Form 10-K for the Fiscal Year Ended September 30, 2025
We note your disclosure on page 6 indicates that management uses backlog and orders as tools to monitor the performance of the business and provide management with a deeper level of insight into the progress of specific strategic and growth initiatives.Rest of the question
Please revise to include a qualitative and quantitative discussion of such metrics for each period presented to enhance a readers understanding of your business similar to slides 9 and 10 of your Fiscal Q4 2025 Earnings Conference Call investor presentation which addresses changes by segment and solution. Refer to SEC Release No. 33-10751. Segment Analysis, page 35
The Company acknowledges the Staff’s comment and hereby confirms to the Staff that it will include in future periodic reports a qualitative and quantitative discussion of orders and backlog similar in scope to the information included in the Company’s Q4 Fiscal Year 2025 earnings presentations. Read in the reply ↗
First report after the company's reply of 2026-03-18: 10-Q filed 2026-05-06 ↗, against the 10-Q filed 2026-02-04 ↗.
Item 2, MD&A: 58 paragraphs changed; the 3 closest in words to the question are below.
Backlog and orders are additional metrics that are meant to provide management with a deeper level of insight into the progress of specific strategic and growth initiatives. Orders provide management with a signal of customer demand for the Company's products and services, as well as an indication of future revenues and performance. The Company believes backlog is a useful measure for evaluating its operational performance and relationship to total orders. However, the timing and conversion of backlog and orders are subject to numerous uncertainties and risks and are not necessarily indicative of the amount of revenue to be earned in the upcoming fiscal year.
• Segment earnings before interest interest, taxes and taxes ("EBIT") amortization ("Segment EBITA") (non-GAAP) represents Segment EBITA, adding back EBIT, excluding the impact of amortization of intangible assets. Segment EBIT allows EBITA provides the CODM to review profitability, inclusive of with performance comparability across periods and more accurate benchmarking against peer companies that may not have similar historical acquisition activity, by holding constant the impact of significant acquisition activity, informing the CODM of how the business is integrating key strategic initiatives and generating synergies. acquisitions.
• Segment earnings before interest, taxes, interest and amortization (“EBITA”) taxes (“Segment EBIT”) represents segment income from continuing operations, before income taxes and noncontrolling interests, excluding corporate expenses, restructuring and impairment costs, AFFF related settlement costs and insurance recoveries, gains or losses on divestitures, and net mark-to-market gains and losses related to pension and postretirement plans and restricted asbestos investments, net finance charges, and amortization. investments. Segment EBITA EBIT is used as a tool to allow the CODM to evaluate the recurring profitability of the segments, including revenues and expenses that are within the operational control of the segments, and excluding the impact of certain non-cash and non-recurring items. Segment EBITA EBIT also provides the CODM with performance comparability across periods visibility into the integration of key strategic initiatives, such as acquisitions and for more accurate benchmarking against peer companies that may not have similar historical acquisition activity, by holding constant the impact of significant acquisitions. mergers.
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We note your disclosure of Segment EBITA appears to be an additional segment measure of profit. Please revise to identify this additional measure of segment profit or loss as non-GAAP and provide the disclosures required by Item 10(e)(1)(i) of Regulation S-K. Similar concerns apply to your disclosures in your earnings releases furnished on Form 8-K.
The Company acknowledges the Staff’s comment and hereby confirms that it will include in future periodic reports and disclosures revised disclosure and presentation of Segment EBIT and Segment EBITA that identifies Segment EBITA as non-GAAP and includes the disclosures required by Item 10(e)(1)(i) of Regulation S-K. The Company will also make corresponding revisions to its future earnings releases. Read in the reply ↗
First report after the company's reply of 2026-03-18: 10-Q filed 2026-05-06 ↗, against the 10-Q filed 2026-02-04 ↗.
The part of the filing the question names could not be found in both reports. Read them on sec.gov.
We note approximately 44% of your revenue was from foreign jurisdictions. Please tell us whether revenue from any individual foreign country is material and if so, how you considered the guidance in ASC 280-10-50-41(a).
