidity and Capital Resources As of September 30, 2025, we had cash and cash equivalents of $431.5 million and approximately $163.7 million of additional borrowing capacity under our asset-based lending arrangement (the “ABL”). Undistributed earnings from our subsidiaries in Israel, Canada and China are considered to be permanently reinvested outside of the United States.
We anticipate inflation in raw and other material costs in 2025, including on purchased components, which is likely to have an adverse effect on our margins to the extent we are unable to pass on such higher costs to our customers.
We anticipate inflation in raw and other material costs in 2026, including on purchased components, which is likely to have an adverse effect on our margins to the extent we are unable to pass on such higher costs to our customers. During fiscal year 2025, we experienced approximately 3% labor cost inflation, which is generally consistent with fiscal year 2024.
Warranty cost estimates are revised throughout applicable warranty periods as better information regarding warranty costs becomes available. Critical factors in our analyses include warranty terms, specific claim situations, general incurred and projected failure rates, the nature of product failures, product and labor costs, and general business conditions. These estimates are inherently uncertain as they are based on historical data.
We accrue for the estimated cost of product warranties at the time of sale. Warranty cost estimates are revised throughout applicable warranty periods as better information becomes available. Critical factors in our analyses include warranty terms, specific claim situations, historical incurred and projected failure rates, the nature of product failures, product and labor costs, and general business conditions.
Our critical accounting estimates include the below items. 36 Table of Contents Index to Financial Statements Inventories, net We record inventories at standard cost or estimated net realizable value. Standard cost reasonably approximates cost determined on the first-in, first-out basis. Inventory cost includes an overhead component that can be affected by levels of production and actual costs incurred.
Inventories, net We record inventories at standard cost or estimated net realizable value. Standard cost reasonably approximates cost determined on the first-in, first-out basis. Inventory cost includes an overhead component that can be affected by levels of production and actual costs incurred. We evaluate the need to record adjustments for impairment of inventory at least quarterly.
ABL Agreement Our ABL is provided by a syndicate of banking institutions and consists of a revolving credit facility of $175.0 million in borrowing capacity that matures the earlier of (a) March 16, 2029, which is ninety-one days prior to the stated maturity date of our 4.0% Senior Notes if the Notes are still outstanding on that date or (b) March 28, 2029.
We repurchased $15.0 million of our outstanding common stock during the fiscal year ended September 30, 2025 and had $65.0 million remaining under our share repurchase authorization as of September 30, 2025. 32 Table of Contents Index to Financial Statements ABL Agreement Our ABL is provided by a syndicate of banking institutions and consists of a revolving credit facility of $175.0 million in borrowing capacity that matures the earlier of (a) March 16, 2029, which is ninety-one days prior to the stated maturity date of our 4.0% Senior Notes if the Notes are still outstanding on that date or (b) March 28, 2029.
Our stock repurchase program allows us to repurchase up to $250.0 million of our common stock, of which we had remaining authorization of $80.0 million as of September 30, 2024. The program does not commit us to any particular timing or quantity of purchases, and we may suspend or discontinue the program at any time.
Share Repurchase Program Our stock repurchase program allows us to repurchase up to $250.0 million of our common stock. The program does not commit us to any particular timing or quantity of purchases, and we may suspend or discontinue the program at any time. We repurchased 591,553 and 636,789 shares of our common stock in 2025 and 2024, respectively.
Additionally, a significant increase in costs to repair or replace could require additional warranty expense. We monitor and analyze our warranty experience and costs periodically and revise our warranty accrual as necessary.
Additionally, a significant increase in costs to repair or replace could require additional warranty expense. We monitor and analyze our warranty experience and costs periodically and revise our warranty accrual as necessary. However, as we cannot predict actual future claims, the potential exists for the difference in any one reporting period to be material.
Income tax expense of $47.5 million in 2024 resulted in an effective income tax rate of 29.1%, which was higher than the 21.6% rate in the prior year primarily as a result of certain non-deductible items, including non-cash goodwill impairment, an increase in the state income tax rate and lesser foreign tax rate benefits.
Income tax expense of $62.5 million in 2025 resulted in an effective income tax rate of 24.6%, which was lower than the 29.1% rate in the prior year primarily as a result of certain non-deductible items recognized in 2024, including a non-cash goodwill impairment charge that did not reoccur in 2025, as well as changes in the valuation allowance related to certain state tax credits and foreign operating losses, tax benefits related to stock compensation, and higher foreign tax rate benefits.
