Welcome and thank you for standing by. (Operator instructions) At this time, I would like to introduce Martie Zackas. Thank you. You may begin.

Good morning everyone, and thank you for joining us today as we discuss Mueller Water Products results for the 2009 second quarter. We issued our press release reporting results of operations for the three months ended March 31st, 2009 yesterday afternoon and a copy of it is available on our website. Mueller Water Products had 115.6 million shares outstanding at March 31st, 2009. With us on the call this morning are Greg Hyland, our Chairman, President, and CEO, and Evan Hart, our CFO. In our press release and on this call we referenced certain non-GAAP financial measures, which are derived from GAAP financial measures. These non-GAAP measures are provided because they are used by the financial community. We believe these measures will assist in assessing the company’s underlying performance for the period being reported. There are limitations to these non-GAAP measures, and reconciliations between non-GAAP and GAAP financial measures are included in the supplemental information within our press release. This morning we will refer to adjusted income, loss from operations, adjusted net income loss, adjusted EPS, and adjusted EBITDA and EBITDA loss, all of which exclude the impairment and restructuring charges in fiscal 2009 and 2008. These numbers are provided in the press release. On today's call, we will make forward-looking statements in accordance with the Safe Harbor Provision of the Securities Litigation Reform Act of 1995. Remarks containing words such as expect, believe, anticipate, and project, constitute forward-looking statements. They are not guarantees, and such statements involve risks and uncertainties that could cause actual results to differ materially from these statements. Please see our Form 10-K for the fiscal year ended September 30, 2008 for a discussion of these risks. This morning’s call is being recorded and web cast live on the internet. The archived web cast along with the corresponding slides we are presenting this morning will be available in the Investor Relations section of our web site www.muellerwaterproducts.com for at least 90 days after the presentation. The slides related to this morning’s call are available to help illustrate the quarter’s results. In addition, we will be filing a copy of this morning’s call’s prepared remarks on form 8-K. After the prepared remarks, we will open the call to questions from our dial-in participants. I will now turn the call over to Greg.

Thank you, Marty, and good morning everyone. We appreciate you joining us this morning as we discuss our results for the second quarter of fiscal 2009. I’ll begin today with a brief overview of the quarter. Evan Hart will then follow up with a detailed financial report, after which I will update you on key drivers influencing our business and our outlook. We will then open up the call for your questions. Net sales for the 2009 second quarter were $322.2 million, down 23.6% year-over-year. Adjusted loss from operations in the second quarter was $5.1 million and adjusted net loss per share was $0.13. Adjusted operating margin in the second quarter was a negative 1.6% and adjusted EBITDA margin was 5.8% for the quarter. Excluded from these results are non-cash impairment charges of $570.9 million and restructuring charges of $42.2 million, which Evan will discuss in detail. Demand for our products continued to deteriorate in the second quarter from the first, which we had expected and which we discussed on our last quarter's call. Net sales for the second quarter were down 12.4% from the first quarter. Traditionally, the second quarter is the lowest quarter for end-market demand for our water infrastructure products due to seasonality. This year the situation was magnified by a continued deterioration in residential construction and little movement in the municipal markets. Additionally, we believe most of distributors completed their destocking programs in the second quarter and maintained those lower inventory levels throughout the quarter. We also saw an acceleration of declining demand from the non-residential construction end-market, which primarily affects our Anvil business. As a result, our consolidated shipment volumes were down $36.5 million and 9.9% from the first quarter fiscal year 2009 and $124.4 million or 29.5% year-over-year. During the quarter, we significantly cut back production in order to lower inventories. We continue to reduce costs as we implemented further headcount reductions, restructured certain manufacturing operations at U.S. Pipe North Birmingham manufacturing facility, and implemented other actions that we will discuss later in this call. Despite a substantial decline in volumes, we were able to generate positive cash flow in the second quarter. Additionally, we have further reduced our overall cost structure, which will continue to enhance our earnings power, when demand in our markets improve. I will now turn the call over to Evan Hart, who will discuss our financial results, including our debt and liquidity position. I will then come back and provide an outlook for the second half of fiscal 2009.

