Powell Industries

20
24
Meeting 
Tomorrow 
with 
Confidence
P O W E L L  I N D U S T R I E S 
A N N U A L  R E P O R T
A 
LEGACY
OF 
TRUST


1
Rising to every 
challenge. 
Delivering on  
every promise.
In Fiscal 2023, Powell reached an extraordinary 
milestone, our first $1 billion backlog. As exciting 
as this achievement was for our incredible teams 
and valued shareholders alike, resting on our laurels 
has never been the Powell way. What brought us 
to this auspicious moment is what will sustain us 
well into the future: forward-thinking clients, from a 
wide range of industries, who trust the Powell team 
to stay ahead of the game and solve their toughest 
electrical distribution challenges. 

For nearly eight decades, 
Powell’s methodical 
approach has cemented 
our reputation as experts in 
electrical distribution.
We ended Fiscal 2024, another banner 
year, with a healthy backlog that 
extends well into 2026 and beyond 
via robust activity across most end 
markets, including major traditional oil 
and gas projects as well as a growing 
number of exciting new developments 
in petrochemicals, carbon capture, 
hydrogen, renewables and utilities.
EXECUTION FUELS MOMENTUM
For nearly eight decades, Powell’s 
methodical approach has cemented 
our reputation as experts in electrical 
distribution. Every day, more and more 
major client prospects and even previous 
competitors involved in emerging 
technology come to Powell to form 
partnerships in exciting new projects 
where our shared expertise assures 
mutual success.
We are known for our innovative, custom-
engineered solutions. As dedicated 
business partners, we protect our clients’ 
risk through our in-house engineering and 
manufacturing capabilities. We sustain 
local supply chains in the communities 
where we work and live for more than 
90% of the materials we source in the 
U.S., Canada, and the United Kingdom. 
Our dedicated workforce ensures that 
every project is done safely, properly, and 
on time.
INDUSTRY HIGHLIGHTS AND INSIGHTS
Our core industrial end markets drove 
revenue growth in Fiscal 2024 as oil 
and gas and petrochemical projects 
returned, including the award of a 
notable petrochemical order for a 
greenfield project in North America. 
Despite a temporary pause, U.S. LNG 
(Liquefied Natural Gas) fundamentals 
also remain promising, supporting long-
term economic and environmental goals 
around the globe. 
BRETT A. COPE
President & CEO
Chairman of the Board
2

The electric utility sector also delivered 
strong performance across the entire 
company, with exceptional performance 
this year in Canada. We are thankful 
to all our utility clients and view this 
market as a strategic imperative for 
the future of our company. We are also 
cautiously optimistic about the growth 
in data centers, as major players in this 
arena show interest in Powell’s electrical 
solutions expertise.
While each of our seven global divisions 
is hitting on all cylinders, inflation 
remains a focus. We are actively 
managing this challenge through 
ongoing process improvements and 
cost-avoidance strategies. 
CONTINUOUS IMPROVEMENTS 
AND INNOVATION 
Powell remains committed to diversifying 
our product portfolio, allowing us to 
capitalize on new technologies across 
all markets. In Fiscal 2024, we continued 
significant R&D investments to launch 
new electrical solutions, including an 
EV charging unit in the U.K. and a line of 
Powell station breakers in North America. 
3

4
Our expansion efforts 
are paying off, and they 
include steady, significant 
investments of more 
than $175 million over 
the last 12 years. 
Never ones to take the easy route, Powell 
developed our new PowlGrid™ 38kV 
station breaker to fill an important niche 
in the utility renewable market. A robust 
design, these industry-leading, lightning-
rated, high-voltage units are designed 
for maximum reliability as they solve 
the challenges of previous competitive 
iterations. 
THOUGHTFUL EXPANSION TO MEET 
GROWING DEMAND 
Our expansion efforts are paying off, 
and they include steady, significant 
investments of more than $175 million 
over the last 12 years. More recently, the 
expansion of our Houston facility has 
improved fabrication and integration 
support for large power control rooms. 
Additionally, the $11 million expansion 
of our electrical products factory is set 
to be completed in mid-Fiscal 2025, and 
nine recently acquired acres neighboring 
our Houston headquarters are being 
remediated for productive use. 
Through corporate responsibility and 
culture, Powell has built a strong, 
supportive family with a remarkable track 
record of long-tenured employees. Many, 
including hired interns, stay with us for 
decades. We offer ongoing training and 
career advancement opportunities in a 
thriving corporate culture of collaboration 
and inclusivity. Notably, Fiscal 2024 
saw the appointment of our first female 
director of engineering and our first 
female corporate controller, and today, 
women represent 25% of our board.

5
Through our Power of One initiative, 
Powell supports our employees’ 
community volunteer efforts and 
celebrates our teams with events like 
our 2024 Powell Employee Appreciation 
gatherings, which saw nearly 2,000 
attendees in Houston alone.
Powell makes continuous investments 
in our people, processes, software, and 
equipment to ensure that our teams are 
always up to speed, able to perform at 
full capacity and in full compliance.
READY FOR TOMORROW’S NEW CHALLENGES
Once again, Powell has ended this fiscal 
year with a strong balance sheet and 
zero debt. We have never been better 
prepared or more excited about the road 
ahead. Opportunities abound in every 
market we serve. As the world becomes 
more electric, Powell stands uniquely 
positioned as a trusted electrical 
solutions leader in powering the future.
Brett A. Cope
President & CEO
Chairman of the Board

6
We have never been better 
prepared or more excited 
about the road ahead. 
Opportunities abound in 
every market we serve.

7
CONSOLIDATED FINANCIAL HIGHLIGHTS
(In millions)
(QUARTERLY)
(In millions)
2022
2021
2020
Revenues
2022
2021
2020
New Orders
Net Income
2022
2021
2020
Backlog
1,500
1,200
2022
2023
2023
2023
2023
2024
2024
2024
2024
2021
2020
150
1,400
Revenues
Fourth
Third
Second
First
Fourth
Third
Second
First
Fourth
Third
Second
First
New Orders
Net Income
Backlog
400
300
Fourth
Third
Second
First
50
1,400
Year Ended September 30,
2020
2021
2022
2023
2024
(In thousands, except per share data)
Consolidated Statement of Operations Data
Revenues
$ 518,499
$ 470,559
$ 532,582
$ 699,308
$ 1,012,356 
Gross Profit
94,575
75,063
85,018
147,553
 273,088 
Net Income
16,660
631
13,737
54,525
149,848 
Per Share Data
Basic Earnings
$
1.43
$
0.05
$
1.16
$
4.59
$
12.51
Diluted Earnings
1.42
0.05
1.15
4.50
12.29
Consolidated Balance Sheet Data
Working Capital
$ 182,711
$ 181,305
$ 183,610
$ 226,299
$
348,466
Total Assets
472,278
436,192
493,380
752,242
928,180
Long-Term Debt
800
400
-
-
-
Total Stockholders’ Equity
306,626
301,223
297,206
345,026
483,073
YEAR IN REVIEW

Directors
Chief Executive and Chief Financial Officers
Michael W. Metcalf
Executive Vice President 
Chief Financial Officer 
Principal Accounting Officer
Mohit Singh
Director
John G. Stacey
Director
Brett A. Cope
President & CEO
Chairman of the Board
Brett A. Cope
President & CEO
Chairman of the Board
Christopher E. Cragg
Director
Alaina K. Brooks
Director
Richard E. Williams
Director
Katheryn B. Curtis
Director
James W. McGill
Director
8

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
Form 10-K 
(Mark One)
☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2024 
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 
1934
For the transition period from              to             
Commission File Number 001-12488
Powell Industries, Inc. 
(Exact name of registrant as specified in its charter)
Delaware
 
88-0106100
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
8550 Mosley Road
 
Houston
Texas
77075-1180
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code:
(713) 944-6900
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, par value $0.01 per share
POWL
NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether 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 Section 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 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been 
subject to such filing requirements 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 pursuant to 
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was 
required to submit 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 an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” 
and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer ☐
Non-accelerated filer
☐
Smaller reporting 
company
☐
Emerging growth 
company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying 
with any new or 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 management's assessment of the effectiveness of its 
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public 
accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant 
included in the filing 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 received by any of the registrant’s 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 Act). ☐ Yes ☒  No
The aggregate market value of the common stock held by non-affiliates of the registrant was approximately $1.1 billion as of March 31, 
2024, based upon the closing price on the NASDAQ Global Market on that date.  The registrant, solely for the purpose of the calculation 
above, had deemed its board of directors, executive officers, and beneficial owners of 10% or more of the voting shares of its common stock 
to be affiliates, and deducted their stockholdings in determining the aggregate market value.
At November 18, 2024, there were 12,018,448 outstanding shares of the registrant’s common stock, par value $0.01 per share.
Documents Incorporated By Reference
Portions of the registrant’s definitive proxy statement for the 2024 annual meeting of stockholders to be filed not later than 120 days after 
September 30, 2024, are incorporated by reference into Part III of this Form 10-K.

POWELL INDUSTRIES, INC.
TABLE OF CONTENTS
 
 
 
Page
 
Cautionary Statement Regarding Forward-Looking Statements
3
 
 
 
 
PART I
 
Item 1.
Business
4
Item 1A.
Risk Factors
8
Item 1B.
Unresolved Staff Comments
20
Item 1C.
Cybersecurity
20
Item 2.
Properties
21
Item 3.
Legal Proceedings
21
Item 4.
Mine Safety Disclosures
21
 
Information About Our Executive Officers
22
 
PART II
 
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity 
Securities
23
Item 6.
[Reserved]
25
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
32
Item 8.
Financial Statements and Supplementary Data
33
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
62
Item 9A.
Controls and Procedures
62
Item 9B.
Other Information
62
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
62
 
 
 
 
PART III
 
Item 10.
Directors, Executive Officers and Corporate Governance
63
Item 11.
Executive Compensation
63
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
63
Item 13.
Certain Relationships and Related Transactions, and Director Independence
63
Item 14.
Principal Accountant Fees and Services
63
 
 
 
 
PART IV
 
Item 15.
Exhibits. Financial Statement Schedules
64
Item 16.
Form 10-K Summary
66
Signatures
67
2

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Unless otherwise indicated, all references to “we,” “us,” “our,” “Powell” or “the Company” include Powell Industries, Inc. 
and its consolidated subsidiaries.
This Annual Report on Form 10-K (Annual Report) contains “forward-looking statements” within the meaning of Section 27A 
of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange 
Act). All statements, other than statements of historical fact, included in this report are forward-looking statements. Such 
forward-looking statements include, but are not limited to, projections and estimates of the timing and success of specific 
projects and our future backlog, revenues, income, acquisitions, liquidity and capital expenditures, as well as other statements 
that are not historical facts contained in or incorporated by reference into this report. Statements that contain words such as 
“believes,” “expects,” “anticipates,” “intends,” “estimates,” “continue,” “should,” “could,” “may,” “plan,” “project,” “predict,” 
“potential,” “possible,” “would,” “outlook,” “will” or similar expressions are forward-looking statements. 
These forward-looking statements speak only as of the date of this report. We disclaim any obligation to update or revise these 
statements unless required by applicable law, whether as a result of new information, future events or otherwise. We caution 
you not to unduly rely on them. We have based these forward-looking statements on expectations and assumptions of 
management at the time the statements were made. While our management considers these expectations and assumptions to be 
reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies 
and uncertainties that could cause actual results to differ materially from those included in this report, most of which are 
difficult to predict and many of which are beyond our control. These risks, contingencies and uncertainties include, but are not 
limited to, the potential failure to adequately predict costs (including in connection with our fixed-price contracts) and prevent 
cost overruns, including the impacts of inflation, potentially disruptive or unanticipated changes in suppliers, the availability of 
cash on hand and other sources of liquidity to fund our operating expenses and capital expenditures, the impacts of future 
legislative and regulatory initiatives, electronic, cyber or physical security breaches, and other factors detailed herein and in our 
other Securities and Exchange Commission (SEC) filings. Additional important risks, uncertainties and other factors are 
described in “Risk Factors” in Part I. Item 1A of this Annual Report. We can provide no assurance that the forward-looking 
statements contained in this report will occur as expected, and actual results may differ materially from those included in this 
report.
Investors should note that we announce material financial information in SEC filings, press releases and public conference calls. 
Based on guidance from the SEC, we may use the Investors section of our website to communicate with investors. It is possible 
that the financial and other information posted there could be deemed to be material information. The information on our 
website is not part of, and is not incorporated to, this Annual Report on Form 10-K.
3

PART I
Item 1. Business
Overview
Powell Industries, Inc. is a Delaware corporation founded by William E. Powell in 1947. We develop, design, manufacture and 
service custom-engineered equipment and systems that distribute, control and monitor the flow of electrical energy and provide 
protection to motors, transformers and other electrically powered equipment. Our major subsidiaries, all of which are wholly 
owned, include Powell Electrical Systems, Inc.; Powell Canada, Inc.; Powell (UK) Limited; and Powell Industries International, 
B.V.
We are headquartered in Houston, Texas, and primarily serve the oil and gas and petrochemical markets, the electric utility 
market, and commercial and other industrial markets. Beyond these major markets, we also provide products and services to the 
light rail traction power market and other markets that include universities and government entities. We are continuously 
developing new channels to electrical markets through original equipment manufacturers and distribution market channels.
Our website is powellind.com. We make available, free of charge on or through our website, electronic copies of our Annual 
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports, filed 
or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 as soon as is reasonably practicable after 
we electronically file such material with, or furnish it to, the SEC. Additionally, all of our reports filed with the SEC are 
available via their website at sec.gov.
References to Fiscal 2024, Fiscal 2023 and Fiscal 2022 used throughout this Annual Report relate to our fiscal years ended 
September 30, 2024, 2023 and 2022, respectively.
Products and Services
Our principal products include integrated power control room substations (PCRs®), custom-engineered modules, electrical 
houses (E-Houses), traditional and arc-resistant distribution switchgear and control gear, medium-voltage circuit breakers, 
monitoring and control communications systems, motor control centers, switches and bus duct systems. These products are 
designed for application voltages ranging from 480 volts to 38,000 volts. Our product scope includes designs tested to meet 
both United States (U.S.) and international standards, under both the American National Standards Institute (ANSI) and 
International Electrotechnical Commission (IEC). We also provide spare parts, retrofit and retrofill components for existing 
systems, and replacement circuit breakers for obsolete switchgear no longer produced by the original manufacturer. Our 
principal services include field service inspection, installation, commissioning, modification and repair services. 
Products and services are principally sold directly to the end user or to an engineering, procurement and construction (EPC) 
firm on behalf of the end user. Each project is specifically engineered and manufactured to meet the exact specifications and 
requirements of the individual customer. Powell’s expertise is in the design, engineering, manufacturing, project management 
and integration of assorted systems into a single, custom-engineered deliverable. We market and sell our products and services, 
which are typically awarded in competitive bid situations, to a wide variety of customers and governmental agencies spanning 
diverse markets and geographic regions.  
Occasionally, our contracts may operate under a consortium or teaming arrangement. Typically, we enter into these 
arrangements with reputable companies with whom we have previously conducted business. These arrangements are generally 
made to leverage competitive positioning, or where scale or size dictates the use of such arrangement.
We seek to establish long-term relationships with the end users of our systems as well as EPC firms contracted by those end 
users. We believe that fostering a culture of safety and focusing on customer satisfaction, along with our strong balance sheet, 
allows us to capitalize on opportunities in the industries we serve.
4

Due to the nature and timing of large projects, a significant percentage of our revenues in a given period may result from one 
specific contract or customer. Contracts often represent large-scale and complex projects with an individual customer. By their 
nature, these projects are typically non-recurring. Thus, multiple or continuous projects of similar magnitude with the same 
customer are not predictable. The timing of large project awards may cause material fluctuations in our revenues and gross 
profits. Additionally, the reduction in business volume from a particular industry or the loss of a major customer could have an 
adverse effect on our business. From time to time, an individual manufacturing facility may have significant volume from one 
particular customer that would be material to that facility. If during that time the customer were to experience financial distress, 
a decline in business or circumstances that would otherwise necessitate a cancellation of a project with us, our revenue could be 
adversely impacted. In both Fiscal 2024 and Fiscal 2023, no single customer accounted for more than 10% of our consolidated 
revenues.
Research, Development and Intellectual Property
Research and development activities are critical to Powell’s sustained growth and are focused on both the development of new 
products and applications and enhancement of our existing product offerings. For example, Powell's expertise in vacuum circuit 
breaker engineering is internationally recognized, and leveraging this expertise in the development of new products will help us 
expand into a broader range of application spaces and industry sectors. We are committed to continuous product improvement 
that will positively impact operational safety and reliability across the markets we serve.
From time to time, we apply for patents on new inventions and designs, but we believe that the growth of our business will 
depend primarily upon the quality of our products and our relationships with our customers, rather than the extent of our patent 
protection. 
Additionally, we may acquire from time to time intellectual property to expand our product offering and application. For 
example, in December 2023, we acquired intellectual property for a total consideration of $0.5 million. Intellectual property not 
covered by patents (or patent applications) includes trade secrets and other technological know-how that is not patentable or for 
which we have elected not to seek patent protection, including intellectual property relating to our manufacturing processes and 
engineering designs. Such unpatented technology, including research, development and engineering technical skills and know-
how, as well as unpatented software, is important to our overall business and to the operations of our business. While our 
intellectual property assets taken together are important, we do not believe our business would be materially affected by the 
expiration of any particular intellectual property right or termination of any particular intellectual property patent license 
agreement.
Markets
While we provide products and services to a wide range of markets where customers need to manage, monitor and control large 
amounts of electrical energy, demand for our products and services is driven predominantly by the oil and gas, petrochemical, 
electric utility, and commercial and other industrial markets. The majority of our business is in support of capital investment 
projects that are highly complex and competitively bid. Our customized systems are designed to meet the specifications of our 
customers. Each system is designed, engineered and manufactured to the specific requirements of the particular application. We 
consider our engineering, project management, systems integration and technical support capabilities vital to the success of our 
business. We strive to develop strong and lasting relationships with our customers and are recognized by many as a preferred 
service provider to solve our customers’ complex electrical distribution needs.
The following table presents our revenue for each market sector by percentage of total revenue for the years ended 
September 30, 2024, 2023 and 2022:
2024
2023
2022
Oil and gas (excluding petrochemical)
41%
39%
40%
Petrochemical
18%
13%
13%
Electric utility
19%
23%
23%
Commercial and other industrial
15%
15%
11%
Light rail traction power
2%
4%
8%
All others
5%
6%
5%
Total
100%
100%
100%
5

In the oil and gas markets, we serve the upstream, midstream and downstream end markets, including onshore and offshore 
production, liquefied natural gas (LNG) facilities and terminals, pipelines and refineries. In addition to the traditional crude oil 
refining and other oil and gas downstream processes, we have recently expanded our end markets into hydrogen production, 
carbon capture, as well as alternative fuels, such as biofuels and sustainable aviation fuel, in response to the demand for clean 
energy.  
Within the petrochemical market, our primary customers typically are engaged in leveraging hydrocarbon or natural gas 
feedstocks for the production of petrochemical, or oil- or gas-to-chemical products, including polyethylene, polypropylene, 
fertilizer, methanol, and related petrochemical applications. 
In the electric utility market, we serve both the power generation and distribution end markets. Increasing global electricity 
demand and the focus on reliable and safe electrical distribution are driving substantial investments in global infrastructure. 
Aligned with our strategy of end-market diversification, we seek to continue our focus and growth in electrical distribution 
substations, while also addressing a resurgence of power generation investment in the market.
In the commercial and other industrial markets, our customers operate in commercial construction, data centers, metals and 
mining, pulp and paper, as well as other industrial applications. 
Beyond these major markets, we also provide products and services to the light rail traction power market and other markets 
that include universities and government entities. We are continuously developing new channels to electrical markets through 
original equipment manufacturers and distribution market channels.
Competition
We compete with a small number of multinational competitors that sell to a broad industrial and geographic market, as well as 
smaller, regional competitors that typically have limited capabilities and scope of supply. We believe that our products and 
services, integration capabilities, technical and project management acumen, application engineering expertise and specialty 
contracting experience, together with our financial strength and responsiveness to the needs of our customers, give us a 
sustainable competitive advantage in our markets. Some of our competitors are significantly larger and have substantially 
greater global resources such as engineering, manufacturing and marketing. Our principal competitors include ABB, Eaton, 
Schneider, and Siemens Industries, Inc. The competitive factors used during bid evaluation by our customers vary from project 
to project and may include technical support and application expertise, engineering and manufacturing capabilities, equipment 
rating, delivered value, scheduling and price. While projects are typically non-recurring, a significant portion of our business is 
from repeat customers and many times involves third-party EPC firms hired by the end user and with whom we often have 
long, established relationships. Ultimately, our competitive position is dependent upon our ability to provide quality custom-
engineered products, services and systems on a timely basis at a competitive price.
Backlog
Backlog represents management's estimate of the remaining unsatisfied performance obligation from work to be performed on 
our firm orders under uncompleted contracts and customer purchase orders, including approved change orders as well as new 
contractual agreements on which work has not begun. Our backlog will be recognized as revenue as we complete the remaining 
performance obligations. Our backlog does not include service and maintenance-type contracts for which we have the right to 
invoice as services are performed. Typically, our contracts may have an early termination for convenience clause at the 
discretion of our customers; however, most of these contracts typically provide for the reimbursement of our costs incurred and 
a reasonable margin in the event of such early termination. Our methodology for determining backlog may not be comparable 
to the methodology used by other companies. 
Our backlog at September 30, 2024 was $1.3 billion. We anticipate that approximately $849 million of Fiscal 2024 ending 
backlog will be recognized as revenue during our fiscal year ending September 30, 2025. Backlog may not be indicative of 
future operating results as orders may be cancelled or modified by our customers and may not be indicative of continuing 
revenue performance over future fiscal quarters.
Raw Materials
The principal raw materials used in our operations include steel, copper and aluminum, as well as various engineered electrical 
components. Material costs represented 47% of revenues in Fiscal 2024, 49% of revenues in Fiscal 2023, and 51% of revenues 
in Fiscal 2022. Unanticipated changes in material requirements, market conditions and disruptions in the supply chain or price 
increases could impact production costs and affect our consolidated results of operations.
6

The equipment and materials that we use in our business are subject to availability and price fluctuations due to customer 
demand, producer capacity and market conditions. Uncertainty and fluctuating global demand have led to significant volatility 
across commodity markets. We have experienced supply chain disruptions driven predominately by availability and cost 
volatility across our raw materials, engineered components and labor force. As our procurement function seeks to address 
specific supply chain challenges, we are working closely with our suppliers to meet our customer commitments. While we have 
experienced, and may continue to experience, issues related to increased lead times for the purchase and delivery of key raw 
materials or components, we continue to monitor the availability (including transportation) and price of components and raw 
materials on a regular basis, as well as any potential impact on our operations. In response to the increased cost environment 
and supply chain challenges, we strive to effectively manage our product pricing, delivery schedules and bid validity dates with 
our customers, as well as improve factory efficiencies and project execution. While the cost outlook for commodities used in 
the production of our products is not certain, we believe we can manage this volatility through contract pricing adjustments, 
with material-cost predictive estimating, hedging and by actively pursuing internal cost reduction efforts.
Our supply base for certain key components and raw materials is limited. Many of our products require raw materials and 
components supplied by a limited number of suppliers, and in some instances, a single supplier. Changes in our design to 
accommodate similar components from other suppliers could be implemented to resolve a supply problem related to a sole-
sourced component. Supply problems could result in delays in our ability to meet commitments to our customers and 
potentially result in liquidated damages assessed by our customers. We believe that sources of supply for raw materials and 
components are generally sufficient, and we do not believe a temporary shortage of materials will cause any significant adverse 
impact to our business and results of operations in the future.  
Human Capital
At September 30, 2024, we had 2,748 full-time employees and 439 contract employees located primarily in the United States, 
Canada and the United Kingdom (U.K.). Our employees are not represented by unions, and we maintain good relationships 
with our employees. Periodically, we find it challenging to source qualified personnel in certain geographic areas due to 
increased construction or economic activity. We continue to monitor our demand for skilled and unskilled labor and provide 
training and competitive compensation packages in an effort to attract and retain skilled employees. A decline in our employee 
relations, labor shortages or increased labor costs could impair our ability to maintain our business, meet customer 
commitments or grow our revenues, and may adversely impact our business and results of operations.
Our top human capital priorities include the well-being, health and safety, and retention of our employees, as well as enhanced 
learning and leadership training opportunities, workplace safety, internal promotion and key employee retention. We emphasize 
a culture of safety that runs throughout the Company. We establish annual goals and monthly operating metrics and, as a result, 
had a safety incident rate of 0.74 for Fiscal Year 2024, which is below the industry average, according to the U.S. Bureau of 
Labor Statistics. We believe that the eight-year average tenure of our employees is a reflection of our inclusive and supportive 
culture, focused efforts on internal promotion, key employee retention and succession planning. Our annual Organizational 
Capabilities Review is focused on succession planning within our organization and is reviewed annually by our Board of 
Directors. We measure our success based on the percentage of internal promotions to key positions and our ability to attract and 
retain key employees.
Seasonality
Our operations are not generally affected by seasonality. However, weather and natural phenomena can temporarily impact the 
performance of our operations. Furthermore, quarterly operating results may fluctuate in our first fiscal quarter due to the 
reduction in the number of workdays related to the number of holidays and paid time off that is taken in that fiscal quarter. 
Government Regulations
We are subject to various government regulations in the U.S. as well as various international locations where we operate. These 
regulations cover diverse areas including environmental compliance, import and export controls, economic sanctions, data and 
privacy protection, transfer pricing rules, anti-bribery, anti-trafficking and anti-trust provisions. Our policies mandate 
compliance with applicable laws and regulations administered by various state, federal and international agencies, and are 
designed to promote and encourage ethical practices in our everyday operations. We have established a multi-faceted 
compliance program that includes educating employees and leadership, performing risk-based due diligence and evaluating our 
supplier base. We believe that the compliance cost associated with these governmental regulations will not have a material 
impact on our capital expenditures, results of operations or competitive position.
7

