UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20212022
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File Number 001-32892
MUELLER WATER PRODUCTS, INC.
(Exact name of registrant as specified in its charter)

Delaware 20-3547095
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1200 Abernathy Road N.E
Suite 1200
Atlanta, GA 30328
(Address of principal executive offices)
(770) 206-4200
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each ClassTrading SymbolName of Each Exchange on Which Registered
Common stock, par value $0.01MWANew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  No 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”filer” and “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer                      Accelerated filer           
Non-accelerated filer                      Smaller reporting company      
Emerging growth company     



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  No
There were 158,525,776157,024,895 shares of $0.01 par value common stock of the registrant outstanding at April 30, 2021.
29, 2022, which trade under the ticker symbol MWA on the New York Stock Exchange.





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Table of Contents
PART I
Item 1.     FINANCIAL STATEMENTS
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
 March 31,September 30,
 20212020
 (in millions, except share amounts)
Assets:
Cash and cash equivalents$228.2 $208.9 
Receivables, net of allowance of $5.8 million and $4.8 million183.9 180.8 
Inventories, net179.4 162.5 
Other current assets22.7 29.0 
Total current assets614.2 581.2 
Property, plant and equipment, net268.5 253.8 
Intangible assets397.1 408.9 
Goodwill100.7 99.8 
Other noncurrent assets55.3 51.3 
Total assets$1,435.8 $1,395.0 
Liabilities and equity:
Current portion of long-term debt$1.0 $1.1 
Accounts payable74.7 67.3 
Other current liabilities84.5 86.6 
Total current liabilities160.2 155.0 
Long-term debt446.6 446.5 
Deferred income taxes100.3 96.5 
Other noncurrent liabilities59.3 56.3 
Total liabilities766.4 754.3 
Commitments and contingencies (Note 11.)
Common stock: 600,000,000 shares authorized; 158,490,451 and 158,064,750 shares outstanding at March 31, 2021 and September 30, 2020, respectively1.6 1.6 
Additional paid-in capital1,364.2 1,378.0 
Accumulated deficit(676.7)(714.2)
Accumulated other comprehensive loss(19.7)(24.7)
Total stockholders’ equity669.4 640.7 
Total liabilities and equity$1,435.8 $1,395.0 

The accompanying notes are an integral part of the condensed consolidated financial statements.
1


MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
 Three months endedSix months ended
March 31,March 31,
 2021202020212020
(in millions, except per share amounts)
Net sales$267.5 $257.7 $504.9 $470.3 
Cost of sales179.1 171.7 338.1 311.7 
Gross profit88.4 86.0 166.8 158.6 
Operating expenses:
Selling, general and administrative54.2 49.3 103.4 99.2 
Strategic reorganization and other charges0.8 0.9 2.2 3.3 
Total operating expenses55.0 50.2 105.6 102.5 
Operating income33.4 35.8 61.2 56.1 
Other expenses (income):
Pension benefit other than service(0.8)(0.8)(1.6)(1.5)
Interest expense, net6.1 6.0 12.2 13.4 
Walter Energy Accrual0.2 
Net other expenses5.3 5.2 10.6 12.1 
Income before income taxes28.1 30.6 50.6 44.0 
Income tax expense7.2 6.8 13.0 9.9 
Net income$20.9 $23.8 $37.6 $34.1 
Net income per share:
Basic$0.13 $0.15 $0.24 $0.22 
Diluted$0.13 $0.15 $0.24 $0.21 
Weighted average shares outstanding:
Basic158.4 157.9 158.3 157.8 
Diluted159.1 158.7 159.0 158.7 
Dividends declared per share$0.0550 $0.0525 $0.1100 $0.1050 

The accompanying notes are an integral part of the condensed consolidated financial statements.
2


MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(UNAUDITED)
 Three months endedSix months ended
March 31,March 31,
2021202020212020
 (in millions)
Net income$20.9 $23.8 $37.6 $34.1 
Other comprehensive (loss) income:
Pension0.6 0.7 1.3 1.5 
Income tax effects(0.1)(0.2)(0.3)(0.4)
Foreign currency translation(0.5)(1.6)4.0 1.8 
   Total other comprehensive (loss) income, net(1.1)5.0 2.9 
Total comprehensive income$20.9 $22.7 $42.6 $37.0 
 March 31,September 30,
 20222021
 (in millions, except share amounts)
Assets:
Cash and cash equivalents$164.1 $227.5 
Receivables, net of allowance for credit losses of $4.5 million and $3.5 million222.2 212.2 
Inventories, net229.2 184.7 
Other current assets31.6 29.3 
Total current assets647.1 653.7 
Property, plant and equipment, net292.3 283.4 
Intangible assets, net379.4 392.5 
Goodwill115.8 115.1 
Other noncurrent assets76.9 73.3 
Total assets$1,511.5 $1,518.0 
Liabilities and stockholders’ equity:
Current portion of long-term debt$1.0 $1.0 
Accounts payable108.0 92.0 
Other current liabilities92.5 127.1 
Total current liabilities201.5 220.1 
Long-term debt446.1 445.9 
Deferred income taxes100.7 95.1 
Other noncurrent liabilities57.1 62.0 
Total liabilities805.4 823.1 
Commitments and contingencies (Note 12.)
Common stock: 600,000,000 shares authorized; 156,986,382 and 157,955,433 shares outstanding at March 31, 2022, and September 30, 2021, respectively1.6 1.6 
Additional paid-in capital1,307.6 1,342.2 
Accumulated deficit(600.9)(643.9)
Accumulated other comprehensive loss(2.2)(5.0)
Total stockholders’ equity706.1 694.9 
Total liabilities and stockholders’ equity$1,511.5 $1,518.0 

The accompanying notes are an integral part of the condensed consolidated financial statements.
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MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY OPERATIONS
(UNAUDITED)
Three months endedSix months ended
March 31,March 31,
2021202020212020
(in millions)
Common stock
Balance, beginning of period$1.6 $1.6 $1.6 $1.6 
Change in common stock at par value
Balance, end of period1.6 1.6 1.6 1.6 
Additional paid-in capital
Balance, beginning of period1,370.9 1,401.3 1,378.0 1,410.7 
Dividends declared(8.7)(8.3)(17.4)(16.6)
Shares repurchased under buyback program(5.0)(5.0)
Buyout of noncontrolling interest(3.2)
Shares retained for employee taxes(0.1)(1.0)(0.7)
Stock-based compensation1.7 1.3 3.6 2.7 
Stock issued under stock compensation plan0.4 0.8 1.0 2.2 
Balance, end of period1,364.2 1,390.1 1,364.2 1,390.1 
Accumulated deficit
Balance, beginning of period(697.6)(775.9)(714.2)(786.2)
Net income20.9 23.8 37.6 34.1 
Cumulative effect of accounting change(0.1)
Balance, end of period(676.7)(752.1)(676.7)(752.1)
Accumulated other comprehensive (loss) income
Balance, beginning of period(19.7)(32.0)(24.7)(36.0)
Other comprehensive (loss) income(1.1)5.0 2.9 
Balance, end of period(19.7)(33.1)(19.7)(33.1)
Noncontrolling interest
Balance, beginning of period2.2 
Acquisition of joint venture partner’s interest(2.2)
Balance, end of period
Total stockholders' equity$669.4 $606.5 $669.4 $606.5 
 Three months endedSix months ended
March 31,March 31,
 2022202120222021
(in millions, except per share amounts)
Net sales$310.5 $267.5 $582.8 $504.9 
Cost of sales217.7 179.1 402.4 338.1 
Gross profit92.8 88.4 180.4 166.8 
Operating expenses:
Selling, general and administrative58.0 54.2 114.3 103.4 
Strategic reorganization and other charges0.6 0.8 3.0 2.2 
Total operating expenses58.6 55.0 117.3 105.6 
Operating income34.2 33.4 63.1 61.2 
Other expenses (income):
Pension benefit other than service(1.0)(0.8)(2.0)(1.6)
Interest expense, net4.5 6.1 8.8 12.2 
Net other expenses3.5 5.3 6.8 10.6 
Income before income taxes30.7 28.1 56.3 50.6 
Income tax expense7.1 7.2 13.3 13.0 
Net income$23.6 $20.9 $43.0 $37.6 
Net income per share:
Basic$0.15 $0.13 $0.27 $0.24 
Diluted$0.15 $0.13 $0.27 $0.24 
Weighted average shares outstanding:
Basic156.9 158.4 157.6 158.3 
Diluted157.5 159.1 158.4 159.0 
Dividends declared per share$0.058 $0.055 $0.116 $0.110 

The accompanying notes are an integral part of the condensed consolidated financial statements.
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MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSCOMPREHENSIVE INCOME
(UNAUDITED)
 Six months ended
March 31,
 20212020
 (in millions)
Operating activities:
Net income$37.6 $34.1 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation15.3 14.4 
Amortization14.1 13.9 
Stock-based compensation3.6 2.7 
Pension (benefits) costs(1.0)1.4 
Deferred income taxes2.4 0.9 
Other, net4.5 2.2 
Changes in assets and liabilities:
Receivables, net(2.4)(8.2)
Inventories, net(19.7)(13.4)
Other assets1.7 5.7 
Accounts payable7.2 (18.8)
Walter Energy accrual(22.0)
Other current liabilities1.2 (9.9)
Other noncurrent liabilities(1.3)(6.0)
Net cash provided by (used in) operating activities63.2 (3.0)
Investing activities:
Capital expenditures(31.1)(37.3)
Proceeds from sales of assets0.3 0.1 
Net cash used in investing activities(30.8)(37.2)
Financing activities:
Dividends paid(17.4)(16.6)
Acquisition of joint venture partner’s interest(5.2)
Employee taxes related to stock-based compensation(1.0)(0.7)
Common stock issued1.0 2.2 
Proceeds from financing transaction3.9 
Deferred financing costs paid(0.5)
Common stock repurchased under buyback program(5.0)
Other(0.5)0.5 
Net cash used in financing activities(14.5)(24.8)
Effect of currency exchange rate changes on cash1.4 (0.4)
Net change in cash and cash equivalents19.3 (65.4)
Cash and cash equivalents at beginning of period208.9 176.7 
Cash and cash equivalents at end of period$228.2 $111.3 
 Three months endedSix months ended
March 31,March 31,
2022202120222021
 (in millions)
Net income$23.6 $20.9 $43.0 $37.6 
Other comprehensive (loss) income:
Pension0.4 0.6 0.8 1.3 
Income tax effects— (0.1)(0.1)(0.3)
Foreign currency translation(3.6)(0.5)2.1 4.0 
Total comprehensive (loss) income, net(3.2)— 2.8 5.0 
Comprehensive income$20.4 $20.9 $45.8 $42.6 

The accompanying notes are an integral part of the condensed consolidated financial statements.
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MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY 
(UNAUDITED)
Three months endedSix months ended
March 31,March 31,
2022202120222021
(in millions)
Common stock
Balance, beginning of period$1.6 $1.6 $1.6 $1.6 
Change in common stock at par value— — — — 
Balance, end of period1.6 1.6 1.6 1.6 
Additional paid-in capital
Balance, beginning of period1,313.8 1,370.9 1,342.2 1,378.0 
Dividends declared(9.1)(8.7)(18.3)(17.4)
Shares retained for employee taxes0.1 (0.1)(1.8)(1.0)
Shares repurchased under buyback program— — (20.0)— 
Stock-based compensation2.4 1.7 4.4 3.6 
Stock issued under stock compensation plan0.4 0.4 1.1 1.0 
Balance, end of period1,307.6 1,364.2 1,307.6 1,364.2 
Accumulated deficit
Balance, beginning of period(624.5)(697.6)(643.9)(714.2)
Net income23.6 20.9 43.0 37.6 
Cumulative effect of accounting change— — — (0.1)
Balance, end of period(600.9)(676.7)(600.9)(676.7)
Accumulated other comprehensive income (loss)
Balance, beginning of period1.0 (19.7)(5.0)(24.7)
Other comprehensive income(3.2)— 2.8 5.0 
Balance, end of period(2.2)(19.7)(2.2)(19.7)
Total stockholders' equity$706.1 $669.4 $706.1 $669.4 

The accompanying notes are an integral part of the condensed consolidated financial statements.
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Table of Contents
MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
 Six months ended
March 31,
 20222021
 (in millions)
Operating activities:
Net income$43.0 $37.6 
Adjustments to reconcile net income to net cash provided by operating activities, net of acquisition:
Depreciation16.0 15.3 
Amortization14.0 14.1 
Stock-based compensation4.4 3.6 
Pension benefit(1.3)(1.0)
Deferred income taxes6.1 2.4 
Inventory reserves provision3.3 3.8 
Other, net0.5 0.7 
Changes in assets and liabilities, net of acquisition:
Receivables, net(9.7)(2.4)
Inventories(47.5)(19.7)
Other assets(2.4)1.7 
Accounts payable15.8 7.2 
Other current liabilities(36.0)1.2 
Other noncurrent liabilities(5.4)(1.3)
Net cash provided by operating activities0.8 63.2 
Investing activities:
Capital expenditures(26.0)(31.1)
Acquisition purchase price adjustment0.2 — 
Proceeds from sales of assets— 0.3 
Net cash used in investing activities(25.8)(30.8)
Financing activities:
Dividends paid(18.3)(17.4)
Employee taxes related to stock-based compensation(1.8)(1.0)
Common stock issued1.1 1.0 
Proceeds from financing transaction— 3.9 
Deferred financing costs paid— (0.5)
Common stock repurchased under buyback program(20.0)— 
Capital leases(0.1)(0.5)
Net cash used in financing activities(39.1)(14.5)
Effect of currency exchange rate changes on cash0.7 1.4 
Net change in cash and cash equivalents(63.4)19.3 
Cash and cash equivalents at beginning of period227.5 208.9 
Cash and cash equivalents at end of period$164.1 $228.2 

