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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM 10-K Annual Report Pursuant to Section 13 or 15(d)of the Securities Exchange Act of 1934For the Fiscal Year Ended September 30,2023or Transition Report Pursuant To Section 13 or 15(d)of the Securities Exchange Act of 1934For th
2、e Transition Period from _ to _Commission File No.0-09115_MATTHEWS INTERNATIONAL CORPORATION(Exact name of registrant as specified in its charter)Pennsylvania25-0644320(State or other jurisdiction ofincorporation or organization)(I.R.S.Employer Identification No.)Two Northshore Center,Pittsburgh,PA
3、15212-5851(Address of principal executive offices)(Zip Code)(412)442-8200(Registrants 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 registeredClass A Common Stock,$1.00 par valueMATWNasda
4、q Global Select MarketSecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Sectio
5、n 13 or Section 15(d)of the Act.Yes No 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 1934during the preceding 12 months(or for such shorter period that the registrant was required to file such report
6、s),and(2)has been subject to such filingrequirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant toRule 405 of Regulation S-T during the preceding 12 months(or for such
7、 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,a smaller reporting company,or anemerging growth company.See the definitions of large acceler
8、ated filer,accelerated filer,smaller reporting company,and emerging growthcompany in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has
9、elected not to use the extended transition period for complying with any newor revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effecti
10、veness of its internalcontrol over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm thatprepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the fi
11、nancial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation receivedby any of t
12、he registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The aggregate market value of the Class A Common Stock held by non-affiliates of the re
13、gistrant,based upon the closing sale price of the Class ACommon Stock on the Nasdaq Global Select Market on March 31,2023,the last business day of the registrants most recently completed second fiscalquarter,was approximately$1.10 billion.2025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar
14、/data/63296/000006329623000103/matw-20230930.htm1/112As of October 31,2023,shares of common stock outstanding were:Class A Common Stock 30,384,251 shares.Documents incorporated by reference:Specified portions of the Proxy Statement for the 2024 Annual Meeting of Shareholders are incorporated byrefer
15、ence into Part III of this Report.2025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm2/112PART ICAUTIONARY STATEMENTS REGARDING FORWARD LOOKING STATEMENTS AND NON-GAAP FINANCIALMEASURES:Any forward-looking statements contained in this Annual
16、Report on Form 10-K(including,but not limited to,those contained inItem 1,Business,Item 1A,Risk Factors and Item 7,Managements Discussion and Analysis of Financial Condition andResults of Operations)are included in this report pursuant to the safe harbor provisions of the Private Securities Litigati
17、onReform Act of 1995.These forward-looking statements include,but are not limited to,statements regarding the expectations,hopes,beliefs,intentions or strategies of Matthews International Corporation(“Matthews”or the“Company”)regarding the future,and may be identified by the use of words such as“exp
18、ects,”“believes,”“intends,”“projects,”“anticipates,”estimates,”“plans,”“seeks,”“forecasts,”“predicts,”“objective,”“potential,”“outlook,”“may,”“will,”“could”or the negative of these terms,othercomparable terminology and variations thereof.Such forward-looking statements involve known and unknown risk
19、s anduncertainties that may cause the actual results of Matthews in future periods to be materially different from managementsexpectations.Although the Company believes that the expectations reflected in such forward-looking statements are reasonable,noassurance can be given that such expectations w
20、ill prove correct.In addition to the risk factors previously disclosed and thosediscussed elsewhere in this Annual Report on Form 10-K,factors that could cause the Companys results to differ materially fromthe results discussed in such forward-looking statements principally include changes in domest
21、ic or international economicconditions,changes in foreign currency exchange rates,changes in interest rates,changes in the cost of materials used in themanufacture of the Companys products,any impairment of goodwill or intangible assets,environmental liability and limitations onthe Companys operatio
22、ns due to environmental laws and regulations,disruptions to certain services,such as telecommunications,network server maintenance,cloud computing or transaction processing services,provided to the Company by third-parties,changes in mortality and cremation rates,changes in product demand or pricing
23、 as a result of consolidation in the industries inwhich the Company operates or other factors such as supply chain disruptions,labor shortages or labor cost increases,changes inproduct demand or pricing as a result of domestic or international competitive pressures,ability to achieve cost-reductiono
24、bjectives,unknown risks in connection with the Companys acquisitions and divestitures,cybersecurity concerns and costs arisingwith management of cybersecurity threats,effectiveness of the Companys internal controls,compliance with domestic and foreignlaws and regulations,technological factors beyond
25、 the Companys control,impact of pandemics or similar outbreaks or otherdisruptions to our industries,customers or supply chains,the impact of global conflicts,such as the current war between Russia andUkraine,and other factors described in Item 1A,Risk Factors in this Form 10-K.In addition,although
26、the Company does nothave any customers that would be considered individually significant to consolidated sales,changes in the distribution of theCompanys products or the potential loss of one or more of the Companys larger customers are also considered risk factors.Matthews cautions that the foregoi
27、ng list of important factors is not all inclusive.Readers are also cautioned not to place unduereliance on any forward looking statements,which reflect managements analysis only as of the date of this report,even ifsubsequently made available by Matthews on its website or otherwise.Matthews does not
28、 undertake to update any forward lookingstatement,whether written or oral,that may be made from time to time by or on behalf of Matthews to reflect events orcircumstances occurring after the date of this report.Matthews posts important information on its investor relations website,available at Compa
29、nys shareholders are encouraged to review the contents of such website.Notwithstanding the foregoing,the contents of such website are not incorporated into this Annual Report on Form 10-K.Included in this report are measures of financial performance that are not defined by generally accepted account
30、ing principles in theUnited States(GAAP).These non-GAAP financial measures assist management in comparing the Companys performance on aconsistent basis for purposes of business decision-making by removing the impact of certain items that management believes donot directly reflect the Companys core o
31、perations.Refer to Non-GAAP Financial Measures in Item 7-ManagementsDiscussion and Analysis of Financial Condition and Results of Operations.ITEM 1.BUSINESS.Matthews,founded in 1850 and incorporated in Pennsylvania in 1902,is a global provider of memorialization products,industrialtechnologies and b
32、rand solutions.Memorialization products consist primarily of bronze and granite memorials and othermemorialization products,caskets,cremation-related products,and cremation and incineration equipment primarily for thecemetery and funeral home industries.Industrial Technologies includes the design,ma
33、nufacturing,service and distribution of high-tech custom energy storage solutions;product identification and warehouse automation technologies and solutions,including orderfulfillment systems for identifying,tracking,picking and conveying consumer and industrial products;and coating and convertingli
34、nes for the packaging,pharma,foil,dcor and tissue industries.SGK Brand Solutions consists of brand management,pre-mediaservices,printing plates and cylinders,imaging services,digital asset management,merchandising display systems,and marketingand design services primarily for the consumer goods and
35、retail industries.2025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm3/11222025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm4/112ITEM 1.BUSINESS,(continued)The Company manages its bu
36、siness under three reporting segments,Memorialization,Industrial Technologies,and SGK BrandSolutions.The following table sets forth reported sales for the Companys business segments for the past three fiscal years.Detailedfinancial information relating to business segments and to domestic and intern
37、ational operations is presented in Note 20,SegmentInformation in Item 8-Financial Statements and Supplemental Data.Years Ended September 30,202320222021Sales to external customers:(Dollar amounts in thousands)Memorialization$842,997$840,124$769,016 Industrial Technologies505,751 335,523 284,495 SGK
38、Brand Solutions532,148 586,756 617,519 Consolidated Sales$1,880,896$1,762,403$1,671,030 In fiscal 2023,approximately 65%of the Companys sales were made from North America,30%were made from Europe,3%weremade from Asia,and 2%were made from other regions.For further information on segments,see Note 20,
39、Segment Informationin Item 8-Financial Statements and Supplementary Data.Memorialization segment products are sold throughout the world,withthe segments principal operations located in North America,Europe,and Australia.The Industrial Technologies segment sellsequipment and consumables directly to i
40、ndustrial consumers and distributors in North America and internationally through theCompanys subsidiaries in Sweden,Germany and China,and other foreign distributors.Matthews owns a minority interest inIndustrial Technologies product distributors in Asia,Australia and Europe.Products and services of
41、 the SGK Brand Solutionssegment are sold throughout the world,with principal locations in North America,Europe and Asia.Memorialization:The Memorialization segment manufactures and markets a full line of memorialization products used primarily in cemeteries,funeral homes and crematories.The segments
42、 products,which are sold principally in North America,Europe and Australia,includecast bronze memorials,granite memorials,caskets,cremation-related products,cremation and incineration equipment and othermemorialization products.The segment also manufactures and markets architectural products that ar
43、e used to identify orcommemorate people,places,events and accomplishments.Memorial products include flush bronze and granite memorials,upright granite memorials and monuments,concrete burial vaults,cremation memorialization products,granite benches,flower vases,crypt plates and letters,cremation urn
44、s,niche units,cemeteryfeatures and statues,along with other related products and services.Flush memorials are bronze plaques or granite memorials thatcontain personal information about a deceased individual(such as name,birth date and death date),photos and emblems.Flushbronze and granite memorials
45、are even or flush with the ground and therefore are preferred by many cemeteries for easier lawnmowing and general maintenance.The segments memorial products also include community and family mausoleums within NorthAmerica.The segments other memorial products include bronze plaques,letters,emblems,v
46、ases,lights and photo ceramics thatcan be affixed to granite monuments,mausoleums,crypts and flush memorials.Principal customers for memorial products arecemeteries and memorial parks,which in turn sell the Companys products to the consumer.The Memorialization segment manufactures a full line of cre
47、mation-related products,including cremation urns in a variety of sizes,styles and shapes as well as standard and custom designed granite cremation pedestals and benches.Manufactured bronze andgranite niche units are comprised of numerous compartments used to display cremation urns in mausoleums and