Item 1A. Risk Factors
Our business is subject to a variety of risks and uncertainties, including, but not limited to, the risks and uncertainties described 
below. If any of the following risks occur, the business’s financial condition, cash flows, liquidity and results of operations may 
be negatively impacted, and we may not be able to achieve our quarterly, annual or long-range plans. Additional risks and 
uncertainties not known to us or not described below may also negatively impact our business and results of operations. This 
Annual Report also includes statements reflecting assumptions, expectations, projections, intentions or beliefs about future 
events that are intended as “forward-looking statements” under the Private Securities Litigation Reform Act of 1995 and should 
be read in conjunction with the discussion under “Forward-Looking Statements” above.
Risk Factors Related to our Business and Industry
Our business is subject to the cyclical nature of the end markets that we serve. This cyclicality has had, and may continue to 
have, an adverse effect on our operating results.
The end markets that we serve have historically been cyclical and will continue to be vulnerable to general downturns, which in 
turn could materially and adversely affect the demand for our products and services. Our customer projects, budgets for capital 
expenditures and the need for our services have in the past, and may in the future, be adversely affected by, among other things, 
the price of oil and gas, poor economic conditions, commodity prices, political uncertainties, cost of capital, and currency 
fluctuations. These variables may impact the number or the amount of new awards, delays in the timing of awards or potential 
cancellation of projects. Changes in product mix or services can have a significant impact on our gross margins on a quarterly 
and annual basis. The uncertainty of our contract award timing is outside of our control and can also present difficulties in 
matching workforce size with contract requirements. In some cases, we bear and maintain the cost of a ready workforce that 
may be larger than necessary in anticipation of future workforce needs. If an expected contract is delayed or not received, we 
may incur additional costs in staff or facility redundancy that could have an adverse impact on our business, financial condition 
and results of operations.
Our industry is highly competitive.
Some of our competitors are significantly larger and have substantially greater global resources such as engineering, 
manufacturing and marketing resources, and at various times, may be our customer or supplier on any given project. 
Competition in the industry depends on a number of factors, including the number of projects available, technical ability, 
production capacity, production lead times, location and the ability to win projects we bid. Certain of our competitors may have 
lower cost structures or a more favorable geographic footprint and may, therefore, be able to provide their products or services 
at lower prices. Similarly, we cannot be certain that we will be able to maintain or enhance our competitive position within our 
industry, maintain our customer base at current levels, increase our customer base or continue to provide technologically 
superior products at a competitive price. New companies may enter the markets in which we compete, or industry consolidation 
may occur, further increasing competition in our markets. Our failure to compete effectively and secure projects could 
adversely affect future revenues and could have an adverse impact on our business and results of operations.
Our backlog is subject to unexpected adjustments, cancellations and scope reductions and, therefore, may not be a reliable 
indicator of our future earnings.
We have a backlog of uncompleted contracts. Backlog represents management’s best estimate of the remaining performance 
obligation from work to be performed on our firm orders under uncompleted contracts and customer purchase orders, including 
approved change orders as well as new contractual agreements on which work has not begun. From time to time, projects are 
cancelled, delayed or modified due to customer, industry or macroeconomic conditions. While we may be reimbursed for 
certain costs, we may not have a contractual right to the total revenue reflected in our backlog. The ultimate realization of the 
future revenue in our backlog is based upon our ability to complete the contracted projects, and we cannot control all of the 
various factors that might impact the timely delivery of our projects to our customers. We may be unable to recover certain 
costs on our anticipated margin, and cancelled or suspended projects may also result in additional unrecoverable costs due to 
the underutilization of our assets and personnel. Accordingly, our inability to realize the full amount of our contract backlog 
may have an adverse impact on our business and results of operations.
8

Failure to place competitive bids and adequately project costs may result in losses on our fixed-price contracts with 
customers. 
Our products and services are typically awarded in competitive bid situations. When placing bids, we may fail to adequately 
project costs for our customers’ projects, which may lead to us winning a bid that does not adequately compensate us for our 
costs. Such failure could adversely impact our results of operations. Factors that could impact our ability to adequately project 
costs for our bids include, but are not limited to: the impacts of inflation; labor shortage; delays incurred by the failure of third-
party suppliers to deliver in the quality or quantity required; unanticipated technical problems, including design or engineering 
issues. Additionally, we bear the risk of cost overruns and delays in most of our contracts and, as a result, if we fail to 
adequately manage such cost overruns or delays, our results of operations and our business may be adversely impacted. 
Supplier concentration and limited supplier capacity may adversely impact our business and results of operations.
We rely on a limited number of suppliers for certain of our components and raw materials and, in some instances, a single 
supplier. Switching suppliers can be costly and disruptive to business operations. If one or more of our suppliers or 
subcontractors experiences difficulties that result in a reduction, delay or interruption in supply to us, or they fail to meet our 
manufacturing requirements, our business could be adversely impacted, and we may incur liquidated damages until we are able 
to secure alternative sources. Our suppliers may experience and some of our suppliers have experienced financial difficulties, 
delivery delays and other performance problems, which may cause us to incur additional costs or be unable to meet 
commitments to our customers. The time and effort associated with the selection and qualification of a new supplier and 
changes in our design and testing to accommodate similar components from other suppliers could be significant. In any such 
event, we may not be able to contract for and receive suitable alternative supply or manufacturing abilities in a timely manner 
for our customers, if at all, which may impair our ability to meet scheduled deliveries of our products to customers and 
adversely impact our business and results of operations.
Our business requires skilled and unskilled labor, and we may be unable to attract and retain qualified employees.
Our ability to maintain our productivity at competitive levels may be limited by our ability to employ, compensate, train and 
retain personnel necessary to meet our requirements. We face competition within and outside of our markets for qualified 
personnel across all of our workforce. We may experience shortages of qualified personnel such as engineers, project managers, 
supervisors, office personnel and select skilled trades. We cannot be certain that we will be able to maintain an adequate skilled 
or unskilled labor force or key technical personnel necessary to operate efficiently and to support our growth strategy and 
operations. We cannot be certain that our labor costs will not increase as a result of a shortage in the supply of skilled, unskilled 
and technical personnel or any governmental regulations. Labor shortages or increased labor costs could impair our ability to 
maintain our business, meet customer commitments or grow our revenues, and could adversely impact our business and results 
of operations.
Revenues recognized over time from our fixed-price contracts could result in volatility in our results of operations.
As discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical 
Accounting Estimates” and in the Notes to Consolidated Financial Statements included elsewhere in this Annual Report, the 
majority of our revenues are recognized over time. Since revenue is recognized as work is performed and as costs are incurred, 
the determination of the revenue recognized requires the use of estimates of costs to be incurred for the performance of the 
contract. Estimates of revenue and of costs to complete are adjusted based on ongoing reviews of estimated contract 
performance, and previously recorded estimates of revenues and costs are adjusted as the project progresses and circumstances 
change. The timing of the costs incurred may lead to fluctuations in revenue recognized on a quarterly and annual basis, which 
could have an adverse impact on our business and our results of operations. While the cost estimation process is based upon the 
professional knowledge and experience of our management teams, engineers, project managers and financial professionals, we 
may fail to adequately estimate our costs or revenue (or, we may fail to adequately adjust previously recorded estimates of 
revenue and costs). Such failure could result in additional changes to our revenue and cost estimates which could have an 
adverse impact on our results of operations.
9

We are exposed to risks relating to the use of subcontractors.
We hire subcontractors to perform work on some projects and may depend on third-party labor suppliers to provide the 
personnel necessary to engineer, manufacture and ship our products. If our subcontractors do not perform as expected for any 
reason, we may experience delays in completing our projects or incur additional costs. In addition, we may have disputes with 
these independent subcontractors arising from, among other things, the price, quality or timeliness of the work performed. 
Some of the third parties we engage in support of our operations operate internationally, and thus we may be impacted by the 
economic, political and labor conditions in those regions as well as uncertainty caused by international relations issues between 
the United States and those countries. Any of these factors could adversely impact our business and results of operations.
Technological innovations may make existing products and production methods obsolete.
All of the products that we manufacture and sell depend upon optimizing available technology for success in the marketplace. 
The industries in which we operate are characterized by intense competition and are highly sensitive to technological innovation 
and customer requirements. Our competitors may develop products or production methods that are superior in price or quality, 
or incorporate artificial intelligence (AI) into their products that will make current products or services offered by us obsolete. 
Our future success will depend, in part, on our ability to anticipate and offer products that meet changing industry and customer 
specifications, including by funding our research and development costs. For example, consumer demand for further 
automation is changing the markets in which we operate.  Failure to successfully develop new products, or to enhance existing 
products, could result in the loss of existing customers to competitors, the inability to attract new business or an overall 
reduction of our competitive position, any of which could adversely affect our business and results of operations.
We may not be successful in our AI initiatives, which could adversely affect our business, reputation, and results of 
operations.
The algorithms and models utilized in generative AI systems may have limitations, including biases, errors, or inability to 
handle certain data types or scenarios. Furthermore, there is a risk of system failures, disruptions, or vulnerabilities that could 
compromise the integrity, security, or privacy of the generated content. These limitations or failures could result in reputational 
damage, legal liabilities, or loss of customer/user confidence. Cybersecurity threats and the techniques used in cyberattacks 
change, develop and evolve rapidly, including from emerging technologies, such as advanced forms of AI and quantum 
computing. Because AI technology is highly complex and rapidly developing, it is not possible to predict all of the legal, 
operational or technological risks that may arise relating to our use of AI.
Unforeseen difficulties with expansions, relocations, or consolidations of existing facilities could adversely affect our 
operations.
From time to time, we may decide to enter new markets, build or lease additional facilities, expand our existing facilities, 
relocate or consolidate one or more of our operations or exit a facility we may own or lease. Increased costs and production 
delays arising from the staffing, relocation, sublease, expansion or consolidation of our facilities could adversely affect our 
business and results of operations.
Quality problems with our products could harm our reputation and erode our competitive position.
The success of our business depends upon the quality of our products and our relationships with customers. In the event that 
one of our products fails to meet our customers' standards or safety requirements or fails to operate effectively, our reputation 
could be harmed, which would adversely affect our marketing and sales efforts. We provide warranties to our customers for our 
products and services, and the cost to satisfy customer warranty claims, which may include, among other things, costs for the 
repair or replacement of products could adversely impact our business and results of operations.
Many of our contracts contain performance obligations that may subject us to penalties or additional liabilities.
Many of our customer contracts have schedule and performance obligation clauses that, if we fail to meet, could subject us to 
penalty provisions, liquidated damages or claims against us, or our outstanding letters of credit or performance bonds. In 
addition, some customer contracts stipulate protection against our gross negligence or willful misconduct. Each individual 
contract seeks to define the conditions under which the customer may make a claim against us. Due to the growth in our 
backlog, our manufacturing and fabrication capacity as well as ability to recruit and retain qualified labor is challenged resulting 
in an increased risk of meeting delivery dates and other contract performance obligations. It is possible that adjustments arising 
from such claims, or our failure to manage our contract risk, may not be covered by insurance and could have an adverse impact 
on our results of operations.
10

Growth and product diversification through strategic acquisitions involve a number of risks.
Our strategy includes the pursuit of growth and product diversification through the acquisition of companies or assets and 
entering into joint ventures that could enable us to expand our geographic coverage and product and service offerings. We 
periodically review potential acquisitions; however, we may be unable to successfully implement this strategy. Acquisitions 
involve certain risks, including distraction of management, difficulties in the integration of operations and systems; failure to 
realize cost savings; the termination of relationships by key personnel and customers of the acquired company and a failure to 
retain or add additional employees to handle the increased volume of business. Additionally, financial and accounting 
challenges and complexities in areas such as valuation, tax planning, treasury management, systems integration and financial 
reporting from our acquisitions may impact our operating results. Due diligence may not be adequate or reveal all risks and 
challenges associated with our acquisitions. Companies that we acquire may not achieve revenues, profitability or cash flows 
that we expect, or that ultimately justify the investment. It is possible that impairment charges resulting from the overpayment 
for an acquisition may negatively impact our results of operations. Financing for acquisitions may require us to obtain 
additional equity or debt financing, which may not be available on attractive terms, if at all, or which may be restricted under 
the terms of our credit facility or other financing arrangements. Any failure to successfully complete or successfully integrate 
acquisitions could have a material adverse effect on our business and results of operations.
Misconduct by our employees or subcontractors, or a failure to comply with applicable laws or regulations, could harm our 
reputation, damage our relationships with customers and subject us to criminal and civil enforcement actions.
Misconduct, fraud, non-compliance with applicable laws and regulations or other improper activities by one or more of our 
employees or subcontractors could have a significant negative impact on our business and reputation. While we take 
precautions to prevent and detect these activities, such precautions may not be effective and are subject to inherent limitations, 
including human error and fraud. Acts of misconduct, or our failure to comply with applicable laws or regulations, could 
subject us to fines and penalties, harm our reputation, or damage our relationships with customers and could adversely impact 
our business and results of operations.
Unsatisfactory safety performance may subject us to penalties, negatively impact customer relationships, result in higher 
operating costs, and negatively impact employee morale and turnover.
We have both indoor and outdoor manufacturing and fabrication facilities that are susceptible to numerous industrial safety 
risks that can lead to personal injury, loss of life, damage to property or equipment, and potential environmental damage. While 
we take precautions to avoid incidents, we have experienced accidents in the past and may again in the future, which can 
negatively affect our safety record. A poor safety record can harm our reputation with existing and potential customers, 
jeopardize our relationship with employees, increase our insurance and operating costs and could adversely impact our business 
and results of operations.
Risk Factors Related to our Financial Condition and Markets
Global economic uncertainty and financial market conditions may impact our customer base, suppliers and backlog.
Various factors drive demand for our products and services, including the price and demand for oil and gas, capital 
expenditures, economic forecasts, global political environments (including war and terrorism) and the cost of capital. 
Unanticipated increases in raw material and component requirements or prices, the imposition of tariffs, and changes in supplier 
availability or supplier consolidation could increase production costs and adversely affect profitability. Uncertainty regarding 
these factors could impact our customers and severely impact the demand for projects and orders for our products and services. 
Additionally, the loss of significant volume from one particular customer at one of our facilities could adversely impact the 
operating results of that facility. Our ability to maintain or expand our business would be limited in the future if we are unable 
to maintain or increase our bonding capacity or our bank credit facility on favorable terms or at all. Similarly, disruptions in the 
capital markets or increased interest rates may also adversely impact our customer's ability to finance projects, which could 
result in contract cancellations or delays. These disruptions could lead to reduced demand for our products and services and 
cancellation of existing projects, and could have an adverse impact on our business, financial condition and results of 
operations.
11

Fluctuations in the price and supply of materials used to manufacture our products may reduce our profits and could 
adversely impact our ability to meet commitments to our customers. 
Our material costs equaled approximately 47% of our consolidated revenues for Fiscal 2024. Unanticipated shortages in raw 
material and components, rising prices due to overall inflationary pressure, the imposition of tariffs, or delays in production or 
transportation could increase production costs or lead times and adversely affect profitability as fixed-price contracts may 
prohibit our ability to charge the customer for the increase in raw material prices. 
While we typically mitigate our inventory risks by increasing the levels of inventory for certain key components and raw 
materials and entering into commodity hedges when appropriate, such increased inventory levels may not be adequate to meet 
future demand and may increase the potential for excess and obsolete inventories, which could have an adverse impact on our 
business and results of operations. 
Obtaining surety bonds, letters of credit, bank guarantees, or other financial assurances may be necessary for us to 
successfully bid on and obtain certain contracts.
We are often required to provide our customers security for the performance of their projects in the form of surety bonds, letters 
of credit or other financial assurances. Our continued ability to obtain surety bonds, letters of credit or other financial 
assurances will depend on our capitalization, working capital and financial performance. Our ability to issue letters of credit is 
dependent upon the availability of adequate credit issued by our banks and could be negatively impacted by our compliance 
with our financial covenants. Future compliance with such financial covenants may be affected by factors beyond our control, 
including general or industry-specific economic downturns. We are also dependent on the overall bonding capacity, pricing and 
terms available in the surety markets. As such, we cannot guarantee our ability to maintain a sufficient level of bonding 
capacity in the future. The restriction, reduction or termination of our surety bond agreements could limit our ability to bid on 
new opportunities and would require us to issue letters of credit under our bank facilities in lieu of surety bonds, thereby 
reducing availability under our credit facility, which could have an adverse impact on our liquidity, business and results of 
operations.
Failure to remain in compliance with covenants or obtain waivers or amendments under our credit agreement could 
adversely impact our business.
Our credit agreement contains various financial covenants and restrictions, which includes maintaining a consolidated net 
leverage ratio of less than 3.0 to 1.0 and a consolidated interest coverage ratio of greater than 3.0 to 1.0. For more information 
on our credit agreement and the restrictions thereunder, see Note G of the Notes to Consolidated Financial Statements. Our 
ability to remain in compliance with such financial covenants and restrictions may be affected by factors beyond our control, 
including general or industry-specific economic downturns. If we fail to remain in compliance with such covenants and 
restrictions, absent an amendment or waiver, this could result in an event of default under the credit agreement. Among other 
things, the occurrence of an event of default could limit our ability to pay dividends, issue letters of credit, or obtain additional 
financing or result in acceleration of outstanding amounts under the credit agreement or a termination of the agreement, any of 
which could have an adverse impact on our liquidity, business and results of operations.
We extend credit to customers in conjunction with our performance under fixed-price contracts which subjects us to 
potential credit risks.
We typically agree to allow our customers to defer payment on projects until certain performance milestones have been met or 
until the projects are substantially completed, and customers often withhold some portion of amounts due to us as retainage. 
Our payment arrangements subject us to potential credit risk related to changes in business, financial markets and economic 
factors affecting our customers, including material changes in our customers' revenues or cash flows. If we are unable to collect 
amounts owed to us, or retain amounts paid to us, our cash flows would be adversely impacted, and we could experience losses 
if those amounts exceed current allowances. Any of these factors could adversely impact our business and results of operations. 
12

A significant portion of our revenues may be concentrated among a small number of customers and may be subject to the 
risks of particular industries.
Due to the nature and timing of large projects, a significant percentage of our revenues in a given period may result from one 
specific contract, customer or industry. For instance, we have a significant concentration of customers in the oil and gas, 
petrochemical and electric utility industries. Additionally, from time to time, one of our manufacturing facilities may have 
significant volume from one particular customer or industry that would be material to that facility. If such customers were to 
experience financial distress or a decline in business, or if the industries our customers concentrated in were to experience a 
significant change in the demand for such industry’s products or services, our revenue and results of operations could be 
adversely impacted.
Our international operations expose us to risks that are different from, or possibly greater than, the risks we are exposed to 
domestically and may adversely affect our operations.
Revenues associated with projects located outside of the United States, including revenues generated from our operations in the 
U.K. and Canada, accounted for approximately 16% of our consolidated revenues in Fiscal 2024. While our manufacturing 
facilities are located in developed countries with historically stable operating and fiscal environments, our business and results 
of operations could be adversely affected by a number of factors, including political and economic instability; social unrest, acts 
of terrorism, force majeure, war or other armed conflict; inflation; changes in tax laws; the application of foreign labor 
regulations; currency fluctuations, devaluations and conversion restrictions or governmental activities that limit or disrupt 
markets, restrict payments or limit the movement of funds and trade restrictions or economic embargoes imposed by the United 
States or other countries. Additionally, compliance with foreign and domestic import and export regulations, including laws and 
regulations of the U.S. Treasury Department’s Office of Foreign Assets Control, and anti-corruption laws, such as the U.S. 
Foreign Corrupt Practices Act or the U.K. Bribery Act 2010, and similar laws of other jurisdictions outside the United States, 
could adversely impact our ability to compete for contracts in the applicable governing jurisdiction. Moreover, the violation of 
such laws or regulations, by us or our representatives, could result in severe penalties including monetary fines, criminal 
proceedings and suspension of export privileges.
Additionally, fluctuating foreign currency exchange rates may impact our financial results. The functional currency of our 
foreign operations is typically the currency of the country in which the foreign operation is located. Accordingly, our financial 
performance is subject to fluctuations due to changes in foreign currency exchange rates relative to the U.S. dollar, and such 
fluctuations could adversely impact our financial position and results of operations.
Risk Factors Related to our Common Stock
Our stock price could decline or fluctuate significantly due to unforeseen circumstances that may be outside of our control. 
These fluctuations may cause our stockholders to incur losses.
Our stock price could fluctuate or decline due to a variety of factors including, but not limited to, the risk factors described 
herein, declines in the overall financial and economic outlook, timing and cancellation of projects, declines in new orders or 
backlog, changes in our estimated costs to complete projects, investors' opinions of the sectors and markets in which we operate 
or failure of our operating results to meet the expectations of securities analysts or investors, which could reduce investor 
confidence. These factors could adversely affect our business, and the trading price of our common stock could decline 
significantly.
There can be no assurance that we will declare or pay future dividends on our common stock.
Our Board of Directors has approved a regular quarterly dividend since our fiscal year ended September 30, 2014. The 
declaration, amount and timing of future dividends are subject to capital availability and determinations by our Board of 
Directors that cash dividends are in the best interest of our stockholders and in compliance with all respective laws and 
applicable agreements. Our ability to declare, increase or pay dividends will depend upon, among other factors, our financial 
condition, results of operations, cash flows, current and anticipated expansion plans, requirements under Delaware law and 
other factors that our Board of Directors may deem relevant. A reduction in or elimination of our dividend payments could have 
a material negative effect on our stock price.
13