The accompanying notes are an integral part of the condensed consolidated financial statements.
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 Six months ended
March 31,
 20222021
 (in millions)
Supplemental cash flow information
Cash paid for interest, net$10.2 $12.5 
Cash paid for income taxes15.6 4.2 
The accompanying notes are an integral part of the condensed consolidated financial statements.
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MUELLER WATER PRODUCTS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED MARCH 31, 20212022
(UNAUDITED)
Note. 1Note 1. Organization and Basis of Presentation
Mueller Water Products, Inc., a Delaware corporation, together with its consolidated subsidiaries, operates in two2 business segments: InfrastructureWater Flow Solutions and Technologies. Infrastructure manufactures valves for water and gas systems, including butterfly,Water Management Solutions. These segments are based on a management reorganization that became effective October 1, 2021; prior period information has been recast to conform to the current presentation. Water Flow Solutions’ product portfolio includes iron gate tapping, check, knife, plugvalves, specialty valves and ball valves, as well as dry-barrelservice brass products. Water Management Solutions’ product and wet-barrelservice portfolio includes fire hydrants, repair and a broad line of pipe connection and repair products, such as clamps and couplings used to repair leaks. Technologies offersinstallation, natural gas, metering, systems, leak detection, pipe condition assessmentpressure control and other related smart-enabled products and services.software products. The “Company,” “we,” “us” or “our” refer to Mueller Water Products, Inc. and its subsidiaries. With regard to the Company’s segments, “we,” “us” or “our”subsidiaries, and may also refer to the segment being discussed.
In July 2014, Infrastructure acquired a 49% ownership interest in an industrial valve joint venture for $1.7 million. As a resultOn December 3, 2018, we completed our acquisition of substantive control features in the operating agreement, all of the joint venture’s assets, liabilitiesKrausz Industries Development Ltd. and results of operations were included in our consolidated financial statements. Infrastructure acquired the remaining 51% ownership interest in the business in October 2019.
subsidiaries (“Krausz”). During the three monthsquarter ended March 31, 2021, we aligned the consolidation of the financial statements of Krausz Industries Development Ltd. and subsidiaries (“Krausz”) in the Company’s consolidated financial statements, eliminating the previous inclusion of Krausz financial statements with a one-month reporting lag. In accordance with applicable accounting literature, the elimination of the one-month reporting lag is considered to be a change in accounting principle. We believe this change in accounting principle is preferable as the financial statements of all of our subsidiaries are now reported on the same basis, providing the most current information available. In accordance with applicable accounting literature, the elimination of the one-month reporting lag is considered to be a change in accounting principle. The effect of the elimination of the reporting lag during the three and six monthsyear ended March 31,September 30, 2021 resulted in an increase of $6.0 million to net sales and an increase of $1.4 million to operating income. We concluded that the effect of this change is not material to the balance sheets, statements of operations, statements of cash flows, net income and earnings per share and therefore have not retrospectively applied this change.
On June 14, 2021, we acquired all the outstanding capital stock of i2O Water Ltd (“i2O”), a provider of pressure management solutions to more than 100 water companies in 45 countries. The consolidated balance sheet at September 30, 2021 included the preliminary estimated fair values of the net assets of i2O. The accounting for this business combination became final during the three months ended March 31, 2022. The results of i2O’s operations and cash flows subsequent to the acquisition are included in the Company’s consolidated statement of operations and consolidated statement of cash flows, respectively. Refer to Note 2. for additional disclosures related to the acquisition.
Our consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which require us to make certain estimates and assumptions in recording assets, liabilities, sales and expenses andas well as in the disclosure of contingent assets and liabilities. Actual results could differ from those estimates. All significant intercompany balances and transactions have been eliminated. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended September 30, 2020.2021. In our opinion, all normal and recurring adjustments that we consider necessary for a fair financial statement presentation have been made. The condensed consolidated balance sheet at September 30, 20202021 was derived from audited financial statements, but it does not include all disclosures required by GAAP.
Our business is seasonal as a result of cold weather conditions. Net sales and operating income historically have historically been lowest in the three month periods ending December 31 and March 31 when the northern United States and all of Canada generally face weather conditions that restrict significant construction activity.

In preparing these financial statements in conformity with GAAP, we have considered and, where appropriate, reflectedincluded the effects of the COVID-19 pandemic on our operations. The pandemic continues to provide significant challenges to the U.S. and global economies.

Unless the context indicates otherwise, whenever we refer to a particular year, we mean our fiscal year ended or ending September 30 in that particular calendar year.
Recently Adopted Accounting Guidance
During 2016, the Financial Accounting Standards Board (“FASB”) issued standard ASCAccounting Standards Codification (“ASC”) 326 - Current Expected Credit Losses to replace the “incurred loss” impairment approach with an “expected loss” approach, which requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. We have completed historical and forward-looking analyses for receivables and adopted this guidance effective October 1, 2020. Upon adoption, there was no material impact to our financial statements.
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In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”). ASU 2019-12 simplifies the accounting for income taxes by clarifying and amending existing guidance related to the recognition of franchise tax, the evaluation of a step up in the tax basis of goodwill, and the effects of enacted changes in tax laws or rates in the effective tax rate computation, among other clarifications. ASU 2019-12 is effective for public business entities for fiscal years beginning after December 15, 2020, including interim periods within that fiscal year, with early adoption permitted. We adopted this standard on October 1, 2021 and there was no material impact to our financial statements.
In March 2020, the FASB issued ASU No. 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting" (“ASU 2020-04”). This guidance provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. The amendments apply only to contracts and hedging relationships that reference the London Inter Bank Offered Rate (“LIBOR”) or another reference rate expected to be discontinued due to reference rate reform. ASU 2020-04 is effective from March 12, 2020, but can be adopted prospectively from a date within an interim period subsequent to March 12, 2020. We evaluated our contracts and the optional expedients provided by ASU 2020-04. We adopted this standard on October 1, 2021 and there was no material impact to our financial statements.
Restructuring
Since November 2019, we have announced the purchase and closure of several facilities. We purchased a new facility in Kimball, Tennessee to support and enhance our investment in our Chattanooga, Tennessee large casting foundry. As a result, we announced subsequent closures offoundry and closed our facilities in Hammond, Indiana, and Woodland, Washington. Expenses incurred for these closures were primarily related to personnel and inventory and are included in Strategic reorganization and other charges.
In March 2021, we announced the planned closures of our facilities in Aurora, IllinoisWashington and Surrey, British Columbia, Canada. MostWe also announced the closure of our facility in Aurora, Illinois which we expect to complete substantially by the third quarter of fiscal year 2022. The majority of the activities from these plantsfacilities have been, or will be, transferred to our Kimball, Tennessee facility. We expect to substantially complete these facility closures by the third quarter of our fiscal year 2022 and expect to incur total expenses related to this restructuring of approximately $14.0 million, including termination benefit costs of approximately $4.8 million and other associated costs of $9.2 million. Of the total $14.0 million estimated costs, approximately $3.6 million are expected to be non-cash charges. Expenses incurred during the three months ended March 31, 2021 were approximately $3.3 million, including approximately $0.9 million of termination benefit costs which are included in Strategic reorganization and other charges and approximately $2.4 million in inventory write-downs which are included in Cost of sales.
Activity in accrued restructuring, reported as part of otherOther current liabilities, is presented below.
Six months ended
March 31,
20222021
(in millions)
Beginning balance$3.1 $2.8 
Amounts accrued1.6 1.0 
Amounts paid(2.6)(1.6)
Ending balance$2.1 $2.2 
Six months ended
March 31,
20212020
(in millions)
Beginning balance$2.8 $1.7 
Expenses incurred1.0 1.6 
Amounts paid(1.6)(2.7)
Ending balance$2.2 $0.6 

New Markets Tax Credit Program
On December 22, 2020, we entered into a financing transaction with Wells Fargo Community Investment Holdings, LLC (“Wells Fargo”) related to our brass foundry construction project in Decatur, Illinois under a qualified New Markets Tax Credit program (“NMTC”). The NMTC is a federal program intended to encourage capital investment in qualified lower income communities. Under the NMTC, investors claim federal income tax credits over a period of seven years in connection with qualified investments in the equity of community development entities (“CDE”s), which are privately managed investment institutions that are certified to make qualified low-income community investments, such as in our foundry project.
Under the NMTC, Wells Fargo contributed capital of $4.8 million to an investment fund and we loaned $12.2 million to the fund. Wells Fargo is entitled to the associated tax credits, which are subject to 100% recapture if we do not comply with various regulations and contractual provisions surrounding the foundry project. We have indemnified Wells Fargo for any loss or recapture of tax credits related to the transaction until the seven-year period lapses.elapses. We do not anticipate any credit recaptures will be required in connection with this arrangement.
The investment fund contributed $16.5 million cash for a 99.99% stake in a joint venture (“Sub-CDE”) with a CDE. The Sub-CDE then loaned $16.2 million to us, with the use of the loan proceeds restricted to foundry project expenditures.
This transaction also includes a put/call provision under which we may be obligated or entitled to repurchase Wells Fargo’s interest in the investment fund. We believe that Wells Fargo will exercise its put option in December 2027 for nominal consideration, resulting in our becoming the sole owner of the investment fund, cancelling the related loans, and recognizing an estimated gain of $3.9 million.
We have determined that the investment fund and the Sub-CDE are variable interest entities (“VIEs”) and that we are the primary beneficiary of the VIEs. The ongoing activities of the VIEs, namely collecting and remitting interest and fees and administering NMTC compliance, were contemplated in the initial design of the transaction and are not expected to
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significantly affect economic performance throughout the life of the VIEs. Additionally, we are obligated to deliver tax benefits and provide various other guarantees to Wells Fargo and to absorb the losses of the VIEs. Wells Fargo does not have a material interest in the underlingunderlying economics of the project. Consequently, we have included the financial statements of the VIEs in our consolidated financial statements.
Intercompany transactions between us and the VIEs have been eliminated in consolidation. Wells Fargo’s contribution to the investment fund is includedconsolidated in our financial statements within Other noncurrent liabilities as a result of its redemption features.
Direct costs associated with Wells Fargo’s capital contribution have beenwere netted against the recorded proceeds, resulting in a net cash contribution to us of $3.9 million. Other direct costs incurred associated with executing the transaction were
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capitalized and will beare being recognized as interest expense over the seven-year tax credit period. Incremental costs to maintain the structure during the compliance period will beare expensed as incurred.

Note 2.    Acquisitions
Acquisition of i2O Water Ltd
On June 14, 2021, we acquired all the outstanding capital stock of i2O for $19.7 million, net of cash acquired. The purchase agreement provided for customary final adjustments, including a net working capital adjustment that was completed during the three months ended December 31, 2021, resulting in a purchase price of $19.5 million.
We have recognized the assets acquired and liabilities assumed at their estimated acquisition date fair values, with the excess of the purchase price over the estimated fair values of the identifiable net assets acquired recorded as goodwill. The accounting for the business combination is considered to be final. The results of i2O are included in our Water Management Solutions segment.
The goodwill below is attributable to the strategic opportunities and synergies that we expect to arise from the acquisition of i2O and the value of its workforce. Goodwill is nondeductible for income tax purposes. Identified intangible assets consist of customer relationships, non-compete agreements and developed technology with an estimated weighted-average useful life of approximately 12 years and trade names with an indefinite life. Values of intangible assets were determined using a discounted cash flow method.
The following is a summary of the fair values of the net assets acquired (in millions):
Assets, net of cash:
Receivables$0.5 
Inventories0.6 
Other current assets0.9 
Identified intangible assets:
     Tradename1.8 
     Customer relationships2.1 
     Non-compete agreements0.1 
     Developed technology3.5 
Goodwill12.1 
Liabilities:
Accounts payable(0.8)
Other current liabilities(1.3)
     Fair value of net assets acquired, net of cash$19.5 