48、churches.TheCompany also markets turnkey cremation gardens that include design and all related products for a cremation memorial garden.Customers of the Memorialization segment can purchase memorials and vases on a pre-need basis.This concept permits familiesto arrange for these purchases in advance
49、 of their actual need.Upon request,the Company will manufacture the memorial to thecustomers specifications(e.g.,name and birth date)and place it in storage for future delivery.Memorials in storage have been paidin full with title conveyed to each pre-need purchaser.The segment is a leading manufact
50、urer and distributor of caskets and other funeral home products in North America,producing andmarketing metal,wood and cremation caskets.Caskets are offered in a variety of colors,interior designs,handles and trim in orderto accommodate specific religious,ethnic or other personal preferences and can
51、 also be personalized.Other specialized funeralhome products such as urns,jewelry,interior panels,and stationery are also offered.32025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm5/1122025/1/17 14:46matw-20230930https:/www.sec.gov/Archives
52、/edgar/data/63296/000006329623000103/matw-20230930.htm6/112ITEM 1.BUSINESS,(continued)Metal caskets are made from various gauges of cold-rolled steel,stainless steel,copper and bronze.Metal caskets are generallycategorized by whether the casket is non-gasketed or gasketed,and by material(i.e.,bronze
53、,copper,or steel)and in the case ofsteel,by the gauge(thickness)of the metal.Wood caskets are primarily manufactured from nine different species of wood.Thespecies of wood used are poplar,pine,ash,oak,pecan,maple,cherry,walnut and mahogany.The Memorialization segment is aleading manufacturer of all-
54、wood constructed caskets,which are manufactured using pegged and dowelled construction,andinclude no metal parts.Cremation caskets are made primarily from wood or cardboard covered with cloth or veneer.These casketsappeal primarily to cremation consumers,environmentally concerned consumers and value
55、 buyers.The Memorialization segment produces casket components,which include stamped metal parts,metal locking mechanisms forgasketed metal caskets and adjustable beds.Metal casket parts are produced by stamping cold-rolled steel,stainless steel,copperand bronze sheets into casket component parts.Lo
56、cking mechanisms and adjustable beds are produced by stamping and assemblinga variety of steel parts.The segment purchases various species of uncured wood from sawmills and lumber distributors,which itdries and cures before being processed into casket components.The segment provides product and serv
57、ice assortment planning,as well as merchandising and display products to funeral servicebusinesses.The Memorialization segment develops and sells technology solutions that help funeral homes manage their businessesand serve families through these digital platforms.Solutions are delivered as software
58、 as a service and include funeral homemanagement systems and web-based arrangement and presentation systems.These products assist funeral service professionals inproviding information,value and satisfaction to their client families.The segment offers cremation systems,crematory management,and cremat
59、ion service and supplies to the pet and human sector,and standard and specialized incineration systems,including abated filtration systems to satisfy strict environmental requirements.The primary market areas for these products and services are North America and Europe,although the segment also sell
60、s into LatinAmerica and the Caribbean,Australia,Africa,the Middle East and Asia.Cremation systems include flame-based systems for cremation of humans and pets,as well as equipment for processing thecremated remains and other related equipment(ventilated workstations,loading systems,tables,cooler rac
61、ks,vacuums).Theprincipal markets for these products are funeral homes,cemeteries,crematories,pet crematories,animal disposers andveterinarians.These products primarily are marketed directly by segment personnel.Human crematory management/operationsrepresent the actual operation and management of cli
62、ent-owned crematories.Currently the segment provides these servicesprimarily to municipalities and private operators in Europe.Cremation service and supplies consist of operator training,preventative maintenance and on-demand service work performed on various makes and models of equipment.This work
63、can be assimple as replacing defective bulbs or as complex as complete reconstruction and upgrading or retrofitting on site.Supplies areconsumable items and replacement parts associated with normal crematory operations.Waste incineration systems encompass both batch load and continuous feed,static,s
64、tepped-hearth and rotary systems forincineration of many waste types,as well as equipment for in-loading waste,out-loading ash and energy recovery.The principalmarkets for these products are animal and medical waste disposal,oil and gas work camp wastes,industrial wastes and bio-massgenerators,as we
65、ll as destruction of low-volume,high-value waste types such as contraband and pharmaceutical products.Environmental and energy systems include emissions filtration units,waste heat recovery equipment,waste gas treatment products,as well as energy recovery.The segment also provides commissioning,trai
66、ning and user support for customers of incinerationsystems.The principal markets are municipalities or public/state agencies,the cremation industry and other industries that utilizeincinerators for waste reduction and energy production.Architectural products include cast bronze and aluminum plaques,
67、etchings and letters that are used to recognize,commemorateand identify people,places,events and accomplishments.The Companys plaques are frequently used to identify the name of abuilding,or the names of companies or individuals located within a building.Such products are also used to commemorate ev
68、entsor accomplishments,such as military service or financial donations.The principal markets for the segments architectural productsare corporations,fraternal organizations,contractors,churches,hospitals,schools and government agencies.These products aresold to and distributed through a network of i
69、ndependent dealers including sign suppliers,awards and recognition companies,andtrophy dealers.42025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm7/112ITEM 1.BUSINESS,(continued)Raw materials used by the Memorialization segment to manufactur
70、e memorials consist principally of bronze and aluminum ingot,granite,sheet metal,coating materials,photopolymers and construction materials and are generally available in adequate supply.Ingot is obtained from various North American,European and Australian smelters.The primary materials required for
71、 casketmanufacturing are cold-rolled steel and lumber.The segment also purchases copper,bronze,stainless steel,particleboard,corrugated materials,paper veneer,cloth,ornamental hardware and coating materials.Purchase orders or supply agreements aretypically negotiated with steel suppliers that have d
72、emonstrated timely delivery,high quality material and competitive prices.Lumber is purchased from a number of sawmills and lumber distributors.Raw materials used to manufacture cremation andincineration products consist principally of structural steel,sheet metal,electrical components,combustion dev
73、ices and refractorymaterials.These are generally available in adequate supply from numerous suppliers.Competition from other manufacturers of memorial products is based on reputation,product quality,delivery,price,and designavailability.The Company believes that its superior quality,broad product li
74、nes,innovative designs,delivery capability,customerresponsiveness,experienced personnel and consumer-oriented merchandising systems are competitive advantages in its markets.Competition in the mausoleum construction industry includes various construction companies throughout North America and isbase
75、d on design,quality and price.Competitors in the architectural market are numerous and include companies that manufacturecast and painted signs,plastic materials,sand-blasted wood and other fabricated products.The Memorialization segment markets its casket products in the United States through a com
76、bination of Company-owned andindependent casket distribution facilities.The segments casket products are primarily sold through Company-owned distributioncenters throughout the United States.The casket business is highly competitive and the Company competes with othermanufacturers based on product q
77、uality,price,service,design availability and breadth of product line.The Memorializationsegment provides a line of casket products that it believes is as comprehensive as any of its major competitors.There are a largenumber of casket industry participants operating in North America,and a few foreign
78、 casket manufacturers,primarily from China,participating in the North American market.The Company competes with several manufacturers in the cremation and accessory equipment market principally based on productdesign,quality and price.The Memorialization segment and its three largest global competit
79、ors account for a substantial portion ofthe United States and European cremation equipment market.The Memorialization segment works to provide a total solution to customers that own and operate businesses in both the cemeteryand funeral home markets.The Companys memorial and casket products serve th
80、e relatively stable casketed and in-ground burialdeath market,while its memorial products and cremation and incineration equipment also serve the growing cremation market.Industrial Technologies:The Industrial Technologies segment includes the design,manufacturing,service and distribution of high-te
81、ch custom energystorage solutions;product identification and warehouse automation technologies and solutions,including order fulfillment systemsfor identifying,tracking,picking and conveying consumer and industrial products;and coating and converting lines for thepackaging,pharma,foil,dcor and tissu
82、e industries.The energy storage solutions business produces engineered calendering,laminating,and coating equipment used in themanufacturing of lithium-ion batteries and components of fuel cells.The segment currently delivers products to several majorvehicle producers and is actively pursuing opport
83、unities with several other electric vehicle and tier-one battery manufacturers.Thesegment also offers service,spare parts,calender-and coating-roller refurbishing and retrofits of complete production lines.The coating and converting solutions business produces both complete production lines and indi
84、vidual units for drying,treating,coating,laminating and winding for the packaging,paper,labeling and foil industry as well as technical textiles and pharmaindustry but also for embossing,finishing,smoothing,perforating and calibrating web materials.The business supplies high-techmachines to large gl
85、obal customers and develops solutions collaboratively with them to make their processes more resource-efficient and their products more sustainable.Production capabilities are available in Germany,the Czech Republic and the United States,with design and assembly in Germany,Switzerland,Czech Republic
86、,Canada and the United States.The business is globally active with well-established customerrelations.52025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm8/112ITEM 1.BUSINESS,(continued)The energy storage solutions business has experienced si
87、gnificant growth primarily reflecting increasing demand for electricvehicles,as well as the expansion of renewable energy production globally.The segment has nearly a decade of experience indeveloping dry electrode battery solutions.Dry electrode technology makes producing lithium-ion batteries less
88、 expensive than thewet electrode process,and dry electrode manufacturing is also less impactful on the environment.These factors could contribute toincreased utilization of dry electrode batteries in the electric vehicle market,and thus greater demand for this form of battery in thefuture.Product id
89、entification systems range from stand-alone marking products to complex ink-jet printing systems that integrate into acustomers production process.The Company manufactures and markets products and systems that employ different markingtechnologies,including laser and ink-jet printing.These technologi
90、es apply product information required for identification andtraceability,as well as to facilitate inventory and quality control,regulatory compliance and brand name communication.Thesegment also develops innovative,custom solutions to address specific customer requirements in a variety of industries
