8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): September 16, 2008

MUELLER WATER PRODUCTS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-32892	20-3547095
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

1200 Abernathy Road

Atlanta, Georgia 30328

(Address of Principal Executive Offices)

(770) 206-4200

(Registrant’s telephone number, including area code)

Not applicable.

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

Item 7.01. Regulation FD Disclosure

On September 16, 2008, Gregory E. Hyland, Chief Executive Officer, President and Chairman of Mueller Water Products, Inc., will present at Bank of America’s 38th Annual Investment Conference. Mr. Hyland’s presentation is attached to this Form 8-K as Exhibit 99.1.

The information provided pursuant to this Item 7.01 is “furnished” and shall not be deemed to be “filed” with the Securities and Exchange Commission or incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filings.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Presentation to Bank of America’s 38th Annual Investment Conference dated September 16, 2008

2

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 hereunto duly authorized.

Dated: September 16, 2008	MUELLER WATER PRODUCTS, INC.
	By:	/s/ Robert Barker
		Robert Barker
		Executive Vice President, General Counsel, and Corporate Secretary

3

EX-99.1

Bank of America

38

th

Annual Investment

Conference

September 16, 2008

Exhibit 99.1

2

Safe Harbor Statement

Except

for

historical

information

contained

herein,

the

statements

in

this

presentation

are

forward-looking

and

made

pursuant

to

the

safe

harbor

provisions

of

the

Private

Securities

Litigation

Reform

Act

of

1995.

Forward-looking

statements

involve

known

and

unknown

risks

and

uncertainties

that

may

cause

the

actual

results

of

Mueller

Water

Products,

Inc.

in

future

periods

to

differ

materially

from

forecasted

results.

Those

risks

include,

among

others,

changes

in

customer

orders

and

demand

for

our

products;

changes

in

raw

material

prices,

labor,

equipment

and

transportation

costs;

pricing

actions

by

the

Company

and

its

competitors;

changes

in

law;

the

ability

to

attract

and

retain

management

and

employees;

the

inability

to

successfully

execute

management

strategies

with

respect

to

cost

containment,

production

increases

or

decreases,

inventory

control,

the

integration

of

acquired

businesses,

and

the

commencement

of

operations

at

our

new

manufacturing

plant;

and

general

changes

in

economic

conditions,

residential

construction

or

municipal

spending.

Risks

associated

with

forward-looking

statements

are

more

fully

described

in

our

filings

with

the

Securities

and

Exchange

Commission.

Mueller

Water

Products

assumes

no

duty

to

update

its

forward-looking

statements

as

of

any

future

date.

Non-GAAP Financial Measures

Within

this

presentation,

the

Company

makes

reference

to

certain

non-GAAP

financial

measures,

which

are

derived

from

GAAP

financial

measures.

These

non-GAAP

measures

are

provided

because

they

are

used

as

a

standard

metric

by

the

financial

community.

We

believe

these

measures

will

assist

the

financial

community

in

assessing

the

Company’s

underlying

performance

for

the

periods

being

reported.

There

are

limitations

to

these

non-GAAP

measures,

and

reconciliations

between

GAAP

and

non-GAAP

financial

measures

are

included

in

the

supplemental

information

at

the

end

of

this

presentation.

SAFE HARBOR STATEMENT

3

Key Attributes of Mueller Water Products

•

Leading water infrastructure products provider

•

Strong brands highly recognized for quality

•

Low-cost manufacturing operations

•

Attractive and growing water infrastructure industry

4

Leading Water Infrastructure Products Provider

•

Large installed base of products in U.S.