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Note 2.3.    Revenue from Contracts with Customers
We recognize revenue when control of promised products or services is transferred to our customers, in amounts that reflect the consideration to which we expect to be entitled in exchange for those products or services. We account for a contract when it has approval and commitment from both parties, the rights of the parties are identified, the payment terms are identified, the contract has commercial substance and collectability of consideration is probable. We determine the appropriate revenue recognition for our contracts with customers by analyzing the type, terms and conditions of each contract or arrangement with a customer.
Disaggregation of Revenue
We disaggregate our revenuesrevenue from contracts with customers by reportable segment (see Note 9.10.) and further by geographical region as we believe this best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Geographical region represents the location of the customer.
Contract Asset and Liability Balances
TheDifferences in the timing of revenue recognition, billingsbilling and cash collections resultscollection result in customer receivables, customer advance payments and billings in excess of revenue recognized. Customer receivables include amounts billed and currently due from customers as well as unbilled amounts.amounts (i.e., contract assets). Amounts are billed in accordance with contractual terms and unbilled amounts arise when the timing of billing differs from the timing of revenue recognized.
Customer advanceAdvance payments and billings in excess of revenue are recognized and recorded as deferred revenue, the majority of which is classified as current, based on the timing of when we expect to recognize revenue. We reverse thesereceive within one year and therefore is included within Other current liabilities in the accompanying consolidated balance sheets. Deferred revenue represents contract liabilities and recognizeare recorded when customers remit cash payments in advance of our satisfaction of performance obligations under contractual arrangements. Contract liabilities are relieved and revenue is recognized when we satisfy the related performance obligations. We include current deferred revenue within Other current liabilities.obligation is satisfied.
The table below represents the balances of our customer receivables and deferred revenues.
March 31,September 30,
20212020
(in millions)
Billed receivables$184.5 $180.2 
Unbilled receivables4.2 4.6 
Total customer receivables$188.7 $184.8 
Deferred revenues$4.1 $5.6 
revenue.
March 31,September 30,
20222021
(in millions)
Billed receivables$224.8 $213.4 
Unbilled receivables1.9 2.3 
Gross customer receivables226.7 215.7 
Allowance for credit losses(4.5)(3.5)
Receivables, net$222.2 $212.2 
Deferred revenue$7.6 $5.4 
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. Our performance obligations are satisfied at a point in time for sales of product or over time for our software hosting and leak detection monitoring services. Performance obligations are supported by customer contracts, which provide frameworks for the nature of the distinct products or services. We allocate the transaction price of each contract to the performance obligations on the basis of standalone selling price and recognize revenue when or as, control of the performance obligation transfers to the customer. The transaction price is adjusted for our estimate of variable consideration which may include discounts, and rebates. To estimate variable consideration, we apply the expected value or the most likely amount method, based on whichever method most appropriately predicts the amount of consideration we expect to receive. The method applied is based typically on historical experience and known trends. We do not recognize variable consideration in the event there are uncertainties in the amount of variable consideration to be paid nor when it is probable there will be a significant reversal in the related revenue.
MostWe exclude from the measurement of the transaction price all taxes assessed by a governmental authority. We classify shipping and handling costs, such as freight to our customers’ destinations, as a component of Cost of sales.
We have elected to use the practical expedient to not adjust the transaction price of a contract for the effects of a significant financing component if, at the inception of the contract, we expect that the period between when we transfer a product or service to a customer and when a customer remits payment will be one year or less.
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The revenue recognized at a point in time related to the sale of our performanceproducts is recognized when the obligations of the terms of our contract are satisfied, at a “point in time” for sales of equipment and for provision of one-time services, and wewhich generally recognize such revenueoccurs upon shipment when goods are shipped or when the services are provided. The remainder of our performance obligations are satisfied “over time” for our software hosting and leak detection monitoring services, and we generally recognize such revenue ratably as services are provided over the expected termcontrol of the contract.product transfers to the customer.
We offer warranties to our customers in the form of assurance-type warranties, whichthat provide assurance that the products provided will function as intended and comply with any agreed-upon specifications. Such warranties generallyThese cannot be purchased separately. We accrue our expected warranty obligations at the time of sale.
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Costs to Obtain or Fulfill a Contract
We incur certain incremental costs to obtain a contract, which primarily relate to incremental sales commissions. Our commissions are paid based on eithera combination of orders orand shipments, and we reserve the right to claw back any commissioncommissions in the eventcase of product returns or lost collections. SinceAs the expected benefit associated with these incremental costs is generally one year or less based on the nature of the productsproduct sold and services provided,benefits received, we have applied a practical expedient and therefore do not capitalize the related costs and expense such coststhem as incurred.
Note 3.4. Income Taxes
The reconciliation between the U.S. federal statutory income tax rate and the effective income tax rate is presented below.
 Three months endedSix months ended
March 31,March 31,
2022202120222021
U.S. federal statutory income tax rate21.0 %21.0 %21.0 %21.0 %
Adjustments to reconcile to the effective tax rate:
State income taxes, net of federal benefit3.6 4.2 3.6 4.2 
Excess tax benefits related to stock-based compensation— (0.3)(0.2)(0.2)
Tax credits(1.3)(1.1)(1.3)(1.1)
Global Intangible Low-Taxed Income0.8 0.6 0.8 0.6 
Foreign income tax rate differential(1.4)(0.3)(1.4)(0.3)
Valuation allowances(0.3)(0.6)0.2 (0.2)
Other0.7 2.1 0.9 1.7 
Effective income tax rate23.1 %25.6 %23.6 %25.7 %
 Three months endedSix months ended
March 31,March 31,
2021202020212020
U.S. federal statutory income tax rate21.0 %21.0 %21.0 %21.0 %
Adjustments to reconcile to the effective tax rate:
State income taxes, net of federal benefit4.2 4.5 4.2 4.5 
Excess tax (benefits) related to stock-based compensation(0.3)(0.5)(0.2)(0.8)
Tax credits(1.1)(1.5)(1.1)(1.4)
Global Intangible Low-Taxed Income0.6 (0.2)0.6 
Foreign income tax rate differential(0.3)(0.5)(0.3)(0.6)
Valuation allowances(0.6)(0.6)(0.2)(0.6)
Other2.1 1.7 0.4 
Effective income tax rate25.6 %22.2 %25.7 %22.5 %

At March 31, 20212022 and September 30, 2020,2021, the gross liabilities for unrecognized income tax benefits were $4.7 million and $4.5$4.8 million, respectively, and are reflected withinincluded in Other noncurrent liabilities.
Note 4.5. Borrowing Arrangements
The components of our long-term debt are presented below.
 March 31,September 30,
 20212020
 (in millions)
5.5% Senior Notes$450.0 $450.0 
Finance leases2.1 2.5 
452.1 452.5 
Less deferred financing costs(4.5)(4.9)
Less current portion(1.0)(1.1)
Long-term debt$446.6 $446.5 
as follows:
 March 31,September 30,
 20222021
 (in millions)
4.0% Senior Notes$450.0 $450.0 
Finance leases2.1 2.2 
Total borrowings452.1 452.2 
Less deferred financing costs(5.0)(5.3)
Less current portion(1.0)(1.0)
Long-term debt$446.1 $445.9 
5.5% Senior Unsecured Notes.
ABL Agreement. On June 12, 2018, we privately issued $450.0 million of 5.5% Senior Unsecured Notes (“Notes”), which mature in 2026 and bear interest at 5.5%, paid semi-annually. We capitalized $6.6 million of financing costs, which are being amortized over the term of the Notes using the effective interest method. Proceeds from the Notes, along with other cash, were used to repay our Term Loan. Substantially all of our U.S. subsidiaries guarantee the Notes, which are subordinate to borrowings under ourOur asset-based lending agreement (“ABL Agreement”). Based on quoted market prices, which is a Level 1 measurement, the outstanding Notes had a fair value of $465.8 million as of March 31, 2021 and September 30, 2020.
An indenture securing the Notes (“Indenture”) contains customary covenants and events of default, including covenants that limit our ability to incur certain debt and liens, pay dividends and make investments. There are no financial maintenance covenants associated with the Indenture. We believe we were in compliance with these covenants at March 31, 2021.

We may redeem some or all of the Notes at any time or from time to time prior to June 15, 2021 at certain “make-whole” redemption prices (as set forth in the Indenture) and on or after June 15, 2021 at specified redemption prices (as set forth in the Indenture). Additionally, we may redeem up to 40% of the aggregate principal amount of the Notes at any time or from time to time prior to June 15, 2021 with the net proceeds of specified equity offerings at specified redemption prices (as set forth in the
9


Indenture). Upon a change in control (as defined in the Indenture), we would be required to offer to purchase the Notes at a price equal to 101% of the outstanding principal amount of the Notes.

ABL Agreement. Our ABL Agreement consists of a $175.0 million revolving credit facility thatfor up to $175.0 million which includes up to $25.0 million inof swing line loans and may have up to $60.0 million of letters of credit. The ABL Agreement 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.
Borrowings under the ABL Agreement bear interest at a floating rate equal to the London Inter-Bank Offered Rate (“LIBOR”),LIBOR plus an applicable margin ranging fromrange of 200 to 225 basis points, or a base rate, as defined in the ABL Agreement, plus an applicable margin rangingrange of from 100 to 125 basis points. At March 31, 2021,2022 the applicable ratemargin for LIBOR based loans was LIBOR plus 200 basis points and for base rate loans was 100 basis points.
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The ABL Agreement is subject to mandatory prepayments if total outstanding borrowings under the ABL Agreement are greater than the aggregate commitments under the revolving credit facility or if we dispose of overdue accounts receivable in certain circumstances. The borrowing base under the ABL Agreement is equal to the sum of (a) 85% of the value of eligible accounts receivable and (b) the lesser of (i) 70% of the value of eligible inventoriesinventory or (ii) 85% of the net orderly liquidation value of eligible inventories,inventory, less certain reserves. Prepayments maycan be made at any time with nowithout penalty.

Substantially all of our United States subsidiaries are borrowers under the ABL Agreement and are jointly and severally liable for any outstanding borrowings. Our obligations under the ABL Agreement are secured by a first-priority perfected lien on all of our United States inventories, accounts receivable, certain cash and other related items.
The ABL Agreement terminates on July 29, 2025 and includes a commitment fee for any unused borrowing capacity of 37.5 basis points per annum. Our obligations under the ABL Agreement are secured by a first-priority perfected lien on all of our U.S. receivables and inventories, certain cash and other supporting obligations. Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $17.5 million andor 10% of the Loan Cap as defined in the ABL Agreement. Excess availability based on March 31, 20212022 data was $154.4$160.1 million, as reduced by $14.7 million of outstanding letters of credit of $13.8and $0.2 million andof accrued fees and expensesexpenses.
4.0% Senior Unsecured Notes. On May 28, 2021, we privately issued $450.0 million of $1.6 million.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 capitalized $5.5 million of financing costs which are being amortized over the term of the 4.0% Senior Notes using the effective interest method. Substantially all of our U.S. subsidiaries guarantee the 4.0% Senior Notes that are subordinate to borrowings under our ABL Agreement. Based on quoted market prices that are a Level 1 measurement, the outstanding 4.0% Senior Notes had a fair value of $426.0 million at March 31, 2022.
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 March 31, 2022.
As set forth in the Indenture, we may redeem some or all of the 4.0% Senior Notes at any time prior to June 15, 2024 at certain “make-whole” redemption prices and on or after June 15, 2024 at specified redemption prices. Additionally, we may redeem up to 40% of the aggregate principal amount of the 4.0% Senior Notes at any time prior to June 15, 2024 with the net proceeds of specified equity offerings at specified redemption prices. Upon a change of control, we would be required to offer to purchase the 4.0% Senior Notes at a price equal to 101% of the outstanding principal amount of the 4.0% Senior Notes.
Note 5.6. Derivative Financial Instruments
In connection with the acquisition of Singer Valve in 2017, we loaned U.S. dollar-denominated funds to one of our Canadian subsidiaries. Although this intercompany loan hashad no direct effect on our consolidated financial statements, it createscreated exposure to currency risk for the Canadian subsidiary. To reduce this exposure, we entered into a U.S. dollar-Canadian dollar swap contract with the Canadian subsidiary and an offsetting Canadian dollar-U.S. dollar swap with a domestic bank. We havedid not designateddesignate these swaps as hedges and we include the changes in their fair valuesvalue were included in earnings, to offsetoffsetting the currency gains and losses associated with the intercompany loan.
The currency swap contracts expire in February 2022. The valuesvalue of our currency swap contracts were liabilitiesas of $1.4September 30, 2021 was a liability of $1.1 million, and $0.2 million at March 31, 2021 and September 30, 2020, respectively, and arewas included in Other current liabilities and Other noncurrent liabilities, respectively.liabilities. The currency swap contracts expired in February 2022.
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Note 6.7. Retirement Plans
The components of net periodic benefit cost for our pension plans are presented below.
Three months endedSix months ended
March 31,March 31,
 2022202120222021
 (in millions)
Service cost$0.3 $0.4 $0.6 $0.8 
Pension costs (benefits) other than service:
Interest cost2.4 2.5 4.8 5.0 
Expected return on plan assets(3.8)(3.9)(7.6)(7.8)
Amortization of actuarial net loss0.4 0.6 0.8 1.2 
Pension benefits other than service(1.0)(0.8)(2.0)(1.6)
Net periodic benefit$(0.7)$(0.4)$(1.4)$(0.8)
Three months endedSix months ended
March 31,March 31,
 2021202020212020
 (in millions)
Service cost$0.4 $0.4 $0.8 $0.8 
Pension costs (benefits) other than service:
Interest cost2.5 2.8 5.0 5.6 
Expected return on plan assets(3.9)(4.2)(7.8)(8.4)
Amortization of actuarial net loss0.6 0.6 1.2 1.3 
Pension benefits other than service(0.8)(0.8)(1.6)(1.5)
Net periodic benefit$(0.4)$(0.4)$(0.8)$(0.7)

The amortization of actuarial losses, net of tax, is recorded as a component of other comprehensive loss.
10
income (loss).


