−Removed: The following updates the risk factor titled "CPP is subject to risks from sourcing from international locations, especially China" as set forth in Item 1A of Part I in Griffon's Annual Report on Form 10-K for the year ended September 30, 2024 ("2024 10-K").
−Removed: Please refer to Item 1A of Part I in the 2024 10-K for other risks that could materially affect Griffon's business, financial condition or future results.
−Removed: The risks described in the 2024 10-K are not the only risks facing Griffon.
+Added: In addition to the other information set forth in this report, carefully consider the factors in Item 1A to Part I in Griffon's Annual Report on Form 10-K for the year ended September 30, 2024, as well as the updated risk factor titled "CPP is subject to risks from sourcing from international locations, especially China" appearing in Griffon's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, which could materially affect Griffon's business, financial condition or future results.
+Added: The risks described in Griffon's Annual Report on Form 10-K are not the only risks facing Griffon.
Additional risks and uncertainties not currently known to Griffon or that Griffon currently deems to be immaterial also may materially adversely affect Griffon's business, financial condition and/or operating results.
−Removed: CPP is subject to risks from sourcing from international locations, especially China
−Removed: CPP's business is global, with products and raw materials sourced from, and manufactured and sold in multiple countries around the world.
−Removed: There are risks associated with conducting a business that may be impacted by political and other developments associated with international trade.
−Removed: In this regard, certain products sold by CPP in the United States and elsewhere are currently sourced from suppliers in China, with some of these products sourced exclusively from suppliers in China.
−Removed: Certain raw materials used by CPP may be sourced from China and therefore may have their prices and availability impacted by tariffs imposed on trade between the United States and China.
−Removed: Through the expanded sourcing strategy and the closure of U.S.
−Removed: facilities, CPP has increased the reliance on suppliers in China, which could further the impact of tariffs.
−Removed: CPP is taking steps to develop multiple suppliers outside of China to allow for supply chain sourcing pivot, as needed, in an effort to minimize this risk.
−Removed: However, the tariff rates imposed by the United States may be different for different countries and we may experience delays and increased costs, each of which could be substantial, in shifting our supply chain from China to other countries with lower tariffs.
−Removed: The sourcing of CPP finished goods, components and raw materials from China are generally subject to supply agreements with Chinese companies.
−Removed: China does not have a well-developed, consolidated body of laws governing agreements with international customers.
−Removed: Enforcement of existing laws or contracts based on existing law may be uncertain and sporadic, and it may be difficult to obtain swift and equitable enforcement or to obtain enforcement of a judgment by a court of another jurisdiction, including other jurisdictions within China itself.
−Removed: The relatively limited Chinese judicial precedent on matters of international trade in many cases creates additional uncertainty as to the outcome of any litigation.
−Removed: In addition, interpretation of statutes and regulations in China may be subject to government policies or political changes.
−Removed: Because of the volume of sourcing by CPP from China, the ongoing trade dispute between the U.S.
−Removed: and China, including the imposition of tariffs on various Chinese imports into the U.S.
−Removed: at various times since March 2018, represents a continuing risk to CPP revenue and operating performance.
−Removed: imports from China exceeded $425 billion in 2023, the majority of which were subject to the Section 301 tariffs.
−Removed: In May 2024, the United States Trade Representative (USTR) completed a mandatory four-year review of the tariffs under Section 301 of the Trade Act of 1974.
−Removed: In addition to continuing the tariffs rather than allowing them to terminate under the Trade Act, the USTR announced additional tariffs on a number of products, to be implemented over the two-year period 2024-2026.
−Removed: Beginning in January 2025, the United States began to increase tariff rates on numerous products from a range of nations.
−Removed: On April 2, 2025, the United States announced a 10% baseline reciprocal tariff on imports from all countries, plus an additional country-specific tariff on imports from select trading partners.
−Removed: Other countries have announced retaliatory actions or plans for retaliatory actions.
−Removed: On April 9, 2025, the United States implemented a 90-day pause on the country-specific tariffs for all countries except China, while maintaining the 10% baseline tariff.
−Removed: federal agencies have been directed to further evaluate key aspects of trade policy, and there has been ongoing discussion and commentary regarding potential significant changes to U.S.
−Removed: trade policies, treaties and tariffs, and retaliatory tariffs and other measures, that may be enacted in response to such changes.
−Removed: There exists significant uncertainty regarding the future relationship between the U.S.
−Removed: and other countries with respect to such trade policies, treaties and tariffs.
−Removed: We also face uncertainty in the interpretation of new tariffs and their applicability, including with respect to customs valuation, product classification and country-of-origin determinations.