•

Leading specifications position, including top

50 U.S. markets

(a) Before corporate expenses

LTM Net Sales: $1,837 MM

LTM Adjusted EBITDA: $262 MM

LTM Adjusted EBITDA Margin: 14.3%

5

Restrained Joint 

Pipe

Ductile Iron 

Pipe

   Joint Restraint            Joint Fitting

Broad and Profitable Product Portfolio

$728MM

$127MM

$50MM

$177MM

SEGMENT NET SALES

PRODUCT

PORTFOLIO

ADJUSTED OPERATING

INCOME

(a)

$530MM

$13MM

$23MM

$36MM

$579MM

$64MM

$21MM

$86MM

Iron Gate

Valves

Butterfly, Ball

and Plug

Valves

Fittings &

Couplings

Cast Iron

Fittings

Hangers &

Supports

Gas Products /

Tapping

Machines

Pipe Nipples

Hydrants

DEPRECIATION AND

AMORTIZATION

(b)

Est. 1857

Est. 1899

Est. 1999 (1850)

HISTORICAL ROOTS

Note: All statistics are actuals for LTM, ended June 30, 2008

(a)

Segment operating income excludes corporate expenses of $37 million. U.S. Pipe operating income excludes $17.9 million of closure costs related to the Burlington facility.

(b)

Segment  depreciation and amortization excludes corporate depreciation of $1 million.

EBITDA

(a) (b)

6

Primary End Markets

•

70% of FY2007 net sales was water infrastructure related

•

50% was repair and replacement (public sector)

•

50% was residential construction

•

30% of FY2007 net sales was commercial construction related

Source: Management Estimates

2007 Net Sales

7

Complete Water Transmission Solutions

8

Comprehensive Distribution Network

Installed base and specified products drive demand

9

Technical and Product Innovation

•

Manufacturing excellence

-

Commitment to being low-cost producer

•

Lost foam manufacturing process

-

Only manufacturer utilizing process for valves

and hydrants

-

Reduced production costs by 15%

•

Automating ductile iron pipe manufacturing

-

Cuts labor costs in half

-

Leverages existing melting capacity

-

First production Q4 FY2008

Lost foam casting

Ductile iron pipe

Source: Management Estimates

10

75% of revenue comes from products that are #1 or #2

The Water

Infrastructure Industry

12

An Aging Water Infrastructure Industry

•

Water leakage rates as high as 20%

•

Water systems serving 2 to 3 times more people than originally

intended

(1)

•

Water infrastructure graded a “D-”

by American Society of

Civil Engineers

•

Existing and future legislation could lead to increased

infrastructure investment

A National Issue with Local Ownership

Source:

(1)

American Water Works Association

13

An Aging Water Infrastructure

Source: The EPA Clean Water and Drinking Water Infrastructure Gap Analysis 2002

%

14

An Aging Water Infrastructure

Source: The EPA Clean Water and Drinking Water Infrastructure Gap Analysis 2002

15

An Aging Water Infrastructure

•

Aging water pipes need to

be rehabilitated or replaced

•

Valves and hydrants typically

replaced at same time as pipes

Source: EPA 2003 Drinking Water Needs Survey and Assessment

16

Water Infrastructure Market Opportunity

•

Growing repair and replace market

•

Public spending on water infrastructure expected to increase 17%

in 2008

(Oct. 2007 AWWA survey)

•

55% of Mueller Co.’s net sales in 2007

•

45% of U.S. Pipe’s net sales in 2007

•

Rate increases

•

Average annual rate increase between

1996 and 2006: 4.1%

(1)

•

29% of water systems charge less than cost

(2)

•

Spending

•

90% funded at local level

(3)

Source: (1) American Water Works Association 2006 Water and Wastewater Rate Survey

(2) Government Accountability Office 2004 report on water infrastructure

(3) EPA Clean Water and Drinking Water Infrastructure Gap Analysis 2002

(4) AWWA State of the Industry Report October 2007

Business Update

18

Management Actions

•

Completed synergy plan

-

At high end of range of $40 -

$50 million

•

Continue to reduce fixed and variable costs

-

Closed Burlington facility

-

Expected to generate $15 -

$17 million in annualized savings

-

Reduced headcount at Mueller Co. and U.S. Pipe by approx. 150 positions

•

Refinanced debt

-

Net debt decreased 12% over last 12 months

-

Debt well within maintenance debt covenants

•

Implemented inventory reduction plan

-

Generated free cash flow

•

Implemented price increases

-

With key product lines in a tough market

•

Constructing automated ductile iron pipe manufacturing (Bessemer, AL)