Note 7.8. Stock-based Compensation Plans
We grantedgrant various forms of stock-based compensation, including market-based restricted stock units (“MRSUs”), restricted stock units, stock options and performance-based restricted stock units (“PRSUs”) under our Amended and Restated 2006 Mueller Water Products, Inc. Stock Incentive Plan (the “2006 Stock Plan”), Phantom Plan instruments under our Mueller Water Products, Inc. 2012 Phantom Plan, and Employee stock purchase plan instruments under our 2006 Employee Stock Purchase Plan. Grants issued during the six months ended March 31, 20212022 are as follows.follows:
Number grantedWeighted average grant date fair value per instrumentTotal grant date fair value
(in millions)
Quarter ended December 31, 2021
MRSUs230,089 $15.76 $3.6 
Phantom Plan instruments199,549 13.64 2.7 
Restricted stock units135,129 13.64 1.8 
Non-qualified stock options457,482 3.43 1.6 
PRSUs: 2020 award57,627 13.81 0.8 
Employee stock purchase plan instruments38,069 3.01 0.1 
Quarter ended March 31, 2022
    Restricted stock units88,250 13.03 1.1 
    Employee stock purchase plan instruments38,512 3.39 0.1 
$11.8 
Units grantedWeighted average grant date fair value per instrumentTotal grant date fair value
(in millions)
Quarter ended December 31, 2020
    MRSUs234,199 $15.39 $3.6 
    Phantom Plan instruments180,987 11.86 2.1 
    Restricted stock units129,081 11.86 1.5 
    Non-qualified stock options423,405 3.05 1.3 
    PRSUs: 2020 award60,019 11.86 0.7 
                  2019 award84,483 11.86 1.0 
    Employee stock purchase plan instruments40,286 1.92 0.1 
Quarter ended March 31, 2021
    MRSUs4,187 $14.26 $0.1 
    Phantom Plan instruments1,254 11.94 
    Restricted stock units82,565 12.81 1.1 
    Non-qualified stock options8,115 3.08 
    Employee stock purchase plan instruments35,325 2.24 0.1 
$11.6 

An MRSU award represents a target number of units that may be paid out at the end of a three-year award cycle based on a calculation of our relative total shareholder return (“TSR”) performance as compared with the TSR of a selected peer group's TSR.group. Settlements, in our common shares, will range from 0zero to 2 times the number of MRSUs granted, depending on our TSR performance relative to that of the peer group.
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Compensation expense attributableattributed to MRSUs is based on the fair value of the awards on their respective grant dates, as determined using a Monte Carlo model. The assumptions used to determine the grant date fair value are indicated below.
November 30, 2021
Variables used in determining grant date fair value:
Dividend yield1.70 %
Risk-free rate0.76 %
Expected term (in years)2.83
January 27, 2021December 2, 2020
Variables used in determining grant date fair value:
Dividend yield1.84 %1.77 %
Risk-free rate0.16 %0.21 %
Expected term (in years)2.672.83

The expected dividend yield is based on our estimated annual dividend and our stock price history at the grant date. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield in effect at the grant date with a term equal to the expected term. The expected term represents the average period of time the units are expected to be outstanding.
At March 31, 2021,2022, the outstanding Phantom Plan instruments had a fair value of $13.89$12.92 per instrument and our liability for Phantom Plan instruments was $2.0$2.1 million and is included within Other current liabilities and Other noncurrent liabilities.

Stock options generally vest ratably over three years on each anniversary date of the original grant ratably over three years.date. Compensation expense attributed to stock options is based on the fair value of the awards on their respective grant dates, as determined using a Black-Scholes model. The assumptions used to determine the grant date fair value are indicated below.
November 30, 2021
Dividend yield1.62 %
Risk-free rate1.33 %
Expected term (in years)6.00
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January 27, 2021December 2, 2020
Dividend yield2.01 %2.01 %
Risk-free rate0.66 %0.66 %
Expected term (in years)6.006.00
The expected dividend yield is based on our estimated annual dividend and our stock price history at the grant date. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield in effect at the grant date with a term equal to the expected term. The expected term represents the average period of time the options are expected to be outstanding.
A PRSU award consists of a number of units that may be paid out at the end of a three-year award cycle consisting of a series of annual performance periods coinciding with our fiscal years. After we establish the financial performance targets related to PRSUs for a given performance period, typically during the first quarter of that fiscal year, we consider that portion of a PRSU award to be granted. Thus, each award consists of a grant in the year of award and grants in the two following years. Settlements, in our common shares, will range from 0zero to 2 times the number of PRSUs granted, depending on our financial performance relative to the targets.
We did not issue any shares of common stock to settle PRSUs vested during the three months ended March 31, 2021. We2022; however, we issued 103,058240,412 shares of common stock to settle PRSUs vested during the six months ended March 31, 2021 to settle PRSUs during the period.2022. Additionally, we issued 93,973104,380 and 219,549235,095 shares of common stock to settle restricted stock units vested during the three and six months ended March 31, 2022, respectively. Finally, we issued 45,517 and 108,950no shares of common stock to settle stock options exercised during the three andmonths ended March 31, 2022; however, we issued 24,153 shares of common stock to settle stock options exercised during the six months ended March 31, 2021, respectively.2022.
Operating income included stock-based compensation expense of $2.5 million and $1.3 million duringin each of the three months ended March 31, 20212022 and 2020, respectively, and $5.02021. Operating income included stock-based compensation expense of $5.1 million and $3.2$5.0 million during the six months ended March 31, 20212022 and 2020,2021, respectively. At March 31, 2021,2022, there was approximately $13.2$13.3 million of unrecognized compensation expense related to stock-based compensation arrangements and there were 199,99458,139 PRSUs that have been awarded for the 2021 and 2022 performance periodsperiod for which performance goal achievement cannot yet be determined.
We excluded 664,082944,631 and 267,697664,082 stock-based compensation instruments from the calculations of diluted earnings per share forin the three months ended March 31, 20212022 and 2020,2021, respectively, and 447,086563,299 and 184,296447,086 for the six months ended March 31, 20212022 and 2020,2021, respectively, since their inclusion would have been antidilutive.
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Note 8.9. Supplemental Balance Sheet Information
Selected supplemental asset information is presented below.
 March 31,September 30,
 20212020
 (in millions)
Inventories, net:
Purchased components and raw material$94.0 $87.3 
Work in process34.3 32.4 
Finished goods51.1 42.8 
       Total inventories, net$179.4 $162.5 
Other current assets:
Prepaid expenses$10.5 $10.9 
Non-trade receivables6.0 8.5 
Maintenance and repair supplies and tooling3.1 3.7 
Income taxes0.3 5.5 
Other2.8 0.4 
       Total other current assets$22.7 $29.0 
Property, plant and equipment, net:
Land$6.1 $6.2 
Buildings81.9 80.4 
Machinery and equipment422.6 406.3 
Construction in progress68.4 57.4 
     Total property, plant and equipment579.0 550.3 
Accumulated depreciation(310.5)(296.5)
     Total property, plant and equipment, net$268.5 $253.8 
Other noncurrent assets:
Operating lease right-of-use assets$24.7 $25.6 
Maintenance and repair supplies and tooling18.7 17.5 
Workers compensation reimbursement receivable2.0 2.1 
Pension assets3.1 0.9 
Note receivable1.8 1.8 
Deferred financing fees1.5 1.3 
Other3.5 2.1 
     Total other noncurrent assets$55.3 $51.3 
 March 31,September 30,
 20222021
 (in millions)
Inventories:
Purchased components and raw material$137.4 $100.9 
Work in process, net46.4 41.6 
Finished goods, net45.4 42.2 
Total inventories$229.2 $184.7 
Other current assets:
Prepaid expenses$13.1 $12.8 
Non-trade receivables10.7 10.7 
Maintenance and repair supplies and tooling2.3 2.9 
Income taxes0.2 0.2 
Workers’compensation reimbursement receivable1.7 0.8 
Other current assets3.6 1.9 
Total other current assets$31.6 $29.3 
Property, plant and equipment:
Land$5.5 $6.1 
Buildings86.7 84.6 
Machinery and equipment446.1 433.3 
Construction in progress93.0 83.7 
Total property, plant and equipment631.3 607.7 
Accumulated depreciation(339.0)(324.3)
Property, plant and equipment, net$292.3 $283.4 
Other noncurrent assets:
Operating lease right-of-use assets$25.7 $27.1 
Maintenance and repair supplies and tooling20.5 19.3 
Workers’ compensation reimbursement receivable5.0 2.7 
Pension asset19.0 16.8 
Note receivable1.8 1.8 
Deferred financing fees1.1 1.3 
Other noncurrent assets3.8 4.3 
Total other noncurrent assets$76.9 $73.3 

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Selected supplemental liability information is presented below.
 March 31,September 30,
 20222021
 (in millions)
Other current liabilities:
Compensation and benefits$32.4 $44.6 
Customer rebates7.7 19.6 
Warranty accrual5.9 6.7 
Deferred revenue7.6 5.4 
Refund liability5.2 6.0 
Taxes other than income taxes5.5 4.4 
Operating lease liabilities3.8 4.0 
Workers’ compensation accrual3.1 2.6 
CARES Act payroll tax liabilities3.6 3.6 
Restructuring liabilities2.1 3.1 
Environmental liabilities1.2 1.2 
Interest payable5.3 6.2 
Income taxes payable1.7 8.5 
Other current liabilities7.4 11.2 
Total other current liabilities$92.5 $127.1 
Other noncurrent liabilities:
Operating lease liabilities$23.0 $24.6 
Warranty accrual1.7 3.0 
Transition tax liability4.1 4.7 
Uncertain tax position liability4.7 4.8 
NMTC liability3.9 3.9 
Workers’ compensation accrual10.6 7.9 
Asset retirement obligation3.6 3.6 
CARES Act payroll tax liabilities— 3.6 
Deferred development grant2.5 2.5 
Other noncurrent liabilities3.0 3.4 
Total other noncurrent liabilities$57.1 $62.0 
 March 31,September 30,
 20212020
 (in millions)
Other current liabilities:
Compensation and benefits$28.9 $32.8 
Customer rebates6.6 9.6 
Warranty accrual4.8 7.2 
Deferred revenues4.1 5.6 
Refund liability5.7 4.3 
Taxes other than income taxes4.3 3.9 
Operating lease liabilities3.9 4.0 
Workers compensation accrual2.9 2.7 
CARES Act payroll tax liabilities3.1 
Restructuring liabilities2.2 2.8 
Environmental liabilities1.2 1.2 
Interest payable7.3 7.3 
Income taxes payable1.8 0.2 
Other7.7 5.0 
     Total other current liabilities$84.5 $86.6 
Other noncurrent liabilities:
Operating lease liabilities$22.5 $23.3 
Warranty accrual7.8 7.2 
Transition tax liability4.7 5.2 
Unrecognized income tax benefits4.7 4.5 
NMTC liability3.9 
Workers compensation accrual3.7 3.8 
Asset retirement obligation3.6 3.5 
CARES Act payroll tax liabilities3.1 3.3 
Deferred development grant2.5 2.5 
Other2.8 3.0 
     Total other noncurrent liabilities$59.3 $56.3 

Goodwill
Goodwill is tested for impairment at the reporting unit level (operating segment or one level below an operating segment) on an annual basis each September 1st and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.
The following table summarizes information concerning our goodwill balance forin the six months ended March 31, 2021,2022, in millions.
Balance at September 30, 20202021$99.8115.1 
Acquisition adjustments0.1 
Effects of changes in foreign currency exchange rates0.90.6 
Balance at March 31, 20212022$100.7115.8 