We may issue preferred stock on terms that could adversely affect the voting power or value of our common stock.
Our certificate of incorporation authorizes us to issue, without the approval of our shareholders, one or more classes or series of 
preferred stock having such preferences, powers and relative, participating, optional and other rights, including preferences over 
our common stock respecting dividends and distributions, as our board of directors may determine. The terms of one or more 
classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we 
might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of 
specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation 
preferences we might assign to holders of preferred stock could affect the residual value of the common stock.
Risk Factors Related to Legal and Regulatory Matters
Our operations could be adversely impacted by the effects of government regulations.
We are subject to various government regulations in the United States as well as various international locations where we 
operate. These regulations cover several areas including Environmental, Social, and Governance (ESG) compliance, import and 
export controls, economic sanctions, data and privacy protection, transfer pricing rules, anti-bribery, anti-trafficking and anti-
trust provisions. These laws and regulations are administered by various state, federal and international agencies. Changes in 
laws or regulations, or policy goals, including those affecting oil and gas exploration and development activities or climate 
change matters and the resulting decisions by customers of ours and other industry participants, could reduce demand for our 
products and services or for those of our customers, which would have a negative impact on our operations. For example, the 
Inflation Reduction Act contains tax inducements and other provisions that incentivize investment, development and 
deployment of alternative energy sources and technologies, and at the United Nations Climate Change Conference in the United 
Arab Emirates in 2023, more than 190 governments reached a non-binding agreement to transition away from fossil fuels and 
encourage the growth and expansion of renewable energy. In addition, regulations may limit or prohibit the use of a class of 
chemicals known as per- and polyfluoroalkyl substances (PFAS), which are found in parts, components, and other materials 
used in products we manufacture or utilize. Such chemicals are critical to the manufacturing and functioning of many products, 
and there are limited technically and commercially feasible alternatives to them. These restrictions could adversely impact our 
business and results of operations by increasing our expenses or requiring us to alter manufacturing and assembly processes. 
Increased regulations and reporting requirements around the world may adversely affect the operators in the markets we serve. 
We cannot predict future changes in any country in which we operate or do business and how those changes may affect our 
ability to perform projects in those regions.
The Dodd-Frank Wall Street Reform and Consumer Protection Act requires disclosure of use of "conflict" minerals mined from 
the Democratic Republic of Congo and adjoining countries and our efforts to prevent the use of such minerals. In our industry, 
conflict minerals are most commonly found in metals. As there may be only a limited number of suppliers offering "conflict-
free" metals, we cannot be sure that we will be able to obtain necessary metals in sufficient quantities or at competitive prices. 
Also, we may face challenges with our customers and suppliers if we are unable to sufficiently verify that the metals used in our 
products are "conflict-free."
14

Actual and potential claims, lawsuits and proceedings could ultimately reduce our profitability and liquidity and weaken our 
financial condition.
We are currently involved or may be involved in legal, regulatory and other proceedings. These proceedings may include, 
without limitation, product liability matters, intellectual property matters, contract disputes or claims, pending or threatened 
litigation, governmental investigations, as well as employment, tax, environmental, or other matters. We could be named as a 
defendant in legal proceedings that claim damages in connection with the operation of our business. Most of the actions against 
us arise out of the normal course of our performing services or manufacturing equipment. These proceedings could lead to law 
enforcement actions, adverse changes to our business practices, fines and penalties, business remedies, or the assertion of 
private litigation claims or damages that could be material, and which could adversely impact our business and results of 
operations. Even if the proceedings we face or may face in the future are decided in our favor, or are unfounded, we may incur 
material expenses and such matters may require significant management attention, and may harm our reputation with 
customers, employees or investors. 
When appropriate, we establish estimated provisions against certain legal exposures, and we adjust such provisions from time 
to time according to ongoing developments related to each exposure, as well as any potential recovery from our insurance, if 
applicable. If, in the future, our assumptions and estimates related to such exposures prove to be inadequate or wrong, or our 
insurance coverage is insufficient, our business and results of operations could be adversely affected. In addition, claims, 
lawsuits and proceedings may harm our reputation or divert management resources away from operating our business. Losses 
arising from such events may or may not be fully covered by our various insurance policies or may be subject to deductibles or 
exceed coverage limits.
Changes in tax laws and regulations may change our effective tax rate and could have a material effect on our financial 
results.
We are subject to income taxes in the United States and numerous foreign jurisdictions. A change in tax laws, deductions or 
credits, treaties or regulations, or their interpretation, in the countries in which we operate, could result in a higher tax rate on 
our pre-tax income, which could have a material impact on our net income. For example, several jurisdictions have 
implemented or are expected to implement in the future, the Organization for Economic Co-operation and Development Pillar 
2, which is aimed at preventing base erosion and profit shifting, ensuring income is subject to a minimum level of taxation and 
preventing treaty misuse. The application of these provisions is not always certain, and jurisdictions are still developing their 
rules and interpretations with regard to the same. We are regularly under audit by tax authorities, and our tax estimates and tax 
positions could be materially affected by many factors including the final outcome of tax audits and related litigation, the 
introduction of new tax accounting standards, legislation, regulations and related interpretations, our global mix of earnings, the 
extent to which deferred tax assets are realized and changes in uncertain tax positions. A significant increase in our statutory tax 
rates or loss of our ability to claim Research and Development Tax Credits could have a material impact on our net income or 
loss and cash flow.
Failure to develop, obtain, enforce, and protect intellectual property rights or third-party claims that we are infringing on 
their intellectual property could harm our business. 
We hold various patents, trademarks, servicemarks, copyrights and licenses. Our success depends in part on our ability to 
develop technologies and inventions and other intellectual property, and obtain intellectual property rights and enforce such 
intellectual property rights worldwide. We cannot be certain we will be able to obtain patents or other intellectual property 
rights in our new technologies and inventions, or if we do, the scope of such rights may not be sufficiently broad to afford us 
any significant commercial advantage over our competitors. The technologies and inventions developed by us in the future may 
not be considered valuable by customers or provide us with a competitive advantage, or competitors may develop similar or 
identical technologies and inventions independently of us and before we do.
Effective protection of intellectual property rights is expensive and difficult to maintain, both in terms of application and 
maintenance costs, as well as the costs of defending and enforcing those rights. Competitors and other third parties may also 
challenge the ownership, validity, or enforceability of our patents or other intellectual property rights. Moreover, the laws of 
certain foreign jurisdictions do not recognize intellectual property rights or protect them to the same extent as do the laws of the 
United States. To the extent we do assert our intellectual property rights against third parties, we may not be successful and 
adequate remedies may not be available in the event of infringement or unauthorized use of our intellectual property rights, or 
disclosure of our trade secrets.
15

Third parties may in the future assert that we have infringed, misappropriated, or otherwise violated their intellectual property 
rights. We cannot assure that our current or future technologies are not infringing or violating intellectual property rights of 
third parties. In the event we face claims of infringement or misappropriation, we may face expensive litigation or 
indemnification obligations, be required to enter into licenses, and may be prevented from selling existing products and 
pursuing product development or commercialization. Even if such claims are without merit, we may be required to expend 
significant time and resources on the defense of such claims. If we are unable to sufficiently protect our patent and other 
proprietary rights or if we infringe on or misappropriate proprietary rights of others, our business, financial condition, results of 
operations, and cash flows could be adversely impacted.
Provisions of our charter documents or Delaware law could delay or prevent a change in control of our company, even if 
that change would be beneficial to our shareholders. 
The existence of some provisions in our corporate documents and certain aspects of Delaware law could delay or prevent a 
change of control of our company, even if that change would be beneficial to our shareholders. Provisions of our certificate of 
incorporation and our bylaws include provisions related to the classification, nomination and removal of directors and the 
ability of our shareholders to bring matters for action at our annual meetings, among other provisions. Provisions of Delaware 
law include certain restrictions on mergers and other business combinations between us and any holder of 15% or more of our 
outstanding common stock.
Such provisions may discourage, delay or prevent a merger, acquisition or other change in control that shareholders might 
otherwise consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares, 
and may frustrate or prevent any attempt by our shareholders to replace or remove our current management by making it more 
difficult to replace or remove our Board of Directors. 
Significant developments arising from tariffs and other economic proposals could adversely impact our business.
Additional restrictions or economic disincentives on United States or international trade such as significant increases in tariffs 
on goods could adversely impact our business. Changes in United States or international social, political, regulatory and 
economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the 
territories and countries where we currently develop and sell our products, and any negative sentiment towards the United 
States as a result of such changes, could adversely impact our business and results of operations.
Failures or weaknesses in our internal controls over financial reporting could adversely affect our ability to report on our 
financial condition and results of operations accurately or on a timely basis.
We are required to comply with Section 404 of the Sarbanes-Oxley Act of 2002, which requires, among other things, an 
assessment by our management of our internal control over financial reporting. Preparing our financial statements involves a 
number of complex processes, many of which are performed manually and dependent upon individual data input or review. We 
seek to maintain and strengthen our internal controls over operational and financial reporting. However, any system of controls 
has limitations, including the possibility of human error, availability of qualified personnel, circumvention or overriding of 
controls or fraud. Our failure to maintain effective internal controls over financial reporting could adversely affect our ability to 
report our financial results on a timely and accurate basis, which could result in a loss of investor confidence in our financial 
reports or a decline in our stock price, or have an adverse impact on our business and results of operations.
16

General Risk Factors
We carry insurance against many potential liabilities, but our management of risk may leave us exposed to unidentified or 
unanticipated risks.
Although we maintain insurance policies with respect to our estimated exposures, including certain casualty, property, 
professional, employee liability, business interruption, cybersecurity and self-insured medical programs, these policies contain 
deductibles, self-insured retentions and limits of coverage. In addition, we may not be able to continue to obtain insurance at 
commercially reasonable rates, or at the policy limits we may require or may be faced with liabilities not covered by insurance, 
such as, but not limited to, cybersecurity, environmental contamination, acts of war or terrorist attacks. We estimate our 
liabilities for known claims and unpaid claims and expenses based on information available as well as projections for claims 
incurred but not reported. However, insurance liabilities, some of which are self-insured, are difficult to estimate due to various 
factors. If any of our insurance policies, coverage limits or programs are not effective in mitigating our risks, we may incur 
losses that are not covered by our insurance policies, that are subject to deductibles or that exceed our estimated accruals or our 
insurance policy limits, which could adversely impact our business and results of operations. 
Catastrophic events, including natural disasters, health epidemics, acts of war and terrorism, climate change, among others, 
could disrupt our business.
The occurrence of catastrophic events, ranging from natural disasters and extreme weather conditions to health epidemics, to 
acts of war and terrorism, among others, could increase operating costs or disrupt or delay our ability to operate our business 
and complete projects for our customers and could potentially expose us to third-party liability claims or liquidated damages 
under our contracts. A significant portion of our operations are located near the Texas Gulf Coast; as a result, our operations 
have been and are subject to the potential impacts of weather-related events, including but not limited to hurricanes and 
flooding. Future weather events could cause significant damage to our property and equipment or customer projects and 
adversely impact our operations. In addition, global climate change may result in significant natural disasters occurring more 
frequently or with greater intensity, such as drought, wildfires, storms, sea-level rise, changing precipitation and flooding. Such 
events may adversely impact critical infrastructure, have the potential to disrupt our business, our third-party suppliers or the 
business of our customers, and may cause us to experience higher attrition, losses and additional costs to maintain or resume 
operations. We may declare the existence of a force majeure event under our contracts in certain situations; however, a 
customer may dispute our force majeure claim, which may result in additional liabilities. Losses or delays arising from such 
events may or may not be fully covered by our various insurance policies or may be subject to deductibles or exceed coverage 
limits. In addition, such events could result in temporary or long-term delays of existing projects as well as cancellations of 
orders for raw materials from our suppliers that could impact our project execution. These situations or other disruptions are 
outside of our control and may adversely impact our business and results of operations. 
A failure in our business systems or cybersecurity attacks on any of our facilities, or those of third parties, could adversely 
affect our business, results of operations and reputation.
We rely on information technology systems, networks and infrastructure in managing our day-to-day operations. In the event of 
systems failure or interruption, including those related to force majeure, telecommunications failures, criminal acts, including 
hardware/software break-ins, extortion attempts, viruses, or other cybersecurity incidents, we may have limited ability to affect 
the timing and success of systems restoration, and any resulting interruption in our ability to manage or operate our business 
could have a material adverse effect on our operating results and reputation.
Increased global information technology cybersecurity threats and more sophisticated and targeted computer crime pose a risk 
to the security of our systems and networks, and the confidentiality, availability and integrity of our data and communications. 
While we attempt to mitigate these risks by employing a number of measures, including employee education, comprehensive 
monitoring of our networks and systems, and maintenance of backup and protective systems, our systems, networks and 
products remain potentially vulnerable to advanced persistent threats. Depending on their nature and scope, such threats could 
potentially lead to the compromise of confidential information and communications, improper use of our systems and networks, 
manipulation and destruction of data, defective products, production downtimes and operational disruptions, which in turn 
could adversely affect our reputation, competitiveness and results of operations. 
If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures and 
our products could be harmed. We could lose potential projects and existing customers, our ability to operate our business could 
be impaired, we may incur significant liabilities, we could suffer harm to our reputation and competitive position, and our 
operating results could be negatively impacted.
17

Our insurance coverage may not be sufficient to compensate for all liability relating to any actual or potential disruption or 
other security breach or incident. We cannot be certain that our coverage will be adequate for liabilities actually incurred, that 
insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny 
coverage as to any future claim. The successful assertion of one or more large claims against us that exceed available insurance 
coverage, or the occurrence of changes in our insurance policies, including premium increases or the imposition of large 
deductible or co-insurance requirements, could have a material adverse effect on our business, including our financial condition, 
operating results, and reputation.
Any significant disruption or failure of our business systems or cybersecurity infrastructure could damage our reputation and 
have a material adverse effect on our business and results of operations.
Data privacy, data protection, and information security may require significant resources and present certain risks.
We collect, store, and otherwise process certain confidential or sensitive data, including personal data and other information 
that is subject to laws, regulations, customer-imposed controls, or other actual or asserted obligations. The laws, regulations, 
standards, and other actual and asserted obligations relating to privacy and information security to which we may be subject, in 
the United States and globally, are evolving. For example, in the European Union, the General Data Protection Regulation 
imposes stringent requirements applicable to processing personal data and provides for substantial penalties for noncompliance, 
and in the United States, California and numerous other states have adopted comprehensive privacy laws, with other states 
considering such laws. Many jurisdictions around the world have passed or are considering laws and regulations relating to 
privacy, data protection, and cybersecurity, including laws that impose cross-border data transfer restrictions and require certain 
personal data to be maintained on local servers.
Any actual or perceived failure to comply with applicable laws, regulations, or contractual or other actual or asserted 
obligations to which we are or are alleged to be subject relating to privacy, data protection, or cybersecurity could result in 
claims, litigation, and regulatory investigations and other proceedings, as well as damage to our reputation. These could result 
in substantial costs, diversion of resources, fines, penalties, and other damages and liabilities, and harm to our customer 
relationships, our market position, and our ability to attract new customer engagements. Any of these could harm our business, 
financial condition, results of operations, and cash flows, potentially in a material manner. 
Changes in and compliance with ESG initiatives could adversely impact our business. 
There has been an increased focus on ESG matters by consumers, investors, as well as by governmental and non-governmental 
organizations. For example, organizations that provide ESG information to investors have developed ratings processes for 
evaluating a business entity’s approach to ESG matters. Although currently no universal rating standards exist, certain investors 
use these scores to benchmark businesses against their peers and, if a business entity is perceived as lagging, these investors 
may engage with the entity to demand improved ESG disclosure or performance. Consequently, a low sustainability score could 
result in exclusion of our securities from consideration by certain investment funds, engagement by investors seeking to 
improve such scores and a negative perception of our operations by certain investors. To the extent that our ESG initiatives are 
deemed to be insufficient by stakeholders, this could adversely impact our business, results of operations, stock price or 
competitive position.
Private lawsuits or enforcement actions by federal, state, provincial or foreign regulatory agencies may materially increase our 
costs. Certain environmental laws may make us potentially liable for the remediation of contamination at or emanating from our 
properties or facilities. Although we seek to obtain indemnities against liabilities relating to historical contamination at the 
facilities we own or operate, we cannot provide any assurance that we will not incur liabilities relating to the remediation of 
potential contamination, including contamination we did not cause. These potential environmental liabilities may or may not be 
fully covered by our various insurance policies and may adversely affect our business and results of operations.
Climate change regulations could require us or our customers to incur additional expenditures to either purchase new, or modify 
existing equipment or processes. These laws and regulations may also increase the cost of raw materials from our suppliers. The 
potential for future ESG and climate risk reporting requirements may result in additional costs to monitor, track and report 
sustainability measures. Additionally, increased attention to climate change, conservation measures, energy transition, negative 
attitudes toward oil and natural gas production and consumer demand for alternatives to hydrocarbons could reduce the demand 
for oil and gas applications. This, in turn, could adversely impact the demand for the products produced by our customers and, 
therefore, reduce demand for our products, which could adversely impact our business and results of operations. 
18

The departure of key personnel could disrupt our business.
We depend on the continued efforts of our executive officers, senior management and other key personnel. We cannot be 
certain that any individual will continue in such capacity for any particular period of time. The loss of key personnel, or the 
inability to hire, train and retain qualified employees, could negatively impact our ability to perform and manage our business.
19

Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Cybersecurity Risk Management and Strategy
Cybersecurity represents an important component of our overall approach to enterprise risk management. Our cybersecurity 
policies and processes are fully integrated into our Enterprise Risk Management program and are based on the National Institute 
of Standards and Technology Framework for Improving Critical Infrastructure Cybersecurity (NIST Cybersecurity 
Framework), a toolkit for organizations to manage cybersecurity risk in its assessment of cybersecurity capabilities and in 
developing cybersecurity priorities. In addition to internal assessments, our cybersecurity strategy and capabilities are evaluated 
and audited against the NIST Framework and industry best practices by independent, third-party, leading specialists in 
cybersecurity. We strive to create a culture of cybersecurity resilience and awareness. This tone is set from the top and 
continuously reinforced with our employees through education and regular testing. We continue to improve our programs and 
invest in the security of our systems, operations, people, infrastructure, and cloud environments. Our cybersecurity strategy 
seeks to follow industry best practices designed to ensure compliance with applicable global privacy and regulatory 
requirements. To protect our customers, we administer physical, technological and administrative controls on data privacy and 
security. We regularly validate our security controls by performing penetration testing, compliance audits, as well as proactive 
security testing to ensure our systems and controls are secure. The Board of Directors is briefed on our strategy and roadmap in 
alignment with the NIST Cybersecurity Framework. The Board receives annual updates on program maturity, cybersecurity 
risks, threat landscape and overall program progress.
Our cybersecurity risk management program is focused on the following key areas:
Education and Awareness
We provide required security awareness education and training to our employees and contractors with system access that 
focuses on various aspects of the cybersecurity world. Users of Powell's internal systems are required to complete an annual 
cybersecurity awareness training and are tested for awareness on a regular basis. We also provide tailored training courses to 
functional technology employees and employees who process personal or sensitive information.
Threat Management, Incident Response, and Recovery Planning
We have established and maintain a comprehensive incident response and recovery plan designed to identify, contain and 
eradicate cybersecurity threats, with recovery from an incident as rapidly as possible. Our information security team utilizes 
threat technologies and vendors to monitor and respond to security threats via a 24/7/365 Security Operations Center. In the 
event of a security incident, a defined procedure outlines containment, response and immediate recovery actions. The incident 
response plan is tested, evaluated and updated no less than on an annual basis.
Data and Consumer Privacy 
Our data and consumer privacy program monitors, adapts to and works diligently to comply with changes in global privacy 
legislation. We have implemented technical, procedural and organizational measures designed to comply with applicable data 
protection and consumer privacy laws. We conduct external benchmarking, as well as privacy compliance audits, to stay abreast 
of developing privacy laws and understand developing risks, best practices and industry trends. 
Third-Party Risk Management
We recognize the risks associated with the use of vendors, service providers, and other third parties that provide information 
system services to us, process information on our behalf, or have access to our information systems. The Company has 
processes in place to oversee and manage these risks. We have an information risk management program that includes a vendor 
risk assessment process, whereby we systematically oversee and identify risks from cybersecurity threats related to our use of 
key third-party service providers.
20

Cybersecurity Governance
Our executive management team and Board of Directors oversee our policies with respect to risk assessment and the 
management of those risks that may be material to us, including cybersecurity risks. Our Board of Directors has delegated 
responsibility to the Audit Committee for the oversight of cybersecurity risks. While cybersecurity resilience is the 
responsibility of every employee and contractor, the cybersecurity program is led by the Chief Information Security Officer 
who reports to the Chief Information Officer. Our Chief Information Security Officer has extensive experience in network 
engineering and cybersecurity operations from both a practical and management standpoint. He leads global teams in 
cybersecurity and infrastructure operations and regularly attends training in cybersecurity and risk mitigation. The Information 
Technology (IT) Cybersecurity Risk Management Committee, comprising senior IT leaders, meets quarterly and reviews 
trending risks and remediation efforts, and reports to the Audit Committee. When necessary, we assign resources to mitigate 
and evaluate risks to the enterprise level as part of our Enterprise Risk Management program.
The Audit Committee receives a comprehensive annual report of cybersecurity risks, threat landscape, and overall program 
status. On an annual basis, the Chief Information Security Officer reports to the Audit Committee on various metrics on threat 
management, incident response and recovery planning, along with industry benchmarks. The Audit Committee reports on these 
matters to our Board of Directors as needed. In addition, the Chief Information Security Officer periodically presents directly to 
our Board of Directors on our cybersecurity program. 
We believe that the risks from cybersecurity threats thus far, including any previous cybersecurity incidents, have no material 
impact on our business including our business strategy, financial condition or results of operations. For additional information 
about the cybersecurity risks, see Item 1A. Risk Factors.
Item 2. Properties
We own our principal manufacturing and fabrication facilities and periodically lease smaller facilities throughout the United 
States, Canada and the U.K. Our facilities are generally located in areas that are readily accessible to materials and labor pools 
and are maintained in good condition. These facilities are expected to meet our needs for the foreseeable future.
We own 100% of the offices and facilities in the following principal locations as of September 30, 2024: 
Location
Description
Acres
Approximate
Square Footage
Houston, TX
Corporate office and manufacturing facility
 
21.4 
 
428,515 
Houston, TX
Office and manufacturing facility
 
53.4 
 
290,554 
Houston, TX
Office, fabrication facility, bulkhead and yard
 
62.4 
 
82,320 
Houston, TX
Office and warehouse facility
 
9.3 
 
37,200 
North Canton, OH
Office and manufacturing facility
 
8.0 
 
115,200 
Northlake, IL
Office and manufacturing facility
 
10.0 
 
103,500 
Bradford, U.K.
Office and manufacturing facility
 
7.9 
 
129,200 
Acheson, Alberta, Canada
Office and manufacturing facility
 
20.1 
 
330,168 
Item 3. Legal Proceedings
We are involved in various legal proceedings, claims and other disputes arising from our commercial operations, projects, 
employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. 
Although we can give no assurances about the resolution of pending claims, litigation or other disputes and the effect such 
outcomes may have on us, management believes that any ultimate liability resulting from the outcome of such proceedings, to 
the extent not otherwise provided or covered by insurance, will not have a material adverse effect on our consolidated financial 
position or results of operations or liquidity. 
Item 4. Mine Safety Disclosures
Not applicable.
21

Information About Our Executive Officers
The current executive officers of Powell are as follows:
Name
Age*
Current Position with Powell
Brett A. Cope
56
President and Chief Executive Officer, Chairman of the Board
Michael W. Metcalf
57
Executive Vice President, Chief Financial Officer
Robert B. Callahan
67
Vice President, Chief Human Resources Officer and Chief Information Officer
*As of November 20, 2024.
There are no family relationships among any of the executive officers named above or any member of our Board of Directors. 
The Board of Directors annually appoints the executive officers to serve.
Brett A. Cope has served as Powell’s President and Chief Executive Officer since October 2016 and as the Chairman of the 
Board of Directors since 2019. 
Michael W. Metcalf has served as Powell’s Executive Vice President, Chief Financial Officer since December 2018.  
Robert B. Callahan has served as Powell’s Vice President, Chief Human Resource Officer since 2010, and became Vice 
President, Chief Human Resource Officer and Chief Information Officer in 2019.
22

PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our common stock trades on the NASDAQ Global Market (NASDAQ) under the symbol “POWL.” 
Holders
As of November 18, 2024, there were 200 stockholders of record of our common stock. 
Dividend Policy
We paid cash dividends to our common stockholders in each quarter of Fiscal 2024 and expect comparable cash dividend 
payments in the future. However, future cash dividend payments will depend on future earnings, capital requirements, financial 
condition and debt covenants.  
23