-

Cuts labor costs in half and leverages existing melting capacity

-

Accelerated start up –

first production Q4 2008

19

1

First Nine Months Fiscal 2008 adjusted to exclude $17.9 million,

$10.9 million net of tax ($0.10 per share), of restructuring charges related to the closure of Burlington manufacturing

operations. FY 3Q07 Earnings per share adjusted for $36.4 million loss on early extinguishment of debt ($21.0 million or $0.18 per share, net of tax). See slide 28 for reconciliation of GAAP

to non-GAAP performance measures

Consolidated Results

Q3 Net Sales Increased

•

$17.6 million higher pricing across all business segments, volume increases at U.S. Pipe and Anvil

and $5.7 million favorable Canadian currency exchange rates

Q3  Operating Income

•

Sales price increases of $17.6 million only offset higher costs of raw materials and purchased

components of $17.6 million resulting in lower margins

•

$11.5 million cost reductions were more than offset by $9.5 million negative impact of reduced

production and higher SG&A

$ in millions (except EPS)

2008

2007

2008

2007

Net sales

$528.5

$502.5

$1,362.4

$1,374.1

Income from operations

1

$53.6

$57.4

$62.1

$101.9

Operating income margin

1

10.1%

11.4%

4.6%

7.4%

EPS

1

$0.18

$0.17

$0.31

$0.47

EBITDA

1

$76.6

$83.2

$185.2

$234.6

EBITDA margin

1

14.5%

16.6%

13.6%

17.1%

First Nine Months Fiscal

Third Quarter Fiscal

20

Free Cash Flow (YTD through June 30)

$105.9

$111.0

1

Free Cash Flow

Capital

Expenditures

Cash flow from

Operations

1)

2007 excludes $48.1 million of cash costs related to debt refinancing activities during FY 3Q07

2)

YTD 2008 excludes $10.9 million, net of tax, costs related to the closure of Burlington facility

3)

YTD 2007 excludes $21.0 million, net of tax, loss on early extinguishment of debt

Free Cash Flow as % of Adj. Net Income

YTD 2008

128%

2

YTD 2007

82%

3

$45.1

$44.9

1

($66.1)

($60.8 )

$0.0

$20.0

$40.0

$60.0

$80.0

$100.0

$120.0

2008

2007

21

3.5X

3.7X

0.0

1.0

2.0

3.0

4.0

5.0

6.0

Leverage Ratio

Interest Coverage

5.25X

Maintenance Debt Covenants

2.5X

Covenant restriction

Maximum

Minimum

LTM as of June 30, 2008

22

Key Drivers

Residential Construction

Repair and Replace

Commercial Construction

Water Infrastructure Distributors

Raw Materials

Pricing

Housing starts down 30.6% Q3 2008 vs. Q3 2007

Public spending on water infrastructure expected to

continue to increase long term, although there is some

uncertainty in the near term

Commercial construction currently remaining stable

through FY 2008 but is expected to soften

Distributors ordered in advance of price increases. 

Expected to impact Q4 volumes

Ongoing impact of unprecedented increases in the cost of

raw materials (scrap iron, brass ingot, etc.)

Realizing benefits of some price increases, but they may

not cover higher raw material costs across all business

units in Q4.  August ductile iron pipe price increase

wasn’t realized.

23

Raw Material Purchase Price Volatility

U.S. Pipe

•

July 2008 -

$533 per ton up 8% from April. Up 134% from July 2007

Mueller Co.