91、,includingoil field services and security scanning.Warehouse automation systems complement the tracking and distribution of a customers products with automated order fulfillmenttechnologies,and controls for material handling systems.Material handling customers include some of the largest retail,e-co
92、mmerce,and third-party logistics companies in the United States.A significant portion of the revenue of the Industrial Technologies segment is attributable to the sale of consumables andreplacement parts required by the marking,coding and tracking products sold by Matthews.The Company develops inkse
93、xclusively for the use with its marking equipment,which is critical to ensure ongoing equipment reliability and mark quality.The principal customers for the Companys marking and fulfillment systems products are manufacturers,suppliers and distributorsof durable goods,building products,consumer goods
94、 manufacturers(including food and beverage processors)and producers ofpharmaceuticals.The Company also serves a wide variety of industrial markets,including metal fabricators,manufacturers ofwoven and non-woven fabrics,plastic,rubber and automotive products.A portion of this segments sales are outsi
95、de the United States,sourced through the Companys subsidiaries in Sweden,Germany,Malaysia and China in addition to other international distributors.The Company owns a minority interest in distributors in Asia,Australia and Europe.Major raw materials for this segments products include precision compo
96、nents,electronics,printing components,chemicals,steel,copper,and film all of which are presently available in adequate supply from various sources.Competitors in the marking and fulfillment systems industries are diverse,with some companies offering limited product lines forwell-defined specialty ma
97、rkets,while others operate similarly to the Company,offering a broad product line and competing inmultiple product markets and countries.Competitive differentiation for marking and fulfillment systems products is based onproduct performance,ease of integration into the manufacturing and/or distribut
98、ion process,service and price.The Companytypically competes with specialty companies in specific brand marking solutions and traceability applications.In the energy storagesolutions business,the Company has patents and pending patent applications on its dry electrode calendering equipment.TheCompany
99、 believes that,in general,its Industrial Technologies segment offers one of the broadest lines of products to address awide variety of high-tech custom energy storage solutions,product identification and warehouse automation applications.SGK Brand Solutions:The SGK Brand Solutions segment provides p
100、ackaging and brand experience solutions that simplify marketing,amplify brands anddeliver value.Matthews has more than 100 years in the packaging business,which is comprised of broad technical,engineering,and artistic expertise relating to the creation and production of graphics,their workflows and
101、best practices for the commercialpackaging and retail channels.This combination of knowledge,experience and skill helps the SGK Brand Solutions segmentdifferentiate itself from competitors.The SGK Brand Solutions segment helps companies to define,create,produce and transform their packaging and mark
102、eting supplychains and the brand assets that flow through them.By simplifying marketing,the segment helps deliver greater speed throughworkflow efficiency,enabling clients to get new product introductions and campaigns to market faster which can result in acompetitive advantage for the brand.By ampl
103、ifying brands,the segment helps brands create meaningful experiences online andoffline that enable them to stand out in the marketplace which can result in a stronger connection between consumers and thebrand.The SGK Brand Solutions segment also helps clients deliver improved marketing productivity
104、and profitability throughinnovative technology solutions.2025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm9/11262025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm10/112ITEM 1.BUSINE
105、SS,(continued)The packaging solutions part of its business integrates all packaging-related services from the beginning to the end of thepackaging development workflow process.Clients may purchase stand-alone services or a combination of services that aredesigned to fulfill larger,more strategic obj
106、ectives.These services include design and adaptive packaging design,production art,photography,retouching,the creation of e-commerce assets,premedia,print technical services,cylinder and flexo printing plateproduction,workflow efficiency consulting,change management and technology workflow solutions
107、.Historically a print mediabased business,the business leverages their 100+years of packaging expertise to create packaging assets required for the e-commerce channel.The business has evolved from creating and delivering graphic brand assets for a single medium(package onshelf)which required output
108、for printing,into one that is deeply entrenched in a brands journey across multiple mediums,requiring an almost infinite array of digital asset output across an ever-expanding multi-channel universe.The brand experience part of the business integrates all marketing-related services from the beginnin
109、g to the end of the marketingdevelopment workflow process.Clients may purchase stand-alone services or a combination of services that are designed to fulfilllarger,more strategic objectives.These services include all the services that help create brand experiences:consumer insights,brand strategy,br
110、and identity,content marketing strategy,marketing content creation,campaign strategy and development,onlineand in-store retail experiences and merchandising fabrication,creative process management and technology workflow solutions.Largely,an ideation and digital media-based business,the business lev
111、erages its branding expertise to drive the creation of digitalexperiences that“stick”with consumers.The SGK Brand Solutions segments principal clients are global,multinational and regional companies in highly regulatedindustries such as food and beverage,pharmaceutical and healthcare,beauty and cosm
112、etics,and alcohol and tobacco.The segmentalso serves clients in a diverse range of sectors that includes leaders in home improvement,personal care,technology andelectronics,snack food and confections,telecommunications,and apparel,as well as a diverse range of shopping formats thatinclude big-box st
113、ores,department stores,specialty stores,grocery stores,pharmacy chains and online retailers.These large,well-known companies represent a variety of brands across the marketplace covering both national and private label brands withnumerous packaging and marketing requirements.The segment is also a le
114、ading international supplier of pre-press,rotogravure andembossing tooling,with principal clients representing brand manufacturers,printers and converters.The segments products,services and solutions are purchased in part or whole by companies with operations in and/or across theNorth America,Europe
115、 and Asia regions.A large portion of these purchases result in annual or multi-year contracts;others areinitiative-based.The segment generates new business opportunities through referrals and relationships,marketing and leadgeneration and select industry partnerships.The Company has many long-standi
116、ng relationships among its client base that spandecades and has new relationships with well-known global technology companies that are driving change in how consumersengage with brands and use devices like smartphones to shop and buy online and in-store.Major raw materials for this segments products
117、 include photopolymers,steel,copper,film,wood,corrugated materials,structuralsteel,plastic,laminates,inks and graphic art supplies.All such materials are presently available in adequate supply from variousindustry sources.Competition is on the basis of product quality,timeliness of delivery and pric
118、e,and increasingly,the ability toprovide a holistic solution for brand content beyond its use for packaging,while at the same time elevating the role of packaging inthe marketing mix.The segments ability to offer consistent service on a global basis is a key differentiator.The segment competes in an
119、 industry that is constantly challenged by emerging technologies that impact packaging and marketing.These challenges can create new opportunities for the segment to create,produce and manage large volumes of brand content.Theyalso provide the segment with opportunities to advise its clients on how
120、to plan for,manage and execute the digital transformationof their packaging and marketing operations.Increasingly,with the growing awareness and commitment by its clients toenvironmental sustainability,the SGK Brand Solutions segment is providing solutions that enable its clients to advance their ow
121、nsustainability initiatives.PATENTS,TRADEMARKS AND LICENSES:The Company holds a number of trademarks and in excess of 100 domestic and foreign patents for its products and relatedtechnologies.In addition,the Company maintains numerous trade secrets that further comprise its portfolio of intellectual
122、 propertyassets.The Company continues to assess,refine and expand its intellectual property portfolio,considering options to pursueadditional patent filings and to further develop and continue to maintain processes to identify,inventory and safeguard evolvingtrade secrets and other intellectual prop
123、erty assets.The Company also enters into agreements with customers that authorizes the useof certain intellectual property through various licensing arrangements.72025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm11/112ITEM 1.BUSINESS,(conti
124、nued)HUMAN CAPITAL RESOURCES:Introduction:The Companys culture of Inspired Possibilities empowers global teams to think creatively to inspire change that favorably impactsoutcomes for the Companys customers,clients,and one another.Matthews human resource strategies align with the businessstrategies
125、to enable and optimize internal talent to achieve business and financial performance.At every stage of the employeelifecycle,the Companys people programs are rooted in a set of organizational competencies and capabilities,aligned with theCompanys core values,that collectively build talent,enhance em
126、ployee engagement,sustain retention,inspire innovation anddrive results.Workforce Composition:As of October 31,2023,the Company and its majority-owned subsidiaries employed approximately 12,000 people globally in 6continents and more than 300 locations and 30 countries around the world.Its diverse t
127、eam of talented employees possess a vastarray of skills including engineering,manufacturing,research and development,plant operations,production,logistics,creativedesign,photography and corporate functional services,including legal,information technology,human resources and finance.Many of Matthews
128、employees have highly specialized skills and subject-matter expertise in their respective disciplines,enablingthe Company to deliver industry leading products and services to its customers throughout the world.Diversity and Inclusion:Matthews views diversity and inclusion(“D&I”)as a priority to be v
129、alued and promoted throughout its business.The Companyunderstands and firmly believes in the value that diverse experiences,perspectives,and ideas bring to the workforce and offer toclients.Matthews knows its employees deserve equal opportunities regardless of race,national origin,gender,gender expr
130、ession,age,disability,religion,sexual orientation and more.Matthews has consistently advocated that mutual respect,valuing the worth ofall people,doing whats right and celebrating diversity is essential to how the Company operates and the way it does business.Matthews D&I strategy focuses on priorit
131、ies across seven key areas including:Talent Acquisition,Employee Engagement,Learning and Awareness,Supplier Diversity,Connection to Customers,Normalizing Courageous Conversations,and CommunityEngagement.A global council representative of a diverse workforce exists to help shape plans and program pri
132、orities,and sevenadditional councils across the organization support the program within local/regional markets to champion the work.A full timeD&I leader is actively focused on driving the overarching program and building progress across all seven focus areas.Matthews isa unique organization,diverse