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Note 9.10. Segment Information
We adopted a new management structure effective October 1, 2021 which resulted in a change to our reportable segments. Prior period information has been recast to conform to the current presentation. The recasting has no effect on our previously reported consolidated balance sheets, consolidated statements of operations, or consolidated statements of cash flows. The two newly named business units and reportable segments are Water Flow Solutions and Water Management Solutions. Water Flow Solutions’ product portfolio includes iron gate valves, specialty valves and service brass products. Water Management Solutions’ product and service portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection, pressure control and software products. Summarized financial information for our segments is presented below. Net sales and operating income associated with certain products have been reclassified as Technologies segment items to conform to the current period presentation.
Three months endedSix months ended
March 31,March 31,
2022202120222021
 (in millions)
Net sales, excluding intercompany:
Water Flow Solutions$183.9 $147.1 $338.8 $275.9 
Water Management Solutions126.6 120.4 244.0 229.0 
$310.5 $267.5 $582.8 $504.9 
Operating income (loss):
Water Flow Solutions$35.4 $29.7 $66.7 $52.8 
Water Management Solutions11.7 18.3 23.2 35.3 
Corporate(12.9)(14.6)(26.8)(26.9)
$34.2 $33.4 $63.1 $61.2 
Depreciation and amortization:
Water Flow Solutions$7.5 $7.5 $14.9 $14.9 
Water Management Solutions7.3 7.2 15.0 14.4 
Corporate— — 0.1 0.1 
$14.8 $14.7 $30.0 $29.4 
Strategic reorganization and other charges:
Water Flow Solutions$— $— $— $0.1 
Water Management Solutions0.1 (0.7)0.1 (0.7)
Corporate0.5 1.5 2.9 2.8 
$0.6 $0.8 $3.0 $2.2 
Capital expenditures:
Water Flow Solutions$12.1 $13.8 $21.5 $26.1 
Water Management Solutions2.9 1.7 4.5 4.9 
Corporate— — — 0.1 
$15.0 $15.5 $26.0 $31.1 
Water Flow Solutions disaggregated net revenue:
Central$50.7 $38.4 $91.2 $73.4 
Northeast31.1 22.4 61.1 47.3 
Southeast40.7 29.9 78.0 53.0 
West45.8 43.4 83.9 79.7 
United States168.3 134.1 314.2 253.4 
Canada14.0 11.1 21.9 16.8 
Other international locations1.6 1.9 2.7 5.7 
$183.9 $147.1 $338.8 $275.9 
Water Management Solutions disaggregated net revenue:
Central$34.6 $32.3 $63.4 $59.2 
Northeast28.4 24.2 52.7 48.6 
Southeast26.3 24.7 51.8 47.5 
West22.3 23.1 47.0 45.2 
United States111.6 104.3 214.9 200.5 
Canada8.7 9.4 16.3 16.1 
Other international locations6.3 6.7 12.8 12.4 
$126.6 $120.4 $244.0 $229.0 
Three months endedSix months ended
March 31,March 31,
2021202020212020
 (in millions)
Net sales, excluding intercompany:
Infrastructure$246.9 $239.9 $462.8 $432.2 
Technologies20.6 17.8 42.1 38.1 
$267.5 $257.7 $504.9 $470.3 
Operating income (loss):
Infrastructure$52.6 $50.3 $94.2 $85.8 
Technologies(4.6)(4.6)(6.1)(6.4)
Corporate(14.6)(9.9)(26.9)(23.3)
$33.4 $35.8 $61.2 $56.1 
Depreciation and amortization:
Infrastructure$12.7 12.1 $25.2 $24.1 
Technologies2.0 2.1 4.1 4.1 
Corporate0.1 0.1 0.1 
$14.7 $14.3 $29.4 $28.3 
Strategic reorganization and other (credits) charges:
Infrastructure$(0.7)$0.4 $(0.6)$0.4 
Technologies
Corporate1.5 0.5 2.8 2.9 
$0.8 $0.9 $2.2 $3.3 
Capital expenditures:
Infrastructure$14.8 $21.2 $29.5 $35.7 
Technologies0.7 0.7 1.5 1.3 
Corporate0.2 0.1 0.3 
$15.5 $22.1 $31.1 $37.3 
Infrastructure disaggregated net revenues:
Central$64.1 $59.8 $121.1 $106.2 
Northeast43.2 55.0 89.0 96.7 
Southeast48.1 44.8 86.6 84.2 
West63.5 57.6 116.9 103.6 
United States218.9 217.2 413.6 390.7 
Canada20.4 15.0 32.5 26.6 
Other international locations7.6 7.7 16.7 14.9 
$246.9 $239.9 $462.8 $432.2 
Technologies disaggregated net revenues:
Central$6.6 $3.7 $11.5 $8.5 
Northeast3.4 4.5 6.9 10.8 
Southeast6.5 5.4 13.9 11.4 
West3.0 3.1 8.0 5.1 
United States19.5 16.7 40.3 35.8 
Canada0.1 0.3 0.4 0.9 
Other international locations1.0 0.8 1.4 1.4 
$20.6 $17.8 $42.1 $38.1 
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Note 10. Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss is presented below.
  Pension, net of taxForeign currency translationTotal
(in millions)
Balance at September 30, 2020$(32.7)$8.0 $(24.7)
Current period other comprehensive income1.0 4.0 5.0 
Balance at March 31, 2021$(31.7)$12.0 $(19.7)

Note 11. Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income (loss) is as follows:
  Pension, net of taxForeign currency translationTotal
(in millions)
Balance at September 30, 2021$(22.2)$17.2 $(5.0)
Current period other comprehensive income0.7 2.1 $2.8 
Balance at March 31, 2022$(21.5)$19.3 $(2.2)

Note 11.12. Commitments and Contingencies
We are involved in various legal proceedings that have arisen in the normal course of operations, including the proceedings summarized below. We provide for costs relating to these matters when a loss is probable and the amount is reasonably estimable. AdministrativeLegal costs related to these matters are expensed as incurred. The effect of the outcome of these matters on our financial statements cannot be predicted with certainty as any such effect depends on the amount and timing of the resolution of such matters, unless otherwise indicated below.matters. Other than the litigation described below, we do not believe that any of our outstanding litigation would have a materialmaterially adverse effect on our businessfinancial position, results of operations, cash flows or prospects.liquidity.
Environmental. We are subject to a wide variety of laws and regulations concerning the protection of the environment, both with respect to the operations at many of our properties and with respect to remediating environmental conditions that may exist at our own or other properties. We accrue for environmental expenses resulting from existing conditions that relate to past operations when the costs are probable and reasonably estimable.
In the acquisition agreement pursuant to which a predecessor to Tyco International plc, now Johnson Controls International plc (“JCI”Tyco”), sold our businesses to a previous owner in August 1999, JCITyco agreed to indemnify us and our affiliates, among other things, for all “Excluded Liabilities.” Excluded Liabilities include, among other things, substantially all liabilities relating to the time prior to August 1999, including environmental liabilities. The indemnity survives indefinitely. JCI’sTyco’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, JCITyco has engaged in multiple corporate restructurings, split-offs and divestitures. While none of these transactions directly affects the indemnification obligations of the JCITyco indemnitors under the 1999 acquisition agreement, the result of such transactions is that the assets of, and control over, such JCITyco indemnitors has changed. Should any of these JCITyco indemnitors become financially unable or fail to comply with the terms of the indemnity, we may be responsible for such obligations or liabilities.
On July 13, 2010, Rohcan Investments Limited, the former owner of a property leased by Mueller Canada Ltd. and located in Milton, Ontario, filed suit against Mueller Canada Ltd. and its directors seeking C$10.0 million in damages arising from the defendants’ alleged environmental contamination of the property and breach of lease. Mueller Canada Ltd. leased the property from 1988 through 2008. We are pursuing indemnification from a former owner for certain potential liabilities that are alleged in this lawsuit, and we have accrued for other liabilities not covered by indemnification.  On December 7, 2011, the Court denied the plaintiff’s motion for summary judgment.
The purchaser of U.S. Pipe which was sold in 2012, has been identified as a “potentially responsible party” (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act in connection with a former manufacturing facility operated by U.S. Pipe that was in the vicinity of a proposed Superfund site located in North Birmingham, Alabama. Under the terms of the acquisition agreement relating to our sale of U.S. Pipe, we agreed to indemnify the purchaser for certain environmental liabilities, including those arising out of the former manufacturing site in North Birmingham. Accordingly, the purchaser tendered the matter to us for indemnification, which we accepted. Ultimate liability for the site will depend on many factors that have not yet been determined, including the determination of the Environmental Protection Agency’s remediation costs, the number and financial viability of the other PRPs (there are four other PRPs currently) and the determination of the final allocation of the costs among the PRPs. Since the amounts of such costs cannot be reasonably estimated at this time, no amounts have been accrued for this matter at March 31, 2021.
Walter Energy. On November 18, 2019, we paid approximately $22.2 million to the Internal Revenue Service in final settlement of a tax dispute related to our former parent company, Walter Energy, Inc.2022.

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The COVID-19 Pandemic. The pandemic has caused, and is likely to continue to cause, severe economic, market and other disruptions to the U.S. and global economies. We have taken action and continue to counter such disruption, and work to protect the safety of our production workers as essential workers at our various manufacturing plants, distribution centers and research and development centers.employees. We are uncertain of the potential full magnitude or duration of the business and economic impacts from the unprecedented public health effort to contain and combat the spread of COVID-19, and while the extent to which the pandemic affects our results will depend on future developments, the outbreak could result in material effects to our future financial position, results of operations, cash flows and liquidity.
Mass Shooting Event at our Mueller Co. Facility in Albertville, Alabama. On June 15, 2021, we experienced a mass shooting event at our Mueller Co. facility in Albertville, Alabama, in which two employees were killed and two employees were injured. Various claims arising from the event have been filed to date and we anticipate that additional claims may be made and that liability under such claims, if any, is not expected to have a material adverse effect on our results of operations or cash flows. However, the outcome of these claims, or legal proceedings, and related effects arising from this event cannot be predicted with certainty.
Indemnifications. We are a party to contracts in which it is common for us to agree to indemnify third parties for certain liabilities that arise out of or relate to the subject matter of the contract. In some cases, this indemnity extends to related liabilities arising from the negligence of the indemnified parties, but usually excludes any liabilities caused by gross negligence or willful misconduct. We cannot estimate the potential amount of future payments under these indemnities until events arise that would trigger a liability under the indemnities.
Additionally, in connection with the sale of assets and the divestiture of businesses, such as the divestitures of the subsidiaries, U.S. Pipe and Anvil, we may agree to indemnify buyers and related parties for certain losses or liabilities incurred by these parties with respect to: (i) the representations and warranties made by us to these parties in connection with the sale and (ii) liabilities related to the pre-closing operations of the assets or business sold. Indemnities related to pre-closing operations generally include certain environmental and tax liabilities and other liabilities not assumed by these parties in the transaction.
Indemnities related to the pre-closing operations of sold assets or businesses normally do not represent additional liabilities to us, but simply serve to protect these parties from potential liability associated with our obligations existing at the time of the sale. As with any liability, we have accrued for those pre-closing obligations that are considered probable and reasonably estimable. Should circumstances change, increasing the likelihood of payments related to a specific indemnity, we will accrue a liability when future payment is probable and the amount is reasonably estimable.
Other Matters. We monitor and analyze our warranty experience and costs periodically and may revise our accruals as necessary. 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.
We are party to a number of lawsuits arising in the ordinary course of business, including product liability cases for products manufactured by us or third parties. While the results of litigation cannot be predicted with certainty, we believe that the final outcome of such other litigation is not likely to have a materially adverse effect on our financial position, results of operations, cash flows or liquidity.
Note 12.13. Subsequent Events
On April 23, 2021,22, 2022, our Board of Directors declared a dividend of $0.0550$0.058 per share on our common stock, payable on or about May 20, 20212022 to stockholders of record at the close of business on May 10, 2021.

2022.
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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto that appear elsewhere in this report. This report contains certain statements that may be deemed “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995.federal securities laws. All statements that address activities, events or developments that the Company intends, expects, plans, projects, believes or anticipates will or may occur in the future are forward-looking statements, including, without limitation, statements regarding outlooks, projections, forecasts, trend descriptions, the COVID-19 pandemic,environmental/sustainability plans, go-to-market strategies, operational excellence, acceleration of new product development, end marketfinancial or operating performance, net sales performance, adjusted operating income and adjusted EBITDA performance, margins, capital expenditure plans, litigation outcomes, capital allocation and growth strategies,strategy plans, restructuring efficiencies and projected warranty charges. Forward-looking statements are based on certain assumptions and assessments made by the Company based onin light of the Company’s experience and perception of historical trends, current conditions and expected future developments.
Actual results and the timing of events may differ materially from those contemplated by the forward-looking statements due to a number of factors, including the extent, duration and severity of thefuture impact of the COVID-19 pandemic on the Company’s operations and results, including effects on the financial health of customers (including collections), the financial/capital markets, government-mandated facility closures, COVID-19 related facility closures and other manufacturing restrictions,; logistical challenges and supply chain interruptions, potential litigation and claims emanating fromdisruptions related to the COVID-19 pandemic, geopolitical conditions, or other events; an inability to realize the anticipated benefits from our operational initiatives, including our large capital investments in Chattanooga and health, safetyKimball, Tennessee and employee/Decatur, Illinois, plant closures, and our reorganization and related strategic realignment activities; an inability to attract or retain a skilled and diverse workforce, increased competition related to the workforce and labor issues in Company facilities aroundmarkets; an inability to protect the world; unexpectedCompany’s information systems against service interruption, misappropriation of data or greater than expected increases in costsbreaches of raw materialssecurity; failure to comply with personal data protection and purchased components; regional, national or global political, economic, market and competitive conditions;privacy laws; cyclical and changing demand in core markets such as municipal spending;spending, construction, and natural gas distribution; government monetary or fiscal policies; residential and nonresidential construction, and natural gas distribution;the impact of adverse weather conditions; the impact of manufacturing and product performance; expectations for changes in volumes, continued executionthe impact of cost productivity initiativeswage, commodity and improved pricing; warranty exposures (includingmaterials price inflation; the adequacyimpact of warranty reserves); the Company’s abilityclaims; an inability to successfully resolve significant legal proceedings claims, lawsuits or government investigations; compliance with environmental, trade and anti-corruption laws and regulations; climate change and legal or regulatory responses thereto; changing regulatory, trade and tariff conditions; failure to achieve expected cost savings, net sales expectations, profitability expectations and manufacturing efficiencies from restructuring and consolidation activities and our large capital investments in Chattanooga and Kimball, Tennessee and Decatur, Illinois; the failure to integrate and/or realize any of the anticipated benefits of recent acquisitions or divestitures; as well asan inability to achieve some or all of our Environmental, Social and Governance goals; and other factors that are described in the section entitled “RISK FACTORS” in Item 1A of the Company’s most recently filedrecent Annual Report on Form 10-K and in this Quarterly Reportlater filings on Form 10-Q (all of which risks may be amplified by the pandemic). 10-Q.