Thanks Greg. Good morning everyone. I will first review the consolidated results and then discuss segment performance. The results I will be discussing, exclude the impact of the second quarter 2009 non-cash impairment charge and restructuring charge, which I will discuss after presenting segment performance. Consolidated net sales of $322.2 million in the 2009 second quarter decreased $99.4 million year-over-year. Net sales decreased due to lower shipment volumes of $124.4 million across all business segments and $8 million in unfavorable Canadian currency exchange rates, which were partially offset by $33 million of price increases primarily implemented in fiscal 2008. Gross profit was $54.9 million in the 2009 second quarter, a decrease of $43.9 million compared to $98.8 million in the 2008 second quarter. Gross margin was 17% compared to 23.4% in the prior year period. Gross profit decreased primarily due to lower volume of $39.3 million, higher raw material costs of $10.5 million, and $34.4 million due to under-absorbed overheads from lower production. Gross profit was partially offset by higher sales pricing of $33 million and manufacturing cost savings of $8.8 million. Adjusted loss from operations for the quarter of $5.1 million decreased $34.6 million from the prior year period adjusted income from operations of $29.5 million. 2009 second quarter adjusted income from operations was negatively impacted by lower shipment volumes of $39.3 million, under-absorbed overhead of $34.4 million and higher raw material costs of $10.5 million. This was partially offset by higher sales pricing of $33 million, manufacturing cost savings of $8.8 million, and reduced selling, general, and administrative expenses of $9.3 million. Second quarter 2009 adjusted operating loss and adjusted EBITDA margins of negative 1.6% and positive 5.8% respectively compared with the 2008 second quarter adjusted income margin of 7% and adjusted EBITDA margin of 12.4% respectively. Selling,…

Thanks Evan. As we look at the second quarter, the biggest factor impacting our results was the continued falloff in market demand, which not only impacted our net sales but also caused us to lower our production levels even further. We also continued to take aggressive actions to reduce our manufacturing capacity and the overall costs in our businesses. With respect to market demand, looking at our water infrastructure business, shipments for our Mueller branded fire hydrants, valve and brass products dropped almost 50% year-over-year, and ductile iron pipe shipments dropped almost 40%. These drops in shipments where the result of the continued decline in residential construction and frozen municipal spending, however, we don't believe the year-over-year drop is entirely attributable to the drop-off in end-market demand due to two factors. First, last year distributors placed orders in advance of our February 1 price increase on valves and hydrants. We did not have a price increase this year. Second, we believe most of our distributors completed their destocking programs this quarter and they maintained those lower inventory levels. For our Anvil business, shipment volume dropped 22% as we saw the drop-off in spending on non-residential construction accelerate in the quarter. We did benefit in the quarter from higher pricing year-over-year in all business units. In the second quarter of fiscal 2009, the average sales price per ton of ductile iron pipe was 27% higher year-over-year. The prices for valves and hydrants continued to be about 10% to 12% higher year-over-year, and prices for Anvil products were on average about 9% higher year-over-year. For the quarter, all business units covered raw material cost increases with higher pricing on a year-over-year basis. During the quarter, we significantly adjusted our production schedules to help ensure that we would reduce inventories and generate positive…

Thank you. (Operator instructions) Our first question today is from Mike Schneider. You may ask your question and please state your company name. Mike Schneider – Robert W. Baird: Good morning all, it is Mike Schneider from Robert W. Baird.

Good morning Mike.

Hi, Mike. Mike Schneider – Robert W. Baird: I guess starting off with the obvious question about the debt covenants. Do you anticipate just getting a waiver for the third quarter or is the case where you want to amend the entire covenants structure in the agreement?

Yes. We are in discussions with our lead banks at this time and you know, it is our expectation that we will seek relief in the format of amendment. So that will be a process that we are going through and plan to have achieved, you know, by the end of June of this year. Mike Schneider – Robert W. Baird: Okay, and can you give us the sense of just the timing of this. Why would you wait until the fiscal third quarter to commence the process to do something that occurred during the second quarter that was materially worse than you expected because, Greg as you said we talked about these market conditions last quarter on the call. I am just curious what if anything changed or if this has been going on even since last quarter.