133、 in culture,talent and geography.The Company stands committed to a culture reflecting the people,clients,customers,and communities it serves.Talent Acquisition and Total Rewards:To continue to grow and compete in a highly competitive labor market,Matthews works hard to attract and select top talentt
134、hrough a compelling employment value proposition.The Companys employment brand highlights its values including innovation,commitment to people culture,diversity,equity and inclusion,employee development,and wellbeing.The Companys selectionprocess includes key behavioral questions that help select th
135、e right people for the right roles which helps to ensure culturalalignment.Matthews understands the highly competitive market for talent and believes that to attract and retain top talent,it must offercompetitive pay and benefit programs.The Company evaluates roles to ensure pay is at market rate,an
136、d offers annual incentivepay and a competitive benefit package.As a global company,adjustments are made for global and regional market demands.82025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm12/112ITEM 1.BUSINESS,(continued)Talent Develop
137、ment/Management:From onboarding to leadership development,Matthews believes investing in its people leads to greater success.The Companysonboarding program reinforces its values and culture,supports its managers in creating a positive employee experience during thefirst 90 days and builds early comm
138、itment with all new hires.Matthews knows that when employees have opportunities to learn and grow,see how their goals and objectives lead to somethinggreater and understand their part in the organizations success,it helps build a place where people want to stay.Matthewscompetency-based learning cent
139、er helps employees select learning programs to continue their growth,and the Company facilitatesboth formal and informal mentoring that reinforces and supports its leaders during key developmental periods and beyond.The Companys future success depends upon tomorrows leaders.Matthews has implemented
140、a robust talent review process thatidentifies critical talent and serves as the basis for succession planning.Each year,at the conclusion of this review,the executiveteam selects a cohort of critical talent by level to participate in comprehensive leadership programs designed to prepare leaders fore
141、nterprise roles.The Company believes this investment,which includes classroom learning,external assessments,coaching/mentoring,and project application,both prepares and strengthens the organization for the future,while deepening thecommitment of its top talent.Performance Management:Connecting emplo
142、yees to the strategy ensures individual effort to a larger goal and strengthens commitment to the organization.The Company supports an annual leadership strategy cascade where each segment,division,group and team identify and aligngoals and objectives which serve as the basis for individual performa
143、nce objectives,keeping employees firmly connected to thework and the Companys collective success.This process is rooted in ongoing coaching and feedback,and measures not just whatwas accomplished,but how it was accomplished because Matthews believes staying true to its values and key behaviors serve
144、sclients better,strengthens culture and keeps employees engaged.Change Management:Matthews is a constantly evolving multi-national company,leveraging new ways of working to improve its quality,service anddelivery systems to better help customers and clients succeed.Building change capability to supp
145、ort employees through changesaccelerates new ways of working,minimizes productivity loss,and accelerates improvement measures.The Company has a trainedglobal change network embedded in the business to support transformational projects to help realize the goals and benefits oforganizational changes.H
146、ealth and Safety:Employee health and safety in the workplace remains the Companys highest priority and is one of the Companys core values.Safety efforts are led by the global health and safety team and supported by individuals at the local site level.Hazards in theworkplace are timely identified and
147、 management actively tracks incidents so remedial actions may be implemented to improveworkplace safety.BACKLOG:The Companys current backlog is expected to be substantially filled in fiscal 2024.Cremation and incineration equipment salesbacklogs vary in a range of four to six months of sales.Backlog
148、s vary in a range of approximately twelve to eighteen months ofsales for mausoleums.Backlogs are generally in excess of a year for purpose-built machinery projects.Backlogs for warehouseautomation and fulfillment systems generally vary in a range of up to four weeks for standard products,and are cur
149、rently in therange of ten to twelve months for custom systems.92025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm13/112ITEM 1.BUSINESS,(continued)REGULATORY MATTERS:The Companys operations are subject to various federal,state and local laws
150、and regulations requiring strict compliance,including,but not limited to,the protection of the environment.The Company has established numerous internal complianceprograms to further ensure lawful satisfaction of the applicable regulations.In addition,the Company is party to specificenvironmental ma
151、tters which include obligations to investigate and mitigate the effects on the environment of certain materials atoperating and non-operating sites.The Company is currently performing environmental assessments and remediation at certainsites,as applicable.AVAILABLE INFORMATION:The Companys principal
152、 executive offices are located at Two NorthShore Center,Pittsburgh,Pennsylvania 15212,its telephonenumber is(412)442-8200 and its website is .The Company files or furnishes all required reports with theSecurities and Exchange Commission(SEC)in accordance with the Exchange Act.The Companys Annual Rep
153、ort on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K,proxy statements and amendments to those reports areavailable free of charge on the Companys website as soon as reasonably practicable after being filed or furnished to the SEC.TheCompanys reports filed or furnished with the
154、 SEC,including exhibits attached to such reports,are also available on the SECswebsite at www.sec.gov.ITEM 1A.RISK FACTORS.There are inherent risks and uncertainties associated with the Companys businesses that could adversely affect its operatingperformance and financial condition.Set forth below a
155、re descriptions of those risks and uncertainties that the Company believes tobe material as of the date of this Annual Report on Form 10-K.Additional risks not known to the Company as of such date or risksthat the Company deemed immaterial may also result in adverse effects on the Company in the fut
156、ure.Company-Specific Risk Factors:Foreign Operations.The Company conducts business in more than 30 countries around the world,and in fiscal 2023approximately 37%of the Companys sales to external customers were to customers outside the United States.In addition,theCompanys manufacturing operations,su
157、ppliers and employees are located in many places around the world.As such,theCompanys future success depends in part on its ability to grow sales in non-U.S.markets.Sales and operations outside of theUnited States are subject to certain inherent risks.The Company anticipates that future sales to int
158、ernational customers willcontinue to account for a significant percentage of its revenues.Risks associated with the Companys international sales andoperations include,but are not limited to:currency exchange rate fluctuations;global political and economic instability and uncertainty;international te
159、rrorism;export controls,including by the United States;failure to comply with anti-bribery legislation,including the U.S.Foreign Corrupt Practices Act(the“FCPA”);changes in legal and regulatory requirements;policy changes by the United States and foreign governments affecting the markets for the Com
160、panys products;changes in tax laws,quotas,tariffs and other market barrier;difficulties in protection and enforcement of intellectual property rights;restrictions on the export or import of technology;failure to comply with the foreign data protection laws,including the European Unions General Data
161、ProtectionRegulation(the“GDPR”);inadvertent transfers of export-controlled information due to increased cross-border technology transfers and the use ofoffshore computer servers;transportation,including piracy in international waters;andchallenges relating to managing a global workforce with diverse
162、 cultures,backgrounds and labor laws.It also is possible that certain international contracts may include industrial cooperation agreements requiring specific in-countrypurchases,investments,manufacturing agreements or other financial obligations(known as offset obligations)and may provide forpenalt
163、ies if the Company fails to meet such requirements.2025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm14/112102025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm15/112ITEM 1A.RISK FACT
164、ORS,(continued)The impact of these risks is difficult to predict,but the occurrence of one or more of them could have a material adverse effect onthe Companys financial position,results of operations,or cash flows.Changes in Foreign Currency Exchange Rates.Production and sales of a significant porti
165、on of the Companys products areoutside the United States,and accordingly,the Company holds assets,incurs liabilities,earns revenue and pays expenses in avariety of currencies.The Companys consolidated financial statements are presented in U.S.dollars,and therefore,the Companymust translate the repor
166、ted values of its foreign assets,liabilities,revenue and expenses into U.S.dollars.Increases or decreases inthe value of the U.S.dollar compared to foreign currencies may negatively affect the value of these items in the Companysconsolidated financial statements,even though their value has not chang
167、ed in local currency.Changes in Interest Rates.Interest rate fluctuations could increase the Companys financing costs to the extent such interest ratesare not hedged.In addition,increases in interest rates could limit the Companys ability to obtain additional indebtedness or debtrefinancing on terms
168、 that the Company deems attractive,or at all,which could have a material and adverse effect on the Companysborrowing costs,profitability,liquidity and capital resources.Borrowings under the Companys credit facilities,including thedomestic credit facility,are subject to variable rates of interest and
169、 expose the Company to interest rate risk.The Company entersinto interest rate swaps in order to achieve a mix of fixed and variable rate debt that it deems appropriate.To the extent that some orall of the Companys variable interest rate debt is not subject to interest rate swaps,if interest rates w
170、ere to increase,the Companysinterest expense would increase,negatively affecting earnings and reducing cash flows available for working capital,capitalexpenditures and other investments.The Company also has$299.6 million 5.25%senior unsecured notes due December 1,2025(the“2025 Senior Notes”).In the
171、eventthe Company seeks to refinance indebtedness under the domestic credit facility or the 2025 Senior Notes,or obtain additionalfinancing,higher interest rates may limit the Companys ability to incur such indebtedness on terms that it deems attractive,if atall.If the Company is unable to incur inde
172、btedness on terms that it deems attractive,it could have a material and adverse effect onthe Companys borrowing costs,profitability,liquidity and capital resources.Increased Prices for Raw Materials.The Companys profitability is affected by the prices of the raw materials used in themanufacture of i
173、ts products.These prices may fluctuate based on a number of factors,including changes in supply and demand,domestic and global economic conditions,volatility in commodity markets,currency exchange rates,labor costs,tariffs and fuel-related costs.If suppliers increase the price of critical raw materi
174、als,alternative sources of supply,or alternative materials,may notexist or be readily available.In addition,disruptions in the global supply chain may cause prices for raw materials to increase.SeeDisruptions to the global supply chain.The Company has standard selling price structures(i.e.,list pric
175、es)in certain of its segments,which are reviewed for adjustmentgenerally on an annual basis.In addition,the Company has established pricing terms with several of its customers throughcontracts or similar arrangements.Based on competitive market conditions and to the extent that the Company has estab