Upon a Change of Control, as defined in the Indenture, we would be required to offer to purchase the 4.0% Senior Notes at a price equal to 101% of the outstanding principal amount if there is a Ratings Decline (as defined in the Indenture). 35 Table of Contents Index to Financial Statements Credit Ratings Our corporate credit rating and the credit ratings for our debt and outlook are presented below.
Upon a Change of Control (as defined in the Indenture), we would be required to offer to purchase the 4.0% Senior Notes at a price equal to 101% of the outstanding principal amount if there is a Ratings Decline (as defined in the Indenture). 33 Table of Contents Index to Financial Statements Credit Ratings Our corporate credit rating and the credit ratings for our debt and outlook are presented below: Moody’s Standard & Poor’s September 30, September 30, 2025 2024 2025 2024 Corporate credit rating Ba1 Ba1 BB BB ABL Agreement Not rated Not rated Not rated Not rated 4.0% Senior Notes Ba1 Ba1 BB BB Outlook Stable Stable Positive Stable These ratings are not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time by the assigning rating agencies.
The cost approach is based on the net aggregate value of the reporting unit’s underlying assets. The income approach is dependent on management’s best estimates of future operating results, including forecasted sales, earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins and the selection of discount rates.
The income approach is dependent on management’s best estimates of future operating results, including forecasted sales, earnings before interest, taxes, depreciation and amortization (“EBITDA”) margins and the selection of discount rates. There are inherent uncertainties related to the assumptions used and to management's application of these assumptions.
Strategic reorganization and other charges for 2023 of $10.2 million primarily consisted of expenses associated with the leadership transition, severance and certain transaction-related expenses. During the year ended September 30, 2024, we incurred a non-cash goodwill impairment charge of $16.3 million within the Water Management Solutions segment. No goodwill impairment charge was recorded in 2023.
Strategic reorganization and other charges for 2024 of $15.8 million primarily consisted of expenses associated with our leadership transition, certain transaction-related expenses, $1.8 million related to non-cash asset impairment, expenses associated with the cybersecurity incidents and severance. During the year ended September 30, 2025, there was no goodwill impairment charge recorded.
Overview Business We operate our business through two segments, Water Flow Solutions and Water Management Solutions. The Water Flow Solutions product portfolio includes iron gate valves, specialty valves and service brass products.
Overview Business We operate our business through two segments, Water Flow Solutions and Water Management Solutions. Water Flow Solutions’ portfolio includes iron gate valves, specialty valves and service brass products. Water Management Solutions’ portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection, as well as pressure management and control products and solutions.
SG&A as a percentage of net sales was 12.2% and 13.4% for 2024 and 2023, respectively. 32 Table of Contents Index to Financial Statements Water Management Solutions Net sales for 2024 were $559.2 million as compared with $641.3 million in the prior year, a decrease of $82.1 million or 12.8%, primarily as a result of lower volumes across most product lines, including the impact of the Israel-Hamas war, partially offset by higher pricing across most of Water Management Solutions’ product lines.
SG&A as a percentage of net sales was 10.9% and 12.2% for 2025 and 2024, respectively. 31 Table of Contents Index to Financial Statements Water Management Solutions Net sales for 2025 were $604.8 million as compared with $559.2 million in the prior year, an increase of $45.6 million or 8.2%, primarily as a result of higher sales volumes in hydrants and repair and installation products as well as higher pricing across most of Water Management Solutions’ product lines.
Excess availability based on September 30, 2024 data was $162.6 million, as reduced by $12.2 million of outstanding letters of credit and $0.2 million of accrued fees and expenses. 4.0% Senior Unsecured Notes On May 28, 2021, we privately issued $450.0 million of 4.0% Senior Unsecured Notes (“4.0% Senior Notes”), which mature on June 15, 2029 and bear interest at 4.0%, paid semi-annually in June and December.
We were in compliance with all required covenants as of September 30, 2025. 4.0% Senior Unsecured Notes On May 28, 2021, we privately issued $450.0 million of 4.0% Senior Unsecured Notes (“4.0% Senior Notes”), which mature on June 15, 2029 and bear interest at 4.0%, paid semi-annually in June and December.
For fiscal 2025, we anticipate that inflation will continue to modestly impact manufacturing costs, primarily due to wage inflation, as well as raw materials and purchased parts.