Yes Mike. I think that we look at four primary variables that we think have changed the last three months relative to the outlook that we had – the prior outlook. First of all, I think that we've seen non-residential construction market has worsened and the potential recovery has moved out. So certainly as everyone knows that this is the big driver for Anvil demand. So we think that the market for Anvil has deteriorated from where we thought it was three months ago. Secondly that three months ago, I think we were more optimistic about the timing of the up-tick in municipal spending primarily driven by the stimulus package and now we think with the confusion that there still remains a lot jammed, we know that there has been significant discussions within the EPA of trying to get better clarity on the Buy American clause, but I think that that money has not started flowing yet. So as we referenced a little earlier, now we think the earliest we will see any benefit from the stimulus package will be in our fourth quarter of our fiscal year, and then we think it runs the risk of getting into the season where construction becomes very difficult. So we think this – the last three or four months delay in getting stimulus money flowing not only is going to impact the timing in fiscal 2009 for us, but we think it runs the risk of being even delayed, pushed to the later half of 2010 just because we're going to get into that construction season, where very little can be done. Third thing that hit us is that we when we saw how this was playing out, we became very, very aggressive in cutting back our production as again and I…

Thank you. Our next question is from Kevin Maczka. You may ask your question and please state your company name. Kevin Maczka – BB&T Capital Markets: Good morning Kevin Maczka, BB&T Capital Markets.

Good morning Kevin. Kevin Maczka – BB&T Capital Markets: Good morning. Greg, I just want to make sure I understood your comment about the seasonal up-tick. Are you – so you're expecting a seasonal up-tick in Mueller and U.S. Pipe offset by further weakness in Anvil as commercial continues to slow. Is that right for a net positive? Am I thinking about that right?

Yes. Certainly, Kevin we at the time we will – we do expect to see a seasonal up-tick on Mueller and U.S. Pipe. If – even sequentially I think that we would probably still expect to see Anvil’s revenues up slightly, but I think that the – to obviously a much lesser extent than we would see at Mueller and U.S. Pipe. So from a revenue standpoint that we would expect revenue in all three business units to be up in Q3, but probably down Q3 versus Q2, but probably down somewhere around the same amount in total in the third – year-over-year in the third quarter as we were year-over-year in the second quarter. Kevin Maczka – BB&T Capital Markets: Okay, got it. And then Greg on your comments on price pressure increasing, your head of the commodity cost increases with price in all three segments this quarter. Now it sounds like pricing and, of course, the commodity costs are both coming down. So you know, with them both trending up before, both trending down now, do you expect to stay ahead of that in the back half of the year or will price sort of more than offset the decline in commodity cost.

Yes, certainly Kevin, our visibility in Q4 because given when we are at this point in the market, we don't have quite the same visibility as we might in Q3, but we still expect in Q3 on a year-over-year basis that our higher pricing will be more than the negative impact of raw material cost. Kevin Maczka – BB&T Capital Markets: Okay Greg, and then just finally Greg on the stimulus, Q4 it sounds like – is when you are expecting to see benefit and I know there is uncertainty, still lot of things are still unclear but is there anything you can quantify there at all in terms of what the bid activity looks like, the pipeline. What sort of, you know, the top line impact might be, maybe even just qualitatively.

Yes. Qualitatively, we did mention a little earlier the difference the first time in the last five quarters that we haven't had a decline in our public bid quotation. So we think that some of that is being driven by the stimulus package relative to, and we have started to see inquiries, questions about our US content in our product. So I think that that is the precursor to actually start seeing inquiries. So we're getting, I'd say the last two, three, four weeks we've been getting a number of inquiries to certify the US content in each of our products. So that I would say again I'm repeating myself is the precursor we think to the different water municipalities or water companies getting ready to issue the inquiries, but I could say right now we haven't seen too many of the actual inquiries, but we’ve seen activity that would lead us to believe they are getting ready to issue those. So again, I think that we'll see it in Q4, at the earliest in Q4, and I’ll put it qualitatively. We think it probably will be small rather than, you know, a big impact. I think we'll see a much bigger impact a little later. Kevin Maczka – BB&T Capital Markets: Okay. Thanks for the color.