The Company acknowledges the Staff’s comment and hereby advises the Staff that, other than the United States, no individual country contributed revenue that was material for the year ended September 30, 2025. In assessing materiality, the Company referenced the 10% tests provided in ASC 280-10-50-12.
We acknowledge that the Company is responsible for the accuracy of its disclosures, that the Commission is not foreclosed from taking action with respect to its filing and that the Company may not use the staff comments as a defense in any proceeding. Read in the reply ↗
First report after the company's reply of 2026-03-18: 10-Q filed 2026-05-06 ↗, against the 10-Q filed 2026-02-04 ↗.
Note 18, COMMITMENTS AND CONTINGENCIES: 19 paragraphs changed; the 3 closest in words to the question are below.
The Company maintains global operations. The Company has experienced, and could again experience, increased material cost inflation and component shortages, as well as disruptions and delays in its supply chain, as a result of global macroeconomic trends including the imposition of tariffs and other restrictive trade measures. The United States has announced tariffs and reciprocal tariffs on a wide range of products manufactured or produced worldwide, including Canada, China, the European Union, Japan, India and Mexico, among others. others.. Several countries have similarly announced reciprocal or other tariffs impacting products manufactured or produced in the United States. In addition, the United States and other nations have, and may in the future, pause, reimpose, decrease or increase tariffs. Although the Company has been largely able to mitigate the impact of tariffs that have been enacted to date, if additional tariffs and reciprocal tariffs are implemented (whether as currently proposed or otherwise), such actions could negatively impact the Company's revenue growth and margins in future periods through decreased sales and increased cost of goods sold. Further, In February 2026, certain tariffs imposed under the Company International Emergency Economic Powers Act (IEEPA), were invalidated by the U.S. Supreme Court. However, the United States has experienced, and could again experience, increased material cost inflation and component shortages, as well as disruptions and delays in its supply chain, as a result of global macroeconomic trends including the imposition of since imposed new tariffs and duties in their place. The Company is currently evaluating its options to mitigate the impact of prior IEEPA tariffs through participation in the IEEPA refund process. To date, the tariffs enacted by the United States and other restrictive trade measures, as well as geopolitical and economic tensions. The net effect of these events will continue to depend countries have not had a material impact on the Company’s ability to successfully mitigate and offset their impact. Company's financial performance for the periods presented.
approximately $ 131 million of insurance recoveries related to settlements with its insurance carriers in selling, general and administrative expenses in the consolidated statements of income. The Company is unable to predict the amount and timing of any future recoveries under its insurance policies with the remaining carriers. The insurance litigation involves numerous factual and legal issues. There are numerous factual and legal issues to be resolved in connection with these claims. The Company is presently unable to predict the outcome or ultimate financial exposure beyond the water systems AFFF settlement discussed above, if any, represented by these matters, and there can be no assurance that any such exposure will not be material.
It is not possible to estimate the Company’s ultimate level of liability at many remediation sites due to the large number of other parties that may be involved, the complexity of determining the relative liability among those parties, the financial viability of other potentially responsible parties and third-party indemnitors, the uncertainty as to the nature and scope of the investigations and remediation to be conducted, changes in environmental regulations, changes in permissible levels of specific compounds in soil, groundwater and drinking water sources, or changes in enforcement theories and policies, including efforts to recover natural resource damages, the uncertainty in the application of law and risk assessment, the various choices and costs associated with diverse technologies that may be used in corrective actions at the sites, and the often quite lengthy periods over which eventual remediation may occur. It is possible that technological, regulatory or enforcement developments, the results of additional environmental studies or other factors could change the Company's expectations with respect to future charges and cash outlays, and such changes could be material to the Company's future results of operations, financial condition or cash flows. Nevertheless, the Company does not currently believe that any claims, penalties or costs in addition to the amounts accrued will have a material adverse effect on the Company’s financial position, results of operations or cash flows.
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Also in this review: request for more time, 2026-03-02, closing letter, 2026-03-24