Performance Graph 
The following Performance Graph and related information shall not be deemed “soliciting material” or to be “filed” with the 
SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933 or 
Securities Exchange Act of 1934, each as amended, except to the extent that we specifically incorporate it by reference into 
such filing.
In our Form 10-K for the fiscal year ended September 30, 2023, the performance graph included a peer index (the “Previous 
Industrial Electrical Equipment Group”) composed of Ameresco, Inc.; A.O. Smith Corporation; AZZ Inc.; Belden Inc.; CECO 
Environmental; Daktronics Inc.; EnerSys; Franklin Electric Co, Inc.; Gibraltar Industries, Inc.; LittelFuse Inc.; LSI Industries 
Inc.; Matthews International Corporation; Preformed Line Products Company; Thermon Group Holdings Inc. and Woodward, 
Inc. As a continuing effort to align our peer group with our industry, market capitalization, location and other factors, we have 
replaced A.O. Smith Corporation with Sterling Infrastructure, Inc. Accordingly, the new Industrial Electrical Equipment Group 
is composed of Ameresco, Inc.; AZZ Inc.; Belden Inc.; CECO Environmental; Daktronics Inc.; EnerSys; Franklin Electric Co, 
Inc.; Gibraltar Industries, Inc.; LittelFuse Inc.; LSI Industries Inc.; Matthews International Corporation; Preformed Line 
Products Company; Sterling Infrastructure, Inc.; Thermon Group Holdings Inc. and Woodward, Inc. (collectively, the “New 
Industrial Electrical Equipment Group”).
The following graph compares, for the period from October 1, 2019 to September 30, 2024, the cumulative stockholder return 
on our common stock with the cumulative total return on the IShares Russell 2000, the Invesco S&P SmallCap 600 Energy, the 
new Industrial Electrical Equipment Group and the previous Industrial Electrical Equipment Group. The comparison assumes 
that $100 was invested on October 1, 2019, in our common stock, the IShares Russell 2000, the Invesco S&P SmallCap 600 
Energy, the new Industrial Electrical Equipment Group and the previous Industrial Electrical Equipment Group, and that all 
dividends were re-invested. The stock price performance reflected on the following graph is not necessarily indicative of future 
stock price performance.
24

Item 6. [Reserved]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations for the twelve months ended 
September 30, 2024 compared to the twelve months ended September 30, 2023 should be read in conjunction with the 
accompanying consolidated financial statements and related notes included in this Annual Report. For discussion and analysis 
of our financial condition and results of operations for Fiscal Year 2023 as compared to Fiscal Year 2022, please refer to Part 
II, Item 7. “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Form 10-K for 
the fiscal year ended September 30, 2023, filed with the SEC on December 6, 2023. Any forward-looking statements made by or 
on our behalf are made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers 
are cautioned that such forward-looking statements involve risks and uncertainties, and the actual results may differ materially 
from those projected in the forward-looking statements. For a description of the risks and uncertainties, please see 
“Cautionary Statement Regarding Forward-Looking Statements” and Part I, Item 1A. “Risk Factors” included elsewhere in 
this Annual Report.
Executive Overview
We develop, design, manufacture and service custom-engineered equipment and systems that distribute, control and monitor the 
flow of electrical energy and provide protection to motors, transformers and other electrically powered equipment. We are 
headquartered in Houston, Texas and primarily serve the oil and gas and petrochemical markets, the electric utility market, and 
commercial and other industrial markets. Beyond these major markets, we also provide products and services to the light rail 
traction power market and other markets that include universities and government entities. We are continuously developing new 
channels to electrical markets through original equipment manufacturers and distribution market channels. For additional 
information on the markets we serve, see “Markets” in Part I, Item 1 of this Annual Report.
In Fiscal 2024, we reported revenues of $1.0 billion, net income of $149.8 million, and generated $108.7 million in cash from 
operating activities. As of September 30, 2024, we had total assets of $928.2 million.
Outlook
Our backlog was $1.3 billion as of September 30, 2024, of which approximately $849 million is expected to be recognized as 
revenue during our fiscal year ending September 30, 2025. Although current commercial activity remains active in most of the 
markets that we compete in, we remain attentive to the macro environment and geopolitical events that may have an impact on 
future market activity.  
Oil and gas and petrochemical markets. Our order activity remains strong in these markets. The North American market is 
responding to increased international demand for LNG and gas-to-chemical processes utilizing low-cost gas feedstocks. We 
believe the fundamentals of the U.S. natural gas market, through abundant supply and low cost, will continue to support 
investments in LNG, related gas processing, and petrochemical processes, and as a result, will continue to sustain our order 
activity associated with such markets. In addition to the traditional crude oil refining and other oil and gas downstream 
processes, we have recently expanded our end markets into hydrogen production, carbon capture as well as alternative fuels, 
such as biofuels and sustainable aviation fuel, in response to the demand for clean energy.  
Electric utility market. Aligned with our strategy of end-market diversification, we seek to continue our focus and growth in 
electrical distribution substations, while also addressing a resurgence of power generation investment in this market.
Commercial and other industrial markets. We have experienced strong growth in these end markets driven by a mix of factors 
including increased investment in commercial and light industrial facilities for the production of various goods, the expansion 
of data centers and cloud computing, as well as the growing demand in industrial applications to support new technologies 
driving the energy transition. We are cautiously optimistic regarding the anticipated investment across AI applications that may 
drive data center growth and subsequently power generation demand. 
25

Business Environment
The markets in which we participate are capital-intensive and cyclical in nature. Cyclicality is predominantly driven by 
customer demand, global economic and geopolitical conditions and anticipated environmental, safety or regulatory changes that 
affect the manner in which our customers proceed with capital investments. Our customers analyze various factors, including 
the demand and price for oil, gas and electrical energy, the overall economic and financial environment, governmental budgets, 
regulatory actions and environmental concerns. These factors influence the release of new capital projects by our customers, 
which are traditionally awarded in competitive bid situations. Scheduling of projects is matched to customer requirements, and 
projects typically take a number of months to produce. Schedules may change during the course of any particular project, and 
our operating results can, therefore, be impacted by factors outside of our control.
Our operating results are impacted by several factors such as the timing of new order awards, project backlog, changes in 
project cost estimates, customer approval of final engineering specifications and delays in customer construction schedules, all 
of which contribute to short-term earnings variability and the timing of project execution. Our operating results also have been, 
and may continue to be, impacted by the timing and resolution of change orders and the resolution of potential contract claims 
and liquidated damages, all of which could improve or deteriorate gross margins during the period in which these items are 
resolved with our customers. Disruptions in the global supply chain have negatively impacted and may continue to negatively 
impact our business and operating results due to the limited supply of, delays for and uncertainty in the timing of the receipt of 
key component parts and commodities. We continue to remain focused on the variables that impact our markets as well as cost 
management, labor availability and supply chain challenges. 
We are subject to inflation, which can cause increases in our costs of labor, indirect expenses and raw materials, primarily 
copper, aluminum and steel. Fixed-price contracts can limit our ability to pass these increases to our customers, thus negatively 
impacting our earnings and operations in future periods.
During Fiscal 2024, we experienced commodity price volatility, in addition to the ongoing supply chain delays for specific 
engineered components that have been persistent. We are working closely with our suppliers to meet our customer 
commitments. In response to the increased cost environment and supply chain challenges, we strive to effectively manage our 
product pricing, delivery schedules and bid validity dates with our customers, as well as improve factory efficiencies and 
project execution, and as a result our gross margins have been improved in Fiscal 2024.
Results of Operations
Twelve Months Ended September 30, 2024 Compared to Twelve Months Ended September 30, 2023 
Revenue and Gross Profit 
Revenues and costs are primarily related to custom engineered-to-order equipment and systems and are accounted for under 
percentage-of-completion accounting, which precludes us from providing detailed price and volume information. 
Revenues increased by 45%, or $313.0 million, to $1.0 billion in Fiscal 2024, primarily driven by the increase in project 
backlog resulting from large contracts awarded during Fiscal 2023 and strong bookings throughout Fiscal 2024. Domestic 
revenues increased by 52%, or $288.6 million, to $846.5 million in Fiscal 2024. International revenues increased by 17%, or 
$24.5 million, to $165.8 million in Fiscal 2024. Our international revenues include both revenues generated from our 
international facilities as well as revenues from export projects generated at our domestic facilities. 
In Fiscal 2024, revenue from our core oil and gas market (excluding petrochemical) increased by 53%, or $144.1 million, to 
$417.2 million in Fiscal 2024; petrochemical market revenue increased by 97%, or $91.4 million, to $185.6 million; revenue 
from our electric utility market increased by 18%, or $28.1 million, to $186.5 million; commercial and other industrial market 
revenue increased by 44%, or $45.9 million, to $149.9 million; and revenue from all other markets combined increased by 23%, 
or $9.6 million to $51.1 million. These increases in revenue were driven by improved market conditions in most of our end 
markets, increased capital spending in our core oil, gas and petrochemical markets, as well as our strategic effort to expand our 
business into electric utility and commercial and other industrial markets. Revenue from our light rail traction power market 
decreased by 22%, or $6.1 million, to $22.0 million in Fiscal 2024 due to less project volume in this market. For additional 
information on the markets we serve, see “Markets” in Part I, Item 1 of this Annual Report.
26

Gross profit increased by 85%, or $125.5 million, to $273.1 million in Fiscal 2024. Gross profit as a percentage of revenues 
increased to 27% in Fiscal 2024 as compared to 21% in Fiscal 2023. This increase in gross profit is attributable to the higher 
volume levels across all of Powell's manufacturing facilities generating favorable volume leverage, strong project execution, 
and continuing effort to improve factory efficiencies while also managing product pricing that corresponds to current cost 
levels. 
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased by 8%, or $6.1 million, to $84.9 million in Fiscal 2024, primarily due to 
increased compensation expense and higher spending on infrastructure improvements. Selling, general and administrative 
expenses as a percentage of revenues decreased to 8% in Fiscal 2024, compared to 11% in Fiscal 2023, resulting from higher 
revenues on our existing cost structure.
Income Tax Provision
We recorded an income tax provision of $46.2 million in Fiscal 2024, resulting in an effective tax rate of 24%, compared to an 
income tax provision of $14.4 million in Fiscal 2023 at an effective tax rate of 21%. In Fiscal 2024, the effective tax rate was 
favorably impacted by the estimated Research and Development (R&D) Tax Credit and tax benefits related to the vesting of 
restricted stock units. These items were offset by state income tax expense, certain non-deductible items, and the tax impact of 
U.S. global intangible income. 
In Fiscal 2023, the effective tax rate approximated the U.S. federal statutory rate. The favorable impacts of the estimated R&D 
Tax Credit and the release of the valuation allowance previously recorded against the U.K. net deferred tax assets in the amount 
of $1.9 million were offset by state income tax expense, certain non-deductible items and the tax impact of U.S. global 
intangible income.
Net Income
In Fiscal 2024, we recorded net income of $149.8 million, or $12.29 per diluted share, compared to net income of $54.5 
million, or $4.50 per diluted share in Fiscal 2023. This increase in net income is primarily due to higher revenues coupled with 
improved gross profit margins, as well as our disciplined cost structure.
Backlog 
The order backlog, which is our remaining unsatisfied performance obligations, represents the estimated transaction price for 
goods and services for which we have a material right, but work has not been performed. The order backlog at September 30, 
2024 was $1.3 billion, consistent with our backlog at September 30, 2023. Bookings, net of cancellations and scope reductions, 
decreased by 24% in Fiscal 2024 to $1.1 billion, compared to $1.4 billion in Fiscal 2023. Despite strong bookings in Fiscal 
2024, the decrease in bookings was due to a normalization of the oil and gas sector with fewer large orders awarded in this 
sector during Fiscal 2024. 
Liquidity and Capital Resources 
As of September 30, 2024, current assets exceeded current liabilities by 1.8 times.
Cash, cash equivalents and short-term investments increased to $358.4 million at September 30, 2024, compared to $279.0 
million at September 30, 2023. This increase in cash, cash equivalents and short-term investments was primarily driven by our 
improved earnings due to increased project margins and volumes, partially offset by working capital allocated to projects in our 
order book, capital spending, as well as dividend payments. We believe that our cash, cash equivalents and short-term 
investments, as well as available borrowings under our U.S. credit facility, will be sufficient to support our future operating 
activities, working capital requirements, payment of dividends and capital spending, as well as research and development 
initiatives for the next twelve months and beyond. 
On October 4, 2023, we entered into a third amendment (the Third Amendment) to our credit agreement with Bank of America, 
N.A. (as amended, the U.S. Revolver). The Third Amendment which added Texas Capital Bank as Syndication Agent and a 
lender, increased the amount of the revolving line of credit from $125.0 million to $150.0 million, and extended the expiry date 
to October 4, 2028. The aggregate commitment of $150.0 million consists of $100.0 million committed by Bank of America 
and $50.0 million committed by Texas Capital Bank. As amended by the Third Amendment, the lesser of (a) $60 million, (b) 
60% of available cash, and (c) the aggregate face amount of the issued but undrawn letters of credit that are not cash-secured 
shall be deducted from consolidated funded indebtedness, when calculating the consolidated net leverage ratio. We have the 
27

option to cash collateralize all or a portion of the letters of credit outstanding, which would favorably impact the consolidated 
funded indebtedness calculation and the consolidated net leverage ratio. On June 26, 2024, in connection with the expected 
discontinuation of the publication of the Canadian Dollar Offered Rate (CDOR), we further amended the U.S. Revolver by 
entering into a Canadian benchmark replacement conforming changes amendment with Bank of America, N.A. that added and 
amended certain terms related to the replacement of the CDOR as a benchmark rate with the forward-looking term rate based 
on the Canadian Overnight Repo Rate Average. On September 24, 2024, in connection with the expected discontinuation of the 
publication of the Bloomberg Short-Term Bank Yield Index Rate as administered by the Bloomberg Index Service Limited 
(BSBY), we further amended the U.S. Revolver by entering into a conforming changes amendment with Bank of America, 
N.A. that added and amended certain terms related to the replacement of the BSBY as a benchmark rate with the Secured 
Overnight Financing Rate (SOFR) as administered by the Federal Reserve Bank of New York.  
As of September 30, 2024, there were no amounts borrowed under the U.S. Revolver, and letters of credit outstanding were 
$63.8 million. There was $86.2 million available for the issuance of letters of credit and borrowings under the U.S. Revolver as 
of September 30, 2024. For further information regarding our debt, see Notes G and H of Notes to Consolidated Financial 
Statements.
Approximately $77.7 million of our cash, cash equivalents and short-term investments at September 30, 2024 was held outside 
of the U.S. for our international operations. It is our intention to indefinitely reinvest all current and future foreign earnings 
internationally in order to ensure sufficient working capital to support our international operations. In the event that we elect to 
repatriate some or all of the foreign earnings that were previously deemed to be indefinitely reinvested outside the U.S., we may 
incur additional tax expense upon such repatriation under current tax laws.
Cash Flows
Operating Activities 
Operating activities provided net cash of $108.7 million during Fiscal 2024 and provided net cash of $182.6 million during 
Fiscal 2023. Cash flow from operations is primarily influenced by project volume and margins, as well as working capital 
requirements, the timing of milestone payments from our customers, and payment terms with our suppliers. The decrease in 
operating cash flow was primarily due to working capital impact as we allocate capital to the projects in the order book, 
partially offset by higher net income resulting from increased project volume and improved project margins. 
Investing Activities
Investing activities used $21.9 million of cash during Fiscal 2024 and used $26.6 million in Fiscal 2023. The decrease in cash 
used in investing activities during Fiscal 2024 was primarily due to lower net purchase of short-term investments, partially 
offset by higher capital spending on property, plant and equipment in Fiscal 2024. During Fiscal 2024, our purchase of short-
term investments was $9.7 million compared with net purchase of short-term investments of $18.8 million in Fiscal 2023. In 
July 2024, we made a cash purchase of land and buildings in Houston, Texas for $5.6 million to help further facilitate executing 
the current backlog as well as planning for modest future volume growth. In addition, we acquired intellectual property in 
December 2023 for a total consideration of $0.5 million, of which $250 thousand was paid in cash.
Financing Activities 
Net cash used in financing activities was $19.3 million during Fiscal 2024 compared to $13.1 million used during Fiscal 2023. 
The increase in cash used in financing activities was primarily due to cash payments related to shares withheld in lieu of 
employee tax withholding, largely driven by the significant increase in our share price during Fiscal 2024 compared to Fiscal 
2023.
Planned Capital Spending
We have planned capital spending of approximately $11 million on a facility expansion project at our products factory in 
Houston. We expect to complete the expansion project by mid-Fiscal 2025. We have spent $1.5 million on the expansion 
project in Fiscal 2024. 
28

Other Commercial Commitments 
We are contingently liable for letters of credit and bank guarantees totaling $71.0 million as of September 30, 2024, with the 
following potential cash outflows in the event that we are unable to perform under our contracts (in thousands):
Payments Due by Period:
Letters of
Credit/ Bank 
Guarantees
Less than 1 year    ................................................................................................................................................ $ 
27,587 
1 to 3 years    ........................................................................................................................................................  
42,336 
More than 3 years     .............................................................................................................................................  
1,064 
Total commercial commitments     ....................................................................................................................... $ 
70,987 
We also had surety bonds totaling $426.8 million that were outstanding at September 30, 2024. Surety bonds are primarily used 
to guarantee our contract performance to our customers.
Off-Balance Sheet Arrangements
We had no significant off-balance sheet arrangements during the periods presented.
Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United 
States (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and 
liabilities, disclosures of contingent assets and liabilities known to exist at the date of the consolidated financial statements and 
the reported amounts of revenues and expenses during the reporting period. We evaluate our estimates on an ongoing basis, 
based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. 
There can be no assurance that actual results will be consistent with those estimates. 
We believe the following accounting estimates to be critical in the preparation and reporting of our consolidated financial 
statements.
Revenue Recognition
Our revenues are primarily generated from the manufacturing of custom-engineered products and systems under long-term 
fixed-price contracts under which we agree to manufacture various products such as traditional and arc-resistant distribution 
switchgear and control gear, medium-voltage circuit breakers, monitoring and control communications systems, motor control 
centers, switches and bus duct systems. These products may be sold separately as an engineered solution, but are typically 
integrated into custom-built enclosures which we also build. These enclosures are referred to as power control room substations 
(PCRs®), custom-engineered modules or electrical houses (E-Houses). Some contracts may also include the installation and 
commissioning of these enclosures.
Revenue from these contracts is generally recognized over time utilizing the cost-to-cost method. Under the cost-to-cost 
method, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated 
costs at completion of the performance obligation. We believe that this method is the most accurate representation of our 
performance because it directly measures the value of the services transferred to the customer over time as we incur costs on 
our contracts. Contract costs include all direct materials, labor and indirect costs related to contract performance, which may 
include indirect labor, supplies, tools, repairs and depreciation costs.
29

Performance Obligations 
A performance obligation is a promise in a contract or with a customer to transfer a distinct good or service. A contract’s 
transaction price is allocated to each distinct performance obligation and recognized as revenue as the performance obligations 
are satisfied. To determine the proper revenue recognition for contracts, we evaluate whether a contract should be accounted for 
as more than one performance obligation or, less commonly, whether two or more contracts should be combined and accounted 
for as one performance obligation. This evaluation of performance obligations requires significant judgment. The majority of 
our contracts have a single performance obligation where multiple engineered products and services are combined into a single 
custom-engineered solution. Our contracts include a standard one-year assurance warranty. Occasionally, we provide service-
type warranties that will extend the warranty period. These extended warranties qualify as separate performance obligations, 
and revenue is deferred and recognized over the warranty period. If we determine during the evaluation of the contract that 
there are multiple performance obligations, we allocate the transaction price to each performance obligation using our best 
estimate of the standalone selling price of each distinct good or service in the contract. 
Contract Estimates 
Actual revenues and project costs may vary from previous estimates due to changes in a variety of factors. The cost estimation 
process is based on the professional knowledge and experience of our engineers, project managers and financial professionals. 
Factors that are considered in estimating the work to be completed and ultimate contract recovery include the availability and 
productivity of labor, the nature and complexity of the work to be performed, the availability of materials, and the effect of any 
delays on our project performance. We periodically review our job performance, job conditions, estimated profitability and final 
contract settlements, including our estimate of total costs and make revisions to costs and income in the period in which the 
revisions are probable and reasonably estimable. We bear the risk of cost overruns in most of our contracts, which may result in 
reduced profits. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed 
estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. See Note E of Notes 
to Consolidated Financial Statements for disclosures related to changes in contract estimates.
Variable Consideration
It is common for our long-term contracts to contain variable consideration that can either increase or decrease the transaction 
price. Due to the nature of our contracts, estimating total cost and revenue can be complex and subject to variability due to 
change orders, back charges, spare parts, early completion bonuses, customer allowances and liquidated damages. We estimate 
the amount of variable consideration based on the expected value method, which is the sum of probability-weighted amounts, or 
the most likely amount method, which uses various factors including experience with similar transactions and assessment of our 
anticipated performance. Variable consideration is included in the transaction price if legally enforceable and to the extent it is 
probable that a significant reversal of cumulative revenue recognized will not occur once the uncertainty associated with the 
variable consideration is resolved. 
Contract Modifications
Contracts may be modified for changes in contract specifications and requirements. We consider contract modifications to exist 
when the modification either creates new or changes the enforceable rights and obligations under the contract. Most of our 
contract modifications are for goods and services that are not distinct from the existing performance obligation. Contract 
modifications result in a cumulative catch-up adjustment to revenue based on our measure of progress for the performance 
obligation.
Impairment of Long-Lived Assets
We review long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value may 
not be realizable. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are 
compared to the asset’s carrying amount to determine if recording an impairment of such asset is necessary. This requires us to 
make long-term forecasts of the future revenues and costs related to the assets subject to review. Forecasts require assumptions 
about demand for our products and future market conditions. Estimating future cash flows requires significant judgment, and 
our projections may vary from cash flows eventually realized. Future events and unanticipated changes to assumptions could 
require a provision for impairment in a future period. The effect of any impairment would be reflected in operating income in 
the Consolidated Statements of Operations. In addition, we estimate the useful lives of our long-lived assets and other 
intangibles, and periodically review these estimates to determine whether these lives are appropriate.
30

Accruals for Contingent Liabilities
From time to time, contingencies such as insurance-related claims, liquidated damages and legal claims arise in the normal 
course of business. Pursuant to applicable accounting standards, we must evaluate such contingencies to subjectively determine 
the likelihood that an asset has been impaired, or a liability has been incurred at the date of the financial statements, as well as 
evaluate whether the amount of the loss can be reasonably estimated. If the likelihood is determined to be probable, and it can 
be reasonably estimated, the estimated loss is recorded. The amounts we record for contingent liabilities require judgments 
regarding the amount of expenses that will ultimately be incurred. We use past experience and history, as well as the specific 
circumstances surrounding each contingent liability, including estimated legal costs, in evaluating the amount of liability that 
should be recorded. Actual results could differ from our estimates.
Warranty Costs
Estimated costs of warranties are accrued based on historical warranty claim costs in relation to current revenues. In addition, 
specific provisions are made when product failures are projected outside historical experience. Our standard terms and 
conditions of sale include a warranty for parts and service for one year. Occasionally, we provide service-type warranties that 
will extend the warranty period. Actual results could differ from our estimate.
Projects may require, on occasion, warranty terms that are longer than our standard terms due to the nature of the project. 
Extended warranty terms may be negotiated and included in our contracts. The allocated revenue associated with the extended 
warranty is deferred and recorded as a contract liability and recognized as revenue over the extended warranty period.
Accounting for Income Taxes
We account for income taxes under the asset and liability method, based on the income tax laws and rates in the countries in 
which operations are conducted, and income is earned. This approach requires the recognition of deferred tax assets and 
liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of 
assets and liabilities. Developing our provision for income taxes requires significant judgment and expertise in federal, 
international and state income tax laws, regulations and strategies, including the determination of deferred tax assets and 
liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. In assessing the extent to 
which net deferred tax assets may be realized, we consider whether it is more likely than not that some portion or all of the net 
deferred tax assets may not be realized. The ultimate realization of net deferred tax assets is dependent on the generation of 
future taxable income during the periods in which those temporary differences become deductible. Estimates may change as 
new events occur, estimates of future taxable income during the carryforward period are reduced or increased, additional 
information becomes available, or operating environments change, which may result in a full or partial reversal of the valuation 
allowance. We will continue to assess the adequacy of the valuation allowance on a quarterly basis. Our judgments and tax 
strategies are subject to audit by various taxing authorities.
The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year 
and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial 
statements or tax returns. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the 
tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax 
benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a 
greater than 50% likelihood of being realized upon ultimate settlement. Accounting literature also provides guidance on 
derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, 
accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in 
assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Variations 
in the actual outcome of these future tax consequences could materially impact our financial position and results of operations.
See Note I of Notes to Consolidated Financial Statements for disclosures related to the valuation allowance recorded in relation 
to deferred taxes.
31

Item 7A. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to certain market risks arising from transactions we have entered into in the normal course of business. These 
risks primarily relate to fluctuations in commodity prices, foreign currency transactions and interest rates.
Commodity Price Risk
We are subject to market risk from fluctuating market prices of certain raw materials used in our products. While such materials 
are typically available from numerous suppliers, commodity raw materials are subject to price fluctuations. We attempt to pass 
along such commodity price increases to our customers on a contract-by-contract basis to avoid a negative effect on our gross 
margin. We enter into derivative contracts to hedge a portion of our exposure to commodity price risk. These contracts were 
immaterial to our earnings and cash flows for Fiscal 2024, 2023 and 2022. In the future, we may enter into additional derivative 
contracts to further hedge our exposure to commodity price risk. Even though we continue to experience price volatility with 
some of our key raw materials and components, with the consideration of our hedging strategy, we believe our exposure to 
commodity price risk is minimal. 
Foreign Currency Transaction Risk
We have foreign operations that expose us to foreign currency exchange rate risk in the British Pound Sterling, the Canadian 
Dollar and to a lesser extent the Singapore Dollar and the Euro, among others. Amounts invested in our foreign operations are 
translated into U.S. Dollars at the exchange rates in effect at the balance sheet date. The resulting translation adjustments are 
recorded as accumulated other comprehensive loss, a component of stockholders’ equity in our Consolidated Balance Sheets. 
We believe the exposure to the effects that fluctuating foreign currencies have on our consolidated results of operations is 
limited because the foreign operations primarily invoice customers and collect payments in their respective local currencies or 
U.S. Dollars. Additionally, expenses associated with these transactions are generally contracted and paid for in the same local 
currencies. Our realized foreign exchange loss was $0.8 million and $0.4 million, respectively for Fiscal 2024 and Fiscal 2023. 
These losses were included in selling, general and administrative expenses in our Consolidated Statements of Operations. From 
time to time, our foreign subsidiaries may enter into foreign exchange forward contracts to hedge their foreign currency 
exposures, if any. These contracts were insignificant to our earnings and cash flows for Fiscal 2024, 2023 and 2022. We do not 
typically hedge our exposure to potential foreign currency translation adjustments.
 