Thank you.

Thank you. Our next question is from Christopher Glynn. You may ask your question and please state your company name. Christopher Glynn – Oppenheimer & Co.: Thanks. Christopher Glynn, Oppenheimer & Co. Good morning.

Good morning. Christopher Glynn – Oppenheimer & Co.: Just stretching a little bit on the first time in five quarters not declining public inquiries. I guess that's not actual quotations.

Yes. Yes, no sorry those are actual bids and that's from our US pipe business unit that we'll quote many more of those direct, and so we have a better handle. So to really put it in perspective, we did see a slight increase in the second quarter of this year over the first quarter of this year in the amount of tons we bid and probably equal to about the number of tons that we bid on the second quarter in 2008, but again in the last four quarters, we have been sequentially bidding on fewer, you know, fewer tons. So, Chris, I would say that the best way to think of it is directional with seeing the increase directionally, but I think that when one looks at it still in absolute tons what we were bidding in 2008 are quotations – we were bidding on higher more tons in 2008 than what we have been bidding on so far in 2009. Christopher Glynn – Oppenheimer & Co.: Okay, that’s helpful, and what kind of amendments might you address, maybe this is sensitive but could you, you know, maybe get a pass on some of the under-absorbed or something like that?

Well, it is sensitive right now, because we are in discussions and limited is with what we can say, but I’ll see what color Evan can provide.

So I would agree. We’ve, you know, entered into our discussions and really can’t comment as we are in this process, you know, starting our negotiations but you know, we'll be taking a look at, you know, every aspect as we look at our ratios under our 2007 credit agreement, and you know, determine what the terms will be going forward. So we'll be looking at you know, all aspects. Christopher Glynn – Oppenheimer & Co.: Okay, and I guess would higher interest rates be a likely outcome there?

You know, we can’t you know, can’t comment as we are in the process. So you can look to, you know, other amendments that have been out in the marketplace, but you know, at this time because we are you know, in the midst of those discussions. We cannot comment. Christopher Glynn – Oppenheimer & Co.: Understood, and then just if you said it, I missed it, but relative to the financial statement, EBITDA, would the adjustment to that used for calculating the compliance?

(inaudible). Christopher Glynn – Oppenheimer & Co.: The $5 million.

Yes, the difference traditionally on a – you know, we look at you know, covenant compliance on a trailing 12-month EBITDA basis and bank EBITDA is higher than our adjusted EBITDA that we publish by about $15 million on a trailing 12-month basis, and that is primarily related to stock compensation and a few other add backs that we have in the calculation. Christopher Glynn – Oppenheimer & Co.: Okay, great. And just lastly, some interesting variability in the pricing comments. I mean I think if the Mueller Co. segment is a little bit of a strong franchise competitively maybe than the Anvil, but you talked about defending share there and it sounded a little bit more (inaudible) about the pricing situation with Anvil. So I thought that was kind of curious.

Yes, it was – I think on the Anvil side – I think on the Mueller side, clearly that as a specified product you are right. We have a stronger position and end users at times will just demand a continued use, the products that they have in place, but I think that Chris what we were I think trying to convey is that in this environment that I think that it is reasonable for us to expect that we could see some more pricing you know, pricing pressure, more pricing pressure than we would typically expect to see, and while we are up year-over-year, and we would expect to have higher pricing throughout the year on a year-over-year basis for the Mueller business that we are seeing, I think a little more pressure. And we're also seeing some pressure on, you know, some pressure on Anvil too, but I think that the key there is that we would still expect on a year-over-year basis to have higher pricing in those businesses than we did last year. Christopher Glynn – Oppenheimer & Co.: Okay. And I'm sorry to have one more just on the free cash flow outlook, some of the pieces moving around there, deferred taxes were a big number in the quarter. Is that something that can come back favorable and kind of goose the free cash flow in the second half?

I will ask Evan to address that.

Right, the deferred taxes was related to our write-off of other intangible assets, and so you know that’s specifically related to that, you know that one item. Christopher Glynn – Oppenheimer & Co.: Okay, so there is nothing that kind of comes back there?