For fiscal 2026, we anticipate that inflation will continue to modestly impact manufacturing costs, primarily due to wage inflation, as well as raw materials and purchased parts. In addition, higher direct tariff costs of approximately 3% of costs of goods sold are expected to continue to contribute to inflationary pressures in 2026.
This method estimates a fair value by calculating an estimated discounted future cash flow stream from the hypothetical licensing of the indefinite-lived intangible assets. If this estimated fair value exceeds the carrying value, no impairment is indicated. Conversely, if the estimated fair value is less than the carrying value, impairment is indicated.
We test our trade name indefinite-lived intangible assets for impairment using a “royalty savings method,” which is a variation of the discounted cash flow method. This method estimates a fair value by calculating an estimated discounted future cash flow stream from the hypothetical licensing of the indefinite-lived intangible assets.
Corporate SG&A for 2024 was $57.7 million as compared with $49.7 million in the prior year, an increase of $8.0 million or 16.1% primarily as a result of higher employee incentives, higher third-party fees, unfavorable foreign currency fluctuation and approximately 3% inflation, partially offset by lower salary and benefit expense associated with our restructuring activities.
Corporate SG&A for 2025 was $60.1 million as compared with $57.7 million in the prior year, an increase of $2.4 million or 4.2% primarily as a result of approximately 3% inflation, higher insurance expense, and unfavorable foreign currency fluctuation.
SG&A for 2024 was $95.0 million as compared with $106.9 million in the prior year, a decrease of $11.9 million or 11.1% primarily due to lower salary and benefit expense associated with our restructuring activities and lower third-party fees, partially offset by unfavorable foreign currency fluctuation, higher employee incentives and approximately 3% inflation.
SG&A for 2025 was $96.9 million as compared with $95.0 million in the prior year, an increase of $1.9 million or 2.0% primarily due to unfavorable foreign currency fluctuation, inflation of approximately 3%, higher personnel-related expenses, including incentive-based compensation, and third-party fees, largely offset by lower intangible amortization, engineering costs and bad debt expense.
As a percentage of net sales, SG&A decreased 30 basis points to 18.7% of net sales from 19.0% in the prior year. Strategic reorganization and other charges for 2024 of $15.8 million primarily consisted of expenses associated with the leadership transition, certain transaction-related expenses, $1.8 million related to non-cash asset impairment, expenses associated with the cybersecurity incidents and severance.
Strategic reorganization and other charges for 2025 of $8.8 million primarily consisted of expenses associated with our leadership transition, certain transaction-related expenses, severance and $1.0 million related to non-cash asset impairment.
The ABL includes the ability to borrow up to $25.0 million of swing line loans and up to $60.0 million of letters of credit.
The ABL includes the ability to borrow up to $25.0 million of swing line loans and up to $60.0 million of letters of credit. The ABL permits us to increase the size of the credit facility by an additional $150.0 million in certain circumstances subject to adequate borrowing base availability.
According to the United States Department of Labor, the trailing twelve-month average consumer price index for water and sewerage rates at September 30, 2024 increased 5.2%. Total housing starts in fiscal 2024 decreased 1.6% as compared with fiscal 2023, according to the United States Census Bureau, despite a 13% increase in single family housing starts as compared with fiscal 2023.
According to the United States Department of Labor, the trailing twelve-month average consumer price index for water and sewerage rates as of September 30, 2025 increased 4.6%.
Additionally, we expect to invest to strengthen our systems, cybersecurity training, policies, programs, response plans and other similar measures. We expect to fund these cash requirements from cash on hand and cash generated from operations. Effect of Inflation We experience changing price levels primarily related to purchased components and raw materials.
Additionally, we expect to invest to strengthen our information technology systems, cybersecurity training, policies, programs, response plans and other similar measures. We expect to fund these cash requirements from cash on hand and cash generated from operations. We estimate 2026 capital expenditures will be between $60.0 million and $65.0 million.
Interest expense, net for 2024 was $12.7 million as compared with $14.7 million in the prior year, a decrease of $2.0 million or 13.6%, primarily as a result of higher interest income. The components of interest expense, net are provided below.
For the year ended September 30, 2024, a $16.3 million non-cash goodwill impairment charge was recorded within the Water Management Solutions Segment. Interest expense, net for 2025 was $6.6 million as compared with $12.7 million in the prior year, a decrease of $6.1 million or 48.0%, primarily as a result of higher interest income.
SG&A for 2024 was $92.5 million as compared with $85.3 million in the prior year, an increase of $7.2 million or 8.4%, primarily as a result of higher employee incentives and approximately 3% inflation, partially offset by lower salary and benefit expense associated with our restructuring activities.