•

July 2008 -

$699 per ton up 24% from April. Up 59% from July 2007

•

Brass ingot increased from $2.64 per pound in January 2008 to $3.10

per pound in July 2008, essentially flat from April

Scrap Iron Price Trends (U.S. Pipe)

(Price percentage change over prior year)

-40.0%

-20.0%

0.0%

20.0%

40.0%

60.0%

80.0%

100.0%

120.0%

140.0%

160.0%

July

September

24

Potential Uses of Cash

•

Reinvesting in the business

•

Paying dividends

•

Repaying debt

•

Repurchasing stock

•

Making strategic acquisitions

25

Strategy and Objectives

•

Maintain market leadership positions

•

Expand internationally

•

Continue to enhance operational excellence

•

Broaden breadth and depth of products and services

Capitalize on the large, attractive and growing

water infrastructure markets worldwide

26

Investment Highlights

•

Attractive long-term water industry dynamics

-

Driven by new and upgraded infrastructure

-

Limited number of suppliers to end markets

•

Strong competitive position

-

Leading brand positions with large installed base

-

Leading municipal specification positions

-

Comprehensive distribution network

-

Low-cost manufacturing operations

•

Growth opportunities

-

Organic growth

-

Strategic acquisitions (including international expansion)

•

Successful synergy implementation plan

Supplemental Data

28

Segment Results & Reconciliation of GAAP to Non-

GAAP Performance Measures

$ in Millions (except EPS)

Q1 '07

Q2 '07

Q3 '07

Q4 '07

FY 07

Q1 '08

Q2 '08

Q3 '08

LTM

Net sales:

Mueller Co.

162.1

195.9

203.1

195.0

756.1

161.6

168.9

203.0

728.5

U.S. Pipe

116.4

129.7

153.3

137.7

537.1

110.7

114.2

167.7

530.3

Anvil

133.4

134.1

146.1

142.2

555.8

140.0

138.5

157.8

578.5

411.9

459.7

502.5

474.9

1,849.0

412.3

421.6

528.5

1,837.3

Reported income (loss) from operations:

Mueller Co.

35.7

42.8

41.5

34.7

154.7

24.8

27.4

40.4

127.3

U.S. Pipe

7.2

6.8

8.9

10.4

33.3

(15.3)

(2.8)

2.9

(4.8)

Anvil

13.0

13.6

17.4

13.4

57.4

15.9

12.9

21.9

64.1

Corporate

(6.9)

(10.3)

(10.4)

(7.8)

(35.4)

(9.0)

(9.5)

(11.6)

(37.9)

49.0

52.9

57.4

50.7

210.0

16.4

28.0

53.6

148.7

Depreciation:

Mueller Co.

6.5

6.7

6.9

6.7

26.8

6.3

6.1

6.0

25.1

U.S. Pipe

5.5

5.9

6.1

5.8

23.3

5.7

5.1

5.2

21.8

Anvil

5.0

4.9

4.9

5.6

20.4

4.1

4.2

4.1

18.0

Corporate

0.3

0.2

0.5

0.8

1.8

0.1

0.2

0.1

1.2

17.3

17.7

18.4

18.9

72.3

16.2

15.6

15.4

66.1

Amortization of intangible assets:

Mueller Co.

6.2

6.3

6.3

6.2

25.0

6.3

6.2

6.3

25.0

U.S. Pipe

-

0.3

0.2

0.2

0.7

0.2

0.3

0.2

0.9

Anvil

0.9

0.8

0.9

0.8

3.4

0.9

0.8

0.9

3.4

7.1

7.4

7.4

7.2

29.1

7.4

7.3

7.4

29.3

Unusual adjustments:

Burlington Plant Closure Costs

-

-

-

-

-

16.2

1.5

0.2

17.9

-

-

-

-

-

16.2

1.5

0.2

17.9

Adjusted EBITDA:

Mueller Co.