Our accumulated other comprehensive loss, which is included as a component of stockholders’ equity, was $24.4 million as of 
September 30, 2024, a decrease of $2.5 million compared to September 30, 2023. This decrease in comprehensive loss was 
primarily a result of fluctuations in the currency exchange rates for the Canadian Dollar and British Pound Sterling as we re-
measured the foreign operations of those divisions. 
Interest Rate Risk
If we borrow under our U.S. Revolver, we will be subject to market risk resulting from changes in interest rates related to our 
floating rate bank credit facility. Because we did not have any outstanding borrowings under our U.S. Revolver as of both 
September 30, 2024 and 2023, we have not experienced any significant interest rate risk for each of the periods presented in our 
Consolidated Statements of Operations. 
32

Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Page
Financial Statements:
 
Report of Independent Registered Public Accounting Firm (PCAOB ID 238) 
34
Consolidated Balance Sheets as of September 30, 2024 and 2023
37
Consolidated Statements of Operations for the Years Ended September 30, 2024, 2023 and 2022
38
Consolidated Statements of Comprehensive Income for the Years Ended September 30, 2024, 2023 and 2022
39
Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2024, 2023 and 2022
40
Consolidated Statements of Cash Flows for the Years Ended September 30, 2024, 2023 and 2022
41
Notes to Consolidated Financial Statements
42
33

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Powell Industries, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Powell Industries, Inc. and its 
subsidiaries (the "Company") as of September 30, 2024 and 2023, and the related consolidated 
statements of operations, of comprehensive income, of shareholders' equity and of cash flows for 
each of the three years in the period ended September 30, 2024, including the related notes 
(collectively referred to as the "consolidated financial statements"). We also have audited the 
Company's internal control over financial reporting as of September 30, 2024, based on criteria 
established in Internal Control - Integrated Framework (2013) issued by the Committee of 
Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material 
respects, the financial position of the Company as of September 30, 2024 and 2023, and the results 
of its operations and its cash flows for each of the three years in the period ended September 30, 
2024 in conformity with accounting principles generally accepted in the United States of America. 
Also in our opinion, the Company maintained, in all material respects, effective internal control 
over financial reporting as of September 30, 2024, based on criteria established in Internal Control 
- Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for 
maintaining effective internal control over financial reporting, and for its assessment of the 
effectiveness of internal control over financial reporting, included in Management’s Report on 
Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express 
opinions on the Company’s consolidated financial statements and on the Company's internal 
control over financial reporting based on our audits. We are a public accounting firm registered 
with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to 
be independent with respect to the Company in accordance with the U.S. federal securities laws and 
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require 
that we plan and perform the audits to obtain reasonable assurance about whether the consolidated 
financial statements are free of material misstatement, whether due to error or fraud, and whether 
effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the 
risks of material misstatement of the consolidated financial statements, whether due to error or 
fraud, and performing procedures that respond to those risks. Such procedures included examining, 
on a test basis, evidence regarding the amounts and disclosures in the consolidated financial 
statements. Our audits also included evaluating the accounting principles used and significant 
estimates made by management, as well as evaluating the overall presentation of the consolidated 
financial statements. Our audit of internal control over financial reporting included obtaining an 
understanding of internal control over financial reporting, assessing the risk that a material 
weakness exists, and testing and evaluating the design and operating effectiveness of internal 
control based on the assessed risk. Our audits also included performing such other procedures as 
we considered necessary in the circumstances. We believe that our audits provide a reasonable basis 
for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable 
assurance regarding the reliability of financial reporting and the preparation of financial statements 
for external purposes in accordance with generally accepted accounting principles. A company’s 
internal control over financial reporting includes those policies and procedures that (i) pertain to 
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions 
34

and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions 
are recorded as necessary to permit preparation of financial statements in accordance with 
generally accepted accounting principles, and that receipts and expenditures of the company are 
being made only in accordance with authorizations of management and directors of the company; 
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized 
acquisition, use, or disposition of the company’s assets that could have a material effect on the 
financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or 
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are 
subject to the risk that controls may become inadequate because of changes in conditions, or that 
the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of 
the consolidated financial statements that was communicated or required to be communicated to 
the audit committee and that (i) relates to accounts or disclosures that are material to the 
consolidated financial statements and (ii) involved our especially challenging, subjective, or 
complex judgments. The communication of critical audit matters does not alter in any way our 
opinion on the consolidated financial statements, taken as a whole, and we are not, by 
communicating the critical audit matter below, providing a separate opinion on the critical audit 
matter or on the accounts or disclosures to which it relates.
Revenue Recognition - Long-term fixed price contracts
As described in Notes B and E to the consolidated financial statements, approximately 95% of the 
Company’s total revenue of $1,012 million for the year ended September 30, 2024 was generated 
from the manufacturing of custom-engineered products and systems under long-term fixed-price 
contracts. Revenue from these contracts is generally recognized over time utilizing the cost-to-cost 
method to measure the extent of progress toward the completion of the performance obligation and 
the recognition of revenue over time. Management believes that this method is the most accurate 
representation of performance, because it directly measures the value of the services transferred to 
the customer over time as costs are incurred on the contracts. Contract costs include all direct 
materials, labor, and indirect costs related to contract performance, which may include indirect 
labor, supplies, tools, repairs and depreciation costs. Under the cost-to-cost method, the extent of 
progress towards completion is measured based on the ratio of costs incurred to date to the total 
estimated costs at completion of the performance obligation. Due to the nature of the contracts, 
estimating total cost and revenue can be complex and subject to variability due to change orders, 
back charges, spare parts, early completion bonuses, customer allowances and liquidated damages. 
Management estimates the amount of variable consideration based on the expected value method, 
which is the sum of the probability-weighted amount, or the most likely amount method which uses 
various factors including experience with similar transactions and assessment of anticipated 
performance. 
The principal considerations for our determination that performing procedures relating to revenue 
recognized over time utilizing the cost-to-cost method is a critical audit matter are the significant 
judgment by management when determining the estimated total cost and revenue, which in turn led 
to a high degree of auditor judgment, subjectivity and effort in performing procedures and in 
evaluating management’s judgment about assumptions related to the estimates of costs to complete 
and liquidated damages. 
Addressing the matter involved performing procedures and evaluating audit evidence in connection 
with forming our overall opinion on the consolidated financial statements. These procedures 
included testing the effectiveness of controls relating to the revenue recognition process, including 
controls over the determination of total estimated costs at completion of the performance obligation 
and determination of total contract price. These procedures also included, among others, evaluating 
and testing management’s process for determining the estimated total cost and revenue for a 
sample of contracts, which included (i) obtaining executed purchase orders and agreements, (ii) 
evaluating the appropriateness of the method to measure estimated total cost and revenue, (iii) 
testing the completeness and accuracy of the underlying data used by management, and (iv) 
evaluating the reasonableness of significant assumptions related to the total estimated costs at 
completion and liquidated damages used by management and considering the factors that can affect 
35

the accuracy of those estimates. Evaluating the reasonableness of significant assumptions related to 
estimated total cost involved assessing management’s ability to reasonably estimate total costs to 
complete and liquidated damages by testing management’s process to evaluate the remaining costs 
related to the performance obligation and evaluating the timely identification of circumstances 
which may warrant a modification to the total estimated costs or liquidated damages.
/s/ PricewaterhouseCoopers LLP 
Houston, Texas
November 20, 2024
We have served as the Company’s auditor since 2004.
36

POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)  
 
September 30,
 
2024
2023
ASSETS
 
 
Current Assets:
 
 
Cash and cash equivalents      .................................................................................................. $ 
315,331 $ 
245,875 
Short-term investments   .......................................................................................................  
43,061  
33,134 
Accounts receivable, less allowance for credit losses of $414 and $273, respectively    ......  
214,405  
206,591 
Contract assets     ....................................................................................................................  
102,827  
60,621 
Inventories     ..........................................................................................................................  
85,873  
63,865 
Income taxes receivable  ......................................................................................................  
61  
100 
Prepaid expenses    .................................................................................................................  
7,487  
5,419 
Other current assets    ............................................................................................................  
7,436  
6,380 
Total Current Assets   ......................................................................................................  
776,481  
621,985 
Property, plant and equipment, net     .........................................................................................  
103,421  
97,625 
Operating lease assets, net  .......................................................................................................  
1,216  
1,436 
Goodwill and intangible assets, net   .........................................................................................  
1,503  
1,003 
Deferred income tax assets  ......................................................................................................  
27,246  
17,064 
Other assets   .............................................................................................................................  
18,313  
13,129 
Total Assets     .............................................................................................................. $ 
928,180 $ 
752,242 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
Current Liabilities:
 
 
Accounts payable   ................................................................................................................ $ 
73,633 $ 
56,666 
Contract liabilities   ...............................................................................................................  
287,763  
279,796 
Accrued compensation and benefits  ...................................................................................  
33,777  
29,947 
Accrued product warranty     ..................................................................................................  
5,822  
3,305 
Current operating lease liabilities   .......................................................................................  
595  
773 
Income taxes payable  ..........................................................................................................  
8,983  
6,517 
Other current liabilities    .......................................................................................................  
17,442  
18,682 
Total Current Liabilities     ................................................................................................  
428,015  
395,686 
Deferred compensation (Note J)     .............................................................................................  
12,027  
9,145 
Long-term operating lease liabilities   .......................................................................................  
621  
663 
Deferred income tax liabilities
 
2,708  
— 
Other long-term liabilities    .......................................................................................................  
1,736  
1,722 
Total Liabilities    .........................................................................................................  
445,107  
407,216 
Commitments and Contingencies (Note H)
Stockholders' Equity:
 
 
Preferred stock, par value $0.01; 5,000,000 shares authorized; none issued    .....................  
—  
— 
Common stock, par value $0.01; 30,000,000 shares authorized; 
Shares issued: 12,795,256 and 12,668,001, respectively
Shares outstanding: 11,989,238 and 11,861,983, respectively   ...........................................  
128  
127 
Additional paid-in capital   ...................................................................................................  
70,111  
71,526 
Retained earnings    ...............................................................................................................  
462,194  
325,281 
Treasury stock, 806,018 shares at cost     ...............................................................................  
(24,999)  
(24,999) 
Accumulated other comprehensive loss   .............................................................................  
(24,361)  
(26,909) 
Total Stockholders' Equity     ............................................................................................  
483,073  
345,026 
Total Liabilities and Stockholders' Equity  ................................................................ $ 
928,180 $ 
752,242 
The accompanying notes are an integral part of these consolidated financial statements.
37

POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data) 
 
Year Ended September 30,
 
2024
2023
2022
Revenues    ................................................................................................... $ 
1,012,356 $ 
699,308 $ 
532,582 
Cost of goods sold    .....................................................................................  
739,268  
551,755  
447,564 
Gross profit    ................................................................................................  
273,088  
147,553  
85,018 
Selling, general and administrative expenses    ............................................  
84,888  
78,813  
70,831 
Research and development expenses .........................................................  
9,427  
6,220  
6,963 
Operating income      ......................................................................................  
178,773  
62,520  
7,224 
Other expenses (income):
Other income      .............................................................................................  
—  
—  
(2,285) 
Interest income, net      ...................................................................................  
(17,315)  
(6,430)  
(334) 
Income before income taxes   ......................................................................  
196,088  
68,950  
9,843 
Income tax provision (benefit)   ..................................................................  
46,240  
14,425  
(3,894) 
Net income     ................................................................................................ $ 
149,848 $ 
54,525 $ 
13,737 
Earnings per share:
 
 
 
Basic     ...................................................................................................... $ 
12.51 $ 
4.59 $ 
1.16 
Diluted   .................................................................................................. $ 
12.29 $ 
4.50 $ 
1.15 
Weighted average shares:
 
 
 
Basic     ......................................................................................................  
11,982  
11,879  
11,797 
Diluted  ...................................................................................................  
12,188  
12,120  
11,943 
Dividends per share   ............................................................................... $ 
1.0575 $ 
1.0475 $ 
1.0400 
 
The accompanying notes are an integral part of these consolidated financial statements.
38

POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
 
Year Ended September 30,
 
2024
2023
2022
Net income    ..................................................................................................................... $ 149,848 $ 
54,525 $ 
13,737 
Foreign currency translation adjustments  ......................................................................  
2,561  
1,915  
(8,689) 
Gain (loss) on cash flow commodity hedge  ...................................................................  
—  
325  
(325) 
Postretirement benefit adjustment, net of tax     ................................................................  
(13)  
(151)  
372 
Comprehensive income   .................................................................................................. $ 152,396 $ 
56,614 $ 
5,095 
 
The accompanying notes are an integral part of these consolidated financial statements.
39

POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)  
 
Common Stock
Additional
Paid-in
Capital
Retained
Earnings
Treasury Stock
Accumulated
Other
Comprehensive
Income/(Loss)
 
 
Shares
Amount
Shares
Amount
Total
Balance, September 30, 2021     ................................................  12,498 
$ 
125 
$ 63,948 
$ 282,505 
 
(806) $ (24,999) $ 
(20,356) $ 301,223 
Net income .......................................................................  
— 
 
— 
 
— 
 
13,737 
 
— 
 
— 
 
— 
 
13,737 
Foreign currency translation adjustments    ........................  
— 
 
— 
 
— 
 
— 
 
— 
 
— 
 
(8,689)  
(8,689) 
Stock-based compensation     ..............................................  
90 
 
1 
 
4,089 
 
— 
 
— 
 
— 
 
— 
 
4,090 
Shares withheld in lieu of employee tax withholding     .....  
— 
 
— 
 
(675)  
— 
 
— 
 
— 
 
— 
 
(675) 
Dividends   .........................................................................  
— 
 
— 
 
77 
 (12,604)  
— 
 
— 
 
— 
 (12,527) 
Loss on cash flow commodity hedge      ..............................  
— 
 
— 
 
— 
 
— 
 
— 
 
— 
 
(325)  
(325) 
Postretirement benefit adjustment, net of tax of $99     .......  
— 
 
— 
 
— 
 
— 
 
— 
 
— 
 
372 
 
372 
Balance, September 30, 2022     ................................................  12,588 
$ 
126 
$ 67,439 
$ 283,638 
 
(806) $ (24,999) $ 
(28,998) $ 297,206 
Net income .......................................................................  
— 
 
— 
 
— 
 
54,525 
 
— 
 
— 
 
— 
 
54,525 
Foreign currency translation adjustments    ........................  
— 
 
— 
 
— 
 
— 
 
— 
 
— 
 
1,915 
 
1,915 
Stock-based compensation     ..............................................  
80 
 
1 
 
4,598 
 
— 
 
— 
 
— 
 
— 
 
4,599 
Shares withheld in lieu of employee tax withholding     .....  
— 
 
— 
 
(652)  
— 
 
— 
 
— 
 
— 
 
(652) 
Dividends   .........................................................................  
— 
 
— 
 
141 
 (12,882)  
— 
 
— 
 
— 
 (12,741) 
Gain on cash flow commodity hedge   ..............................  
— 
 
— 
 
— 
 
— 
 
— 
 
— 
 
325 
 
325 
Postretirement benefit adjustment, net of tax of $40     .......  
— 
 
— 
 
— 
 
— 
 
— 
 
— 
 
(151)  
(151) 
Balance, September 30, 2023     ................................................  12,668 
$ 
127 
$ 71,526 
$ 325,281 
 
(806) $ (24,999) $ 
(26,909) $ 345,026 
Net income .......................................................................  
— 
 
— 
 
— 
 149,848 
 
— 
 
— 
 
— 
 149,848 
Foreign currency translation adjustments    ........................  
— 
 
— 
 
— 
 
— 
 
— 
 
— 
 
2,561 
 
2,561 
Stock-based compensation     ..............................................  
127 
 
1 
 
4,746 
 
— 
 
— 
 
— 
 
— 
 
4,747 
Shares withheld in lieu of employee tax withholding     .....  
— 
 
— 
 
(6,599)  
— 
 
— 
 
— 
 
— 
 
(6,599) 
Dividends   .........................................................................  
— 
 
— 
 
438 
 (12,935)  
— 
 
— 
 
— 
 (12,497) 
Postretirement benefit adjustment, net of tax of $4     .........  
— 
 
— 
 
— 
 
— 
 
— 
 
— 
 
(13)  
(13) 
Balance, September 30, 2024     ................................................  12,795 
$ 
128 
$ 70,111 
$ 462,194 
 
(806) $ (24,999) $ 
(24,361) $ 483,073 
 
The accompanying notes are an integral part of these consolidated financial statements.
40

POWELL INDUSTRIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Year Ended September 30,
 
2024
2023
2022
Operating Activities:
 
 
 
Net income     ............................................................................................................................... $ 
149,848 
$ 
54,525 
$ 
13,737 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
Depreciation  .......................................................................................................................  
6,871 
 
8,606 
 
9,358 
Gain on sale of division     .....................................................................................................  
— 
 
— 
 
(2,006) 
Stock-based compensation   .................................................................................................  
4,747 
 
4,599 
 
4,090 
Unrealized mark-to-market gain on derivative contracts   ...................................................  
(326)  
— 
 
— 
Bad debt expense, net     ........................................................................................................  
278 
 
(54)  
162 
Deferred income taxes     .......................................................................................................  
(7,474)  
(7,847)  
(4,861) 
Changes in operating assets and liabilities:
 
 
 
Accounts receivable, net   ....................................................................................................  
(7,309)  
(99,718)  
(31,629) 
Contract assets and liabilities, net    ......................................................................................  
(34,714)  
227,598 
 
3,122 
Inventories  ..........................................................................................................................  
(21,818)  
(13,276)  
(21,426) 
Income taxes     ......................................................................................................................  
2,515 
 
4,812 
 
688 
Prepaid expenses and other current assets   .........................................................................  
(3,090)  
(3,253)  
(2,577) 
Accounts payable    ...............................................................................................................  
16,346 
 
(6,167)  
18,594 
Accrued liabilities   ..............................................................................................................  
5,011 
 
11,729 
 
8,908 
Other, net  ............................................................................................................................  
(2,224)  
999 
 
258 
Net cash provided by (used in) operating activities ......................................................  
108,661 
 
182,553 
 
(3,582) 
Investing Activities:
 
 
 
Purchases of short-term investments    .......................................................................................  
(42,855)  
(33,515)  
(22,381) 
Maturities of short-term investments     .......................................................................................  
33,107 
 
14,748 
 
26,320 
Proceeds from sale of division    .................................................................................................  
— 
 
— 
 
4,348 
Purchases of property, plant and equipment      ............................................................................  
(11,983)  
(7,819)  
(2,451) 
Proceeds from sale of property, plant and equipment    ..............................................................  
107 
 
12 
 
629 
Purchase of intangible assets   ...................................................................................................  
(250)  
— 
 
— 
Net cash provided by (used in) investing activities   ......................................................  
(21,874)  
(26,574)  
6,465 
Financing Activities:
 
 
 
Payments on industrial development revenue bonds     ...............................................................  
— 
 
— 
 
(400) 
Shares withheld in lieu of employee tax withholding  ..............................................................  
(6,599)  
(652)  
(675) 
Dividends paid   .........................................................................................................................  
(12,653)  
(12,407)  
(12,233) 
Net cash used in financing activities   .............................................................................  
(19,252)  
(13,059)  
(13,308) 
Net increase (decrease) in cash and cash equivalents   ...................................................................  
67,535 
 
142,920 
 
(10,425) 
Effect of exchange rate changes on cash and cash equivalents     ....................................................  
1,921 
 
1,001 
 
(1,935) 
Cash and cash equivalents at beginning of period      ........................................................................  
245,875 
 
101,954 
 
114,314 
Cash and cash equivalents at end of period   .................................................................................. $ 
315,331 
$ 
245,875 
$ 
101,954 
The accompanying notes are an integral part of these consolidated financial statements.
41

POWELL INDUSTRIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
A. Business and Organization
Powell Industries, Inc. (we, us, our, Powell or the Company) is a Delaware corporation founded by William E. Powell in 1947. 
Our major subsidiaries, all of which are wholly owned, include Powell Electrical Systems, Inc.; Powell (UK) Limited; Powell 
Canada Inc.; and Powell Industries International, B.V.
We are headquartered in Houston, Texas, and primarily serve the oil and gas and petrochemical markets, the electric utility 
market, and commercial and other industrial markets. Beyond these major markets, we also provide products and services to the 
light rail traction power market and other markets that include universities and government entities. We are continuously 
developing new channels to electrical markets through original equipment manufacturers and distribution market channels.
Our principal products include integrated power control room substations (PCRs®), custom-engineered modules, electrical 
houses (E-Houses), traditional and arc-resistant distribution switchgear and control gear, medium-voltage circuit breakers, 
monitoring and control communications systems, motor control centers, switches and bus duct systems. These products are 
designed for application voltages ranging from 480 volts to 38,000 volts. Our product scope includes designs tested to meet 
both United States (U.S.) and international standards, under both the American National Standards Institute (ANSI) and 
International Electrotechnical Commission (IEC). We also provide spare parts, retrofit and retrofill components for existing 
systems, and replacement circuit breakers for obsolete switchgear no longer produced by the original manufacturer. Our 
principal services include field service inspection, installation, commissioning, modification and repair services. We seek to 
establish long-term relationships with the end users of our systems as well as design and construction engineering firms 
contracted by those end users. We believe that our culture of safety and focus on customer satisfaction, along with our financial 
strength, allow us to continue to capitalize on opportunities in the industries we serve.
References to Fiscal 2024, Fiscal 2023 and Fiscal 2022 used throughout these Notes to Consolidated Financial Statements relate 
to our fiscal years ended September 30, 2024, 2023 and 2022, respectively.
B. Summary of Significant Accounting Policies
Principles of Consolidation
The consolidated financial statements include the accounts of Powell and our wholly-owned subsidiaries. All intercompany 
accounts and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States 
(U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the consolidated 
financial statements and accompanying footnotes. The most significant estimates used in our consolidated financial statements 
affect revenue recognition and estimated cost recognition on our customer contracts, allowance for credit losses, provision for 
excess and obsolete inventory, warranty accruals and income taxes. The amounts recorded for warranties, legal, income taxes, 
impairment of long-lived assets (when applicable), liquidated damages and other contingent liabilities require judgments 
regarding the amount of expenses that will ultimately be incurred. We base our estimates on historical experience, forecasts and 
various other assumptions, as well as the specific circumstances surrounding these contingent liabilities, in evaluating the 
amount of liability that should be recorded. Additionally, the basis for recognition of deferred tax assets requires estimates 
related to future income and other assumptions regarding timing and future profitability because the ultimate realization of net 
deferred tax assets is dependent on the generation of future taxable income during periods in which temporary differences 
become deductible. Estimates routinely change as new events occur, additional information becomes available or operating 
environments change. Actual results may differ from our prior estimates.
Cash and Investments
Cash and cash equivalents – Cash and cash equivalents, primarily funds held in money market savings instruments, are 
reported at their current carrying value, which approximates fair value due to the short-term nature of these instruments, and are 
included in cash and cash equivalents in our Consolidated Balance Sheets.
Short-term investments – Short-term investments include time deposits with original maturities of three months or more.
42

Supplemental Disclosures of Cash Flow Information (in thousands): 
 
Year Ended September 30,
 
2024
2023
2022
Cash paid (received) during the period for:
 
 
Interest received, net of interest expense  ................................................................... $ 
(15,641) $ 
(5,465) $ 
(334) 
Income taxes paid, net of refunds    ..............................................................................  
50,919  
17,232  
533 
Non-cash capital expenditures  .......................................................................................  
361  
183  
1,133 
Fair Value of Financial Instruments
Financial instruments include cash, cash equivalents, short-term investments, receivables, deferred compensation, payables and 
debt obligations. Except as described below, due to the short-term nature of account receivables and account payables, their 
book values are representative of their fair values. 
Accounts Receivable
Accounts receivable are stated net of allowances for credit losses. We maintain and continually assess the adequacy of the 
allowance for credit losses representing our estimate for losses resulting from the inability of our customers to pay amounts due 
to us. This estimated allowance is based on historical experience of uncollected accounts, the level of past due accounts, the 
overall level of outstanding accounts receivable, information about specific customers with respect to their inability to make 
payments and expectations of future conditions that could impact the collectability of accounts receivable. Future changes in 
our customers’ operating performance and cash flows, or in general economic conditions, could have an impact on their ability 
to fully pay these amounts, which could have a material impact on our operating results. In most cases, receivables are not 
collateralized. However, we utilize letters of credit to secure payment on projects when possible. Retention amounts are in 
accordance with applicable provisions of contracts and become due upon completion of contractual requirements. As of 
September 30, 2024 and 2023, we had retention amounts of $7.1 million and $7.4 million, respectively. Of the retained amount 
at September 30, 2024, $6.1 million is expected to be collected in the next twelve months and is recorded in accounts 
receivable. The remaining $1.0 million is recorded in other assets and is expected to be collected beyond September 30, 2025.
Contract Balances
The timing of revenue recognition, billings and cash collections affects accounts receivable, contract assets and contract 
liabilities in our Consolidated Balance Sheets.
Contract assets are recorded when revenues are recognized in excess of amounts billed for fixed-price contracts as determined 
by the billing milestone schedule. Contract assets are transferred to accounts receivable when billing milestones have been met, 
or we have an unconditional right to payment. 
Contract liabilities typically represent advance payments from contractual billing milestones and billings in excess of revenue 
recognized. It is unusual to have advanced milestone payments with a term greater than one year, which could represent a 
financing component on the contract.
Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting 
period and are generally classified as current.
Inventories
Inventories are stated at the lower of cost or net realizable value using weighted-average methods and include the cost of 
materials, labor and manufacturing overhead. We use estimates in determining the level of reserves required to state inventory 
at the lower of cost or net realizable value. Our estimates are based on market activity levels, production requirements, the 
physical condition of products and technological innovation. Changes in any of these factors may result in adjustments to the 
carrying value of inventory.
43

Property, Plant and Equipment
Property, plant and equipment are stated at cost and are depreciated using the straight-line method over the estimated useful 
lives of the assets. Expenditures for repairs and maintenance are charged to expense when incurred. Expenditures for major 
renewals and improvements, which extend the useful lives of existing equipment, are capitalized and depreciated. Upon 
retirement or disposition of property, plant and equipment, the cost and related accumulated depreciation are removed from the 
accounts, and any resulting gain or loss is recognized in the Consolidated Statements of Operations.
 