Forward-looking statements do not guarantee future performance and are only as of the date they are made and do not guarantee future performance.made. The Company undertakes no duty to update its forward-looking statements except as required by law. Undue reliance should not be placed on any forward-looking statements. You are advised to review any further disclosures the Company makes on related subjects in subsequent Forms 10-K, 10-Q, 8-K and other reports filed with the U.S. Securities and Exchange Commission.

Overview
Organization
On October 3, 2005, Walter Energy, Inc (“Walter Energy”) acquired all outstanding shares of capital stock representing the Mueller Co. and Anvil businesses and contributed them to its U.S. Pipe business to form Mueller Water Products, Inc. (“Mueller” or the “Company”). In June 2006, we completed an initial public offering of 28,750,000 shares of Series A common stock and in December 2006, Walter Energy distributed to its shareholders all of its equity interests in Mueller, completing our spin-off. We subsequently sold our U.S. Pipe and Anvil businesses in 2012 and 2017, respectively.
Business
We estimate approximately 60-65%55-60% of our 20202021 net sales were for repair and replacement directly related to municipal water infrastructure spending, approximately 25-30%30-35% were related to residential construction activity and less than 10% were related to natural gas utilities spending.
We expect the operating environment during our fiscal year 2021 to continue2022 to be very challenging due toas a result of the uncertainty around the depth and duration of the pandemic which has accelerated and may continue to accelerate, inflation, labor availability and global supply chain disruptions. We anticipate that growth in the residential construction end market will continue to help offset anticipated challenges in the project-related portion of the municipal market. In April 2021,2022, Blue Chip Economic Indicators forecasted a 12% increase in housing startsgrowth of 3% for calendar 20212022 as compared towith the prior year primarily due to theon continued robust demand for housing and low interest rate environment in the United States.
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inventories.
We have continued to incur additional costs to address the pandemic as discussed herein, including costs associated with unfavorable volumemanufacturing variances, voluntary emergency paid leave,labor shortages, and additional cleaning, including disinfectants and sanitation materials, for our employees and at our facilities. We expect to continue to incur such costs whichthat may be significant as we continue to respond to the pandemic. All of our facilities are operational and our teams have worked effectively to address the few temporary closures we have experienced due to the pandemic. The last such closure was in August 2020. The pandemic also caused supply chain disruption that has resulted in higher costs in the manufacture of our products. We expect these conditions to persist in the near term and may worsen until the pandemic abates.
Infrastructure
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In December 2018, we completed our acquisitionWe announced a new management structure effective October 1, 2021. The new structure is designed to increase revenue growth, drive operational excellence, accelerate new product development and enhance profitability. We anticipate the reorganization will strengthen the alignment of Krausz Industries Development Ltd.products, solutions and subsidiaries (“Krausz”), a manufacturer of pipe couplings, gripsservices with customer needs, accelerate new product introductions and clamps with operations in the United Statesimprove product life cycle management. The two newly named business units and Israel. During the three months ended March 31, 2021, we aligned the consolidation of Krausz in the consolidated financial statements which previously included results on a one-month reporting lag. The impact of the elimination of the reporting lag during the threereportable segments are Water Flow Solutions and six months ended March 31, 2021 resulted in an increase of $6.0 million to net salesWater Management Solutions.
Water Flow Solutions’ product portfolio includes iron gate valves, specialty valves and $1.4 million in operating income.
In October 2019, we acquired the noncontrolling interestservice brass products. Water Flow Solutions represented 56% of our previously existing joint venture operation for a negotiated purchase price of $5.4 million.
Technologies
The municipal market is the key end market for Technologies. Our Technologies segment is typically project-orientedfiscal 2021 net sales. Water Management Solutions’ product and depends on our customers’ adoptionservice portfolio includes fire hydrants, repair and installation, natural gas, metering, leak detection, pressure control and software products. Water Management Solutions represented 44% of our technology-based products and services.fiscal 2021 net sales.
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Results of Operations
Three Months Ended March 31, 20212022 Compared to Three Months Ended March 31, 2020
 Three months ended March 31, 2021
 InfrastructureTechnologiesCorporate  Total    
 (in millions)
Net sales$246.9 $20.6 $— $267.5 
Gross profit86.3 2.1 — $88.4 
Operating expenses:
Selling, general and administrative34.4 6.7 13.1 54.2 
Strategic reorganization and other (credits) charges(0.7)— 1.5 0.8 
       Total operating expenses33.7 6.7 14.6 55.0 
Operating income (loss)$52.6 $(4.6)$(14.6)33.4 
Other expenses (income):
Pension benefit other than service(0.8)
Interest expense, net6.1 
Income before income taxes28.1 
Income tax expense7.2 
Net income$20.9 
 Three months ended March 31, 2020
 InfrastructureTechnologiesCorporateTotal
 (in millions)
Net sales$239.9 $17.8 $— $257.7 
Gross profit84.1 1.9 — $86.0 
Operating expenses:
Selling, general and administrative33.4 6.5 9.4 49.3 
Strategic reorganization and other (credits) charges0.4 — 0.5 0.9 
        Total operating expenses33.8 6.5 9.9 50.2 
Operating income (loss)$50.3 $(4.6)$(9.9)35.8 
Other expenses (income):
Pension benefit other than service(0.8)
Interest expense, net6.0 
Income before income taxes30.6 
Income tax expense6.8 
Net income$23.8 
2021
 Three months ended March 31, 2022
 Water Flow SolutionsWater Management SolutionsCorporate  Total    
 (in millions)
Net sales$183.9 $126.6 $— $310.5 
Gross profit57.0 35.8 — $92.8 
Operating expenses:
Selling, general and administrative21.6 24.0 12.4 58.0 
Strategic reorganization and other charges— 0.1 0.5 0.6 
Total operating expenses21.6 24.1 12.9 58.6 
Operating income (loss)$35.4 $11.7 $(12.9)34.2 
Non-operating expenses:
Pension benefit other than service(1.0)
Interest expense, net4.5 
Income before income taxes30.7 
Income tax expense7.1 
Net income$23.6 
 Three months ended March 31, 2021
 Water Flow SolutionsWater Management SolutionsCorporateTotal
 (in millions)
Net sales$147.1 $120.4 $— $267.5 
Gross profit49.3 39.1 — $88.4 
Operating expenses:
Selling, general and administrative19.6 21.5 13.1 54.2 
Strategic reorganization and other (credits) charges— (0.7)1.5 0.8 
Total operating expenses19.6 20.8 14.6 55.0 
Operating income (loss)$29.7 $18.3 $(14.6)33.4 
Pension benefit other than service(0.8)
Interest expense, net6.1 
Income before income taxes28.1 
Income tax expense7.2 
Net income$20.9 
Consolidated Analysis
Net sales forin the three months ended March 31, 20212022 increased 3.8 percent$43.0 million or $9.816.1% to $310.5 million toas compared with $267.5 million from $257.7 million in the comparableprior period primarily as a result of higher pricing across most of our product lines and increased shipment
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volumes. In the prior year period. This increase was primarilyquarter, net sales benefited as a result of $6.0 million of additional Krausz sales recorded duringfrom the elimination of the one-month reporting lag.
Gross profit in the three months ended March 31, 2021 by eliminating the one-month reporting lag as well as higher pricing for our products and volume at Technologies.
Gross profit for the three months ended March 31, 20212022 increased $2.4$4.4 million to $88.4$92.8 million from $86.0 million in the prior year period. Gross profit increased primarily as a result of stronger manufacturing performance, increased pricing and the benefit from the elimination of the Krausz one-month reporting lag. Partially offsetting the increase in gross profit were higher manufacturing costs due to inflation, $2.4 million in Inventory write-downs as a result of the announced plant closures in Aurora, Illinois and Surrey, British Columbia, Canada and $1.2 million in higher Cost of sales as a result of the pandemic. Gross margin was 33.0% for the three months ended March 31, 2021 compared to 33.4% in the prior year period.
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Selling, general and administrative expenses (“SG&A”) for the three months ended March 31, 2021 increased $4.9 million to $54.2 million from $49.3$88.4 million in the prior year period, primarily as a result of an increase in personnel-related expenses,higher pricing across most of our product lines, and increased shipment volumes which were partially offset by decreased expenditures for travel, trade showshigher costs of sales associated with inflation, and eventsunfavorable manufacturing performance. Gross margin was 29.9% in the three months ended March 31, 2022 as compared with 33.0% in the prior year period.
Selling, general and administrative expenses (“SG&A”) in the three months ended March 31, 2022 increased to $58.0 million from $54.2 million in the prior year period primarily as a result of inflation, higher travel and trade show expenditures, investments in engineering and information technology, and the pandemic.inclusion of i2O. SG&A as a percentage of net sales was 18.7% and 20.3% for the three months ended March 31, 2022 and 19.1%March 31, 2021, respectively.

Strategic reorganization and other charges in the three months ended March 31, 20212022 were $0.6 million which primarily consisted of restructuring expenses including costs associated with the closures of our facilities in Aurora, Illinois, and 2020, respectively.
Surrey, British Columbia, Canada. Strategic reorganization and other charges for the three months ended March 31, 2021 were $0.8 million, which primarily consisted of termination benefits associated with the announced closures of our facilities in Aurora, Illinois and Surrey, British Columbia, Canada, as well as legal and professional service expenses, partially offset by a one-time settlement gain in connection with an indemnification from a previously owned property. Strategic reorganization and other charges for the three months ended March 31, 2020 of $0.9 million included charges associated with the closure and consolidation of our Hammond, Indiana facility.

Interest expense, net increased $0.1declined $1.6 million in the three months ended March 31, 20212022 as compared towith the prior year period primarily due to decreasing interest ratesas a result of the refinancing of our 5.5% Senior Unsecured Notes (“5.5% Senior Notes”) with the 4.0% Senior Notes on cash balances.May 28, 2021. The components of net interest expense net are provided below.
Three months ended
March 31,
20222021
 (in millions)
5.5% Senior Notes$— $6.2 
4.0% Senior Notes4.5 — 
Deferred financing costs amortization0.3 0.3 
ABL Agreement0.2 0.2 
Capitalized interest(0.6)(0.6)
Other interest cost0.2 0.1 
Total interest expense4.6 6.2 
Interest income(0.1)(0.1)
Interest expense, net$4.5 $6.1 
Three months ended
March 31,
20212020
 (in millions)
Notes$6.2 $6.2 
Deferred financing costs amortization0.3 0.3 
ABL Agreement0.2 0.1 
Capitalized interest(0.6)(0.5)
Other interest cost0.1 0.2 
6.2 6.3 
Interest income(0.1)(0.3)
Interest expense, net$6.1 $6.0 
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The reconciliation between the U.S. federal statutory income tax rate and the effective income tax rate is presented below.
 Three months ended
March 31,
20222021
U.S. federal statutory income tax rate21.0 %21.0 %
Adjustments to reconcile to the effective tax rate:
State income taxes, net of federal benefit3.6 4.2 
Excess tax benefits related to stock-based compensation— (0.3)
Tax credits(1.3)(1.1)
Global Intangible Low-taxed Income0.8 0.6 
Foreign income tax rate differential(1.4)(0.3)
Valuation allowances(0.3)(0.6)
Other0.7 2.1 
Effective income tax rate23.1 %25.6 %
 Three months ended
March 31,
20212020
U.S. federal statutory income tax rate21.0 %21.0 %
Adjustments to reconcile to the effective tax rate:
State income taxes, net of federal benefit4.2 4.5 
Excess tax (benefits) related to stock-based compensation(0.3)(0.5)
Tax credits(1.1)(1.5)
Global Intangible Low-taxed Income0.6 (0.2)
Foreign income tax rate differential(0.3)(0.5)
Valuation allowance(0.6)(0.6)
Other2.1 — 
Effective income tax rate25.6 %22.2 %

Segment Analysis
InfrastructureWater Flow Solutions
Net sales forin the three months ended March 31, 20212022 increased 2.9 percent25.0% to $246.9$183.9 million as compared to $239.9 million in the prior year period. This increase was primarily a result of $6.0 million of Krausz sales recorded during the three months ended March 31, 2021 by eliminating the one-month reporting lag as well as higher pricing for our Infrastructure products.
Gross profit for the three months ended March 31, 2021 increased to $86.3 million from $84.1with $147.1 million in the prior year period primarily due to improved manufacturing performance, increased pricing and the benefit from the elimination of the Krausz one-month reporting lag, which were partially offset by inflation on our Cost of sales, $2.4 million in Inventory write-downs as a result of increased shipment volumes and higher pricing across most of the announced plant closures of Aurora, Illinois and Surrey, British Columbia, Canada and $1.0 millionsegment’s product lines.
Gross profit in higher Cost of sales related to the pandemic. Gross margin was 35.0% for the three months ended March 31, 20212022 increased 15.6% to $57.0 million from $49.3 million in the prior year period primarily as a result of higher pricing and increased shipment volumes, partially offset by higher costs associated with inflation and unfavorable manufacturing performance. Gross margin was 35.1%31.0% in the three months ended March 31, 2022 and 33.5% in the prior year period.
21