176、lishedpricing terms with customers,the Companys ability to immediately increase the price of its products to offset the increased costsmay be limited.Significant raw material price increases that cannot be mitigated by selling price increases or productivityimprovements will negatively affect the Co
177、mpanys results of operations.Impairment of Goodwill and Intangible Assets.The Company has recorded a significant amount of goodwill and intangibleassets in its consolidated financial statements resulting from acquisition activities and has in the past recorded,and may in thefuture record,significant
178、 charges for impairment of goodwill and intangible assets.The Company tests,at least annually,thecarrying value of goodwill for impairment.The estimates and assumptions about future results of operations and cash flows madein connection with the impairment testing could differ from future actual res
179、ults of operations and cash flows.For example,duringthe fiscal year ended September 30,2022,Matthews recorded an$82.5 million goodwill write-down with respect to its SGK BrandSolutions reporting unit.See Note 22,Goodwill and Other Intangible Assets in Item 8-“Financial Statements andSupplementary Da
180、ta”for further details.If Matthews concludes that any further goodwill or intangible asset values are impaired,for reasons that may include,but are not limited to,underperformance in one or more reporting segments against forecast levels;changes in the Companys business strategy,structure,and/or the
181、 allocation of resources;the inability of acquisitions to achieveexpected operating results;a decline in the Companys stock price for a sustained period;a potential recession or other disruption;or interest rate increases or other factors,any resulting non-cash impairment charge could have a materia
182、l adverse effect onMatthews business,results of operations and financial condition.Changes in Mortality and Cremation Rates.Generally,life expectancy in the United States and other countries in which theCompanys Memorialization segment operates has increased steadily for several decades and is expec
183、ted to continue to do so in thefuture,absent events related to pandemics or similar outbreaks.The increase in life expectancy is also expected to impact thenumber of deaths in the future.Additionally,cremations have steadily grown as a percentage of total deaths in the United Statessince the 1960s,a
184、nd are expected to continue to increase in the future.The Company expects that these trends will2025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm16/112112025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/00000632962300
185、0103/matw-20230930.htm17/112ITEM 1A.RISK FACTORS,(continued)continue in the future and sales of the Companys Memorialization segment may benefit from the continued growth in the numberof cremations;however,such trends may adversely affect the volume of bronze and granite memorialization products and
186、 burialcaskets sold in the United States.Changes in Product Demand or Pricing.The Companys businesses have and will continue to operate in competitive markets.Changes in product demand or pricing are affected by domestic and foreign competition and an increase in consolidated purchasingby large cust
187、omers operating in both domestic and global markets.The Memorialization businesses generally operate in marketswith ample supply capacity and demand which is correlated to death rates.The SGK Brand Solutions businesses serve globalcustomers that are requiring their suppliers to be global in scope an
188、d price-competitive.Additionally,in recent years the Companyhas witnessed an increase in products manufactured offshore,primarily in China,and imported into the Companys U.S.markets.It is expected that these trends will continue and may affect the Companys future results of operations.Changes in the
189、 Distribution of the Companys Products or the Loss of a Large Customer.Although the Company does nothave any customer that is individually significant to consolidated sales,it does have contracts with several large customers in eachof its business segments.While these contracts provide important acc
190、ess to large purchasers of the Companys products,they canobligate the Company to sell products at contracted prices for extended periods of time,or,in the event of a dispute with a largecustomer,cause disruptions to the units sold to such customer,if any.Additionally,any significant divestiture of b
191、usinessproperties or operations by current customers could result in a loss of business if the Company is not able to maintain the businesswith the subsequent owners of the businesses.Disruptions to the global supply chain.The Company purchases components and materials to manufacture its products fr
192、om alarge number of suppliers,some of which may be critical to operations.The Companys product offerings are impacted by suchsuppliers lead times,volume constraints and increasing costs.The Company has experienced and may continue to experienceextended lead times and product unavailability due to ma
193、nufacturing disruptions or closures as well as delays and unanticipatedcosts associated with the sourcing of materials.Matthews supply chain operations span several geographies globally and areheavily dependent upon third party logistics and transportation services to deliver the Companys products t
194、o customers.Extendedlead times and shortages could impair the Companys ability to meet its customer requirements,require the Company to pay higherprices or incur expedite fees or cause its customers to delay or forgo projects,which would harm Matthews business andnegatively impact the Companys gross
195、 margin and results of operations.Pandemics or similar outbreaks.Pandemics or similar outbreaks could adversely affect the economies of developed andemerging markets,potentially resulting in an economic downturn that could affect customers demand for the Companys productsand services,as well as the
196、Companys ability to access capital at acceptable interest rates.The spread of pandemics or similaroutbreaks may also disrupt the Companys manufacturing and production operations,as well as its distribution systems,whichinclude import and export for delivery of the Companys products to its customers.
197、These factors could materially and adverselyaffect the Companys business,financial condition and results of operations.See also Disruptions to the global supply chain.Due to the uncertainty relating to a pandemic or similar outbreak,the Company,its customers or its suppliers may be required,orbeliev
198、e that it is advantageous,to take precautionary measures intended to minimize the risk of a virus or disease spreading toemployees,customers,and the communities in which they operate,and these measures could negatively impact the Companysbusiness.Further,if the scope and severity of an outbreak wors
199、ens and the Companys contingency plans prove ineffective,itsglobal operations could potentially experience disruptions,such as temporary closure of facilities or delays or suspensions inproduct offerings and services,which may materially and adversely affect the Companys business,financial condition
200、 and resultsof operations.Global conflicts may impact the business of the Company and the markets in which it operates.Global conflicts,such as thewar in Ukraine,could impact the Company and its operations in a number of different ways,which are yet to be fully assessed andare therefore uncertain.Th
201、e Companys principal concern is for the safety of its employees and other personnel,specifically thosewho are based in the affected region.The Company has employees who are based in Eastern Europe,including Russia andUkraine,who may be affected by the ongoing hostilities.The Company additionally has
202、 property,plant and equipment in or aroundthe affected region.The continuing impact of this war and the response of the United States and other countries to it by means oftrade and economic sanctions,or other actions,is still evolving and unknown;however it could disrupt the Companys ability towork
203、with certain parties.Similarly,the Company has employees based in the affected region and works with third-party providersfrom other parts of the world that may be affected by hostilities.Due to the uncertainty relating to war or similar conflicts,the current war between Russia and Ukraine may adver
204、sely affect theCompanys business,of which could materially and adversely affect the Companys results of operations.Such risks include,122025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm18/1122025/1/17 14:46matw-20230930https:/www.sec.gov/Ar
205、chives/edgar/data/63296/000006329623000103/matw-20230930.htm19/112ITEM 1A.RISK FACTORS,(continued)but are not limited to,adverse effects on macroeconomic conditions,including inflation and business and consumer spending;disruptions to the Companys global technology infrastructure,including through c
206、yberattack,ransom attack,or cyber-intrusion;adverse changes in international trade policies and relations;disruptions in global supply chains;exposure to foreign currencyfluctuations;and constraints,volatility,or disruption in the capital markets.Similar uncertainties may arise in connection with ot
207、herongoing hostilities or future hostilities.For so long as the hostilities continue,and perhaps even thereafter as the situation unfolds,the Company may see increasedvolatility in financial markets,which may impact equity markets generally,including the Companys stock price,and make it moredifficul
208、t for the Company to raise additional capital at a strategically advantageous time,or for financing to be available uponacceptable terms.All or any of these risks separately,or in combination could have a material adverse effect on the Companysbusiness,financial condition,results of operations,and c
209、ash flows.Risks in Connection with Acquisitions and Divestitures.The Company has grown,in part,through acquisitions and continues toevaluate acquisition or divestiture opportunities that have the potential to support and strengthen its businesses.There is noassurance,however,that future acquisition
210、opportunities will arise,or that if they do,that they will be consummated.In addition,acquisitions and divestitures involve inherent risks that the businesses acquired,or the remaining business,will not perform inaccordance with expectations,or that synergies expected from the integration of an acqu
211、isition will not be achieved as rapidly asexpected,or at all.The Companys pre-acquisition diligence review may not discover or accurately quantify certain undisclosedliabilities,and the Company may not be indemnified for such liabilities which could have an adverse effect on the acquiredbusiness.Fai
212、lure to effectively integrate acquired businesses could prevent the realization of expected rates of return on theacquisition investment,including the achievement of cost-reduction objectives,and could have a negative effect on the Companysresults of operations and financial condition.Protection of
213、Intellectual Property.Certain of the Companys businesses rely on various intellectual property rights,includingpatents,copyrights,trademarks and trade secrets,as well as confidentiality provisions and licensing arrangements,to establishproprietary rights.If the Company does not enforce,or is unsucce
214、ssful in enforcing,its intellectual property rights successfully,itscompetitive position may suffer,which could harm the Companys operating results.In addition,the Companys patents,copyrights,trademarks and other intellectual property rights,including its trade secrets,may not provide a significant
215、competitiveadvantage.The Company may need to spend significant resources monitoring its intellectual property rights and may or may not beable to detect infringement by third parties.The Companys competitive position may be harmed if it cannot detect infringementand enforce its intellectual property
216、 rights quickly or at all.In some circumstances,the Company may choose to not pursueenforcement because an infringer has a dominant intellectual property position or for other business reasons,such as the expense oflitigation against a well-resourced adversary.In addition,competitors might avoid inf
217、ringement by designing around theCompanys intellectual property rights or by developing non-infringing competing technologies.Intellectual property rights and theCompanys ability to enforce them may be unavailable or limited in some countries which could make it easier for competitors tocapture mark