SG&A for 2025 was $90.3 million as compared with $92.5 million in the prior year, a decrease of $2.2 million or 2.4%, primarily as a result of lower intangible amortization, partially offset by higher personnel-related expenses, including incentive-based compensation, approximately 3% inflation, and higher third-party fees.
Moody’s Standard & Poor’s September 30, September 30, 2024 2023 2024 2023 Corporate credit rating Ba1 Ba1 BB BB ABL Agreement Not rated Not rated Not rated Not rated 4.0% Senior Notes Ba1 Ba1 BB BB Outlook Stable Stable Stable Stable Material Cash Requirements We enter into a variety of contractual obligations as part of our normal operations in addition to capital expenditures.
Material Cash Requirements We enter into a variety of contractual obligations as part of our normal operations in addition to capital expenditures.
Gross profit for 2024 was $271.9 million as compared with $164.9 million in the prior year, an increase of $107.0 million or 64.9%, primarily as a result of favorable manufacturing performance driven by labor, overhead and logistic efficiencies, higher volumes and favorable price/cost, partially offset by higher custom duties expense.
Gross profit for 2025 was $296.3 million as compared with $271.9 million in the prior year, an increase of $24.4 million or 9.0%, primarily as a result of higher volumes in iron gate valves and specialty products, higher pricing and benefits from manufacturing efficiencies, partially offset by approximately 4% inflation and increased tariffs.
Gross profit for 2024 was $187.1 million as compared with $214.6 million in the prior year, a decrease of $27.5 million or 12.8%, primarily as a result of lower volumes including the impact of the Israel-Hamas war, partially offset by favorable price/cost and favorable manufacturing performance. Gross margin was 33.5% in both 2024 and 2023.
Gross profit for 2025 was $220.4 million as compared with $187.1 million in the prior year, an increase of $33.3 million or 17.8%, primarily as a result of higher pricing, benefits from manufacturing performance efficiencies, and higher volumes, which were partially offset by increased tariffs and 2% inflation. Gross margin was 36.4% in 2025 and 33.5% in 2024.
We declared a quarterly dividend of $0.067 per common share on October 22, 2024, payable on or about November 20, 2024 to holders of record as of November 8, 2024, which we expect to result in an estimated $10.5 million cash outlay.
We declared a quarterly dividend of $0.070 per common share on October 23, 2025, payable on or about November 20, 2025 to holders of record as of November 10, 2025, which will result in a $10.9 million cash outlay. 34 Table of Contents Index to Financial Statements Effect of Inflation We experience changing price levels primarily related to purchased components and raw materials.
We anticipate resilient demand in the municipal repair and replacement end market driven by the aging water infrastructure albeit moderated by budgetary and operational pressures on municipalities. Additionally, we anticipate that new residential construction activity and new lot and land development will be relatively constrained by the interest rate environment, depending on the geography.
We continue to anticipate resilient demand associated with the municipal repair and replacement end market driven by the aging water infrastructure and increasing water rates, moderated by budgetary and operational pressures on municipalities.
Selling, general and administrative expenses (“SG&A”) for 2024 were $245.2 million as compared with $241.9 million in the prior year, an increase of $3.3 million or 1.4%, primarily due to higher employee incentives, higher costs associated with approximately 3% inflation and the impact of foreign currency fluctuation, partially offset by a decrease in salary and benefit expense associated with our restructuring activities, third-party fees and engineering materials expense.
Gross margin increased to 36.1% in 2025 as compared with 34.9% in the prior year. 30 Table of Contents Index to Financial Statements Selling, general and administrative expenses (“SG&A”) for 2025 were $247.3 million as compared with $245.2 million in the prior year, an increase of $2.1 million or 0.9%, primarily due to inflation of approximately 3%, unfavorable foreign currency fluctuations, higher personnel-related expenses, including incentive-based compensation, and increased third-party fees.
The external operating environment remains dynamic as we face uncertainties and challenges emanating from the interest rate environment, the Israel-Hamas war and unrest in the Middle East, as well as labor inflation and availability. We expect these challenges to continue during fiscal 2025.
The external operating environment remains uncertain as we face changes in government policies, including possible disruptions to global supply chains resulting from such changes, the interest rate and tariff environment, as well as geopolitical conditions and labor and material inflation and availability. We expect these challenges to continue into fiscal 2026.