48.4

55.8

54.7

47.6

206.5

37.4

39.7

52.7

177.4

U.S. Pipe

12.7

13.0

15.2

16.4

57.3

6.8

4.1

8.3

35.6

Anvil

18.9

19.3

23.2

19.8

81.2

20.9

17.9

26.9

85.5

Corporate

(6.6)

(10.1)

(9.9)

(7.0)

(33.6)

(8.9)

(9.3)

(11.5)

(36.7)

73.4

78.0

83.2

76.8

311.4

56.2

52.4

76.4

261.8

Capital expenditures:

Mueller Co.

6.7

5.7

4.3

5.0

21.7

4.4

4.4

5.0

18.8

U.S. Pipe

7.8

12.1

14.3

13.3

47.5

9.1

13.9

15.3

51.6

Anvil

5.1

3.7

3.4

2.8

15.0

3.3

2.2

3.0

11.3

Corporate

0.4

1.0

1.6

1.1

4.1

-

-

0.2

1.3

20.0

22.5

23.6

22.2

88.3

16.8

20.5

23.5

83.0

Reported income (loss) from operations:

49.0

52.9

57.4

50.7

210.0

16.4

28.0

53.6

148.7

Interest expense, net

20.4

21.1

23.3

22.0

86.8

19.2

18.1

17.5

76.8

Loss on early extinguishment of debt

-

-

36.4

0.1

36.5

-

-

-

0.1

Income tax expense (benefit)

11.6

13.9

(1.0)

14.0

38.5

(1.2)

4.2

15.8

32.8

Net income (loss)

17.0

17.9

(1.3)

14.6

48.2

(1.6)

5.7

20.3

39.0

Diluted earnings per share:

Net income (loss)

0.15

0.16

(0.01)

0.13

0.42

(0.01)

0.05

0.18

0.16

Net income (loss), adjusted for unusual items

0.15

0.16

0.17

0.13

0.60

0.07

0.06

0.18

0.43

29

(a)

Fiscal

year

end

as

of

September

30.

(b)

Financials

for

2002

and

2003

are

calendar

year

while

2004

–

2007

a

fiscal

year

ending

September

30th

.

(c)

Excludes

$6.5

million

of

litigation

settlement

expenses

in

2003.

(d)

Excludes

environmental-related

insurance

settlement

benefits

of

$1.9

million

and

$5.1

million

in

2004

and

2005,

respectively.

(e)

Excludes

U.S.

Pipe

Chattanooga

Closing

Costs

of

$49.9

million;

Mueller

Co.

Inventory

Step-Up

costs

of

$53.5

million

and

Anvil

Inventory

Step-up

costs

of

$17.3

million;

Incremental

amortization

expense

of

$23.6

million

for

Mueller

Co.

And

$1.8

million

for

Anvil

in

FY

2006

and

$24.0

million

for

Mueller

Co.,

$1.7

million

for

Anvil,

and

$0.7

million

for

U.S.

Pipe

in

FY

2007

$107

$114

$142

$168

$179

$20

($9)

$4

$24

$33

$34

$8

$14

$27

$45

$51

$59

$222

($50)

$0

$50

$100

$150

$200

$250

2002

2003

2004

2005

2006

2007

2002

2003

2004

2005

2006

2007

2002

2003

2004

2005

2006

2007

$509

$536

$618

$664

$804

$775

$492

$465

$551

$598

$595

$543

$393

$387

$431

$485

$535

$557

$0

$200

$400

$600

$800

$1,000

2002

2003

2004

2005

2006

2007

2002

2003

2004

2005

2006

2007

2002

2003

2004

2005

2006

2007

21.0%

21.2%

23.0%

25.3%

27.6%

23.0%

2.0%

3.5%

6.2%

9.3%

9.5%

10.6%

NET

SALES

OPERATING

INCOME

(e)

(b)

(a)

(a)

(d)

(d)

($ in millions)

(e)

(e)

(e)

(e)

(e)

Operating

Margin

(c)

4.1%

NM

0.7%

4.0%

5.5%

6.2%

Questions