218、et share and could result in lost revenues.Intellectual property infringement assertions by third parties could result in significant costs and adversely affect theCompanys business,financial condition,operating results and reputation.The Company cannot guarantee that the operationof its business do
219、es not infringe,misappropriate or otherwise violate the intellectual property rights of third parties,nor can theCompany assure that third parties will not assert claims,meritorious or otherwise.The Company cannot predict whether otherassertions of third-party intellectual property rights or claims
220、arising from such assertions would substantially adversely affect theCompanys business,financial condition and operating results.The defense of these claims and any future infringement claims,whether they are with or without merit or are determined in the Companys favor,may result in costly litigati
221、on and diversion oftechnical and management personnel.Further,an adverse outcome of a dispute may require the Company to pay damages,ceasemaking,licensing,or using products or offering services that are alleged to incorporate the intellectual property of others,expendadditional development resources
222、 to redesign the Companys offerings,or enter into potentially unfavorable royalty or licenseagreements in order to obtain the right to use necessary intellectual property,which may be unavailable on terms acceptable to theCompany,or at all.Even if these matters do not result in litigation or are res
223、olved in the Companys favor or without significantcash settlements,the time and resources necessary to resolve them could adversely affect the Companys business,reputation,financial condition and operating results.132025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/00000632962
224、3000103/matw-20230930.htm20/112ITEM 1A.RISK FACTORS,(continued)Environmental Remediation and Compliance.The Company is subject to the risk of environmental liability and limitations onits operations due to environmental laws and regulations.The Company is subject to extensive federal,state,local and
225、 foreignenvironmental,health and safety laws and regulations concerning matters such as air emissions,wastewater discharges,solid andhazardous waste handling and disposal and the investigation and remediation of contamination.The risks of potentially substantialcosts and liabilities related to compl
226、iance with these laws and regulations are an inherent part of the Companys business,andfuture conditions may develop,arise or be discovered that create substantial environmental compliance or remediation liabilitiesand costs.Compliance with environmental,health and safety legislation and regulatory
227、requirements may prove to be more limitingand costly than the Company anticipates,and there is no assurance that significant expenditures related to such compliance may notbe required in the future.From time to time,the Company may be subject to legal proceedings brought by private parties or govern
228、mental authorities withrespect to environmental matters,including matters involving alleged noncompliance with or liability under environmental,healthand safety laws,property damage or personal injury.New laws and regulations,including those which may relate to emissions ofgreenhouse gases,stricter
229、enforcement of existing laws and regulations,the discovery of previously unknown contamination or theimposition of new clean-up requirements could require the Company to incur costs or become the basis for new or increasedliabilities that could have a material adverse effect on the Companys business
230、,financial condition or results of operations.Reliance on Third-Party Service Providers.The Company has entered into agreements with a variety of third-party providers forinformation technology services,including telecommunications,network server maintenance,cloud computing and transactionprocessing
231、 services.In addition,Matthews has agreements through which it has outsourced certain activities related to theoperations of the Companys business segments.A providers ability to provide services could be disrupted for a variety of reasons,including,among others,software errors or design faults,huma
232、n error,security breaches,power loss,telecommunications failures,equipment failures,electrical disruptions,labor issues,vandalism,fire,flood,extreme weather,terrorism and other events beyondtheir control.If one or more of Matthews providers is unable to provide adequate or timely services,the Compan
233、ys ability todeliver products and services to customers could be adversely affected.Matthews cannot completely eliminate the risk of suchdisruptions,many of which are impacted by events outside of the Companys control.Any significant disruption could harm theCompanys business,including damage to bra
234、nds and loss of customers.Additionally,although Matthews believes that most ofthese services are available from numerous sources,a failure to perform by one or more of the providers could cause a materialdisruption in the Companys business and an increase in expense while it works to obtain alternat
235、ive services.Additionally,whilethe Company has policies and procedures for managing these relationships,they inherently involve a lesser degree of control overbusiness operations,governance and compliance,thereby potentially increasing the profiles of Matthews financial,legal,reputational and operat
236、ional risks.Technological Factors Beyond the Companys Control.The Company operates in certain markets in which technologicalproduct development contributes to its ability to compete effectively.There can be no assurance that the Company will be able todevelop new products,that new products can be ma
237、nufactured and marketed profitably,or that new products will successfully meetthe expectations of customers.Changes in Laws and Regulations Governing Data Privacy and Data Protection.The Company is subject to many dataprivacy,data protection,and data breach notification laws,including the GDPR,which
238、 became effective in May of 2018,and theCalifornia Consumer Privacy Act(the CCPA),which became effective in January 2020.The GDPR and the CCPA containcomprehensive data protection compliance requirements.Complying with the GDPR and the CCPA may continue to cause theCompany to incur substantial opera
239、tional costs or require the Company to change certain of its business practices in certainjurisdictions.The Companys measures to assess the requirements of,and to comply with,the GDPR and the CCPA,as well as newand existing data-related laws and regulations of other jurisdictions,could be challenged
240、,including by authorities that regulatedata-related compliance.The Companys ongoing compliance measures could result in the incurrence of significant expense infacilitating and responding to regulatory investigations,and if the measures initiated by the Company are deemed to be inadequate,the Compan
241、y could be subject to litigation or enforcement actions that may require operational changes,fines,penalties ordamages,which could have an adverse impact on the Companys business or results of operations.Changes in Tax Rules.Matthews is subject to domestic and international tax laws and cannot predi
242、ct the scope or effect of futuretax law changes.Domestically,the U.S.Department of Treasury has broad authority to issue regulations and interpretive guidance.The Company has applied available guidance to estimate its tax obligations,but new guidance may cause the Company to makeadjustments to its t
243、ax estimates in future periods.142025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm21/112ITEM 1A.RISK FACTORS,(continued)Compliance with Foreign Laws and Regulations.Due to the international scope of the Companys operations,Matthews issubjec
244、t to a complex system of commercial and trade regulations around the world,and the Companys foreign operations aregoverned by laws,rules and business practices that often differ from those of the United States.The Company cannot predict thenature,scope or effect of future regulatory requirements to
245、which the Companys operations might be subject or the manner inwhich existing laws might be administered or interpreted,which could have a material and negative impact on the Companysbusiness and results of operation.For example,recent years have seen an increase in the development and enforcement o
246、f laws andregulations regarding trade compliance,economic sanctions,anti-money laundering,and anti-corruption,such as the FCPA andsimilar laws in other countries.While Matthews maintains a variety of internal policies and controls and takes steps,includingperiodic training and internal audits,that t
247、he Company believes are reasonably calculated to discourage,prevent and detectviolations of such laws,the Company cannot guarantee that such actions will be effective or that individual employees will notengage in inappropriate behavior in contravention of the Companys policies and instructions.Such
248、 conduct,or even the allegationthereof,could result in costly investigations and the imposition of severe criminal or civil sanctions,could disrupt the Companysbusiness,and could materially and adversely affect the Companys reputation,business and results of operations or financialcondition.Further,
249、the Company is subject to laws and regulations worldwide affecting its operations outside the United States in areasincluding,but not limited to,intellectual property ownership and infringement,tax,customs,import and export requirements,economic sanctions,anti-money laundering,anti-corruption and an
250、ti-bribery,foreign exchange controls and cash repatriationrestrictions,foreign investment,data privacy requirements,anti-competition,pensions and social insurance,employment,andenvironment,health,and safety.Compliance with these laws and regulations may be onerous and expensive and requirements mayd
251、iffer among jurisdictions.Further,the promulgation of new laws,changes in existing laws and abrogation of local regulations bynational laws may have a negative impact on the Companys business and prospects.In addition,certain laws and regulations arerelatively new and their interpretation and enforc
252、ement involve significant uncertainties.There can be no assurance that any ofthese factors will not have a material adverse effect on the Companys business,results of operations or financial condition.General Risk Factors:Changes in Economic Conditions.Generally,changes in domestic and international
253、 economic conditions affect the industries inwhich the Company and its customers and suppliers operate.These changes include changes in the rate of consumption or use ofthe Companys products due to economic downturns,volatility in currency exchange rates,and changes in raw material pricesresulting f
254、rom supply and/or demand conditions.Uncertainty about current global economic conditions poses a risk,as consumers and businesses may continue to postpone orcancel spending.Other factors that could influence customer spending include energy costs,conditions in the credit markets,consumer confidence,
255、global pandemics,and other factors affecting consumer spending behavior.These and other economicfactors could have an effect on demand for the Companys products and services and negatively impact the Companys financialcondition and results of operations.Labor shortages,turnover and labor cost increa
256、ses.Labor is a significant component of the Companys operations.Severalfactors may adversely affect the labor force available to Matthews or increase labor costs(i.e.,labor rates and overtime levels),including high employment levels,unemployment subsidies,increased wages offered by other employers,v
257、accine mandates andother government regulations and the Companys responses thereto.An overall labor shortage,lack of skilled labor,increasedturnover,or labor inflation,caused by pandemics or as a result of general macroeconomic factors,could have a material adverseimpact on the Companys business and
258、 operating results.Cybersecurity and Data Breaches.In the course of business,the Company collects and stores sensitive data and proprietarybusiness information.The Company could be subject to service outages or breaches of security systems which may result indisruption,unauthorized access,misappropr
259、iation,or corruption of this information.Security breaches of the Companys networkor data including physical or electronic break-ins,vendor service outages,computer viruses,attacks by hackers or similar breachescan create system disruptions,shutdowns,or unauthorized disclosure of confidential inform