The ABL allows for certain restricted payments such as cash dividends on our common stock up to certain thresholds. Substantially all of our United States subsidiaries are borrowers under the ABL and are jointly and severally liable for any outstanding borrowings.
The ABL contains customary terms and conditions as well as various affirmative, negative and financial covenants that, among other things, may restrict the ability of us and our subsidiaries to pay dividends or repurchase stock. Substantially all of our United States subsidiaries are borrowers under the ABL and are jointly and severally liable for any outstanding borrowings.
We continue to address the impacts of the cybersecurity incidents, including making enhancements to our cybersecurity processes and analyzing the data accessed, exfiltrated or otherwise impacted in connection with the cybersecurity incidents. Outlook For fiscal year 2025, we anticipate that consolidated net sales will increase between 1.9% and 3.4% as compared with fiscal 2024.
Outlook For fiscal year 2026, we anticipate that consolidated net sales will increase between 1.4% and 2.8% as compared with fiscal 2025.
As a result of this quantitative testing, we recognized a $16.3 million non-cash goodwill impairment charge for a reporting unit within our Water Management Solutions segment as the carrying value exceeded its fair value. Our determination of the estimated fair value was based on our concluded value under the cost approach.
The results of the testing indicated that the fair value exceeded the carrying value of our reporting unit that includes goodwill. As such, no impairment charge was recorded. Our determination of the estimated fair value was based on our concluded value using a combination of the income and market approach.
Warranty Cost We accrue for warranty expenses that may include customer costs of repair and/or replacement, including labor, materials, equipment, freight and reasonable overhead costs. We accrue for the estimated cost of product warranties at the time of sale if such costs are determined to be reasonably estimable at that time.
Additionally, we performed our annual impairment testing of indefinite-lived intangible assets as of September 1, 2025 and concluded no impairment charges should be recorded. Warranty Cost We accrue for warranty expenses that may include customer costs of repair and/or replacement, including labor, materials, equipment, freight and overhead costs.
Recent Developments In October 2023, the Israel-Hamas war caused a temporary shutdown in our facility in Ariel, Israel. While we reopened the facility in November 2023, the war has caused supply chain challenges that continue to hinder our ability to most efficiently manufacture our products produced in Israel.
While we reopened the facility in November 2023, the war caused supply chain challenges that hindered our ability to most efficiently manufacture our products produced in Israel. While the facility was adversely impacted by this event, we have mitigated operational risk by expanding our suppliers and improving throughput in order to increase production levels and to meet customer delivery times.
We anticipate our existing cash, cash equivalents and borrowing capacity combined with our expected operating cash flows will be sufficient to meet our anticipated operating needs, income tax payments, capital expenditures and debt service obligations as they become due through the twelve months from the date of this filing.
We believe that cash on hand, cash expected to be generated from operations and the availability of borrowings under our ABL will be sufficient to fund our working capital requirements, liquidity obligations, anticipated capital expenditures, income tax payments and payments due under our existing debt for the next 12 months and thereafter for the foreseeable future.
After our short-cycle channel and customer inventory levels largely normalized during the first quarter of 2024, our orders and shipments reflected a more typical operating environment compared with the high backlog environment we experienced during and after the COVID-19 pandemic.
We anticipate that new residential construction activity and new lot and land development will be relatively constrained by the uncertainty in the economy, affordability concerns and interest rate environment, depending on the geographic region. Our orders and shipments in 2025 reflected a more typical operating environment compared with the high backlog environment we experienced during and after the COVID-19 pandemic.
Removed
The Water Management Solutions product and service portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection, as well as pressure management and control products and solutions. In August 2023, Marietta Edmunds Zakas was appointed to Chief Executive Officer and to the Board of Directors. Ms. Zakas formerly served as our Chief Financial Officer.
Added
In January 2025, we announced the appointment of Ms. Melissa Rasmussen as Senior Vice President and Chief Financial Officer effective March 3, 2025. On March 1, 2025, Mr. Steven S. Heinrichs transitioned from his roles as Chief Financial Officer and Chief Legal Officer to Senior Advisor and remained an advisor until September 30, 2025.
Removed
In May 2024, Paul McAndrew, Chief Operating Officer, was promoted to President and Chief Operating Officer. In September 2024, we announced that Steven S. Heinrichs, the Company’s Chief Financial Officer (“CFO”) and Chief Legal and Compliance Officer, will be transitioning from his position effective on or about December 31, 2024. Mr.