SG&A forin the three months ended March 31, 20212022 increased to $34.4$21.6 million from $33.4$19.6 million in the prior year period. This increase wasperiod primarily theas a result of personnel-related expenses, which were partially offset by temporary expense reductions related to the pandemic, including reducedinvestments in engineering and information technology, increased travel and trade showsshow expenditures, and events.inflation. SG&A as a percentage of net sales was 13.9% for both11.7% and 13.3% in the three months ended March 31, 2022 and 2021, respectively.
Water Management Solutions
Net sales in the three months ended March 31, 2022 increased 5.1% to $126.6 million as compared with $120.4 million in the prior year period, primarily as a result of higher pricing and increased shipment volumes across most of the segment’s product lines as well as the acquisition of i2O Water. Net sales in the three months ended March 31, 2021 and 2020.benefited by $6.0 million as a result of the elimination of the one-month reporting lag for Krausz.
Technologies
Net sales forGross profit in the three months ended March 31, 2021 increased to $20.62022 was $35.8 million from $17.8 million in the prior year period, primarily due to higher shipment volumes of our metering and leak detection-related products.
Gross profit for the three months ended March 31, 2021 was $2.1 millionas compared to $1.9with $39.1 million in the prior year period. Gross margin percentage was 10.2% and 10.7%,declined to 28.3% in the three months ended March 31, 20212022 as compared with 32.5% in the prior year period primarily as a result of unfavorable manufacturing performance, and 2020, respectively.higher cost of sales associated with inflation, which were only partially offset by higher pricing and increased shipment volumes.
SG&A increased to $6.7$24.0 million from $6.5$21.5 million in the prior year period primarily due toas a result of investments in engineering and information technology, the inclusion of i2O Water, inflation, and increased personnel-related expenses.travel and trade show expenditures. SG&A as a percentage of net sales was 32.5%19.0% and 36.5% for17.9% in the three months ended March 31, 20212022 and 2020,2021, respectively.
Corporate
SG&A wasdecreased to $12.4 million in the three months ended March 31, 2022 as compared with $13.1 million and $9.4 million in the three months ended March 31, 2021 and 2020, respectively. This increase was primarily theas a result of decreased personnel-related expenses.

expenses and outside services.
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Six Months Ended March 31, 20212022 Compared to Six Months Ended March 31, 20202021
 Six months ended March 31, 2022
 Water Flow SolutionsWater Management SolutionsCorporate  Total    
 (in millions)
Net sales$338.8 $244.0 $— $582.8 
Gross profit109.1 71.3 — $180.4 
Operating expenses:
Selling, general and administrative42.4 48.0 23.9 114.3 
Strategic reorganization and other charges— 0.1 2.9 3.0 
Total operating expenses42.4 48.1 26.8 117.3 
Operating income (loss)$66.7 $23.2 $(26.8)63.1 
Non-operating expenses:
Pension benefit other than service(2.0)
Interest expense, net8.8 
Income before income taxes56.3 
Income tax expense13.3 
Net income$43.0 
 Six months ended March 31, 2021
 Water Flow SolutionsWater Management SolutionsCorporateTotal
 (in millions)
Net sales$275.9 $229.0 $— $504.9 
Gross profit91.2 75.6 — $166.8 
Operating expenses:
Selling, general and administrative38.3 41.0 24.1 103.4 
Strategic reorganization and other charges (credits)0.1 (0.7)2.8 2.2 
Total operating expenses38.4 40.3 26.9 105.6 
Operating income (loss)$52.8 $35.3 $(26.9)61.2 
Pension benefit other than service(1.6)
Interest expense, net12.2 
Income before income taxes50.6 
Income tax expense13.0 
Net income$37.6 
 Six months ended March 31, 2021
 InfrastructureTechnologiesCorporate  Total    
 (in millions)
Net sales$462.8 $42.1 $— $504.9 
Gross profit160.0 6.8 — $166.8 
Operating expenses:
Selling, general and administrative66.4 12.9 24.1 103.4 
Strategic reorganization and other (credits) charges(0.6)— 2.8 2.2 
         Total operating expenses65.8 12.9 26.9 105.6 
Operating income (loss)$94.2 $(6.1)$(26.9)61.2 
Other expenses (income):
Pension benefit other than service(1.6)
Interest expense, net12.2 
Income before income taxes50.6 
Income tax expense13.0 
Net income$37.6 
 Six months ended March 31, 2020
 InfrastructureTechnologiesCorporateTotal
 (in millions)
Net sales$432.2 $38.1 $— $470.3 
Gross profit152.1 6.5 — $158.6 
Operating expenses:
Selling, general and administrative65.9 12.9 20.4 99.2 
Strategic reorganization and other charges0.4 — 2.9 3.3 
         Total operating expenses66.3 12.9 23.3 102.5 
Operating income (loss)$85.8 $(6.4)$(23.3)56.1 
Other expenses (income):
Pension benefit other than service(1.5)
Interest expense, net13.4 
Walter Energy Accrual0.2 
Income before income taxes44.0 
Income tax expense9.9 
Net income$34.1 

Consolidated Analysis
Net sales forin the six months ended March 31, 2022 increased $77.9 million or 15.4% to $582.8 million as compared with $504.9 million in the prior period primarily as a result of increased shipment volumes and higher pricing across most of our product lines. Net sales in the six months ended March 31, 2021 increased 7.4 percent or $34.6benefited by $6.0 million to $504.9 million from $470.3 million primarily due to increased shipment volumes across most of our product lines, higher pricing andas a result of $6.0 million in Krausz sales recorded during the three months ended March 31, 2021 by eliminatingelimination of the one-month reporting lag.lag for Krausz.
Gross profit forin the six months ended March 31, 20212022 increased $8.2$13.6 million to $166.8$180.4 million from $158.6$166.8 million in the prior year period, primarily due toas a result of higher pricing and increased shipment volumes higher pricing and the benefit from the elimination of the Krausz one-month reporting lag. These increaseswhich were partially offset by inflation and lesser expenditureshigher costs of sales associated with the pandemic,inflation, unfavorable manufacturing performance including voluntary emergency paid leavelabor challenges, and other employee costs as well as additional sanitation and cleaning fees, and a $2.4 million inventory write-off associated with the announcement of our plant closures in Aurora, Illinois and Surrey, British Columbia, Canada.supply chain disruptions. Gross margin was 33.0% for31.0% in the six months ended March 31, 20212022 as compared to 33.7%with 33.0% in the prior year period.
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Selling, general and administrative expenses (“SG&A”) for&A in the six months ended March 31, 20212022 increased to $103.4$114.3 million from $99.2$103.4 million in the prior year period primarily due to increasesas a result of higher travel and trade show expenditures, inflation, investments in personnel-related expenses. The increase was partially offset by temporary expense reductions related toengineering and information technology and the pandemic, including reduced travel, trade shows and events.inclusion of i2O Water. SG&A as a percentage of net sales was 19.6% and 20.5% for the six months ended March 31, 2022 and 21.1%2021, respectively.

Strategic reorganization and other charges in the six months ended March 31, 20212022 were $3.0 million which primarily consisted of expenses associated with the Albertville tragedy, and 2020, respectively.
our ongoing restructuring activities. Strategic reorganization and other charges forin the six months ended March 31, 2021 were $2.2 million whichand primarily related to termination benefits associated with our announced plan closures in Aurora, Illinoisrestructuring activities, and Surrey, British Columbia, Canada, as well as, legal and professional service expenses, partially offset by a one-time settlement gain in connection with an indemnification fromof a previously owned property. Strategic reorganization and other charges for the six months ended March 31, 2020 were $3.3 million primarily related to previously announced facility closures and legal and professional service expenses.
Interest expense, net declined $1.2$3.4 million in the six months ended March 31, 20212022 as compared towith the prior year period primarily due toas a non-cash adjustment to capitalized interest inresult of the prior year.refinancing of our 5.5% Senior Notes with the 4.0% Senior Notes on May 28, 2021. The components of net interest expense are provided below.
Six months ended
March 31,
20212020
 (in millions)
Notes$12.4 $12.4 
Deferred financing costs amortization0.6 0.6 
ABL Agreement0.4 0.3 
Capitalized interest(1.1)0.7 
Other interest cost0.2 0.2 
   Interest expense12.5 14.2 
Interest income(0.3)(0.8)
Interest expense, net12.2 13.4 
Six months ended
March 31,
20222021
 (in millions)
5.5% Senior Notes$— $12.4 
4.0% Senior Notes9.0 — 
Deferred financing costs amortization0.5 0.6 
ABL Agreement0.4 0.4 
Capitalized interest(1.2)(1.1)
Other interest cost0.3 0.2 
Total interest expense9.0 12.5 
Interest income(0.2)(0.3)
Interest expense, net$8.8 $12.2 

The reconciliation between the U.S. federal statutory income tax rate and the effective income tax rate is presented below.
 Six months ended
March 31,
20212020
U.S. federal statutory income tax rate21.0 %21.0 %
Adjustments to reconcile to the effective tax rate:
State income taxes, net of federal benefit4.2 4.5 
Excess tax (benefits) related to stock-based compensation(0.2)(0.8)
Tax credits(1.1)(1.4)
Global Intangible Low-taxed Income0.6 — 
Foreign income tax rate differential(0.3)(0.6)
Valuation allowance(0.2)(0.6)
Other1.7 0.4 
Effective income tax rate25.7 %22.5 %
 Six months ended
March 31,
20222021
U.S. federal statutory income tax rate21.0 %21.0 %
Adjustments to reconcile to the effective tax rate:
State income taxes, net of federal benefit3.6 4.2 
Excess tax benefits related to stock-based compensation(0.2)(0.2)
Tax credits(1.3)(1.1)
Global Intangible Low-taxed Income0.8 0.6 
Foreign income tax rate differential(1.4)(0.3)
Valuation allowances0.2 (0.2)
Other0.9 1.7 
Effective income tax rate23.6 %25.7 %
Segment Analysis
InfrastructureWater Flow Solutions
Net sales forin the six months ended March 31, 20212022 increased 7.1 percent22.8% to $462.8$338.8 million as compared to $432.2with $275.9 million in the prior year period primarily due toas a result of increased shipment volumes and higher shipment volumespricing across most of ourthe segment’s product lines, higher pricing and the result of $6.0 million in Krausz sales recorded during the three months ended March 31, 2021 by eliminating the one-month reporting lag.lines.
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Gross profit forin the six months ended March 31, 20212022 increased $7.9 million19.6% to $160.0$109.1 million from $152.1$91.2 million in the prior year period primarily due toas a result of higher pricing and increased shipment volumes, higher pricing, improved manufacturing performance and the benefit from the elimination of the Krausz one-month reporting lag. These increases were partially offset by higher costs associated with inflation a $2.4 million Inventory write-off associated with the announcement of the closure of our Aurora, Illinois and Surrey, British Columbia, Canada facilities and $2.4 million in expenses related to the pandemic, including voluntary emergency paid leave and other employee costs as well as additional sanitation and cleaning fees.unfavorable manufacturing performance. Gross margin was 34.6% for32.2% in the six months ended March 31, 20212022 and was 35.2%33.1% in the prior year period.
SG&A forin the six months ended March 31, 20212022 increased to $66.4$42.4 million from $65.9$38.3 million in the prior year period. This increase wasperiod primarily due to increasesas a result of increased travel and trade show expenditures, inflation, and investments in personnel-related expenses, partially offset by temporary expense reductions of $2.9 million related to the pandemic, including reduced travel, trade showsengineering and events.information technology. SG&A as a percentage of net sales was 14.3%12.5% and 15.2% for13.9% in the six months ended March 31, 2022 and 2021, respectively.
Water Management Solutions
Net sales in the six months ended March 31, 2022 increased 6.6% to $244.0 million as compared with $229.0 million in the prior year period, primarily as a result of higher pricing across most of the segment’s product lines and increased shipment volumes. Net sales in the six months ended March 31, 2021 and 2020, respectively.benefited by $6.0 million as a result of the elimination of the one-month reporting lag for Krausz.
Technologies
Net sales forGross profit in the six months ended March 31, 2021 increased to $42.12022 was $71.3 million from $38.1 million in the prior year period, primarily due to higher shipment volumes of our metering and leak detection-related products.
Gross profit for the six months ended March 31, 2021 was $6.8 million and was $6.5as compared with $75.6 million in the prior year period. Gross margin percentage was 16.2% and 17.1%decreased to 29.2% in the six months ended March 31, 20212022 as compared with 33.0% in the prior year period primarily as a result of higher cost of sales associated with inflation and 2020, respectively.unfavorable manufacturing performance which were partially offset by higher pricing and increased shipment volumes.
SG&A was $12.9increased to $48.0 million from $41.0 million in both the current and prior year periods.period primarily as a result of investments in engineering, the inclusion of i2O Water, inflation, and increased travel and trade show expenditures. SG&A as a percentage of net sales was 30.6%19.7% and 33.9% for17.9% in the six months ended March 31, 20212022 and 2020,2021, respectively.
Corporate
SG&A wasdecreased to $23.9 million in the six months ended March 31, 2022 as compared with $24.1 million and $20.4 million in the six months ended March 31, 2021 and 2020, respectively. The increase was primarily as a result of higherlower personnel-related expenses.expenses partially offset by inflation.
Liquidity and Capital Resources
We had cash and cash equivalents on hand of $228.2$164.1 million at March 31, 20212022 and $154.4$160.1 million of additional borrowing capacity under our ABL Agreement based on March 31, 20212022 data. Undistributed earnings from our subsidiaries in Canada, China, and Israel are considered to be permanently invested outside the United States. At March 31, 2021,2022, cash and cash equivalents included $29.7$43.1 million, $8.5$11.3 million, and $7.2$4.6 million in Israel, Canada, and China, respectively.
We declared a quarterly dividend of $0.0550$0.058 per share on April 23, 2021,22, 2022, payable on or about May 20, 2021,2022 to holders of record as of May 10, 2022, which will result in an estimated $8.7$9.2 million cash outlay.
We did not repurchase any sharesrepurchased $20.0 million of our outstanding common stock during the three and six months ended March 31, 20212022 and had $145.0$115.0 million remaining underof our share repurchase authorization.
The ABL Agreement and 4.0% Senior Notes contain customary representations and warranties, covenants and provisions governing an event of default.  The covenants restrict our ability to engage in certain specified activities, including but not limited to the payment of dividends and the redemption of our common stock.
Cash flows from operating activities are categorized below.
Six months ended
March 31,
20212020
 (in millions)
Collections from customers$502.6 $462.1 
Disbursements, other than interest and income taxes(422.7)(424.8)
Walter Energy payment— (22.2)
Interest payments, net(12.5)(12.2)
Income tax payments, net(4.2)(5.9)
Cash provided by (used in) operating activities$63.2 $(3.0)
Collections from customers were higher during the six months ended March 31, 20212022 as compared towith the prior year period primarily due toas a result of net sales growth.
25