Correct. Nothing comes back. Christopher Glynn – Oppenheimer & Co.: Right. Okay, thanks very much.

Thank you. Our next question is from Michael Gaugler. You may ask your question and please state your company name. Michael Gaugler – Brean Murray Carret: Brean Murray Carret. Good morning everyone.

Good morning Michael. Michael Gaugler – Brean Murray Carret: I’d like to follow up a little bit on Mike's earlier line of questioning regarding the debt levels. You know, when Mueller came public, debt levels were in line with a certain level of sales and profits. Given the current sales and profitability and the difficulty that you're seeing in your end-markets, and that's obviously going to continue for at least a few more quarters, have you considered reducing debt via an equity offering to more closely align your current sales profit debt as it exists today.

You know, Mike, good question. I can say that the management team with the board that we look at all options. We talked to our advisers. I think that it is always safe to assume that we would not rule out all possibilities, but I think as we are looking at it today that we think the most, the right approach is to amend the 2007 credit agreement, but again I want to emphasize that it is a dynamic process, and we are always looking at all the different possibilities. Michael Gaugler – Brean Murray Carret: Okay, and just – so you know. I mean I asked a question because again you know, you became public with a lot of debt obviously, and your sales and your profits were much higher than they are today, and with the share price having run up recently to these levels, it is pretty much neutral. I just thought that perhaps that might set you up better in terms of bottom-line growth if you can get a little bit of that debt off the balance sheet.

Mike, I think again I think very good insight, good comment, and I think that we look at all options, and certainly that would always be a possibility. Michael Gaugler – Brean Murray Carret: All right. Thanks guys.

Thanks Mike.

Thank you. Our next question is from Brent Thielman. You may ask your question and please state your company name. Brent Thielman – D.A. Davidson: Hi. Excuse me. Brent Thielman with D.A. Davidson.

Hi Brent. Brent Thielman – D.A. Davidson: You know, really just one question left for me and I think really more particularly on the Anvil side, but you know have you guys seen any change in terms of import activity on some of the products that you guys produced there, just as given so that, you know, I guess decline in market demand. Just any sense there in the imports?

Yes, I think that – I think that in the last couple months we have seen the pricing of imported products dropping pretty, you know, in the 10% to 20% range. So both products that we compete with in the market as well as products that we source. So it is a – I think it is reasonable to expect that that we might see in this environment imported products gaining a little share, but again there are a number of projects especially in cities where the various construction unions have a very strong foothold that only domestic products will be installed. But yes, I think that the last – say the last three or four months we have seen imported products pricing decline where a year ago they were actually increasing. Brent Thielman – D.A. Davidson: Okay, thanks a lot guys.

Thanks.

Thank you. Our next question is from Seth Weber. You may ask your question and please state your company name. Seth Weber – Banc of America, Merrill Lynch: Hi. Good morning. It’s Banc of America, Merrill Lynch. Hi everybody.

Good morning Seth. Seth Weber – Banc of America, Merrill Lynch: Sorry if I missed this, there are lot of numbers flying around, but in general would you expect your cost saving initiatives and your pricing or recovery in raw materials to offset the under-absorption in the second half of the year. I don’t know if I’ve asked that clearly.

Yes, I think you did. That’s good question. We don’t believe that will be the case in the third quarter. The under-absorbed overhead as I referenced little earlier, we cut back production quite significantly in the second quarter. That will flow through in the third quarter. So again on a year-over-year basis that we expect to see positive pricing, we will still be a little negative on raw materials, but we expect overhead absorption to be on a year-over-year basis to be about the same in Q3 that we saw in Q2, which is around $35 million. And so pricing will not offset that absorption hit. Seth Weber – Banc of America, Merrill Lynch: Pricing plus your cost, do you have these cost-saving initiatives?

Other cost savings, we will see other cost savings combined that on a year-over-year basis that our pricing and other cost savings will come very close to offsetting overhead absorption, but I still think that we will have slightly higher overhead absorption. Seth Weber – Banc of America, Merrill Lynch: Okay, that is helpful, thank you. And then just the – should we expect additional charges in the third quarter, I think that Greg intimated there might be additional actions coming if – I don’t know, maybe it is just as necessary, but is there something that is planned currently?