260、ation.Although the Company is notaware of any significant incidents to date,if it is unable to prevent,detect and timely remediate such security or privacy breaches,its operations could be disrupted or the Company may suffer legal claims,loss of reputation,financial loss,property damage,orregulatory
261、 penalties because of lost or misappropriated information.The Company expects that compliance with laws governing data privacy and data protection will require ongoing investment insystems,policies and personnel and will continue to impact Matthews business in the future by increasing legal,operatio
262、nal andcompliance costs.There can be no assurance that the Companys efforts will meet the evolving standards imposed by governmentaland regulatory agencies,including data protection authorities,with respect to standards that may be adopted in2025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/ed
263、gar/data/63296/000006329623000103/matw-20230930.htm22/112152025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm23/112ITEM 1A.RISK FACTORS,(continued)the future.If the Company is found or suspected to have violated data privacy or data protecti
264、on laws,it may be subject to potentialprivate consumer,business partner or securities litigation,regulatory inquiries,governmental investigations and proceedings,andmay incur damage to its reputation.Any such developments may subject Matthews to material fines and other monetary penaltiesand damages
265、,divert managements time and attention,and lead to enhanced regulatory oversight,all of which could have amaterial adverse effect on the Companys business and results of operations.Effectiveness of Internal Controls.Section 404 of the Sarbanes-Oxley Act of 2002 requires a comprehensive evaluation of
266、 theCompanys internal control over financial reporting.To comply with this statute,the Company is required to document and test itsinternal control over financial reporting,management is required to assess and issue a report concerning internal control overfinancial reporting,and the Companys indepe
267、ndent registered public accounting firm is required to attest to and report on theCompanys assessment of the effectiveness of internal control over financial reporting.Any failure to maintain or implementrequired new or improved controls could cause the Company to fail to meet its periodic reporting
268、 obligations or result in materialmisstatements in the consolidated financial statements,and substantial costs and resources may be required to rectify these or otherinternal control deficiencies.If the Company cannot produce reliable financial reports,investors could lose confidence in theCompanys
269、reported financial information,the market price of the Companys common stock could decline significantly,and itsbusiness,financial condition,and reputation could be harmed.Compliance with Securities Laws and Regulations;Conflict Minerals Reporting.The Company is required to comply withvarious securi
270、ties laws and regulations,including but not limited to the Sarbanes-Oxley Act of 2002 and the Dodd-Frank WallStreet Reform and Consumer Protection Act(Dodd-Frank).Dodd-Frank contains provisions,among others,designed to improvetransparency and accountability concerning the supply chains of certain mi
271、nerals originating from the Democratic Republic ofCongo and adjoining countries that are believed to be benefiting armed groups(Conflict Minerals).While Dodd-Frank does notprohibit companies from using Conflict Minerals,the SEC mandates due diligence,disclosure and reporting requirements forcompanie
272、s for which Conflict Minerals are necessary to the functionality or production of a product.The Companys efforts tocomply with Dodd-Frank and other evolving laws,regulations and standards could result in increased costs and expenses related tocompliance and potential violations.ITEM 1B.UNRESOLVED ST
273、AFF COMMENTS.Not applicable.162025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm24/112ITEM 2.PROPERTIES.The Companys facilities provide adequate space for meeting its near-term production requirements.Significant principal propertiesof the C
274、ompany and its majority-owned subsidiaries as of October 31,2023 were as follows(properties,which are unencumbered,are owned by the Company except as noted):LocationDescription of Property Memorialization:Pittsburgh,PAManufacturing/Division OfficesApopka,FLManufacturing/Division OfficesAurora,INManu
275、facturingColorno,ItalyManufacturingDallas,TXDistribution HubDandenong,AustraliaManufacturingElberton,GAManufacturingFontana,CADistribution HubHarrisburg,PADistribution HubIndianapolis,INDistribution HubMonterrey,MexicoManufacturingRichmond,INManufacturingSearcy,ARManufacturingStone Mountain,GADistri
276、bution HubYork,PAManufacturingIndustrial Technologies:Bocholt,GermanyManufacturing/Division OfficesCincinnati,OHManufacturing/DistributionFribourg,SwitzerlandManufacturingGothenburg,SwedenManufacturing/DistributionHoloubkov,Czech RepublicManufacturingLima,Costa RicaManufacturingMnchengladbach,German
277、yManufacturingPewaukee,WIManufacturingPittsburgh,PADivision OfficesSan Antonio,TXManufacturingWilsonville,ORManufacturingVreden,GermanyManufacturingSGK Brand Solutions:Battle Creek,MIProduction FacilityChennai,IndiaProduction FacilityDachnow,PolandManufacturingEast Butler,PAProduction FacilityEast J
278、ava,IndonesiaProduction FacilityGoslar,GermanyProduction FacilityIzmir,TurkeyManufacturingJlich,GermanyProduction FacilityManchester,EnglandProduction FacilityMinneapolis,MNProduction FacilityMississauga,CanadaProduction FacilityPenang,MalaysiaProduction FacilityTigard,ORProduction FacilityCorporate
279、 and Administrative Offices:Pittsburgh,PAGeneral OfficesThese properties are leased by the Company under operating lease arrangements.The Vreden,Germany location represents a shared facility for both the Industrial Technologies and SGK Brand Solutions segments.(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(2)
280、(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(1)(2)172025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm25/112ITEM 3.LEGAL PROCEEDINGS.Matthews is subject to various legal proceedings and claims arising in the ordinary course of business.Management does not
281、expect that the results of any of these legal proceedings will have a material adverse effect on Matthews financial condition,resultsof operations or cash flows.ITEM 4.MINE SAFETY DISCLOSURES.Not applicable.182025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103
282、/matw-20230930.htm26/112OFFICERS AND EXECUTIVE MANAGEMENT OF THE REGISTRANTThe following information is furnished with respect to officers and executive management as of October 31,2023:NameAgePositions with RegistrantJoseph C.Bartolacci63President and Chief Executive OfficerRonald C.Awenowicz54Seni
283、or Vice President,Global Compliance,Operations and N.A.Human ResourcesGregory S.Babe66Chief Technology Officer and Group President,Industrial TechnologiesDavor Brkovich55Head of IT and Chief Information OfficerSteven D.Gackenbach60Group President,MemorializationReena Gurtner49Senior Vice President,H
284、uman ResourcesGary R.Kohl60President,SGK Brand SolutionsLee Lane55Group President,Matthews Industrial Automation and Matthews EnvironmentalSolutionsSteven F.Nicola63Chief Financial Officer and SecretaryBrian D.Walters54Executive Vice President and General CounselJoseph C.Bartolacci was appointed Pre
285、sident and Chief Executive Officer effective October 2006.Ronald C.Awenowicz was appointed Senior Vice President,Global Compliance,Operations and North America HumanResources effective July 2021.Prior thereto,he served as Vice President of Americas Human Resources since May 2020 and priorthereto he
286、served as Global Head of Human Resources Operations since February 2015,when he joined the Company.Gregory S.Babe was appointed Chief Technology Officer and Group President,Industrial Technologies effective October 2022.Prior thereto,he served as Chief Technology Officer since November 2015.Davor Br
287、kovich was appointed Head of IT and Chief Information Officer effective November 2019.Prior thereto,he had beeninterim Head of IT and Chief Information Officer since February 2019 and prior thereto he served as Director,Global ITInfrastructure since January 2017,when he joined the Company.Steven D.G
288、ackenbach was appointed Group President,Memorialization effective October 31,2011.Reena Gurtner was appointed Senior Vice President,Human Resources effective July 2021.Prior thereto,she served as VicePresident,Human Resources APAC,Middle East and Africa since May 2020 and prior thereto she served as
289、 Regional Director ofHuman Resources APAC since January 2013.Gary R.Kohl was appointed President,SGK Brand Solutions effective May 2017.Lee Lane was appointed Group President for Matthews Product Identification and Warehouse Automation businesses as well asMatthews Environmental Solutions effective
290、October 2022.Prior thereto,he served as Senior Vice President of MatthewsAutomation since June 2022.Prior to joining the Company,he served as Vice President General Manager Sensing,Safety&Industrial Components Business at Rockwell Automation,Inc.since October 2020,and prior thereto he served as Vice
291、 President/General Manager Safety,Sensing&Connectivity Business at Rockwell Automation,Inc.since March 2017.Steven F.Nicola was appointed Chief Financial Officer and Secretary effective December 2003.Brian D.Walters was appointed Executive Vice President and General Counsel effective February 2023.P
292、rior thereto,he servedas Senior Vice President and General Counsel since February 2018.192025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm27/112PART IIITEM 5.MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.Market Inform
293、ation:The authorized common stock of the Company consists of 70,000,000 shares of Class A Common Stock,$1.00 par value.AtSeptember 30,2023,30,469,213 shares were outstanding.The Companys Class A Common Stock is traded on the Nasdaq GlobalSelect Market under the symbol MATW.The Company has a stock re
294、purchase program.The buy-back program is designed to increase shareholder value,enlarge theCompanys holdings of its common stock,and add to earnings per share.Repurchased shares may be retained in treasury,utilizedfor acquisitions,or reissued to employees or other purchasers,subject to the restricti
295、ons set forth in the Companys RestatedArticles of Incorporation.Under the current authorization,1,195,013 shares remain available for repurchase as of September 30,2023.All purchases of the Companys common stock during fiscal 2023 were part of this repurchase program.The following table shows the mo
296、nthly fiscal 2023 stock repurchase activity:PeriodTotal number ofsharespurchasedWeighted-average pricepaid per shareTotal number ofsharespurchased aspart of apubliclyannounced planMaximumnumber ofshares that mayyet bepurchasedunder the planOctober 2022$1,294,842 November 202288,042 27.54 88,042 1,20
297、6,800 December 2022983 27.54 983 1,205,817 January 2023 1,205,817 February 2023549 37.09 549 1,205,268 March 20237,057 37.79 7,057 1,198,211 April 2023 1,198,211 May 2023 1,198,211 June 20232,068 38.86 2,068 1,196,143 July 2023 1,196,143 August 20231,130 32.791,130 1,195,013 September 2023 1,195,013
298、 Total99,829$28.61 99,829 Holders:Based on records available to the Company,the number of record holders of the Companys common stock was 473 at October 31,2023.Securities Authorized for Issuance Under Equity Compensation Plans:See Equity Compensation Plans in Item 12 Security Ownership of Certain B
299、eneficial Owners and Management.202025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm28/112ITEM 5.MARKET FOR REGISTRANTS COMMON EQUITY AND RELATED STOCKHOLDER MATTERS,(continued)PERFORMANCE GRAPHCOMPARISON OF FIVE-YEAR CUMULATIVE RETURN*AMONG
300、 MATTHEWS INTERNATIONAL CORPORATION,S&P 500 INDEX AND RUSSELL 2000 VALUE INDEXThis graph compares the return on Matthews common stock with that of the Standard&Poors 500 Index and Russell 2000 ValueIndex for the period from October 1,2018 through September 30,2023.The graph assumes that on October 1
301、,2018,$100 wasinvested in each of the Companys common stock,Standard&Poors 500 Index and Russell 2000 Value Index.The graphmeasures total stockholder return,which takes into account both changes in stock price and dividends.It assumes that dividendspaid are invested in like securities.The following
302、graph compares the total return on the Companys common stock with that of the Standard&Poors 500 Index andthe Russell 2000 Value Index.The results are not necessarily indicative of future performance.*Total return assumes dividend reinvestmentITEM 6.Reserved.212025/1/17 14:46matw-20230930https:/www.