We review property, plant and equipment for impairment whenever events or changes in circumstances indicate that the 
carrying value may not be realizable. If an evaluation is required, the estimated future undiscounted cash flows associated with 
the asset are compared to the asset’s carrying amount to determine if recording an impairment of such asset is necessary. If an 
impairment is indicated, we record an impairment loss equal to the difference between the carrying value and the fair value of 
the long-lived asset. This requires us to make long-term forecasts of the future revenues and the costs related to the assets 
subject to review. Forecasts require assumptions about demand for our products and future market conditions. Estimating future 
cash flows requires significant judgment, and our projections may vary from cash flows eventually realized. Future events and 
unanticipated changes to assumptions could require a provision for impairment in a future period. The effect of any impairment 
would be reflected in operating income in the Consolidated Statements of Operations. In addition, we estimate the useful lives 
of our property, plant and equipment and periodically review these estimates to determine whether these lives are appropriate.
Income Taxes
We account for income taxes under the asset and liability method, based on the income tax laws and rates in the countries in 
which operations are conducted, and income is earned. This approach requires the recognition of deferred tax assets and 
liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax basis of 
assets and liabilities. Developing our provision for income taxes requires significant judgment and expertise in federal, 
international and state income tax laws, regulations and strategies, including the determination of deferred tax assets and 
liabilities and, if necessary, any valuation allowances that may be required for deferred tax assets. In assessing the extent to 
which net deferred tax assets may be realized, we consider whether it is more likely than not that some portion or all of the net 
deferred tax assets may not be realized. The ultimate realization of net deferred tax assets is dependent on the generation of 
future taxable income during the periods in which those temporary differences become deductible. Estimates may change as 
new events occur, estimates of future taxable income during the carryforward period are reduced or increased, additional 
information becomes available or operating environments change, which may result in a full or partial reversal of the valuation 
allowance. We will continue to assess the adequacy of the valuation allowance on a quarterly basis. Our judgments and tax 
strategies are subject to audit by various taxing authorities.
The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year 
and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial 
statements or tax returns. We recognize the tax benefit from an uncertain tax position only if it is more likely than not that the 
tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax 
benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a 
greater than 50% likelihood of being realized upon ultimate settlement. Accounting literature also provides guidance on 
derecognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, 
accounting for interest and penalties associated with tax positions, and income tax disclosures. Judgment is required in 
assessing the future tax consequences of events that have been recognized in our financial statements or tax returns. Variations 
in the actual outcome of these future tax consequences could materially impact our financial statements.
Revenue Recognition
Our revenues are primarily generated from the manufacturing of custom-engineered products and systems under long-term, 
fixed-price contracts that may last from one month to several years, depending on the contract. Revenue from these contracts is 
generally recognized over time utilizing the cost-to-cost method. Under the cost-to-cost method, the extent of progress towards 
completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance 
obligation. We believe that this method is the most accurate representation of our performance because it directly measures the 
value of the services transferred to the customer over time as we incur costs on our contracts. Contract costs include all direct 
materials, labor and indirect costs related to contract performance, which may include indirect labor, supplies, tools, repairs and 
depreciation costs.
We also have contracts to provide field service inspection, installation, commissioning, modification, and repair services, as 
well as retrofit and retrofill components for existing systems. If the service contract terms give us the right to invoice the 
customer for an amount that corresponds directly with the value of our performance completed to date (i.e., a service contract in 
44

which we bill a fixed amount for each hour of service provided), then we recognize revenue over time in each reporting period 
corresponding to the amount that we have the right to invoice. Our performance obligations are satisfied as the work progresses. 
We also have sales orders for spare parts and replacement circuit breakers for switchgear that are obsolete or that are no longer 
produced by the original manufacturer. Revenues from these sales orders are recognized at the time we fulfill our performance 
obligation to the customer, which is typically upon shipment. 
Additionally, some contracts may contain a cancellation clause that could limit the amount of revenue we are able to recognize 
over time. In these instances, revenue and costs associated with these contracts are deferred and recognized at a point in time 
when the performance obligation is fulfilled.
Selling and administrative costs incurred in relation to obtaining a contract are typically expensed as incurred. We periodically 
utilize a third-party sales agent to obtain a contract and will pay a commission to that agent. We record the full commission 
liability to the third-party sales agents at the order date, with a corresponding deferred asset. As the project progresses, we 
record commission expense based on percentage of completion rates that correlate to the project and reduce the deferred asset. 
Once we have been paid by the customer, we pay the commission, and the liability is reduced.
Warranty Costs
Estimated costs of warranties are accrued based on historical warranty claim costs in relation to current revenues. In addition, 
specific provisions are made when product failures are projected outside historical experience. Our standard terms and 
conditions of sale include a warranty for parts and service for one year. Occasionally, we provide service-type warranties that 
will extend the warranty period. Actual results could differ from our estimate.
Projects may require, on occasion, warranty terms that are longer than our standard terms due to the nature of the project. 
Extended warranty terms may be negotiated and included in our contracts. The allocated revenue associated with the extended 
warranty is deferred and recorded as a contract liability and recognized as revenue over the extended warranty period.
Research and Development Expense
Research and development activities are directed toward the development of new products and processes as well as 
improvements in existing products and processes. These costs, which primarily include salaries, contract services and supplies, 
are expensed as incurred. Such amounts were $9.4 million, $6.2 million and $7.0 million in Fiscal 2024, 2023 and 2022, 
respectively.
Foreign Currency Translation
The functional currency for our foreign subsidiaries is the local currency in which the entity is located. The financial statements 
of all subsidiaries with a functional currency other than the U.S. Dollar have been translated into U.S. Dollars. All assets and 
liabilities of foreign operations are translated into U.S. Dollars using period-end exchange rates, and all revenues and expenses 
are translated at average rates during the respective period. The U.S. Dollar results that arise from such translation, as well as 
exchange gains and losses on intercompany balances of a long-term investment nature, are included in the cumulative currency 
translation adjustments in accumulated other comprehensive loss in stockholders’ equity.
Stock-Based Compensation
We measure stock-based compensation cost at the grant date based on the fair value of the award. Compensation expense is 
recognized over the period during which the recipient is required to provide service in exchange for the awards, typically the 
vesting period. Excess income tax benefits related to stock-based compensation expense are recognized as income tax expense 
or benefit in the Consolidated Statements of Operations. Cash paid when directly withholding shares on an employee's behalf 
for tax withholding purposes is classified as a financing activity. We account for forfeitures as they occur, rather than estimate 
expected forfeitures.
Accounting Standards Updates and Disclosure Rules Issued but Not Yet Adopted
In November 2023, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update (ASU) 2023-07, 
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires that public entities disclose 
significant segment expenses that are regularly provided to the chief operating decision maker (CODM) on an annual and 
interim basis. It also requires that public entities disclose the title and position of the CODM and an explanation of how the 
CODM uses the reported measures in assessing segment performance and resource allocation. Additionally, it requires that all 
existing annual disclosures about segment profit or loss and assets must be provided on an interim basis and clarifies that single 
45

reportable segment entities are subject to the disclosure requirement under Topic 280 in its entirety. ASU 2023-07 is effective 
for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years beginning after December 15, 
2024. A public entity should apply ASU 2023-07 retrospectively to all prior periods presented in the financial statements. Early 
adoption is permitted. We are currently evaluating the impacts of the new standard.
In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, which enhances the transparency 
of income tax disclosures. It requires greater disaggregation of information in the tax rate reconciliation and income taxes paid 
disaggregated by jurisdiction. This ASU is effective for fiscal years beginning after December 15, 2024, and should be applied 
on a prospective basis. Retrospective application and early adoption are permitted. We are currently evaluating the impacts of 
the new standard.
In March 2024, the SEC adopted final rules designed to enhance and standardize disclosures related to the risks and impacts of 
climate-related matters. The final rules require registrants to disclose certain climate-related information in registration 
statements and annual reports. Such information relates to climate-related risks and risk management processes for, and 
governance and oversight activities of, such risks. The final rules also include requirements to disclose the financial effects of 
severe weather events and other natural conditions in the audited financial statements. In addition, larger registrants will be 
required to disclose information about greenhouse gas emissions, which will be subject to a phased-in assurance requirement. 
These disclosure requirements were scheduled to be effective for the Company's fiscal year beginning October 1, 2025. 
However, in April 2024, the SEC voluntarily stayed the final rules as a result of pending legal challenges. We are currently 
evaluating the impacts of the final rules on our consolidated financial statements and related disclosures.
C. Earnings Per Share
We compute basic earnings per share by dividing net income by the weighted average number of common shares outstanding 
during the period. Diluted earnings per common and potential common share include the weighted average of additional shares 
associated with the incremental effect of dilutive restricted stock and restricted stock units.
The following table reconciles basic and diluted weighted average shares used in the computation of earnings per share (in 
thousands, except per share data):  
 
Year Ended September 30,
 
2024
2023
2022
Numerator:
 
 
 
Net income      ............................................................................................................... $ 149,848 $ 
54,525 $ 
13,737 
Denominator:
 
 
 
Weighted average basic shares     ..................................................................................  
11,982  
11,879  
11,797 
Dilutive effect of restricted stock and restricted stock units      .....................................  
206  
241  
146 
Weighted average diluted shares    ...............................................................................  
12,188  
12,120  
11,943 
Earnings per share:
 
 
 
Basic   .......................................................................................................................... $ 
12.51 $ 
4.59 $ 
1.16 
Diluted     ....................................................................................................................... $ 
12.29 $ 
4.50 $ 
1.15 
D. Detail of Selected Balance Sheet Accounts
Inventories
The components of inventories are summarized below (in thousands): 
 
September 30,
 
2024
2023
Raw materials, parts and sub-assemblies    ........................................................................................ $ 
92,314 $ 
68,631 
Work-in-progress     ............................................................................................................................  
920  
1,379 
Provision for excess and obsolete inventories      ................................................................................  
(7,361)  
(6,145) 
Total inventories     ............................................................................................................................. $ 
85,873 $ 
63,865 
46

Property, Plant and Equipment
Property, plant and equipment are summarized below (in thousands): 
 
September 30,
Range of
 
2024
2023
Asset Lives
Land   .................................................................................................................... $ 
24,110 $ 
21,526 
—
Buildings and improvements    ..............................................................................  
127,094  
121,454 
3 – 39 Years
Machinery and equipment     ..................................................................................  
94,889  
92,477 
3 – 15 Years
Furniture and fixtures      .........................................................................................  
2,885  
3,726 
3 – 10 Years
Construction in process   .......................................................................................  
3,317  
4,129 
—
 
$ 
252,295 $ 
243,312  
Less: Accumulated depreciation  .........................................................................  
(148,874)  
(145,687) 
 
Total property, plant and equipment, net    ..................................................... $ 
103,421 $ 
97,625 
 
There were no assets under finance lease as of September 30, 2024 or September 30, 2023. Depreciation expense was $6.9 
million, $8.6 million and $9.4 million for fiscal years 2024, 2023, and 2022, respectively.
On July 1, 2024, we acquired land and buildings in Houston, Texas, for a total cash purchase price of approximately 
$5.6 million to help further facilitate executing the current backlog as well as planning for modest future volume growth.
Accrued Product Warranty
Activity in our product warranty accrual consisted of the following (in thousands): 
 
September 30,
 
2024
2023
Balance at beginning of period     ....................................................................................................... $ 
3,305 $ 
2,345 
Increase to warranty expense      ..........................................................................................................  
7,525  
3,752 
Deduction for warranty charges   ......................................................................................................  
(5,039)  
(2,800) 
Change due to foreign currency translation  ....................................................................................  
31  
8 
Balance at end of period      ................................................................................................................. $ 
5,822 $ 
3,305 
E. Revenue
Revenue Recognition
Our revenues are primarily generated from the manufacturing of custom-engineered products and systems under long-term 
fixed-price contracts under which we agree to manufacture various products such as traditional and arc-resistant distribution 
switchgear and control gear, medium-voltage circuit breakers, monitoring and control communications systems, motor control 
centers, switches and bus duct systems. These products may be sold separately as an engineered solution but are typically 
integrated into custom-built enclosures which we also build. These enclosures are referred to as power control room substations 
(PCRs®), custom-engineered modules or electrical houses (E-Houses). Some contracts may also include the installation and the 
commissioning of these enclosures. 
Revenue from these contracts is generally recognized over time utilizing the cost-to-cost method. Under the cost-to-cost 
method, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated 
costs at completion of the performance obligation. We believe that this method is the most accurate representation of our 
performance because it directly measures the value of the services transferred to the customer over time as we incur costs on 
our contracts. Contract costs include all direct materials, labor and indirect costs related to contract performance, which may 
include indirect labor, supplies, tools, repairs and depreciation costs. 
We also have contracts to provide field service inspection, installation, commissioning, modification, and repair services, as 
well as retrofit and retrofill components for existing systems. If the service contract terms give us the right to invoice the 
customer for an amount that corresponds directly with the value of our performance completed to date (i.e., a service contract in 
which we bill a fixed amount for each hour of service provided), then we recognize revenue over time in each reporting period 
corresponding to the amount that we have the right to invoice. Our performance obligations are satisfied as the work progresses. 
47

Revenues from our custom-engineered products and value-added services transferred to customers over time accounted for 
approximately 95%  and 94% of revenues for the years ended September 30, 2024 and September 30, 2023, respectively.  
We also have sales orders for spare parts and replacement circuit breakers for switchgear that are obsolete or that are no longer 
produced by the original manufacturer. Revenues from these sales orders are recognized at the time we fulfill our performance 
obligation to the customer, which is typically upon shipment and represented approximately 5% and 6% of revenues for the 
years ended September 30, 2024 and September 30, 2023, respectively.
Additionally, some contracts may contain a cancellation clause that could limit the amount of revenue we are able to recognize 
over time. In these instances, revenue and costs associated with these contracts are deferred and recognized at a point in time 
when the performance obligation is fulfilled.
Selling and administrative costs incurred in relation to obtaining a contract are typically expensed as incurred. We periodically 
utilize a third-party sales agent to obtain a contract and will pay a commission to that agent. We record the full commission 
liability to the third-party sales agents at the order date, with a corresponding deferred asset. As the project progresses, we 
record commission expense based on percentage of completion rates that correlate to the project and reduce the deferred asset. 
Once we have been paid by the customer, we pay the commission, and the deferred liability is reduced. 
Performance Obligations  
A performance obligation is a promise in a contract or with a customer to transfer a distinct good or service. A contract’s 
transaction price is allocated to each distinct performance obligation and recognized as revenue as the performance obligations 
are satisfied. To determine the proper revenue recognition for contracts, we evaluate whether a contract should be accounted for 
as more than one performance obligation or, less commonly, whether two or more contracts should be combined and accounted 
for as one performance obligation. This evaluation of performance obligations requires significant judgment. The majority of 
our contracts have a single performance obligation where multiple engineered products and services are combined into a single 
custom-engineered solution. Our contracts include a standard one-year assurance warranty. Occasionally, we provide service-
type warranties that will extend the warranty period. These extended warranties qualify as a separate performance obligation, 
and revenue is deferred and recognized over the warranty period. If we determine during the evaluation of the contract that 
there are multiple performance obligations, we allocate the transaction price to each performance obligation using our best 
estimate of the standalone selling price of each distinct good or service in the contract. 
Remaining unsatisfied performance obligations, which we refer to as backlog, represent the estimated transaction price for 
goods and services for which we have a material right, but work has not been performed. As of September 30, 2024, we had 
backlog of $1.3 billion, of which approximately $848.5 million is expected to be recognized as revenue within the next twelve 
months. Backlog may not be indicative of future operating results as orders may be cancelled or modified by our customers. 
Our backlog does not include service and maintenance-type contracts for which we have the right to invoice as services are 
performed.   
Contract Estimates
Actual revenues and project costs may vary from previous estimates due to changes in a variety of factors. The cost estimation 
process is based upon the professional knowledge and experience of our engineers, project managers and financial 
professionals. Factors that are considered in estimating the work to be completed and ultimate contract recovery include the 
availability and productivity of labor, the nature and complexity of the work to be performed, the availability of materials, and 
the effect of any delays on our project performance. We periodically review our job performance, job conditions, estimated 
profitability and final contract settlements, including our estimate of total costs and make revisions to costs and income in the 
period in which the revisions are probable and reasonably estimable. We bear the risk of cost overruns in most of our contracts, 
which may result in reduced profits. Whenever revisions of estimated contract costs and contract values indicate that the 
contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that 
period.
For the years ended September 30, 2024 and 2023, our operating results were positively impacted by $16.9 million and $13.6 
million, respectively, as a result of net changes in contract estimates related to projects in progress at the beginning of the 
respective period. These changes in estimates resulted primarily from favorable project execution, reduced cost estimates and 
negotiations of variable consideration, discussed below, as well as revenue recognized from project cancellations and other 
changes in facts and circumstances during these periods. Project cancellations increased gross profit by $2.2 million and 
$4.3 million, respectively, for the years ended September 30, 2024 and September 30, 2023. Gross unfavorable changes in 
contract estimates were immaterial for the years ended September 30, 2024 and 2023.
48

Variable Consideration
It is common for our long-term contracts to contain variable consideration that can either increase or decrease the transaction 
price. Due to the nature of our contracts, estimating total cost and revenue can be complex and subject to variability due to 
change orders, back charges, spare parts, early completion bonuses, customer allowances and liquidated damages. We estimate 
the amount of variable consideration based on the expected value method, which is the sum of the probability-weighted 
amounts, or the most likely amount method which uses various factors including experience with similar transactions and 
assessment of our anticipated performance. Variable consideration is included in the transaction price if legally enforceable and 
to the extent it is probable that a significant reversal of cumulative revenue recognized will not occur once the uncertainty 
associated with the variable consideration is resolved. 
Contract Modifications
Contracts may be modified for changes in contract specifications and requirements. We consider contract modifications to exist 
when the modification either creates new or changes the enforceable rights and obligations under the contract. Most of our 
contract modifications are for goods and services that are not distinct from the existing performance obligation. Contract 
modifications result in a cumulative catch-up adjustment to revenue based on our measure of progress for the performance 
obligation.
Contract Balances
The timing of revenue recognition, billings and cash collections affects accounts receivable, contract assets and contract 
liabilities in our Consolidated Balance Sheets.
Contract assets are recorded when revenues are recognized in excess of amounts billed for fixed-price contracts as determined 
by the billing milestone schedule. Contract assets are transferred to accounts receivable when billing milestones have been met, 
or we have an unconditional right to payment. 
Contract liabilities typically represent advance payments from contractual billing milestones and billings in excess of revenue 
recognized. It is unusual to have advanced milestone payments with a term greater than one year, which could represent a 
financing component on the contract.
Our contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting 
period and are generally classified as current. 
Contract assets and liabilities as of September 30, 2024 and September 30, 2023 are summarized below (in thousands): 
September 30,
2024
2023
Contract assets    ................................................................................................................... $ 
102,827 
$ 
60,621 
Contract liabilities   .............................................................................................................  
(287,763) 
 
(279,796) 
Net contract liability  .......................................................................................................... $ 
(184,936) 
$ 
(219,175) 
Our net contract billing position remained a net liability at both September 30, 2024 and September 30, 2023, primarily due to 
favorable contract billing milestones. We typically allocate a significant percentage of the progress billing to the early stages of 
the contract. To determine the amount of revenue recognized during the period from contract liabilities, we first allocate 
revenue to the individual contract liability balance outstanding at the beginning of the period until the revenue exceeds that 
balance. During the year ended September 30, 2024, we recognized revenue of $246.2 million that was related to contract 
liabilities outstanding at September 30, 2023.
The timing of our invoice process is typically dependent on the completion of certain milestones and contract terms and subject 
to agreement by our customer. Payment is typically expected within 30 days of invoice. Any uncollected invoiced amounts for 
our performance obligations recognized over time, including contract retentions, are recorded as accounts receivable in the 
Consolidated Balance Sheets. Certain contracts allow customers to withhold a small percentage of billings pursuant to retainage 
provisions, and such amounts are generally due upon completion of the contract and acceptance of the project by the customer. 
Based on our experience in recent years, the majority of these retainage balances are expected to be collected within 
approximately twelve months. As of September 30, 2024 and September 30, 2023, we had retention amounts of $7.1 million 
and $7.4 million, respectively. Of the retained amount at September 30, 2024, $6.1 million is expected to be collected in the 
next twelve months and is recorded in accounts receivable. The remaining $1.0 million is recorded in other assets.
49