Added
In August 2025, we announced the appointment of Ms. Richelle R. Feyerherm as Chief Accounting Officer effective August 15, 2025. Ms. Feyerherm also serves as the Company’s principal accounting officer. On November 6, 2025, we announced that Ms.
Removed
Heinrichs will continue to serve as CFO and Chief Legal and Compliance Officer until a new CFO has been named.
Added
Marietta Edmunds Zakas will retire as the Company’s Chief Executive Officer and as a member of the Company’s Board of Directors, effective as of February 9, 2026. In connection with Ms. Zakas’ retirement, the Company’s Board of Directors appointed Mr. Paul McAndrew as President and Chief Executive Officer, effective as of the Transition Date.
Removed
These supply chain disruptions have adversely impacted, and continue to adversely impact, our ability to optimally produce and deliver our products from our facility in Ariel, Israel. Additionally, production at this facility has been adversely impacted by limited labor availability in the region.
Added
Total housing starts in fiscal 2025 decreased 1.1% as compared with fiscal 2024, according to the United States Census Bureau, which included a 5.2% decrease in single family housing starts as compared with fiscal 2024. Recent Developments In October 2023, the Israel-Hamas war caused a temporary shutdown in our facility in Ariel, Israel.
Removed
We have made investments in recruiting and training new team members, expanding our suppliers and expediting product shipments to increase production levels and to meet customer delivery times. The cybersecurity incident in the first quarter of fiscal 2024 consisted of unauthorized access and deployment of ransomware by a third party to a portion of our internal information system infrastructure.
Added
While net sales levels have returned to pre-war levels, margin expansion was further hindered by newly implemented tariffs on products manufactured in Israel and imported into the United States. While newly implemented tariffs are adversely impacting several product lines, Repair and Specialty Valve product lines are bearing most of the higher costs.
Removed
The incident caused temporary disruptions and limitations of access to portions of our business applications supporting certain aspects of our operations including shipping, receiving and payment functions.
Added
In response to tariffs that went into effect in the second half of fiscal 2025, we implemented additional pricing actions, which are expected to mostly offset tariff costs in dollar terms but will result in tariff-related impacts being dilutive to margins.
Removed
Operational delays as well as investigation and remediation costs in connection with the incident adversely impacted our results for the first quarter of fiscal 2024; however, there was no material impact to our consolidated net sales for the full fiscal 2024. We have restored the impacted applications and systems.
Added
As the tariffs remain uncertain and volatile, we will continue to monitor the situation and take appropriate actions to address inflationary and other cost pressures. At the end of the first quarter, we ceased melting and casting operations at our legacy brass foundry and transitioned production to our state-of-the-art foundry.
Removed
As reported on November 29, 2023, we identified a separate cybersecurity incident, which primarily related to a system that was at the end of its useful life and was already in the process of being replaced in the ordinary course of business.
Added
We expect this transition will improve operational efficiency and enable us to better serve our service brass customers.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+0 added−0 removed5 unchanged
Biggest changeWe believe these instruments are not subject to material potential near-term losses in future earnings from reasonably possible near-term changes in market rates or prices. Commodity Price Risk Our products are made using various purchased components and several basic raw materials, including brass ingot, scrap steel, sand and resin.
Biggest changeWe believe these instruments are not subject to material potential near-term losses in future earnings from reasonably possible near-term changes in market rates or prices. 36 Table of Contents Index to Financial Statements Commodity Price Risk Our products are made using various purchased components and several basic raw materials, including brass ingot, scrap steel, sand and resin.
To manage commodity price risks, we monitor commodity price fluctuations and may adjust our selling prices accordingly or implement certain supplier pricing agreements. In 2024, we experienced approximately 1% inflation compared to 2023. See “Item 1A.
To manage commodity price risks, we monitor commodity price fluctuations and may adjust our selling prices accordingly or implement certain supplier pricing agreements. In 2025, we experienced approximately 3% inflation compared to 2024. See “Item 1A.
Net sales and expenses of these subsidiaries are translated into United States dollars at the average relevant foreign currency exchange rate during the period. We may, in future periods, use derivative instruments to hedge a portion of our foreign currency exchange rate risk. 38 Table of Contents Index to Financial Statements
Net sales and expenses of these subsidiaries are translated into United States dollars at the average relevant foreign currency exchange rate during the period. We may, in future periods, use derivative instruments to hedge a portion of our foreign currency exchange rate risk.

Other MWA 10-K year-over-year comparisons