303、sec.gov/Archives/edgar/data/63296/000006329623000103/matw-20230930.htm29/112ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS.The following discussion should be read in conjunction with the consolidated financial statements of Matthews and related notestheret
304、o.In addition,see Cautionary Statement Regarding Forward-Looking Information included in Part I of this Annual Reporton Form 10-K.RESULTS OF OPERATIONS:The Company manages its businesses under three segments:Memorialization,Industrial Technologies and SGK Brand Solutions.The Memorialization segment
305、consists primarily of bronze and granite memorials and other memorialization products,caskets,cremation-related products,and cremation and incineration equipment primarily for the cemetery and funeral home industries.TheIndustrial Technologies segment includes the design,manufacturing,service and di
306、stribution of high-tech custom energy storagesolutions;product identification and warehouse automation technologies and solutions,including order fulfillment systems foridentifying,tracking,picking and conveying consumer and industrial products;and coating and converting lines for the packaging,phar
307、ma,foil,dcor and tissue industries.The SGK Brand Solutions segment consists of brand management,pre-media services,printing plates and cylinders,imaging services,digital asset management,merchandising display systems,and marketing anddesign services primarily for the consumer goods and retail indust
308、ries.The Companys primary measure of segment profitability is adjusted earnings before interest,income taxes,depreciation andamortization(adjusted EBITDA).Adjusted EBITDA is defined by the Company as earnings before interest,income taxes,depreciation,amortization and certain non-cash and/or non-recu
309、rring items that do not contribute directly to managementsevaluation of its operating results.These items include stock-based compensation,the non-service portion of pension andpostretirement expense,acquisition and divestiture costs,ERP integration costs,and strategic initiatives and other charges.
310、Thispresentation is consistent with how the Companys chief operating decision maker(the“CODM”)evaluates the results ofoperations and makes strategic decisions about the business.For these reasons,the Company believes that adjusted EBITDArepresents the most relevant measure of segment profit and loss
311、.In addition,the CODM manages and evaluates the operating performance of the segments,as described above,on a pre-corporatecost allocation basis.Accordingly,for segment reporting purposes,the Company does not allocate corporate costs to its reportablesegments.Corporate costs include management and a
312、dministrative support to the Company,which consists of certain aspects of theCompanys executive management,legal,compliance,human resources,information technology(including operational support)and finance departments.These costs are included within Corporate and Non-Operating in the following table
313、to reconcile toconsolidated adjusted EBITDA and are not considered a separate reportable segment.Management does not allocate non-operatingitems such as investment income,other income(deductions),net and noncontrolling interest to the segments.222025/1/17 14:46matw-20230930https:/www.sec.gov/Archive
314、s/edgar/data/63296/000006329623000103/matw-20230930.htm30/112ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS,(continued)The following table sets forth sales and adjusted EBITDA for the Companys Memorialization,Industrial Technologies and SGKBrand Solutions segments for each of the last three fiscal years
315、.Refer to Note 20,Segment Information in Item 8-FinancialStatements and Supplemental Data for the Companys financial information by segment.Years Ended September 30,202320222021(Dollar amounts in thousands)Sales to external customers:Memorialization$842,997$840,124$769,016 Industrial Technologies505
316、,751 335,523 284,495 SGK Brand Solutions532,148 586,756 617,519 Consolidated Sales$1,880,896$1,762,403$1,671,030 Adjusted EBITDA:Memorialization$163,986$151,849$165,653 Industrial Technologies66,278 56,762 34,889 SGK Brand Solutions57,128 60,120 91,435 Corporate and Non-Operating(61,583)(58,323)(64,
317、227)Total Adjusted EBITDA$225,809$210,408$227,750 Total Adjusted EBITDA is a non-GAAP financial measure.See the Non-GAAP Financial Measures section below.Comparison of Fiscal 2023 and Fiscal 2022:Sales for the year ended September 30,2023 were$1.88 billion,compared to$1.76 billion for the year ended
318、 September 30,2022,representing an increase of$118.5 million.The increase in fiscal 2023 sales reflected higher sales in the Industrial Technologiesand Memorialization segments,partially offset by lower sales in the SGK Brand Solutions segment.On a consolidated basis,changes in foreign currency exch
319、ange rates were estimated to have an unfavorable impact of$23.6 million on fiscal 2023 salescompared to the prior year.Memorialization segment sales for fiscal 2023 were$843.0 million,compared to$840.1 million for fiscal 2022.The sales increasereflected improved price realization,higher sales of mau
320、soleums and cremation equipment in the U.S.,and benefits from theacquisition of Eagle Granite Company(see Acquisitions and Divestitures below).These increases were partially offset by lowerunit sales of caskets and bronze memorial products,reflecting a decrease in coronavirus disease 2019(COVID-19)r
321、elated deathsin fiscal 2023,and lower sales of cremation and incineration products in Europe.Changes in foreign currency exchange rates hadan unfavorable impact of$1.8 million on the segments sales compared to the prior year.Industrial Technologies segment sales forfiscal 2023 were$505.8 million,com
322、pared to$335.5 million for fiscal 2022.The sales increase primarily reflected the impact ofthe fiscal 2022 acquisitions of OLBRICH GmbH(“OLBRICH”)and R+S Automotive GmbH(“R+S Automotive”)(seeAcquisitions and Divestitures below).The increase in sales also reflected higher sales of purpose-built engin
323、eered products(primarily energy storage solutions for the electric vehicle market)and higher product identification sales.These increases werepartially offset by lower sales of warehouse automation solutions.Changes in foreign currency exchange rates had an unfavorableimpact of$5.7 million on the se
324、gments sales compared to the prior year.In the SGK Brand Solutions segment,sales for fiscal 2023were$532.1 million,compared to$586.8 million in fiscal 2022.Changes in foreign currency exchange rates had an unfavorableimpact of$16.1 million on the segments sales compared to the prior year.The decreas
325、e in sales also reflected lower brand sales inthe U.S.and Europe(including lower retail-based sales)and a decline in sales of cylinder(packaging)products in Europe.Thesedecreases were partially offset by higher brand sales in the Asia-Pacific market and improved price realization.Gross profit for th
326、e year ended September 30,2023 was$577.7 million,compared to$522.3 million for fiscal 2022.Consolidatedgross profit as a percent of sales was 30.7%and 29.6%in fiscal 2023 and fiscal 2022,respectively.The increase in gross profitprimarily reflected the impact of higher sales(including benefits from r
327、ecent acquisitions),lower transportation costs,and benefitsfrom the realization of productivity improvements and other cost-reduction initiatives.These increases in gross profit were partiallyoffset by the impact of higher material and labor costs,and lower margins on purpose-built engineered produc
328、ts.Gross profit alsoincluded acquisition integration costs and other charges primarily in connection with cost-reduction initiatives totaling$12.2million and$12.6 million in fiscal 2023 and 2022,respectively.Fiscal 2022 gross(1)(1)232025/1/17 14:46matw-20230930https:/www.sec.gov/Archives/edgar/data/
329、63296/000006329623000103/matw-20230930.htm31/112ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS,(continued)profit included$9.7 million of asset write-downs related to the war between Russia and Ukraine(see Note 23,Asset Write-downsin Item 8-Financial Statements and Supplementary Data for further details)
330、.Selling and administrative expenses for the year ended September 30,2023 were$447.5 million,compared to$426.7 million forfiscal 2022.Consolidated selling and administrative expenses,as a percent of sales,were 23.8%for fiscal 2023,compared to24.2%in fiscal 2022.Fiscal 2023 selling and administrative
331、 expenses reflected the impact of higher salaries and wage rates,highertravel and entertainment(T&E)costs,increased performance-based compensation compared to fiscal 2022,additional expensesfrom recently completed acquisitions,and fees associated with a receivables purchase agreement and factoring a
332、rrangement(seeLiquidity and Capital Resources below).These increases in selling and administrative expenses were partially offset by benefitsfrom ongoing cost-reduction initiatives.Selling and administrative expenses also included acquisition integration and relatedsystems-integration costs,and othe
333、r charges primarily in connection with cost-reduction initiatives totaling$12.5 million in fiscal2023,compared to$27.1 million in fiscal 2022.Intangible amortization for the year ended September 30,2023 was$42.1 million,compared to$57.1 million for fiscal 2022.Fiscal 2022 intangible amortization included$9.5 million of amortization related tocertain trade names that have been discontinued.In the f
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