Decreased disbursements, other than interest and income taxes,growth between the periods. Inventory purchases increased during the six months ended March 31, 2022 as compared with the six months ended March 31, 2021 primarily reflect improvements in working capitalas a result of inflation, increased sales volume and supply change management. Additionally, we disbursed $22.0 million related toOther current liabilities and other noncurrent liabilities decreased as a result of employee incentive payouts, income tax payments, the final settlementrepayment of the WalterCARES Act employer payroll tax matter indeferral and the prior year period.payment of customer rebates.

Capital expenditures were $31.1$26.0 million in the six months ended March 31, 2021 and $37.32022 as compared with $31.1 million in the prior year period. TheseCapital expenditures weredecreased primarily as a result of lower expenditures associated with previously announced large capital projects.the new Decatur foundry as compared with the prior year period. For fiscal 2021,year 2022, we have provided guidance that our capital expenditures are expected to be between $80.0$70.0 million and $85.0$75.0 million.
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We anticipate that our existing cash, cash equivalents and borrowing capacity combined with our expected operating cash flows will be sufficient to meet our anticipated operating expenses, income tax payments, capital expenditures and debt service obligations as they become due through March 31, 2022.2023.
We believe that additional borrowings through various financing alternatives remain available if required. The future effects of the pandemic cannot be predicted with certainty and may increase our borrowing costs and other costs of capital or otherwise adversely affect our financial condition and liquidity, and we cannot guarantee that we will have access to external financing at times and on terms we consider acceptable, or at all, or that we will not experience other liquidity issues in the future.
ABL Agreement
At March 31, 2021,2022, the ABL Agreement consisted of a $175.0 million revolving credit facility thatwhich includes up to $25.0 million throughof swing line loans and may have up to $60.0 million of letters of credit. The ABL Agreement 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.
Borrowings under the ABL Agreement bear interest at a floating rate equal to LIBOR, plus an applicable margin ranging from 200 to 225 basis points, or a base rate, as defined in the ABL Agreement, plus an applicable margin ranging from 100 to 125 basis points. At March 31, 2021,2022, the applicable margin for LIBOR was 200 basis points and for base rate loans was LIBOR plus 200100 basis points.
The ABL Agreement is subject to mandatory prepayments if total outstanding borrowings under the ABL Agreement are greater than the aggregate commitments under the revolving credit facility or if we dispose of overdue accounts receivable in certain circumstances. The borrowing base under the ABL Agreement is equal to the sum of (a) 85% of the value of eligible accounts receivable and (b) the lesser of (i) 70% of the value of eligible inventories or (ii) 85% of the net orderly liquidation value of eligible inventories,inventory, less certain reserves. Prepayments maycan be made at any time with no penalty.
Substantially all of our U.S. subsidiaries are borrowers under the ABL Agreement and are jointly and severally liable for any outstanding borrowings. Our obligations under the ABL Agreement are secured by a first-priority perfected lien on all of our U.S. inventories, accounts receivable, certain cash and other supporting obligations.related items.
The ABL Agreement terminates on July 29, 2025 and includes a commitment fee for any unused borrowing capacity of 37.5 basis points per annum. Our obligations under the ABL Agreement are secured by a first-priority perfected lien on all of our U.S. receivables and inventories, certain cash and other supporting obligations. Borrowings are not subject to any financial maintenance covenants unless excess availability is less than the greater of $17.5 million andor 10% of the Loan Cap as defined in the ABL Agreement. Excess availability based on March 31, 20212022 data was $154.4$160.1 million, as reduced by $13.8$14.7 million of outstanding letters of credit and $1.6$0.2 million of accrued fees and expenses.
5.5%4.0% Senior Unsecured Notes
On June 12, 2018,May 28, 2021, we privately issued $450.0 million of 4.0% Senior Unsecured Notes (“4.0% Senior Notes”), which mature inon June 202615, 2029 and bear interest at 5.5%4.0%, payablepaid semi-annually in June and December. We capitalized $5.5 million of financing costs, which are being amortized over the term of the 4.0% Senior Notes using the effective interest method. Proceeds from the 4.0% Senior Notes, along with cash on June 15 and December 15.hand were used to redeem previously existing 5.5% Senior Notes. Substantially all of our U.S. subsidiaries guarantee the 4.0% Senior Notes, which are subordinate to borrowings under theour ABL Agreement. Based on quoted market prices the outstanding 4.0% Senior Notes had a fair value of $465.8$426.0 million at March 31, 2021 and September 30, 2020.2022.
An indenture securinggoverning 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, pay dividends and make investments.liens. There are no financial maintenance covenants associated with the Indenture. We believe we were in compliance with these covenants at March 31, 2021.2022.
WeAs set forth in the Indenture, we may redeem some or all of the 4.0% Senior Notes at any time or from time to time prior to June 15, 20212024 at certain “make-whole” redemption prices (as set forth in the Indenture) and on or after June 15, 20212024 at specified redemption prices (as set forth in the Indenture).prices. Additionally, we may redeem up to 40% of the aggregate principal amount of the 4.0% Senior Notes at any time or from time to time prior to June 15, 20212024 with the net proceeds of specified equity offerings at specified redemption prices (as set forth in the
26


Indenture).prices. Upon a change in control, (as defined in the Indenture), we willwould be required to offer to purchase the 4.0% Senior Notes at a price equal to 101% of the outstanding principal amount of the 4.0% Senior Notes.
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5.5% Senior Unsecured Notes
On June 12, 2018, we privately issued $450.0 million of 5.5% Senior Notes, which were set to mature in 2026 and bore interest at 5.5%, paid semi-annually. We called the 5.5% Senior Notes effective June 17, 2021 and settled with proceeds from the issuance of the 4.0% Senior Notes and cash on hand. As a result, we incurred $16.7 million in loss on extinguishment of debt, comprised of a $12.4 million call premium and a $4.3 million write-off of the remaining deferred debt issuance costs associated with the retirement of the 5.5% Senior Notes.
Our corporate credit rating and the credit rating for our debt are presented below. 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.
 Moody’s  Standard & Poor’s
March 31,September 30,March 31,September 30,
2022202120222021
Corporate credit ratingBa1Ba1BBBB
ABL AgreementNot ratedNot ratedNot ratedNot rated
4.0% Senior NotesBa1Ba1BBBB
OutlookStableStableStableStable
 Moody’s  Standard & Poor’s
March 31,September 30,March 31,September 30,
2021202020212020
Corporate credit ratingBa2Ba2BBBB
ABL AgreementNot ratedNot ratedNot ratedNot rated
NotesBa3Ba3BBBB
OutlookStableStableStableStable

Material Cash Requirements

We enter into a variety of contractual obligations as part of our normal operations in addition to capital expenditures. As of March 31, 2022, 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 $18.9 million in 2022 and $18.0 million annually thereafter through 2029, (ii) cash obligations of $35.7 million for operating leases through 2033 and $2.2 million for finance leases through 2026, and (iii) purchase obligations for raw materials and other parts of approximately $148.2 million which we expect to incur during the next 12 months. We expect to fund these cash requirements from cash on hand and cash generated from operations.

Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements, including any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as “structured finance” or “special purpose” entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, at March 31, 20212022 we did not have any undisclosed borrowings, debt, derivative contracts or synthetic leases. Therefore, we were not exposed to any financing, liquidity, market or credit risk that could have arisen had we engaged in such relationships.
We use letters of credit and surety bonds in the ordinary course of business to ensure the performance of contractual obligations. At March 31, 2021,2022, we had $13.8$14.7 million of letters of credit and $43.5$34.0 million of surety bonds outstanding.
Seasonality
Our business is seasonal as a result of the impact of cold weather conditions. Net sales and operating income historically have historically been lowest in the three month periods ending December 31 and March 31 when the northern United States and all of Canada generally face weather conditions that restrict significant construction activity.
Item 4.    CONTROLS AND PROCEDURES
During the three months ended March 31, 2021, we continued our multi-year implementation of upgrades to our enterprise resource planning (ERP) system and the implementation of a new information technology system for processing of payroll and employee-related transactions.
Aside from the above, there wereThere have been no changes in our internal control over financial reporting thatwhich have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
As a result ofreporting during the COVID-19 pandemic, many of our employees began working remotely inquarter ended March 2020 and continued to do so as of the date of this filing. This change to our working environment has not had a material effect on our internal control over financial reporting. We will continue monitoring and assessing any impacts from the pandemic on our internal controls.31, 2022.
We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure.
Our Chief Executive Officer and our Chief Financial Officer have concluded, based on an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as
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amended) by our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, that such disclosure controls and procedures were effective as of the end of the period covered by this report.
Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls can prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. There are inherent limitations in all control systems, including the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of one or more persons. The
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design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and, while our disclosure controls and procedures are designed to be effective under circumstances where they should reasonably be expected to operate effectively, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in any control system, misstatements due to error or fraud may occur and not be detected.
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PART II OTHER INFORMATION
Item 1.    LEGAL PROCEEDINGS
Refer to the information provided in Note 11.12. to the Notes to the Condensed Consolidated Financial Statements presented in Item 1. of Part I of this report.
Item 1A.     RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the factors discussed in PART I, “Item 1A. RISK FACTORS” in our Annual Report, each of which could materially affect our business, financial condition or operating results. These described risks are not the only risks facing us. Additional risks and uncertainties not known to us or that we deem to be immaterial also may materially adversely affect our business, financial condition or operating results.
Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
During the threesix months ended March 31, 2021, 6,0292022, 131,887 shares were surrendered to us to pay the tax withholding obligations of participants in connection with the lapsingvesting of restrictions on restricted stock units.

We did not repurchase anyrepurchased 1,408,274 shares of our common stock during the threesix months ended March 31, 2021, and we had $145.02022 for $20.0 million remaining under our share repurchase authorization, and we had $115.0 million remaining under this authorization.

PeriodTotal number of shares purchasedAverage price paid per shareTotal number of shares purchased as part of publicly announced plans or programsMaximum dollar value of shares that may yet be purchased under the plans or programs
(in millions)
October 1-31, 2021— $— — $135.0 
November 1-30, 2021618,216 $14.56 606,400 126.2 
December 1-31, 2021914,033 $13.89 801,874 115.0 
January 1-31, 2022329 $13.93 — 115.0 
February 1-28, 20227,583 $13.93 — 115.0 
March 1-31, 2022— $— — 115.0 
Total1,540,161 $14.16 1,408,274 

Item 6.     EXHIBITS
Exhibit No. Document
18.1*
31.1* 
31.2* 
32.1* 
32.2* 
101*
104*Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its iXBRL tags are embedded within the Inline XBRL document.
*     Filed or furnished as applicable with this quarterly report
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
MUELLER WATER PRODUCTS, INC.
Date:May 4, 20213, 2022By:/s/ Suzanne G. Smith
  Suzanne G. Smith
  Chief Accounting Officer

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