Disaggregation of Revenue
The following tables present our disaggregated revenue by geographic destination and market sector for the years ended 
September 30, 2024, 2023 and 2022 (in thousands):
2024
2023
2022
United States     ........................................................................................................ $ 
846,526 $ 
557,934 $ 
404,973 
Canada     ..................................................................................................................  
106,521  
84,090  
81,218 
Europe     ..................................................................................................................  
31,388  
26,699  
17,699 
Middle East and Africa    ........................................................................................  
13,440  
14,998  
20,712 
Mexico, Central and South America      ....................................................................  
7,631  
9,399  
3,095 
Asia/Pacific   ..........................................................................................................  
6,850  
6,188  
4,885 
     Total revenues by geographic destination     ....................................................... $ 1,012,356 $ 
699,308 $ 
532,582 
2024
2023
2022
Oil and gas (excludes petrochemical)     .................................................................. $ 
417,170 
$ 
273,117 $ 
215,235 
Petrochemical   .......................................................................................................  
185,606 
 
94,188  
66,538 
Electric utility    .......................................................................................................  
186,547 
 
158,400  
122,361 
Commercial and other industrial      ..........................................................................  
149,899 
 
103,966  
56,448 
Light rail traction power .......................................................................................  
22,019 
 
28,112  
44,930 
All others    ..............................................................................................................  
51,115 
 
41,525  
27,070 
     Total revenues by market sector ...................................................................... $ 1,012,356 
$ 
699,308 $ 
532,582 
F. Goodwill and Intangible Assets
In December 2023, we acquired intellectual property for a total consideration of $0.5 million, of which $250 thousand was paid 
in cash at the acquisition date. The intellectual property is not yet subject to amortization. Our intangible assets also include 
goodwill of $1.0 million, which is not being amortized. No impairment expense has been recorded for the last three fiscal years. 
G. Long-Term Debt
U.S. Revolver 
On October 4, 2023, we entered into a third amendment (the Third Amendment) to our credit agreement with Bank of America, 
N.A. (as amended, the U.S. Revolver). The Third Amendment which added Texas Capital Bank as Syndication Agent and a 
lender, increased the amount of the revolving line of credit from $125.0 million to $150.0 million, and extended the expiry date 
to October 4, 2028. The aggregate commitment of $150.0 million consists of $100.0 million committed by Bank of America 
and $50.0 million committed by Texas Capital Bank. As amended by the Third Amendment, the lesser of (a) $60.0 million, (b) 
60% of available cash, and (c) the aggregate face amount of the issued but undrawn letters of credit that are not cash-secured 
shall be deducted from consolidated funded indebtedness, when calculating the consolidated net leverage ratio. We have the 
option to cash collateralize all or a portion of the letters of credit outstanding, which would favorably impact the consolidated 
funded indebtedness calculation and the consolidated net leverage ratio. 
On June 26, 2024, in connection with the expected discontinuation of the publication of the Canadian Dollar Offered Rate 
(CDOR), we further amended the U.S. Revolver by entering into a Canadian benchmark replacement conforming changes 
amendment with Bank of America, N.A. that added and amended certain terms related to the replacement of the CDOR as a 
benchmark rate with the forward-looking term rate based on the Canadian Overnight Repo Rate Average. On September 24, 
2024, in connection with the expected discontinuation of the publication of the Bloomberg Short-Term Bank Yield Index Rate 
as administered by the Bloomberg Index Service Limited (BSBY), we further amended the U.S. Revolver by entering into a 
conforming changes amendment with Bank of America, N.A. that added and amended certain terms related to the replacement 
of the BSBY as a benchmark rate with the Secured Overnight Financing Rate (SOFR) as administered by the Federal Reserve 
Bank of New York.   
50

As of September 30, 2024, there were no amounts borrowed under the U.S. Revolver, and letters of credit outstanding were 
$63.8 million. There was $86.2 million available for the issuance of letters of credit and borrowings under the U.S. Revolver as 
of September 30, 2024. 
As of September 30, 2024, we are required to maintain certain financial covenants, the most significant of which are a 
consolidated net leverage ratio less than 3.0 to 1.0 and a consolidated interest coverage ratio of greater than 3.0 to 1.0. Our most 
restrictive covenant, the consolidated net leverage ratio, is the ratio of earnings before interest, taxes, depreciation, amortization 
and stock-based compensation (EBITDAS) to funded indebtedness. An increase in indebtedness, which includes letters of 
credit, or a decrease in EBITDAS could restrict our ability to issue letters of credit or borrow under the U.S. Revolver. 
Additionally, we must maintain a consolidated cash balance of $60 million at all times, which can be deducted from the letters 
of credit outstanding as noted above. The U.S. Revolver also contains a "material adverse effect" clause which is a material 
change in our operations, business, properties, liabilities or condition (financial or otherwise) or a material impairment of our 
ability to perform our obligations under the U.S. Revolver. As of September 30, 2024, we were in compliance with all of the 
financial covenants of the U.S. Revolver. 
The U.S. Revolver allows the Company to elect that any borrowing under the facility bears an interest rate based on either the 
base rate or the eurocurrency rate, in each case, plus the applicable rate. The base rate is generally the highest of (a) the federal 
funds rate plus 0.50%, (b) the Bank of America prime rate or (c) the BSBY rate plus 1.00%. The BSBY rate will be replaced by 
the SOFR rate, effective November 20, 2024. The applicable rate is generally a range from 0% to 2% depending on the type of 
loan and the Company's consolidated net leverage ratio. 
The U.S. Revolver is collateralized by a pledge of 100% of the voting capital stock of each of our domestic subsidiaries and 
65% of the voting capital stock of each non-domestic subsidiary. The U.S. Revolver provides for customary events of default 
and carries cross-default provisions with other existing debt agreements. If an event of default (as defined in the U.S. Revolver) 
occurs and is continuing, on the terms and subject to the conditions set forth in the U.S. Revolver, amounts and letters of credit 
outstanding under the U.S. Revolver may be accelerated and may become immediately due and payable. 
Industrial Development Revenue Bonds
We borrowed $8.0 million in October 2001 through a loan agreement funded with proceeds from tax-exempt industrial 
development revenue bonds (Bonds) for the completion of our Northlake, Illinois facility. The Bonds matured on October 1, 
2021, and our final payment of $0.4 million was made upon maturity. 
H. Commitments and Contingencies
Letters of Credit, Bank Guarantees and Bonds
Certain customers require us to post letters of credit, bank guarantees or surety bonds. These security instruments assure that we 
will perform under the terms of our contract. In the event of default, the counterparty may demand payment from the bank 
under a letter of credit or bank guarantee, or performance by the surety under a bond. To date, there have been no significant 
draws or claims related to security instruments for the periods reported. We were contingently liable for letters of credit of 
$63.8 million as of September 30, 2024. We also had outstanding surety bonds totaling $426.8 million, with additional bonding 
capacity of $773.2 million available, at September 30, 2024. We have strong surety relationships; however, a change in market 
conditions or the sureties' assessment of our financial position could cause the sureties to require cash collateralization for 
undischarged liabilities under the bonds.
We have a $20.1 million facility agreement (Facility Agreement) between Powell (UK) Limited and a large international bank 
that provides Powell (UK) Limited the ability to enter into bank guarantees as well as forward exchange contracts and currency 
options. At September 30, 2024, we had outstanding guarantees totaling $7.2 million, with additional capacity of $12.9 million 
available under this Facility Agreement. The Facility Agreement provides for customary events of default and carries cross-
default provisions with the U.S. Revolver. If an event of default (as defined in the Facility Agreement) occurs and is continuing, 
per the terms and subject to the conditions set forth therein, obligations outstanding under the Facility Agreement may be 
accelerated and declared immediately due and payable. Additionally, we are required to maintain cash collateral for guarantees 
greater than two years. As of September 30, 2024, we were in compliance with all of the financial covenants of the Facility 
Agreement.
51

Litigation 
We are involved in various legal proceedings, claims and other disputes arising from our commercial operations, projects, 
employees and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. 
Although we can give no assurances about the resolution of pending claims, litigation or other disputes, and the effect such 
outcomes may have on us, management believes that any ultimate liability resulting from the outcome of such proceedings, to 
the extent not otherwise provided or covered by insurance, will not have a material adverse effect on our consolidated financial 
position, results of operations or liquidity.
Liquidated Damages
Certain of our customer contracts have schedule and performance obligation clauses that, if we fail to meet them, could require 
us to pay liquidated damages. Each individual contract defines the conditions under which the customer may make a claim 
against us. As of September 30, 2024, certain contracts had a probable exposure to liquidated damage claims of $4.1 million, 
which could possibly increase to $4.6 million under certain circumstances. Based on our actual or projected failure to meet 
these various contractual commitments, $3.2 million has been recorded as a reduction to revenue. We will attempt to obtain 
change orders, contract extensions or accelerate project completion, which may resolve the potential for any unrecorded 
liquidated damage claims. Should we fail to achieve relief on some or all of these contractual obligations, we could be required 
to pay additional liquidated damages, which could negatively impact our future operating results.
 
 
I. Income Taxes 
The components of the income tax provision were as follows (in thousands): 
 
Year Ended September 30,
 
2024
2023
2022
Current:
 
Federal     ............................................................................................................... $ 
45,271 $ 
18,129 $ 
557 
State    ...................................................................................................................  
8,101  
4,036  
403 
Foreign     ...............................................................................................................  
342  
107  
7 
 
 
53,714  
22,272  
967 
Deferred:
 
Federal     ...............................................................................................................  
(11,872)  
(7,458)  
(154) 
State    ...................................................................................................................  
(1,620)  
(1,499)  
(41) 
Foreign     ...............................................................................................................  
6,018  
1,110  
(4,666) 
 
 
(7,474)  
(7,847)  
(4,861) 
Total income tax provision (benefit)    .............................................................. $ 
46,240 $ 
14,425 $ 
(3,894) 
Income before income taxes was as follows (in thousands): 
 
Year Ended September 30,
 
2024
2023
2022
U.S.  ........................................................................................................................ $ 
167,887 $ 
56,923 $ 
3,175 
Foreign    ...................................................................................................................  
28,201  
12,027  
6,668 
Income before income taxes  ........................................................................... $ 
196,088 $ 
68,950 $ 
9,843 
52

A reconciliation of the statutory U.S. income tax rate and the effective income tax rate, as computed on earnings before income 
tax provision (benefit) in each of the three years presented in the Consolidated Statements of Operations, was as follows:
 
Year Ended September 30,
 
2024
2023
2022
Statutory rate      .........................................................................................................
 21 %
 21 %
 21 %
State income taxes, net of federal benefit   ..............................................................
 3 
 3 
 3 
Research and development credit   ..........................................................................
 (1) 
 (2) 
 (14) 
Foreign rate differential    .........................................................................................
 — 
 — 
 1 
Valuation allowance   ..............................................................................................
 — 
 (3) 
 (62) 
Deferred tax rate differential    .................................................................................
 — 
 — 
 (1) 
Non-deductible expenses   .......................................................................................
 1 
 1 
 9 
Impact of U.S. global intangible taxes and benefits    ..............................................
 1 
 1 
 3 
Stock-based compensation       ....................................................................................
 (1) 
 — 
 — 
Effective rate      .........................................................................................................
 24 %
 21 %
 (40) %
Our income tax provision reflects an effective tax rate on pre-tax results of 24% in Fiscal 2024 compared to 21% and negative 
40% in Fiscal 2023 and 2022, respectively. The income tax provision for Fiscal 2024 was favorably impacted by the current 
year estimated Research and Development (R&D) Tax Credit and benefits related to the vesting of restricted stock units. These 
items were offset by state income tax expense, the tax expense related to certain nondeductible expenses and an income 
inclusion related to U.S. global intangible income. 
The income tax provision for Fiscal 2023 was favorably impacted by the reversal of a valuation allowance on the United 
Kingdom (U.K.) deferred tax assets that were previously fully reserved, in addition to the estimated R&D Tax Credit. These 
items were offset by state tax expense, the tax expense related to certain nondeductible expenses and an income inclusion 
related to U.S. global intangible income.
The income tax benefit for Fiscal 2022 was largely a result of the reversal of a valuation allowance on the Canadian deferred 
tax assets that were previously fully reserved, in addition to the estimated R&D Tax Credit. These items were partially offset by 
the tax expense related to certain nondeductible expenses, the gain on the disposition of a small, non-core division of our 
Canadian operations and an income inclusion related to U.S. global intangible income.
We record and maintain valuation allowances against the deferred tax assets of various foreign jurisdictions until sufficient 
evidence is available to demonstrate that it is more likely than not that the net deferred tax assets will be recognized. As of each 
reporting date, management considers new evidence, both positive and negative, that could affect its view of the future 
realization of deferred tax assets. During Fiscal 2024, management determined that there was sufficient positive evidence to 
conclude that certain Canadian tax credits in the amount of $0.5 million were realizable. The determination was based on the 
operating results of the past three years and the anticipated future taxable income from our Canadian operations. The release of 
the valuation allowance resulted in a $0.5 million tax benefit and a corresponding increase in the deferred tax assets.
During the period ended September 30, 2023, management determined that there was sufficient positive evidence to conclude 
that the U.K. net deferred tax assets of $1.9 million were realizable. This determination was based on operating results over the 
past three years and anticipated future taxable income from our U.K. operations. The valuation allowance was released 
accordingly, and a $1.9 million tax benefit and corresponding increase in the deferred tax assets were recorded. Likewise, 
during the period ended June 30, 2022, management concluded that Canadian net deferred tax assets of $5.9 million were 
realizable based on current and anticipated market conditions, continued market diversification, operating results over the past 
three years and anticipated future taxable income from our Canadian operations. The release of the Canadian valuation 
allowance resulted in a $5.9 million tax benefit and a corresponding increase in the deferred tax assets. 
We have not recorded deferred income taxes on $23.0 million of undistributed earnings of our foreign subsidiaries because of 
management’s intent to indefinitely reinvest such earnings. Upon distribution of these earnings in the form of dividends or 
otherwise, we may be subject to U.S. income taxes and foreign withholding taxes. It is not practical, however, to estimate the 
amount of taxes that may be payable on the eventual remittance of these earnings.
We are subject to income tax in the U.S., multiple state jurisdictions and certain international jurisdictions, primarily the U.K. 
and Canada. The significant jurisdictions that remain open to examination are as follows: Canada 2017 – 2023, U.K. 2023 and 
53

U.S. federal and state 2020 – 2023. As of September 30, 2024, we did not have any state audits underway that would have a 
material impact on our financial position or results of operations.
The tax effect of temporary differences between U.S. GAAP accounting and federal income tax accounting creating deferred 
income tax assets and liabilities was as follows (in thousands):
 
September 30,
 
2024
2023
Deferred Tax Assets:
 
Research and experimental expenditures(1)
   .................................................................................. $ 
12,552 $ 
8,118 
Long-term contracts   .....................................................................................................................  
7,480  
— 
Deferred compensation    ................................................................................................................  
2,868  
2,274 
Uniform capitalization and inventory    ..........................................................................................  
1,511  
1,253 
Credit carryforwards       ....................................................................................................................  
1,304  
1,378 
Warranty accrual    ..........................................................................................................................  
1,304  
752 
Stock-based compensation    ...........................................................................................................  
1,269  
1,555 
Net operating loss    .........................................................................................................................  
1,248  
7,432 
Reserve for accrued employee benefits   ........................................................................................  
1,029  
988 
Other   .............................................................................................................................................  
655  
317 
Deferred tax assets   ..................................................................................................................... $ 
31,220 $ 
24,067 
Deferred Tax Liabilities:
 
Depreciation and amortization(1)
    .................................................................................................. $ 
(3,773) $ 
(3,545) 
Retention and other    ......................................................................................................................  
(1,310)  
(1,491) 
Deferred tax liabilities    ............................................................................................................... $ 
(5,083) $ 
(5,036) 
Less: valuation allowance      ...............................................................................................................  
(1,599)  
(1,967) 
Net deferred tax asset  ............................................................................................................. $ 
24,538 $ 
17,064 
(1)Certain prior year amounts have been reclassified for consistency with the current year presentation.
We have deferred tax assets related to international net operating loss carryforwards of $0.5 million that are not reserved with a 
valuation allowance available to offset future tax liabilities in the respective jurisdictions. The majority of these net operating 
loss carryforwards are related to our Canadian operations and expire beginning in 2035. The remaining unreserved net 
operating loss carryforwards related to other jurisdictions have an indefinite carryforward period. As of September 30, 2024, the 
majority of our tax credit carryforwards are fully reserved with a valuation allowance.
The net decrease in the total valuation allowance during the year was $0.4 million, which was largely a result of the reversal of 
the Canadian valuation allowance on certain tax credits. In assessing the realizability of net deferred tax assets, we consider 
whether it is more likely than not that some portion or all of the net deferred tax assets may not be realized. The ultimate 
realization of net deferred tax assets is dependent on the generation of future taxable income during the periods in which those 
temporary differences become deductible.  
A reconciliation of the beginning and ending amount of the unrecognized tax benefits follows (in thousands):
 
Year Ended September 30,
 
2024
2023
2022
Balance at beginning of period   .............................................................................. $ 
1,889 $ 
1,377 $ 
1,409 
Increases related to tax positions taken during the current period     ........................  
460  
400  
240 
Increases related to tax positions taken during a prior period     ...............................  
70  
112  
92 
Decreases related to expiration of statute of limitations    .......................................  
(680)  
—  
(327) 
Decreases related to settlement with taxing authorities     ........................................  
—  
—  
(37) 
Balance at end of period     ........................................................................................ $ 
1,739 $ 
1,889 $ 
1,377 
Included in the balance of unrecognized tax benefits at the end of Fiscal 2024, 2023, and 2022 are $1.5 million, $1.6 million, 
and $1.1 million, respectively, of tax benefits that, if recognized, would affect the effective tax rate. Our policy is to recognize 
54

interest and penalties related to income tax matters as tax expense. The amount of interest and penalty expense recorded for the 
year ended September 30, 2024 was not material.
Management believes that, within the next twelve months, it is reasonably possible that the unrecognized tax benefits will 
decrease by approximately $0.3 million due to the expiration of certain federal statutes of limitations. We are unable to make 
reasonably reliable estimates regarding the timing of future cash outflows, if any, associated with the remaining unrecognized 
tax benefits for the open periods of fiscal years ended September 30, 2021 – 2024.
Management believes that an adequate provision has been made for any adjustments that may result from tax examinations. 
However, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in our tax audits are resolved in 
a manner not consistent with management’s expectations, we could be required to adjust our provision for income tax in the 
period such resolution occurs. 
J. Employee Benefit Plans
Retirement Plans
We have defined employee contribution plans for substantially all of our U.S. employees (401k plan) and our Canadian 
employees (Registered Retirement Savings Plan). We recognized expenses under these plans primarily related to matching 
contributions of $4.4 million, $3.4 million and $3.0 million in Fiscal 2024, 2023 and 2022, respectively.
Deferred Compensation
We offer a non-qualified deferred compensation plan to a select group of highly compensated individuals (as defined). The plan 
permits the deferral of up to 50% of a participant’s base salary and 100% of a participant’s annual incentive. The deferrals are 
held in a separate irrevocable rabbi trust (the Rabbi Trust), which has been established to administer the plan. The Rabbi Trust 
is intended to be used as a source of funds to match respective funding obligations to participants. The assets of the trust are 
subject to the claims of our creditors in the event that we become insolvent. Consequently, the Rabbi Trust qualifies as a grantor 
trust for income tax purposes. We make periodic payments into company-owned life insurance policies held in the Rabbi Trust 
to fund the expected obligations arising under this plan. Changes in the deferred compensation balance are recorded to 
compensation expense and reflected within the selling, general and administrative expenses line in the Consolidated Statements 
of Operations. The plan is not qualified under Section 401 of the Internal Revenue code. We recorded net compensation 
expense adjustments of $0.2 million related to this plan in Fiscal 2024 and $0.8 million in Fiscal 2023. At September 30, 2024, 
total assets held in the Rabbi Trust were $12.3 million and recorded in other assets and the liability was $12.0 million and 
recorded in deferred compensation in our Consolidated Balance Sheets. The $12.3 million of assets held in the Rabbi Trust is 
invested in company-owned life insurance policies.
Retiree Medical Plan
We have an unfunded plan that extends health benefits to retirees that are also available to active employees under our existing 
health plans. The current plan provides coverage for employees with at least 10 years of service who are age 55 or older but less 
than 65. Effective January 1, 2023, eligibility for postretirement medical benefits changed to age 60 with 10 years of continuous 
service. Employees who are under age 50 as of January 1, 2023 or who are hired after January 1, 2023 are no longer eligible for 
postretirement medical benefits. The retiree is required to pay the COBRA rate less a subsidy provided by us based on years of 
service at the time of retirement. The unfunded liability is recorded in other long-term liabilities and was $0.3 million as of 
September 30, 2024 and $0.5 million as of September 30, 2023. Our net periodic postretirement costs were immaterial for all 
periods presented in the Consolidated Statements of Operations. Due to the immateriality of the costs and liabilities of this plan, 
no further disclosure is being presented.
 
55

K. Stock-Based Compensation
We have the following stock-based compensation plans:
Restricted Stock Units
In February 2014, our stockholders approved and adopted at the Annual Meeting of Stockholders the 2014 Equity Incentive 
Plan (the 2014 Plan), which replaced our 2006 Equity Compensation Plan (2006 Plan). Persons eligible to receive awards under 
the 2014 Plan include our officers and employees. The 2014 Plan authorizes stock options, stock appreciation rights, restricted 
stock, restricted stock units (RSUs) and performance-based awards, as well as certain other awards. In February 2023, our 
stockholders approved an amendment to the 2014 Plan that extended the term of the 2014 Plan by five years and increased the 
number of shares of common stock that may be issued under the plan by 600,000 shares for a total of 1,350,000 shares.
In accordance with the 2014 Plan, the Compensation and Human Capital Committee has authorized grants of RSUs to certain 
officers and key employees of the Company. The fair value of the RSUs is based on the price of our common stock as reported 
on the NASDAQ Global Market on the grant dates. Typically, these grants vest over a three-year period from the date of 
issuance and are a blend of time-based and performance-based shares. Fifty percent of the grant is time-based and vests over a 
three-year period on each anniversary of the grant date, based on continued employment. The remaining fifty percent of the 
grant is earned based on the three-year earnings and safety performance of the Company following the grant date. At 
September 30, 2024, there were 192,011 RSUs outstanding. The RSUs do not have voting rights but do receive dividend 
equivalents upon vesting, which are accrued quarterly. Additionally, the shares of common stock underlying the RSUs are not 
considered issued and outstanding until vested and common stock is issued.  
Total RSU activity (number of shares) for the past fiscal year is summarized below:
Number of
Restricted
Stock
Units
Weighted
Average
Grant Value
Per Share
Outstanding at September 30, 2023     ................................................................................................  
292,497 $ 
22.90 
Granted    .......................................................................................................................................  
44,670  
89.23 
Vested   .........................................................................................................................................  
(143,431)  
25.98 
Forfeited/canceled   ......................................................................................................................  
(1,725)  
74.22 
Outstanding at September 30, 2024     ................................................................................................  
192,011 $ 
35.38 
Restricted Stock
In February 2022, our stockholders approved an amendment to the 2014 Non-Employee Director Equity Incentive Plan (the 
2014 Director Plan) that extended the term of the 2014 Director Plan by ten years and increased the number of shares of 
common stock that may be issued under the 2014 Director Plan by 200,000 shares for a total of 350,000 shares. The plan is 
administered by the Compensation and Human Capital Committee. Eligibility to participate in the plan is limited to those 
individuals who are members of the Board of Directors of the Company and who are not employees of the Company or any 
affiliate of the Company.
Under the terms of the 2014 Director Plan, the maximum number of shares that may be granted during any calendar year to any 
individual is 12,000 shares. The total number of shares that may be issued for awards to any single participant during a calendar 
year for other stock-based awards (excluding stock options and stock appreciation rights) is 4,000 shares. In December 2023, 
the Company's Compensation and Human Capital Committee revised the non-employee directors' annual restricted stock 
compensation from a fixed-shares arrangement to a fixed-value arrangement, retrospectively effective on October 1, 2023. Prior 
to October 1, 2023, each non-employee director received 2,400 restricted shares of the Company’s common stock annually. 
Fifty percent of the restricted stock granted to each of our non-employee directors was vested immediately, while the remaining 
fifty percent vested on the anniversary of the grant date. Compensation expense was recognized immediately for the first fifty 
percent of the restricted stock granted, while compensation expense for the remaining fifty percent was recognized over the 
remaining vesting period. Subsequent to October 1, 2023, each non-employee director shall receive restricted shares of the 
Company's common stock valued at $0.1 million annually. The number of granted shares is calculated by dividing the 
$0.1 million by the average of high and low prices of our common stock on the grant date. The shares shall vest on the earlier of 
the grant anniversary date or the date of the next annual meeting of stockholders, whichever occurs first.   
Under this 2014 Director Plan, in February 2024, 4,620 shares of restricted stock were issued to our non-employee directors at a 
price of $153.81 per share. In February 2023, we issued 16,800 shares of restricted stock to our non-employee directors at a 
price of $43.22 per share. The total number of shares of common stock available for future awards under the 2014 Director plan 
56

was 185,980 shares as of September 30, 2024. At September 30, 2024 and 2023, there were 4,620 shares and 8,400 shares, 
respectively, of unvested restricted stock outstanding.  
Compensation Expense
Total compensation expense related to restricted stock grants under all plans was $0.6 million, $0.6 million and $0.4 million for 
the years ended September 30, 2024, 2023 and 2022, respectively. Total compensation expense related to RSUs under all plans 
was $4.2 million, $4.0 million and $3.7 million for the years ended September 30, 2024, 2023 and 2022, respectively.
We record the amortization of non-vested restricted stock and restricted stock units as an increase to additional paid-in 
capital. As of September 30, 2024 and 2023, amounts of deferred compensation expense not yet recognized related to non-
vested stock and RSUs totaled $2.1 million and $1.4 million, respectively. As of September 30, 2024, the total weighted 
average remaining contractual life of our non-vested restricted stock and RSUs is approximately five months and 1.23 years, 
respectively.  
L. Fair Value Measurements
We measure certain financial assets and liabilities at fair value. Fair value is defined as an “exit price,” which represents the 
amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants 
as of the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions 
that market participants would use in valuing an asset or liability. The accounting guidance requires the use of valuation 
techniques to measure fair value that maximize the use of observable inputs and minimize the use of unobservable inputs. As a 
basis for considering such assumptions and inputs, a fair value hierarchy has been established that identifies and prioritizes 
three levels of inputs to be used in measuring fair value.
The three levels of the fair value hierarchy are as follows:
Level 1 — Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 — Inputs other than the quoted prices in active markets that are observable either directly or indirectly, including 
quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in 
markets that are not active or other inputs that are observable or can be corroborated by observable market data.
Level 3 — Unobservable inputs that are supported by little or no market data and require the reporting entity to develop its own 
assumptions.
The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring 
basis as of September 30, 2024 (in thousands): 
 