Seth the only – potentially, nothing that we have planned, but we could have potentially additional severance expenses relative to as Evan pointed out, nothing else in the terms of impairment. Seth Weber – Banc of America, Merrill Lynch: Right, okay. Thank you very much.

Okay Seth.

Thank you. Our next question is from Ryan Connors. You may ask your question and please state your company name. Michael Roomberg – Boenning & Scattergood: Hi, good morning. This is actually Michael Roomberg. I'm actually sitting in for Ryan today from Boenning & Scattergood. I had one more question on the Anvil side, you guys have mentioned in your prepared remarks that the decline in municipal and residential spending seems to be leveling off. Is that also the case, and perhaps you may have touched on it previously with respect to non-residential spending, construction spending.

No, in fact we referenced that we probably we expect we saw about a 22% drop in Anvil shipments in the second quarter, the forecast that we are looking at is calling for a 20% drop on a calendar year basis for non-res. So we think that we will see probably drop off on a year-over-year basis in demand pretty comparable to that 20%, and again I think the other, the other forecast we are looking at are still calling for non-residential construction to drop, the spending in non-residential construction to drop in 2010. I think today that varies from anywhere from another 5% to 15% drop in 2010 based on the forecast we had looked at. Michael Roomberg – Boenning & Scattergood: Okay. All my other questions were answered. Thanks a lot.

Thank you.

Thank you. Our next question is from Matt Materioso [ph]. You may ask your question and please state your company name. Matt Materioso – Barclays Capital: Good morning. Barclays Capital. You have given some pretty good color on the earnings potentials, could you just maybe comment directionally on that 5.8% adjusted EBITDA margin in Q2, where would we see that going in Q3. It's that kind of flat versus –

Matt, we don't give guidance, but we did say in our prepared remarks that we expected operating income in the Q3 to be near break even. So that certainly would say that EBITDA margins will go up slightly in Q3. Matt Materioso – Barclays Capital: Okay great, and just given what we have seen with other companies that have come to or gone to their banks to get amendments, you know obviously, typically a higher interest rate would be included in that, and just curious if you have factored that into your free cash flow positive guidance. Is there anything that would significantly move the needle there or do you expect to generate plenty of cash flow to cover that?

Obviously, we can’t comment on our discussions there, but I think given our focus, our focus on reducing – still continue to reduce inventories and the other actions that we are taking, we are confident that we would in either case, in any case have positive free cash flow for the year. Matt Materioso – Barclays Capital: Great that is helpful. Thanks.

Thank you and our next question is from Brett Levy. You may ask your question and please state your company name. Brett Levy – Jefferies & Co.: Jefferies & Co., most of my questions have been answered as well. Can you guys talk a little bit about CapEx for the year and kind of what portion of it is going to be growth or is there any of that, what is maintenance and is there any kind of continuation projects in the CapEx number?

Yes, currently we gave the guidance where we say CapEx will be somewhere between $40 million and $45 million, and I would say for the most part that is that our maintenance level with perhaps a little bit of that spending is still for growth. But I would generally say that we always said on our previous calls, and it is our expectation that the $40 million to $45 million level is pretty much maintenance. Brett Levy – Jefferies & Co.: And then, you know, should things start to turn, do you guys have the ability now to buy back bonds in the open market, and would you contemplate it as part of your discussions, giving yourself the ability to do that going forward?

Again, we have the ability, I will turn to Evan here, we have the ability to buy back bonds but it is capped. Currently, we do have the ability to buy up to $75 million, and we always selectively look at that as we go forward as one potential strategy, but right now we are in the middle of a negotiation process. So we will have to factor that in as we go forward. Brett Levy – Jefferies & Co.: Sounds good. Thank you very much guys.

Thank you. Well, we see that we have no further questions. Again, we like to thank everyone for joining us today and again and remind you that we will be filing the script as an 8-K. Thanks very much.

Thank you. This concludes today's conference. Thank you for participating. You may disconnect at this time.