−Removed: In addition to tariffs, an increased global focus on forced labor in supply chains has the potential to impact our business operations.
−Removed: In June 2022, the Uyghur Forced Labor Prevention Act (UFLPA) went into effect and establishes a rebuttable presumption that goods made in whole or in part in the Xinjiang Uyghur Autonomous Region of the People’s Republic of China are produced with forced labor, and directs US Customs and Border Protection (CBP) to prevent entry of products made with forced labor into the U.S.
−Removed: Importers whose shipments are detained by CBP under the UFLPA can rebut the presumption with “clear and convincing evidence” that the products were not produced with forced labor.
−Removed: This requires that the importer submit detailed information regarding every supplier and sub-supplier, and all components and raw materials, relating to the manufacturing and transportation of goods being detained.
−Removed: Detention costs accrue during the pendency of CBP's evaluation.
−Removed: From October 1, 2023 through September 30, 2024, more than 4,200 shipments to U.S importers, valued at approximately $1.7 billion, were targeted by CBP for further inspection.
−Removed: Neither CPP nor its suppliers currently manufacture or source products, components or raw materials from the Uyghur region of China;
−Removed: however, CBP takes a broad approach when targeting shipments it believes may have originated from the Uyghur region based on product definitions, tariff codes and supplier names that lead them to suspect the goods come from the Uyghur region.
−Removed: Additionally, the Forced Labor Enforcement Task Force has determined that certain industry sectors (including apparel, cotton and cotton products, silica-based products, PVC and aluminum products), and countries of origin outside of China (including Vietnam and Thailand) have an inherently higher risk of forced labor, such that CBP may detain goods within these sectors suspected of being manufactured with materials originating from Xinjiang, or coming from a country identified as higher risk.
−Removed: As a result, CPP shipments may be targeted for detention in which case they become subject to the rebuttable presumption that they were sourced from the Uyghur region or another high-risk country, even though they are not imported directly from China or are otherwise demonstrably outside the scope of the UFLPA.
−Removed: In view of the increased enforcement of forced labor initiatives, we are continuing to update our compliance measures and work with our supply base to validate their supply chains, from raw materials through components to finished goods, to ensure our goods are not made using forced labor.
−Removed: We cannot be certain that our products will not be targeted or that our shipments will not be detained, which may impact our operating performance.
−Removed: The continuing political and economic conflicts between U.S.
−Removed: and China have resulted in, and may continue to result in retaliatory actions from, both countries, and it is unknown whether current US-China relations over Taiwan, including the signature of the US-Taiwan Initiative on 21st Century Trade signed in May 2023, or the United States' continuing commitment to support Taiwan with equipment and services for its self-defense, will impact the ongoing trade dispute with China.
−Removed: We cannot predict what new retaliatory policies and regulations may be implemented by the Chinese government in response to the U.S./Taiwan engagement, and any such policies and regulations or other responses may adversely affect our business operations in China.
−Removed: HBP and CPP operations are also subject to the effects of international trade agreements and regulations such as the United States-Mexico-Canada Agreement (USMCA), which will undergo a mandatory six-year review in 2026, and the activities and regulations of the World Trade Organization.
−Removed: Although these trade agreements generally have positive effects on trade liberalization, sourcing flexibility and the cost of goods by reducing or eliminating the duties and/or quotas assessed on products manufactured in a particular country, trade agreements can also adversely affect HBP and CPP.
−Removed: For example, trade agreements can result in setting quotas on products that may be imported from a particular country into key markets including the U.S., Canada, Australia and the U.K., or may make it easier for other companies to compete by eliminating restrictions on products from countries in which HBP and CPP competitors source products.
−Removed: With the expansion of its global sourcing
−Removed: strategy and the closure of numerous US manufacturing locations, CPP is likely to experience a diminished ability to take advantage of the trade benefits of the USMCA.
−Removed: The ability of HBP and CPP to import products in a timely and cost-effective manner may continue to be affected by conditions at ports or issues that otherwise affect transportation and warehousing providers, such as port and shipping capacity, fuel prices, labor disputes, severe weather or increased homeland security requirements in the U.S.
−Removed: and other countries, as well as the potential for increased costs due to currency exchange fluctuations.
−Removed: These issues, along with the ongoing war between Russia and Ukraine, could delay importation of products or require HBP and CPP to locate alternative ports or warehousing providers to avoid disruption to customers.
−Removed: These alternatives may not be available on short notice or could result in higher transit costs, which could have an adverse impact on the business and financial results of HBP and CPP.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.