Fair Value Measurements at September 30, 2024
Quoted Prices in
Active Markets 
for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Fair Value at 
September 30, 
2024
Assets:
 
 
 
 
Cash and cash equivalents   ............................................... $ 
315,331 $ 
— $ 
— $ 
315,331 
Short-term investments     ...................................................  
43,061  
—  
—  
43,061 
Rabbi trust assets     .............................................................  
—  
12,324  
—  
12,324 
Liabilities:
 
 
 
 
Deferred compensation....................................................  
—  
12,027  
—  
12,027 
57

The following table summarizes the fair value of our assets and liabilities that were accounted for at fair value on a recurring 
basis as of September 30, 2023 (in thousands):  
 
Fair Value Measurements at September 30, 2023
Quoted Prices in
Active Markets 
for
Identical Assets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Fair Value at 
September 30, 
2023
Assets:
 
 
 
 
Cash and cash equivalents   ............................................... $ 
245,875 $ 
— $ 
— $ 
245,875 
Short-term investments     ...................................................  
33,134  
—  
—  
33,134 
Rabbi trust assets     .............................................................  
—  
9,117  
—  
9,117 
Liabilities:
 
 
 
 
Deferred compensation....................................................  
—  
9,145  
—  
9,145 
Fair value guidance requires certain fair value disclosures to be presented in both interim and annual reports. The estimated fair 
value amounts of financial instruments have been determined using available market information and valuation methodologies 
described below.
Cash and cash equivalents – Cash and cash equivalents, primarily funds held in money market savings instruments, are 
reported at their current carrying value, which approximates fair value due to the short-term nature of these instruments and are 
included in cash and cash equivalents in our Consolidated Balance Sheets.
Short-term investments – Short-term investments include time deposits with original maturities of three months or more.
Rabbi trust assets and deferred compensation – We hold investments in an irrevocable rabbi trust for our deferred 
compensation plan. The assets are primarily related to company-owned life insurance policies and are included in other assets in 
the accompanying Consolidated Balance Sheets. Because the mutual funds and company-owned life insurance policies are 
combined in the plan, they are categorized as Level 2 in the fair value measurement hierarchy. The deferred compensation 
liability represents the investment options that the plan participants have designated to serve as the basis for measurement of the 
notional value of their accounts. Because the deferred compensation liability is intended to offset the plan assets, it is also 
categorized as Level 2 in the fair value measurement hierarchy.
There were no transfers between levels within the fair value measurement hierarchy during the year ended September 30, 2024.
 
M. Leases
Our leases consist primarily of office space and construction equipment. All of our future lease obligations are related to non-
cancelable operating leases. The following table provides a summary of lease cost components for the years ended 
September 30, 2024, 2023 and 2022 respectively (in thousands):
Lease Cost
2024
2023
2022
Operating lease cost   ........................................
$ 
920 
$ 
1,457 $ 
2,146 
Less: sublease income  ................................
 
— 
 
(515)  
(685) 
Variable lease cost(1)
   .......................................
 
108 
 
369  
457 
Short-term lease cost(2)
    ...................................
 
2,476 
 
1,864  
1,643 
Total lease cost     ...............................................
$ 
3,504 
$ 
3,175 $ 
3,561 
(1) Variable lease cost represents common area maintenance charges related to our Canadian office space lease.
(2) Short-term lease cost includes leases and rentals with initial terms of one year or less.
We recognize operating lease assets and operating lease liabilities representing the present value of the remaining lease 
payments for leases with initial terms greater than twelve months. Leases with initial terms of twelve months or less are not 
recorded in our Consolidated Balance Sheets. The following table provides a summary of the operating lease assets and 
58

operating lease liabilities included in our Consolidated Balance Sheets as of September 30, 2024 and 2023, respectively (in 
thousands):
September 30,
Operating Leases
2024
2023
Assets:
Operating lease assets, net    ........................................................................
$ 
1,216 
$ 
1,436 
Liabilities:
Current operating lease liabilities      .............................................................
 
595 
 
773 
Long-term operating lease liabilities      ........................................................
 
621 
 
663 
Total lease liabilities     .................................................................................
$ 
1,216 
$ 
1,436 
The following table provides the maturities of our operating lease liabilities as of September 30, 2024 (in thousands):
Operating Leases
2025      ......................................................................................................................................................
$ 
633 
2026      ......................................................................................................................................................
 
382 
2027      ......................................................................................................................................................
 
202 
2028      ......................................................................................................................................................
 
53 
2029      ......................................................................................................................................................
 
30 
Thereafter     ..............................................................................................................................................
 
— 
Total future minimum lease payments     ..................................................................................................
$ 
1,300 
Less: present value discount (imputed interest)    ....................................................................................
 
(84) 
Present value of lease liabilities     ............................................................................................................
$ 
1,216 
The weighted average discount rates as of September 30, 2024 and 2023 were 5.44% and 3.32%, respectively. The weighted 
average remaining lease term was 2.47 years and 2.67 years, respectively, at September 30, 2024 and 2023.
N. Segment Information
We manage our business as one reportable operating segment related to the development, design, manufacturing and servicing 
of custom-engineered equipment and systems for the distribution, control and monitoring of electrical energy. 
Revenues by country represent sales to unaffiliated customers as determined by the ultimate destination of our products and 
services, summarized for the last three fiscal years by region in the table below (in thousands):
 
Year Ended September 30,
 
2024
2023
2022
United States  .......................................................................................................... $ 
846,526 $ 
557,934 $ 
404,973 
Canada  ...................................................................................................................  
106,521  
84,090  
81,218 
Europe      ...................................................................................................................  
31,388  
26,699  
17,699 
Middle East and Africa   ..........................................................................................  
13,440  
14,998  
20,712 
Mexico, Central and South America    .....................................................................  
7,631  
9,399  
3,095 
Asia/Pacific     ...........................................................................................................  
6,850  
6,188  
4,885 
Total revenues     ................................................................................................... $ 1,012,356 $ 
699,308 $ 
532,582 
59

Long-lived assets by country consist of property, plant and equipment, net of accumulated depreciation and are determined 
based on the location of the tangible assets, summarized for the last two fiscal years in the table below (in thousands):
 
September 30,
 
2024
2023
Long-lived assets:
 
 
United States     ................................................................................................................................ $ 
64,560 $ 
58,514 
Canada     ..........................................................................................................................................  
34,456  
35,214 
United Kingdom     ...........................................................................................................................  
4,405  
3,897 
Total  ............................................................................................................................................ $ 
103,421 $ 
97,625 
 
O.  Quarterly Information
The table below sets forth the unaudited consolidated operating results by fiscal quarter for the years ended September 30, 2024 
and 2023 (in thousands, except per share data): 
 
2024 Quarters
 
First(1)
Second
Third
Fourth(2)
2024
Revenues    ............................................................ $ 
194,017 $ 
255,108 $ 
288,168 $ 
275,063 $ 1,012,356 
Gross profit      ........................................................  
48,194  
62,720  
81,740  
80,434  
273,088 
Net income     .........................................................  
24,085  
33,488  
46,223  
46,052  
149,848 
Earnings per share:
 
Basic    ................................................................ $ 
2.02 $ 
2.79 $ 
3.85 $ 
3.84 $ 
12.51 
Diluted ............................................................. $ 
1.98 $ 
2.75 $ 
3.79 $ 
3.77 $ 
12.29 
(1) The results for the first quarter of Fiscal 2024 demonstrated normal seasonality and were negatively impacted by holidays 
and work schedules compared to other quarterly periods.
(2) The results for the fourth quarter of Fiscal 2024 were positively impacted by project cancellations of $2.2 million. 
 
2023 Quarters
 
First(1)
Second(2)
Third(3)
Fourth(4)
2023
Revenues    ............................................................ $ 
126,858 $ 
171,444 $ 
192,365 $ 
208,641 $ 
699,308 
Gross profit      ........................................................  
19,464  
33,437  
42,670  
51,982  
147,553 
Net income     .........................................................  
1,162  
8,473  
18,454  
26,436  
54,525 
Earnings per share:
Basic    ................................................................ $ 
0.10 $ 
0.71 $ 
1.55 $ 
2.22 $ 
4.59 
Diluted ............................................................. $ 
0.10 $ 
0.70 $ 
1.52 $ 
2.17 $ 
4.50 
(1) The results for the first quarter of Fiscal 2023 demonstrated normal seasonality and were negatively impacted by holidays 
and work schedules compared to other quarterly periods.  
(2) The results for the second quarter of Fiscal 2023 were positively impacted by a project cancellation of $1.6 million. 
(3) The results for the third quarter of Fiscal 2023 were positively impacted by a project cancellation of $1.7 million. 
(4) The results for the fourth quarter of Fiscal 2023 were positively impacted by project cancellations of $1.0 million and the 
reversal of a $1.9 million valuation allowance against the U.K. net deferred tax assets.
The sum of the individual earnings per share amounts may not agree with year-to-date earnings per share as each period’s 
computation is based on the weighted-average number of shares outstanding during the period.
P. Divestiture
On June 30, 2022, we sold a non-core, industrial valve repair and servicing business within our Canadian operations and 
received proceeds of $4.3 million. We recorded a $2.0 million pre-tax gain on this transaction, which has been presented in 
other income on our Consolidated Statement of Operations for the year ended September 30, 2022.
60

Q.  Subsequent Event
Quarterly Dividend Declared
On November 5, 2024, our Board of Directors declared a quarterly cash dividend on our common stock in the amount of 
$0.2650 per share. The dividend is payable on December 18, 2024 to shareholders of record at the close of business on 
November 20, 2024.
61

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have established and maintain a system of disclosure controls and procedures that are designed to provide reasonable 
assurance that information required to be disclosed in our reports filed with the SEC pursuant to the Securities Exchange Act of 
1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the 
rules and forms of the SEC and that such information is accumulated and communicated to our management, including our 
Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required 
disclosures.
Management, with the participation of our CEO and CFO, has evaluated the effectiveness of the design and operation of our 
disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) of the Exchange Act) as of the end of the 
period covered by this report. Based on such evaluation, our CEO and CFO have each concluded that, as of the end of the 
period covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that 
information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, 
summarized and reported within the time periods specified in the SEC’s rules and forms and that such information is 
accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions 
regarding required disclosures.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining effective internal control over financial reporting as defined in 
Rule 13a–15(f) under the Exchange Act. Our system of internal control was designed using a top-down risk-based approach to 
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for 
external purposes in accordance with U.S. GAAP. Due to its inherent limitations, internal control over financial reporting may 
not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk 
that controls may become ineffective due to changes in conditions or deterioration in the degree of compliance with the policies 
or procedures.
Management of the Company has assessed the effectiveness of our internal control over financial reporting as of September 30, 
2024. Management evaluated the effectiveness of our internal control over financial reporting based on the criteria in Internal 
Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission 
(COSO). Based on management’s evaluation, management has concluded that our internal control over financial reporting was 
effective at the reasonable assurance level as of September 30, 2024, based on criteria in Internal Control – Integrated 
Framework (2013) issued by the COSO.
PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited and issued their attestation report 
on the effectiveness of our internal control over financial reporting as of September 30, 2024, which appears in their report on 
the financial statements included herein.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by 
paragraph (d) of Rules 13a-15 or 15d-15 of the Exchange Act that occurred during the fourth quarter of Fiscal 2024 that have 
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Insider Adoption or Termination of Trading Arrangements
During the last fiscal quarter, none of our directors or officers adopted or terminated any "Rule 10b5-1 trading arrangement" or 
"non-Rule 10b5-1 trading arrangement," as those terms are defined in Regulation S-K, Item 408.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
62

PART III
 
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement 
pursuant to Regulation 14A, to be filed with the SEC not later than 120 days after the close of our fiscal year ended 
September 30, 2024.
We have adopted a Code of Business Conduct and Ethics that applies to all employees, including our executive officers and 
directors. A copy of our Code of Business Conduct and Ethics may be obtained at the Investor Relations section of our website, 
www.powellind.com, or by written request addressed to the Secretary, Powell Industries, Inc., 8550 Mosley Road, Houston, 
Texas 77075. We will satisfy the requirements under Item 5.05 of Form 8-K regarding disclosure of amendments to, or waivers 
from, provisions of our code of ethics that apply to the chief executive officer, chief financial officer or controller by posting 
such information on our website.
 
Item 11. Executive Compensation
The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement 
pursuant to Regulation 14A, to be filed with the SEC not later than 120 days after the close of our fiscal year ended 
September 30, 2024.
 
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement 
pursuant to Regulation 14A, to be filed with the SEC not later than 120 days after the close of our fiscal year ended 
September 30, 2024.
 
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement 
pursuant to Regulation 14A, to be filed with the SEC not later than 120 days after the close of our fiscal year ended 
September 30, 2024.
 
Item 14. Principal Accountant Fees and Services
The information required by this item is incorporated in this Annual Report by reference to our definitive proxy statement 
pursuant to Regulation 14A, to be filed with the SEC not later than 120 days after the close of our fiscal year ended 
September 30, 2024.
63

PART IV
Item  15. Exhibits. Financial Statement Schedules
1. Financial Statements. Reference is made to the Index to Consolidated Financial Statements at Item 8 of this Annual Report.
2. Financial Statement Schedule. All financial statement schedules are omitted because they are not applicable, or the required 
information is shown in the Consolidated Financial Statements or the Notes to the Consolidated Financial Statements included 
elsewhere in this Annual Report.
3. Exhibits. 
Number
 
 
 Description of Exhibits
 
3.1  —
Certificate of Incorporation of Powell Industries, Inc. filed with the Secretary of State of the State of 
Delaware on February 11, 2004 (filed as Exhibit 3.1 to our Form 8-A/A filed November 1, 2004, and 
incorporated herein by reference).
 
3.2  —  Amended and Restated By-laws of Powell Industries, Inc. (filed as Exhibit 3.1 to our Form 8-K filed October 
12, 2012, and incorporated herein by reference).
 
3.3 
—
Amendment No. 1 to Amended and Restated By-laws of Powell Industries, Inc. (filed as Exhibit 3.1 to our 
Form 8-K filed February 26, 2021, and incorporated herein by reference).
**4
—
Description of Powell Industries, Inc.'s Common Stock
*10.1  —  Powell Industries, Inc. Deferred Compensation Plan (filed as Exhibit 10.9 to our Form 10-K for the fiscal 
year ended October 31, 2002, and incorporated herein by reference).
*10.2  —  2014 Equity Incentive Plan (filed as Exhibit 10.2 to our Form 10-Q filed May 7, 2014 and incorporated 
herein by reference).
*10.3  —  Form of Restricted Stock Award Agreement under 2014 Equity Incentive Plan (filed as Exhibit 10.3 to our 
Form 10-Q filed May 7, 2014 and incorporated herein by reference).
*10.4
—
Form of Restricted Stock Unit Award Agreement under 2014 Equity Incentive Plan (filed as Exhibit 10.4 to 
our Form 10-Q filed May 7, 2014 and incorporated herein by reference).
*10.5  —  Form of Performance Unit Award Agreement under 2014 Equity Incentive Plan (filed as Exhibit 10.5 to our 
Form 10-Q filed May 7, 2014 and incorporated herein by reference).
*10.6  —  Form of Stock Option Award Agreement under 2014 Equity Incentive Plan (filed as Exhibit 10.6 to our Form 
10-Q filed May 7, 2014 and incorporated herein by reference).
*10.7  —  Form of Stock Appreciation Right Award Agreement under 2014 Equity Incentive Plan (filed as Exhibit 10.7 
to our Form 10-Q filed May 7, 2014 and incorporated herein by reference).
*10.8  —  2014 Non-Employee Director Equity Incentive Plan (filed as Exhibit 10.8 to our Form 10-Q filed May 7, 
2014 and incorporated herein by reference).
*10.9  —  Form of Restricted Stock Award Agreement under 2014 Non-Employee Director Equity Incentive Plan (filed 
as Exhibit 10.9 to our Form 10-Q filed May 7, 2014 and incorporated herein by reference).
*10.10  —  Employment Agreement dated September 29, 2016, between the Company and Brett A. Cope (filed as 
Exhibit 10.1 to our 8-K filed September 30, 2016 and incorporated herein by reference).
*10.11
—
Employment Agreement effective November 5, 2018 by and between the Company and Michael W. Metcalf 
(filed as Exhibit 10.1 to our Form 8-K filed November 1, 2018 and incorporated herein by reference).
64

Number
 
 
 
Description of Exhibits
10.12
—
Amended and Restated Credit Agreement, dated September 27, 2019, by and between the Company, as 
Borrower, certain subsidiaries of the Company identified therein, as Guarantors, Bank of America, N.A., as 
Administrative Agent, Swingline Lender and L/C Issuer, the Lenders party thereto and BofA Securities, Inc., 
as Sole Lead Arranger and Sole Bookrunner (filed as Exhibit 10.25 to our Form 10-K filed December 5, 
2019 and incorporated herein by reference).
10.13
—
First Amendment to Credit Agreement dated March 12, 2021 (filed as Exhibit 10.1 to our Form 8-K filed 
March 16, 2021 and incorporated herein by reference).
10.14
—
LIBOR Transition Amendment, dated December 31, 2021, by and between the Company, as Borrower, 
certain subsidiaries of the Company identified therein, as Guarantors, the Lenders party thereto and Bank of 
America, N.A., as Administrative Agent (filed as Exhibit 10.1 to our Form 10-Q filed February 9, 2022 and 
incorporated herein by reference).
10.15
—
LIBOR Transition Amendment, dated November 10, 2022, by and between the Company, as Borrower, 
certain subsidiaries of the Company identified therein, as Guarantors, the Lenders party thereto and Bank of 
America, N.A., as Administrative Agent (filed as Exhibit 10.1 to our Form 10-Q filed February 1, 2023 and 
incorporated herein by reference).
10.16
—
Second Amendment to Credit Agreement, dated March 31, 2023 (filed as Exhibit 10.1 to our Form 8-K filed 
April 6, 2023 and incorporated herein by reference).
*10.17
—
First Amendment to Powell Industries, Inc. 2014 Non-Employee Director Equity Incentive Plan (filed as 
Exhibit 10.2 to our Form S-8 filed February 9, 2023 and incorporated herein by reference).
*10.18
—
First Amendment to Powell Industries, Inc. 2014 Equity Incentive Plan (filed as Exhibit 10.1 to our Form 8-
K filed February 16, 2023 and incorporated herein by reference).
 10.19
—
Third Amendment to Credit Agreement, dated October 4, 2023 (filed as Exhibit 10.29 to our Form 10-K filed 
December 6, 2023 and incorporated herein by reference).
10.20
—
Canadian Benchmark Replacement Conforming Changes Amendment, dated June 26, 2024, by and between 
the Company, as Borrower, and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.1 to our 
Form 10-Q filed July 31, 2024).
**10.21
—
Conforming Changes Amendment, dated September 24, 2024, by and between the Company, as Borrower, 
and Bank of America, N.A., as Administrative Agent. 
**19
—
Insider Trading Policy effective September 1, 2022.
**21.1  —  Subsidiaries of Powell Industries, Inc.
**23.1  —  Consent of PricewaterhouseCoopers LLP.
**31.1  —  Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
**31.2  —  Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
***32.1  —  Certification of Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to 
Section 906 of the Sarbanes-Oxley Act of 2002.
***32.2
—
Certification of Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350, as Adopted Pursuant to 
Section 906 of the Sarbanes-Oxley Act of 2002.
97
—
Executive Recoupment Policy effective September 20, 2023 (filed as Exhibit 97 to our Form 10-K filed 
December 6, 2023 and incorporated herein by reference).
**101
—
The following financial statements from the Company’s Annual Report on Form 10-K for the fiscal year 
ended September 30, 2024, formatted in Inline XBRL: (i) Consolidated Balance Sheets; (ii) Consolidated 
Statements of Operations; (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated 
Statements of Stockholders' Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to 
Consolidated Financial Statements, tagged as blocks of text and including detailed tags.
**104
—
The cover page from the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 
2024, formatted in Inline XBRL (included as Exhibit 101).
65

*
Management contracts and compensatory plans or arrangements.
**
Filed herewith.
***
Furnished herewith.
Item 16.  Form 10-K Summary
None.
66

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned, thereunto duly authorized.
 
POWELL INDUSTRIES, INC.
By:
/s/ Brett A. Cope
 
Brett A. Cope
 
President and Chief Executive 
Officer
(Principal Executive Officer)
 
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following 
persons on behalf of the registrant in the capacities and on the date indicated: 
Signature
 
Title
 
 
 
/s/Brett A. Cope
 
Chairman of the Board
President and Chief Executive Officer
(Principal Executive Officer)
Brett A. Cope
 
 
 
/s/Michael W. Metcalf
 
Executive Vice President
Chief Financial Officer
(Principal Financial and Principal Accounting Officer)
Michael W. Metcalf
 
 
 
/s/Alaina K. Brooks
Director
Alaina K. Brooks
/s/ Christopher E. Cragg
 
Director
Christopher E. Cragg
/s/ Katheryn B. Curtis
Director
Katheryn B. Curtis
/s/ James W. McGill
 
Director
James W. McGill
/s/ Mohit Singh
Director
Mohit Singh
/s/ John G. Stacey
Director
John G. Stacey
 
 
 
/s/ Richard E. Williams
 
Director
Richard E. Williams
 
Date: November 20, 2024 
67

Powell Industries, Inc.
8550 Mosley Road
Houston, Texas 77075-1180
713.944.6900
Board of Directors
Brett A. Cope
Chairman of the Board
Alaina K. Brooks 
Christopher E. Cragg
Katheryn B. Curtis
James W. McGill
Mohit Singh
John G. Stacey 
Richard E. Williams
Chief Executive and 
Chief Financial Officers
Brett A. Cope
President and
Chief Executive Officer
Michael W. Metcalf
Executive Vice President, 
Chief Financial Officer, and 
Principal Accounting Officer
Corporate Counsel
Winstead PC
600 Travis Street
Suite 5200
Houston, Texas 77002-3017
713.650.8400
Independent Public 
Accountants
PricewaterhouseCoopers LLP
1000 Louisiana Street
Suite 5800
Houston, Texas 77002-5021
713.356.4000
Corporate Information

Powell Industries, Inc., 8550 Mosley Road, Houston, Texas 77075-1180    |   powellind.com